Common use of Conditions to Issuance of Stock Certificates Clause in Contracts

Conditions to Issuance of Stock Certificates. Shares of Common Stock which are distributed in settlement of Units may be either previously authorized but unissued shares or issued shares which have then been reacquired by the Company. Such shares of Common Stock shall be fully paid and nonassessable. The shares of Common Stock issued pursuant to this Agreement shall be held in book entry form and no certificates shall be issued therefor; provided, however, that certificates may be issued for shares of Common Stock issued pursuant to this Agreement at the request of the holder and in accordance with the charter and bylaws of the Company, as amended or supplemented from time to time. The Company shall not be required to issue such shares in book entry or certificated form prior to fulfillment of all of the following conditions: (i) The admission of such shares to listing on all stock exchanges on which such class of stock is then listed; (ii) The completion of any registration or other qualification of such shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Committee shall, in its absolute discretion, deem necessary or advisable; and (iii) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee shall, in its absolute discretion, determine to be necessary or advisable. The Company will use commercially reasonable efforts to satisfy all of the foregoing conditions on or prior to the date when any distribution or payment of the Units is to be made to the Grantee pursuant to this Agreement (and, if any of the foregoing conditions remain unsatisfied as of such date, the Company will use commercially reasonable efforts to satisfy such conditions as promptly as reasonably practicable). In the event that the Company delays a distribution or payment in settlement of Units because it reasonably determines that the issuance of shares of Common Stock in settlement of the Units will violate Federal securities laws or other applicable law, such distribution or payment shall be made at the earliest date at which the Company reasonably determines that the making of such distribution or payment will not cause such violation, as required by Treasury Regulation Section 1.409A-2(b)(7)(ii). The Company shall not delay any payment if such delay will result in a violation of Section 409A of the Code.

Conditions to Issuance of Stock Certificates. Shares of Common Stock which are distributed in settlement of Units The Shares, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been reacquired by the Company. Such shares of Common Stock Shares shall be fully paid and nonassessable. The shares of Common Stock issued pursuant to this Agreement shall be held in book entry form and no certificates shall be issued therefor; provided, however, that certificates may be issued for shares of Common Stock issued pursuant to this Agreement at the request of the holder and in accordance with the charter and bylaws of the Company, as amended or supplemented from time to time. The Company shall not be required to issue such shares in book entry or certificated form deliver any Shares prior to fulfillment of all of the following conditions: (i) The admission of such shares to listing on all stock exchanges on which such class of stock is then listed; (ii) The completion of any registration or other qualification of such shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Committee shall, in its absolute discretion, deem legally necessary or advisable; and (iiiii) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee shall, in its absolute discretion, determine to be necessary or advisable; and (iii) The receipt by the Company of full payment for such Shares, including payment of all amounts which, under federal, state or local tax law, the Company (or other employer corporation) is required to withhold upon issuance of such Shares. The Participant may elect to have the Company will use commercially reasonable efforts to satisfy all withhold shares of the foregoing conditions on Company’s Common Stock otherwise issuable under the Restricted Stock Award (or prior allow the return of shares of the Company’s Common Stock) having a Fair Market Value equal to the date when sums required to be withheld. Notwithstanding any distribution other provision of the Plan or this Agreement, the number of shares of the Company’s Common Stock which may be withheld with respect to the issuance, vesting or payment of the Units is Shares in order to be made satisfy Participant’s federal and state income and payroll tax liabilities with respect to the Grantee pursuant to this Agreement (andissuance, if any vesting or payment of the foregoing conditions remain unsatisfied as of such date, Shares shall be limited to the Company will use commercially reasonable efforts to satisfy such conditions as promptly as reasonably practicable). In the event that the Company delays a distribution or payment in settlement of Units because it reasonably determines that the issuance number of shares of the Company’s Common Stock in settlement which have a Fair Market Value on the date of withholding equal to the Units will violate Federal securities laws or other applicable law, such distribution or payment shall be made at the earliest date at which the Company reasonably determines that the making aggregate amount of such distribution or payment will not cause liabilities based on the minimum statutory withholding rates for federal and state tax income and payroll tax purposes that are applicable to such violation, as required by Treasury Regulation Section 1.409A-2(b)(7)(ii). The Company shall not delay any payment if such delay will result in a violation of Section 409A of the Codesupplemental taxable income.

Conditions to Issuance of Stock Certificates. Shares The shares of Common Stock which are distributed in settlement deliverable upon the exercise of Units the Option, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been reacquired by the Company. Such shares of Common Stock shall be fully paid and nonassessable. The shares of Common Stock issued pursuant to this Agreement shall be held in book entry form and no certificates shall be issued therefor; provided, however, that certificates may be issued for shares of Common Stock issued pursuant to this Agreement at the request of the holder and in accordance with the charter and bylaws of the Company, as amended or supplemented from time to time. The Company shall not be required to issue such or deliver any certificate or certificates for shares in book entry of Common Stock purchased upon the exercise of the Option or certificated form portion thereof prior to fulfillment of all of the following conditions: (ia) The admission of such shares to listing on all stock exchanges on which such class of stock is then listed; (iib) The completion of any registration or other qualification of such shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Committee Board shall, in its absolute discretion, deem necessary or advisable; and; (iiic) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee Board shall, in its absolute discretion, determine to be necessary or advisable. ; (d) The receipt by the Company will use commercially reasonable efforts to satisfy all of the foregoing conditions on or prior to the date when any distribution or full payment for such shares, including payment of the Units is to be made to the Grantee pursuant to this Agreement (andall amounts which, if any of the foregoing conditions remain unsatisfied as of such dateunder federal, state or local tax law, the Company will use commercially reasonable efforts (or other employer corporation) is required to satisfy such conditions as promptly as reasonably practicable). In withhold upon exercise of the event that Option; (e) The receipt by the Company delays of any documents or other instruments the Board deems necessary to ensure that such shares, and the holders thereof, are subject to the Shareholders' Agreement; (f) The receipt by the Company of a distribution or payment in settlement consent to the Company's election to be taxable as an S Corporation which is appropriately executed by the Optionee or, if the Optionee has died, by the person who shall own such shares; and (g) The lapse of Units because it reasonably determines that such reasonable period of time following the issuance of shares of Common Stock in settlement exercise of the Units will violate Federal securities laws or other applicable law, such distribution or payment shall be made at Option as the earliest date at which the Company reasonably determines that the making Board may from time to time establish for reasons of such distribution or payment will not cause such violation, as required by Treasury Regulation Section 1.409A-2(b)(7)(ii). The Company shall not delay any payment if such delay will result in a violation of Section 409A of the Codeadministrative convenience.

