3.1Base Salary. During the Employment Term, the Company shall pay Executive an annual base salary of $375,000 per annum in cash (the Annual Base Salary). Executives Annual Base Salary will be subject to annual review by the Board. The Annual Base Salary due to Executive hereunder shall be paid in accordance with the general Company payroll practices.

3 . 1Base Salary . During the Employment Term , the Company shall pay Executive an annual base salary of $ 375 , 000 per annum in cash ( the Annual Base Salary ) . Executives Annual Base Salary will be subject to annual review by the Board . The Annual Base Salary due to Executive hereunder shall be paid in accordance with the general Company payroll practices .


3.4Employee Benefits. The Company agrees to use commercially reasonable efforts to implement employee benefit plan programs as soon as reasonably practicable after the Effective Date that are substantially comparable in the aggregate to those benefit programs in which Executive currently participates, principally health, dental, disability insurance and a 401(k) plan. The Company agrees to pay or reimburse Executive for the annual premiums for the following life and disability insurance policies: (i) whole life insurance under policy number 159210799 with AXA Equitable Life Insurance (the annual premium reimbursement of which is not to exceed $6,120.00 ) and (ii) disability insurance under policy number 7631044 with Principal Life Insurance Company (the annual premium reimbursement of which is not to exceed $6,110.71).

3 . 4Employee Benefits . The Company agrees to use commercially reasonable efforts to implement employee benefit plan programs as soon as reasonably practicable after the Effective Date that are substantially comparable in the aggregate to those benefit programs in which Executive currently participates , principally health , dental , disability insurance and a 401 ( k ) plan . The Company agrees to pay or reimburse Executive for the annual premiums for the following life and disability insurance policies : ( i ) whole life insurance under policy number 159210799 with AXA Equitable Life Insurance ( the annual premium reimbursement of which is not to exceed $ 6 , 120 . 00 ) and ( ii ) disability insurance under policy number 7631044 with Principal Life Insurance Company ( the annual premium reimbursement of which is not to exceed $ 6 , 110 . 71 ) .


(d)For purposes of this Agreement, Disability shall mean such physical or mental impairment as would render Executive unable to perform each of the essential duties of Executives position by reason of a medically determinable physical or mental impairment which is potentially permanent in character or which can be expected to last for a continuous period of not less than twelve (12) months. Notwithstanding the foregoing, with respect to any payment under this Agreement that is triggered upon a Disability and that constitutes non-qualified deferred compensation subject to Section 409A of the Internal Revenue Code of 1986 , as amended (the Code) and regulations issued thereunder (collectively, Section 409A ), such payment shall not be made until the earliest of: (A) Executives disability within the meaning of Section 409A (a)(2)(C)(i) or (ii) of the Code, (B) the Participant's separation from service within the meaning of Section 409A of the Code and (C) the date such amount would otherwise be made pursuant to the terms of this Agreement.

( d ) For purposes of this Agreement , Disability shall mean such physical or mental impairment as would render Executive unable to perform each of the essential duties of Executives position by reason of a medically determinable physical or mental impairment which is potentially permanent in character or which can be expected to last for a continuous period of not less than twelve ( 12 ) months . Notwithstanding the foregoing , with respect to any payment under this Agreement that is triggered upon a Disability and that constitutes non-qualified deferred compensation subject to Section 409A of the Internal Revenue Code of 1986 , as amended ( the Code ) and regulations issued thereunder ( collectively , Section 409A ) , such payment shall not be made until the earliest of : ( A ) Executives disability within the meaning of Section 409A ( a ) ( 2 ) ( C ) ( i ) or ( ii ) of the Code , ( B ) the Participant ' s separation from service within the meaning of Section 409A of the Code and ( C ) the date such amount would otherwise be made pursuant to the terms of this Agreement .


4.7No Other Benefits. Payments and benefits provided in Section 4.3 shall be in lieu of any termination or severance payments or benefits for which Executive may be eligible under any of the plans, policies or programs of the Company or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation.

4 . 7No Other Benefits . Payments and benefits provided in Section 4 . 3 shall be in lieu of any termination or severance payments or benefits for which Executive may be eligible under any of the plans , policies or programs of the Company or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation .


To Executive: | At Executives address as may from time to time be on file with the Company. ---|--- | To the Company: | 3950 University Drive, Fairfax, Virginia 22030

To Executive : | At Executives address as may from time to time be on file with the Company . - - - | - - - | To the Company : | 3950 University Drive , Fairfax , Virginia 22030


6.7Governing Law. The parties agree that this Agreement shall be governed by, interpreted and construed in accordance with the internal laws of the State of New York without regard to its conflicts of law provisions.

6 . 7Governing Law . The parties agree that this Agreement shall be governed by , interpreted and construed in accordance with the internal laws of the State of New York without regard to its conflicts of law provisions .


| HOSPITALITY INVESTORS TRUST, INC. ---|--- | | | By: | /s/ Jonathan P. Mehlman | Name:Jonathan P. Mehlman | Its:President and Chief Executive Officer | | EXECUTIVE | | | By: | /s/ Paul C. Hughes | Name: Paul C. Hughes

| HOSPITALITY INVESTORS TRUST , INC . - - - | - - - | | | By : | / s / Jonathan P . Mehlman | Name : Jonathan P . Mehlman | Its : President and Chief Executive Officer | | EXECUTIVE | | | By : | / s / Paul C . Hughes | Name : Paul C . Hughes


This General Release and Waiver Agreement (the General Release) is made as of the ___ day of __________, 20__ between Hospitality Investors Trust, Inc. (the Company) and Paul C. Hughes (the Executive).

This General Release and Waiver Agreement ( the General Release ) is made as of the ___ day of __________ , 20__ between Hospitality Investors Trust , Inc . ( the Company ) and Paul C . Hughes ( the Executive ) .


WHEREAS, Executive and the Company entered into an Employment Agreement dated as of March 31, 2017 (the Employment Agreement), that provides for certain compensation and severance amounts upon his termination of employment and to which this form of General Release is appended and made a part thereof; and

WHEREAS , Executive and the Company entered into an Employment Agreement dated as of March 31 , 2017 ( the Employment Agreement ) , that provides for certain compensation and severance amounts upon his termination of employment and to which this form of General Release is appended and made a part thereof ; and


| EXECUTIVE ---|--- | | | By: | | | Name: Paul C. Hughes | | Date:

| EXECUTIVE - - - | - - - | | | By : | | | Name : Paul C . Hughes | | Date :


Employer employs Executive and Executive accepts employment with Employer as Chairman , President and Chief Executive Officer of Northrim BanCorp, Inc . and Chairman of Northrim Bank.

Employer employs Executive and Executive accepts employment with Employer as Chairman , President and Chief Executive Officer of Northrim BanCorp , Inc . and Chairman of Northrim Bank .


a. Base Salary. In consideration for all services rendered by Executive during the term of this Agreement, Employer shall pay Executive an annual base salary (before all customary and proper payroll deductions) of $199,000 as adjusted from time to time (Base Salary). The Board of Directors of the Employer shall review Executives salary each year, in a manner consistent with that used for all management employees of the Employer, and in its sole discretion may adjust such salary commensurate with the Executives performance and responsibilities under this Agreement.

a . Base Salary . In consideration for all services rendered by Executive during the term of this Agreement , Employer shall pay Executive an annual base salary ( before all customary and proper payroll deductions ) of $ 199 , 000 as adjusted from time to time ( Base Salary ) . The Board of Directors of the Employer shall review Executives salary each year , in a manner consistent with that used for all management employees of the Employer , and in its sole discretion may adjust such salary commensurate with the Executives performance and responsibilities under this Agreement .


d. Expenses. Employer shall reimburse Executive for his reasonable expenses (including, without limitation, travel, entertainment, and similar expenses) incurred in performing and promoting the business of Employer. Executive shall present from time to time itemized accounts and receipts of any such expenses as required by Employer, subject to any limits of company policy and the rules and regulations of the Internal Revenue Service, including the Internal Revenue Code , (referred to throughout this Agreement as IRC or the Code).

d . Expenses . Employer shall reimburse Executive for his reasonable expenses ( including , without limitation , travel , entertainment , and similar expenses ) incurred in performing and promoting the business of Employer . Executive shall present from time to time itemized accounts and receipts of any such expenses as required by Employer , subject to any limits of company policy and the rules and regulations of the Internal Revenue Service , including the Internal Revenue Code , ( referred to throughout this Agreement as IRC or the Code ) .


d. Termination Due to Disability. If Employer terminates Executives employment on account of any mental or physical Disability that prevents Executive from performing his essential job functions, even with reasonable accommodation, Executive shall be entitled to: (i) all Base Salary earned and reimbursement for expenses incurred under this Agreement through the termination date, (ii) full Base Salary for the year following the termination date (less the amount of any payments received by Executive during such one (1) year period under any Employersponsored disability plan), and (iii) health and dental insurance benefits for a period of one (1) year following the termination date, which benefits will be provided at Employers expense, but such period shall count towards the Employers continuation of coverage obligation under Section 4980B of Code (commonly referred to as COBRA ). All such compensation shall be paid Executive in one (1) lump sum the first day of the month following a period of six (6) months after Executives employment was terminated, provided that Executive has signed a Release Agreement which has become irrevocable prior to the payment date.

d . Termination Due to Disability . If Employer terminates Executives employment on account of any mental or physical Disability that prevents Executive from performing his essential job functions , even with reasonable accommodation , Executive shall be entitled to : ( i ) all Base Salary earned and reimbursement for expenses incurred under this Agreement through the termination date , ( ii ) full Base Salary for the year following the termination date ( less the amount of any payments received by Executive during such one ( 1 ) year period under any Employersponsored disability plan ) , and ( iii ) health and dental insurance benefits for a period of one ( 1 ) year following the termination date , which benefits will be provided at Employers expense , but such period shall count towards the Employers continuation of coverage obligation under Section 4980B of Code ( commonly referred to as COBRA ) . All such compensation shall be paid Executive in one ( 1 ) lump sum the first day of the month following a period of six ( 6 ) months after Executives employment was terminated , provided that Executive has signed a Release Agreement which has become irrevocable prior to the payment date .


