Common use of Compliance with Laws and Regulations Clause in Contracts

Compliance with Laws and Regulations. (a) The Restricted Stock and the obligation of the Company to sell and deliver Shares hereunder shall be subject in all respects to (i) all applicable Federal and state laws, rules and regulations and (ii) any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Committee shall, in its discretion, determine to be necessary or applicable. Moreover, the Company shall not deliver any certificates for Shares to Participant or any other person pursuant to this Agreement if doing so would be contrary to applicable law. If at any time the Company determines, in its discretion, that the listing, registration or qualification of Shares upon any national securities exchange or under any state or Federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable, the Company shall not be required to deliver any certificates for Shares to Participant or any other person pursuant to this Agreement unless and until such listing, registration, qualification, consent or approval has been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the Company. (b) The Shares received upon the expiration of the applicable portion of the Period of Restriction shall have been registered under the Securities Act of 1933, as amended (“Securities Act”). If Participant is an “affiliate” of the Company, as that term is defined in Rule 144 under the Securities Act (“Rule 144”), Participant may not sell the Shares received except in compliance with Rule 144. Certificates representing Shares issued to an “affiliate” of the Company may bear a legend setting forth such restrictions on the disposition or transfer of the Shares as the Company deems appropriate to comply with Federal and state securities laws. (c) If, at any time, the Shares are not registered under the Securities Act, and/or there is no current prospectus in effect under the Securities Act with respect to the Shares, Participant may be required to execute, prior to the delivery of any Shares to Participant by the Company pursuant to this Agreement, an agreement (in such form as the Company may specify) in which Participant represents and warrants that Participant is purchasing or acquiring the shares acquired under this Agreement for Participant’s own account, for investment only and not with a view to the sale or distribution thereof, and represents and agrees that any subsequent offer for sale or distribution of any kind of such Shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the Shares being offered or sold, or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption Participant shall, prior to any offer for sale of such Shares, obtain a prior favorable written opinion, in form and substance satisfactory to the Company, from counsel for or approved by the Company, as to the applicability of such exemption thereto.

Compliance with Laws and Regulations. (a) The Restricted Stock Performance Shares subject to this Award and the obligation of the Company to sell and deliver Shares or cash payments hereunder shall be subject in all respects to (i) all applicable Federal and state laws, rules and regulations regulations; and (ii) any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Committee shall, in its discretion, determine to be necessary or applicable. Moreover, the Company shall not deliver any certificates for Shares to the Participant or any other person pursuant to this Agreement if doing so would be contrary to applicable law. If at any time the Company determines, in its discretion, that the listing, registration or qualification of Shares upon any national securities exchange or under any state or Federal federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable, the Company shall not be required to deliver any certificates for Shares to the Participant or any other person pursuant to this Agreement unless and until such listing, registration, qualification, consent or approval has been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the Company. (b) The It is intended that any Shares received upon the expiration of the applicable portion of the Period of Restriction pursuant to this Agreement shall have been registered under the Securities Act of 1933, as amended (“Securities Act”). If the Participant is an “affiliate” of the Company, as that term is defined in Rule 144 under the Securities Act (“Rule 144”), the Participant may not sell the Shares received except in compliance with Rule 144. Certificates representing Shares issued to an “affiliate” of the Company may bear a legend setting forth such restrictions on the disposition or transfer of the Shares as the Company deems appropriate to comply with Federal federal and state securities laws. (c) If, If at any time, time the Shares are not registered under the Securities Act, and/or there is no current prospectus in effect under the Securities Act with respect to the Shares, the Participant may be required to shall execute, prior to the delivery of any Shares to the Participant by the Company pursuant to this Agreement, an agreement (in such form as the Company may specify) in which the Participant represents and warrants that the Participant is purchasing or acquiring the shares Shares acquired under this Agreement for the Participant’s own account, for investment only and not with a view to the sale resale or distribution thereof, and represents and agrees that any subsequent offer for sale or distribution of any kind of such Shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the Shares being offered or sold, ; or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption the Participant shall, prior to any offer for sale of such Shares, obtain a prior favorable written opinion, in form and substance satisfactory to the Company, from counsel for or approved by the Company, as to the applicability of such exemption thereto.

Compliance with Laws and Regulations. The Optionee represents and warrants to the Corporation that the services rendered by him to the Corporation shall under no circumstance include (a) The Restricted Stock any activities which could be deemed by the Securities and Exchange Commission ("SEC") to constitute investment banking or any other activities requiring the obligation Optionee to register as a broker-dealer under the Securities Exchange Act of 1934; (b) any activities which could be deemed by the Company SEC to sell be in connection with the offer or sale of securities; or (c) any activities which directly or indirectly promote or maintain a market for the Corporation's securities. By accepting this Option, the Optionee represents and deliver agrees for himself and his transferees by will or the laws of descent and distribution that, unless a registration statement under Securities Act of 1933 is in effect as to Shares hereunder purchased upon any exercise of this Option, (a) any and all Shares so purchased shall be subject acquired for his personal account and not with a view to or for sale in all respects to (i) all applicable Federal and state lawsconnection with distribution, rules and regulations and (iib) each notice of exercise of all or any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Committee portion of this Option shall, if the Option Committee so requests, be accompanied by a representation and warranty in its discretionwriting, determine signed by the person entitled to be necessary exercise the same, that the Shares are being so acquired in good faith for his or applicableher personal account and not with a view to or for sale in connection with any distribution. Moreover, the Company shall not deliver any No certificates for Shares purchased upon exercise of this Option shall be issued and delivered unless and until, in the opinion of legal counsel for the Corporation, such securities may be issued and delivered without causing the Corporation to Participant be in violation of or incur any liability under any federal, state or other securities law or any other person pursuant to this Agreement if doing so would be contrary to applicable lawrequirement of law or of any regulatory body having jurisdiction over the Corporation. If at any time Without limiting the Company determinesgenerality of the foregoing, in its discretion, the Optionee acknowledges and understands that the listing, registration or qualification of Shares upon any national securities exchange or under any state or Federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable, the Company shall not be required to deliver any certificates for Shares to Participant or any other person pursuant to this Agreement unless and until such listing, registration, qualification, consent or approval has been effected or obtained, or otherwise provided for, free of any conditions not acceptable subject to the Company. (b) The Shares received upon the expiration of the applicable portion of the Period of Restriction shall Options granted hereunder have not been registered under the Securities Act of 1933, as amended amended, or under the blue sky or securities laws of any state, that the Corporation has no obligation to so register any of such Shares and that, except to the extent the Shares are so registered, the Shares will be restricted securities and may be sold, transferred or otherwise disposed of only if an exemption from such registration is available. Unless the Shares have been so registered, there shall be noted conspicuously upon each stock certificate representing such Shares, the following statement: "The shares of stock represented by this certificate have not been registered under the Securities Act of 1933 (“Securities 1933 Act”). If Participant is ) nor under any applicable state securities act and may not be offered or sold except pursuant to (i) an “affiliate” of effective registration statement relating to such stock under the Company1933 Act and any applicable state securities act, as that term is defined in (ii) to the extent applicable, Rule 144 under the Securities 1933 Act (“Rule 144”), Participant may not sell the Shares received except in compliance with Rule 144. Certificates representing Shares issued or any similar rule under such act or acts relating to an “affiliate” of the Company may bear a legend setting forth such restrictions on the disposition or transfer of the Shares as the Company deems appropriate to comply with Federal and state securities laws. (c) If, at any time, the Shares are not registered under the Securities Act, and/or there is no current prospectus in effect under the Securities Act with respect to the Shares, Participant may be required to execute, prior to the delivery of any Shares to Participant by the Company pursuant to this Agreement, an agreement (in such form as the Company may specify) in which Participant represents and warrants that Participant is purchasing or acquiring the shares acquired under this Agreement for Participant’s own account, for investment only and not with a view to the sale or distribution thereof, and represents and agrees that any subsequent offer for sale or distribution of any kind of such Shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the Shares being offered or soldsecurities), or (iiiii) a specific exemption from the registration requirements an opinion of the Securities Act, but in claiming such exemption Participant shall, prior to any offer for sale of such Shares, obtain a prior favorable written opinion, in form and substance counsel satisfactory to the Company, Corporation that an exemption from counsel for registration under Act or approved by the Company, as to the applicability of such exemption theretoActs is available."

Compliance with Laws and Regulations. (a) The Restricted Stock and the obligation of the Company to sell and deliver Shares hereunder 1.1 All Transactions shall be subject to this Agreement and, in all respects respect of those Exchanges and/or Clearing Houses where the Transactions are processed, the constitution, rules, regulations, practices, procedures and administrative requirements, as amended from time to time of the relevant Exchange and/or Clearing House (iand in particular as regarding Transactions effected on SEHK the rules, regulations, practices, procedures and administrative requirements of SEHK and HKSCC) and to all applicable Federal laws whether imposed on the Client or the Broker, as amended from time to time. All Transactions shall also be subject to the terms of business of dealer or other persons who have been involved in the processing of the Transactions where the Broker deems fit. 1.2 Client whose Transactions are executed in markets other than those organized by SEHK may have a markedly different level and state lawstype of protection in relation to those Transactions as compared to the level and type of protection afforded by the rules, rules regulations, practices, procedures and regulations administrative requirements of SEHK and HKSCC. 1.3 The Client confirms that: (A) in the event of any conflict between (I) this Agreement and (iiII) any registrationconstitution, qualificationrules, approvals regulations, practices, procedures, administrative requirements of the relevant Exchange and/or Clearing House and laws (collectively the “Regulations”), the latter shall prevail; (B) the Broker may take or omit to take any action it considers fit in order to ensure compliance with the Regulations including without limitation, adjusting any Account, disregarding any unexecuted orders or rescinding any executed Transactions; (C) the Regulations as are so applicable and all such actions so taken shall be binding upon the Client; and (D) the Client shall be responsible for obtaining in advance and maintaining any governmental or other requirements imposed by consents required in connection with the Client's entering into of this Agreement or the Broker effecting any government or regulatory agency or body which the Committee shall, Transaction in its discretion, determine to be necessary or applicable. Moreover, the Company connection with this Agreement. 1.4 This Agreement shall not deliver operate insofar as it removes, excludes or restricts any certificates for Shares to Participant rights of the Client or obligations of the Broker under the laws of Hong Kong or any other person pursuant to this Agreement if doing so would be contrary to applicable relevant law. If at any time the Company determines, in its discretion, that the listing, registration provisions hereof are or qualification of Shares upon should become inconsistent with any national securities exchange present or under any state or Federal future law, rule or the consent or approval regulation of SEHK, HKSCC and/or any governmental regulatory body, is necessary or desirable, the Company shall not be required to deliver Exchange and/or any certificates for Shares to Participant Clearing House or any other person pursuant to this Agreement unless and until such listing, registration, qualification, consent relevant authority or approval has been effected or obtained, or otherwise provided for, free body having jurisdiction over the subject matter of any conditions not acceptable to the Company. (b) The Shares received upon the expiration of the applicable portion of the Period of Restriction shall have been registered under the Securities Act of 1933, as amended (“Securities Act”). If Participant is an “affiliate” of the Company, as that term is defined in Rule 144 under the Securities Act (“Rule 144”), Participant may not sell the Shares received except in compliance with Rule 144. Certificates representing Shares issued to an “affiliate” of the Company may bear a legend setting forth such restrictions on the disposition or transfer of the Shares as the Company deems appropriate to comply with Federal and state securities laws. (c) If, at any time, the Shares are not registered under the Securities Act, and/or there is no current prospectus in effect under the Securities Act with respect to the Shares, Participant may be required to execute, prior to the delivery of any Shares to Participant by the Company pursuant to this Agreement, an agreement (such provision shall be deemed to be rescinded or modified in accordance with any such form as the Company may specify) in which Participant represents and warrants that Participant is purchasing law, rule or acquiring the shares acquired under regulation. In all other respects this Agreement for Participant’s own account, for investment only shall continue and not with a view to the sale or distribution thereof, remain in full force and represents and agrees that any subsequent offer for sale or distribution of any kind of such Shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the Shares being offered or sold, or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption Participant shall, prior to any offer for sale of such Shares, obtain a prior favorable written opinion, in form and substance satisfactory to the Company, from counsel for or approved by the Company, as to the applicability of such exemption theretoeffect.

Compliance with Laws and Regulations. 1.1 All Transactions shall be subject to this Agreement and, in respect of those Exchanges and/or Clearing Houses where the Transactions are processed, the constitution, rules, regulations, practices, procedures and administrative requirements, as amended from time to time of the relevant Exchange and/or Clearing House (and in particular as regarding Transactions effected on SEHK the rules, regulations, practices, procedures and administrative requirements of SEHK and HKSCC) and to all applicable laws whether imposed on the Client or The Broker, as amended from time to time. All Transactions shall also be subject to the terms of business of dealer or other persons who have been involved in the processing of the Transactions where The Broker deems fit. 1.2 Client whose Transactions are executed in markets other than those organized by SEHK may have a markedly different level and type of protection in relation to those Transactions as compared to the level and type of protection afforded by the rules, regulations, practices, procedures and administrative requirements of SEHK and HKSCC. 1.3 The Client confirms that: (a) The Restricted Stock and in the obligation event of the Company to sell and deliver Shares hereunder shall be subject in all respects to any conflict between (i) all applicable Federal and state laws, rules and regulations this Agreement and (ii) any registrationconstitution, qualificationrules, approvals or other regulations, practices, procedures, administrative requirements imposed by any government or regulatory agency or body which of the Committee shall, in its discretion, determine to be necessary or applicable. Moreoverrelevant Exchange and/or Clearing House and laws (collectively the “Regulations”), the Company latter shall not deliver any certificates for Shares to Participant or any other person pursuant to this Agreement if doing so would be contrary to applicable law. If at any time the Company determines, in its discretion, that the listing, registration or qualification of Shares upon any national securities exchange or under any state or Federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable, the Company shall not be required to deliver any certificates for Shares to Participant or any other person pursuant to this Agreement unless and until such listing, registration, qualification, consent or approval has been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the Company.prevail; (b) The Shares received upon the expiration of the applicable portion of the Period of Restriction shall have been registered under the Securities Act of 1933, as amended (“Securities Act”). If Participant is an “affiliate” of the Company, as that term is defined Broker may take or omit to take any action it considers fit in Rule 144 under the Securities Act (“Rule 144”), Participant may not sell the Shares received except in order to ensure compliance with Rule 144. Certificates representing Shares issued to an “affiliate” of the Company may bear a legend setting forth such restrictions on the disposition Regulations including without limitation, adjusting any Account, disregarding any unexecuted orders or transfer of the Shares as the Company deems appropriate to comply with Federal and state securities laws.rescinding any executed Transactions; (c) Ifthe Regulations as are so applicable and all such actions so taken shall be binding upon the Client; and (d) the Client shall be responsible for obtaining in advance and maintaining any governmental or other consents required in connection with the Client’s entering into of this Agreement or The Broker effecting any Transaction in connection with this Agreement. 1.4 This Agreement shall not operate insofar as it removes, at excludes or restricts any time, rights of the Shares are not registered Client or obligations of The Broker under the Securities Actlaws of Hong Kong or any other relevant law. If any provisions hereof are or should become inconsistent with any present or future law, rule or regulation of SEHK, HKSCC and/or there is no current prospectus in effect under any Exchange and/ or any Clearing House or any other relevant authority or body having jurisdiction over the Securities Act with respect to the Shares, Participant may be required to execute, prior to the delivery subject matter of any Shares to Participant by the Company pursuant to this Agreement, an agreement (such provision shall be deemed to be rescinded or modified in accordance with any such form as the Company may specify) in which Participant represents and warrants that Participant is purchasing law, rule or acquiring the shares acquired under regulation. In all other respects this Agreement for Participant’s own account, for investment only shall continue and not with a view to the sale or distribution thereof, remain in full force and represents and agrees that any subsequent offer for sale or distribution of any kind of such Shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the Shares being offered or sold, or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption Participant shall, prior to any offer for sale of such Shares, obtain a prior favorable written opinion, in form and substance satisfactory to the Company, from counsel for or approved by the Company, as to the applicability of such exemption theretoeffect.

Compliance with Laws and Regulations. By accepting this Option, the Optionee represents and agrees for himself and his transferees by will or the laws of descent and distribution that, unless a registration statement under Securities Act of 1933 is in effect as to Shares purchased upon any exercise of this Option, (a) The Restricted Stock any and the obligation of the Company to sell and deliver all Shares hereunder so purchased shall be subject acquired for his personal account and not with a view to or for sale in all respects to (i) all applicable Federal and state lawsconnection with distribution, rules and regulations and (iib) each notice of exercise of all or any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Committee portion of this Option shall, if the Option Committee so requests, be accompanied by a representation and warranty in its discretionwriting, determine signed by the person entitled to be necessary exercise the same, that the Shares are being so acquired in good faith for his or applicableher personal account and not with a view to or for sale in connection with any distribution. Moreover, the Company shall not deliver any No certificates for Shares purchased upon exercise of this Option shall be issued and delivered unless and until, in the opinion of legal counsel for the Corporation, such securities may be issued and delivered without causing the Corporation to Participant be in violation of or incur any liability under any federal, state or other securities law or any other person pursuant to this Agreement if doing so would be contrary to applicable lawrequirement of law or of any regulatory body having jurisdiction over the Corporation. If at any time Without limiting the Company determinesgenerality of the foregoing, in its discretion, the Optionee acknowledges and understands that the listing, registration or qualification of Shares upon any national securities exchange or under any state or Federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable, the Company shall not be required to deliver any certificates for Shares to Participant or any other person pursuant to this Agreement unless and until such listing, registration, qualification, consent or approval has been effected or obtained, or otherwise provided for, free of any conditions not acceptable subject to the Company. (b) The Shares received upon the expiration of the applicable portion of the Period of Restriction shall Options granted hereunder have not been registered under the Securities Act of 1933, as amended amended, or under the blue sky or securities laws of any state, that the Corporation has no obligation to so register any of such Shares and that, except to the extent the Shares are so registered, the Shares will be restricted securities and may be sold, transferred or otherwise disposed of only if an exemption from such registration is available. Unless the Shares have been so registered, there shall be noted conspicuously upon each stock certificate representing such Shares, the following statement: The shares of stock represented by this certificate have not been registered under the Securities Act of 1933 (“Securities 1933 Act”). If Participant is ) nor under any applicable state securities act and may not be offered or sold except pursuant to (i) an “affiliate” of effective registration statement relating to such stock under the Company1933 Act and any applicable state securities act, as that term is defined in (ii) to the extent applicable, Rule 144 under the Securities 1933 Act (“Rule 144”), Participant may not sell the Shares received except in compliance with Rule 144. Certificates representing Shares issued or any similar rule under such act or acts relating to an “affiliate” of the Company may bear a legend setting forth such restrictions on the disposition or transfer of the Shares as the Company deems appropriate to comply with Federal and state securities laws. (c) If, at any time, the Shares are not registered under the Securities Act, and/or there is no current prospectus in effect under the Securities Act with respect to the Shares, Participant may be required to execute, prior to the delivery of any Shares to Participant by the Company pursuant to this Agreement, an agreement (in such form as the Company may specify) in which Participant represents and warrants that Participant is purchasing or acquiring the shares acquired under this Agreement for Participant’s own account, for investment only and not with a view to the sale or distribution thereof, and represents and agrees that any subsequent offer for sale or distribution of any kind of such Shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the Shares being offered or soldsecurities), or (iiiii) a specific exemption from the registration requirements an opinion of the Securities Act, but in claiming such exemption Participant shall, prior to any offer for sale of such Shares, obtain a prior favorable written opinion, in form and substance counsel satisfactory to the Company, Corporation that an exemption from counsel for registration under Act or approved by the Company, as to the applicability of such exemption theretoActs is available.

Compliance with Laws and Regulations. (a) The Restricted Stock Performance Shares subject to this Award and the obligation of the Company to sell and deliver Shares or cash payments hereunder shall be subject in all respects to (i) all applicable Federal and state laws, rules and regulations regulations; and (ii) any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Committee shall, in its discretion, determine to be necessary or applicable. Moreover, the Company shall not deliver any certificates for Shares to the Participant or any other person pursuant to this Agreement if doing so would be contrary to applicable law. If at any time the Company determines, in its discretion, that the listing, registration or qualification of Shares upon any national securities exchange or under any state or Federal federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable, the Company shall not be required to deliver any certificates for Shares to the Participant or any other person pursuant to this Agreement unless and until such listing, registration, qualification, consent or approval has been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the Company. (b) The It is intended that any Shares received upon the expiration of the applicable portion of the Period of Restriction pursuant to this Agreement shall have been registered under the Securities Act of 1933, as amended (“Securities Act”). If the Participant is an “affiliate” of the Company, as that term is defined in Rule 144 under the Securities Act (“Rule 144”), the Participant may not sell the Shares received except in compliance with Rule 144. Certificates representing Shares issued to an “affiliate” of the Company may bear a legend setting forth such restrictions on the disposition or transfer of the Shares as the Company deems appropriate to comply with Federal federal and state securities laws. (c) If, If at any time, time the Shares are not registered under the Securities Act, and/or there is no current prospectus in effect under the Securities Act with respect to the Shares, the Participant may be required to shall execute, prior to the delivery of any Shares to the Participant by the Company pursuant to this Agreement, an agreement (in such form as the Company may specify) in which the Participant represents and warrants that the Participant is purchasing or acquiring the shares Shares acquired under this Agreement for the Participant’s 's own account, for investment only and not with a view to the sale resale or distribution thereof, and represents and agrees that any subsequent offer for sale or distribution of any kind of such Shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the Shares being offered or sold, ; or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption the Participant shall, prior to any offer for sale of such Shares, obtain a prior favorable written opinion, in form and substance satisfactory to the Company, from counsel for or approved by the Company, as to the applicability of such exemption thereto.

Compliance with Laws and Regulations. (a) The Restricted Director understands that the grant, vesting and payments of the Deferred Stock Units under the Plan and the obligation issuance, transfer, assignment, sale, or other dealings of the Company to sell and deliver Shares hereunder shall be subject in all respects to compliance by the Company (iand its Subsidiaries or Affiliates) and the Director with all applicable Federal laws, rules, and state regulations. Furthermore, the Director agrees that he or she will not acquire Shares pursuant to the Plan except in compliance with all applicable laws, rules and regulations regulations. Any cross-border remittance made to transfer proceeds received upon the sale of Shares must be made through a locally authorized financial institution or registered foreign exchange agency and (ii) any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which may require the Committee shall, in its discretion, determine Director to be necessary or applicableprovide such entity with certain information regarding the transaction. Moreover, the Director understands and agrees that the future value of the underlying Shares is unknown and cannot be predicted with certainty and may decrease in value, even below the fair market value of the Shares on the date that the Deferred Stock Units were granted. The Director understands that the Company shall is not deliver responsible for any certificates for foreign exchange fluctuation between local currency and the United States Dollar or the selection by the Company in its sole discretion of an applicable foreign currency exchange rate that may affect the value of the Deferred Stock Units (or the calculation of income or Tax-Related Items thereunder). Notwithstanding anything else this Agreement, the Company reserves the right to impose other requirements on the Director’s participation in the Plan or on the Deferred Stock Units and any Shares to Participant acquired under the Plan, or take any other person pursuant action, to this Agreement if doing so would be contrary to applicable law. If at any time the extent the Company determines, in its discretion, that the listing, registration or qualification of Shares upon any national securities exchange or under any state or Federal law, or the consent or approval of any governmental regulatory body, determines it is necessary or desirableadvisable in order to comply with applicable law or to facilitate the administration of the Plan and to require the Director to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. The Director understands that the laws of the country in which he/she is residing at the time of grant, vesting or payment of the Deferred Stock Units (including any rules or regulations governing securities, foreign exchange, tax, labor or other matters) may restrict the Deferred Stock Units or may subject the Director to additional procedural or regulatory requirements he/she is solely responsible for and will have to independently fulfill in relation to the Deferred Stock Units. Such restrictions, procedures, requirements, terms, and conditions may be set forth (but are not limited to those) in the Country-Specific Addendum (the “Addendum”) attached hereto, which constitutes part of this Agreement. Notwithstanding any provision herein, the Company Director’s participation in the Plan shall not be required subject to deliver any certificates for Shares to Participant applicable special terms and conditions or any other person pursuant to this Agreement unless disclosures as set forth in the Addendum. The Director also understands and until such listingagrees that if he serves on the Board, registrationresides, qualification, consent or approval has been effected or obtainedmoves to, or otherwise provided for, free is or becomes subject to applicable laws or Company policies of any conditions not acceptable to the Company. (b) The Shares received upon the expiration of the applicable portion of the Period of Restriction shall have been registered under the Securities Act of 1933, as amended (“Securities Act”). If Participant is an “affiliate” of the Company, as that term is defined in Rule 144 under the Securities Act (“Rule 144”), Participant may not sell the Shares received except in compliance with Rule 144. Certificates representing Shares issued to an “affiliate” of the Company may bear a legend setting forth such restrictions on the disposition or transfer of the Shares as the Company deems appropriate to comply with Federal and state securities laws. (c) If, another jurisdiction at any time, certain country-specific notices, disclaimers and/or terms and conditions may apply to him as from the Shares are not registered under the Securities Actdate of grant, and/or there is no current prospectus in effect under the Securities Act with respect to the Shares, Participant may be required to execute, prior to the delivery of any Shares to Participant unless otherwise determined by the Company pursuant to this Agreement, an agreement (in such form as the Company may specify) in which Participant represents and warrants that Participant is purchasing or acquiring the shares acquired under this Agreement for Participant’s own account, for investment only and not with a view to the sale or distribution thereof, and represents and agrees that any subsequent offer for sale or distribution of any kind of such Shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the Shares being offered or sold, or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption Participant shall, prior to any offer for sale of such Shares, obtain a prior favorable written opinion, in form and substance satisfactory to the Company, from counsel for or approved by the Company, as to the applicability of such exemption theretoits sole discretion.

