Common use of ADDITIONAL COMPENSATION AND BENEFITS Clause in Contracts

ADDITIONAL COMPENSATION AND BENEFITS. (a) As additional compensation for the Executive's services under this Agreement, the Executive's covenants regarding confidentiality in Section 5 hereof and noncompetition in Section 6 hereof, during the Term of Employment, the Company agrees to provide the Executive with the non-cash benefits being provided by the Company to its other officers and key employees as they may exist from time to time, including, but not limited to, the benefits described on EXHIBIT A attached hereto. Such benefits shall include leave or vacation time (not less than five (5) weeks per year), medical and dental insurance, life insurance and other health care benefits, retirement and disability benefits as may hereafter be provided by the Company in accordance with its policies as well as any stock option plan or similar employee benefit program for which key executives are or shall become eligible. The Executive's participation in each employee benefit plan or program provided to officers or other senior executives of the Company in general shall be at least as favorable to the Executive as the most highly benefited employee thereunder. (b) The Executive is authorized to incur reasonable business expenses for promoting the business and reputation of the Company, including (without limitation) reasonable expenditures for travel, lodging, club memberships, meals and client, patron, customer and/or business associate entertainment. The Company shall reimburse within thirty (30) days the Executive for reasonable expenses incurred by the Executive in furtherance of the Company's business, provided that such expenses are incurred in accordance with the Company's policies and upon presentation of documentation in accordance with expense reimbursement policies of the Company as they may exist from time to time, and submission to the Company of adequate documentation in accordance with federal income tax regulations and administrative pronouncements. (c) During the Term of Employment, the Company shall pay to the Executive an automobile allowance of Seven Hundred Dollars ($700) per month. The Board shall review the amount of such monthly allowance at least annually and may increase the same at any time as the Board deems appropriate.

ADDITIONAL COMPENSATION AND BENEFITS. (a) As additional compensation for the Executive's ’s services under this Agreement, the Executive's ’s covenants regarding confidentiality in Section 5 7 hereof and noncompetition in Section 6 8 hereof, during the Term of Employment, the Company agrees to provide the Executive with the non-cash such other benefits being provided by the Company as it provides to its other officers and key employees as they may exist from time to time, including, but not limited to, time and subject to the benefits described on EXHIBIT A attached heretoeligibility provisions of any such employee benefit plans and policies. Such benefits Executive shall include be eligible for leave or vacation time (not less than five (5) weeks per year), medical and dental insurance, life insurance and other health care benefits, retirement and disability benefits as may hereafter be provided by the Company in accordance with its policies as well as any stock option plan or similar employee benefit program for which key executives are or shall become eligible. The Executive's participation in each employee benefit plan or program provided to officers or other senior executives of the Company in general shall be at least as favorable to the Executive as the most highly benefited employee thereunder. (b) The Executive shall be eligible to participate in the Company’s Supplemental Executive Retirement Plan (“SERP”), to the extent that the Board has adopted a SERP. The Executive’s retirement benefits under the SERP shall be determined and paid in accordance with the terms of the SERP plan document. (c) The Board shall have the discretion to make equity grants to Executive under the Company’s Long Term Incentive Plan. (d) The Executive is authorized to incur reasonable business expenses for promoting the business and reputation of the Company, including (without limitation) reasonable expenditures for travel, lodging, club memberships, meals and client, patron, customer and/or business associate entertainment. The Company shall reimburse within thirty (30) days the Executive for reasonable expenses incurred by the Executive in furtherance of the Company's ’s business, provided that such expenses are incurred in accordance with the Company's ’s policies and upon presentation of documentation in accordance with expense reimbursement policies of the Company as they may exist from time to time, and submission to the Company of adequate documentation in accordance with federal income tax regulations and administrative pronouncements. (ce) During the Term of Employment, the Company shall pay to the Executive an automobile allowance of Seven Hundred Dollars ($700) per month. The Board shall review the amount of such monthly allowance at least annually and may increase the same at any time as the Board deems appropriate.

