Non-Cash Benefits. In making its determination under this [Section 3.7], the value of any non-cash benefit shall be determined by the Auditor in accordance with the principles of Code Section 280G(d)(3).

The Employee shall receive on the 1st of each month non-qualified stock options to purchase 25,000,000 (twenty-five million) shares of common stock of the Company at an exercise price equal to ​ (one hundred thousandth of ​) and a ten-year expiration time. These options shall be exercisable for cash or on a cashless exercise basis. The number of shares subject to the option and current strike price shall be subject to appropriate adjustment in the case of stock splits, stock dividends and recapitalizations.

Benefits Non‑Assignable. No right or interest of a participant in this Plan shall be assignable or transferable, in whole or in part, either directly or by operation of law or otherwise, including but not by way of limitation, execution, levy, garnishment, attachment, pledge, bankruptcy, assignments for the benefit of creditors, receiverships, or in any other manner, excluding transfer by operation of law as a result solely of mental incompetency.

all other fringe benefits (cash and non-cash),

non-cash deferred compensation, stock-option or employee benefits-based and non-cash other equity-based compensation expenses,

Payment of Cash Severance Benefits. The Severance Benefits described in [Sections 4.1(a)] to which a Participant is entitled shall be paid to the Participant according to the following payment schedule:

Except as provided in paragraph # below (relating to disability pensions), all payments of Non-Grandfathered Plan Benefits shall commence on the first day of the month after the Employee’s Separation from Service or the Employee’s attainment of age 60, if later; provided, however, that if an Employee is a Specified Employee, payment of any Non-Grandfathered Plan Benefit shall not be made within the first six months following the Employee’s Separation from Service. In the event distribution to a Specified Employee is so delayed, payment of the Non-Grandfathered Plan Benefit shall begin on the first day of the seventh month following Separation from Service and the first such payment shall be increased to reflect the missed payments (with interest accumulated in accordance with Pension Board procedures).

If Executive’s employment is terminated in circumstances entitling Executive to Change in Control Non-Compete Benefits as provided in [Section 5(a)], ​ shall pay Executive, in a single lump sum payment in cash, and subject to [Section 26], within 10 days of the Date of Termination, Change in Control Non-Compete Benefits in an amount equal to the sum of:

other non-cash charges, expenses or losses (excluding any such non-cash charge, expense or loss to the extent that it represents an accrual of or reserve for cash expenses in any future period, an amortization of a prepaid cash expense that was paid in a prior period, or write-off or write-down of reserves with respect to current assets but including # any non-cash increase in expenses resulting from the revaluation of inventory (including any impact of changes to inventory valuation policy methods including changes in capitalization and variances), # charges recognized in relation to post-retirement benefits as a result of the application of FASB ASC 715 or other charges necessary to adjust the defined benefit pension expense to reflect service cost only, # non-cash losses on minority interests owned by any member of the Restricted Group, # the non-cash impact of accounting changes or restatements, # non-cash fair value adjustments in Investments, and # any other non-cash losses and expenses resulting from fair value accounting required by the applicable standard under GAAP and related interpretations) all as determined on a consolidated basis,

The value of severance benefits to any Covered Executive shall be determined by the Board in good faith, without discounting for present value, and with the value of any non-cash components of such benefits being determined at fair market value as of the date of such Change in Control.