Compliance with Laws and Regulations. (a) The Restricted Stock Option and the obligation of the Company to sell and deliver Shares shares of Stock hereunder shall be subject in all respects to (i) all applicable Federal and state laws, rules and regulations and (ii) any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Committee shall, in its discretion, determine to be necessary or applicable. Moreover, the Company shall Option may not deliver any certificates for Shares to Participant be exercised if its exercise, or any other person the receipt of shares of Stock pursuant to this Agreement if doing so thereto, would be contrary to applicable law. If at any time the Company determines, in its discretion, that the listing, registration or qualification of Shares the shares of Stock hereunder upon any national securities exchange or under any state or Federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable, the Company shall not be required to deliver any certificates for Shares shares of Stock to the Participant or any other person pursuant to this Agreement unless and until such listing, registration, qualification, consent or approval has been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the Company. (b) The Shares shares of Stock received upon the expiration exercise of the applicable portion of the Period of Restriction Option shall have been registered under the Securities Act of 1933, as amended 1933 (“Securities Act”). If the Participant is an “affiliate” of the Company, as that term is defined in Rule 144 under the Securities Act (“Rule 144”), the Participant may not sell the Shares shares of Stock received except in compliance with Rule 144. Certificates representing Shares shares of Stock issued to an “affiliate” of the Company may bear a legend setting forth such restrictions on the disposition or transfer of the Shares as the Company deems appropriate to comply with Federal and state securities laws. (c) If, If at any timethe time of exercise of all or part of the Option, the Shares shares of Stock to be issued pursuant to the Option are not registered under the Securities Act, and/or there is no current prospectus in effect under the Securities Act with respect to such shares, the Shares, Participant may be required to shall execute, prior to the delivery of any Shares such shares to the Participant by the Company pursuant to this Agreement, an agreement (in such form as the Company may specify) in which the Participant represents and warrants that the Participant is purchasing or acquiring the shares acquired under this Agreement for the Participant’s own account, for investment only and not with a view to the sale resale or distribution thereof, and represents and agrees that any subsequent offer for sale or distribution of any kind of such Shares shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the Shares shares being offered or sold, or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption the Participant shall, prior to any offer for sale of such Sharesshares, obtain a prior favorable written opinion, in form and substance satisfactory to the Company, from counsel for or approved by the Company, as to the applicability of such exemption thereto.

Compliance with Laws and Regulations. (a) The Restricted Stock Performance Shares subject to this Award and the obligation of the Company to sell and deliver Shares or cash payments hereunder shall be subject in all respects to (i) all applicable Federal federal and state laws, rules and regulations regulations; and (ii) any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Committee shall, in its discretion, determine to be necessary or applicable. Moreover, the Company shall not deliver any certificates for Shares to the Participant or any other person pursuant to this Agreement if doing so would be contrary to applicable law. If at any time the Company determines, in its discretion, that the listing, registration or qualification of Shares upon any national securities exchange or under any state or Federal federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable, the Company shall not be required to deliver any certificates for Shares to the Participant or any other person pursuant to this Agreement unless and until such listing, registration, qualification, consent or approval has been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the Company. (b) The It is intended that any Shares received upon the expiration of the applicable portion of the Period of Restriction pursuant to this Agreement shall have been registered under the Securities Act of 1933, as amended (“Securities Act”). If the Participant is an “affiliate” of the Company, as that term is defined in Rule 144 under the Securities Act (“Rule 144”), the Participant may not sell the Shares received except in compliance with Rule 144. Certificates representing Shares issued to an “affiliate” of the Company may bear a legend setting forth such restrictions on the disposition or transfer of the Shares as the Company deems appropriate to comply with Federal federal and state securities laws. (c) If, If at any time, time the Shares are not registered under the Securities Act, and/or there is no current prospectus in effect under the Securities Act with respect to the Shares, the Participant may be required to shall execute, prior to the delivery of any Shares to the Participant by the Company pursuant to this Agreement, an agreement (in such form as the Company may specify) in which the Participant represents and warrants that the Participant is purchasing or acquiring the shares Shares acquired under this Agreement for the Participant’s 's own account, for investment only and not with a view to the sale resale or distribution thereof, and represents and agrees that any subsequent offer for sale or distribution of any kind of such Shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the Shares being offered or sold, ; or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption the Participant shall, prior to any offer for sale of such Shares, obtain a prior favorable written opinion, in form and substance satisfactory to the Company, from counsel for or approved by the Company, as to the applicability of such exemption thereto.

Compliance with Laws and Regulations. By accepting this Option, the Optionee represents and agrees for himself and his transferees by will or the laws of descent and distribution that, unless a registration statement under Securities Act of 1933 is in effect as to Shares purchased upon any exercise of this Option, (a) The Restricted Stock any and the obligation of the Company to sell and deliver all Shares hereunder so purchased shall be subject acquired for his personal account and not with a view to or for sale in all respects to (i) all applicable Federal and state lawsconnection with distribution, rules and regulations and (iib) each notice of exercise of all or any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Committee portion of this Option shall, if the Option Committee so requests, be accompanied by a representation and warranty in its discretionwriting, determine signed by the person entitled to be necessary exercise the same, that the Shares are being so acquired in good faith for his or applicableher personal account and not with a view to or for sale in connection with any distribution. Moreover, the Company shall not deliver any No certificates for Shares purchased upon exercise of this Option shall be issued and delivered unless and until, in the opinion of legal counsel for the Corporation, such securities may be issued and delivered without causing the Corporation to Participant be in violation of or incur any liability under any federal, state or other securities law or any other person pursuant to this Agreement if doing so would be contrary to applicable lawrequirement of law or of any regulatory body having jurisdiction over the Corporation. If at any time Without limiting the Company determinesgenerality of the foregoing, in its discretion, the Optionee acknowledges and understands that the listing, registration or qualification of Shares upon any national securities exchange or under any state or Federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable, the Company shall not be required to deliver any certificates for Shares to Participant or any other person pursuant to this Agreement unless and until such listing, registration, qualification, consent or approval has been effected or obtained, or otherwise provided for, free of any conditions not acceptable subject to the Company. (b) The Shares received upon the expiration of the applicable portion of the Period of Restriction shall Options granted hereunder have not been registered under the Securities Act of 1933, as amended amended, or under the blue sky or securities laws of any state, that the Corporation has no obligation to so register any of such Shares and that, except to the extent the Shares are so registered, the Shares will be restricted securities and may be sold, transferred or otherwise disposed of only if an exemption from such registration is available. Unless the Shares have been so registered, there shall be noted conspicuously upon each stock certificate representing such Shares, the following statement: The shares of stock represented by this certificate have not been Registered under the Securities Act of 1933 (“Securities 1933 Act”). If Participant is ) nor under any applicable state securities act and may not be offered or sold except pursuant to (i) an “affiliate” of effective registration statement relating to such stock under the Company1933 Act and any applicable state securities act, as that term is defined in (ii) to the extent applicable, Rule 144 under the Securities 1933 Act (“Rule 144”), Participant may not sell the Shares received except in compliance with Rule 144. Certificates representing Shares issued or any similar rule under such act or acts relating to an “affiliate” of the Company may bear a legend setting forth such restrictions on the disposition or transfer of the Shares as the Company deems appropriate to comply with Federal and state securities laws. (c) If, at any time, the Shares are not registered under the Securities Act, and/or there is no current prospectus in effect under the Securities Act with respect to the Shares, Participant may be required to execute, prior to the delivery of any Shares to Participant by the Company pursuant to this Agreement, an agreement (in such form as the Company may specify) in which Participant represents and warrants that Participant is purchasing or acquiring the shares acquired under this Agreement for Participant’s own account, for investment only and not with a view to the sale or distribution thereof, and represents and agrees that any subsequent offer for sale or distribution of any kind of such Shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the Shares being offered or soldsecurities), or (iiiii) a specific exemption from the registration requirements an opinion of the Securities Act, but in claiming such exemption Participant shall, prior to any offer for sale of such Shares, obtain a prior favorable written opinion, in form and substance counsel satisfactory to the Company, Corporation that an exemption from counsel for registration under Act or approved by the Company, as to the applicability of such exemption theretoActs is available.

Compliance with Laws and Regulations. (a) 4.1 The Restricted Stock Company accepts and shall ensure that it and its Group Members shall accept that Intertrust may take whatever steps Intertrust considers appropriate to comply with the obligation of Compliance Rules. 4.2 The Company accepts and shall ensure that it and its Group Members shall accept and commit to provide Intertrust from time to time with all documents and information with respect to the Company to sell and deliver Shares hereunder shall be subject in all respects to (i) all applicable Federal and state laws, rules and regulations and (ii) any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Committee shall, in its discretion, determine to be necessary or applicable. Moreover, the Company shall not deliver any certificates for Shares to Participant or any other person pursuant to this Agreement if doing so would be contrary to applicable law. If at any time the Company determines, in of its discretion, Group Members that the listing, registration Intertrust is or qualification of Shares upon any national securities exchange or under any state or Federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable, the Company shall not may be required to deliver any certificates for Shares collect, maintain, update or use to Participant or any other person pursuant to this satisfy all relevant obligations in connection with the Services provided under the Agreement unless and until such listing, registration, qualification, consent or approval has been effected or obtained, or otherwise provided forrequired by the Compliance Rules, free as well as all documents and information allowing Intertrust to determine the volume and nature of any conditions not acceptable the transactions entered into by the Company or in relation to the Services and to fulfil its obligations under the Agreement. Any reasonable costs or expenses incurred by Intertrust in connection with this paragraph 4.2 shall be for the account of the Company. (b) The Shares received upon the expiration of the applicable portion of the Period of Restriction 4.3 Intertrust shall have been registered under the Securities Act of 1933, as amended (“Securities Act”). If Participant is an “affiliate” of be authorised to answer any question and provide any information or documentation available to it regarding the Company, as that term is defined in Rule 144 under the Securities Act (“Rule 144”)its Group Members, Participant may not sell the Shares received except in compliance with Rule 144. Certificates representing Shares issued to an “affiliate” of the Company may bear a legend setting forth such restrictions on the disposition structure or transfer of the Shares as the Company deems appropriate to comply with Federal and state securities laws. (c) If, at any time, the Shares are not registered under the Securities Act, and/or there is no current prospectus in effect under the Securities Act with respect to the Shares, Participant may be required to execute, prior to the delivery of any Shares to Participant by the Company pursuant to this Agreement, an agreement (in such form as the Company may specify) in which Participant represents and warrants that Participant is purchasing or acquiring the shares acquired under this Agreement for Participant’s own account, for investment only and not with a view to the sale or distribution thereof, and represents and agrees that any subsequent offer for sale or distribution of any kind of such Shares shall be made only pursuant to either transaction (i) to any tax or other governmental authority if there is a registration statement on an appropriate form under the Securities Actstatutory obligation to do so, which registration statement has become effective and is current with regard to the Shares being offered or sold, or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption Participant shall, prior to any offer regulatory or self-regulatory body authorised to control compliance with the Applicable Law, (iii) in accordance with the Compliance Rules or (iv) if Intertrust in its reasonable opinion believes that this is necessary or desirable for sale compliance with any applicable law or regulation or for defending the Company or Intertrust against any complaint or claim, whether on a statutory law, contract law, tax law, or criminal law basis. 4.4 Each of such Shares, obtain a prior favorable written opinion, in form Intertrust and substance satisfactory to the Company, from counsel for the latter also on behalf of its Group Members, hereby represents, warrants and covenants, that it shall not at any time engage in (i) any act or approved by practice that would, directly or indirectly, contravene any anti-corruption act or regulation or any similar law applicable in any jurisdiction in which it engages in any activity, that prohibits bribery, money laundering or payments to public officials or private individuals, including, without limitation, any policies of any governmental or quasi-governmental agency implementing or enforcing the Company, as to the applicability of such exemption thereto.foregoing nor

Compliance with Laws and Regulations. By accepting this Option, the Optionee represents and agrees for himself and his transferees by will or the laws of descent and distribution that, unless a registration statement under Securities Act of 1933 is in effect as to shares purchased upon any exercise of this Option, (a) The Restricted Stock any and the obligation of the Company to sell and deliver Shares hereunder all shares so purchased shall be subject acquired for his personal account and not with a view to or for sale in all respects to (i) all applicable Federal and state lawsconnection with distribution, rules and regulations and (iib) each notice of exercise of all or any registrationportion of this Option shall, qualificationif the Board of Directors so requests, approvals be accompanied by a representation and warranty in writing, signed by the person entitled to exercise the same, that the shares are being so acquired in good faith for his or her personal account and not with a view to or for sale in connection with any distribution. No certificates for shares purchased upon exercise of this Option shall be issued and delivered unless and until, in the opinion of legal counsel for the Corporation, such securities may be issued and delivered without causing the Corporation to be in violation of or incur any liability under any federal, state or other requirements imposed by any government or regulatory agency or body which the Committee shall, in its discretion, determine to be necessary or applicable. Moreover, the Company shall not deliver any certificates for Shares to Participant securities law or any other person pursuant to this Agreement if doing so would be contrary to applicable lawrequirement of law or of any regulatory body having jurisdiction over the Corporation. If at any time Without limiting the Company determinesgenerality of the foregoing, in its discretion, the Optionee acknowledges and understands that the listing, registration or qualification of Shares upon any national securities exchange or under any state or Federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable, the Company shall not be required to deliver any certificates for Shares to Participant or any other person pursuant to this Agreement unless and until such listing, registration, qualification, consent or approval has been effected or obtained, or otherwise provided for, free of any conditions not acceptable shares subject to the Company. (b) The Shares received upon the expiration of the applicable portion of the Period of Restriction shall Options granted hereunder have not been registered under the Securities Act of 1933, as amended amended, or under the blue sky or securities laws of any state, that the Corporation has no obligation to so register any of such shares and that, except to the extent the shares are so registered, the shares will be restricted securities and may be sold, transferred or otherwise disposed of only if an exemption from such registration is available. Unless the shares have been so registered, there shall be noted conspicuously upon each stock certificate representing such shares, the following statement: The shares of stock represented by this certificate have not been registered under the Securities Act of 1933 (“Securities 1933 Act”). If Participant is ) nor under any applicable state securities act and may not be offered or sold except pursuant to (i) an “affiliate” of effective registration statement relating to such stock under the Company1933 Act and any applicable state securities act, as that term is defined in (ii) to the extent applicable, Rule 144 under the Securities 1933 Act (“Rule 144”), Participant may not sell the Shares received except in compliance with Rule 144. Certificates representing Shares issued or any similar rule under such act or acts relating to an “affiliate” of the Company may bear a legend setting forth such restrictions on the disposition or transfer of the Shares as the Company deems appropriate to comply with Federal and state securities laws. (c) If, at any time, the Shares are not registered under the Securities Act, and/or there is no current prospectus in effect under the Securities Act with respect to the Shares, Participant may be required to execute, prior to the delivery of any Shares to Participant by the Company pursuant to this Agreement, an agreement (in such form as the Company may specify) in which Participant represents and warrants that Participant is purchasing or acquiring the shares acquired under this Agreement for Participant’s own account, for investment only and not with a view to the sale or distribution thereof, and represents and agrees that any subsequent offer for sale or distribution of any kind of such Shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the Shares being offered or soldsecurities), or (iiiii) a specific exemption from the registration requirements an opinion of the Securities Act, but in claiming such exemption Participant shall, prior to any offer for sale of such Shares, obtain a prior favorable written opinion, in form and substance counsel satisfactory to the Company, Corporation that an exemption from counsel for registration under Act or approved by the Company, as to the applicability of such exemption theretoActs is available.

Compliance with Laws and Regulations. (a) If the Participant is an “affiliate” of the Company, as that term is defined in Rule 144 (“Rule 144”) under the Securities Act of 1933, as amended (the “Securities Act”), the Participant may not sell any shares of Common Stock received upon settlement of the Units unless in compliance with Rule 144. Further, the Participant’s subsequent sale of any shares of Common Stock received upon the settlement of Units will be subject to any market blackout-period that may be imposed by the Company and must comply with the Company’s xxxxxxx xxxxxxx policies and any other applicable securities laws. The Restricted Participant acknowledges and agrees that, prior to the sale of any shares of Common Stock acquired hereunder, it is the Participant’s responsibility to determine whether or not such sale of such Common Stock will subject the Participant to liability under xxxxxxx xxxxxxx rules or other applicable federal securities laws. (b) The Units and the obligation of the Company to sell and deliver Shares shares of Common Stock hereunder shall will be subject in all respects to (i) all applicable Federal federal and state laws, rules and regulations and (ii) any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Committee shallAdministrator may, in its discretion, determine to be necessary or applicable. Moreover, the Company shall will not deliver issue any certificates for Shares shares of Common Stock to the Participant or any other person pursuant to this Agreement if doing so would be contrary to applicable law. If at any time the Company determines, in its discretion, that the listing, registration or qualification of Shares the Common Stock upon any national securities exchange or under any state or Federal federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable, the Company shall will not be required to deliver issue any certificates for Shares shares of Common Stock to the Participant or any other person pursuant to this Agreement unless and until such listing, registration, qualification, consent or approval has been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the Company. (b) The Shares received upon the expiration of the applicable portion of the Period of Restriction shall have been registered under the Securities Act of 1933, as amended (“Securities Act”). If Participant is an “affiliate” of the Company, as that term is defined in Rule 144 under the Securities Act (“Rule 144”), Participant may not sell the Shares received except in compliance with Rule 144. Certificates representing Shares issued to an “affiliate” of the Company may bear a legend setting forth such restrictions on the disposition or transfer of the Shares as the Company deems appropriate to comply with Federal and state securities laws. (c) If, at any time, the Shares are not registered under the Securities Act, and/or there is no current prospectus in effect under the Securities Act with respect to the Shares, Participant may be required to execute, prior to the delivery of any Shares to Participant by the Company pursuant to this Agreement, an agreement (in such form as the Company may specify) in which Participant represents and warrants that Participant is purchasing or acquiring the shares acquired under this Agreement for Participant’s own account, for investment only and not with a view to the sale or distribution thereof, and represents and agrees that any subsequent offer for sale or distribution of any kind of such Shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the Shares being offered or sold, or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption Participant shall, prior to any offer for sale of such Shares, obtain a prior favorable written opinion, in form and substance satisfactory to the Company, from counsel for or approved by the Company, as to the applicability of such exemption thereto.

Compliance with Laws and Regulations. (a) The Restricted Stock exercise of this option and the obligation issuance of the Company to sell and deliver Option Shares hereunder upon such exercise shall be subject in all respects to (i) compliance by the Company and Optionee with all applicable Federal requirements of law relating thereto and state laws, rules and with all applicable regulations and (ii) of any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body stock exchange on which the Committee shall, in its discretion, determine to Common Stock may be necessary or applicable. Moreover, listed for trading at the Company shall not deliver any certificates for Shares to Participant or any other person pursuant to this Agreement if doing so would be contrary to applicable law. If at any time the Company determines, in its discretion, that the listing, registration or qualification of Shares upon any national securities exchange or under any state or Federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable, the Company shall not be required to deliver any certificates for Shares to Participant or any other person pursuant to this Agreement unless such exercise and until such listing, registration, qualification, consent or approval has been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the Companyissuance. (b) The Shares received upon the expiration inability of the applicable portion Company to obtain approval from any regulatory body having authority deemed by the Company to be necessary to the lawful issuance and sale of any Common Stock pursuant to this option shall relieve the Company of any liability with respect to the non-issuance or sale of the Period Common Stock as to which such approval shall not have been obtained. The Company, however, shall use its best efforts to obtain all such approvals. (c) Upon exercise of Restriction shall this option, the Option Shares will not have been registered under the Securities Act of 1933, as amended (“"1933 Act"), and will be issued to Optionee in reliance upon an exemption from such registration provided by the rules and regulations of the Securities Act”and Exchange Commission ("SEC"). If Participant is an “affiliate” of Optionee hereby confirms that Optionee has been informed that the Company, as that term is defined in Rule 144 Option Shares are restricted securities under the Securities 1933 Act (“Rule 144”), Participant and may not sell be resold or transferred unless the Shares received except in compliance with Rule 144. Certificates representing Shares issued to an “affiliate” of the Company may bear a legend setting forth such restrictions on the disposition or transfer of the Shares as the Company deems appropriate to comply with Federal and state securities laws. (c) If, at any time, the Option Shares are not first registered under the Securities ActFederal securities laws or unless an exemption from such registration is available. Accordingly, and/or there Optionee hereby acknowledges that Optionee is no current prospectus in effect prepared to hold the Option Shares for an indefinite period and that Optionee is aware that SEC Rule 144 issued under the Securities 1933 Act with respect which exempts certain resales of unrestricted securities is not presently available to exempt the Shares, Participant may be required to execute, prior to resale of the delivery of any Option Shares to Participant by the Company pursuant to this Agreement, an agreement (in such form as the Company may specify) in which Participant represents and warrants that Participant is purchasing or acquiring the shares acquired under this Agreement for Participant’s own account, for investment only and not with a view to the sale or distribution thereof, and represents and agrees that any subsequent offer for sale or distribution of any kind of such Shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the Shares being offered or sold, or (ii) a specific exemption from the registration requirements of the Securities 1933 Act, but in claiming such exemption Participant shall, prior . (d) Optionee shall make no disposition of the Option Shares (other than a Permitted Transfer) unless and until there is compliance with all of the following requirements: (i) Optionee shall have provided the Company with a written summary of the terms and conditions of the proposed disposition. (ii) Optionee shall have complied with all requirements of this Agreement applicable to any offer for sale the disposition of such the Option Shares, obtain a prior favorable . (iii) Optionee shall have provided the Company with written opinionassurances, in form and substance satisfactory to the Company, that (a) the proposed disposition does not require registration of the Option Shares under the 1933 Act or (b) all appropriate action necessary for compliance with the registration requirements of the 1933 Act or any exemption from counsel for registration available under the 1933 Act (including Rule 144) has been taken. The Company shall not be required (i) to transfer on its books any --- Option Shares which have been sold or approved by transferred in violation of the Companyprovisions of this Agreement or (ii) to treat as the owner of the Option Shares, as or -- otherwise to accord voting, dividend or liquidation rights to, any transferee to whom the applicability Option Shares have been transferred in contravention of such exemption theretothis Agreement.

