Amended and Restated Employment Agreement dated as of December 10, 2018, by and between A. H. Belo Corporation and Tim Storer

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (the “Agreement”) is entered into as of the 10th day of December, 2018 (the “Effective Date”), by and among Tim Storer (“Executive”), A. H. Belo Corporation, a Texas corporation (the “Company”), and (solely for purposes of Sections 8(a)(i) and 20 below) DMV Digital Holdings Company, a Delaware corporation (“DMV”).

RECITALS

WHEREAS, the parties entered into that certain Employment Agreement dated as of March 2, 2017, as amended by that certain First Amendment to Employment Agreement dated as of September 6, 2017 (collectively, the “Prior Employment Agreement”);

WHEREAS, the parties entered into the Prior Employment Agreement in connection with the Company’s purchase of shares of common stock of DMV from Executive on March 2, 2017, and the time-based restricted stock units (“TBRSUs”) granted to Executive pursuant to the Prior Employment Agreement were awarded in partial consideration therefor;

WHEREAS, Executive desires to waive his right to receive his TBRSU awards for calendar years 2020 and 2021 in exchange for the payment of $1,000,000 in cash pursuant to the terms and conditions of this Agreement;

WHEREAS, the parties desire to amend and restate the Prior Employment Agreement in its entirety pursuant to the terms and conditions of this Agreement; and

WHEREAS, the parties hereto desire that Executive be employed by the Company and serve as an employee pursuant to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, the Company and Executive, intending to be legally bound, hereby agree as follows:

Executive shall, in an annual Officers’ and Directors’ Questionnaire, disclose in writing to the Company all stockholdings, membership interests, partnership interests, and other ownership interests in any private company or of 2% or more of the issued and outstanding securities of any class of a publicly reporting company, as well as all positions as a director, officer, manager, partner, or other similar managerial position, held in or with any other business entity. Upon any change or anticipated change in such information, including the acquisition of additional ownership interests or the assumption of additional managerial positions, Executive shall notify the Company in writing of such change or anticipated change within ten (10) days after such change or anticipated change first becomes known to Executive.

(i)willful and material breach by Executive of any provision of this Agreement;

(ii)a failure by Executive to perform Executive’s duties which is not fully cured in the Company’s reasonable discretion within 30 days after Executive’s receipt of written notice by the Company describing such failure;

(iii)Executive’s willful failure to comply with a lawful and reasonable directive from the Board;

(iv)Executive’s willful misconduct in the performance of his duties;

(v)any act by Executive of fraud or dishonesty with respect to any aspect of the Company’s business including, but not limited to, falsification of Company records or misappropriation of Company funds;

(vi)conviction of Executive of a felony (or a plea of nolo contendere with respect thereto);

(vii)conduct on the part of Executive that constitutes a breach of any fiduciary duty or duty of loyalty owed to the Company by Executive and that results in any loss, damage, cost or expense to, or any liability or obligation of, the Company of $50,000 or more;

(viii)acceptance by Executive of employment or work with another employer or business or Executive’s employment or work with another employer or business, except to the extent permitted under Section 2 of this Agreement; or

(ix)Executive’s breach of Sections 7, 8, or 9 of this Agreement.

Subject to Executive’s notice and cure opportunity under Section 5(a)(ii) above, the Company must terminate his employment within ninety (90) days following the expiration of the cure period in order for such termination to be considered for Cause for purposes of this Agreement. Subject to the foregoing sentence, if the Company terminates Executive’s employment for Cause, the Company shall pay the Executive any earned and accrued but unpaid installments of base salary and benefits due to Executive under Section 4 above (including, without limitation, unreimbursed expenses due under Section 4) through the date of termination, and the Company shall have no further obligations to Executive hereunder from and after the date of termination.

(i) a reduction in Executive’s annual Base Salary (as determined in comparison to Executive’s level of annual Base Salary immediately prior to such reduction);

(ii) a material diminution in Executive’s level of duties and responsibilities;

(iii) a material adverse geographical change of Executive’s primary workplace, which the parties agree would be any location more than fifty (50) miles from Executive’s then current primary workplace; or

(iv) a breach by the Company of any provision of this Agreement.