Conditions to Issuance of Stock Certificates. Shares of Common Stock which are distributed in settlement of Units issued as payment for the RSUs may be either previously authorized but unissued shares or issued shares Shares which have then been reacquired by the Company. Such shares of Common Stock Upon issuance, such Shares shall be fully paid and nonassessable. The shares of Common Stock Shares issued pursuant to this Agreement shall be held in book book-entry form and no certificates shall be issued therefor; provided, provided however, that certificates may be issued for shares of Common Stock Shares issued pursuant to this Agreement at the request of the holder and in accordance with the charter Articles of Amendment and bylaws Restatement of the Company, as amended or and supplemented from time to time. The Company shall not be required , and the Amended and Restated Bylaws of the Company, as amended and supplemented from time to issue such shares in book entry or certificated form prior to time, upon the fulfillment of all of the following conditions: (ia) The admission of such shares Shares to listing on all stock exchanges on which such class of stock is then listed; (iib) The completion of any registration or other qualification of such shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Committee shall, in its absolute discretion, deem necessary or advisable; and; (iiic) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee shall, in its absolute discretion, determine to be necessary or advisable. ; (d) The lapse of such reasonable period of time as the Committee may from time to time establish for reasons of administrative convenience; and (e) The receipt by the Company will use commercially reasonable efforts of full payment for any applicable withholding or other employment tax or required payments with respect to satisfy all of the foregoing conditions on or prior any such Shares to the date when any distribution or payment of the Units is to be made Company with respect to the Grantee pursuant to this Agreement (and, if any of the foregoing conditions remain unsatisfied as issuance or vesting of such date, the Company will use commercially reasonable efforts to satisfy such conditions as promptly as reasonably practicable)Shares. In the event that the Company delays a distribution or payment in settlement of Units RSUs because it reasonably determines that the issuance of shares of Common Stock Shares in settlement of the Units RSUs will violate Federal federal securities laws or other applicable law, such distribution or payment shall be made at the earliest date at which the Company reasonably determines that the making of such distribution or payment will not cause such violation, as required by Treasury Regulation Section 1.409A-2(b)(7)(ii). The Company shall not delay any payment if such delay will result in a violation of Section 409A of the Code.

Conditions to Issuance of Stock Certificates. Shares of Common Stock which are distributed in settlement of Units issued as payment for the RSUs may be either previously authorized but unissued shares or issued shares which have then been reacquired by the Company. Such Upon issuance, such shares of Common Stock shall be fully paid and nonassessable. The shares of Common Stock stock issued pursuant to this Agreement shall be held in book entry form and no certificates shall be issued therefor; provided, provided however, that certificates may be issued for shares of Common Stock stock issued pursuant to this Agreement at the request of the holder and in accordance with the charter Articles of Amendment and bylaws Restatement of the Company, as amended or and supplemented from time to time. The Company shall not be required , and the Amended and Restated Bylaws of the Company, as amended and supplemented from time to issue such shares in book entry or certificated form prior to time, upon the fulfillment of all of the following conditions: (ia) The admission of such shares to listing on all stock exchanges on which such class of stock is then listed; (iib) The completion of any registration or other qualification of such shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Committee shall, in its absolute discretion, deem necessary or advisable; and; (iiic) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee shall, in its absolute discretion, determine to be necessary or advisable. ; (d) The lapse of such reasonable period of time as the Committee may from time to time establish for reasons of administrative convenience; and (e) The receipt by the Company will use commercially reasonable efforts of full payment for any applicable withholding or other employment tax or required payments with respect to satisfy all of the foregoing conditions on or prior any such shares to the date when any distribution or payment of the Units is to be made Company with respect to the Grantee pursuant to this Agreement (and, if any of the foregoing conditions remain unsatisfied as issuance or vesting of such date, the Company will use commercially reasonable efforts to satisfy such conditions as promptly as reasonably practicable)shares. In the event that the Company delays a distribution or payment in settlement of Units RSUs because it reasonably determines that the issuance of shares of Common Stock in settlement of the Units RSUs will violate Federal federal securities laws or other applicable law, such distribution or payment shall be made at the earliest date at which the Company reasonably determines that the making of such distribution or payment will not cause such violation, as required by Treasury Regulation Section 1.409A-2(b)(7)(ii). The Company shall not delay any payment if such delay will result in a violation of Section 409A of the Code.

