Common use of Securities Law Requirements Clause in Contracts

Securities Law Requirements. (a) If required by the Company, any notice of exercise of this SAR must be accompanied by the Employee’s written representation: (i) that the shares of Stock being acquired is purchased for investment and not for resale or with a view to its distribution; (ii) acknowledging that the shares of Stock have not been registered under the Securities Act of 1933, as amended (the “Securities Act”); and (iii) agreeing that the shares of Stock may not be sold or transferred unless either there is an effective Registration Statement for it under the Securities Act, or in the opinion of counsel for the Company, the sale or transfer will not violate the Securities Act. This SAR will not be exercisable in whole or in part, nor will the Company be obligated to sell or issue any shares of Stock subject to this SAR, if exercise and sale (or issuance) may, in the opinion of counsel for the Company, violate the Securities Act (or other federal or state statutes having similar requirements), as it may be in effect at that time, or cause the Company to violate the terms of Section 4 of the Plan. (b) This SAR is subject to the further requirement that, if at any time the Committee determines in its discretion that the registration, listing or qualification of the shares of Stock subject to this SAR under any federal securities law, securities exchange requirements or under any other applicable law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the granting of this SAR or the issuance of shares of Stock under it, this SAR may not be exercised in whole or in part, unless the necessary registration, listing, qualification, consent or approval has been effected or obtained free of any conditions not acceptable to the Committee. (c) No person who acquires shares of Stock pursuant to this SAR may, during any period of time that person is an affiliate of the Company (within the meaning of the rules and regulations of the Commission under the Securities Act) sell the shares of Stock, unless the offer and sale is made pursuant to (i) an effective registration statement under the Securities Act, which is current and includes the shares of Stock to be sold, or (ii) an appropriate exemption from the registration requirements of the Securities Act, such as that set forth in Rule 144 promulgated under the Securities Act. (d) With respect to individuals subject to Section 16 of the Exchange Act, transactions under this SAR are intended to comply with all applicable conditions of Rule 16b-3, or its successors under the Exchange Act. To the extent any provision of this SAR or action by the Committee fails to so comply, the Committee may determine, to the extent permitted by law, that the provision or action will be null and void. (e) Notwithstanding any provisions to the contrary contained herein, the Employee acknowledges that this SAR may not be exercised, in whole or in part, prior to such time, if any, that the Plan shall have been approved by the Company’s shareholders in accordance with applicable law.

Securities Law Requirements. (a) If required by the Company, any notice of exercise By its acceptance of this SAR must Warrant, Holder hereby represents and warrants to the Company that this Warrant and the Warrant Shares will be accompanied by the Employee’s written representation: (i) that the shares of Stock being acquired is purchased for investment for its own account, not as a nominee or agent, and not for resale or with a view to the sale or distribution of any part thereof, and that it has no present intention of selling, granting participations in or otherwise distributing the same. By acceptance of this Warrant, Holder further represents and warrants that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to any person, with respect to this Warrant or the Warrant Shares. (b) By its distribution; (ii) acknowledging acceptance of this Warrant, Holder understands that this Warrant is not, and the shares of Stock have Warrant Shares will not been be, registered under the Securities Act of 1933, as amended (the “Securities "Act”); and (iii) agreeing that the shares of Stock may not be sold or transferred unless either there is an effective Registration Statement for it under the Securities Act, or in the opinion of counsel for the Company, the sale or transfer will not violate the Securities Act. This SAR will not be exercisable in whole or in part, nor will the Company be obligated to sell or issue any shares of Stock subject to this SAR, if exercise and sale (or issuance) may, in the opinion of counsel for the Company, violate the Securities Act (or other federal or state statutes having similar requirements"), as it may be in effect at on the basis that time, or cause the Company to violate the terms of Section 4 of the Plan. (b) This SAR is subject to the further requirement that, if at any time the Committee determines in its discretion that the registration, listing or qualification of the shares of Stock subject to this SAR under any federal securities law, securities exchange requirements or under any other applicable law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the granting of this SAR or the issuance of shares of Stock this Warrant and the Warrant Shares are exempt from registration under itthe Act pursuant to Section 4(2) thereof, this SAR may not be exercised in whole or in part, unless and that the necessary registration, listing, qualification, consent or approval has been effected or obtained free of any conditions not acceptable to the CommitteeCompany's reliance on such exemption is predicated on Holder's representations and warranties set forth herein. (c) No person who acquires shares By its acceptance of Stock this Warrant, Holder understands that the Warrant and the Warrant Shares may not be sold, transferred, or otherwise disposed of without registration under the Act, or an exemption therefrom, and that in the absence of an effective registration statement covering the Warrant and the Warrant Shares or an available exemption from registration under the Act, the Warrant and the Warrant Shares must be held indefinitely. In particular, Holder is aware that the Warrant and the Warrant Shares may not be sold pursuant to this SAR may, during any period of time that person is an affiliate Rule 144 promulgated under the Act unless all of the conditions of Rule 144 are satisfied. Among the conditions for use of Rule 144 are the availability of current information about the Company (within to the meaning public, prescribed holding periods which will commence only upon Holder's payment for the securities being sold, manner of sale restrictions, volume limitations and certain other restrictions. By its acceptance of this Warrant, Holder represents and warrants that, in the absence of an effective registration statement covering the Warrant or the Warrant Shares, it will sell, transfer or otherwise dispose of the rules Warrant and regulations the Warrant Shares only in a manner consistent with its representations and warranties set forth herein and then only in accordance with the provisions of Section 8.1(d). (d) By its acceptance of this Warrant, Holder agrees that in no event will it transfer or dispose of any of the Commission under Warrants or the Securities Act) sell the shares of Stock, unless the offer and sale is made Warrant Shares other than pursuant to (i) an effective registration statement under the Securities Act, which is current unless and includes until (i) Holder shall have notified the shares Company of Stock to be soldthe proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the disposition, or and (ii) if requested by the Company, at the expense of the Holder or transferee, it shall have furnished to the Company an appropriate opinion of counsel, reasonably satisfactory to the Company, to the effect that (A) such transfer may be made without registration under the Act and (B) such transfer or disposition will not cause the termination or the non-applicability of any exemption from to the registration and prospectus delivery requirements of the Act or to the qualification or registration requirements of the Securities Act, such as that set forth securities laws of any other jurisdiction on which the Company relied in Rule 144 promulgated under issuing the Securities ActWarrant or the Warrant Shares. (d) With respect to individuals subject to Section 16 of the Exchange Act, transactions under this SAR are intended to comply with all applicable conditions of Rule 16b-3, or its successors under the Exchange Act. To the extent any provision of this SAR or action by the Committee fails to so comply, the Committee may determine, to the extent permitted by law, that the provision or action will be null and void. (e) Notwithstanding any provisions to the contrary contained herein, the Employee acknowledges that this SAR may not be exercised, in whole or in part, prior to such time, if any, that the Plan shall have been approved by the Company’s shareholders in accordance with applicable law.

