Common use of Conditions Clause in Contracts

Conditions. Any payments or benefits made or provided pursuant to Section 11 (other than Accrued Amounts) are subject to the Executive’s (or, in the event of the Executive’s death, the beneficiary’s or estate’s, or in the event of the Executive’s Disability, the guardian’s): (a) compliance with the provisions of Section 8 hereof; (b) delivery to the Company of an executed waiver and general release of any and all known and unknown claims, and other provisions and covenants, in the form acceptable to the Company (which shall be delivered to the Executive within five (5) business days following the termination date) (the “General Release”) within 21 days of presentation thereof by the Company to the Executive (or a longer period of time if required by law), and permitting the General Release to become effective in accordance with its terms; and (c) delivery to the Company of a resignation from all offices, directorships and fiduciary positions with the Company, its affiliates and employee benefit plans effective as of the termination date. Notwithstanding the due date of any post-employment payments, any amounts due following a termination under this Agreement (other than Accrued Amounts) shall not be due until after the expiration of any revocation period applicable to the General Release without the Executive having revoked such General Release, and any such amounts shall be paid or commence being paid to the Executive within fifteen (15) days of the expiration of such revocation period without the occurrence of a revocation by the Executive (or such later date as may be required under Section 19 of this Agreement). Nevertheless (and regardless of whether the General Release has been executed by the Executive), upon any termination of the Executive’s employment, the Executive shall be entitled to receive any Accrued Amounts, payable after the date of termination in accordance with the Company’s applicable plan, program, policy or payroll procedures. Notwithstanding anything to the contrary in this Agreement, if any severance pay or benefits are deferred compensation under Section 409A (as defined below), and the period during which the Executive may sign the General Release begins in one calendar year and the first payroll date following the period during which the Executive may sign the General Release occurs in the following calendar year, then the severance pay or benefit shall not be paid or the first payment shall not occur until the later calendar year.

Conditions. Any payments or benefits made or provided pursuant to Section 11 8 (other than Accrued Amounts) are subject to the Executive’s (or, in the event of the Executive’s death, the beneficiary’s or estate’s, or in the event of the Executive’s Disability, the guardian’s):: (a) compliance with the provisions of Section 8 11 hereof; (b) delivery to the Company of an executed waiver Agreement and general release of any and all known and unknown claims, and other provisions and covenants, in the form acceptable to the Company (which shall be delivered to the Executive within five (5) business days following the termination date) General Release (the “General Release”), which shall be substantially in the form attached hereto as Appendix A (with such changes therein or additions thereto as needed under then applicable law to give effect to its intent and purpose) within 21 days (42 days in the case of an employment termination due to Disability) of presentation thereof by the Company to the Executive (or a longer period which presentation by the Company shall be made no later than two (2) business days following the date of time if required by law)employment termination as determined under Section 8), and permitting the General Release to become effective in accordance with its termswhich is not subsequently revoked; and (c) delivery to the Company of a resignation from all offices, directorships and fiduciary positions with the Company, its affiliates and employee benefit plans effective as plans. For purposes of any payments or benefits provided under Section 8 (other than Accrued Amounts) to an Executive’s beneficiary or estate, the termination datebeneficiary or estate shall comply with the provisions of Section 9(b) and Section 11(e). Notwithstanding the due date of any post-employment payments, any amounts or benefits due following a an Executive’s employment termination under this Agreement (other than Accrued Amounts) shall not be due until after the expiration of any revocation period applicable to the General Release without the Executive having revoked such General Release, and any such amounts shall be paid or commence being paid . If the Executive fails to return an executed General Release to the Executive Company within fifteen such 21-day period (15) days 42-day period in the case of the expiration of such revocation period without the occurrence of a revocation by an employment termination due to Disability), or the Executive (subsequently revokes such timely release, the Company shall not have any obligation to pay any amounts or such later date as may be required benefits under Section 19 8 of this Agreement). The Executive shall provide the General Release in the same manner as written notice is provided to the Company under Section 13 below. Nevertheless (and regardless of whether the General Release has been executed by the Executive), upon any termination of the Executive’s employment, the Executive shall be entitled to receive any Accrued Amounts, payable within thirty (30) days after the date of termination of employment or in accordance with the Company’s applicable plan, programprogram or policy. In the event that the Executive dies before all payments pursuant to this Section 9 have been paid, policy or payroll procedures. Notwithstanding anything all remaining payments shall be made to the contrary beneficiary specifically designated by the Executive in this Agreementwriting prior to the Executive’s death, or, if any severance pay no such beneficiary was designated (or benefits are deferred compensation under Section 409A (as defined belowthe Company is unable in good faith to determine the beneficiary designated), and to the period during which the Executive may sign the General Release begins in one calendar year and the first payroll date following the period during which the Executive may sign the General Release occurs in the following calendar year, then the severance pay Executive’s personal representative or benefit shall not be paid or the first payment shall not occur until the later calendar yearestate.

Conditions. Any payments or benefits made or provided pursuant to Section 11 8 (other than Accrued Amounts) are subject to the Executive’s (or, in the event of the Executive’s death, the beneficiary’s or estate’s, or in the event of the Executive’s Disability, the guardian’s):: (a) compliance with the provisions of Section 8 11 hereof; (b) delivery to the Company of an executed waiver Agreement and general release of any and all known and unknown claims, and other provisions and covenants, in the form acceptable to the Company (which shall be delivered to the Executive within five (5) business days following the termination date) General Release (the “General Release”), which shall be substantially in the form attached hereto as Appendix A (with such changes therein or additions thereto as needed under then applicable law to give effect to its intent and purpose) within 21 days of presentation thereof by the Company to the Executive (or a longer period of time if required by law), and permitting the General Release to become effective in accordance with its termsExecutive; and (c) delivery to the Company of a resignation from all offices, directorships and fiduciary positions with the Company, its affiliates and employee benefit plans effective as plans. For purposes of any payments or benefits provided under Section 8 (other than Accrued Amounts) to an Executive’s beneficiary or estate, the termination datebeneficiary or estate shall comply with the provisions of Section 9(b) and Section 11(e). Notwithstanding the due date of any post-employment payments, any amounts due following a termination under this Agreement (other than Accrued Amounts) shall not be due until after the expiration of any revocation period applicable to the General Release without the Executive having revoked such General Release, and any such amounts shall be paid or commence being paid to the Executive within fifteen ten (1510) days of the expiration of such revocation period without the occurrence of a revocation by the Executive (or such later date as may be required under Section 19 409A of this Agreementthe Code in accordance with Section 20 hereof). Nevertheless (and regardless of whether the General Release has been executed by the Executive), upon any termination of the Executive’s employment, the Executive shall be entitled to receive any Accrued Amounts, payable within thirty (30) days after the date of termination of employment or in accordance with the Company’s applicable plan, programprogram or policy. In the event that the Executive dies before all payments pursuant to this Section 9 have been paid, policy or payroll procedures. Notwithstanding anything all remaining payments shall be made to the contrary beneficiary specifically designated by the Executive in this Agreementwriting prior to the Executive’s death, or, if any severance pay no such beneficiary was designated (or benefits are deferred compensation under Section 409A (as defined belowthe Company is unable in good faith to determine the beneficiary designated), and to the period during which the Executive may sign the General Release begins in one calendar year and the first payroll date following the period during which the Executive may sign the General Release occurs in the following calendar year, then the severance pay Executive’s personal representative or benefit shall not be paid or the first payment shall not occur until the later calendar yearestate.

Conditions. Any payments or benefits made or provided pursuant to Section 11 8 (other than Accrued Amounts) are subject to the Executive’s (or, in the event of the Executive’s death, the beneficiary’s or estate’s, or in the event of the Executive’s Disability, the guardian’s): (a) compliance with the provisions of Section 8 10 hereof; (b) delivery to the Company of an the executed waiver Agreement and general release of any and all known and unknown claims, and other provisions and covenants, in the form acceptable to the Company (which shall be delivered to the Executive within five (5) business days following the termination date) General Release (the “General Release”), which shall be in the form attached hereto as Appendix A (with such changes therein or additions thereto as needed under then applicable law to give effect to its intent and purpose) within 21 days following the date of presentation thereof by the Company to the Executive (or a longer period termination of time if required by law)employment, and permitting the General Release to become effective in accordance with its terms; and (c) delivery to the Company of a resignation from all offices, directorships and fiduciary positions with the Company, its affiliates and employee benefit plans effective as plans, by no later than 90 days following termination of the termination dateemployment. Notwithstanding the due date of any post-employment payments, any amounts due following a termination under this Agreement (other than Accrued Amounts) shall not be due until after the expiration of any revocation period applicable to the General Release without the Executive having revoked such General Release, and any such amounts shall be paid or commence being paid to the Executive within fifteen (15) days of on the Company’s first ordinary payroll date occurring on or after the expiration of such revocation period without the occurrence of a revocation by the Executive (or such later date as may be required under Section 19 17 or the final sentence of this AgreementSection 9). Nevertheless (and regardless of whether the General Release has been executed by the Executive), upon any termination of the Executive’s employment, the Executive shall be entitled to receive any Accrued Amounts, payable after the date of termination in accordance with the Company’s applicable plan, program, policy or payroll procedures. Notwithstanding anything to the contrary in this Agreement, if any severance pay or benefits are deferred compensation under Section 409A (as defined below), and the period during which the Executive may sign the General Release begins in one calendar year and the first payroll date following the period during which the Executive may sign the General Release occurs ends in the following calendar yearanother, then the severance pay or benefit shall not be paid or the first payment shall not occur until the later calendar year.

Conditions. Any payments or benefits made or 6.1 The obligation of the Managing Broker-Dealer to sell the Debentures on a best-efforts basis as provided pursuant to Section 11 (other than Accrued Amounts) are herein shall be subject to the Executive’s (or, in the event accuracy of the Executive’s death, the beneficiary’s or estate’s, or in the event representations and warranties of the Executive’s DisabilityCompany, to the guardian’s):performance by the Company of its obligations hereunder, and to the satisfaction of the following additional conditions: (a) compliance The Registration Statement shall be effective, and no stop order suspending the effectiveness thereof shall have been issued and no proceedings for that purpose shall have been initiated or, to the knowledge of the Company or the Managing Broker-Dealer, threatened by the SEC or any state securities commission or similar regulatory body. Any request by the SEC for additional information (to be included in the Registration Statement or the Prospectus or otherwise) shall have been complied with to the provisions satisfaction of Section 8 hereof;the Managing Broker-Dealer. (b) delivery to the Company of an The Indenture shall have been duly authorized, executed waiver and general release of any and all known and unknown claims, and other provisions and covenants, in the form acceptable to the Company (which shall be delivered to the Executive within five (5) business days following the termination date) (the “General Release”) within 21 days of presentation thereof by the Company to and the Executive (or a longer period of time if required by law)trustee, and permitting duly qualified under the General Release to become effective in accordance with its terms; andTrust Indenture Act of 1939. (c) delivery to The Managing Broker-Dealer shall have received from the Company a certificate, dated as of a resignation from all officesthe Initial Closing Date, directorships and fiduciary positions with of an executive officer of the Company, its affiliates and employee benefit plans effective as to (i) the accuracy of the termination date. Notwithstanding the due date of any post-employment payments, any amounts due following a termination under this Agreement (other than Accrued Amounts) shall not be due until after the expiration of any revocation period applicable to the General Release without the Executive having revoked such General Release, representations and any such amounts shall be paid or commence being paid to the Executive within fifteen (15) days warranties of the expiration of such revocation period without the occurrence of a revocation by the Executive (or such later date as may be required under Section 19 of this Agreement). Nevertheless (and regardless of whether the General Release has been executed by the Executive), upon any termination of the Executive’s employment, the Executive shall be entitled to receive any Accrued Amounts, payable after the date of termination in accordance with the Company’s applicable plan, program, policy or payroll procedures. Notwithstanding anything to the contrary Company in this Agreement, if compliance by the Company with all the agreements and satisfaction of all the conditions to be performed or satisfied by the Company under this Agreement; (ii) the absence of any severance pay stop order or benefits are deferred compensation under Section 409A similar order or related proceedings; and (as defined belowiii) the absence of any material adverse change in the condition (financial or otherwise), earnings, operations or business of the Company and the period during which the Executive may sign the General Release begins in one calendar year its subsidiaries taken as a whole or might materially and the first payroll date following the period during which the Executive may sign the General Release occurs adversely affect its properties, assets or rights, except as contemplated in the following calendar yearProspectus or related documents. (d) The Managing Broker-Dealer shall have received a certificate of Secretary of the Company, dated as of the Initial Closing Date, certifying as to (i) the certificate of incorporation and bylaws of the Company, and (ii) resolutions of the Board of Directors of the Company relating to the preparation and signing of the Registration Statement and this Agreement, the issuance and sale of the Debentures and other related matters. The Managing Broker-Dealer may waive in writing the performance of any one or more of the conditions specified in this Section or extend the time for their performance. If any of the conditions specified in this Section shall not have been fulfilled when and as required by this Agreement to be fulfilled, and if the fulfillment of said condition has not been waived by the Managing Broker-Dealer, then this Agreement and all obligations of the severance pay Managing Broker-Dealer hereunder may be canceled at, or benefit shall not be paid or at any time prior to, the first payment shall not occur until Initial Closing Date by the later calendar yearManaging Broker-Dealer.

Conditions. Any payments or benefits made or provided pursuant to Section 11 8 (other than Accrued Amounts) are subject to the Executive’s (or, in the event of the Executive’s death, the beneficiary’s or estate’s, or in the event of the Executive’s Disability, the guardian’s): (a) compliance with the provisions of Section 8 11 hereof; (b) delivery to the Company of an the executed waiver Agreement and general release of any and all known and unknown claims, and other provisions and covenants, in the form acceptable to the Company (which shall be delivered to the Executive within five (5) business days following the termination date) General Release (the “General Release”), which shall be in the form attached hereto as Appendix A (with such changes therein or additions thereto as needed under then applicable law to give effect to its intent and purpose) within 21 days of presentation thereof by the Company to the Executive (or a longer period of time if required by law)Executive, and permitting the General Release to become effective in accordance with its terms; and (c) delivery to the Company of a resignation from all offices, directorships and fiduciary positions with the Company, its affiliates and employee benefit plans effective as of the termination dateplans. Notwithstanding the due date of any post-employment payments, any amounts due following a termination under this Agreement (other than Accrued Amounts) shall not be due until after the expiration of any revocation period applicable to the General Release without the Executive having revoked such General Release, and any such amounts shall be paid or commence being paid to the Executive within fifteen five (155) days of the expiration of such revocation period without the occurrence of a revocation by the Executive (or such later date as may be required under Section 19 of this Agreement). Nevertheless (and regardless of whether the General Release has been executed by the Executive), upon any termination of the Executive’s employment, the Executive shall be entitled to receive any Accrued Amounts, payable after the date of termination in accordance with the Company’s applicable plan, program, policy or payroll procedures. Notwithstanding anything to the contrary in this Agreement, if any severance pay or benefits are deferred compensation under Section 409A (as defined below), and the period during which the Executive may sign the General Release begins in one calendar year and the first payroll date following the period during which the Executive may sign the General Release occurs in the following calendar year, then the severance pay or benefit shall not be paid or the first payment shall not occur until the later calendar year.

Conditions. Any payments or benefits made or provided pursuant to Section 11 (other than Accrued Amounts) are subject to the Executive’s (or, in the event of the Executive’s death, the beneficiary’s or estate’s, or in the event of the Executive’s Disability, the guardian’s’s if applicable): (a) compliance with the provisions of Section 8 hereof9 of this Agreement; (b) delivery to the Company of an executed waiver and general release of any and all known and unknown claims, and other provisions and covenants, in the form acceptable to the Company (which shall be delivered to the Executive within five (5) business days following the termination date) (the “General Release”) within 21 days of presentation thereof by the Company to the Executive (or a longer period of time if required by law)Executive, and permitting the General Release to become effective in accordance with its terms; and (c) delivery to the Company of a resignation from all offices, directorships and fiduciary positions with the Company, its affiliates and employee benefit plans effective as of the termination date. Notwithstanding the due date of any post-employment payments, any amounts due following a termination under this Agreement (other than Accrued Amounts) shall not be due until after the expiration of any revocation period applicable to the General Release without the Executive having revoked such General Release, and any such amounts shall be paid or commence being paid to the Executive within fifteen (15) days of the expiration of such revocation period without the occurrence of a revocation by the Executive (or such later date as may be required under Section 19 of this Agreement). Nevertheless (and regardless of whether the General Release has been executed by the Executive), upon any termination of the Executive’s employment, the Executive shall be entitled to receive any Accrued Amounts, payable after the date of termination in accordance with the Company’s applicable plan, program, policy or payroll procedures. Notwithstanding anything to the contrary in this Agreement, if any severance pay or benefits are deferred compensation under Section 409A (as defined below), and the period during which the Executive may sign the General Release begins in one calendar year and the first payroll date following the period during which the Executive may sign the General Release occurs in the following calendar year, then the severance pay or benefit shall not be paid or the first payment shall not occur until the later calendar year.

Conditions. Any payments or benefits made or provided pursuant to Section 11 8 (other than Accrued Amounts) are subject to the Executive’s (or, in the event of the Executive’s death, the beneficiary’s or estate’s, or in the event of the Executive’s Disability, the guardian’s): (a) compliance with the provisions of Section 8 11 hereof; (b) delivery to the Company of an the executed waiver Agreement and general release of any and all known and unknown claims, and other provisions and covenants, in the form acceptable to the Company (which shall be delivered to the Executive within five (5) business days following the termination date) General Release (the “General Release”), which shall be in the form attached hereto as Appendix A (with such changes therein or additions thereto as needed under then applicable law to give effect to its intent and purpose) within 21 days of presentation thereof by the Company to the Executive (or a longer period of time if required by law), and permitting the General Release to become effective in accordance with its termsExecutive; and (c) delivery to the Company of a resignation from all offices, directorships and fiduciary positions with the Company, its affiliates and employee benefit plans effective as of the termination dateplans. Notwithstanding the due date of any post-employment payments, any amounts due following a termination under this Agreement (other than Accrued Amounts) shall not be due until after the expiration of any revocation period applicable to the General Release without the Executive having revoked such General Release, and any such amounts shall be paid or commence being paid to the Executive within fifteen five (155) days of the expiration of such revocation period without the occurrence of a revocation by the Executive (or such later date as may be required under Section 19 409A of this Agreementthe Code). Nevertheless (and regardless of whether the General Release has been executed by the Executive), upon any termination of the Executive’s employment, the Executive shall be entitled to receive any Accrued Amounts, payable after the date of termination in accordance with the Company’s applicable plan, program, policy or payroll procedures. Notwithstanding anything to the contrary in this Agreement, if any severance pay or benefits are deferred compensation under Section 409A (as defined below), and the period during which the Executive may sign the General Release begins in one calendar year and the first payroll date following the period during which the Executive may sign the General Release occurs in the following calendar year, then the severance pay or benefit shall not be paid or the first payment shall not occur until the later calendar year.

Conditions. Any payments or benefits made or provided pursuant to Section 11 (other than Accrued Amounts1) Grants are subject not payable by the Municipality until such time as all taxes outstanding has been paid to the Executive’s Municipality. Grants are also not payable by the Municipality until such time as all possible assessment appeals have been filed and decided. If property taxes are owing on the Site for more than one full year, the Municipality will have the option, without notice and at its own discretion, of terminating the grant payments, thereby eliminating all grant obligations to the Applicant. 2) If all or a portion of the Site is demolished within one year of the Grant being paid by the Municipality, it shall cause the grant to be forfeited and be repayable to the Municipality. It is to be repaid on, or before, the first day of municipal tax collection following the demolition. Demolition, in part, may be permitted entirely at the discretion of the Municipality without a requirement for repayment, but only in those instances where a written request by the property owner is received and a corresponding letter of permission is granted to the Municipality. 3) Grants will not be paid to applicants who are currently involved in active litigation with the Municipality or to properties having any issues with noncompliance, outstanding work orders (orFire and/or Building) and/or Zoning Orders. 4) The Site described in “Schedule A” of the agreement must be occupied to receive the Grant(s). More specifically, Grants issued to commercial and industrial properties must be operational. 5) The Applicant and Owner agree to complete the work as described in Schedule ‘B’ within 12 months of executing the Agreement, and in accordance with all applicable licenses, permits, by-laws, building codes and other applicable approvals. 6) The Applicant will be responsible for ensuring that they can be contacted by the Municipality for the purpose of delivering the Grant payment. If the Applicant cannot be reached over a protracted period (greater than one year), the Municipality will have the option, without notice at its own discretion, of terminating the Grant payment, thereby eliminating all Grant obligations to the Applicant. 7) Prior to the issuance of the Grant monies by the Municipality, the Applicant and Owner agree to provide all Required Receipts to the Municipality for review and the Municipality may, at its discretion, refuse payment of the Grant or a portion thereof if the Municipality is not satisfied that the Required Receipts adequately account or describe what works and associated costs were undertaken. 8) Prior to the issuance of the Grant monies by the Municipality, the Applicant and Owner agree to permit the Chief Building Official or their designate to enter onto the property for the purposes of inspecting the works undertaken. The Municipality may, at its discretion, refuse payment of the Grant or a portion thereof if, in the event opinion of the Executive’s deathChief Building Official, the beneficiary’s or estate’s, or in the event of the Executive’s Disability, the guardian’s): (a) compliance with the provisions of Section 8 hereof; (b) delivery to the Company of an executed waiver and general release of any and all known and unknown claims, and other provisions and covenants, in the form acceptable to the Company (which shall be delivered to the Executive within five (5) business days following the termination date) (the “General Release”) within 21 days of presentation thereof by the Company to the Executive (or a longer period of time if required by law), and permitting the General Release to become effective works undertaken were not in accordance with its terms; and (c) delivery to good workmanship and/or do not meet the Company of a resignation from all offices, directorships and fiduciary positions with the Company, its affiliates and employee benefit plans effective as of the termination date. Notwithstanding the due date requirements of any post-employment paymentsmunicipal, any amounts due following a termination under this Agreement (other than Accrued Amountsprovincial or federal building or safety regulations. 9) shall not be due until after the expiration of any revocation period applicable to the General Release without the Executive having revoked such General Release, and any such amounts shall be paid or commence being paid to the Executive within fifteen (15) days of the expiration of such revocation period without the occurrence of a revocation by the Executive (or such later date as The Applicant may be required under Section 19 at the discretion of this Agreement)the Municipality to post a sign advertising the Community Improvement Plan program for a period of no more than two months. Nevertheless (and regardless of whether the General Release has been executed Said sign shall be provided by the Executive), upon any termination Municipality and be posted in a location visible from the street. 10) Section 7.3.14 of the Executive’s employment, Community Incentive Plan (“CIP”) provides that: Project works approved for incentive funding under the Executive shall CIP must be entitled to receive any Accrued Amounts, payable after the date of termination carried out and completed in accordance with the Company’s applicable plandescription of project provided in the application and associated supporting materials. Should any works, programin the opinion of the Municipality, policy be inconsistent with the original description of the project, the Municipality may delay, reduce, or payroll procedures. Notwithstanding anything otherwise cancel any approved incentives and may require the applicant to repay any incentives dispersed to date. 11) If the Municipality requires repayment of any “incentives dispersed to date” in accordance with section 7.3.14 of the CIP, the Applicant and the Owner shall be jointly and severally liable to repay the Municipality all Grant monies disbursed if the Grant monies were disbursed to the contrary Applicant, and if the Grant monies were disbursed to the Owner, the Owner shall be liable to repay the Grant monies to the Municipality. 12) The Municipality shall not be responsible for the allocation of costs of the works as between the Applicant and the Owner. 13) The Applicant and the Owner represent and warrant that the execution of this Agreement does not violate the Lease or any other agreement entered into between the Applicant and the Owner. 14) Proposed works must conform to the Middlesex County Official Plan, Strathroy- Caradoc Official Plan, Strathroy-Caradoc Zoning By-law, and any other applicable planning legislation/documents. Proposed works shall be carried out in accordance with, or exceed, the applicable minimum requirements of the Ontario Building Code and Accessibility for Ontarians with Disabilities Act. 15) The Applicant, shall indemnify the Municipality against all actions, causes of action, suits, claims or demands whatsoever which may arise, either directly or indirectly by reason of the Applicant and/or Owner undertaking or failing to undertake the works and other obligations set out in this Agreement. The issuance of an insurance policy shall not relieve the Applicant and/or Owner from its/their responsibility from indemnifying the Municipality for liability not covered by such insurance or in excess of policy limits of such insurance. 16) In addition to the foregoing provisions, if any severance pay or benefits are deferred compensation under Section 409A the Applicant agree to indemnify and hold harmless and defend the Municipality, the Municipality’s officers and employees from and against all claims and suits by third parties for damages, injuries to persons (as defined belowincluding death), property damages, losses, and expenses including court costs and reasonable legal fees, arising out of, or resulting from, Applicant and/or Owner’s activities associated with the period during which works, and without limiting the Executive may sign foregoing, including all such causes of action based upon common, constitutional, or statutory law, or based in whole or in part, upon allegations of negligent or intentional acts on the General Release begins in one calendar year and part of the first payroll date following the period during which the Executive may sign the General Release occurs in the following calendar yearApplicant and/or Owner, then the severance pay its officers, employees, agents, subcontractors, licensees, or benefit shall not be paid or the first payment shall not occur until the later calendar yearinvitees.

Conditions. Any payments or benefits made or provided pursuant Prior to Section 11 making any Alterations (other than Accrued Amounts) are subject Decorative Alterations), including, without limitation, Tenant’s Initial Alterations, Tenant, at its expense, shall submit to the Executive’s (Landlord for its written approval or, in the event case of Permitted Alterations, for Landlord’s review, detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing, sprinkler and structural drawings, if applicable) of each proposed Alteration, (individually and collectively, “Tenant’s Plans”), including any Alterations(s) affecting any Building System. Additionally, if any Building System will be affected by any Alteration proposed by Tenant. Tenant shall submit proof that the Executive’s death, the beneficiary’s or estate’sAlteration has been designed by, or reviewed and approved by, Landlord’s designated engineer for such affected Building System. With respect to all Alterations performed by or on behalf of Tenant (including, without limitation, Permitted Alterations), Tenant shall obtain all permits, approvals and certificates required by any Governmental Authorities, and shall furnish to Landlord copies of policies or certificates of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration) and commercial general liability (including property damage coverage) insurance and Builder’s Risk coverage (issued on a completed value basis) all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord, Landlord’s Agent, Landlord’s asset manager and their respective employees and agents, any Superior Lessor and any Mortgagee as additional insureds. Landlord shall notify Tenant whether Landlord consents or withholds its consent to any proposed Tenant’s Plans in the manner and time periods set forth in Section 4.1(a). In the event of the Executive’s Disability, the guardian’s): (a) compliance with the provisions of Section 8 hereof; (b) delivery to the Company of an executed waiver and general release Landlord shall withhold approval of any and all known and unknown claimsproposed Tenant’s Plans, and other provisions and covenantsLandlord, in the form acceptable to the Company (which shall be delivered to the Executive within five (5) business days following the termination date) Business Days after Landlord’s receipt of a complete set of such Tenant’s Plans (the “General Release”) within 21 days together with any additional documents or information Landlord may reasonably request on account of presentation thereof by the Company to the Executive (or a longer period Landlord’s review of time if required by lawsuch Tenant’s Plans), shall notify Tenant in writing of its objections thereto and permitting the General Release Landlord and Tenant shall cooperatively and in good faith work to become effective reach a mutually acceptable agreement with respect to such plans. Tenant shall promptly reimburse Landlord, as Additional Rent within ten (10) days after delivery of an invoice therefor, for all overtime services provided to Tenant by Landlord in accordance connection with its terms; and (c) delivery to the Company of a resignation from all offices, directorships and fiduciary positions with the Company, its affiliates and employee benefit plans effective as of the termination date. Notwithstanding the due date Tenant’s performance of any postAlterations, together with all reasonable costs and expenses incurred by Landlord from any third-employment payments, any amounts due following a termination under this Agreement (other than Accrued Amounts) shall not be due until after the expiration party consultants retained by Landlord in connection with Tenant’s performance of any revocation period applicable Alteration, provided such consultants are necessary (in Landlord’s reasonable judgment) to review and/or supervise the General Release without the Executive having revoked such General Release, and any such amounts shall be paid or commence being paid to the Executive within fifteen (15) days of the expiration performance of such revocation period without the occurrence of a revocation by the Executive (or Alterations and Landlord provides advanced written notice to Tenant that such later date as may be required under Section 19 of this Agreement). Nevertheless (and regardless of whether the General Release has been executed by the Executive), upon any termination of the Executive’s employment, the Executive shall be entitled to receive any Accrued Amounts, payable after the date of termination consultants are being retained in accordance connection with the Company’s applicable plan, program, policy or payroll procedures. Notwithstanding anything to the contrary in this Agreement, if any severance pay or benefits are deferred compensation under Section 409A (as defined below), and the period during which the Executive may sign the General Release begins in one calendar year and the first payroll date following the period during which the Executive may sign the General Release occurs in the following calendar year, then the severance pay or benefit shall not be paid or the first payment shall not occur until the later calendar yearsuch Alterations.

Conditions. Any payments or benefits made or provided pursuant to Section 11 8 (other than Accrued Amounts) are subject to the Executive’s (or, in the event of the Executive’s death, the beneficiary’s or estate’s, or in the event of the Executive’s Disability, the guardian’s): (a) compliance with the provisions of Section 8 11 hereof; (b) delivery to the Company of an the executed waiver Agreement and general release of any and all known and unknown claims, and other provisions and covenants, in the form acceptable to the Company (which shall be delivered to the Executive within five (5) business days following the termination date) General Release (the “General Release”), which shall be in the form attached hereto as Appendix A (with such changes therein or additions thereto as needed under then applicable law to give effect to its intent and purpose) within 21 days following the date of presentation thereof by the Company to the Executive (or a longer period termination of time if required by law)employment, and permitting the General Release to become effective in accordance with its terms; and (c) delivery to the Company of a resignation from all offices, directorships and fiduciary positions with the Company, its affiliates and employee benefit plans effective as plans, by no later than 3 days following termination of the termination dateemployment. Notwithstanding the due date of any post-employment payments, any amounts due following a termination under this Agreement (other than Accrued Amounts) shall not be due until after the expiration of any revocation period applicable to the General Release without the Executive having revoked such General Release, and any such amounts shall be paid or commence being paid to the Executive within fifteen (15) days of on the Company’s first ordinary payroll date occurring on or after the expiration of such revocation period without the occurrence of a revocation by the Executive (or such later date as may be required under Section 19 18 or the final sentence of this AgreementSection 9). Nevertheless (and regardless of whether the General Release has been executed by the Executive), upon any termination of the Executive’s employment, the Executive shall be entitled to receive any Accrued Amounts, payable after the date of termination in accordance with the Company’s applicable plan, program, policy or payroll procedures. Notwithstanding anything to the contrary in this Agreement, if any severance pay or benefits are deferred compensation under Section 409A (as defined below), and the period during which the Executive may sign the General Release begins in one calendar year and the first payroll date following the period during which the Executive may sign the General Release occurs ends in the following calendar yearanother, then the severance pay or benefit shall not be paid or the first payment shall not occur until the later calendar year.

