Common use of Long-Term Incentives Clause in Contracts

Long-Term Incentives. If the requirements of Section 2.01 are satisfied or if a Change in Control occurs, outstanding equity or equity-based awards granted to the Executive under the Company’s 2004 Equity Incentive Plan (or a successor plan) (the “Equity Plan”) shall be earned, become vested or become exercisable as described in the following paragraphs (a) or (b), as applicable. (a) If the requirements of Section 2.01 are satisfied prior to a Change in Control, (i) In the case of awards that are earned, become vested or become exercisable solely on account of the Executive’s continued employment with the Company (A) outstanding options to purchase Company stock granted to the Executive under the Equity Plan shall become exercisable, in whole or in part, for the shares that remain subject to the option, as of the date the Executive’s employment terminates and shall remain exercisable until the expiration date of the option (as if the Executive’s employment did not terminate), (B) outstanding stock awards, i.e., shares of restricted stock granted to the Executive under the Equity Plan, shall become vested and transferable as of the date the Executive’s employment terminates and (C) outstanding stock unit awards granted to the Executive under the Equity Plan shall be earned (for the maximum number of units that may be earned under the award) and settled in cash, Company stock or a combination thereof in accordance with their terms as of the date the Executive’s employment terminates or the date determined under Section 6 or; (ii) In the case of awards that are earned, become vested or become exercisable upon the achievement of performance goals, objectives or measures (A) outstanding options to purchase Company stock granted to the Executive under the Equity Plan shall remain outstanding until the end of the performance measurement period or periods and shall become exercisable thereafter, in whole or in part, to the extent that the performance goals, objectives or measures are achieved and shall remain exercisable until the expiration date of the option (as if the Executive’s employment did not terminate), (B) outstanding stock awards, i.e., shares of restricted stock granted to the Executive under the Equity Plan, shall remain outstanding until the end of the performance measurement period or periods and shall become vested and transferable to the extent that the performance goals, objectives or measures are achieved, (C) dividends payable on stock awards described in the preceding clause (B) after the date the Executive’s employment terminates shall be retained by the Company and paid to the Executive to the extent that the underlying stock award becomes vested and transferable and (D) outstanding stock unit awards granted to the Executive under the Equity Plan shall remain outstanding until the end of the performance measurement period or periods and shall be earned to the extent that the performance goals, objectives or measures are achieved. (b) In the event of a Change in Control, (i) outstanding options to purchase Company stock granted to the Executive under the Equity Plan shall become exercisable, in whole or in part, for the shares that remain subject to the option, as of the date of the Change in Control and shall remain exercisable until the expiration date of the option (as if the Executive’s employment did not terminate), (ii) outstanding stock awards, i.e., shares of restricted stock granted to the Executive under the Equity Plan, shall become vested and transferable as of the date of the Change in Control and (iii) outstanding stock unit awards granted to the Executive under the Equity Plan shall be earned (for the maximum number of units that may be earned under the award) and settled in cash, Company stock or a combination thereof in accordance with their terms as of the date of the Change in Control or the date determined under Section 6.

Long-Term Incentives. If In connection with this Agreement, on April 27, 2007 MTR Gaming Group, Inc. issued to Executive non-qualified options to purchase 20,000 shares of MTR's common stock. The exercise price of those options was $16.27, the requirements Nasdaq Official Close Price of the stock on the date of grant as evidenced by a resolution of the Compensation Committee of MTR Gaming Group, Inc., as disclosed to Executive on or about April 27, 2007. Provided that this Agreement has not been terminated pursuant to Section 2.01 are satisfied 2, Section 4(a), or if Section 4(b), and provided further that Executive shall not have resigned his/her employment, then the options will vest on the second anniversary of the Employment Date. This section 3(d) is intended only to provide a Change summary of the terms of the options; all of the terms and conditions will be set forth in Control occurs, outstanding equity or equitya separate Non-based awards granted Qualified Incentive Stock Option Agreement ("NQSO") in a form acceptable to the Executive under Company and Executive. In the Company’s 2004 Equity event the shareholders of MTR Gaming Group, Inc. approve that company's 2007 Stock Incentive Plan (or a successor plan) (the “Equity Plan”) shall matter is scheduled to be earnedvoted upon at the annual meeting of shareholders on June 19, become vested or become exercisable as described in the following paragraphs (a) or (b2007), as applicable. (a) If and provided that this Agreement shall not have been terminated, then on a date chosen by the requirements Compensation Committee of Section 2.01 are satisfied prior to a Change in Control, (i) In the case of awards that are earnedMTR Gaming Group, become vested or become exercisable solely on account of the Executive’s continued employment with Inc., the Company (A) outstanding will cause MTR Gaming Group to issue to Executive non-qualified options to purchase Company 20,000 shares of MTR's common stock granted to (the Executive under "Second Tranche"). The exercise price of those options will be the Equity Plan shall become exercisable, in whole or in part, for the shares that remain subject to the option, as Nasdaq Official Close Price of the date stock on the Executive’s employment terminates and shall remain exercisable until the expiration date of grant as evidenced by a resolution of the option (as if the Executive’s employment did Compensation Committee of MTR Gaming Group, Inc. Provided that this Agreement has not terminatebeen terminated pursuant to Section 2, Section 4(a), (B) outstanding stock awardsor Section 4(b), i.e.and provided further that Executive shall not have resigned his/her employment, shares of restricted stock granted to then the Executive under options will vest on the Equity Plan, shall become vested and transferable as second anniversary of the date the Executive’s employment terminates and (CEmployment Date. This section 3(d) outstanding stock unit awards granted is intended only to the Executive under the Equity Plan shall be earned (for the maximum number of units that may be earned under the award) and settled in cash, Company stock or provide a combination thereof in accordance with their terms as summary of the date the Executive’s employment terminates or the date determined under Section 6 or; (ii) In the case of awards that are earned, become vested or become exercisable upon the achievement of performance goals, objectives or measures (A) outstanding options to purchase Company stock granted to the Executive under the Equity Plan shall remain outstanding until the end terms of the performance measurement period or periods and shall become exercisable thereafter, in whole or in part, to the extent that the performance goals, objectives or measures are achieved and shall remain exercisable until the expiration date options; all of the option terms and conditions will be set forth in a separate Non-Qualified Incentive Stock Option Agreement (as if the Executive’s employment did not terminate), (B"NQSO") outstanding stock awards, i.e., shares of restricted stock granted in a form acceptable to the Executive under the Equity Plan, shall remain outstanding until the end of the performance measurement period or periods and shall become vested and transferable to the extent that the performance goals, objectives or measures are achieved, (C) dividends payable on stock awards described in the preceding clause (B) after the date the Executive’s employment terminates shall be retained by the Company and paid to the Executive to the extent that the underlying stock award becomes vested and transferable and (D) outstanding stock unit awards granted to the Executive under the Equity Plan shall remain outstanding until the end of the performance measurement period or periods and shall be earned to the extent that the performance goals, objectives or measures are achieved. (b) Executive. In the event of a Change in Controlthe shareholders do not approve the 2007 Stock Incentive Plan, (ithen the Company shall have no further obligation pursuant to this Section 3(d) outstanding options to purchase Company stock granted with respect to the Executive under the Equity Plan shall become exercisable, in whole or in part, for the shares that remain subject to the option, as of the date of the Change in Control and shall remain exercisable until the expiration date of the option (as if the Executive’s employment did not terminate), (ii) outstanding stock awards, i.e., shares of restricted stock granted to the Executive under the Equity Plan, shall become vested and transferable as of the date of the Change in Control and (iii) outstanding stock unit awards granted to the Executive under the Equity Plan shall be earned (for the maximum number of units that may be earned under the award) and settled in cash, Company stock or a combination thereof in accordance with their terms as of the date of the Change in Control or the date determined under Section 6Second Tranche.

