| a. | be engaged, directly or indirectly, either for Executives own account or as agent, consultant, employee, partner, officer, director, proprietor, investor (except as an investor owning less than 5% of the stock of a publicly owned company) or otherwise of any person, firm, corporation or enterprise engaged in (1)the banking (including bank holding company) or financial services industry, or (2)any other activity in which the Corporation or the Bank or any of their subsidiaries are engaged during the Term in any county in which, at any time during the Term or as of the date of the Executives termination, a branch, office or other facility of the Corporation or the Bank is located, and any county contiguous thereto (Non- Competition Area); ---|---|---

| a . | be engaged , directly or indirectly , either for Executives own account or as agent , consultant , employee , partner , officer , director , proprietor , investor ( except as an investor owning less than 5 % of the stock of a publicly owned company ) or otherwise of any person , firm , corporation or enterprise engaged in ( 1 ) the banking ( including bank holding company ) or financial services industry , or ( 2 ) any other activity in which the Corporation or the Bank or any of their subsidiaries are engaged during the Term in any county in which , at any time during the Term or as of the date of the Executives termination , a branch , office or other facility of the Corporation or the Bank is located , and any county contiguous thereto ( Non - Competition Area ) ; - - - | - - - | - - -


| a. | Equitable Relief. The Executive acknowledges and agrees that in the event that the Executive breaches any of the covenants in Section3, the Bank and the Corporation will suffer immediate and irreparable harm and injury for which the Bank and the Corporation will have no adequate remedy at law. Accordingly, in the event that the Executive breaches any of the covenants in Section3, the Bank and the Corporation shall be absolutely entitled to obtain equitable relief, including without limitation temporary restraining orders, preliminary injunctions, permanent injunctions, and specific performance without the posting of a bond. The foregoing remedies and relief shall be cumulative and in addition to any other remedies available to the Bank and the Corporation under Pennsylvania law and the federal Defend Trade Secrets Act. ---|---|--- < br/>

| a . | Equitable Relief . The Executive acknowledges and agrees that in the event that the Executive breaches any of the covenants in Section3 , the Bank and the Corporation will suffer immediate and irreparable harm and injury for which the Bank and the Corporation will have no adequate remedy at law . Accordingly , in the event that the Executive breaches any of the covenants in Section3 , the Bank and the Corporation shall be absolutely entitled to obtain equitable relief , including without limitation temporary restraining orders , preliminary injunctions , permanent injunctions , and specific performance without the posting of a bond . The foregoing remedies and relief shall be cumulative and in addition to any other remedies available to the Bank and the Corporation under Pennsylvania law and the federal Defend Trade Secrets Act . - - - | - - - | - - - & lt ; br / & gt ;


| a. | any person (as such term is used in Sections 13(d) and 14(d)(2) of the Securities and Exchange Act of 1934 (the Exchange Act )) other than a subsidiary of Riverview or an employee benefit plan of Riverview or a subsidiary of the Bank (including a related trust), becomes the beneficial owner (as determined pursuant to Rule 13d-3 under the Exchange Act , whether or not such rule then applies to Riverview), directly or indirectly of securities of Riverview or the Bank representing more than 25% of the combined voting power of Riverviews or the Banks then outstanding securities; ---|---|---

| a . | any person ( as such term is used in Sections 13 ( d ) and 14 ( d ) ( 2 ) of the Securities and Exchange Act of 1934 ( the Exchange Act ) ) other than a subsidiary of Riverview or an employee benefit plan of Riverview or a subsidiary of the Bank ( including a related trust ) , becomes the beneficial owner ( as determined pursuant to Rule 13d-3 under the Exchange Act , whether or not such rule then applies to Riverview ) , directly or indirectly of securities of Riverview or the Bank representing more than 25 % of the combined voting power of Riverviews or the Banks then outstanding securities ; - - - | - - - | - - -


| c. | the occurrence of, or execution of an agreement providing for, a reorganization, merger, consolidation or similar transaction involving Riverview or the Bank, unless (A)the shareholders of Riverview immediately prior to the consummation of any such transaction will initially own securities representing at least a majority of the voting power of the surviving or resulting corporation, and (B)the directors of Riverview immediately prior to the consummation of such transaction will initially represent at least fifty percent ( 50% ) of the directors of the surviving or resulting corporation; ---|---|---

| c . | the occurrence of , or execution of an agreement providing for , a reorganization , merger , consolidation or similar transaction involving Riverview or the Bank , unless ( A ) the shareholders of Riverview immediately prior to the consummation of any such transaction will initially own securities representing at least a majority of the voting power of the surviving or resulting corporation , and ( B ) the directors of Riverview immediately prior to the consummation of such transaction will initially represent at least fifty percent ( 50 % ) of the directors of the surviving or resulting corporation ; - - - | - - - | - - -


| 5.1. | If, when the Executives employment terminates, the Executive is a specified employee, as defined in Code Section409A(a)(2)(B)(i) , then despite any provision of this Agreement or other plan or agreement to the contrary, the Executive will not be entitled to the payments until the earliest of (a)the date that is at least six months after the Executives separation from service, as defined in Code Section409A, for reasons other than the Executives death, (b)the date of the Executives death, or (c)any earlier date that does not result in additional tax or interest to the Executive under Code Section409A. As promptly as possible after the end of the period during which payments are delayed under this provision, the entire amount of the delayed payments shall be paid to the Executive in a single lump sum with any remaining payments to commence in accordance with the terms of this Agreement or other applicable plan or agreement. ---|---|---

| 5 . 1 . | If , when the Executives employment terminates , the Executive is a specified employee , as defined in Code Section409A ( a ) ( 2 ) ( B ) ( i ) , then despite any provision of this Agreement or other plan or agreement to the contrary , the Executive will not be entitled to the payments until the earliest of ( a ) the date that is at least six months after the Executives separation from service , as defined in Code Section409A , for reasons other than the Executives death , ( b ) the date of the Executives death , or ( c ) any earlier date that does not result in additional tax or interest to the Executive under Code Section409A . As promptly as possible after the end of the period during which payments are delayed under this provision , the entire amount of the delayed payments shall be paid to the Executive in a single lump sum with any remaining payments to commence in accordance with the terms of this Agreement or other applicable plan or agreement . - - - | - - - | - - -


| 5.2. | Any payments made pursuant to this Agreement, to the extent of payments made from the date of termination through March 15th of the calendar year following such date, are intended to constitute separate payments for purposes of Treas. Reg. 1.409A-2(b)(2) and this payable pursuant to the short-term deferral rule set forth in Treas. Reg. 1.409A-1(b)(4) ; to the extent such payments are made following said March 15th, they are intended to constitute separate payments for purposes of Treas. Reg. 1.409A-2(b)(2) made upon an involuntary termination from service and payable pursuant to Treas. Reg. 1.409A-1(b)(9)(iii) , to the maximum extent permitted by said provision. ---|---|---

| 5 . 2 . | Any payments made pursuant to this Agreement , to the extent of payments made from the date of termination through March 15th of the calendar year following such date , are intended to constitute separate payments for purposes of Treas . Reg . 1 . 409A-2 ( b ) ( 2 ) and this payable pursuant to the short-term deferral rule set forth in Treas . Reg . 1 . 409A-1 ( b ) ( 4 ) ; to the extent such payments are made following said March 15th , they are intended to constitute separate payments for purposes of Treas . Reg . 1 . 409A-2 ( b ) ( 2 ) made upon an involuntary termination from service and payable pursuant to Treas . Reg . 1 . 409A-1 ( b ) ( 9 ) ( iii ) , to the maximum extent permitted by said provision . - - - | - - - | - - -


| 6.5. | Applicable Law. This Agreement shall be governed in all respects and be interpreted by and under the laws of the Commonwealth of Pennsylvania , except to the extent that such law may be preempted by applicable federal law, in which event this Agreement shall be governed and interpreted by and under federal law. ---|---|---

| 6 . 5 . | Applicable Law . This Agreement shall be governed in all respects and be interpreted by and under the laws of the Commonwealth of Pennsylvania , except to the extent that such law may be preempted by applicable federal law , in which event this Agreement shall be governed and interpreted by and under federal law . - - - | - - - | - - -


| validity, scope and enforcement of the restrictive covenants and non- disclosure provisions which are governed in Section3), are to be submitted for resolution, in the city where the Corporations primary office is located, to the American Arbitration Association (the Association) in accordance with the Associations National Rulesfor the Resolution of Employment Disputes or other applicable rulesthen in effect (Rules). The Bank or the Executive may initiate an arbitration proceeding at any time by giving notice to the other in accordance with the Rules. The Bank and the Executive may, as a matter of right, mutually agree on the appointment of a particular arbitrator from the Associations pool. The arbitrator shall not be bound by the rulesof evidence and procedure of the courts of the Commonwealth of Pennsylvania but shall be bound by the substantive law applicable to this Agreement. The decision of the arbitrator, absent fraud, duress, incompetence or gross and obvious error of fact, shall be final and binding upon the parties and shall be enforceable in courts of proper jurisdiction. Following written notice of a request for arbitration, the Bank and the Executive shall be entitled to an injunction restraining all further proceedings in any pending or subsequently filed litigation concerning this Agreement. ---|--- [Signature Page Follows]

| validity , scope and enforcement of the restrictive covenants and non - disclosure provisions which are governed in Section3 ) , are to be submitted for resolution , in the city where the Corporations primary office is located , to the American Arbitration Association ( the Association ) in accordance with the Associations National Rulesfor the Resolution of Employment Disputes or other applicable rulesthen in effect ( Rules ) . The Bank or the Executive may initiate an arbitration proceeding at any time by giving notice to the other in accordance with the Rules . The Bank and the Executive may , as a matter of right , mutually agree on the appointment of a particular arbitrator from the Associations pool . The arbitrator shall not be bound by the rulesof evidence and procedure of the courts of the Commonwealth of Pennsylvania but shall be bound by the substantive law applicable to this Agreement . The decision of the arbitrator , absent fraud , duress , incompetence or gross and obvious error of fact , shall be final and binding upon the parties and shall be enforceable in courts of proper jurisdiction . Following written notice of a request for arbitration , the Bank and the Executive shall be entitled to an injunction restraining all further proceedings in any pending or subsequently filed litigation concerning this Agreement . - - - | - - - [ Signature Page Follows ]


| | | | | | Riverview Bank | | |


This Employment Agreement (Agreement) is made and entered into as of October 18, 2017 (the Effective Date), by and between MidWestOne Financial Group, Inc. (the Company) and James M. Cantrell (Executive, and together with the Company, the Parties).

