Long-Term Incentive Bonus Awards. Employee will receive awards under the Company’s long-term cash-based and/or equity-based programs, which may include stock options, stock appreciation rights, performance and non-performance restricted stock or restricted stock units, and/or cash, as determined by the Compensation Committee. Employee will receive stock awards approved by the Compensation Committee at its July 11, 2016 meeting with an aggregate grant value of approximately $1 million, containing such terms as the Compensation Committee shall provide.

“Obligations” means any and all indebtedness or other obligations of the [[Organization A:Organization]] to the ​ in any capacity, now existing or hereafter incurred, however created or evidenced, regardless of kind, class or form, whether direct, indirect, absolute or contingent (including obligations pursuant to any guaranty, endorsement, other assurance of payment or otherwise), whether joint or several, whether from time to time reduced and thereafter increased, or entirely extinguished and thereafter reincurred, together with all extensions, renewals and replacements thereof, and all interest, fees, charges, costs or expenses which accrue on or in connection with the foregoing, including any indebtedness or obligations # not yet outstanding but contracted for, or with regard to which any other commitment by the ​ exists; # arising prior to, during or after any pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding; # owed by the [[Organization A:Organization]] to others and which the ​ obtained, or may obtain, by assignment or otherwise; and # payable under this Agreement.

Long Term Debt. Seller represents and warrants that as of the date of this Agreement the Company has, and as of the date of closing on the transactions contemplated herein shall have, no long term debt.

Long-Term Disability. In the event you are absent due to a LTD and you are receiving compensation under a the Company LTD plan, then, effective on the date you begin receiving compensation under such plan, # this Agreement shall terminate without any further action required by the Company, # you shall be considered an “at-will” employee of the Company, and # you shall have no guarantee of specific future employment nor continuing employment generally when your receipt of compensation under a the Company LTD plan ends, except as required by applicable law . In the event of such termination of this Agreement, you shall receive # any Accrued Compensation and Benefits and # for the year in which such termination occurs, any Bonus or Pro-Rated Bonus, as applicable, which you would have been entitled to receive, calculated in accordance with paragraph 19(e)(iii). Except as set forth in the previous sentence, the compensation provided to you under the applicable LTD plan shall be in lieu of any compensation from the Company (including, but not limited to, the Salary provided under this Agreement or otherwise). Your participation in any other the Company benefit plans or programs shall be governed by the terms of the applicable plan or program documents, award agreements and certificates.

Long Term Incentive. Executive will be granted a Multi-year Performance Period (“MPP”) award for service performed in 2018, 2019 and 2020 under the Company's 2017 Incentive Plan, to be determined and paid in equity during early 2021. Under this award, Executive will be entitled to receive between 0% and 200% of his target award, based on performance goal attainment during the three year performance period. Executive’s 2018 MPP target award will be a share amount with a grant date value equal to 200% of his actual 2018 Base Salary, pro-rated for the portion of the performance period during which he is actually employed. The Compensation Committee of the Company's Board of Directors has determined that the 2018 MPP award goal for senior management, including Executive, will be a specified level of Company Adjusted EBITDA (as defined in the award agreements). The Committee retains the right to exercise its discretion, after the end of 2020, as in prior years, to determine to what extent the MPP awards Executive and the other executive officers have been earned, and reserves the right to take individual performance factors into account, and to employ subjective and objective criteria. (The other terms of this award shall be as specified in the 2018 Multi-year Performance Award Agreement). Executive will be eligible in 2019 thereafter to participate in the 2019 MPP award or any other long term executive bonus program, as the same may be adopted, amended, modified or terminated by the Company, in accordance with its terms. Target bonuses in future periods will be at the discretion of the Compensation Committee.

The Corporation may also provide for a long-term award from time to time for selected Participants as designated by the Committee. These awards will be granted for attainment of longer-term goals, usually for three (3) years or longer. Such awards will consist of two distinct parts: # an amount payable in cash and earned immediately; and # an amount in market value shares of common stock. At the end of the performance period the Committee shall determine # the amount of cash earned, which shall be paid in a lump sum after the end of the performance period and # the number of shares. These shares of stock are fixed at a maximum amount and will be subject to a substantial risk of forfeiture over the succeeding five (5) years based on the Participant remaining with the Corporation and the Corporation continuing to have positive net income calculated as of the end of each calendar year, as described in Section 8 as the Forfeiture Period. The total value of cash and stock as of the end of each performance period shall not exceed $1 million. Total long-term awards paid in a single calendar year to a single Participant made in cash and in shares shall not exceed $3 million in the aggregate.

Long Term Compensation. In addition to your Salary and Bonus, you shall receive the following grants of long-term compensation under the ​ 2009 Long-Term Incentive Plan (as amended from time to time, together with any successor plan, the “LTIP”):

Long Term Incentive. As additional consideration for entering into this Agreement, Employee shall be eligible for a one-time long term incentive grant (“LTI”) of 100,000 restricted shares, subject to approval by the Board of Directors or the Compensation Committee of ​, as applicable.

You will participate in the Company’s Long-Term Incentive Plan (“LTIP”) performance cycle for fiscal 2015-2017, and in addition to the LTIP award you were granted in December 1, 2014 with respect to the fiscal 2015-2017 performance cycle, you will receive a grant on August 1, 2015 of additional LTIP awards for the fiscal 2015-2017 performance cycle with an aggregate target award opportunity of $1,700,000, provided that you continue to be employed by the Company as Chief Executive Officer and President on the grant date. The LTIP awards will be composed of # performance share units with a grant date cash value of $1,190,000 subject to the achievement of the same performance objectives over the three-year performance period for the fiscal 2015-2017 performance cycle as apply to your December 1, 2014 grant of performance share units, which will be subject to the terms of a Performance Share Unit Agreement in the form previously approved by the Compensation and Management Development Committee (the “Committee”) and the LTIP and will vest on August 1, 2018, provided that you are still employed by the Company or a subsidiary or affiliate of the Company on that date and # restricted share units with a grant date cash value of $510,000, which will be subject to the terms of a Restricted Share Unit Agreement in the form previously approved by the Committee and the LTIP and will vest on August 1, 2018, provided that you are still employed by the Company or a subsidiary or affiliate of the Company on that date.

No Bonus or Long-Term Incentive Payment. No payments made hereunder shall be used in the calculation of any Bonus or long-term incentive amounts due under an Employer’s bonus or incentive compensation plan which may be in effect from time to time for the benefit of employees in general or for the Participant in particular.