Company Policies. (i) The Executive agrees to comply with the terms of the Company's policies and practices, including the Company's Employee Handbook, as it exists from time to time, and # all amounts payable under this Agreement shall be subject to any compensation recoupment policy adopted by the Company to comply with applicable law or to comport with good corporate governance practices, as determined by the Board in its sole discretion, including, but not limited to, the Executive Incentive Compensation Recoupment Policy, as such policy or policies may be amended from time to time.

Employment Policies. The employment relationship between the parties shall also be governed by the general employment policies and practices of the Company, including but not limited to those policies relating to protection of confidential information and assignment of inventions. In the event of a conflict between the terms of this Agreement and the Company’s general employment policies or practices, this Agreement shall control.

Board Policies. Investor (and the Investor Director) acknowledges that it has received and reviewed all Company policies applicable to the members of the Board, copies of which have been provided to the Investor (the “Policies”), and agrees to abide by all Policies during the term of this Agreement and for any period thereafter whereby such Policies would apply to all directors. The Company has provided copies to Investor of all Policies covered by this [Section 2(c)]. Any material violation by the Investor Director of the Policies shall constitute a breach of this Agreement, resulting in its termination following 10 day prior written notice during which period the Investor and/or the Investor Director may be provided the opportunity to cure such breach, if possible.

Company Policies. The parties hereto acknowledge that the New Director, upon appointment to the Board, will serve as a member of the Board and will be governed by the same protections and obligations as a member of the Board (including as set forth in the Company Policies), and shall have the same rights and benefits, including with respect to insurance, indemnification, compensation and fees, as are applicable to all independent directors of the Company. The Company represents and warrants that all Company Policies currently in effect are publicly available on the Company’s website or described in its proxy statement filed with the Securities and Exchange Commission (the “SEC”) on June 30, 2017 or have otherwise been provided to the Investors, and such Company Policies will not be amended prior to the appointment of the New Director other than as may be required to implement this Agreement or as required by law, regulation or the rules of any applicable national securities exchange.

Company Policies. The Participant agrees that the Award, and the right to receive and/or retain any vested Performance Share Units or payments covered by this Award, will be subject to any applicable clawback or recoupment policies, share trading policies and other policies that may be implemented from time to time by the Company’s Board of Directors, a duly authorized committee thereof or the Company, or as required by applicable law or any applicable securities exchange listings standards. By accepting this Award under the Plan, the Participant agrees and acknowledges that the Participant is obligated to cooperate with, and provide any and all assistance necessary to, the Company to recover or recoup any Award or amounts paid under the Plan subject to clawback pursuant to such policy, law or standard. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to recover or recoup any Award or amounts paid pursuant to this Award.

Corporate Policies. During the Term, the Executive shall be subject to all of the Company’s corporate governance and executive compensation policies in effect from time to time, including any stock ownership guidelines.

Company Policies. All amounts payable under the Agreement shall be subject to any applicable clawback or recoupment policies, share trading policies and other policies that may be implemented by the Company’s Board of Directors from time to time.

Company Policies. As a Company employee, you will be expected to abide by Company rules and policies, and execute and abide by the Company’s Confidentiality, Noncompetition, and Invention Assignment Agreement, a copy of which is attached hereto as [Exhibit A] for your execution. You must sign this agreement as a condition of your employment.

Liens on insurance policies of the Borrower and its Subsidiaries and the proceeds thereof securing the financing of the premiums with respect to such insurance policies;

“Life Insurance Policies” shall mean the whole life insurance policies issued by the Life Insurance Companies, as may be submitted by Borrowers to Administrative Agent from time to time hereunder which are acceptable to Administrative Agent for consideration to become an Eligible Life Insurance Policy.