ADDITIONAL COMPENSATION AND BENEFITS. (a) As additional compensation for From January 1, 2010 to the Executive's services under end of the Term of this Agreement, Executive shall also be eligible for the following additional compensation and benefits: a. Executive's covenants regarding confidentiality , at the Company’s expense, shall be eligible to participate in Section 5 hereof all employee benefit plans and noncompetition in Section 6 hereoffringe benefits (including post-retirement benefit plans and programs, during the Term of Employment, the Company agrees to provide the Executive with the non-cash benefits being if any) as may be provided by the Company to its other officers and key employees as they may exist from time to timetime on the same basis as other senior executives of the Company are eligible, subject to and to the extent that Executive is eligible under such benefit plans in accordance with their respective terms. b. Executive shall be entitled to reasonable periods of paid vacation, personal and sick leave during the Term in accordance with the Company’s policies regarding vacation and other leaves for senior executives of the Company. c. The Company shall pay or reimburse Executive for all of his out-of-pocket expenses reasonably incurred in the performance of his duties hereunder on behalf of the Company, including, but not limited to, overnight delivery charges, long distance telephone and facsimile charges and travel expenses (including airfare, hotels, car rental expenses and meals), all in accordance with the benefits described on EXHIBIT A attached heretoCompany’s expense reimbursement policy. Such benefits Payment shall include leave be due after the Company’s receipt of Executive’s invoice or vacation time (expense report therefor in accordance with the Company’s expense reimbursement policies. In addition, the Company and Executive agree that the Company shall pay Executive’s counsel directly for Executive’s legal expenses incurred in connection with the negotiation and drafting of this Agreement; provided, however, that the Company’s obligation to pay such expenses shall be capped at $15,000.00. d. During the Term, the Company shall provide Executive with health, life and short and long-term disability insurance, in scope and coverage equivalent to that provided to other senior executives of the Company; provided, however, that the short and long-term disability insurance coverage shall be for an amount not less than five (5) weeks per year), medical 60% of Executive’s Base Salary and dental insurance, life insurance and other health care benefits, retirement and disability benefits as such coverage may hereafter be provided by the Company supplementing benefits provided under the Company’s existing group disability policy, as necessary. e. Executive will be granted stock appreciation rights (each a “Stock Appreciation Right”) on the grant dates and in accordance with its policies the amounts provided in the table below. Subject to the following sentence and Subsections 5.2(d) and 5.3(a), 100% of each Stock Appreciation Right will vest on the vesting date provided in the table below, as well long as any stock option plan or similar Executive remains an employee benefit program for which key executives are or shall become eligible. The Executive's participation in each employee benefit plan or program provided to officers or other senior executives of the Company in general shall as of the relevant vesting date. The terms and conditions of each Stock Appreciation Right will be at least as favorable governed by and conditioned upon the execution of a stock appreciation rights agreement between Executive and the Company. Grant Date Number of Shares Subject To Stock Appreciation Right Vesting Date 02/10/2010 100,000 11/10/2010 05/10/2010 100,000 11/10/2011 08/10/2010 100,000 11/12/2012 The strike price for the shares subject to the Executive as Stock Appreciation Rights will be the most highly benefited employee thereunder. (b) The Executive is authorized to incur reasonable business expenses for promoting the business and reputation fair market value of the Company’s common stock on the grant date (i.e., including the closing sales price for the Company’s common stock on the grant date as quoted on the stock exchange on which the Company’s stock is then traded). f. The Company will grant Executive an annual equity bonus payable in restricted stock (without limitationor cash if the Company does not then have sufficient shares reserved under a stock plan) reasonable expenditures for travel(each a “Restricted Stock Bonus”), lodgingwith a value of no less than $562,500.00. Each Restricted Stock Bonus shall be awarded at the same time as the annual long term incentive plan grants are awarded to other Company senior executives, club memberships, meals and client, patron, customer and/or business associate entertainmentbut shall be granted whether or not such grants are awarded to other Company senior executives. The terms and conditions of each Restricted Stock Bonus will be governed by and conditioned upon the execution of a separate restricted stock agreement between Executive and the Company shall reimburse which the parties agree to enter into. The number of shares to be included in each Restricted Stock Bonus will be determined by dividing the value of such Restricted Stock Bonus by the average closing sales price of the Company’s common stock for the thirty (30) trading days preceding the grant date as quoted on the stock exchange on which the Company’s common stock is then traded. As further detailed in the restricted stock agreements between Executive and the Company, the vesting of the restricted shares under each Restricted Stock Bonus will be as follows: 1/4th of the shares included in each Restricted Stock Bonus will vest on each twelve-month anniversary of the grant date, provided that Executive remains employed by the Company as of the relevant vesting date. As further detailed in the restricted stock agreements between Executive and the Company, the vesting of any unvested shares included in any Restricted Stock Bonus will accelerate and such shares will become fully vested upon a Change in Control (as defined in Section 4.7 hereof). g. The Company will also grant Executive an annual equity bonus payable in stock appreciation rights (or cash if the Company does not then have sufficient shares reserved under a stock plan) (each a “Stock Appreciation Rights Bonus”) with a value between zero and $1,000,000 (and with a target value of $500,000.00). The value of each Stock Appreciation Rights Bonus, if any, will be determined by the Board (or a committee thereof) in its sole discretion based on a review of Executive’s performance during the Company’s regular executive compensation review process. The number of shares subject to each Stock Appreciation Rights Bonus, if any, will be determined by dividing the value of the Stock Appreciation Rights Bonus by the value of a stock appreciation right covering one share of the Company’s common stock. The value of a stock appreciation right covering one share of the Company’s common stock will be determined as if its strike price were the average closing sales price of the Company’s common stock for the thirty (30) trading days preceding the grant date as quoted on the stock exchange on which the Company’s common stock is then traded and the value of such stock appreciation right will be determined by valuing it as if it were a stock option, using the Black-Scholes valuation methodology. Notwithstanding the foregoing method of calculating the number of shares subject to each Stock Appreciation Rights Bonus, if any, the strike price for the Stock Appreciation Rights Bonus will be the closing sales price for the Company’s common stock on the grant date as quoted on the stock exchange on which the Company’s common stock is then traded. Each Stock Appreciation Rights Bonus will be granted within thirty (30) calendar days following the Executive for reasonable expenses incurred determination of the value thereof by the Board (or a committee thereof) and, subject to the terms and conditions of stock appreciation rights agreements between Executive in furtherance and the Company, 1/4th of the Company's businessshares subject to the Stock Appreciation Rights Bonus will vest on each twelve-month anniversary of the grant date, provided that such expenses are incurred in accordance with the Company's policies and upon presentation of documentation in accordance with expense reimbursement policies of Executive remains employed by the Company as they may exist from time of the relevant vesting date. With respect to timeeach of the items of benefit listed in this Section 3 and any vesting or other criteria for eligibility applicable thereto, Executive shall be credited with length of service beginning as of the initial date of his employment by the Company, except as otherwise required by law. The Company covenants and submission to agrees that the terms of each restricted stock agreement and stock appreciation rights agreement between Executive and the Company of adequate documentation in accordance with federal income tax regulations and administrative pronouncements. (c) During the Term of Employmentevidencing a Restricted Stock Bonus, the Company shall pay to Stock Appreciation Rights and/or any Stock Appreciation Rights Bonus will be in all respects consistent with the Executive an automobile allowance terms of Seven Hundred Dollars ($700) per month. The Board shall review the amount of such monthly allowance at least annually and may increase the same at any time as the Board deems appropriatethis Agreement.

ADDITIONAL COMPENSATION AND BENEFITS. (a) As additional compensation for the Executive's services under this Agreement, Agreement between the Executive's covenants regarding confidentiality in Section 5 hereof Executive and noncompetition in Section 6 hereofthe Company, during the Term of Employment, the Company agrees to provide the Executive with the non-cash benefits being provided by the Company to its other officers and key employees as they may exist from time to time, including, but not limited to, the benefits described on EXHIBIT A attached heretotime (other than stock options). Such benefits shall include such leave or vacation time (not less than five (5) weeks per yearweeks), medical and dental insurance, the Company's basic term life insurance and other health care benefits, and retirement and disability benefits as may hereafter be provided by the Company in accordance with its policies as well as any stock option plan or similar employee benefit program for which key executives are or shall become eligiblepolicies. The Company's normal basic term life insurance policy provides a death benefit of $1,500,000 (or any lesser amount, at the Executive's participation election) payable to a beneficiary or beneficiaries selected by the Executive. (i) In the event the Executive's employment hereunder shall automatically terminate on the Expiration Date, the Executive will be provided with monthly retirement benefits, commencing on the date of termination, under a non-qualified supplemental employees retirement plan (SERP) of the Company, equal to the excess, if any, of (A) over the sum of (B) and (C) as follows, assuming that such benefits are to be paid in each employee benefit plan the form of a single life only annuity without survivor benefits: (A) Sixty-five percent (65%) of the Executive's Final Average Earnings, as such monthly amount is defined in the Aerospace Retirement Plan except that, for purposes of this Agreement, such amount shall be determined by reference to the Executive's highest thirty-six (36) consecutive months (or program if the Term of Employment is less than thirty-six (36) months, then such lesser number of months representing the number of full months in the Term of Employment) of earnings attributable to base salary and annual cash incentive bonus awards during the last sixty (60) consecutive months of the Term of Employment, provided that the Executive has reached 65 years of age upon such termination date; if the Executive has not reached 65 years of age upon such termination date, the amount of the retirement benefits under this Section 4(b)(i)(A) shall be reduced due to officers early commencement based on the Executive's age at the date of termination in accordance with the terms of the Aerospace Retirement Plan; (B) The monthly amount payable from the Aerospace Retirement Plan or other senior executives qualified defined benefit retirement plan of the Company in general shall be at least as favorable to which the Executive as may become a participant, assuming that such payment commences on the most highly benefited employee thereunder.termination date and benefits are to be paid in the form of a single life only annuity without survivor benefits; (bC) The Executive is authorized to incur reasonable business expenses for promoting monthly amount payable from the business and reputation Executive's United States military retirement or pension plans, assuming the form of such benefit as in effect as of the CompanyEffective Date; (ii) In the event the Company terminates the Executive's employment without Cause, including (without limitation) reasonable expenditures for travel, lodging, club memberships, meals and client, patron, customer and/or business associate entertainment. The Company shall reimburse within thirty (30) days the Executive terminates his employment for reasonable expenses incurred by the Executive Good Reason as defined in furtherance of Section 4(b)(ix) below (other than a Qualifying Termination, as defined in the Company's businessIncome Security Plan), provided that such expenses are incurred in accordance with or the CompanyExecutive's policies and upon presentation of documentation in accordance with expense reimbursement policies employment is terminated as a result of the Company as they may exist from time to time, and submission Executive's death or Disability prior to the Company of adequate documentation in accordance with federal income tax regulations and administrative pronouncements.Expiration Date, the Executive will commence to receive retirement benefits described under Section 4(b)(i) upon such termination but the Executive's age shall be determined as if the Executive had reached the age the Executive would have reached on the Expiration Date; (ciii) During In the event the Company terminates the Executive's employment for Cause during the Term of Employment, the Executive shall not be entitled to receive the amounts described in Section 4(b)(i) and all such amounts shall be forfeited; (iv) In the event the Executive terminates his employment for other than Good Reason prior to April 1, 2002, the Executive shall not be entitled to receive the amounts described in Section 4(b)(i) and all such amounts shall be forfeited; (v) If the Executive terminates his employment for other than Good Reason following March 31, 2002, but prior to the Expiration Date, the Executive will receive retirement benefits described in Section 4(b)(i) based on the Executive's age as of such date of termination; (vi) If, upon the mutual agreement of the Company shall pay and the Executive, the Expiration Date of this Agreement is extended beyond the Expiration Date of March 31, 2003, the Executive's employment is terminated by the Company without Cause or is automatically terminated upon such extended expiration date, or the Executive terminates his employment for Good Reason (other than a Qualifying Termination, as defined in the Company's Income Security Plan) or as a result of the Executive's death or Disability, and the Executive has reached 63 years of age upon such termination date, the Executive will receive retirement benefits described under Section 4(b)(i) based on the assumption that the Executive had reached 65 years of age upon such termination date; (vii) In the event of a Qualifying Termination, as defined in the Company's Income Security Plan, the Executive will receive retirement benefits described in Section 4(b)(i), incorporating any provisions of the Income Security Plan that may affect the determination of such amounts, and such amounts will become payable to the Executive an automobile allowance in a single lump sum, utilizing the same assumptions necessary for making such determinations as set forth in the Aerospace Retirement Plan as in effect immediately prior to the Change of Seven Hundred Dollars Control, as defined in the Company's Income Security Plan; ($700viii) per monthExcept as provided in Section 4(b)(vii) or as otherwise elected by the Executive pursuant to this Section 4(b)(viii), the retirement benefits described in this Section 4(b) shall be paid as follows: (a) forty-nine percent (49%) of the total amount payable shall be paid as a monthly and 50% joint and survivor annuity benefit in accordance with the terms and conditions of the Aerospace Retirement Plan and (b) the remaining fifty-one percent (51%) shall be payable in a single lump sum, utilizing the same assumptions necessary for making such determinations as set forth in the Aerospace Retirement Plan. The Board shall review However, the amount of such monthly allowance Executive may elect, at least annually and may increase one year prior to the time at which the Executive is entitled to receive such benefits, to receive such benefits hereunder in any other actuarial equivalent form of benefits, including one hundred percent (100%) of the total amount in a single lump sum, utilizing the same at any time assumptions necessary for making such determinations as set forth in the Board deems appropriate.Aerospace Retirement Plan; (ix) For purposes of this Agreement, "Good Reason" shall mean:

