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.

Non-Equity Incentive Plan Compensation. Executive shall remain eligible to receive non-equity incentive plan compensation for the fiscal year ending April 28, 2018 under the Company’s Management Incentive Compensation Plan. Executive shall not receive any other additional non-equity incentive plan compensation.

Equity Compensation. [Section 2] of the Employment Agreement is amended by adding the following new [Section 2(f)]:

Equity Compensation. The Board or a committee of the Board (each in its discretion) may, but is not obligated to, grant equity awards to the Executive from time to time. The Board or a committee of the Board periodically (in good faith and generally annually) shall consider granting such awards (which may be performance-based awards, as determined by the Board or a committee thereof) in light of the Executive’s continuing contributions to the Company’s operational and strategic performance.

Equity Compensation. The outstanding equity-based awards held by Pennypacker under [[Organization A:Organization]] 2013 Omnibus Incentive Plan (the “Plan”) as of the Separation Date shall be treated in accordance with the Plan and the applicable award agreement except to the extent otherwise provided below:

In addition to any Elective Options, each Non-Employee Director shall be granted options to purchase Shares (each, an “Option”) as set forth in the following table. Each Option shall be granted under and subject to the terms and provisions of the Equity Plan and shall be subject to an award agreement, including attached exhibits, in substantially the form previously approved by the Board.

Equity Compensation. During the Initial Term, the Executive shall be eligible to receive equity compensation of a minimum of 4.5 million shares as determined by performance goals established by the Board of Directors upon consultation with the Executive. For each calendar year during the Term beginning in 2018, the Executive will be eligible to receive annual equity grants as defined in [Exhibit II]. The structure and terms of the equity grants to the Executive will be the same for the senior management team.

Equity Compensation. The Executive shall be eligible to participate in Parent’s equity incentive plan according to its terms and conditions, as defined by Parent from time to time in its sole discretion. Both entitlement to any equity awards and the amount shall be determined by Parent in its sole discretion.

Equity Compensation. Non-Employee Directors shall be granted the equity awards described below. The awards described below in paragraphs 3(a) and 3(b) shall be granted under and shall be subject to the terms and provisions of the Equity Plan and shall be granted subject to an award agreement in substantially the same form approved by the Board on or prior to the grant date, setting forth the terms of the award, consistent with the Equity Plan. For purposes of this Section 3, the number of shares subject to any restricted share unit award will be determined by dividing the grant date dollar value specified under [subsection (a) or (b)])] hereof by the Fair Market Value (as defined in the Equity Plan) of a share of the Company’s common stock on the grant date.

For his or her services as a director of the Company, the Director is eligible to receive awards under the Company’s equity incentive plans as may from time to time be determined by the Board or the administrator of such plan in its sole discretion. Upon execution of this agreement the Director will receive 10,000 Preferred Series A Shares in value of $100,000 under the terms and conditions set forth in the Certificate of Designation.