Conditions to Issuance of Stock Certificates. (a) If required, the stock certificates evidencing the Shares shall bear legends restricting transferability; in substantially the form indicated below: "These Shares have not been registered under the Securities Act of Common Stock which are distributed in settlement of Units may be either previously authorized but unissued shares or issued shares which have then been reacquired by the Company. Such shares of Common Stock shall be fully paid and nonassessable. The shares of Common Stock issued pursuant to this Agreement shall be held in book entry form and no certificates shall be issued therefor; provided, however, that certificates may be issued for shares of Common Stock issued pursuant to this Agreement at the request of the holder and in accordance with the charter and bylaws of the Company1933, as amended (the "Securities Act"), and may not be resold, pledged or supplemented otherwise transferred unless they have been registered under the Securities Act or unless an exemption from time to time. registration is available." (b) The Company Stockholders shall not be required to issue such shares in book entry deliver any certificate or certificated form certificates for Shares deliverable upon any exercise of the Option prior to fulfillment of all of the following conditions: (i) The admission of such shares to listing on all stock exchanges on which such class of stock is then listed; (ii) The completion of any registration or other qualification of such shares Shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which or the Committee shall, in its absolute discretion, deem necessary or advisable; and (iii) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee Stockholders shall, in its absolute their sole discretion, determine to be deem necessary or advisable. The Company will use commercially reasonable efforts to satisfy all of the foregoing conditions on or prior to the date when any distribution or payment of the Units is to be made to the Grantee pursuant to this Agreement . (and, if any of the foregoing conditions remain unsatisfied as of such date, the Company will use commercially reasonable efforts to satisfy such conditions as promptly as reasonably practicable). ii) In the event that the Company delays Shares have not been registered under the Securities Act, if the Stockholders shall, in their sole discretion, deem it necessary or advisable, the execution by Optionee of a distribution or payment written representation and agreement, in settlement of Units because it reasonably determines a form satisfactory to the Stockholders, in which Optionee represents that the issuance Shares acquired by him upon exercise are being acquired for investment and not with a view to distribution thereof. The parties to this Agreement understand, acknowledge and agree that any transfer of shares of Common Stock in settlement all or any part of the Units will violate Shares, or any change in the ownership of the Company, shall be subject to the requirements of the Communications Act of 1934, as amended, and the rules and regulations of the Federal securities laws or other Communications Commission ("FCC") as may be in effect at the time of such transfer, and that before certain rights provided for in this Agreement are exercised, it may be necessary to obtain any approval of the FCC required under applicable law, such distribution or payment shall be made at the earliest date at which the Company reasonably determines that the making of such distribution or payment will not cause such violation, as required by Treasury Regulation Section 1.409A-2(b)(7)(ii). The Company shall not delay any payment if such delay will result in a violation of Section 409A of the Code.

Conditions to Issuance of Stock Certificates. Shares The shares of Common Stock which are distributed in settlement deliverable upon the exercise of Units the Option, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been reacquired by the Company. Such shares of Common Stock shall be fully paid and nonassessable. The shares of Common Stock issued pursuant to this Agreement shall be held in book entry form and no certificates shall be issued therefor; provided, however, that certificates may be issued for shares of Common Stock issued pursuant to this Agreement at the request of the holder and in accordance with the charter and bylaws of the Company, as amended or supplemented from time to time. The Company shall not be required to issue such or deliver any shares in book entry of Common Stock purchased upon the exercise of the Option or certificated form portion thereof prior to fulfillment of all of the following conditions: (ia) The admission of such shares to listing on all stock exchanges on which such class of stock Common Stock is then listed;; and (iib) The completion of any registration or other qualification of such shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Committee Administrator shall, in its absolute discretion, deem necessary or advisable; and (iiic) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee Administrator shall, in its absolute discretion, determine to be necessary or advisable. ; and (d) The Company will use commercially lapse of such reasonable efforts to satisfy all period of time following the exercise of the foregoing conditions on or prior Option as the Administrator may from time to time establish for reasons of administrative convenience; and (e) The receipt by the date when any distribution or Company of full payment for such shares, including payment of any applicable withholding tax, which in the Units is to be made to the Grantee pursuant to this Agreement (and, if any discretion of the foregoing conditions remain unsatisfied as Administrator may be in [*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the form of consideration used by the Holder to pay for such dateshares under Section 4.3(b), the Company will use commercially reasonable efforts subject to satisfy such conditions as promptly as reasonably practicable). In the event that the Company delays a distribution or payment in settlement of Units because it reasonably determines that the issuance of shares of Common Stock in settlement Section 10.4 of the Units will violate Federal securities laws or other applicable law, such distribution or payment shall be made at the earliest date at which the Company reasonably determines that the making of such distribution or payment will not cause such violation, as required by Treasury Regulation Section 1.409A-2(b)(7)(ii). The Company shall not delay any payment if such delay will result in a violation of Section 409A of the CodePlan.

Conditions to Issuance of Stock Certificates. Shares of Common Stock which are distributed in settlement of Units The Shares, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been [*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. reacquired by the Company. Such shares of Common Stock Shares shall be fully paid and nonassessable. The shares of Common Stock issued pursuant to this Agreement shall be held in book entry form and no certificates shall be issued therefor; provided, however, that certificates may be issued for shares of Common Stock issued pursuant to this Agreement at the request of the holder and in accordance with the charter and bylaws of the Company, as amended or supplemented from time to time. The Company shall not be required to issue such shares in book entry or certificated form deliver any Shares prior to fulfillment of all of the following conditions: (ia) The admission of such shares Shares to listing on all stock exchanges on which such class of stock Common Stock is then listed;; and (iib) The completion of any registration or other qualification of such shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Committee Administrator shall, in its absolute discretion, deem necessary or advisable; and (iiic) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee Administrator shall, in its absolute discretion, determine to be necessary or advisable. ; and (d) The lapse of such reasonable period of time following the Issuance Date as the Administrator may from time to time establish for reasons of administrative convenience; and (e) The receipt by the Company will use commercially reasonable efforts to satisfy all of full payment for such Shares, including payment of any applicable withholding tax, which in the discretion of the foregoing conditions on or prior Administrator may be in the form of consideration used by Holder to the date when any distribution or payment pay for such Shares, subject to Section 10.4 of the Units is to be made to the Grantee pursuant to this Agreement (and, if any of the foregoing conditions remain unsatisfied as of such date, the Company will use commercially reasonable efforts to satisfy such conditions as promptly as reasonably practicable). In the event that the Company delays a distribution or payment in settlement of Units because it reasonably determines that the issuance of shares of Common Stock in settlement of the Units will violate Federal securities laws or other applicable law, such distribution or payment shall be made at the earliest date at which the Company reasonably determines that the making of such distribution or payment will not cause such violation, as required by Treasury Regulation Section 1.409A-2(b)(7)(ii). The Company shall not delay any payment if such delay will result in a violation of Section 409A of the CodePlan.