Securities Law Requirements. (a) If required by No Option Shares may be sold, transferred or otherwise disposed of (any such sale, transfer or other disposition, a "sale") unless the Company, any holder thereof shall have given written notice to NWA Corp. or its successor of exercise the holder's intention to effect the sale describing the manner and circumstances thereof (which circumstances shall include the sale of this SAR must be accompanied by the Employee’s written representation: (iat least 5,000 Shares) and shall have represented in such notice that the shares of Stock being acquired is purchased for investment and not for resale or with a view to its distribution; (ii) acknowledging that the shares of Stock have not been registered proposed sale may be effected without registration under the Securities Act or under applicable blue sky laws. Such proposed sale may be effected only if NWA Corp. shall have received such notice and such representation and notified the holder in writing that either (i) NWA Corp. accepts such representation or (ii) NWA Corp. requires a written opinion of 1933, as amended (counsel reasonably satisfactory to NWA Corp. addressed to NWA Corp. to the “Securities Act”); and (iii) agreeing effect that the shares of Stock proposed sale may not be sold or transferred unless either there is an effective Registration Statement for it effected without registration under the Securities Act, Act or under applicable blue sky laws. Upon delivery by NWA Corp. of the notice described in clause (i) of the preceding sentence or receipt by NWA Corp. of a reasonably satisfactory legal opinion as contemplated by clause (ii) of counsel for the Companypreceding sentence, the holder shall be entitled to effect a sale or transfer will not violate the Securities Act. This SAR will not be exercisable of Option Shares as described in whole or and in part, nor will the Company be obligated to sell or issue any shares of Stock subject to this SAR, if exercise and sale (or issuance) may, in the opinion of counsel for the Company, violate the Securities Act (or other federal or state statutes having similar requirements), as it may be in effect at that time, or cause the Company to violate accordance with the terms of Section 4 the notice delivered by the holder to NWA Corp. The holder will cause any proposed transferee of Option Shares to agree to take and hold such Option Shares subject to the Planprovisions and upon the conditions specified herein. Such Option Shares transferred as provided above shall bear the legend set forth in subparagraph (b) below. (b) This SAR is subject to The certificates representing the further requirement thatOption Shares shall bear the following legend: THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, if at any time the Committee determines in its discretion that the registrationAS AMENDED (THE "SECURITIES ACT"), listing or qualification of the shares of Stock subject to this SAR under any federal securities lawOR ANY STATE SECURITIES LAWS. NEITHER THESE SHARES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, securities exchange requirements or under any other applicable lawSOLD, or the consent or approval of any governmental regulatory bodyASSIGNED, is necessary as a condition ofTRANSFERRED, or in connection withPLEDGED, the granting of this SAR or the issuance of shares of Stock under itENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, this SAR may not be exercised in whole or in partOR NOT SUBJECT TO, unless the necessary registration, listing, qualification, consent or approval has been effected or obtained free of any conditions not acceptable to the CommitteeREGISTRATION. (c) No person who acquires shares The certificates representing the Option Shares, and each certificate issued in transfer or exchange thereof, shall also bear any legend required under any applicable securities or blue sky laws. (d) NWA Corp. may make a notation on its records or give instructions to any transfer agents of the Common Stock in order to implement the restrictions on transfer set forth in this Section 4.2. NWA Corp. shall not incur any liability for any delay in recognizing any transfer of Option Shares if NWA Corp. reasonably believes that such transfer may have been or would be in violation of the provisions of the Securities Act or applicable blue sky laws. (e) The provisions of Section 4.2 shall not apply to any sale of Option Shares pursuant to this SAR may, during any period of time that person is an affiliate of the Company (within the meaning of the rules and regulations of the Commission under the Securities Act) sell the shares of Stock, unless the offer and sale is made pursuant to (i) an effective registration statement under the Securities Act, which is current and includes the shares of Stock to be sold, or (ii) an appropriate exemption from the registration requirements of the Securities Act, such as that set forth in Rule 144 promulgated under the Securities Act. (d) With respect to individuals subject to Section 16 of the Exchange Act, transactions under this SAR are intended to comply with all applicable conditions of Rule 16b-3, or its successors under the Exchange Act. To the extent any provision of this SAR or action by the Committee fails to so comply, the Committee may determine, to the extent permitted by law, that the provision or action will be null and void. (e) Notwithstanding any provisions to the contrary contained herein, the Employee acknowledges that this SAR may not be exercised, in whole or in part, prior to such time, if any, that the Plan shall have been approved by the Company’s shareholders in accordance with applicable law.