Conditions. Any payments or benefits made or provided pursuant 10.1 The obligation of SCOLP to Section 11 (other than Accrued Amounts) are subject consummate the acquisition of the Membership Interests is expressly conditioned upon the following, each of which constitutes a condition precedent to the Executive’s obligations of SCOLP hereunder which, if not performed or determined to be acceptable to SCOLP on or before the Contribution Date (orunless a different time for performance is expressly provided herein), in shall permit SCOLP, at its sole option (understanding SCOLP may proceed to close upon the event failure of the Executive’s deathany condition and preserve its remedies hereunder), to declare this Agreement null and void and of no further force and effect by written notice to Contributor, whereupon none of Contributor, the beneficiary’s or estate’s, or in the event of the Executive’s DisabilityOwner, the guardian’sHolding Company nor SCOLP shall have any further obligations hereunder to the other except for any provision hereof which expressly survives the termination of this Agreement (provided that SCOLP shall have the right to waive any one or all of such conditions): (a) compliance with SCOLP has not terminated this Agreement on or before the provisions expiration of the Investigation Period as provided in Section 8 hereof;9.1 herein. (b) delivery On the Contribution Date, title to the Company of an executed waiver Project and general release of any and all known and unknown claims, and other provisions and covenants, the Membership Interests shall be in the form acceptable condition required by this Agreement and the Title Company shall be in a position to issue the title policy pursuant to the Company (which shall be delivered to the Executive within five (5) business days following the termination date) (the “General Release”) within 21 days of presentation thereof by the Company to the Executive (or a longer period of time if required by law), and permitting the General Release to become effective in accordance with its terms; andCommitment. (c) delivery The Contributor, Owner and Holding Company shall have complied with and performed all covenants, agreements and conditions on their part to be performed under this Agreement within the time herein provided for such performance. (d) The representations, warranties and agreements of Contributor, Owner and the Holding Company of a resignation from contained herein and in all offices, directorships documents and fiduciary positions with the Company, its affiliates agreements executed pursuant hereto are and employee benefit plans effective shall be true and correct as of the termination date. Notwithstanding date hereof and as of the due Contribution Date in all material respects. (e) From and after the date hereof to the Contribution Date, there shall have been no material adverse change in or to the Project, the business conducted thereon, Owner or the Holding Company. (f) No action, suit, proceeding or investigation shall have been instituted before any court or governmental body, or instituted by any governmental agency, to restrain or prevent consummation of any post-employment payments, any amounts due following a termination the transactions under this Agreement or which would affect the right of SCOLP to own, operate and control the Holding Company, the Owner or the Project. (other than Accrued Amountsg) The Consent to Transfer Approval shall not be due until have been obtained on terms and conditions satisfactory to SCOLP. If SCOLP is unable to obtain a satisfactory Consent to Transfer Approval within ninety (90) days after the expiration Effective Date (the “Approval Deadline Date”), then SCOLP shall have the right to terminate this Agreement by written notice of such termination given to Contributor and Owner on or before the Approval Deadline Date then in effect. SCOLP has the right to extend the Approval Deadline Date by one sixty (60) day period by notice of such extension given to Owner and Contributor prior to the Approval Deadline Date then in effect. If SCOLP does not give this notice on or before the Approval Deadline Date, then this condition shall be deemed waived by SCOLP. (h) Closing pursuant to the terms of All of the Other Acquisition Agreements contemporaneously with the Closing under this Agreement is a condition of Closing under this Agreement unless the failure to close any of All of the Other Acquisition Agreements is due to the default of SCOLP (or other purchaser, as appropriate) under such agreements; or unless the failure to close any of All of the Other Acquisition Agreements is due to the exercise of a right to terminate in connection with casualty or condemnation of a project. (i) In the event a duly organized homeowners’ association operates at the Project, or it is otherwise determined Section 723.071 of the Florida Statute applies to the Project, the Contributor’s special legal counsel shall deliver to Contributor a legal opinion (at SCOLP’s sole cost and expense), in form and substance satisfactory to SCOLP and Contributor and upon which they may rely, as to the full compliance of this transaction with Section 723.071 of the Florida Statutes. In the alternative, the Contributor shall obtain and provide for the benefit of SCOLP a fully enforceable waiver of any revocation period applicable rights under Section 723.071 in form and substance sufficient for the Title Company to eliminate any exception resulting from such statute. 10.2 The obligation of Contributor to consummate the contribution of the Membership Interests is expressly conditioned upon the following, each of which constitutes a condition precedent to the General Release without obligations of Contributor hereunder which, if not performed or determined to be acceptable to Contributor on or before the Executive having revoked Contribution Date (unless a different time for performance is expressly provided herein), shall permit Contributor, at its sole option (understanding Contributor may proceed to close upon the failure of any condition and preserve its remedies hereunder), to declare this Agreement null and void and of no further force and effect by written notice to the SCOLP, whereupon none of Contributor, the Owner, the Holding Company nor SCOLP shall have any further obligations hereunder to the other except for any provision hereof which expressly survives the termination of this Agreement (provided that Contributor shall have the right to waive any one or all of such General Releaseconditions): (a) SCOLP shall have complied with and performed all covenants, agreements and any conditions on its part to be performed under this Agreement within the time herein provided for such amounts performance. (b) The representations, warranties and agreements of SCOLP contained herein and in all documents and agreements executed pursuant hereto are and shall be paid true and correct as of the date hereof and as of the Contribution Date in all material respects. (c) Contributor shall have received the consideration provided in Section 2 above. (d) No action, suit, proceeding or commence being paid investigation shall have been instituted before any court or governmental body, or instituted by any governmental agency, to restrain or prevent consummation of the transactions under this Agreement. (e) The Consent to Transfer Approval shall have been obtained on terms and conditions satisfactory to Contributor. (f) Closing pursuant to the Executive within fifteen (15) days terms of All of the expiration Other Acquisition Agreements contemporaneously with the Closing under this Agreement is a condition of Closing under this Agreement unless the failure to close any of All of the Other Acquisition Agreements is due to the default of the Owner, Holding Company or Contributor (or other seller, as appropriate) under such agreements; or unless the failure to close any of All of the Other Acquisition Agreements is due to the exercise of a right to terminate in connection with casualty or condemnation of a project; or unless any party which is entitled to do so is exercising its rights to purchase any project subject to the Other Contribution Agreements pursuant to Section 723.071 of the Florida statutes. (g) In the event a duly organized homeowners’ association operates at the Project, or it is otherwise determined Section 723.071 of the Florida Statute applies to the Project, the Contributor’s special legal counsel shall deliver to Contributor a legal opinion (at SCOLP’s sole cost and expense), in form and substance satisfactory to Contributor and SCOLP, as to the full compliance of this transaction with Section 723.071 of the Florida Statutes. 10.3 The parties acknowledge that the Total Agreed Value provided for in the Summary of Terms was arrived at after giving due consideration to the tax treatment of this transaction by the Contributor and SCOLP. A cash payment to the Contributor in exchange for the Membership Interests would trigger a significantly greater present tax liability than is the case under the transaction provided for in this Agreement. Should SCOLP, for reasons outside of its control, be unable to issue Units to the Contributor at Closing, the cash purchase price will be the amount set forth on the Summary of Terms and SCOLP shall deposit 15% of such revocation period without cash purchase price in escrow as an ▇▇▇▇▇▇▇ money deposit pending Closing. In the occurrence of a revocation by event the Executive (or such later date as may be legal opinion required under Section 19 of this Agreement). Nevertheless 10.01 (i) and regardless of whether the General Release has been executed by the Executive), upon any termination 10.02 (g) cannot be delivered and notice of the Executive’s employmenttransaction is required to be provided to the residents at the Project, the Executive notice shall be entitled to receive any Accrued Amounts, payable after provide for payment of the date of termination in accordance with the Company’s applicable plan, program, policy or payroll procedures. Notwithstanding anything to the contrary in this Agreement, if any severance pay or benefits are deferred compensation under Section 409A (as defined below), and the period during which the Executive may sign the General Release begins in one calendar year and the first payroll date following the period during which the Executive may sign the General Release occurs cash purchase price set forth in the following calendar year, then the severance pay or benefit shall not be paid or the first payment shall not occur until the later calendar yearSummary of Terms.

Conditions. Any payments or benefits made or provided pursuant to Section 11 (other than Accrued Amounts) are subject to the Executive’s (or, in the event of the Executive’s death, the beneficiary’s or estate’s, or in the event of the Executive’s Disability, the guardian’s):: (a) compliance with the provisions of Section 8 hereofConfidentiality Agreement; (b) delivery to the Company of an executed waiver and general release of any and all known and unknown claims, and other provisions and covenants, in the form acceptable to the Company (which shall be delivered to the Executive within five (5) business days following the termination date) (the “General Release”) within 21 days of presentation thereof by the Company to the Executive (or a longer period of time if required by law), and permitting the General Release to become effective in accordance with its terms; and (c) delivery to the Company of a resignation from all offices, directorships and fiduciary positions with the Company, its affiliates and employee benefit plans effective as of the termination date. Notwithstanding the due date of any post-employment payments, any amounts due following a termination under this Agreement (other than Accrued Amounts) shall not be due until after the expiration of any revocation period applicable to the General Release without the Executive having revoked such General Release, and any such amounts shall be paid or commence being paid to the Executive within fifteen (15) days of the expiration of such revocation period without the occurrence of a revocation by the Executive (or such later date as may be required under Section 19 18 of this Agreement). Nevertheless (and regardless of whether the General Release has been executed by the Executive), upon any termination of the Executive’s employment, the Executive shall be entitled to receive any Accrued Amounts, payable after the date of termination in accordance with the Company’s applicable plan, program, policy or payroll procedures. Notwithstanding anything to the contrary in this Agreement, if any severance pay or benefits are deferred compensation under Section 409A (as defined below), and the period during which the Executive may sign the General Release begins in one calendar year and the first payroll date following the period during which the Executive may sign the General Release occurs in the following calendar year, then the severance pay or benefit shall not be paid or the first payment shall not occur until the later calendar year.

Conditions. Any payments or benefits made or provided pursuant to Section 11 (other than Accrued Amounts1) Grants are subject not payable by the Municipality until such time as all taxes outstanding has been paid to the Executive’s Municipality. Grants are also not payable by the Municipality until such time as all possible assessment appeals have been filed and decided. If property taxes are owing on the Site for more than one full year, the Municipality will have the option, without notice and at its own discretion, of terminating the grant payments, thereby eliminating all grant obligations to the Applicant. 2) If all or a portion of the Site is demolished within one year of the Grant being paid by the Municipality, it shall cause the grant to be forfeited and be repayable to the Municipality. It is to be repaid on, or before, the first day of municipal tax collection following the demolition. Demolition, in part, may be permitted entirely at the discretion of the Municipality without a requirement for repayment, but only in those instances where a written request by the property owner is received and a corresponding letter of permission is granted to the Municipality. 3) Grants will not be paid to applicants who are currently involved in active litigation with the Municipality or to properties having any issues with noncompliance, outstanding work orders (orFire and/or Building) and/or Zoning Orders. 4) The Site described in “Schedule A” of the agreement must be occupied to receive the Grant(s). More specifically, Grants issued to commercial and industrial properties must be operational. 5) The Applicant agree to complete the work as described in Schedule ‘B’ within 12 months of executing the Agreement, and in accordance with all applicable licenses, permits, by-laws, building codes and other applicable approvals. 6) The Applicant will be responsible for ensuring that they can be contacted by the Municipality for the purpose of delivering the Grant payment. If the Applicant cannot be reached over a protracted period (greater than one year), the Municipality will have the option, without notice at its own discretion, of terminating the Grant payment, thereby eliminating all Grant obligations to the Applicant. 7) Prior to the issuance of the Grant monies by the Municipality, the Applicant agree to provide all Required Receipts to the Municipality for review and the Municipality may, at its discretion, refuse payment of the Grant or a portion thereof if the Municipality is not satisfied that the Required Receipts adequately account or describe what works and associated costs were undertaken. 8) Prior to the issuance of the Grant monies by the Municipality, the Applicant and Owner agree to permit the Chief Building Official or their designate to enter onto the property for the purposes of inspecting the works undertaken. The Municipality may, at its discretion, refuse payment of the Grant or a portion thereof if, in the event opinion of the Executive’s deathChief Building Official, the beneficiary’s or estate’s, or in the event of the Executive’s Disability, the guardian’s): (a) compliance with the provisions of Section 8 hereof; (b) delivery to the Company of an executed waiver and general release of any and all known and unknown claims, and other provisions and covenants, in the form acceptable to the Company (which shall be delivered to the Executive within five (5) business days following the termination date) (the “General Release”) within 21 days of presentation thereof by the Company to the Executive (or a longer period of time if required by law), and permitting the General Release to become effective works undertaken were not in accordance with its terms; and (c) delivery to good workmanship and/or do not meet the Company of a resignation from all offices, directorships and fiduciary positions with the Company, its affiliates and employee benefit plans effective as of the termination date. Notwithstanding the due date requirements of any post-employment paymentsmunicipal, any amounts due following a termination under this Agreement (other than Accrued Amountsprovincial or federal building or safety regulations. 9) shall not be due until after the expiration of any revocation period applicable to the General Release without the Executive having revoked such General Release, and any such amounts shall be paid or commence being paid to the Executive within fifteen (15) days of the expiration of such revocation period without the occurrence of a revocation by the Executive (or such later date as The Applicant may be required under Section 19 at the discretion of this Agreement)the Municipality to post a sign advertising the Community Improvement Plan program for a period of no more than two months. Nevertheless (and regardless of whether the General Release has been executed Said sign shall be provided by the Executive), upon any termination Municipality and be posted in a location visible from the street. 10) Section 7.3.14 of the Executive’s employment, Community Incentive Plan (“CIP”) provides that: Project works approved for incentive funding under the Executive shall CIP must be entitled to receive any Accrued Amounts, payable after the date of termination carried out and completed in accordance with the Company’s applicable plandescription of project provided in the application and associated supporting materials. Should any works, programin the opinion of the Municipality, policy be inconsistent with the original description of the project, the Municipality may delay, reduce, or payroll procedures. Notwithstanding anything otherwise cancel any approved incentives and may require the applicant to repay any incentives dispersed to date. 11) If the Municipality requires repayment of any “incentives dispersed to date” in accordance with section 7.3.14 of the CIP, the Applicant and the Owner shall be jointly and severally liable to repay the Municipality all Grant monies disbursed if the Grant monies were disbursed to the contrary Applicant, and if the Grant monies were disbursed to the Owner, the Owner shall be liable to repay the Grant monies to the Municipality. 12) The Municipality shall not be responsible for the allocation of costs of the works as between the Applicant and the Owner. 13) The Applicant and the Owner represent and warrant that the execution of this Agreement does not violate the Lease or any other agreement entered into between the Applicant and the Owner. 14) Proposed works must conform to the Middlesex County Official Plan, Strathroy-Caradoc Official Plan, Strathroy-Caradoc Zoning By-law, and any other applicable planning legislation/documents. Proposed works shall be carried out in accordance with, or exceed, the applicable minimum requirements of the Ontario Building Code and Accessibility for Ontarians with Disabilities Act. 15) The Applicant, shall indemnify the Municipality against all actions, causes of action, suits, claims or demands whatsoever which may arise, either directly or indirectly by reason of the Applicant and/or Owner undertaking or failing to undertake the works and other obligations set out in this Agreement. The issuance of an insurance policy shall not relieve the Applicant and/or Owner from its/their responsibility from indemnifying the Municipality for liability not covered by such insurance or in excess of policy limits of such insurance. 16) In addition to the foregoing provisions, if any severance pay or benefits are deferred compensation under Section 409A the Applicant agree to indemnify and hold harmless and defend the Municipality, the Municipality’s officers and employees from and against all claims and suits by third parties for damages, injuries to persons (as defined belowincluding death), property damages, losses, and expenses including court costs and reasonable legal fees, arising out of, or resulting from, Applicant and/or Owner’s activities associated with the period during which works, and without limiting the Executive may sign foregoing, including all such causes of action based upon common, constitutional, or statutory law, or based in whole or in part, upon allegations of negligent or intentional acts on the General Release begins in one calendar year and part of the first payroll date following the period during which the Executive may sign the General Release occurs in the following calendar yearApplicant and/or Owner, then the severance pay its officers, employees, agents, subcontractors, licensees, or benefit shall not be paid or the first payment shall not occur until the later calendar yearinvitees.

Conditions. Any payments or benefits made or provided pursuant 10.1 The obligation of SCOLP to Section 11 (other than Accrued Amounts) are subject consummate the acquisition of the Membership Interests is expressly conditioned upon the following, each of which constitutes a condition precedent to the Executive’s obligations of SCOLP hereunder which, if not performed or determined to be acceptable to SCOLP on or before the Contribution Date (orunless a different time for performance is expressly provided herein), in shall permit SCOLP, at its sole option (understanding SCOLP may proceed to close upon the event failure of the Executive’s deathany condition and preserve its remedies hereunder), to declare this Agreement null and void and of no further force and effect by written notice to Contributor, whereupon none of Contributor, the beneficiary’s or estate’s, or in the event of the Executive’s DisabilityOwner, the guardian’sHolding Company nor SCOLP shall have any further obligations hereunder to the other except for any provision hereof which expressly survives the termination of this Agreement (provided that SCOLP shall have the right to waive any one or all of such conditions): (a) compliance with SCOLP has not terminated this Agreement on or before the provisions expiration of the Investigation Period as provided in Section 8 hereof;9.1 herein. (b) delivery On the Contribution Date, title to the Company of an executed waiver Project and general release of any and all known and unknown claims, and other provisions and covenants, the Membership Interests shall be in the form acceptable condition required by this Agreement and the Title Company shall be in a position to issue the title policy pursuant to the Company (which shall be delivered to the Executive within five (5) business days following the termination date) (the “General Release”) within 21 days of presentation thereof by the Company to the Executive (or a longer period of time if required by law), and permitting the General Release to become effective in accordance with its terms; andCommitment. (c) delivery The Contributor, Owner and Holding Company shall have complied with and performed all covenants, agreements and conditions on their part to be performed under this Agreement within the time herein provided for such performance. (d) The representations, warranties and agreements of Contributor, Owner and the Holding Company of a resignation from contained herein and in all offices, directorships documents and fiduciary positions with the Company, its affiliates agreements executed pursuant hereto are and employee benefit plans effective shall be true and correct as of the termination date. Notwithstanding date hereof and as of the due Contribution Date in all material respects. (e) From and after the date hereof to the Contribution Date, there shall have been no material adverse change in or to the Project, the business conducted thereon, Owner or the Holding Company. (f) No action, suit, proceeding or investigation shall have been instituted before any court or governmental body, or instituted by any governmental agency, to restrain or prevent consummation of any post-employment payments, any amounts due following a termination the transactions under this Agreement or which would affect the right of SCOLP to own, operate and control the Holding Company, the Owner or the Project. (other than Accrued Amountsg) The Consent to Transfer Approval shall have been obtained on terms and conditions satisfactory to SCOLP. If SCOLP is unable to obtain a satisfactory Consent to Transfer Approval within ninety (90) days after the Effective Date, as the same may be extended pursuant to the immediately following sentence (the “Approval Deadline Date”), then SCOLP shall have the right to terminate this Agreement by written notice of such termination given to Contributor and Owner on or before the Approval Deadline Date then in effect. SCOLP has the right to extend the Approval Deadline Date by one sixty (60) day period by notice of such extension given to Owner and Contributor prior to the Approval Deadline Date then in effect. If SCOLP does not give this notice on or before the Approval Deadline Date, then this condition shall be deemed waived by SCOLP. If the Consent to Transfer Approval is not obtained and SCOLP fails or elects not to terminate this Agreement, SCOLP shall be required to satisfy the Existing Mortgage and pay any prepayment fee, premium or penalty as set forth in the Existing Mortgage or related documents. The payment of any prepayment fee, premium or penalty shall be in addition to the Total Agreed Value and shall not reduce the Units to be issued to Contributor at Closing. (h) Closing pursuant to the terms of All of the Other Acquisition Agreements contemporaneously with the Closing under this Agreement is a condition of Closing under this Agreement unless the failure to close any of All of the Other Acquisition Agreements is due until after to the expiration default of SCOLP (or other purchaser, as appropriate) under such agreements; or unless the failure to close any of All of the Other Acquisition Agreements is due to the exercise of a right to terminate in connection with casualty or condemnation of a project. (i) In the event a duly organized homeowners’ association operates at the Project, or it is otherwise determined Section 723.071 of the Florida Statute applies to the Project, the Contributor’s special legal counsel shall deliver to Contributor a legal opinion (at SCOLP’s sole cost and expense), in form and substance satisfactory to SCOLP and Contributor and upon which they may rely, as to the full compliance of this transaction with Section 723.071 of the Florida Statutes. In the alternative, the Contributor shall obtain and provide for the benefit of SCOLP a fully enforceable waiver of any revocation period applicable rights under Section 723.071 in form and substance sufficient to enable the Title Company to eliminate any exception resulting from such statute. 10.2 The obligation of Contributor to consummate the contribution of the Membership Interests is expressly conditioned upon the following, each of which constitutes a condition precedent to the General Release without obligations of Contributor hereunder which, if not performed or determined to be acceptable to Contributor on or before the Executive having revoked Contribution Date (unless a different time for performance is expressly provided herein), shall permit Contributor, at its sole option (understanding Contributor may proceed to close upon the failure of any condition and preserve its remedies hereunder), to declare this Agreement null and void and of no further force and effect by written notice to the SCOLP, whereupon none of Contributor, the Owner, the Holding Company nor SCOLP shall have any further obligations hereunder to the other except for any provision hereof which expressly survives the termination of this Agreement (provided that Contributor shall have the right to waive any one or all of such General Releaseconditions): (a) SCOLP shall have complied with and performed all covenants, agreements and any conditions on its part to be performed under this Agreement within the time herein provided for such amounts performance. (b) The representations, warranties and agreements of SCOLP contained herein and in all documents and agreements executed pursuant hereto are and shall be true and correct as of the date hereof and as of the Contribution Date in all material respects. (c) Contributor shall have received the consideration provided in Section 2 above. (d) No action, suit, proceeding or investigation shall have been instituted before any court or governmental body, or instituted by any governmental agency, to restrain or prevent consummation of the transactions under this Agreement. (e) The Consent to Transfer Approval shall have been obtained on terms and conditions satisfactory to Contributor or SCOLP shall have fully satisfied the Existing Mortgage and paid any prepayment fee, premium or commence being paid penalty without reduction in the Units to be issued to the Executive within fifteen Contributor at Closing. (15f) days Closing pursuant to the terms of All of the expiration Other Acquisition Agreements contemporaneously with the Closing under this Agreement is a condition of Closing under this Agreement unless the failure to close any of All of the Other Acquisition Agreements is due to the default of the Owner, Holding Company or Contributor (or other seller, as appropriate) under such revocation period without agreements; or unless the occurrence failure to close any of All of the Other Acquisition Agreements is due to the exercise of a revocation right to terminate in connection with casualty or condemnation of a project; or unless any party which is entitled to do so is exercising its rights to purchase any project subject to any of the Other Contribution Agreements pursuant to Section 723.071 of the Florida Statutes. (g) In the event a duly organized homeowners’ association operates at the Project, or it is otherwise determined Section 723.071 of the Florida Statute applies to the Project, the Contributor’s special legal counsel shall deliver to Contributor a legal opinion (at SCOLP’s sole cost and expense), in form and substance satisfactory to SCOLP and Contributor and upon which they may rely, as to the full compliance of this transaction with Section 723.071 of the Florida Statutes. In the alternative, the Contributor shall obtain and provide for the benefit of SCOLP a fully enforceable waiver of any rights under Section 723.071 in form and substance sufficient to enable the Title Company to eliminate any exception resulting from such statute. 10.3 The parties acknowledge that the Total Agreed Value provided for in the Summary of Terms was arrived at after giving due consideration to the tax treatment of this transaction by the Executive (or such later date as may be required under Section 19 of this Agreement)Contributor and SCOLP. Nevertheless (and regardless of whether the General Release has been executed by the Executive), upon any termination of the Executive’s employment, the Executive shall be entitled to receive any Accrued Amounts, payable after the date of termination in accordance with the Company’s applicable plan, program, policy or payroll procedures. Notwithstanding anything A cash payment to the contrary Contributor in exchange for the Membership Interests would trigger a significantly greater present tax liability than is the case under the transaction provided for in this Agreement. Should SCOLP, if any severance pay for reasons outside of its control, be unable to issue Units to the Contributor at Closing, the cash purchase price will be the amount set forth on the Summary of Terms and SCOLP shall make an additional deposit equal to 5% of such cash purchase price, which additional deposit, once made, shall be part of the Deposit be returned, retained or benefits are deferred compensation under Section 409A (distributed as defined below), and the period during which the Executive may sign the General Release begins in one calendar year and the first payroll date following the period during which the Executive may sign the General Release occurs in the following calendar year, then the severance pay or benefit shall not be paid or the first payment shall not occur until the later calendar yearprovided herein.

Conditions. Any payments or benefits made or provided pursuant to Section 11 8 (other than Accrued Amounts) are subject to the Executive’s (or, in the event of the Executive’s death, the beneficiary’s or estate’s, or in the event of the Executive’s Disability, the guardian’s): (a) compliance with the provisions of Section 8 11 hereof; (b) delivery to the Company of an the executed waiver Agreement and general release of any and all known and unknown claims, and other provisions and covenants, in the form acceptable to the Company (which shall be delivered to the Executive within five (5) business days following the termination date) General Release (the “General Release”), which shall be in the form attached hereto as Appendix A (with such changes therein or additions thereto as needed under then applicable law to give effect to its intent and purpose) within 21 days following the date of presentation thereof by the Company to the Executive (or a longer period termination of time if required by law)employment, and permitting the General Release to become effective in accordance with its terms; and (c) delivery to the Company of a resignation from all offices, directorships and fiduciary positions with the Company, its affiliates and employee benefit plans effective as of the termination dateplans. Notwithstanding the due date of any post-employment payments, any amounts due following a termination under this Agreement (other than Accrued Amounts) shall not be due until after the expiration of any revocation period applicable to the General Release without the Executive having revoked such General Release, and any such amounts shall be paid or commence being paid to the Executive within fifteen (15) days of on the Company’s first ordinary payroll date occurring on or after the expiration of such revocation period without the occurrence of a revocation by the Executive (or such later date as may be required under Section 19 18 or the final sentence of this AgreementSection 9). Nevertheless (and regardless of whether the General Release has been executed by the Executive), upon any termination of the Executive’s employment, the Executive shall be entitled to receive any Accrued Amounts, payable after the date of termination in accordance with the Company’s applicable plan, program, policy or payroll procedures. Notwithstanding anything to the contrary in this Agreement, if any severance pay or benefits are deferred compensation under Section 409A (as defined below), and the period during which the Executive may sign the General Release begins in one calendar year and the first payroll date following the period during which the Executive may sign the General Release occurs ends in the following calendar yearanother, then the severance pay or benefit shall not be paid or the first payment shall not occur until the later calendar year.

Conditions. Any payments or benefits made or provided pursuant to Section 11 8 (other than Accrued Amounts) are subject to the Executive’s (or, in the event of the Executive’s death, the beneficiary’s or estate’s, or in the event of the Executive’s Disability, the guardian’s): (a) compliance with the provisions of Section 8 12 hereof; (b) delivery to the Company of an the executed waiver Agreement and general release of any and all known and unknown claims, and other provisions and covenants, in the form acceptable to the Company (which shall be delivered to the Executive within five (5) business days following the termination date) General Release (the “General Release”), which shall be in the form attached hereto as Appendix A (with such changes therein or additions thereto as needed under then applicable law to give effect to its intent and purpose) within 21 days following the date of presentation thereof by the Company to the Executive (or a longer period termination of time if required by law)employment, and permitting the General Release to become effective in accordance with its terms; and (c) delivery to the Company of a resignation from all offices, directorships and fiduciary positions with the Company, its affiliates and employee benefit plans effective as of the termination dateplans. Notwithstanding the due date of any post-employment payments, any amounts due following a termination under this Agreement (other than Accrued Amounts) shall not be due until after the expiration of any revocation period applicable to the General Release without the Executive having revoked such General Release, and any such amounts shall be paid or commence being paid to the Executive within fifteen (15) days of on the Company’s first ordinary payroll date occurring on or after the expiration of such revocation period without the occurrence of a revocation by the Executive (or such later date as may be required under Section 19 or the final sentence of this AgreementSection 9). Nevertheless (and regardless of whether the General Release has been executed by the Executive), upon any termination of the Executive’s employment, the Executive shall be entitled to receive any Accrued Amounts, payable after the date of termination in accordance with the Company’s applicable plan, program, policy or payroll procedures. Notwithstanding anything to the contrary in this Agreement, if any severance pay or benefits are deferred compensation under Section 409A (as defined below), and the period during which the Executive may sign the General Release begins in one calendar year and the first payroll date following the period during which the Executive may sign the General Release occurs ends in the following calendar yearanother, then the severance pay or benefit shall not be paid or the first payment shall not occur until the later calendar year.

Conditions. Any payments or benefits made or provided pursuant to Section 11 7 (other than Accrued Amounts) are subject to to: (i) the commencement of the Employment Term; and (ii) the Executive’s (or, in the event of the Executive’s death, the beneficiary’s or estate’s, or in the event of the Executive’s Disability, the guardian’s): (a) compliance with the provisions of Section 8 hereofSections 10, 20, 25 and all other post-employment obligations imposed by this Agreement; (b) delivery to the Company of an the executed waiver Agreement and general release of any and all known and unknown claims, and other provisions and covenants, in the form acceptable to the Company (which shall be delivered to the Executive within five (5) business days following the termination date) General Release (the “General Release”), which shall be in the form attached hereto as Appendix A (with such changes therein or additions thereto as needed under then applicable law to give effect to its intent and purpose) within 21 days following the date of presentation thereof by the Company to the Executive (or a longer period termination of time if required by law)employment, and permitting the General Release to become effective in accordance with its terms; and; (c) delivery to the Company of a resignation from all offices, directorships and fiduciary positions with the Company, its affiliates and employee benefit plans effective as plans, by no later than 3 days following termination of employment. (d) delivery to the termination date. Company of all Company property in Executive’s possession, custody or control including, without limitation, all computer hardware, and software, all Company electronic devices, and all Company paper or electronic files. (e) Notwithstanding the due date of any post-employment payments, any amounts due following a termination under this Agreement (other than Accrued Amounts) shall not be due until after the expiration of any revocation period applicable to the General Release without the Executive having revoked such General Release, and any such amounts shall be paid or commence being paid to the Executive within fifteen (15) days of on the Company’s first ordinary payroll date occurring on or after the expiration of such revocation period without the occurrence of a revocation by the Executive (or such later date as may be required under Section 19 17 (f) or the final sentence of this Agreement)Section 8). Nevertheless (and regardless of whether the General Release has been executed by the Executive), upon any termination of the Executive’s employment, the Executive shall be entitled to receive any Accrued Amounts, payable after the date of termination in accordance with the Company’s applicable plan, program, policy or payroll procedures. Notwithstanding anything to the contrary in this Agreement, if any severance pay or benefits are deferred compensation under Section 409A (as defined below), and the period during which the Executive may sign the General Release begins in one calendar year and the first payroll date following the period during which the Executive may sign the General Release occurs ends in the following calendar yearanother, then the severance pay or benefit shall not be paid or the first payment shall not occur until the later calendar year.

Conditions. Any payments or benefits made or provided pursuant to Section 11 8 (other than Accrued Amounts) are subject to to: (i) the commencement of the Employment Term; and (ii) the Executive’s (or, in the event of the Executive’s death, the beneficiary’s or estate’s, or in the event of the Executive’s Disability, the guardian’s): (a) compliance with the provisions of Section 8 11 hereof; (b) delivery to the Company of an the executed waiver Agreement and general release of any and all known and unknown claims, and other provisions and covenants, in the form acceptable to the Company (which shall be delivered to the Executive within five (5) business days following the termination date) General Release (the “General Release”), which shall be in the form attached hereto as Appendix A (with such changes therein or additions thereto as needed under then applicable law to give effect to its intent and purpose) within 21 days following the date of presentation thereof by the Company to the Executive (or a longer period termination of time if required by law)employment, and permitting the General Release to become effective in accordance with its terms; and (c) delivery to the Company of a resignation from all offices, directorships and fiduciary positions with the Company, its affiliates and employee benefit plans effective as plans, by no later than 3 days following termination of the termination dateemployment. Notwithstanding the due date of any post-employment payments, any amounts due following a termination under this Agreement (other than Accrued Amounts) shall not be due until after the expiration of any revocation period applicable to the General Release without the Executive having revoked such General Release, and any such amounts shall be paid or commence being paid to the Executive within fifteen (15) days of on the Company’s first ordinary payroll date occurring on or after the expiration of such revocation period without the occurrence of a revocation by the Executive (or such later date as may be required under Section 19 18 or the final sentence of this AgreementSection 9). Nevertheless (and regardless of whether the General Release has been executed by the Executive), upon any termination of the Executive’s employment, the Executive shall be entitled to receive any Accrued Amounts, payable after the date of termination in accordance with the Company’s applicable plan, program, policy or payroll procedures. Notwithstanding anything to the contrary in this Agreement, if any severance pay or benefits are deferred compensation under Section 409A (as defined below), and the period during which the Executive may sign the General Release begins in one calendar year and the first payroll date following the period during which the Executive may sign the General Release occurs ends in the following calendar yearanother, then the severance pay or benefit shall not be paid or the first payment shall not occur until the later calendar year.