ADDITIONAL COMPENSATION AND BENEFITS. (a) As additional compensation for the Executive's services under this Agreement, Agreement and the Executive's covenants regarding confidentiality agreements set forth in Section 5 hereof the Proprietary Information and noncompetition in Section 6 hereofInventions and Non-Competition Agreement of even date herewith between the Executive and the Company, during the Term of Employment, the Company agrees to provide the Executive with the non-cash benefits being provided by the Company to its other officers and key employees as they may exist from time to time, including, but not limited to, the benefits described on EXHIBIT A attached hereto. Such benefits shall include such leave or vacation time (not less than five (5) weeks per yearfour weeks), medical and dental insurance, life insurance and other health care benefits, and retirement and disability benefits as may hereafter be provided by the Company in accordance with its policies policies, as well as any stock option plan or similar employee benefit program for which key executives are or shall become eligible. The Executive's participation in each employee benefit plan or program provided to officers or other senior executives of In addition, the Company will provide the Executive with an automobile allowance in general shall be the amount of $500 per month and, subject to approval by the Board at least as favorable a reasonable cost to the Company, the Company will provide the Executive as with a term life insurance policy with a benefit of $1,000,000 payable to a beneficiary selected by the most highly benefited employee thereunderExecutive. (b) The Executive is authorized to incur reasonable business expenses for promoting the business and reputation of the Company, including (without limitation) reasonable expenditures for travel, lodging, club membershipsmembership at The Woodlands Country Club, meals and client, patron, customer and/or business associate entertainment. The Company shall reimburse within thirty (30) days the Executive within 30 days for reasonable expenses incurred by the Executive in furtherance of the Company's business, provided that such expenses are incurred in accordance with the Company's policies and upon presentation of documentation in accordance with expense reimbursement policies of the Company as they may exist from time to time, and submission to the Company of adequate documentation in accordance with federal income tax regulations and administrative pronouncements. (c) During the Term of Employment, the Company shall pay to the Executive an automobile allowance of Seven Hundred Dollars ($700) per month. The Board shall review the amount of such monthly allowance at least annually and may increase the same at any time as the Board deems appropriate.

ADDITIONAL COMPENSATION AND BENEFITS. (a) As additional compensation for the Executive's services under this Agreement, the Executive's covenants regarding confidentiality in Section 5 hereof and noncompetition in Section 6 hereof, during the Term of Employment, the Company agrees to provide the Executive with the non-cash benefits being provided to him on the date of this Agreement (or the equivalent of such benefits) and, without duplication, any other noncash benefits provided by the Company to its other officers and key employees as they may exist from time to time, including, but not limited to, the benefits described on EXHIBIT A attached hereto. Such benefits shall include leave or vacation time (not less than five (5) weeks per yearfour weeks), medical and dental insurance, life insurance and other health care benefits, retirement and disability benefits as may hereafter be provided by the Company in accordance with its policies as well as any stock option plan or similar employee benefit program for which key executives are or shall become eligible. The Executive's participation in each employee benefit plan or program provided to officers or other senior executives of the Company in general shall be at least as favorable to the Executive as the most highly benefited employee thereunder.to (b) The Executive is authorized to incur reasonable business expenses for promoting the business and reputation of the Company, including (without limitation) reasonable expenditures for travel, lodging, club memberships, meals and client, patron, customer and/or business associate entertainment. The Company shall reimburse within thirty (30) 30 days the Executive for reasonable expenses incurred by the Executive in furtherance of the Company's business, provided that such expenses are incurred in accordance with the Company's policies and upon presentation of documentation in accordance with expense reimbursement policies of the Company as they may exist from time to time, and submission to the Company of adequate documentation in accordance with federal income tax regulations and administrative pronouncements. (c) During the Term of Employment, the Company shall pay to the Executive an automobile allowance of Seven Hundred Dollars ($700) 700 per month. The Board shall review the amount of such monthly allowance at least annually and may increase the same at any time as the Board deems appropriate.