Long-Term Incentives. If In accordance with and subject to the requirements terms of Section 2.01 are satisfied or if a Change in Control occursthe Corautus Genetics Inc. 2002 Stock Plan (the “Plan”) and the recommendation of this grant by the Compensation Committee, outstanding equity or equity-based awards granted the Company agrees to grant to the Executive under nonqualified stock options to purchase 500,000 shares of the Company’s 2004 Equity Incentive Plan common stock according to the following terms and conditions (or a successor plan) (the “Equity Plan”) shall any additional terms and conditions of such option grant to be earned, become vested or become exercisable as described specified in the following paragraphs (a) or (b), as applicable.option agreement): (a) If The date of grant shall be the requirements date the grant is approved by Compensation Committee and the independent members of Section 2.01 are satisfied prior to a Change the Board; (b) The per share option exercise price shall be the fair market value per share (as defined in Control,the Plan) on the date of grant; (c) The Options shall become exercisable as follows, provided that the Executive shall remain actively employed by the Company (i.e., not in Transition) on such dates: (i) In the case of awards that are earned, become vested or Options for 200,000 shares shall become exercisable solely on account the date that enrollment of the Executive’s continued employment with final patient in CAD Phase IIb Trial (based on the Company (A) outstanding options number of patients required to purchase Company stock granted to meet the Executive under the Equity Plan shall become exercisable, in whole or in part, for the shares that remain subject to the option, as minimums of the date trial as determined by the Executive’s employment terminates Food and shall remain exercisable until the expiration date of the option (as if the Executive’s employment did not terminate), (BDrug Administration) outstanding stock awards, i.e., shares of restricted stock granted to the Executive under the Equity Plan, shall become vested and transferable as of the date the Executive’s employment terminates and (C) outstanding stock unit awards granted to the Executive under the Equity Plan shall be earned (for the maximum number of units that may be earned under the award) and settled in cash, Company stock or a combination thereof in accordance with their terms as of the date the Executive’s employment terminates or the date determined under Section 6 oris completed; (ii) In the case of awards that are earned, become vested or Options for 200,000 shares shall become exercisable upon the achievement later of performance goals(i) the date of formal approval by the Food and Drug Administration of a CAD Phase III Trial, objectives and (ii) commencement of dosing or measures (A) outstanding options to purchase Company stock granted to the Executive under the Equity Plan shall remain outstanding until the end treatment of the performance measurement period or periods and first patient in such Phase III trial; and (iii) Options for 100,000 shares shall become exercisable thereafterupon the effective date of hiring of a Chief Operating Officer of the Company, in whole or in partfollowing approval of the selection of such person and the terms of an employment contract for such person by the independent members of the Board, following recommendation by the Compensation Committee. (d) The options shall have a 10-year term and, except as specified herein, shall be subject to the extent that terms and provisions of the performance goalsPlan; and (e) Subject to the provisions of the Plan regarding Changes in Control and the maximum 10-year term of the options, objectives or measures are achieved and the options, once exercisable, shall remain exercisable until for the expiration date of the option (as if periods stated below following the Executive’s employment did not terminate), termination of all of his Service Provider (B) outstanding stock awards, i.e., shares of restricted stock granted to the Executive under the Equity Plan, shall remain outstanding until the end of the performance measurement period or periods and shall become vested and transferable to the extent that the performance goals, objectives or measures are achieved, (C) dividends payable on stock awards described as defined in the preceding clause Option Plan) relationships with the Company: (Bi) after the date the Executive’s employment terminates shall be retained If such termination is a voluntary termination by Executive without Transition (as defined in Section 4.1(f)) or by the Company and paid to the Executive to the extent that the underlying stock award becomes vested and transferable and (D) outstanding stock unit awards granted to the Executive under the Equity Plan shall remain outstanding until the end of the performance measurement period or periods and shall be earned to the extent that the performance goals, objectives or measures are achieved. (b) In the event of a Change in Control, (i) outstanding options to purchase Company stock granted to the Executive under the Equity Plan shall become exercisable, in whole or in partfor Cause, for the shares that remain subject to the option, as of three (3) months following the date of the Change in Control and shall remain exercisable until the expiration date of the option (as if the Executive’s employment did not terminate), termination; (ii) outstanding stock awardsIf such termination is a voluntary termination by Executive with Transition, i.e., shares of restricted stock granted to the Executive under the Equity Plan, shall become vested and transferable as of for seven (7) years following the date of the Change in Control and termination; and (iii) outstanding stock unit awards granted to If such termination occurs for any other reason, the Executive under the Equity Plan shall be earned (for the maximum number of units that may be earned under the award) and settled in cash, Company stock or a combination thereof in accordance with their terms as remaining term of the date of the Change in Control or the date determined under Section 6options.

Long-Term Incentives. If (A) As of the requirements Commencement Date, the Partnership shall grant the Executive 250,000 unit appreciation rights (the "Founder's UARs") under the Partnership's Unit Appreciation Plan for Officers and Key Individuals (the "Unit Plan"), with each unit appreciation right having a base price equal to the Value (as defined in the Unit Plan) of one Phantom Unit (as defined in the Unit Plan). Except as otherwise provided in Section 2.01 are satisfied 5 hereof, the Founder's UARs will vest over a five-year period as follows: one-third (1/3) of the Founder's UARs will vest upon the Executive's completion of three (3) years of service to the Partnership measured from the Commencement Date, an additional one-third (1/3) of the Founder's UARs will vest upon the Executive's completion of four (4) years of service to the Partnership measured from the Commencement Date, and an additional one-third (1/3) of the Founder's UARs will vest upon the Executive's completion of five (5) years of service to the Partnership measured from the Commencement Date. Except as otherwise provided in Section 5 hereof, in no event will the Executive continue to vest in the Founder's UARs following the Executive's cessation of service to the Partnership. Except as otherwise provided in Section 5 hereof, the terms and conditions of the Founder's UARs shall be governed by and subject to the Unit Plan and the Unit Appreciation Rights Agreement and Grant Notice to be entered into between Executive and the Partnership, in the form of Exhibit A (the "Founder's UAR Agreement"). (B) As of the Commencement Date, the (C) For years subsequent to 2006, the Executive shall be eligible to participate in the LTIP and any other equity award program maintained by the Partnership and any other BreitBurn Entity and will be granted additional awards under the LTIP or if a Change other equity award program at the Executive Vice President level as determined by the Board in Control occursits sole discretion; provided, outstanding equity or equity-based that the terms and conditions of such awards granted shall be no less favorable to the Executive under than provided to any other Peer Executive. Notwithstanding the Company’s 2004 Equity Incentive Plan (or a successor plan) (the “Equity Plan”) shall be earned, become vested or become exercisable as described in the following paragraphs (a) or (b), as applicable. (a) If the requirements of Section 2.01 are satisfied prior to a Change in Control, (i) In the case of awards that are earned, become vested or become exercisable solely on account of the Executive’s continued employment with the Company (A) outstanding options to purchase Company stock granted to the Executive under the Equity Plan shall become exercisableforegoing, in whole or in part, for the shares that remain subject to the option, as of the date the Executive’s employment terminates and shall remain exercisable until the expiration date of the option (as if the Executive’s employment did not terminate), (B) outstanding stock awards, i.e., shares of restricted stock granted to the Executive under the Equity Plan, shall become vested and transferable as of the date the Executive’s employment terminates and (C) outstanding stock unit awards granted to the Executive under the Equity Plan shall be earned (for the maximum number of units that may be earned under the award) and settled in cash, Company stock or a combination thereof in accordance connection with their terms as of the date the Executive’s employment terminates or the date determined under Section 6 or; (ii) In the case of awards that are earned, become vested or become exercisable upon the achievement of performance goals, objectives or measures (A) outstanding options to purchase Company stock granted to the Executive under the Equity Plan shall remain outstanding until the end of the performance measurement period or periods and shall become exercisable thereafter, in whole or in part, to the extent that the performance goals, objectives or measures are achieved and shall remain exercisable until the expiration date of the option (as if the Executive’s employment did not terminate), (B) outstanding stock awards, i.e., shares of restricted stock granted to the Executive under the Equity Plan, shall remain outstanding until the end of the performance measurement period or periods and shall become vested and transferable to the extent that the performance goals, objectives or measures are achieved, (C) dividends payable on stock awards described in the preceding clause (B) after the date the Executive’s employment terminates shall be retained by the Company and paid to the Executive to the extent that the underlying stock award becomes vested and transferable and (D) outstanding stock unit awards granted to the Executive under the Equity Plan shall remain outstanding until the end of the performance measurement period or periods and shall be earned to the extent that the performance goals, objectives or measures are achieved. (b) In the event of a Change in Control, (i) outstanding options to purchase Company stock granted to all equity and equity-based awards, including, without limitation, the Founder's UARs, the PTUs, and any other LTIP awards, held by the Executive under the Equity Plan shall become exercisablefully vested, in whole or in part, for the shares that remain subject non-forfeitable and exercisable (if applicable) immediately prior to the option, as of the date of the such Change in Control and shall remain be exercisable until the expiration date of the option (as if the Executive’s employment did not terminate), (iiapplicable) outstanding stock awards, i.e., shares of restricted stock granted to the Executive under the Equity Plan, shall become vested and transferable as of the date of the Change in Control and (iii) outstanding stock unit awards granted to the Executive under the Equity Plan shall be earned (for the maximum number of units that may be earned under the award) and settled in cash, Company stock or a combination thereof in accordance with their the terms as of the date of the Change in Control or the date determined under Section 6applicable award agreements.