Conditions to Issuance of Stock Certificates. (a) The Shares deliverable upon the exercise of Common Stock which are distributed in settlement of Units the Option, or any portion thereof, may be either previously authorized but unissued shares Shares or issued shares Shares which have then been reacquired by the Company. Such shares of Common Stock Shares shall be fully paid and nonassessablenon-assessable. The shares stock certificates evidencing the Shares shall bear legends restricting transferability in substantially the form indicated below: "These Shares have not been registered under the Securities Act of Common Stock issued pursuant to this Agreement shall be held in book entry form and no certificates shall be issued therefor; provided, however, that certificates may be issued for shares of Common Stock issued pursuant to this Agreement at the request of the holder and in accordance with the charter and bylaws of the Company1933, as amended (the "Securities Act") and may not be resold, pledged or supplemented otherwise transferred unless they have been registered under the Securities Act or unless an exemption from time registration is available. The sale, pledge or other transfer of these Shares are further subject to time. restrictions specified in the Lockup Agreement dated as of February 15, 1994 among Xxxxxx Xxxx Incorporated, First Albany Corporation, and Xxxxxxxx X. Xxxxx." (b) The Company shall not be required to issue such shares in book entry or certificated form deliver any certificate or certificates for Shares deliverable upon any exercise of the Option prior to fulfillment of all of the following conditions: (i) The admission of such shares to listing on all stock exchanges on which such class of stock is then listed; (ii) The completion of any registration or other qualification of such shares Shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which or the Committee shall, in its absolute discretion, deem necessary or advisable; and (iii) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee shall, in its absolute sole discretion, determine to be deem necessary or advisable. The Company will use commercially reasonable efforts to satisfy all of the foregoing conditions on or prior to the date when any distribution or payment of the Units is to be made to the Grantee pursuant to this Agreement . (and, if any of the foregoing conditions remain unsatisfied as of such date, the Company will use commercially reasonable efforts to satisfy such conditions as promptly as reasonably practicable). ii) In the event that the Company delays Shares have not been registered under the Securities Act of 1933, as amended, if the Committee shall, in its sole discretion, deem it necessary or advisable, the execution by the Optionee of a distribution or payment written representation and agreement, in settlement of Units because it reasonably determines a form satisfactory to the Committee, in which the Optionee represents that the issuance of shares of Common Stock in settlement of the Units will violate Federal securities laws or other applicable law, such Shares acquired by him upon exercise are being acquired for investment and not with a view to distribution or payment shall be made at the earliest date at which the Company reasonably determines that the making of such distribution or payment will not cause such violation, as required by Treasury Regulation Section 1.409A-2(b)(7)(ii). The Company shall not delay any payment if such delay will result in a violation of Section 409A of the Codethereof.

Conditions to Issuance of Stock Certificates. Shares The shares of Common Stock which are distributed in settlement deliverable upon the exercise of Units the Option, or any portion thereof, may be either previously authorized but unissued shares of Stock or issued shares of Stock which have then been reacquired by the Company. Such shares of Common Stock shall be fully paid and nonassessable. The shares of Common Stock issued pursuant to this Agreement shall be held in book entry form and no certificates shall be issued therefor; provided, however, that certificates may be issued for shares of Common Stock issued pursuant to this Agreement at the request of the holder and in accordance with the charter and bylaws of the Company, as amended or supplemented from time to time. The Company shall not be required to issue such or deliver any shares in book entry of Stock purchased upon the exercise of the Option or certificated form portion thereof prior to fulfillment of all of the following conditions: (ia) The admission of such shares of Stock to listing on all stock exchanges on which such class of stock Stock is then listed; (iib) The completion of any registration or other qualification of such shares of Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Committee Administrator shall, in its absolute discretion, deem necessary or advisable; and; (iiic) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee Administrator shall, in its absolute discretion, determine to be necessary or advisable. ; (d) The receipt by the Company will use commercially reasonable efforts of full payment for such shares of Stock, including payment of any applicable federal, state and foreign withholding or other taxes, which the Company and/or its Parent or Subsidiary are required by applicable law to satisfy all account to any tax authority resulting from the grant, exercise, vesting or distribution of the foregoing conditions on Option or prior to the date when any distribution shares of Stock issuable thereunder or payment of the Units is to be made to the Grantee otherwise pursuant to this Agreement (which payment may be made in cash, by deduction from other compensation payable to Participant or in any form of consideration permitted under Section 4.4 hereof or by the Plan; and, if any (e) The lapse of such reasonable period of time following the exercise of the foregoing conditions remain unsatisfied Option as the Administrator may from time to time establish for reasons of such date, the Company will use commercially reasonable efforts to satisfy such conditions as promptly as reasonably practicable). In the event that the Company delays a distribution or payment in settlement administrative convenience. (f) Shares of Units because it reasonably determines that the issuance of shares of Common Stock in settlement issued upon exercise of the Units will violate Federal securities laws or other applicable law, such distribution or payment Option shall be made issued to Participant or Participant’s beneficiaries, as the case may be, at the earliest date at which the Company reasonably determines that the making of such distribution or payment will not cause such violation, as required by Treasury Regulation Section 1.409A-2(b)(7)(ii). The Company shall not delay any payment if such delay will result in a violation of Section 409A sole discretion of the CodeAdministrator, in either (A) uncertificated form, with the shares recorded in the name of Participant in the books and records of the Company’s transfer agent; or (B) certificate form.