This Employment Agreement ( Agreement ) is made and entered into as of October 18 , 2017 ( the Effective Date ) , by and between MidWestOne Financial Group , Inc . ( the Company ) and James M . Cantrell ( Executive , and together with the Company , the Parties ) .


the duties required by this Agreement at the Companys Iowa City, Iowa headquarters unless the nature of such duties requires otherwise. Notwithstanding the foregoing provisions of this Section 2, during the Employment Period, Executive may devote reasonable time to activities other than those required under this Agreement, including activities of a charitable, educational, religious or similar nature (including professional associations) to the extent such activities do not, in the reasonable judgment of the CEO, inhibit, prohibit, interfere with or conflict with Executives duties under this Agreement or conflict in any material way with the business of the Company or an Affiliate; provided, however, that Executive shall not serve on the board of directors of any business (other than the Company or an Affiliate) or hold any other position with any business without receiving the prior written consent of the CEO.

the duties required by this Agreement at the Companys Iowa City , Iowa headquarters unless the nature of such duties requires otherwise . Notwithstanding the foregoing provisions of this Section 2 , during the Employment Period , Executive may devote reasonable time to activities other than those required under this Agreement , including activities of a charitable , educational , religious or similar nature ( including professional associations ) to the extent such activities do not , in the reasonable judgment of the CEO , inhibit , prohibit , interfere with or conflict with Executives duties under this Agreement or conflict in any material way with the business of the Company or an Affiliate ; provided , however , that Executive shall not serve on the board of directors of any business ( other than the Company or an Affiliate ) or hold any other position with any business without receiving the prior written consent of the CEO .


/s/ JAMES M. CANTRELL |


EX-10.1 2 f8k10 2017 ex10-1_legacyedu.htm EMPLOYMENT AGREEMENT DATED OCTOBER 18, 2017 BY AND BETWEEN LEGACY EDUCATION ALLIANCE, INC. AND IAIN EDWARDS

EX-10 . 1 2 f8k10 2017 ex10-1_legacyedu . htm EMPLOYMENT AGREEMENT DATED OCTOBER 18 , 2017 BY AND BETWEEN LEGACY EDUCATION ALLIANCE , INC . AND IAIN EDWARDS


WHEREAS, the Executive is currently employed as the Companys Chief Operating Officer and is expected to make major contributions to the short- and long- term profitability, growth and financial strength of the Company;

WHEREAS , the Executive is currently employed as the Companys Chief Operating Officer and is expected to make major contributions to the short - and long - term profitability , growth and financial strength of the Company ;


The Company employs the Executive and the Executive serves the Company as Chief Operating Officer or in such other role of equivalent status as the Chief Executive Officer (CEO) may reasonably decide.

The Company employs the Executive and the Executive serves the Company as Chief Operating Officer or in such other role of equivalent status as the Chief Executive Officer ( CEO ) may reasonably decide .


9.1| Executive shall be eligible to receive an annual non-equity incentive bonus (Annual Incentive compensation) and other long term incentive compensation, all of which are intended to comply with Section 162(m) of the U.S. Internal Revenue Code of 1986 , as amended (the Code), under such executive bonus plans and long term incentive plans as may be established by the compensation Committee of the Board [or, in the absence of a compensation Committee, then a committee of the Board of Directors comprised of not less than two independent directors (in either event, the Independent Director Committee)] in its sole discretion from time to time, subject to the terms and conditions of such plans. The Annual Incentive compensation will be based on the achievement of Company and individual performance goals to be established by the compensation Committee, with annual target incentive bonuses of not less than 50% of the Base Annual salary . ---|---

9 . 1 | Executive shall be eligible to receive an annual non-equity incentive bonus ( Annual Incentive compensation ) and other long term incentive compensation , all of which are intended to comply with Section 162 ( m ) of the U . S . Internal Revenue Code of 1986 , as amended ( the Code ) , under such executive bonus plans and long term incentive plans as may be established by the compensation Committee of the Board [ or , in the absence of a compensation Committee , then a committee of the Board of Directors comprised of not less than two independent directors ( in either event , the Independent Director Committee ) ] in its sole discretion from time to time , subject to the terms and conditions of such plans . The Annual Incentive compensation will be based on the achievement of Company and individual performance goals to be established by the compensation Committee , with annual target incentive bonuses of not less than 50 % of the Base Annual salary . - - - | - - -


The Company will comply with the employer pension duties in accordance with Part 1 of the Pensions Act 2008 .


13.3| On termination of the Employment, the Executive will be paid in lieu of accrued but untaken holiday. The amount of the payment in lieu is calculated on the basis that each day of paid holiday is equivalent to 1/260th of the salary. If the Executive has taken more days paid holiday than his accrued entitlement, the Company may deduct the appropriate amount for such excess holiday from any payments due to the Executive. For this purpose each day of paid holiday is calculated on the basis that it is equivalent to 1/260th of the salary. ---|---

13 . 3 | On termination of the Employment , the Executive will be paid in lieu of accrued but untaken holiday . The amount of the payment in lieu is calculated on the basis that each day of paid holiday is equivalent to 1 / 260th of the salary . If the Executive has taken more days paid holiday than his accrued entitlement , the Company may deduct the appropriate amount for such excess holiday from any payments due to the Executive . For this purpose each day of paid holiday is calculated on the basis that it is equivalent to 1 / 260th of the salary . - - - | - - -


15.9| Sums that are payable under Clauses 15.3, 15.5 or 15.8 that are not timely paid shall accrue interest at the lesser of the English statutory rate or 8% per annum. In addition, in any action or proceeding to collect such sums, the obligation to pay attorneys fees shall be governed by the English Rule (i.e., loser pays). ---|---

15 . 9 | Sums that are payable under Clauses 15 . 3 , 15 . 5 or 15 . 8 that are not timely paid shall accrue interest at the lesser of the English statutory rate or 8 % per annum . In addition , in any action or proceeding to collect such sums , the obligation to pay attorneys fees shall be governed by the English Rule ( i . e . , loser pays ) . - - - | - - -


| ---|---|--- | | Name of witness: | | | | Signature of witness: | | | | Address: | | | | Occupation: | | | | Signed as a deed by Anthony C Humpage, A director, for and on behalf of Legacy Education Alliance, Inc.

| - - - | - - - | - - - | | Name of witness : | | | | Signature of witness : | | | | Address : | | | | Occupation : | | | | Signed as a deed by Anthony C Humpage , A director , for and on behalf of Legacy Education Alliance , Inc .


| | Milestone 1: cash bonus of $50,000 and grant of 50,000 stock options, fully vested with an exercise price of $1 per share upon the Employers SEC Form S-1 being declared effective by the SEC; and ---|---|---

| | Milestone 1 : cash bonus of $ 50 , 000 and grant of 50 , 000 stock options , fully vested with an exercise price of $ 1 per share upon the Employers SEC Form S-1 being declared effective by the SEC ; and - - - | - - - | - - -


| | Milestone 2: cash bonus of $50,000 and grant of 50,000 stock options, fully vested with an exercise price of $1 per share upon successful up-listing to NASDAQ, provided however, in the event the Company's planned up-listing process is delayed solely by market conditions or other factors beyond the Employee's control, which results in the up-listing to NASDAQ not being completed by June 30, 2018, the Employee shall instead receive a cash bonus of $30,000 and grant of 35,000 stock options, fully vested with an exercise price of $1 per share. ---|---|---

| | Milestone 2 : cash bonus of $ 50 , 000 and grant of 50 , 000 stock options , fully vested with an exercise price of $ 1 per share upon successful up-listing to NASDAQ , provided however , in the event the Company ' s planned up-listing process is delayed solely by market conditions or other factors beyond the Employee ' s control , which results in the up-listing to NASDAQ not being completed by June 30 , 2018 , the Employee shall instead receive a cash bonus of $ 30 , 000 and grant of 35 , 000 stock options , fully vested with an exercise price of $ 1 per share . - - - | - - - | - - -


4.3.This Agreement shall be governed in all respects by the laws of the State of New York , excluding any conflict-of-law rule or principle that might refer to the laws of another State or country.

4 . 3 . This Agreement shall be governed in all respects by the laws of the State of New York , excluding any conflict-of-law rule or principle that might refer to the laws of another State or country .


(a) Subject to the terms and conditions hereinafter set forth, the Company hereby employs Executive as its president and chief executive officer during the Employment Term, as hereinafter defined, with a starting date of October 2, 2017 (the Effective Date). As president and chief executive officer of the Company, Executive shall have the duties and responsibilities associated with the president and chief executive officer of a public corporation. In addition, Executive will assist the Company in identifying and hiring a management and executive team. Executive shall report to the Companys board of directors (the Board). Executive shall also perform such other duties and responsibilities as may be determined by the Board, as long as such duties and responsibilities are consistent with those of the president and chief executive officer.