Long-Term Incentives. If the requirements of Section 2.01 are satisfied or if a Change in Control occurs, outstanding equity or equity-based awards granted to the Executive under the Company’s 2004 Equity Incentive Plan (or a successor plan) (the “Equity Plan”) shall be earned, become vested or become exercisable as described in the following paragraphs (a) or (b), as applicable. (a) If the requirements of Section 2.01 are satisfied prior to a Change in Control, (i) In the case of awards that are earned, become vested or become exercisable solely on account of the Executive’s continued employment with the Company and its Affiliates (A) outstanding options to purchase Company stock granted to the Executive under the Equity Plan shall become exercisable, in whole or in part, for the shares that remain subject to the option, as of the date the Executive’s employment terminates and shall remain exercisable until the expiration date of the option (as if the Executive’s employment did not terminate), (B) outstanding stock awards, i.e., shares of restricted stock granted to the Executive under the Equity Plan, shall become vested and transferable as of the date the Executive’s employment terminates and (C) outstanding stock unit awards granted to the Executive under the Equity Plan shall be earned (for the maximum number of units that may be earned under the award) and settled in cash, Company stock or a combination thereof in accordance with their terms as of the date the Executive’s employment terminates or the date determined under Section 6 or; (ii) In the case of awards that are earned, become vested or become exercisable upon the achievement of performance goals, objectives or measures (A) outstanding options to purchase Company stock granted to the Executive under the Equity Plan shall remain outstanding until the end of the performance measurement period or periods and shall become exercisable thereafter, in whole or in part, to the extent that the performance goals, objectives or measures are achieved and shall remain exercisable until the expiration date of the option (as if the Executive’s employment did not terminate), (B) outstanding stock awards, i.e., shares of restricted stock granted to the Executive under the Equity Plan, shall remain outstanding until the end of the performance measurement period or periods and shall become vested and transferable to the extent that the performance goals, objectives or measures are achieved, (C) dividends payable on stock awards described in the preceding clause (B) after the date the Executive’s employment terminates shall be retained by the Company and paid to the Executive to the extent that the underlying stock award becomes vested and transferable and (D) outstanding stock unit awards granted to the Executive under the Equity Plan shall remain outstanding until the end of the performance measurement period or periods and shall be earned to the extent that the performance goals, objectives or measures are achieved. (b) In the event of a Change in Control, (i) outstanding options to purchase Company stock granted to the Executive under the Equity Plan shall become exercisable, in whole or in part, for the shares that remain subject to the option, as of the date of the Change in Control and shall remain exercisable until the expiration date of the option (as if the Executive’s employment did not terminate), (ii) outstanding stock awards, i.e., shares of restricted stock granted to the Executive under the Equity Plan, shall become vested and transferable as of the date of the Change in Control and (iii) outstanding stock unit awards granted to the Executive under the Equity Plan shall be earned (for the maximum number of units that may be earned under the award) and settled in cash, Company stock or a combination thereof in accordance with their terms as of the date of the Change in Control or the date determined under Section 6.

Long-Term Incentives. If The Company shall grant as of June 6, 2014 (the requirements “Grant Date”) to Executive an option (the “Option”) to purchase the number of Section 2.01 are satisfied or if a Change in Control occurs, outstanding equity or equity-based awards granted to the Executive under shares of common stock of the Company’s 2004 Equity Incentive Plan , par value $0.001 per share, equal to 20% of the issued common stock of the Company (or the “Option Shares”), on a successor planfully-diluted basis following the final closing of the proposed private placement for the Company (including any bridge financing) (the “Equity PlanFinal Closing”), upon the terms and subject to the conditions contained herein and in the Naked Brand Inc. 2014 Long-Term Incentive Plan (the “LTIP”) and the related stock option agreement to be entered into by the Company and Executive to evidence the Option (the “Option Agreement”). The Option shall have a per-share exercise price equal to the fair market value of a share of the Company’s common stock on the Grant Date. Notwithstanding anything in this Agreement or the Option Agreement to the contrary, all Option Shares shall be earned, become vested or become exercisable as described fully forfeited by Executive in the following paragraphs (a) or (b), as applicable. (a) If the requirements of Section 2.01 are satisfied prior to a Change in Control, event that: (i) In the case of awards that are earned, become vested or become exercisable solely on account LTIP is not approved by the Company’s shareholders within 12 months of the date on which the LTIP was approved by the Board; (ii) for any reason, the Closing does not occur; or (iii) for any reason, Executive’s employment is terminated prior to becoming Chairman and Chief Executive Officer/Chief Creative Officer of the Company. The Option shall be intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), to the maximum extent permissible under the limits contained in Section 422 of the Code, and any portion of the Option that is in excess of the limits contained in Section 422 of the Code on the grant date shall be granted as a “non-qualified stock option.” Any portion of the Option granted as a non-qualified stock option shall contain an “early exercise” feature, which shall provide Executive with the right (but not the obligation) to immediately exercise such portion of the Option for shares of common stock of the Company that shall be subject to the same vesting schedule as the underlying stock options. The Option shall vest in equal monthly installments over three (3) years from the Closing, subject to Executive’s continued employment with through the Company applicable vesting date (A) outstanding options but subject to purchase Company accelerated vesting as provided in this Agreement). To the extent the Option qualifies as a “non-qualified stock granted to the Executive under the Equity Plan option”, it shall become exercisablebe not be transferable, in whole or in part, by Executive other than by Executive to an estate planning vehicle, including any trust solely for the shares that remain subject benefit of Executive and her family members, or to a designated beneficiary by last will and testament or by the option, as laws of descent and distribution or pursuant to a domestic relations order. The maximum term of the date Option shall be ten (10) years and the Executive’s employment terminates and shall remain exercisable until the expiration date terms of the Option shall provide for and permit cashless option (as if the Executive’s employment did not terminate), (B) outstanding stock awards, i.e., shares of restricted stock granted to the Executive under the Equity Plan, shall become vested and transferable as of the date the Executive’s employment terminates and (C) outstanding stock unit awards granted to the Executive under the Equity Plan shall be earned (for the maximum number of units that may be earned under the award) and settled in cash, Company stock or a combination thereof in accordance with their terms as of the date the Executive’s employment terminates or the date determined under Section 6 or; (ii) In the case of awards that are earned, become vested or become exercisable upon the achievement of performance goals, objectives or measures (A) outstanding options to purchase Company stock granted to the Executive under the Equity Plan shall remain outstanding until the end of the performance measurement period or periods and shall become exercisable thereafter, in whole or in part, to the extent that the performance goals, objectives or measures are achieved and shall remain exercisable until the expiration date of the option (as if the Executive’s employment did not terminate), (B) outstanding stock awards, i.e., shares of restricted stock granted to the Executive under the Equity Plan, shall remain outstanding until the end of the performance measurement period or periods and shall become vested and transferable to the extent that the performance goals, objectives or measures are achieved, (C) dividends payable on stock awards described in the preceding clause (B) after the date the Executive’s employment terminates shall be retained by the Company and paid to the Executive to the extent that the underlying stock award becomes vested and transferable and (D) outstanding stock unit awards granted to the Executive under the Equity Plan shall remain outstanding until the end of the performance measurement period or periods and shall be earned to the extent that the performance goals, objectives or measures are achievedexercises. (b) In the event of a Change in Control, (i) outstanding options to purchase Company stock granted to the Executive under the Equity Plan shall become exercisable, in whole or in part, for the shares that remain subject to the option, as of the date of the Change in Control and shall remain exercisable until the expiration date of the option (as if the Executive’s employment did not terminate), (ii) outstanding stock awards, i.e., shares of restricted stock granted to the Executive under the Equity Plan, shall become vested and transferable as of the date of the Change in Control and (iii) outstanding stock unit awards granted to the Executive under the Equity Plan shall be earned (for the maximum number of units that may be earned under the award) and settled in cash, Company stock or a combination thereof in accordance with their terms as of the date of the Change in Control or the date determined under Section 6.

