Common use of Contents of Agreement; Amendment and Assignment Clause in Contracts

Contents of Agreement; Amendment and Assignment. (a) This Agreement supersedes all prior agreements, sets forth the entire understanding between the Parties hereto with respect to the subject matter hereof and cannot be changed, modified, extended or terminated except upon written amendment executed by Employee and executed on the Company’s behalf by a senior executive officer or a senior management representative having supervisory responsibility with respect to Employee and/or Board approval. The provisions of this Agreement may provide for payments to Employee under certain compensation or bonus plans under circumstances where such plans would not provide for payment thereof. It is the specific intention of the Parties that the provisions of this Agreement shall supersede any provisions to the contrary in such plans, and such plans shall be deemed to have been amended to correspond with this Agreement without further action by the Company or the Board. (b) Nothing in this Agreement shall be construed as giving Employee any right to be retained in the employ of the Company, or as changing or modifying the “at will” nature of Employee’s employment status. (c) All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, representatives, successors and assigns of the Parties hereto, except that the duties and responsibilities of Employee and the Company hereunder shall not be assignable, in whole or in part, except as expressly authorized herein. If Employee should die after a Termination in Connection with a Change in Control and while any amount payable hereunder would still be payable to Employee if Employee had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Employee’s devises, legates or other designees or, if there is no such designee, to Employee’s estate. (d) Notwithstanding the foregoing, the Company may amend this Agreement at any time without the consent of the Employee if the Company determines, based on the advice of outside counsel, that such amendment is necessary to comply with the requirements of Section 409A of the Code with respect to any particular amount or benefit that the Employee is entitled to receive under this Agreement. However, no amendment shall reduce the aggregate amounts and benefits the Employee is entitled to receive hereunder unless such aggregate amounts and benefits are prohibited by Section 409A of the Code or other applicable law.

Contents of Agreement; Amendment and Assignment. (a) This Agreement supersedes all prior agreements, sets forth the entire understanding between the Parties parties hereto with respect to the subject matter hereof and cannot be changed, modified, extended or terminated except upon written amendment executed by Employee and approved by the Board and executed on the Company’s behalf by a senior executive officer duly authorized officer; provided, however, that except as stated in Section 7 above, this Agreement is not intended to supersede or alter Employee’s rights under any compensation, benefit plan or program, unless specifically modified hereunder, in which Employee participated and under which Employee retains a senior management representative having supervisory responsibility with respect right to Employee and/or Board approvalbenefits. The provisions of this Agreement may provide for payments to Employee under certain compensation or bonus plans under circumstances where such plans would not provide for payment thereof. It is the specific intention of the Parties parties that the provisions of this Agreement shall supersede any provisions to the contrary in such plans, to the extent that the provisions of this Agreement are more favorable to Employee than the terms of such plans, and such plans shall be deemed to have been amended to correspond with this Agreement without further action by the Company or the Board. (b) Nothing in this Agreement shall be construed as giving Employee any right to be retained in the employ of the Company, or as changing or modifying the “at will” nature of Employee’s employment status. (c) All of the terms and provisions of this Agreement Agreement, including the covenants of Section 5, shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, representatives, successors and assigns of the Parties parties hereto, except . (d) It is the Parties’ intention that the duties benefits and responsibilities rights to which Employee could become entitled in connection with Termination of Employment comply with Code Section 409A. If Employee and or the Company hereunder believes, at any time, that any of such benefits or rights do not so comply, he or it shall not be assignable, promptly advise the other party and shall negotiate reasonably and in whole or in part, except as expressly authorized herein. If Employee should die after a Termination in Connection with a Change in Control and while any amount payable hereunder would still be payable good faith to Employee if Employee had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with amend the terms of this Agreement to Employee’s devises, legates or other designees or, if there is no such designee, to Employee’s estate. that it complies (d) Notwithstanding the foregoing, the Company may amend this Agreement at any time without the consent of the Employee if the Company determines, based on the advice of outside counsel, that such amendment is necessary to comply with the requirements of Section 409A of most limited economic effect on Employee and the Code with respect to any particular amount or benefit that the Employee is entitled to receive under this Agreement. However, no amendment shall reduce the aggregate amounts and benefits the Employee is entitled to receive hereunder unless such aggregate amounts and benefits are prohibited by Section 409A of the Code or other applicable lawCompany).

Contents of Agreement; Amendment and Assignment. (a) This Agreement supersedes all prior agreements, sets forth the entire understanding between the Parties hereto with respect to the subject matter hereof and cannot be changed, modified, extended or terminated except upon written amendment executed approved by Employee the Committee and executed on the Company’s its behalf by a senior executive duly authorized officer or a senior management representative having supervisory responsibility with respect to Employee and/or Board approval. The provisions of this Agreement may provide for payments to Employee under certain compensation or bonus plans under circumstances where such plans would not provide for payment thereof. It is the specific intention of the Parties that the provisions of this Agreement shall supersede any provisions to the contrary in such plans, Company and such plans shall be deemed to have been amended to correspond with this Agreement without further action by the Company or the BoardExecutive. (b) Nothing in this Agreement shall be construed as giving Employee The Company will require any right successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to be retained in all or substantially all of the employ business or assets of the Company, by agreement in form and substance reasonably satisfactory to the Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any persons acquiring directly or as changing indirectly all or modifying substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “at willCompany” nature for the purposes of Employee’s employment statusthis Agreement), but will not otherwise be assignable, transferable or delegable by the Company. (c) All of the terms and provisions of this This Agreement shall be binding upon and will inure to the benefit of and be enforceable by the respective Executive’s personal or legal representatives, executors, administrators, successors, heirs, representativesdistributees and legatees. The compensation and termination of employment rights described in Sections 2 and 3 of this Agreement are in addition to, successors not in lieu of, the compensation and assigns termination of employment rights described in the Parties hereto, except that Executive’s Offer Letter. The provisions of Sections 4 through 9 replace and supersede in their entirety the duties provisions of Executive’s Offer Letter and responsibilities of Employee any other oral or written agreement between the Executive and the Company hereunder shall not that relate to such matters, as applicable, and such provisions in such other agreements will be assignable, null and void and without effect as of the Effective Date. Except as otherwise described in whole or in part, except as expressly authorized herein. If Employee should die after a Termination in Connection with a Change in Control and while any amount payable hereunder would still be payable to Employee if Employee had continued to livethis Section 13(c), all such amounts, unless otherwise provided herein, shall be paid compensation and termination of employment rights described in accordance with the terms of this Agreement to EmployeeExecutive’s devises, legates or other designees or, if there is no such designee, to Employee’s estateOffer Letter remain in full force and effect. (d) Notwithstanding This Agreement is personal in nature and neither of the foregoingparties hereto will, the Company may amend this Agreement at any time without the consent of the Employee if other, assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 13(a) and (b). Without limiting the generality or effect of the foregoing, the Executive’s right to receive payments hereunder will not be assignable, transferable or delegable, whether by pledge, creation of a security interest, or otherwise, other than by a transfer by the Executive’s will or by the laws of descent and distribution and, in the event of any attempted assignment or transfer contrary to this Section 13(c), the Company determineswill have no liability to pay any amount so attempted to be assigned, based on the advice of outside counsel, that such amendment is necessary to comply with the requirements of Section 409A of the Code with respect to any particular amount transferred or benefit that the Employee is entitled to receive under this Agreement. However, no amendment shall reduce the aggregate amounts and benefits the Employee is entitled to receive hereunder unless such aggregate amounts and benefits are prohibited by Section 409A of the Code or other applicable lawdelegated.

