Cash-out. In the event of a Change in Control, the Committee may, in its discretion and upon at least ten (10) days’ advance notice to the Optionee, cancel the Option and pay to the Optionee the value of the Option based upon the price per share of Common Stock received or to be received by other shareholders of the Company in the event. Notwithstanding the foregoing, if at the time of a Change in Control the Exercise Price of the Option equals or exceeds the price paid for a share of Common Stock in connection with the Change in Control, the Committee may cancel the Option without the payment of consideration therefor.

The Company shall establish and maintain, as appropriate, separate unfunded Cash Accounts for each Director who has elected that any portion of his or her Deferred Cash Compensation be credited to a Cash Account.

Each director shall be entitled to a Cash Retainer equal to $80,000.

Cash Compensation. The Company shall pay to the Executive compensation for his/her services during the Contract Period as follows:

Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that ​ receives notice from the Administrative Agent or the Required ​ (or, if the maturity of the Loans has been accelerated, ​ with LC Exposure representing greater than 50% of the total LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, ​ shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of ​ (the “LC Collateral Account ”), an amount in cash equal to 103% of the Dollar Amount of the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that # the portions of such amount attributable to undrawn Foreign Currency Letters of Credit or LC Disbursements in a Foreign Currency that ​ is not late in reimbursing shall be deposited in the applicable Foreign Currencies in the actual amounts of such undrawn Letters of Credit and LC Disbursements and # the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to ​ described in [clause (h) or (i) of Article VI]I]. For the purposes of this paragraph, the Foreign Currency LC Exposure shall be calculated using the applicable Exchange Rate on the date notice demanding cash collateralization is delivered to ​. ​ also shall deposit cash collateral pursuant to this paragraph as and to the extent required by [Section 2.11(b)]. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at ​’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of ​ for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of ​ with LC Exposure representing greater than 50% of the total LC Exposure), be applied to satisfy other Obligations. If ​ is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount and all interest thereon (to the extent not applied as aforesaid) shall be returned to ​ # if provided within three (3) Business Days after all Events of Default have been cured or waived, and # if provided pursuant to [Section 2.11(b)], within three (3) Business Days after cover for LC Disbursements pursuant to [Section 2.11(b)] is no longer necessary to eliminate the excess referred to therein.

Cash Retainers. Each Nonemployee Director is eligible to receive cash retainers at the applicable rates set forth in the following table for each full year of service as # a chairperson and/or member of the Board and # a chairperson of a committee of the Board (“Committee”):

Section # The Closing. Simultaneous with the execution of this Agreement, the Parties shall execute such transfer documents as counsel for RQS United within the Republic of Seychelles shall provide to enable the transfer of the shares of RQS United described in Section 4.01 above. At a mutually convenient place and time after filing of said transfer documents with the Republic of Seychelles, the Parties shall hold a “Closing” at which RQS Capital shall deliver to Tianci a certificate issued by RQS United reciting ownership of the Transfer Shares by Tianci, and Tianci shall deliver to RQS Capital a notice issued by Tianci’s transfer agent reciting book entry of the Exchange Shares in the name of RQS Capital. At the same time, Tianci shall wire the Cash Payment to the account of RQS Capital.

Cash Consideration. The Director shall receive a salary of ten thousand dollars ($10,000) paid within ten (10) days of the end of each fiscal quarter, i.e. March 31, June 30, September 30 and December 31.

Cash Awards. The Plan Administrator shall have the discretionary authority under the Plan to make Cash Awards which are to vest in one or more installments over the Participant’s continued Service with the Corporation or upon the attainment of specified performance goals. Each such Cash Award shall be evidenced by one or more documents in the form approved by the Plan Administrator; provided however, that each such document shall comply with the terms specified below.

Cash Collateral. If the reallocation described in [clause (iv) above] cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, Cash Collateralize the Issuing Bank’s Fronting Exposure in accordance with the procedures set forth in [Section 2.17(i)].