Conditions. Any payments The following obligations of the Company shall be satisfied or benefits made fulfilled on or provided pursuant to Section 11 (other than Accrued Amounts) are subject prior to the Executive’s (ordate of each Closing, unless otherwise agreed to in writing by the event of the Executive’s death, the beneficiary’s or estate’s, or in the event of the Executive’s Disability, the guardian’s):Placement Agent: (a) compliance with The Company shall have delivered to the provisions Placement Agent, at the Initial Closing, (i) a currently-dated long-form good standing certificate or telegram from the Secretary of Section 8 hereof;State where the Company and each Subsidiary is incorporated and each other jurisdiction in which the Company and any of the Subsidiaries is qualified to do business as a foreign corporation; (ii) the certificate of incorporation of the Company and each Subsidiary, as currently in effect, certified by the Secretary of State of the state where the Company and each Subsidiary is incorporated; (iii) by-laws of the Company certified by the secretary of the Company; and (iv) certified resolutions of the Board of Directors of the Company approving this Agreement, the sale of the Debentures, the Common Stock Warrants and the Placement Agent Warrants, and the registration of the Registrable Securities. (b) delivery to There shall have occurred no event which had a Material Adverse Effect on the Company or the Subsidiaries or any of an executed waiver and general release their respective businesses, assets, prospects or the Company's securities since the date of any and all known and unknown claims, and other provisions and covenants, in the form acceptable to this Agreement. (c) No litigation or administrative proceeding shall have been threatened or commenced against the Company or any of the Subsidiaries which (which i) seeks to enjoin or otherwise prohibit or restrict the consummation of the transactions contemplated by this Agreement or (ii) if adversely determined, would have a Material Adverse Effect on the Company or the Company's securities. (d) The Company shall be have delivered to the Executive within five Placement Agent a certificate of its principal executive and financial officers as to the matters set forth in Paragraphs 8(a), (5b) business days following and (c) of this Agreement and to the termination further effect that (i) neither the Company nor any Subsidiary is in default, in any respect, under any note, loan agreement, security agreement, mortgage, deed of trust, indenture, contract, alliance agreement, lease, license, joint venture agreement, agreement or other instrument to which it is a party, except as disclosed in the Financial Statements or the Memorandum and except where such default has not and will not have a Material Adverse Effect; however, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ has given notice of an event of default related to the note payable to him in the amount of $750,000 as a result of an alleged late payment of interest. The Company attempted to deliver the interest and ▇▇▇▇▇▇ ▇▇▇▇▇▇ refused the check and therefore the Company contends that the note is not in default; (ii) the Company's representations and warranties contained in this Agreement are true and correct in all respects on such date with the same force and effect as if made on such date; (iii) there has been no amendment or changes to the Company's or Subsidiaries' certificates of incorporation or by-laws or authorizing resolutions from those delivered pursuant to Paragraph 8(a) of this Agreement; and (iv) no event has occurred which, with or without the “General Release”) within 21 days lapse of presentation time or giving of notice, or both, would constitute a breach or default thereof by the Company or any Subsidiary or would cause acceleration of any obligation of the Company or any Subsidiary, or could adversely affect the business, operations, financial condition or prospects of the Company. (e) The Placement Agent shall have received the opinion of Friedlob ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Tourtillot, LLC, counsel for the Company, dated as of the Closing date in form and substance reasonably satisfactory to the Executive (or a longer period of time if required by law), Placement Agent and permitting the General Release to become effective in accordance with its terms; andcounsel. (cf) delivery The Company shall have prepared and filed or delivered to counsel for filing with the SEC and any states in which such filing is required, a Form D relating to the sale of the Debentures and such other documents and certificates as are required. (g) Subscriptions for at least the Minimum Amount of Debentures shall have been accepted by the Company. (h) In addition to the right of the Placement Agent to terminate this Agreement and not consummate the transactions contemplated by this Agreement as a result of the failure of the Company to comply with any of its obligations set forth in this Agreement, this Agreement may be terminated by the Placement Agent by written notice to the Company at any time prior to the Initial Closing if, in the Placement Agent's sole judgment, (i) the Company and/or Subsidiaries shall have sustained a loss that is material to the Company or its Subsidiaries, taken as a whole, whether or not insured, by reason of a resignation fire, earthquake, flood, accident or other calamity, or from all officesany labor dispute or court or government action, directorships and fiduciary positions order or decree; (ii) trading in securities on any exchange or system shall have been suspended or limited, either generally or specifically, with respect to the Company's Common Stock; (iii) material governmental restrictions have been imposed on trading in securities, its affiliates and employee benefit plans effective as of the termination date. Notwithstanding the due date of any post-employment paymentsgenerally or specifically, any amounts due following a termination under this Agreement (other than Accrued Amounts) shall not be due until after the expiration of any revocation period applicable with respect to the General Release without Company's Common Stock (not in force and effect on the Executive having revoked such General Release, and any such amounts shall be paid or commence being paid to the Executive within fifteen (15) days of the expiration of such revocation period without the occurrence of a revocation by the Executive (or such later date as may be required under Section 19 of this Agreement). Nevertheless ; (and regardless iv) a banking moratorium shall have been declared by Federal or New York State authorities; (v) an outbreak of whether major international hostilities or other national or international calamity shall have occurred; (vi) the General Release has been executed by the Executive), upon any termination Congress of the Executive’s employmentUnited States or any state legislative body shall have passed or taken any action or measure, or such bodies or any governmental body or any authoritative accounting institute, or board, or any governmental executive shall have adopted any orders, rules or regulations, which the Executive Placement Agent reasonably believes is likely to have a Material Adverse Effect on the business, financial condition or financial statements of the Company or the market for the Common Stock; (vii) the Common Stock shall be entitled have been delisted from NASDAQ or the Company shall have received notice from NASDAQ advising the Company of its intention to receive have the Common Stock delisted from NASDAQ, whether conditional or otherwise, or the Company shall fail to meet the requirements for continued listing on NASDAQ; or (viii) there shall have been, in the Placement Agent's judgment, a material decline in the Dow ▇▇▇▇▇ Industrial Index or the market price of the Common Stock at any Accrued Amounts, payable after time subsequent to the date of termination in accordance with the Company’s applicable plan, program, policy or payroll procedures. Notwithstanding anything to the contrary in this Agreement, if any severance pay or benefits are deferred compensation under Section 409A (as defined below), and the period during which the Executive may sign the General Release begins in one calendar year and the first payroll date following the period during which the Executive may sign the General Release occurs in the following calendar year, then the severance pay or benefit shall not be paid or the first payment shall not occur until the later calendar year.

Conditions. Any payments or benefits made or provided pursuant to Section 11 (other than Accrued Amounts) are subject to the Executive’s (or, in the event of the Executive’s death, the beneficiary’s or estate’s, or in the event of the Executive’s Disability, the guardian’s): (a) compliance with the provisions of Section 8 hereof; (b) delivery to the Company of an executed waiver and general release of any and all known and unknown claims, and other provisions and covenants, in the form acceptable to the Company (which shall be delivered to the Executive within five (5) business days following the termination date) (the “General Release”) within 21 twenty one (21) days of presentation thereof by the Company to the Executive (or a longer period of time if required by law), and permitting the General Release to become effective in accordance with its terms; and (c) delivery to the Company of a resignation from all offices, directorships and fiduciary positions with the Company, its affiliates and employee benefit plans effective as of the termination date. Notwithstanding the due date of any post-employment payments, any amounts due following a termination under this Agreement (other than Accrued Amounts) shall not be due until after the expiration of any revocation period applicable to the General Release without the Executive having revoked such General Release, and any such amounts shall be paid or commence being paid to the Executive within fifteen (15) days of the expiration of such revocation period without the occurrence of a revocation by the Executive (or such later date as may be required under Section 19 of this Agreement). Nevertheless (and regardless of whether the General Release has been executed by the Executive), upon any termination of the Executive’s employment, the Executive shall be entitled to receive any Accrued Amounts, payable after the date of termination in accordance with the Company’s applicable plan, program, policy or payroll procedures. Notwithstanding anything to the contrary in this Agreement, if any severance pay or benefits are deferred compensation under Section 409A (as defined below), and the period during which the Executive may sign the General Release begins in one calendar year and the first payroll date following the period during which the Executive may sign the General Release occurs in the following calendar year, then the severance pay or benefit shall not be paid or the first payment shall not occur until the later calendar year.

Conditions. Any payments (i) For the purpose of calculating payment for incident duty, the salary rate shall be the employee's substantive salary or benefits made or provided pursuant as prescribed in the Incident Responsibility Rates section, whichever is the greater. (ii) Call out to Section 11 attend an Incident will be paid at a minimum of three (other than Accrued Amounts3) are subject to the Executive’s (hours overtime or, by mutual agreement, time in the event lieu at overtime rates. (iii) All travel to and from an incident will be paid as if part of the Executive’s death, the beneficiary’s or estate’s, or in the event of the Executive’s Disability, the guardian’s):Incident. (iv) Start and Finish Times: (a) compliance On a normal rostered day on, start will be from normal workplace and finish will be on return to normal workplace plus 30 minutes. (b) On a Rostered Day Off, start will be on leaving place of abode and finish will be on return to place of abode plus 30 minutes. (c) Where it is not possible to return to place of abode or normal workplace, start will be on leaving accommodation and finish will be on return to accommodation plus 30 minutes. (d) Where an employee is called to an Incident from their place of abode after the completion of a normal shift, starting time will be at the time of the call, finishing time will be on return to their place of abode plus 30 minutes. (v) Hours of work for Flight Officers will be in accordance with the provisions of Section 8 hereof;Civil Aviation Order 48.1. (vi) Rest breaks will be taken in accordance with Civil Aviation Order 48.1. (vii) After completion of three (3) consecutive shifts on incident duties a break of twenty-four hours with payment at single time rates, shall be provided before continuing with incident duties. The requirement for a break of 24 hours is extended to five (5) shifts for employees carrying out support functions (i.e., Catering Teams, Administration Assistance). (viii) It is the responsibility of the Incident Controller or nominee to ensure that reasonable shift and rest periods are adhered to. (ix) If an employee is away from their own work location for the purposes of attending an Incident, and are not required to work and it is not possible to return to their home, seven hours normal pay will be paid per day until they return home or their usual place of work, whichever is the sooner. (x) Employees required to work on their Rostered Day Off or Flex Day will receive either (a) overtime for the whole shift in addition to the normal pay for the day; or (b) delivery overtime for the whole shift (minus the normal days pay) plus a day off in lieu of the flex day or rostered day off, to the Company of an executed waiver and general release of any and all known and unknown claims, and other provisions and covenants, in the form acceptable to the Company (which shall be delivered to the Executive within five (5) business days following the termination date) (the “General Release”) within 21 days of presentation thereof by the Company to the Executive (or taken at a longer period of time if required by law), and permitting the General Release to become effective in accordance with its terms; andmutually agreed time. (cxi) delivery Employees directed to the Company of a resignation return from all officesannual leave to attend an Incident will be compensated for pre paid accommodation, directorships and fiduciary positions with the Company, its affiliates and employee benefit plans effective as of the termination date. Notwithstanding the due date of any post-employment payments, any amounts due following a termination under this Agreement (other than Accrued Amounts) shall not be due until after the expiration of any revocation period applicable return travel from their leave destination to the General Release without the Executive having revoked such General Release, home at either First Class Rail Travel or economy air travel for themselves and any such amounts shall dependants or at Official Business Rate if a Private Vehicle is used. Employees will be paid further compensated by single hourly rate for all hours travelled. Such employees will have the same option as employees called from an RDO or commence being paid to the Executive within fifteen (15) days of the expiration of such revocation period without the occurrence of a revocation by the Executive (or such later date as may be required under Section 19 of this Agreement). Nevertheless (and regardless of whether the General Release has been executed by the Executive), upon any termination of the Executive’s employment, the Executive shall be entitled to receive any Accrued Amounts, payable after the date of termination in accordance with the Company’s applicable plan, program, policy or payroll procedures. Notwithstanding anything to the contrary in this Agreement, if any severance pay or benefits are deferred compensation under Section 409A (as defined below), and the period during which the Executive may sign the General Release begins in one calendar year and the first payroll date following the period during which the Executive may sign the General Release occurs in the following calendar year, then the severance pay or benefit shall not be paid or the first payment shall not occur until the later calendar yearFlex Day Off.

Conditions. Any payments or benefits made or provided pursuant to Section 11 (other than Accrued Amounts) are subject to the Executive’s (or, in the event of the Executive’s death, the beneficiary’s or estate’s, or in the event of the Executive’s Disability, the guardian’s):: (a) compliance with the provisions of Section 8 hereof;Confidentiality Agreement; 115357572 v1 (b) delivery to the Company of an executed waiver and general release of any and all known and unknown claims, and other provisions and covenants, in the form acceptable to the Company (which shall be delivered to the Executive within five (5) business days following the termination date) (the “General Release”) within 21 days of presentation thereof by the Company to the Executive (or a longer period of time if required by law), and permitting the General Release to become effective in accordance with its terms; and (c) delivery to the Company of a resignation from all offices, directorships and fiduciary positions with the Company, its affiliates and employee benefit plans effective as of the termination date. Notwithstanding the due date of any post-employment payments, any amounts due following a termination under this Agreement (other than Accrued Amounts) shall not be due until after the expiration of any revocation period applicable to the General Release without the Executive having revoked such General Release, and any such amounts shall be paid or commence being paid to the Executive within fifteen (15) days of the expiration of such revocation period without the occurrence of a revocation by the Executive (or such later date as may be required under Section 19 18 of this Agreement). Nevertheless (and regardless of whether the General Release has been executed by the Executive), upon any termination of the Executive’s employment, the Executive shall be entitled to receive any Accrued Amounts, payable after the date of termination in accordance with the Company’s applicable plan, program, policy or payroll procedures. Notwithstanding anything to the contrary in this Agreement, if any severance pay or benefits are deferred compensation under Section 409A (as defined below), and the period during which the Executive may sign the General Release begins in one calendar year and the first payroll date following the period during which the Executive may sign the General Release occurs in the following calendar year, then the severance pay or benefit shall not be paid or the first payment shall not occur until the later calendar year.

Conditions. Any payments The issuance, amendment or benefits made or provided pursuant to Section 11 (other than Accrued Amounts) are extension of any Facility Letter of Credit is subject to the Executive’s satisfaction in full of the following conditions on the Issuance Date: (ori) the Borrower shall have delivered to the Issuing Bank at such times and in such manner as the Issuing Bank may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuing Bank in form and content; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuing Bank from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuing Bank and no directive from any governmental authority with jurisdiction over the Issuing Bank shall prohibit such Issuing Bank from issuing Letters of Credit generally or from issuing that Facility Letter or Credit; (iii) The following statements shall be true, and the Agent and such Issuing Bank shall have received a certificate, substantially in the event form of the Executive’s deathcertificate attached hereto as Exhibit G, the beneficiary’s or estate’s, or in the event signed by a duly authorized officer of the Executive’s Disability, Borrower dated the guardian’s):Issuance Date stating that: (a) compliance with The representations and warranties contained in Article IV of this Agreement are correct on and as of such Issuance Date as though made on and as of such Issuance Date except to the provisions extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct as of Section 8 hereofsuch earlier date; (b) delivery to No Default or Event of Default has occurred and is continuing or would result from the Company issuance, amendment or extension of an executed waiver and general release such Facility Letter of any and all known and unknown claims, and other provisions and covenants, in the form acceptable to the Company (which shall be delivered to the Executive within five (5) business days following the termination date) (the “General Release”) within 21 days of presentation thereof by the Company to the Executive (or a longer period of time if required by law), and permitting the General Release to become effective in accordance with its termsCredit; and (c) delivery to Upon the Company issuance, amendment or extension of a resignation from all officesthe requested Facility Letter of Credit on such Issuance Date, directorships and fiduciary positions with the Company, its affiliates and employee benefit plans effective aggregate outstanding amount of Permitted Senior Debt shall not exceed the Borrowing Base as of the termination date. Notwithstanding the due date of any post-employment payments, any amounts due following a termination under this Agreement most recent Inventory Valuation Date; and (other than Accrued Amountsiv) shall not be due until after the expiration of any revocation period applicable to the General Release without the Executive having revoked such General Release, and any such amounts shall be paid or commence being paid to the Executive within fifteen (15) days of the expiration of such revocation period without the occurrence of a revocation by the Executive (or such later date as may be required under Section 19 of this Agreement). Nevertheless (and regardless of whether the General Release has been executed by the Executive), upon any termination of the Executive’s employment, the Executive shall be entitled to receive any Accrued Amounts, payable after the date of termination in accordance with the Company’s applicable plan, program, policy or payroll procedures. Notwithstanding anything to the contrary in this Agreement, if any severance pay or benefits are deferred compensation under Section 409A (as defined below), The Issuing Bank and the period during which the Executive Agent shall have received such other approvals, opinions, or documents as either may sign the General Release begins in one calendar year and the first payroll date following the period during which the Executive may sign the General Release occurs in the following calendar year, then the severance pay or benefit shall not be paid or the first payment shall not occur until the later calendar yearreasonably request.

Conditions. Any payments or benefits made or provided pursuant to Section 11 4 (other than Accrued Amountsaccrued base salary payments) are subject to the Executive’s (or, in the event of the Executive’s death, the beneficiary’s or estate’s, or in the event of the Executive’s Disability, the guardian’s): (ai) compliance with the provisions of Section 8 Sections 5, 6 and 7 of this Agreement hereof; (bii) delivery to the Company of an executed waiver and general release of any and all known and unknown claims, and other provisions and covenants, in the form acceptable to the Company (which shall be delivered to the Executive within five (5) business days following the termination date) (the “General Release”) within 21 twenty one (21) days of presentation thereof by the Company to the Executive (or a longer period of time if required by law), and permitting the General Release to become effective in accordance with its terms; and (ciii) delivery to the Company of a resignation from all offices, directorships and fiduciary positions with the Company, its affiliates and employee benefit plans effective as of the termination date. Notwithstanding the due date of any post-employment payments, any amounts due following a termination under this Agreement (other than Accrued Amountsaccrued base salary) shall not be due until after the expiration of any revocation period applicable to the General Release without the Executive having revoked such General Release, and any such amounts shall be paid or commence being paid to the Executive within fifteen (15) days of the expiration of such revocation period without the occurrence of a revocation by the Executive (or such later date as may be required under Section 19 16 of this Agreement). Nevertheless (and regardless of whether the General Release has been executed by the Executive), upon any termination of the Executive’s employment, the Executive shall be entitled to receive any Accrued Amountsaccrued base salary, payable after the date of termination in accordance with the Company’s applicable plan, program, policy or payroll procedures. Notwithstanding anything to the contrary in this Agreement, if any severance pay or benefits are deferred compensation under Section 409A (as defined below), and the period during which the Executive may sign the General Release begins in one calendar year and the first payroll date following the period during which the Executive may sign the General Release occurs in the following calendar year, then the severance pay or benefit shall not be paid or the first payment shall not occur until the later calendar year.

Conditions. Any payments The Reinsurer, or benefits made its agent or provided pursuant delegee (which agent or delegee shall be an affiliate of the Reinsurer), shall have the right and the obligation to Section 11 (other than Accrued Amounts) are subject to the Executive’s (ordirectly manage and administer, in the event name of and on behalf of the Executive’s deathCompany, the beneficiary’s or estate’s, or in the event Covered Contracts and all aspects of the Executive’s Disabilitybusiness reinsured hereunder. The Company shall have the obligation to tender to and defer to the Reinsurer's judgment on any matters relating to such business, and shall take no actions which could be expected to impair the guardian’s): (a) compliance with Reinsurer's administration. For purposes of this provision, such business includes any Covered Contract, and any of such business that has been ceded to third party reinsurers. The Reinsurer's obligation shall include but not be limited to claims adjustment, negotiation or litigation and reinsurance claim presentment, settlement, negotiation or commutation, maintenance of records and filing of reports. It is expressly understood that there shall be no coverage hereunder for any claim, loss, liability or expense to the provisions extent that the Company willfully restricts or deprives the Reinsurer of Section 8 hereof; (b) delivery its rights to administer the Covered Contracts; provided, however that the Reinsurer shall provide written notice to the Company of an executed waiver and general release of any and all known and unknown claimssuch restriction, and other provisions and covenantsand, in the form acceptable to thereafter, the Company (which shall be delivered to the Executive have failed take such action within five (5) business days after receipt of such notice to allow Reinsurer to exercise its rights to administer the Covered Contracts (but this proviso shall not reinstate coverage for the Company hereunder to the extent that the Reinsurer has been prejudiced by such restriction or deprivation of rights to administer the Covered Contracts). In furtherance of the foregoing, effective as of the Effective Date, the Company hereby appoints the Reinsurer as its attorney-in-fact with respect to the rights, duties and privileges and obligations of the Company in and to the Covered Contracts assumed or reinsured by the Reinsurer hereunder, with full power and authority to act in the name, place and stead of the Company with respect to such Covered Contracts, including without limitation, the power to terminate such contracts, service such contracts, to adjust, defend, settle and to pay all claims, to recover salvage and subrogation for any losses incurred and to take such other and further actions as may be necessary or desirable to effect the transactions contemplated by this Agreement. Accordingly, the Company grants full authority to the Reinsurer to adjust, settle or compromise all losses hereunder, and all such adjustments, settlements and compromises shall be binding on the Company. The Company agrees that after the Effective Date, it will forward to the Reinsurer all notices and other written communications received by it relating to the Covered Contracts. The Company shall forward all such notices no later than 14 days following receipt by the termination date) Company. The Company agrees to use commercially reasonable efforts to cooperate fully with the Reinsurer in the transfer of such administration. In addition, the Company hereby delegates to the Reinsurer the right and responsibility to administer all statutory bank deposits, collateral or letter of credit funds and issues in relation to the Covered Contracts (the “General Release”related funds of which are understood to be the property of the Reinsurer), whether in connection with business ceded to, or from, the Company. The collateral pledged for the benefit of the Company in relation to the business ceded by the Company (as it relates to Covered Contracts) within 21 days is understood to be held by the Company in trust for the exclusive benefit of presentation thereof the Reinsurer. As respects any collateral provided by the Company to the Executive (or a longer period of time if required by law)counter-parties on any Covered Contracts, and permitting the General Release to become effective in accordance with its terms; and (c) delivery to the Company of a resignation from all offices, directorships and fiduciary positions will not voluntary take any actions that would increase or enlarge such collateral requirements. In complying with the Company, its affiliates terms and employee benefit plans effective as of the termination date. Notwithstanding the due date of any post-employment payments, any amounts due following a termination under this Agreement (other than Accrued Amounts) shall not be due until after the expiration of any revocation period applicable to the General Release without the Executive having revoked such General Release, and any such amounts shall be paid or commence being paid to the Executive within fifteen (15) days of the expiration of such revocation period without the occurrence of a revocation by the Executive (or such later date as may be required under Section 19 conditions of this Agreement). Nevertheless (and regardless of whether the General Release has been executed by the Executive), upon any termination of the Executive’s employment, the Executive Company shall be entitled act in a fiduciary capacity to receive any Accrued Amounts, payable after Reinsurer as respects the date of termination in accordance with the Company’s applicable plan, program, policy or payroll procedures. Notwithstanding anything business that is subject to the contrary in this Agreement, if any severance pay or benefits are deferred compensation under Section 409A (as defined below), and the period during which the Executive may sign the General Release begins in one calendar year and the first payroll date following the period during which the Executive may sign the General Release occurs in the following calendar year, then the severance pay or benefit shall not be paid or the first payment shall not occur until the later calendar yearCovered Contracts and/or Retrocessional Agreements.

Conditions. (1) Notwithstanding anything contained in this Agreement to the contrary, the Company will not be required to make the payments and provide the benefits stated in this Section 6 (other than the Accrued Compensation) unless you execute and deliver to the Company the Release of Claims in the form attached hereto as Attachment A (the “Release”). For the avoidance of doubt, the parties acknowledge that your right to elect COBRA coverage is not subject to your execution of a Release. The Release shall be provided to you no later than two days after your termination, and must be executed by you and become effective and not be revoked by you by the 55th day following your termination (the period following your termination until the Release becomes effective being the “Release Period”). Any payments or benefits made or provided pursuant to in this Section 11 6 (other than the Accrued AmountsCompensation) are subject that would have been paid or provided to you during the Executive’s Release Period shall be paid or provided on the next regularly scheduled Company payroll date following the Release Period. (or2) The Company will not be required to make the payments and provide the benefits stated in Section 6(c), (e) or (g) (other than the Accrued Compensation, the Earned Annual Incentive, the Accrued Annual Incentive and the Health Payments) unless you comply with Section 8(c) until the end of the “Non-Competition Period” and Section 8(d) until the end of the “Non-Solicitation Period,” in each case, as stated in your Schedule. If you fail to comply with Section 8(c) until the end of your Non-Competition Period or Section 8(d) until the end of your Non-Solicitation Period, other than any isolated, insubstantial and inadvertent failure that is not in bad faith, you will: (A) forfeit all Performance Options (whether vested or unvested) and all Performance Stock Appreciation Rights (whether vested or unvested), in each case, that have not been exercised at the event time of the Executive’s death, the beneficiary’s or estate’s, or in the event of the Executive’s Disability, the guardian’s): (a) compliance with the provisions of Section 8 hereof; (b) delivery to the Company of an executed waiver and general release of any determination and all known and unknown claims, and other provisions and covenants, in Annual Incentive Equity that have not vested at the form acceptable to the Company (which shall be delivered to the Executive within five (5) business days following the termination date) (the “General Release”) within 21 days time of presentation thereof by the Company to the Executive (or a longer period of time if required by law), and permitting the General Release to become effective in accordance with its termsdetermination; and (cB) delivery pay to the Company Group the amount of a resignation all gain to you from all officesthe end of your employment through the time of determination from (A) the exercise of any Performance Options and Performance Stock Appreciation Rights, directorships and fiduciary positions with (B) the vesting of any Annual Incentive Equity. (3) To determine the amount you owe under Section 6(h)(2)(B): (A) The value of the Company’s common stock on any date will be calculated using the average closing price of the Company’s common stock for the 20 full trading days ending on that date. (B) Gain on the exercise of Performance Options and Performance Stock Appreciation Rights will be based on the value of the Company’s common stock on the date of exercise. (C) Gain on the vesting of any Annual Incentive Equity will be based on the value of the Company’s common stock on the date of vesting. (4) You will pay the Group under Section 6(h)(2) within 5 days of notice by the Company, its affiliates and employee benefit plans effective as of the termination date. Notwithstanding the due date of any post-employment payments, any amounts due following a termination under this Agreement (other than Accrued Amounts) shall not be due until after the expiration of any revocation period applicable to the General Release without the Executive having revoked such General Release, and any such amounts shall be paid or commence being paid to the Executive within fifteen (15) days of the expiration of such revocation period without the occurrence of a revocation by the Executive (or such later date as may be required under Section 19 of this Agreement). Nevertheless (and regardless of whether the General Release has been executed by the Executive), upon any termination of the Executive’s employment, the Executive shall be entitled to receive any Accrued Amounts, payable after the date of termination notice will be the date of determination for purposes of this Section. You will pay the Group in cash. However, you may choose to deliver Company common stock (valued in accordance with Section 6(h)(3)) in partial or full satisfaction of your obligation. Your obligations under Section 6(h)(2) are full recourse obligations. The Company will have the Company’s applicable planright to offset your obligations under Section 6(h)(2) against any amounts otherwise owed to you by any member of the Group, program, policy or payroll procedures. Notwithstanding anything to the contrary in including under this Agreement, if any severance pay or benefits are deferred compensation under Section 409A (as defined below), and the period during which the Executive may sign the General Release begins in one calendar year and the first payroll date following the period during which the Executive may sign the General Release occurs in the following calendar year, then the severance pay or benefit shall not be paid or the first payment shall not occur until the later calendar year.

Conditions. Any payments or benefits made or provided pursuant to Section 11 (other than Accrued Amounts) are subject to the Executive’s (or, in the event of the Executive’s death, the beneficiary’s or estate’s, or in the event of the Executive’s Disability, the guardian’s): (a) compliance with the provisions of Section 8 hereof; (b) delivery to the Company of an executed waiver and general release of any and all known and unknown claims, and other provisions and covenants, in the form acceptable to the Company (which shall be delivered to the Executive within five (5) business days following the termination date) (the “General Release”) within 21 twenty-one (21) days of presentation thereof by the Company to the Executive (or a longer period of time if required by law), and permitting the General Release to become effective in accordance with its terms; and (c) delivery to the Company of a resignation from all offices, directorships and fiduciary positions with the Company, its affiliates and employee benefit plans effective as of the termination date. Notwithstanding the due date of any post-employment payments, any amounts due following a termination under this Agreement (other than Accrued Amounts) shall not be due until after the expiration of any revocation period applicable to the General Release without the Executive having revoked such General Release, and any such amounts shall be paid or commence being paid to the Executive within fifteen (15) days of the expiration of such revocation period without the occurrence of a revocation by the Executive (or such later date as may be required under Section 19 of this Agreement). Nevertheless (and regardless of whether the General Release has been executed by the Executive), upon any termination of the Executive’s employment, the Executive shall be entitled to receive any Accrued Amounts, payable after the date of termination in accordance with the Company’s applicable plan, program, policy or payroll procedures. Notwithstanding anything to the contrary in this Agreement, if any severance pay or benefits are deferred compensation under Section 409A (as defined below), and the period during which the Executive may sign the General Release begins in one calendar year and the first payroll date following the period during which the Executive may sign the General Release occurs in the following calendar year, then the severance pay or benefit shall not be paid or the first payment shall not occur until the later calendar year.

Conditions. Any The following terms and conditions apply to your Program Award. 1. You must be a full-time, active employee of the Company on the Exit Date to receive and vest in the initial one-third portion of your Award. Additionally, you must be a full-time, active employee of the Company on each of the first and second anniversaries of the Exit Date to receive and vest in the second and third one-third portion of your Award, respectively, except that: a) if your employment with the Company terminates by reason of an Involuntary Termination (as defined in the Dynegy Inc. Executive Severance Pay Plan, as amended and restated effective January 1, 2008) after the Exit Date, then a pro-rated amount of any unvested portion of the Award shall become vested as of the date of such termination of employment, which amount shall be determined by multiplying the unvested portion of the Award by a fraction, the numerator of which shall be the number of calendar days that have elapsed between the date of your termination of employment and the Exit Date and the denominator of which shall be 730, but in no case shall such fraction be greater than one; b) if your employment with the Company terminates by reason of an Involuntary Termination (as defined in the Dynegy Inc. Executive Change in Control Severance Pay Plan, effective April 3, 2008 (the “CIC Plan”)) occurring (i) in connection with, but in no event earlier than sixty (60) days prior to, a Change in Control (as defined in the CIC Plan) or (ii) on or within two (2) years after the date upon which a Change in Control occurs, then 100% of the unvested Award amount shall become vested as of the date of such termination of employment, and you shall receive payment for 100% of any unpaid Award within thirty (30) days following that date; or c) if your employment with the Company terminates by reason of death, then 100% of the unvested Award amount shall become vested as of the date of such termination of employment, and your estate shall receive payment for 100% of any unpaid Award within thirty (30) days following that date. 2. Each of the Award payments will be subject to all applicable tax withholding, the payment of which will be due no later than the next available payroll cycle following the applicable vesting date. The Company shall be authorized to withhold cash from any Award payment as necessary to pay such tax withholding. 3. This Agreement does not constitute a contract of employment, either written or benefits made implied, with the Company. Nothing contained in this Agreement is intended to alter the “at-will” nature of your employment with the Company or to revise the terms of any employment agreement you may have previously executed with the Company. Nothing in this Agreement limits your ability to resign your employment with the Company at any time, with or without cause or notice, or the Company’s ability to terminate your employment at any time, with or without cause or notice. 4. This Agreement contains the entire agreement of the parties with respect to your Program on the date hereof. By signing this Agreement, you waive and disclaim any other term, condition, or representation, whether implied or otherwise. This Agreement does not, however, (i) supersede or invalidate any existing performance agreement or employment agreement with the Company, or (ii) limit the Company’s ability to adopt terms and conditions related to any equity award. This Agreement may be amended, waived, or terminated only by a written agreement executed by you and the Chair of the Committee, provided pursuant to Section 11 (other than Accrued Amounts) are that any such change shall be subject to the Executive’s (orapproval of the Committee. 5. This Agreement, and the Program Award, are not assignable and may not be pledged in anticipation of payment. 6. This Agreement will be governed by Texas law, and any disputes arising from this Agreement will be subject to the exclusive jurisdiction of the District Court of ▇▇▇▇▇▇ County, Texas. 7. In the event that you breach this Agreement, as determined at the sole discretion of the Committee, your right to any payment hereunder shall be relinquished, and you may be subject to further disciplinary action by the Company in its discretion up to and including termination. By executing this Agreement, you agree that, in the event of a breach, you shall have no recourse, legal or otherwise, to recover the Executive’s deathamount of the Award from the Company in any legal proceeding. 8. Notwithstanding anything in this Agreement to the contrary, the beneficiary’s or estate’s, or in Company intends for payment of this Program Award to comply with the event “short-term deferral rule” under Section 409A of the Executive’s DisabilityInternal Revenue Code of 1986, as amended (“Section 409A”). Accordingly, assuming the guardian’s): (a) compliance with the provisions of Section 8 hereof; (b) delivery to the Company of an executed waiver and general release of any and all known and unknown claims, and other provisions and covenants, conditions contained in the form acceptable to the Company (which shall be delivered to the Executive within five (5) business days following the termination date) (the “General Release”) within 21 days of presentation thereof by the Company to the Executive (or a longer period of time if required by law), and permitting the General Release to become effective in accordance with its terms; and (c) delivery to the Company of a resignation from all offices, directorships and fiduciary positions with the Company, its affiliates and employee benefit plans effective as of the termination date. Notwithstanding the due date of any post-employment payments, any amounts due following a termination under this Agreement (other than Accrued Amounts) shall not are satisfied, each payment to be due until after provided under the expiration of any revocation period applicable to the General Release without the Executive having revoked such General Release, and any such amounts Program shall be paid or commence being paid to you as soon as practicable following the Executive within fifteen (15) days applicable vesting date with respect to such payment, but in no event later than March 15 of the expiration year following the year in which such award is no longer subject to a substantial risk of such revocation period without forfeiture (within the occurrence meaning of a revocation Section 409A). If you are willing to abide by the Executive (or such later date as may be required under Section 19 terms of this Agreement), please sign your name and date of signing as provided below. Nevertheless (Sincerely, Dynegy Inc. ▇▇. ▇▇▇▇▇▇▇ ▇. Embler Chairman, Compensation and regardless of whether the General Release has been executed by the Executive), upon any termination Human Resources Committee of the Executive’s employmentBoard of Directors cc: ▇▇▇▇▇▇ ▇▇▇, the Executive shall be entitled Vice President Human Resources Agreed to receive any Accrued Amountson this day of January, payable after the date of termination in accordance with the Company’s applicable plan2012, program, policy or payroll procedures. Notwithstanding anything to the contrary in this Agreement, if any severance pay or benefits are deferred compensation under Section 409A (as defined below), and the period during which the Executive may sign the General Release begins in one calendar year and the first payroll date following the period during which the Executive may sign the General Release occurs in the following calendar year, then the severance pay or benefit shall not be paid or the first payment shall not occur until the later calendar year.by [PRESIDENT AND CEO EMPLOYEE NAME]