Compliance with Laws and Regulations. (a) A. The Restricted issuance of shares of Stock pursuant to the Award shall be subject to compliance by the Company and Participant with all applicable requirements of law relating thereto and with all applicable regulations of any stock exchange on which the Stock may be listed for trading at the time of such issuance. This Agreement and the obligation Award shall be subject to any required approvals by any governmental or regulatory agencies. This award of RSUs shall also be subject to any applicable clawback or recoupment policies, share trading policies, and other policies that may be implemented by the Board from time to time in accordance with applicable law. B. The inability of the Company to sell and deliver Shares hereunder shall be subject in all respects to (i) all applicable Federal and state laws, rules and regulations and (ii) obtain approval from any registration, qualification, approvals or other requirements imposed regulatory body having authority deemed by any government or regulatory agency or body which the Committee shall, in its discretion, determine Company to be necessary or applicable. Moreover, to the Company shall not deliver lawful issuance and sale of any certificates for Shares to Participant or any other person Stock pursuant to this Agreement if doing so would be contrary to applicable law. If at any time Award shall relieve the Company determines, in its discretion, that the listing, registration or qualification of Shares upon any national securities exchange or under any state or Federal law, or the consent or approval of any governmental regulatory body, is necessary liability with respect to the non-issuance or desirable, sale of the Company Stock as to which such approval shall not be required have been obtained. The Company, however, shall use its best efforts to deliver any certificates for Shares to Participant or any other person pursuant to this Agreement unless and until obtain all such listing, registration, qualification, consent or approval has been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the Companyapprovals. (b) C. The Shares received upon the expiration Award and underlying shares of the applicable portion of the Period of Restriction shall Stock have not been registered under the Securities 1933 Act and are being issued to Participant in reliance upon the exemption from such registration provided by SEC Rule 701 for share issuances under compensatory benefit plans such as the Plan. Participant hereby confirms that Participant has been informed that the shares of 1933, as amended (“Securities Act”). If Participant is an “affiliate” of the Company, as that term is defined in Rule 144 Stock are restricted securities under the Securities 1933 Act (“Rule 144”), Participant and may not sell be resold or transferred in the Shares received except in compliance with Rule 144. Certificates representing Shares issued to an “affiliate” United States unless the shares of the Company may bear a legend setting forth such restrictions on the disposition or transfer of the Shares as the Company deems appropriate to comply with Federal and state securities laws. (c) If, at any time, the Shares Stock are not first registered under the Securities Act, and/or there Federal securities laws or unless an exemption from such registration is no current prospectus in effect under the Securities Act with respect to the Sharesavailable. Accordingly, Participant may be required to execute, prior to the delivery of any Shares to Participant by the Company pursuant to this Agreement, an agreement (in such form as the Company may specify) in which Participant represents and warrants hereby acknowledges that Participant is purchasing or acquiring the shares acquired under this Agreement for Participant’s own account, for investment purposes only and not with a view to resale in the sale or distribution thereof, United States and represents and agrees that any subsequent offer for sale or distribution of any kind of such Shares shall be made only pursuant to either (i) a registration statement on an appropriate form Participant is aware that SEC Rule 144 issued under the Securities Act, 1933 Act which registration statement has become effective and exempts certain resales of unrestricted securities is current with regard not presently available to exempt the Shares being offered or sold, or (ii) a specific exemption resale of the shares in the United States from the registration requirements of the Securities 1933 Act, but in claiming such exemption Participant shall, prior to any offer for sale of such Shares, obtain a prior favorable written opinion, in form and substance satisfactory to the Company, from counsel for or approved by the Company, as to the applicability of such exemption thereto.

Compliance with Laws and Regulations. (a) The Restricted Stock None of Pavilion, any of the Subsidiaries nor their respective properties is a party to or subject to any order, judgment, decree, agreement, memorandum of understanding or similar arrangement with, or a commitment letter or similar submission to, or extraordinary supervisory letter from, any court or federal or state governmental agency or authority, including any such agency or authority charged with the supervision or regulation of financial institutions (or their holding companies) or issuers of securities (including, without limitation, the OFIS, Federal Reserve, the FDIC, and the obligation SEC) or the supervision or regulation of Pavilion or any of the Company to sell and deliver Shares hereunder shall be subject in all respects to Subsidiaries (i) all applicable Federal and state lawscollectively, rules and regulations and the “Regulatory Authorities”). Neither Pavilion nor any of the Subsidiaries has been advised by any Regulatory Authority that such Regulatory Authority is contemplating issuing or requesting (iior is considering the appropriateness of issuing or requesting) any registrationnew or additional order, qualificationjudgment, approvals decree, agreement, memorandum of understanding, commitment letter, supervisory letter or other requirements imposed by any government or regulatory agency or body which the Committee shall, in its discretion, determine to be necessary or applicable. Moreover, the Company shall not deliver any certificates for Shares to Participant or any other person pursuant to this Agreement if doing so would be contrary to applicable law. If at any time the Company determines, in its discretion, that the listing, registration or qualification of Shares upon any national securities exchange or under any state or Federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable, the Company shall not be required to deliver any certificates for Shares to Participant or any other person pursuant to this Agreement unless and until such listing, registration, qualification, consent or approval has been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the Companysimilar submission. (b) The Shares received upon Each of Pavilion and the expiration of the applicable portion of the Period of Restriction shall have Subsidiaries has been registered under the Securities Act of 1933, as amended (“Securities Act”). If Participant is an “affiliate” of the Company, as that term is defined in Rule 144 under the Securities Act (“Rule 144”), Participant may not sell the Shares received except in compliance with Rule 144. Certificates representing Shares issued all applicable federal, state, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders or decrees applicable thereto or to an “affiliate” of the Company may bear employees conducting such business, including, without limitation, the Equal Credit Opportunity Act, as amended, the Fair Housing Act, as amended, the Federal Community Reinvestment Act, as amended, the Home Mortgage Disclosure Act, as amended, the Bank Secrecy Act, as amended, the USA Patriot Act, and all other applicable fair lending laws and other laws relating to discriminatory business practices, except for failures to be in compliance which, individually or in the aggregate, have not had or would not reasonably be expected to have a legend setting forth such restrictions material adverse effect on the disposition or transfer of the Shares as the Company deems appropriate to comply with Federal and state securities lawsPavilion on a consolidated basis. (c) IfEach of Pavilion and the Subsidiaries has all permits, at licenses, authorizations, orders and approvals of, and has made all filings, applications and registrations with, each Regulatory Authority and administrative agency or commission or other federal, state or local government authority or instrumentality (each, a “Governmental Authority”) that is required in order to permit it to own or lease its properties and to conduct its business as presently conducted, except where the failure to obtain any timeof the foregoing or to make any such filing, application or registration has not had or would not reasonably be expected to have a material adverse effect on Pavilion on a consolidated basis; and all such permits, licenses, certificates of authority, orders and approvals are in full force and effect and no suspension or cancellation of any of them has been threatened in writing. (d) The savings accounts and deposits of Lenawee are insured up to applicable limits by the Shares are not registered under FDIC in accordance with the Securities Federal Deposit Insurance Act, and/or there is no current prospectus in effect under the Securities Act with respect to the Shares, Participant may be and Lenawee has paid all assessments and filed all reports required to execute, prior to the delivery of any Shares to Participant by the Company pursuant to this Agreement, an agreement (in such form as the Company may specify) in which Participant represents Federal Deposit Insurance Act and warrants that Participant is purchasing or acquiring the shares acquired under this Agreement for Participant’s own account, for investment only and not with a view to the sale or distribution thereof, and represents and agrees that any subsequent offer for sale or distribution of any kind of such Shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the Shares being offered or sold, or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption Participant shall, prior to any offer for sale of such Shares, obtain a prior favorable written opinion, in form and substance satisfactory to the Company, from counsel for or approved by the Company, as to the applicability of such exemption theretoBHCA.

Compliance with Laws and Regulations. (a) The Restricted Stock Units and the obligation of the Company to sell and deliver Shares or cash payments hereunder shall be subject in all respects to (i) all applicable Federal and state laws, rules and regulations regulations; and (ii) any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Committee shall, in its discretion, determine to be necessary or applicable. Moreover, the Company shall not deliver any certificates for Shares to the Participant or any other person pursuant to this Agreement if doing so would be contrary to applicable law. If at any time the Company determines, in its discretion, that the listing, registration or qualification of Shares upon any national securities exchange or under any state or Federal federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable, the Company shall not be required to deliver any certificates for Shares to the Participant or any other person pursuant to this Agreement unless and until such listing, registration, qualification, consent or approval has been effected or obtained, or otherwise provided forfor , free of any conditions not acceptable to the Company. (b) The It is intended that any Shares received upon the expiration of the applicable portion of the Period of Restriction shall have been registered under the Securities Act of 1933, as amended (“Securities Act”). If the Participant is an “affiliate” of the Company, as that term is defined in Rule 144 under the Securities Act (“Rule 144”), the Participant may not sell the Shares received except in compliance with Rule 144. Certificates representing Shares issued to an “affiliate” of the Company may bear a legend setting forth such restrictions on the disposition or transfer of the Shares as the Company deems appropriate to comply with Federal federal and state securities laws. (c) If, If at any time, time the Shares are not registered under the Securities Act, and/or there is no current prospectus in effect under the Securities Act with respect to the Shares, the Participant may be required to shall execute, prior to the delivery of any Shares to the Participant by the Company pursuant to this Agreement, an agreement (in such form as the Company may specify) in which the Participant represents and warrants that the Participant is purchasing or acquiring the shares Shares acquired under this Agreement for the Participant’s own account, for investment only and not with a view to the sale resale or distribution thereof, and represents and agrees that any subsequent offer for sale or distribution of any kind of such Shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the Shares being offered or sold, ; or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption the Participant shall, prior to any offer for sale of such Shares, obtain a prior favorable written opinion, in form and substance satisfactory to the Company, from counsel for or approved by the CompanyCompany , as to the applicability of such exemption thereto.

Compliance with Laws and Regulations. (a) The Restricted Director understands that the grant, vesting and payments of the Deferred Stock Units under the Plan and the obligation issuance, transfer, assignment, sale, or other dealings of the Company to sell and deliver Shares hereunder shall be subject in all respects to compliance by the Company (iand its Subsidiaries or Affiliates) and the Director with all applicable Federal laws, rules, and state regulations. Furthermore, the Director agrees that he or she will not acquire Shares pursuant to the Plan except in compliance with all applicable laws, rules and regulations regulations. Any cross-border remittance made to transfer proceeds received upon the sale of Shares must be made through a locally authorized financial institution or registered foreign exchange agency and (ii) any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which may require the Committee shall, in its discretion, determine Director to be necessary or applicableprovide such entity with certain information regarding the transaction. Moreover, the Director understands and agrees that the future value of the underlying Shares is unknown and cannot be predicted with certainty and may decrease in value, even below the fair market value of the Shares on the date that the Deferred Stock Units were granted. The Director understands that the Company shall is not deliver responsible for any certificates for foreign exchange fluctuation between local currency and the United States Dollar or the selection by the Company in its sole discretion of an applicable foreign currency exchange rate that may affect the value of the Deferred Stock Units (or the calculation of income or Tax-Related Items thereunder). Notwithstanding anything else this Agreement, the Company reserves the right to impose other requirements on the Director’s participation in the Plan or on the Deferred Stock Units and any Shares to Participant acquired under the Plan, or take any other person pursuant action, to this Agreement if doing so would be contrary to applicable law. If at any time the extent the Company determines, in its discretion, that the listing, registration or qualification of Shares upon any national securities exchange or under any state or Federal law, or the consent or approval of any governmental regulatory body, determines it is necessary or desirableadvisable in order to comply with applicable law or to facilitate the administration of the Plan and to require the Director to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. The Director understands that the laws of the country in which he/she is residing at the time of grant, vesting or payment of the Deferred Stock Units (including any rules or regulations governing securities, foreign exchange, tax, labor or other matters) may restrict the Deferred Stock Units or may subject the Director to additional procedural or regulatory requirements he/she is solely responsible for and will have to independently fulfill in relation to the Deferred Stock Units. Such restrictions, procedures, requirements, terms, and conditions may be set forth (but are not limited to those) in the Country-Specific Addendum (the “Addendum”) attached hereto, which constitutes part of this Agreement. Notwithstanding any provision herein, the Company Director’s participation in the Plan shall not be required subject to deliver any certificates for Shares to Participant applicable special terms and conditions or any other person pursuant to this Agreement unless disclosures as set forth in the Addendum. The Director also understands and until such listingagrees that if he serves on the Board, registrationresides, qualification, consent or approval has been effected or obtainedmoves to, or otherwise provided for, free is or becomes subject to applicable laws or Company policies of any conditions not acceptable to the Company. (b) The Shares received upon the expiration of the applicable portion of the Period of Restriction shall have been registered under the Securities Act of 1933, as amended (“Securities Act”). If Participant is an “affiliate” of the Company, as that term is defined in Rule 144 under the Securities Act (“Rule 144”), Participant may not sell the Shares received except in compliance with Rule 144. Certificates representing Shares issued to an “affiliate” of the Company may bear a legend setting forth such restrictions on the disposition or transfer of the Shares as the Company deems appropriate to comply with Federal and state securities laws. (c) If, another jurisdiction at any time, certain country-specific notices, disclaimers and/or terms and conditions may apply to him as from the Shares are not registered under the Securities Actdate of grant, and/or there is no current prospectus in effect under the Securities Act with respect to the Shares, Participant may be required to execute, prior to the delivery of any Shares to Participant unless otherwise determined by the Company pursuant to this Agreement, an agreement (in such form as the Company may specify) in which Participant represents and warrants that Participant is purchasing or acquiring the shares acquired under this Agreement for Participant’s own account, for investment only and not with a view to the sale or distribution thereof, and represents and agrees that any subsequent offer for sale or distribution of any kind of such Shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the Shares being offered or sold, or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption Participant shall, prior to any offer for sale of such Shares, obtain a prior favorable written opinion, in form and substance satisfactory to the Company, from counsel for or approved by the Company, as to the applicability of such exemption thereto.its sole discretion

Compliance with Laws and Regulations. (a) The Restricted Stock Performance-Based RSUs and the obligation of the Company Corporation to sell and deliver Shares hereunder shall be subject in all respects to (i) all applicable Federal and state laws, rules and regulations and (ii) any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Committee Administrator shall, in its discretion, determine to be necessary or applicable. Moreover, the Company Corporation shall not deliver any certificates for Shares to the Participant or any other person pursuant to this Agreement if doing so would be contrary to applicable law. If at any time the Company Corporation determines, in its discretion, that the listing, registration or qualification of Shares upon any national securities exchange or under any state or Federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable, the Company Corporation shall not be required to deliver any certificates for Shares to the Participant or any other person pursuant to this Agreement unless and until such listing, registration, qualification, consent or approval has been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the CompanyCorporation. (b) The It is intended that the Shares received upon the expiration in respect of the applicable portion of the Period of Restriction Performance-Based RSUs shall have been registered under the Securities Act of 1933, as amended (“Securities Act”). If the Participant is an “affiliate” of the CompanyCorporation, as that term is defined in Rule 144 under the Securities Act (“Rule 144”), the Participant may not sell the Shares received except in compliance with Rule 144. Certificates representing Shares issued to an “affiliate” of the Company Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Shares as the Company Corporation deems appropriate to comply with Federal and state securities laws. (c) If, at any time, the Shares are not registered under the Securities Act, and/or there is no current prospectus in effect under the Securities Act with respect to the Shares, the Participant may be required to shall execute, prior to the delivery of any Shares to the Participant by the Company Corporation pursuant to this Agreement, an agreement (in such form as the Company Corporation may specify) in which the Participant represents and warrants that the Participant is purchasing or acquiring the shares Shares acquired under this Agreement for the Participant’s 's own account, for investment only and not with a view to the sale resale or distribution thereof, and represents and agrees that any subsequent offer for sale or distribution of any kind of such Shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the Shares being offered or sold, or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption the Participant shall, prior to any offer for sale of such Shares, obtain a prior favorable written opinion, in form and substance satisfactory to the CompanyCorporation, from counsel for or approved by the CompanyCorporation, as to the applicability of such exemption thereto.

Compliance with Laws and Regulations. (a) The Restricted Stock Units and the obligation of the Company to sell and deliver Shares or cash payments hereunder shall be subject in all respects to (i) all applicable Federal federal and state laws, rules and regulations regulations; and (ii) any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Committee shall, in its discretion, determine to be necessary or applicable. Moreover, the Company shall not deliver any certificates for Shares to the Participant or any other person pursuant to this Agreement if doing so would be contrary to applicable law. If at any time the Company determines, in its discretion, that the listing, registration or qualification of Shares upon any national securities exchange or under any state or Federal federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable, the Company shall not be required to deliver any certificates for Shares to the Participant or any other person pursuant to this Agreement unless and until such listing, registration, qualification, consent or approval has been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the Company. (b) The It is intended that any Shares received upon the expiration of the applicable portion of the Period of Restriction shall have been registered under the Securities Act of 1933, as amended (“Securities Act”). If the Participant is an “affiliate” of the Company, as that term is defined in Rule 144 under the Securities Act (“Rule 144”), the Participant may not sell the Shares received except in compliance with Rule 144. Certificates representing Shares issued to an “affiliate” of the Company may bear a legend setting forth such restrictions on the disposition or transfer of the Shares as the Company deems appropriate to comply with Federal federal and state securities laws. (c) If, If at any time, time the Shares are not registered under the Securities Act, and/or there is no current prospectus in effect under the Securities Act with respect to the Shares, the Participant may be required to shall execute, prior to the delivery of any Shares to the Participant by the Company pursuant to this Agreement, an agreement (in such form as the Company may specify) in which the Participant represents and warrants that the Participant is purchasing or acquiring the shares Shares acquired under this Agreement for the Participant’s 's own account, for investment only and not with a view to the sale resale or distribution thereof, and represents and agrees that any subsequent offer for sale or distribution of any kind of such Shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the Shares being offered or sold, ; or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption the Participant shall, prior to any offer for sale of such Shares, obtain a prior favorable written opinion, in form and substance satisfactory to the Company, from counsel for or approved by the Company, as to the applicability of such exemption thereto.

Compliance with Laws and Regulations. (aA) The Restricted Stock Tenant, at Tenant’s sole cost and the obligation expense, shall comply with all laws, orders, rules and regulations of any governmental unit and with any direction of any public officer, which shall impose any duties or obligations concerning Tenant’s use or occupancy of the Company Leased Property, including but not limited to sell and deliver Shares hereunder shall be subject in all respects to (i) all applicable Federal and state environmental laws, rules and regulations relating to the generation, storage and disposal of waste which are applicable to Tenant’s use of the Leased Property. The Tenant, at its sole expense, shall obtain all licenses or permits which may be required for the conduct of its business within the Leased Property, or for the making of repairs, permitted alterations or improvements, or additions. Landlord, where necessary and at Tenant’s sole cost and expense, agrees to join with Tenant in applying for all such licenses or permits. (iiB) The Tenant shall comply with any registrationand all requirements of all policies of fire, qualification, approvals or public liability and other requirements imposed by any government or regulatory agency or body which the Committee shall, in its discretion, determine to be necessary or applicable. Moreover, the Company shall not deliver any certificates for Shares to Participant or any other person pursuant to this Agreement if doing so would be contrary to applicable law. If types of insurance at any time the Company determines, in its discretion, that the listing, registration or qualification of Shares upon any national securities exchange or under any state or Federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable, the Company shall not be required to deliver any certificates for Shares to Participant or any other person pursuant to this Agreement unless and until such listing, registration, qualification, consent or approval has been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the Company. (b) The Shares received upon the expiration of the applicable portion of the Period of Restriction shall have been registered under the Securities Act of 1933, as amended (“Securities Act”). If Participant is an “affiliate” of the Company, as that term is defined in Rule 144 under the Securities Act (“Rule 144”), Participant may not sell the Shares received except in compliance with Rule 144. Certificates representing Shares issued to an “affiliate” of the Company may bear a legend setting forth such restrictions on the disposition or transfer of the Shares as the Company deems appropriate to comply with Federal and state securities laws. (c) If, at any time, the Shares are not registered under the Securities Act, and/or there is no current prospectus in effect under the Securities Act force with respect to the SharesLeased Property issued by the Board of Fire Underwriters, Participant or by any other body exercising similar functions. (C) Tenant shall promptly give notice to the Landlord of any notice of violation received by Tenant. Without diminishing any obligation of the Tenant, if Tenant shall at any time fail to pay any fine and/or correct with reasonable promptness any such notice of violation, Landlord, after ten (10) days’ prior written notice to the Tenant, may pay such fine and/or correct such violation and the amount of such fine and the reasonable costs and expenses of Landlord in correcting such violation shall be paid by the Tenant. All such payments, costs and expenses shall be deemed Additional Rent. (D) Tenant shall have the right to contest by appropriate legal action or proceeding in the name of the Tenant or Landlord or both, the validity or application of any such law, and Landlord shall cooperate with Tenant and will execute and deliver any appropriate papers which may be required necessary to execute, prior permit Tenant to contest the delivery of any Shares to Participant by the Company pursuant to this Agreement, an agreement (in such form as the Company may specify) in which Participant represents and warrants that Participant is purchasing validity or acquiring the shares acquired under this Agreement for Participant’s own account, for investment only and not with a view to the sale or distribution application thereof, and represents and agrees provided that any subsequent offer for sale or distribution of any kind of such Shares Tenant shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective solely responsible for all legal work and is current with regard to the Shares being offered or sold, or (ii) a specific exemption from the registration requirements of the Securities Act, but other professional costs and expenses incurred in claiming such exemption Participant shall, prior to any offer for sale of such Shares, obtain a prior favorable written opinion, in form and substance satisfactory to the Company, from counsel for or approved by the Company, as to the applicability of such exemption theretoconnection therewith.

Compliance with Laws and Regulations. (a) The Restricted Award and delivery of any shares of Stock and the obligation of the Company to sell and deliver Shares hereunder shall be subject in all respects to (i) all applicable Federal federal and state laws, rules and regulations and (ii) any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Committee shall, in its discretion, determine to be necessary or applicable. Moreover, the Company shall not deliver any certificates for Shares to the Participant or any other person pursuant to this Agreement if doing so would be contrary to applicable law. If at any time the Company determines, in its discretion, that the listing, registration or qualification of Shares the shares of Stock hereunder upon any national securities exchange or under any state or Federal federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable, the Company shall not be required to deliver any certificates for Shares shares of Stock to the Participant or any other person pursuant to this Agreement unless and until such listing, registration, qualification, consent or approval has been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the Company. (b) The Shares shares of Stock received upon the expiration of the applicable portion of the Period of Restriction shall have been registered under the Securities Act of 1933, as amended 1933 (“Securities Act”). If the Participant is an “affiliate” of the Company, as that term is defined in Rule 144 under the Securities Act (“Rule 144”), the Participant may not sell the Shares shares of Stock received except in compliance with Rule 144. Certificates representing Shares shares of Stock issued to an “affiliate” of the Company may bear a legend setting forth such restrictions on the disposition or transfer of the Shares as the Company deems appropriate to comply with Federal federal and state securities laws. (c) If, at any time, the Shares shares of Restricted Stock are not registered under the Securities Act, and/or there is no current prospectus in effect under the Securities Act with respect to such shares, the Shares, Participant may be required to shall execute, prior to the delivery of any Shares such shares to the Participant by the Company pursuant to this Agreement, an agreement (in such form as the Company may specify) in which the Participant represents and warrants that the Participant is purchasing or acquiring the shares acquired under this Agreement for the Participant’s own account, for investment only and not with a view to the sale resale or distribution thereof, and represents and agrees that any subsequent offer for sale or distribution of any kind of such Shares shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the Shares shares being offered or sold, or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption the Participant shall, prior to any offer for sale of such Sharesshares, obtain a prior favorable written opinion, in form and substance satisfactory to the Company, from counsel for or approved by the Company, as to the applicability of such exemption thereto.