Securities Law Requirements. (a) If required by the Company, any notice of exercise By its acceptance of this SAR must Warrant, Holder hereby represents and warrants to the Company that this Warrant and the Warrant Shares will be accompanied by the Employee’s written representation: (i) that the shares of Stock being acquired is purchased for investment for its own account, not as a nominee or agent, and not for resale or with a view to the sale or distribution of any part thereof, and that it has no present intention of selling, granting participations in or otherwise distributing the same. By acceptance of this Warrant, Holder further represents and warrants that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to any person, with respect to this Warrant or the Warrant Shares. By its distribution; (ii) acknowledging acceptance of this Warrant, Holder understands that this Warrant is not, and the shares of Stock have Warrant Shares will not been be, registered under the Securities Act of 1933, as amended (the “Securities "Act”"); and (iii) agreeing , on the basis that the shares issuance of Stock this Warrant and the Warrant Shares are exempt from registration under the Act pursuant to Section 4(2) thereof, and that the Company's reliance on such exemption is predicated on Holder's representations and warranties set forth herein. By its acceptance of this Warrant, Holder understands that this Warrant and the Warrant Shares may not be sold, transferred, or otherwise disposed of without registration under the Act, or an exemption therefrom, and that in the absence of an effective registration statement covering this Warrant and the Warrant Shares or an available exemption from registration under the Act, this Warrant and the Warrant Shares must be held indefinitely. In particular, Holder is aware that this Warrant and the Warrant Shares may not be sold or transferred unless either there is an effective Registration Statement for it pursuant to Rule 144 promulgated under the Securities ActAct unless all of the conditions of Rule 144 are satisfied. Among the conditions for use of Rule 144 are the availability of current information about the Company to the public, or in the opinion of counsel prescribed holding periods which will commence only upon Holder's payment for the Companysecurities being sold, the manner of sale or transfer will not violate the Securities Actrestrictions, volume limitations and certain other restrictions. This SAR will not be exercisable in whole or in partBy its acceptance of this Warrant, nor will the Company be obligated to sell or issue any shares of Stock subject to this SAR, if exercise Holder represents and sale (or issuance) maywarrants that, in the opinion absence of counsel for an effective registration statement covering this Warrant or the CompanyWarrant Shares, violate it will sell, transfer or otherwise dispose of this Warrant and the Securities Act (or other federal or state statutes having similar requirements), as it may be Warrant Shares only in effect at that time, or cause a manner consistent with its representations and warranties set forth herein and then only in accordance with the Company to violate the terms provisions of Section 4 8.1(d). By its acceptance of this Warrant, Holder agrees that in no event will it transfer or dispose of the Plan. (b) This SAR is subject to the further requirement that, if at any time the Committee determines in its discretion that the registration, listing or qualification of the shares of Stock subject to this SAR under any federal securities law, securities exchange requirements or under any other applicable law, Warrant or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the granting of this SAR or the issuance of shares of Stock under it, this SAR may not be exercised in whole or in part, unless the necessary registration, listing, qualification, consent or approval has been effected or obtained free of any conditions not acceptable to the Committee. (c) No person who acquires shares of Stock Warrant Shares other than pursuant to this SAR may, during any period of time that person is an affiliate of the Company (within the meaning of the rules and regulations of the Commission under the Securities Act) sell the shares of Stock, unless the offer and sale is made pursuant to (i) an effective registration statement under the Securities Act, which is current unless and includes until (i) Holder shall have notified the shares Company of Stock to be soldthe proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the disposition, or and (ii) if requested by the Company, at the expense of the Holder or transferee, it shall have furnished to the Company an appropriate opinion of counsel, reasonably satisfactory to the Company, to the effect that (A) such transfer may be made without registration under the Act and (B) such transfer or disposition will not cause the termination or the non-applicability of any exemption from to the registration and prospectus delivery requirements of the Act or to the qualification or registration requirements of the Securities Act, such as that set forth securities laws of any other jurisdiction on which the Company relied in Rule 144 promulgated under issuing this Warrant or the Securities ActWarrant Shares. (d) With respect to individuals subject to Section 16 of the Exchange Act, transactions under this SAR are intended to comply with all applicable conditions of Rule 16b-3, or its successors under the Exchange Act. To the extent any provision of this SAR or action by the Committee fails to so comply, the Committee may determine, to the extent permitted by law, that the provision or action will be null and void. (e) Notwithstanding any provisions to the contrary contained herein, the Employee acknowledges that this SAR may not be exercised, in whole or in part, prior to such time, if any, that the Plan shall have been approved by the Company’s shareholders in accordance with applicable law.

Securities Law Requirements. (a) If required by the Company, any notice of exercise By its acceptance of this SAR must Warrant, Holder hereby represents and warrants to the Company that this Warrant and the Warrant Shares will be accompanied by the Employee’s written representation: (i) that the shares of Stock being acquired is purchased for investment for its own account, not as a nominee or agent, and not for resale or with a view to the sale or distribution of any part thereof, and that it has no present intention of selling, granting participations in or otherwise distributing the same. By acceptance of this Warrant, Holder further represents and warrants that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to any person, with respect to this Warrant or the Warrant Shares. (b) By its distribution; (ii) acknowledging that acceptance of this Warrant, Holder understands that, pending the shares effectiveness of Stock have a registration statement covering the Warrant and the Warrant Shares, this Warrant is not been registered under the Securities Act of 1933, as amended (the “Securities "Act”); and (iii) agreeing that the shares of Stock may not be sold or transferred unless either there is an effective Registration Statement for it under the Securities Act, or in the opinion of counsel for the Company, the sale or transfer will not violate the Securities Act. This SAR will not be exercisable in whole or in part, nor will the Company be obligated to sell or issue any shares of Stock subject to this SAR, if exercise and sale (or issuance) may, in the opinion of counsel for the Company, violate the Securities Act (or other federal or state statutes having similar requirements"), as it may be in effect at that time, or cause the Company to violate the terms of Section 4 of the Plan. (b) This SAR is subject to the further requirement and that, if at any time until the Committee determines in its discretion that the registrationeffectiveness of such a registration statement, listing or qualification of the shares of Stock subject to this SAR under any federal securities law, securities exchange requirements or under any other applicable law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the granting of this SAR or the issuance of shares of Stock this Warrant and the Warrant Shares are exempt from registration under itthe Act pursuant to Section 4(2) thereof, this SAR may not be exercised in whole or in part, unless and that the necessary registration, listing, qualification, consent or approval has been effected or obtained free of any conditions not acceptable to the CommitteeCompany's reliance on such exemption is predicated on Holder's representations and warranties set forth herein. (c) No person who acquires shares By its acceptance of Stock this Warrant, Holder understands that the Warrant and the Warrant Shares may not be sold, transferred, or otherwise disposed of without registration under the Act, or an exemption therefrom, and that in the absence of an effective registration statement covering the Warrant and the Warrant Shares or an available exemption from registration under the Act, the Warrant and the Warrant Shares must be held indefinitely. In