( a ) Subject to the terms and conditions hereinafter set forth , the Company hereby employs Executive as its president and chief executive officer during the Employment Term , as hereinafter defined , with a starting date of October 2 , 2017 ( the Effective Date ) . As president and chief executive officer of the Company , Executive shall have the duties and responsibilities associated with the president and chief executive officer of a public corporation . In addition , Executive will assist the Company in identifying and hiring a management and executive team . Executive shall report to the Companys board of directors ( the Board ) . Executive shall also perform such other duties and responsibilities as may be determined by the Board , as long as such duties and responsibilities are consistent with those of the president and chief executive officer .


(c) The Employment Term shall mean the period commencing on the Effective Date and continuing for a period of thirty-six (36) months from such date, unless terminated earlier pursuant to Section 5 of this Agreement.

( c ) The Employment Term shall mean the period commencing on the Effective Date and continuing for a period of thirty-six ( 36 ) months from such date , unless terminated earlier pursuant to Section 5 of this Agreement .


(A) 80,000 shares shall vest in full and be issued as a signing bonus on the Effective Date;

( A ) 80 , 000 shares shall vest in full and be issued as a signing bonus on the Effective Date ;


(III) 150,000 shares upon the filing of the Companys annual report on Form 10-K reflecting a minimum of $20,000,000 in revenues; and

( III ) 150 , 000 shares upon the filing of the Companys annual report on Form 10-K reflecting a minimum of $ 20 , 000 , 000 in revenues ; and


(IV) 150,000 shares upon the filing of the Companys annual report on Form 10-K reflecting a minimum of $0.10 Earnings Per Share increase after tax.

( IV ) 150 , 000 shares upon the filing of the Companys annual report on Form 10-K reflecting a minimum of $ 0 . 10 Earnings Per Share increase after tax .


(iv) engage in any business in the United States whether as an officer, director, consultant, partner, guarantor, principal, agent, employee, advisor or in any manner, which directly competes with the business of the Company as it is engaged in at the time of the termination of this Agreement, unless, at the time of such termination or thereafter during the period that the Executive is bound by the provisions of this Section 7, the Company ceases to be engaged in such activity, provided, however, that nothing in this Section 7 shall be construed to prohibit the Executive from owning an interest of not more than five ( 5% ) percent of any public company engaged in such activities.

( iv ) engage in any business in the United States whether as an officer , director , consultant , partner , guarantor , principal , agent , employee , advisor or in any manner , which directly competes with the business of the Company as it is engaged in at the time of the termination of this Agreement , unless , at the time of such termination or thereafter during the period that the Executive is bound by the provisions of this Section 7 , the Company ceases to be engaged in such activity , provided , however , that nothing in this Section 7 shall be construed to prohibit the Executive from owning an interest of not more than five ( 5 % ) percent of any public company engaged in such activities .


THIS EMPLOYMENT AGREEMENT (Agreement) is made by and between LEE ENTERPRISES, INCORPORATED , a Delaware corporation (the Company) and _________________ (the Executive), effective as of ____________, _____.

THIS EMPLOYMENT AGREEMENT ( Agreement ) is made by and between LEE ENTERPRISES , INCORPORATED , a Delaware corporation ( the Company ) and _________________ ( the Executive ) , effective as of ____________ , _____ .


(c) Common Stock shall mean the common stock, par value $0.01 per share, of the Company.

( c ) Common Stock shall mean the common stock , par value $ 0 . 01 per share , of the Company .


12. Miscellaneous. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Iowa , without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

12 . Miscellaneous . ( a ) This Agreement shall be governed by and construed in accordance with the laws of the State of Iowa , without reference to principles of conflict of laws . The captions of this Agreement are not part of the provisions hereof and shall have no force or effect . This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives .


LEE ENTERPRISES, INCORPORATED | | | | | | | | | |

LEE ENTERPRISES , INCORPORATED | | | | | | | | | |


(iii) Annual Equity or Equity-Based Incentive Awards. Commencing in 2017, and continuing during each subsequent calendar year of the Employment Period, the Executive shall be eligible to receive an annual equity award (the Annual LTIP Award), which shall be awarded each year during the Employment Period by the Compensation Committee based upon its evaluation of such performance measures and objectives as may be established by the Compensation Committee from time to time. The Annual LTIP Award shall be a long-term equity or equity-based incentive award with an aggregate grant value (with respect to the portion of the Annual LTIP Award that is subject to performance metrics, based on the achievement of the applicable performance metrics that cause the award to vest at the level of 100% , and without taking into account the probability of the award vesting at that level on the date of grant) on the date of grant equal to TWO MILLION SIX HUNDRED TWENTY-FIVE THOUSAND AND 00/100 DOLLARS ($2,625,000.00 ) , with the number of shares of the Companys common stock, par value $0.01 per share (the Common Stock) subject to such Annual LTIP Award determined by dividing the aggregate grant value by the closing price per share of the Common Stock on a nationally recognized exchange or as otherwise provided for in the Incentive Plan on the date of grant, which shall be awarded each year upon the achievement of certain performance goals established by the Compensation Committee for such year. The determination as to whether the performance goals have been achieved shall be made in the sole discretion of the Compensation Committee and, to the extent Section162(m)of the Code, is applicable, and shall be consistent with and subject to the requirements set forth in Section162(m)of the Code. The Annual LTIP Award shall be granted to the Executive at the same time that other senior executives of the Company are granted their annual equity or equity-based incentive awards but in no event later than March15 following the end of the fiscal year to which such Annual LTIP Award relates. Fifty percent ( 50% ) of each Annual LTIP Award granted to the Executive shall provide for pro rata time vesting over five years in accordance with the terms of the applicable award agreement (the Time Vesting LTIP Award, which, for the avoidance of doubt, shall not include the Initial LTIP Award, as defined below) and the other fifty percent ( 50% ) of such award shall provide for performance-based vesting (the Performance Vesting LTIP Award). All Annual LTIP Awards shall be subject to the terms and conditions of the Incentive Plan and any applicable award agreements thereunder. For purposes of this Agreement, Incentive Plan shall mean The Howard Hughes Corporation Amended and Restated 2010 Incentive Plan, as in effect from time to time (and any successor plan thereto).

( iii ) Annual Equity or Equity-Based Incentive Awards . Commencing in 2017 , and continuing during each subsequent calendar year of the Employment Period , the Executive shall be eligible to receive an annual equity award ( the Annual LTIP Award ) , which shall be awarded each year during the Employment Period by the Compensation Committee based upon its evaluation of such performance measures and objectives as may be established by the Compensation Committee from time to time . The Annual LTIP Award shall be a long-term equity or equity-based incentive award with an aggregate grant value ( with respect to the portion of the Annual LTIP Award that is subject to performance metrics , based on the achievement of the applicable performance metrics that cause the award to vest at the level of 100 % , and without taking into account the probability of the award vesting at that level on the date of grant ) on the date of grant equal to TWO MILLION SIX HUNDRED TWENTY-FIVE THOUSAND AND 00 / 100 DOLLARS ( $ 2 , 625 , 000 . 00 ) , with the number of shares of the Companys common stock , par value $ 0 . 01 per share ( the Common Stock ) subject to such Annual LTIP Award determined by dividing the aggregate grant value by the closing price per share of the Common Stock on a nationally recognized exchange or as otherwise provided for in the Incentive Plan on the date of grant , which shall be awarded each year upon the achievement of certain performance goals established by the Compensation Committee for such year . The determination as to whether the performance goals have been achieved shall be made in the sole discretion of the Compensation Committee and , to the extent Section162 ( m ) of the Code , is applicable , and shall be consistent with and subject to the requirements set forth in Section162 ( m ) of the Code . The Annual LTIP Award shall be granted to the Executive at the same time that other senior executives of the Company are granted their annual equity or equity-based incentive awards but in no event later than March15 following the end of the fiscal year to which such Annual LTIP Award relates . Fifty percent ( 50 % ) of each Annual LTIP Award granted to the Executive shall provide for pro rata time vesting over five years in accordance with the terms of the applicable award agreement ( the Time Vesting LTIP Award , which , for the avoidance of doubt , shall not include the Initial LTIP Award , as defined below ) and the other fifty percent ( 50 % ) of such award shall provide for performance-based vesting ( the Performance Vesting LTIP Award ) . All Annual LTIP Awards shall be subject to the terms and conditions of the Incentive Plan and any applicable award agreements thereunder . For purposes of this Agreement , Incentive Plan shall mean The Howard Hughes Corporation Amended and Restated 2010 Incentive Plan , as in effect from time to time ( and any successor plan thereto ) .


award (the Initial LTIP Award) equal to FIVE MILLION AND 00/100 DOLLARS ($5,000,000.00) of Common Stock. The number of shares of Common Stock shall be determined by dividing $5,000,000.00 by the closing price per share on the Effective Date. Fifty percent ( 50% ) of the Initial LTIP Award shall fully vest and become non-forfeitable on the fifth (5th) anniversary of the grant date of such award (the First Vesting Tranche), and the remaining fifty percent (50%) of the Initial LTIP Award shall fully vest and become non-forfeitable on the tenth (10th) anniversary of such grant date (the Second Vesting Tranche), in each case, subject to the Executive continuing to be an employee of the Company through each vesting date. The Initial LTIP Award shall be subject to the terms and conditions of the Incentive Plan and The Howard Hughes Corporation Restricted Stock Agreement, substantially in the form attached hereto as ExhibitA.

award ( the Initial LTIP Award ) equal to FIVE MILLION AND 00 / 100 DOLLARS ( $ 5 , 000 , 000 . 00 ) of Common Stock . The number of shares of Common Stock shall be determined by dividing $ 5 , 000 , 000 . 00 by the closing price per share on the Effective Date . Fifty percent ( 50 % ) of the Initial LTIP Award shall fully vest and become non-forfeitable on the fifth ( 5th ) anniversary of the grant date of such award ( the First Vesting Tranche ) , and the remaining fifty percent ( 50 % ) of the Initial LTIP Award shall fully vest and become non-forfeitable on the tenth ( 10th ) anniversary of such grant date ( the Second Vesting Tranche ) , in each case , subject to the Executive continuing to be an employee of the Company through each vesting date . The Initial LTIP Award shall be subject to the terms and conditions of the Incentive Plan and The Howard Hughes Corporation Restricted Stock Agreement , substantially in the form attached hereto as ExhibitA .


