“Remediation Period” means a two (2) successive full calendar quarter period beginning after the occurrence of either a Level 1 Collateral Event or a Level 2 Collateral Event throughout which Ethan Allen Interior Inc.’s # Tangible Net Worth exceeds * and # Working Capital exceeds * . Notwithstanding the foregoing, the parties may mutually agree that a Remediation Period has been completed.

Reduction Period. Your base monthly salary and Travel and Housing Accommodation Allowance will be reduced by the Salary Reduction Percentage (as defined below) and the Housing Allowance Percentage (as defined below), respectively, for the calendar months April, May and ​ (“Compensation Reduction Program Period”).

Inspection Period. The Seller and Purchaser agree to extend the Inspection Period, as referenced in [Section 3(a)] of the Agreement, until ​, (the “Inspection Period”).

Transition Period. The five-year period from ​ to ​.

Employment Period. Unless earlier terminated in accordance with [Sections 6 or 8]8] of this Agreement, Employee’s employment shall be for an initial term of 36 months beginning as of the Effective Date. On the first anniversary of the Effective Date and on each anniversary thereafter (the “Renewal Date”), this Agreement shall be extended automatically for one additional year unless the Board of Directors of Bancorp (the “Bancorp Board”) or the Employee determines, and prior to the Renewal Date sends to the other party written notice, that the term shall not be extended. If the Bancorp Board decides not to extend the term, this Agreement shall nevertheless remain in force until its existing term expires. The Bancorp Board’s decision not to extend the term shall not – by itself – give Employee any rights to claim an adverse change in position, compensation, or circumstances or otherwise to claim entitlement to severance benefits under this Agreement. References herein to the term of this Agreement or to the “Employment Period” shall refer to the initial term, as the same may be extended. For purposes of this Agreement, “Terminate” (and variations and derivatives thereof) shall mean, when used in connection with a cessation of employment, that Employee has incurred a separation from service as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and guidance and regulations issued thereunder (“[Section 409A]”).

Restricted Period. During the Restricted Period, the Participant may not sell, assign, transfer, or otherwise dispose of, or mortgage, pledge or otherwise encumber the Award, and any such attempted sale, assignment, transfer, pledge or disposal shall be void. Except as provided under paragraph 2, the Award, including any accrued dividend equivalents, shall be subject to forfeiture until the end of the Restricted Period. The Participant becomes 100% vested in the number of PRSUs earned based on attainment of the Performance Goal at the end of the Restricted Period as approved and authorized by the Committee.

Performance Period. Your RSUs are subject to a three-year performance period that began on ​ and ends on ​ (the “Performance Period”).

Performance Period. The Performance Period applicable to the Long-Term Incentive Award shall be the period set forth in the Statement of Performance Goal.

Consulting Period. Effective as of the day immediately following the Retirement Date and through ​ (such period, the “Consulting Period” and such date, the “Consulting Period Termination Date”), Executive shall # assist with the onboarding of the Successor Chief Executive Officer, # assist with the transition of the roles, responsibilities and duties of the chief executive officer of the Company to the Successor Chief Executive Officer, # assist with key client management, and # provide any other transition services and support to the Successor Chief Executive Officer and the Company as mutually agreed by the Board of Directors of the Company (the “Board”), the Successor Chief Executive Officer and Executive (the “Consulting Services”).

Holding Period. Shares of Common Stock paid to the Grantee pursuant to this Grant Agreement must be held for at least one year following the delivery date (except for such shares of Common Stock used to satisfy any tax withholding obligation or fees) and may be used to satisfy any Company stock ownership requirements imposed by the Company.

FIRST RENEWAL PERIOD. ​ shall have the right to renew this Lease for a term of five (5) years consecutive with the term herein provided (“First Renewal Period”), at the then “fair market rent”. ​ shall give the ​ no less than nine (9) months prior written notice of ​'s intention to exercise the option to renew prior to the Lease expiration, or ​’s option shall be considered waived. The “fair market rent” as contemplated by Paragraph [Section 3b] hereof shall be determined as follows: Upon receipt of ​’s notice of renewal, ​ shall notify ​ of ​'s opinion of the fair market rent for the First Renewal Period. If ​ disputes ​'s opinion, ​ shall, within thirty (30) days after ​'s said notice, by written notice to ​, either withdraw its exercise of its renewal option or notify ​ that ​ elects arbitration in accordance with then prevailing Rules of Commercial Arbitration of the American Arbitration Association. If ​ elects arbitration, it shall deliver a written notice to ​ within fifteen (15) days after its notice to ​ electing arbitration specifying ​’s determination of fair market rent for the First Renewal Period. The said Association shall designate an appraiser familiar with office buildings located in the Hennepin County, Minnesota area that is reasonably acceptable to ​ and ​. The arbitrator shall, after hearing testimony from the parties and their expert witnesses, determine which of ​’s determination of the fair market rent or ​’s determination of fair market rent is closest to the actual fair market rent, and that amount shall be the Base Rent for the First Renewal Period. Each party shall pay the cost and expenses of its own expert witnesses and attorney’s fees, and the cost of the arbitration shall be shared equally by the parties.

