The Company's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and, except as otherwise expressly provided for in this Agreement, such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay, to the fullest extent permitted by law (but only to the extent consistent with Code Section 409A), all legal fees and expenses which the Executive may reasonably incur at all stages of proceedings, including, without limitation, preparation and appellate review, as a result of any contest (regardless of whether formal legal proceedings are ever commenced and regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment at the applicable Federal rate provided for in Code Section 7872(f)(2)(A).

Settlement Website. Within seven (7) days after Preliminary Approval, Notice shall be provided on a website at www.bigfishgamessettlement.com, which shall be administered and maintained by the Settlement Administrator and shall include the ability to file Claim Forms online. The Notice provided on the Settlement Website shall be substantially in the form of [Exhibit D] hereto. The Settlement Website shall also advise the Settlement Class of the total value of the Settlement Fund and provide Settlement Class Members the ability to approximate their Settlement Payment.

Stock Settlement. If the RSUs and any Dividend Equivalents are settled in shares of Stock and the Grantee is not subject to the short-swing profit rules of [Section 16(b)] of the 1934 Act, the Grantee authorizes the Company to satisfy the obligations with regard to all Tax-Related Items by withholding shares of Stock that would otherwise be issued upon settlement of the RSUs and any Dividend Equivalents. Alternatively, or in addition, the Grantee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to Tax-Related Items by one or a combination of the following: # withholding from proceeds of the sale of shares of Stock acquired upon settlement of the RSUs and any Dividend Equivalents, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization); or # withholding from the Grantee’s wages or other cash compensation paid to the Grantee by the Company and/or the Employer. If the RSUs and any Dividend Equivalents are settled in shares of Stock and the Grantee is subject to the short-swing profit rules of [Section 16(b)] of the 1934 Act, the Company will withhold shares of Stock upon the relevant tax withholding event, unless the use of such withholding method is prevented by applicable law or has materially adverse accounting or tax consequences, in which case, the withholding obligation for any Tax Related Items may be satisfied by one or a combination of methods [(A) and (B) above].

Full Settlement. The Company’s obligation to make the payments provided for under this Plan and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against a Participant or others. In no event shall a Participant be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Participant under any of the provisions of this Plan and such amounts shall not be reduced whether or not the Participant obtains other employment. The Company agrees to pay as incurred, to the full extent permitted by law, all legal fees and expenses which a Participant may reasonably incur as a result of any contest by the Company, the Participant or others of the validity or enforceability of, or liability under, any provision of this Plan or any guarantee of performance thereof (including as a result of any contest by the Participant about the amount of any payment pursuant to this Plan), provided, that the Participant shall be required to reimburse the Company for such payments if the Participant does not prevail on substantially all of the issues in connection with such dispute.

Full Settlement. The payments provided under this Agreement are in full settlement of any claims Employee may have against the Company arising out of Employee’s termination, including, but not limited to, any claims for discrimination or wrongful discharge; provided, however, any rights or obligations of the parties under any other agreement or plan, such as any pension, stock option, shareholder or other plan or agreement shall be governed by such other plan or agreement.

Settlement Date. The “Settlement Date” for any portion of the Award that satisfies the performance vesting requirements under this paragraph # shall be [date], provided, however, that in case of termination of employment due to your death as set forth in paragraph (b)(i) below, or in the case of your death following termination of employment as set forth in paragraph (b)(ii), (b)(iv) or (c) below, the “Settlement Date” shall be the date of your death. On the Settlement Date, to the

Defense; Settlement. The Company shall have the right and obligation to control the defense or conduct of any claim or Proceeding with respect to Indemnitee unless Indemnitee, in Indemnitee’s sole discretion, elects to control the defense or conduct with respect to such claim or Proceeding. If Indemnitee so elects, Indemnitee shall provide written notice to the Company of such election no later than 30 days after Indemnitee submits notice of such claim or Proceeding to the Company. In the absence of a timely written election by Indemnitee, the Company shall assume the right and obligation to control the defense or conduct of such claim or Proceeding. Indemnitee shall not, without the prior written consent of the Company, which consent shall not be unreasonably withheld, delayed or conditioned, effect any settlement of any Proceeding against Indemnitee or which could have been brought against Indemnitee or which potentially or actually imposes any cost, liability, exposure or burden on Indemnitee. The Company shall not be obligated to indemnify Indemnitee against amounts paid in settlement of a Proceeding against Indemnitee if such settlement is effected by Indemnitee without the Company’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned, unless such settlement solely involves the payment of money or performance of any obligation by persons other than the Company and includes an unconditional release of the Company by any party to such Proceeding other than the Indemnitee from all liability on any matters that are the subject of such Proceeding and an acknowledgment that the Company denies all wrongdoing in connection with such matters.

Settlement Date. The settlement date of these EBUs will be the earlier of # the date of publication of the Corporation's quarterly earnings statement for the twelfth (12th) full quarter following the date of grant, or # the date of publication of the Corporation's quarterly earnings statement which brings the cumulative earnings per common share (assuming dilution) as initially filed in its quarterly or annual reports with the U.S. Securities and Exchange Commission commencing with the first full quarter following the date of grant to an amount at least equal to the maximum settlement value per EBU specified above.

This Agreement is part of a proposed settlement of matters that could otherwise be the subject of litigation among the parties hereto. Nothing herein shall be deemed an admission of any kind. Pursuant to Federal Rule of Evidence 408, any applicable state rules of evidence and any other applicable law, foreign or domestic, this Agreement and all negotiations relating thereto shall not be admissible into evidence in any proceeding other than to prove the existence of this Agreement or in a proceeding to enforce the terms of this Agreement.

Normal Settlement. Except in the event of # a Participant’s Separation from Service during the Period of Restriction because of death or Disability or # a Change-in-Control that occurs prior to the Lapse Date, the Restricted Stock Units shall be settled in cash no later than the 60th day after the Lapse Date. On such date, the Company shall pay to the Participant, in a lump sum, a cash amount equal to the aggregate value of the Restricted Stock Units based upon the Fair Market Value of the Common Stock on the Lapse Date.