Common use of Compensatory Arrangements; Rule 701 Exemption Clause in Contracts

Compensatory Arrangements; Rule 701 Exemption. The Company and the Participant hereby acknowledge and agree that this Agreement has been executed and delivered, and RSUs, and the Shares delivered upon settlement, have been issued hereunder, in connection with and as a part of the compensation and incentive arrangements between the Company and its Subsidiaries, on the one hand, and the Participant, on the other hand. Each of the RSUs granted hereunder, and the Shares delivered upon settlement, is intended to qualify for an exemption from the registration requirements under the Securities Act, and under similar exemptions pursuant to Rule 701 under applicable state securities laws (collectively, the “Exemption”). In the event that any provision of this Agreement would cause the RSUs granted hereunder, or the Shares delivered upon settlement, not to qualify for the Exemption or any other applicable exemption from registration under the Securities Act, the Participant and the Company agree that this Agreement shall be deemed automatically amended to the extent necessary to cause the RSUs, and the Shares delivered upon settlement, to qualify for the Exemption.

Compensatory Arrangements; Rule 701 Exemption. The Company and the Participant hereby acknowledge and agree that this Agreement has been executed and delivered, and RSUsthe SARs, and the Shares delivered acquired upon settlementexercise, have been issued hereunder, in connection with and as a part of the compensation and incentive arrangements between the Company and its Subsidiaries, on the one hand, and the Participant, on the other hand. Each of the RSUs SARs granted hereunder, and the Shares delivered acquired upon settlementexercise, is intended to qualify for an exemption from the registration requirements under the Securities Act, and under similar exemptions pursuant to Rule 701 under applicable state securities laws (collectively, the “Exemption”). In the event that any provision of this Agreement would cause the RSUs SARs granted hereunder, or the Shares delivered acquired upon settlementexercise, not to qualify for the Exemption or any other applicable exemption from registration under the Securities Act, the Participant and the Company agree that this Agreement shall be deemed automatically amended to the extent necessary to cause the RSUsSARs, and or the Shares delivered acquired upon settlementexercise, to qualify for the Exemption.

Compensatory Arrangements; Rule 701 Exemption. The Company and the Participant hereby acknowledge and agree that this Agreement has been executed and delivered, and RSUsPRSUs, and the Shares delivered upon settlement, have been issued hereunder, in connection with and as a part of the compensation and incentive arrangements between the Company and its Subsidiaries, on the one hand, and the Participant, on the other hand. Each of the RSUs PRSUs granted hereunder, and the Shares delivered upon settlement, is intended to qualify for an exemption from the registration requirements under the Securities Act, and under similar exemptions pursuant to Rule 701 under applicable state securities laws (collectively, the “Exemption”). In the event that any provision of this Agreement would cause the RSUs PRSUs granted hereunder, or the Shares delivered upon settlement, not to qualify for the Exemption or any other applicable exemption from registration under the Securities Act, the Participant and the Company agree that this Agreement shall be deemed automatically amended to the extent necessary to cause the RSUsPRSUs, and the Shares delivered upon settlement, to qualify for the Exemption.

Compensatory Arrangements; Rule 701 Exemption. The Company and the Participant hereby acknowledge and agree that this Agreement has been executed and delivered, and RSUsPRSUs, and the Shares delivered upon settlement, have been issued hereunder, in connection with and as a part of the compensation and incentive arrangements between the Company and its Subsidiaries, on the one hand, and the Participant, on the other hand. Each of the RSUs PRSUs granted hereunder, and the Shares delivered upon settlement, is intended to qualify for an exemption from the registration requirements under the Securities Act, and under similar exemptions pursuant to Rule 701 under applicable state securities laws (collectively, the “Exemption”). In the event that any provision of this Agreement would cause the RSUs PRSUs granted hereunder, or the Shares delivered upon settlement, not to qualify for the Exemption or any other applicable exemption from registration under the Securities Act, the Participant and the Company agree that this Agreement shall be deemed automatically amended to the extent necessary to cause the RSUs, and the Shares delivered upon settlement, to qualify for the Exemption.