particular, Holder is aware that the Warrant and the Warrant Shares may not be sold pursuant to this SAR may, during any period of time that person is an affiliate Rule 144 promulgated under the Act unless all of the conditions of Rule 144 are satisfied. Among the conditions for use of Rule 144 are the availability of current information about the Company (within to the meaning public, prescribed holding periods which will commence only upon Holder's payment for the securities being sold, manner of sale restrictions, volume limitations and certain other restrictions. By its acceptance of this Warrant, Holder represents and warrants that, in the absence of an effective registration statement covering the Warrant or the Warrant Shares, it will sell, transfer or otherwise dispose of the rules Warrant and regulations the Warrant Shares only in a manner consistent with its representations and warranties set forth herein and then only in accordance with the provisions of Section 8.1(d). (d) By its acceptance of this Warrant, Holder agrees that in no event will it transfer or dispose of any of the Commission under Warrants or the Securities Act) sell the shares of Stock, unless the offer and sale is made Warrant Shares other than pursuant to (i) an effective registration statement under the Securities Act, which is current unless and includes until (i) Holder shall have notified the shares Company of Stock to be soldthe proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the disposition, or and (ii) if requested by the Company, at the expense of the Holder or transferee, it shall have furnished to the Company an appropriate opinion of counsel, reasonably satisfactory to the Company, to the effect that (A) such transfer may be made without registration under the Act and (B) such transfer or disposition will not cause the termination or the non-applicability of any exemption from to the registration and prospectus delivery requirements of the Act or to the qualification or registration requirements of the Securities Act, such as that set forth securities laws of any other jurisdiction on which the Company relied in Rule 144 promulgated under issuing the Securities ActWarrant or the Warrant Shares. (d) With respect to individuals subject to Section 16 of the Exchange Act, transactions under this SAR are intended to comply with all applicable conditions of Rule 16b-3, or its successors under the Exchange Act. To the extent any provision of this SAR or action by the Committee fails to so comply, the Committee may determine, to the extent permitted by law, that the provision or action will be null and void. (e) Notwithstanding any provisions to the contrary contained herein, the Employee acknowledges that this SAR may not be exercised, in whole or in part, prior to such time, if any, that the Plan shall have been approved by the Company’s shareholders in accordance with applicable law.

Securities Law Requirements. (a) If required by the Company, any notice of exercise By its acceptance of this SAR must be accompanied by Warrant, the Employee’s written representation: Holder represents and warrants that it is acquiring this Warrant and the Warrant Shares solely for its account and not with a present view toward the distribution of said Warrant or Warrant Shares or any part thereof and has no intention of selling or distributing said Warrant or Warrant Shares or any arrangement or understanding with any other persons regarding the sale or distribution of said Warrant or the Warrant Shares, except as would not result in a violation of the applicable securities laws. The Holder will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (ior solicit any offers to buy, purchase or otherwise acquire or take a pledge of) this Warrant except in accordance with the Securities Act and will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) this Warrant Shares except pursuant to and in accordance with applicable securities laws. (b) By its acceptance of this Warrant, the Holder understands that the shares offer and sale of Stock being acquired is purchased for investment and not for resale this Warrant or with a view to its distribution; (ii) acknowledging that the shares of Stock Warrant Shares have not been registered under the Securities Act on the basis that no distribution or public offering of 1933, as amended (this Warrant or the “Securities Act”); and (iii) agreeing Warrant Shares is to be effected. The Holder realizes that the shares of Stock basis for the exemption may not be sold present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or transferred unless either there is an effective Registration Statement for it under determinable period in the Securities Actfuture, selling (in connection with a distribution or otherwise), granting any participation in, or in otherwise distributing the opinion of counsel for the Company, the sale or transfer will not violate the Securities Actsecurities. This SAR will not be exercisable in whole or in part, nor will the Company be obligated to sell or issue any shares of Stock subject to this SAR, if exercise and sale (or issuance) may, in the opinion of counsel for the Company, violate the Securities Act (or other federal or state statutes having similar requirements), as it may be in effect at that time, or cause the Company to violate the terms of Section 4 of the Plan. (b) This SAR is subject to the further requirement that, if at any time the Committee determines in its discretion that the registration, listing or qualification of the shares of Stock subject to this SAR under any federal securities law, securities exchange requirements or under any other applicable law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the granting of this SAR or the issuance of shares of Stock under it, this SAR may not be exercised in whole or in part, unless the necessary registration, listing, qualification, consent or approval The Holder has been effected or obtained free of any conditions not acceptable to the Committeeno such present intention. (c) No person who acquires shares By its acceptance of Stock this Warrant, the Holder recognizes that this Warrant and the Warrant Shares must be held indefinitely under the Securities Act unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Holder recognizes that the Company has no obligation to register this Warrant or, except as provided in the Purchase Agreement, the Warrant Shares, or to comply with any exemption from such registration. (d) By its acceptance of this Warrant, the Holder is aware that neither this Warrant nor the Warrant Shares may be sold pursuant to this SAR mayRule 144 unless certain conditions are met, including, among other things, the existence of a public market for the shares, the availability of certain current public information about the Company, the resale following the required holding period under Rule 144 and the number of shares being sold during any three-month period not exceeding specified limitations. Holder is aware that any such sale made in reliance on Rule 144, if Rule 144 is available, may be made only in accordance with the terms of Rule 144. (e) By its acceptance of this Warrant, the Holder understands that this Warrant and the Warrant Shares have not been and are not being registered under the Securities Act (other than as contemplated in the Purchase Agreement) or any applicable state securities laws and, consequently, the Holder may have to bear the risk of owning this Warrant and the Warrant Shares for an indefinite period of time that person is an affiliate of the Company (within the meaning of the rules and regulations of the Commission under the Securities Act) sell the shares of Stock, unless the offer and sale is made pursuant to because such securities may not be transferred unless: (i) the resale of such securities is registered pursuant to an effective registration statement under the Securities Act, which is current and includes the shares of Stock to be sold, or ; (ii) the Holder has delivered to the Company an appropriate opinion of counsel (in form, substance and scope reasonably satisfactory to the Company) to the effect that this Warrant or Warrant Shares to be sold or transferred may be sold or transferred pursuant to an exemption from the registration requirements of the Securities Act, such as that set forth in registration; or (iii) such securities are sold or transferred pursuant to Rule 144 promulgated under the Securities Act144. (d) With respect to individuals subject to Section 16 of the Exchange Act, transactions under this SAR are intended to comply with all applicable conditions of Rule 16b-3, or its successors under the Exchange Act. To the extent any provision of this SAR or action by the Committee fails to so comply, the Committee may determine, to the extent permitted by law, that the provision or action will be null and void. (e) Notwithstanding any provisions to the contrary contained herein, the Employee acknowledges that this SAR may not be exercised, in whole or in part, prior to such time, if any, that the Plan shall have been approved by the Company’s shareholders in accordance with applicable law.