Contents of Agreement; Amendment and Assignment. (a) This Agreement supersedes all prior agreements, sets forth the entire understanding between the Parties hereto with respect to the subject matter hereof and cannot be changed, modified, extended or terminated except upon written amendment executed by Employee and executed on the Company’s 's behalf by a senior executive officer or a senior management representative having supervisory responsibility with respect to Employee and/or Board approval. The provisions of this Agreement may provide for payments to Employee under certain compensation or bonus plans under circumstances where such plans would not provide for payment thereof. It is the specific intention of the Parties that the provisions of this Agreement shall supersede any provisions to the contrary in such plans, and such plans shall be deemed to have been amended to correspond with this Agreement without further action by the Company or the Board. (b) Nothing in this Agreement shall be construed as giving Employee any right to be retained in the employ of the Company, or as changing or modifying the “"at will” " nature of Employee’s 's employment status. (c) All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, representatives, successors and assigns of the Parties hereto, except that the duties and responsibilities of Employee and the Company hereunder shall not be assignable, in whole or in part, except as expressly authorized herein. If Employee should die after a Termination in Connection with a Change in Control and while any amount payable hereunder would still be payable to Employee if Employee had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Employee’s 's devises, legates or other designees or, if there is no such designee, to Employee’s 's estate. (d) Notwithstanding the foregoing, the Company may amend this Agreement at any time without the consent of the Employee if the Company determines, based on the advice of outside counsel, that such amendment is necessary to comply with the requirements of Section 409A of the Code with respect to any particular amount or benefit that the Employee is entitled to receive under this Agreement. However, no amendment shall reduce the aggregate amounts and benefits the Employee is entitled to receive hereunder unless such aggregate amounts and benefits are prohibited by Section 409A of the Code or other applicable law.

Contents of Agreement; Amendment and Assignment. (a) This Agreement contains the entire agreement between MFA and the Executive concerning the subject matter hereof and upon the Effective Date supersedes all prior agreements, sets forth the entire understanding understandings, discussions, negotiations and undertakings, whether written or oral, between the Parties hereto them with respect thereto; provided that, this Agreement shall not replace or supersede any obligation of the Company to provide severance payments in connection with the imposition of any non-competition restrictions set forth in any of Executive’s equity award agreements, notwithstanding the terms and provisions of such equity award agreements, and such obligation shall be in addition to the subject matter hereof and cannot Company’s obligations hereunder. For the avoidance of doubt, each agreement evidencing Executive’s equity awards outstanding as of the Effective Date shall be deemed to be amended in accordance with the terms of this Agreement. (b) This Agreement can be changed, modified, extended terminated or terminated except upon written amendment executed amended only in a writing that is signed by Employee both the Executive and executed on MFA and that specifically identifies the Company’s behalf by a senior executive officer or a senior management representative having supervisory responsibility with respect to Employee and/or Board approval. The provisions provision(s) of this Agreement may provide for payments to Employee under certain compensation that are being changed, modified, terminated or bonus plans under circumstances where such plans would not provide for payment thereofamended. It is No waiver by either MFA or the specific intention Executive at any time of any breach by the Parties that the provisions other party of any condition or provision of this Agreement shall supersede any provisions to the contrary in such plans, and such plans shall be deemed to have been amended to correspond with this Agreement without further action a waiver of a similar or dissimilar condition or provision at the same or at any prior or subsequent time. Any waiver must be in writing and signed by the Company Executive or the Board. (b) Nothing in this Agreement shall be construed CEO, as giving Employee any right to be retained in the employ of the Company, or as changing or modifying the “at will” nature of Employee’s employment statuscase may be. (c) All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, executors, administrators, legal representatives, successors and assigns of the Parties parties hereto, except that the duties and responsibilities of Employee Executive under this Agreement are of a personal nature and the Company hereunder shall not be assignable, assignable or delegatable in whole or in partpart by Executive. The Company shall require any successor (whether direct or indirect, except as by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, within 15 days of such succession, expressly authorized herein. If Employee should die after a Termination in Connection with a Change in Control to assume and while any amount payable hereunder would still be payable agree to Employee if Employee had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of perform this Agreement in the same manner and to Employee’s devises, legates or other designees or, the same extent as the Company would be required to perform if there is no such designee, to Employee’s estatesuccession had taken place. (d) Notwithstanding the foregoing, the Company may amend this Agreement at any time without the consent of the Employee if the Company determines, based on the advice of outside counsel, that such amendment is necessary to comply with the requirements of Section 409A of the Code with respect to any particular amount or benefit that the Employee is entitled to receive under this Agreement. However, no amendment shall reduce the aggregate amounts and benefits the Employee is entitled to receive hereunder unless such aggregate amounts and benefits are prohibited by Section 409A of the Code or other applicable law.