Long-Term Incentives. If the requirements of Section 2.01 are satisfied or if a Change in Control occurssatisfied, outstanding equity or equity-based awards granted to the Executive under the Company’s 2004 Equity Incentive Plan (or a successor plan) (the “Equity Plan”) shall be earned, become vested or become exercisable as described in the following paragraphs (a) or and (b), as applicable. (a) If the requirements of Section 2.01 are satisfied prior to a Change in Control, (i) In the case of awards that are earned, become vested or become exercisable solely on account of the Executive’s continued employment with the Company and its Affiliates (Ai) outstanding options to purchase Company stock granted to the Executive under the Equity Plan shall become exercisable, in whole or in part, for the shares that remain subject to the option, as of the date the Executive’s employment terminates and shall remain exercisable until the expiration date of the option (as if the Executive’s employment did not terminate), (Bii) outstanding stock awards, i.e., shares of restricted stock granted to the Executive under the Equity Plan, shall become vested and transferable as of the date the Executive’s employment terminates and (Ciii) outstanding stock unit awards granted to the Executive under the Equity Plan shall be earned (for the maximum number of units that may be earned under the award) and settled in cash, Company stock or a combination thereof in accordance with their terms as of the date the Executive’s employment terminates or the date determined under Section 6 or;6. (iib) In the case of awards that are earned, become vested or become exercisable upon the achievement of performance goals, objectives or measures (Ai) outstanding options to purchase Company stock granted to the Executive under the Equity Plan shall remain outstanding until the end of the performance measurement period or periods and shall become exercisable thereafter, in whole or in part, to the extent that the performance goals, objectives or measures are achieved and shall remain exercisable until the expiration date of the option (as if the Executive’s employment did not terminate), (Bii) outstanding stock awards, i.e., shares of restricted stock granted to the Executive under the Equity Plan, shall remain outstanding until the end of the performance measurement period or periods and shall become vested and transferable to the extent that the performance goals, objectives or measures are achieved, (Ciii) dividends payable on stock awards described in the preceding clause (Bii) after the date the Executive’s employment terminates shall be retained by the Company and paid to the Executive to the extent that the underlying stock award becomes vested and transferable and (Div) outstanding stock unit awards granted to the Executive under the Equity Plan shall remain outstanding until the end of the performance measurement period or periods and shall be earned to the extent that the performance goals, objectives or measures are achieved. (b) In the event of a Change in Control, (i) outstanding options to purchase Company stock granted to the Executive under the Equity Plan shall become exercisable, in whole or in part, for the shares that remain subject to the option, as of the date of the Change in Control and shall remain exercisable until the expiration date of the option (as if the Executive’s employment did not terminate), (ii) outstanding stock awards, i.e., shares of restricted stock granted to the Executive under the Equity Plan, shall become vested and transferable as of the date of the Change in Control and (iii) outstanding stock unit awards granted to the Executive under the Equity Plan shall be earned (for the maximum number of units that may be earned under the award) and settled in cash, Company stock or a combination thereof in accordance with their terms as of the date of the Change in Control or the date determined under Section 6.

Long-Term Incentives. If the requirements of Section 2.01 are satisfied or if a Change in Control occurssatisfied, outstanding equity or equity-based awards granted to the Executive under the Company’s 2004 Equity 2015 Incentive Plan (or a predecessor or successor plan) (the “Equity Plan”) that are not earned, vested or exercisable on or before the termination of the Executive’s employment or on account of the Change in Control shall be earned, become vested or become exercisable as described in the following paragraphs (a) or and (b), as applicable. (a) If the requirements of Section 2.01 are satisfied prior to a Change in Control, (i) In the case of awards that are earned, become vested or become exercisable solely on account of the Executive’s continued employment with the Company and its Affiliates (Ai) outstanding options to purchase Company stock granted to the Executive under the Equity Plan shall become exercisable, in whole or in part, for the shares that remain subject to the option, as of the date the Executive’s employment terminates and shall remain exercisable until the expiration date of the option (as if the Executive’s employment did not terminate), (Bii) outstanding stock awards, i.e., shares of restricted stock granted to the Executive under the Equity Plan, shall become vested and transferable as of the date the Executive’s employment terminates and (Ciii) outstanding stock unit awards granted to the Executive under the Equity Plan shall be earned (for the maximum number of units that may be earned under the award) and settled in cash, Company stock or a combination thereof in accordance with their terms as of the date the Executive’s employment terminates or the date determined under Section 6 or;6. (iib) In the case of awards that are earned, become vested or become exercisable upon the achievement of performance goals, objectives or measures (Ai) outstanding options to purchase Company stock granted to the Executive under the Equity Plan shall remain outstanding until the end of the performance measurement period or periods and shall become exercisable thereafter, in whole or in part, to the extent that the performance goals, objectives or measures are achieved and shall remain exercisable until the expiration date of the option (as if the Executive’s employment did not terminate), (Bii) outstanding stock awards, i.e., shares of restricted stock granted to the Executive under the Equity Plan, shall remain outstanding until the end of the performance measurement period or periods and shall become vested and transferable to the extent that the performance goals, objectives or measures are achieved, (Ciii) dividends payable on stock awards described in the preceding clause (Bii) after the date the Executive’s employment terminates shall be retained by the Company and paid to the Executive to the extent that the underlying stock award becomes vested and transferable and (Div) outstanding stock unit awards and related dividend equivalent rights granted to the Executive under the Equity Plan shall remain outstanding until the end of the performance measurement period or periods and shall be earned to the extent that the performance goals, objectives or measures are achieved. (b) In the event of a Change in Control, (i) outstanding options to purchase Company stock granted to the Executive under the Equity Plan shall become exercisable, in whole or in part, for the shares that remain subject to the option, as of the date of the Change in Control and shall remain exercisable until the expiration date of the option (as if the Executive’s employment did not terminate), (ii) outstanding stock awards, i.e., shares of restricted stock granted to the Executive under the Equity Plan, shall become vested and transferable as of the date of the Change in Control and (iii) outstanding stock unit awards granted to the Executive under the Equity Plan shall be earned (for the maximum number of units that may be earned under the award) and settled in cash, Company stock or a combination thereof in accordance with their terms as of the date of the Change in Control or the date determined under Section 6.

Long-Term Incentives. If On the requirements Commencement Date, the Company will -------------------- grant Executive options to acquire 150,000 shares of Section 2.01 are satisfied or if a Change in Control occursits common stock, outstanding equity or equity-based awards granted to the Executive under which represent 3 % of the Company’s 2004 Equity Incentive Plan 's Fully Diluted Common Stock on the Commencement Date (or a successor plan) (inclusive of the “Equity Plan”) shall be earned150,000 share option grant to Executive). On the IPO Date, become vested or become exercisable as described the Company will grant executive additional options to acquire such number of shares of its common stock so that, when combined with the options granted in the following paragraphs immediately preceding sentence, Executive will have received pursuant to this Section 4.3 options to acquire shares of common stock equal to an aggregate of three percent (a3 %) or of the Fully Diluted Common Stock of the Company outstanding as of the IPO Date (binclusive of the option grant to Executive). For purposes of this Section 4.3, as applicable. (a) If "Fully Diluted Common Stock" shall mean the requirements -------------------------- aggregate of Section 2.01 are satisfied prior to a Change in Control, (i) In the case number of awards that are earned, become vested or become exercisable solely shares of Company common stock authorized and outstanding determined on account an as-converted basis and (ii) the number of the Executive’s continued employment with the shares of Company (A) outstanding options to purchase Company common stock granted to the Executive under the Equity Plan shall become exercisable, in whole or in part, for the shares that remain subject to the optionoutstanding options, as of warrants and other rights to acquire Company common stock determined on an as-converted bases. Such options will be non-transferable and shall be exercisable at any time for a ten year period after the date the Executive’s employment terminates and of grant. The exercise price of such options shall remain exercisable until the expiration date be equal to $4.00 per share. All of the option (as if shares shall initially be unvested and subject to repurchase by the Executive’s employment did not terminate)Company at the exercise price paid per share. Subject to Section 8 hereof, (B) outstanding stock awardsExecutive shall acquire a vested interest in, i.e., shares of restricted stock granted and the Company's repurchase right shall accordingly lapse with respect to the Executive under the Equity Plan, shall become vested and transferable as of the date the Executive’s employment terminates and (C) outstanding stock unit awards granted to the Executive under the Equity Plan shall be earned (for the maximum number of units that may be earned under the award) and settled in cash, Company stock or a combination thereof in accordance with their terms as of the date the Executive’s employment terminates or the date determined under Section 6 or; (ii) In the case of awards that are earned, become vested or become exercisable upon the achievement of performance goals, objectives or measures (A) outstanding options to purchase Company stock granted to the Executive under the Equity Plan shall remain outstanding until the end of the performance measurement period or periods and shall become exercisable thereafter, in whole or in part, to the extent that the performance goals, objectives or measures are achieved and shall remain exercisable until the expiration date one-third of the option shares granted pursuant to this Section 4.3 on the first anniversary of the Commencement Date and the remaining option shares in a series of twenty four (as if 24) successive equal monthly installments during the Executive’s employment Employment Period. Following termination of the Employment Period, Executive shall acquire a vested interest in, and the Company's repurchase right shall accordingly terminate with respect to, all of any unvested option shares for which the Company did not terminate), exercise its repurchase right within thirty (B30) outstanding stock awards, i.e., shares days following such termination. Executive shall be entitled to pay the exercise price of restricted stock granted to the Executive under the Equity Plan, shall remain outstanding until the end of the performance measurement period or periods and shall become vested and transferable to the extent that the performance goals, objectives or measures are achieved, (C) dividends payable on stock awards described such options in the preceding clause (B) after same manner and on the date the Executive’s employment terminates shall be retained by same terms as the Company and paid offers to the Executive to the extent that the underlying stock award becomes vested and transferable and (D) outstanding stock unit awards granted to the Executive under the Equity Plan shall remain outstanding until the end members of the performance measurement period or periods and shall be earned to the extent that the performance goals, objectives or measures are achievedits senior management who receive similar options. (b) In the event of a Change in Control, (i) outstanding options to purchase Company stock granted to the Executive under the Equity Plan shall become exercisable, in whole or in part, for the shares that remain subject to the option, as of the date of the Change in Control and shall remain exercisable until the expiration date of the option (as if the Executive’s employment did not terminate), (ii) outstanding stock awards, i.e., shares of restricted stock granted to the Executive under the Equity Plan, shall become vested and transferable as of the date of the Change in Control and (iii) outstanding stock unit awards granted to the Executive under the Equity Plan shall be earned (for the maximum number of units that may be earned under the award) and settled in cash, Company stock or a combination thereof in accordance with their terms as of the date of the Change in Control or the date determined under Section 6.