Conditions to Issuance of Stock Certificates. Shares of Common Stock which are distributed in settlement of Units issued as payment for the RSUs may be either previously authorized but unissued shares or issued shares which have then been reacquired by the Company. Such Upon issuance, such shares of Common Stock shall be fully paid and nonassessable. The shares of Common Stock stock issued pursuant to this Agreement shall be held in book book-entry form and no certificates shall be issued therefor; provided, provided however, that certificates may be issued for shares of Common Stock stock issued pursuant to this Agreement at the request of the holder and in accordance with the charter Articles of Amendment and bylaws Restatement of the Company, as amended or and supplemented from time to time. The Company shall not be required , and the Amended and Restated Bylaws of the Company, as amended and supplemented from time to issue such shares in book entry or certificated form prior to time, upon the fulfillment of all of the following conditions: (ia) The admission of such shares to listing on all stock exchanges on which such class of stock is then listed; (iib) The completion of any registration or other qualification of such shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Committee shall, in its absolute discretion, deem necessary or advisable; and; (iiic) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee shall, in its absolute discretion, determine to be necessary or advisable. ; (d) The lapse of such reasonable period of time as the Committee may from time to time establish for reasons of administrative convenience; and (e) The receipt by the Company will use commercially reasonable efforts of full payment for any applicable withholding or other employment tax or required payments with respect to satisfy all of the foregoing conditions on or prior any such shares to the date when any distribution or payment of the Units is to be made Company with respect to the Grantee pursuant to this Agreement (and, if any of the foregoing conditions remain unsatisfied as issuance or vesting of such date, the Company will use commercially reasonable efforts to satisfy such conditions as promptly as reasonably practicable)shares. In the event that the Company delays a distribution or payment in settlement of Units RSUs because it reasonably determines that the issuance of shares of Common Stock in settlement of the Units RSUs will violate Federal federal securities laws or other applicable law, such distribution or payment shall be made at the earliest date at which the Company reasonably determines that the making of such distribution or payment will not cause such violation, as required by Treasury Regulation Section 1.409A-2(b)(7)(ii). The Company shall not delay any payment if such delay will result in a violation of Section 409A of the Code.

Conditions to Issuance of Stock Certificates. (a) The Shares deliverable upon the exercise of Common Stock which are distributed in settlement of Units the Option, or any portion thereof, may be either previously authorized but unissued shares Shares or issued shares Shares which have then been reacquired by the Company. Such shares of Common Stock Shares shall be fully paid and nonassessablenon-assessable. The shares stock certificates evidencing the Shares shall bear legends restricting transferability in substantially the form indicated below: "These Shares have not been registered under the Securities Act of Common Stock issued pursuant to this Agreement shall be held in book entry form and no certificates shall be issued therefor; provided, however, that certificates may be issued for shares of Common Stock issued pursuant to this Agreement at the request of the holder and in accordance with the charter and bylaws of the Company1933, as amended (the "Securities Act") and may not be resold, pledged or supplemented otherwise transferred unless they have been registered under the Securities Act or unless an exemption from time registration is available. The sale, pledge or other transfer of these Shares are further subject to time. restrictions specified in the Lockup Agreement dated as of February 15, 1994 among Xxxxxx Xxxx Incorporated, First Albany Corporation, and Xxxxxxx X. Xxxxxx." (b) The Company shall not be required to issue such shares in book entry or certificated form deliver any certificate or certificates for Shares deliverable upon any exercise of the Option prior to fulfillment of all of the following conditions: (i) The admission of such shares to listing on all stock exchanges on which such class of stock is then listed; (ii) The completion of any registration or other qualification of such shares Shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which or the Committee shall, in its absolute discretion, deem necessary or advisable; and (iii) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee shall, in its absolute sole discretion, determine to be deem necessary or advisable. The Company will use commercially reasonable efforts to satisfy all of the foregoing conditions on or prior to the date when any distribution or payment of the Units is to be made to the Grantee pursuant to this Agreement . (and, if any of the foregoing conditions remain unsatisfied as of such date, the Company will use commercially reasonable efforts to satisfy such conditions as promptly as reasonably practicable). ii) In the event that the Company delays Shares have not been registered under the Securities Act of 1933, as amended, if the Committee shall, in its sole discretion, deem it necessary or advisable, the execution by the Optionee of a distribution or payment written representation and agreement, in settlement of Units because it reasonably determines a form satisfactory to the Committee, in which the Optionee represents that the issuance of shares of Common Stock in settlement of the Units will violate Federal securities laws or other applicable law, such Shares acquired by him upon exercise are being acquired for investment and not with a view to distribution or payment shall be made at the earliest date at which the Company reasonably determines that the making of such distribution or payment will not cause such violation, as required by Treasury Regulation Section 1.409A-2(b)(7)(ii). The Company shall not delay any payment if such delay will result in a violation of Section 409A of the Codethereof.

