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Equity Incentive Compensation. During the Term, Executive shall be eligible to participate in the Company’s equity incentive plans pursuant to the Company’s Amended and Restated 2009 Stock Incentive Plan (the “Plan”) (or any successor thereto) or such other plans or programs as the Compensation Committee shall determine. In the event that the vesting terms of the applicable award agreements governing Executive’s equity-based incentive awards differ from or are in conflict with the vesting terms set forth in Section 7 of this Agreement, the terms of this Agreement shall govern and control.

Equity Awards and Incentive Compensation.Compensation: During the Term,term of employment, the Executive shall be eligible to participate in any equity-based incentive compensation plan or program adopted by the Company’s equity incentive plans pursuant toCompany (such awards under such plan or program, the Company’s Amended and Restated 2009 Stock Incentive Plan (the “PlanShare Awards) (or any successor thereto) or such other plans or programs as the Compensation Committee or Board may from time to time determine. Share Awards shall determine. Inbe subject to applicable plan terms and conditions and any additional terms and conditions as determined by the event thatCompensation Committee or the vesting terms of the applicable award agreements governing Executive’s equity-based incentive awards differ from or are in conflict with the vesting terms set forth in Section 7 of this Agreement, the terms of this Agreement shall govern and control. Board.

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