Long-Term Incentives. As soon as practicable following the date hereof and subject to the terms herein, Executive shall be entitled to receive the same type and mix (if any) of equity incentive awards as those granted to the Company’s Executive Vice Presidents for fiscal year 2025 under Parent’s 2023 Stock Incentive Plan, as may be amended from time to time (the “Plan”) with an aggregate grant date fair value equal to $8,000,000, subject to Section 4 below (“CEO Equity Award”). Half of each type of CEO Equity Award will vest on the first anniversary of the grant date of the award, subject to continuous service as an employee and/or member of the Board through such date, and half of which will vest on the earlier of either (x) the second anniversary of the employment date, subject to continuous service as an employee and/or member of the Board through such date or (y) the start of employment of a new non-interim Chief Executive Officer with a start date in 2026. If the requirements CEO Equity Award consists of Section 2.01 are satisfied or if stock appreciation rights (the “CEO Stock Appreciation Rights”), the CEO Stock Appreciation Rights shall have a Change term of ten (10) years and any CEO Stock Appreciation Rights that become vested shall remain outstanding and exercisable for the full ten (10) year term, even following Executive’s termination of continuous service (unless such termination is for Cause (as defined in Control occursthe award agreement evidencing the CEO Stock Appreciation Rights)), outstanding equity or If a portion of the CEO Equity Award consists of equity-based subject to performance-based vesting criteria (“CEO Performance Share Units”), the performance metrics for the CEO Performance Share Units shall be the same as those for the Company’s Executive Vice Presidents performance-based awards, provided that the vesting of the CEO Performance Share Units shall be subject to achievement of cumulative goals set for fiscal years 2025 and 2026. Unless stated otherwise in this Agreement, the CEO Equity Award shall be subject in all cases to the terms and conditions of the Plan and the applicable award agreement. To the extent there is any conflict between the terms of this Agreement and the terms under which awards are granted to the Executive under the Company’s 2004 Equity Incentive Plan (or a successor plan) (Executive Vice Presidents for fiscal year 2025, the “Equity Plan”) terms of this Agreement shall be earned, become vested or become exercisable as described in the following paragraphs (a) or (b), as applicablecontrol. (a) If the requirements of Section 2.01 are satisfied prior to a Change in Control, (i) In the case of awards that are earned, become vested or become exercisable solely on account of the Executive’s continued employment with the Company (A) outstanding options to purchase Company stock granted to the Executive under the Equity Plan shall become exercisable, in whole or in part, for the shares that remain subject to the option, as of the date the Executive’s employment terminates and shall remain exercisable until the expiration date of the option (as if the Executive’s employment did not terminate), (B) outstanding stock awards, i.e., shares of restricted stock granted to the Executive under the Equity Plan, shall become vested and transferable as of the date the Executive’s employment terminates and (C) outstanding stock unit awards granted to the Executive under the Equity Plan shall be earned (for the maximum number of units that may be earned under the award) and settled in cash, Company stock or a combination thereof in accordance with their terms as of the date the Executive’s employment terminates or the date determined under Section 6 or; (ii) In the case of awards that are earned, become vested or become exercisable upon the achievement of performance goals, objectives or measures (A) outstanding options to purchase Company stock granted to the Executive under the Equity Plan shall remain outstanding until the end of the performance measurement period or periods and shall become exercisable thereafter, in whole or in part, to the extent that the performance goals, objectives or measures are achieved and shall remain exercisable until the expiration date of the option (as if the Executive’s employment did not terminate), (B) outstanding stock awards, i.e., shares of restricted stock granted to the Executive under the Equity Plan, shall remain outstanding until the end of the performance measurement period or periods and shall become vested and transferable to the extent that the performance goals, objectives or measures are achieved, (C) dividends payable on stock awards described in the preceding clause (B) after the date the Executive’s employment terminates shall be retained by the Company and paid to the Executive to the extent that the underlying stock award becomes vested and transferable and (D) outstanding stock unit awards granted to the Executive under the Equity Plan shall remain outstanding until the end of the performance measurement period or periods and shall be earned to the extent that the performance goals, objectives or measures are achieved. (b) In the event of a Change in Control, (i) outstanding options to purchase Company stock granted to the Executive under the Equity Plan shall become exercisable, in whole or in part, for the shares that remain subject to the option, as of the date of the Change in Control and shall remain exercisable until the expiration date of the option (as if the Executive’s employment did not terminate), (ii) outstanding stock awards, i.e., shares of restricted stock granted to the Executive under the Equity Plan, shall become vested and transferable as of the date of the Change in Control and (iii) outstanding stock unit awards granted to the Executive under the Equity Plan shall be earned (for the maximum number of units that may be earned under the award) and settled in cash, Company stock or a combination thereof in accordance with their terms as of the date of the Change in Control or the date determined under Section 6.

