Incentive Plan Agreement

Periodic performance controls (individual, team or organizational) combined with incentive distributions form the strategic core of incentive compensation programs. (a) any individual, corporation or group (within the meaning of Section 13 (d) (3) or 14 (d) (2) of the Securities Exchange Act of 1934; as amended (the “Exchange Act”) (a “person”), the economic beneficiary (in the sense of Rule 13d-3, enacted under the Exchange Act) is greater than or greater than 25% of the common shares of the then outstanding company (the “current common shares”) or (ii) the combined voting power of the voting rights in progress to the company that generally has the right to vote in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that such an economic beneficiary does not constitute a change of control if it is made as a result of one of the following acquisitions: (A) any acquisition directly by the company; (B) any acquisition by the company or a company, partnership, trust company or other entity controlled by the company (a “subsidiary”); (C) any acquisition by a performance plan (or associated trust) sponsored or maintained by the company or subsidiary; (D) any acquisition by an insurer temporarily holding the Company`s securities as part of an offer of these securities; (E) any acquisition by a natural, legal or group that is authorized to declare its economic participation in accordance with Schedule 13-G (or an estate plan) and is effectively notified, provided that such an entity, entity or group is subsequently obliged or notifies its actual beneficiary in accordance with Directive 13D (or a succession plan) , for the purposes of this subsection, this subdition is considered such for the first time. where this physical or legal group is required to declare it, has acquired economic ownership of all outstanding shares of the company and the voting rights of the current company that are useful to it on that date; or (F) any acquisition by a company in the course of a restructuring, merger or consolidation if, following such restructuring, merger or consolidation, the conditions covered by paragraph 2, paragraph 2, paragraph c), are met. Notwithstanding the above, a change in control is not considered to have occurred solely for the sole reason: because, as a result of the acquisition of common shares or outstanding voting rights of the company, a person (the “subject”) has become the economic beneficiary of 25% or more of the stock of the company`s outstanding shares or voting rights by reducing the number of outstanding company shares or voting rights of the company in suspens, increases the proportional number of shares held advantageously by the object; Provided that, where a change of control is considered to have occurred (but for the execution of this rate) as the result of the company`s acquisition of outstanding common shares or outstanding voting rights by the company and after that acquisition of shares by the company, the entity subject to becoming the economic beneficiary of all additional shares in progress or voting rights of the current company , increasing the percentage of the company`s current common shares or outstanding. The securities held by the person concerned are then considered to have been issued; or incentive compensation programs come from the theory that rewards fuel behavior. Incentive compensation programs focused on the business environment enable organizations to achieve targeted results by rewarding employees responsible for these results.

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