Hovnanian Companies, LLC. (referred to throughout this Agreement as "Employer" or "Hovnanian"), and ​ (referred to throughout this Agreement as "Employee"), agree that:

Section # Fundamental Changes; Holding Companies 116124

For the purpose of this Contract, Group Company means the Company and any company which from time to time is # a Subsidiary of the Company # a Holding Company of the Company, a Subsidiary of any such Holding Company or # an associated company being any company in which the Company or any of the group companies falling within # to # has a shareholding of 50% or more or any company which has a shareholding of 50% or more in the Company or any of the group companies falling within # to # and Group shall mean all such Group Companies at such time. Subsidiary and Holding Company means a subsidiary and holding company as defined in the Companies Act 2006.

Bank Holding Company. None of the Borrowers is a “bank holding company” or a direct or indirect subsidiary of a “bank holding company” as defined in the Bank Holding Company Act of 1956, as amended, and Regulation Y thereunder of the Board of Governors of the Federal Reserve System.

Trustee 102 Awards may not be sold, transferred, assigned, pledged, given as collateral, or mortgaged (other than through a transfer by will or by operation of law), nor may they be subject of an attachment, seizure power of attorney or transfer deed (other than a power of attorney for the purpose of participation in Shareholders meetings or voting such Shares) unless [Section 102] and/or the regulations, rules, orders or procedures promulgated thereunder and the Plan allow otherwise.

Service with Related Companies. For purposes of determining whether a separation from service has occurred under the above provisions, “Commerce” shall include Commerce and all Related Companies.

Service with Related Companies. For purposes of determining whether a Separation from Service has occurred under the above provisions, the “Company” shall include the Company and all Related Companies. “Related Company” means: # any corporation that is a member of a controlled group of corporations (as defined in Code Section 414(b) that includes the Company); and # any trade or business (whether or not incorporated) that is under common control (as defined in Code Section 414(c) with the Company. For purposes of applying Code Sections 414(b) and (c), 50% is substituted for the 80% ownership level

If, after the date hereof, any Issuing Bank or any Lender determines that # any Change in Law regarding capital, liquidity or reserve requirements for banks or bank holding companies, or # compliance by such Issuing Bank or such Lender, or their respective parent bank holding companies, with any guideline, request or directive of any Governmental Authority regarding capital

“Peer Banks” are bank holding companies comparable to Regions as approved by the Committee from time to time.

Associated Company means any holding company or any subsidiary of the Company (as such terms are defined by [section 7] and section 8 of the Companies Act, 2014) or any subsidiary of such holding company;