(b) Non-Renewal. If the Executives employment is terminated based on the Company electing to not renew or extend the Employment Period on the tenth (10th) anniversary , or any subsequent anniversary, of the Effective Date, the Company shall have no further obligations to the Executive except as follows:

( b ) Non-Renewal . If the Executives employment is terminated based on the Company electing to not renew or extend the Employment Period on the tenth ( 10th ) anniversary , or any subsequent anniversary , of the Effective Date , the Company shall have no further obligations to the Executive except as follows :


(b) Confidential Information. The Executive hereby acknowledges that, as an employee of the Company, he will be making use of, acquiring and adding to confidential information of a special and unique nature and value relating to the Company and its Affiliates and their strategic plan and financial operations. The Executive further recognizes and acknowledges that all confidential information is the exclusive property of the Company and its Affiliates, is material and confidential, and is critical to the successful conduct of the business of the Company and its Affiliates. Accordingly, the Executive hereby covenants and agrees that he will use confidential information for the benefit of the Company and its Affiliates only and shall not at any time, directly or indirectly, during the term of this Agreement and thereafter divulge, reveal or communicate any confidential information to any person, firm, corporation or entity whatsoever, or use any confidential information for his own benefit or for the benefit of others. Notwithstanding the foregoing, the Executive shall be authorized to disclose confidential information (i)as may be required by law or legal process after providing the Company with prior written notice and an opportunity to respond to such disclosure (unless such notice is prohibited by law), or (ii)with the prior written consent of the Company. Notwithstanding anything to the contrary in this Agreement, the Executive shall not be prohibited from: (i)filing and, as provided for under Section21F of the Securities Exchange Act of 1934 , as amended (the Exchange Act ) maintaining the confidentiality of a claim with a government agency that is responsible for enforcing a law; (ii)providing confidential information to the extent required by law or legal process or permitted by Section21F of the

( b ) Confidential Information . The Executive hereby acknowledges that , as an employee of the Company , he will be making use of , acquiring and adding to confidential information of a special and unique nature and value relating to the Company and its Affiliates and their strategic plan and financial operations . The Executive further recognizes and acknowledges that all confidential information is the exclusive property of the Company and its Affiliates , is material and confidential , and is critical to the successful conduct of the business of the Company and its Affiliates . Accordingly , the Executive hereby covenants and agrees that he will use confidential information for the benefit of the Company and its Affiliates only and shall not at any time , directly or indirectly , during the term of this Agreement and thereafter divulge , reveal or communicate any confidential information to any person , firm , corporation or entity whatsoever , or use any confidential information for his own benefit or for the benefit of others . Notwithstanding the foregoing , the Executive shall be authorized to disclose confidential information ( i ) as may be required by law or legal process after providing the Company with prior written notice and an opportunity to respond to such disclosure ( unless such notice is prohibited by law ) , or ( ii ) with the prior written consent of the Company . Notwithstanding anything to the contrary in this Agreement , the Executive shall not be prohibited from : ( i ) filing and , as provided for under Section21F of the Securities Exchange Act of 1934 , as amended ( the Exchange Act ) maintaining the confidentiality of a claim with a government agency that is responsible for enforcing a law ; ( ii ) providing confidential information to the extent required by law or legal process or permitted by Section21F of the


Exchange Act ; ( iii)cooperating, participating or assisting in any government or regulatory entity investigation or proceeding; or (iv) receiving an award for information provided to any government agency that is responsible for enforcing the law.

Exchange Act ; ( iii ) cooperating , participating or assisting in any government or regulatory entity investigation or proceeding ; or ( iv ) receiving an award for information provided to any government agency that is responsible for enforcing the law .


Keith Clouse Clouse Dunn LLP 1201 Elm Street, Suite5200 Dallas, Texas 75270< br/>

Keith Clouse Clouse Dunn LLP 1201 Elm Street , Suite5200 Dallas , Texas 75270 & lt ; br / & gt ;


The Howard Hughes Corporation One Galleria Tower 13355 Noel Road, Suite950 Dallas, Texas 75240 Attention: Office of the General Counsel

The Howard Hughes Corporation One Galleria Tower 13355 Noel Road , Suite950 Dallas , Texas 75240 Attention : Office of the General Counsel


William A. Ackman, Chairman of the Board 888 Seventh Avenue, 42nd Floor New York, NY 10019< br/>

William A . Ackman , Chairman of the Board 888 Seventh Avenue , 42nd Floor New York , NY 10019 & lt ; br / & gt ;


(e) Compliance with Dodd-Frank. All payments under this Agreement, if and to the extent they are subject to the Dodd-Frank Wall Street Reform and Consumer Protection Act ( the Dodd-Frank Act ), shall be subject to any incentive compensation policy established from time to time by the Company to comply with the Dodd-Frank Act . The Executive acknowledges and agrees that the Company may from time to time establish incentive compensation policies that may apply to this Agreement and the awards contemplated hereunder.

( e ) Compliance with Dodd-Frank . All payments under this Agreement , if and to the extent they are subject to the Dodd-Frank Wall Street Reform and Consumer Protection Act ( the Dodd-Frank Act ) , shall be subject to any incentive compensation policy established from time to time by the Company to comply with the Dodd-Frank Act . The Executive acknowledges and agrees that the Company may from time to time establish incentive compensation policies that may apply to this Agreement and the awards contemplated hereunder .


WHEREAS, Grant Herlitz (the Grantee) is an employee of The Howard Hughes Corporation (and its successors, the Company);

WHEREAS , Grant Herlitz ( the Grantee ) is an employee of The Howard Hughes Corporation ( and its successors , the Company ) ;


WHEREAS, the grant of Restricted Stock was authorized by the Compensation Committee of the Board of Directors of the Company (the Compensation Committee) on October2, 2017 ;

WHEREAS , the grant of Restricted Stock was authorized by the Compensation Committee of the Board of Directors of the Company ( the Compensation Committee ) on October2 , 2017 ;


7. Amendments. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment shall adversely affect the rights of Grantee under this Agreement without Grantees consent; further, provided, that Grantees consent shall not be required to an amendment that is deemed necessary by the Company to ensure compliance with Section409A of the Code or the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or any regulations promulgated thereunder, including as a result of the implementation of any recoupment policy the Company adopts to comply with the requirements set forth in the Dodd-Frank Act. < br/>

7 . Amendments . Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto ; provided , however , that no amendment shall adversely affect the rights of Grantee under this Agreement without Grantees consent ; further , provided , that Grantees consent shall not be required to an amendment that is deemed necessary by the Company to ensure compliance with Section409A of the Code or the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or any regulations promulgated thereunder , including as a result of the implementation of any recoupment policy the Company adopts to comply with the requirements set forth in the Dodd-Frank Act . & lt ; br / & gt ;


THE HOWARD HUGHES CORPORATION, a Delaware corporation (the Corporation), is pleased to award and grant you the opportunity to purchase a Warrant (the Warrant) to purchase shares of the Corporations authorized common stock, par value $0.01 per share, subject to the terms and conditions set forth in this Warrant Grant Agreement (this Agreement). The grant of the Warrant is specifically conditioned upon the execution by you of this Agreement. The Date of Grant of the Warrant, the number of shares issuable upon exercise of the Warrant (the Warrant Shares), and the Exercise Price per share are stated above. The Purchase Price shall be paid to the Corporation no later than five (5)business days following the Date of Grant and if not so paid this Agreement shall terminate without further action. This Agreement is not governed by The Howard Hughes Corporation Amended and Restated 2010 Incentive Plan.

THE HOWARD HUGHES CORPORATION , a Delaware corporation ( the Corporation ) , is pleased to award and grant you the opportunity to purchase a Warrant ( the Warrant ) to purchase shares of the Corporations authorized common stock , par value $ 0 . 01 per share , subject to the terms and conditions set forth in this Warrant Grant Agreement ( this Agreement ) . The grant of the Warrant is specifically conditioned upon the execution by you of this Agreement . The Date of Grant of the Warrant , the number of shares issuable upon exercise of the Warrant ( the Warrant Shares ) , and the Exercise Price per share are stated above . The Purchase Price shall be paid to the Corporation no later than five ( 5 ) business days following the Date of Grant and if not so paid this Agreement shall terminate without further action . This Agreement is not governed by The Howard Hughes Corporation Amended and Restated 2010 Incentive Plan .


(vii) willful and continued failure to substantially perform your duties under the Employment Agreement (other than such failure resulting from your incapacity due to physical or mental illness);

( vii ) willful and continued failure to substantially perform your duties under the Employment Agreement ( other than such failure resulting from your incapacity due to physical or mental illness ) ;


(i) A change in the ownership of the Corporation which shall occur on the date that any one person, or more than one person acting as a group, excluding Pershing Square Management, L.P. and its Affiliates (as defined under the Securities Act of 1933 ), acquires ownership of stock in the Corporation that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Corporation; however, if any one person or more than one person acting as a group, is considered to own more than 50% of the total fair market value or total voting power of the stock of the Corporation, the acquisition of additional stock by the same person or persons will not be considered a change in the ownership of the Corporation (or to cause a change in the effective control of the Corporation

( i ) A change in the ownership of the Corporation which shall occur on the date that any one person , or more than one person acting as a group , excluding Pershing Square Management , L . P . and its Affiliates ( as defined under the Securities Act of 1933 ) , acquires ownership of stock in the Corporation that , together with stock held by such person or group , constitutes more than 50 % of the total fair market value or total voting power of the stock of the Corporation ; however , if any one person or more than one person acting as a group , is considered to own more than 50 % of the total fair market value or total voting power of the stock of the Corporation , the acquisition of additional stock by the same person or persons will not be considered a change in the ownership of the Corporation ( or to cause a change in the effective control of the Corporation


(i) Employment Agreement means the employment agreement, if any, between the Corporation and Grant Herlitz that is in effect on the date in question.