Conditions to Issuance of Stock Certificates. (a) If required, the stock certificates evidencing the Shares shall bear legends restricting transferability; in substantially the form indicated below: "These Shares have not been registered under the Securities Act of Common Stock which are distributed in settlement of Units may be either previously authorized but unissued shares or issued shares which have then been reacquired by the Company. Such shares of Common Stock shall be fully paid and nonassessable. The shares of Common Stock issued pursuant to this Agreement shall be held in book entry form and no certificates shall be issued therefor; provided, however, that certificates may be issued for shares of Common Stock issued pursuant to this Agreement at the request of the holder and in accordance with the charter and bylaws of the Company1933, as amended (the "Securities Act"), and may not be resold, pledged or supplemented otherwise transferred unless they have been registered under the Securities Act or unless an exemption from time to time. registration is available." (b) The Company Stockholders shall not be required to issue such shares in book entry deliver any certificate or certificated form certificates for Shares deliverable upon any exercise of the Option prior to fulfillment of all of the following conditions: (i) The admission of such shares to listing on all stock exchanges on which such class of stock is then listed; (ii) The completion of any registration or other qualification of such shares Shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which or the Committee shall, in its absolute discretion, deem necessary or advisable; and (iii) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee Stockholders shall, in its absolute their sole discretion, determine to be deem necessary or advisable. The Company will use commercially reasonable efforts to satisfy all of the foregoing conditions on or prior to the date when any distribution or payment of the Units is to be made to the Grantee pursuant to this Agreement . (and, if any of the foregoing conditions remain unsatisfied as of such date, the Company will use commercially reasonable efforts to satisfy such conditions as promptly as reasonably practicable). ii) In the event that the Company delays Shares have not been registered under the Securities Act, if the Stockholders shall, in their sole discretion, deem it necessary or advisable, the execution by Optionee of a distribution or payment written representation and agreement, in settlement of Units because it reasonably determines a form satisfactory to the Stockholders, in which Optionee represents that the issuance Shares acquired by him upon exercise are being acquired for investment and not with a view to distribution thereof. (c) The parties to this Agreement understand, acknowledge and agree that any transfer of shares of Common Stock in settlement all or any part of the Units will violate Shares, or any change in the ownership of the Company, shall be subject to the requirements of the Communications Act of 1934, as amended, and the rules and regulations of the Federal securities laws or other Communications Commission ("FCC") as may be in effect at the time of such transfer, and that before certain rights provided for in this Agreement are exercised, it may be necessary to obtain any approval of the FCC required under applicable law, such distribution or payment shall be made at the earliest date at which the Company reasonably determines that the making of such distribution or payment will not cause such violation, as required by Treasury Regulation Section 1.409A-2(b)(7)(ii). The Company shall not delay any payment if such delay will result in a violation of Section 409A of the Code.

Conditions to Issuance of Stock Certificates. Shares The shares of Common Stock which are distributed in settlement deliverable upon the exercise of Units the Option, or any portion thereof, may be either previously authorized but unissued shares of Stock or issued shares of Stock which have then been reacquired by the Company. Such shares of Common Stock shall be fully paid and nonassessable. The shares of Common Stock issued pursuant to this Agreement shall be held in book entry form and no certificates shall be issued therefor; provided, however, that certificates may be issued for shares of Common Stock issued pursuant to this Agreement at the request of the holder and in accordance with the charter and bylaws of the Company, as amended or supplemented from time to time. The Company shall not be required to issue such or deliver any shares in book entry of Stock purchased upon the exercise of the Option or certificated form portion thereof prior to fulfillment of all of the following conditions: (ia) The admission of such shares of Stock to listing on all stock exchanges on which such class of stock Stock is then listed; (iib) The completion of any registration or other qualification of such shares of Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Committee Administrator shall, in its absolute discretion, deem necessary or advisable; and; (iiic) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee Administrator shall, in its absolute discretion, determine to be necessary or advisable. ; (d) The receipt by the Company will use commercially reasonable efforts of full payment for such shares of Stock, including payment of any applicable federal, state and foreign withholding or other taxes, which the Company and/or its Parent or Subsidiary are required by applicable law to satisfy all account to any tax authority resulting from the grant, exercise, vesting or distribution of the foregoing conditions on Option or prior to the date when any distribution shares of Stock issuable thereunder or payment of the Units is to be made to the Grantee otherwise pursuant to this Agreement (andwhich payment may be made, if any in the discretion of the foregoing conditions remain unsatisfied as Administrator, in cash, by deduction from other compensation payable to Participant or in any form of consideration permitted under Section 4.4 hereof or by the Plan); and (e) The lapse of such date, reasonable period of time following the Company will use commercially reasonable efforts to satisfy such conditions as promptly as reasonably practicable). In the event that the Company delays a distribution or payment in settlement of Units because it reasonably determines that the issuance of shares of Common Stock in settlement exercise of the Units will violate Federal securities laws or other applicable law, such distribution or payment Option as the Administrator may from time to time establish for reasons of administrative convenience. (f) Shares of Stock issued upon exercise of the Option shall be made issued to Participant or Participant’s beneficiaries, as the case may be, at the earliest date at which the Company reasonably determines that the making of such distribution or payment will not cause such violation, as required by Treasury Regulation Section 1.409A-2(b)(7)(ii). The Company shall not delay any payment if such delay will result in a violation of Section 409A sole discretion of the CodeAdministrator, in either (A) uncertificated form, with the shares recorded in the name of Participant in the books and records of the Company’s transfer agent; or (B) certificate form.