(i) Change of Control. For purposes of this Agreement, the term Change of Control shall mean the occurrence of one or more of the following events: (A) one (1) person or entity acquiring or otherwise becoming the owner of twenty- five percent (25%) or more of Employers outstanding common stock; (B) replacement of a majority of the incumbent directors of Northrim BanCorp, Inc . or Northrim Bank by directors whose elections have not been supported by a majority of the Board of either company, as appropriate; (C) dissolution or sale of fifty percent (50%) or more in value of the assets, of either Northrim BanCorp, Inc . or Northrim Bank; or (D) a change in the ownership or effective control or in the ownership of a substantial portion of the assets of Employer, within the meaning of Section 280G of the Internal Revenue Code .

( i ) Change of Control . For purposes of this Agreement , the term Change of Control shall mean the occurrence of one or more of the following events : ( A ) one ( 1 ) person or entity acquiring or otherwise becoming the owner of twenty - five percent ( 25 % ) or more of Employers outstanding common stock ; ( B ) replacement of a majority of the incumbent directors of Northrim BanCorp , Inc . or Northrim Bank by directors whose elections have not been supported by a majority of the Board of either company , as appropriate ; ( C ) dissolution or sale of fifty percent ( 50 % ) or more in value of the assets , of either Northrim BanCorp , Inc . or Northrim Bank ; or ( D ) a change in the ownership or effective control or in the ownership of a substantial portion of the assets of Employer , within the meaning of Section 280G of the Internal Revenue Code .


Address on file with Northrim BanCorp, Inc . Human Resources Department.

Address on file with Northrim BanCorp , Inc . Human Resources Department .


f. This Agreement shall in all respects, including all matters of construction, validity and performance, be governed by and construed and enforced according to the laws of the State of Alaska .

f . This Agreement shall in all respects , including all matters of construction , validity and performance , be governed by and construed and enforced according to the laws of the State of Alaska .


Its: Chairman of the Compensation Committee of the Board of Directors

Its : Chairman of the Compensation Committee of the Board of Directors


3.Base Salary. For all services rendered to SDSP, Employee shall be paid a salary at an annual rate of $124,000 per year, to be established from time to time by the Chief Executive Officer (the "Base Salary"). SDSP may modify the Base Salary at any time. The Base Salary shall be paid in periodic installments in accordance with SDSP's regular payroll practices. The Base Salary shall be subject to tax and other deductions and withholdings as required by law.

3 . Base Salary . For all services rendered to SDSP , Employee shall be paid a salary at an annual rate of $ 124 , 000 per year , to be established from time to time by the Chief Executive Officer ( the " Base Salary " ) . SDSP may modify the Base Salary at any time . The Base Salary shall be paid in periodic installments in accordance with SDSP ' s regular payroll practices . The Base Salary shall be subject to tax and other deductions and withholdings as required by law .


/s/ Mark Hyde |


This EMPLOYMENT AGREEMENT (this Agreement) is entered into as of January16, 2017 (the Effective Date) by and between Citizens, Inc. , a Colorado corporation (the Company), and Geoffrey M. Kolander (the Executive) (each, a Party and together, the Parties).

This EMPLOYMENT AGREEMENT ( this Agreement ) is entered into as of January16 , 2017 ( the Effective Date ) by and between Citizens , Inc . , a Colorado corporation ( the Company ) , and Geoffrey M . Kolander ( the Executive ) ( each , a Party and together , the Parties ) .


(a)Unless earlier terminated in accordance with Section5, the Executives employment hereunder shall be for a term commencing as of the Effective Date and ending on the fourth (4th) anniversary of the Effective Date (the Initial Term),subject to automatic renewal for additional one (1)year periods unless either Party provides the other Party with ninety (90)days notice of such Partys intent not to renew (the Initial Term and any such renewal, the Term). The Companys election not to renew this Agreement shall not constitute a termination by the Company without Cause or a CIC Termination or constitute Good Reason (each as defined below); provided, that, notwithstanding anything to the contrary in this Section1, upon the occurrence of a Change in Control (as defined below), the Term shall automatically extend until the later of (i)the second (2nd) anniversary of such Change in Control and (ii)the date upon which the Initial Term would otherwise have ended.

( a ) Unless earlier terminated in accordance with Section5 , the Executives employment hereunder shall be for a term commencing as of the Effective Date and ending on the fourth ( 4th ) anniversary of the Effective Date ( the Initial Term ) , subject to automatic renewal for additional one ( 1 ) year periods unless either Party provides the other Party with ninety ( 90 ) days notice of such Partys intent not to renew ( the Initial Term and any such renewal , the Term ) . The Companys election not to renew this Agreement shall not constitute a termination by the Company without Cause or a CIC Termination or constitute Good Reason ( each as defined below ) ; provided , that , notwithstanding anything to the contrary in this Section1 , upon the occurrence of a Change in Control ( as defined below ) , the Term shall automatically extend until the later of ( i ) the second ( 2nd ) anniversary of such Change in Control and ( ii ) the date upon which the Initial Term would otherwise have ended .


(a)Base Salary. During the Term, the Company shall pay the Executive a base salary at the rate of $600,000 per year (the Base Salary), payable in regular installments in accordance with the Companys customary payroll practices. The Board or the Compensation Committee of the Board (the Committee) shall, no less frequently than annually, review the Executives Base Salary and, in its sole discretion, may increase the Executives Base Salary. Except as otherwise agreed in writing by the Executive, the Base Salary shall not be reduced from the amount previously in effect. Upon any such increase, the increased amount shall thereafter be deemed to be the Base Salary for purposes of this Agreement.

( a ) Base Salary . During the Term , the Company shall pay the Executive a base salary at the rate of $ 600 , 000 per year ( the Base Salary ) , payable in regular installments in accordance with the Companys customary payroll practices . The Board or the Compensation Committee of the Board ( the Committee ) shall , no less frequently than annually , review the Executives Base Salary and , in its sole discretion , may increase the Executives Base Salary . Except as otherwise agreed in writing by the Executive , the Base Salary shall not be reduced from the amount previously in effect . Upon any such increase , the increased amount shall thereafter be deemed to be the Base Salary for purposes of this Agreement .


(c)Retention Award. In addition to the Base Salary and Annual Bonus, the Executive shall be eligible to receive a retention award (the Retention Award) of $600,000 , which will be payable in two installments of $300,000 each, on or within fifteen (15)days of December15, 2018 and December15, 2019, subject to the Executives continued employment with the Company on each applicable payment date, except as otherwise provided in Section6.

( c ) Retention Award . In addition to the Base Salary and Annual Bonus , the Executive shall be eligible to receive a retention award ( the Retention Award ) of $ 600 , 000 , which will be payable in two installments of $ 300 , 000 each , on or within fifteen ( 15 ) days of December15 , 2018 and December15 , 2019 , subject to the Executives continued employment with the Company on each applicable payment date , except as otherwise provided in Section6 .


(A)Change in Control shall mean (1)the dissolution or liquidation of the Company, (2)the merger, consolidation, or reorganization of the Company with one or more other entities in which the Company is not the surviving entity or immediately following which the persons or entities who were beneficial owners (as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934 , as amended (the Exchange Act )) of voting securities of the Company immediately prior thereto cease to beneficially own more than fifty percent (50%) of the voting securities of the surviving entity immediately thereafter; (3)a sale of all or substantially all of the assets of the Company to another person or entity; (4)the transfer of at least a majority of the Companys ClassB Common Stock from the Harold E. Riley Trust to an individual other than Harold E. Riley, an entity not beneficially owned by Harold E. Riley or a trust not controlled by Harold E. Riley; (5)the exercise of a power of attorney granted by Harold E. Riley over the Companys ClassB Common Stock; (6)any transaction (including without limitation a merger or reorganization in which the Company is the surviving entity) that results in any person or entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act ) ( other than persons who are shareholders or affiliates immediately prior to the

( A ) Change in Control shall mean ( 1 ) the dissolution or liquidation of the Company , ( 2 ) the merger , consolidation , or reorganization of the Company with one or more other entities in which the Company is not the surviving entity or immediately following which the persons or entities who were beneficial owners ( as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934 , as amended ( the Exchange Act ) ) of voting securities of the Company immediately prior thereto cease to beneficially own more than fifty percent ( 50 % ) of the voting securities of the surviving entity immediately thereafter ; ( 3 ) a sale of all or substantially all of the assets of the Company to another person or entity ; ( 4 ) the transfer of at least a majority of the Companys ClassB Common Stock from the Harold E . Riley Trust to an individual other than Harold E . Riley , an entity not beneficially owned by Harold E . Riley or a trust not controlled by Harold E . Riley ; ( 5 ) the exercise of a power of attorney granted by Harold E . Riley over the Companys ClassB Common Stock ; ( 6 ) any transaction ( including without limitation a merger or reorganization in which the Company is the surviving entity ) that results in any person or entity or group ( within the meaning of Section 13 ( d ) ( 3 ) or 14 ( d ) ( 2 ) of the Exchange Act ) ( other than persons who are shareholders or affiliates immediately prior to the


Arbitration Act ( 9 U.S.C. 1 et seq.) (FAA). The statute of limitations shall be tolled during any mediation conducted pursuant to this agreement. Any mediation and arbitration shall be conducted in accordance with the Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association (AAA Rules) then in effect, and in the case of any claim subject to arbitration, not by court or jury trial. The mediation and arbitration shall be conducted within 20 miles of where the Executive is or was last employed by the Company, unless the Parties agree otherwise in writing. The AAA Rules may be found at www.adr.org or by searching for AAA Employment Arbitration Rules and Mediation Procedures using a service such as www.Google.com.

