Interest Periods. The Borrower shall not request that Eurocurrency Loans be outstanding for more than fifteen (15) different Interest Periods at the same time.

At any time when the Borrower shall select, convert to or renew a LIBOR Rate Option, the Borrower shall notify the Lender thereof at least two (2) Business Days, or such shorter period as may be agreed to by the Lender, prior to the effective date of such LIBOR Rate Option by delivering a Loan Request. The notice shall specify an Interest Period during which such Interest Rate Option shall apply. Notwithstanding the preceding sentence, the following provisions shall apply to any selection of, renewal of, or conversion to a LIBOR Rate Option:

Interest Periods. In connection with the making, conversion or continuation of any LIBOR Loans, Borrowers shall select an interest period (“Interest Period”) to apply, which interest period shall be 30, 60, 90 or 180 days (or, with the consent of all Lenders, such other period that is 360 days or less, subject to availability); provided, however, that:

Interest Periods. At any time when the Borrower shall select, convert to or renew Loans under the Euro Rate Option, the Borrower shall notify the Administrative Agent thereof by delivering a Loan Request to the Administrative Agent # at least three (3) Business Days prior to the effective date of such Loans under the Euro Rate Option with respect to a Loan denominated in Dollars, and # at least four (4) Business Days prior to the effective date of such Loans under the Euro Rate Option with respect to an Optional Currency Loan. The notice shall specify an Interest Period during which such Interest Rate Option shall apply.

Interest Periods. After giving effect to all Revolving Borrowings, all conversions of Revolving Loans from one Type to the other, and all continuations of Revolving Loans as the same Type, there shall not be more than ten (10) Interest Periods in effect.

Blackout Periods. Notwithstanding anything in Section 2.1 to the contrary, Parent shall be entitled to postpone and delay the filing or effectiveness (but not the preparation) of any Shelf Registration Statement or the offer or sale of any Registrable Shares thereunder for up to 60 days # for reasonable periods of time in advance of the release of Parent’s quarterly and annual financial results and # for reasonable periods of time (any such postponement and delay permitted by this Section 2.2 being, a “Blackout Period”), if # Parent determines in its good faith judgment that any such filing or effectiveness of a Shelf Registration Statement or the offering or sale of any Registrable Shares thereunder would # impede, delay or otherwise interfere with any pending or proposed material acquisition, disposition, corporate reorganization or other similar material transaction involving Parent as to which Parent has taken substantial steps and is proceeding with reasonable diligence to effect, # adversely affect any registered underwritten public offering of Parent’s securities for Parent’s account as to which Parent has taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering, or # require disclosure of material non-public information which, in the reasonable discretion of Parent, acting in good faith, would have an adverse effect on the business, operations or management of Parent or any of its Affiliates if disclosed at such time or # Parent determines in its good faith judgment that Parent is required 115787666v1

Offering Periods. This Plan will be administered on the basis of sequential six-month offering periods (each an “Offering Period”) until the Plan is terminated: # the six-month period commencing on March 15 and ending on the following September 14, and # the six-month period commencing on September 15 and ending on the following March 14. The Administrator may establish additional or alternative sequential or overlapping Offering Periods, which may have different durations, provided that no Offering Period may exceed 27 months. The first day of each Offering Period will be the “Date of Grant” for that Offering Period, and the last day of each Offering Period will be the “Purchase Date” for that Offering Period. In the event that the Purchase Date of a given Offering Period is not a day when the principal stock exchange or market on which the Common Stock is then traded (the “Principal Exchange”) is open for trading, then the Purchase Date will be the last day prior to such date when the Principal Exchange is open for trading.

Offering Periods. The Plan shall be implemented by a series of Offering Periods, with a new Offering Period commencing on January 15th and July 15th of each year or the first business day thereafter (or at such other time or times as may be determined by the Board). The initial Offering Period shall commence on January 15, 2020 and shall end on July 14, 2020 (the “Initial Offering Period”).

Straddle Periods. All Taxes in respect of a Straddle Period shall be allocated in accordance with the Closing of the Books Method; provided, however, that any Combined Tax Returns in respect of the Taxable year ending January 2020 will be governed by Section 3(a).

Notice Periods. Throughout any notice period required by this Section 5, the Company will continue Executive’s Base Salary (payable in accordance with the Company’s normal payroll practices) and benefits, in accordance with the applicable terms of such benefit plans or arrangements, and payments shall continue to accrue and be payable under any bonus plan.