( i ) Employment Agreement means the employment agreement , if any , between the Corporation and Grant Herlitz that is in effect on the date in question .


(j) Exchange Act means the Securities Exchange Act of 1934 .

( j ) Exchange Act means the Securities Exchange Act of 1934 .


(iv) any other action or inaction that constitutes a material breach by the Corporation of the Employment Agreement ;

( iv ) any other action or inaction that constitutes a material breach by the Corporation of the Employment Agreement ;


16. Exchange Act Compliance. The Board of Directors shall take all steps necessary to ensure that the purchase and exercise of the Warrant are exempt from Section16(b)of the Exchange Act .< br/>

16 . Exchange Act Compliance . The Board of Directors shall take all steps necessary to ensure that the purchase and exercise of the Warrant are exempt from Section16 ( b ) of the Exchange Act . & lt ; br / & gt ;


24. Governing Law. All questions arising with respect to the provisions of this Agreement shall be determined by application of the laws of the State of Delaware except to the extent Delaware law is preempted by federal law.

24 . Governing Law . All questions arising with respect to the provisions of this Agreement shall be determined by application of the laws of the State of Delaware except to the extent Delaware law is preempted by federal law .


NOW THEREFORE, in consideration of certain payments and benefits under the Employment Agreement , Executive and the Company agree as follows:

NOW THEREFORE , in consideration of certain payments and benefits under the Employment Agreement , Executive and the Company agree as follows :


1. Executive expressly waives and releases the Company, its affiliates and related entities, parent corporations and subsidiaries, and all current and former directors, administrators, supervisors, managers, agents, officers, partners, stockholders, attorneys, insurers and employees of the Company and its affiliates, related entities, parent corporations and subsidiaries, and their successors and assigns (the Company Released Entities), from any and all claims, actions and causes of action, at law or in equity, known or unknown, including, without limitation, those directly or indirectly relating to or connected with Executives employment with the Company or termination of such employment, including but not limited to any and all claims under the Texas Commission on Human Rights Act , the Texas Payday Act , the Employee Retirement Income Security Act of 1974 , Title VII of the Civil Rights Act of 1964 , the Age Discrimination in Employment Act , the Americans with Disabilities Act , as such Acts have been amended, and all other forms of employment discrimination whether under federal, state or local statute or ordinance, wrongful termination, retaliatory discharge, breach of express, implied, or oral contract, interference with contractual relations, defamation, intentional infliction of emotional distress and any other tort or contract claim under common law of any state or for attorneys fees, based on any act, transaction, circumstance or event arising up to and including the date of Executives execution of this Release; provided, however, that (i)nothing herein shall limit or impede Executives right to file or pursue an administrative charge with, or participate in, any investigation before the Equal Employment Opportunity Commission, or any similar local, state or federal agency, or to file a claim for unemployment compensation benefits, and/or any causes of action which by law Executive may not legally waive, (ii)Executive does not release the Company Released Entities from any rights and/or claims (a)Executive may have that arise after the date Executive signs this Release, (b)that by law cannot be waived by private agreement, (c)to enforce the Employment Agreement in accordance with its terms (including the severance provisions set forth in the Employment Agreement ), subject to the terms of this Release or (d)to enforce this Release. Executive agrees, however, that if Executive or anyone acting on Executives behalf, brings any action concerning or related to any cause of action or liability released in this Release, Executive waives any right to, and will not accept, any payments, monies, damages, or other relief, awarded in connection therewith. Notwithstanding anything to

1 . Executive expressly waives and releases the Company , its affiliates and related entities , parent corporations and subsidiaries , and all current and former directors , administrators , supervisors , managers , agents , officers , partners , stockholders , attorneys , insurers and employees of the Company and its affiliates , related entities , parent corporations and subsidiaries , and their successors and assigns ( the Company Released Entities ) , from any and all claims , actions and causes of action , at law or in equity , known or unknown , including , without limitation , those directly or indirectly relating to or connected with Executives employment with the Company or termination of such employment , including but not limited to any and all claims under the Texas Commission on Human Rights Act , the Texas Payday Act , the Employee Retirement Income Security Act of 1974 , Title VII of the Civil Rights Act of 1964 , the Age Discrimination in Employment Act , the Americans with Disabilities Act , as such Acts have been amended , and all other forms of employment discrimination whether under federal , state or local statute or ordinance , wrongful termination , retaliatory discharge , breach of express , implied , or oral contract , interference with contractual relations , defamation , intentional infliction of emotional distress and any other tort or contract claim under common law of any state or for attorneys fees , based on any act , transaction , circumstance or event arising up to and including the date of Executives execution of this Release ; provided , however , that ( i ) nothing herein shall limit or impede Executives right to file or pursue an administrative charge with , or participate in , any investigation before the Equal Employment Opportunity Commission , or any similar local , state or federal agency , or to file a claim for unemployment compensation benefits , and / or any causes of action which by law Executive may not legally waive , ( ii ) Executive does not release the Company Released Entities from any rights and / or claims ( a ) Executive may have that arise after the date Executive signs this Release , ( b ) that by law cannot be waived by private agreement , ( c ) to enforce the Employment Agreement in accordance with its terms ( including the severance provisions set forth in the Employment Agreement ) , subject to the terms of this Release or ( d ) to enforce this Release . Executive agrees , however , that if Executive or anyone acting on Executives behalf , brings any action concerning or related to any cause of action or liability released in this Release , Executive waives any right to , and will not accept , any payments , monies , damages , or other relief , awarded in connection therewith . Notwithstanding anything to


date that Executive signs this Release; (c)rights or claims that may arise under the Age Discrimination in Employment Act or otherwise after the date that Executive signs this Release; or (d)any right to indemnification or directors and officers liability insurance coverage to with Executive is otherwise entitled in accordance with the Employment Agreement .

date that Executive signs this Release ; ( c ) rights or claims that may arise under the Age Discrimination in Employment Act or otherwise after the date that Executive signs this Release ; or ( d ) any right to indemnification or directors and officers liability insurance coverage to with Executive is otherwise entitled in accordance with the Employment Agreement .


(c) Equity Awards. Executive shall be eligible to receive incentive awards pursuant to the terms of the Banks Executive Long Term Incentive Plan and the Holding Companys 2008 Equity Incentive Plan, and any successor plans thereto. On the Effective Date, Executive shall be granted (1) Four Thousand ( 4,000 ) Restricted Stock shares pursuant to the terms of a Restricted Stock Agreement and (2) Eight Thousand ( 8,000 ) stock options (Options) in the Holding Company pursuant to the terms of a Stock Option Agreement.

( c ) Equity Awards . Executive shall be eligible to receive incentive awards pursuant to the terms of the Banks Executive Long Term Incentive Plan and the Holding Companys 2008 Equity Incentive Plan , and any successor plans thereto . On the Effective Date , Executive shall be granted ( 1 ) Four Thousand ( 4 , 000 ) Restricted Stock shares pursuant to the terms of a Restricted Stock Agreement and ( 2 ) Eight Thousand ( 8 , 000 ) stock options ( Options ) in the Holding Company pursuant to the terms of a Stock Option Agreement .


iv. If a notice served under section 8(e)(3) or (g)(l) of the FDIA ( 12 U.S.C. 1818 (e)(3) or (g)(l)) suspends and/or temporarily prohibits the Executive from participating in the conduct of the Bank's affairs, the Bank's obligations under this Agreement shall be suspended as of the date of such service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion [a] pay the Executive all or part of the compensation withheld while its contract obligations were suspended, and/or [b] reinstate (in whole or in part) any of its obligations which were suspended.

iv . If a notice served under section 8 ( e ) ( 3 ) or ( g ) ( l ) of the FDIA ( 12 U . S . C . 1818 ( e ) ( 3 ) or ( g ) ( l ) ) suspends and / or temporarily prohibits the Executive from participating in the conduct of the Bank ' s affairs , the Bank ' s obligations under this Agreement shall be suspended as of the date of such service unless stayed by appropriate proceedings . If the charges in the notice are dismissed , the Bank may in its discretion [ a ] pay the Executive all or part of the compensation withheld while its contract obligations were suspended , and / or [ b ] reinstate ( in whole or in part ) any of its obligations which were suspended .


provided that Executive or his spouse or dependents elect continuation coverage under a group health plan of the Company pursuant to the requirements of Section 4980B of the Code, as amended, and any similar applicable law, ( COBRA ), continued participation in the Companys medical and dental plans with monthly premiums to be paid by the Company

provided that Executive or his spouse or dependents elect continuation coverage under a group health plan of the Company pursuant to the requirements of Section 4980B of the Code , as amended , and any similar applicable law , ( COBRA ) , continued participation in the Companys medical and dental plans with monthly premiums to be paid by the Company


until the earlier of (A) Executives eligibility for coverage under another employers group health plan, (B) termination of Executives or his spouses or dependents rights to continuation coverage under COBRA , or (C) six (6) months following the termination of Executives employment with the Company. Executive agrees and acknowledges that the period of coverage under such plans shall run concurrently with such plans obligations to provide continuation coverage pursuant to COBRA , and that this subsection shall not limit such plans obligations to provide continuation coverage under COBRA .