Arbitration Act ( 9 U . S . C . 1 et seq . ) ( FAA ) . The statute of limitations shall be tolled during any mediation conducted pursuant to this agreement . Any mediation and arbitration shall be conducted in accordance with the Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association ( AAA Rules ) then in effect , and in the case of any claim subject to arbitration , not by court or jury trial . The mediation and arbitration shall be conducted within 20 miles of where the Executive is or was last employed by the Company , unless the Parties agree otherwise in writing . The AAA Rules may be found at www . adr . org or by searching for AAA Employment Arbitration Rules and Mediation Procedures using a service such as www . Google . com .


This agreement to arbitrate does not prevent the Executive from filing a complaint or charge with the U.S. Department of Labor, Equal Employment Opportunity Commission, National Labor Relations Board or any other similar governmental agency. Disputes that may not be subject to pre-dispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act ( Public Law 111-203 ) or other act of Congress are also excluded from the coverage of this Section12. The Company shall be responsible for the first $75,000 of mediators or arbitrators fees of any mediation or arbitration related to this Agreement and any such fees in excess of such amount shall be split evenly between the Company and the Executive.The Company and the Executive shall be responsible for their own attorneys fees in connection with any dispute between the parties, including any dispute covered by this Section12. The arbitrator may award only those remedies that would have applied had the matter been heard in court. Judgment may be entered on the arbitrators decision in any court having jurisdiction. Either the Executive or the Company may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief in connection with an arbitrable controversy, but only upon the grounds that the award to which that party may be entitled may be rendered ineffectual

This agreement to arbitrate does not prevent the Executive from filing a complaint or charge with the U . S . Department of Labor , Equal Employment Opportunity Commission , National Labor Relations Board or any other similar governmental agency . Disputes that may not be subject to pre-dispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act ( Public Law 111-203 ) or other act of Congress are also excluded from the coverage of this Section12 . The Company shall be responsible for the first $ 75 , 000 of mediators or arbitrators fees of any mediation or arbitration related to this Agreement and any such fees in excess of such amount shall be split evenly between the Company and the Executive . The Company and the Executive shall be responsible for their own attorneys fees in connection with any dispute between the parties , including any dispute covered by this Section12 . The arbitrator may award only those remedies that would have applied had the matter been heard in court . Judgment may be entered on the arbitrators decision in any court having jurisdiction . Either the Executive or the Company may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief in connection with an arbitrable controversy , but only upon the grounds that the award to which that party may be entitled may be rendered ineffectual


1. | Position and Duties. ---|--- 1.1Employment; Titles; Reporting. The Company agrees to continue to employ the Employee and the Employee agrees to continue employment with the Company, upon the terms and subject to the conditions provided under this Agreement. During the Employment Term (as defined in Section2), the Employee will serve each of the Company and Linn Energy as the Senior Vice President , Corporate Services. In such capacity, the Employee will report to the Board of Directors of Linn Energy (including any committee thereof, the Board) and otherwise will be subject to the direction and control of the Board, and the Employee will have such duties, responsibilities and authorities as may be assigned to the Employee by the Board from time to time and otherwise consistent with such position in a publicly traded company comparable to Linn Energy which is engaged in natural gas and oil acquisition, development and production.

1 . | Position and Duties . - - - | - - - 1 . 1Employment ; Titles ; Reporting . The Company agrees to continue to employ the Employee and the Employee agrees to continue employment with the Company , upon the terms and subject to the conditions provided under this Agreement . During the Employment Term ( as defined in Section2 ) , the Employee will serve each of the Company and Linn Energy as the Senior Vice President , Corporate Services . In such capacity , the Employee will report to the Board of Directors of Linn Energy ( including any committee thereof , the Board ) and otherwise will be subject to the direction and control of the Board , and the Employee will have such duties , responsibilities and authorities as may be assigned to the Employee by the Board from time to time and otherwise consistent with such position in a publicly traded company comparable to Linn Energy which is engaged in natural gas and oil acquisition , development and production .


(iii)In addition, the Company will pay the Companys portion (as set defined below) of the Employees COBRA continuation coverage (the COBRA Coverage) for 18 months. Following such period, the Company shall permit the Employee (including the Employees spouse and dependents) to (A)continue to participate in the Companys group health plan if permitted under such plan, (B)convert the Companys group health plan to an individual policy, or (C)obtain other similar coverage, in each case, for up to an additional six months after the expiration of the maximum required period by the Employee paying one-hundred percent of the premiums for medical, dental and/or vision coverage on an after-tax basis (Medical Benefits). Notwithstanding the foregoing, the benefits described in this Section 6.4(a)(iii) may be discontinued by the Company prior to the end of the period provided in this subsection (iii)to the extent, but only to the extent, that the Employee receives substantially similar benefits from a subsequent employer.

( iii ) In addition , the Company will pay the Companys portion ( as set defined below ) of the Employees COBRA continuation coverage ( the COBRA Coverage ) for 18 months . Following such period , the Company shall permit the Employee ( including the Employees spouse and dependents ) to ( A ) continue to participate in the Companys group health plan if permitted under such plan , ( B ) convert the Companys group health plan to an individual policy , or ( C ) obtain other similar coverage , in each case , for up to an additional six months after the expiration of the maximum required period by the Employee paying one-hundred percent of the premiums for medical , dental and / or vision coverage on an after-tax basis ( Medical Benefits ) . Notwithstanding the foregoing , the benefits described in this Section 6 . 4 ( a ) ( iii ) may be discontinued by the Company prior to the end of the period provided in this subsection ( iii ) to the extent , but only to the extent , that the Employee receives substantially similar benefits from a subsequent employer .


The Companys portion of COBRA Coverage and of premiums for any continuing Medical Benefits shall be the difference between one hundred percent of the COBRA Coverage or Medical Benefits premium, as the case may be, and the dollar amount of medical premium expenses paid for the same type or types of Company medical benefits by a similarly situated employee on the Termination Date.

The Companys portion of COBRA Coverage and of premiums for any continuing Medical Benefits shall be the difference between one hundred percent of the COBRA Coverage or Medical Benefits premium , as the case may be , and the dollar amount of medical premium expenses paid for the same type or types of Company medical benefits by a similarly situated employee on the Termination Date .


(i)any person, as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 , as amended (the Exchange Act ) ( other than Linn Energy, any trustee or other fiduciary holding securities under any employee benefit plan of Linn Energy, or any company owned, directly or indirectly, by the stockholders of Linn Energy in substantially the same proportions as their ownership of common stock of

( i ) any person , as such term is used in Sections 13 ( d ) and 14 ( d ) of the Securities Exchange Act of 1934 , as amended ( the Exchange Act ) ( other than Linn Energy , any trustee or other fiduciary holding securities under any employee benefit plan of Linn Energy , or any company owned , directly or indirectly , by the stockholders of Linn Energy in substantially the same proportions as their ownership of common stock of


Linn Energy), becoming the beneficial owner (as defined in Rule 13d-3 under the Exchange Act ), directly or indirectly, of securities of Linn Energy representing more than 50% of the combined voting power of Linn Energys then outstanding securities;

Linn Energy ) , becoming the beneficial owner ( as defined in Rule 13d-3 under the Exchange Act ) , directly or indirectly , of securities of Linn Energy representing more than 50 % of the combined voting power of Linn Energys then outstanding securities ;


(ii)during any period of 24 consecutive calendar months, individuals who were directors of Linn Energy on the first day of such period (the Incumbent Directors) cease for any reason to constitute a majority of the Board; provided, however, that any individual becoming a director subsequent to the first day of such period whose election, or nomination for election, by Linn Energys stockholders was approved by a vote of at least two-thirds of the Incumbent Directors will be considered as though such individual were an Incumbent Director, but excluding, for purposes of this proviso, any such individual whose initial assumption of office occurs as a result of an actual or threatened proxy contest with respect to election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person (as used in Section 13(d) of the Exchange Act ), in each case, other than the Board, which individual, for the avoidance of doubt, shall not be deemed to be an Incumbent Director for purposes of this Section 6.4(c)(ii)), regardless of whether such individual was approved by a vote of at least two-thirds of the Incumbent Directors;

( ii ) during any period of 24 consecutive calendar months , individuals who were directors of Linn Energy on the first day of such period ( the Incumbent Directors ) cease for any reason to constitute a majority of the Board ; provided , however , that any individual becoming a director subsequent to the first day of such period whose election , or nomination for election , by Linn Energys stockholders was approved by a vote of at least two-thirds of the Incumbent Directors will be considered as though such individual were an Incumbent Director , but excluding , for purposes of this proviso , any such individual whose initial assumption of office occurs as a result of an actual or threatened proxy contest with respect to election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person ( as used in Section 13 ( d ) of the Exchange Act ) , in each case , other than the Board , which individual , for the avoidance of doubt , shall not be deemed to be an Incumbent Director for purposes of this Section 6 . 4 ( c ) ( ii ) ) , regardless of whether such individual was approved by a vote of at least two-thirds of the Incumbent Directors ;


(v)For the avoidance of doubt, the restructuring of Linn Energy, LLC and certain of its affiliates under chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas (Case No. 16-60040 ) (the Reorganization) will not constitute a Change of Control.

( v ) For the avoidance of doubt , the restructuring of Linn Energy , LLC and certain of its affiliates under chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas ( Case No . 16-60040 ) ( the Reorganization ) will not constitute a Change of Control .