Long-Term Incentives. If the requirements of Section 2.01 are satisfied or if a Change in Control occurssatisfied, outstanding equity or equity-based awards granted to the Executive under the CompanyEquity Plan that are not earned, vested or exercisable on or before the termination of the Executive’s 2004 Equity Incentive Plan (employment or a successor plan) (on account of the “Equity Plan”) Change in Control shall be earned, become vested or become exercisable as described in the following paragraphs (a) or and (b), as applicable. (a) If the requirements of Section 2.01 are satisfied prior to a Change in Control, (i) In the case of awards that are earned, become vested or become exercisable solely on account of the Executive’s continued employment with the Company and its Affiliates (Ai) outstanding options to purchase Company stock granted to the Executive under the Equity Plan shall become exercisable, in whole or in part, for the shares that remain subject to the option, as of the date the Executive’s employment terminates and shall remain exercisable until the expiration date of the option (as if the Executive’s employment did not terminate), (Bii) outstanding stock awards, i.e., shares of restricted stock granted to the Executive under the Equity Plan, shall become vested and transferable as of the date the Executive’s employment terminates and (Ciii) outstanding stock unit awards granted to the Executive under the Equity Plan shall be earned (for the maximum number of units that may be earned under the award) and settled in cash, Company stock or a combination thereof in accordance with their terms as of the date the Executive’s employment terminates or the date determined under Section 6 or;6. (iib) In the case of awards that are earned, become vested or become exercisable upon the achievement of performance goals, objectives or measures (A) outstanding options to purchase Company stock granted to the Executive under the Equity Plan shall remain outstanding until the end of the performance measurement period or periods and shall become exercisable thereafter, in whole or in part, to the extent that the performance goals, objectives or measures are achieved and shall remain exercisable until the expiration date of the option (as if the Executive’s employment did not terminate), (B) outstanding stock awards, i.e., shares of restricted stock granted to the Executive under the Equity Plan, shall remain outstanding until the end of the performance measurement period or periods and shall become vested and transferable to the extent that the performance goals, objectives or measures are achieved, (C) dividends payable on stock awards described in the preceding clause (B) after the date the Executive’s employment terminates shall be retained by the Company and paid to the Executive to the extent that the underlying stock award becomes vested and transferable and (D) outstanding stock unit awards granted to the Executive under the Equity Plan shall remain outstanding until the end of the performance measurement period or periods and shall be earned to the extent that the performance goals, objectives or measures are achieved. (b) In the event of a Change in Control, (i) outstanding options to purchase Company stock granted to the Executive under the Equity Plan shall vest as of the date the Executive’s employment terminates and shall become exercisable, in whole or in part, for the shares that remain subject to the optionas though Target performance goals, as of the date of the Change in Control objectives or measures were achieved and shall remain exercisable until the expiration date of the option (as if the Executive’s employment did not terminate), (ii) outstanding stock awards, i.e., shares of restricted stock granted to the Executive under the Equity Plan, shall become vested and transferable as of the date of the Change Executive’s employment terminates become vested and transferrable as though the Target performance goals, objectives or measures were achieved, (iii) dividends payable on stock awards described in Control the preceding clause (ii) after the date the Executive’s employment terminates shall be retained by the Company and paid to the Executive to the extent the underlying stock award becomes vested and transferrable and (iiiiv) outstanding stock unit awards and related dividend equivalent rights granted to the Executive under the Equity Plan shall be earned (for the maximum number of units that may be earned under the award) and settled in cash, Company stock or a combination thereof in accordance with their terms as of the date of the Change in Control Executive’s employment terminates as thought the Target performance goals, objectives or the date determined under Section 6measures were achieved.

Long-Term Incentives. If the requirements of Section 2.01 are satisfied or if a Change in Control occurssatisfied, outstanding equity or equity-based awards granted to the Executive under the CompanyEquity Plan that are not earned, vested or exercisable on or before the termination of the Executive’s 2004 Equity Incentive Plan (employment or a successor plan) (on account of the “Equity Plan”) Change in Control shall be earned, become vested or become exercisable as described in the following paragraphs (a) or and (b), as applicable. (a) If the requirements of Section 2.01 are satisfied prior to a Change in Control, (i) In the case of awards that are earned, become vested or become exercisable solely on account of the Executive’s continued employment with the Company and its Affiliates (Ai) outstanding options to purchase Company stock granted to the Executive under the Equity Plan shall become exercisable, in whole or in part, for the shares that remain subject to the option, as of the date the Executive’s employment terminates and shall remain exercisable until the expiration date of the option (as if the Executive’s employment did not terminate), (Bii) outstanding stock awards, i.e., shares of restricted stock granted to the Executive under the Equity Plan, shall become vested and transferable as of the date the Executive’s employment terminates and (Ciii) outstanding stock unit awards granted to the Executive under the Equity Plan shall be earned (for the maximum number of units that may be earned under the award) and settled in cash, Company stock or a combination thereof in accordance with their terms as of the date the Executive’s employment terminates or the date determined under Section 6 or;6. (iib) In the case of awards that are earned, become vested or become exercisable upon the achievement of performance goals, objectives or measures (Ai) outstanding options to purchase Company stock granted to the Executive under the Equity Plan shall remain outstanding until the end of the performance measurement period or periods and shall become exercisable thereafter, in whole or in part, to as though the extent that the Target performance goals, objectives or measures are were achieved and shall remain exercisable until the expiration date of the option (as if the Executive’s employment did not terminate), (B) outstanding stock awards, i.e., shares of restricted stock granted to the Executive under the Equity Plan, shall remain outstanding until the end of the performance measurement period or periods and shall become vested and transferable to the extent that the performance goals, objectives or measures are achieved, (C) dividends payable on stock awards described in the preceding clause (B) after the date the Executive’s employment terminates shall be retained by the Company and paid to the Executive to the extent that the underlying stock award becomes vested and transferable and (D) outstanding stock unit awards granted to the Executive under the Equity Plan shall remain outstanding until the end of the performance measurement period or periods and shall be earned to the extent that the performance goals, objectives or measures are achieved. (b) In the event of a Change in Control, (i) outstanding options to purchase Company stock granted to the Executive under the Equity Plan shall become exercisable, in whole or in part, for the shares that remain subject to the option, as of the date of the Change in Control and shall remain exercisable until the expiration date of the option (as if the Executive’s employment did not terminate), (ii) outstanding stock awards, i.e., shares of restricted stock granted to the Executive under the Equity Plan, shall remain outstanding until the end of the performance measurement period or periods and shall become vested and transferable as of though the Target performance goals, objectives or measures were achieved, (iii) dividends payable on stock awards described in the preceding clause (ii) after the date of the Change in Control Executive’s employment terminates shall be retained by the Company and paid to the Executive to the extent that the underlying stock award becomes vested and transferable and (iiiiv) outstanding stock unit awards and related dividend equivalent rights granted to the Executive under the Equity Plan shall remain outstanding until the end of the performance measurement period or periods and shall be earned (for as though the maximum number of units that may be earned under the award) and settled in cashTarget performance goals, Company stock objectives or a combination thereof in accordance with their terms as of the date of the Change in Control or the date determined under Section 6measures are achieved.

Long-Term Incentives. If (i) As soon as administratively possible following the requirements Effective Date (and no later than thirty (30) days after the Effective Date), the Company, subject to approval of Section 2.01 are satisfied or if a Change in Control occursthe Board, outstanding equity or equity-based awards granted to shall grant the Executive a one-time initial restricted stock grant under the Company’s 2004 Equity 2012 Long-Term Incentive Plan (or a successor planplan thereto)(the “LTIP”) for the number of shares of the Company’s stock with an aggregate fair market value on the date of grant equal to $395,000, pursuant to the terms of the form of restricted stock award agreement attached hereto as Exhibit A. One-third of this initial award will vest on each of May 6, 2014, May 6, 2015, and May 6, 2016, provided the Executive is employed on each such vesting date. (ii) Beginning in 2014, for each calendar year during the Employment Term, the Company, subject to Board approval and the level of achievement of the performance goals for the Annual Bonus (as described in Article II.B.(ii)) for such calendar year, shall grant the Executive an equity award with an aggregate fair market value on the date of grant equal to 55% of the Executive’s Base Salary on the date of grant. The award will vest in three tranches, equally on the first, second and third anniversaries following of the date of grant. The form of award shall be determined by the Board, in its sole discretion at the time of grant. This grant will be made under the Company’s 2012 Long-Term Incentive Plan (or a successor plan thereto) (the “Equity PlanLTIP”) shall be earned, become vested or become exercisable as described in the following paragraphs (a) or (b), as applicable. (aiii) If the requirements of Section 2.01 are satisfied prior All outstanding equity awards shall immediately become 100% vested and, with respect to options, exercisable, upon a Change in Control, Control (i) In as defined in the case of awards that are earned, become vested or become exercisable solely on account of the Executive’s continued employment with the Company (A) outstanding options to purchase Company stock granted to the Executive under the Equity Plan shall become exercisable, in whole or in part, for the shares that remain subject to the option, as of the date LTIP). If the Executive’s employment terminates and shall remain exercisable until is terminated by the expiration date of the option (as if the Executive’s employment did not terminate)Companies without Cause, (B) outstanding stock awards, i.e., shares of restricted stock granted to or by the Executive under the Equity Planfor Good Reason, and a Change in Control occurs within six (6) months following such termination, all outstanding equity awards shall become vested and transferable as of the date the Executive’s employment terminates and (C) outstanding stock unit awards granted exercisable to the Executive under the Equity Plan shall be earned (for the maximum number of units that may be earned under the award) and settled in cash, Company stock or a combination thereof in accordance with their terms as of the date the Executive’s employment terminates or the date determined under Section 6 or; (ii) In the case of awards that are earned, become vested or become exercisable upon the achievement of performance goals, objectives or measures (A) outstanding options to purchase Company stock granted to the Executive under the Equity Plan shall remain outstanding until the end of the performance measurement period or periods and shall become exercisable thereafter, in whole or in part, to the same extent that the performance goals, objectives or measures are achieved and shall remain exercisable until the expiration date of the option (as if the Executive’s employment did not terminate), (B) outstanding stock awards, i.e., shares of restricted stock granted to the Executive under the Equity Plan, shall remain outstanding until the end of the performance measurement period or periods and shall become vested and transferable to the extent that the performance goals, objectives or measures are achieved, (C) dividends payable had been employed on stock awards described in the preceding clause (B) after the date the Executive’s employment terminates shall be retained by the Company and paid to the Executive to the extent that the underlying stock award becomes vested and transferable and (D) outstanding stock unit awards granted to the Executive under the Equity Plan shall remain outstanding until the end of the performance measurement period or periods and shall be earned to the extent that the performance goals, objectives or measures are achieved. (b) In the event of a Change in Control, (i) outstanding options to purchase Company stock granted to the Executive under the Equity Plan shall become exercisable, in whole or in part, for the shares that remain subject to the option, as of the date of the Change in Control and shall remain exercisable until the expiration date of the option (as if the Executive’s employment did not terminate), (ii) outstanding stock awards, i.e., shares of restricted stock granted to the Executive under the Equity Plan, shall become vested and transferable as of the date of the Change in Control and (iii) outstanding stock unit awards granted to the Executive under the Equity Plan shall be earned (for the maximum number of units that may be earned under the award) and settled in cash, Company stock or a combination thereof in accordance with their terms as of the date of the Change in Control or the date determined under Section 6Control.