until the earlier of ( A ) Executives eligibility for coverage under another employers group health plan , ( B ) termination of Executives or his spouses or dependents rights to continuation coverage under COBRA , or ( C ) six ( 6 ) months following the termination of Executives employment with the Company . Executive agrees and acknowledges that the period of coverage under such plans shall run concurrently with such plans obligations to provide continuation coverage pursuant to COBRA , and that this subsection shall not limit such plans obligations to provide continuation coverage under COBRA .


provided that Executive or his spouse or dependents elect continuation coverage under a group health plan of the Company pursuant to the requirements of Section 4980B of the Code, as amended, and any similar applicable law, ( COBRA ), continued participation in the Companys medical and dental plans with monthly premiums to be paid by the Company until the earlier of (A) Executives eligibility for coverage under another employers group health plan, (B) termination of Executives or his spouses or dependents rights to continuation coverage under COBRA , or (C) fifteen (15) months following the termination of Executives employment with the Company. Executive agrees and acknowledges that the period of coverage under such plans shall run concurrently with such plans obligations to provide continuation coverage pursuant to COBRA , and that this subsection shall not limit such plans obligations to provide continuation coverage under COBRA .

provided that Executive or his spouse or dependents elect continuation coverage under a group health plan of the Company pursuant to the requirements of Section 4980B of the Code , as amended , and any similar applicable law , ( COBRA ) , continued participation in the Companys medical and dental plans with monthly premiums to be paid by the Company until the earlier of ( A ) Executives eligibility for coverage under another employers group health plan , ( B ) termination of Executives or his spouses or dependents rights to continuation coverage under COBRA , or ( C ) fifteen ( 15 ) months following the termination of Executives employment with the Company . Executive agrees and acknowledges that the period of coverage under such plans shall run concurrently with such plans obligations to provide continuation coverage pursuant to COBRA , and that this subsection shall not limit such plans obligations to provide continuation coverage under COBRA .


16680 32nd Avenue N.


James S. Broucek By:


This Agreement (the Agreement), dated as of November 10, 2015 , is by and between Turnpoint Medical Devices, Inc. (the Company) and John R. Toedtman (the Executive).

This Agreement ( the Agreement ) , dated as of November 10 , 2015 , is by and between Turnpoint Medical Devices , Inc . ( the Company ) and John R . Toedtman ( the Executive ) .


1.Effective Date; Term. This Agreement shall become effective on November 10, 2015 (the Effective Date).

1 . Effective Date ; Term . This Agreement shall become effective on November 10 , 2015 ( the Effective Date ) .


2.Duties. The Executive shall serve as the Chairman and Chief Executive Officer (CEO) of the Company and shall have such duties of an executive nature as the Board shall determine from time to time which are customary and appropriate for the position of President and Chief Executive Officer, and for companies of similar size. The Executive will report to the Board of Directors.

2 . Duties . The Executive shall serve as the Chairman and Chief Executive Officer ( CEO ) of the Company and shall have such duties of an executive nature as the Board shall determine from time to time which are customary and appropriate for the position of President and Chief Executive Officer , and for companies of similar size . The Executive will report to the Board of Directors .


(a)Base Salary. The Executive will receive a salary at the rate of $240,000 annually (the Base Salary), payable in equal increments pursuant to the Companys normal payroll practices. The Board shall, in good faith, review the amount of the Executives Base Salary and Bonus target on an annual basis. The amount of the Base Salary may not be decreased at any time.

( a ) Base Salary . The Executive will receive a salary at the rate of $ 240 , 000 annually ( the Base Salary ) , payable in equal increments pursuant to the Companys normal payroll practices . The Board shall , in good faith , review the amount of the Executives Base Salary and Bonus target on an annual basis . The amount of the Base Salary may not be decreased at any time .


(d)Initial Options Award. The Board or any committee of the Board (the Committee) appointed to administer the Companys Equity Incentive Plan, as may be amended from time to time (the Stock Plan) shall award Executive as of the Effective Date, options to purchase shares of the Companys common stock, $0.01 par value per share,, having an exercise price equal to the common stocks fair market value as determined by the Board or Committee as of the Effective Date, which options shall be subject to certain restrictions (the Initial Options Award). Such exercise price shall be no higher than the $ 1.50 per share price established in the most recent fair market evaluation. The Initial Options Award shall vest in four (4) equal amounts, starting with 25% of the Initial Option Award vesting upon the signing of this agreement, and 25% upon each of the first, second and third anniversaries of the Effective Date, provided that Executive is employed on each vesting date. The Initial Options Award shall be granted pursuant to and shall be subject to all of the terms and conditions imposed upon such awards granted under the Stock Plan and shall be evidenced by an Incentive Stock Option Agreement in the form approved by the Board or Committee. As a condition to receiving the Initial Options Award, Executive shall if requested, execute and deliver a letter in a form approved by the Companys underwriters agreeing not to sell any shares of Company common stock during a customary period following the completion of an initial public offering of the Companys common stock.

( d ) Initial Options Award . The Board or any committee of the Board ( the Committee ) appointed to administer the Companys Equity Incentive Plan , as may be amended from time to time ( the Stock Plan ) shall award Executive as of the Effective Date , options to purchase shares of the Companys common stock , $ 0 . 01 par value per share , , having an exercise price equal to the common stocks fair market value as determined by the Board or Committee as of the Effective Date , which options shall be subject to certain restrictions ( the Initial Options Award ) . Such exercise price shall be no higher than the $ 1 . 50 per share price established in the most recent fair market evaluation . The Initial Options Award shall vest in four ( 4 ) equal amounts , starting with 25 % of the Initial Option Award vesting upon the signing of this agreement , and 25 % upon each of the first , second and third anniversaries of the Effective Date , provided that Executive is employed on each vesting date . The Initial Options Award shall be granted pursuant to and shall be subject to all of the terms and conditions imposed upon such awards granted under the Stock Plan and shall be evidenced by an Incentive Stock Option Agreement in the form approved by the Board or Committee . As a condition to receiving the Initial Options Award , Executive shall if requested , execute and deliver a letter in a form approved by the Companys underwriters agreeing not to sell any shares of Company common stock during a customary period following the completion of an initial public offering of the Companys common stock .


13.Notices. All notices, demands or other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered in person, by e-mail or fax, by United States mail, certified or registered with return receipt requested, or by a nationally recognized overnight courier service, or otherwise actually delivered: (a) if to the Executive, to the address set forth on the signature page hereof; (b) if to the Company, Chairman, Turnpoint Medical Devices, Inc. , 150 Allen Road, Suite 305, Basking Ridge, NJ 07920 , with copies (which shall not constitute notice) to CEO, Turnpoint Medical Devices, Inc. 150 Allen Road, Suite 305, Basking Ridge, NJ 07920 ; or (c) or at such other address as may have been furnished by such person in writing to the other parties. Any such notice, demand or communication shall be deemed given on the date given, if delivered in person, e-mailed or faxed, on the date received, if given by registered or certified mail, return receipt requested or given by overnight delivery service, or three days after the date mailed, if otherwise given by first class mail, postage prepaid.

13 . Notices . All notices , demands or other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered in person , by e-mail or fax , by United States mail , certified or registered with return receipt requested , or by a nationally recognized overnight courier service , or otherwise actually delivered : ( a ) if to the Executive , to the address set forth on the signature page hereof ; ( b ) if to the Company , Chairman , Turnpoint Medical Devices , Inc . , 150 Allen Road , Suite 305 , Basking Ridge , NJ 07920 , with copies ( which shall not constitute notice ) to CEO , Turnpoint Medical Devices , Inc . 150 Allen Road , Suite 305 , Basking Ridge , NJ 07920 ; or ( c ) or at such other address as may have been furnished by such person in writing to the other parties . Any such notice , demand or communication shall be deemed given on the date given , if delivered in person , e-mailed or faxed , on the date received , if given by registered or certified mail , return receipt requested or given by overnight delivery service , or three days after the date mailed , if otherwise given by first class mail , postage prepaid .


16.Governing Law; Consent to Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware , without regard to its choice of law provisions. Any proceeding arising out of or relating to this Agreement shall be brought in the courts of the State of Delaware , or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware. This provision may be filed with any court as written evidence of the knowing and voluntary irrevocable agreement between parties to waive any objections to jurisdiction, venue or convenience of forum.

16 . Governing Law ; Consent to Jurisdiction . This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware , without regard to its choice of law provisions . Any proceeding arising out of or relating to this Agreement shall be brought in the courts of the State of Delaware , or , if it has or can acquire jurisdiction , in the United States District Court for the District of Delaware . This provision may be filed with any court as written evidence of the knowing and voluntary irrevocable agreement between parties to waive any objections to jurisdiction , venue or convenience of forum .


between Turnpoint Medical Devices, Inc. and John R. Toedtman

between Turnpoint Medical Devices , Inc . and John R . Toedtman


This Employment Agreement (this Agreement) is made as of the 16th day of March, 2017 , by and between Exactus Inc (the Company) and Kelley Wendt (the Employee) and in light of the following circumstances:

This Employment Agreement ( this Agreement ) is made as of the 16th day of March , 2017 , by and between Exactus Inc ( the Company ) and Kelley Wendt ( the Employee ) and in light of the following circumstances :


WHEREAS, Employee became a full time employee of the Company effective as of February 1, 2017 (the Effective Date); and

WHEREAS , Employee became a full time employee of the Company effective as of February 1 , 2017 ( the Effective Date ) ; and


(b) During the Employment Period, Employee shall devote her best efforts and her full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company. Employee shall perform her duties, responsibilities and functions to the Company hereunder to the best of her abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Companys policies and procedures now in effect or as they may be revised or amended from time to time in the Companys discretion. During the Employment Period, Employee shall not serve as an employee, officer, director, manager, trustee or the equivalent of, or otherwise perform services for compensation for, any entity other than the Company without the prior written consent of the Company, which consent may be given or withheld in the Companys sole discretion. Notwithstanding the foregoing, Employee shall be permitted to continue to perform financial consulting services to Employees pre-existing clients for whom she had provided significant financial consulting services at any time in the two (2) years preceding the Effective Date (the Pre-Existing Clients), provided, and only for so long as, such services for the Pre-Existing Clients do not raise or present a conflict-of- interest, or the reasonable appearance thereof, or otherwise interfere with her employment hereunder, in each case as determined by the Company at its discretion. Nothing contained in this Agreement shall prohibit Employee from serving as an officer or director of, or otherwise participating in, purely educational, welfare, social, religious and civic organizations, in each case so long as such activities do not interfere with Employees employment hereunder.