ADDITIONAL COMPENSATION AND BENEFITS. During the Term of this Agreement, Executive shall also be eligible for the following additional compensation and benefits: (a) As additional compensation for the Executive's services under this AgreementExecutive shall be eligible to participate in all employee benefit plans and fringe benefits (including post-retirement benefit plans and programs, the Executive's covenants regarding confidentiality in Section 5 hereof and noncompetition in Section 6 hereof, during the Term of Employment, the Company agrees to provide the Executive with the non-cash benefits being if any) as may be provided by the Company to its other officers and key employees as they may exist from time to timetime on the same basis as other senior executives of the Company are eligible, subject to and to the extent that Executive is eligible under such benefit plans in accordance with their respective terms. Executive acknowledges that the Company may seek to obtain key-man life (or similar) insurance in connection with Executive’s employment, and Executive agrees to cooperate with the Company’s reasonable requests to obtain such coverage, including, without limitation, submitting to reasonable physical examinations. (b) Executive shall be entitled to reasonable periods of paid time off during the Term in accordance with the Company’s policies regarding paid time off and paid holidays for senior executives of the Company. (c) The Company shall pay or reimburse Executive for all of his out-of-pocket expenses reasonably incurred in the performance of his duties hereunder on behalf of the Company, including, but not limited to, overnight delivery charges, long distance telephone and facsimile charges and travel expenses (including airfare, hotels, car rental expenses and meals), all in accordance with the benefits described on EXHIBIT A attached heretoCompany’s expense reimbursement policies now in force or as such policies may be modified in the future. Such benefits Payment shall include leave be due after the Company’s receipt of Executive’s invoice or vacation time expense report therefor in accordance with the Company’s expense reimbursement policies. In addition, the Company and Executive agree that the Company shall reimburse Executive for Executive’s reasonable legal expenses incurred in connection with the negotiation and drafting of this Agreement; provided, however, that the Company’s obligation to reimburse such expenses shall be capped at $15,000.00. (d) During the Term, the Company shall provide Executive with health, life and short and long-term disability insurance, in scope and coverage equivalent to that provided to other senior executives of the Company; provided, however, that the short and long-term disability insurance coverage shall be for an amount not less than five (5) weeks per year), medical 60% of Executive’s Base Salary and dental insurance, life insurance and other health care benefits, retirement and disability benefits as such coverage may hereafter be provided by the Company in accordance with its policies supplementing benefits provided under the Company’s existing group disability policy, as well as any stock option plan or similar employee benefit program for which key executives are or shall become eligible. The Executive's participation in each employee benefit plan or program provided to officers or other senior executives of the Company in general shall be at least as favorable to the Executive as the most highly benefited employee thereundernecessary. (be) During the Term, commencing with the 2016 calendar year, the Company may award Executive an annual equity-based award (in a form to be determined by the Board (or a committee thereof)) with a target value of $3 million to $4 million (the “Target Award”) and a value ranging from zero to 250% of the Target Award (each, an “Annual Equity-Based Grant”). The actual value of each Annual Equity-Based Grant, if any, will be determined by the Board (or a committee thereof) in its sole discretion based on a review of Executive’s performance during the Company’s regular executive compensation review process. The Annual Equity-Based Grant shall vest with in four equal installments with ¼ vesting on each of the first four anniversaries of the grant date (or such shorter vesting schedule as may be provided by the Board or applicable committee), provided that Executive is authorized remains employed by the Company as of the relevant vesting date, and provided further that up to incur reasonable business expenses for promoting 70% of the business and reputation Annual Equity-Based Grant also may be subject to Company performance with respect to the achievement of pre-established performance goals established by the Board (or a committee thereof) in its discretion. To the extent an Annual Equity-Based Grant consists of shares of restricted stock or restricted stock units, the number of such shares or units will be determined by dividing the value of the Annual Equity-Based Grant (or applicable portion thereof) by the value of one share of the Company, including (without limitation) reasonable expenditures for travel, lodging, club memberships, meals and client, patron, customer and/or business associate entertainment’s common stock. The Company shall reimburse within value of one share of the Company’s common stock will be determined as if its price were the average closing sales price of the Company’s common stock for the thirty (30) trading days preceding the Executive for reasonable expenses incurred by grant date as quoted on the Executive in furtherance of stock exchange on which the Company's business, provided that such expenses are incurred in accordance with the Company's policies and upon presentation of documentation in accordance with expense reimbursement policies of the Company as they may exist from time to time, and submission to the Company of adequate documentation in accordance with federal income tax regulations and administrative pronouncements. (c) During the Term of Employment, the Company shall pay to the Executive an automobile allowance of Seven Hundred Dollars ($700) per month. The Board shall review the amount of such monthly allowance at least annually and may increase the same at any time as the Board deems appropriate.’s common stock is then

ADDITIONAL COMPENSATION AND BENEFITS. (a) As additional compensation for the Executive's services under this Agreement, the Executive's covenants regarding confidentiality in Section 5 hereof and noncompetition in Section 6 hereof, during the Term of Employment, the Company agrees to provide the Executive with the non-cash benefits being provided to him on the date of this Agreement (or the equivalent of such benefits) and, without duplication, any other noncash benefits provided by the Company to its other officers and key employees as they may exist from time to time, including, but not limited to, the benefits described on EXHIBIT A attached hereto. Such benefits shall include leave or vacation time (not less than five (5) weeks per yearfour weeks), medical and dental insurance, life insurance and other health care benefits, retirement and disability benefits as may hereafter be provided by the Company in accordance with its policies as well as any stock option plan or similar employee benefit program for which key executives are or shall become eligible. The Executive's participation in each employee benefit plan or program provided to officers or other senior executives of the Company in general shall be at least as favorable to the Executive as the most highly benefited employee thereunder. (b) The Executive is authorized to incur reasonable business expenses for promoting the business and reputation of the Company, including (without limitation) reasonable expenditures for travel, lodging, club memberships, meals and client, patron, customer and/or business associate entertainment. The Company shall reimburse within thirty (30) 30 days the Executive for reasonable expenses incurred by the Executive in furtherance of the Company's business, provided that such expenses are incurred in accordance with the Company's policies and upon presentation of documentation in accordance with expense reimbursement policies of the Company as they may exist from time to time, and submission to the Company of adequate documentation in accordance with federal income tax regulations and administrative pronouncements. (c) During the Term of Employment, the Company shall pay to the Executive an automobile allowance of Seven Hundred Dollars ($700) 700 per month. The Board shall review the amount of such monthly allowance at least annually and may increase the same at any time as the Board deems appropriate.

