In its sole discretion, the Company may waive the active employment requirement in any case it deems appropriate. For example, the active employment requirement could be waived for otherwise eligible employees who:

Collateral and Guarantee Requirement. Clauses (a), (b), (c), (d) and (e) of the Collateral and Guarantee Requirement shall have been satisfied to the extent applicable as of such date. The Collateral Agent shall have received a counterpart of an agreement, signed on behalf of the Borrower and each Subsidiary Guarantor, reaffirming its obligations and the Liens granted by it under the Guarantee and Security Agreement after giving effect to the Transactions.

Guarantee Requirement; Further Assurances. (a) If any Subsidiary that is a Designated Subsidiary is formed or acquired after the Restatement Effective Date or any Subsidiary otherwise becomes, after the Restatement Effective Date, a Designated Subsidiary (including as a result of becoming a Material Subsidiary or a Wholly Owned Subsidiary), then, on or prior to the later of # the date on which the certificate with respect to the fiscal quarter (or, if such event occurs during the fourth fiscal quarter, with respect to the fiscal year) in which the relevant event occurs is required to be delivered pursuant to [Section 5.01(c) and (ii)])] 30 days after the date on which the relevant event occurs (or such longer period as the Administrative Agent may reasonably agree), the Company shall cause the Guarantee Requirement to be satisfied with respect to such Subsidiary.

The Collateral Documents set forth in [Schedule 4.1(f)] shall have been duly executed and/or delivered by each Borrower that is to be a party thereto and shall be in full force and effect. The Administrative Agent on behalf of the Secured Parties shall have a security interest in the Collateral of the type and the priority described in each such Collateral Document; and

The Administrative Agent shall have received a duly executed and delivered Reaffirmation of the Pledge Agreement from Frontier Communications ILEC, the Borrower and Frontier North in form and substance reasonably satisfactory to the Administrative Agent;

Minimum Stock Ownership Requirement. In an effort to more closely align the interests of our directors and senior management with those of our stockholders, each director and senior officer will be required to meet the following minimum stock ownership requirements: # each director shall own at least 100,000 shares of Scio Diamond stock; # our chief executive officer shall own at least 400,000 (four hundred thousand) shares of Scio Diamond stock. Our directors shall have five years from the date they became a director of Scio Diamond to come into compliance with these ownership requirements. Our chief executive officer shall have five years from the later of # December 1, 2014 or # the date they assumed such roles at Scio Diamond to come into compliance with these ownership requirements. Scio Diamond advisors who don't receive annual equity grants are exempt from the minimum ownership requirements set forth above. Compliance with the minimum stock ownership level will be determined on the date when the grace period set forth above expires, and annually on each December 31 thereafter.

Employment. ​ agrees to continue to employ Executive in the position of Executive Vice President of ​, and Executive agrees to continued employment in this position, subject to the terms and conditions set forth in this Agreement, including the confidentiality, non-competition and non-solicitation provisions which Executive acknowledges were discussed in detail prior to and made an express condition of Executive’s continued service as Executive Vice President of ​.

Employment. Employee is employed as the Executive Vice President-Chief Financial Officer of the Bank. Employee’s responsibilities, duties, prerogatives and authority in such offices, and the clerical, administrative and other support staff and office facilities provided to Employee, shall be those customary for persons holding such offices of institutions that are a part of the financial institutions industry.

Employment. This Award Agreement does not confer upon Executive any right to continue in employment, nor shall it, except during the period specified in the preceding sentence, restrict Executive’s right to terminate employment at any time.

Employment. Nothing in the Plan will interfere with or limit in any way the right of the Company or any Affiliate of the Company (as defined in federal securities laws) to terminate any Participant’s employment or service at any time or confer upon any Participant any right to continue in the employ or service of the Company or any Affiliate.