Notwithstanding the foregoing, Executive shall not be deemed to have Good Reason to terminate his employment unless Executive has provided written notice to the Company setting forth in reasonable detail the reasons for Executive’s intention to terminate his employment for Good Reason within thirty (30) days after the event occurs.  The Company shall have thirty (30) days following the receipt of such notice to remedy the condition constituting such reduction, change or breach and, if so remedied, any termination of Executive’s employment on the basis of the circumstances described in such notice shall not be for Good Reason.  If the Company does not remedy the condition that has been the subject of a notice as described in this paragraph within thirty (30) days of the Company’s receipt of such notice, Executive must terminate his employment within ninety (90) days following the occurrence of such condition in order for such termination to be considered for Good Reason for purposes of this Agreement.

a.Non-Competition. In consideration of the numerous mutual promises contained in this Agreement between the Company and Executive, including, without limitation, those involving Confidential Information, and in order to protect the Company’s and Belo + Company’s Confidential Information, customer goodwill and business interests and to reduce the likelihood of irreparable damage which would occur in the event Confidential Information is provided to or used by a competitor of the Company or Belo + Company, Executive agrees that, during the Non-Competition Term (as defined below), he shall not, directly or indirectly, either through any form of ownership or as an individual, director, officer, principal, agent, employee, employer, adviser, consultant, owner, shareholder, stockholder, lender, partner, member, manager or in any other individual or representative capacity whatsoever, (i) without the prior written consent of the Company (which consent may be withheld in its sole discretion), (A) compete for or solicit Business (as defined below) for or on behalf of any person or business entity (other than the Company, Belo + Company and their respective affiliates) located in or doing business in the Territory (as defined below); (B) compete for or solicit Business from any customer of the Company or Belo + Company (or their respective successors by merger) except for the benefit of the Company, Belo + Company and their respective affiliates; or (C) use in any competition, solicitation, or marketing effort any Confidential Information of the Company or Belo + Company except in furtherance of the business of the Company, Belo + Company and their respective affiliates; or (ii) without the prior written consent of the Company (which consent shall not be unreasonably withheld) own, operate, participate in, undertake any employment with or have any interest in any entity (other than the Company and its affiliates or 2% or less of the issued and outstanding securities of any class of a publicly reporting company) engaged in the Business in the Territory. For purposes of this Section 8, the following definitions shall apply:

(i)“Non-Competition Term” shall mean the period beginning on March 2, 2017 and ending on a date twenty-four (24) months from the date of Executive’s termination of employment from the Company (for whatever reason).

(ii)“Business” shall mean the marketing automation, digital marketing, search marketing, search optimization, commercial printing, or printing brokerage businesses or any other business, in each case as conducted by the Company or Belo + Company during the portion of the Employment Period commencing on March 2, 2017 and ending on the effective date of any termination of the Employment Period.

(iii)“Territory” shall mean the United States of America.

b.Customer Non-Solicitation.  Executive further agrees that, during the Non-Competition Term (as defined above), Executive shall not, directly or indirectly, as an individual, director, officer, principal, agent, employee, employer, adviser, consultant, owner, shareholder, stockholder, lender, partner, member, manager or in any other individual or representative capacity whatsoever of any other person, entity or business, request, solicit, encourage, induce, influence or attempt to request, solicit, encourage, induce or influence, directly

or indirectly, any customer or client of the Company or Belo + Company to terminate, limit or otherwise negatively alter his, her or its relationship with the Company or Belo + Company or provide or seek to provide services related to the Business to any present clients or customers of the Company or Belo + Company or any respective affiliate thereof.

c.Employee Non-Solicitation.  Executive further agrees that, during the Non-Competition Term, he will not solicit, directly or indirectly, or cause or permit others to solicit, directly or indirectly, any person (i) formerly employed by the Company or Belo + Company during the twelve (12) month period immediately preceding or following Executive’s termination of employment (“Former Employee”) or (ii) currently employed by the Company or Belo + Company (“Current Employee”).  The term “solicit” includes, but is not limited to, the following (regardless of whether done directly or indirectly): (a) requesting that a Former or Current Employee change employment; (b) informing a Former or Current Employee that an opening exists elsewhere; (c) inquiring if a Former or Current Employee might have an interest in employment elsewhere; or (d) any other similar conduct, the intended or actual effect of which is that a Former or Current Employee affiliates with another employer or a Current Employee leaves the employment of the Company; provided, however, that Executive will not be in breach of this Section 8(c) merely due to any situation in which any Current Employee or Former Employee seeks employment by Executive or one of his affiliates in response to Executive’s or such affiliate’s general recruiting efforts not targeted at Current Employees or Former Employees but such Current Employee or Former Employee is not hired by Executive or one of his affiliates.