(a)SEC Provisions. The Employee understands that nothing contained in this Agreement limits the Employees ability to file a charge or complaint with the Securities and Exchange Commission (SEC). The Employee further understands that this Agreement does not limit the Employees ability to communicate with the SEC or otherwise participate in any investigation or proceeding that may be conducted by the SEC, including providing documents or other information, without notice to the Company. This Agreement does not limit the Employees right to receive an award for information provided to the SEC. This Section 7.1(a) applies only for the period of time that the Company is subject to the Dodd-Frank Act .< br/>

( a ) SEC Provisions . The Employee understands that nothing contained in this Agreement limits the Employees ability to file a charge or complaint with the Securities and Exchange Commission ( SEC ) . The Employee further understands that this Agreement does not limit the Employees ability to communicate with the SEC or otherwise participate in any investigation or proceeding that may be conducted by the SEC , including providing documents or other information , without notice to the Company . This Agreement does not limit the Employees right to receive an award for information provided to the SEC . This Section 7 . 1 ( a ) applies only for the period of time that the Company is subject to the Dodd-Frank Act . & lt ; br / & gt ;


(b)Trade Secrets. The parties specifically acknowledge that 18 U.S.C. 1833 (b) provides: An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that(A) is made(i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii)solely for the purpose of reporting or investigating a suspected violation of law; or (B)is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Nothing in this Agreement is intended to conflict with 18 U.S.C. 1833 (b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. 1833 (b). Accordingly, notwithstanding anything to the contrary in the foregoing, the parties to this Agreement have the right to disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law

( b ) Trade Secrets . The parties specifically acknowledge that 18 U . S . C . 1833 ( b ) provides : An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that ( A ) is made ( i ) in confidence to a Federal , State , or local government official , either directly or indirectly , or to an attorney ; and ( ii ) solely for the purpose of reporting or investigating a suspected violation of law ; or ( B ) is made in a complaint or other document filed in a lawsuit or other proceeding , if such filing is made under seal . Nothing in this Agreement is intended to conflict with 18 U . S . C . 1833 ( b ) or create liability for disclosures of trade secrets that are expressly allowed by 18 U . S . C . 1833 ( b ) . Accordingly , notwithstanding anything to the contrary in the foregoing , the parties to this Agreement have the right to disclose in confidence trade secrets to federal , state , and local government officials , or to an attorney , for the sole purpose of reporting or investigating a suspected violation of law


8.4Governing Law. The validity, interpretation, construction and performance of this Agreement will be governed by the laws of the State of Texas other than the conflict of laws provision thereof.

8 . 4Governing Law . The validity , interpretation , construction and performance of this Agreement will be governed by the laws of the State of Texas other than the conflict of laws provision thereof .


(ii)Any and all claims and causes of action arising under any federal, state or local law, regulation or ordinance, including, without limitation, claims arising under Title VII of the Civil Rights Act of 1964 , the Pregnancy Discrimination Act , the Age Discrimination in Employment Act , the Americans with Disabilities Act , the Family and Medical Leave Act , the Fair Labor Standards Act and all corresponding state laws.

( ii ) Any and all claims and causes of action arising under any federal , state or local law , regulation or ordinance , including , without limitation , claims arising under Title VII of the Civil Rights Act of 1964 , the Pregnancy Discrimination Act , the Age Discrimination in Employment Act , the Americans with Disabilities Act , the Family and Medical Leave Act , the Fair Labor Standards Act and all corresponding state laws .


600 Travis, Suite 1400


| | ---|---|--- LINN OPERATING, LLC | By: | |

| | - - - | - - - | - - - LINN OPERATING , LLC | By : | |


EX-10.1 2 f8k013017ex10i_eztdinc.htm EMPLOYMENT AGREEMENT , DATED AS OF JANUARY 30, 2017 , BY AND BETWEEN THE SUBSIDIARY AND ZVIEL GEDALIHOU

EX-10 . 1 2 f8k013017ex10i_eztdinc . htm EMPLOYMENT AGREEMENT , DATED AS OF JANUARY 30 , 2017 , BY AND BETWEEN THE SUBSIDIARY AND ZVIEL GEDALIHOU


THIS AGREEMENT is entered into as of the 30 of January 2017 , by and between Win Global Markets Inc. (Israel) Ltd. of 6 Koifman St., Tel Aviv 68012, Israel (the "Company"), and Mr. Zviel Gedalihou , Israeli I.D. number 043197623 , of 2 Menachem Begin St ., Ramat Hasharon Israel (the "Employee"). Each of the Company and the Employee may be referred to herein as a "Party" and collectively as the "Parties".

THIS AGREEMENT is entered into as of the 30 of January 2017 , by and between Win Global Markets Inc . ( Israel ) Ltd . of 6 Koifman St . , Tel Aviv 68012 , Israel ( the " Company " ) , and Mr . Zviel Gedalihou , Israeli I . D . number 043197623 , of 2 Menachem Begin St . , Ramat Hasharon Israel ( the " Employee " ) . Each of the Company and the Employee may be referred to herein as a " Party " and collectively as the " Parties " .


| (i) | The Company shall pay towards compensatory payments for the Employee's benefit, an amount equal to 5% of the Salary. The Company shall deduct from the Salary an amount equal to 5% of the Salary, and pay such amount, on behalf of the Employee, towards compensatory payments for the Employee's benefit (and by signing this Agreement, the Employee gives his/her consent for such deduction); ---|---|--- | | | | | (ii) | the Company shall pay an amount equal to 8 1/3% of the Salary, for severance compensation; and ---|---|---

| ( i ) | The Company shall pay towards compensatory payments for the Employee ' s benefit , an amount equal to 5 % of the Salary . The Company shall deduct from the Salary an amount equal to 5 % of the Salary , and pay such amount , on behalf of the Employee , towards compensatory payments for the Employee ' s benefit ( and by signing this Agreement , the Employee gives his / her consent for such deduction ) ; - - - | - - - | - - - | | | | | ( ii ) | the Company shall pay an amount equal to 8 1 / 3 % of the Salary , for severance compensation ; and - - - | - - - | - - -


| (iii) | The Company shall pay towards disability insurance an amount equal to the lesser of the following alternatives: (1) 2.5% of the Salary, or (2) the sum which shall provide for a disability allowance equal to seventy five percent ( 75% ) of the Salary. ---|---|---

| ( iii ) | The Company shall pay towards disability insurance an amount equal to the lesser of the following alternatives : ( 1 ) 2 . 5 % of the Salary , or ( 2 ) the sum which shall provide for a disability allowance equal to seventy five percent ( 75 % ) of the Salary . - - - | - - - | - - -


THIS NON-DISCLOSURE, NON-COMPETITION AND PROPRIETARY INFORMATION UNDERTAKING (the "Undertaking") is entered into this 6' of August by Mr. Zviel Gedalihou , Israeli I.D. number 043197623 , of 2 Menachem Begin St ., Ramat Hasharon Israel (the "Employee") effective as of the Commencement Date of the Employee's employment (as set forth in his/her Employment Agreement to which this Undertaking is attached).

THIS NON-DISCLOSURE , NON-COMPETITION AND PROPRIETARY INFORMATION UNDERTAKING ( the " Undertaking " ) is entered into this 6 ' of August by Mr . Zviel Gedalihou , Israeli I . D . number 043197623 , of 2 Menachem Begin St . , Ramat Hasharon Israel ( the " Employee " ) effective as of the Commencement Date of the Employee ' s employment ( as set forth in his / her Employment Agreement to which this Undertaking is attached ) .


4.4 | This Undertaking is governed by and construed in accordance with the laws of the State of Israel , without giving effect to its laws pertaining to conflict of laws. The Employee agrees that any and all disputes in connection with this Undertaking shall be submitted to the exclusive jurisdiction of the competent courts located in the city of Tel-Aviv-Jaffa, Israel. ---|---

4 . 4 | This Undertaking is governed by and construed in accordance with the laws of the State of Israel , without giving effect to its laws pertaining to conflict of laws . The Employee agrees that any and all disputes in connection with this Undertaking shall be submitted to the exclusive jurisdiction of the competent courts located in the city of Tel-Aviv-Jaffa , Israel . - - - | - - -


GOLDEN QUEEN MINING CO. LTD. , a corporation incorporated under the laws of British Columbia , Canada, with its office located at 2300 1066 West Hastings Street, Vancouver, British Columbia V6E 3X2.

GOLDEN QUEEN MINING CO . LTD . , a corporation incorporated under the laws of British Columbia , Canada , with its office located at 2300 1066 West Hastings Street , Vancouver , British Columbia V6E 3X2 .


Guy Le Bel, an individual residing at 405 LAssomption Blvd, Repentigny, Quebec J6A 1C3

Guy Le Bel , an individual residing at 405 LAssomption Blvd , Repentigny , Quebec J6A 1C3


| 1.1| Commencement of Term: The employment of the Executive shall commence on March 16, 2017 (the Effective Date) or such other date as mutually agreed. ---|---|---

| 1 . 1 | Commencement of Term : The employment of the Executive shall commence on March 16 , 2017 ( the Effective Date ) or such other date as mutually agreed . - - - | - - - | - - -


| 2.1| Title: The Company agrees to employ the Executive as the Chief Financial Officer of the Company, reporting to the Chief Executive Officer of the Company (the CEO), and where appropriate to the board of the Company (the Board). As Chief Financial Officer of the Company, the Executive will perform the duties described in the work description set out in Schedule A to this Agreement (the Executive Duties). The Executive Duties will also include acting as the interim Chief Financial Officer of Golden Queen Mining Company, LLC (GQM LLC) until such time as the Company employs his replacement. ---|---|---

| 2 . 1 | Title : The Company agrees to employ the Executive as the Chief Financial Officer of the Company , reporting to the Chief Executive Officer of the Company ( the CEO ) , and where appropriate to the board of the Company ( the Board ) . As Chief Financial Officer of the Company , the Executive will perform the duties described in the work description set out in Schedule A to this Agreement ( the Executive Duties ) . The Executive Duties will also include acting as the interim Chief Financial Officer of Golden Queen Mining Company , LLC ( GQM LLC ) until such time as the Company employs his replacement . - - - | - - - | - - -


| (a)| The Company shall pay to the Executive and the Executive shall accept as compensation for all his services and duties hereunder in the first twelve months of employment, an annual base salary of C$175,000 . Subsequent salary reviews shall be conducted by the Companys compensation committee on an annual basis in January or February, and will depend on the Executives performance, industry rates, fiscal performance of the Company and other factors to be determined by such committee in accordance with Company policy. ---|---|---

| ( a ) | The Company shall pay to the Executive and the Executive shall accept as compensation for all his services and duties hereunder in the first twelve months of employment , an annual base salary of C $ 175 , 000 . Subsequent salary reviews shall be conducted by the Companys compensation committee on an annual basis in January or February , and will depend on the Executives performance , industry rates , fiscal performance of the Company and other factors to be determined by such committee in accordance with Company policy . - - - | - - - | - - -