Compliance with Laws and Regulations. (a) The Restricted Stock Option and the obligation of the Company to sell and deliver Shares hereunder shall be subject in all respects to to: (i) all applicable Federal federal and state laws, rules and regulations regulations; and (ii) any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Committee shall, in its discretion, determine to be necessary or applicable. Moreover, the Company shall Option may not deliver any certificates for be exercised if its exercise, or the receipt of Shares to Participant or any other person pursuant to this Agreement if doing so thereto, would be contrary to applicable law. If at any time the Company determines, in its discretion, that the listing, registration or qualification of Shares upon any national securities exchange or under any state or Federal federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable, the Company shall not be required to deliver any certificates for Shares to the Participant or any other person pursuant to this Agreement unless and until such listing, registration, qualification, consent or approval has been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the Company. (b) The It is intended that the Shares received upon the expiration exercise of the applicable portion of the Period of Restriction Option shall have been registered under the Securities Act of 1933, as amended (“Securities Act”). If the Participant is an “affiliate” of the Company, as that term is defined in Rule 144 under the Securities Act (“Rule 144”), the Participant may not sell the Shares received except in compliance with Rule 144. Certificates representing Shares issued to an “affiliate” of the Company may bear a legend setting forth such restrictions on the disposition or transfer of the Shares as the Company deems appropriate to comply with Federal federal and state securities laws. (c) If, If at any timethe time of exercise of all or part of the Option, the Shares are not registered under the Securities Act, and/or there is no current prospectus in effect under the Securities Act with respect to the Shares, the Participant may be required to shall execute, prior to the delivery of any Shares to the Participant by the Company pursuant to this Agreement, an agreement (in such form as the Company may specify) in which the Participant represents and warrants that the Participant is purchasing or acquiring the shares Shares acquired under this Agreement for the Participant’s own account, for investment only and not with a view to the sale resale or distribution thereof, and represents and agrees that any subsequent offer for sale or distribution of any kind of such Shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the Shares being offered or sold, ; or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption the Participant shall, prior to any offer for sale of such Shares, obtain a prior favorable written opinion, in form and substance satisfactory to the Company, from counsel for or approved by the Company, as to the applicability of such exemption thereto.

Compliance with Laws and Regulations. (a) The Restricted Stock and the obligation of the Company to sell and deliver Shares hereunder 1.1 All Transactions shall be subject to this Agreement and, in all respects respect of those Exchanges and/or Clearing Houses where the Transactions are processed, the constitution, rules, regulations, practices, procedures and administrative requirements, as amended from time to time of the relevant Exchange and/or Clearing House (iand in particular as regarding Transactions effected on SEHK the rules, regulations, practices, procedures and administrative requirements of SEHK and HKSCC) and to all applicable Federal laws whether imposed on the Client or the Broker, as amended from time to time. All Transactions shall also be subject to the terms of business of dealer or other persons who have been involved in the processing of the Transactions where the Broker deems fit. 1.2 Client whose Transactions are executed in markets other than those organized by SEHK may have a markedly different level and state lawstype of protection in relation to those Transactions as compared to the level and type of protection afforded by the rules, rules regulations, practices, procedures and regulations administrative requirements of SEHK and HKSCC. 1.3 The Client confirms that: (A) in the event of any conflict between (I) this Agreement and (iiII) any registrationconstitution, qualificationrules, approvals regulations, practices, procedures, administrative requirements of the relevant Exchange and/or Clearing House and laws (collectively the “Regulations”), the latter shall prevail; (B) the Broker may take or omit to take any action it considers fit in order to ensure compliance with the Regulations including without limitation, adjusting any Account, disregarding any unexecuted orders or rescinding any executed Transactions; (C) the Regulations as are so applicable and all such actions so taken shall be binding upon the Client; and (D) the Client shall be responsible for obtaining in advance and maintaining any governmental or other requirements imposed by consents required in connection with the Client’s entering into of this Agreement or the Broker effecting any government or regulatory agency or body which the Committee shall, Transaction in its discretion, determine to be necessary or applicable. Moreover, the Company connection with this Agreement. 1.4 This Agreement shall not deliver operate insofar as it removes, excludes or restricts any certificates for Shares to Participant rights of the Client or obligations of the Broker under the laws of Hong Kong or any other person pursuant to this Agreement if doing so would be contrary to applicable relevant law. If at any time the Company determines, in its discretion, that the listing, registration provisions hereof are or qualification of Shares upon should become inconsistent with any national securities exchange present or under any state or Federal future law, rule or the consent or approval regulation of SEHK, HKSCC and/or any governmental regulatory body, is necessary or desirable, the Company shall not be required to deliver Exchange and/or any certificates for Shares to Participant Clearing House or any other person pursuant to this Agreement unless and until such listing, registration, qualification, consent relevant authority or approval has been effected or obtained, or otherwise provided for, free body having jurisdiction over the subject matter of any conditions not acceptable to the Company. (b) The Shares received upon the expiration of the applicable portion of the Period of Restriction shall have been registered under the Securities Act of 1933, as amended (“Securities Act”). If Participant is an “affiliate” of the Company, as that term is defined in Rule 144 under the Securities Act (“Rule 144”), Participant may not sell the Shares received except in compliance with Rule 144. Certificates representing Shares issued to an “affiliate” of the Company may bear a legend setting forth such restrictions on the disposition or transfer of the Shares as the Company deems appropriate to comply with Federal and state securities laws. (c) If, at any time, the Shares are not registered under the Securities Act, and/or there is no current prospectus in effect under the Securities Act with respect to the Shares, Participant may be required to execute, prior to the delivery of any Shares to Participant by the Company pursuant to this Agreement, an agreement (such provision shall be deemed to be rescinded or modified in accordance with any such form as the Company may specify) in which Participant represents and warrants that Participant is purchasing law, rule or acquiring the shares acquired under regulation. In all other respects this Agreement for Participant’s own account, for investment only shall continue and not with a view to the sale or distribution thereof, remain in full force and represents and agrees that any subsequent offer for sale or distribution of any kind of such Shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the Shares being offered or sold, or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption Participant shall, prior to any offer for sale of such Shares, obtain a prior favorable written opinion, in form and substance satisfactory to the Company, from counsel for or approved by the Company, as to the applicability of such exemption theretoeffect.

Compliance with Laws and Regulations. (a) The Restricted Stock None of PVFC, any of the Subsidiaries nor their respective properties is a party to or subject to any order, judgment, decree, agreement, memorandum of understanding or similar arrangement with, or a commitment letter or similar submission to, or extraordinary supervisory letter from, any court or federal or state governmental agency or authority, including any such agency or authority charged with the supervision or regulation of financial institutions (or their holding companies) or issuers of securities (including, without limitation, the OTS, the FDIC, and the obligation SEC) or the supervision or regulation of PVFC or any of the Company to sell and deliver Shares hereunder shall be subject in all respects to Subsidiaries (i) all applicable Federal and state lawscollectively, rules and regulations and the “Regulatory Authorities”). Neither PVFC nor any of the Subsidiaries has been advised by any Regulatory Authority that such Regulatory Authority is contemplating issuing or requesting (iior is considering the appropriateness of issuing or requesting) any registrationnew or additional order, qualificationjudgment, approvals decree, agreement, memorandum of understanding, commitment letter, supervisory letter or other requirements imposed by any government or regulatory agency or body which the Committee shall, in its discretion, determine to be necessary or applicable. Moreover, the Company shall not deliver any certificates for Shares to Participant or any other person pursuant to this Agreement if doing so would be contrary to applicable law. If at any time the Company determines, in its discretion, that the listing, registration or qualification of Shares upon any national securities exchange or under any state or Federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable, the Company shall not be required to deliver any certificates for Shares to Participant or any other person pursuant to this Agreement unless and until such listing, registration, qualification, consent or approval has been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the Companysimilar submission. (b) The Shares received upon Each of PVFC and the expiration of the applicable portion of the Period of Restriction shall have Subsidiaries has been registered under the Securities Act of 1933, as amended (“Securities Act”). If Participant is an “affiliate” of the Company, as that term is defined in Rule 144 under the Securities Act (“Rule 144”), Participant may not sell the Shares received except in compliance with Rule 144. Certificates representing Shares issued all applicable federal, state, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders or decrees applicable thereto or to an “affiliate” of the Company may bear employees conducting such business, including, without limitation, the Equal Credit Opportunity Act, as amended, the Fair Housing Act, as amended, the Federal Community Reinvestment Act, as amended, the Home Mortgage Disclosure Act, as amended, the Bank Secrecy Act, as amended, the USA Patriot Act, and all other applicable fair lending laws and other laws relating to discriminatory business practices, except for failures to be in compliance which, individually or in the aggregate, have not had or would not reasonably be expected to have a legend setting forth such restrictions material adverse effect on PVFC or the disposition or transfer of the Shares as the Company deems appropriate to comply with Federal and state securities lawsSubsidiaries. (c) IfEach of PVFC and the Subsidiaries has all permits, at licenses, authorizations, orders and approvals of, and has made all filings, applications and registrations with, each Regulatory Authority and administrative agency or commission or other federal, state or local government authority or instrumentality (each, a “Governmental Authority”) that is required in order to permit it to own or lease its properties and to conduct its business as presently conducted, except where the failure to obtain any timeof the foregoing or to make any such filing, application or registration has not had or would not reasonably be expected to have a material adverse effect on PVFC or any of the Shares Subsidiaries; and all such permits, licenses, certificates of authority, orders and approvals are not registered under in full force and effect and no suspension or cancellation of any of them has been threatened in writing. (d) The savings accounts and deposits of Park View are insured up to applicable limits by the Securities FDIC in accordance with the Federal Deposit Insurance Act, and/or there is no current prospectus in effect under the Securities Act with respect to the Shares, Participant may be and Park View has paid all assessments and filed all reports required to execute, prior to the delivery of any Shares to Participant by the Company pursuant to this Agreement, an agreement (in such form as the Company may specify) in which Participant represents Federal Deposit Insurance Act and warrants that Participant is purchasing or acquiring the shares acquired under this Agreement for Participant’s own account, for investment only and not with a view to the sale or distribution thereof, and represents and agrees that any subsequent offer for sale or distribution of any kind of such Shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the Shares being offered or sold, or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption Participant shall, prior to any offer for sale of such Shares, obtain a prior favorable written opinion, in form and substance satisfactory to the Company, from counsel for or approved by the Company, as to the applicability of such exemption theretoHOLA.

Compliance with Laws and Regulations. (ai) The Restricted Stock RSUs and the obligation of the Company to sell and deliver any Shares or cash hereunder shall be subject in all respects to (ia) all applicable Federal federal and state laws, rules and regulations and (iib) any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Committee shall, in its discretion, determine to be necessary or applicable. Moreover, the Company shall not deliver any certificates for Shares to the Participant or any other person pursuant to this Agreement if doing so would be contrary to applicable law. If at any time the Company determines, in its discretion, that the listing, registration or qualification of Shares upon any national securities exchange or under any state or Federal federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable, the Company shall not be required to deliver any certificates for Shares to the Participant or any other person pursuant to this Agreement unless and until such listing, registration, qualification, consent or approval has been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the Company. (bii) The Shares received upon the expiration of the applicable portion of the Period of Restriction shall have been registered under the Securities Act of 1933, as amended (“Securities Act”). If Participant is an “affiliate” of the Company, as that term is defined in Rule 144 under the Securities Act (“Rule 144”), Participant may not sell the Shares received except in compliance with Rule 144. Certificates representing Shares issued to an “affiliate” of the Company may bear a legend setting forth such restrictions on the disposition or transfer of the Shares as the Company deems appropriate to comply with Federal and state securities laws. (c) If, at any time, time the Shares are not registered under the Securities Act, and/or there is no current prospectus in effect under the Securities Act with respect to the Shares, the Participant may be required to shall execute, prior to the delivery of any Shares to the Participant by the Company pursuant to this Agreement, an agreement (in such form as the Company may specify) in which the Participant represents and warrants that the Participant is purchasing or acquiring the shares Shares acquired under this Agreement for the Participant’s own account, for investment only and not with a view to the sale resale or distribution thereof, and represents and agrees that any subsequent offer for sale or distribution of any kind of such Shares shall be made only pursuant to either (ia) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the Shares being offered or sold, ; or (iib) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption exemption, the Participant shall, prior to any offer for sale of such Shares, obtain a prior favorable written opinion, in form and substance satisfactory to the Company, from counsel for or approved by the Company, as to the applicability of such exemption thereto.

Compliance with Laws and Regulations. (a) The Restricted Deferred Stock Unit and the obligation of the Company to sell and deliver Shares hereunder shall be subject in all respects to (i) all applicable Federal and state laws, rules and regulations and (ii) any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Committee shall, in its discretion, determine to be necessary or applicable. Moreover, the Company shall not deliver any certificates for Shares to the Participant or any other person pursuant to this Agreement if doing so would be contrary to applicable law. If at any time the Company determines, in its discretion, that the listing, registration or qualification of Shares upon any national securities exchange or under any state or Federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable, the Company shall not be required to deliver any certificates for Shares to the Participant or any other person pursuant to this Agreement unless and until such listing, registration, qualification, consent or approval has been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the Company. (b) The It is intended that the Shares received upon the expiration in respect of the applicable portion of the Period of Restriction Deferred Stock Unit shall have been registered under the Securities Act of 1933, as amended (“Securities Act”). If the Participant is an “affiliate” of the Company, as that term is defined in Rule 144 under the Securities Act (“Rule 144”), the Participant may not sell the Shares received except in compliance with Rule 144. Certificates representing Shares issued to an “affiliate” of the Company may bear a legend setting forth such restrictions on the disposition or transfer of the Shares as the Company deems appropriate to comply with Federal and state securities laws. (c) If, at any time, the Shares are not registered under the Securities Act, and/or there is no current prospectus in effect under the Securities Act with respect to the Shares, the Participant may be required to shall execute, prior to the delivery of any Shares to the Participant by the Company pursuant to this Agreement, an agreement (in such form as the Company may specify) in which the Participant represents and warrants that the Participant is purchasing or acquiring the shares acquired under this Agreement for the Participant’s own account, for investment only and not with a view to the sale resale or distribution thereof, and represents and agrees that any subsequent offer for sale or distribution of any kind of such Shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the Shares being offered or sold, or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption the Participant shall, prior to any offer for sale of such Shares, obtain a prior favorable written opinion, in form and substance satisfactory to the Company, from counsel for or approved by the Company, as to the applicability of such exemption thereto.

Compliance with Laws and Regulations. (a) The Restricted Stock Independent Contractor agrees to perform all Services in compliance with all federal, state or local statutes, laws, ordinances and regulations, judicial orders or decisions that are applicable now or in the obligation future to the Services, or, to the extent performed outside of the Company United States, with any laws, decrees, rules or regulations in effect in the territory where Services are to sell be performed. (b) Independent Contractor shall obtain and deliver Shares hereunder shall maintain in effect, all approvals and registrations necessary under the laws and regulations of the United States, or of any other country or political subdivision having jurisdiction over Independent Contractor or this Agreement, for Independent Contractor to undertake and perform its functions and responsibilities under this Agreement and to be subject in compensated as herein provided, or for this Agreement to become and remain otherwise effective; (c) Independent Contractor and Independent Contractor's employees, agents and subcontractors (if any) will, while on the premises of the Company, comply with all respects to (i) all applicable Federal and state lawsof the Company's policies, rules and regulations and in effect at such premises, including security requirements. (iid) Independent Contractor agrees not to export or re-export, directly or indirectly, any registration, qualification, approvals Proprietary Information or other requirements imposed technical data provided to Independent Contractor by any government or regulatory agency or body which the Committee shallCompany, in its discretion, determine to be necessary or applicable. Moreover, the Company shall not deliver any certificates for Shares to Participant or any other person pursuant to this Agreement if doing so would be contrary to applicable law. If at any time direct product of such Proprietary Information or technical data, without the Company determines, in its discretion, that prior approvals of the listing, registration or qualification United States Department of Shares upon any national securities exchange or under any state or Federal law, or the consent or approval Commerce and of any governmental regulatory body, is necessary or desirable, the Company shall not be required to deliver any certificates for Shares to Participant or any other person pursuant to this Agreement unless and until such listing, registration, qualification, consent or approval has been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the Company. (be) The Shares received upon relationship created hereby and the expiration Independent Contractor’s activities hereunder do not and will not violate the United States Foreign Corrupt Practices Act, or any similar law of any other territory where Services are to be performed. Independent Contractor further warrants and represents that no "Foreign Official, Political Party or Official thereof, or Candidate for Foreign Political Office," as those terms are defined in the U.S. Foreign Corrupt Practices Act, will receive from or has been promised by Independent Contractor anything of value, either directly or indirectly, for any purpose that is unlawful under the laws of the United States or any other applicable portion of the Period of Restriction shall have been registered under the Securities Act of 1933, as amended (“Securities Act”). If Participant is an “affiliate” of the Company, as that term is defined in Rule 144 under the Securities Act (“Rule 144”), Participant may not sell the Shares received except in compliance with Rule 144. Certificates representing Shares issued to an “affiliate” of the Company may bear a legend setting forth such restrictions on the disposition or transfer of the Shares as the Company deems appropriate to comply with Federal and state securities lawsjurisdiction. (cf) IfIndependent Contractor agrees that Company may, at any timeits sole discretion and expense, the Shares are not registered under the Securities Act, and/or there is no current prospectus in effect under the Securities Act with respect conduct a background investigation related to the SharesIndependent Contractor’s qualifications to perform the services, Participant may including but not limited to, criminal, education, employment and motor vehicle driving history and records, eligibility status under government listing systems (such as Excluded Parties List System (EPLS) or Denied Persons List (DPL)), and reference checks. If in Company’s sole judgment, Independent Contractor fails the background investigation, Independent Contractor will be required to execute, prior to the delivery of any Shares to Participant by removed from the Company pursuant to this Agreement, an agreement (in such form as the Company may specify) in which Participant represents facility immediately and warrants that Participant is purchasing or acquiring the shares acquired under this Agreement for Participant’s own account, for investment only and not with a view to the sale or distribution thereof, and represents and agrees that any subsequent offer for sale or distribution of any kind of such Shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the Shares being offered or sold, or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption Participant shall, prior to any offer for sale of such Shares, obtain a prior favorable written opinion, in form and substance satisfactory to the Company, from counsel for or approved by the Company, as to the applicability of such exemption theretoimmediately terminated.

Compliance with Laws and Regulations. (a) The Restricted Stock and issuance of Shares pursuant to the obligation of the Company to sell and deliver Shares hereunder Award shall be subject in all respects to (i) all applicable Federal and state laws, rules and regulations and (ii) any registration, qualification, approvals or other requirements imposed compliance by any government or regulatory agency or body which the Committee shall, in its discretion, determine to be necessary or applicable. Moreover, the Company shall not deliver any certificates and Participant with all Applicable Laws relating thereto, as determined by counsel for Shares to Participant or any other person pursuant to this Agreement if doing so would be contrary to applicable law. If at any time the Company determines, in its discretion, that the listing, registration or qualification of Shares upon any national securities exchange or under any state or Federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable, the Company shall not be required to deliver any certificates for Shares to Participant or any other person pursuant to this Agreement unless and until such listing, registration, qualification, consent or approval has been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the Company. (b) The Shares received upon the expiration of the applicable portion of the Period of Restriction shall have been registered under the Securities Act of 1933, as amended (“Securities Act”). If Participant is an “affiliate” of the Company, as that term is defined in Rule 144 under the Securities Act (“Rule 144”), Participant may not sell the Shares received except in compliance with Rule 144. Certificates representing Shares issued to an “affiliate” inability of the Company may bear a legend setting forth such restrictions on to obtain approval from any regulatory body having authority deemed by the disposition Company to be necessary to the lawful issuance and sale of any Common Stock pursuant to the Award shall relieve the Company of any liability with respect to the non-issuance or transfer sale of the Shares Common Stock as the Company deems appropriate to comply with Federal and state securities lawswhich such approval shall not have been obtained. The Company, however, shall use its reasonable best efforts to obtain all such approvals. (c) If, at any time, Participant may be subject to xxxxxxx xxxxxxx restrictions and/or market abuse laws based on the exchange on which the Shares are not registered under listed and in applicable jurisdictions including the Securities ActUnited States and Participant’s country or his or her broker’s country, and/or there is no current prospectus in effect under the Securities Act with respect if different, which may affect Participant’s ability to accept, acquire, sell or otherwise dispose of Shares, rights to Shares (e.g., Restricted Stock Units) or rights linked to the Sharesvalue of Shares (e.g., dividend equivalents) during such times as Participant is considered to have “inside information” regarding the Company (as defined by the laws in applicable jurisdictions). Local xxxxxxx xxxxxxx laws and regulations may prohibit the cancellation or amendment of orders Participant placed before he or she possessed inside information. Furthermore, Participant may could be required to execute, prior to the delivery of any Shares to Participant by the Company pursuant to this Agreement, an agreement (in such form as the Company may specify) in which Participant represents and warrants that Participant is purchasing or acquiring the shares acquired under this Agreement for Participant’s own account, for investment only and not with a view to the sale or distribution thereof, and represents and agrees that any subsequent offer for sale or distribution of any kind of such Shares shall be made only pursuant to either prohibited from (i) a registration statement on an appropriate form under disclosing the Securities Actinside information to any third party, which registration statement has become effective may include fellow employees and is current with regard to the Shares being offered or sold, or (ii) a specific exemption “tipping” third parties or causing them otherwise to buy or sell securities. Any restrictions under these laws or regulations are separate from the registration requirements and in addition to any restrictions that may be imposed under any applicable xxxxxxx xxxxxxx policy of the Securities Act, but in claiming such exemption Company. Participant shall, prior acknowledges that it is Participant’s responsibility to comply with any offer for sale of such Shares, obtain a prior favorable written opinion, in form applicable restrictions and substance satisfactory to the Company, from counsel for Participant should speak with his or approved by the Company, as to the applicability of such exemption theretoher personal legal advisor on this matter.

Compliance with Laws and Regulations. (a) If the Participant is an “affiliate” of the Company, as that term is defined in Rule 144 (“Rule 144”) under the Securities Act of 1933, as amended (the “Securities Act”), the Participant may not sell the Common Stock received upon vesting of the Units unless in compliance with Rule 144. Further, the Participant’s subsequent sale of the Common Stock received upon the vesting and settlement of Units will be subject to any market blackout-period that may be imposed by the Company and must comply with the Company’s xxxxxxx xxxxxxx policies and any other applicable securities laws. The Restricted Participant acknowledges and agrees that, prior to the sale of any Common Stock acquired hereunder, it is the Participant’s responsibility to determine whether or not such sale of such Common Stock will subject the Participant to liability under xxxxxxx xxxxxxx rules or other applicable federal securities laws. (b) The Units and the obligation of the Company to sell and deliver Shares Common Stock hereunder shall will be subject in all respects to (i) all applicable Federal federal and state laws, rules and regulations and (ii) any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Committee shallmay, in its discretion, determine to be necessary or applicable. Moreover, the Company shall will not deliver issue any certificates for Shares Common Stock to the Participant or any other person pursuant to this Agreement if doing so would be contrary to applicable law. If at any time the Company determines, in its discretion, that the listing, registration or qualification of Shares the Common Stock upon any national securities exchange or under any state or Federal federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable, the Company shall will not be required to deliver issue any certificates for Shares Common Stock to the Participant or any other person pursuant to this Agreement unless and until such listing, registration, qualification, consent or approval has been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the Company. (bc) The Shares received upon To the expiration extent any payment under this Agreement is subject to Section 409A of the applicable portion Code, this Agreement, the Notice and the Plan will be interpreted as necessary to comply with Section 409A of the Period Code. To the extent any provision of Restriction shall have been registered under this Agreement, the Securities Act of 1933, as amended (“Securities Act”). If Participant is an “affiliate” Notice and/or the Plan violates Section 409A of the CompanyCode, as that term such provision will hereby be amended to comply or, if it cannot be so amended, such provision is defined in Rule 144 under void. The Company does not guarantee the Securities Act (“Rule 144”), Participant may not sell the Shares received except in compliance with Rule 144. Certificates representing Shares issued to an “affiliate” tax treatment of the Company may bear a legend setting forth such restrictions on the disposition any payment or transfer of the Shares as the Company deems appropriate to comply with Federal and state securities laws. (c) If, at any time, the Shares are not registered under the Securities Act, and/or there is no current prospectus in effect under the Securities Act with respect to the Shares, Participant may be required to execute, prior to the delivery shares of any Shares to Participant by the Company pursuant to this Agreement, an agreement (in such form as the Company may specify) in which Participant represents and warrants that Participant is purchasing or acquiring the shares acquired Common Stock under this Agreement and the Participant will in all case be responsible for Participant’s own account, for investment only any and not with a view to the sale or distribution thereof, and represents and agrees that any subsequent offer for sale or distribution of any kind of such Shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the Shares being offered or sold, or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption Participant shall, prior to any offer for sale of such Shares, obtain a prior favorable written opinion, in form and substance satisfactory to the Company, from counsel for or approved by the Company, as to the applicability of such exemption theretoall taxes due.

