Compliance with Applicable Law and/or Company Clawback Policy. Any benefits the Grantee 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 Grantee.

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

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.

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

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.

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.

Annual Bonus. In addition to Base Salary, the Executive will be eligible to earn a Bonus for each fiscal year ending during the Protected Period. For each such Bonus, the Target Opportunity will be at least equal to the target opportunity for which the Executive is eligible for the fiscal year in which the Change in Control occurs, as such target opportunity has been established by the Company for such year under the Company’s annual bonus plan, or any comparable successor plan. If the Company has not yet established a Target Opportunity for the Executive for the fiscal year in which the Change in Control occurs, then the Target Opportunity shall be at least equal to the last such target opportunity established by the Company for the Executive. Each such Bonus will be paid no later than 2-1/2 months following the end of the fiscal year for which the Bonus is awarded, unless the Executive has elected to defer receipt of all or part of the Bonus pursuant to a deferral plan sponsored by the Company.

Performance-Based Compensation earned in a period of 12 months or more.

Annual Bonus. In addition to the Base Salary, the Executive shall have the opportunity annually to earn as a bonus ninety percent (90%) of his Base Salary (the “Target Award Opportunity”). In determining the actual bonus earned each year by the Executive (the “Annual Bonus”), the HR Committee, in consultation with the Executive, shall have the discretion to increase the Annual Bonus above or decrease the Annual Bonus below the Target Award Opportunity for that year. In so doing, the HR Committee’s determination shall be based upon an assessment of the performance of both the Executive and the Company taking into consideration such performance goals as may be established by the HR Committee periodically in consultation with the Executive. Any Annual Bonus due hereunder shall be payable to the Executive no later than the 15th day of the third month following the end of the year to which the Annual Bonus relates (subject to a reasonable delay in payment due to an unforeseeable event making it administratively impracticable to make the payment by such time).

Signing Bonus. Within thirty (30) days of the Effective Date, Employee will receive a one-time cash payment of Forty Thousand Dollars ($40,000) (the "Signing Bonus") which shall be subject to payroll taxes and withholding. If Employee voluntarily terminates his employment or is terminated for cause in accordance with Section 5(c) with the Employer prior to his twelve-month anniversary of the Effective Date, the Employee agrees to repay the Signing Bonus in full to the Employer.