ADDITIONAL COMPENSATION AND BENEFITS. During the Term of this Agreement, Executive shall also be eligible for the following additional compensation and benefits: (a) As additional compensation for the Executive's services under this AgreementExecutive shall be eligible to participate in all employee benefit plans and fringe benefits (including post-retirement benefit plans and programs, the Executive's covenants regarding confidentiality in Section 5 hereof and noncompetition in Section 6 hereof, during the Term of Employment, the Company agrees to provide the Executive with the non-cash benefits being if any) as may be provided by the Company to its other officers and key employees as they may exist from time to timetime on the same basis as other senior executives of the Company are eligible, subject to and to the extent that Executive is eligible under such benefit plans in accordance with their respective terms. Executive acknowledges that the Company may seek to obtain key-man life (or similar) insurance in connection with Executive’s employment, and Executive agrees to cooperate with the Company’s reasonable requests to obtain such coverage, including, without limitation, submitting to reasonable physical examinations. (b) Executive shall be entitled to reasonable periods of paid time off during the Term in accordance with the Company’s policies regarding paid time off and paid holidays for senior executives of the Company. (c) The Company shall pay or reimburse Executive for all of his out-of-pocket expenses reasonably incurred in the performance of his duties hereunder on behalf of the Company, including, but not limited to, overnight delivery charges, long distance telephone and facsimile charges and travel expenses (including airfare, hotels, car rental expenses and meals), all in accordance with the benefits described on EXHIBIT A attached heretoCompany’s expense reimbursement policies now in force or as such policies may be modified in the future. Such benefits Payment shall include leave be due after the Company’s receipt of Executive’s invoice or vacation time expense report therefor in accordance with the Company’s expense reimbursement policies. In addition, the Company and Executive agree that the Company shall reimburse Executive for Executive’s reasonable legal expenses incurred in connection with the negotiation and drafting of this Agreement; provided, however, that the Company’s obligation to reimburse such expenses shall be capped at $15,000.00. (d) During the Term, the Company shall provide Executive with health, life and short and long-term disability insurance, in scope and coverage equivalent to that provided to other senior executives of the Company; provided, however, that the short and long-term disability insurance coverage shall be for an amount not less than five (5) weeks per year), medical 60% of Executive’s Base Salary and dental insurance, life insurance and other health care benefits, retirement and disability benefits as such coverage may hereafter be provided by the Company in accordance with its policies supplementing benefits provided under the Company’s existing group disability policy, as well as any stock option plan or similar employee benefit program for which key executives are or shall become eligible. The Executive's participation in each employee benefit plan or program provided to officers or other senior executives of the Company in general shall be at least as favorable to the Executive as the most highly benefited employee thereundernecessary. (be) During the Term, commencing with the 2020 calendar year, the Company may award Executive an annual equity-based award (in a form to be determined by the Board (or a committee thereof)) with a target value of $6 million to $9 million (the “Target Award”) and a value ranging from zero to 250% of the Target Award (each, an “Annual Equity-Based Grant”). The actual value of each Annual Equity-Based Grant, if any, will be determined by the Board (or a committee thereof) in its sole discretion based on a review of Executive’s performance during the Company’s regular executive compensation review process. The Annual Equity-Based Grant shall vest in four equal installments with ¼ vesting on each of the first four anniversaries of the grant date (or such shorter vesting schedule as may be provided by the Board or applicable committee), provided that Executive remains employed by the Company as of the relevant vesting date, and provided further that up to 70% of the Annual Equity-Based Grant also may be subject to Company performance with respect to the achievement of pre-established performance goals established by the Board (or a committee thereof) in its discretion, and to the extent that the Annual Equity-Based Grant is authorized comprised of such a performance-based equity award, then subject to incur reasonable business expenses achievement of the applicable performance goals, it shall vest in three equal installments with ⅓ vesting on each of the first three anniversaries of the grant date (or such shorter vesting schedule as may be provided by the Board or applicable committee). To the extent an Annual Equity-Based Grant consists of shares of restricted stock or restricted stock units, the number of such shares or units will be determined by dividing the value of the Annual Equity-Based Grant (or applicable portion thereof) by the value of one share of the Company’s common stock. The value of one share of the Company’s common stock will be determined as if its price were the average closing sales price of the Company’s common stock for promoting the business thirty (30) trading days preceding the grant date as quoted on the stock exchange on which the Company’s common stock is then traded. To the extent an Annual Equity-Based Grant consists of stock appreciation rights, the number of stock appreciation rights will be determined by dividing the value of the Annual Equity-Based Grant (or applicable portion thereof) by the value of a stock appreciation right covering one share of the Company’s common stock. The value of a stock appreciation right covering one share of the Company’s common stock will be determined as if its exercise price were the average closing sales price of the Company’s common stock for the thirty (30) trading days preceding the grant date as quoted on the stock exchange on which the Company’s common stock is then traded and reputation the value of such stock appreciation right will be determined by valuing it as if it were a stock option, using the Black-Scholes valuation methodology. The exercise price for each stock appreciation right covered by an Annual Equity-Based Grant will be the closing sales price for the Company’s common stock on the grant date as quoted on the stock exchange on which the Company’s common stock is then traded. The Annual Equity-Based Grant shall be governed by the terms and conditions of the applicable equity award agreement between Executive and the Company. With respect to each of the items of benefit listed in this Section 3 and any vesting or other criteria for eligibility applicable thereto, Executive shall be credited with length of service beginning as of the initial date of his employment by the Company, except as otherwise required by law or provided by the applicable benefit plan. For avoidance of doubt and pursuant to Section 5.2, if Executive continues to serve as a member of the Board following termination of employment as President and Chief Executive Officer of the Company, including (without limitation) reasonable expenditures for travel, lodging, club memberships, meals and client, patron, customer and/or business associate entertainment. The Company shall reimburse within thirty (30) days the Executive for reasonable expenses incurred by the Executive in furtherance of the Company's business, provided that such expenses are incurred in accordance with the Company's policies and upon presentation of documentation in accordance with expense reimbursement policies of the Company as they may exist from time to time, and submission to the Company of adequate documentation in accordance with federal income tax regulations and administrative pronouncements. (c) During the Term of Employment, the Company shall pay to the Executive an automobile allowance of Seven Hundred Dollars ($700) per month. The Board shall review the amount of such monthly allowance at least annually and may increase the same at any time as continued service on the Board deems appropriatewill constitute continuous service for purposes of vesting of any of Executive’s then-unvested equity grants at the time of Executive’s termination of employment.