( b ) During the Employment Period , Employee shall devote her best efforts and her full business time and attention ( except for permitted vacation periods and reasonable periods of illness or other incapacity ) to the business and affairs of the Company . Employee shall perform her duties , responsibilities and functions to the Company hereunder to the best of her abilities in a diligent , trustworthy , professional and efficient manner and shall comply with the Companys policies and procedures now in effect or as they may be revised or amended from time to time in the Companys discretion . During the Employment Period , Employee shall not serve as an employee , officer , director , manager , trustee or the equivalent of , or otherwise perform services for compensation for , any entity other than the Company without the prior written consent of the Company , which consent may be given or withheld in the Companys sole discretion . Notwithstanding the foregoing , Employee shall be permitted to continue to perform financial consulting services to Employees pre-existing clients for whom she had provided significant financial consulting services at any time in the two ( 2 ) years preceding the Effective Date ( the Pre-Existing Clients ) , provided , and only for so long as , such services for the Pre-Existing Clients do not raise or present a conflict-of - interest , or the reasonable appearance thereof , or otherwise interfere with her employment hereunder , in each case as determined by the Company at its discretion . Nothing contained in this Agreement shall prohibit Employee from serving as an officer or director of , or otherwise participating in , purely educational , welfare , social , religious and civic organizations , in each case so long as such activities do not interfere with Employees employment hereunder .


4870 Sadler Rd suite 300


Glen Allen VA 23060


THIS EMPLOYMENT AGREEMENT (this "Agreement") by and between SUMMER ENERGY HOLDINGS, INC. , a Nevada corporation ("Employer"), and Neil M. Leibman ("Employee" and, together with Employer, the "Parties") is entered into and made effective as of January 1, 2017 (the "Effective Date").

THIS EMPLOYMENT AGREEMENT ( this " Agreement " ) by and between SUMMER ENERGY HOLDINGS , INC . , a Nevada corporation ( " Employer " ) , and Neil M . Leibman ( " Employee " and , together with Employer , the " Parties " ) is entered into and made effective as of January 1 , 2017 ( the " Effective Date " ) .


(a) Term. Subject to the terms and conditions of this Agreement, Employer agrees to employ Employee, and Employee agrees to be employed by Employer as of the Effective Date pursuant to the terms herein for a period of two (2) years .

( a ) Term . Subject to the terms and conditions of this Agreement , Employer agrees to employ Employee , and Employee agrees to be employed by Employer as of the Effective Date pursuant to the terms herein for a period of two ( 2 ) years .


800 Bering Drive, Suite 260


(d) Choice of Law. This Agreement shall be governed by the laws of the State of Texas without regard to its choice of law rules.

( d ) Choice of Law . This Agreement shall be governed by the laws of the State of Texas without regard to its choice of law rules .


(h) Compliance with Section 409A. This Agreement is intended to comply with Section 409A of Internal Revenue Code of 1986 , as amended ("Section 409A"), to the extent applicable. Notwithstanding any provision herein to the contrary, this Agreement shall be interpreted, operated and administered consistent with this intent. Each separate installment under this Agreement shall be treated as a separate payment for purposes of determining whether such payment is subject to or exempt from compliance with the requirements of Section 409A. In addition, in the event that Employee is a "specified employee" within the meaning of Section 409A (as determined in accordance with the methodology established by Employer as in effect on the date of termination of Employee's employment hereunder), any payment or benefits hereunder that are nonqualified deferred compensation subject to the requirements of Section 409A shall be provided to Employee no earlier than six (6) months after the date of Employee's "separation from service" within the meaning of Section 409A.

( h ) Compliance with Section 409A . This Agreement is intended to comply with Section 409A of Internal Revenue Code of 1986 , as amended ( " Section 409A " ) , to the extent applicable . Notwithstanding any provision herein to the contrary , this Agreement shall be interpreted , operated and administered consistent with this intent . Each separate installment under this Agreement shall be treated as a separate payment for purposes of determining whether such payment is subject to or exempt from compliance with the requirements of Section 409A . In addition , in the event that Employee is a " specified employee " within the meaning of Section 409A ( as determined in accordance with the methodology established by Employer as in effect on the date of termination of Employee ' s employment hereunder ) , any payment or benefits hereunder that are nonqualified deferred compensation subject to the requirements of Section 409A shall be provided to Employee no earlier than six ( 6 ) months after the date of Employee ' s " separation from service " within the meaning of Section 409A .


/s/ Neil M. Leibman Neil M. Leibman


Employee: Neil M. Leibman


This EMPLOYMENT AGREEMENT (this Agreement) is entered into effective as of January 1st, 2017 (the Effective Date) by and between Naturalnano, Inc. a Nevada corporation (the Company) and DANIEL STELCER (the Executive) under the following terms and conditions:

This EMPLOYMENT AGREEMENT ( this Agreement ) is entered into effective as of January 1st , 2017 ( the Effective Date ) by and between Naturalnano , Inc . a Nevada corporation ( the Company ) and DANIEL STELCER ( the Executive ) under the following terms and conditions :


2.1The term of this Agreement (the Term) shall be for a period commencing on the Effective Date of this Agreement and shall continue for a period of twenty-four (24) months from the date thereof, unless sooner terminated as provided in Paragraph 6. This two (2) year period, as the same may be extended or terminated pursuant hereto, is hereinafter referred to as the Term.

2 . 1The term of this Agreement ( the Term ) shall be for a period commencing on the Effective Date of this Agreement and shall continue for a period of twenty-four ( 24 ) months from the date thereof , unless sooner terminated as provided in Paragraph 6 . This two ( 2 ) year period , as the same may be extended or terminated pursuant hereto , is hereinafter referred to as the Term .


3.1For all services rendered by Executive under this Agreement, the Company shall pay Executive a base salary of One Hundred Twenty Thousand and 00/100 Dollars ( $120,000.00 ) per annum in equal bi-monthly installments or 26 pay periods per year. (the Base Salary). The amount of the Base Salary shall be reviewed on an annual basis by the Compensation Committee of the Company. No such change shall in any way abrogate, alter, terminate or otherwise effect the other terms of this Agreement.

3 . 1For all services rendered by Executive under this Agreement , the Company shall pay Executive a base salary of One Hundred Twenty Thousand and 00 / 100 Dollars ( $ 120 , 000 . 00 ) per annum in equal bi-monthly installments or 26 pay periods per year . ( the Base Salary ) . The amount of the Base Salary shall be reviewed on an annual basis by the Compensation Committee of the Company . No such change shall in any way abrogate , alter , terminate or otherwise effect the other terms of this Agreement .


4.2During the Term of this Agreement, Executive shall serve as the Secretary and Chief Operating Officer of the Company and in such other capacity as determined by the Board of Directors. In the performance of all of his responsibilities hereunder, Executive shall be subject to all of the Companys policies, rules, and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to, the direction and control of the Board of Directors and shall perform such duties as shall be assigned to him by the Board of Directors. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause other employees of the Company to be subject to and abide by, all policies and procedures developed by the Companys Executive Officers, Board of Directors or its Executive Committee.

4 . 2During the Term of this Agreement , Executive shall serve as the Secretary and Chief Operating Officer of the Company and in such other capacity as determined by the Board of Directors . In the performance of all of his responsibilities hereunder , Executive shall be subject to all of the Companys policies , rules , and regulations applicable to its employees of comparable status and shall report directly to , and shall be subject to , the direction and control of the Board of Directors and shall perform such duties as shall be assigned to him by the Board of Directors . In performing such duties , Executive will be subject to and abide by , and will use his best efforts to cause other employees of the Company to be subject to and abide by , all policies and procedures developed by the Companys Executive Officers , Board of Directors or its Executive Committee .


This Agreement will be governed by and construed in accordance with the laws of the State of Florida .


THE COMPANY: | NATURALNANO, INC. | ---|---|--- | | | | By: | /s/ | | Name: | Colm Wrynn | | Its: | President | | | | | /s/ | | DANIEL STELCER |

THE COMPANY : | NATURALNANO , INC . | - - - | - - - | - - - | | | | By : | / s / | | Name : | Colm Wrynn | | Its : | President | | | | | / s / | | DANIEL STELCER |


This EMPLOYMENT AGREEMENT (this Agreement), dated as of March7, 2017 , by and between DRIL-QUIP, INC. a Delaware corporation (the Company), and JERRY M. BROOKS (the Executive) shall become effective as of March13, 2017 (the Effective Date).

This EMPLOYMENT AGREEMENT ( this Agreement ) , dated as of March7 , 2017 , by and between DRIL-QUIP , INC . a Delaware corporation ( the Company ) , and JERRY M . BROOKS ( the Executive ) shall become effective as of March13 , 2017 ( the Effective Date ) .


WHEREAS, the Executive is employed as the Companys Vice President of Finance and Chief Financial Officer ; and

WHEREAS , the Executive is employed as the Companys Vice President of Finance and Chief Financial Officer ; and


WHEREAS, the Company and the Executive desire to continue the Executives employment with the Company in the position of Vice President of Investor Relations of the Company on the terms set forth herein.

WHEREAS , the Company and the Executive desire to continue the Executives employment with the Company in the position of Vice President of Investor Relations of the Company on the terms set forth herein .