GOLDEN QUEEN MINING CO. LTD.


| 8.7| Arbitration: Unless British Columbia law prescribes a mandatory dispute resolution procedure, the Parties agree that any claims, disputes, controversies or differences which may arise out of or in connection with this Agreement shall be settled by arbitration in Vancouver, British Columbia, Canada, without recourse to the courts in accordance with the provisions of the Arbitrations Act of British Columbia. The decision of the arbitrator shall be final and binding upon the parties and there shall be no appeal therefrom. The Company shall pay the expense of any Arbitration process including the fees of the Arbitrator chosen. Each party will be responsible for their own legal expense incurred in connection with the exercise of the Arbitration provision of this Agreement. ---|---|---

| 8 . 7 | Arbitration : Unless British Columbia law prescribes a mandatory dispute resolution procedure , the Parties agree that any claims , disputes , controversies or differences which may arise out of or in connection with this Agreement shall be settled by arbitration in Vancouver , British Columbia , Canada , without recourse to the courts in accordance with the provisions of the Arbitrations Act of British Columbia . The decision of the arbitrator shall be final and binding upon the parties and there shall be no appeal therefrom . The Company shall pay the expense of any Arbitration process including the fees of the Arbitrator chosen . Each party will be responsible for their own legal expense incurred in connection with the exercise of the Arbitration provision of this Agreement . - - - | - - - | - - -


GOLDEN QUEEN MINING CO. LTD. | ---|--- | By: | | /s/ Thomas M. Clay | /s/ Guy Le Bel Thomas M. Clay, CEO | Guy Le Bel

GOLDEN QUEEN MINING CO . LTD . | - - - | - - - | By : | | / s / Thomas M . Clay | / s / Guy Le Bel Thomas M . Clay , CEO | Guy Le Bel


Position: | Chief Financial Officer (the CFO) ---|--- | Business Entity: | Golden Queen Mining Co. Ltd. (the Company)

Position : | Chief Financial Officer ( the CFO ) - - - | - - - | Business Entity : | Golden Queen Mining Co . Ltd . ( the Company )


The Chief Financial Officer provides both operational and financial policy support to the Company and its reporting entities. The CFO supervises the finance and administrative functions of the Company and is the chief financial spokesperson for the Company.

The Chief Financial Officer provides both operational and financial policy support to the Company and its reporting entities . The CFO supervises the finance and administrative functions of the Company and is the chief financial spokesperson for the Company .


EX-10.1 4 bpsr_ex101.htm EMPLOYMENT AGREEMENT


1\. Term. The Executive's employment hereunder shall be effective as of the Effective Date and shall continue until the third anniversary thereof, unless terminated earlier pursuant to Section 5 of this Agreement; provided that, on such third anniversary of the Effective Date and each annual anniversary thereafter (such date and each annual anniversary thereof, a Renewal Date), the Agreement shall be deemed to be automatically extended, upon the same terms and conditions, for successive periods of one year , unless either party provides written notice of its intention not to extend the term of the Agreement at least 90 days' prior to the applicable Renewal Date. The period during which the Executive is employed by the Company hereunder is hereinafter referred to as the Employment Term.

1 \ . Term . The Executive ' s employment hereunder shall be effective as of the Effective Date and shall continue until the third anniversary thereof , unless terminated earlier pursuant to Section 5 of this Agreement ; provided that , on such third anniversary of the Effective Date and each annual anniversary thereafter ( such date and each annual anniversary thereof , a Renewal Date ) , the Agreement shall be deemed to be automatically extended , upon the same terms and conditions , for successive periods of one year , unless either party provides written notice of its intention not to extend the term of the Agreement at least 90 days ' prior to the applicable Renewal Date . The period during which the Executive is employed by the Company hereunder is hereinafter referred to as the Employment Term .


| (i) | 50% of the Warrant shall immediately vest on the Effective Date, thereafter, the remaining 50% shall vest in eighteen (18) equal monthly installments beginning March 31, 2017 and continuing for seventeen (17) consecutive monthly periods thereafter or until Executive no longer remains employed by the Company, whichever is earlier and subject to Section 5.2. ---|---|---

| ( i ) | 50 % of the Warrant shall immediately vest on the Effective Date , thereafter , the remaining 50 % shall vest in eighteen ( 18 ) equal monthly installments beginning March 31 , 2017 and continuing for seventeen ( 17 ) consecutive monthly periods thereafter or until Executive no longer remains employed by the Company , whichever is earlier and subject to Section 5 . 2 . - - - | - - - | - - -


| (v) | a lump sum payment equal to the Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company's similarly situated executives, but in no event later than two-and-a- half ( 2 1/2 ) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal and state law.

| ( v ) | a lump sum payment equal to the Annual Bonus , if any , that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year , which shall be payable on the date that annual bonuses are paid to the Company ' s similarly situated executives , but in no event later than two-and-a - half ( 2 1 / 2 ) months following the end of the fiscal year in which the Termination Date occurs . Notwithstanding any other provision contained herein , all payments made in connection with the Executive ' s Disability shall be provided in a manner which is consistent with federal and state law .


16\. Governing Law: Jurisdiction and Venue. This Agreement, for all purposes, shall be construed in accordance with the laws of Florida without regard to conflicts of law principles. Any action or proceeding by either of the parties to enforce this Agreement shall be brought only in a state or federal court located in the state of Florida , county of Miami-Dade. The parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue.

16 \ . Governing Law : Jurisdiction and Venue . This Agreement , for all purposes , shall be construed in accordance with the laws of Florida without regard to conflicts of law principles . Any action or proceeding by either of the parties to enforce this Agreement shall be brought only in a state or federal court located in the state of Florida , county of Miami-Dade . The parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue .


THIS EXECUTIVE EMPLOYMENT AGREEMENT (this Agreement) is entered into effective as of January 25, 2017 (the Start Date), by and between CRAIG I. FORMAN (the Executive) and THE McCLATCHY COMPANY , a Delaware corporation (the Company).

THIS EXECUTIVE EMPLOYMENT AGREEMENT ( this Agreement ) is entered into effective as of January 25 , 2017 ( the Start Date ) , by and between CRAIG I . FORMAN ( the Executive ) and THE McCLATCHY COMPANY , a Delaware corporation ( the Company ) .


WHEREAS, the Company wishes to employ the Executive in the capacity of its President and Chief Executive Officer ; and

WHEREAS , the Company wishes to employ the Executive in the capacity of its President and Chief Executive Officer ; and


(a)Position. The Company agrees to employ the Executive in Sacramento, California as its President and Chief Executive Officer as of the Start Date. The Executive shall report to the Companys Board of Directors (the Board) and shall have the authority and responsibilities customarily granted to the President and Chief Executive Officer .

( a ) Position . The Company agrees to employ the Executive in Sacramento , California as its President and Chief Executive Officer as of the Start Date . The Executive shall report to the Companys Board of Directors ( the Board ) and shall have the authority and responsibilities customarily granted to the President and Chief Executive Officer .


(b)Annual Incentive Compensation. The Executive shall be eligible to receive an annual cash bonus for the Companys fiscal years 2017 and 2018 (the Annual Cash Incentive) based on performance objectives established by the Compensation Committee of the Board (the Committee) each such fiscal year. The Executives target Annual Cash Incentive amount for each such fiscal year will be the percentage of Base Salary designated as the target by the Committee, which target shall be at least one hundred percent ( 100% ) of the Base Salary then in effect for each applicable year. However, for fiscal year 2017, if the Executive remains employed by the Company on the last day of such fiscal year, the Committee shall award the Executive an Annual Incentive Bonus at least equal to $900,000 , and payment of the Executives fiscal year 2017 Annual Cash Incentive shall be made following such fiscal year in accordance with terms otherwise applicable to the Companys annual incentive compensation program. For fiscal year 2018, the Executives Annual Cash Incentive, if any, may be below (including zero), at, or above, the target based upon the achievement of the performance objectives, and payment of any such Annual Cash Incentive shall be in accordance with the terms of such program.

( b ) Annual Incentive Compensation . The Executive shall be eligible to receive an annual cash bonus for the Companys fiscal years 2017 and 2018 ( the Annual Cash Incentive ) based on performance objectives established by the Compensation Committee of the Board ( the Committee ) each such fiscal year . The Executives target Annual Cash Incentive amount for each such fiscal year will be the percentage of Base Salary designated as the target by the Committee , which target shall be at least one hundred percent ( 100 % ) of the Base Salary then in effect for each applicable year . However , for fiscal year 2017 , if the Executive remains employed by the Company on the last day of such fiscal year , the Committee shall award the Executive an Annual Incentive Bonus at least equal to $ 900 , 000 , and payment of the Executives fiscal year 2017 Annual Cash Incentive shall be made following such fiscal year in accordance with terms otherwise applicable to the Companys annual incentive compensation program . For fiscal year 2018 , the Executives Annual Cash Incentive , if any , may be below ( including zero ) , at , or above , the target based upon the achievement of the performance objectives , and payment of any such Annual Cash Incentive shall be in accordance with the terms of such program .