If, during any period within the Non-Competition Term, Executive is not in compliance with the terms of Section 8, Executive agrees that the Company shall be entitled to, among other remedies, compliance by Executive with the terms of Section 8 for an additional period equal to the period of such noncompliance.  For purposes of this Agreement, the term “Non-Competition Term” shall also include this additional period, if any.  Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of Section 8 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company.

The Company and Executive agree and stipulate that the agreements and covenants not to compete and not to solicit contained in Section 8 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company and are necessary to protect the Company’s and Belo + Company’s Confidential Information, customer goodwill and business interests; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete and not to solicit.  Therefore, in furtherance of, and not in derogation of the provisions of Section 8, the Company and Executive agree that in the event a court should decline to enforce any terms of any of the provisions of Section 8, that Section 8 shall be modified or reformed to restrict Executive’s competition with the Company or Belo + Company to the maximum extent as to time, geography and business scope, which the court finds enforceable; provided, however, in no event shall the provisions of Section 8 be modified or reformed by any court to be more restrictive to Executive than those contained herein.

Section 8 shall survive the termination of Executive’s employment for any reason, whether voluntary or involuntary, and can only be revoked or modified by a writing signed by the parties

which specifically states an intent to revoke or modify these provisions.  Such a writing may only be signed on behalf of the Company by an executive officer of the Company. Executive agrees that during the Non-Competition Term, he shall immediately notify the Company in writing of any employment, work, task or business he undertakes with or on behalf of any person (including himself) or entity, whether or not for compensation.



If to the Company:

A. H. Belo Corporation

1954 Commerce Street

Dallas, Texas 75201

Attn:  General Counsel

Facsimile No. (214) 977-2703

If to Executive:

Tim Storer

3901 Centenary

Dallas, Texas 75225

IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Employment Agreement as of the day and year first above written.











A. H. Belo Corporation

Tim Storer Annual Cash Bonus Terms and Conditions

2018 Annual Cash Bonus Opportunity

Executive’s annual cash bonus opportunity for the 2018 calendar year is based on specific financial performance objectives and metrics, as follows: (i) the achievement by the consolidated operations of DMV Digital Holdings Company (“DMV”), Your Speakeasy, LLC and Connect (together, the “DMV Portfolio”) of the Adjusted EBITDA (as defined below) performance target for that calendar year (the “Adjusted EBITDA Target”) and (ii) the attainment of the Total Contract Value (defined below) performance target for that calendar year (the “TCV Target”) by Distribion, Inc. and Vertical Nerve, Inc. (together, the “TCV Entities”). At the end of the year, actual results are compared to the performance objectives, and the amount of Executive’s cash bonus is determined accordingly.

Target Cash Bonus

Executive’s 2018 target bonus is $300,000, subject to the achievement of the requirements set forth below. The amount of any bonus earned with respect to the 2018 calendar year will be paid in cash in accordance with the terms of the Plan (as defined below).

DMV Portfolio Adjusted EBITDA Target for Bonus Determination

Fifty percent (50%) of Executive’s annual target bonus ($150,000) for the 2018 calendar year will be based upon the DMV Portfolio’s achievement of the Adjusted EBITDA Target for the 2018 calendar year. For this purpose, “Adjusted EBITDA” means DMV Portfolio earnings before interest, taxes, depreciation and amortization, adjusted for (adding back) severance-related expenses, acquisition costs and expenses, litigation and litigation settlement costs and expenses, and stock-based compensation expenses to the extent applicable to the DMV Portfolio. For 2018, the Adjusted EBITDA will be based on the consolidated Adjusted EBITDA for the DMV Portfolio for the 2018 calendar year.

The Adjusted EBITDA Target for 2018 is $2,926,778.



If the DMV Portfolio achieves between (i) 85% and 100% or (ii) 100% and 200% of the Adjusted EBITDA Target, then the bonus amount earned and payable will be determined using a straight line interpolation.