Contents of Agreement; Amendment and Assignment. (a) This Agreement supersedes all prior agreements, sets forth the entire understanding between the Parties parties hereto and supersedes all prior and contemporaneous agreements with respect to the subject matter hereof hereof[[, including, without limitation, the provisions of Section [_] of the employment letter agreement [of even date herewith] between the [__________ and Employee] (the “Employment Agreement”) as they would apply in the event of a Change of Control. For purposes of clarity, any payments made to Employee pursuant to the provisions of this Agreement shall be made instead of, and not in addition to, payments that would otherwise be made pursuant to Section [__] of the Employment Agreement.]] This Agreement cannot be changed, modified, extended or terminated except upon written amendment executed by the Employee and approved by the Board and executed on the Company’s behalf by a senior executive officer or a senior management representative having supervisory responsibility with respect to Employee and/or Board approvalduly authorized officer. The provisions of this Agreement may provide for payments to the Employee under certain compensation or bonus plans (including without limitation the AIP and Stock Plan) under circumstances where such plans would not provide for payment thereof. It is the specific intention of the Parties parties that the provisions of this Agreement shall supersede any provisions to the contrary in such plans, and such plans shall be deemed to have been amended to correspond with this Agreement without further action by the Company or the BoardBoards of BMBC or the Company. (b) Nothing in this Agreement shall be construed as giving the Employee any right to be retained in the employ of the Company, or as changing or modifying the “at will” nature of Employee’s employment status. (c) The Employee acknowledges that from time to time, the Company may establish, maintain and distribute employee manuals or handbooks or personnel policy manuals, and officers or other representatives of the Company may make written or oral statements relating to personnel policies and procedures. Such manuals, handbooks and statements are intended only for general guidance. No policies, procedures or statements of any nature by or on behalf of the Company (whether written or oral, and whether or not contained in any employee manual or handbook or personnel policy manual), and no acts or practices of any nature, shall be construed to modify this Agreement. (d) All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, representatives, successors and assigns of the Parties parties hereto, except that the duties and responsibilities of the Employee and the Company hereunder shall not be assignable, assignable in whole or in part, except as expressly authorized herein. If Employee should die after a Termination in Connection with a Change in Control and while any amount payable hereunder would still be payable to Employee if Employee had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with part by the terms of this Agreement to Employee’s devises, legates or other designees or, if there is no such designee, to Employee’s estateCompany. (d) Notwithstanding the foregoing, the Company may amend this Agreement at any time without the consent of the Employee if the Company determines, based on the advice of outside counsel, that such amendment is necessary to comply with the requirements of Section 409A of the Code with respect to any particular amount or benefit that the Employee is entitled to receive under this Agreement. However, no amendment shall reduce the aggregate amounts and benefits the Employee is entitled to receive hereunder unless such aggregate amounts and benefits are prohibited by Section 409A of the Code or other applicable law.

Contents of Agreement; Amendment and Assignment. (a) This Agreement supersedes all prior agreements, sets forth the entire understanding between the Parties hereto with respect to the subject matter hereof and cannot be changed, modified, extended or terminated except upon written amendment executed by Employee Executive and executed on the Company’s behalf by a senior executive officer or a senior management representative having supervisory responsibility with respect to Employee and/or Board approvalduly authorized officer. The provisions of this Agreement may provide for payments to Employee Executive under certain compensation or bonus plans under circumstances where such plans would not provide for payment thereof. It is the specific intention of the Parties that the provisions of this Agreement shall supersede any provisions to the contrary in such plans, and such plans shall be deemed to have been amended to correspond with this Agreement without further action by the Company or the Board. (b) Nothing in this Agreement shall be construed as giving Employee Executive any right to be retained in the employ of the Company, or as changing or modifying the “at will” nature of EmployeeExecutive’s employment status. (c) All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, representatives, successors and assigns of the Parties hereto, except that the duties and responsibilities of Employee Executive and the Company hereunder shall not be assignable, assignable in whole or in part, except as expressly authorized hereinpart by the Company. If Employee Executive should die after a Executive’s Termination in Connection with a Change in Control Date and while any amount payable hereunder would still be payable to Employee Executive hereunder if Employee Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to EmployeeExecutive’s devises, legates or other designees or, if there is no such designee, to EmployeeExecutive’s estate. (d) Notwithstanding the foregoing, the Company may amend this Agreement at any time without the consent of the Employee if the Company determines, based on the advice of outside counsel, that such amendment is necessary to comply with the requirements of Section 409A of the Code with respect to any particular amount or benefit that the Employee is entitled to receive under this Agreement. However, no amendment shall reduce the aggregate amounts and benefits the Employee is entitled to receive hereunder unless such aggregate amounts and benefits are prohibited by Section 409A of the Code or other applicable law.

Contents of Agreement; Amendment and Assignment. (a) This Agreement supersedes all prior agreements, sets forth the entire understanding between the Parties hereto with respect to the subject matter hereof and cannot be changed, modified, extended or terminated except upon written amendment executed by Employee Executive and executed on the Company’s 's behalf by a senior executive officer or a senior management representative having supervisory responsibility with respect to Employee and/or Board approvalduly authorized officer. The provisions of this Agreement may provide for payments to Employee Executive under certain compensation or bonus plans under circumstances where such plans would not provide for payment thereof. It is the specific intention of the Parties that the provisions of this Agreement shall supersede any provisions to the contrary in such plans, and such plans shall be deemed to have been amended to correspond with this Agreement without further action by the Company or the Board. (b) Nothing in this Agreement shall be construed as giving Employee Executive any right to be retained in the employ of the Company, or as changing or modifying the “"at will” " nature of Employee’s Executive's employment status. (c) All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, representatives, successors and assigns of the Parties hereto, except that the duties and responsibilities of Employee Executive and the Company hereunder shall not be assignable, assignable in whole or in part, except as expressly authorized hereinpart by the Company. If Employee Executive should die after a his Termination in Connection with a Change in Control Date and while any amount payable hereunder would still be payable to Employee Executive hereunder if Employee Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Employee’s Executive's devises, legates or other designees or, if there is no such designee, to Employee’s Executive's estate. (d) Notwithstanding the foregoing, the Company may amend this Agreement at any time without the consent of the Employee if the Company determines, based on the advice of outside counsel, that such amendment is necessary to comply with the requirements of Section 409A of the Code with respect to any particular amount or benefit that the Employee is entitled to receive under this Agreement. However, no amendment shall reduce the aggregate amounts and benefits the Employee is entitled to receive hereunder unless such aggregate amounts and benefits are prohibited by Section 409A of the Code or other applicable law.

Contents of Agreement; Amendment and Assignment. (a) This Agreement Agreement, including the Code of Ethics, supersedes all prior agreementsagreements with respect to the subject matter hereof, sets forth the entire understanding between the Parties hereto with respect to the subject matter hereof and cannot be changed, modified, extended or terminated except upon written amendment executed by Employee and executed on the Company’s behalf by a senior executive officer duly authorized officer, except for revisions or a senior management representative having supervisory responsibility with respect additions to Attachment B, which may be unilaterally modified by the Company upon written notice to Employee[; provided, however, that this Agreement, except as expressly set forth in Section 9, does not supersede, modify or change any existing written award agreements regarding stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance awards, performance units or other stock-based awards issued to Employee and/or Board approvalprior to the effective date of this Agreement]. The provisions of this Agreement may provide for payments to Employee under certain compensation or bonus plans under circumstances where such plans would not provide for payment thereof. It is the specific intention of the Parties that the provisions of this Agreement shall supersede any provisions to the contrary in such plans, and such plans shall be deemed to have been amended to correspond with this Agreement without further action by the Company Company, the Company’s Board of Directors or the BoardBoard unless such amendment would contravene the provisions of section 409A of the Code and result in the imposition of additional taxes under section 409A of the Code upon Employee. (b) Nothing in this Agreement shall be construed as giving Employee any right to be retained in the employ of the Company, or as changing or modifying the “at will” nature of Employee’s employment status. (c) All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, representatives, successors and assigns of the Parties hereto, except that the duties and responsibilities of Employee and the Company hereunder shall not be assignable, assignable in whole or in part, except as expressly authorized hereinpart by the Company. If Employee should die after a Employee’s Termination in Connection with a Change in Control Date and while any amount payable hereunder would still be payable to Employee hereunder if Employee had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Employee’s devises, legates or other designees or, if there is no such designee, to Employee’s estate. (d) Notwithstanding the foregoing, the Company may amend this Agreement at any time without the consent of the Employee if the Company determines, based on the advice of outside counsel, that such amendment is necessary to comply with the requirements of Section 409A of the Code with respect to any particular amount or benefit that the Employee is entitled to receive under this Agreement. However, no amendment shall reduce the aggregate amounts and benefits the Employee is entitled to receive hereunder unless such aggregate amounts and benefits are prohibited by Section 409A of the Code or other applicable law.