Conditions. Any payments The following obligations of the Company shall be satisfied or benefits made fulfilled on or provided pursuant to Section 11 (other than Accrued Amounts) are subject prior to the Executive’s (ordate of each Closing, unless otherwise agreed to in writing by the event of the Executive’s death, the beneficiary’s or estate’s, or in the event of the Executive’s Disability, the guardian’s):Placement Agent: (a) compliance with The Company shall have delivered to the provisions Placement Agent, at the Initial Closing, (i) a currently-dated long-form good standing or comparable certificate or telegram from the Secretary of Section 8 hereof;State or other appropriate authority where the Company and each U.S.- based Subsidiary is incorporated and each other jurisdiction in which the Company and any of the Subsidiaries is qualified to do business as a foreign corporation; (ii) the certificate of incorporation of the Company and each Subsidiary, as currently in effect, certified by the Secretary of State or other appropriate authority of the state where the Company and each Subsidiary is incorporated; (iii) a certified copy of the filed Articles of Amendment setting forth the designation, preference rights, qualifications, limitations or restrictions of the Series B Preferred Stock; (iv) by-laws of the Company certified by the secretary of the Company; and (v) certified resolutions of the Board of Directors of the Company approving this Agreement, the execution of the Series B Preferred Stock, the Exchange Offer and the Placement Agent Warrants, the registration of the Registerable Securities and the other transactions contemplated by the Series B Preferred Stock. (b) delivery to There shall have occurred no material adverse event affecting the Company or the Subsidiaries or any of an executed waiver and general release their respective businesses or assets or the Company's securities since the date of any and all known and unknown claims, and other provisions and covenants, in the form acceptable to this Agreement which has had or will have a Material Adverse Effect. (c) No litigation or administrative proceeding shall have been threatened or commenced against the Company or any of the Subsidiaries which (which i) seeks to enjoin or otherwise prohibit or restrict the consummation of the transactions contemplated by this Agreement or (ii) if adversely determined, would have a Material Adverse Effect or have a material adverse effect on the Company's securities. (d) The Company shall be have delivered to the Executive within five Placement Agent a certificate of its principal executive and financial officers as to the matters set forth in Paragraphs 8(a), (5b) business days following and (c) of this Agreement and to the termination further effect that (i) neither the Company nor any Subsidiary is in default, in any respect, under any note, loan agreement, security agreement, mortgage, deed of trust, indenture, contract, alliance agreement, lease, license, joint venture agreement, agreement or other instrument to which it is a party, except as disclosed in the Financial Statements or the Memorandum and except where such default has not and will not have a Material Adverse Effect; (ii) the Company's representations and warranties contained in this Agreement are true and correct in all material respects on such date with the same force and effect as if made on such date; (iii) there has been no amendment or changes to the Company's or Subsidiaries= charter or by-laws or authorizing resolutions from those delivered pursuant to Paragraph 8(a) of this Agreement; and (iv) no event has occurred which, with or without the “General Release”) within 21 days lapse of presentation time or giving of notice, or both, would constitute a material breach or default thereof by the Company or any Subsidiary or would cause acceleration of any material obligation of the Company or any Subsidiary, or could materially and adversely affect the business, operations or financial condition of the Company. (e) The Placement Agent shall have received the opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇, counsel for the Company, dated as of the closing date in form and substance reasonably satisfactory to the Executive (or a longer period of time if required by law), Placement Agent and permitting the General Release to become effective in accordance with its terms; andcounsel. (cf) delivery The Company shall have prepared and filed or delivered to counsel for filing with the SEC and any states in which such filing is required, a Form D relating to the sale of the Series B Preferred Stock and such other documents and certificates as are required. (g) Subscriptions for at least the Minimum Amount of Series B Preferred Stock shall have been accepted by the Company. (h) In addition to the right of the Placement Agent to terminate this Agreement and not consummate the transactions contemplated by this Agreement as a result of the failure of the Company to comply with any of its obligations set forth in this Agreement, this Agreement may be terminated by the Placement Agent by written notice to the Company of a resignation from all offices, directorships and fiduciary positions with the Company, its affiliates and employee benefit plans effective as of the termination date. Notwithstanding the due date of at any post-employment payments, any amounts due following a termination under this Agreement (other than Accrued Amounts) shall not be due until after the expiration of any revocation period applicable time prior to the General Release without Initial Closing if, in the Executive having revoked such General ReleasePlacement Agent's sole judgment, and any such amounts (i) the Company and/or Subsidiaries shall be paid or commence being paid have sustained a loss that is material to the Executive within fifteen Company or its Subsidiaries, taken as a whole, whether or not insured, by reason of fire, earthquake, flood, accident or other calamity, or from any labor dispute or court or government action, order or decree; (15ii) days of trading in securities on any exchange or system shall have been suspended or limited either generally or specifically with respect to the expiration of such revocation period without Common Stock; (iii) material governmental restrictions have been imposed on trading in securities generally or specifically with respect to the occurrence of a revocation by Common Stock (not in force and effect on the Executive (or such later date as may be required under Section 19 of this Agreement). Nevertheless ; (and regardless iv) a banking moratorium shall have been declared by Federal or New York State authorities; (v) an outbreak of whether major international hostilities or other national or international calamity shall have occurred; (vi) the General Release has been executed by the Executive), upon any termination Congress of the Executive’s employmentUnited States or any state legislative body shall have passed or taken any action or measure, or such bodies or any governmental body or any authoritative accounting institute, or board, or any governmental executive shall have adopted any orders, rules or regulations, which the Executive Placement Agent reasonably believes is likely to have a material adverse effect on the business, financial condition or financial statements of the Company or the market for the Series B Preferred Stock; (vii) the Common Stock shall have been delisted from NASDAQ and the Company has failed to use its best efforts to cause the Common Stock to be entitled traded over the bulletin board; or (viii) there shall have been, in the Placement Agent's judgment, a material decline in the Dow ▇▇▇▇▇ Industrial Index or the market price of the Common Stock at any time subsequent to receive any Accrued Amounts, payable after the date of termination in accordance with the Company’s applicable plan, program, policy or payroll procedures. Notwithstanding anything to the contrary in this Agreement, if any severance pay or benefits are deferred compensation under Section 409A (as defined below), and the period during which the Executive may sign the General Release begins in one calendar year and the first payroll date following the period during which the Executive may sign the General Release occurs in the following calendar year, then the severance pay or benefit shall not be paid or the first payment shall not occur until the later calendar year.

Conditions. Any payments or benefits made or provided pursuant to Section 11 (other than Accrued Amounts1) Grants are subject not payable by the Municipality until such time as all taxes outstanding has been paid to the Executive’s Municipality. Grants are also not payable by the Municipality until such time as all possible assessment appeals have been filed and decided. If property taxes are owing on the Site for more than one full year, the Municipality will have the option, without notice and at its own discretion, of terminating the grant payments, thereby eliminating all grant obligations to the Applicant. 2) If all or a portion of the Site is demolished within one year of the Grant being paid by the Municipality, it shall cause the grant to be forfeited and be repayable to the Municipality. It is to be repaid on, or before, the first day of municipal tax collection following the demolition. Demolition, in part, may be permitted entirely at the discretion of the Municipality without a requirement for repayment, but only in those instances where a written request by the property owner is received and a corresponding letter of permission is granted to the Municipality. 3) Grants will not be paid to applicants who are currently involved in active litigation with the Municipality or to properties having any issues with noncompliance, outstanding work orders (orFire and/or Building) and/or Zoning Orders. 4) The subject Additional Unit Grant is provided for the construction of a new residential rental unit being a secondary suite located on the lands described in Schedule ‘A’. After receipt of the occupancy permit, the Applicant agrees that the secondary suite shall be used as a rental unit and in the event it is no longer rented for ten (10) consecutive months, it shall cause the grant to be forfeited and be repayable to the Municipality on, or before, the first day of the municipal tax collection following the ten month vacancy. 5) The Applicant will be responsible for ensuring that they can be contacted by the Municipality for the purpose of delivering the grant payment. If applicants cannot be reached over a protracted period (greater than one year), the Municipality will have the option, without notice at its own discretion, of terminating the grant payment, thereby eliminating all grant obligations to the Applicant. 6) Prior to the issuance of the grant monies by the Municipality, the Applicant agrees to provide all Required Receipts to the Municipality for review and the Municipality may, at its discretion, refuse payment of the grant or a portion thereof if the Municipality is not satisfied that the Required Receipts adequately account or describe what works and associated costs were undertaken. 7) Prior to the issuance of the grant monies by the Municipality, the Applicant agrees to permit the Chief Building Official or their designate to enter onto the property for the purposes of inspecting the works undertaken. The Municipality may, at its discretion, refuse payment of the grant or a portion thereof if, in the event opinion of the Executive’s deathChief Building Official, the beneficiary’s or estate’s, or in the event of the Executive’s Disability, the guardian’s): (a) compliance with the provisions of Section 8 hereof; (b) delivery to the Company of an executed waiver and general release of any and all known and unknown claims, and other provisions and covenants, in the form acceptable to the Company (which shall be delivered to the Executive within five (5) business days following the termination date) (the “General Release”) within 21 days of presentation thereof by the Company to the Executive (or a longer period of time if required by law), and permitting the General Release to become effective works undertaken were not in accordance with its terms; and (c) delivery to good workmanship and/or do not meet the Company of a resignation from all offices, directorships and fiduciary positions with the Company, its affiliates and employee benefit plans effective as of the termination date. Notwithstanding the due date requirements of any post-employment paymentsmunicipal, any amounts due following a termination under this Agreement (other than Accrued Amounts) shall not be due until after the expiration of any revocation period applicable to the General Release without the Executive having revoked such General Release, and any such amounts shall be paid provincial or commence being paid to the Executive within fifteen (15) days of the expiration of such revocation period without the occurrence of a revocation by the Executive (federal building or such later date as safety regulations. 8) The Applicant may be required under Section 19 at the discretion of this Agreement)the Municipality to post a sign advertising the Community Improvement Plan program for a period of no more than two months. Nevertheless (and regardless of whether the General Release has been executed Said sign shall be provided by the Executive), upon any termination of the Executive’s employment, the Executive shall be entitled to receive any Accrued Amounts, payable after the date of termination in accordance with the Company’s applicable plan, program, policy or payroll procedures. Notwithstanding anything to the contrary in this Agreement, if any severance pay or benefits are deferred compensation under Section 409A (as defined below)Municipality, and be posted in a location visible from the period during which the Executive may sign the General Release begins in one calendar year and the first payroll date following the period during which the Executive may sign the General Release occurs in the following calendar year, then the severance pay or benefit shall not be paid or the first payment shall not occur until the later calendar yearstreet.

Conditions. (1) Notwithstanding anything contained in this Agreement to the contrary, the Company will not be required to make the payments and provide the benefits stated in this Section 6 (other than the Accrued Compensation) unless you execute and deliver to the Company the Release of Claims in the form attached hereto as Attachment A (the “Release”). For the avoidance of doubt, the parties acknowledge that your right to elect COBRA coverage is not subject to your execution of a Release. The Release shall be provided to you no later than two days after your termination, and must be executed by you and become effective and not be revoked by you by the 55th day following your termination (the period following your termination until the Release becomes effective being the “Release Period”). Any payments or benefits made or provided pursuant to in this Section 11 6 (other than the Accrued AmountsCompensation) are subject that would have been paid or provided to you during the Executive’s Release Period shall be paid or provided on the next regularly scheduled Company payroll date following the Release Period. (or2) The Company will not be required to make the payments and provide the benefits stated in Section 6(c), in (e) or (g) (other than the event Accrued Compensation, the Earned Annual Incentive, the Accrued Annual Incentive and the Health Payments) unless you comply with Section 8(c) until the end of the Executive’s death, “Non-Competition Period” and Section 8(d) until the beneficiary’s or estate’s, or in the event end of the Executive’s Disability“Non-Solicitation Period,” in each case, as stated in your Schedule. If you fail to comply with Section 8(c) until the guardian’s):end of your Non-Competition Period or Section 8(d) until the end of your Non-Solicitation Period, other than any isolated, insubstantial and inadvertent failure that is not in bad faith, you will: (aA) compliance with forfeit all Performance Awards that have not vested at the provisions time of Section 8 hereof; determination (b) delivery to the Company of an executed waiver and general release of any and all known and unknown claims, and other provisions and covenants, Performance Awards in the form acceptable to of options and stock appreciation rights that have not been exercised at the Company time of determination (which shall be delivered to whether vested or unvested)) and all Annual Incentive Equity that have not vested at the Executive within five (5) business days following the termination date) (the “General Release”) within 21 days time of presentation thereof by the Company to the Executive (or a longer period of time if required by law), and permitting the General Release to become effective in accordance with its termsdetermination; and (cB) delivery pay to the Company Group the amount of a resignation all gain to you from all officesthe end of your employment through the time of determination from (A) the vesting and/or exercise of any Performance Awards, directorships and fiduciary positions with (B) the vesting of any Annual Incentive Equity. (3) To determine the amount you owe under Section 6(h)(2)(B): (A) The value of the Company’s common stock on any date will be calculated using the average closing price of the Company’s common stock for the 20 full trading days ending on that date. (B) Gain on the exercise of Performance Awards in the form of options or stock appreciation rights will be based on the value of the Company’s common stock on the date of exercise. (C) Gain on the vesting of any Performance Awards and Annual Incentive Equity will be based on the value of the Company’s common stock on the date of vesting. (4) You will pay the Group under Section 6(h)(2) within 5 days of notice by the Company, its affiliates and employee benefit plans effective as of the termination date. Notwithstanding the due date of any post-employment payments, any amounts due following a termination under this Agreement (other than Accrued Amounts) shall not be due until after the expiration of any revocation period applicable to the General Release without the Executive having revoked such General Release, and any such amounts shall be paid or commence being paid to the Executive within fifteen (15) days of the expiration of such revocation period without the occurrence of a revocation by the Executive (or such later date as may be required under Section 19 of this Agreement). Nevertheless (and regardless of whether the General Release has been executed by the Executive), upon any termination of the Executive’s employment, the Executive shall be entitled to receive any Accrued Amounts, payable after the date of termination notice will be the date of determination for purposes of this Section. You will pay the Group in cash. However, you may choose to deliver Company common stock (valued in accordance with Section 6(h)(3)) in partial or full satisfaction of your obligation. Your obligations under Section 6(h)(2) are full recourse obligations. The Company will have the Company’s applicable planright to offset your obligations under Section 6(h)(2) against any amounts otherwise owed to you by any member of the Group, program, policy or payroll procedures. Notwithstanding anything to the contrary in including under this Agreement, if any severance pay or benefits are deferred compensation under Section 409A (as defined below), and the period during which the Executive may sign the General Release begins in one calendar year and the first payroll date following the period during which the Executive may sign the General Release occurs in the following calendar year, then the severance pay or benefit shall not be paid or the first payment shall not occur until the later calendar year.

Conditions. Any payments or benefits made or provided pursuant to Section 11 (other than Accrued Amounts) are subject to the Executive’s (or, in the event of the Executive’s death, the beneficiary’s or estate’s, or in the event of the Executive’s Disability, the guardian’s): (a) compliance with the provisions of Section 8 hereof; (b) delivery 10.1 The Insured shall give written notice to the Company of an executed waiver and general release as soon as reasonably practicable of any claims made against the Insured (or any specific event or circumstances that may give rise to a claim being made against the Insured) and which forms the subject of indemnity under this policy and shall give all such additional information as the Company may require. Every claim, writ, summons or process and all known and unknown claims, and other provisions and covenants, in documents relating to the form acceptable event shall be forwarded to the Company (which immediately they are received by the Insured. 10.2 No admission offer, promise or payment shall be delivered made or given by or on behalf of the Insured without the written consent of the Company. 10.3 The Company will have the right but in no case the obligation, to take over and conduct in the Executive within five (5) business days following name of the termination date) (insured the “General Release”) within 21 days defence of presentation thereof any claims and will have full discretion in the conduct of any proceedings and in the <<< 42 >>> settlement of any claim and having taken over the defence of any claim may relinquish the same. All amounts expended by the Company in the defence, settlement or payment of any claim will reduce the limits of indemnity specified in the Schedule of the Policy. In the event that the Company, in its sole discretion chooses to exercise its right pursuant to this condition, no action taken by the Executive (company in the exercise of such right will serve to modify or a longer period expand in any manner, the company's liability or obligations under this policy beyond what the company's liability or obligations would have been had it not exercised its rights under this condition. 10.4 The Insured shall give all such information and assistance as the Company may reasonably require. 10.5 The Insured shall give notice as soon as reasonably practicable of time if required by law)any fact, and permitting event or circumstance which materially changes the General Release to become effective in accordance with its terms; and (c) delivery information supplied to the Company at the time when this policy was effected and the Company may amend the terms of a resignation from all offices, directorships and fiduciary positions this policy. 10.6 The Company may at any time pay to the Insured in connection with any claim or series of claims under this policy to which an indemnity limit applies the Company, its affiliates and employee benefit plans effective as amount of the termination date. Notwithstanding the due date such limit (after deduction of any post-employment payments, sums already paid) or any amounts due following lesser amount for which such claims can be settled and upon such payment being made the Company shall relinquish the conduct and control of and be under no further liability in connection with such claims. 10.7 The Policy and the Schedule shall be read together as one contract and any word or expression to which a termination under specific meaning had been attached in any part of this Agreement policy or the Schedule shall bear such specific meaning wherever it may appear. The terms and exclusions of this policy (other than Accrued Amountsand any phrase or word contained therein) shall not be due until after the expiration of any revocation period applicable to the General Release without the Executive having revoked such General Release, and any such amounts shall be paid or commence being paid to the Executive within fifteen (15) days of the expiration of such revocation period without the occurrence of a revocation by the Executive (or such later date as may be required under Section 19 of this Agreement). Nevertheless (and regardless of whether the General Release has been executed by the Executive), upon any termination of the Executive’s employment, the Executive shall be entitled to receive any Accrued Amounts, payable after the date of termination interpreted in accordance with the Company’s applicable planIndian Law. 10.8 If at the time of happening of any event resulting into a liability under this policy, program, policy there be any other liability insurance or payroll procedures. Notwithstanding anything to insurances effected by the contrary in this Agreement, if Insured or by any severance pay or benefits are deferred compensation under Section 409A (as defined below), and other person covering the period during which the Executive may sign the General Release begins in one calendar year and the first payroll date following the period during which the Executive may sign the General Release occurs in the following calendar yearsame liability, then the severance pay or benefit Company shall not be liable to pay or contribute more than its rateable proportion of such liability. 10.9 This Policy does not cover liability which at the time of happening of any event resulting into such liability, be insured by or would but for the existence of this policy, be insured by, any other policy (but not a liability policy) or policies, except in respect of any excess beyond the amount which could have been payable under such policy/policies had this insurance not been effected. <<< 43 >>> 10.10 The Company may cancel this Policy by giving thirty days' notice in writing of such cancellation to the Insured's last known address and in such an event the company will return a pro-rata portion of the premium (subject to a minimum retention of 25 per cent of the annual premium) for the unexpired part of the Insurance. This Policy may also be canceled by the Insured by giving thirty days' notice in writing to the Company in which event the Company will retain premium at short period scale provided there is no claim under the Policy during the period of Insurance. In case of any claim under the policy, no refund of premium shall be allowed. 10.11 In the event of Liability arising under the Policy or the payment of a claim under this Policy, the limit of indemnity per any one year under the policy shall get reduced to the extent of quantum of liability to be paid or actual payment of such claim. Under no circumstances it shall be permissible to reinstate the first aggregate limit of indemnity to the original level even on payment of extra premium. 10.12 It is also hereby further expressly agreed and declared that if the Company shall disclaim liability to the Insured for any claim hereunder and such claim shall not occur until within 12 calendar months from the later calendar yeardate of such disclaimer have been made the subject matter of suit in a court of Law then the claim shall for all purposes be deemed to have been abandoned and shall not thereafter be recoverable hereunder. 10.13 The Company shall not be liable to make any payment under this Policy in respect of any claim if such claim shall be in any manner fraudulent or supported by any statement or device whether by Insured or by any person on behalf of the Insured and/or if the insurance has been continued in consequence of any material mis-statement or the non- disclosure of any material information by or on behalf of the Insured.

Conditions. Any payments or benefits made or provided pursuant to Section 11 (other than Accrued Amounts) are subject to Respondent shall comply with the Executive’s (or, in the event of the Executive’s death, the beneficiary’s or estate’s, or in the event of the Executive’s Disability, the guardian’s):following conditions: (a) compliance with Connect the provisions Property to the City of Section 8 hereof;Warwick sewerage system immediately upon its availability and advise RIDEM upon its connection. (b) delivery Until such time as the property is connected to the Company City of an executed waiver and general release of any and Warwick sewerage system, retain a licensed septage hauler to pump the OWTS as often as necessary to prevent all known and unknown claims, and other provisions and covenants, in the form acceptable sanitary sewage from overflowing to the Company (which shall be delivered to surface of the Executive within five (5) business days following the termination date) (the “General Release”) within 21 days of presentation thereof by the Company to the Executive (or a longer period of time if required by law), and permitting the General Release to become effective in accordance with its terms; andground. (c) delivery IMMEDIATELY disconnect all washing machines from the Dwelling. No washing machines can be used until the Property is connected to the Company City of Warwick sewerage system. (d) Until such time as the Property is connected to the City of Warwick sewerage system, occupancy of the apartment in the Dwelling is limited to no more than 2 persons and the professional office shall remain unoccupied. (e) Any subsequent transfer of the Property shall include, as a formal condition accurately represented on the HUD Settlement Sheet, an escrow requirement for the cost of the OWTS repair. Prior to transfer, an OWTS designer licensed by the RIDEM shall perform an evaluation of the system to determine the extent of repair required and the exact costs of the repair. Once determined, the total cost for such work shall be placed in an escrow account, along with a buffer amount of 10% of the estimated costs of repair and shall be held by the escrow agent. The escrow agent shall be authorized to release half of the funds upon the initiation of the required work and the remainder may be released once the repair is completed. The repair may not be certified as complete until a “Certificate of Conformance” is issued by the RIDEM. (f) If the RIDEM documents a failure to comply with Section C(5)(a) or (b) above, the Dwelling shall be vacated within 30 days of receipt of written notification from the RIDEM to vacate the Dwelling. The Dwelling shall remain vacant until the OWTS is repaired as evidenced by the issuance of a resignation from all offices“Certificate of Conformance” by the RIDEM or documentation that the Property is connected to the City of Warwick sewerage system. (g) Penalty – Respondent shall pay to the RIDEM $2,200 in administrative penalties within thirty (30) days of executing this agreement: (i) Penalties that Respondent agrees to pay in this Agreement are penalties payable to and for the benefit of the State of Rhode Island and are not compensation for actual pecuniary loss. (ii) If Respondent fails to remit to the RIDEM a payment on or before its due date, directorships that payment will be considered late and fiduciary positions Respondent will be in default. If the payment is not received within 30 days of its due date, interest shall begin to accrue on the entire unpaid balance at the rate of 12 percent per annum. Interest will accrue at this rate beginning with the Company, its affiliates and employee benefit plans effective as of the termination date. Notwithstanding day after the due date of any post-employment payments, any amounts due following a termination under specified in this Agreement (other than Accrued Amounts) shall not be until such date all past due until after the expiration of any revocation period applicable to the General Release without the Executive having revoked such General Release, installment payments and any such amounts interest owed are remitted. Interest shall be paid or commence being paid calculated using the following generally established accounting principle: Interest due = (number of days late/365) x (0.12) x (amount of unpaid balance) This provision does not preclude the RIDEM from seeking additional penalties according to Section D for failure to comply with the Executive within fifteen (15) days of the expiration of such revocation period without the occurrence of a revocation by the Executive (or such later date as may be required under Section 19 remaining provisions of this Agreement). Nevertheless . (and regardless of whether the General Release has been executed by the Executive), upon any termination of the Executive’s employment, the Executive iii) All penalty payments shall be entitled to receive any Accrued Amountsin the form of a certified check, cashiers check, or money order, payable after the date of termination in accordance with the Company’s applicable plan, program, policy or payroll procedures. Notwithstanding anything to the contrary in this Agreement, if any severance pay or benefits are deferred compensation under Section 409A (as defined below), and the period during which the Executive may sign the General Release begins in one calendar year and the first payroll date following the period during which the Executive may sign the General Release occurs in the following calendar year, then the severance pay or benefit shall not be paid or the first payment shall not occur until the later calendar year.R.

Conditions. Any payments or benefits made or provided pursuant to Section 11 9 (other than Accrued Amounts) are subject to the Executive’s (or, in the event of the Executive’s death, the beneficiary’s or estate’s, or in the event of the Executive’s Disability, the guardian’s): (a) compliance with the provisions of Section 8 7 hereof; (b) delivery to the Company of an executed waiver and general release of any and all known and unknown claims, and other provisions and covenants, in the form acceptable to the Company (which shall be delivered to the Executive within five (5) business days following the termination date) (the “General Release”) within 21 days of presentation thereof by the Company to the Executive (or a longer period of time if required by law), and permitting the General Release to become effective in accordance with its terms; and (c) delivery to the Company of a resignation from all offices, directorships and fiduciary positions with the Company, its affiliates and employee benefit plans effective as of the termination date. Notwithstanding the due date of any post-employment payments, any amounts due following a termination under this Agreement (other than Accrued Amounts) shall not be due until after the expiration of any revocation period applicable to the General Release without the Executive having revoked such General Release, and any such amounts shall be paid or commence being paid to the Executive within fifteen (15) days of the expiration of such revocation period without the occurrence of a revocation by the Executive (or such later date as may be required under Section 19 18 of this Agreement). Nevertheless (and regardless of whether the General Release has been executed by the Executive), upon any termination of the Executive’s employment, the Executive shall be entitled to receive any Accrued Amounts, payable after the date of termination in accordance with the Company’s applicable plan, program, policy or payroll procedures. Notwithstanding anything to the contrary in this Agreement, if any severance pay or benefits are deferred compensation under Section 409A (as defined below), and the period during which the Executive may sign the General Release begins in one calendar year and the first payroll date following the period during which the Executive may sign the General Release occurs in the following calendar year, then the severance pay or benefit shall not be paid or the first payment shall not occur until the later calendar year.

Conditions. Any The availability of the severance payments or and other benefits made or provided pursuant to Section 11 (other than Accrued Amounts) are described above shall be subject to the Executive’s (orexecution by the applicable employee of a Release and, in the event case of Executives, employees covered by paragraph 1(c) under “Severance Payments” above and such other employees as may be designated from time to time by the Executive’s deathBoard of Directors, the beneficiary’s or estate’sa Non-Competition Agreement. I, or in the event of the Executive’s Disability«Employee_Name» (Employee Number:«Employee_Number»), the guardian’s): do freely and voluntarily enter into this WAIVER AND RELEASE AGREEMENT (a) compliance with the provisions of Section 8 hereof; (b) delivery “Agreement”), intending to be legally bound, according to the Company of an executed waiver and general release of terms set forth below. I acknowledge that my employment with any and all known and unknown claims, and other provisions and covenants, in the form acceptable to the Company (which shall be delivered to the Executive within five (5) business days following the termination date) of (the “General ReleaseCompany”) within 21 days of presentation thereof by the Company to the Executive and its affiliates (or a longer period of time if required by law), and permitting the General Release to become effective in accordance with its terms; and (c) delivery to the Company of a resignation from all offices, directorships and fiduciary positions together with the Company, the “Employers”) has been terminated. I acknowledge that my Employer has agreed to pay me severance as follows: *. I acknowledge that this sum represents an additional payment to me, over and above all compensation (including salary, wages, bonuses or benefits) to which I am entitled, due to my employment and the termination of my employment. I acknowledge that if I become re-employed with or any of its affiliates and employee benefit plans effective as in any category of employment prior to actual receipt of any portion of the termination dateseverance pay benefit, severance pay will be canceled. Notwithstanding For this valuable consideration, I hereby agree and state as follows: 1. I, individually and on behalf of my successors, heirs and assigns, release, waive and discharge the due date of any post-employment payments, any amounts due following a termination under this Agreement (other than Accrued Amounts) shall not be due until after the expiration of any revocation period applicable to the General Release without the Executive having revoked such General ReleaseEmployers, and any such amounts shall be paid of their parents, subsidiaries, or commence being paid otherwise affiliated corporations, partnerships or business enterprises, and their respective present and former directors, shareholders, employees, and assigns (hereinafter “Released Parties”), from any and all causes of action, claims, charges, demands, losses, damages, costs, attorneys’ fees and liabilities of any kind that I may have or claim to have, in any way relating or arising out of any act of commission or omission from the Executive within fifteen (15) days beginning of time through the expiration date of such revocation period without the occurrence of a revocation by the Executive (or such later date as may be required under Section 19 my execution of this Agreement; provided, however, nothing contained herein shall release any claim I may have for indemnification by any Employer for claims asserted against me by any third party for acts performed within the scope of my duties as an officer or employee of the Employer under the Employer’s charter or bylaws. This release includes, but is not limited to: a. Claims under federal, state, or local laws prohibiting age, sex, race, national origin, disability, religion, sexual orientation, marital status, retaliation, or any other form of discrimination, or mistreatment, such as, but not limited to, the Age Discrimination in Employment Act, (29 ▇.▇.▇.▇ §▇▇▇ et seq), Title VII of the Civil Rights Act of 1964, Civil Rights Act of 1991, 42 U.S.C. §1981, §1985, §1986 the Americans with * Specify amount of severance, that payroll taxes and other witholdings will be deducted and whether to be paid in lump sum or over time (specifying period). Nevertheless Disabilities Act, and the National Labor Relations Act, as amended, 29 U.S.C. §151, et seq; b. Intentional or negligent infliction of emotional distress, defamation, invasion of privacy, and other tort claims; c. Breach of express or implied contract claims; d. Promissory estoppel claims; e. Retaliatory discharge claims; f. Wrongful discharge claims; g. Breach of any express or implied covenant of good faith and fair dealing; h. Constructive discharge; i. Claims arising out of or related to any applicable federal and state constitutions; j. Claims for compensation, including without limitation, any wages, bonus payments, options, on call pay, overtime pay, commissions, and any other claim pertaining to local, state or federal wage and hour or other compensation laws, such as, but not limited to, the Worker Adjustment and Retraining ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §▇▇▇▇, et seq, and the Fair Labor Standards Act, as amended, 29 U.S.C. §201, et seq.; k. Fraud, misrepresentation, and/or fraudulent inducement; l. Claims made under or pursuant to the any severance plan or program maintained by any of the Released Parties; and m. Other legal and equitable claims regarding my employment or the termination of employment. 2. I hereby warrant and represent that I have not filed or caused to be filed any charge or claim against any Released Party with any administrative agency, court of law or other tribunal. I agree that I am not entitled to any remedy or relief if I were to pursue any such claim, complaint or charge. 3. I acknowledge that my last day of employment with Employer was «Termination_Date». 4. I hereby declare that this Agreement constitutes the entire and final agreement between the Released Parties and me, superseding any and all prior agreements, and that the Released Parties have not made any promise or offered any other agreement, except those expressed in this document, to induce or persuade me to enter into this Agreement. 5. I hereby acknowledge that I am age forty (40) or older. 6. BY SIGNING THIS AGREEMENT, I ACKNOWLEDGE THAT EMPLOYER HAS ADVISED ME TO DISCUSS THIS WAIVER AND RELEASE AGREEMENT WITH AN ATTORNEY BEFORE SIGNING THIS AGREEMENT. I acknowledge and regardless agree that the Released Parties are not responsible for any of whether my costs, expenses, and attorney’s fees, if any, incurred in connection with any claim or the General Release review and signing of this Agreement. 7. I acknowledge and state that I have been given a period of at least [21 days for individual job elimination/lay off or 45 days for group reduction in force] days in which to consider the terms of this Agreement. 8. I understand that I have the right to revoke this Agreement at any time within seven (7) days after signing it, by providing written notice to , at , and this Agreement is not effective or enforceable until the seven (7) day revocation period has expired. 9. [This section 9 is applicable only to group reductions in force.] I acknowledge that, at least 45 days before I sign this Agreement, the Employer: a. Identified all employees, by age and job title, to whom this severance arrangement has been executed offered, and b. Identified the group of individuals covered by the Executive)severance pay program, upon eligibility factors for such program and any termination applicable time limits for such program. 10. I agree not to disclose confidential and proprietary information of any Released Party to any third party, except in response to a valid order of a court or other governmental body of the Executive’s United States, and only after providing Released Parties notice and an opportunity to respond to such third parties regarding such disclosure. Confidential and proprietary information includes, but is not limited to, identity of customers, vendors and suppliers, marketing methods, prices and business strategies, intellectual property, system designs, computer software, compensation and benefits of employees and other items of employment, the Executive . 11. Nothing contained herein herein shall be entitled to receive any Accrued Amounts, payable after the date of termination preclude me from receiving amounts held in my name in accordance with the Company’s applicable planconditions and terms of the 401(k) Savings Plan. 12. I represent and warrant that I have returned all documents relating to my employment with Employer, programincluding, policy without limitation, all files, training materials, policies and procedures, notebooks, handbooks, customer lists, mailing lists, account information, credit cards, phone cards, cellular phones, automobiles and all other tangible or payroll proceduresintangible property belonging to Employer and relating to my employment. Notwithstanding anything I further warrant and represent that I have not retained copies of such property. 13. I agree to cooperate fully with the contrary Released Parties concerning any business or legal matters about which I had knowledge during my employment. 14. I agree that this Agreement is a compromise of claims and charges and/or potential claims and charges which are or may be in dispute, and that this Agreement does not constitute an admission of liability or an admission against interest of any Released Party. 15. In the event this Agreement becomes effective, it may be used solely by the parties for the purposes of enforcing its terms. 16. In the event I violate or otherwise breach this Agreement, I shall be subject to legal and injunctive relief and shall be liable for the reasonable costs and expenses (including attorneys’ fees) incurred by the Released Parties in connection with enforcement of this Agreement. 17. This Agreement becomes null and void and of no further force or effect if any severance pay or benefits are deferred compensation under Section 409A (as defined below), and Employer does not receive the period during which the Executive may sign the General Release begins in one executed Agreement by «Return_Date» [Seven calendar year and the first payroll date following the period during which the Executive may sign the General Release occurs in the following calendar year, then the severance pay or benefit shall not be paid or the first payment shall not occur until days from the later calendar yearof either (a) expiration of the Older Worker’s Benefit Protection Act 21 or 45 day time period or (b) termination of employment date].