Compliance with Laws and Regulations. (a) The Restricted Stock grant and exercise of this Option, and the Corporation's obligation of the Company to sell and deliver Shares hereunder stock hereunder, are subject to such approvals by any regulatory or governmental agency as may be required and shall be subject in comply with all respects to (i) all relevant provisions of applicable Federal and state laws, rules and regulations, including, without limitation, the Securities Act of 1933, the Securities Exchange Act of 1934, state securities laws, the rules and regulations promulgated thereunder, and the requirements of any stock exchange or of any quotation association or organization upon which the Option Shares may then be listed or quoted, and shall be further subject to the approval of counsel for the Corporation with respect to such compliance. The Corporation may imprint any legends on the Options Shares restricting their subsequent sale or transfer which may be required by state or Federal law, and the Option Shares shall be subject to appropriate stop-transfer orders. No shares shall be delivered upon exercise of the Option until all laws, rules, regulations and undertakings which the Board may deem applicable have been complied with. The Corporation shall not be required to issue shares or deliver any certificates for shares prior to (i) the listing of such shares on any stock exchange or quotation system on which the shares may then be listed or quoted and (ii) the completion of any registration, qualification, approvals approval or other requirements imposed by authorization of such shares under any government federal or regulatory agency state law, or body any ruling or regulation or approval or authorization of any governmental body, stock exchange or organization providing market quotations for securities which the Committee Board shall, in its sole discretion, determine to be necessary or applicableadvisable. MoreoverBy accepting this Option, the Company shall not deliver any certificates Optionee represents and warrants for Shares to Participant or himself and any other person pursuant to or persons properly exercising this Agreement if doing so would Option that any and all shares purchased hereunder shall be contrary to applicable law. If at any time the Company determines, in its discretion, that the listing, registration or qualification of Shares upon any national securities exchange or under any state or Federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable, the Company shall not be required to deliver any certificates for Shares to Participant or any other person pursuant to this Agreement unless and until such listing, registration, qualification, consent or approval has been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the Company. (b) The Shares received upon the expiration of the applicable portion of the Period of Restriction shall have been registered under the Securities Act of 1933, as amended (“Securities Act”). If Participant is an “affiliate” of the Company, as that term is defined in Rule 144 under the Securities Act (“Rule 144”), Participant may not sell the Shares received except in compliance with Rule 144. Certificates representing Shares issued to an “affiliate” of the Company may bear a legend setting forth such restrictions on the disposition or transfer of the Shares as the Company deems appropriate to comply with Federal and state securities laws. (c) If, at any time, the Shares are not registered under the Securities Act, and/or there is no current prospectus in effect under the Securities Act with respect to the Shares, Participant may be required to execute, prior to the delivery of any Shares to Participant by the Company pursuant to this Agreement, an agreement (in such form as the Company may specify) in which Participant represents and warrants that Participant is purchasing or acquiring the shares acquired under this Agreement for Participant’s own account, for investment only and not with a view to distribute such shares. As a condition to the sale exercise of this Option in whole or distribution thereofin part at any time, the Optionee or other person or persons properly exercising the Option shall deliver to the Corporation a written representation that the shares being purchased are being acquired for investment and not with a view to distribution, and represents and agrees a consent that any subsequent offer for sale the certificate representing such shares be endorsed to indicate such representation. The Corporation shall not be liable in the event it is unable to issue or distribution sell shares of any kind of such Shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard common stock or other securities to the Shares being offered Optionee if such issuance or soldsale would be unlawful, nor shall the Corporation be liable if the issuance or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption Participant shall, prior to any offer for sale of such Shares, obtain a prior favorable written opinion, in form and substance satisfactory shares of common stock or other securities to the Company, from counsel for or approved by the Company, as to the applicability of such exemption theretoan Optionee is subsequently invalidated.

Compliance with Laws and Regulations. (a) 4.1 The Restricted Stock Company accepts and shall ensure that it and its Group Members shall accept that Intertrust may take whatever steps Intertrust considers appropriate to comply with the obligation of Compliance Rules. 4.2 The Company accepts and shall ensure that it and its Group Members shall accept and commit to provide Intertrust from time to time with all documents and information with respect to the Company to sell and deliver Shares hereunder shall be subject in all respects to (i) all applicable Federal and state laws, rules and regulations and (ii) any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Committee shall, in its discretion, determine to be necessary or applicable. Moreover, the Company shall not deliver any certificates for Shares to Participant or any other person pursuant to this Agreement if doing so would be contrary to applicable law. If at any time the Company determines, in of its discretion, Group Members that the listing, registration Intertrust is or qualification of Shares upon any national securities exchange or under any state or Federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable, the Company shall not may be required to deliver any certificates for Shares collect, maintain, update or use to Participant or any other person pursuant to this satisfy all relevant obligations in connection with the Services provided under the Agreement unless and until such listing, registration, qualification, consent or approval has been effected or obtained, or otherwise provided forrequired by the Compliance Rules, free as well as all documents and information allowing Intertrust to determine the volume and nature of any conditions not acceptable the transactions entered into by the Company or in relation to the Services and to fulfil its obligations under the Agreement. Any reasonable costs or expenses incurred by Intertrust in connection with this paragraph 0 shall be for the account of the Company. (b) The Shares received upon the expiration of the applicable portion of the Period of Restriction 4.3 Intertrust shall have been registered under the Securities Act of 1933, as amended (“Securities Act”). If Participant is an “affiliate” of be authorised to answer any question and provide any information or documentation available to it regarding the Company, as that term is defined in Rule 144 under the Securities Act (“Rule 144”)its Group Members, Participant may not sell the Shares received except in compliance with Rule 144. Certificates representing Shares issued to an “affiliate” of the Company may bear a legend setting forth such restrictions on the disposition structure or transfer of the Shares as the Company deems appropriate to comply with Federal and state securities laws. (c) If, at any time, the Shares are not registered under the Securities Act, and/or there is no current prospectus in effect under the Securities Act with respect to the Shares, Participant may be required to execute, prior to the delivery of any Shares to Participant by the Company pursuant to this Agreement, an agreement (in such form as the Company may specify) in which Participant represents and warrants that Participant is purchasing or acquiring the shares acquired under this Agreement for Participant’s own account, for investment only and not with a view to the sale or distribution thereof, and represents and agrees that any subsequent offer for sale or distribution of any kind of such Shares shall be made only pursuant to either transaction (i) to any tax or other governmental authority if there is a registration statement on an appropriate form under the Securities Actstatutory obligation to do so, which registration statement has become effective and is current with regard to the Shares being offered or sold, or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption Participant shall, prior to any offer regulatory or self-regulatory body authorised to control compliance with the Applicable Law, (iii) in accordance with the Compliance Rules or (iv) if Intertrust in its reasonable opinion believes that this is necessary or desirable for sale compliance with any applicable law or regulation or for defending the Company or Intertrust against any complaint or claim, whether on a statutory law, contract law, tax law, or criminal law basis. 4.4 Each of such Shares, obtain a prior favorable written opinion, in form Intertrust and substance satisfactory to the Company, from counsel for the latter also on behalf of its Group Members, hereby represents, warrants and covenants, that it shall not at any time engage in (i) any act or approved by practice that would, directly or indirectly, contravene any anti-corruption act or regulation or any similar law applicable in any jurisdiction in which it engages in any activity, that prohibits bribery, money laundering or payments to public officials or private individuals, including, without limitation, any policies of any governmental or quasi-governmental agency implementing or enforcing the Company, as to the applicability of such exemption thereto.foregoing nor

Compliance with Laws and Regulations. By accepting this Option, the Optionee represents and agrees for himself and his transferees by will or the laws of descent and distribution that, unless a registration statement under Securities Act of 1933 is in effect as to Shares purchased upon any exercise of this Option, (a) The Restricted Stock any and the obligation of the Company to sell and deliver all Shares hereunder so purchased shall be subject acquired for his personal account and not with a view to or for sale in all respects to (i) all applicable Federal and state lawsconnection with distribution, rules and regulations and (iib) each notice of exercise of all or any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Committee portion of this Option shall, if the Option Committee so requests, be accompanied by a representation and warranty in its discretionwriting, determine signed by the person entitled to be necessary exercise the same, that the Shares are being so acquired in good faith for his or applicableher personal account and not with a view to or for sale in connection with any distribution. Moreover, the Company shall not deliver any No certificates for Shares purchased upon exercise of this Option shall be issued and delivered unless and until, in the opinion of legal counsel for the Corporation, such securities may be issued and delivered without causing the Corporation to Participant be in violation of or incur any liability under any federal, state or other securities law or any other person pursuant to this Agreement if doing so would be contrary to applicable lawrequirement of law or of any regulatory body having jurisdiction over the Corporation. If at any time Without limiting the Company determinesgenerality of the foregoing, in its discretion, the Optionee acknowledges and understands that the listing, registration or qualification of Shares upon any national securities exchange or under any state or Federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable, the Company shall not be required to deliver any certificates for Shares to Participant or any other person pursuant to this Agreement unless and until such listing, registration, qualification, consent or approval has been effected or obtained, or otherwise provided for, free of any conditions not acceptable subject to the Company. (b) The Shares received upon the expiration of the applicable portion of the Period of Restriction shall Options granted hereunder have not been registered under the Securities Act of 1933, as amended amended, or under the blue sky or securities laws -------- of any state, that the Corporation has no obligation to so register any of such Shares and that, except to the extent the Shares are so registered, the Shares will be restricted securities and may be sold, transferred or otherwise disposed of only if an exemption from such registration is available. Unless the Shares have been so registered, there shall be noted conspicuously upon each stock certificate representing such Shares, the following statement: The shares of stock represented by this certificate have not been Registered under the Securities Act of 1933 (“Securities 1933 Act”). If Participant is ) nor under any applicable state securities act and may not be offered or sold except pursuant to (i) an “affiliate” of effective registration statement relating to such stock under the Company1933 Act and any applicable state securities act, as that term is defined in (ii) to the extent applicable, Rule 144 under the Securities 1933 Act (“Rule 144”), Participant may not sell the Shares received except in compliance with Rule 144. Certificates representing Shares issued or any similar rule under such act or acts relating to an “affiliate” of the Company may bear a legend setting forth such restrictions on the disposition or transfer of the Shares as the Company deems appropriate to comply with Federal and state securities laws. (c) If, at any time, the Shares are not registered under the Securities Act, and/or there is no current prospectus in effect under the Securities Act with respect to the Shares, Participant may be required to execute, prior to the delivery of any Shares to Participant by the Company pursuant to this Agreement, an agreement (in such form as the Company may specify) in which Participant represents and warrants that Participant is purchasing or acquiring the shares acquired under this Agreement for Participant’s own account, for investment only and not with a view to the sale or distribution thereof, and represents and agrees that any subsequent offer for sale or distribution of any kind of such Shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the Shares being offered or soldsecurities), or (iiiii) a specific exemption from the registration requirements an opinion of the Securities Act, but in claiming such exemption Participant shall, prior to any offer for sale of such Shares, obtain a prior favorable written opinion, in form and substance counsel satisfactory to the Company, Corporation that an exemption from counsel for registration under Act or approved by the Company, as to the applicability of such exemption theretoActs is available.

Compliance with Laws and Regulations. (a) The Restricted Stock and the obligation of the Company to sell and deliver Shares hereunder shall be subject in all respects to (i) all applicable Federal and state laws, rules and regulations and (ii) any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Committee shall, in its discretion, determine to be necessary or applicable. Moreover, the Company shall not deliver any certificates for Shares to the Participant or any other person pursuant to this Agreement if doing so would be contrary to applicable law. If at any time the Company determines, in its discretion, that the listing, registration or qualification of Shares upon any national securities exchange or under any state or Federal federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable, the Company shall not be required to deliver any certificates for Shares to the Participant or any other person pursuant to this Agreement unless and until such listing, registration, qualification, consent or approval has been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the Company. (b) The It is intended that the Shares received upon the expiration of the applicable portion of the Period of Restriction shall have been registered under the Securities Act of 1933, as amended (“Securities Act”). If the Participant is an “affiliate” of the Company, as that term is defined in Rule 144 under the Securities Act (“Rule 144”), the Participant may not sell the Shares received except in compliance with Rule 144. Certificates representing Shares issued to an “affiliate” of the Company may bear a legend setting forth such restrictions on the disposition or transfer of the Shares as the Company deems appropriate to comply with Federal federal and state securities laws. (c) If, If at any time, time the Shares are not registered under the Securities Act, and/or there is no current prospectus in effect under the Securities Act with respect to the Shares, the Participant may be required to shall execute, prior to the delivery of any Shares to the Participant by the Company pursuant to this Agreement, an agreement (in such form as the Company may specify) in which the Participant represents and warrants that the Participant is purchasing or acquiring the shares Shares acquired under this Agreement for the Participant’s own account, for investment only and not with a view to the sale resale or distribution thereof, and represents and agrees that any subsequent offer for sale or distribution of any kind of such Shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the Shares being offered or sold, or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption the Participant shall, prior to any offer for sale of such Shares, obtain a prior favorable written opinion, in form and substance satisfactory to the Company, from counsel for or approved by the Company, as to the applicability of such exemption thereto.

Compliance with Laws and Regulations. (a) The Restricted Stock grant and exercise of the Options, and the Company’s obligation of the Company to sell and deliver Shares hereunder stock hereunder, are subject to such approvals by any regulatory or governmental agency as may be required and shall be subject in comply with all respects to (i) all relevant provisions of applicable Federal and state laws, rules and regulations and (ii) any registrationregulations, qualificationincluding, approvals or other requirements imposed by any government or regulatory agency or body which the Committee shallwithout limita-tion, in its discretion, determine to be necessary or applicable. Moreover, the Company shall not deliver any certificates for Shares to Participant or any other person pursuant to this Agreement if doing so would be contrary to applicable law. If at any time the Company determines, in its discretion, that the listing, registration or qualification of Shares upon any national securities exchange or under any state or Federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable, the Company shall not be required to deliver any certificates for Shares to Participant or any other person pursuant to this Agreement unless and until such listing, registration, qualification, consent or approval has been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the Company. (b) The Shares received upon the expiration of the applicable portion of the Period of Restriction shall have been registered under the Securities Act of 1933, as amended (“amended, the Securities Act”). If Participant is an “affiliate” Exchange Act of the Company1934, as that term is defined in Rule 144 under the Securities Act (“Rule 144”)amended, Participant may not sell the Shares received except in compliance with Rule 144. Certificates representing Shares issued to an “affiliate” of the Company may bear a legend setting forth such restrictions on the disposition or transfer of the Shares as the Company deems appropriate to comply with Federal and state securities laws. (c) If, at any time, the rules and regulations promul-gated thereunder, and the require-ments of any stock exchange or of any quotation association or organization upon which the Option Shares are not may then be listed or quoted, and shall be further subject to the approval of counsel for the Company with respect to such compliance. The Company may imprint any legends on the Option Shares restricting their subsequent sale or transfer that may be required by state or Federal law. Unless the Option Shares shall be duly registered under the Securities ActExchange Act of 1933 and registered, and/or there is no current prospectus in effect qualified or authorized under applicable state securities law, the Securities Act with respect to the SharesOptionee, Participant may be required to executeby accepting these Options, prior to the delivery of any Shares to Participant by the Company pursuant to this Agreement, an agreement (in such form as the Company may specify) in which Participant represents and warrants for himself and any other person or persons properly exercising these Options that Participant is purchasing any and all shares purchased hereunder shall be acquired for investment and not with the intention to sell or acquiring distribute such shares and agrees to deliver to the Company, upon request, a written representation that the shares being purchased are being acquired under this Agreement for Participant’s own account, for investment only and not with a present intention of sale or with a view to the sale or distribution thereofdistribution, and represents and agrees a consent that any subsequent offer for sale the certificate representing such shares be endorsed to indicate such representation. The Company shall not be liable in the event it is unable to issue or distribution sell shares of any kind of such Shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard Common Stock or other securities to the Shares being offered Optionee if such issuance or soldsale would be unlawful, nor shall the Company be liable if the issuance or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption Participant shall, prior to any offer for sale of such Shares, obtain a prior favorable written opinion, in form and substance satisfactory shares of Common Stock or other securities to the Company, from counsel for or approved by the Company, as to the applicability of such exemption theretoan Optionee is subsequently invalidated.

Compliance with Laws and Regulations. (a) The Restricted Stock Option and the obligation of the Company to sell and deliver Shares hereunder shall be subject in all respects to to: (i) all applicable Federal and state laws, rules and regulations ; and (ii) any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Committee shall, in its discretion, determine to be necessary or applicable. Moreover, the Company shall Option may not deliver any certificates for be exercised if its exercise, or the receipt of Shares to Participant or any other person pursuant to this Agreement if doing so thereto, would be contrary to applicable law. If at any time the Company determines, in its discretion, that the listing, registration or qualification of Shares upon any national securities exchange or under any state or Federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable, the Company shall not be required to deliver any certificates for Shares to the Participant or any other person pursuant to this Agreement unless and until such listing, registration, qualification, consent or approval has been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the Company. (b) The It is intended that the Shares received upon the expiration exercise of the applicable portion of the Period of Restriction Option shall have been registered under the Securities Act of 1933, as amended (“Securities Act”). If the Participant is an “affiliate” of the Company, as that term is defined in Rule 144 under the Securities Act (“Rule 144”), the Participant may not sell the Shares received except in compliance with Rule 144. Certificates representing Shares issued to an “affiliate” of the Company may bear a legend setting forth such restrictions on the disposition or transfer of the Shares as the Company deems appropriate to comply with Federal and state securities laws. (c) If, If at any timethe time of exercise of all or part of the Option, the Shares are not registered under the Securities Act, and/or there is no current prospectus in effect under the Securities Act with respect to the Shares, the Participant may be required to shall execute, prior to the delivery of any Shares to the Participant by the Company pursuant to this Agreement, an agreement (in such form as the Company may specify) in which the Participant represents and warrants that the Participant is purchasing or acquiring the shares acquired under this Agreement for the Participant’s own account, for investment only and not with a view to the sale resale or distribution thereof, and represents and agrees that any subsequent offer for sale or distribution of any kind of such Shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the Shares being offered or sold, ; or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption the Participant shall, prior to any offer for sale of such Shares, obtain a prior favorable written opinion, in form and substance satisfactory to the Company, from counsel for or approved by the Company, as to the applicability of such exemption thereto.

Compliance with Laws and Regulations. (a) The Restricted In interpreting and applying the provisions of the Plan, any Option granted as an Incentive Stock Option pursuant to the Plan shall, to the extent permitted by law, be construed as an "incentive stock option" within the meaning of Section 422 of the Code. Any Award granted pursuant to the Plan is intended to comply with the requirements of Section 409A of the Code, including any applicable regulations and guidance issued thereunder, and including transition guidance, to the extent Section 409A of the Code is applicable thereto and the obligation terms of the Company to sell Plan and deliver Shares hereunder any Award granted under the Plan shall be subject interpreted, operated and administered in all respects a manner consistent with this intention to (i) all applicable Federal the extent the Company deems necessary to comply with Section 409A of the Code and state lawsany official guidance issued thereunder. Notwithstanding any other provision in the Plan, rules and regulations and (ii) any registrationthe Company, qualification, approvals to the extent it deems necessary or other requirements imposed by any government or regulatory agency or body which the Committee shall, advisable in its sole discretion, determine to be necessary or applicable. Moreoverreserves the right, the Company but shall not deliver be required, to unilaterally amend or modify the Plan and any certificates Award granted under the Plan so that the Award qualifies for Shares to Participant exemption from or any other person pursuant to this Agreement if doing so would be contrary to applicable law. If at any time complies with Section 409A of the Company determinesCode; provided, in its discretionhowever, that the listing, registration Company makes no representations that the Awards shall be exempt from or qualification of Shares upon any national securities exchange or under any state or Federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable, the Company shall not be required to deliver any certificates for Shares to Participant or any other person pursuant to this Agreement unless and until such listing, registration, qualification, consent or approval has been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the Company. (b) The Shares received upon the expiration comply with Section 409A of the applicable portion Code and makes no undertaking to preclude Section 409A of the Period of Restriction shall have been registered Code from applying to Awards granted under the Securities Act Plan. Also notwithstanding the foregoing, if at the time of 1933, as amended (“Securities Act”). If a scheduled vesting date for an Award granted under the Plan that is subject to Section 409A of the Code the Participant is an a “affiliate” of the Company, as that term is defined in Rule 144 under the Securities Act (“Rule 144”), Participant may not sell the Shares received except in compliance with Rule 144. Certificates representing Shares issued to an “affiliatespecified employee” of the Company may bear a legend setting forth such restrictions on within the disposition or transfer meaning of that term under Section 409A of the Shares Code and as the Company deems appropriate to comply with Federal and state securities laws. (c) If, at any time, the Shares are not registered under the Securities Act, and/or there is no current prospectus in effect under the Securities Act with respect to the Shares, Participant may be required to execute, prior to the delivery of any Shares to Participant by the Company pursuant to this Agreement, an agreement (in such form as the Company may specify) in which Participant represents and warrants that Participant is purchasing or acquiring the shares acquired under this Agreement for Participant’s own account, for investment only and not with a view to the sale or distribution thereof, and represents and agrees that any subsequent offer for sale or distribution of any kind of such Shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the Shares being offered or sold, or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption Participant shall, prior to any offer for sale of such Shares, obtain a prior favorable written opinion, in form and substance satisfactory to the Company, from counsel for or approved determined by the Company, and payment would be treated as a payment made on “separation from service” within the meaning of that term under Section 409A of the Code, then, if such delayed commencement is otherwise required in order to avoid a prohibited distribution under Section 409A of the applicability Code, the payment shall be delayed until the date which is six months after the date of such exemption theretoseparation from service or, if earlier, the date of the Participant's death.

Compliance with Laws and Regulations. (a) The Restricted Stock Performance-Based RSUs and the obligation of the Company Corporation to sell and deliver Shares hereunder shall be subject in all respects to (i) all applicable Federal and state laws, rules and regulations and (ii) any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Committee Designated Entity shall, in its discretion, determine to be necessary or applicable. Moreover, the Company Corporation shall not deliver any certificates for Shares to the Participant or any other person pursuant to this Agreement if doing so would be contrary to applicable law. If at any time the Company Corporation determines, in its discretion, that the listing, registration or qualification of Shares upon any national securities exchange or under any state or Federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable, the Company Corporation shall not be required to deliver any certificates for Shares to the Participant or any other person pursuant to this Agreement unless and until such listing, registration, qualification, consent or approval has been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the CompanyCorporation. (b) The It is intended that the Shares received upon the expiration in respect of the applicable portion of the Period of Restriction Performance-Based RSUs shall have been registered under the Securities Act of 1933, as amended (“Securities Act”). If the Participant is an “affiliate” of the CompanyCorporation, as that term is defined in Rule 144 under the Securities Act (“Rule 144”), the Participant may not sell the Shares received except in compliance with Rule 144. Certificates representing Shares issued to an “affiliate” of the Company Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Shares as the Company Corporation deems appropriate to comply with Federal and state securities laws. (c) If, at any time, the Shares are not registered under the Securities Act, and/or there is no current prospectus in effect under the Securities Act with respect to the Shares, the Participant may be required to shall execute, prior to the delivery of any Shares to the Participant by the Company Corporation pursuant to this Agreement, an agreement (in such form as the Company Corporation may specify) in which the Participant represents and warrants that the Participant is purchasing or acquiring the shares Shares acquired under this Agreement for the Participant’s own account, for investment only and not with a view to the sale resale or distribution thereof, and represents and agrees that any subsequent offer for sale or distribution of any kind of such Shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the Shares being offered or sold, or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption the Participant shall, prior to any offer for sale of such Shares, obtain a prior favorable written opinion, in form and substance satisfactory to the CompanyCorporation, from counsel for or approved by the CompanyCorporation, as to the applicability of such exemption thereto.