Contents of Agreement; Amendment and Assignment. (a) This Agreement supersedes all prior agreementsagreements (including the Existing Agreement, which is hereby terminated, but not including the Employee Confidentiality Agreement and Indemnification Agreement referred to above) and sets forth the entire understanding between the Parties hereto with respect to the subject matter hereof and cannot be changed, modified, extended or terminated except upon written amendment executed by Employee Executive and executed on the Company’s behalf by a senior executive officer or a senior management representative having supervisory responsibility with respect to Employee and/or Board approvalduly authorized officer. The provisions of this Agreement may provide for payments to Employee Executive under certain compensation or bonus plans under circumstances where such plans would not provide for payment thereof. It is the specific intention of the Parties that the provisions of this Agreement shall supersede any provisions to the contrary in such plans, and such plans shall be deemed to have been amended to correspond with this Agreement without further action by the Company or the Board. (b) Nothing in this Agreement shall be construed as giving Employee Executive any right to be retained in the employ of the Company, or as changing or modifying the “at will” nature of EmployeeExecutive’s employment status. (c) All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, representatives, successors and assigns of the Parties hereto, except that the duties and responsibilities of Employee Executive and the Company hereunder shall not be assignable, assignable in whole or in part, except as expressly authorized hereinpart by the Company. If Employee Executive should die after a Executive’s Termination in Connection with a Change in Control Date and while any amount payable hereunder would still be payable to Employee Executive hereunder if Employee Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to EmployeeExecutive’s devises, legates or other designees or, if there is no such designee, to EmployeeExecutive’s estate. (d) Notwithstanding the foregoing, the Company may amend this Agreement at any time without the consent of the Employee if the Company determines, based on the advice of outside counsel, that such amendment is necessary to comply with the requirements of Section 409A of the Code with respect to any particular amount or benefit that the Employee is entitled to receive under this Agreement. However, no amendment shall reduce the aggregate amounts and benefits the Employee is entitled to receive hereunder unless such aggregate amounts and benefits are prohibited by Section 409A of the Code or other applicable law.

Contents of Agreement; Amendment and Assignment. (a) This Agreement supersedes (including the Restrictive Covenants) and the Confidentiality Agreements supersede all prior agreements, sets agreements and set forth the entire understanding between among the Parties parties hereto with respect to the subject matter hereof or thereof and cannot be changed, modified, extended or terminated except upon written amendment executed approved by Employee the parties and executed on the Company’s their behalf by a senior executive duly authorized officer or a senior management representative having supervisory responsibility with respect to in the case of the Company and Employee and/or Board approvalin the case of Employee. The provisions Without limitation of the foregoing, Employee acknowledges that the effect of this Agreement may provide for payments provision is that no oral modifications of any nature whatsoever to Employee under certain compensation or bonus plans under circumstances where such plans would not provide for payment thereof. It is the specific intention of the Parties that the provisions of this Agreement shall supersede any provisions to or the contrary in such plans, and such plans Confidentiality Agreements shall be deemed to have been amended to correspond with this Agreement without further action by the Company or the Board. (b) Nothing permitted. In addition, nothing in this Agreement or in the Confidentiality Agreements shall be construed as giving Employee any right to be retained in the employ of the Company beyond the expiration of the Employment Term, and Employee specifically acknowledges that if Employee's employment by the Company continues beyond the expiration of the Employment Term, Employee shall be an employee-at-will of the Company, and thus subject to discharge at any time by the Company with or as changing without cause and without compensation of any nature hereunder. (b) Employee acknowledges that from time to time, the Company may establish, maintain and distribute employee manuals or modifying handbooks or personnel policy manuals, and officers or other representatives of the “at will” Company may make written or oral statements relating to personnel policies and procedures. Such manuals, handbooks and statements are intended only for general guidance. No policies, procedures or statements of any nature by or on behalf of the Company (whether written or oral, and whether or not contained in any employee manual or handbook or personnel policy manual), and no acts or practices of any nature, shall be construed to modify this Agreement or the Confidentiality Agreements or to create express or implied obligations of any nature to Employee’s employment status. (c) All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, executors, administrators, legal representatives, successors and assigns of the Parties parties hereto, except that the duties and responsibilities of Employee hereunder are of a personal nature and the Company hereunder shall not be assignable, assignable or delegatable in whole or in part, except as expressly authorized herein. If Employee should die after a Termination in Connection with a Change in Control and while any amount payable hereunder would still be payable to Employee if Employee had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to part by Employee’s devises, legates or other designees or, if there is no such designee, to Employee’s estate. (d) Notwithstanding the foregoing, the Company may amend this Agreement at any time without the consent of the Employee if the Company determines, based on the advice of outside counsel, that such amendment is necessary to comply with the requirements of Section 409A of the Code with respect to any particular amount or benefit that the Employee is entitled to receive under this Agreement. However, no amendment shall reduce the aggregate amounts and benefits the Employee is entitled to receive hereunder unless such aggregate amounts and benefits are prohibited by Section 409A of the Code or other applicable law.

