For his or her services as a director of the Company, the Director is eligible to receive awards under the Company’s equity incentive plans as may from time to time be determined by the Board or the administrator of such plan in its sole discretion. Upon execution of this agreement the Director will receive 10,000 Preferred Series A Shares in value of ​ under the terms and conditions set forth in the Certificate of Designation.

Equity Compensation. Non-Employee Directors shall be granted the equity awards described below. The awards described below in paragraphs 3(a) and 3(b) shall be granted under and shall be subject to the terms and provisions of the Equity Plan and shall be granted subject to an award agreement in substantially the same form approved by the Board on or prior to the grant date, setting forth the terms of the award, consistent with the Equity Plan. For purposes of this [Section 3], the number of shares subject to any restricted share unit award will be determined by dividing the grant date dollar value specified under [[subsection (a) or (b)])]])] hereof by the Fair Market Value (as defined in the Equity Plan) of a share of the Company’s common stock on the grant date.

Equity Compensation. The outstanding equity-based awards held by Pennypacker under ​ 2013 Omnibus Incentive Plan (the “Plan”) as of the Separation Date shall be treated in accordance with the Plan and the applicable award agreement except to the extent otherwise provided below:

Equity Compensation. As an inducement to Executive's acceptance of employment, at the first meeting of the Board of Directors following the date on which Executive’s employment commences, Executive shall be granted a non-qualified stock option to purchase 50,000 shares of Company’s Common Stock (the “Common Stock”), at a per share exercise price equal to the fair market value of a share of Common Stock on the date of the grant (the “Option”) which Option shall vest as follows provided that Executive remains in service to the Company: 25% of the shares subject to the Option shall vest on the one-year anniversary on the date of grant and 1/48th of the total number of shares subject to the Option shall vest upon the completion of each month of service to the Company thereafter.

Equity Awards. Employee and the Company agree that for purposes of determining the number of ​ ordinary shares that have vested under Employee’s Awards outstanding as of the Termination Date, Employee will be considered to have vested only up to the Termination Date. Except for any vesting provided pursuant to the terms of the Performance Award Severance and RSU Award Severance, Employee will have no further right to the vesting of any of Employee’s Awards following the Termination Date or the shares subject thereto.

Equity Participation. You (or to a trust or other related or affiliated entity designated by you for estate planning purposes) will be eligible to receive stock options (the “Stock Options”) and other Stock Awards including Performance Based (“Equity Incentives”). In the event of a “Change in Control” as defined by below, all Stock Options shall vest immediately. The Stock Option Plan is attached hereto as [Exhibit A].

Each director shall be entitled to an Equity Retainer equal to ​.

Stockholders’ Equity. Stockholders’ Equity means the sum of # issued capital stock, # additional paid-in capital and # earnings retained in the business and reserves created by appropriations therefrom, minus the cost of treasury stock, all as shown in the Company’s consolidated balance sheet.

Equity Awards. The Company has adopted the 2013 Performance Incentive Plan (the “2013 Plan”). The Board (or a committee thereof) will consider the Executive for awards under the 2013 Plan, the terms and conditions of which will be established by the Board (or a committee thereof) in its sole discretion.

Equity Compensation. During the Employment Term, Executive will be eligible to be granted additional equity awards to purchase shares of the Company’s common stock (the “Equity Awards”) under (and therefore subject to all terms and conditions of) plans or programs as the Company may from time to time adopt (the “Equity Documents”). The size and type of Equity Award, and the terms and conditions applicable thereto, will be determined by the Committee, in its discretion and under the Equity Documents pursuant to which the applicable Equity Award is granted.