Compliance with Laws and Regulations. (a) The Restricted Stock Option and the obligation of the Company to sell and deliver Shares hereunder shall be subject in all respects to (i) all applicable Federal federal and state laws, rules and regulations and (ii) any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Committee shall, in its discretion, determine to be necessary or applicable. Moreover, the Company shall Option may not deliver any certificates for be exercised if its exercise, or the receipt of Shares to Participant or any other person pursuant to this Agreement if doing so thereto, would be contrary to applicable law. If at any time the Company determines, in its discretion, that the listing, registration or qualification of Shares upon any national securities exchange or under any state or Federal federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable, the Company shall not be required to deliver any certificates for Shares to the Participant or any other person pursuant to this Agreement unless and until such listing, registration, qualification, consent or approval has been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the Company. (b) The Shares received upon the expiration exercise of the applicable portion of the Period of Restriction Option shall have been registered under the Securities Act of 1933, as amended 1933 (“Securities Act”). If the Participant is an “affiliate” of the Company, as that term is defined in Rule 144 under the Securities Act (“Rule 144”), the Participant may not sell the Shares received except in compliance with Rule 144. Certificates representing Shares issued to an “affiliate” of the Company may bear a legend setting forth such restrictions on the disposition or transfer of the Shares as the Company deems appropriate to comply with Federal federal and state securities laws. (c) If, If at any timethe time of exercise of all or part of the Option, the Shares are not registered under the Securities Act, and/or there is no current prospectus in effect under the Securities Act with respect to the Shares, the Participant may be required to shall execute, prior to the delivery of any Shares to the Participant by the Company pursuant to this Agreement, an agreement (in such form as the Company may specify) in which the Participant represents and warrants that the Participant is purchasing or acquiring the shares acquired under this Agreement for the Participant’s own account, for investment only and not with a view to the sale resale or distribution thereof, and represents and agrees that any subsequent offer for sale or distribution of any kind of such Shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the Shares being offered or sold, or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption the Participant shall, prior to any offer for sale of such Shares, obtain a prior favorable written opinion, in form and substance satisfactory to the Company, from counsel for or approved by the Company, as to the applicability of such exemption thereto.

Compliance with Laws and Regulations. (a) The Restricted 8.1 Notwithstanding the foregoing, no shares of Common Stock and the obligation of the Company to sell and deliver Shares hereunder shall be subject in all respects issued to the Participant pursuant to the Award unless (i) all applicable Federal and state laws, rules and regulations and (ii) any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Committee shall, in its discretion, determine to be necessary or applicable. Moreover, the Company shall not deliver any certificates for Shares to Participant or any other person pursuant to this Agreement if doing so would be contrary to applicable law. If at any time the Company determines, in its discretion, that the listing, registration or qualification of Shares upon any national securities exchange or under any state or Federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable, the Company shall not be required to deliver any certificates for Shares to Participant or any other person pursuant to this Agreement unless and until such listing, registration, qualification, consent or approval has been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the Company. (b) The Shares received upon the expiration of the applicable portion of the Period of Restriction shall have been registered a Registration Statement under the Securities Act of 1933, as amended (the “Securities Act”). If Participant , with respect to the shares of Common Stock to be received under the Award shall be effective and current at the time of exercise or (ii) there is an “affiliate” of the Company, as that term is defined in Rule 144 exemption from registration under the Securities Act (“Rule 144”), Participant may not sell for the Shares received except in compliance with Rule 144. Certificates representing Shares issued to an “affiliate” issuance of the Company may bear a legend setting forth such restrictions on the disposition or transfer shares of the Shares as the Company deems appropriate to comply with Federal and state securities laws. (c) If, at any time, the Shares are not registered Common Stock under the Securities Act, and/or there is no current prospectus in effect under the Securities Act with respect to the Shares, Award. The Participant may be required to execute, prior to the delivery of any Shares to Participant by the Company pursuant to this Agreement, an agreement (in such form as the Company may specify) in which Participant hereby represents and warrants that Participant to the Company that, unless such a Registration Statement is purchasing or acquiring effective and current at the time of issuance of any shares of Common Stock under the Award, the shares of Common Stock to be so issued will be acquired under this Agreement by the Participant for Participant’s his or her own account, for investment only and not with a view to the sale resale or distribution thereof. In any event, and represents and agrees that the Participant shall, while an employee or director of the Company or any subsidiary or parent of the Company, notify the Company of any proposed resale of the shares of Common Stock issued to him under the Award. Any subsequent offer for sale resale or distribution of any kind shares of such Shares Common Stock by the Participant shall be made only pursuant to either (ix) a registration statement on an appropriate form Registration Statement under the Securities Act, which registration statement has become Act that is effective and is current with regard respect to the Shares sale of shares of Common Stock being offered or sold, or (iiy) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption exemption, the Participant shall, prior to any offer for of sale or sale of such Sharesshares of Common Stock, obtain provide the Company (unless waived in writing by the Company) with a prior favorable written opinionopinion of counsel, in form and substance satisfactory to the Company, from counsel for or approved by the Company, as to the applicability of such exemption theretoto the proposed sale or distribution. Such representations and warranties shall also be deemed to be made by the Participant upon each exercise of the Award. Nothing herein shall be construed as requiring the Company to register the shares subject to the Award under the Securities Act; provided, however, the Company hereby acknowledges that nothing herein shall limit the Company’s obligations to file and use its reasonable best efforts to maintain the effectiveness of a registration statement pursuant to Section 5.1 of the Employment Agreement. 8.2 Notwithstanding anything herein to the contrary, if at any time the Committee shall determine, in its discretion, that the listing or qualification of the shares of Common Stock subject to the Award on any securities exchange or under any applicable law, or the consent or approval of any governmental agency or regulatory body, is necessary or desirable as a condition to, or in connection with, the issue of shares of Common Stock hereunder, shares of Common Stock will not be issued under the Award in whole or in part unless such listing, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee. 8.3 The Company may affix appropriate legends upon the certificate for shares of Common Stock issued under the Award and may issue such “stop transfer” instructions to its transfer agent in respect of such shares as it determines, in its discretion, to be necessary or appropriate to (i) prevent a violation of, or to perfect an exemption from, the registration requirements of the Securities Act, or (ii) implement the provisions of this Agreement or any other agreement between the Company and the Participant with respect to such shares of Common Stock.

Compliance with Laws and Regulations. (a) The Restricted Stock grant and exercise of the Options, and the Company’s obligation of the Company to sell and deliver Shares hereunder stock hereunder, are subject to such approvals by any regulatory or governmental agency as may be required and shall be subject in comply with all respects to (i) all relevant provisions of applicable Federal and state laws, rules and regulations and (ii) any registrationregulations, qualificationincluding, approvals or other requirements imposed by any government or regulatory agency or body which the Committee shallwithout limita­tion, in its discretion, determine to be necessary or applicable. Moreover, the Company shall not deliver any certificates for Shares to Participant or any other person pursuant to this Agreement if doing so would be contrary to applicable law. If at any time the Company determines, in its discretion, that the listing, registration or qualification of Shares upon any national securities exchange or under any state or Federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable, the Company shall not be required to deliver any certificates for Shares to Participant or any other person pursuant to this Agreement unless and until such listing, registration, qualification, consent or approval has been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the Company. (b) The Shares received upon the expiration of the applicable portion of the Period of Restriction shall have been registered under the Securities Act of 1933, as amended (“the "Securities Act”"). If Participant is an “affiliate” , the Securities Exchange Act of the Company1934, as amended, state securities laws, the rules and regulations promul­gated thereunder, and the require­ments of any stock exchange or of any quotation association or organization upon which the Option Shares may then be listed or quoted, and shall be further subject to the approval of counsel for the Company with respect to such compliance. The Company may imprint any legends on the Option Shares restricting their subsequent sale or transfer that term is defined in Rule 144 may be required by state or Federal law. Unless the Option Shares shall be duly registered under the Securities Act (“Rule 144”)and registered, Participant may not sell the Shares received except in compliance with Rule 144. Certificates representing Shares issued to an “affiliate” of the Company may bear a legend setting forth such restrictions on the disposition qualified or transfer of the Shares as the Company deems appropriate to comply with Federal and authorized under applicable state securities laws. (c) If, at any timelaw, the Shares are not registered under the Securities ActOptionee, and/or there is no current prospectus in effect under the Securities Act with respect to the Sharesby accepting these Options, Participant may be required to execute, prior to the delivery of any Shares to Participant by the Company pursuant to this Agreement, an agreement (in such form as the Company may specify) in which Participant represents and warrants for himself and any other person or persons properly exercising these Options that Participant is purchasing any and all shares purchased hereunder shall be acquired for investment and not with the intention to sell or acquiring distribute such shares and agrees to deliver to the Company, upon request, a written representation that the shares being purchased are being acquired under this Agreement for Participant’s own account, for investment only and not with a present intention of sale or with a view to the sale or distribution thereofdistribution, and represents and agrees a consent that any subsequent offer for sale the certificate representing such shares be endorsed to indicate such representation. The Company shall not be liable in the event it is unable to issue or distribution sell shares of any kind of such Shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard Common Stock or other securities to the Shares being offered Optionee if such issuance or soldsale would be unlawful, nor shall the Company be liable if the issuance or (ii) a specific exemption from sale of shares of Common Stock or other securities to an Optionee is subsequently invalidated. So long as is required, in the registration requirements opinion of the Securities ActCompany’s general counsel, but in claiming such exemption Participant shallto avoid adverse tax, prior to any offer for sale of such Shares, obtain a prior favorable written opinion, in form and substance satisfactory legal or accounting consequences to the Company, from counsel for Optionee may not exercise an Option through the tendering, by either actual delivery or approved by attestation, of whole Shares unless the Company, as to Committee specifically authorized such a transaction in the applicability of such exemption theretoapplicable Agreement.

Compliance with Laws and Regulations. (a) The Restricted Stock Units and the obligation of the Company to sell and deliver Shares or cash payments hereunder shall be subject in all respects to (i) all applicable Federal and state laws, rules and regulations regulations; and (ii) any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Committee shall, in its discretion, determine to be necessary or applicable. Moreover, the Company shall not deliver any certificates for Shares to the Participant or any other person pursuant to this Agreement if doing so would be contrary to applicable law. If at any time the Company determines, in its discretion, that the listing, registration or qualification of Shares upon any national securities exchange or under any state or Federal federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable, the Company shall not be required to deliver any certificates for Shares to the Participant or any other person pursuant to this Agreement unless and until such listing, registration, qualification, consent or approval has been effected or obtained, or otherwise provided forfor , free of any conditions not acceptable to the Company. (b) The It is intended that any Shares received upon the expiration of the applicable portion of the Period of Restriction shall have been registered under the Securities Act of 1933, as amended (“Securities Act”). If the Participant is an “affiliate” of the Company, as that term is defined in Rule 144 under the Securities Act (“Rule 144”), the Participant may not sell the Shares received except in compliance with Rule 144. Certificates representing Shares issued to an “affiliate” of the Company may bear a legend setting forth such restrictions on the disposition or transfer of the Shares as the Company deems appropriate to comply with Federal federal and state securities laws. (c) If, If at any time, time the Shares are not registered under the Securities Act, and/or there is no current prospectus in effect under the Securities Act with respect to the Shares, the Participant may be required to shall execute, prior to the delivery of any Shares to the Participant by the Company pursuant to this Agreement, an agreement (in such form as the Company may specify) in which the Participant represents and warrants that the Participant is purchasing or acquiring the shares Shares acquired under this Agreement for Participant’s the Participant ‘s own account, for investment only and not with a view to the sale resale or distribution thereof, and represents and agrees that any subsequent offer for sale or distribution of any kind of such Shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the Shares being offered or sold, ; or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption the Participant shall, prior to any offer for sale of such Shares, obtain a prior favorable written opinion, in form and substance satisfactory to the Company, from counsel for or approved by the CompanyCompany , as to the applicability of such exemption thereto.

Compliance with Laws and Regulations. (a) The Restricted Stock and the obligation of the Company will not be obligated to sell and issue or deliver Shares hereunder shall be subject in all respects to (i) all applicable Federal and state laws, rules and regulations and (ii) any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Committee shall, in its discretion, determine to be necessary or applicable. Moreover, the Company shall not deliver any certificates for Shares to Participant or any other person pursuant to this Amendment or Agreement if doing so would be contrary to unless the issuance and delivery of such Shares complies with applicable law. If at , including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the requirements of any time stock exchange or market upon which the Shares may then be listed, and shall be further subject to the approval of counsel for the Company determines, in its discretion, that the listing, registration or qualification of Shares upon any national securities exchange or under any state or Federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable, the Company shall not be required with respect to deliver any certificates for Shares to Participant or any other person pursuant to this Agreement unless and until such listing, registration, qualification, consent or approval has been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the Companycompliance. (b) The RSUs and Shares received upon the expiration of the applicable portion of the Period of Restriction shall have not been registered under the Securities Act of 19331933 as amended, as amended (nor under any state securities laws and are “Securities Act”). If Participant is an “affiliaterestricted securities” within meaning of the Company, as that term is defined in Rule 144 under the Securities Act (“Rule 144”), Participant may not sell the Shares received except in compliance with Rule 144federal securities laws. Certificates representing Shares issued to an “affiliate” Furthermore no public market exists for securities of the Company may bear a legend setting forth such restrictions on the disposition or transfer of the Shares as the Company deems appropriate to comply with Federal and state securities laws. (c) If, at any time, the Shares are not registered under the Securities Act, and/or there is no current prospectus in effect under assurance that a public market will ever exist. The following legend, or one substantially like it, will be imprinted on the Securities Act with respect to certificates representing the Shares: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER FEDERAL OR STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, Participant may be required to executeSOLD, prior to the delivery of any Shares to Participant by the Company pursuant to this AgreementPLEDGED, an agreement OR OTHERWISE DISPOSED OF UNLESS SO REGISTERED OR QUALIFIED OR UNLESS AN EXEMPTION EXISTS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED BY AN OPINION OF COUNSEL TO THE REGISTERED HOLDER (in such form as the Company may specify) in which Participant represents and warrants that Participant is purchasing or acquiring the shares acquired under this Agreement for Participant’s own account, for investment only and not with a view to the sale or distribution thereof, and represents and agrees that any subsequent offer for sale or distribution of any kind of such Shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the Shares being offered or sold, or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption Participant shall, prior to any offer for sale of such Shares, obtain a prior favorable written opinion, in form and substance satisfactory to the Company, from counsel for or approved by the Company, as to the applicability of such exemption theretoWHICH OPINION AND COUNSEL SHALL BOTH BE SATISFACTORY TO THE COMPANY).”

Compliance with Laws and Regulations. (a) The Restricted Stock Each Party represents, warrants, and the obligation covenants that, with respect to its activities in furtherance of or in connection with provision or use of the Company to sell and deliver Shares hereunder shall be subject in all respects to Service under this Agreement, it will: (i) comply in all material respects with all applicable Federal Laws including, but not limited to, all electronic surveillance Laws, Laws relating to personal identifiable information, privacy Laws, any and all state lawspublic utility commission registrations, Taxes and Fees, CALEA and implementing rules, the Communications Act of 1934, as amended, international long distance (i.e., “Section 214 authority”), and the FCC implementing rules and regulations orders (e.g., CPNI) rules, compliance programs, certifications and filings, and (ii) any registration, qualification, approvals or not negligently cause the other requirements imposed by any government or regulatory agency or body which the Committee shall, in its discretion, determine Party to be necessary or applicable. Moreover, the Company shall not deliver any certificates for Shares to Participant or any other person pursuant to this Agreement if doing so would be contrary to applicable law. If at any time the Company determines, in its discretion, that the listing, registration or qualification of Shares upon any national securities exchange or under any state or Federal law, or the consent or approval material violation of any governmental regulatory body, is necessary or desirable, the Company shall not be required to deliver any certificates for Shares to Participant or any other person pursuant to this Agreement unless and until such listing, registration, qualification, consent or approval has been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the Companyapplicable Laws. (b) The Shares received upon DISH is solely responsible for, and accordingly is solely liable for, all Numbers, including ensuring that all Numbers are assigned, used and disconnected in accordance with all applicable Laws and industry numbering resource guidelines. With respect to Numbers that T-Mobile makes available to DISH, until such time as DISH is providing services to end users pursuant to Annex 3, T-Mobile will remain the expiration “Primary Carrier” and DISH will remain the “Intermediate Non-Carrier Entity” as defined by the regulations of the applicable portion of the Period of Restriction Federal Communications Commission. The Parties shall have been registered under the Securities Act of 1933, as amended (“Securities Act”). If Participant is an “affiliate” of the Company, as agree to modifications to this Agreement that term is defined in Rule 144 under the Securities Act (“Rule 144”), Participant may not sell the Shares received except in compliance with Rule 144. Certificates representing Shares issued to an “affiliate” of the Company may bear a legend setting forth such restrictions on the disposition or transfer of the Shares as the Company deems appropriate are reasonably necessary to comply with Federal any change in Laws related to its practices. Each Party must store all of its subscriber information (including without limitation call transactional data, call associated data, call identifying data, subscriber information and state securities laws. subscriber billing records (c) If, at any time, the Shares are not registered under the Securities Act, and/or there is no current prospectus in effect under the Securities Act and including End User Personal Data with respect to the Shares, Participant may be required to execute, prior to the delivery of any Shares to Participant by the Company pursuant to this Agreement, an agreement (in such form as the Company may specifyDISH) in which Participant represents the United States. Each Party may not provide, authorize, or allow any third party (including Affiliates) to provide any subscriber information to any non-United States government except as required by applicable non-United States law and warrants that Participant is purchasing or acquiring the shares acquired under this Agreement for Participant’s own account, for investment only and not with a view to the sale or distribution thereof, and represents and agrees permitted by applicable Law. Each Party will ensure that any subsequent offer for sale or distribution of any kind of such Shares shall and all subscriber information is not and will not be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the Shares being offered or sold, or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption Participant shall, prior subject to any offer for sale of such Shares, obtain a prior favorable written opinion, in form and substance satisfactory to the Company, from counsel for or approved by the Company, as to the applicability of such exemption theretomandatory foreign destruction laws.

Compliance with Laws and Regulations. (a) The Restricted Stock RSUs and the obligation of the Company to sell and deliver Shares hereunder shall be subject in all respects to (i) all applicable Federal and state laws, rules and regulations and (ii) any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Committee shall, in its discretion, determine to be necessary or applicable. Moreover, the Company shall not deliver any certificates for Shares to Participant or any other person pursuant to this Agreement if doing so would be contrary to applicable law. If at any time the Company determines, in its discretion, that the listing, registration or qualification of Shares upon any national securities exchange or under any state or Federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable, the Company shall not be required to deliver any certificates for Shares to Participant or any other person pursuant to this Agreement unless and until such listing, registration, qualification, consent or approval has been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the Company. (b) The Shares received upon the expiration settlement of the applicable portion of the Period of Restriction RSUs shall have been registered under the Securities Act of 1933, as amended (“Securities Act”). If Participant is an “affiliate” of the Company, as that term is defined in Rule 144 under the Securities Act (“Rule 144”), Participant may not sell the Shares received except in compliance with Rule 144. Certificates representing Shares issued to an “affiliate” of the Company may bear a legend setting forth such restrictions on the disposition or transfer of the Shares as the Company deems appropriate to comply with Federal and state securities laws. (c) If, at any time, the Shares are not registered under the Securities Act, and/or there is no current prospectus in effect under the Securities Act with respect to the Shares, Participant may be required to execute, prior to the delivery of any Shares to Participant by the Company pursuant to this Agreement, an agreement (in such form as the Company may specify) in which Participant represents and warrants that Participant is purchasing or acquiring the shares acquired under this Agreement for Participant’s own account, for investment only and not with a view to the sale or distribution thereof, and represents and agrees that any subsequent offer for sale or distribution of any kind of such Shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the Shares being offered or sold, or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption Participant shall, prior to any offer for sale of such Shares, obtain a prior favorable written opinion, in form and substance satisfactory to the Company, from counsel for or approved by the Company, as to the applicability of such exemption thereto.

Compliance with Laws and Regulations. (a) A. The Restricted Stock Producer, and to the obligation of extent applicable, its employees, must be properly licensed and appointed in every state in which it solicits business or where commissions are earned. Unless the Company to sell Producer is so licensed and deliver Shares hereunder shall be subject in all respects to (i) all applicable Federal and state laws, rules and regulations and (ii) any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Committee shall, in its discretion, determine to be necessary or applicable. Moreoverappointed, the Company will not pay commissions on the business the Producer produces. The Producer warrants that neither it, nor any of its employees, have been materially fined, censored, or otherwise been subject to an action involving their license. B. The Producer shall notify the Company immediately if any license required to perform the services contemplated by this Agreement is changed, suspended, revoked, limited or terminated in any manner, or if any of its agents are fined, censored, or otherwise subject to any action involving their license. C. The Producer will notify the Company if it or one of its officers, partners, principals, owners, employees or agents is, or has been, convicted of a federal or state felony crime involving dishonesty or breach of trust. This requirement applies whether or not deliver any certificates for Shares the Company has appointed or intends to Participant appoint such person. D. The Producer will comply with all applicable local, state or federal laws or regulations, including, but not limited to, those relating to, escheat and abandoned property laws, anti-terrorism and those prohibiting discrimination based upon race, national origin, ethnic background, creed, age, sex, disability, or any other unlawful discrimination, as well as, the Violent Crime Control and Law Enforcement Act of 1994, the insurance provisions of 18 U.S.C. 1033 (which makes it a crime for an insurance company to do business with a felon or person pursuant who has breached fiduciary obligations, unless such individual has obtained a waiver from the appropriate regulatory agency), the Xxxxx-Xxxxx Bliley Act, and the US Patriot Act. E. The Producer will comply with all applicable privacy laws and regulations, including the Health Insurance Portability and Accountability Act. The Producer further agrees that it will maintain security measures designed to this Agreement if doing so would be contrary i) ensure the security and confidentiality of any private or confidential information, ii) protect against any anticipated threats or hazards to applicable law. If at any time the Company determines, in its discretion, that the listing, registration security and integrity of private or qualification of Shares upon any national securities exchange or under any state or Federal lawconfidential information; and iii) protect against unauthorized access to, or use of, any private or confidential information. The Producer may use any private or confidential information as allowed by law to provide the consent or approval of any governmental regulatory body, is necessary or desirable, the Company shall not be required to deliver any certificates for Shares to Participant or any other person pursuant to this Agreement unless products and until such listing, registration, qualification, consent or approval has been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the Company. (b) The Shares received upon the expiration of the applicable portion of the Period of Restriction shall have been registered under the Securities Act of 1933, as amended (“Securities Act”). If Participant is an “affiliate” of the Company, as that term is defined in Rule 144 under the Securities Act (“Rule 144”), Participant may not sell the Shares received except in compliance with Rule 144. Certificates representing Shares issued to an “affiliate” of the Company may bear a legend setting forth such restrictions on the disposition or transfer of the Shares as the Company deems appropriate to comply with Federal and state securities laws. (c) If, at any time, the Shares are not registered under the Securities Act, and/or there is no current prospectus in effect under the Securities Act with respect to the Shares, Participant may be required to execute, prior to the delivery of any Shares to Participant services contemplated by the Company pursuant to this Agreement, an agreement (in such form as the Company may specify) in which Participant represents and warrants that Participant is purchasing or acquiring the shares acquired under this Agreement for Participant’s own account, for investment only and not with a view to the sale or distribution thereof, and represents and agrees that any subsequent offer for sale or distribution of any kind of such Shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the Shares being offered or sold, or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption Participant shall, prior to any offer for sale of such Shares, obtain a prior favorable written opinion, in form and substance satisfactory to the Company, from counsel for or approved by the Company, as to the applicability of such exemption thereto.