This Waiver and General Release Agreement (the Agreement) is being entered into between Craig I. Forman (Executive) and The McClatchy Company, a Delaware corporation (the Company), in connection with the termination of Executives employment with the Company as of [Month, Day], [Year] (the Termination Date), in consideration of the severance payment (the Severance Payment) provided to Executive pursuant to and in accordance with the Executive Employment Agreement, dated January 25, 2017 , by and between Executive and the Company (the Employment Agreement). Executive and the Company are referred to collectively as the Parties.

This Waiver and General Release Agreement ( the Agreement ) is being entered into between Craig I . Forman ( Executive ) and The McClatchy Company , a Delaware corporation ( the Company ) , in connection with the termination of Executives employment with the Company as of [ Month , Day ] , [ Year ] ( the Termination Date ) , in consideration of the severance payment ( the Severance Payment ) provided to Executive pursuant to and in accordance with the Executive Employment Agreement , dated January 25 , 2017 , by and between Executive and the Company ( the Employment Agreement ) . Executive and the Company are referred to collectively as the Parties .


i.Antidiscrimination laws, such as Title VII of the Civil Rights Act of 1964 , as amended, and Executive Order 11246 (which prohibit discrimination based on race, color, national origin, religion, or sex); Section 1981 of the Civil Rights Act of 1866 (which prohibits discrimination based on race or color); the Americans with Disabilities Act and Sections 503 and 504 of the Rehabilitation Act of 1973 (which prohibit discrimination based upon disability); the Age Discrimination in Employment Act, as amended, 29 U.S.C. Section 621 et seq. (which prohibits discrimination on the basis of age); the Equal Pay Act ( which prohibits paying men and women unequal pay for equal work); the California Fair Employment and Housing Act , California Government Code Section 12900 et seq. (which prohibits discrimination based on protected characteristics including race, color, religion, sex, gender, sexual orientation, marital status, national origin, language restrictions, ancestry, physical or mental disability, medical condition, age, and denial of leave); the California Equal Pay Law (which prohibits paying men and women unequal pay for equal work), California Labor Code Section 1197.5; the Unruh Civil Rights Act , California Civil Code Section 51 et seq. (which prohibits discrimination based on age, sex, race, color, religion, ancestry, national origin, disability, medical condition, marital status, or sexual orientation); or any other local, state or federal statute, regulation, common law or decision concerning discrimination, harassment, or retaliation on these or any other grounds or otherwise governing the employment relationship.

i . Antidiscrimination laws , such as Title VII of the Civil Rights Act of 1964 , as amended , and Executive Order 11246 ( which prohibit discrimination based on race , color , national origin , religion , or sex ) ; Section 1981 of the Civil Rights Act of 1866 ( which prohibits discrimination based on race or color ) ; the Americans with Disabilities Act and Sections 503 and 504 of the Rehabilitation Act of 1973 ( which prohibit discrimination based upon disability ) ; the Age Discrimination in Employment Act , as amended , 29 U . S . C . Section 621 et seq . ( which prohibits discrimination on the basis of age ) ; the Equal Pay Act ( which prohibits paying men and women unequal pay for equal work ) ; the California Fair Employment and Housing Act , California Government Code Section 12900 et seq . ( which prohibits discrimination based on protected characteristics including race , color , religion , sex , gender , sexual orientation , marital status , national origin , language restrictions , ancestry , physical or mental disability , medical condition , age , and denial of leave ) ; the California Equal Pay Law ( which prohibits paying men and women unequal pay for equal work ) , California Labor Code Section 1197 . 5 ; the Unruh Civil Rights Act , California Civil Code Section 51 et seq . ( which prohibits discrimination based on age , sex , race , color , religion , ancestry , national origin , disability , medical condition , marital status , or sexual orientation ) ; or any other local , state or federal statute , regulation , common law or decision concerning discrimination , harassment , or retaliation on these or any other grounds or otherwise governing the employment relationship .


ii.Other employment laws, such as the federal Worker Adjustment and Retraining Notification Act of 1988 and the California Worker Adjustment and Retraining Notification Act , California Labor Code Sections 1400 et seq. (known as WARN laws, which require advance notice of certain workforce reductions); the Employee Retirement Income Security Act of 1974 (which, among other things, protects employee benefits); the Fair Labor Standards Act of 1938 (which regulates wage and hour matters); the Family and Medical Leave Act of 1993 (which requires employers to provide leaves of absence under certain circumstances); the California Labor Code (which regulates employment and wage and hour matters); the California Family Rights Act of 1993, California Government Code Section 12945.1 et seq. (which requires employers to provide leaves of absence under certain circumstances); and any other federal, state, or local statute, regulation, common law or decision relating to employment, reemployment rights, leaves of absence or any other aspect of employment.

ii . Other employment laws , such as the federal Worker Adjustment and Retraining Notification Act of 1988 and the California Worker Adjustment and Retraining Notification Act , California Labor Code Sections 1400 et seq . ( known as WARN laws , which require advance notice of certain workforce reductions ) ; the Employee Retirement Income Security Act of 1974 ( which , among other things , protects employee benefits ) ; the Fair Labor Standards Act of 1938 ( which regulates wage and hour matters ) ; the Family and Medical Leave Act of 1993 ( which requires employers to provide leaves of absence under certain circumstances ) ; the California Labor Code ( which regulates employment and wage and hour matters ) ; the California Family Rights Act of 1993 , California Government Code Section 12945 . 1 et seq . ( which requires employers to provide leaves of absence under certain circumstances ) ; and any other federal , state , or local statute , regulation , common law or decision relating to employment , reemployment rights , leaves of absence or any other aspect of employment .


4.ADEA Acknowledgement/Time Periods. With respect to the General Release in Section 1 of this Agreement, Executive agrees and understands that by signing this Agreement, Executive is specifically releasing all claims under the Age Discrimination in Employment Act, as amended, 29 U.S.C. Section 621 et seq. Executive acknowledges that he has carefully read and understands this Agreement in its entirety and executes it voluntarily and without coercion.

4 . ADEA Acknowledgement / Time Periods . With respect to the General Release in Section 1 of this Agreement , Executive agrees and understands that by signing this Agreement , Executive is specifically releasing all claims under the Age Discrimination in Employment Act , as amended , 29 U . S . C . Section 621 et seq . Executive acknowledges that he has carefully read and understands this Agreement in its entirety and executes it voluntarily and without coercion .


b.Revocation Period. Executive understands that Executive has seven (7) days following his execution of this Agreement to revoke it in writing, and that this Agreement is not effective or enforceable until after this seven (7) day period has expired without revocation. If Executive wishes to revoke this Agreement after signing it, Executive must provide written notice of Executives decision to revoke the Agreement to the Company, Attention: Billie McConkey, Vice President , HR & General Counsel, The McClatchy Company, 2100 Q Street, Sacramento, California 95816 (email: bmcconkey@ mcclatchy.com) by no later than 12:01 a.m. on the eighth (8th) calendar day after the date by which Executive has signed this Agreement (the Revocation Deadline).

b . Revocation Period . Executive understands that Executive has seven ( 7 ) days following his execution of this Agreement to revoke it in writing , and that this Agreement is not effective or enforceable until after this seven ( 7 ) day period has expired without revocation . If Executive wishes to revoke this Agreement after signing it , Executive must provide written notice of Executives decision to revoke the Agreement to the Company , Attention : Billie McConkey , Vice President , HR & amp ; General Counsel , The McClatchy Company , 2100 Q Street , Sacramento , California 95816 ( email : bmcconkey @ mcclatchy . com ) by no later than 12 : 01 a . m . on the eighth ( 8th ) calendar day after the date by which Executive has signed this Agreement ( the Revocation Deadline ) .


1.Employment. The Company shall employ Employee, and Employee accepts employment with the Company, upon the terms and conditions set forth in this Agreement for the period beginning on the Effective Date and ending on the third anniversary of such date (the Initial Term); provided, however, that (a) on such third anniversary date (and on the fourth and fifth anniversary dates of the Effective Date thereafter), the term of this Agreement will automatically (without any action by either party) be extended for one additional year (each, a Renewal Period), unless, at least 90 days prior to either the third, fourth, or fifth anniversary date of the Effective Date, as applicable, the Company or Employee has given written notice to the other party (a Non-Renewal Notice) that the Company or Employee does not wish to extend the term of the Agreement (a Non-Renewal), and (b) the Initial Term or any Renewal Period, as applicable, may be terminated prior to the expiration thereof in accordance with Section 4. Either party may elect not to renew this Agreement; provided, that, if no Non-Renewal Notice is given, and if this Agreement is not terminated earlier in accordance with Section 4, the Agreement will expire by its terms on the sixth anniversary of the Effective Date, unless extended by mutual agreement of the parties hereto. The term Employment Term means the period from the Effective Date until the expiration of the Initial Term and any applicable Renewal Period pursuant to this Section 1 or in accordance with Section 4 of this Agreement.

1 . Employment . The Company shall employ Employee , and Employee accepts employment with the Company , upon the terms and conditions set forth in this Agreement for the period beginning on the Effective Date and ending on the third anniversary of such date ( the Initial Term ) ; provided , however , that ( a ) on such third anniversary date ( and on the fourth and fifth anniversary dates of the Effective Date thereafter ) , the term of this Agreement will automatically ( without any action by either party ) be extended for one additional year ( each , a Renewal Period ) , unless , at least 90 days prior to either the third , fourth , or fifth anniversary date of the Effective Date , as applicable , the Company or Employee has given written notice to the other party ( a Non-Renewal Notice ) that the Company or Employee does not wish to extend the term of the Agreement ( a Non-Renewal ) , and ( b ) the Initial Term or any Renewal Period , as applicable , may be terminated prior to the expiration thereof in accordance with Section 4 . Either party may elect not to renew this Agreement ; provided , that , if no Non-Renewal Notice is given , and if this Agreement is not terminated earlier in accordance with Section 4 , the Agreement will expire by its terms on the sixth anniversary of the Effective Date , unless extended by mutual agreement of the parties hereto . The term Employment Term means the period from the Effective Date until the expiration of the Initial Term and any applicable Renewal Period pursuant to this Section 1 or in accordance with Section 4 of this Agreement .