Conditions to Issuance of Stock Certificates. Shares The shares of Common Stock which are distributed in settlement deliverable upon the exercise of Units the Option, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been reacquired by the Company. Such shares of Common Stock shall be fully paid and nonassessable. The shares of Common Stock issued pursuant to this Agreement shall be held in book entry form and no certificates shall be issued therefor; provided, however, that certificates may be issued for shares of Common Stock issued pursuant to this Agreement at the request of the holder and in accordance with the charter and bylaws of the Company, as amended or supplemented from time to time. The Company shall not be required to issue such any shares in book entry of Stock purchased upon the exercise of the Option or certificated form portion thereof prior to fulfillment of all of the following conditions: (i) The admission of such shares to listing on all stock exchanges on which such class of stock is then listed; (ii) The completion of any registration or other qualification of such shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Committee shall, in its absolute discretion, deem necessary or advisable; and (iiia) The obtaining of any approval or other clearance from any state or federal governmental agency or any other governmental regulatory body, which the Committee Board of Directors shall, in its absolute discretion, determine deem necessary or advisable; (b) The receipt by the Company of full payment for such shares, including payment of all amounts which, under federal, state or local tax law, the Company (or other employer corporation) is required to withhold upon exercise of the Option; (c) The admission of such shares to listing on all stock exchanges or market systems on which such Stock is then listed; and (d) The lapse of such reasonable period of time following the exercise of the Option as the Board of Directors may from time to time establish for reasons of administrative convenience. THE OPTIONEE IS CAUTIONED THAT THE OPTION MAY NOT BE EXERCISED UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, THE OPTIONEE MAY NOT BE ABLE TO EXERCISE THE OPTION WHEN DESIRED EVEN THOUGH THE OPTION IS VESTED. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary or advisable. The to the lawful issuance and sale of any shares subject to the Option shall relieve the Company will use commercially reasonable efforts to satisfy all of any liability in respect of the foregoing conditions on failure to issue or prior sell such shares as to which such requisite authority shall not have been obtained. As a condition to the date when any distribution or payment exercise of the Units is to be made to the Grantee pursuant to this Agreement (and, if any of the foregoing conditions remain unsatisfied as of such dateOption, the Company will use commercially reasonable efforts may require the Optionee to satisfy such conditions any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as promptly as reasonably practicable). In may be requested by the event that the Company delays a distribution or payment in settlement of Units because it reasonably determines that the issuance of shares of Common Stock in settlement of the Units will violate Federal securities laws or other applicable law, such distribution or payment shall be made at the earliest date at which the Company reasonably determines that the making of such distribution or payment will not cause such violation, as required by Treasury Regulation Section 1.409A-2(b)(7)(ii). The Company shall not delay any payment if such delay will result in a violation of Section 409A of the CodeCompany.

Conditions to Issuance of Stock Certificates. Shares of Common Stock which are distributed in settlement of Units The Shares, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been reacquired by the Company. Such shares of Common Stock Shares shall be fully paid and nonassessable. The shares of Common Stock issued pursuant to this Agreement shall be held in book entry form and no certificates shall be issued therefor; provided, however, that certificates may be issued for shares of Common Stock issued pursuant to this Agreement at the request of the holder and in accordance with the charter and bylaws of the Company, as amended or supplemented from time to timenon-assessable. The Company shall not be required to issue such shares in book entry or certificated form deliver any Shares prior to fulfillment of all of the following conditions: (i) The admission of such shares to listing on all stock exchanges on which such class of stock is then listed; (ii) The completion of any registration or other qualification of such shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Committee shall, in its absolute discretion, deem legally necessary or advisable; and (iiiii) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee shall, in its absolute discretion, determine to be necessary or advisable; and (iii) The receipt by the Company of full payment for such Shares, including payment of all amounts which, under federal, state or local tax law, the Company (or other employer corporation) is required to withhold upon issuance of such Shares. The Participant may elect to have the Company will use commercially reasonable efforts to satisfy all withhold shares of the foregoing conditions on Company’s Common Stock otherwise issuable under the Restricted Stock Award (or prior allow the return of shares of the Company’s Common Stock) having a Fair Market Value equal to the date when sums required to be withheld. Notwithstanding any distribution other provision of the Plan or this Agreement, the number of shares of the Company’s Common Stock which may be withheld with respect to the issuance, vesting or payment of the Units is Shares in order to be made satisfy Participant’s federal and state income and payroll tax liabilities with respect to the Grantee pursuant to this Agreement (andissuance, if any vesting or payment of the foregoing conditions remain unsatisfied as of such date, Shares shall be limited to the Company will use commercially reasonable efforts to satisfy such conditions as promptly as reasonably practicable). In the event that the Company delays a distribution or payment in settlement of Units because it reasonably determines that the issuance number of shares of the Company’s Common Stock in settlement which have a Fair Market Value on the date of withholding equal to the Units will violate Federal securities laws or other applicable law, such distribution or payment shall be made at the earliest date at which the Company reasonably determines that the making aggregate amount of such distribution or payment will not cause liabilities based on the minimum statutory withholding rates for federal and state tax income and payroll tax purposes that are applicable to such violation, as required by Treasury Regulation Section 1.409A-2(b)(7)(ii). The Company shall not delay any payment if such delay will result in a violation of Section 409A of the Codesupplemental taxable income.

Conditions to Issuance of Stock Certificates. Shares of Common Stock which are distributed in settlement of Units issued as payment for the RSUs may be either previously authorized but unissued shares or issued shares Shares which have then been reacquired by the Company. Such shares of Common Stock Upon issuance, such Shares shall be fully paid and nonassessable. The shares of Common Stock Shares issued pursuant to this Agreement shall be held in book book-entry form and no certificates shall be issued therefor; provided, provided however, that certificates may be issued for shares of Common Stock Shares issued pursuant to this Agreement at the request of the holder and in accordance with the charter Articles of Amendment and bylaws Restatement of the Company, as amended or and supplemented from time to time. The Company shall not be required , and the Amended and Restated Bylaws of the Company, as amended and supplemented from time to issue such shares in book entry or certificated form prior to time, upon the fulfillment of all of the following conditions: (ia) The admission of such shares Shares to listing on all stock exchanges on which such class of stock is then listed; (iib) The completion of any registration or other qualification of such shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Committee shall, in its absolute discretion, deem necessary or advisable; and; (iiic) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee shall, in its absolute discretion, determine to be necessary or advisable. ; ​ ​ (d) The lapse of such reasonable period of time as the Committee may from time to time establish for reasons of administrative convenience; and (e) The receipt by the Company will use commercially reasonable efforts of full payment for any applicable withholding or other employment tax or required payments with respect to satisfy all of the foregoing conditions on or prior any such Shares to the date when any distribution or payment of the Units is to be made Company with respect to the Grantee pursuant to this Agreement (and, if any of the foregoing conditions remain unsatisfied as issuance or vesting of such date, the Company will use commercially reasonable efforts to satisfy such conditions as promptly as reasonably practicable)Shares. In the event that the Company delays a distribution or payment in settlement of Units RSUs because it reasonably determines that the issuance of shares of Common Stock Shares in settlement of the Units RSUs will violate Federal federal securities laws or other applicable law, such distribution or payment shall be made at the earliest date at which the Company reasonably determines that the making of such distribution or payment will not cause such violation, as required by Treasury Regulation Section 1.409A-2(b)(7)(ii). The Company shall not delay any payment if such delay will result in a violation of Section 409A of the Code.