Compliance with Laws and Regulations. (a) The Restricted Stock Each Party represents, warrants, and the obligation covenants that, with respect to its activities in furtherance of or in connection with provision or use of the Company to sell and deliver Shares hereunder shall be subject in all respects to Service under this Agreement, it will: (i) comply in all material respects with all applicable Federal Laws including, but not limited to, all electronic surveillance Laws, Laws relating to personal identifiable information, privacy Laws, any and all state lawspublic utility commission registrations, Taxes and Fees, CALEA and implementing rules, the Communications Act of 1934, as amended, international long distance (i.e., “Section 214 authority”), and the FCC implementing rules and regulations orders (e.g., CPNI) rules, compliance programs, certifications and filings, and (ii) any registration, qualification, approvals or not negligently cause the other requirements imposed by any government or regulatory agency or body which the Committee shall, in its discretion, determine Party to be necessary or applicable. Moreover, the Company shall not deliver any certificates for Shares to Participant or any other person pursuant to this Agreement if doing so would be contrary to applicable law. If at any time the Company determines, in its discretion, that the listing, registration or qualification of Shares upon any national securities exchange or under any state or Federal law, or the consent or approval material violation of any governmental regulatory body, is necessary or desirable, the Company shall not be required to deliver any certificates for Shares to Participant or any other person pursuant to this Agreement unless and until such listing, registration, qualification, consent or approval has been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the Companyapplicable Laws. (b) The Shares received upon DISH is solely responsible for, and accordingly is solely liable for, all Numbers, including ensuring that all Numbers are assigned, used and disconnected in accordance with all ​ applicable Laws and industry numbering resource guidelines. With respect to Numbers that T-Mobile makes available to DISH, until such time as DISH is providing services to end users pursuant to Annex 3, T-Mobile will remain the expiration “Primary Carrier” and DISH will remain the “Intermediate Non-Carrier Entity” as defined by the regulations of the applicable portion of the Period of Restriction Federal Communications Commission. The Parties shall have been registered under the Securities Act of 1933, as amended (“Securities Act”). If Participant is an “affiliate” of the Company, as agree to modifications to this Agreement that term is defined in Rule 144 under the Securities Act (“Rule 144”), Participant may not sell the Shares received except in compliance with Rule 144. Certificates representing Shares issued to an “affiliate” of the Company may bear a legend setting forth such restrictions on the disposition or transfer of the Shares as the Company deems appropriate are reasonably necessary to comply with Federal any change in Laws related to its practices. Each Party must store all of its subscriber information (including without limitation call transactional data, call associated data, call identifying data, subscriber information and state securities laws. subscriber billing records (c) If, at any time, the Shares are not registered under the Securities Act, and/or there is no current prospectus in effect under the Securities Act and including End User Personal Data with respect to the Shares, Participant may be required to execute, prior to the delivery of any Shares to Participant by the Company pursuant to this Agreement, an agreement (in such form as the Company may specifyDISH) in which Participant represents the United States. Each Party may not provide, authorize, or allow any third party (including Affiliates) to provide any subscriber information to any non-United States government except as required by applicable non-United States law and warrants that Participant is purchasing or acquiring the shares acquired under this Agreement for Participant’s own account, for investment only and not with a view to the sale or distribution thereof, and represents and agrees permitted by applicable Law. Each Party will ensure that any subsequent offer for sale or distribution of any kind of such Shares shall and all subscriber information is not and will not be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the Shares being offered or sold, or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption Participant shall, prior subject to any offer for sale of such Shares, obtain a prior favorable written opinion, in form and substance satisfactory to the Company, from counsel for or approved by the Company, as to the applicability of such exemption theretomandatory foreign destruction laws.

Compliance with Laws and Regulations. (a) The Restricted Stock Option and the obligation of the Company to sell and deliver Shares hereunder shall be subject in all respects to (to: ( i) all applicable Federal and state laws, rules and regulations ; and (ii) any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Committee shall, in its discretion, determine to be necessary or applicable. Moreover, the Company shall Option may not deliver any certificates for be exercised if its exercise, or the receipt of Shares to Participant or any other person pursuant to this Agreement if doing so thereto, would be contrary to applicable law. If at any time the Company determines, in its discretion, that the listing, registration or qualification of Shares upon any national securities exchange or under any state or Federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable, the Company shall not be required to deliver any certificates for Shares to the Participant or any other person pursuant to this Agreement unless and until such listing, registration, qualification, consent or approval has been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the Company. (b) The It is intended that the Shares received upon the expiration exercise of the applicable portion of the Period of Restriction Option shall have been registered under the Securities Act of 1933, as amended (“Securities Act”). If the Participant is an “affiliate” of the Company, as that term is defined in Rule 144 under the Securities Act (“Rule 144”), the Participant may not sell the Shares received except in compliance with Rule 144. Certificates representing Shares issued to an “affiliate” of the Company may bear a legend setting forth such restrictions on the disposition or transfer of the Shares as the Company deems appropriate to comply with Federal and state securities laws. (c) If, If at any timethe time of exercise of all or part of the Option, the Shares are not registered under the Securities Act, and/or there is no current prospectus in effect under the Securities Act with respect to the Shares, the Participant may be required to shall execute, prior to the delivery of any Shares to the Participant by the Company pursuant to this Agreement, an agreement (in such form as the Company may specify) in which the Participant represents and warrants that the Participant is purchasing or acquiring the shares acquired under this Agreement for the Participant’s own account, for investment only and not with a view to the sale resale or distribution thereof, and represents and agrees that any subsequent offer for sale or distribution of any kind of such Shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the Shares being offered or sold, ; or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption the Participant shall, prior to any offer for sale of such Shares, obtain a prior favorable written opinion, in form and substance satisfactory to the Company, from counsel for or approved by the Company, as to the applicability of such exemption thereto.

Compliance with Laws and Regulations. (a) The Restricted Stock A. Laws, Regulations and the obligation of the Company to sell and deliver Shares hereunder Orders: This agreement shall be subject to the conservation laws of the state in which the Contract Area is located, to the valid rules, regulations, and orders of any duly constituted regulatory body of said state; and to all respects to (i) all other applicable Federal federal, state, and state local laws, rules or finances, rules, regulations, and regulations orders. B. Governing Law: This agreement and (ii) any registrationall matters pertaining hereto, qualificationincluding, approvals but not limited to, matters of performance, non -performance, breach, remedies, procedures, rights, duties and interpretation or other requirements imposed construction, shall be governed and determined by any government or regulatory agency or body the law of the state in which the Committee shallContract Area is located. C. Regulatory Agencies: With respect to operations hereunder, in its discretionNon-Operators agree to release Operator from any and all losses, determine damages, injuries, claims and causes of action arising out of, incident to be necessary or applicable. Moreoverresulting directly or indirectly from Operator’s interpretation or application of rules, rulings, regulations or orders of the Company shall not deliver any certificates for Shares to Participant Department of Energy or any other person pursuant to this Agreement if doing so would be contrary to applicable law. If at any time the Company determines, in its discretion, that the listing, registration predecessor or qualification of Shares upon any national securities exchange or under any state or Federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable, the Company shall not be required to deliver any certificates for Shares to Participant or any other person pursuant to this Agreement unless and until such listing, registration, qualification, consent or approval has been effected or obtained, or otherwise provided for, free of any conditions not acceptable successor agencies to the Company. (b) The Shares received upon the expiration extent such interpretation or application was made in good faith. Each Non-Operator further agrees to reimburse Operator for any amounts applicable to such Non-Operator’s share of the applicable portion of the Period of Restriction shall have been registered under the Securities Act of 1933, as amended (“Securities Act”). If Participant is an “affiliate” of the Company, as production that term is defined in Rule 144 under the Securities Act (“Rule 144”), Participant may not sell the Shares received except in compliance with Rule 144. Certificates representing Shares issued to an “affiliate” of the Company may bear a legend setting forth such restrictions on the disposition or transfer of the Shares as the Company deems appropriate to comply with Federal and state securities laws. (c) If, at any time, the Shares are not registered under the Securities Act, and/or there is no current prospectus in effect under the Securities Act with respect to the Shares, Participant Operator may be required to executerefund, prior rebate or pay as a result of such an incorrect interpretation or application, together with interest and penalties thereon owing by Operator as a result of such incorrect interpretation or application. Non-Operators authorize Operator to prepare and submit such documents as may be required to be submitted to the delivery purchaser of any Shares crude oil sold hereunder or to Participant by the Company any other person or entity pursuant to this Agreement, an agreement (in such form as the Company may specify) in which Participant represents and warrants that Participant is purchasing or acquiring the shares acquired under this Agreement for Participant’s own account, for investment only and not with a view to the sale or distribution thereof, and represents and agrees that any subsequent offer for sale or distribution of any kind of such Shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the Shares being offered or sold, or (ii) a specific exemption from the registration requirements of the Securities “Crude Oil Windfall Profit Tax Act of 1980”, as same may be amended from time to time (“Act”), but in claiming such exemption Participant shall, prior to and any offer for sale of such Shares, obtain a prior favorable written opinion, in form and substance satisfactory to the Company, from counsel for valid regulations or approved rules which may be issued by the Company, as Treasury Department from time to the applicability of such exemption theretotime pursuant to said Act. Each party hereto agrees to furnish any and all certifications or other information which is required to be furnished by said Act in a timely manner and in sufficient detail to permit compliance with said Act.

Compliance with Laws and Regulations. The Optionee represents and warrants to the Corporation that the services rendered by him to the Corporation shall under no circumstance include (a) The Restricted Stock any activities which could be deemed by the Securities and Exchange Commission ("SEC") to constitute investment banking or any other activities requiring the obligation Optionee to register as a broker­dealer under the Securities Exchange Act of 1934; (b) any activities which could be deemed by the Company SEC to sell be in connection with the offer or sale of securities; or (c) any activities which directly or indirectly promote or maintain a market for the Corporation's securities. By accepting this Option, the Optionee represents and deliver agrees for himself and his transferees by will or the laws of descent and distribution that, unless a registration statement under Securities Act of 1933 is in effect as to Shares hereunder purchased upon any exercise of this Option, (a) any and all Shares so purchased shall be subject acquired for his personal account and not with a view to or for sale in all respects to (i) all applicable Federal and state lawsconnection with distribution, rules and regulations and (iib) each notice of exercise of all or any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Committee portion of this Option shall, if the Option Committee so requests, be accompanied by a representation and warranty in its discretionwriting, determine signed by the person entitled to be necessary exercise the same, that the Shares are being so acquired in good faith for his or applicableher personal account and not with a view to or for sale in connection with any distribution. Moreover, the Company shall not deliver any No certificates for Shares purchased upon exercise of this Option shall be issued and delivered unless and until, in the opinion of legal counsel for the Corporation, such securities may be issued and delivered without causing the Corporation to Participant be in violation of or incur any liability under any federal, state or other securities law or any other person pursuant to this Agreement if doing so would be contrary to applicable lawrequirement of law or of any regulatory body having jurisdiction over the Corporation. If at any time Without limiting the Company determinesgenerality of the foregoing, in its discretion, the Optionee acknowledges and understands that the listing, registration or qualification of Shares upon any national securities exchange or under any state or Federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable, the Company shall not be required to deliver any certificates for Shares to Participant or any other person pursuant to this Agreement unless and until such listing, registration, qualification, consent or approval has been effected or obtained, or otherwise provided for, free of any conditions not acceptable subject to the Company. (b) The Shares received upon the expiration of the applicable portion of the Period of Restriction shall Options granted hereunder have not been registered under the Securities Act of 1933, as amended amended, or under the blue sky or securities laws of any state, that the Corporation has no obligation to so register any of such Shares and that, except to the extent the Shares are so registered, the Shares will be restricted securities and may be sold, transferred or otherwise disposed of only if an exemption from such registration is available. Unless the Shares have been so registered, there shall be noted conspicuously upon each stock certificate representing such Shares, the following statement: "The shares of stock represented by this certificate have not been registered under the Securities Act of 1933 (“Securities 1933 Act”). If Participant is ) nor under any applicable state securities act and may not be offered or sold except pursuant to (i) an “affiliate” of effective registration statement relating to such stock under the Company1933 Act and any applicable state securities act, as that term is defined in (ii) to the extent applicable, Rule 144 under the Securities 1933 Act (“Rule 144”), Participant may not sell the Shares received except in compliance with Rule 144. Certificates representing Shares issued or any similar rule under such act or acts relating to an “affiliate” of the Company may bear a legend setting forth such restrictions on the disposition or transfer of the Shares as the Company deems appropriate to comply with Federal and state securities laws. (c) If, at any time, the Shares are not registered under the Securities Act, and/or there is no current prospectus in effect under the Securities Act with respect to the Shares, Participant may be required to execute, prior to the delivery of any Shares to Participant by the Company pursuant to this Agreement, an agreement (in such form as the Company may specify) in which Participant represents and warrants that Participant is purchasing or acquiring the shares acquired under this Agreement for Participant’s own account, for investment only and not with a view to the sale or distribution thereof, and represents and agrees that any subsequent offer for sale or distribution of any kind of such Shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the Shares being offered or soldsecurities), or (iiiii) a specific exemption from the registration requirements an opinion of the Securities Act, but in claiming such exemption Participant shall, prior to any offer for sale of such Shares, obtain a prior favorable written opinion, in form and substance counsel satisfactory to the Company, Corporation that an exemption from counsel for registration under Act or approved by the Company, as to the applicability of such exemption theretoActs is available."

Compliance with Laws and Regulations. (a) The Restricted Director understands that the grant, vesting and payments of the Deferred Stock Units under the Plan and the obligation issuance, transfer, assignment, sale, or other dealings of the Company to sell and deliver Shares hereunder shall be subject in all respects to compliance by the Company (iand its Subsidiaries or Affiliates) and the Director with all applicable Federal laws, rules, and state regulations. Furthermore, the Director agrees that he or she will not acquire Shares pursuant to the Plan except in compliance with all applicable laws, rules and regulations regulations. Any cross-border remittance made to transfer proceeds received upon the sale of Shares must be made through a locally authorized financial institution or registered foreign exchange agency and (ii) any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which may require the Committee shall, in its discretion, determine Director to be necessary or applicableprovide such entity with certain information regarding the transaction. Moreover, the Director understands and agrees that the future value of the underlying Shares is unknown and cannot be predicted with certainty and may decrease in value, even below the fair market value on the Grant Date. The Director understands that the Company shall is not deliver responsible for any certificates for foreign exchange fluctuation between local currency and the United States Dollar or the selection by the Company in its sole discretion of an applicable foreign currency exchange rate that may affect the value of the Deferred Stock Units (or the calculation of income or Tax-Related Items thereunder). Notwithstanding anything else this Agreement, the Company reserves the right to impose other requirements on the Director’s participation in the Plan or on the Deferred Stock Units and any Shares to Participant acquired under the Plan, or take any other person pursuant action, to this Agreement if doing so would be contrary to applicable law. If at any time the extent the Company determines, in its discretion, that the listing, registration or qualification of Shares upon any national securities exchange or under any state or Federal law, or the consent or approval of any governmental regulatory body, determines it is necessary or desirableadvisable in order to comply with applicable law or to facilitate the administration of the Plan and to require the Director to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. The Director understands that the laws of the country in which he/she is residing at the time of grant, vesting or payment of the Deferred Stock Units (including any rules or regulations governing securities, foreign exchange, tax, labor or other matters) may restrict the Deferred Stock Units or may subject the Director to additional procedural or regulatory requirements he/she is solely responsible for and will have to independently fulfill in relation to the Deferred Stock Units. Such restrictions, procedures, requirements, terms, and conditions may be set forth (but are not limited to those) in the Country-Specific Addendum (the “Addendum”) attached hereto, which constitutes part of this Agreement. Notwithstanding any provision herein, the Company Director’s participation in the Plan shall not be required subject to deliver any certificates for Shares to Participant applicable special terms and conditions or any other person pursuant to this Agreement unless disclosures as set forth in the Addendum. The Director also understands and until such listingagrees that if he serves on the Board, registrationresides, qualification, consent or approval has been effected or obtainedmoves to, or otherwise provided for, free is or becomes subject to applicable laws or Company policies of any conditions not acceptable to the Company. (b) The Shares received upon the expiration of the applicable portion of the Period of Restriction shall have been registered under the Securities Act of 1933, as amended (“Securities Act”). If Participant is an “affiliate” of the Company, as that term is defined in Rule 144 under the Securities Act (“Rule 144”), Participant may not sell the Shares received except in compliance with Rule 144. Certificates representing Shares issued to an “affiliate” of the Company may bear a legend setting forth such restrictions on the disposition or transfer of the Shares as the Company deems appropriate to comply with Federal and state securities laws. (c) If, another jurisdiction at any time, certain country-specific notices, disclaimers and/or terms and conditions may apply to him as from the Shares are not registered under the Securities Actdate of grant, and/or there is no current prospectus in effect under the Securities Act with respect to the Shares, Participant may be required to execute, prior to the delivery of any Shares to Participant unless otherwise determined by the Company pursuant to this Agreement, an agreement (in such form as the Company may specify) in which Participant represents and warrants that Participant is purchasing or acquiring the shares acquired under this Agreement for Participant’s own account, for investment only and not with a view to the sale or distribution thereof, and represents and agrees that any subsequent offer for sale or distribution of any kind of such Shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the Shares being offered or sold, or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption Participant shall, prior to any offer for sale of such Shares, obtain a prior favorable written opinion, in form and substance satisfactory to the Company, from counsel for or approved by the Company, as to the applicability of such exemption theretoits sole discretion.

Compliance with Laws and Regulations. (a) The Restricted Stock and the obligation of the Company to sell and deliver Shares hereunder shall be subject in all respects to (i) all applicable Federal and state laws, rules and regulations regulations; and (ii) any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Committee shall, in its discretion, determine to be necessary or applicable. Moreover, the Company shall not deliver any certificates for Shares to the Participant or any other person pursuant to this Agreement if doing so would be contrary to applicable law. If at any time the Company determines, in its discretion, that the listing, registration or qualification of Shares upon any national securities exchange or under any state or Federal federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable, the Company shall not be required to deliver any certificates for Shares to the Participant or any other person pursuant to this Agreement unless and until such listinglisting , registration, qualification, consent or approval has been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the Company. (b) The It is intended that the Shares received upon the expiration of the applicable portion of the Period of Restriction shall have been registered under the Securities Act of 1933, as amended (“Securities Act”). If the Participant is an “affiliate” of the Company, as that term is defined in Rule 144 under the Securities Act (“Rule 144”), the Participant may not sell the Shares received except in compliance with Rule 144. Certificates representing Shares issued to an “affiliate” of the Company may bear a legend setting forth such restrictions on the disposition or transfer of the Shares as the Company deems appropriate to comply with Federal federal and state securities laws. (c) If, If at any time, time the Shares are not registered under the Securities Act, and/or there is no current prospectus in effect under the Securities Act with respect to the Shares, the Participant may be required to shall execute, prior to the delivery of any Shares to the Participant by the Company pursuant to this Agreement, an agreement (in such form as the Company may specify) in which the Participant represents and warrants that the Participant is purchasing or acquiring the shares Shares acquired under this Agreement for the Participant’s own account, for investment only and not with a view to the sale resale or distribution thereof, and represents and agrees that any subsequent offer for sale or distribution of any kind of such Shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the Shares being offered or sold, ; or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption the Participant shall, prior to any offer for sale of such Shares, obtain a prior favorable written opinion, in form and substance satisfactory to the Company, from counsel for or approved by the CompanyCompany , as to the applicability of such exemption thereto.

Compliance with Laws and Regulations. A. Americans with Disabilities Act. Unless caused by alterations or changes made by Client, including Client's agents, representatives, employees, contractors or subcontractors, or caused by Client's (aincluding Client's agents, representatives, employees, contractors or subcontractors) The Restricted Stock and the obligation negligence or willful misconduct, City shall be responsible for compliance with Title II of the Company to sell and deliver Shares hereunder shall be subject in all respects to Americans with Disabilities Act ("ADA") regarding the following fixtures: (i) all applicable Federal and state lawsstructural fixtures, rules and regulations including the Facility's elevators and (ii) any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which doorway of the Committee shall, in its discretion, determine to be necessary or applicable. Moreover, the Company shall not deliver any certificates for Shares to Participant Facility or any other person pursuant part of the Facility located outside of the exhibit halls and meeting rooms used by Client. Nothing herein shall create any obligation on City not required under Title II of the ADA, including without limitation, any retrofit or modification of such fixtures. For each Event covered by this Agreement, Client shall be responsible for complying with the ADA in connection with (i) setting up and running the Event, including, without limitation, setting up exhibits, seating and access ways in an accessible manner and otherwise removing physical barriers created in connection with the Event, (ii) providing auxiliary aids and services where necessary to this Agreement ensure effective communication to individuals with disabilities who participate or desire to participate in the Event, (iii) ensuring that exhibitors at the Event, if doing so would be contrary any, and Client's agents, representatives, employees, contractors and subcontractors each comply with the ADA, and (iv) modifying Client's (and Client's exhibitor's) policies, practices and procedures, as necessary, to applicable lawenable individuals with disabilities to participate equally in the Event. If at any time the Company determines, in its discretion, that the listing, registration or qualification of Shares upon any national securities exchange or under any state or Federal law, or the consent or City's approval of any governmental regulatory body, is necessary or desirable, the Company aspect of Client's activities under this Agreement shall not be required to deliver deemed or construed in any certificates for Shares to Participant way as a representation that such item, activity or any other person pursuant to this Agreement unless and until such listingevent complies with the ADA. B. Copyright Law. No copyrighted musical composition shall be played or sung, registrationwhether amplified, qualificationtelevised, consent in the form of a mechanical recording or approval has been effected or obtainedpersonal rendition, or otherwise provided forotherwise, in connection with any use of the Facility, unless Client shall have first obtained all approvals and paid any license fee or other fee required by the copyright owner. By entering into this Agreement, Client shall indemnify City and its officers and employees and save them free and harmless from and against any and all liability and responsibility whatsoever for any infringement of and/or other violation of the right of any conditions not acceptable to the Companysuch copyright owner under any copyright law. C. Federal, State and Local Laws. Client shall comply and Client shall ensure that its officers, employees, agents, contractors (b) The Shares received upon including independent contractors), exhibitors, registrants, and Events comply with all federal, state and local laws, ordinances and regulations now or hereinafter in effect, and obtain all permits and licenses, bonds and insurance required for conducting any Event. Client shall take all steps reasonably achievable to ensure that its officers, agents, employees, contractors (including independent contractors), subcontractors, exhibitors, registrants and other persons attending the expiration Events, comply with any rules and regulations regarding use of the applicable portion of Facility established by the Period of Restriction shall have been registered under the Securities Act of 1933Director, as amended from time to time, and with the instructions of Director or authorized City employees. D. Illegal Activity. No performance, exhibition or entertainment, which is illegal, shall be given or held at the Facility. Client covenants that Client, its officers, agents, contractors (“Securities Act”including independent contractors). If Participant is an “affiliate” , subcontractors, employees, and exhibitors shall not engage in any illegal activity, or permit any of the Company, as that term is defined foregoing persons to engage in Rule 144 under the Securities Act (“Rule 144”), Participant may not sell the Shares received except in compliance with Rule 144. Certificates representing Shares issued to an “affiliate” of the Company may bear a legend setting forth such restrictions on the disposition or transfer of the Shares as the Company deems appropriate to comply with Federal and state securities laws. (c) If, at any time, the Shares are not registered under the Securities Act, and/or there is no current prospectus in effect under the Securities Act with respect to the Shares, Participant may be required to execute, prior to the delivery of any Shares to Participant by the Company pursuant to this Agreement, an agreement (in such form as the Company may specify) in which Participant represents and warrants that Participant is purchasing or acquiring the shares acquired under this Agreement for Participant’s own account, for investment only and not with a view to the sale or distribution thereof, and represents and agrees that any subsequent offer for sale or distribution of any kind of such Shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the Shares being offered or sold, or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption Participant shall, prior to any offer for sale of such Shares, obtain a prior favorable written opinionillegal activity, in form and substance satisfactory to the Companyconnection with any performance, from counsel for exhibit or approved by the Company, as to the applicability of such exemption theretoentertainment at an Event.