Long-Term Incentives. If On the requirements effective date of Section 2.01 are satisfied or if a Change in Control occursExecutive’s Release, outstanding equity or equity-based awards granted to the Executive under the Company’s 2004 Equity Incentive Plan (or a successor plan) (the “Equity Plan”) shall be earned, become vested or become exercisable as described in the following paragraphs (a) or (b)the Initial RSUs, as applicable. (a) If the requirements of Section 2.01 are satisfied if they were granted to Executive at least twelve months prior to a Change in Control, (i) In the case such termination, and all other RSUs that were granted to Executive pursuant to this Agreement at least twelve months prior to such termination, shall immediately vest and be paid-out subject to any right of awards that are earned, become vested or become exercisable solely on account Executive to defer payment of the Executive’s continued employment with the Company (A) outstanding options Initial RSUs and RSUs under any non-qualified deferred compensation arrangement in which senior executives of F▇▇▇▇▇▇ Mac are permitted to purchase Company stock granted to the Executive under the Equity Plan shall become exercisable, in whole or in part, for the shares that remain subject to the option, as of the date the Executive’s employment terminates and shall remain exercisable until the expiration date of the option (as if the Executive’s employment did not terminate), (B) outstanding stock awards, i.e., shares defer payment of restricted stock units, (b) the Initial RSUs, if they were granted to the Executive under the Equity Planless than twelve months prior to such termination, shall become vested and transferable as be cancelled immediately upon such termination in consideration for a cash payment by F▇▇▇▇▇▇ Mac to Executive on the effective date of the date the Executive’s employment terminates and Release in the amount of $6,000,000, (Cc) outstanding stock unit awards all Options that were granted to the Executive under the Equity Plan pursuant to this Agreement at least twelve months prior to such termination shall be earned (for the maximum number of units that may be earned under the award) vest and settled in cash, Company stock or a combination thereof in accordance with their terms as of the date the Executive’s employment terminates or the date determined under Section 6 or; (ii) In the case of awards that are earned, become vested or become immediately exercisable upon the achievement of performance goals, objectives or measures (A) outstanding options to purchase Company stock granted to the Executive under the Equity Plan and shall remain outstanding until the end earlier to occur of (A) three (3) years following such termination of the performance measurement period or periods Term and shall become exercisable thereafter, in whole or in part, to the extent that the performance goals, objectives or measures are achieved and shall remain exercisable until the expiration date of the option (as if the Executive’s employment did not terminate), under this Agreement and (B) outstanding stock awardsthe scheduled expiration date applicable to such Options, i.e., shares of restricted stock and (d) with respect to each Annual Equity Grant that was granted to Executive less than twelve months prior to such termination, all Options and RSUs that formed part of such Annual Equity Grant shall be cancelled immediately upon the Executive under the Equity Plan, shall remain outstanding until the end occurrence of the performance measurement period termination and in consideration for such cancellation, F▇▇▇▇▇▇ Mac shall pay to Executive on the effective date of Executive’s Release a lump sum cash payment in the amount of $6,000,000; provided, however, if Executive resigns for Good Reason as a result of a Non-Appointment Event or periods and if he otherwise resigns for Good Reason during 2007 pursuant to clause (viii) of Section 5.3, then the foregoing shall become vested and transferable apply to the extent Initial RSUs and any Options and RSUs that were granted to Executive pursuant to this Agreement in calendar years 2005 and 2006, but shall not apply to any Options and RSUs that were granted to Executive pursuant to this Agreement in 2007; and provided, further, if Executive resigns for Good Reason as a result of non-renewal of the performance goalsTerm by F▇▇▇▇▇▇ Mac (other than as a result of a Non-Appointment Event), objectives or measures are achievedthen in lieu of the foregoing, Executive will be entitled to credit for one (CI) dividends payable on stock awards described in the preceding clause (B) after the date the Executive’s employment terminates shall be retained by the Company and paid additional year of service for vesting purposes with respect to the Executive to Initial RSUs and each Annual Equity Grant. To the extent that there is any inconsistency between the underlying stock award becomes vested and transferable and (D) outstanding stock unit awards granted to the Executive under the Equity Plan shall remain outstanding until the end terms of the performance measurement period or periods stock compensation plan under which the Initial RSUs, the RSUs and shall be earned to the extent that Options were granted on the performance goals, objectives or measures are achieved. (b) In the event of a Change in Control, (i) outstanding options to purchase Company stock granted to the Executive under the Equity Plan shall become exercisable, in whole or in part, for the shares that remain subject to the option, as of the date of the Change in Control one hand and shall remain exercisable until the expiration date of the option (as if the Executive’s employment did not terminatethis Section 6.2(iii), (iion the other hand, this Section 6.2(iii) outstanding stock awards, i.e., shares of restricted stock granted to the Executive under the Equity Plan, shall become vested and transferable as of the date of the Change in Control and (iii) outstanding stock unit awards granted to the Executive under the Equity Plan shall be earned (for the maximum number of units that may be earned under the award) and settled in cash, Company stock or a combination thereof in accordance with their terms as of the date of the Change in Control or the date determined under Section 6supersede such plans.

