Other Covered Persons. The Company is not aware of any person (other than any Issuer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Securities.

Payments to Other Persons. If payments are legally required to be made to any person other than the person to whom any amount is available under the Plan, payments will be made accordingly. Any such payment will be a complete discharge of the liability of the Company.

Claims of Other Persons. The provisions of the Plan shall in no event be construed as giving any person, firm or corporation any legal or equitable right as against the Company, its officers, employees, or directors, except any such rights as are specifically provided for in the Plan or are hereafter created in accordance with the terms and provisions of the Plan.

Covered Entity No Borrower is a Covered Entity

Covered Employees. Notwithstanding any other provision of the Plan, if the Committee determines at the time an Award is granted to a Participant who is, or is likely to be, as of the end of the tax year in which the Company would claim a tax deduction in connection with such Award, a Covered Employee, then the Committee may provide that this [Article 7] is applicable to such Award.

Missing Persons. If the Committee is unable to locate a Participant or beneficiary whose Account becomes distributable under the Plan or if the Plan has made a distribution, but the Participant or beneficiary for any reason does not cash the distribution check, such Account shall be administered according to the Plan’s missing persons process as then in effect, which is made a part of the Plan and incorporated herein by reference.

Prohibited Persons. Neither ​ nor any of its respective officers, directors, shareholders, partners, members or affiliates (including without limitation indirect holders of equity interests in ​) is or will be an entity or person # that is listed in the Annex to, or is otherwise subject to the provisions of Executive Order 13224 issued on ​ (“​”), # whose name appears on the United States Treasury Department's Office of Foreign Assets Control (“OFAC”) most current list of “Specifically Designated National and Blocked Persons” (which list may be published from time to time in various mediums including, but not limited to, the OFAC website, http:www.treas.gov/ofac/t11sdn.pdf) # who commits, threatens to commit or supports “terrorism”, as that term is defined in EO13224, # is subject to sanctions of the United States government or is in violation of any federal, state, municipal or local laws, statutes, codes, ordinances, orders, decrees, rules or regulations relating to terrorism or money laundering, including, without limitation, ​ and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, or # who is otherwise affiliated with any entity or person listed above (any and all parties or persons described in clauses # – # above are herein referred to as a “Prohibited Person”). ​ covenants and agrees that neither ​ nor any of its respective officers, directors, shareholders, partners, members or affiliates (including without limitation indirect holders of equity interests in ​) shall # conduct any business, nor engage in any transaction or dealing, with any Prohibited Person, including, but not limited to, the making or receiving of any contribution of funds, goods, or services, to or for the benefit of a Prohibited Person, or # engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in ​.

ARTICLE # AFFIRMATIVE COVENANTS

No Payments will be paid to an Officer (and the Officer will not be considered to have experienced a Qualifying Termination) upon commencement of a leave of absence, including military service leave, or if:

Non-Covered Employees. The performance objectives for Participants who are not Covered Employees may be based on [Section 162(m)] Criteria or on criteria different from or supplemental to the [Section 162(m)] Criteria.