Edward Pritchard

Employment Agreement P R E a M B L E (November 15th, 2012)

Company's need for prompt notice, investigation, and resolution of any claims that may be filed against it due to the number of relationships it has with employees and others (and due to the turnover among such individuals with knowledge relevant to any underlying claim). Accordingly, Employee agrees prior to initiating any litigation of any type (including, but not limited to, employment discrimination litigation, wage litigation, defamation, or any other claim) to notify the Company, within One Hundred and Eighty (180) days after the claim accrued, by sending a certified letter addressed to the Company's General Counsel setting forth: (i) claimant's name, address, and phone; (ii) the name of any attorney (if any) representing Employee; (iii) the nature of the claim; (iv) the date the claim arose; and (v) the relief requested. This provision is in addition to any other notice and exhaustion requirements that might apply. For any dispute or claim of any type against the Company (includ

Change in Control Agreement (November 15th, 2012)

Any awards of the type described in Paragraphs (i)-(v) above which were issued prior to the date of this Agreement shall be governed by the terms of the applicable award agreements at the time such awards were issued, and shall not be affected by this Agreement. Shares or cash payments in lieu of shares shall be paid at the time specified in the Stock Incentive Plan and the applicable award, subject to Executive's delivery of a Release to the extent required by this Agreement or the applicable awards within 45 days of Executive's Termination which Release has not been revoked.