Long-Term Incentives. If (a) In lieu of the requirements of Section 2.01 are satisfied or if a Change in Control occurs, outstanding equity or equity-based awards granted right to receive any Shares pursuant to the Executive under Share Grant (as these terms are defined in the Original Agreement), the Employee will be eligible to receive restricted share units subject to performance vesting conditions (the “Performance-Based Restricted Share Units”) from the Company’s 2004 Equity Incentive Plan affiliate, Village Farms International, Inc. (or a successor plan“Village”) in accordance with, and subject to, the terms, conditions and restrictions of the Performance-Based Restricted Share Unit Agreement between the Employee and Village dated November 5, 2020 (the “Equity Share Unit Agreement”), together with the provisions of the Share-Based Compensation Plan, as referenced in the Share Unit Agreement (the “Plan”) shall and as such Plan may be earnedamended. For greater certainty, become vested or become exercisable as described in the following paragraphs (a) or (b), as applicable. (a) If event that the requirements of Section 2.01 are satisfied prior to a Change in Control, (i) In the case of awards that are earned, become vested or become exercisable solely on account of the ExecutiveEmployee’s continued employment with the Company (A) outstanding options terminates for any reason whatsoever, the Employee’s rights, if any, in respect of the Performance-Based Restricted Share Units will be governed by the terms, conditions and restrictions of the Share Unit Agreement and the Plan. The Employee hereby represents and warrants that the Employee has read the Share Unit Agreement and the Plan, including the consequences of ceasing to purchase be an employee of the Company. The Company stock granted draws the Employee’s attention to section 5.3 of the Plan and the definition of “Termination Date” in the Plan, and the Company also draws the Employee’s attention to the Executive under fact that the Equity Plan shall become exercisablePerformance-Based Restricted Share Units will vest over a particular period of time and as such, in whole the Company makes no promise to the Employee that the Employee will receive all or in part, for any of the shares that remain Performance-Based Restricted Share Units subject to the option, as of the date the Executive’s employment terminates and shall remain exercisable until the expiration date of the option (as if the Executive’s employment did not terminate), (B) outstanding stock awards, i.e., shares of restricted stock granted to the Executive under the Equity Plan, shall become vested and transferable as of the date the Executive’s employment terminates and (C) outstanding stock unit awards granted to the Executive under the Equity Plan shall be earned (for the maximum number of units that may be earned under the award) and settled in cash, Company stock or a combination thereof in accordance with their terms as of the date the Executive’s employment terminates or the date determined under Section 6 or; (ii) In the case of awards that are earned, become vested or become exercisable upon the achievement of performance goals, objectives or measures (A) outstanding options to purchase Company stock granted to the Executive under the Equity Plan shall remain outstanding until the end of the performance measurement period or periods and shall become exercisable thereafter, in whole or in part, to the extent that the performance goals, objectives or measures are achieved and shall remain exercisable until the expiration date of the option (as if the Executive’s employment did not terminate), (B) outstanding stock awards, i.e., shares of restricted stock granted to the Executive under the Equity Plan, shall remain outstanding until the end of the performance measurement period or periods and shall become vested and transferable to the extent that the performance goals, objectives or measures are achieved, (C) dividends payable on stock awards described in the preceding clause (B) after the date the Executive’s employment terminates shall be retained by the Company and paid to the Executive to the extent that the underlying stock award becomes vested and transferable and (D) outstanding stock unit awards granted to the Executive under the Equity Plan shall remain outstanding until the end of the performance measurement period or periods and shall be earned to the extent that the performance goals, objectives or measures are achievedShare Unit Agreement. (b) In the event of a Change in Control, The Employee acknowledges and agrees that: (i) outstanding options to purchase Company stock granted the Employee was never issued any Shares pursuant to the Executive under the Equity Plan shall become exercisable, in whole or in part, for the shares that remain subject to the option, as of the date of the Change in Control and shall remain exercisable until the expiration date of the option (as if the Executive’s employment did not terminate), Share Grant; (ii) outstanding stock awardsthe Share Grant is hereby cancelled and of no further force or effect; (iii) the Employee does not own any direct or indirect interest in the Company; and (iv) the Employee’s eligibility to receive the Performance-Based Restricted Share Units, i.e.in accordance with, shares of restricted stock granted and subject to, the terms set out above in paragraph 7(a) is being provided to the Executive under the Equity Plan, shall become vested and transferable as Employee in lieu of any rights in respect of the date Shares and the Share Grant. In furtherance of the Change foregoing, the Employee hereby does, remise, release, and forever discharge the Company and its past and present affiliates (together with their respective predecessors, successors and assigns, the “Covered Parties”), with respect to (i) any right, entitlement or interest in Control or with respect to any of the Shares; (ii) any right, entitlement or interest in or with respect to the Share Grant (or any portion thereof); and (iii) outstanding stock unit awards granted any claim of any nature or kind whatsoever related to any of the Executive under Shares and/or the Equity Plan shall Share Grant (or any portion thereof). The Employee agrees that each Covered Party is intended to be earned (for the maximum number a third-party beneficiary of units that this paragraph 7(b), and this paragraph 7(b) may be earned under the award) and settled in cash, Company stock or a combination thereof enforced by each Covered Party in accordance with their the terms hereof in respect of the rights granted to such Covered Party hereunder. For greater certainty, the Employee acknowledges and agrees that this paragraph 7(b) shall survive the termination of the Employee’s employment for any reason whatsoever. (c) In the event that the Employee qualifies for the full amount of the Performance-Based Restricted Share Units in accordance with the terms of the Share Unit Agreement and the Plan and the Employee remains employed by the Company as CEO as of October 1, 2021 (the date “LTIP Completion Date”), the Employee will be eligible to participate in a new long term incentive plan upon terms and conditions as mutually agreed upon by the Company and the Employee on or around the time of the Change in Control or the date determined under Section 6LTIP Completion Date.

Long-Term Incentives. If On the requirements Commencement Date, the Company will -------------------- grant Executive options to acquire 250,000 shares of Section 2.01 are satisfied or if a Change in Control occursits common stock, outstanding equity or equity-based awards granted to the Executive under which represents 5% of the Company’s 2004 Equity Incentive Plan 's Fully Diluted Common Stock on the Commencement Date (or a successor plan) (inclusive of the “Equity Plan”) shall be earned250,000 share option grant to Executive). On the IPO Date, become vested or become exercisable as described the Company will grant executive additional options to acquire such number of shares of its common stock so that, when combined with the options granted in the following paragraphs immediately preceding sentence, Executive will have received pursuant to this Section 4.3 options to acquire shares of common stock equal to an aggregate of five percent (a5%) or of the Fully Diluted Common Stock of the Company outstanding as of the IPO Date (binclusive of the option grant to Executive). For purposes of this Section 4.3, as applicable. (a) If "Fully Diluted ------------- Common Stock" shall mean the requirements aggregate of Section 2.01 are satisfied prior to a Change in Control, (i) In the case number of awards that are earned, become vested or become exercisable solely shares of Company ------------ common stock authorized and outstanding determined on account an as-converted basis and (ii) the number of the Executive’s continued employment with the shares of Company (A) outstanding options to purchase Company common stock granted to the Executive under the Equity Plan shall become exercisable, in whole or in part, for the shares that remain subject to the optionoutstanding options, as of warrants and other rights to acquire Company common stock determined on an as-converted basis. Such options will be non-transferable and shall be exercisable at any time for a ten year period after the date the Executive’s employment terminates and of grant. The exercise price of such options shall remain exercisable until the expiration date be equal to $4.00 per share. All of the option (as if shares shall initially be unvested and subject to repurchase by the Executive’s employment did not terminate)Company at the exercise price paid per share. Subject to Section 8 hereof, (B) outstanding stock awardsExecutive shall acquire a vested interest in, i.e., shares of restricted stock granted and the Company's repurchase right shall accordingly lapse with respect to the Executive under the Equity Plan, shall become vested and transferable as of the date the Executive’s employment terminates and (C) outstanding stock unit awards granted to the Executive under the Equity Plan shall be earned (for the maximum number of units that may be earned under the award) and settled in cash, Company stock or a combination thereof in accordance with their terms as of the date the Executive’s employment terminates or the date determined under Section 6 or; (ii) In the case of awards that are earned, become vested or become exercisable upon the achievement of performance goals, objectives or measures (A) outstanding options to purchase Company stock granted to the Executive under the Equity Plan shall remain outstanding until the end of the performance measurement period or periods and shall become exercisable thereafter, in whole or in part, to the extent that the performance goals, objectives or measures are achieved and shall remain exercisable until the expiration date one-third of the option shares granted pursuant to this Section 4.3 on the first anniversary of the Commencement Date and the remaining option shares in a series of twenty-four (as if 24) successive equal monthly installments during the Executive’s employment Employment Period. Following termination of the Employment Period, Executive shall acquire a vested interest in, and the Company's repurchase right shall accordingly terminate with respect to, all of any unvested option shares for which the Company did not terminate), exercise its repurchase right within thirty (B30) outstanding stock awards, i.e., shares days following such termination. Executive shall be entitled to pay the exercise price of restricted stock granted to the Executive under the Equity Plan, shall remain outstanding until the end of the performance measurement period or periods and shall become vested and transferable to the extent that the performance goals, objectives or measures are achieved, (C) dividends payable on stock awards described such options in the preceding clause (B) after same manner and on the date the Executive’s employment terminates shall be retained by same terms as the Company and paid offers to the Executive to the extent that the underlying stock award becomes vested and transferable and (D) outstanding stock unit awards granted to the Executive under the Equity Plan shall remain outstanding until the end members of the performance measurement period or periods and shall be earned to the extent that the performance goals, objectives or measures are achievedits senior management who receive similar options. (b) In the event of a Change in Control, (i) outstanding options to purchase Company stock granted to the Executive under the Equity Plan shall become exercisable, in whole or in part, for the shares that remain subject to the option, as of the date of the Change in Control and shall remain exercisable until the expiration date of the option (as if the Executive’s employment did not terminate), (ii) outstanding stock awards, i.e., shares of restricted stock granted to the Executive under the Equity Plan, shall become vested and transferable as of the date of the Change in Control and (iii) outstanding stock unit awards granted to the Executive under the Equity Plan shall be earned (for the maximum number of units that may be earned under the award) and settled in cash, Company stock or a combination thereof in accordance with their terms as of the date of the Change in Control or the date determined under Section 6.