Conditions. Any payments or benefits made or provided pursuant to Section 11 (other than Accrued Amounts1) Grants are subject not payable by the Municipality until such time as all taxes outstanding has been paid to the Executive’s Municipality. Grants are also not payable by the Municipality until such time as all possible assessment appeals have been filed and decided. If property taxes are owing on the Site for more than one full year, the Municipality will have the option, without notice and at its own discretion, of terminating the grant payments, thereby eliminating all grant obligations to the Applicant. 2) If all or a portion of the Site is demolished within one year of the Grant being paid by the Municipality, it shall cause the grant to be forfeited and be repayable to the Municipality. It is to be repaid on, or before, the first day of municipal tax collection following the demolition. Demolition, in part, may be permitted entirely at the discretion of the Municipality without a requirement for repayment, but only in those instances where a written request by the property owner is received and a corresponding letter of permission is granted to the Municipality. 3) Grants will not be paid to Applicants who are currently involved in active litigation with the Municipality or to properties having any issues with noncompliance, outstanding work orders (orFire and/or Building) and/or Zoning Orders. 4) The applicant agrees to complete the work as described in Schedule ‘B’ within 12 months of executing the CIP agreement. Further, the applicant agrees to submit documents for payment of the Grant within 2 years of executing this agreement. 5) The Applicant will be responsible for ensuring that they can be contacted by the Municipality for the purpose of delivering the grant payment. If applicants cannot be reached over a protracted period (greater than one year), the Municipality will have the option, without notice at its own discretion, of terminating the grant payment, thereby eliminating all grant obligations to the Applicant. 6) Prior to the issuance of the grant monies by the Municipality, the Applicant agrees to provide all Required Receipts to the Municipality for review and the Municipality may, at its discretion, refuse payment of the grant or a portion thereof if the Municipality is not satisfied that the Required Receipts adequately account or describe what works and associated costs were undertaken. 7) Prior to the issuance of the grant monies by the Municipality, the Applicant agrees to permit the Chief Building Official or their designate to enter onto the property for the purposes of inspecting the works undertaken. The Municipality may, at its discretion, refuse payment of the grant or a portion thereof if, in the event opinion of the Executive’s deathChief Building Official, the beneficiary’s or estate’s, or in the event of the Executive’s Disability, the guardian’s): (a) compliance with the provisions of Section 8 hereof; (b) delivery to the Company of an executed waiver and general release of any and all known and unknown claims, and other provisions and covenants, in the form acceptable to the Company (which shall be delivered to the Executive within five (5) business days following the termination date) (the “General Release”) within 21 days of presentation thereof by the Company to the Executive (or a longer period of time if required by law), and permitting the General Release to become effective works undertaken were not in accordance with its terms; and (c) delivery to good workmanship and/or do not meet the Company of a resignation from all offices, directorships and fiduciary positions with the Company, its affiliates and employee benefit plans effective as of the termination date. Notwithstanding the due date requirements of any post-employment paymentsmunicipal, any amounts due following a termination under this Agreement (other than Accrued Amounts) shall not be due until after the expiration of any revocation period applicable to the General Release without the Executive having revoked such General Release, and any such amounts shall be paid provincial or commence being paid to the Executive within fifteen (15) days of the expiration of such revocation period without the occurrence of a revocation by the Executive (federal building or such later date as safety regulations. 8) The Applicant may be required under Section 19 at the discretion of this Agreement)the Municipality to post a sign advertising the Community Improvement Plan program for a period of no more than two months. Nevertheless (and regardless of whether the General Release has been executed Said sign shall be provided by the Executive)Municipality, upon any termination and be posted in a location visible from the street. 9) Section 7.3.14 of the Executive’s employment, Community Incentive Plan (“CIP”) provides that: Project works approved for incentive funding under the Executive shall CIP must be entitled to receive any Accrued Amounts, payable after the date of termination carried out and completed in accordance with the Company’s applicable plandescription of project provided in the application and associated supporting materials. Should any works, programin the opinion of the Municipality, policy be inconsistent with the original description of the project, the Municipality may delay, reduce, or payroll procedures. Notwithstanding anything otherwise cancel any approved incentives and may require the applicant to repay any incentives dispersed to date. 10) If the Municipality requires repayment of any “incentives dispersed to date” in accordance with section 7.3.14 of the CIP, the Applicant shall be liable to repay the Municipality all Grant monies disbursed if the Grant monies were disbursed to the contrary Applicant. 11) Proposed works must conform to the Middlesex County Official Plan, Strathroy-Caradoc Official Plan, Strathroy-Caradoc Zoning By-law, and any other applicable planning legislation/documents. Proposed works shall be carried out in accordance with, or exceed, the applicable minimum requirements of the Ontario Building Code and Accessibility for Ontarians with Disabilities Act. 12) The Applicant, shall indemnify the Municipality against all actions, causes of action, suits, claims or demands whatsoever which may arise, either directly or indirectly by reason of the Applicant undertaking or failing to undertake the works and other obligations set out in this Agreement. The issuance of an insurance policy shall not relieve the Applicant from their responsibility from indemnifying the Municipality for liability not covered by such insurance or in excess of policy limits of such insurance. 13) In addition to the foregoing provisions, if any severance pay or benefits are deferred compensation under Section 409A the Applicant agree to indemnify and hold harmless and defend the Municipality, the Municipality’s officers and employees from and against all claims and suits by third parties for damages, injuries to persons (as defined belowincluding death), property damages, losses, and expenses including court costs and reasonable legal fees, arising out of, or resulting from, Applicant activities associated with the period during which works, and without limiting the Executive may sign foregoing, including all such causes of action based upon common, constitutional, or statutory law, or based in whole or in part, upon allegations of negligent or intentional acts on the General Release begins in one calendar year and part of the first payroll date following the period during which the Executive may sign the General Release occurs in the following calendar yearApplicant, then the severance pay its officers, employees, agents, subcontractors, licensees, or benefit shall not be paid or the first payment shall not occur until the later calendar yearinvitees.

Conditions. Any payments The issuance, amendment or benefits made or provided pursuant to Section 11 (other than Accrued Amounts) are extension of any Facility Letter of Credit is subject to the Executive’s satisfaction in full of the following conditions on the Issuance Date: (ori) the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the Executive’s deathterms of this Agreement and the terms of the Reimbursement Agreement, the beneficiary’s terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or estate’sdecree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) The following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the event form of the Executive’s Disabilitycertificate attached hereto as Exhibit D, signed by a duly authorized officer of the guardian’s):Borrower dated the Issuance Date stating that: (a) compliance with The representations and warranties contained in Article IV of this Agreement are correct on and as of such Issuance Date as though made on and as of such Issuance Date except to the provisions extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct as of Section 8 hereofsuch earlier date; (b) delivery to No Default or Event of Default has occurred and is continuing or would result from the Company issuance, amendment or extension of an executed waiver and general release such Facility Letter of any and all known and unknown claims, and other provisions and covenants, in the form acceptable to the Company (which shall be delivered to the Executive within five (5) business days following the termination date) (the “General Release”) within 21 days of presentation thereof by the Company to the Executive (or a longer period of time if required by law), and permitting the General Release to become effective in accordance with its termsCredit; and (c) delivery to Upon the Company issuance, amendment or extension of a resignation from all officesthe requested Facility Letter of Credit on such Issuance Date, directorships and fiduciary positions with the Company, its affiliates and employee benefit plans effective aggregate outstanding amount of Borrowing Base Debt shall not exceed the Borrowing Base as of the termination date. Notwithstanding the due date of any post-employment payments, any amounts due following a termination under this Agreement most recent Inventory Valuation Date; and (other than Accrued Amountsiv) shall not be due until after the expiration of any revocation period applicable to the General Release without the Executive having revoked such General Release, and any such amounts shall be paid or commence being paid to the Executive within fifteen (15) days of the expiration of such revocation period without the occurrence of a revocation by the Executive (or such later date as may be required under Section 19 of this Agreement). Nevertheless (and regardless of whether the General Release has been executed by the Executive), upon any termination of the Executive’s employment, the Executive shall be entitled to receive any Accrued Amounts, payable after the date of termination in accordance with the Company’s applicable plan, program, policy or payroll procedures. Notwithstanding anything to the contrary in this Agreement, if any severance pay or benefits are deferred compensation under Section 409A (as defined below), The Issuer and the period during which the Executive Agent shall have received such other approvals, opinions, or documents as either may sign the General Release begins in one calendar year and the first payroll date following the period during which the Executive may sign the General Release occurs in the following calendar year, then the severance pay or benefit shall not be paid or the first payment shall not occur until the later calendar yearreasonably request.

Conditions. Any payments or benefits made or provided pursuant to Section 11 (other than Accrued Amounts) are subject to the Executive’s (or, in the event of the Executive’s death, the beneficiary’s or estate’s, or in the event of the Executive’s Disability, the guardian’s): (a) compliance with the provisions of Section 8 hereof9 of this Agreement; (b) delivery to the Company of an executed waiver and general release of any and all known and unknown claims, and other provisions and covenants, in the form acceptable to the Company (which shall be delivered to the Executive within five (5) business days following the termination date) (the “General Release”) within 21 days of presentation thereof by the Company to the Executive (or a longer period of time if required by law)Executive, and permitting the General Release to become effective in accordance with its terms; and (c) delivery to the Company of a resignation from all offices, directorships and fiduciary positions with the Company, its affiliates and employee benefit plans effective as of the termination date. Notwithstanding the due date of any post-employment payments, any amounts due following a termination under this Agreement (other than Accrued Amounts) shall not be due until after the expiration of any revocation period applicable to the General Release without the Executive having revoked such General Release, and any such amounts shall be paid or commence being paid to the Executive within fifteen (15) days of the expiration of such revocation period without the occurrence of a revocation by the Executive (or such later date as may be required under Section 19 of this Agreement). Nevertheless (and regardless of whether the General Release has been executed by the Executive), upon any termination of the Executive’s employment, the Executive shall be entitled to receive any Accrued Amounts, payable after the date of termination in accordance with the Company’s applicable plan, program, policy or payroll procedures. Notwithstanding anything to the contrary in this Agreement, if any severance pay or benefits are deferred compensation under Section 409A (as defined below), and the period during which the Executive may sign the General Release begins in one calendar year and the first payroll date following the period during which the Executive may sign the General Release occurs in the following calendar year, then the severance pay or benefit shall not be paid or the first payment shall not occur until the later calendar year.

Conditions. Any payments or benefits made or provided pursuant to Section 11 (other than Accrued Amounts) are subject to the Executive’s (or, in the event of the Executive’s death, the beneficiary’s or estate’s, or in the event of the Executive’s Disability, the guardian’s):: (a) compliance with the provisions of Section 8 hereofConfidentiality Agreement; (b) delivery to the Company of an executed waiver and general release of any and all known and unknown claims, and other provisions and covenants, in substantially the form acceptable to the Company attached hereto as Exhibit B (which shall be delivered to the Executive within five (5) business days following the termination date) (the “General Release”) within 21 days of presentation thereof by the Company to the Executive (or a longer period of time if required by law), and permitting the General Release to become effective in accordance with its terms; and (c) delivery to the Company of a resignation from all offices, directorships and fiduciary positions with the Company, its affiliates and employee benefit plans effective as of the termination date. Notwithstanding the due date of any post-employment payments, any amounts due following a termination under this Agreement (other than Accrued Amounts) shall not be due until after the expiration of any revocation period applicable to the General Release without the Executive having revoked such General Release, and any such amounts shall be paid or commence being paid to the Executive within fifteen (15) days of the expiration of such revocation period without the occurrence of a revocation by the Executive (or such later date as may be required under Section 19 18 of this Agreement). Nevertheless (and regardless of whether the General Release has been executed by the Executive), upon any termination of the Executive’s employment, the Executive shall be entitled to receive any Accrued Amounts, payable after the date of termination in accordance with the Company’s applicable plan, program, policy or payroll procedures. Notwithstanding anything to the contrary in this Agreement, if any severance pay or benefits are deferred compensation under Section 409A (as defined below), and the period during which the Executive may sign the General Release begins in one calendar year and the first payroll date following the period during which the Executive may sign the General Release occurs in the following calendar year, then the severance pay or benefit shall not be paid or the first payment shall not occur until the later calendar year.

Conditions. Any payments or benefits made or provided pursuant to Section 11 (other than Accrued Amounts1) Grants are subject not payable by the Municipality until such time as all taxes outstanding has been paid to the Executive’s Municipality. Grants are also not payable by the Municipality until such time as all possible assessment appeals have been filed and decided. If property taxes are owing on the Site for more than one full year, the Municipality will have the option, without notice and at its own discretion, of terminating the grant payments, thereby eliminating all grant obligations to the Applicant. 2) If all or a portion of the Site is demolished within one year of the Grant being paid by the Municipality, it shall cause the grant to be forfeited and be repayable to the Municipality. It is to be repaid on, or before, the first day of municipal tax collection following the demolition. Demolition, in part, may be permitted entirely at the discretion of the Municipality without a requirement for repayment, but only in those instances where a written request by the property owner is received and a corresponding letter of permission is granted to the Municipality. 3) Grants will not be paid to applicants who are currently involved in active litigation with the Municipality or to properties having any issues with noncompliance, outstanding work orders (orFire and/or Building) and/or Zoning Orders. 4) The Site described in “Schedule A” of the agreement must be occupied to receive the Grant(s). More specifically, Grants issued to commercial and industrial properties must be operational. 5) The Applicant and Owner agree to complete the work as described in Schedule ‘B’ within 12 months of executing the Agreement, and in accordance with all applicable licenses, permits, by-laws, building codes and other applicable approvals. 6) The Applicant will be responsible for ensuring that they can be contacted by the Municipality for the purpose of delivering the Grant payment. If the Applicant cannot be reached over a protracted period (greater than one year), the Municipality will have the option, without notice at its own discretion, of terminating the Grant payment, thereby eliminating all Grant obligations to the Applicant. 7) Prior to the issuance of the Grant monies by the Municipality, the Applicant and Owner agree to provide all Required Receipts to the Municipality for review and the Municipality may, at its discretion, refuse payment of the Grant or a portion thereof if the Municipality is not satisfied that the Required Receipts adequately account or describe what works and associated costs were undertaken. 8) Prior to the issuance of the Grant monies by the Municipality, the Applicant and Owner agree to permit the Chief Building Official or their designate to enter onto the property for the purposes of inspecting the works undertaken. The Municipality may, at its discretion, refuse payment of the Grant or a portion thereof if, in the event opinion of the Executive’s deathChief Building Official, the beneficiary’s or estate’s, or in the event of the Executive’s Disability, the guardian’s): (a) compliance with the provisions of Section 8 hereof; (b) delivery to the Company of an executed waiver and general release of any and all known and unknown claims, and other provisions and covenants, in the form acceptable to the Company (which shall be delivered to the Executive within five (5) business days following the termination date) (the “General Release”) within 21 days of presentation thereof by the Company to the Executive (or a longer period of time if required by law), and permitting the General Release to become effective works undertaken were not in accordance with its terms; and (c) delivery to good workmanship and/or do not meet the Company of a resignation from all offices, directorships and fiduciary positions with the Company, its affiliates and employee benefit plans effective as of the termination date. Notwithstanding the due date requirements of any post-employment paymentsmunicipal, any amounts due following a termination under this Agreement (other than Accrued Amountsprovincial or federal building or safety regulations. 9) shall not be due until after the expiration of any revocation period applicable to the General Release without the Executive having revoked such General Release, and any such amounts shall be paid or commence being paid to the Executive within fifteen (15) days of the expiration of such revocation period without the occurrence of a revocation by the Executive (or such later date as The Applicant may be required under Section 19 at the discretion of this Agreement)the Municipality to post a sign advertising the Community Improvement Plan program for a period of no more than two months. Nevertheless (and regardless of whether the General Release has been executed Said sign shall be provided by the Executive), upon any termination Municipality and be posted in a location visible from the street. 10) Section 7.3.14 of the Executive’s employment, Community Incentive Plan (“CIP”) provides that: Project works approved for incentive funding under the Executive shall CIP must be entitled to receive any Accrued Amounts, payable after the date of termination carried out and completed in accordance with the Company’s applicable plandescription of project provided in the application and associated supporting materials. Should any works, programin the opinion of the Municipality, policy be inconsistent with the original description of the project, the Municipality may delay, reduce, or payroll procedures. Notwithstanding anything otherwise cancel any approved incentives and may require the applicant to repay any incentives dispersed to date. 11) If the Municipality requires repayment of any “incentives dispersed to date” in accordance with section 7.3.14 of the CIP, the Applicant and the Owner shall be jointly and severally liable to repay the Municipality all Grant monies disbursed if the Grant monies were disbursed to the contrary Applicant, and if the Grant monies were disbursed to the Owner, the Owner shall be liable to repay the Grant monies to the Municipality. 12) The Municipality shall not be responsible for the allocation of costs of the works as between the Applicant and the Owner. 13) The Applicant and the Owner represent and warrant that the execution of this Agreement does not violate the Lease or any other agreement entered into between the Applicant and the Owner. 14) Proposed works must conform to the Middlesex County Official Plan, Strathroy-Caradoc Official Plan, Strathroy-Caradoc Zoning By-law, and any other applicable planning legislation/documents. Proposed works shall be carried out in accordance with, or exceed, the applicable minimum requirements of the Ontario Building Code and Accessibility for Ontarians with Disabilities Act. 15) The Applicant, shall indemnify the Municipality against all actions, causes of action, suits, claims or demands whatsoever which may arise, either directly or indirectly by reason of the Applicant and/or Owner undertaking or failing to undertake the works and other obligations set out in this Agreement. The issuance of an insurance policy shall not relieve the Applicant and/or Owner from its/their responsibility from indemnifying the Municipality for liability not covered by such insurance or in excess of policy limits of such insurance. 16) In addition to the foregoing provisions, if any severance pay or benefits are deferred compensation under Section 409A the Applicant agree to indemnify and hold harmless and defend the Municipality, the Municipality’s officers and employees from and against all claims and suits by third parties for damages, injuries to persons (as defined belowincluding death), property damages, losses, and expenses including court costs and reasonable legal fees, arising out of, or resulting from, Applicant and/or Owner’s activities associated with the period during which works, and without limiting the Executive may sign foregoing, including all such causes of action based upon common, constitutional, or statutory law, or based in whole or in part, upon allegations of negligent or intentional acts on the General Release begins in one calendar year and part of the first payroll date following the period during which the Executive may sign the General Release occurs in the following calendar yearApplicant and/or Owner, then the severance pay its officers, employees, agents, subcontractors, licensees, or benefit shall not be paid or the first payment shall not occur until the later calendar yearinvitees.

Conditions. Any payments The issuance, amendment or benefits made or provided pursuant to Section 11 (other than Accrued Amounts) are extension of any Facility Letter of Credit is subject to the Executive’s satisfaction in full of the following conditions on the Issuance Date: (ori) the Borrower shall have delivered to the Issuing Bank at such times and in such manner as the Issuing Bank may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuing Bank in form and content; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuing Bank from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuing Bank and no directive from any governmental authority with jurisdiction over the Issuing Bank shall prohibit such Issuing Bank from issuing Letters of Credit generally or from issuing that Facility Letter or Credit; (iii) The following statements shall be true, and the Agent and such Issuing Bank shall have received a certificate, substantially in the event form of the Executive’s deathcertificate attached hereto as EXHIBIT G, the beneficiary’s or estate’s, or in the event signed by a duly authorized officer of the Executive’s Disability, Borrower dated the guardian’s):Issuance Date stating that: (a) compliance with The representations and warranties contained in Article IV of this Agreement are correct on and as of such Issuance Date as though made on and as of such Issuance Date except to the provisions extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct as of Section 8 hereofsuch earlier date; (b) delivery to No Default or Event of Default has occurred and is continuing or would result from the Company issuance, amendment or extension of an executed waiver and general release such Facility Letter of any and all known and unknown claims, and other provisions and covenants, in the form acceptable to the Company (which shall be delivered to the Executive within five (5) business days following the termination date) (the “General Release”) within 21 days of presentation thereof by the Company to the Executive (or a longer period of time if required by law), and permitting the General Release to become effective in accordance with its termsCredit; and (c) delivery to Upon the Company issuance, amendment or extension of a resignation from all officesthe requested Facility Letter of Credit on such Issuance Date, directorships and fiduciary positions with the Company, its affiliates and employee benefit plans effective aggregate outstanding amount of Permitted Senior Debt shall not exceed the Borrowing Base as of the termination date. Notwithstanding the due date of any post-employment payments, any amounts due following a termination under this Agreement most recent Inventory Valuation Date; and (other than Accrued Amountsiv) shall not be due until after the expiration of any revocation period applicable to the General Release without the Executive having revoked such General Release, and any such amounts shall be paid or commence being paid to the Executive within fifteen (15) days of the expiration of such revocation period without the occurrence of a revocation by the Executive (or such later date as may be required under Section 19 of this Agreement). Nevertheless (and regardless of whether the General Release has been executed by the Executive), upon any termination of the Executive’s employment, the Executive shall be entitled to receive any Accrued Amounts, payable after the date of termination in accordance with the Company’s applicable plan, program, policy or payroll procedures. Notwithstanding anything to the contrary in this Agreement, if any severance pay or benefits are deferred compensation under Section 409A (as defined below), The Issuing Bank and the period during which the Executive Agent shall have received such other approvals, opinions, or documents as either may sign the General Release begins in one calendar year and the first payroll date following the period during which the Executive may sign the General Release occurs in the following calendar year, then the severance pay or benefit shall not be paid or the first payment shall not occur until the later calendar yearreasonably request.

Conditions. Any payments or benefits made or provided pursuant to Section 11 (other than Accrued Amounts1) Grants are subject not payable by the Municipality until such time as all taxes outstanding has been paid to the Executive’s Municipality. Grants are also not payable by the Municipality until such time as all possible assessment appeals have been filed and decided. If property taxes are owing on the Site for more than one full year, the Municipality will have the option, without notice and at its own discretion, of terminating the grant payments, thereby eliminating all grant obligations to the Applicant. 2) If all or a portion of the Site is demolished within one year of the Grant being paid by the Municipality, it shall cause the grant to be forfeited and be repayable to the Municipality. It is to be repaid on, or before, the first day of municipal tax collection following the demolition. Demolition, in part, may be permitted entirely at the discretion of the Municipality without a requirement for repayment, but only in those instances where a written request by the property owner is received and a corresponding letter of permission is granted to the Municipality. 3) The subject Additional Unit Grant is provided for the construction of a new residential rental unit being a secondary suite located on the lands described in Schedule ‘A’. After receipt of the occupancy permit, the Applicant agrees that the secondary suite shall be used as a rental unit and in the event it is no longer rented for ten (or10) consecutive months, it shall cause the grant to be forfeited and be repayable to the Municipality on, or before, the first day of the municipal tax collection following the ten month vacancy. 4) The Applicant will be responsible for ensuring that they can be contacted by the Municipality for the purpose of delivering the grant payment. If applicants cannot be reached over a protracted period (greater than one year), the Municipality will have the option, without notice at its own discretion, of terminating the grant payment, thereby eliminating all grant obligations to the Applicant. 5) Prior to the issuance of the grant monies by the Municipality, the Applicant agrees to provide all Required Receipts to the Municipality for review and the Municipality may, at its discretion, refuse payment of the grant or a portion thereof if the Municipality is not satisfied that the Required Receipts adequately account or describe what works and associated costs were undertaken. 6) Prior to the issuance of the grant monies by the Municipality, the Applicant agrees to permit the Chief Building Official or their designate to enter onto the property for the purposes of inspecting the works undertaken. The Municipality may, at its discretion, refuse payment of the grant or a portion thereof if, in the event opinion of the Executive’s deathChief Building Official, the beneficiary’s or estate’s, or in the event of the Executive’s Disability, the guardian’s): (a) compliance with the provisions of Section 8 hereof; (b) delivery to the Company of an executed waiver and general release of any and all known and unknown claims, and other provisions and covenants, in the form acceptable to the Company (which shall be delivered to the Executive within five (5) business days following the termination date) (the “General Release”) within 21 days of presentation thereof by the Company to the Executive (or a longer period of time if required by law), and permitting the General Release to become effective works undertaken were not in accordance with its terms; and (c) delivery to good workmanship and/or do not meet the Company of a resignation from all offices, directorships and fiduciary positions with the Company, its affiliates and employee benefit plans effective as of the termination date. Notwithstanding the due date requirements of any post-employment paymentsmunicipal, any amounts due following a termination under this Agreement (other than Accrued Amountsprovincial or federal building or safety regulations. 7) shall not be due until after the expiration of any revocation period applicable to the General Release without the Executive having revoked such General Release, and any such amounts shall be paid or commence being paid to the Executive within fifteen (15) days of the expiration of such revocation period without the occurrence of a revocation by the Executive (or such later date as The Applicant may be required under Section 19 at the discretion of this Agreement)the Municipality to post a sign advertising the Community Improvement Plan program for a period of no more than two months. Nevertheless (and regardless of whether the General Release has been executed Said sign shall be provided by the Executive), upon any termination of the Executive’s employment, the Executive shall be entitled to receive any Accrued Amounts, payable after the date of termination in accordance with the Company’s applicable plan, program, policy or payroll procedures. Notwithstanding anything to the contrary in this Agreement, if any severance pay or benefits are deferred compensation under Section 409A (as defined below)Municipality, and be posted in a location visible from the period during which the Executive may sign the General Release begins in one calendar year and the first payroll date following the period during which the Executive may sign the General Release occurs in the following calendar year, then the severance pay or benefit shall not be paid or the first payment shall not occur until the later calendar yearstreet.

Conditions. Any payments or benefits made or provided pursuant to Section 11 10 (other than Accrued Amounts) are subject to the Executive’s (or, in the event of the Executive’s death, the beneficiary’s or estate’s, or in the event of the Executive’s Disability, the guardian’s):): ​ (a) compliance with the provisions of Section 8 7 hereof;; ​ (b) delivery to the Company of an executed waiver and general release of any and all known and unknown claims, and other provisions and covenants, in the form acceptable to the Company (which shall be delivered to the Executive within five (5) business days following the termination date) (the “General Release”) within 21 days of presentation thereof by the Company to the Executive (or a longer period of time if required by law), and permitting the General Release to become effective in accordance with its terms; and (c) delivery to the Company of a resignation from all offices, directorships and fiduciary positions with the Company, its affiliates and employee benefit plans effective as of the termination date. Notwithstanding the due date of any post-employment payments, any amounts due following a termination under this Agreement (other than Accrued Amounts) shall not be due until after the expiration of any revocation period applicable to the General Release without the Executive having revoked such General Release, and any such amounts shall be paid or commence being paid to the Executive within fifteen (15) days of the expiration of such revocation period without the occurrence of a revocation by the Executive (or such later date as may be required under Section 19 18 of this Agreement). Nevertheless (and regardless of whether the General Release has been executed by the Executive), upon any termination of the Executive’s employment, the Executive shall be entitled to receive any Accrued Amounts, payable after the date of termination in accordance with the Company’s applicable plan, program, policy or payroll procedures. Notwithstanding anything to the contrary in this Agreement, if any severance pay or benefits are deferred compensation under Section 409A (as defined below), and the period during which the Executive may sign the General Release begins in one calendar year and the first payroll date following the period during which the Executive may sign the General Release occurs in the following calendar year, then the severance pay or benefit shall not be paid or the first payment shall not occur until the later calendar year.. ​

Conditions. Any payments or benefits made or provided pursuant to Section 11 8 (other than Accrued Amounts) are subject to the Executive’s (or, in the event of the Executive’s death, the beneficiary’s or estate’s, or in the event of the Executive’s Disability, the guardian’s):: (a) compliance with the provisions of Section 8 11 hereof; (b) delivery to the Company of an executed waiver Agreement and general release of any and all known and unknown claims, and other provisions and covenants, in the form acceptable to the Company (which shall be delivered to the Executive within five (5) business days following the termination date) General Release (the “General Release”), which shall be substantially in the form attached hereto as Appendix A (with such changes therein or additions thereto as needed under then applicable law to give effect to its intent and purpose) within 21 days (42 days in the case of an employment termination due to Disability and 45 days in the case of an exit incentive or other employment termination program under the Older Workers Benefit Protection Act) of presentation thereof by the Company to the Executive (or a longer period which presentation by the Company shall be made no later than two (2) business days following the date of time if required by law)employment termination as determined under Section 8), and permitting which is not subsequently timely revoked in accordance the terms of the General Release to become effective in accordance with its termsRelease; and (c) delivery to the Company of a resignation from all offices, directorships and fiduciary positions with the Company, its affiliates and employee benefit plans effective as plans. For purposes of any payments or benefits provided under Section 8 (other than Accrued Amounts) to an Executive’s beneficiary or estate, the termination datebeneficiary or estate shall comply with the provisions of Section 9(b) and Section 11(e). Notwithstanding the due date of any post-employment payments, any amounts or benefits due following a an Executive’s employment termination under this Agreement (other than Accrued Amounts) shall not be due until after the expiration of any revocation period applicable to the General Release without the Executive having revoked such General Release, and any such amounts shall be paid or commence being paid . If the Executive fails to return an executed General Release to the Company within such 21-day period (42-day period in the case of an employment termination due to Disability and 45-day period in the case of an exit incentive or other employment termination program under the Older Workers Benefit Protection Act), or the Executive within fifteen (15) days subsequently and timely revokes such release in accordance with the terms of the expiration of such revocation period without General Release, the occurrence of a revocation by the Executive (Company shall not have any obligation to pay any amounts or such later date as may be required benefits under Section 19 8 of this Agreement). The Executive shall provide the General Release in the same manner as written notice is provided to the Company under Section 13 below. Nevertheless (and regardless of whether the General Release has been executed by the Executive), upon any termination of the Executive’s employment, the Executive shall be entitled to receive any Accrued Amounts, payable within thirty (30) days after the date of termination of employment or in accordance with the Company’s applicable plan, programprogram or policy and applicable law. In the event that the Executive dies before all payments pursuant to this Section 9 have been paid, policy or payroll procedures. Notwithstanding anything all remaining payments shall be made to the contrary beneficiary specifically designated by the Executive in this Agreementwriting prior to the Executive’s death, or, if any severance pay no such beneficiary was designated (or benefits are deferred compensation under Section 409A (as defined belowthe Company is unable in good faith to determine the beneficiary designated), and to the period during which the Executive may sign the General Release begins in one calendar year and the first payroll date following the period during which the Executive may sign the General Release occurs in the following calendar year, then the severance pay Executive’s personal representative or benefit shall not be paid or the first payment shall not occur until the later calendar yearestate.