ADDITIONAL COMPENSATION AND BENEFITS. During the Term of this Agreement, Executive shall also be eligible for the following additional compensation and benefits: (a) As additional compensation for the Executive's services under this AgreementExecutive shall be eligible to participate in all employee benefit plans and fringe benefits (including post-retirement benefit plans and programs, the Executive's covenants regarding confidentiality in Section 5 hereof and noncompetition in Section 6 hereof, during the Term of Employment, the Company agrees to provide the Executive with the non-cash benefits being if any) as may be provided by the Company to its other officers and key employees as they may exist from time to timetime on the same basis as other senior executives of the Company are eligible, subject to and to the extent that Executive is eligible under such benefit plans in accordance with their respective terms. Executive acknowledges that the Company may seek to obtain key-man life (or similar) insurance in connection with Executive’s employment, and Executive agrees to cooperate with the Company’s reasonable requests to obtain such coverage, including, without limitation, submitting to reasonable physical examinations. (b) Executive shall be entitled to reasonable periods of paid time off during the Term in accordance with the Company’s policies regarding paid time off and paid holidays for senior executives of the Company. (c) The Company shall pay or reimburse Executive for all of his out-of-pocket expenses reasonably incurred in the performance of his duties hereunder on behalf of the Company, including, but not limited to, overnight delivery charges, long distance telephone and facsimile charges and travel expenses (including airfare, hotels, car rental expenses and meals), all in accordance with the benefits described on EXHIBIT A attached heretoCompany’s expense reimbursement policies now in force or as such policies may be modified in the future. Such benefits Payment shall include leave be due after the Company’s receipt of Executive’s invoice or vacation time expense report therefor in accordance with the Company’s expense reimbursement policies. In addition, the Company and Executive agree that the Company shall reimburse Executive for Executive’s reasonable legal expenses incurred in connection with the negotiation and drafting of this Agreement; provided, however, that the Company’s obligation to reimburse such expenses shall be capped at $15,000.00. (d) During the Term, the Company shall provide Executive with health, life and short and long-term disability insurance, in scope and coverage equivalent to that provided to other senior executives of the Company; provided, however, that the short and long-term disability insurance coverage shall be for an amount not less than five (5) weeks per year), medical 60% of Executive’s Base Salary and dental insurance, life insurance and other health care benefits, retirement and disability benefits as such coverage may hereafter be provided by the Company in accordance with its policies supplementing benefits provided under the Company’s existing group disability policy, as well as any stock option plan or similar employee benefit program for which key executives are or shall become eligible. The Executive's participation in each employee benefit plan or program provided to officers or other senior executives of the Company in general shall be at least as favorable to the Executive as the most highly benefited employee thereundernecessary. (be) During the Term, commencing with the 2015 calendar year, the Company may award Executive an annual equity-based award (in a form to be determined by the Board (or a committee thereof)) with a target value of $1.5 million to $2.0 million (the “Target Award”) and a value ranging from zero to 200% of the Target Award (each, an “Annual Equity-Based Grant”). The actual value of each Annual Equity-Based Grant, if any, will be determined by the Board (or a committee thereof) in its sole discretion based on a review of Executive’s performance during the Company’s regular executive compensation review process. The Annual Equity-Based Grant shall vest with in four equal installments with ¼ vesting on each of the first four anniversaries of the grant date (or such shorter vesting schedule as may be provided by the Board or applicable committee), provided that Executive is authorized remains employed by the Company as of the relevant vesting date, and provided further that up to incur reasonable business expenses for promoting 70% of the business and reputation Annual Equity-Based Grant also may be subject to Company performance with respect to the achievement of pre-established performance goals established by the Board (or a committee thereof) in its discretion. To the extent an Annual Equity-Based Grant consists of shares of restricted stock or restricted stock units, the number of such shares or units will be determined by dividing the value of the Annual Equity-Based Grant (or applicable portion thereof) by the value of one share of the Company, including (without limitation) reasonable expenditures for travel, lodging, club memberships, meals and client, patron, customer and/or business associate entertainment’s common stock. The Company shall reimburse within value of one share of the Company’s common stock will be determined as if its price were the average closing sales price of the Company’s common stock for the thirty (30) trading days preceding the Executive for reasonable expenses incurred grant date as quoted on the stock exchange on which the Company’s common stock is then traded. To the extent an Annual Equity-Based Grant consists of stock appreciation rights, the number of stock appreciation rights will be determined by dividing the value of the Annual Equity-Based Grant (or applicable portion thereof) by the Executive in furtherance value of a stock appreciation right covering one share of the Company's business, provided that such expenses are incurred in accordance with ’s common stock. The value of a stock appreciation right covering one share of the Company's policies and upon presentation of documentation in accordance with expense reimbursement policies ’s common stock will be determined as if its exercise price were the average closing sales price of the Company Company’s common stock for the thirty (30) trading days preceding the grant date as they may exist from time to timequoted on the stock exchange on which the Company’s common stock is then traded and the value of such stock appreciation right will be determined by valuing it as if it were a stock option, and submission to using the Company of adequate documentation in accordance with federal income tax regulations and administrative pronouncements. (c) During the Term of Employment, the Company shall pay to the Executive an automobile allowance of Seven Hundred Dollars ($700) per monthBlack-Scholes valuation methodology. The Board exercise price for each stock appreciation right covered by an Annual Equity-Based Grant will be the closing sales price for the Company’s common stock on the grant date as quoted on the stock exchange on which the Company’s common stock is then traded. The Annual Equity-Based Grant shall review be governed by the amount terms and conditions of such monthly allowance at least annually the applicable equity award agreement between Executive and may increase the same at Company. With respect to each of the items of benefit listed in this Section 3 and any time vesting or other criteria for eligibility applicable thereto, Executive shall be credited with length of service beginning as of the Board deems appropriateinitial date of his employment by the Company, except as otherwise required by law or provided by the applicable benefit plan.

ADDITIONAL COMPENSATION AND BENEFITS. (a) As additional compensation for the Executive's services under this Employment Agreement, the Executive's covenants regarding confidentiality in Section 5 hereof and noncompetition in Section 6 hereof, during Corporation shall provide the Executive with the following: (a) During the Term of Employment, the Company agrees Executive shall be entitled, upon satisfaction of any eligibility requirements with respect thereto, to provide the Executive with the non-cash benefits being provided by the Company to its other officers participate in any and key employees as they may exist from time to timeall existing or future employee benefit plans or arrangements, including, but not limited towithout limitation, any medical, dental, vision, accidental death and dismemberment, disability, and group term life insurance plans, or retirement plans or arrangements, that are generally made available to the employees of the Corporation (collectively, the benefits described on EXHIBIT A attached hereto. Such benefits shall include leave or vacation time (not less than five (5) weeks per year"Employee Benefit Plans"), medical and dental insurance, life insurance and other health care benefits, retirement and disability benefits as may hereafter be provided by the Company in accordance with its policies as well as any stock option plan or similar employee benefit program for which key executives are or shall become eligible. The Executive's participation in each employee benefit plan or program provided to officers or other senior executives of the Company in general shall be at least as favorable to the Executive as the most highly benefited employee thereunder. (b) The Executive is authorized to incur reasonable business expenses for promoting During the business and reputation Term of the CompanyEmployment, including (without limitation) reasonable expenditures for travel, lodging, club memberships, meals and client, patron, customer and/or business associate entertainment. The Company shall reimburse within thirty (30) days the Executive for reasonable expenses incurred by the Executive in furtherance of the Company's business, provided that such expenses are incurred shall be entitled to annual vacations in accordance with the CompanyCorporation's policies vacation policy during which time the Base Salary and upon presentation of documentation the additional compensation described in accordance with expense reimbursement policies of the Company as they may exist from time this Section 4 shall continue to time, and submission be paid to the Company of adequate documentation in accordance with federal income tax regulations Executive. Such vacation days shall be taken by the Executive at such times as may be mutually agreed upon by the Executive and administrative pronouncementsthe Corporation. (c) During the Term of Employment, the Company Executive shall be authorized to incur reasonable expenses for the purpose of promoting the business of the Corporation, including without limitation, expenses for entertainment, travel and similar items, provided that such expenses are made in accordance with the Corporation's policies. The Corporation shall reimburse the Executive for such expenses upon the presentment by the Executive from time to time of an itemized accounting of such expenses, including receipts where required by federal income tax regulations, setting forth in reasonable detail the individual items for which reimbursement is sought. With respect to automobile travel on behalf of the Corporation, during the Term of Employment, the Corporation shall pay the Executive a reasonable allowance for the use and maintenance of his own automobile in accordance with the Corporation's policies in effect from time to time. (d) For each fiscal year, commencing with the fiscal year ending June 30, 2000, the Executive may receive a cash bonus award based upon improvement in the financial results of the Corporation. The amount of the cash bonus award payable for each year shall be determined by the Chief Executive Officer of the Corporation, in his sole discretion. This cash bonus award, if any, shall be paid to the Executive an automobile allowance within 60 days after the end of Seven Hundred Dollars ($700) per month. The Board shall review the amount of such monthly allowance at least annually and may increase the same at any time as the Board deems appropriateeach fiscal year.