(a)During the Employment Term, Employee shall hold the title of Vice President - Gas Gathering and Marketing. The Company and Employee agree that the Employee shall have duties and responsibilities consistent with the position set forth above in a company the size and of the nature of the Company, and such other duties and authority that are assigned to Employee from time to time by the Companys Board of Directors (the Board), or such other officer of the Company as shall be designated by the Board. Employee shall report to the Board, or to such other officer of the Company as shall be designated by the Board.

( a ) During the Employment Term , Employee shall hold the title of Vice President - Gas Gathering and Marketing . The Company and Employee agree that the Employee shall have duties and responsibilities consistent with the position set forth above in a company the size and of the nature of the Company , and such other duties and authority that are assigned to Employee from time to time by the Companys Board of Directors ( the Board ) , or such other officer of the Company as shall be designated by the Board . Employee shall report to the Board , or to such other officer of the Company as shall be designated by the Board .


(a)Base Salary. During the Employment Term, Employees base salary shall be $300,000 per annum, which salary may be increased (but not decreased) by the Board (or a designated committee thereof) in its discretion (the Base Salary), which Base Salary shall be payable in regular installments in accordance with the Companys general payroll practices and subject to withholding and other payroll taxes.

( a ) Base Salary . During the Employment Term , Employees base salary shall be $ 300 , 000 per annum , which salary may be increased ( but not decreased ) by the Board ( or a designated committee thereof ) in its discretion ( the Base Salary ) , which Base Salary shall be payable in regular installments in accordance with the Companys general payroll practices and subject to withholding and other payroll taxes .


(b)Disability. Employees employment hereunder shall terminate upon a determination that he has incurred a Disability. For purposes of this Agreement, Disability means, at any time the Company sponsors a long-term disability plan for the Companys employees, disability as defined in such long-term disability plan for the purpose of determining a participants eligibility for benefits, provided, that if the long-term disability plan contains multiple definitions of disability, Disability shall refer to that definition of disability which, if Employee qualified for such disability benefits, would provide coverage for the longest period of time. The determination of whether Employee has a Disability shall be made in good faith by the person or persons required to make disability determinations under the long-term disability plan. If Employee is not covered under the Companys long-term disability plan or if the Company does not sponsor a long-term disability plan at such time, then the term Disability hereunder shall mean a permanent and total disability as defined in section 22(e)(3) of the Internal Revenue Code of 1986 , as amended (the Code), and, in this case, the existence of any such Disability shall be certified by a physician acceptable to both the Company and Employee. In the event the parties are not able to agree on the choice of a physician, each party shall select a physician who, in turn, shall select a third physician to render such certification.

( b ) Disability . Employees employment hereunder shall terminate upon a determination that he has incurred a Disability . For purposes of this Agreement , Disability means , at any time the Company sponsors a long-term disability plan for the Companys employees , disability as defined in such long-term disability plan for the purpose of determining a participants eligibility for benefits , provided , that if the long-term disability plan contains multiple definitions of disability , Disability shall refer to that definition of disability which , if Employee qualified for such disability benefits , would provide coverage for the longest period of time . The determination of whether Employee has a Disability shall be made in good faith by the person or persons required to make disability determinations under the long-term disability plan . If Employee is not covered under the Companys long-term disability plan or if the Company does not sponsor a long-term disability plan at such time , then the term Disability hereunder shall mean a permanent and total disability as defined in section 22 ( e ) ( 3 ) of the Internal Revenue Code of 1986 , as amended ( the Code ) , and , in this case , the existence of any such Disability shall be certified by a physician acceptable to both the Company and Employee . In the event the parties are not able to agree on the choice of a physician , each party shall select a physician who , in turn , shall select a third physician to render such certification .


A.Any person or group of related persons (as such terms are used in sections 13(d) and 14(d) of the Securities Exchange Act of 1934 , as amended (the Exchange Act )) or any group working cooperatively to advance or achieve common economic goals, including, without limitation, a group that forms a group or committee for purposes of negotiating a restructuring transaction, other than Ares, Clayton Williams, Jr., The Williams Childrens Partnership, Ltd. or any Related Party thereof, is or becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act , except that such person or group shall be deemed to have beneficial ownership of all shares that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than (i) 35% of the total voting power of the outstanding capital stock (excluding any debt securities convertible into equity) normally entitled to vote in the election of directors (Voting Stock) of the Company (or its successor by merger, consolidation or purchase of all or substantially all of its assets) (for purposes of this clause, such person or group shall be deemed to beneficially own any Voting Stock held by a parent entity, if such person or group beneficially owns (as defined above), directly or indirectly, more than 35% of the voting power of the Voting Stock of such parent entity), (ii) 35% of the aggregate economic interests in the Company (or its successor by merger, consolidation or purchase of all or substantially all of its assets) or (iii) 35% of the total common stock of the Company (or its successor by merger, consolidation or purchase of all or substantially all of its assets);

A . Any person or group of related persons ( as such terms are used in sections 13 ( d ) and 14 ( d ) of the Securities Exchange Act of 1934 , as amended ( the Exchange Act ) ) or any group working cooperatively to advance or achieve common economic goals , including , without limitation , a group that forms a group or committee for purposes of negotiating a restructuring transaction , other than Ares , Clayton Williams , Jr . , The Williams Childrens Partnership , Ltd . or any Related Party thereof , is or becomes the beneficial owner ( as defined in Rules 13d-3 and 13d-5 under the Exchange Act , except that such person or group shall be deemed to have beneficial ownership of all shares that such person or group has the right to acquire , whether such right is exercisable immediately or only after the passage of time ) , directly or indirectly , of more than ( i ) 35 % of the total voting power of the outstanding capital stock ( excluding any debt securities convertible into equity ) normally entitled to vote in the election of directors ( Voting Stock ) of the Company ( or its successor by merger , consolidation or purchase of all or substantially all of its assets ) ( for purposes of this clause , such person or group shall be deemed to beneficially own any Voting Stock held by a parent entity , if such person or group beneficially owns ( as defined above ) , directly or indirectly , more than 35 % of the voting power of the Voting Stock of such parent entity ) , ( ii ) 35 % of the aggregate economic interests in the Company ( or its successor by merger , consolidation or purchase of all or substantially all of its assets ) or ( iii ) 35 % of the total common stock of the Company ( or its successor by merger , consolidation or purchase of all or substantially all of its assets ) ;


IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement as of the Effective Date.

IN WITNESS WHEREOF , the parties hereto have executed this Employment Agreement as of the Effective Date .


EMPLOYMENT AGREEMENT (this Agreement) dated as of June26, 2016 , 2016 (the Effective Date), between AB Management Services Corp. , a Delaware corporation (the Company), and Wayne A. Denningham (the Executive, and together with the Company, the Parties).

EMPLOYMENT AGREEMENT ( this Agreement ) dated as of June26 , 2016 , 2016 ( the Effective Date ) , between AB Management Services Corp . , a Delaware corporation ( the Company ) , and Wayne A . Denningham ( the Executive , and together with the Company , the Parties ) .


2\. Term. Subject to earlier termination pursuant to Section5 of this Agreement, this Agreement and the employment relationship hereunder shall continue from the Effective Date until January30, 2018 (the Term Date). As used in this Agreement, the Term shall refer to the period beginning on the Effective Date and ending on the date the Executives employment terminates in accordance with this Section2 or Section5\. In the event that the Executives employment with the Company terminates, the Companys obligation to continue to pay all base salary, as adjusted, bonus and other benefits then accrued shall terminate except as may be provided for in Section5 of this Agreement.

2 \ . Term . Subject to earlier termination pursuant to Section5 of this Agreement , this Agreement and the employment relationship hereunder shall continue from the Effective Date until January30 , 2018 ( the Term Date ) . As used in this Agreement , the Term shall refer to the period beginning on the Effective Date and ending on the date the Executives employment terminates in accordance with this Section2 or Section5 \ . In the event that the Executives employment with the Company terminates , the Companys obligation to continue to pay all base salary , as adjusted , bonus and other benefits then accrued shall terminate except as may be provided for in Section5 of this Agreement .


4.1 Base Salary. The Company will pay to the Executive an annual base salary of $800,000 , payable in accordance with the customary payroll practices of the Company (Base Salary). Executive shall be entitled to such increases, if any, in Base Salary as may be determined from time to time by the Board or the compensation committee of the Board (the Compensation Committee).

4 . 1 Base Salary . The Company will pay to the Executive an annual base salary of $ 800 , 000 , payable in accordance with the customary payroll practices of the Company ( Base Salary ) . Executive shall be entitled to such increases , if any , in Base Salary as may be determined from time to time by the Board or the compensation committee of the Board ( the Compensation Committee ) .


| | ---|---|--- Hogan Lovells US LLP 1999 Avenue of the Stars, Suite 1400 Los Angeles, CA 90067 Attention: | | Barry L. Dastin, Esq. Telephone : | | (310) 785-4717 Fax: | | (310) 775-4551 9.2 Entire Agreement. This Agreement contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, written or oral, with respect thereto, including, without limitation, that certain letter agreement between the Executive and Albertsons Companies, Inc., dated September18, 2015.

| | - - - | - - - | - - - Hogan Lovells US LLP 1999 Avenue of the Stars , Suite 1400 Los Angeles , CA 90067 Attention : | | Barry L . Dastin , Esq . Telephone : | | ( 310 ) 785-4717 Fax : | | ( 310 ) 775-4551 9 . 2 Entire Agreement . This Agreement contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements , written or oral , with respect thereto , including , without limitation , that certain letter agreement between the Executive and Albertsons Companies , Inc . , dated September18 , 2015 .