Securities Law Requirements. (a) If required by the Company, any the notice of exercise of this SAR the Option must be accompanied by the Employee’s 's written representation: (i) that the shares of Stock stock being acquired is purchased for investment and not for resale or with a view to its distribution; (ii) acknowledging that the shares of Stock have stock has not been registered under the Securities Act of 1933, as amended (the “Securities "1933 Act”"); and (iii) agreeing that the shares of Stock stock may not be sold or transferred unless either there is an effective Registration Statement for it under the Securities 1933 Act, or in the opinion of counsel for the Company, the sale or transfer will not violate the Securities 1933 Act. This SAR Option will not be exercisable in whole or in part, nor will the Company be obligated to sell or issue any shares of Stock Shares subject to this SARthe Option, if exercise and sale (or issuance) may, in the opinion of counsel for the Company, violate the Securities 1933 Act (or other federal or state statutes having similar requirements), as it may be in effect at that time, or cause the Company to violate the terms of Section 4 4.1 of the Plan. (b) This SAR The Option is subject to the further requirement that, if at any time the Committee determines in its discretion that the registration, listing or qualification of the shares of Stock Shares subject to this SAR the Option under any federal securities law, securities exchange requirements or under any other applicable law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the granting of this SAR the Option or the issuance of shares of Stock Shares under it, this SAR the Option may not be exercised in whole or in part, unless the necessary registration, listing, qualification, consent or approval has been effected or obtained free of any conditions not acceptable to the Committee. (c) No person who acquires shares of Stock Shares pursuant to this SAR Option may, during any period of time that person is an affiliate of the Company (within the meaning of the rules and regulations of the Securities and Exchange Commission under the Securities Act0000 Xxx) sell the shares of StockShares, unless the offer and sale is made pursuant to (i) an effective registration statement under the Securities 1933 Act, which is current and includes the shares of Stock Shares to be sold, or (ii) an appropriate exemption from the registration requirements of the Securities 1933 Act, such as that set forth in Rule 144 promulgated under the Securities 1933 Act. (d) . With respect to individuals subject to Section 16 of the Exchange Act, transactions under this SAR Option are intended to comply with all applicable conditions of Rule 16b-316b- 3, or its successors under the Exchange Act. To the extent any provision of this SAR the Option or action by the Committee fails to so comply, the Committee may determine, to the extent permitted by law, that the provision or action will be null and void. (e) Notwithstanding any provisions to the contrary contained herein, the Employee acknowledges that this SAR may not be exercised, in whole or in part, prior to such time, if any, that the Plan shall have been approved by the Company’s shareholders in accordance with applicable law.

Securities Law Requirements. (a) If required by the Company, any notice of exercise By its acceptance of this SAR must Warrant, Holder hereby represents and warrants to the Company that this Warrant and the Warrant Shares will be accompanied by the Employee’s written representation: (i) that the shares of Stock being acquired is purchased for investment for its own account, not as a nominee or agent, and not for resale or with a view to the sale or distribution of any part thereof, and that it has no present intention of selling, granting participations in or otherwise distributing the same. By acceptance of this Warrant, Holder further represents and warrants that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to any person, with respect to this Warrant or the Warrant Shares. (b) By its distribution; (ii) acknowledging acceptance of this Warrant, Holder understands that this Warrant is not, and the shares of Stock have Warrant Shares will not been be, registered under the Securities Act of 1933, as amended (the “Securities "Act”); and (iii) agreeing that the shares of Stock may not be sold or transferred unless either there is an effective Registration Statement for it under the Securities Act, or in the opinion of counsel for the Company, the sale or transfer will not violate the Securities Act. This SAR will not be exercisable in whole or in part, nor will the Company be obligated to sell or issue any shares of Stock subject to this SAR, if exercise and sale (or issuance) may, in the opinion of counsel for the Company, violate the Securities Act (or other federal or state statutes having similar requirements"), as it may be in effect at on the basis that time, or cause the Company to violate the terms of Section 4 of the Plan. (b) This SAR is subject to the further requirement that, if at any time the Committee determines in its discretion that the registration, listing or qualification of the shares of Stock subject to this SAR under any federal securities law, securities exchange requirements or under any other applicable law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the granting of this SAR or the issuance of shares of Stock this Warrant and --- the Warrant Shares are exempt from registration under itthe Act pursuant to Section 4(2) thereof, this SAR may not be exercised in whole or in part, unless and that the necessary registration, listing, qualification, consent or approval has been effected or obtained free of any conditions not acceptable to the CommitteeCompany's reliance on such exemption is predicated on Holder's representations and warranties set forth herein. (c) No person who acquires shares By its acceptance of Stock this Warrant, Holder understands that this Warrant and the Warrant Shares may not be sold, transferred, or otherwise disposed of without registration under the Act, or an exemption therefrom, and that in the absence of an effective registration statement covering this Warrant and the Warrant Shares or an available exemption from registration under the Act, this Warrant and the Warrant Shares must be held indefinitely. In particular, Holder is aware that this Warrant and the Warrant Shares may not be sold pursuant to this SAR may, during any period of time that person is an affiliate Rule 144 promulgated under the Act unless all of the conditions of Rule 144 are satisfied. Among the conditions for use of Rule 144 are the availability of current information about the Company to the public, prescribed holding periods which will commence only upon Holder's payment for the securities being sold, manner of sale restrictions, volume limitations and certain other restrictions. By its acceptance of this Warrant, Holder represents and