Contents of Agreement; Amendment and Assignment. (a) This Agreement Agreement, including the Code of Ethics, supersedes all prior agreementsagreements with respect to the subject matter hereof, sets forth the entire understanding between the Parties hereto with respect to the subject matter hereof and cannot be changed, modified, extended or terminated except upon written amendment executed by Employee and executed on the Company’s behalf by a senior executive officer duly authorized officer, except for revisions or a senior management representative having supervisory responsibility with respect additions to Employee and/or Board approvalAttachment B, which may be unilaterally modified by the Company upon written notice to Employee; provided, however, that this Agreement, except as expressly set forth in Section 9, does not supersede, modify or change the Offer Letter. The provisions of this Agreement may provide for payments to Employee under certain compensation or bonus plans under circumstances where such plans would not provide for payment thereof. It is the specific intention of the Parties that the provisions of this Agreement shall supersede any provisions to the contrary in such plans, and such plans shall be deemed to have been amended to correspond with this Agreement without further action by the Company Company, the Company’s Board of Directors or the BoardBoard unless such amendment would contravene the provisions of section 409A of the Code and result in the imposition of additional taxes under section 409A of the Code upon Employee. (b) Nothing in this Agreement shall be construed as giving Employee any right to be retained in the employ of the Company, or as changing or modifying the “at will” nature of Employee’s employment status. (c) All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, representatives, successors and assigns of the Parties hereto, except that the duties and responsibilities of Employee and the Company hereunder shall not be assignable, assignable in whole or in part, except as expressly authorized hereinpart by the Company. If Employee should die after a Employee’s Termination in Connection with a Change in Control Date and while any amount payable hereunder would still be payable to Employee hereunder if Employee had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Employee’s devises, legates or other designees or, if there is no such designee, to Employee’s estate. (d) Notwithstanding the foregoing, the Company may amend this Agreement at any time without the consent of the Employee if the Company determines, based on the advice of outside counsel, that such amendment is necessary to comply with the requirements of Section 409A of the Code with respect to any particular amount or benefit that the Employee is entitled to receive under this Agreement. However, no amendment shall reduce the aggregate amounts and benefits the Employee is entitled to receive hereunder unless such aggregate amounts and benefits are prohibited by Section 409A of the Code or other applicable law.

Contents of Agreement; Amendment and Assignment. (a) This Agreement supersedes all prior agreements, sets forth the entire understanding between the Parties hereto with respect to the subject matter hereof and cannot be changed, modified, extended or terminated except upon written amendment executed by Employee and executed on the Company’s behalf by a senior executive officer or a senior management representative having supervisory responsibility with respect to Employee and/or Board approval. The provisions of this Agreement may provide for payments to Employee under certain compensation or bonus plans under circumstances where such plans would not provide for payment thereof. It is the specific intention of the Parties that the provisions of this Agreement shall supersede any provisions to the contrary in such plans, and such plans shall be deemed to have been amended to correspond with this Agreement without further action by the Company or the Board. (b) Nothing in this Agreement shall be construed as giving Employee any right to be retained in the employ of the Company, or as changing or modifying the “at will” nature of Employee’s employment status. (c) All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, representatives, successors and assigns of the Parties hereto, except that the duties and responsibilities of Employee and the Company hereunder shall not be assignable, in whole or in part, except as expressly authorized herein. If Employee should die after a Termination in Connection with a Change in Control and while any amount payable hereunder would still be payable to Employee if Employee had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance accordance (d) with the terms of this Agreement to Employee’s devises, legates or other designees or, if there is no such designee, to Employee’s estate. (de) Notwithstanding the foregoing, the Company may amend this Agreement at any time without the consent of the Employee if the Company determines, based on the advice of outside counsel, that such amendment is necessary to comply with the requirements of Section 409A of the Code with respect to any particular amount or benefit that the Employee is entitled to receive under this Agreement. However, no amendment shall reduce the aggregate amounts and benefits the Employee is entitled to receive hereunder unless such aggregate amounts and benefits are prohibited by Section 409A of the Code or other applicable law.

Contents of Agreement; Amendment and Assignment. (a) This Agreement supersedes all prior agreements, sets forth the entire understanding between the Parties parties hereto and supersedes all prior and contemporaneous agreements with respect to the subject matter hereof hereof, including, without limitation, the provisions of Section 9 of the employment letter agreement of even date herewith among the Company, BMBC and Employee (the “Employment Agreement”) as they would apply in the event of a Change of Control. For purposes of clarity, any payments made to Employee pursuant to the provisions of this Agreement shall be made instead of, and not in addition to, payments that would otherwise be made pursuant to Section 9 of the Employment Agreement. This Agreement cannot be changed, modified, extended or terminated except upon written amendment executed by the Employee and approved by the Board and executed on the Company’s behalf by a senior executive officer or a senior management representative having supervisory responsibility with respect to Employee and/or Board approvalduly authorized officer. The provisions of this Agreement may provide for payments to the Employee under certain compensation or bonus plans (including without limitation the AIP and Stock Plan) under circumstances where such plans would not provide for payment thereof. It is the specific intention of the Parties parties that the provisions of this Agreement shall supersede any provisions to the contrary in such plans, and such plans shall be deemed to have been amended to correspond with this Agreement without further action by the Company or the BoardBoards of BMBC or the Company. (b) Nothing in this Agreement shall be construed as giving the Employee any right to be retained in the employ of the Company, or as changing or modifying the “at will” nature of Employee’s employment status. (c) The Employee acknowledges that from time to time, the Company may establish, maintain and distribute employee manuals or handbooks or personnel policy manuals, and officers or other representatives of the Company may make written or oral statements relating to personnel policies and procedures. Such manuals, handbooks and statements are intended only for general guidance. No policies, procedures or statements of any nature by or on behalf of the Company (whether written or oral, and whether or not contained in any employee manual or handbook or personnel policy manual), and no acts or practices of any nature, shall be construed to modify this Agreement. (d) All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, representatives, successors and assigns of the Parties parties hereto, except that the duties and responsibilities of the Employee and the Company hereunder shall not be assignable, assignable in whole or in part, except as expressly authorized herein. If Employee should die after a Termination in Connection with a Change in Control and while any amount payable hereunder would still be payable to Employee if Employee had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with part by the terms of this Agreement to Employee’s devises, legates or other designees or, if there is no such designee, to Employee’s estateCompany. (d) Notwithstanding the foregoing, the Company may amend this Agreement at any time without the consent of the Employee if the Company determines, based on the advice of outside counsel, that such amendment is necessary to comply with the requirements of Section 409A of the Code with respect to any particular amount or benefit that the Employee is entitled to receive under this Agreement. However, no amendment shall reduce the aggregate amounts and benefits the Employee is entitled to receive hereunder unless such aggregate amounts and benefits are prohibited by Section 409A of the Code or other applicable law.