TCV Entities Metrics for TCV Target for Bonus Determination

Fifty percent (50%) of Executive’s annual target bonus ($150,000) for the 2018 calendar year will be based upon the TCV Entities’ achievement of the TCV Target for the 2018 calendar year.

For 2018, the TCV Target will be based on the Total Contract Value for the 2018 calendar year. The “Total Contract Value” metric summarizes the contractual value of new, fully executed contracts during the measurement period. For purposes of the calculation, pass-through revenue, as part of a contract, with the exception of Marketing FX contracts, does not qualify in the calculation of Total Contract Value.

The TCV Target for 2018 is $23,386,203.





If the TCV Entities achieve between (i) 85% and 100% or (ii) 100% and 200% of the TCV Target, then the bonus amount earned and payable will be determined using a straight line interpolation.

2019 and Subsequent Years Annual Cash Bonus Opportunity

Executive’s annual cash bonus opportunity for a calendar year commencing with the 2019 calendar year is based on specific financial performance objectives and metrics, as follows: (i) the achievement by the consolidated operations of Belo + Company of the Adjusted EBITDA (as defined below) performance target for that calendar year (the “Adjusted EBITDA Target”), (ii) the attainment of the Total Revenue (defined below) performance target for that calendar year (the “Total Revenue Target”) by Belo + Company and (iii) the achievement of individual performance objectives. Any additional entities, businesses and operating units other than those set forth above to be included in Belo + Company in a particular calendar year will be mutually agreed upon by the Company and Executive within the first ninety (90) calendar days of that calendar year and may not thereafter be revised for that calendar year.  At the end of the year, actual results are compared to the performance objectives, and the amount of Executive’s cash bonus is determined accordingly.

The annual cash bonus opportunity is provided under the Company’s 2017 Incentive Compensation Plan or any successor to such plan (the “Plan”).  The Plan is designed to provide a competitive level of compensation to senior executives of the Company and is administered by the Compensation Committee of the Company’s Board of Directors. Executive’s participation in the Plan is subject to the fully executed binding arbitration agreement that the Company has on file for Executive.

Target Cash Bonus

Executive’s target bonus is $300,000, subject to the achievement of the requirements set forth below. The amount of any bonus earned with respect to any calendar year will be paid in cash in accordance with the terms of the Plan.

Adjusted EBITDA Target for Bonus Determination

Twenty-five percent (25%) of Executive’s annual target bonus ($75,000) for a particular calendar year will be based upon Belo + Company’s achievement of the Adjusted EBITDA Target for that calendar year. For this purpose, “Adjusted EBITDA” means Belo + Company’s earnings before interest, taxes, depreciation and amortization, adjusted for (adding back) severance-related expenses, acquisition costs and expenses, litigation and litigation settlement costs and expenses, and stock-based compensation expenses to the extent applicable to Belo + Company. For 2019 and each subsequent year, the Adjusted EBITDA for each particular calendar year will be based on the consolidated Adjusted EBITDA for Belo + Company for that calendar year.



If Belo + Company achieves between (i) 85% and 100% or (ii) 100% and 200% of the Adjusted EBITDA Target, then the bonus amount earned and payable will be determined using a straight line interpolation.

Total Revenue Target for Bonus Determination

Twenty-five percent (25%) of Executive’s annual target bonus ($75,000) for each particular calendar year will be based upon Belo + Company’s achievement of the Total Revenue Target for that calendar year.

For 2019 and each subsequent year, the Total Revenue Target for each particular calendar year will be based on the total revenue of Belo + Company for that calendar year approved as a part of Belo + Company’s annual operating plan for such calendar year.





If Belo + Company achieves between (i) 85% and 100% or (ii) 100% and 200% of the Total Revenue Target, then the bonus amount earned and payable will be determined using a straight line interpolation.

Individual Performance Objectives

Fifty percent (50%) of Executive’s annual target bonus ($150,000) for each particular calendar year will be based upon Executive’s achievement of the individual performance objectives for that calendar year. The individual performance objectives may vary from year to year and reflect the cyclical nature of Belo + Company’s business.