ADDITIONAL COMPENSATION AND BENEFITS. Upon Non-Renewal by the Company or Upon Termination by the Company Without Cause or by Executive for Good Reason. If, at any time, (ai) As additional compensation the Company elects not to renew this Agreement for any Renewal Term and Executive’s employment terminates as a result of such non renewal, (ii) the Company terminates Executive's services under this Agreement, the Executive's covenants regarding confidentiality ’ s employment without Cause (as defined in Section 5 hereof and noncompetition 9(b) above), or (iii) Executive terminates his employment for Good Reason (as defined in Section 9(d) above), then the Company shall, subject to Executive’s execution of a general release of claims in favor of the Company and subject to Executive’s compliance with Section 6 hereofand Section 7, during provide to Executive, in addition to the Term amounts set forth in Section l0(a) above, an amount equal to three (3) months of EmploymentExecutive’s then-current annualized Base Salary, payable in three (3) equal monthly installments commencing on the Company’s first regular payroll date after the release of claims provided by Executive has become effective and binding upon Executive, provided, that, if the maximum forty-five (45) day consideration period and revocation period described in Section 10(d) spans two tax years, then the payments shall commence in the second tax year. Additionally, if Executive is eligible and timely elects to continue his health insurance coverage pursuant to the COBRA statute, and subject to Executive’s execution of the release of claims referred to above, the Company agrees will continue to provide pay its portion of Executive’s monthly health insurance premiums for the Executive with earlier of (A) the non-cash benefits being three (3) months following the effective date of termination of Executive’s employment or, (B) the date Executive’s coverage under such group health plans terminates for any reason; provided by that the Company’s payment of such premiums shall be limited to the same proportion of the cost of coverage under the Company’s group health plans as the Company pays on behalf of its employees generally (the “COBRA Entitlement”). Executive shall have no obligation to its other officers and key employees as they may exist from time to time, including, but not limited to, the benefits described on EXHIBIT A attached hereto. Such benefits shall include leave or vacation time (not less than five (5) weeks per year), medical and dental insurance, life insurance and other health care benefits, retirement and disability benefits as may hereafter be provided by the Company in accordance with its policies as well as mitigate any stock option plan or similar employee benefit program for which key executives are or shall become eligible. The Executive's participation in each employee benefit plan or program provided to officers or other senior executives severance obligation of the Company in general shall be at least as favorable to the Executive as the most highly benefited employee thereunder. (b) The Executive is authorized to incur reasonable business expenses for promoting the business and reputation of the Company, including (without limitation) reasonable expenditures for travel, lodging, club memberships, meals and client, patron, customer and/or business associate entertainmentunder this Agreement by seeking new employment. The Company shall reimburse within thirty (30) days the not be entitled to set off or reduce any severance payments owed to Executive for reasonable expenses incurred under this Agreement by the amount of earnings or benefits received by Executive in furtherance future employment. Notwithstanding the foregoing, with respect to any stock options, restricted stock, or other plans or programs in which Executive is participating at the time of the Company's businesstermination of his employment, provided that such expenses are incurred Executive’s rights and benefits under each of these plans shall be determined in accordance with the Company's policies terms, conditions, and upon presentation of documentation in accordance with expense reimbursement policies limitations of the Company as they plans and any separate agreement executed by Executive which may exist from time to time, and submission to the Company of adequate documentation then be in accordance with federal income tax regulations and administrative pronouncementseffect. (c) During the Term of Employment, the Company shall pay to the Executive an automobile allowance of Seven Hundred Dollars ($700) per month. The Board shall review the amount of such monthly allowance at least annually and may increase the same at any time as the Board deems appropriate.

ADDITIONAL COMPENSATION AND BENEFITS. (a) As additional compensation for the Executive's ’s services under this Agreement, the Executive's ’s covenants regarding confidentiality in Section 5 7 hereof and noncompetition in Section 6 8 hereof, during the Term of Employment, the Company agrees to provide the Executive with the non-cash such other benefits being provided by the Company as it provides to its other officers and key employees as they may exist from time to time, including, but not limited to, time and subject to the benefits described on EXHIBIT A attached heretoeligibility provisions of any such employee benefit plans and policies. Such benefits Executive shall include be eligible for leave or vacation time (not less than five (5) weeks per year), medical and dental insurance, life insurance and other health care benefits, retirement and disability benefits as may hereafter be provided by the Company in accordance with its policies as well as any stock option plan or similar employee benefit program for which key executives are or shall become eligible. The Executive's participation in each employee benefit plan or program provided to officers or other senior executives of the Company in general shall be at least as favorable to the Executive as the most highly benefited employee thereunder. (b) The Executive shall be eligible to participate in the Company’s Supplemental Executive Retirement Plan (“SERP”), to the extent that the Board has adopted a SERP. The Executive’s retirement benefits under the SERP shall be determined and paid in accordance with the terms of the SERP plan document. (c) The Board shall have the discretion to make equity grants to the Executive under the Company’s Long Term Incentive Plan. (d) The Executive is authorized to incur reasonable business expenses for promoting the business and reputation of the Company, including (without limitation) reasonable expenditures for travel, lodging, club memberships, meals and client, patron, customer and/or business associate entertainment. The Company shall reimburse within thirty (30) days the Executive for reasonable expenses incurred by the Executive in furtherance of the Company's ’s business, provided that such expenses are incurred in accordance with the Company's ’s policies and upon presentation of documentation in accordance with expense reimbursement policies of the Company as they may exist from time to time, and submission to the Company of adequate documentation in accordance with federal income tax regulations and administrative pronouncements. (ce) During the Term of Employment, the Company shall pay to the Executive an automobile allowance of Seven Hundred Dollars ($700) per month. The Board shall review the amount of such monthly allowance at least annually and may increase the same at any time as the Board deems appropriate.

ADDITIONAL COMPENSATION AND BENEFITS. (a) As additional compensation for the Executive's services under this Agreement, the Executive's covenants regarding confidentiality in Section 5 hereof and noncompetition in Section 6 hereof, during the Term of Employment, the Company agrees to provide the Executive with the non-cash benefits being provided by the Company to its other officers and key employees as they may exist from time to time, including, but not limited to, the benefits described on EXHIBIT A attached hereto. Such benefits shall include leave or vacation time (not less than five (5) six weeks per year), ) medical and dental insurance, life insurance and other health care benefits, retirement and disability benefits as may hereafter be provided by the Company in accordance with its policies for executive employees as well as any stock option plan or similar employee benefit program for which key executives are or shall become eligible. The Executive's participation in each employee benefit plan or program provided generally to officers or other senior executives of the Company in general shall be at least as favorable to the Executive as the most highly benefited employee thereunder. (b) The Executive is authorized to incur reasonable business expenses for promoting the business and reputation of the Company, including (without limitation) reasonable expenditures for travel, lodging, club memberships, meals and client, patron, customer and/or business associate entertainment. The Company shall reimburse within thirty (30) 30 days the Executive for reasonable expenses incurred by the Executive in furtherance of the Company's business, provided that such expenses are incurred in accordance with the Company's policies and upon presentation of documentation in accordance with expense reimbursement policies of the Company as they may exist from time to time, and submission to the Company of adequate documentation in accordance with federal income tax regulations and administrative pronouncements. (c) During the Term of Employment, the Company shall pay to the Executive an automobile allowance of Seven Hundred Dollars ($700) 700 per month. The Board shall review the amount of such monthly allowance at least annually and may increase the same at any time as the Board deems appropriate. (d) In the event of the sale of all or substantially all of the assets of the Company or the acquisition by any person other than KeySpan Corporation doing business as KeySpan Energy or its affiliates ("KeySpan") of a majority of the outstanding common stock of the Company, the Company agrees to award reasonable compensation to the Executive in recognition of his services provided in consummating such transaction. (e) Upon execution of this Agreement, the Executive shall be entitled to receive 10,000 shares of Common Stock of the Company. Such stock shall be restricted from transfer and subject to forfeiture in the event the Executive's employment shall be terminated prior to the third anniversary of this Agreement and otherwise shall vest, be nonforfeitable and freely transferable in equal one-third increments on each anniversary of this Agreement. Such stock shall also vest upon a termination of the Executive's employment during the Term of Employment by the Executive for Good Reason (defined in Section 7 hereof) or by the Company for any reason other than Cause (defined in Section 7 hereof).

