Grant Under Plan. This option is granted pursuant to and is governed by ​’s 2007 Stock Option and Incentive Plan (the “Plan”) and, unless the context otherwise requires, terms used herein shall have the same meaning as in the Plan.

Plan and Grant Certificate. This Award is subject to all of the terms and conditions in this Certificate and in the Plan. If a determination is made that any term or condition in this Certificate is inconsistent with the Plan, the Plan will control. All of the capitalized terms not otherwise defined in this Certificate will have the same meaning in this Certificate as in the Plan. A copy of the Plan will be available to the Director upon written request to the Secretary of CPI.

Pursuant to [Section 2.21] of the Credit Agreement, the Borrower has requested that the Person set forth on [Schedule I] hereto (the “Incremental Revolving Facility Lender”) provide Incremental Revolving Facility Commitments under the Credit Agreement (the “Incremental Revolving Facility Commitments”) to the Borrower in an aggregate amount equal to ​.

Pursuant to [Section 6.11] of the Amended and Restated Credit Agreement, CoBank’s Pro Rata Share of the Loans and other Secured Obligations due to CoBank shall be secured by a statutory first lien on the CoBank Equities, but such CoBank Equities shall not constitute security for the Secured Obligations due to any Secured Party other than CoBank.

Pursuant to [Section 7.02(a)] of the LLC Agreement, NEP Member has assigned its right to purchase the outstanding Blocker Interests to ​, ​ and wholly-owned subsidiary of NEP.

Pursuant to [Section 3.2] of the Agreement, IGI delivered to PBGC a signed promissory note dated ​ and an amortization schedule for quarterly payments of principal and interest payable in the specified payment amounts set forth in the amortization schedule.

Pursuant to [Section 2.16] of the Credit Agreement, the Company hereby proposes to increase (the “Increase”) the Aggregate Commitments from ​ to ​.

Grant. Subject to the provisions of the Plan, Committee may also authorize grants to Participants of Stock Appreciation Rights. A Stock Appreciation Right provides a Participant the right to receive from the Company an amount, which shall be determined by the Committee and shall be expressed as a percentage (not exceeding 100 percent) of the Spread at the time of the exercise of such right.

Grant. The Committee shall have sole and complete authority to determine the Participants who shall receive a Performance Award, which shall consist of a right that is # denominated in cash or Shares, # valued, as determined by the Committee, in accordance with the achievement of such performance goals during such performance periods as the Committee shall establish, and # payable at such time and in such form as the Committee shall determine.

Grant. Subject to the restrictions, limitations, terms and conditions specified in the Plan and this Agreement, effective as of the Award Date, Southwestern hereby grants the Participant ​ RSUs.