9.7 Governing Law, Dispute Resolution and Venue. This Agreement shall be governed and construed in accordance with the laws of the State of Idaho applicable to agreements made and not to be performed entirely within such state, without regard to conflicts of laws principles.

9 . 7 Governing Law , Dispute Resolution and Venue . This Agreement shall be governed and construed in accordance with the laws of the State of Idaho applicable to agreements made and not to be performed entirely within such state , without regard to conflicts of laws principles .


WHEREAS, Executive is employed by the Company, a wholly-owned subsidiary of Patterson-UTI Energy, Inc., a Delaware corporation (Parent), and serves as President of the Company;

WHEREAS , Executive is employed by the Company , a wholly-owned subsidiary of Patterson-UTI Energy , Inc . , a Delaware corporation ( Parent ) , and serves as President of the Company ;


3\. Term. Subject to the provision for earlier termination set forth in Section5 hereof, this Agreement shall be for an initial term that begins on the Effective Date and continues in effect through the third anniversary of the Effective Date and, unless terminated sooner as herein provided, shall automatically be extended for one additional year on each anniversary of the Effective Date (the Term).

3 \ . Term . Subject to the provision for earlier termination set forth in Section5 hereof , this Agreement shall be for an initial term that begins on the Effective Date and continues in effect through the third anniversary of the Effective Date and , unless terminated sooner as herein provided , shall automatically be extended for one additional year on each anniversary of the Effective Date ( the Term ) .


| (i) | The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act ) ( a Covered Person) of beneficial ownership (within the meaning of rule 13d-3 promulgated under the Exchange Act ) of 35% or more of either (i)the then outstanding shares of the common stock of Parent (the Outstanding Parent Common Stock), or (ii)the combined voting power of the then outstanding voting securities of Parent entitled to vote generally in the election of directors (the Outstanding Parent Voting Securities); provided, however, that for purposes of this subsection (i)of this Section 7(d), the following acquisitions shall not constitute a Change in Control of Parent: (i)any acquisition directly from Parent, (ii)any acquisition by Parent, (iii)any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Parent or any entity controlled by Parent, or (iv)any acquisition by any corporation pursuant to a transaction which complies with clauses (A), (B) and (C)of subsection (iii)of this Section 7(d); or ---|---|---

| ( i ) | The acquisition by any individual , entity or group ( within the meaning of Section 13 ( d ) ( 3 ) or 14 ( d ) ( 2 ) of the Exchange Act ) ( a Covered Person ) of beneficial ownership ( within the meaning of rule 13d-3 promulgated under the Exchange Act ) of 35 % or more of either ( i ) the then outstanding shares of the common stock of Parent ( the Outstanding Parent Common Stock ) , or ( ii ) the combined voting power of the then outstanding voting securities of Parent entitled to vote generally in the election of directors ( the Outstanding Parent Voting Securities ) ; provided , however , that for purposes of this subsection ( i ) of this Section 7 ( d ) , the following acquisitions shall not constitute a Change in Control of Parent : ( i ) any acquisition directly from Parent , ( ii ) any acquisition by Parent , ( iii ) any acquisition by any employee benefit plan ( or related trust ) sponsored or maintained by Parent or any entity controlled by Parent , or ( iv ) any acquisition by any corporation pursuant to a transaction which complies with clauses ( A ) , ( B ) and ( C ) of subsection ( iii ) of this Section 7 ( d ) ; or - - - | - - - | - - -


| such Business Combination (including, without limitation, a corporation which as a result of such transaction owns Parent or all or substantially all of Parents assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Parent Common Stock and Outstanding Parent Voting Securities, as the case may be, (B)no Covered Person (excluding any employee benefit plan (or related trust) of Parent or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 35% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the Business Combination, and (C)at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or, if earlier, of the action of the Board, providing for such Business Combination. ---|--- 8\. Proprietary Information.

| such Business Combination ( including , without limitation , a corporation which as a result of such transaction owns Parent or all or substantially all of Parents assets either directly or through one or more subsidiaries ) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Parent Common Stock and Outstanding Parent Voting Securities , as the case may be , ( B ) no Covered Person ( excluding any employee benefit plan ( or related trust ) of Parent or such corporation resulting from such Business Combination ) beneficially owns , directly or indirectly , 35 % or more of , respectively , the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation , except to the extent that such ownership existed prior to the Business Combination , and ( C ) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement , or , if earlier , of the action of the Board , providing for such Business Combination . - - - | - - - 8 \ . Proprietary Information .


(c) Cooperation. Executive agrees that following any termination of his employment with the Company, he will not disclose or cause to be disclosed any Proprietary Information, or any negative or adverse information of a substantial nature about the Company or its Affiliates, the management of the Company or its Affiliates, any product or service provided by the Company or its Affiliates or the future prospects of the Company or its Affiliates unless required by court order. Nothing in this Section8 prohibits Executive from reporting possible violations of law or regulation to any governmental agency or entity (or of making any other protected disclosures). Pursuant to the Defend Trade Secrets Act of 2016 , Executive shall not be held criminally or civilly liable under any Federal or state trade secret law for the disclosure of any Proprietary Information that (i)is made (A)in confidence to a Federal, state or local government official, either directly or indirectly, or to an attorney and (B)solely for the purpose of reporting or investigating a suspected violation of law or (ii)is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company may seek the assistance, cooperation or testimony of Executive following any such termination in connection with any investigation, litigation or proceeding arising out of matters within the knowledge of Executive and related to his engagement by the Company, and in any instance, Executive shall provide such assistance, cooperation or testimony and the Company shall pay Executives reasonable costs and expenses in connection therewith.

( c ) Cooperation . Executive agrees that following any termination of his employment with the Company , he will not disclose or cause to be disclosed any Proprietary Information , or any negative or adverse information of a substantial nature about the Company or its Affiliates , the management of the Company or its Affiliates , any product or service provided by the Company or its Affiliates or the future prospects of the Company or its Affiliates unless required by court order . Nothing in this Section8 prohibits Executive from reporting possible violations of law or regulation to any governmental agency or entity ( or of making any other protected disclosures ) . Pursuant to the Defend Trade Secrets Act of 2016 , Executive shall not be held criminally or civilly liable under any Federal or state trade secret law for the disclosure of any Proprietary Information that ( i ) is made ( A ) in confidence to a Federal , state or local government official , either directly or indirectly , or to an attorney and ( B ) solely for the purpose of reporting or investigating a suspected violation of law or ( ii ) is made in a complaint or other document filed in a lawsuit or other proceeding , if such filing is made under seal . The Company may seek the assistance , cooperation or testimony of Executive following any such termination in connection with any investigation , litigation or proceeding arising out of matters within the knowledge of Executive and related to his engagement by the Company , and in any instance , Executive shall provide such assistance , cooperation or testimony and the Company shall pay Executives reasonable costs and expenses in connection therewith .


| | ---|---|--- TotheCompany: | | Patterson-UTI Drilling Company LLC | | Attention: General Counsel | | 10713 West Sam Houston Parkway N., Suite 800 | | Houston, Texas 77064 | | Facsimile: (281) 765-7175 | ToExecutive: | | James M. Holcomb at the most recent address for Executive | | listed in the payroll records of the Company. or to such other address and to the attention of such other person(s) or officer(s) as any party may designate by written notice. Any notice mailed shall be deemed to have been given and received on the third business day following the day of mailing. Any notice sent by overnight courier, facsimile, telecommunication or other similar form of communication (with receipt confirmed) shall be deemed to have been given and received on the next business day following the day such communication is sent.

| | - - - | - - - | - - - TotheCompany : | | Patterson-UTI Drilling Company LLC | | Attention : General Counsel | | 10713 West Sam Houston Parkway N . , Suite 800 | | Houston , Texas 77064 | | Facsimile : ( 281 ) 765-7175 | ToExecutive : | | James M . Holcomb at the most recent address for Executive | | listed in the payroll records of the Company . or to such other address and to the attention of such other person ( s ) or officer ( s ) as any party may designate by written notice . Any notice mailed shall be deemed to have been given and received on the third business day following the day of mailing . Any notice sent by overnight courier , facsimile , telecommunication or other similar form of communication ( with receipt confirmed ) shall be deemed to have been given and received on the next business day following the day such communication is sent .


(a) This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986 , as amended (Section 409A) and shall be construed and interpreted in accordance with such intent. To the extent any payment or benefit provided under this Agreement is subject to Section 409A, such benefit shall be provided in a manner that complies with Section409A, including any IRS guidance promulgated with respect to Section 409A; provided, however, in no event shall any action to comply with Section 409A reduce the aggregate amount payable to Executive hereunder unless expressly agreed in writing by Executive.

( a ) This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986 , as amended ( Section 409A ) and shall be construed and interpreted in accordance with such intent . To the extent any payment or benefit provided under this Agreement is subject to Section 409A , such benefit shall be provided in a manner that complies with Section409A , including any IRS guidance promulgated with respect to Section 409A ; provided , however , in no event shall any action to comply with Section 409A reduce the aggregate amount payable to Executive hereunder unless expressly agreed in writing by Executive .


/s/ William Andrew Hendricks, Jr. | | William Andrew Hendricks, Jr. | | Chief Executive Officer EXECUTIVE /s/ James M. Holcomb James M. Holcomb

/ s / William Andrew Hendricks , Jr . | | William Andrew Hendricks , Jr . | | Chief Executive Officer EXECUTIVE / s / James M . Holcomb James M . Holcomb