Common use of Status of Stock Clause in Contracts

Status of Stock. The Director understands that at the time of the execution of this Agreement the sale of the Restricted Shares has not been registered under the Securities Act or any state securities law and that the Company does not currently intend to effect any such registration. The Director agrees that the Restricted Shares and the Earned Shares when issued under this Agreement are being acquired for investment without a view to distribution, within the meaning of the Securities Act, and shall not be sold, transferred, assigned, pledged or hypothecated in the absence of (a) an effective registration statement for the sale of such shares under the Securities Act and applicable state securities laws or (b) if requested by the Company, the delivery by the Director to the Company of a written opinion of legal counsel, who shall be satisfactory to the Company, addressed to the Company and satisfactory in form and substance to the Company’s counsel, to the effect that an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws is available. The Director also agrees that the Restricted Shares and Earned Shares issued under this Agreement will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws. In addition, the Director agrees that (a) the certificates, if any, representing the Restricted Shares and Earned Shares may bear such legend or legends as the Committee deems appropriate in order to reflect the Forfeiture Restrictions and to assure compliance with applicable securities laws, (b) the Company may refuse to register the transfer of the Restricted Shares or Earned Shares on the stock transfer records of the Company if such proposed transfer would constitute a violation of the Forfeiture Restrictions or, in the opinion of counsel satisfactory to the Company, of any applicable securities law, and (c) the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Restricted Shares.

Status of Stock. The Director understands that at the time of the execution Notwithstanding any other provision of this Agreement the sale of the Restricted Shares has not been registered under the Securities Act or any state securities law and that the Company does not currently intend to effect any such registration. The Director agrees that the Restricted Shares and the Earned Shares when issued under this Agreement are being acquired for investment without a view to distribution--------------- Agreement, within the meaning of the Securities Act, and shall not be sold, transferred, assigned, pledged or hypothecated in the absence of (a) an effective registration statement for the sale of such shares issuance under the Securities Act and applicable state securities laws of 1933, as amended (the "Act"), of the shares of Stock acquirable upon exercise of this Option, or an available exemption from registration under the Act, issuance of shares of Stock acquirable upon exercise of this Option will be delayed until registration of such shares is effective or an exemption from registration under the Act is available. The Company intends to use its best efforts to ensure that no such delay will occur in the event exemption from registration under the Act is available upon an exercise of this Option, Employee (b) or the person permitted to exercise this Option in the event of Employee's death or incapacity), if requested by the CompanyCompany to do so, the delivery by the Director will execute and deliver to the Company of a written opinion of legal counsel, who shall be satisfactory to the Company, addressed to in writing an agreement containing such provisions as the Company and satisfactory in form and substance may require to the Company’s counsel, to the effect that an assure compliance with applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws is availablelaws. The Director also Employee agrees that the Restricted Shares and Earned Shares issued under shares of Stock which Employee may acquire by exercising this Agreement Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable securities laws, whether federal or state securities lawsstate. In addition, Employee also agrees (i) that the Director agrees that (a) the certificates, if any, certificates representing the Restricted Shares and Earned Shares shares of Stock purchased under this Option may bear such legend or legends as the Committee Company deems appropriate in order to reflect the Forfeiture Restrictions and to assure compliance with applicable securities laws, (bii) that the Company may refuse to register the transfer of the Restricted Shares or Earned Shares shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would constitute a violation of the Forfeiture Restrictions or, in the opinion of counsel satisfactory to the Company, Company constitute a violation of any applicable securities law, law and (ciii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Restricted Sharesshares of Stock purchased under this Option. If Employee desires to sell any shares of Stock acquired pursuant to the provisions of this Agreement and if such shares may not be sold on the open market without registration pursuant to applicable securities laws, then the Company shall, within five days after notice from Employee indicating his intention to sell such shares and the number of shares to be sold, purchase for cash such shares at a price per share based on the closing sales price for shares of Stock traded on the New York Stock Exchange on the date of receipt by the Company of said notice.