ADDITIONAL COMPENSATION AND BENEFITS. During the Term of this Agreement, Executive shall also be eligible for the following additional compensation and benefits: (a) As additional compensation for the Executive's services under this AgreementExecutive shall be eligible to participate in all employee benefit plans and fringe benefits (including post-retirement benefit plans and programs, the Executive's covenants regarding confidentiality in Section 5 hereof and noncompetition in Section 6 hereof, during the Term of Employment, the Company agrees to provide the Executive with the non-cash benefits being if any) as may be provided by the Company to its other officers and key employees as they may exist from time to timetime on the same basis as other senior executives of the Company are eligible, subject to and to the extent that Executive is eligible under such benefit plans in accordance with their respective terms. Executive acknowledges that the Company may seek to obtain key-man life (or similar) insurance in connection with Executive’s employment, and Executive agrees to cooperate with the Company’s reasonable requests to obtain such coverage, including, without limitation, submitting to reasonable physical examinations. (b) Executive shall be entitled to reasonable periods of paid time off during the Term in accordance with the Company’s policies regarding paid time off and paid holidays for senior executives of the Company. (c) The Company shall pay or reimburse Executive for all of his out-of-pocket expenses reasonably incurred in the performance of his duties hereunder on behalf of the Company, including, but not limited to, overnight delivery charges, long distance telephone and facsimile charges and travel expenses (including airfare, hotels, car rental expenses and meals), all in accordance with the benefits described on EXHIBIT A attached heretoCompany’s expense reimbursement policies now in force or as such policies may be modified in the future. Such benefits Payment shall include leave be due after the Company’s receipt of Executive’s invoice or vacation time expense report therefor in accordance with the Company’s expense reimbursement policies. In addition, the Company and Executive agree that the Company shall reimburse Executive for Executive’s reasonable legal expenses incurred in connection with the negotiation and drafting of this Agreement; provided, however, that the Company’s obligation to reimburse such expenses shall be capped at $15,000.00. (d) During the Term, the Company shall make available to Executive health, life and short and long-term disability insurance, in scope and coverage equivalent to that provided to other senior executives of the Company; provided, however, that the short and long-term disability insurance coverage shall be for an amount not less than five (5) weeks per year), medical 60% of Executive’s Base Salary and dental insurance, life insurance and other health care benefits, retirement and disability benefits as such coverage may hereafter be provided by the Company in accordance with its policies supplementing benefits provided under the Company’s existing group disability policy, as well as any stock option plan or similar employee benefit program for which key executives are or shall become eligible. The Executive's participation in each employee benefit plan or program provided to officers or other senior executives of the Company in general shall be at least as favorable to the Executive as the most highly benefited employee thereundernecessary. (be) During the Term, commencing with the 2023 calendar year, the Company may award Executive an annual equity-based award (in a form to be determined by the Board (or a committee thereof)) with a target value of $6 million to $9 million (the “Target Award”) and a value ranging from zero to 250% of the Target Award (each, an “Annual Equity-Based Grant”). The actual value of each Annual Equity-Based Grant, if any, will be determined by the Board (or a committee thereof) in its sole discretion based on a review of Executive’s performance during the Company’s regular executive compensation review process. The Annual Equity-Based Grant shall vest in three equal installments with ⅓ vesting on each of the first three anniversaries of the grant date (or such shorter vesting schedule as may be provided by the Board or applicable committee), provided that Executive remains employed by the Company as of the relevant vesting date, and provided further that up to 70% of the Annual Equity-Based Grant also may be subject to Company performance with respect to the achievement of pre-established performance goals established by the Board (or a committee thereof) in its discretion, and to the extent that the Annual Equity-Based Grant is authorized comprised of such a performance-based equity award, then subject to incur reasonable business expenses achievement of the applicable performance goals, it shall vest in three equal installments with ⅓ vesting on each of the first three anniversaries of the grant date (or such shorter vesting schedule as may be provided by the Board or applicable committee). To the extent an Annual Equity-Based Grant consists of shares of restricted stock or restricted stock units, the number of such shares or units will be determined by dividing the value of the Annual Equity-Based Grant (or applicable portion thereof) by the value of one share of the Company’s common stock. The value of one share of the Company’s common stock will be determined as if its price were the average closing sales price of the Company’s common stock for promoting the business thirty (30) trading days preceding the grant date as quoted on the stock exchange on which the Company’s common stock is then traded. To the extent an Annual Equity-Based Grant consists of stock appreciation rights, the number of stock appreciation rights will be determined by dividing the value of the Annual Equity-Based Grant (or applicable portion thereof) by the value of a stock appreciation right covering one share of the Company’s common stock. The value of a stock appreciation right covering one share of the Company’s common stock will be determined as if its exercise price were the average closing sales price of the Company’s common stock for the thirty (30) trading days preceding the grant date as quoted on the stock exchange on which the Company’s common stock is then traded and reputation the value of such stock appreciation right will be determined by valuing it as if it were a stock option, using the Black-Scholes valuation methodology. The exercise price for each stock appreciation right covered by an Annual Equity-Based Grant will be the closing sales price for the Company’s common stock on the grant date as quoted on the stock exchange on which the Company’s common stock is then traded. The Annual Equity-Based Grant shall be governed by the terms and conditions of the applicable equity award agreement between Executive and the Company. With respect to each of the benefit items listed in this Section 3 and any vesting or other criteria for eligibility applicable thereto, Executive shall be credited with length of service beginning as of the initial date of his employment by the Company, except as otherwise required by law or provided by the applicable benefit plan. For avoidance of doubt and pursuant to Section 5.2, if Executive continues to serve as a member of the Board following termination of employment as President and Chief Executive Officer of the Company, including (without limitation) reasonable expenditures for travel, lodging, club memberships, meals and client, patron, customer and/or business associate entertainment. The Company shall reimburse within thirty (30) days the Executive for reasonable expenses incurred by the Executive in furtherance of the Company's business, provided that such expenses are incurred in accordance with the Company's policies and upon presentation of documentation in accordance with expense reimbursement policies of the Company as they may exist from time to time, and submission to the Company of adequate documentation in accordance with federal income tax regulations and administrative pronouncements. (c) During the Term of Employment, the Company shall pay to the Executive an automobile allowance of Seven Hundred Dollars ($700) per month. The Board shall review the amount of such monthly allowance at least annually and may increase the same at any time as continued service on the Board deems appropriatewill constitute continuous service for purposes of vesting of any of Executive’s then-unvested equity grants at the time of Executive’s termination of employment.