Contents of Agreement; Amendment and Assignment. (a) This Agreement Agreement, including the Conduct Code, supersedes all prior agreementsagreements with respect to the subject matter hereof, sets forth the entire understanding between the Parties hereto with respect to the subject matter hereof and cannot be changed, modified, extended or terminated except upon written amendment executed by Employee and executed on the Company’s behalf by a senior executive officer duly authorized officer, except for revisions or a senior management representative having supervisory responsibility with respect additions to Attachment B, which may be unilaterally modified by Company upon written notice to Employee; provided, however, that this Agreement, except as expressly set forth in Section 9, does not supersede, modify or change any existing written award agreements regarding stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance awards, performance units or other stock-based awards issued to Employee and/or Board approvalprior to the effective date of this Agreement. The provisions of this Agreement may provide for payments to Employee under certain compensation or bonus plans under circumstances where such plans would not provide for payment thereof. It is the specific intention of the Parties that the provisions of this Agreement shall supersede any provisions to the contrary in such plans, and such plans shall be deemed to have been amended to correspond with this Agreement without further action by the Company Company, the Company’s Board of Directors or the BoardBoard unless such amendment would contravene the provisions of section 409A of the Code and result in the imposition of additional taxes under section 409A of the Code upon Employee. (b) Nothing in this Agreement shall be construed as giving Employee any right to be retained in the employ of the Company, or as changing or modifying the “at will” nature of Employee’s employment status. (c) All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, representatives, successors and assigns of the Parties hereto, except that the duties and responsibilities of Employee and the Company hereunder shall not be assignable, assignable in whole or in part, except as expressly authorized hereinpart by the Company. If Employee should die after a Employee’s Termination in Connection with a Change in Control Date and while any amount payable hereunder would still be payable to Employee hereunder if Employee had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Employee’s devises, legates or other designees or, if there is no such designee, to Employee’s estate. (d) Notwithstanding the foregoing, the Company may amend this Agreement at any time without the consent of the Employee if the Company determines, based on the advice of outside counsel, that such amendment is necessary to comply with the requirements of Section 409A of the Code with respect to any particular amount or benefit that the Employee is entitled to receive under this Agreement. However, no amendment shall reduce the aggregate amounts and benefits the Employee is entitled to receive hereunder unless such aggregate amounts and benefits are prohibited by Section 409A of the Code or other applicable law.

Contents of Agreement; Amendment and Assignment. (a) This Agreement supersedes all prior agreements, sets forth the entire understanding between the Parties hereto with respect to the subject matter hereof and cannot be changed, modified, extended or terminated except upon written amendment executed by Employee Executive and executed on the Company’s 's behalf by a senior executive officer or a senior management representative having supervisory responsibility with respect to Employee and/or Board approvalduly authorized officer. The provisions of this Agreement may provide for payments to Employee Executive under certain compensation or bonus plans under circumstances where such plans would not provide for payment thereof. It is the specific intention of the Parties that the provisions of this Agreement shall supersede any provisions to the contrary in such plans, and such plans shall be deemed to have been amended to correspond with this Agreement without further action by the Company or the Board. (b) Unless otherwise agreed to or approved by Executive, in no event shall an amendment to the terms of the EELP be effective with respect to Executive's rights hereunder if such amendment materially impacts Executive's rights under the EELP to his detriment in a manner that is disproportionate relative to the impact such amendment has on the rights of all other Executive Officers of the Company under the EELP (a "Disproportionately Adverse Amendment"). For purposes of clarity, an amendment to the EELP that has a more significant economic impact on Executive relative to the other Executive Officers of the Company solely by virtue of Executive's greater equity position in the Company or his greater participation rights under the EELP shall not be deemed a Disproportionately Adverse Amendment for purposes of the foregoing sentence. (c) Nothing in this Agreement shall be construed as giving Employee Executive any right to be retained in the employ of the Company, or as changing or modifying the “"at will” " nature of Employee’s Executive's employment status. (cd) All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, representatives, successors and assigns of the Parties hereto, except that the duties and responsibilities of Employee Executive and the Company hereunder shall not be assignable, assignable in whole or in part, except as expressly authorized hereinpart by the Company. If Employee Executive should die after a Termination in Connection with Upon a Change in Control and while any amount payable hereunder would still be payable to Employee Executive hereunder if Employee Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Employee’s devisesExecutive's devisees, legates legatees or other designees or, if there is no such designee, to Employee’s Executive's estate. (d) Notwithstanding the foregoing, the Company may amend this Agreement at any time without the consent of the Employee if the Company determines, based on the advice of outside counsel, that such amendment is necessary to comply with the requirements of Section 409A of the Code with respect to any particular amount or benefit that the Employee is entitled to receive under this Agreement. However, no amendment shall reduce the aggregate amounts and benefits the Employee is entitled to receive hereunder unless such aggregate amounts and benefits are prohibited by Section 409A of the Code or other applicable law.

Contents of Agreement; Amendment and Assignment. Executive Severance Agreement (a) This Agreement supersedes all prior agreementsagreements between the parties except for the Charming Shoppes, Inc. Executive Severance Agreement between the parties dated July 15, 1999 attached hereto as Exhibit "B", which is incorporated herein and sets forth the entire understanding between among the Parties parties hereto with respect to the subject matter hereof and cannot be changed, modified, extended or terminated except upon written amendment executed approved by Employee the Board of Directors of the Company and executed on the Company’s its behalf by a senior executive officer or a senior management representative having supervisory responsibility with respect to Employee and/or Board approvalduly authorized officer. The provisions of this Agreement may provide for payments to Employee under certain compensation or bonus plans under circumstances where such plans would not provide for payment thereof. It is the specific intention of the Parties that the provisions of this Agreement shall supersede any provisions to the contrary in such plansWithout limitation, and such plans shall be deemed to have been amended to correspond with this Agreement without further action by the Company or the Board. (b) Nothing nothing in this Agreement shall be construed as giving Employee Executive any right to be retained in the employ of the Company beyond the expiration of the Employment Term until such time (if at all) that Executive enters into a new written Employment Agreement with the Company, and Executive specifically acknowledges that she shall be an employee-at-will of the Company thereafter, and thus subject to discharge by the Company with or as changing without cause and without compensation of any nature; (b) Executive acknowledges that from time to time, the Company may establish, maintain and distribute employee manuals or modifying handbooks or personnel policy manuals, and officers or other representatives of the “at will” Company may make written or oral statements relating to personnel policies and procedures. Such manuals, handbooks and statements are intended only for general guidance. No policies, procedures or statements of any nature by or on behalf of Employee’s employment statusthe Company (whether written or oral, and whether or not contained in any employee manual or handbook or personnel policy manual), and no acts or practices of any nature, shall be construed to modify this Agreement or to create express or implied obligations of any nature to Executive. (c) All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, executors, administrators, legal representatives, successors and assigns of the Parties parties hereto, except that the duties and responsibilities of Employee Executive hereunder are of a personal nature and the Company hereunder shall not be assignable, assignable or delegatable in whole or in part, except as expressly authorized herein. If Employee should die after a Termination in Connection with a Change in Control and while any amount payable hereunder would still be payable to Employee if Employee had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Employee’s devises, legates or other designees or, if there is no such designee, to Employee’s estatepart by Executive. (d) Notwithstanding the foregoing, the Company may amend this Agreement at any time without the consent of the Employee if the Company determines, based on the advice of outside counsel, that such amendment is necessary to comply with the requirements of Section 409A of the Code with respect to any particular amount or benefit that the Employee is entitled to receive under this Agreement. However, no amendment shall reduce the aggregate amounts and benefits the Employee is entitled to receive hereunder unless such aggregate amounts and benefits are prohibited by Section 409A of the Code or other applicable law.