Establishment of Performance Targets for Future Years

For each calendar year commencing with the 2019 calendar year, the Company and Executive will mutually agree upon a recommendation to the Company’s Board of Directors as to the Adjusted EBITDA Target for Belo + Company and the Total Revenue Target for Belo + Company as a part of the annual Belo + Company operating plan for such calendar year, and such performance targets will be established by the final approval by the Board of Directors of the Company as part of the Company’s annual operating plan and the final approval by the Compensation Committee of the Board of such performance targets. Neither the Company nor the Executive shall unreasonably withhold, condition or delay its or his agreement as to the recommendation of such performance targets. Individual performance objectives for each calendar year commencing with the 2019 calendar year will be mutually agreed upon between Executive and the Chief Executive Officer of the Company.

Bonus Eligibility and Payment Schedule

Executive must be employed by the Company on the bonus payment date specified to be eligible to receive a bonus. Bonuses earned based on the annual bonus performance targets for any calendar year, if any, will be paid in February immediately following such calendar year, after the earnings release for such calendar year, based on Belo + Company’s performance versus the annual bonus performance targets for such calendar year.



AMENDED AND RESTATED ARBITRATION AGREEMENT

In order to ensure the speedy, impartial resolution of all disputes between Tim Storer (the “Employee”) and A. H. Belo Corporation, and all affiliated entities (the “Company”), which relate to, or arise from the parties’ employment relationship, the parties agree to enter into this Amended and Restated Arbitration Agreement, effective as of _________, 2018 (this “Agreement”). This Agreement amends and restates in its entirety that certain Arbitration Agreement dated as of March 2, 2017, by and between the parties (the “Prior Arbitration Agreement”). Each party recognizes, however, that this Agreement is not, and shall not be construed as, a contract of employment and it does not alter the Employee’s at-will employment status in any way.  Nothing in this Agreement shall prevent the Company from taking any action with respect to the Employee prior to a claim or determination of any claim under this Arbitration Agreement.

The parties expressly agree to the following:

COVERED DISPUTES

1.The parties consent to the final and binding resolution by arbitration of all claims and disputes which may arise between the parties including, but not limited to, (i) disputes arising from the Employee’s employment and the termination of the Employee’s employment and (ii) disputes arising under the Prior Arbitration Agreement. Such claims and disputes will include any claims or disputes that the Company may have against the Employee, as well as those that the Employee might have against the Company, its parent corporation, owners, affiliates, officers, directors, employees and/or agents.  Claims and disputes covered by this Agreement include, but are not limited to:  (i) contract disputes, if any, including breaches of express or implied covenants; (ii) wage and compensation disputes; (iii) tort claims; (iv) claims of discrimination including, but not limited to, discrimination based on race, religion, color, national origin, gender, sexual orientation, pregnancy, age, harassment of any type, handicap or disability; (v) benefit disputes; (vi) all disputes arising from or based upon any federal, state, or local statute, law, ordinance, or regulation and (vii) any claims that could be tried to a jury in the absence of this Agreement.

EXCLUSIONS

3.If a Company benefit or pension plan specifies that its claims procedure shall culminate in an arbitration procedure different from this one or is underwritten by a commercial insurer which decides claims, disputes over such plan are specifically excluded from coverage under this Agreement.

4.In addition, the Company reserves the right, at its sole discretion, to seek injunctive or equitable relief in the event the Employee misappropriates trade secrets, proprietary, or confidential information, or breaches any non-competition covenant entered into between the parties.

NOTICE OF CLAIMS

5.All disputes or claims must be raised by written notice containing a statement setting forth the nature of the dispute, the amount involved, if any, and the remedy sought.  The notice of intent to arbitrate must be received by the other party within any applicable statute of limitation period as if such claim were filed in court in the absence of this Agreement.  If notice is not timely received, such claim shall be barred.  Notice must be sent by certified or registered mail, return receipt requested.

6.Such written notice by the Employee must be forwarded to the Company’s Secretary at the following address:  1954 Commerce Street, Dallas, Texas 75201.  Written notice to the Employee must be forwarded to Employee’s last known address, as provided by the Employee to the Company.

APPLICABLE LAW

7.This Agreement shall be governed by the law of the state in which the Employee was most recently employed by the Company and/or federal law, as applicable.  Either party shall be entitled to seek an injunction in any court of competent jurisdiction to compel the other party to submit to arbitration, in accordance with the terms and provisions of this Agreement, with respect to any and all claims covered by this Agreement.