Conditions. Any payments or benefits made or provided pursuant to Section 11 (other than Accrued Amounts) are The Building 1 Closing shall be subject to the Executive’s ---------- satisfaction, as of the Building 1 Closing Date, of the following conditions: (or1) The Existing Lender shall have approved the transfer of Building 1 to the LLC without any modification to the Loan Documents or otherwise subject to such modifications as are satisfactory to NYSTRS, and NYSTRS shall have approved the form of all assignment and assumption documents related to the assumption of the Loan and all requirements of Existing Lender related thereto. (2) Except as set forth in clause (e) below, the Representations Exceptions do not materially and adversely modify the representations and warranties set forth in Section 9 of the Contribution Agreement, and such representations and warranties, as modified, shall be true and correct in all material respects. (3) Parkway Corp. shall have fully performed its obligations hereunder in all material respects. (4) This Agreement shall not have been terminated pursuant to Paragraph 9 hereof. (5) There shall have been no material adverse change in the event structural condition of Building 1 arising after the Closing and not cured as of the Executive’s deathBuilding 1 Closing Date, and there shall have occurred after the beneficiary’s or estate’s, or in the event Closing no material adverse violations of any Environmental Laws with regard to Building 1 which are outstanding as of the Executive’s DisabilityBuilding 1 Closing Date, and Parkway Corp. shall deliver a representation and warranty to such effect to NYSTRS, to its knowledge, as of the guardian’s): Building 1 Closing Date. If these conditions are not satisfied as of the Building 1 Closing Date, then either Parkway Corp. (only if the failure of condition falls under paragraph (a) compliance with above) or NYSTRS may (i) postpone the provisions of Section 8 hereof; Building 1 Closing Date from time to time until the Outside Closing Date; (bii) delivery at any time on or before the Outside Closing Date waive in writing any such condition and close the transaction; or (iii) elect that Building 1 not be contributed to the Company LLC. Any election of an executed waiver and general release of any and all known and unknown claims, and other provisions and covenants, (ii) or (iii) above before the Outside Closing Date must be given in the form acceptable to the Company (which shall be delivered to the Executive within five (5) business days following the termination date) (the “General Release”) within 21 days of presentation thereof by the Company to the Executive (or a longer period of time if required by law), and permitting the General Release to become effective in accordance with its terms; and (c) delivery to the Company of a resignation from all offices, directorships and fiduciary positions with the Company, its affiliates and employee benefit plans effective as of the termination date. Notwithstanding the due date of any post-employment payments, any amounts due following a termination under this Agreement (other than Accrued Amounts) shall not be due until after the expiration of any revocation period applicable to the General Release without the Executive having revoked such General Releasewriting, and any such amounts failure to elect (ii) or (iii) shall be paid or commence being paid constitute an election of (i) until the Outside Closing Date, when, unless an election is made to waive any unsatisfied condition, subject to the Executive within fifteen (15) days right of NYSTRS to pursue any remedy in the expiration of such revocation period without the occurrence case of a revocation breach by the Executive (or such later date as may be required under Section 19 Parkway Corp. of its obligations hereunder, this Agreement). Nevertheless (and regardless of whether the General Release has been executed by the Executive), upon any termination of the Executive’s employment, the Executive Agreement shall be entitled to receive any Accrued Amounts, payable after the date of termination in accordance with the Company’s applicable plan, program, policy or payroll procedures. Notwithstanding anything to the contrary in this Agreement, if any severance pay or benefits are deferred compensation under Section 409A (as defined below), and the period during which the Executive may sign the General Release begins in one calendar year and the first payroll date following the period during which the Executive may sign the General Release occurs in the following calendar year, then the severance pay or benefit shall not be paid or the first payment shall not occur until the later calendar yearterminate.

Conditions. Any payments a) Benefit increases under this section will be in lieu of any regular salary increases (including any increases in the Board-paid employee IMRF contributions) and shall be limited to a maximum of six percent (6%) or benefits made or provided one and one half (1.5) times the increase in the Consumer Price Index-Urban (CPI-U) whichever is greater (including any Board-paid employee IMRF contributions). In no event will the combined salary and Board-paid employee IMRF contribution be increased under this Article in the year the employee retires which results in the District incurring financial penalty pursuant to Section 11 (provisions of the Pension Code and/or IMRF rules and regulations. b) When determining whether an increase in an employee’s creditable earnings exceeds the applicable limitation, the following shall be excluded: increases resulting from overload or overtime earnings; increases attributable to standard employment promotions resulting in increased responsibility and workload; and increases resulting from an increase in the number of hours required to be worked. c) This benefit may not be used or accessed by any employee in conjunction with any other retirement plans or programs other than Accrued Amountsthose in effect under the Illinois Municipal Retirement Fund system as of May 1, 2005. The employee must be eligible to retire without any penalty, payment, or lump sum contribution by the Board to any pension system such as the IMRF. If the Board is obligated to pay any such penalty, payment or lump sum contribution, the employee may retire if otherwise eligible under the IMRF system, but the employee will not be eligible to receive benefits under this Article. d) are subject The purpose of this provision is to ensure that the Executive’s (orDistrict shall not incur any financial penalty pursuant to provisions of the Pension Code and/or IMRF rules and regulations. Notwithstanding any contrary or other provision of this Agreement, including but not limited to any salary schedules, in the event of an employee’s IMRF creditable earnings would increase by more than 6% or 1.5 times the Executive’s death, the beneficiary’s or estate’s, or increase in the event of CPI-U in any 12 month period during the Executive’s Disability, the guardian’s): (a) compliance with the provisions of Section 8 hereof; (b) delivery to the Company of an executed waiver and general release of any and all known and unknown claims, and other provisions and covenants, in the form acceptable to the Company (which shall be delivered to the Executive within five (5) business days following the termination date) (the “General Release”) within 21 days of presentation thereof by the Company to the Executive (or a longer period of time if required by law), and permitting the General Release to become effective in accordance with its terms; and (c) delivery to the Company of a resignation from all offices, directorships and fiduciary positions with the Company, its affiliates and employee benefit plans effective as of the termination date. Notwithstanding the due date of any post-employment payments, any amounts due following a termination under this Agreement (other than Accrued Amounts) shall not be due until after the expiration of any revocation period applicable to the General Release without the Executive having revoked such General Release, and any such amounts shall be paid or commence being paid to the Executive within fifteen (15) days of the expiration of such revocation period without the occurrence of a revocation by the Executive (or such later date as may be required under Section 19 term of this Agreement), that employee shall only receive the maximum increase allowed under this provision. Nevertheless This provision shall only apply to employees who are within ten (and 10) years of IMRF retirement eligibility, regardless of whether the General Release has been executed by the Executive), upon any termination employee is actually retiring or submitting a notice of the Executive’s employment, the Executive shall be entitled to receive any Accrued Amounts, payable after the date of termination in accordance with the Company’s applicable plan, program, policy or payroll procedures. Notwithstanding anything to the contrary in this Agreement, if any severance pay or benefits are deferred compensation under Section 409A (as defined below), and the period during which the Executive may sign the General Release begins in one calendar year and the first payroll date following the period during which the Executive may sign the General Release occurs in the following calendar year, then the severance pay or benefit shall not be paid or the first payment shall not occur until the later calendar yearretirement.

Conditions. Any payments or benefits made or provided pursuant to Section 11 8 (other than Accrued Amounts) are subject to the Executive’s (or, in the event of the Executive’s death, the beneficiary’s or estate’s, or in the event of the Executive’s Disability, the guardian’s):: (a) compliance with the provisions of Section 8 11 hereof; (b) delivery to the Company of an executed waiver Agreement and general release of any and all known and unknown claims, and other provisions and covenants, in the form acceptable to the Company (which shall be delivered to the Executive within five (5) business days following the termination date) General Release (the “General Release”), which shall be substantially in the form attached hereto as Appendix A (with such changes therein or additions thereto as needed under then applicable law to give effect to its intent and purpose) within 21 days (42 days in the case of an employment termination due to Disability) of presentation thereof by the Company to the Executive (or a longer period which presentation by the Company shall be made no later than two (2) business days following the date of time if required by lawtermination), and permitting the General Release to become effective in accordance with its termswhich is not subsequently revoked; and (c) delivery to the Company of a resignation from all offices, directorships and fiduciary positions with the Company, its affiliates and employee benefit plans effective as plans. For purposes of any payments or benefits provided under Section 8 (other than Accrued Amounts) to an Executive’s beneficiary or estate, the termination datebeneficiary or estate shall comply with the provisions of Section 9(b) and Section 11(e). Notwithstanding the due date of any post-employment payments, any amounts or benefits due following a the Executive’s employment termination under this Agreement (other than Accrued Amounts) shall not be due until after the expiration of any revocation period applicable to the General Release without the Executive having revoked such General Release, and any such amounts shall be paid or commence being paid . If the Executive fails to return an executed General Release to the Executive Company within fifteen such 21 day period (15) days 42 day period in the case of the expiration of such revocation period without the occurrence of a revocation by an employment termination due to Disability), or the Executive (subsequently revokes such timely release, the Company shall not have any obligation to pay any amounts or such later date as may be required benefits under Section 19 5 of this Agreement). The Executive shall provide the General Release in the same manner as written notice is provided to the Company under Section 13 below. Nevertheless (and regardless of whether the General Release has been executed by the Executive), upon any termination of the Executive’s employment, the Executive shall be entitled to receive any Accrued Amounts, payable within thirty (30) days after the date of termination of employment or in accordance with the Company’s applicable plan, programprogram or policy. In the event that the Executive dies before all payments pursuant to this Section 9 have been paid, policy or payroll procedures. Notwithstanding anything all remaining payments shall be made to the contrary beneficiary specifically designated by the Executive in this Agreementwriting prior to the Executive’s death, or, if any severance pay no such beneficiary was designated (or benefits are deferred compensation under Section 409A (as defined belowthe Company is unable in good faith to determine the beneficiary designated), and to the period during which the Executive may sign the General Release begins in one calendar year and the first payroll date following the period during which the Executive may sign the General Release occurs in the following calendar year, then the severance pay Executive’s personal representative or benefit shall not be paid or the first payment shall not occur until the later calendar yearestate.

Conditions. Any payments or benefits made or provided The Deferred Shares issued to Director pursuant to Section 11 this Agreement may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of other than by will or the laws of descent and distribution. In the event of termination of Director’s service on the Board of Directors of the Company (the “Board”) for any reason (other than Accrued Amounts) as provided below), automatically upon such termination Director shall, for no consideration, forfeit to the Company all Deferred Shares granted hereunder to the extent such Deferred Shares are then subject to the Executive’s (orVesting Conditions. For purposes of this Agreement, Director shall be considered to be in service on the event Board as long as Director remains a Director of the ExecutiveCompany, or any successor thereto. Any question as to whether and when there has been a termination of such service, and the cause of such termination, shall be determined by the Committee in its sole discretion, and its determination shall be final. The obligations to forfeit and surrender Deferred Shares to the Company upon termination from service on the Board are herein referred to as Vesting Conditions. The Vesting Conditions shall be binding upon and enforceable against any transferee of such Deferred Shares. The Vesting Conditions shall lapse as to the Deferred Shares granted hereunder on the earlier of (i) the first anniversary of the Effective Date or (ii) the date of the next Annual Shareholder’s deathMeeting of the Company following the Effective Date. Notwithstanding the foregoing, the beneficiary’s or estate’s, or in Vesting Conditions shall lapse as to the event of the Executive’s Disability, the guardian’s): Deferred Shares (a) compliance with immediately prior to the provisions consummation of Section 8 hereof; a Change of Control or (b) delivery to the Company of an executed waiver and general release of any and all known and unknown claims, and other provisions and covenants, in the form acceptable to the Company (which shall be delivered to the Executive within five (5) business days following the termination date) (the “General Release”) within 21 days of presentation thereof by the Company to the Executive (or a longer period of time if required by law), and permitting the General Release to become effective in accordance with its terms; and (c) delivery to the Company of a resignation from all offices, directorships and fiduciary positions with the Company, its affiliates and employee benefit plans effective as of the termination date. Notwithstanding the due date of any post-employment payments, any amounts due following a termination under this Agreement (other than Accrued Amounts) shall not be due until after the expiration of any revocation period applicable to the General Release without the Executive having revoked such General Release, and any such amounts shall be paid or commence being paid to the Executive within fifteen (15) days of the expiration of such revocation period without the occurrence of a revocation by the Executive (or such later date as may be required under Section 19 of this Agreement). Nevertheless (and regardless of whether the General Release has been executed by the Executive), upon any termination of the Executive’s employment, the Executive shall be entitled to receive any Accrued Amounts, payable after the date of termination of Director’s service on the Board due to his death or due to disability such that Director is incapable of serving on the Board for physical or mental reasons, as shall be determined by the Committee in accordance with the Company’s applicable plan, program, policy or payroll procedures. Notwithstanding anything to the contrary in this Agreement, if any severance pay or benefits are deferred compensation under Section 409A (as defined below)its sole discretion, and the period during which the Executive may sign the General Release begins in one calendar year and the first payroll date following the period during which the Executive may sign the General Release occurs in the following calendar year, then the severance pay or benefit its determination shall not be paid or the first payment shall not occur until the later calendar yearfinal.

Conditions. Any payments or benefits made or provided pursuant to Section 11 (other than Accrued Amounts) Unless otherwise indicated, all leaves are subject to the Executive’s (or, in the event prior approval of the Executive’s death, Board and the beneficiary’s or estate’s, or in the event of the Executive’s Disability, the guardian’s):following conditions shall apply: (a) compliance The unpaid leave provisions of this Agreement shall be construed consistently with the provisions requirements of Section 8 hereof;the federal Family and Medical Leave Act (FMLA). All unpaid leaves required by that Act shall be cumulative with, and not in addition to, any other applicable leave, paid or unpaid, provided for in this Agreement. Paid sick days shall count toward leave under the FMLA as permitted under board policy, if the paid sick leave is greater than three (3) consecutive days for a single illness. The district shall count these days towards the twelve (12) week total in a twelve (12) month period. FMLA does not restrict an employee from being on a paid leave greater than twelve (12) weeks. (b) delivery Requests for leaves shall be in writing. The initial request shall be submitted to the Company of an executed waiver Building Principal. The request shall be signed by the Principal and general release of any and all known and unknown claims, and other provisions and covenants, in the form acceptable submitted to the Company (which shall be delivered to the Executive within five (5) business days following the termination date) (the “General Release”) within 21 days of presentation thereof by the Company to the Executive (Superintendent. The Superintendent or a longer period designee may request a meeting with the employee for further clarification of time if required by law), and permitting the General Release to become effective in accordance with its terms; andunpaid leave request. A representative of the bargaining unit may accompany the employee. (c) delivery All leaves shall be limited to one (1) year or less. The may, in its discretion, grant an extension of a leave of absence. (d) Salary increments shall not accrue while on leave. (e) Sick leave days shall not accrue while on leave but unused leave days held at the start of the leave shall be reinstated. (f) Subject to the Company requirements of a resignation from the federal Family and Medical Leave Act, all officesfringe benefits paid by the Board will cease at the commencement of the unpaid leave, directorships and fiduciary positions but the teacher may, at his/her option, continue such benefits for two years at his/her own expense subject to all conditions required by the insurance carrier. A teacher who fails to return on his/her own volition shall reimburse the district insurance premiums paid while on FMLA. (g) A teacher wishing to return to the District after an extended leave of absence scheduled to end at the end of the school year, must request in writing to the Superintendent or designee, not later than March 20th prior to the termination of his/her leave. Failure to comply with the Companyprovision shall be considered as a resignation. The Superintendent or designee will attempt to contact all teachers on such leaves of absence, its affiliates by certified mail, on or before March 1st and employee benefit plans effective as inform them of the termination dateabove requirements. (h) Teachers who have been granted Alternative Career Leaves shall notify the Board, no later than March 31, in the year they wish to return, of their intent to return for the following school year. Notwithstanding Failure to return shall be deemed conclusive evidence of resignation. The teacher may apply to return to a vacant position. (i) A teacher may return from a leave of absence at the due date beginning of any post-employment paymentssemester (for Medical Leave see Article10, any amounts due following a termination under this Agreement (other than Accrued Amounts) B-3). The teacher shall return to his/her previously held position. When it is not be due until after possible to return the expiration of any revocation period applicable teacher to the General Release without previously held position, he/she will be returned to a substantially equivalent position or if no vacancies, a position held by a less senior teacher within certification and qualification. In such case, the Executive having revoked such General Release, and any such amounts layoff notices shall be paid or commence being paid to the Executive within fifteen (15) days of the expiration of such revocation period without the occurrence of a revocation by the Executive (or such later date as may be required under Section 19 of this Agreement). Nevertheless (and regardless of whether the General Release has been executed by the Executive), upon any termination of the Executive’s employment, the Executive shall be entitled to receive any Accrued Amounts, payable after the date of termination in accordance with the Company’s applicable plan, program, policy or payroll procedures. Notwithstanding anything to the contrary in this Agreement, if any severance pay or benefits are deferred compensation under Section 409A (as defined below), and the period during which the Executive may sign the General Release begins in one calendar year and the first payroll date following the period during which the Executive may sign the General Release occurs in the following calendar year, then the severance pay or benefit shall not be paid or the first payment shall not occur until the later calendar yearwaived.

Conditions. Any payments Notwithstanding anything in Sections A.1, A.2 or benefits made A.3 of this Commitment Levels section above, to the contrary, any such Base License Fees abatements or provided pursuant termination rights, as otherwise set forth in this Commitment Levels section, shall be subject to the following conditions: a. The failure of Licensor to satisfy the applicable commitment level must not have occurred during or as a result of a Basic Capacity Overage, nor have been caused in whole or in part by (i) Licensee actions or inactions (including any failure to comply with the Agreement, including the Policies and Procedures), (ii) Licensee-supplied power or equipment, (iii) actions or inactions of Licensee’s end users, (iv) Licensee’s failure to take advantage of the redundant electrical design of the Datacenter (e.g., Licensee “single-cords” its equipment in a scenario where “dual-cording” of Licensee’s equipment is available), (v) third party network providers, (vi) traffic exchange points controlled by third parties, (vii) an event of casualty or condemnation (which, for the avoidance of doubt, is governed by Section 11 9 of the Agreement), or (viii) any scheduled maintenance events. As used in this paragraph, “Licensee” shall include, without limitation, Licensee’s employees, agents, partners, members, contractors, invitees and customers. For the avoidance of doubt, Licensor and Licensee acknowledge and agree that no Force Majeure event (other than Accrued Amountsthe occurrence of a casualty or condemnation of the type described in Section 9 of the Agreement) are subject shall excuse a failure of Licensor to satisfy a commitment level set forth herein. b. In order to receive the applicable Outage Credit(s) abatements, Licensee must notify Licensor of Licensee’s claim for Outage Credit abatements within thirty (30) days from the time Licensee becomes eligible to receive such Outage Credit abatements. c. If an Interruption — Electrical affects some, but not all, of the powered cabinets and/or racks within the Premises, the Outage Credit abatement to which Licensee shall be entitled shall be equitably prorated based upon the proportion of the number of cabinets and/of racks affected by such Interruption — Electrical bears to the Executivetotal number of powered cabinets and/or racks located within the Premises. d. Notwithstanding anything in the Agreement to the contrary, the parties agree that the award of Outage Credit abatements and/or the termination of a particular Order (each, as expressly described in this Section A. Commitment Levels—General) shall be Licensee’s (orsole and exclusive remedies related to the occurrence of Interruptions of Licensor’s Essential Services. e. In the event that Licensee is entitled to Outage Credit abatements, the Outage Credit abatements shall be applied as a credit towards Licensee’s Base License Fees due in the immediately following month of the Order Term; provided, however, in the event that an Outage Credit abatement accrues during the final month of the Executive’s deathapplicable Order Term, Licensor will pay to Licensee the beneficiary’s or estate’s, or in the event amount of the Executive’s Disability, the guardian’s): Outage Credit abatement within thirty (a30) compliance with the provisions of Section 8 hereof; (b) delivery to the Company of an executed waiver and general release of any and all known and unknown claims, and other provisions and covenants, in the form acceptable to the Company (which shall be delivered to the Executive within five (5) business days following the termination date) (the “General Release”) within 21 days of presentation thereof by the Company to the Executive (or a longer period of time if required by law), and permitting the General Release to become effective in accordance with its terms; and (c) delivery to the Company of a resignation from all offices, directorships and fiduciary positions with the Company, its affiliates and employee benefit plans effective as of the termination date. Notwithstanding the due date of any post-employment payments, any amounts due following a termination under this Agreement (other than Accrued Amounts) shall not be due until after the expiration of any revocation period applicable to the General Release without the Executive having revoked such General Release, and any such amounts shall be paid or commence being paid to the Executive within fifteen (15) days of the expiration of such revocation period without Order Term. f. Notwithstanding anything to the occurrence contrary herein, if, at the time that Licensee become eligible to receive any Outage Credit abatements, there shall be an uncured Event of a revocation Default by the Executive (or such later date as may be required Licensee under Section 19 of this Agreement). Nevertheless (and regardless of whether the General Release has been executed by the Executive), upon any termination of the Executive’s employment, the Executive Licensee shall not be entitled to receive any Accrued Amounts, payable after the date of termination in accordance with the Company’s applicable plan, program, policy or payroll procedures. Notwithstanding anything to the contrary in this Agreement, if any severance pay or benefits are deferred compensation under Section 409A (as defined below), and the period during which the Executive may sign the General Release begins in one calendar year and the first payroll date following the period during which the Executive may sign the General Release occurs in the following calendar year, then the severance pay or benefit shall not be paid or the first payment shall not occur until the later calendar yearsuch Outage Credit abatement.

Conditions. Any payments or benefits made or provided pursuant to Section 11 (other than Accrued Amounts) are subject to the Executive’s (or, in the event of the Executive’s death, the beneficiary’s or estate’s, or in the event of the Executive’s Disability, the guardian’s): (a) compliance with the provisions of Section 8 hereof; (b) delivery to the Company of an executed waiver and general release of any and all known and unknown claims, and other provisions and covenants, in the form acceptable to the Company (which shall be delivered to the Executive within five (5) business days following the termination date) (the “General Release”) within 21 days of presentation thereof by the Company to the Executive (or a longer period of time if required by law), and permitting the General Release to become effective in accordance with its terms; and (c) delivery to the Company of a resignation from all offices, directorships and fiduciary positions with the Company, its affiliates and employee benefit plans effective as of the termination date. Notwithstanding the due date of any post-employment payments, any amounts due following a termination under this Agreement (other than Accrued Amounts) shall not be due until after the expiration of any revocation period applicable to the General Release without the Executive having revoked such General Release, and any such amounts shall be paid or commence being paid to the Executive within fifteen (15) days of the expiration of such revocation period without the occurrence of a revocation by the Executive (or such later date as may be required under Section 19 of this Agreement). Nevertheless (and regardless of whether the General Release has been executed by the Executive), upon any termination of the Executive’s employment, the Executive shall be entitled to receive any Accrued Amounts, payable after the date of termination in accordance with the Company’s applicable plan, program, policy or payroll procedures. a. Notwithstanding anything to the contrary contained elsewhere in the 2008 Amended Loan Agreement, the obligation of the Lender to agree to the modifications contemplated by this Amendment shall be subject to the performance by the Borrower prior to the date on which this Amendment is executed of all of its agreements to have been performed under the 2007 Amended Loan Agreement. The obligations to continue to make disbursements of proceeds under the Loans are, and shall remain, subject to the conditions precedent (a) set forth in the 2007 Amended Loan Agreement, (b) that the representations and warranties set forth in this Amendment be true, accurate and complete as of the date of this Amendment, and (c) that Borrower shall have fully complied with all of its promises and covenants set forth in this Amendment. b. In addition to other conditions set forth in this Amendment and the 2007 Amended Loan Agreement, if any severance including, without limitation, those applicable to the making of Loans, the obligations of the Lender under the 2008 Amended Loan Agreement shall be subject to the performance by the Borrower of all of its agreements to have been performed under the 2008 Amended Loan Agreement and to the receipt of the following, duly executed and dated the date of this amendment, and in form and substance satisfactory to the Lender and its counsel: i. a copy, certified by the Secretary or Assistant Secretary of the Borrower, of its Board of Directors' resolutions authorizing the execution, delivery, and performance of this Amendment and the 2008 Amended Loan Agreement; ii. A Restated Revolving Note in the form of Exhibit A to this Amendment. c. Borrower shall pay or benefits are deferred compensation under Section 409A (as defined below)reimburse Lender for all of its reasonable out-of-pocket costs, expenses and attorneys’ fees incurred in connection with this Amendment, and the period during which consummation of the Executive may sign transactions contemplated hereby, as agreed by the General Release begins in one calendar year and the first payroll date following the period during which the Executive may sign the General Release occurs in the following calendar year, then the severance pay or benefit shall not be paid or the first payment shall not occur until the later calendar yearparties.

Conditions. Any payments or benefits made or provided pursuant 7.1 Conditions to Section 11 (other than Accrued Amounts) are Each Party's Obligation to Effect the Merger. The respective obligation of ENVOY, ARM and the Shareholders to effect the Merger and Acquisition shall be subject to the Executive’s (or, in fulfillment at or prior to the event Closing Date of the Executive’s death, the beneficiary’s or estate’s, or in the event of the Executive’s Disability, the guardian’s):following conditions: (a) compliance No action or proceeding shall have been instituted before a court or other governmental body by any governmental agency or public authority to restrain or prohibit the transactions contemplated by this Agreement or to obtain an amount of damages or other material relief in connection with the provisions execution of Section 8 hereof;the Agreement or the related agreements or the consummation of the Merger; and no governmental agency shall have given notice to any party hereto to the effect that consummation of the transactions contemplated by this Agreement would constitute a violation of any law or that it intends to commence proceedings to restrain consummation of the Merger. (b) All consents, authorizations, orders and approvals of (or filings or registrations with) any governmental commission, board or other regulatory body, any lenders, lessors or other third parties, required in connection with the execution, delivery and performance of this Agreement shall have been obtained or made (including the expiration or termination of the waiting period for the HSR filings),except for filings in connection with the Merger and any other documents required to be filed after the Company Effective Time and except where the failure to have obtained or made any such consent, authorization, order, approval, filing or registration would not have a material adverse effect on the business of an executed waiver ENVOY and general release of any and all known and unknown claimsARM taken as a whole, and other provisions and covenants, in the form acceptable to the Company (which shall be delivered to the Executive within five (5) business days following the termination date) (the “General Release”) within 21 days of presentation thereof by the Company to the Executive (or a longer period of time if required by law), and permitting the General Release to become effective in accordance with its terms; andEffective Time. (c) delivery ENVOY shall have received copies of all resolutions adopted by the Board of Directors and Shareholders of ARM in connection with this Agreement and the transactions contemplated hereby. ARM and the Shareholders shall have received from ENVOY and Merger Sub copies of all resolutions adopted by the Board of Directors of each respective company and the shareholder of Merger Sub in connection with this Agreement and the transactions contemplated hereby. (d) ENVOY and the Shareholders shall have entered into a Registration Rights Agreement in substantially the form attached hereto as Exhibit 7.1. (e) ENVOY and ARM shall have received an opinion of Bass, Berr▇ & ▇ims ▇▇▇, generally to the Company effect that (i) the Merger qualifies as a reorganization under Section 368(a)(2)(E) of the Code, (ii) no material gain or loss will be recognized by ENVOY or ARM as a result of the Merger, (iii) the Shareholders who receive solely ENVOY Common Stock and cash in lieu of a resignation from all offices, directorships fractional share will recognize no gain or loss for federal income tax purposes with respect to the ENVOY Common Stock received in the Merger. 7.2 Conditions to Obligation of ARM and fiduciary positions with the Company, Shareholders to Effect the Merger. The obligation of ARM and the Shareholders to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date of the following conditions: (a) ENVOY shall have performed its affiliates agreements contained in this Agreement required to be performed on or prior to the Closing Date and employee benefit plans effective the representations and warranties of ENVOY and Merger Sub contained in this Agreement and in any document delivered in connection herewith shall be true and correct as of the termination dateClosing Date, and ARM and the Shareholders shall have received a certificate of the President or the Chief Financial Officer of ENVOY, dated the Closing Date, certifying to such effect. (b) ARM and the Shareholders shall have received a written opinion, dated as of the Closing Date, from the legal counsel of ENVOY, in form and substance satisfactory to it, as to certain matters agreed upon by legal counsel of ENVOY and ARM. 7.3 Conditions to Obligation of ENVOY and Merger Sub to Effect the Merger. Notwithstanding The obligations of ENVOY and Merger Sub to effect the due date Merger shall be subject to the fulfillment at or prior to the Closing Date of any post-employment payments, any amounts due the following a termination under conditions: (a) Each of ARM and the Shareholders shall have performed its agreements contained in this Agreement (other than Accrued Amounts) shall not required to be due until after the expiration of any revocation period applicable performed on or prior to the General Release without the Executive having revoked such General Release, and any such amounts shall be paid or commence being paid to the Executive within fifteen (15) days of the expiration of such revocation period without the occurrence of a revocation by the Executive (or such later date as may be required under Section 19 of this Agreement). Nevertheless (and regardless of whether the General Release has been executed by the Executive), upon any termination of the Executive’s employment, the Executive shall be entitled to receive any Accrued Amounts, payable after the date of termination in accordance with the Company’s applicable plan, program, policy or payroll procedures. Notwithstanding anything to the contrary in this Agreement, if any severance pay or benefits are deferred compensation under Section 409A (as defined below)Closing Date, and the period during which the Executive may sign the General Release begins in one calendar year representations and warranties of ARM and the first payroll date following Shareholders contained in this Agreement and in any document delivered in connection herewith shall be true and correct as of the period during which Closing Date, and ENVOY shall have received a certificate of the Chief Executive Officer of ARM and the Shareholders, dated the Closing Date, certifying to such effect. (b) ENVOY shall be satisfied that the Merger will qualify for accounting by ENVOY as a pooling of interests under generally accepted accounting principles and under applicable rules and regulations of the Securities and Exchange Commission. In connection therewith, ENVOY shall have received, on or before the Closing Date, a letter from each of Ernst & Young LLP and Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ (or any other accountants of ENVOY's choosing) dated as of the Closing Date to the effect that the transactions contemplated by this Agreement may sign be treated by ENVOY as a "pooling of interests" for accounting purposes. (c) From December 31, 1997 through the General Release occurs Effective Time, there shall not have occurred any material change in the following calendar yearfinancial condition, then business, operations or prospects of ARM. (d) ENVOY shall have received a written opinion, dated as of the severance pay or benefit Closing Date, from the legal counsel of ARM, in form and substance satisfactory to it, as to certain matters agreed upon by legal counsel of ENVOY and ARM. (e) ENVOY shall not be paid or have received a written opinion from ENVOY's financial advisor that the first payment shall not occur until the later calendar yearMerger is fair, from a financial point of view, to ENVOY.

Conditions. Any payments or benefits made or provided pursuant to Section 11 (other than Accrued Amounts) are subject to the Executive’s (or, in the event of the Executive’s death, the beneficiary’s or estate’s, or in the event of the Executive’s Disability, the guardian’s): (a) Eligibility for and receipt of any Severance Benefits under the Plan are expressly conditioned on the Eligible Employee’s (i) execution of a Release in connection with his termination of employment with the Company; (ii) compliance with all the provisions terms and conditions of Section 8 hereof;such Release; (iii) compliance with all the terms and conditions of the restrictive covenants set forth in Article VI; (iv) execution of a written agreement that authorizes the deduction of amounts owed to the Company prior to the payment of any Severance Benefit (or in accordance with any other schedule as the Plan Administrator may determine to be appropriate); provided that, to the extent applicable, any such deduction shall be made in compliance with section 409A of the Code; and (v) acknowledgement that all decisions and determinations of the Plan Administrator shall be final and binding on the Eligible Employee, his beneficiaries and any other person having or claiming an interest under the Plan on his behalf. (b) delivery to If the Company Plan Administrator determines that the Eligible Employee has not fully complied with any of an executed waiver and general release the terms of any and all known and unknown claimsthe Plan or the Release, and other provisions and covenantsthe Plan Administrator, in the form acceptable to the Company (which shall be delivered to the Executive within five (5) business days following the termination date) (the “General Release”) within 21 days acting on behalf of presentation thereof by the Company to the Executive (or a longer period of time if required by law), and permitting the General Release to become effective in accordance with its terms; and (c) delivery to the Company of a resignation from all offices, directorships and fiduciary positions with the Company, its affiliates and employee benefit plans effective as may deny Severance Benefits not yet paid or discontinue the payment of the termination date. Notwithstanding Eligible Employee’s Severance Benefits and may require the due date Eligible Employee to repay any portion of any post-employment paymentsSeverance Benefits already received under the Plan, any amounts due following a termination under this Agreement (other than Accrued Amounts) shall not be due until after the expiration by providing written notice of any revocation period applicable such repayment obligation to the General Release without Eligible Employee. If the Executive having revoked such General ReleasePlan Administrator notifies a Participant that repayment of all or any portion of the Severance Benefits received under the Plan is required, and any such amounts shall be paid or commence being paid to the Executive repaid within fifteen (15) 30 calendar days of the expiration of such revocation period without date the occurrence of a revocation by the Executive written notice is sent. Any remedy under this subsection (or such later date as may be required under Section 19 of this Agreement). Nevertheless (and regardless of whether the General Release has been executed by the Executive), upon any termination of the Executive’s employment, the Executive b) shall be entitled to receive any Accrued Amounts, payable after the date of termination in accordance with the Company’s applicable plan, program, policy or payroll procedures. Notwithstanding anything to the contrary in this Agreement, if any severance pay or benefits are deferred compensation under Section 409A (as defined below)addition to, and not in place of, any other remedy, including injunctive relief, that the period during which the Executive Company may sign the General Release begins in one calendar year and the first payroll date following the period during which the Executive may sign the General Release occurs in the following calendar year, then the severance pay or benefit shall not be paid or the first payment shall not occur until the later calendar yearhave.