Benchmark Unavailability Period. Upon Borrower’s receipt of notice of the ‎commencement of a Benchmark Unavailability Period, ‎Borrower may revoke any request for a ‎Loan utilizing the then-current Benchmark ‎‎(including, if the then-current Benchmark is ‎SOFR or Term SOFR) of, conversion to or ‎continuation of Loans utilizing the then-current ‎Benchmark (including, if the then-current ‎Benchmark is SOFR or Term SOFR) to be made, ‎converted or continued during any Benchmark ‎Unavailability Period and, failing that, Borrower ‎will be deemed to have converted any such ‎request into a request for a Loan of or conversion ‎to Base Rate Loans. Any outstanding ‎affected Loans bearing interest at the then-current ‎Benchmark shall be converted to Base Rate ‎Loans immediately, or after the Benchmark Transition Start Date for Term SOFR, as of the last day of any applicable ‎Interest Period. During a ‎Benchmark Unavailability Period (including, without limitation, with respect to SOFR) or at ‎any time that a tenor for ‎the then-current Benchmark is not an Available Tenor, the component of ‎the Base Rate based ‎upon the then-current Benchmark, SOFR or such tenor for such Benchmark, ‎as applicable, will ‎not be used in any determination of the Base Rate.

Lock-Up Period. Participant hereby agrees that Participant shall not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Stock (or other securities) of the Company or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Common Stock (or other securities) of the Company held by Participant (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed 180-days following the effective date of any registration statement of the Company filed under the Securities Act (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions including, but not limited to, FINRA Rule 2241, if applicable, or any similar or successor provisions or amendments thereto).

Period of Option. The period of each Option shall be 10 years from the date it is granted.

Consideration Period & Signature. You acknowledge that the Company advises you to consult with an attorney prior to executing this Agreement and re-executing this Agreement as required by [Sections 11, 33 and 34]4]4] hereof. You further acknowledge that you have been given at least 21 days to consider the terms of this Agreement, that you have been able to use this period, or as much of this period as you desire, and that you have executed and re-executed, as applicable, this Agreement voluntarily with the express intention of making a binding legal Agreement, including giving up all claims against ​. You forever waive any relief not explicitly set forth in this document. The 21-day review period will not be affected or extended by any revisions, whether material or immaterial, that might be made to this Agreement.

Benchmark Unavailability Period. Upon the Seller’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Seller may revoke any request for a Purchase bearing interest based on Euro-Rate or LMIR, as applicable, conversion to or continuation of Purchases bearing interest based on Euro-Rate or LMIR, as applicable, to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Seller will be deemed to have converted any such request into a request for a Purchase of or conversion to Purchases bearing interest under the Base Rate. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Base Rate.

Purchase Period Limitation. Subject to the calendar year limit provided by [Section 7.2], the maximum number of Shares that a Participant will have the right to purchase in any Offering Period pursuant to an Option intended to qualify under Section 423 of the Code will be 2,500 Shares.

Except as otherwise provided herein, provided that the Grantee remains in Continuous Service through the applicable vesting date, the Restricted Stock will vest in accordance with the following schedule:

Period of Restriction. The Award of Restricted Stock Units described in this Agreement shall be subject to the Period of Restriction as set forth in Paragraph 2; for purposes of this Agreement, “Period of Restriction” means the period of time after which the Award shall be deemed “vested” and settled in cash as provided in the Plan and this Agreement. The Restricted Stock Units awarded hereunder, and all rights with respect to such Restricted Stock Units, may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated.

Period of Limitations. No action, lawsuit, or proceeding may be brought against Indemnitee or Indemnitee's spouse, heirs, executors, or personal or legal representatives, nor may any cause of action be asserted in any such action, lawsuit, or proceeding, by or on behalf of the Company, after the expiration of two years after the statute of limitations commences with respect to Indemnitee's act or omission which gave rise to the action, lawsuit, proceeding, or cause of action; provided, however, that, if any shorter period of limitations is otherwise applicable to any such action, lawsuit, proceeding, or cause of action, the shorter period shall govern.