Contents of Agreement; Amendment and Assignment. (a) 19.1 This Agreement supersedes all prior agreements, sets forth the entire understanding between of the Parties hereto parties with respect to the subject matter hereof hereof, supersedes any prior agreement between the parties with respect to the subject matter contained herein and canshall not be changed, modified, extended modified or terminated except upon written amendment executed by Employee and executed on the Company’s behalf by a senior executive duly authorized officer or a senior management representative having supervisory responsibility with respect director of AMREP (other than the Employee) and the Employee. 19.2 Employee acknowledges that from time to Employee and/or Board approval. The provisions of this Agreement may provide for payments to Employee under certain compensation or bonus plans under circumstances where such plans would not provide for payment thereof. It is the specific intention time AMREP and other members of the Parties that the provisions of this Agreement shall supersede any provisions to the contrary in such plansAMREP Group may establish, maintain and distribute employee manuals or handbooks or personnel policy manuals, and such plans shall be deemed officers or other representatives of AMREP or other members of the AMREP Group may make written or oral statements relating to have been amended to correspond with this Agreement without further action personnel policies and procedures. Such manuals, handbooks and statements are intended only for general guidance. No policies, procedures or statements of any nature by or on behalf of any member of the Company AMREP Group (whether written or the Board. (b) Nothing oral, and whether or not contained in this Agreement any employee manual or handbook or personnel policy manual), and no acts or practices of any nature, shall be construed as giving Employee any right to be retained in the employ of the Company, or as changing or modifying the “at will” nature of Employee’s employment statusmodify this Agreement. (c) 19.3 All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, executors, administrators, personal representatives, successors and assigns of the Parties parties hereto, except that the duties and responsibilities of the Employee hereunder are of a personal nature and the Company hereunder shall not be assignable, assignable or delegable in whole or in partpart by the Employee. AMREP shall require any successor to all or substantially all of the business or assets of AMREP, except as by agreement in form and substance satisfactory to the Employee, expressly authorized hereinto assume and agree to perform this Agreement in the same manner and to the same extent that AMREP would be required to perform if no such succession had taken place. If Employee should die after a Termination The term “successor” when used in Connection with a Change in Control and while any amount payable hereunder would still be payable to Employee if Employee had continued to live, all such amounts, unless otherwise provided herein, this Agreement shall be paid in accordance with deemed modified by the terms of this Agreement to Employee’s deviseswords “whether direct or indirect, legates by purchase, merger, consolidation, reorganization or other designees or, if there is no such designee, to Employee’s estateotherwise”. (d) Notwithstanding the foregoing, the Company may amend this Agreement at any time without the consent of the Employee if the Company determines, based on the advice of outside counsel, that such amendment is necessary to comply with the requirements of Section 409A of the Code with respect to any particular amount or benefit that the Employee is entitled to receive under this Agreement. However, no amendment shall reduce the aggregate amounts and benefits the Employee is entitled to receive hereunder unless such aggregate amounts and benefits are prohibited by Section 409A of the Code or other applicable law.

Contents of Agreement; Amendment and Assignment. (a) This Agreement contains the entire agreement between MFA and the Executive concerning the subject matter hereof and upon the Effective Date supersedes all prior agreements, sets forth the entire understanding understandings, discussions, negotiations and undertakings, whether written or oral, between the Parties hereto them with respect thereto (including the May 2021 Agreement); provided that, this Agreement shall not replace or supersede any obligation of the Company to provide severance payments in connection with the imposition of any non-competition restrictions set forth in any of Executive’s equity award agreements, notwithstanding the terms and provisions of such equity award agreements, and such obligation shall be in addition to the subject matter hereof and cannot Company’s obligations hereunder. For the avoidance of doubt, each agreement evidencing Executive’s equity awards outstanding as of the Effective Date shall be deemed to be amended in accordance with the terms of this Agreement. (b) This Agreement can be changed, modified, extended terminated or terminated except upon written amendment executed amended only in a writing that is signed by Employee both the Executive and executed on MFA and that specifically identifies the Company’s behalf by a senior executive officer or a senior management representative having supervisory responsibility with respect to Employee and/or Board approval. The provisions provision(s) of this Agreement may provide for payments to Employee under certain compensation that are being changed, modified, terminated or bonus plans under circumstances where such plans would not provide for payment thereofamended. It is No waiver by either MFA or the specific intention Executive at any time of any breach by the Parties that the provisions other party of any condition or provision of this Agreement shall supersede any provisions to the contrary in such plans, and such plans shall be deemed to have been amended to correspond with this Agreement without further action a waiver of a similar or dissimilar condition or provision at the same or at any prior or subsequent time. Any waiver must be in writing and signed by the Company Executive or the Board. (b) Nothing in this Agreement shall be construed CEO, as giving Employee any right to be retained in the employ of the Company, or as changing or modifying the “at will” nature of Employee’s employment statuscase may be. (c) All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, executors, administrators, legal representatives, successors and assigns of the Parties parties hereto, except that the duties and responsibilities of Employee Executive under this Agreement are of a personal nature and the Company hereunder shall not be assignable, assignable or delegatable in whole or in partpart by Executive. The Company shall require any successor (whether direct or indirect, except as by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, within 15 days of such succession, expressly authorized herein. If Employee should die after a Termination in Connection with a Change in Control to assume and while any amount payable hereunder would still be payable agree to Employee if Employee had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of perform this Agreement in the same manner and to Employee’s devises, legates or other designees or, the same extent as the Company would be required to perform if there is no such designee, to Employee’s estatesuccession had taken place. (d) Notwithstanding the foregoing, the Company may amend this Agreement at any time without the consent of the Employee if the Company determines, based on the advice of outside counsel, that such amendment is necessary to comply with the requirements of Section 409A of the Code with respect to any particular amount or benefit that the Employee is entitled to receive under this Agreement. However, no amendment shall reduce the aggregate amounts and benefits the Employee is entitled to receive hereunder unless such aggregate amounts and benefits are prohibited by Section 409A of the Code or other applicable law.