2.Term. The employment of the Executive by the Company under this Agreement shall commence as of the Effective Date and continue until the first anniversary of the Effective Date (the Term) and this Agreement shall terminate as of the last day of the Term (the Expiration Date). Following the Expiration Date, the Executive may continue his employment with the Company as an at will employee in the position set forth in Paragraph 3 and/or such other position as assigned by the Company. For the avoidance of doubt, the expiration of this Agreement shall not result in the Executives termination of employment.

2 . Term . The employment of the Executive by the Company under this Agreement shall commence as of the Effective Date and continue until the first anniversary of the Effective Date ( the Term ) and this Agreement shall terminate as of the last day of the Term ( the Expiration Date ) . Following the Expiration Date , the Executive may continue his employment with the Company as an at will employee in the position set forth in Paragraph 3 and / or such other position as assigned by the Company . For the avoidance of doubt , the expiration of this Agreement shall not result in the Executives termination of employment .


(v)Effective as of the Termination Date and unless otherwise provided in the terms of the award agreement under which a Compensatory Award (as defined below) was granted, the Company shall provide for (a)the immediate vesting, settlement and exercisability of, and termination of any restrictions on sale or transfer (other than any such restriction arising by operation of law) with respect to, each and every stock option, restricted stock award, restricted stock unit award and other equity-based award and performance award (with such performance awards vesting at target level) (each, a Compensatory Award) that is outstanding as of a time immediately prior to the Termination Date and (b)the extension of the term during which each and every Compensatory Award may be exercised by the Executive until the earlier of (x)the first anniversary of the Termination Date or (y)the date upon which the right to exercise any Compensatory Award would have expired if the Executive had continued to be employed by the Company under the terms of this Agreement until the Expiration Date.

( v ) Effective as of the Termination Date and unless otherwise provided in the terms of the award agreement under which a Compensatory Award ( as defined below ) was granted , the Company shall provide for ( a ) the immediate vesting , settlement and exercisability of , and termination of any restrictions on sale or transfer ( other than any such restriction arising by operation of law ) with respect to , each and every stock option , restricted stock award , restricted stock unit award and other equity-based award and performance award ( with such performance awards vesting at target level ) ( each , a Compensatory Award ) that is outstanding as of a time immediately prior to the Termination Date and ( b ) the extension of the term during which each and every Compensatory Award may be exercised by the Executive until the earlier of ( x ) the first anniversary of the Termination Date or ( y ) the date upon which the right to exercise any Compensatory Award would have expired if the Executive had continued to be employed by the Company under the terms of this Agreement until the Expiration Date .


(vi)Until the earlier of (a)his receipt of equivalent coverage and benefits under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis) or (b)two years after the Executives Termination Date, the Executive and his eligible dependents shall continue to be covered by all medical, vision and dental benefit plans maintained by the Company under which the Executive was covered immediately prior to Executives Termination Date at the same active employee premium cost as a similarly situated active employee; provided, however, that such coverage shall not continue in the event the Company would be subject to any excise tax under Section 4980D of the Code or other penalty or liability pursuant to the provisions of the Patient Protection and Affordable Care Act of 2010 (as amended from time to time), and in lieu of providing the coverage described above, the Company shall instead pay to the Executive a fully taxable monthly cash payment in an amount such that, after payment by the Executive of all taxes on such payment, the Executive retains an amount equal to the Companys portion of the applicable premiums for such month, with such monthly payment being made on the last day of each month for the remainder of such two-year period; provided, further, that such benefits provided during the two-year period shall run concurrent with the health continuation coverage period mandated by Section 4980B of the Code.

( vi ) Until the earlier of ( a ) his receipt of equivalent coverage and benefits under the plans and programs of a subsequent employer ( such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis ) or ( b ) two years after the Executives Termination Date , the Executive and his eligible dependents shall continue to be covered by all medical , vision and dental benefit plans maintained by the Company under which the Executive was covered immediately prior to Executives Termination Date at the same active employee premium cost as a similarly situated active employee ; provided , however , that such coverage shall not continue in the event the Company would be subject to any excise tax under Section 4980D of the Code or other penalty or liability pursuant to the provisions of the Patient Protection and Affordable Care Act of 2010 ( as amended from time to time ) , and in lieu of providing the coverage described above , the Company shall instead pay to the Executive a fully taxable monthly cash payment in an amount such that , after payment by the Executive of all taxes on such payment , the Executive retains an amount equal to the Companys portion of the applicable premiums for such month , with such monthly payment being made on the last day of each month for the remainder of such two-year period ; provided , further , that such benefits provided during the two-year period shall run concurrent with the health continuation coverage period mandated by Section 4980B of the Code .


9.Confidential Information. The Executive recognizes and acknowledges that the Companys and its Affiliates trade secrets and other confidential or proprietary information, as they may exist from time to time (Confidential Information), are valuable, special and unique assets of the Companys and/or such Affiliates business, access to and knowledge of which are essential to the performance of the Executives duties hereunder. The Executive confirms that all such Confidential Information constitutes the exclusive property of the Company and/or such Affiliates. During the Term and thereafter without limitation of time, the Executive shall hold in strict confidence and shall not, directly or indirectly, disclose or reveal to any person, or use for the Executives own personal benefit or for the benefit of anyone else, any Confidential Information (whether or not acquired, learned, obtained or developed by the Executive alone or in conjunction with others) belonging to or concerning the Company or any of its Affiliates, except (i)with the prior written consent of the Company duly authorized by the Board, (ii)in the course of the proper performance of the Executives duties hereunder, (iii)for Confidential Information (x)that becomes generally available to the public other than as a result of unauthorized disclosure by the Executive or the Executives affiliates or (y)that becomes available to the Executive on a nonconfidential basis from a source other than the Company or its Affiliates who is not bound by a duty of confidentiality, or other contractual, legal or fiduciary obligation, to the Company, or (iv)as required by applicable law or legal process provided that prior to the disclosure or use by the Executive of any Confidential Information under this clause (iv), the Executive will give prior written notice thereof to the Company and provide the Company with the opportunity to contest that disclosure or use. Nothing in this Paragraph 9 prohibits the Executive from reporting possible violations of law or regulation to any governmental agency or entity (or of making any other protected disclosures) without prior notice to the Company. Pursuant to the Defend Trade Secrets Act of 2016 , the Executive shall not be held criminally or civilly liable under any Federal or state trade secret law for the disclosure of any Confidential 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 provisions of this Paragraph 9 shall continue in effect notwithstanding termination of the Executives employment hereunder for any reason.

9 . Confidential Information . The Executive recognizes and acknowledges that the Companys and its Affiliates trade secrets and other confidential or proprietary information , as they may exist from time to time ( Confidential Information ) , are valuable , special and unique assets of the Companys and / or such Affiliates business , access to and knowledge of which are essential to the performance of the Executives duties hereunder . The Executive confirms that all such Confidential Information constitutes the exclusive property of the Company and / or such Affiliates . During the Term and thereafter without limitation of time , the Executive shall hold in strict confidence and shall not , directly or indirectly , disclose or reveal to any person , or use for the Executives own personal benefit or for the benefit of anyone else , any Confidential Information ( whether or not acquired , learned , obtained or developed by the Executive alone or in conjunction with others ) belonging to or concerning the Company or any of its Affiliates , except ( i ) with the prior written consent of the Company duly authorized by the Board , ( ii ) in the course of the proper performance of the Executives duties hereunder , ( iii ) for Confidential Information ( x ) that becomes generally available to the public other than as a result of unauthorized disclosure by the Executive or the Executives affiliates or ( y ) that becomes available to the Executive on a nonconfidential basis from a source other than the Company or its Affiliates who is not bound by a duty of confidentiality , or other contractual , legal or fiduciary obligation , to the Company , or ( iv ) as required by applicable law or legal process provided that prior to the disclosure or use by the Executive of any Confidential Information under this clause ( iv ) , the Executive will give prior written notice thereof to the Company and provide the Company with the opportunity to contest that disclosure or use . Nothing in this Paragraph 9 prohibits the Executive from reporting possible violations of law or regulation to any governmental agency or entity ( or of making any other protected disclosures ) without prior notice to the Company . Pursuant to the Defend Trade Secrets Act of 2016 , the Executive shall not be held criminally or civilly liable under any Federal or state trade secret law for the disclosure of any Confidential 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 provisions of this Paragraph 9 shall continue in effect notwithstanding termination of the Executives employment hereunder for any reason .


(i)there shall have occurred an event required to be reported with respect to the Company in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item or any similar schedule or form) promulgated under the Exchange Act , whether or not the Company is then subject to such reporting requirement;

( i ) there shall have occurred an event required to be reported with respect to the Company in response to Item 6 ( e ) of Schedule 14A of Regulation 14A ( or in response to any similar item or any similar schedule or form ) promulgated under the Exchange Act , whether or not the Company is then subject to such reporting requirement ;


| | Dril-Quip, Inc. | | | | Attention: General Counsel | | | | 6401 N. Eldridge Pkwy . | | | | Houston, TX 77041 | | | | Fax No.: (713) 939-5329 | | If to the Executive, at the current address in the Companys personnel files.

| | Dril-Quip , Inc . | | | | Attention : General Counsel | | | | 6401 N . Eldridge Pkwy . | | | | Houston , TX 77041 | | | | Fax No . : ( 713 ) 939-5329 | | If to the Executive , at the current address in the Companys personnel files .


| a.| Employee to perform in the function of Chief Technology Officer (CTO) & Chief Product Officer (CPO) of FISION effective officially as of May 1, 2016 on a full-time basis; ---|---|---

| a . | Employee to perform in the function of Chief Technology Officer ( CTO ) & amp ; Chief Product Officer ( CPO ) of FISION effective officially as of May 1 , 2016 on a full-time basis ; - - - | - - - | - - -