Conditions. Any payments or benefits made or provided pursuant to Section 11 (other than Accrued Amounts) are subject to the Executive’s (or, in the event of the Executive’s death, the beneficiary’s or estate’s, or in the event of the Executive’s Disability, the guardian’s): (a) compliance All alterations shall be made in accordance with such conditions as Landlord may reasonably impose and at such times and in such manner as Landlord may from time to time reasonably designate. Tenant shall give Landlord at least thirty (30) days' prior written notice of the provisions proposed commencement of Section 8 hereof;any work, and Landlord shall have the right to post and record appropriate notices of nonresponsibility on or about the Building and with any recorder's office. Tenant shall secure, at Tenant's sole cost, a lien and completion indemnity bond for the benefit of Landlord, in an amount satisfactory to Landlord, insuring the completion of said work. (b) delivery If alterations requested by Tenant are made by Landlord, Tenant shall pay Landlord within ten (10) days of demand the cost therefor plus ten percent (10%) for Landlord's overhead and profit. If Landlord gives its consent to the Company making of an executed waiver and general release alterations by Tenant, Tenant shall, within ten (10) days of any demand, pay to Landlord five percent (5%) of the cost of said work for Landlord's overhead, and all known and unknown claims, and other provisions and covenants, in the form acceptable to the Company (which such work shall be delivered to the Executive within five (5) business days following the termination date) (the “General Release”) within 21 days of presentation thereof by the Company to the Executive (or a longer period of time if required by law), and permitting the General Release to become effective done in accordance with such requirements and upon such conditions as Landlord, in its terms; andsole discretion, may impose. Any review or approval by Landlord of any plans or specifications with respect to any alteration is solely for Landlords benefit, and without any representation or warranty whatsoever to Tenant with respect to the adequacy, correctness or sufficiency thereof or otherwise. (c) delivery In the event Tenant shall make any permitted alterations, additions or changes to the Company Premises, Landlord may require that Tenant carry "Builder's All Risk" insurance in an appropriate amount covering the construction of a resignation from all officessuch alterations, directorships and fiduciary positions with the Company, its affiliates and employee benefit plans effective as of the termination date. Notwithstanding the due date of any post-employment payments, any amounts due following a termination under this Agreement (other than Accrued Amounts) shall not be due until after the expiration of any revocation period applicable to the General Release without the Executive having revoked such General Releaseadditions or changes, and any such amounts other insurance as Landlord may require, it being understood and agreed that all of such alterations, additions or changes shall be paid or commence being paid insured by Tenant pursuant to the Executive within fifteen (15) days of the expiration of such revocation period without the occurrence of a revocation by the Executive (or such later date as may be required under Section 19 of this Agreement). Nevertheless (and regardless of whether the General Release has been executed by the Executive), upon any termination of the Executive’s employment, the Executive shall be entitled to receive any Accrued Amounts, payable after the date of termination in accordance with the Company’s applicable plan, program, policy or payroll procedures. Notwithstanding anything to the contrary in this Agreement, if any severance pay or benefits are deferred compensation under Section 409A (as defined below), and the period during which the Executive may sign the General Release begins in one calendar year and the first payroll date following the period during which the Executive may sign the General Release occurs in the following calendar year, then the severance pay or benefit shall not be paid or the first payment shall not occur until the later calendar yearArticle 22 hereof.

Conditions. Any payments or benefits made or provided pursuant to Section 11 12 (other than Accrued Amounts) are subject to the Executive’s (or, in the event of the Executive’s death, the beneficiary’s or estate’s, or in the event of the Executive’s Disability, the guardian’s):: (a) compliance with the provisions of Section 8 hereof; (b) delivery to the Company of an executed waiver and general release of any and all known and unknown claims, and other provisions and covenants, in the form acceptable to the Company (which shall be delivered to the Executive within five (5) business days following the termination date) (the “General Release”) within 21 days of presentation thereof by the Company to the Executive (or a longer period of time if required by law), and permitting the General Release to become effective in accordance with its terms; and (cb) delivery to the Company of a resignation from all offices, directorships and fiduciary positions with the Company, Company and its affiliates and employee benefit plans effective as of the termination date. Notwithstanding the due date of any post-employment payments, any amounts due following a termination under this Agreement (other than Accrued Amounts) shall not be due until after the expiration of any revocation period applicable to the General Release without the Executive having revoked such General Release, and any such amounts shall be paid or commence being paid to the Executive within fifteen (15) days of the expiration of such revocation period without the occurrence of a revocation by the Executive (or such later date as may be required under Section 19 20 of this Agreement). Nevertheless (and regardless of whether the General Release has been executed by the Executive), upon any termination of the Executive’s employment, the Executive shall be entitled to receive any Accrued Amounts, payable after the date of termination in accordance with the Company’s applicable plan, program, policy or payroll procedures. Notwithstanding anything to the contrary in this Agreement, if any severance pay or benefits are deferred compensation under Section 409A (as defined below), and the period during which the Executive may sign the General Release begins in one calendar year and the first payroll date following the period during which the Executive may sign the General Release occurs in the following calendar year, then the severance pay or benefit shall not be paid or the first payment shall not occur until the later calendar year.

Conditions. Any payments This policy, any endorsement hereon and the schedule shall be read together as one contract and any word or benefits made expression to which a specific meaning has been attached in any part of this policy or provided pursuant to Section 11 (other than Accrued Amounts) are subject to of the Executive’s (or, in schedule shall bear such specific meaning wherever it may appear. 1. In the event of the Executive’s deathany incident, circumstance which may give rise to a claim for indemnity under this policy, the beneficiary’s or estate’s, or Insured shall give immediate notice in the event of the Executive’s Disability, the guardian’s): (a) compliance with the provisions of Section 8 hereof; (b) delivery writing to the Company of an executed waiver and general release of any and all known and unknown claims, and other provisions and covenants, in the form acceptable to the Company (which shall be delivered to the Executive within five (5) business Insurer. Such notice having been given not later than 30 days following the termination date) (the “General Release”) within 21 days of presentation thereof by the Company to the Executive (or a longer period of time if required by law), and permitting the General Release to become effective in accordance with its terms; and (c) delivery to the Company of a resignation from all offices, directorships and fiduciary positions with the Company, its affiliates and employee benefit plans effective as of the termination date. Notwithstanding the due date of any post-employment payments, any amounts due following a termination under this Agreement (other than Accrued Amounts) shall not be due until after the expiration of the policy period, any revocation period applicable claim to the General Release without the Executive having revoked such General Releasewhich that circumstance has given rise, and any such amounts shall which may be paid or commence being paid to the Executive made within fifteen (15) days of 36 months after the expiration of such revocation the period specified in the schedule, shall be deemed for the purpose of this policy to have been made during the existence hereof. 2. The Insured shall not admit liability or settle or make or promise any payment in respect of any claim which may be the subject of indemnity hereunder, or incur any costs or expenses in connection therewith, without the occurrence of a revocation by the Executive (or such later date as may be required under Section 19 of this Agreement). Nevertheless (and regardless of whether the General Release has been executed by the Executive), upon any termination written consent of the Executive’s employmentInsurer, the Executive which shall be entitled to receive take over and conduct in the name of the Insured the defence and/or settlement of any Accrued Amountssuch claim, payable after for which purpose the Insured shall give all the information and assistance that the Insurer may reasonably require. The Insurer will not settle any claim without the consent of the Insured. If, however, the Insured refuses to consent to any settlement recommended by the Insurer and shall elect to contest or continue any legal proceedings, then the liability of the Insurer shall not exceed the amount for which the claim could have been so settled, plus the costs and expenses incurred with their consent up to the date of termination such refusal. 3. Where a retroactive date is specified in accordance with the Company’s applicable planschedule, programthis insurance does not apply to claims made against the Insured by reason of any negligent act, policy error or payroll procedures. Notwithstanding anything omission which occurred or was committed, or is alleged to have occurred or committed prior to the contrary said retroactive date. 4. The Insured shall at all times a) maintain accurate descriptive records of all professional services which records shall be available for inspection and use by the Insurer or their duly appointed representatives insofar as they pertain to any claim hereunder, b) give to the Insurer or their duly appointed representatives such information, assistance and signed statements as the Insurer may require, and c) assist in the defence of any claim without charge to the Insurer; 5. In the event of any dispute arising between the Insured and the Insurer, this Agreementinsurance shall be governed by the law of the country specified in the schedule, whose courts only shall have jurisdiction in any dispute arising hereunder. 6. It is hereby agreed that if any severance pay payment is made under this insurance in respect of a claim, the Insurer is thereupon subrogated to all the Insured's rights of recovery in relation thereto. 7. If the Insured makes any claim knowing the same to be fraudulent or benefits are deferred compensation false, as regards amount or otherwise, this insurance shall become void and all claims there-under Section 409A (as defined below), and the period during which the Executive may sign the General Release begins in one calendar year and the first payroll date following the period during which the Executive may sign the General Release occurs in the following calendar year, then the severance pay or benefit shall be forfeited. 8. This insurance shall not be paid called upon in contribution and shall only pay such loss if and so far as it is not recoverable under any other insurance. 9. The indemnity provided by this policy is restricted to apply in respect of a) compensation resulting from judgement rendered by or obtained from a court of competent jurisdiction in the territory stated in the schedule b) charges, expenses and legal costs incurred and recoverable in the territory stated in the schedule. 10. In the absence of a local, legal regulation regarding cancellation, this insurance may be cancelled by the Insured at any time by giving written notice to the Insurer. This insurance may also be cancelled by or on behalf of the Insurer by registered, certified or other first class mail, to the Insured's address as shown in the schedule containing written notice about when, not less than 30 days thereafter, the cancellation shall be effective. The mailing of such notice as aforesaid shall be sufficient proof of notice and this insurance shall terminate at the date and hour specified in such notice. 11. If this insurance is cancelled by the Insured, the Insurer shall refund the customary short rate proportion of the premium hereon. If this insurance is cancelled by, or on behalf of, the Insurer for any reason other than non-payment of the premium or any breach of contract by the Insured, the Insurer shall refund the pro rata proportion of the premium hereon. 12. Payment or tender of any unearned premium by the Insurer shall not be a precondition for the validity of cancellation, but such payment shall not occur until be made as soon as practicable. 13. If the later calendar yearperiod of limitation relating to the giving of notice is prohibited or made void by any law controlling the construction thereof, such period shall be deemed to be amended so as to be equal to the minimum period of limitation permitted by such law.

Conditions. (1) Notwithstanding anything contained in this Agreement to the contrary, the Company will not be required to make the payments and provide the benefits stated in this Section 6 (other than the Accrued Compensation) unless you execute and deliver to the Company the Release of Claims in the form attached hereto as Attachment A (the “Release”). For the avoidance of doubt, the parties acknowledge that your right to elect COBRA coverage is not subject to your execution of a Release. The Release shall be provided to you no later than two days after your termination, and must be executed by you and become effective and not be revoked by you by the 55th day following your termination (the period following your termination until the Release becomes effective being the “Release Period”). Any payments or benefits made or provided pursuant to in this Section 11 6 (other than the Accrued AmountsCompensation) are subject that would have been paid or provided to you during the Executive’s Release Period shall be paid or provided on the next regularly scheduled Company payroll date following the Release Period. (or2) The Company will not be required to make the payments and provide the benefits stated in Section 6(c), in (e) or (g) (other than the event Accrued Compensation, the Earned Annual Incentive, the Accrued Annual Incentive and the Health Payments) unless you comply with Section 8(c) until the end of the Executive’s death, “Non-Competition Period” and Section 8(d) until the beneficiary’s or estate’s, or in the event end of the Executive’s Disability“Non-Solicitation Period,” in each case, as stated in your Schedule. If you fail to comply with Section 8(c) until the guardian’s):end of your Non-Competition Period or Section 8(d) until the end of your Non-Solicitation Period, other than any isolated, insubstantial and inadvertent failure that is not in bad faith, you will: (aA) compliance with forfeit all Performance Awards that have not vested at the provisions time of Section 8 hereof; determination (b) delivery to the Company of an executed waiver and general release of any and all known and unknown claims, and other provisions and covenants, Performance Awards in the form acceptable to of options and stock appreciation rights that have not been exercised at the Company time of determination (which shall be delivered to whether vested or unvested)) and all Annual Incentive Equity that have not vested at the Executive within five (5) business days following the termination date) (the “General Release”) within 21 days time of presentation thereof by the Company to the Executive (or a longer period of time if required by law), and permitting the General Release to become effective in accordance with its termsdetermination; and (cB) delivery pay to the Company Group the amount of a resignation all gain to you from all officesthe —▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ end of your employment through the time of determination from (A) the vesting and/or exercise of any Performance Awards, directorships and fiduciary positions with (B) the vesting of any Annual Incentive Equity. (3) To determine the amount you owe under Section 6(h)(2)(B): (A) The value of the Company’s common stock on any date will be calculated using the average closing price of the Company’s common stock for the 20 full trading days ending on that date. (B) Gain on the exercise of Performance Awards in the form of options or stock appreciation rights will be based on the value of the Company’s common stock on the date of exercise. (C) Gain on the vesting of any Performance Awards and Annual Incentive Equity will be based on the value of the Company’s common stock on the date of vesting. (4) You will pay the Group under Section 6(h)(2) within 5 days of notice by the Company, its affiliates and employee benefit plans effective as of the termination date. Notwithstanding the due date of any post-employment payments, any amounts due following a termination under this Agreement (other than Accrued Amounts) shall not be due until after the expiration of any revocation period applicable to the General Release without the Executive having revoked such General Release, and any such amounts shall be paid or commence being paid to the Executive within fifteen (15) days of the expiration of such revocation period without the occurrence of a revocation by the Executive (or such later date as may be required under Section 19 of this Agreement). Nevertheless (and regardless of whether the General Release has been executed by the Executive), upon any termination of the Executive’s employment, the Executive shall be entitled to receive any Accrued Amounts, payable after the date of termination notice will be the date of determination for purposes of this Section. You will pay the Group in cash. However, you may choose to deliver Company common stock (valued in accordance with Section 6(h)(3)) in partial or full satisfaction of your obligation. Your obligations under Section 6(h)(2) are full recourse obligations. The Company will have the Company’s applicable planright to offset your obligations under Section 6(h)(2) against any amounts otherwise owed to you by any member of the Group, program, policy or payroll procedures. Notwithstanding anything to the contrary in including under this Agreement, if any severance pay or benefits are deferred compensation under Section 409A (as defined below), and the period during which the Executive may sign the General Release begins in one calendar year and the first payroll date following the period during which the Executive may sign the General Release occurs in the following calendar year, then the severance pay or benefit shall not be paid or the first payment shall not occur until the later calendar year.

Conditions. Any payments or benefits made or provided pursuant to Section 11 8 (other than Accrued Amounts) are subject to the Executive’s (or, in the event of the Executive’s death, the beneficiary’s or estate’s, or in the event of the Executive’s Disability, the guardian’s): (a) compliance with the provisions of Section 8 11 hereof; (b) delivery to the Company of an the executed waiver Agreement and general release of any and all known and unknown claims, and other provisions and covenants, in the form acceptable to the Company (which shall be delivered to the Executive within five (5) business days following the termination date) General Release (the “General Release”), which shall be in the form attached hereto as Appendix A (with such changes therein or additions thereto as needed under then applicable law to give effect to its intent and purpose) within 21 days following the date of presentation thereof by the Company to the Executive (or a longer period termination of time if required by law)employment, and permitting the General Release to become effective in accordance with its terms; and (c) delivery to the Company of a resignation from all offices, directorships and fiduciary positions with the Company, its affiliates and employee benefit plans effective as plans, by no later than 90 days following termination of the termination dateemployment. Notwithstanding the due date of any post-employment payments, any amounts due following a termination under this Agreement (other than Accrued Amounts) shall not be due until after the expiration of any revocation period applicable to the General Release without the Executive having revoked such General Release, and any such amounts shall be paid or commence being paid to the Executive within fifteen (15) days of on the Company’s first ordinary payroll date occurring on or after the expiration of such revocation period without the occurrence of a revocation by the Executive (or such later date as may be required under Section 19 18 or the final sentence of this AgreementSection 9). Nevertheless (and regardless of whether the General Release has been executed by the Executive), upon any termination of the Executive’s employment, the Executive shall be entitled to receive any Accrued Amounts, payable after the date of termination in accordance with the Company’s applicable plan, program, policy or payroll procedures. Notwithstanding anything to the contrary in this Agreement, if any severance pay or benefits are deferred compensation under Section 409A (as defined below), and the period during which the Executive may sign the General Release begins in one calendar year and the first payroll date following the period during which the Executive may sign the General Release occurs ends in the following calendar yearanother, then the severance pay or benefit shall not be paid or the first payment shall not occur until the later calendar year.

Conditions. Any payments The issuance, amendment or benefits made or provided pursuant to Section 11 (other than Accrued Amounts) are extension of any Facility Letter of Credit is subject to the Executive’s satisfaction in full of the following conditions on the Issuance Date: (ori) the Borrower shall have delivered to the Issuing Bank at such times and in such manner as the Issuing Bank may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuing Bank in form and content; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuing Bank from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuing Bank and no directive from any governmental authority with jurisdiction over the Issuing Bank shall prohibit such Issuing Bank from issuing Letters of Credit generally or from issuing that Facility Letter or Credit; (iii) The following statements shall be true, and the Agent and such Issuing Bank shall have received a certificate, substantially in the event form of the Executive’s deathcertificate attached hereto as Exhibit F, the beneficiary’s or estate’s, or in the event signed by a duly authorized officer of the Executive’s Disability, Borrower dated the guardian’s):Issuance Date stating that: (a) compliance with The representations and warranties contained in Article IV of this Agreement are correct on and as of such Issuance Date as though made on and as of such Issuance Date except to the provisions extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct as of Section 8 hereofsuch earlier date; (b) delivery to No Default or Event of Default has occurred and is continuing or would result from the Company issuance, amendment or extension of an executed waiver and general release such Facility Letter of any and all known and unknown claims, and other provisions and covenants, in the form acceptable to the Company (which shall be delivered to the Executive within five (5) business days following the termination date) (the “General Release”) within 21 days of presentation thereof by the Company to the Executive (or a longer period of time if required by law), and permitting the General Release to become effective in accordance with its termsCredit; and (c) delivery to Upon the Company issuance, amendment or extension of a resignation from all officesthe requested Facility Letter of Credit on such Issuance Date, directorships and fiduciary positions with the Company, its affiliates and employee benefit plans effective aggregate outstanding amount of Permitted Senior Debt shall not exceed the Borrowing Base as of the termination date. Notwithstanding the due date of any post-employment payments, any amounts due following a termination under this Agreement most recent Inventory Valuation Date; and (other than Accrued Amountsiv) shall not be due until after the expiration of any revocation period applicable to the General Release without the Executive having revoked such General Release, and any such amounts shall be paid or commence being paid to the Executive within fifteen (15) days of the expiration of such revocation period without the occurrence of a revocation by the Executive (or such later date as may be required under Section 19 of this Agreement). Nevertheless (and regardless of whether the General Release has been executed by the Executive), upon any termination of the Executive’s employment, the Executive shall be entitled to receive any Accrued Amounts, payable after the date of termination in accordance with the Company’s applicable plan, program, policy or payroll procedures. Notwithstanding anything to the contrary in this Agreement, if any severance pay or benefits are deferred compensation under Section 409A (as defined below), The Issuing Bank and the period during which the Executive Agent shall have received such other approvals, opinions, or documents as either may sign the General Release begins in one calendar year and the first payroll date following the period during which the Executive may sign the General Release occurs in the following calendar year, then the severance pay or benefit shall not be paid or the first payment shall not occur until the later calendar yearreasonably request.

Conditions. Any payments or benefits made or provided pursuant to Section 11 (other than Accrued Amounts1) Grants are subject not payable by the Municipality until such time as all taxes outstanding has been paid to the Executive’s Municipality. Grants are also not payable by the Municipality until such time as all possible assessment appeals have been filed and decided. If property taxes are owing on the Site for more than one full year, the Municipality will have the option, without notice and at its own discretion, of terminating the grant payments, thereby eliminating all grant obligations to the Applicant. 2) If all or a portion of the Site is demolished within one year of the Grant being paid by the Municipality, it shall cause the grant to be forfeited and be repayable to the Municipality. It is to be repaid on, or before, the first day of municipal tax collection following the demolition. Demolition, in part, may be permitted entirely at the discretion of the Municipality without a requirement for repayment, but only in those instances where a written request by the property owner is received and a corresponding letter of permission is granted to the Municipality. 3) Grants will not be paid to Applicants who are currently involved in active litigation with the Municipality or to properties having any issues with noncompliance, outstanding work orders (orFire and/or Building) and/or Zoning Orders. 4) The applicant agrees to complete the work as described in Schedule ‘B’ within 12 months of executing the CIP agreement. Further, the applicant agrees to submit documents for payment of the Grant within 2 years of executing this agreement. 5) The Applicant will be responsible for ensuring that they can be contacted by the Municipality for the purpose of delivering the grant payment. If applicants cannot be reached over a protracted period (greater than one year), the Municipality will have the option, without notice at its own discretion, of terminating the grant payment, thereby eliminating all grant obligations to the Applicant. 6) Prior to the issuance of the grant monies by the Municipality, the Applicant agrees to provide all Required Receipts to the Municipality for review and the Municipality may, at its discretion, refuse payment of the grant or a portion thereof if the Municipality is not satisfied that the Required Receipts adequately account or describe what works and associated costs were undertaken. 7) Prior to the issuance of the grant monies by the Municipality, the Applicant agrees to permit the Chief Building Official or their designate to enter onto the property for the purposes of inspecting the works undertaken. The Municipality may, at its discretion, refuse payment of the grant or a portion thereof if, in the event opinion of the Executive’s deathChief Building Official, the beneficiary’s or estate’s, or in the event of the Executive’s Disability, the guardian’s): (a) compliance with the provisions of Section 8 hereof; (b) delivery to the Company of an executed waiver and general release of any and all known and unknown claims, and other provisions and covenants, in the form acceptable to the Company (which shall be delivered to the Executive within five (5) business days following the termination date) (the “General Release”) within 21 days of presentation thereof by the Company to the Executive (or a longer period of time if required by law), and permitting the General Release to become effective works undertaken were not in accordance with its terms; and (c) delivery to good workmanship and/or do not meet the Company of a resignation from all offices, directorships and fiduciary positions with the Company, its affiliates and employee benefit plans effective as of the termination date. Notwithstanding the due date requirements of any post-employment paymentsmunicipal, any amounts due following a termination under this Agreement (other than Accrued Amounts) shall not be due until after the expiration of any revocation period applicable to the General Release without the Executive having revoked such General Release, and any such amounts shall be paid provincial or commence being paid to the Executive within fifteen (15) days of the expiration of such revocation period without the occurrence of a revocation by the Executive (federal building or such later date as safety regulations. 8) The Applicant may be required under Section 19 at the discretion of this Agreement)the Municipality to post a sign advertising the Community Improvement Plan program for a period of no more than two months. Nevertheless (and regardless of whether the General Release has been executed Said sign shall be provided by the Executive)Municipality, upon any termination and be posted in a location visible from the street. 9) Section 7.3.14 of the Executive’s employment, Community Incentive Plan (“CIP”) provides that: Project works approved for incentive funding under the Executive shall CIP must be entitled to receive any Accrued Amounts, payable after the date of termination carried out and completed in accordance with the Company’s applicable plandescription of project provided in the application and associated supporting materials. Should any works, programin the opinion of the Municipality, policy be inconsistent with the original description of the project, the Municipality may delay, reduce, or payroll procedures. Notwithstanding anything otherwise cancel any approved incentives and may require the applicant to repay any incentives dispersed to date. 10) If the Municipality requires repayment of any “incentives dispersed to date” in accordance with section 7.3.14 of the CIP, the Applicant shall be liable to repay the Municipality all Grant monies disbursed if the Grant monies were disbursed to the contrary Applicant. 11) Proposed works must conform to the Middlesex County Official Plan, Strathroy-Caradoc Official Plan, Strathroy-Caradoc Zoning By-law, and any other applicable planning legislation/documents. Proposed works shall be carried out in accordance with, or exceed, the applicable minimum requirements of the Ontario Building Code and Accessibility for Ontarians with Disabilities Act. 12) The Applicant, shall indemnify the Municipality against all actions, causes of action, suits, claims or demands whatsoever which may arise, either directly or indirectly by reason of the Applicant undertaking or failing to undertake the works and other obligations set out in this Agreement. The issuance of an insurance policy shall not relieve the Applicant from their responsibility from indemnifying the Municipality for liability not covered by such insurance or in excess of policy limits of such insurance. 13) In addition to the foregoing provisions, if any severance pay or benefits are deferred compensation under Section 409A the Applicant agree to indemnify and hold harmless and defend the Municipality, the Municipality’s officers and employees from and against all claims and suits by third parties for damages, injuries to persons (as defined belowincluding death), property damages, losses, and expenses including court costs and reasonable legal fees, arising out of, or resulting from, Applicant activities associated with the period during which works, and without limiting the Executive may sign foregoing, including all such causes of action based upon common, constitutional, or statutory law, or based in whole or in part, upon allegations of negligent or intentional acts on the General Release begins in one calendar year and part of the first payroll date following Applicant, its officers, employees, agents, subcontractors, licensees, or invitees. 14) The Applicant understands that the period during which the Executive may sign the General Release occurs in the following calendar year, then the severance pay or benefit shall Agreement cannot be paid amended or the first payment shall not occur until the later calendar yearaltered and is final.

Conditions. Any payments or benefits made or provided pursuant The obligations of Adecco and Adecco, Inc. to Section 11 (other than Accrued Amounts) are Olsten with respect to Adecco, Inc.'s commitment to make the Term Loan shall be subject to the Executive’s (or, in the event satisfaction of the Executive’s death, following conditions prior to the beneficiary’s or estate’sdisbursement of funds: (i) No event shall have occurred and be continuing that would constitute a default, or in the event of the Executive’s Disability, the guardian’s): (a) compliance with the provisions passage of Section 8 hereoftime or the giving of notice or both, would constitute a default under the Promissory Note or would entitle Adecco, Inc. to accelerate a balance due, if any, under the Promissory Note; (bii) On or prior to the Incurrence Date, Olsten shall have issued and delivered to Adecco, Inc., and Adecco, Inc. shall have received from Olsten, the Promissory Note; (iii) On or prior to the Incurrence Date, Olsten and OHS shall have entered into the Contribution Agreement; (iv) On the Incurrence Date, Adecco shall have received a certificate, dated the Incurrence Date and signed by each of the Chief Executive Officer and the Chief Financial Officer of Olsten, certifying the following: (1) Olsten has all requisite corporate or other power and authority to issue, execute, sell and deliver the Promissory Note and to perform its obligations thereunder; (2) The Promissory Note (x) has been duly and validly authorized by Olsten for issuance and delivery to Adecco, Inc. on the Company Incurrence Date, (y) has been duly executed and delivered by Olsten and (z) is the legal, valid and binding obligation of an executed waiver and general release of any and all known and unknown claimsOlsten, and other provisions and covenants, in the form acceptable to the Company (which shall be delivered to the Executive within five (5) business days following the termination date) (the “General Release”) within 21 days of presentation thereof by the Company to the Executive (or a longer period of time if required by law), and permitting the General Release to become effective enforceable against Olsten in accordance with its terms; (3) The issuance of the Promissory Note and the incurrence of the Term Loan will not (x) violate Olsten's charter or bylaws or other organizational documents, (y) result in the default in the performance of any bond, debenture, note, indenture, mortgage, deed of trust or other agreement or instrument to which it is a party or by which it is bound or to which any of its properties is subject or (z) violate any local, state, federal or foreign law, statute, ordinance, rule, regulation, requirement, judgment or court decree; and (c4) delivery to the Company The conditions set forth in Sections 5.19(c)(i)-(iii) hereof have been satisfied; and (v) Adecco shall have received copies of a resignation from all offices, directorships such documents and fiduciary positions papers as it may reasonably request in connection with the Company, its affiliates and employee benefit plans effective as of the termination date. Notwithstanding the due date of any post-employment payments, any amounts due following a termination under this Agreement (other than Accrued Amounts) shall not be due until after the expiration of any revocation period applicable to the General Release without the Executive having revoked such General Release, and any such amounts shall be paid or commence being paid to the Executive within fifteen (15) days of the expiration of such revocation period without the occurrence of a revocation by the Executive (or such later date as may be required under Section 19 of this Agreement). Nevertheless (and regardless of whether the General Release has been executed by the Executive), upon any termination of the Executive’s employment, the Executive shall be entitled to receive any Accrued Amounts, payable after the date of termination in accordance with the Company’s applicable plan, program, policy or payroll procedures. Notwithstanding anything to the contrary in this Agreement, if any severance pay or benefits are deferred compensation under Section 409A (as defined below), and the period during which the Executive may sign the General Release begins in one calendar year and the first payroll date following the period during which the Executive may sign the General Release occurs in the following calendar year, then the severance pay or benefit shall not be paid or the first payment shall not occur until the later calendar yearTerm Loan.