ARBITRATION PROCEDURES

8.Except as provided in this Agreement, all arbitrations will be conducted in accordance with the current Commercial Dispute Resolution Rules of the American Arbitration Association (“AAA”), before an arbitrator listed on the National Roster of Commercial Arbitrators and who is licensed to practice law in the state in which arbitration is conducted.  All arbitrations will take place in the city in which the Employee was most recently employed by the Company.  Any controversy over whether a dispute is an arbitrable dispute or as to the interpretation or enforceability of this Section 8 with respect to such arbitration shall be determined by the arbitrator.

9.Upon receipt of a timely notice of a dispute or claim, the Company will notify the appropriate AAA office and request a panel of qualified arbitrators, pursuant to the applicable rules of the AAA.

10.The arbitrator selected to hear and decide the dispute shall have authority to hear and decide all pre-hearing disputes, including motions to dismiss or for summary judgment, by any party and, in so doing, shall apply the standards applicable to such motions under the Federal Rules of Civil Procedure.  The arbitrator shall apply the substantive law (including the conflict of law rules) and the law of remedies of the state in which Employee was employed when the claim arose, or federal law, or both, depending upon and as applicable to the claim(s) asserted.  The arbitrator has the same (but not more) authority to order remedies, including monetary damages, as the court or agency which would have had jurisdiction to adjudicate the claim(s) absent this Agreement.  The arbitrator has no authority to order any remedy which a court or agency would not be authorized to order.  The arbitration shall be final and binding upon the parties.

11.Either party may file a dispositive motion, including a motion for summary judgment, in accordance with the Federal Rules of Civil Procedure no later than thirty (30) days prior to the hearing.  Any such motion shall be ruled upon no later than two weeks prior to any scheduled hearing.

12.The parties will equally share all fees and costs charged in the arbitration by the AAA and any other incidental expenses unless the Company is required by law to bear such expenses, in which case it shall pay them.  Each party shall pay for its own costs and attorneys’ fees, if any.

13.At the close of the arbitration hearing, either party will be entitled to file a post-hearing brief, limited to twenty-five (25) double-spaced pages.  Such briefs will be submitted within fourteen days after the hearing, unless the parties agree to a different period of time.

14.The arbitrator shall issue a written award, setting forth the legal and factual basis for his/her decision, within thirty (30) days after the conclusion of the arbitration hearing.  The parties agree that the arbitrator’s award shall be final and binding on the parties, that the parties shall abide by and perform any award rendered by the arbitrator and that either party may seek a judgment enforcing the arbitrator’s award in any court of competent jurisdiction.

REPRESENTATION

15.Any party may be represented by an attorney or other representative selected by the party.

DISCOVERY

16.Limited civil discovery shall be permitted through the use of requests for production of documents and the taking of depositions.  Each party may notice up to, but no more than, four depositions and may submit up to fifteen (15) Requests for Production.  The use of interrogatories shall not be permitted.  Such limited civil discovery shall be governed by the Federal Rules of Civil Procedure.  All issues raised in connection with discovery shall be decided by the arbitrator.

MODIFICATION, REVOCATION OR TERMINATION

17.This Agreement constitutes the sole and complete agreement of the parties concerning the arbitration of claims or disputes.  This Agreement supersedes any prior or contemporaneous oral or written agreements, including the Prior Arbitration Agreement.

18.This Arbitration Agreement shall survive the termination of the employment relationship.  This Agreement may only be modified, revised, or revoked by the express written agreement of the parties.

SEVERABILITY

19.If any provision of this Agreement should be found to be void or unenforceable, in whole or in part, the remaining provisions of this Agreement shall remain valid, binding and enforceable.

CONSIDERATION

20.The promises of the parties to arbitrate all disputes and forego litigation in courts of law provide adequate consideration for each party.  Also, Employee acknowledges that participation of the Employee in the Incentive, Performance or Opportunity Plan constitutes additional, sufficient consideration for his promises.

VOLUNTARY AGREEMENT

21.The parties hereby acknowledge that they have read the terms of this Agreement; that they fully understand the substance and meaning of the terms of this Agreement; that each has had an opportunity to review this Agreement with legal counsel; and, each has entered into this Agreement knowingly and voluntarily.

SIGNED this ___ day of ______________, 2018.