Common use of Compliance with Federal and State Law Clause in Contracts

Compliance with Federal and State Law. The Company reserves the right to delay a Participant’s exercise of an Option if the Company’s issuance of Stock upon such exercise would violate any applicable federal or state securities laws or any other applicable laws or regulations. The Participant may not sell or otherwise dispose of the Option Shares in violation of any applicable law. The Company may postpone issuing and delivering any Option Shares for so long as the Company reasonably determines to be necessary to satisfy the following: (i) its completing or amending any securities registration or qualification of the Option Shares or it or the Participant satisfying any exemption from registration under any federal or state law, rule, or regulation; (ii) its receiving proof it considers satisfactory that a person seeking to exercise the Option after the Participant’s death is entitled to do so; (iii) the Participant complying with any requests for representations under the Plan; (iv) the Participant complying with any federal, state, or local tax withholding obligations; (v) its deferring payment of any amount that it reasonably determines would not be deductible under Code Section 162(m) until the earlier of: • the earliest date on which the Company reasonably determines that the deductibility of the payment will not be limited; or • the year following the Participant’s termination of employment; and (vi) its compliance with the restrictions of Code Section 409A to the extent applicable, including any final regulations issued pursuant thereto, including the Committee’s right to amend any provision of this Option Agreement, to the extent necessary to comply with Code Section 409A.

Compliance with Federal and State Law. The Company reserves the right to delay a Participant’s exercise of an the Option if the Company’s issuance of Stock upon such exercise would violate any applicable federal or state securities laws or any other applicable laws or regulations. The Participant may not sell or otherwise dispose of the Option Shares in violation of any applicable law. The Company may postpone issuing and delivering any Option Shares for so long as the Company reasonably determines to be necessary to satisfy the following: (i) its completing or amending any securities registration or qualification of the Option Shares Shares, or it or the Participant satisfying any exemption from registration under any federal or state law, rule, or regulation; (ii) its receiving proof it considers satisfactory that a person seeking to exercise the Option after the Participant’s death is entitled to do so; (iii) the Participant complying with any requests for representations under the Plan; (iv) the Participant complying with any federal, state, or local tax withholding obligations; (v) its deferring payment of any amount that it reasonably determines would not be deductible under Code Section 162(m) until the earlier of: • the earliest date on which the Company reasonably determines that the deductibility of the payment will not be limited; or • the year following the Participant’s termination of employmentservice on the Board; and (vi) its compliance with the restrictions provisions of Code Section 409A to the extent applicable, including any final regulations issued pursuant thereto, including the Committee’s right to amend any provision of this Option Agreement, to the extent necessary to comply with help ensure that amounts due hereunder are not subject to adverse tax consequences under Code Section 409A.409A, which right is hereby consented to by the Participant (notwithstanding Section 16 of the Plan).

Compliance with Federal and State Law. The Company reserves the right to delay a Participant’s exercise of an Option if the Company’s issuance of Stock upon such exercise would violate any applicable federal or state securities laws or any other applicable laws or regulations. The Participant may not sell or otherwise dispose of the Option Shares in violation of any applicable law. The Company may postpone issuing and delivering any Option Shares for so long as the Company reasonably determines to be necessary to satisfy the following: (i) : its completing or amending any securities registration or qualification of the Option Shares or it or the Participant satisfying any exemption from registration under any federal or state law, rule, or regulation; (ii) ; its receiving proof it considers satisfactory that a person seeking to exercise the Option after the Participant’s death is entitled to do so; (iii) ; the Participant complying with any requests for representations under the Plan; (iv) ; the Participant complying with any federal, state, or local tax withholding obligations; (v) ; its deferring payment of any amount that it reasonably determines would not be deductible under Code Section 162(m) until the earlier of: • the earliest date on which the Company reasonably determines that the deductibility of the payment will not be limited; or • the year following the Participant’s termination of employment; and (vi) and its compliance with the restrictions of Code Section 409A to the extent applicable, including any final regulations issued pursuant thereto, including the Committee’s right to amend any provision of this Option Agreement, to the extent necessary to comply with Code Section 409A.