Compliance with Laws and Regulations. (aA) The Restricted Stock and the obligation of the Company to sell and deliver Shares hereunder shall be subject Lessee shall, in conducting its operations hereunder, comply with all respects to (i) all applicable Federal and state laws, statutes, ordinances, rules and regulations and (ii) any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Committee shall, in its discretion, determine to be necessary or applicable. Moreover, the Company shall not deliver any certificates for Shares to Participant or any other person pursuant to this Agreement if doing so would be contrary to applicable law. If at any time the Company determines, in its discretion, that the listing, registration or qualification of Shares upon any national securities exchange or under any state or Federal law, or the consent or approval of any governmental regulatory bodyfederal, is necessary state, parish (county) or desirablemunicipal authority having jurisdiction, the Company shall not be required to deliver any certificates for Shares to Participant or any other person pursuant to this Agreement unless including, without limitation, all rules, regulations, and until such listing, registration, qualification, consent or approval has been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the Company. (b) The Shares received upon the expiration ordinances of the applicable portion Police and Fire Departments of the Period County of Restriction shall have been registered under the Securities Act of 1933, as amended (“Securities Act”)Santa Xxxxx. If Participant is an “affiliate” of the Company, as that term is defined in Rule 144 under the Securities Act (“Rule 144”), Participant may not sell the Shares received except in compliance with Rule 144. Certificates representing Shares issued to an “affiliate” of the Company may bear a legend setting forth such restrictions on the disposition or transfer of the Shares as the Company deems appropriate to comply with Federal and state securities laws. (c) If, at any time, the Shares are not registered under the Securities Act, and/or there is no current prospectus in effect under the Securities Act with respect to the Shares, Participant may be required to execute, prior to the delivery of any Shares to Participant by the Company pursuant to this Agreement, an agreement (in such form as the Company may specify) in which Participant represents and warrants that Participant is purchasing or acquiring the shares acquired under this Agreement for Participant’s own account, for investment only and not with a view to the sale or distribution thereof, and represents and agrees that any subsequent offer for sale or distribution of any kind of such Shares It shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the Shares being offered or sold, or (ii) a specific exemption from the registration requirements responsibility of the Securities Act, but in claiming such exemption Participant shallLessee, prior to any offer for sale performance to be presented within the Theatre to obtain at Xxxxxx's sole expense, all necessary permit, licenses and authorizations which may be required by any of such Shareslaws, statutes, ordinances, rules or regulations. Failure of Lessee to obtain any required permits, licenses or authorizations shall be grounds for termination of this Lease and the retention by Lessor of any deposits previously paid. Lessee shall not do or suffer to be done any act or omission with the Theatre during the term of this Lease Agreement, which may constitute a prior favorable written opinionviolation of any such laws, statutes, ordinances, rules or regulations. In the event Lessor notifies Lessee of any such violation on the part of Lessee or any representative agent, employee, or patron of Lessee or other person, then Xxxxxx will immediately desist from and remedy any such violation. (B) Lessee shall comply with the Federal Copyright Law of 1978 (17 U.S.C. 101 et seq.), any regulation issued thereunder, including, without limitation, payment of any royalties which are due for the use of copyrighted works in form and substance satisfactory Lessee's transmissions or broadcasts to the Companycopyright owner, or representative of said copyright owner, and Lessee shall defend, indemnify and hold harmless Lessor and its representatives, agents, and employees from counsel any claims or damages arising out of Lessee's infringement or violation of the Copyright Law and/or related regulations or any claims which may be asserted by others against Lessor relating to or in any other way connected with Xxxxxx's performances, including, without limitation, payment of any royalties due for use of any copyrighted works. (C) Lessor shall take such steps as may be necessary to ensure that no qualified individual with a disability is excluded, denied services, segregated or approved otherwise treated differently than other individuals because of the absence of auxiliary aids and services during any performance(s) sponsored by Lessee during the Companyterm of the Lease Agreement. Lessee shall provide, as at its sole cost and expense, any and all auxiliary aids and services, which includes the cost of a minimum of two (2) professional ASL Interpreters if requested by hearing-impaired patrons, (but not to include any permanent physical improvements to the applicability building) as may be necessary to comply with the foregoing, unless Xxxxxx can demonstrate that taking such steps would fundamentally alter the nature of such exemption theretothe performance(s), or would result in an undue burden to Lessee. (D) Xxxxxx and constituents agree to comply with all Flint Center Building Policies while on Flint Center property. Building policies include but are not limited to the following areas: (i) No smoking is permitted in any enclosed area within the Flint Center including, on stage, off stage, or in dressing areas. (ii) No illegal drug use is permitted on Flint Center property. Violators of this policy will be reported to legal authorities. (iii) No flammable substances, including those used as special effects during performances, will be allowed UNLESS proper permits are obtained prior to the performance. If the Lessee or his/her constituents violate any of these policies, the Flint Center retains the right to assess damages of not less than $500 per occurrence.

Compliance with Laws and Regulations. (a) The Restricted Stock Purchasing Partners and Seller represent and warrants that throughout the term of this Agreement and any extension hereof, Purchasing Partners, Seller and the obligation Products shall be and shall remain in compliance with all mandatory applicable federal, state and local laws and regulations. The dollar value of the Company goods and services provided pursuant to sell Section 6.0, and deliver Shares hereunder shall be subject in all respects to (i) all applicable Federal any other products and state laws, rules services not specifically paid for by Participating Premier Members and regulations and (ii) any registration, qualification, approvals received by Participating Premier Members from Seller under this Agreement are "discounts or other requirements imposed by reductions in price" to Participating Premier Members under Section 1128B(b)(3)(A) of the Social Security Act, 42 U.S.C. 1320a-7b(b)(3)(A). Upon request of any government or regulatory agency or body which Participating Premier Member, Seller shall disclose to the Committee shallParticipating Premier Member, in its discretion, determine to be necessary or applicable. Moreoverper the applicable regulations, the Company specified dollar value of discounts or reductions in price. The Participating Premier Member shall not deliver any certificates for Shares to Participant disclose the specified dollar value of discounts or any other person pursuant to this Agreement if doing so would be contrary to applicable law. If at any time the Company determines, reductions in its discretion, that the listing, registration or qualification of Shares upon any national securities exchange or price under any state or Federal law, federal program which provides cost or charge based on reimbursement to Participating Premier Member for the consent or approval of any governmental regulatory body, is necessary or desirable, the Company shall not be required to deliver any certificates for Shares to Participant or any other person pursuant to Products and services covered by this Agreement unless and in accordance with applicable regulations. Seller agrees that, until such listing, registration, qualification, consent or approval has been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the Company. (b) The Shares received upon the expiration of four (4) years after the applicable portion of the Period of Restriction shall have been registered under the Securities Act of 1933, as amended (“Securities Act”). If Participant is an “affiliate” of the Company, as that term is defined in Rule 144 under the Securities Act (“Rule 144”), Participant may not sell the Shares received except in compliance with Rule 144. Certificates representing Shares issued to an “affiliate” of the Company may bear a legend setting forth such restrictions on the disposition or transfer of the Shares as the Company deems appropriate to comply with Federal and state securities laws. (c) If, at any time, the Shares are not registered under the Securities Act, and/or there is no current prospectus in effect under the Securities Act with respect to the Shares, Participant may be required to execute, prior to the delivery furnishing of any Shares to Participant by the Company goods and services pursuant to this Agreement, an agreement (it will make available, upon written request of the Secretary of Health and Human Services or the Comptroller General of the United States or any of their duly authorized representatives, copies of this Agreement and any books, documents, records and other data of Seller that are necessary to certify the nature and extent of the costs incurred and other data of Seller that are necessary to certify the nature and extent of the costs incurred by Participating Premier Member in purchasing such form as the Company may specify) in which Participant represents goods and warrants that Participant is purchasing or acquiring the shares acquired services. If Seller carries out any of its duties under this Agreement for Participant’s own account, for investment only and not through a subcontract with a view related organization involving a value or cost of ten thousand dollars ($10,000) or more over a twelve-month period, Seller will cause such subcontract to contain a clause to the sale or distribution thereofeffect that, and represents and agrees that any subsequent offer for sale or distribution until the expiration of four (4) years after the furnishing of any kind good or service pursuant to said contract, the related organization will make available upon written request of the Secretary of Health and Human Services or the Comptroller General of the United States or any of their duly authorized representatives, copies of this Agreement and any books, documents, records and other data of said related organization that are necessary to certify the nature and extent of costs incurred by Seller for such goods or services. Seller shall give Purchasing Partners notice immediately upon receipt of any request from the Secretary of Health and Human Services or the Comptroller General of the United States or any of their duly authorized representatives for disclosure of such Shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the Shares being offered or sold, or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption Participant shall, prior to any offer for sale of such Shares, obtain a prior favorable written opinion, in form and substance satisfactory to the Company, from counsel for or approved by the Company, as to the applicability of such exemption theretoinformation.

Compliance with Laws and Regulations. (a) The Restricted Stock grant and exercise of the Options, and the Company’s obligation of the Company to sell and deliver Shares hereunder stock hereunder, are subject to such approvals by any regulatory or governmental agency as may be required and shall be subject in comply with all respects to (i) all relevant provisions of applicable Federal and state laws, rules and regulations and (ii) any registrationregulations, qualificationincluding, approvals or other requirements imposed by any government or regulatory agency or body which the Committee shallwithout limita-tion, in its discretion, determine to be necessary or applicable. Moreover, the Company shall not deliver any certificates for Shares to Participant or any other person pursuant to this Agreement if doing so would be contrary to applicable law. If at any time the Company determines, in its discretion, that the listing, registration or qualification of Shares upon any national securities exchange or under any state or Federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable, the Company shall not be required to deliver any certificates for Shares to Participant or any other person pursuant to this Agreement unless and until such listing, registration, qualification, consent or approval has been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the Company. (b) The Shares received upon the expiration of the applicable portion of the Period of Restriction shall have been registered under the Securities Act of 1933, as amended (“the "Securities Act”"). If Participant is an “affiliate” , the Securities Exchange Act of the Company1934, as amended, state securities laws, the rules and regulations promul-gated thereunder, and the require-ments of any stock exchange or of any quotation association or organization upon which the Option Shares may then be listed or quoted, and shall be further subject to the approval of counsel for the Company with respect to such compliance. The Company may imprint any legends on the Option Shares restricting their subsequent sale or transfer that term is defined in Rule 144 may be required by state or Federal law. Unless the Option Shares shall be duly registered under the Securities Act (“Rule 144”)and registered, Participant may not sell the Shares received except in compliance with Rule 144. Certificates representing Shares issued to an “affiliate” of the Company may bear a legend setting forth such restrictions on the disposition qualified or transfer of the Shares as the Company deems appropriate to comply with Federal and authorized under applicable state securities laws. (c) If, at any timelaw, the Shares are not registered under the Securities ActOptionee, and/or there is no current prospectus in effect under the Securities Act with respect to the Sharesby accepting these Options, Participant may be required to execute, prior to the delivery of any Shares to Participant by the Company pursuant to this Agreement, an agreement (in such form as the Company may specify) in which Participant represents and warrants for himself and any other person or persons properly exercising these Options that Participant is purchasing any and all shares purchased hereunder shall be acquired for investment and not with the intention to sell or acquiring distribute such shares and agrees to deliver to the Company, upon request, a written representation that the shares being purchased are being acquired under this Agreement for Participant’s own account, for investment only and not with a present intention of sale or with a view to the sale or distribution thereofdistribution, and represents and agrees a consent that any subsequent offer for sale the certificate representing such shares be endorsed to indicate such representation. The Company shall not be liable in the event it is unable to issue or distribution sell shares of any kind of such Shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard Common Stock or other securities to the Shares being offered Optionee if such issuance or soldsale would be unlawful, nor shall the Company be liable if the issuance or (ii) a specific exemption from sale of shares of Common Stock or other securities to an Optionee is subsequently invalidated. So long as is required, in the registration requirements opinion of the Securities ActCompany’s general counsel, but in claiming such exemption Participant shallto avoid adverse tax, prior to any offer for sale of such Shares, obtain a prior favorable written opinion, in form and substance satisfactory legal or accounting consequences to the Company, from counsel for Optionee may not exercise an Option through the tendering, by either actual delivery or approved by attestation, of whole Shares unless the Company, as to Committee specifically authorized such a transaction in the applicability of such exemption theretoapplicable Agreement.

Compliance with Laws and Regulations. The Optionee represents and warrants to the Corporation that the services rendered by him to the Corporation shall under no circumstance include (a) The Restricted Stock any activities which could be deemed by the Securities and Exchange Commission (“SEC”) to constitute investment banking or any other activities requiring the obligation Optionee to register as a broker-dealer under the Securities Exchange Act of 1934; (b) any activities which could be deemed by the Company SEC to sell be in connection with the offer or sale of securities; or (c) any activities which directly or indirectly promote or maintain a market for the Corporation’s securities. By accepting this Option, the Optionee represents and deliver agrees for himself and his transferees by will or the laws of descent and distribution that, unless a registration statement under Securities Act of 1933 is in effect as to Shares hereunder purchased upon any exercise of this Option, (a) any and all Shares so purchased shall be subject acquired for his personal account and not with a view to or for sale in all respects to (i) all applicable Federal and state lawsconnection with distribution, rules and regulations and (iib) each notice of exercise of all or any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Committee portion of this Option shall, if the Option Committee so requests, be accompanied by a representation and warranty in its discretionwriting, determine signed by the person entitled to be necessary exercise the same, that the Shares are being so acquired in good faith for his or applicableher personal account and not with a view to or for sale in connection with any distribution. Moreover, the Company shall not deliver any No certificates for Shares purchased upon exercise of this Option shall be issued and delivered unless and until, in the opinion of legal counsel for the Corporation, such securities may be issued and delivered without causing the Corporation to Participant be in violation of or incur any liability under any federal, state or other securities law or any other person pursuant to this Agreement if doing so would be contrary to applicable lawrequirement of law or of any regulatory body having jurisdiction over the Corporation. If at any time Without limiting the Company determinesgenerality of the foregoing, in its discretion, the Optionee acknowledges and understands that the listing, registration or qualification of Shares upon any national securities exchange or under any state or Federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable, the Company shall not be required to deliver any certificates for Shares to Participant or any other person pursuant to this Agreement unless and until such listing, registration, qualification, consent or approval has been effected or obtained, or otherwise provided for, free of any conditions not acceptable subject to the Company. (b) The Shares received upon the expiration of the applicable portion of the Period of Restriction shall Options granted hereunder have not been registered under the Securities Act of 1933, as amended amended, or under the blue sky or securities laws of any state, that the Corporation has no obligation to so register any of such Shares and that, except to the extent the Shares are so registered, the Shares will be restricted securities and may be sold, transferred or otherwise disposed of only if an exemption from such registration is available. Unless the Shares have been so registered, there shall be noted conspicuously upon each stock certificate representing such Shares, the following statement: “The shares of stock represented by this certificate have not been registered under the Securities Act of 1933 (“Securities 1933 Act”). If Participant is ) nor under any applicable state securities act and may not be offered or sold except pursuant to (i) an “affiliate” of effective registration statement relating to such stock under the Company1933 Act and any applicable state securities act, as that term is defined in (ii) to the extent applicable, Rule 144 under the Securities 1933 Act (“Rule 144”), Participant may not sell the Shares received except in compliance with Rule 144. Certificates representing Shares issued or any similar rule under such act or acts relating to an “affiliate” of the Company may bear a legend setting forth such restrictions on the disposition or transfer of the Shares as the Company deems appropriate to comply with Federal and state securities laws. (c) If, at any time, the Shares are not registered under the Securities Act, and/or there is no current prospectus in effect under the Securities Act with respect to the Shares, Participant may be required to execute, prior to the delivery of any Shares to Participant by the Company pursuant to this Agreement, an agreement (in such form as the Company may specify) in which Participant represents and warrants that Participant is purchasing or acquiring the shares acquired under this Agreement for Participant’s own account, for investment only and not with a view to the sale or distribution thereof, and represents and agrees that any subsequent offer for sale or distribution of any kind of such Shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the Shares being offered or soldsecurities), or (iiiii) a specific exemption from the registration requirements an opinion of the Securities Act, but in claiming such exemption Participant shall, prior to any offer for sale of such Shares, obtain a prior favorable written opinion, in form and substance counsel satisfactory to the Company, Corporation that an exemption from counsel for registration under Act or approved by the Company, as to the applicability of such exemption theretoActs is available.”

Compliance with Laws and Regulations. (a) The Restricted Stock and the obligation of the Company Corporation to sell and deliver Shares hereunder shall be subject in all respects to (i) all applicable Federal and state laws, rules and regulations and (ii) any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Committee shall, in its discretion, determine to be necessary or applicable. Moreover, the Company Corporation shall not deliver any certificates for Shares to Participant or any other person pursuant to this Agreement if doing so would be contrary to applicable law. If at any time the Company Corporation determines, in its discretion, that the listing, registration or qualification of Shares upon any national securities exchange or under any state or Federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable, the Company Corporation shall not be required to deliver any certificates for Shares to Participant or any other person pursuant to this Agreement unless and until such listing, registration, qualification, consent or approval has been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the CompanyCorporation. (b) The Shares received upon the expiration of the applicable portion of the Period of Restriction shall have been registered under the Securities Act of 1933, as amended (“Securities Act”). If Participant is an “affiliate” of the CompanyCorporation, as that term is defined in Rule 144 under the Securities Act (“Rule 144”), Participant may not sell the Shares received except in compliance with Rule 144. Certificates representing Shares issued to an “affiliate” of the Company Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Shares as the Company Corporation deems appropriate to comply with Federal and state securities laws. (c) If, at any time, the Shares are not registered under the Securities Act, and/or there is no current prospectus in effect under the Securities Act with respect to the Shares, Participant may be required to execute, prior to the delivery of any Shares to Participant by the Company Corporation pursuant to this Agreement, an agreement (in such form as the Company Corporation may specify) in which Participant represents and warrants that Participant is purchasing or acquiring the shares acquired under this Agreement for Participant’s own account, for investment only and not with a view to the sale or distribution thereof, and represents and agrees that any subsequent offer for sale or distribution of any kind of such Shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the Shares being offered or sold, or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption Participant shall, prior to any offer for sale of such Shares, obtain a prior favorable written opinion, in form and substance satisfactory to the CompanyCorporation, from counsel for or approved by the CompanyCorporation, as to the applicability of such exemption thereto.

Compliance with Laws and Regulations. The Optionee represents and warrants to the Corporation that the services rendered by him to the Corporation shall under no circumstance include (a) The Restricted Stock any activities which could be deemed by the Securities and Exchange Commission ("SEC") to constitute investment banking or any other activities requiring the obligation Optionee to register as a broker-dealer under the Securities Exchange Act of 1934; (b) any activities which could be deemed by the Company SEC to sell be in connection with the offer or sale of securities; or (c) any activities which directly or indirectly promote or maintain a market for the Corporation's securities. By accepting this Option, the Optionee represents and deliver agrees for himself and his transferees by will or the laws of descent and distribution that, unless a registration statement under Securities Act of 1933 is in effect as to Shares hereunder purchased upon any exercise of this Option, (a) any and all Shares so purchased shall be subject acquired for his personal account and not with a view to or for sale in all respects to (i) all applicable Federal and state lawsconnection with distribution, rules and regulations and (iib) each notice of exercise of all or any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Committee portion of this Option shall, if the Option Committee so requests, be accompanied by a representation and warranty in its discretionwriting, determine signed by the person entitled to be necessary exercise the same, that the Shares are being so acquired in good faith for his or applicableher personal account and not with a view to or for sale in connection with any distribution. Moreover, the Company shall not deliver any No certificates for Shares purchased upon exercise of this Option shall be issued and delivered unless and until, in the opinion of legal counsel for the Corporation, such securities may be issued and delivered without causing the Corporation to Participant be in violation of or incur any liability under any federal, state or other securities law or any other person pursuant to this Agreement if doing so would be contrary to applicable lawrequirement of law or of any regulatory body having jurisdiction over the Corporation. If at any time Without limiting the Company determinesgenerality of the foregoing, in its discretion, the Optionee acknowledges and understands that the listing, registration or qualification of Shares upon any national securities exchange or under any state or Federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable, the Company shall not be required to deliver any certificates for Shares to Participant or any other person pursuant to this Agreement unless and until such listing, registration, qualification, consent or approval has been effected or obtained, or otherwise provided for, free of any conditions not acceptable subject to the Company. (b) The Shares received upon the expiration of the applicable portion of the Period of Restriction shall Options granted hereunder have not been registered under the Securities Act of 1933, as amended amended, or under the blue sky or securities laws of any state, that the Corporation has no obligation to so register any of such Shares and that, except to the extent the Shares are so registered, the Shares will be restricted securities and may be sold, transferred or otherwise disposed of only if an exemption from such registration is available. Unless the Shares have been so registered, there shall be noted conspicuously upon each stock certificate representing such Shares, the following statement: "The shares of stock represented by this certificate have not been registered under the Securities Act of 1933 (“Securities 1933 Act”). If Participant is ) nor under any applicable state securities act and may not be offered or sold except pursuant to (i) an “affiliate” of effective registration statement relating to such stock under the Company1933 Act and any applicable state securities act, as that term is defined in (ii) to the extent applicable, Rule 144 under the Securities 1933 Act (“Rule 144”), Participant may not sell the Shares received except in compliance with Rule 144. Certificates representing Shares issued or any similar rule under such act or acts relating to an “affiliate” of the Company may bear a legend setting forth such restrictions on the disposition or transfer of the Shares as the Company deems appropriate to comply with Federal and state securities laws. (c) If, at any time, the Shares are not registered under the Securities Act, and/or there is no current prospectus in effect under the Securities Act with respect to the Shares, Participant may be required to execute, prior to the delivery of any Shares to Participant by the Company pursuant to this Agreement, an agreement (in such form as the Company may specify) in which Participant represents and warrants that Participant is purchasing or acquiring the shares acquired under this Agreement for Participant’s own account, for investment only and not with a view to the sale or distribution thereof, and represents and agrees that any subsequent offer for sale or distribution of any kind of such Shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the Shares being offered or soldsecurities), or (iiiii) a specific exemption from the registration requirements an opinion of the Securities Act, but in claiming such exemption Participant shall, prior to any offer for sale of such Shares, obtain a prior favorable written opinion, in form and substance counsel satisfactory to the Company, Corporation that an exemption from counsel for registration under Act or approved by the Company, as to the applicability of such exemption theretoActs is available."

Compliance with Laws and Regulations. (a) The Restricted Stock and the obligation of the Company to sell and deliver Shares hereunder shall be subject in all respects to (i) all applicable Federal and state laws, rules and regulations and (ii) any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Committee shall, in its discretion, determine to be necessary or applicable. Moreover, the Company shall not deliver any certificates for Shares to Participant or any other person pursuant to this Agreement if doing so would be contrary to applicable law. If at any time the Company determines, in its discretion, that the listing, registration or qualification of Shares upon any national securities exchange or under any state or Federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable, the Company shall will not be required obligated to issue or deliver any certificates for Shares to Participant or any other person shares of Common Stock pursuant to this Agreement unless the issuance and until delivery of such listingshares complies with applicable law, registrationincluding, qualificationwithout limitation, consent or approval has been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the Company. (b) The Shares received upon the expiration of the applicable portion of the Period of Restriction shall have been registered under the Securities Act of 1933, as amended (“Securities Act”). If Participant is an “affiliate” of the Companyamended, as that term is defined in Rule 144 under the Securities Act (“Rule 144”)of 1934, Participant as amended, and the requirements of any stock exchange or market upon which the Common Stock may not sell then be listed, and shall be further subject to the Shares received except in compliance with Rule 144. Certificates representing Shares issued to an “affiliate” approval of counsel for the Company may bear a legend setting forth with respect to such restrictions on compliance. (b) In connection with the disposition or transfer exercise of the Shares as this Option, Optionee will execute and deliver to the Company deems appropriate to such representations in writing as may be requested by the Company that it may comply with Federal the applicable requirements of federal and state securities laws. (c) If, at any time, the The Option Shares are and Milestone Option Shares have not been registered under the Securities ActAct of 1933 as amended, and/or nor under any state securities laws and are “restricted securities” within meaning of the federal securities laws. Furthermore no public market exists for securities of the Company and there is no current prospectus in effect under assurance that a public will ever exist. The following legend, or one substantially like it, will be imprinted on the Securities Act with respect to certificates representing the Shares, Participant may be required to execute, prior to the delivery of any Option Shares to Participant by the Company pursuant to this Agreement, an agreement (in such form as the Company may specify) in which Participant represents and warrants that Participant is purchasing or acquiring the shares acquired under this Agreement for Participant’s own account, for investment only and not with a view to the sale or distribution thereof, and represents and agrees that any subsequent offer for sale or distribution of any kind of such Shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the Milestone Option Shares being offered or soldpurchased by Buyer: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER FEDERAL OR STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, or SOLD, PLEDGED, OR OTHERWISE DISPOSED OF UNLESS SO REGISTERED OR QUALIFIED OR UNLESS AN EXEMPTION EXISTS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED BY AN OPINION OF COUNSEL TO THE REGISTERED HOLDER (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption Participant shall, prior to any offer for sale of such Shares, obtain a prior favorable written opinion, in form and substance satisfactory to the Company, from counsel for or approved by the Company, as to the applicability of such exemption theretoWHICH OPINION AND COUNSEL SHALL BOTH BE SATISFACTORY TO THE COMPANY).”