Conditions to Issuance of Stock Certificates. (1) If required, the stock certificates evidencing the Shares shall bear legends restricting transferability; in substantially the form indicated below: "These Shares have not been registered under the Securities Act of Common Stock which are distributed in settlement of Units may be either previously authorized but unissued shares or issued shares which have then been reacquired by the Company. Such shares of Common Stock shall be fully paid and nonassessable. The shares of Common Stock issued pursuant to this Agreement shall be held in book entry form and no certificates shall be issued therefor; provided, however, that certificates may be issued for shares of Common Stock issued pursuant to this Agreement at the request of the holder and in accordance with the charter and bylaws of the Company1933, as amended (the "Securities Act"), and may not be resold, pledged or supplemented otherwise transferred unless they have been registered under the Securities Act or unless an exemption from time to time. registration is available." (2) The Company Stockholders shall not be required to issue such shares in book entry deliver any certificate or certificated form certificates for Shares deliverable upon any exercise of the Option prior to fulfillment of all of the following conditions: (i) The admission of such shares to listing on all stock exchanges on which such class of stock is then listed; (iia) The completion of any registration or other qualification of such shares Shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which or the Committee shall, in its absolute discretion, deem necessary or advisable; and (iii) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee Stockholders shall, in its absolute their sole discretion, determine to be deem necessary or advisable. The Company will use commercially reasonable efforts to satisfy all of the foregoing conditions on or prior to the date when any distribution or payment of the Units is to be made to the Grantee pursuant to this Agreement . (and, if any of the foregoing conditions remain unsatisfied as of such date, the Company will use commercially reasonable efforts to satisfy such conditions as promptly as reasonably practicable). b) In the event that the Company delays Shares have not been registered under the Securities Act, if the Stockholders shall, in their sole discretion, deem it necessary or advisable, the execution by Optionee of a distribution or payment written representation and agreement, in settlement of Units because it reasonably determines a form satisfactory to the Stockholders, in which Optionee represents that the issuance Shares acquired by him upon exercise are being acquired for investment and not with a view to distribution thereof. The parties to this Agreement understand, acknowledge and agree that any transfer of shares of Common Stock in settlement all or any part of the Units will violate Shares, or any change in the ownership of the Company, shall be subject to the requirements of the Communications Act of 1934, as amended, and the rules and regulations of the Federal securities laws or other Communications Commission ("FCC") as may be in effect at the time of such transfer, and that before certain rights provided for in this Agreement are exercised, it may be necessary to obtain any approval of the FCC required under applicable law, such distribution or payment shall be made at the earliest date at which the Company reasonably determines that the making of such distribution or payment will not cause such violation, as required by Treasury Regulation Section 1.409A-2(b)(7)(ii). The Company shall not delay any payment if such delay will result in a violation of Section 409A of the Code.

Conditions to Issuance of Stock Certificates. Shares The shares of Common Stock which are distributed in settlement deliverable upon the exercise of Units the Option, or any portion thereof, may be either previously authorized but unissued shares of Stock or issued shares of Stock which have then been reacquired by the Company. Such shares of Common Stock shall be fully paid and nonassessable. The shares of Common Stock issued pursuant to this Agreement shall be held in book entry form and no certificates shall be issued therefor; provided, however, that certificates may be issued for shares of Common Stock issued pursuant to this Agreement at the request of the holder and in accordance with the charter and bylaws of the Company, as amended or supplemented from time to time. The Company shall not be required to issue such or deliver any shares in book entry of Stock purchased upon the exercise of the Option or certificated form portion thereof prior to fulfillment of all of the following conditions: (ia) The admission of such shares of Stock to listing on all stock exchanges on which such class of stock Stock is then listed; (iib) The completion of any registration or other qualification of such shares of Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Committee Administrator shall, in its absolute discretion, deem necessary or advisable; and; (iiic) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee Administrator shall, in its absolute discretion, determine to be necessary or advisable. ; (d) The receipt by the Company will use commercially reasonable efforts of full payment for such shares of Stock, including payment of any applicable federal, state and foreign withholding or other taxes, which the Company and/or its Parent or Subsidiary are required by applicable law to satisfy all account to any tax authority resulting from the grant, exercise, vesting or distribution of the foregoing conditions on Option or prior to the date when any distribution shares of Stock issuable thereunder or payment of the Units is to be made to the Grantee otherwise pursuant to this Agreement (andwhich payment may be made, if any in the discretion of the foregoing conditions remain unsatisfied as Administrator, in cash, by deduction from other compensation payable to Participant or in any form of consideration permitted under Section 4.4 hereof or by the Plan); and (e) The lapse of such date, reasonable period of time following the Company will use commercially reasonable efforts to satisfy such conditions as promptly as reasonably practicable). In the event that the Company delays a distribution or payment in settlement of Units because it reasonably determines that the issuance of shares of Common Stock in settlement exercise of the Units will violate Federal securities laws or other applicable law, such distribution or payment Option as the Administrator may from time to time establish for reasons of administrative convenience. (f) Shares of Stock issued upon exercise of the Option shall be made issued to Participant or Participant’s beneficiaries, as the case may be, at the earliest date at which the Company reasonably determines that the making of such distribution or payment will not cause such violation, as required by Treasury Regulation Section 1.409A-2(b)(7)(ii). The Company shall not delay any payment if such delay will result in a violation of Section 409A sole discretion of the CodeAdministrator, in either (i) uncertificated form, with the shares recorded in the name of Participant in the books and records of the Company’s transfer agent; or (ii) certificate form.