Contents of Agreement; Amendment and Assignment. (a) This Agreement supersedes all prior agreements, including, without limitation, the Executive Change In Control Agreement, dated July 30, 2012, between the Company and Employee, sets forth the entire understanding between the Parties parties hereto with respect to the subject matter hereof and cannot be changed, modified, extended or terminated except upon written amendment executed by Employee and approved by the Board and executed on the Company’s behalf by a senior executive officer duly authorized officer; provided, however, that except as stated in Section 7 above, this Agreement is not intended to supersede or alter Employee’s rights under any compensation, benefit plan or program, unless specifically modified hereunder, in which Employee participated and under which Employee retains a senior management representative having supervisory responsibility with respect right to Employee and/or Board approvalbenefits. The provisions of this Agreement may provide for payments to Employee under certain compensation or bonus plans under circumstances where such plans would not provide for payment thereof. It is the specific intention of the Parties parties that the provisions of this Agreement shall supersede any provisions to the contrary in such plans, to the extent that the provisions of this Agreement are more favorable to Employee than the terms of such plans, and such plans shall be deemed to have been amended to correspond with this Agreement without further action by the Company or the Board. (b) Nothing in this Agreement shall be construed as giving Employee any right to be retained in the employ of the Company, or as changing or modifying the “at will” nature of Employee’s employment status. (c) All of the terms and provisions of this Agreement Agreement, including the covenants of Section 5, shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, representatives, successors and assigns of the Parties parties hereto, except . (d) It is the Parties’ intention that the duties benefits and responsibilities rights to which Employee could become entitled in connection with Termination of Employment comply with Code Section 409A. If Employee and or the Company hereunder believes, at any time, that any of such benefits or rights do not so comply, he or it shall not be assignable, promptly advise the other party and shall negotiate reasonably and in whole or in part, except as expressly authorized herein. If Employee should die after a Termination in Connection with a Change in Control and while any amount payable hereunder would still be payable good faith to Employee if Employee had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with amend the terms of this Agreement to Employee’s devises, legates or other designees or, if there is no such designee, to Employee’s estate. that it complies (d) Notwithstanding the foregoing, the Company may amend this Agreement at any time without the consent of the Employee if the Company determines, based on the advice of outside counsel, that such amendment is necessary to comply with the requirements of Section 409A of most limited economic effect on Employee and the Code with respect to any particular amount or benefit that the Employee is entitled to receive under this Agreement. However, no amendment shall reduce the aggregate amounts and benefits the Employee is entitled to receive hereunder unless such aggregate amounts and benefits are prohibited by Section 409A of the Code or other applicable lawCompany).

Contents of Agreement; Amendment and Assignment. (a) This Agreement Agreement, including the Code of Ethics, supersedes all prior agreementsagreements with respect to the subject matter hereof, sets forth the entire understanding between the Parties hereto with respect to the subject matter hereof and cannot be changed, modified, extended or terminated except upon written amendment executed by Employee and executed on the Company’s behalf by a senior executive officer duly authorized officer, except for revisions or a senior management representative having supervisory responsibility with respect additions to Attachment B, which may be unilaterally modified by the Company upon written notice to Employee; provided, however, that this Agreement, except as expressly set forth in Section 9, does not supersede, modify or change any existing written award agreements regarding stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance awards, performance units or other stock-based awards issued to Employee and/or Board approvalprior to the effective date of this Agreement. The provisions of this Agreement may provide for payments to Employee under certain compensation or bonus plans under circumstances where such plans would not provide for payment thereof. It is the specific intention of the Parties that the provisions of this Agreement shall supersede any provisions to the contrary in such plans, and such plans shall be deemed to have been amended to correspond with this Agreement without further action by the Company Company, the Company’s Board of Directors or the BoardBoard unless such amendment would contravene the provisions of section 409A of the Code and result in the imposition of additional taxes under section 409A of the Code upon Employee. (b) Nothing in this Agreement shall be construed as giving Employee any right to be retained in the employ of the Company, or as changing or modifying the “at will” nature of Employee’s employment status. (c) All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, representatives, successors and assigns of the Parties hereto, except that the duties and responsibilities of Employee and the Company hereunder shall not be assignable, assignable in whole or in part, except as expressly authorized hereinpart by the Company. If Employee should die after a Employee’s Termination in Connection with a Change in Control Date and while any amount payable hereunder would still be payable to Employee hereunder if Employee had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Employee’s devises, legates or other designees or, if there is no such designee, to Employee’s estate. (d) Notwithstanding the foregoing, the Company may amend this Agreement at any time without the consent of the Employee if the Company determines, based on the advice of outside counsel, that such amendment is necessary to comply with the requirements of Section 409A of the Code with respect to any particular amount or benefit that the Employee is entitled to receive under this Agreement. However, no amendment shall reduce the aggregate amounts and benefits the Employee is entitled to receive hereunder unless such aggregate amounts and benefits are prohibited by Section 409A of the Code or other applicable law.

Contents of Agreement; Amendment and Assignment. (a) This Agreement supersedes all prior agreements, sets forth the entire understanding between the Parties hereto with respect to the subject matter hereof and cannot be changed, modified, extended or terminated except upon written amendment executed by Employee Executive and executed on the Company’s behalf by a senior executive officer or a senior management representative having supervisory responsibility with respect to Employee and/or Board approvalduly authorized officer. The provisions of this Agreement may provide for payments to Employee Executive under certain compensation or bonus plans under circumstances where such plans would not provide for payment thereof. It is the specific intention of the Parties that the provisions of this Agreement shall supersede any provisions to the contrary in such plans, and such plans shall be deemed to have been amended to correspond with this Agreement without further action by the Company or the Board. (b) Nothing in this Agreement shall be construed as giving Employee Executive any right to be retained in the employ of the Company, or as changing or modifying the “at will” nature of EmployeeExecutive’s employment status. (c) All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, representatives, successors and assigns of the Parties hereto, except that the duties and responsibilities of Employee Executive and the Company hereunder shall not be assignable, assignable in whole or in part, except as expressly authorized hereinpart by the Company. If Employee Executive should die after a his Termination in Connection with a Change in Control Date and while any amount payable hereunder would still be payable to Employee Executive hereunder if Employee Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to EmployeeExecutive’s devises, legates or other designees or, if there is no such designee, to EmployeeExecutive’s estate. (d) Notwithstanding the foregoing, the Company may amend this Agreement at any time without the consent of the Employee if the Company determines, based on the advice of outside counsel, that such amendment is necessary to comply with the requirements of Section 409A of the Code with respect to any particular amount or benefit that the Employee is entitled to receive under this Agreement. However, no amendment shall reduce the aggregate amounts and benefits the Employee is entitled to receive hereunder unless such aggregate amounts and benefits are prohibited by Section 409A of the Code or other applicable law.