Status of Stock. The Director understands that at the time of the execution of this Agreement the sale of the Restricted Shares Company has not been registered for issuance under the Securities Act or any state securities law and that of 1933, as amended (the Company does not currently intend to effect any such registration. The Director agrees that “Act”), the Restricted Shares and the Earned Shares when issued under shares of Stock acquirable upon exercise of this Agreement are being acquired for investment without a view to distribution, within the meaning of the Securities ActOption, and shall not be sold, transferred, assigned, pledged or hypothecated in intends to keep such registration effective throughout the period this Option is exercisable. In the absence of (a) an such effective registration statement for or an available exemption from registration under the sale Act, issuance of shares of Stock acquirable upon exercise of this Option will be delayed until registration of such shares is effective or an exemption from registration under the Securities Act and applicable state securities laws is available. The Company intends to use its reasonable best efforts to ensure that no such delay will occur. In the event exemption from registration under the Act is available upon an exercise of this Option, Employee (or (b) the person permitted to exercise this Option in the event of Employee’s death or incapacity), if requested by the CompanyCompany to do so, the delivery by the Director will execute and deliver to the Company of a written opinion of legal counsel, who shall be satisfactory to the Company, addressed to in writing an agreement containing such provisions as the Company and satisfactory in form and substance may require to the Company’s counsel, to the effect that an assure compliance with applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws is availablelaws. The Director also Employee agrees that the Restricted Shares and Earned Shares issued under shares of Stock which Employee may acquire by exercising this Agreement Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable securities laws, whether federal or state securities lawsstate. In addition, Employee also agrees (i) that the Director agrees that (a) the certificates, if any, certificates representing the Restricted Shares and Earned Shares shares of Stock purchased under this Option may bear such legend or legends as the Committee deems appropriate in order to reflect the Forfeiture Restrictions and to assure compliance with applicable securities laws, and (bii) that the Company may refuse to register the transfer of the Restricted Shares or Earned Shares shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would constitute a violation of the Forfeiture Restrictions or, in the opinion of counsel satisfactory to the Company, Company constitute a violation of any applicable securities law, laws and (ciii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Restricted Sharesshares of Stock purchased under this Option.

Status of Stock. The Director understands that at the time of the execution Following approval of this Agreement by the sale stockholders of the Restricted Shares has not been registered Company, the Company intends to register for issuance under the Securities Act or any state securities law and that of 1933, as amended (the Company does not currently intend to effect any such registration. The Director agrees that "Act") the Restricted Shares and the Earned Shares when issued under shares of Stock acquirable upon exercise of this Agreement are being acquired for investment without a view to distribution, within the meaning of the Securities ActOption, and shall not be sold, transferred, assigned, pledged or hypothecated in to keep such registration effective throughout the period this Option is exercisable. In the absence of (a) an such effective registration statement for or an available exemption from registration under the sale Act, issuance of shares of Stock acquirable upon exercise of this Option will be delayed until registration of such shares is effective or an exemption from registration under the Securities Act and applicable state securities laws is available. In the event exemption from registration under the Act is available upon an exercise of this Option, Employee (or (b) the person permitted to exercise this Option in the event of Employee's death or incapacity), if requested by the CompanyCompany to do so, the delivery by the Director will execute and deliver to the Company of a written opinion of legal counsel, who shall be satisfactory to the Company, addressed to in writing an agreement containing such provisions as the Company and satisfactory in form and substance may require to the Company’s counsel, to the effect that an assure compliance with applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws is availablelaws. The Director also Employee agrees that the Restricted Shares and Earned Shares issued under shares of Stock which Employee may acquire by exercising this Agreement Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable securities laws, whether federal or state securities lawsstate. In addition, Employee also agrees (i) that the Director agrees that (a) the certificates, if any, certificates representing the Restricted Shares and Earned Shares shares of Stock purchased under this Option may bear such legend or legends as the Committee Company deems appropriate in order to reflect the Forfeiture Restrictions and to assure compliance with applicable securities laws, and (bii) that the Company may refuse to register the transfer of the Restricted Shares or Earned Shares shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would constitute a violation of the Forfeiture Restrictions or, in the opinion of counsel satisfactory to the Company, Company constitute a violation of any applicable securities law, laws and (ciii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Restricted Sharesshares of Stock purchased under this Option.