Conditions. Any The following terms and conditions apply to your Program Award. 1. You must be a full-time, active employee of the Company on the Exit Date to receive and vest in the initial one-third portion of your Award. Additionally, you must be a full-time, active employee of the Company on each of the first and second anniversaries of the Exit Date to receive and vest in the second and third one-third portion of your Award, respectively, except that: a) if your employment with the Company terminates by reason of an Involuntary Termination (as defined in the Dynegy Inc. Executive Severance Pay Plan, as amended and restated effective January 1, 2008) after the Exit Date, then a pro-rated amount of any unvested portion of the Award shall become vested as of the date of such termination of employment, which amount shall be determined by multiplying the unvested portion of the Award by a fraction, the numerator of which shall be the number of calendar days that have elapsed between the date of your termination of employment and the Exit Date and the denominator of which shall be 730, but in no case shall such fraction be greater than one; b) if your employment with the Company terminates by reason of an Involuntary Termination (as defined in the Dynegy Inc. Executive Change in Control Severance Pay Plan, effective April 3, 2008 (the “CIC Plan”)) occurring (i) in connection with, but in no event earlier than sixty (60) days prior to, a Change in Control (as defined in the CIC Plan) or (ii) on or within two (2) years after the date upon which a Change in Control occurs, then 100% of the unvested Award amount shall become vested as of the date of such termination of employment, and you shall receive payment for 100% of any unpaid Award within thirty (30) days following that date; or c) if your employment with the Company terminates by reason of death, then 100% of the unvested Award amount shall become vested as of the date of such termination of employment, and your estate shall receive payment for 100% of any unpaid Award within thirty (30) days following that date. 2. Each of the Award payments will be subject to all applicable tax withholding, the payment of which will be due no later than the next available payroll cycle following the applicable vesting date. The Company shall be authorized to withhold cash from any Award payment as necessary to pay such tax withholding. 3. This Agreement does not constitute a contract of employment, either written or benefits made implied, with the Company. Nothing contained in this Agreement is intended to alter the “at-will” nature of your employment with the Company or to revise the terms of any employment agreement you may have previously executed with the Company. Nothing in this Agreement limits your ability to resign your employment with the Company at any time, with or without cause or notice, or the Company’s ability to terminate your employment at any time, with or without cause or notice. 4. This Agreement contains the entire agreement of the parties with respect to your Program on the date hereof. By signing this Agreement, you waive and disclaim any other term, condition, or representation, whether implied or otherwise. This Agreement does not, however, (i) supersede or invalidate any existing performance agreement or employment agreement with the Company, or (ii) limit the Company’s ability to adopt terms and conditions related to any equity award. This Agreement may be amended, waived, or terminated only by a written agreement executed by you and the Chair of the Committee, provided pursuant to Section 11 (other than Accrued Amounts) are that any such change shall be subject to the Executive’s (orapproval of the Committee. 5. This Agreement, and the Program Award, are not assignable and may not be pledged in anticipation of payment. 6. This Agreement will be governed by Texas law, and any disputes arising from this Agreement will be subject to the exclusive jurisdiction of the District Court of ▇▇▇▇▇▇ County, Texas. 7. In the event that you breach this Agreement, as determined at the sole discretion of the Committee, your right to any payment hereunder shall be relinquished, and you may be subject to further disciplinary action by the Company in its discretion up to and including termination. By executing this Agreement, you agree that, in the event of a breach, you shall have no recourse, legal or otherwise, to recover the Executive’s deathamount of the Award from the Company in any legal proceeding. 8. Notwithstanding anything in this Agreement to the contrary, the beneficiary’s or estate’s, or in Company intends for payment of this Program Award to comply with the event “short-term deferral rule” under Section 409A of the Executive’s DisabilityInternal Revenue Code of 1986, as amended (“Section 409A”). Accordingly, assuming the guardian’s): (a) compliance with the provisions of Section 8 hereof; (b) delivery to the Company of an executed waiver and general release of any and all known and unknown claims, and other provisions and covenants, conditions contained in the form acceptable to the Company (which shall be delivered to the Executive within five (5) business days following the termination date) (the “General Release”) within 21 days of presentation thereof by the Company to the Executive (or a longer period of time if required by law), and permitting the General Release to become effective in accordance with its terms; and (c) delivery to the Company of a resignation from all offices, directorships and fiduciary positions with the Company, its affiliates and employee benefit plans effective as of the termination date. Notwithstanding the due date of any post-employment payments, any amounts due following a termination under this Agreement (other than Accrued Amounts) shall not are satisfied, each payment to be due until after provided under the expiration of any revocation period applicable to the General Release without the Executive having revoked such General Release, and any such amounts Program shall be paid or commence being paid to you as soon as practicable following the Executive within fifteen (15) days applicable vesting date with respect to such payment, but in no event later than March 15 of the expiration year following the year in which such award is no longer subject to a substantial risk of such revocation period without forfeiture (within the occurrence meaning of a revocation Section 409A). If you are willing to abide by the Executive (or such later date as may be required under Section 19 terms of this Agreement), please sign your name and date of signing as provided below. Nevertheless (Sincerely, Dynegy Inc. ▇▇. ▇▇▇▇▇▇▇ ▇. Embler Chairman, Compensation and regardless of whether the General Release has been executed by the Executive), upon any termination Human Resources Committee of the Executive’s employmentBoard of Directors cc: ▇▇▇▇▇▇ ▇▇▇, the Executive shall be entitled Vice President Human Resources Agreed to receive any Accrued Amountson this day of January, payable after the date of termination in accordance with the Company’s applicable plan2012, program, policy or payroll procedures. Notwithstanding anything to the contrary in this Agreement, if any severance pay or benefits are deferred compensation under Section 409A (as defined below), and the period during which the Executive may sign the General Release begins in one calendar year and the first payroll date following the period during which the Executive may sign the General Release occurs in the following calendar year, then the severance pay or benefit shall not be paid or the first payment shall not occur until the later calendar year.by [EVP EMPLOYEE NAME]

Conditions. (1) Notwithstanding anything contained in this Agreement to the contrary, the Company will not be required to make the payments and provide the benefits stated in this Section 6 (other than the Accrued Compensation) unless you execute and deliver to the Company the Release of Claims in the form attached hereto as Attachment A (the “Release”). For the avoidance of doubt, the parties acknowledge that your right to elect COBRA coverage is not subject to your execution of a Release. The Release shall be provided to you no later than two days after your termination, and must be executed by you and become effective and not be revoked by you by the 55th day following your termination (the period following your termination until the Release becomes effective being the “Release Period”). Any payments or benefits made or provided pursuant to in this Section 11 6 (other than the Accrued AmountsCompensation) are subject that would have been paid or provided to you during the Executive’s Release Period shall be paid or provided on the next regularly scheduled Company payroll date following the Release Period. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ - 8 - (or2) The Company will not be required to make the payments and provide the benefits stated in Section 6(c), (e) or (g) (other than the Accrued Compensation, the Earned Annual Incentive, the Accrued Annual Incentive and the Health Payments) unless you comply with Section 8(c) until the end of the “Non-Competition Period” and Section 8(d) until the end of the “Non-Solicitation Period,” in each case, as stated in your Schedule. If you fail to comply with Section 8(c) until the end of your Non-Competition Period or Section 8(d) until the end of your Non-Solicitation Period, other than any isolated, insubstantial and inadvertent failure that is not in bad faith, you will: (A) forfeit all Performance Options (whether vested or unvested) and all Performance Stock Appreciation Rights (whether vested or unvested), in each case, that have not been exercised at the event time of the Executive’s death, the beneficiary’s or estate’s, or in the event of the Executive’s Disability, the guardian’s): (a) compliance with the provisions of Section 8 hereof; (b) delivery to the Company of an executed waiver and general release of any determination and all known and unknown claims, and other provisions and covenants, in Annual Incentive Equity that have not vested at the form acceptable to the Company (which shall be delivered to the Executive within five (5) business days following the termination date) (the “General Release”) within 21 days time of presentation thereof by the Company to the Executive (or a longer period of time if required by law), and permitting the General Release to become effective in accordance with its termsdetermination; and (cB) delivery pay to the Company Group the amount of a resignation all gain to you from all officesthe end of your employment through the time of determination from (A) the exercise of any Performance Options and Performance Stock Appreciation Rights, directorships and fiduciary positions with (B) the vesting of any Annual Incentive Equity. (3) To determine the amount you owe under Section 6(h)(2)(B): (A) The value of the Company’s common stock on any date will be calculated using the average closing price of the Company’s common stock for the 20 full trading days ending on that date. (B) Gain on the exercise of Performance Options and Performance Stock Appreciation Rights will be based on the value of the Company’s common stock on the date of exercise. (C) Gain on the vesting of any Annual Incentive Equity will be based on the value of the Company’s common stock on the date of vesting. (4) You will pay the Group under Section 6(h)(2) within 5 days of notice by the Company, its affiliates and employee benefit plans effective as of the termination date. Notwithstanding the due date of any post-employment payments, any amounts due following a termination under this Agreement (other than Accrued Amounts) shall not be due until after the expiration of any revocation period applicable to the General Release without the Executive having revoked such General Release, and any such amounts shall be paid or commence being paid to the Executive within fifteen (15) days of the expiration of such revocation period without the occurrence of a revocation by the Executive (or such later date as may be required under Section 19 of this Agreement). Nevertheless (and regardless of whether the General Release has been executed by the Executive), upon any termination of the Executive’s employment, the Executive shall be entitled to receive any Accrued Amounts, payable after the date of termination notice will be the date of determination for purposes of this Section. You will pay the Group in cash. However, you may choose to deliver Company common stock (valued in accordance with Section 6(h)(3)) in partial or full satisfaction of your obligation. Your obligations under Section 6(h)(2) are full recourse obligations. The Company will have the Company’s applicable planright to offset your obligations under Section 6(h)(2) against any amounts otherwise owed to you by any member of the Group, program, policy or payroll procedures. Notwithstanding anything to the contrary in including under this Agreement, if any severance pay or benefits are deferred compensation under Section 409A (as defined below), and the period during which the Executive may sign the General Release begins in one calendar year and the first payroll date following the period during which the Executive may sign the General Release occurs in the following calendar year, then the severance pay or benefit shall not be paid or the first payment shall not occur until the later calendar year.. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ - 9 -

Conditions. Any payments or benefits made or provided pursuant to Section 11 12 (other than Accrued Amounts) are subject to the Executive’s (or, in the event of the Executive’s death, the beneficiary’s or estate’s, or in the event of the Executive’s Disability, the guardian’s):: (a) compliance with the provisions of Section 8 hereof; (b) delivery to the Company of an executed waiver and general release of any and all known and unknown claims, and other provisions and covenants, in the form acceptable to the Company (which shall be delivered to the Executive within five (5) business days following the termination date) (the “General Release”) within 21 days of presentation thereof by the Company to the Executive (or a longer period of time if required by law), and permitting the General Release to become effective in accordance with its terms; and (cb) delivery to the Company of a resignation from all offices, directorships and fiduciary positions with the Company, Company and its affiliates and employee benefit plans effective as of the termination date. Notwithstanding the due date of any post-employment payments, any amounts due following a termination under this Agreement (other than Accrued Amounts) shall not be due until after the expiration of any revocation period applicable to the General Release without the Executive having revoked such General Release, and any such amounts shall be paid or commence being paid to the Executive within fifteen (15) days of the expiration of such revocation period without the occurrence of a revocation by the Executive (or such later date as may be required under Section 19 20 of this Agreement). Nevertheless (and regardless of whether the General Release has been executed by the Executive), upon any termination of the Executive’s employment, the Executive shall be entitled to receive any Accrued Amounts, payable after the date of termination in accordance with the Company’s applicable plan, program, policy or payroll procedures. Notwithstanding anything to the contrary in this Agreement, if any severance pay or benefits are deferred compensation under Section 409A (as defined below), and the period during which the Executive may sign the General Release begins in one calendar year and the first payroll date following the period during which the Executive may sign the General Release occurs in the following calendar year, then the severance pay or benefit shall not be paid or the first payment shall not occur until the later calendar year.of

Conditions. Any payments The Executive’s eligibility to receive and retain any “Post-Employment Compensation” (meaning any and all compensation, of any kind, provided in accordance with the applicable provision of Section 5 of this Agreement in connection with or benefits made following termination of employment, exclusive of Final Compensation) is subject to full satisfaction of all of the following as well as the covenant of confidentiality set forth in Section 7 below and the assignment of rights to Intellectual Property (as hereafter defined). The conditions to receipt of Post-Employment Compensation are as follows: (i) The Executive’s execution and return, to the person designated by the Company to receive notices on its behalf in accordance with Section 19 hereof, of a separation agreement substantially in the form attached hereto as Exhibit A that includes a timely and effective release of claims (“Separation Agreement”), within the time period specified therein. The Separation Agreement creates legally binding obligations and the Company therefore advises the Executive to consult an attorney before signing it. Notwithstanding any other provision of this Agreement, (i) the Company shall not be required to make any payment of Post-Employment Compensation unless and until a Separation Agreement has been executed by such holder and delivered to the Company, and the Separation Agreement has become irrevocable, all within sixty (60) days following the Date of Termination; and (ii) without limiting the generality of the foregoing, the Company shall not be or provided pursuant become obligated to Section 11 make any such payment unless a Separation Agreement is so executed and delivered and the Separation Agreement has become irrevocable before the expiration of such sixty (60)-day period. The foregoing provisions relating to a Separation Agreement and any other than Accrued Amountsprovisions herein relating to a Separation Agreement are not in limitation of any claims provisions contained in the LLC Agreement and the provisions of the LLC Agreement relating to releases shall apply in accordance with their terms. (ii) are subject Forbearance by the Executive for twelve (12) months following the Date of Termination from competition with the business of the Company and its Immediate Affiliates anywhere in the world where the Company or any of those Immediate Affiliates is doing business (the “Restricted Area”), whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise. Specifically, but without limiting the foregoing, in order to satisfy this condition, the Executive must forbear from engaging in any activity that is competitive, or is in preparation to engage in competition, with the business of the Company and its Immediate Affiliates and further the Executive must forbear from working or providing services, in any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, for or to any person or entity engaged in the business of the Company and its Immediate Affiliates anywhere within the Restricted Area. The business of the Company and its Immediate Affiliates is the business of the Products and, with regard to any particular Product, all items, products and services that may be used in substitution for such Product, but only within the same sport or sports. For illustrative purposes only, competitors of the Company and its Immediate Affiliates on the date of this Agreement include Amer Sports Corporation and Jarden Corporation and their respective subsidiaries. The foregoing condition, however, shall not fail to be met solely due to the Executive’s passive ownership of less than 3% of the equity securities of any publicly traded company. (oriii) Forbearance by the Executive for twelve (12) months following the Date of Termination from any direct or indirect solicitation or encouragement of any of the Customers of the Company or any of its Immediate Affiliates to terminate or diminish their relationship with the Company or any of its Immediate Affiliates and from any direct or indirect solicitation or encouragement of any of the Customers or Prospective Customers of the Company or any of its Immediate Affiliates to conduct with himself or any other Person (as defined in Section 14 hereof) any business or activity which such Customer or Prospective Customer conducts or could conduct with the Company or any of its Immediate Affiliates. For purposes of this Section 5(g) and Section 9 hereof, a Customer is a person or entity which was such at any time during the twelve (12) months prior to the Date of Termination and a Potential Customer is a person or entity contacted by the Company or any of its Immediate Affiliates to become such at any time within twelve (12) months prior to the Date of Termination other than by general advertisement, provided, in each case, that the event Executive had contact with such Customer or Potential Customer through his employment or other associations with the Company or had access to Confidential Information that would assist in his solicitation of such Customer or Potential Customer in competition with the Company or any of its Immediate Affiliates. (iv) Forbearance by the Executive for twelve (12) months following the Date of Termination from directly or indirectly hiring or otherwise engaging the services of any employee, independent contractor or other agent providing services to the Company or any of its Immediate Affiliates and from soliciting any such employee, independent contractor or agent to terminate or diminish his/her/its relationship with the Company or any of its Immediate Affiliates; provided that this clause (iii) shall not restrict the Executive’s deathright to solicit prospective employees, the beneficiary’s independent contractors or estate’s, or in the event of the Executive’s Disability, the guardian’s): (a) compliance with the provisions of Section 8 hereof; (b) delivery agents pursuant to the Company of an executed waiver a general advertisement not specifically directed at such Persons and general release of to hire any and all known and unknown claims, and other provisions and covenants, in the form acceptable to the Company (which shall be delivered to the Executive within five (5) business days following the termination date) (the “General Release”) within 21 days of presentation thereof by the Company to the Executive (or a longer period of time if required by law), and permitting the General Release to become effective in accordance with its terms; and (c) delivery to the Company of a resignation from all offices, directorships and fiduciary positions with the Company, its affiliates and employee benefit plans effective as of the termination date. Notwithstanding the due date of any post-employment payments, any amounts due following a termination under this Agreement Persons (other than Accrued Amountsany Person who was a direct report of the Executive during his employment) who respond thereto. For purposes of this Section 5(g) and Section 9 hereof, an employee, independent contractor or agent means any Person who was performing services for the Company or any of its Immediate Affiliates in such capacity at any time during the twelve (12) months immediately preceding the Date of Termination; provided, however, that the solicitation or hiring of any independent contractor that is not an individual and provides services to multiple clients shall not be due until after the expiration of any revocation period applicable to the General Release without the Executive having revoked such General Release, and any such amounts shall be paid or commence being paid to the Executive within fifteen (15) days of the expiration of such revocation period without the occurrence of a revocation by the Executive (or such later date as may be required under Section 19 violation of this Agreement). Nevertheless (and regardless of whether Section 5(g)(iv) so long as such solicitation or hiring does not cause the General Release has been executed by the Executive), upon any termination of the Executive’s employment, the Executive shall be entitled independent contractor to receive any Accrued Amounts, payable after the date of termination in accordance terminate or diminish its relationship with the Company’s applicable plan, program, policy Company or payroll procedures. Notwithstanding anything to the contrary in this Agreement, if any severance pay or benefits are deferred compensation under Section 409A (as defined below), and the period during which the Executive may sign the General Release begins in one calendar year and the first payroll date following the period during which the Executive may sign the General Release occurs in the following calendar year, then the severance pay or benefit shall not be paid or the first payment shall not occur until the later calendar yearof its Immediate Affiliates.

Conditions. Any payments or benefits made or provided pursuant to Section 11 (other than Accrued Amounts) are subject to the Executive’s (or, in the event of the Executive’s death, the beneficiary’s or estate’s, or in the event of the Executive’s Disability, the guardian’s):: (a) compliance with the provisions of Section 8 hereofConfidentiality Agreement; (b) delivery to the Company of an executed waiver and general release of any and all known and unknown claims, and other provisions and covenants, in substantially the form acceptable to the Company attached hereto as Exhibit A (which shall be delivered to the Executive within five (5) business days following the termination date) (the “General Release”) within 21 days of presentation thereof by the Company to the Executive (or a longer period of time if required by law), and permitting the General Release to become effective in accordance with its terms; and (c) delivery to the Company of a resignation from all offices, directorships and fiduciary positions with the Company, its affiliates and employee benefit plans effective as of the termination date. Notwithstanding the due date of any post-employment payments, any amounts due following a termination under this Agreement (other than Accrued Amounts) shall not be due until after the expiration of any revocation period applicable to the General Release without the Executive having revoked such General Release, and any such amounts shall be paid or commence being paid to the Executive within fifteen (15) days of the expiration of such revocation period without the occurrence of a revocation by the Executive (or such later date as may be required under Section 19 18 of this Agreement). Nevertheless (and regardless of whether the General Release has been executed by the Executive), upon any termination of the Executive’s employment, the Executive shall be entitled to receive any Accrued Amounts, payable after the date of termination in accordance with the Company’s applicable plan, program, policy or payroll procedures. Notwithstanding anything to the contrary in this Agreement, if any severance pay or benefits are deferred compensation under Section 409A (as defined below), and the period during which the Executive may sign the General Release begins in one calendar year and the first payroll date following the period during which the Executive may sign the General Release occurs in the following calendar year, then the severance pay or benefit shall not be paid or the first payment shall not occur until the later calendar year.

Conditions. Any payments or benefits made or provided pursuant to (a) The Company’s obligations under Section 11 (other than Accrued Amounts) 1 are subject to the following conditions: (i) Following the occurrence of any Triggering Event, Executive must exhibit professionalism in support of the Company’s goals when dealing with the Company’s employees, customers and potential customers and Executive’s acquaintances; (orii) If the Triggering Event constituted Executive’s Qualifying Termination, Execute must comply with the Conditions set forth in the event Section II of the Transition Assistance Agreement; (iii) Executive must not disparage the Company or its management; provided, however, that this clause 2(a)(iii) shall not apply to any testimony or statement given by Executive in connection with any proceeding or matter of the type referenced in clause 2(a)(v) below in order that Executive may at all times give truthful and candid accounts of his recollections without restriction under this Agreement; (iv) If the Triggering Event did not constitute Executive’s deathQualifying Termination, Executive must execute a mutual release form with the beneficiaryCompany in substantially the form attached as Exhibit A to the Transition Assistance Agreement (with such release being modified to exclude the release of any claims Executive may have under the Change in Control Agreement) and deliver the same to the Company within 15 days of his final date of employment and Executive must not rescind such release during the Rescission Period referenced therein; and (v) Executive must (upon reasonable notice and mutually convenient scheduling) cooperate with the Company and its counsel with regard to any past, present or future legal, regulatory, investigatory (including any inquiries or investigations by management of the Company or its Board of Directors (or a committee thereof)) or other proceeding or matter which relates to or arises out of matters occurring during Executive’s or estate’semployment, or the termination thereof. The Company will reimburse Executive for any reasonable out-of-pocket expenses incurred in the event of the Executive’s Disability, the guardian’s): (a) compliance with the provisions of Section 8 hereof;providing such cooperation. (b) delivery to the Company of an executed waiver and general release of any and all known and unknown claimsThe Relocation Benefits payable under this Agreement are in addition to, and other provisions and covenants, not in the form acceptable to the Company (which shall be delivered to the Executive within five (5) business days following the termination date) (the “General Release”) within 21 days of presentation thereof by the Company to the Executive (or a longer period of time if required by law), and permitting the General Release to become effective in accordance with its terms; and (c) delivery to the Company of a resignation from all offices, directorships and fiduciary positions with the Company, its affiliates and employee benefit plans effective as of the termination date. Notwithstanding the due date of any post-employment paymentslieu of, any amounts due following a termination payable to Executive under this the Agreements. This Agreement is expressly exempted from Section XI (other than Accrued AmountsF) shall not be due until after the expiration of any revocation period applicable to the General Release without the Executive having revoked such General Release, and any such amounts shall be paid or commence being paid to the Executive within fifteen (15) days of the expiration of such revocation period without the occurrence of a revocation by the Executive (or such later date as may be required under Section 19 of this Change in Control Agreement). Nevertheless (and regardless of whether the General Release has been executed by the Executive), upon any termination of the Executive’s employment, the Executive shall be entitled to receive any Accrued Amounts, payable after the date of termination in accordance with the Company’s applicable plan, program, policy or payroll procedures. Notwithstanding anything to the contrary in this Agreement, if any severance pay or benefits are deferred compensation under Section 409A (as defined below), and the period during which the Executive may sign the General Release begins in one calendar year and the first payroll date following the period during which the Executive may sign the General Release occurs in the following calendar year, then the severance pay or benefit shall not be paid or the first payment shall not occur until the later calendar year.

Conditions. Any payments or benefits made or provided pursuant to Section 11 8 (other than Accrued Amounts) are subject to the Executive’s (or, in the event of the Executive’s death, the beneficiary’s or estate’s, or in the event of the Executive’s Disability, the guardian’s): (a) compliance with the provisions of Section 8 11 hereof; (b) delivery to the Company of an executed waiver Agreement and general release of any and all known and unknown claims, and other provisions and covenants, in the form acceptable to the Company (which shall be delivered to the Executive within five (5) business days following the termination date) General Release (the “General Release”), which shall be substantially in the form attached hereto as Appendix A (with such changes therein or additions thereto as needed under then applicable law to give effect to its intent and purpose) within 21 days of presentation thereof by the Company to the Executive (or a longer period of time if required by law), and permitting the General Release to become effective in accordance with its termsExecutive; and (c) delivery to the Company of a resignation from all offices, directorships and fiduciary positions with the Company, its affiliates and employee benefit plans effective as of the termination dateplans. Notwithstanding the due date of any post-employment payments, any amounts due following a termination under this Agreement (other than Accrued Amounts) shall not be due until after the expiration of any revocation period applicable to the General Release without the Executive having revoked such General Release, and any such amounts shall be paid or commence being paid to the Executive within fifteen thirty (1530) days of the expiration of such revocation period without the occurrence of a revocation by the Executive (or such later date as may be required under Section 19 409A of this Agreementthe Code). Nevertheless (and regardless of whether the General Release has been executed by the Executive), upon any termination of the Executive’s employment, the Executive shall be entitled to receive any Accrued Amounts, payable within thirty (30) days after the date of termination or in accordance with the Company’s applicable plan, programprogram or policy. In the event that the Executive dies before all payments pursuant to this Section 9 have been paid, policy or payroll procedures. Notwithstanding anything all remaining payments shall be made to the contrary beneficiary specifically designated by the Executive in this Agreementwriting prior to his death, or, if any severance pay no such beneficiary was designated (or benefits are deferred compensation under Section 409A (as defined belowthe Company is unable in good faith to determine the beneficiary designated), and the period during which the Executive may sign the General Release begins in one calendar year and the first payroll date following the period during which the Executive may sign the General Release occurs in the following calendar year, then the severance pay to his personal representative or benefit shall not be paid or the first payment shall not occur until the later calendar yearestate.

Conditions. Any payments The Executive’s eligibility to receive and retain any “Post-Employment Compensation” (meaning any and all compensation, of any kind, provided in accordance with the applicable provision of Section 5 of this Agreement in connection with or benefits made following termination of employment, exclusive of Final Compensation) is subject to full satisfaction of all of the following as well as the covenant of confidentiality set forth in Section 7 below and the assignment of rights to Intellectual Property (as hereafter defined). The conditions to receipt of Post-Employment Compensation are as follows: (i) The Executive’s execution and return, to the person designated by the Company to receive notices on its behalf in accordance with Section 19 hereof, of a separation agreement substantially in the form attached hereto as Exhibit A that includes a timely and effective release of claims (“Separation Agreement”), within the time period specified therein. The Separation Agreement creates legally binding obligations and the Company therefore advises the Executive to consult an attorney before signing it. Notwithstanding any other provision of this Agreement, (i) the Company shall not be required to make any payment of Post-Employment Compensation unless and until a Separation Agreement has been executed by such holder and delivered to the Company, and the Separation Agreement has become irrevocable, all within sixty (60) days following the Date of Termination; and (ii) without limiting the generality of the foregoing, the Company shall not be or provided pursuant become obligated to Section 11 make any such payment unless a Separation Agreement is so executed and delivered and the Separation Agreement has become irrevocable before the expiration of such sixty (60)-day period. The foregoing provisions relating to a Separation Agreement and any other than Accrued Amountsprovisions herein relating to a Separation Agreement are not in limitation of any claims provisions contained in the LLC Agreement and the provisions of the LLC Agreement relating to releases shall apply in accordance with their terms. (ii) are subject Forbearance by the Executive for eighteen (18) months following the Date of Termination from competition with the business of the Company and its Immediate Affiliates anywhere in the world where the Company or any of those Immediate Affiliates is doing business (the “Restricted Area”), whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise. Specifically, but without limiting the foregoing, in order to satisfy this condition, the Executive must forbear from engaging in any activity that is competitive, or is in preparation to engage in competition, with the business of the Company and its Immediate Affiliates and further the Executive must forbear from working or providing services, in any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, for or to any person or entity engaged in the business of the Company and its Immediate Affiliates anywhere within the Restricted Area. The business of the Company and its Immediate Affiliates is the business of the Products and, with regard to any particular Product, all items, products and services that may be used in substitution for such Product, but only within the same sport or sports. For illustrative purposes only, competitors of the Company and its Immediate Affiliates on the date of this Agreement include Amer Sports Corporation and Jarden Corporation and their respective subsidiaries. The foregoing condition, however, shall not fail to be met solely due to the Executive’s passive ownership of less than 3% of the equity securities of any publicly traded company. (oriii) Forbearance by the Executive for eighteen (18) months following the Date of Termination from any direct or indirect solicitation or encouragement of any of the Customers of the Company or any of its Immediate Affiliates to terminate or diminish their relationship with the Company or any of its Immediate Affiliates and from any direct or indirect solicitation or encouragement of any of the Customers or Prospective Customers of the Company or any of its Immediate Affiliates to conduct with himself or any other Person (as defined in Section 14 hereof) any business or activity which such Customer or Prospective Customer conducts or could conduct with the Company or any of its Immediate Affiliates. For purposes of this Section 5(g) and Section 9 hereof, a Customer is a person or entity which was such at any time during the twelve (12) months prior to the Date of Termination and a Potential Customer is a person or entity contacted by the Company or any of its Immediate Affiliates to become such at any time within twelve (12) months prior to the Date of Termination other than by general advertisement, provided, in each case, that the event Executive had contact with such Customer or Potential Customer through his employment or other associations with the Company or had access to Confidential Information that would assist in his solicitation of such Customer or Potential Customer in competition with the Company or any of its Immediate Affiliates. (iv) Forbearance by the Executive for eighteen (18) months following the Date of Termination from directly or indirectly hiring or otherwise engaging the services of any employee, independent contractor or other agent providing services to the Company or any of its Immediate Affiliates and from soliciting any such employee, independent contractor or agent to terminate or diminish his/her/its relationship with the Company or any of its Immediate Affiliates; provided that this clause (iii) shall not restrict the Executive’s deathright to solicit prospective employees, the beneficiary’s independent contractors or estate’s, or in the event of the Executive’s Disability, the guardian’s): (a) compliance with the provisions of Section 8 hereof; (b) delivery agents pursuant to the Company of an executed waiver a general advertisement not specifically directed at such Persons and general release of to hire any and all known and unknown claims, and other provisions and covenants, in the form acceptable to the Company (which shall be delivered to the Executive within five (5) business days following the termination date) (the “General Release”) within 21 days of presentation thereof by the Company to the Executive (or a longer period of time if required by law), and permitting the General Release to become effective in accordance with its terms; and (c) delivery to the Company of a resignation from all offices, directorships and fiduciary positions with the Company, its affiliates and employee benefit plans effective as of the termination date. Notwithstanding the due date of any post-employment payments, any amounts due following a termination under this Agreement Persons (other than Accrued Amountsany Person who was a direct report of the Executive during his employment) who respond thereto. For purposes of this Section 5(g) and Section 9 hereof, an employee, independent contractor or agent means any Person who was performing services for the Company or any of its Immediate Affiliates in such capacity at any time during the twelve (12) months immediately preceding the Date of Termination; provided, however, that the solicitation or hiring of any independent contractor that is not an individual and provides services to multiple clients shall not be due until after the expiration of any revocation period applicable to the General Release without the Executive having revoked such General Release, and any such amounts shall be paid or commence being paid to the Executive within fifteen (15) days of the expiration of such revocation period without the occurrence of a revocation by the Executive (or such later date as may be required under Section 19 violation of this Agreement). Nevertheless (and regardless of whether Section 5(g)(iv) so long as such solicitation or hiring does not cause the General Release has been executed by the Executive), upon any termination of the Executive’s employment, the Executive shall be entitled independent contractor to receive any Accrued Amounts, payable after the date of termination in accordance terminate or diminish its relationship with the Company’s applicable plan, program, policy Company or payroll procedures. Notwithstanding anything to the contrary in this Agreement, if any severance pay or benefits are deferred compensation under Section 409A (as defined below), and the period during which the Executive may sign the General Release begins in one calendar year and the first payroll date following the period during which the Executive may sign the General Release occurs in the following calendar year, then the severance pay or benefit shall not be paid or the first payment shall not occur until the later calendar yearof its Immediate Affiliates.

Conditions. Any payments a. No Bonus will be paid under this Plan unless Executive is an active, full-time Executive of the Company in good standing as of December 31, 2009 and the date of distribution/grant of any Bonus. b. The Company shall not be required to fund or benefits made otherwise segregate any cash or provided pursuant any other assets that may at any time be paid to Section 11 (Executive under this Plan. This Plan shall constitute an "unfunded" plan of the Company. The Company shall not, by any provision of this Plan, be deemed to be a trustee of any property, and any rights of Executive shall be limited to those of a general unsecured creditor. c. The Company shall have the right to make such provisions as it deems necessary or appropriate to satisfy any withholding obligations it may have under federal, state or local income or other than Accrued Amounts) are subject tax laws. The Company shall have no liability for any tax imposed on Executive as a result of any Bonus paid or payable to Executive under this Plan. d. All questions pertaining to the Executive’s (orconstruction, in the event regulation, validity and effect of the Executive’s death, the beneficiary’s or estate’s, or in the event of the Executive’s Disability, the guardian’s): (a) compliance with the provisions of Section 8 hereof; this Plan shall be determined in accordance with the laws of the State of Florida without regard to its conflict of law provisions. EXHIBIT B(1) For and in consideration of the payments and other benefits due to Steven J. Nunes (bthe "Executive") delivery pursuant to the Company Amended and Restate▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇reement dated as of an executed waiver February 13, 2009 (the "Employment Agreement"), by and between MAKO Surgical Corp. (the "Company") and the Executive, and for other good and valuable consideration, the Executive hereby agrees, for the Executive, the Executive's spouse and child or children (if any), the Executive's heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors and assigns, to forever release, discharge and covenant not to sue the Company, or any of its divisions, affiliates, subsidiaries, p▇▇▇nts, branches, predecessors, successors, assigns, and, with respect to such entities, their officers, directors, trustees, employees, agents, shareholders, administrators, general release of or limited partners, representatives, attorneys, insurers and fiduciaries, past, present and future (the "Released Parties") from any and all known and unknown claimsclaims of any kind arising out of, and other provisions and covenantsor related to, in the form acceptable to the Company (which shall be delivered to the Executive within five (5) business days following the termination date) (the “General Release”) within 21 days of presentation thereof by the Company to the Executive (or a longer period of time if required by law), and permitting the General Release to become effective in accordance with its terms; and (c) delivery to the Company of a resignation from all offices, directorships and fiduciary positions his employment with the Company, its affiliates and employee benefit plans effective as subsidiaries (collectively, with the Company, the "Affiliated Entities") or the Executive's separation from employment with the Affiliated Entities, which the Executive now has or may have against the Released Parties, whether known or unknown to the Executive, by reason of facts which have occurred on or prior to the date that the Executive has signed this Release. Such released claims include, without limitation, any and all claims relating to the foregoing under federal, state or local laws pertaining to employment, including, without limitation, the Age Discrimination in Employment Act, Title VII of the termination dateCivil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. Notwithstanding seq., the due date Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq., the Family and Medical Leave Act of 1992, 29 U.S.C. Section 2601 et. seq., and any and all state or local laws regarding employment discrimination and/or federal, state or local laws of any post-type or description regarding employment, including but not limited to any claims arising from or derivative of the Executive's employment paymentswith the Affiliated Entities, as well as any amounts due following a termination and all such claims under state contract or tort law. The Executive has read this Agreement (other than Accrued Amounts) shall not be due until after the expiration of any revocation period applicable to the General Release without carefully, acknowledges that the Executive having revoked such General has been given at least 21 days to consider all of its terms and has been advised to consult with any attorney and any other advisors of the Executive's choice prior to executing this Release, and any such amounts shall be paid or commence being paid to the Executive within fifteen (15) days of the expiration of such revocation period without the occurrence of a revocation fully understands that by signing below the Executive (or such later date as may be required under Section 19 of this Agreement). Nevertheless (and regardless of whether the General Release has been executed by the Executive), upon is voluntarily giving up any termination of the Executive’s employment, the Executive shall be entitled to receive any Accrued Amounts, payable after the date of termination in accordance with the Company’s applicable plan, program, policy or payroll procedures. Notwithstanding anything to the contrary in this Agreement, if any severance pay or benefits are deferred compensation under Section 409A (as defined below), and the period during right which the Executive may have to sue or bring any other claims against the Released Parties, including ▇▇y rights and claims under the Age Discrimination in Employment Act. The Executive also understands that the Executive has a period of seven days after signing this Release within which to revoke his agreement, and that neither the Company nor any other person is obligated to make any payments or provide any other benefits to the Executive pursuant to the Agreement until eight days have passed since the Executive's signing of this Release without the Executive's signature having been revoked other than any accrued obligations or other benefits payable pursuant to the terms of the Company's normal payroll practices or employee benefit plans. Finally, the Executive has not been forced or pressured in any manner whatsoever to sign the General Release begins in one calendar year this Release, and the first payroll date following Executive agrees to all of its terms voluntarily. (1) This release may be amended by the period during which the Executive may sign the General Release occurs Company to reflect new laws and changes in the following calendar year, then the severance pay or benefit shall not be paid or the first payment shall not occur until the later calendar yearapplicable laws.