Repayment/Clawback. It is the Company’s intent, through the Restricted Unit grant contemplated herein, to incentivize Participant to voluntarily remain in its employ at least through September 1, 2021. Nevertheless, Participant has expressly requested that the Restricted Units granted herein vest ratably as set forth in Paragraph 3, above. Therefore, Participant expressly agrees that should his employment with the Company terminate prior to September 1, 2021 for any reason other than death or disability, he shall repay to the Company fifty percent (50%) of all the moneys paid to him pursuant to this Award Agreement through the date of termination. The amount to be repaid, if any, shall be considered a debt owed by Participant to the Company, and not repayment of wages. Furthermore, in the event Participant becomes obligated to make a payment to the Company in accordance with this Paragraph 6, Participant agrees to remit such payment within 30 days of termination and, to the extent permitted by law, authorizes the Company to withhold from his last payment of wages (or any other amounts that the Company may owe Participant) any portion of the obligations owed by Participant pursuant to this Paragraph 6.

Compliance with Applicable Law and/or Company Clawback Policy. Any benefits the Optionee may receive hereunder shall be subject to repayment or forfeiture as may be required to comply with # any applicable listing standards of a national securities exchange adopted in accordance with Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (regarding recovery of erroneously awarded compensation) and any implementing rules and regulations of the U.S. Securities and Exchange Commission adopted thereunder, # similar rules under the laws of any other jurisdiction and # any policies adopted by the Company to implement such requirements, all to the extent determined by the Company in its discretion to be applicable to the Optionee.

Repayment Obligations. Upon exercise, payment or delivery of an Award, the Participant shall certify in a manner acceptable to the Company that he or she has complied with the terms and conditions of the Plan. In the event a Participant fails to comply with any provision in this Article 6 at any time before or after exercise, payment or delivery of an Award, the Participant shall repay to the Company the net proceeds of any exercises, payments or deliveries of Awards which occur at any time after the earlier of the following two dates: # the date three (3) years immediately preceding any such violation; or # the date six (6) months prior to the Participant’s Termination of Employment. The Participant shall repay to the Company the net proceeds in such manner and on such terms and conditions as may be required by the Company, and the Company shall be entitled to set-off against the amount of any such net proceeds any amount owed to the Participant by the Company, to the extent that such set-off is not inconsistent with Code Section 409A. For purposes of this paragraph, “net proceeds” shall mean # for each Option or SAR exercise, the difference between the Option Price and the greater of # the price of Shares on the date of exercise or # the amount realized upon the disposition of the underlying Shares, less any applicable taxes withheld by the Company; # for RSUs or Performance Stock Units, the greater of # the number of net Shares delivered to the Participant multiplied by the closing price of Shares on the date of delivery or # the amount realized upon the disposition of the number of net Shares delivered, in either case less any applicable taxes withheld by the Company; # for Restricted Stock, the greater of # the number of net Shares retained by, or delivered to, the Participant after any restrictions lapse multiplied by the closing price of Shares on the date the restrictions lapse or # the amount realized upon the disposition of the number of net Shares delivered, in either case less any applicable taxes withheld by the Company; and # for all other Awards, the value of Shares or cash delivered to the Participant less any applicable taxes withheld by the Company.

Repayment; Nonrecourse. The indebtedness under this Loan Agreement shall be nonrecourse except to the extent of any assets and income of Borrower.

The Revolver Commitments, including any commitment to issue any Letter of Credit, shall terminate on the Maturity Date and (without limiting Borrower’s obligations to either # provide to Agent cash collateral in respect of the outstanding Letters of Credit or # make other arrangements (which may include backstop letters of credit) reasonably satisfactory to the Agent and the Issuing Lender, at least three (3) Business Days prior to the Maturity Date or in accordance with the provisions of Section 2.1(a)(iii)) all Loans, all interest that has accrued and remains unpaid thereon, all contingent reimbursement obligations of Borrower with respect to outstanding Letters of Credit, all unpaid fees, costs, or expenses that are payable hereunder or under any other Loan Document, and all other Obligations immediately shall be due and payable in full without notice or demand (including either # providing cash collateral to be held by Agent in an amount equal to 103% of the Letter of Credit Usage, # making other arrangements (which may include backstop letters of credit) reasonably satisfactory to the Agent and the Issuing Lender or # causing the original Letters of Credit to be returned to Agent), on the Maturity Date.

Repayment; Prepayment. The aggregate unpaid Principal Amount, all accrued and unpaid interest, and all other amounts payable under this Note shall be due and payable on the earlier of June 30, 2017 or the date of the future capital contribution referenced in Section 5.3 below (the "Maturity Date"). The Company may prepay this Note in whole or in part at any time or from time to time without penalty or premium by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. No prepaid amount may be reborrowed.

Termination; Repayment. The Revolving Line terminates on the Revolving Line Maturity Date, when the outstanding principal amount of all Advances, the accrued but unpaid interest thereon, and all other outstanding Obligations relating to the Revolving Line shall be immediately due and payable.

Mandatory Repayment. The outstanding principal amount of the Loans and all accrued but unpaid interest and other amounts payable with respect to the Loans shall be repaid on the Termination Date.

Incentive Bonus. Subject to the terms and conditions set forth herein, you will receive a cash lump sum payment in the amount of $[•] (the “Incentive Bonus”) on June ​, 2020. As a condition to receiving the Incentive Bonus, you hereby # waive any and all rights to participate in any annual bonus plan established by any member of the Company Group in respect of the 2020 calendar year, # acknowledge and agree that all of your outstanding long-term incentive compensation awards from any member of the Company Group have been cancelled in their entirety and you do not have any further rights with respect to such awards and # acknowledge that such waivers and cancellations do not violate any agreement between you and any member of the Company Group or any compensation plan, program or arrangement of any member of the Company Group, and do not constitute “Good Reason” pursuant to, or otherwise violate, the Severance Plan or any other compensation plan, program, agreement or arrangement of any member of the Company Group.

Discretionary Bonus. For each calendar year during the Employment Period, Executive shall be eligible to receive a discretionary annual bonus subject to the terms of the bonus plan established by the Board (the “Annual Bonus”). As of the Effective Date, the Executive’s annual target bonus opportunity shall be equal to 100% of Base Salary (the “Target Bonus”), based on the achievement of performance goals established by the Board. For the 2018 calendar year, Executive will be eligible for a prorated Annual Bonus determined by multiplying the Annual Bonus (if any) by a fraction, the numerator of which is equal to the number of days Executive works in calendar year 2018 and the denominator of 365.