warrants that, in the absence of an effective registration statement covering this Warrant or the Warrant Shares, it will sell, transfer or otherwise dispose of this Warrant and the Warrant Shares only in a manner consistent with its representations and warranties set forth herein and then only in accordance with the provisions of Section 8.1(d). (within the meaning d) By its acceptance of this Warrant, Holder agrees that in no event will it transfer or dispose of the rules and regulations of Warrant or the Commission under the Securities Act) sell the shares of Stock, unless the offer and sale is made Warrant Shares other than pursuant to (i) an effective registration statement under the Securities Act, which is current unless and includes until (i) Holder shall have notified the shares Company of Stock to be soldthe proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the disposition, or and (ii) if requested by the Company, at the expense of the Holder or transferee, it shall have furnished to the Company an appropriate opinion of counsel, reasonably satisfactory to the Company, to the effect that (A) such transfer may be made without registration under the Act and (B) such transfer or disposition will not cause the termination or the non-applicability of any exemption from to the registration and prospectus delivery requirements of the Act or to the qualification or registration requirements of the Securities Act, such as that set forth securities laws of any other jurisdiction on which the Company relied in Rule 144 promulgated under issuing this Warrant or the Securities ActWarrant Shares. (d) With respect to individuals subject to Section 16 of the Exchange Act, transactions under this SAR are intended to comply with all applicable conditions of Rule 16b-3, or its successors under the Exchange Act. To the extent any provision of this SAR or action by the Committee fails to so comply, the Committee may determine, to the extent permitted by law, that the provision or action will be null and void. (e) Notwithstanding any provisions to the contrary contained herein, the Employee acknowledges that this SAR may not be exercised, in whole or in part, prior to such time, if any, that the Plan shall have been approved by the Company’s shareholders in accordance with applicable law.

Securities Law Requirements. (a) If required by the Company, any notice of exercise By his acceptance of this SAR must Warrant, the Holder hereby represents and warrants to the Company that this Warrant and the Warrant Shares will be accompanied by the Employee’s written representation: (i) that the shares of Stock being acquired is purchased for investment for his own account, not as nominee or agent, and not for resale or with a view to its distribution; (ii) acknowledging sale or distribution of any part thereof, and that he has no current intention of selling, granting participations in or otherwise distributing the shares same. By acceptance of Stock have not been registered under the Securities Act of 1933, as amended (the “Securities Act”); and (iii) agreeing that the shares of Stock may not be sold or transferred unless either there is an effective Registration Statement for it under the Securities Act, or in the opinion of counsel for the Companythis Warrant, the sale Holder further represents and warrants that he does not have any contact, undertaking, agreement or arrangement with any person to sell, transfer will not violate the Securities Act. This SAR will not be exercisable in whole or in partgrant participations to any person, nor will the Company be obligated to sell or issue any shares of Stock subject with respect to this SAR, if exercise and sale (Warrant or issuance) may, in the opinion of counsel for the Company, violate the Securities Act (or other federal or state statutes having similar requirements), as it may be in effect at that time, or cause the Company to violate the terms of Section 4 of the PlanWarrant Shares. (b) This SAR is subject to By his acceptance of this Warrant, the further requirement that, if at any time the Committee determines in its discretion Holder understands that the registration, listing or qualification of Warrant and the shares of Stock subject to this SAR under any federal securities law, securities exchange requirements or under any other applicable law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the granting of this SAR or the issuance of shares of Stock under it, this SAR Warrant Shares may not be exercised in whole sold, transferred, or in part, unless the necessary registration, listing, qualification, consent or approval has been effected or obtained free otherwise disposed of any conditions not acceptable to the Committee. (c) No person who acquires shares of Stock pursuant to this SAR may, during any period of time that person is an affiliate of the Company (within the meaning of the rules and regulations of the Commission without registration under the Securities Act) sell , or an exemption therefrom, and that in the shares absence of Stock, unless the offer and sale is made pursuant to (i) an effective registration statement covering the Warrant and the Warrant Shares or an available exemption from registration under the Securities Act, which the Warrant and the Warrant Shares must be held indefinitely. In particular, the Holder is current aware that the Warrant and includes the shares of Stock Warrant Shares may not be sold pursuant to be sold, or (ii) an appropriate exemption from the registration requirements of the Securities Act, such as that set forth in Rule 144 promulgated under the Securities Act. (d) With respect to individuals subject to Section 16 Act unless all of the Exchange Act, transactions under this SAR are intended to comply with all applicable conditions of Rule 16b-3144 are satisfied. Among the conditions for use of Rule 144 are the availability of current information about the Company to the public, or its successors under prescribed holding periods which will commence only upon the Exchange ActHolder’s payment for the securities being sold, manner of sale restrictions, volume limitations and certain other restrictions. To the extent any provision By his acceptance of this SAR or action by the Committee fails to so complyWarrant, the Committee may determine, to the extent permitted by law, that the provision or action will be null Holder represents and void. (e) Notwithstanding any provisions to the contrary contained herein, the Employee acknowledges that this SAR may not be exercisedwarrants that, in whole the absence of an effective registration statement covering the Warrant and the Warrant Shares, he will sell, transfer or otherwise dispose of the Warrant and the Warrant Shares only in part, prior to such time, if any, that the Plan shall have been approved by the Company’s shareholders a manner consistent with his representations and warranties set forth herein and then only in accordance with applicable lawthe provision of Section 10.3 below.

Securities Law Requirements. (a) If required by the Company, any notice of exercise of this SAR must be accompanied by the Employee’s written representation: (i) that the shares of Stock being acquired is purchased for investment and not for resale or with a view to its distribution; (ii) acknowledging that the shares of Stock have not been registered under the Securities Act of 1933, as amended (the “Securities Act”); and (iii) agreeing that the shares of Stock may not be sold or transferred unless either there is an effective Registration Statement for it under the Securities Act, or in the opinion of counsel for the Company, the sale or transfer will not violate the Securities Act. This SAR will The Option shall not be exercisable in whole or in partto any extent, nor will and the Company shall not be obligated to sell or issue transfer any shares Option Shares to the Grantee upon exercise of Stock subject to this SARsuch Option, if exercise and sale (or issuance) maysuch exercise, in the opinion of counsel for the Company, would violate the Securities Act (or any other federal or state statutes having similar requirements), requirements as it may be in effect at that time). Further, the Company may require as a condition of transfer of any Option Shares pursuant to any exercise of the Option that the Grantee furnish a written representation that he or she is purchasing or acquiring the Option Shares for investment and not with a view to resale or distribution to the public. The Grantee hereby represents and warrants that (i) neither the offering nor the sale of the Option Shares has been registered under the Securities Act in reliance upon exemptions from the registration provisions of the Securities Act, (ii) the Option Shares purchased by the Investor must be held by it indefinitely unless (A) the sale or transfer thereof (1) is subsequently registered under the Securities Act, or cause an exemption from such registration is available, or (2) such transfer does not constitute an “offer” or a “sale” within the Company to violate the terms of Section 4 meaning of the Plan. Securities Act, and (bB) This SAR such transfer of the Option Shares is subject to receipt by the further requirement thatCompany, in its sole discretion, of an opinion of counsel satisfactory to it that such transfer will be in full compliance with all applicable laws relating to registration of securities or exemptions therefrom, (iii) the Company is under no obligation to register the Option Shares on the Grantee’s behalf or to assist the Grantee in complying with any exemption from registration, and (iv) the officers of the Company will rely upon the representations and warranties made by the Grantee in this Agreement in order to establish such exemption from the registration provisions of the Securities Act. Each certificate representing Option Shares shall bear any legends that may be required by the Company or by any federal or state securities laws. Further, if at any time the Committee determines Company decides, in its discretion sole and absolute discretion, that the registration, listing or qualification of the shares of Stock subject to this SAR Option Shares under any federal securities law, securities exchange requirements or under any other applicable law, or the consent or approval of any governmental regulatory body, law is necessary as a condition of, or in connection withdesirable, the granting of this SAR or the issuance of shares of Stock under it, this SAR may Option shall not be exercised exercisable, in whole or in part, unless the necessary registration, listing, and until such listing or qualification, or a consent or approval has with respect thereto, shall have been effected or obtained free of any conditions not acceptable to the CommitteeCompany. (c) No person who acquires shares of Stock pursuant to this SAR may, during any period of time that person is an affiliate of the Company (within the meaning of the rules and regulations of the Commission under the Securities Act) sell the shares of Stock, unless the offer and sale is made pursuant to (i) an effective registration statement under the Securities Act, which is current and includes the shares of Stock to be sold, or (ii) an appropriate exemption from the registration requirements of the Securities Act, such as that set forth in Rule 144 promulgated under the Securities Act. (d) With respect to individuals subject to Section 16 of the Exchange Act, transactions under this SAR are intended to comply with all applicable conditions of Rule 16b-3, or its successors under the Exchange Act. To the extent any provision of this SAR or action by the Committee fails to so comply, the Committee may determine, to the extent permitted by law, that the provision or action will be null and void. (e) Notwithstanding any provisions to the contrary contained herein, the Employee acknowledges that this SAR may not be exercised, in whole or in part, prior to such time, if any, that the Plan shall have been approved by the Company’s shareholders in accordance with applicable law.

Securities Law Requirements. (a) If required by the Company, any the notice of exercise of this the SAR must be accompanied by the Employee’s 's written representation: (i) that the shares of Stock stock being acquired is purchased for investment and not for resale or with a view to its distribution; (ii) acknowledging that the shares of Stock have stock has not been registered under the Securities Act of 1933, as amended (the “Securities "1933 Act”"); and (iii) agreeing that the shares of Stock stock may not be sold or transferred unless either there is an effective Registration Statement for it under the Securities 1933 Act, or in the opinion of counsel for the Company, the sale or transfer will not violate the Securities 1933 Act. This SAR will not be exercisable in whole or in part, nor will the Company be obligated to sell or issue any shares of Stock Shares subject to this the SAR, if exercise and sale (or issuance) may, in the opinion of counsel for the Company, violate the Securities 1933 Act (or other federal or state statutes having similar requirements), as it may be in effect at that time, or cause the Company to violate the terms of Section 4 4.1 of the Plan. (b) This The SAR is subject to the further requirement that, if at any time the Committee determines in its discretion that the registration, listing or qualification of the shares of Stock Shares subject to this the SAR under any federal securities law, securities exchange requirements or under any other applicable law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the granting of this the SAR or the issuance of shares of Stock Shares under it, this the SAR may not be exercised in whole or in part, unless the necessary registration, listing, qualification, consent or approval has been effected or obtained free of any conditions not acceptable to the Committee. (c) No person who acquires shares of Stock Shares pursuant to this SAR may, during any period of time that person is an affiliate of the Company (within the meaning of the rules and regulations of the Securities and Exchange Commission under the Securities Act0000 Xxx) sell the shares of StockShares, unless the offer and sale is made pursuant to (i) an effective registration statement under the Securities 1933 Act, which is current and includes the shares of Stock Shares to be sold, or (ii) an appropriate exemption from the registration requirements of the Securities 1933 Act, such as that set forth in Rule 144 promulgated under the Securities 1933 Act. (d) . With respect to individuals subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), transactions under this SAR are intended to comply with all applicable conditions of Rule 16b-3, or its successors under the Exchange Act. To the extent any provision of this the SAR or action by the Committee fails to so comply, the Committee may determine, to the extent permitted by law, that the provision or action will be null and void. (e) Notwithstanding any provisions to the contrary contained herein, the Employee acknowledges that this SAR may not be exercised, in whole or in part, prior to such time, if any, that the Plan shall have been approved by the Company’s shareholders in accordance with applicable law.

Securities Law Requirements. (a) If required by the Company, any the notice of exercise of this SAR must the Option shall be accompanied by the Employee’s Grantee's written representation: (i) that the shares of Stock stock being acquired is purchased for investment and not for resale or with a view to its distributionthe distribution thereof; (ii) acknowledging that the shares of Stock have such stock has not been registered under the Securities Act of 1933, as amended (the “Securities "1933 Act”"); and (iii) agreeing that the shares of Stock such stock may not be sold or transferred unless either there is an effective Registration Statement for it under the Securities 1933 Act, or in the opinion of counsel for the Company, the such sale or transfer will is not violate in violation of the Securities 1933 Act. . (b) This SAR will Option not shall be exercisable in whole or in part, nor will shall the Company be obligated to sell or issue any shares of Common Stock subject to this SARsuch Option, if such exercise and sale (or issuance) may, in the opinion of counsel for the Company, violate the Securities 1933 Act (or other federal or state statutes having similar requirements), as it may be in effect at that time, or cause the Company to violate the terms of Section 4 of the Plan. (bc) This SAR The Option is subject to the further requirement that, if at any time the Committee determines shall determine in its discretion that the registration, listing or qualification of the shares of Common Stock subject to this SAR such Option under any federal securities law, securities exchange requirements or under any other applicable law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the granting of this SAR such Option or the issuance of shares of Stock under itthereunder, this SAR such Option may not be exercised in whole or in part, unless the necessary registration, such listing, qualification, consent or approval has shall have been effected or obtained free of any conditions not acceptable to the Committee. (cd) No person who acquires shares of Common Stock pursuant to this SAR Agreement may, during any period of time that such person is an affiliate of the Company (Company, within the meaning of the rules and regulations of the Securities and Exchange Commission under the Securities 1933 Act) , sell the such shares of Common Stock, unless the such offer and sale is made pursuant to (i) an effective registration statement under the Securities 1933 Act, which is current and includes the shares of Stock to be sold, or (ii) an appropriate exemption from the registration requirements of the Securities 1933 Act, such as that set forth in Rule 144 promulgated under the Securities 1933 Act. (de) With respect to individuals subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "1934 Act"), transactions under this SAR Agreement are intended to comply with all applicable conditions of Rule 16b-3, or its successors under the Exchange 1934 Act. To the extent any provision of this SAR the Agreement or action by the Committee fails to so comply, the Committee may determine, to the extent permitted by law, that the such provision or action will shall be null and void. (e) Notwithstanding any provisions to the contrary contained herein, the Employee acknowledges that this SAR may not be exercised, in whole or in part, prior to such time, if any, that the Plan shall have been approved by the Company’s shareholders in accordance with applicable law.

Securities Law Requirements. (a) If at any time the Committee determines that issuing Shares would violate applicable securities laws, the Company will not be required by to issue such Shares. The Committee may declare any provision of these Terms and Conditions or action of its own null and void, if it determines the Companyprovision or action fails to comply with the short-swing trading rules. As a condition to the issuance of the Shares, any notice of exercise of this SAR must be accompanied by the Employee’s Company may require the Participant to make written representation: representations it deems necessary or desirable to comply with applicable securities laws. (ib) The Participant understands that the shares of Restricted Stock being Units and any Shares acquired is purchased for investment and not for resale or with a view to its distribution; (ii) acknowledging that the shares of Stock upon settlement thereof have not been registered under the Securities Act of 1933, as amended (the “Securities Act”); , and (iii) agreeing that the shares of Stock may not be sold or transferred unless either there is an effective Registration Statement for it under the Securities Act, or in the opinion of counsel for the Company, the sale or transfer will not violate the Securities Act. This SAR will not be exercisable in whole or in part, nor will the Company be obligated to sell or issue any shares of Stock subject to this SAR, if exercise and sale (or issuance) may, in the opinion of counsel for the Company, violate the Securities Act (or other federal or state statutes having similar requirements), as it may be in effect at that time, or cause the Company to violate the terms of Section 4 of the Plan. (b) This SAR is subject to the further requirement that, if at any time the Committee determines in its discretion that the registration, listing or qualification of the shares of Stock subject to this SAR under any federal securities law, securities exchange requirements or under any other applicable law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the granting of this SAR or the issuance of shares of Stock under it, this SAR may not be exercised in whole or in part, unless the necessary registration, listing, qualification, consent or approval has been effected or obtained free of any conditions not acceptable to the Committee. (c) No person no Person who acquires shares of Stock pursuant to this SAR may, during any period of time that person is an affiliate of the Company (within the meaning of the rules Shares acquired upon settlement thereof under these Terms and regulations of the Commission under the Securities Act) Conditions may sell the shares of Stock, such Shares unless they make the offer and sale is made pursuant to (i) an effective registration statement under the Securities Act, which is current and includes the shares of Stock Shares to be sold, or (ii) an appropriate exemption from the registration requirements of the Securities Act. The Participant further understands that the Shares shall bear a legend substantially as follows: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, such as that set forth in Rule 144 promulgated under the Securities ActAS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, PLEDGED, HYPOTHECATED OR SOLD UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER THE ACT, OR (II) THE TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS AND, IF THE COMPANY REQUESTS, AN OPINION SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL. (dc) With respect The Company shall use its reasonable best efforts to individuals subject to Section 16 register the resale of any Shares acquired by the Participant upon settlement of the Exchange Act, transactions under this SAR are intended to comply with all applicable conditions Restricted Stock Units within sixty days of Rule 16b-3, or its successors under the Exchange Act. To the extent any provision Participant’s receipt of this SAR or action by the Committee fails to so comply, the Committee may determine, to the extent permitted by law, that the provision or action will be null and voidsuch Shares. (e) Notwithstanding any provisions to the contrary contained herein, the Employee acknowledges that this SAR may not be exercised, in whole or in part, prior to such time, if any, that the Plan shall have been approved by the Company’s shareholders in accordance with applicable law.