Status of Stock. The Director understands that at the time of the execution of this Agreement the sale of the Restricted Shares has not been registered Company intends to register for issuance under the Securities Act or any state securities law and that of 1933, as amended (the Company does not currently intend to effect any such registration. The Director agrees that "Act") the Restricted Shares and the Earned Shares when issued under shares of Stock acquirable upon exercise of this Agreement are being acquired for investment without a view to distribution, within the meaning of the Securities ActOption, and shall not be sold, transferred, assigned, pledged or hypothecated in to keep such registration effective throughout the period this Option is exercisable. In the absence of (a) an such effective registration statement for or an available exemption from registration under the sale Act, issuance of shares of Stock acquirable upon exercise of this Option will be delayed until registration of such shares is effective or an exemption from registration under the Securities Act and applicable state securities laws is available. The Company intends to use its best efforts to ensure that no such delay will occur. In the event exemption from registration under the Act is available upon an exercise of this Option, Employee (or (b) the person permitted to exercise this Option in the event of Employee's death or incapacity), if requested by the CompanyCompany to do so, the delivery by the Director will execute and deliver to the Company of a written opinion of legal counsel, who shall be satisfactory to the Company, addressed to in writing an agreement containing such provisions as the Company and satisfactory in form and substance may require to the Company’s counsel, to the effect that an assure compliance with applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws is availablelaws. The Director also Employee agrees that the Restricted Shares and Earned Shares issued under shares of Stock which Employee may acquire by exercising this Agreement Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable securities laws, whether federal or state securities lawsstate. In addition, Employee also agrees (i) that the Director agrees that (a) the certificates, if any, certificates representing the Restricted Shares and Earned Shares shares of Stock purchased under this Option may bear such legend or legends as the Committee appointed by the Board of Directors of the Company to administer the Plan (the "Committee") deems appropriate in order to reflect the Forfeiture Restrictions and to assure compliance with applicable securities laws, (bii) that the Company may refuse to register the transfer of the Restricted Shares or Earned Shares shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would constitute a violation of the Forfeiture Restrictions or, in the opinion of counsel satisfactory to the Company, Company constitute a violation of any applicable securities law, and (ciii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Restricted Sharesshares of Stock purchased under this Option.

Status of Stock. The Director Employee understands that at the time of the execution of this Agreement the sale shares of the Restricted Shares has Stock to be issued upon exercise of this Option have not been registered under the Securities Act of 1933, as amended (the "Act"), or any state securities law law, and that the Company does not currently intend to effect any such registration. The Director agrees that Until the Restricted Shares and shares of Stock acquirable upon the Earned Shares when issued under this Agreement are being acquired for investment without a view to distribution, within the meaning exercise of the Securities Option have been registered for issuance under the Act, and shall the Company will not be sold, transferred, assigned, pledged or hypothecated in the absence of (a) an effective registration statement for the sale of issue such shares under unless the Securities Act and applicable state securities laws or (b) if requested by holder of the Company, the delivery by the Director to Option provides the Company of with a written opinion of legal counsel, who shall be satisfactory to the Company, addressed to the Company and satisfactory in form and substance to the Company’s 's counsel, to the effect that an applicable the proposed issuance of such shares to such Option holder may be made without registration under the Act. In the event exemption from registration under the registration requirements Act is available upon an exercise of this Option, Employee (or the person permitted to exercise this Option in the event of Employee's death), if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. 16. 17. Employee agrees that the shares of Stock which Employee may acquire by exercising this Option shall be acquired for investment without a view to distribution, within the meaning of the Securities Act Act, and any applicable state securities laws is availableshall not be sold, transferred, assigned, pledged or hypothecated except as provided for in the Stockholders Agreement. The Director Employee also agrees that the Restricted Shares and Earned Shares issued under shares of Stock which Employee may acquire by exercising this Agreement Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable securities laws, whether federal or state securities lawsstate. 18. 19. In addition, Employee agrees (i) that the Director agrees that (a) the certificates, if any, certificates representing the Restricted Shares and Earned Shares shares of Stock purchased under this Option may bear such legend or legends as the Committee Company deems appropriate and as provided for in the Stockholders Agreement in order to reflect the Forfeiture Restrictions and to assure compliance with applicable securities lawslaws or any stockholders agreements in effect, (bii) that the Company may refuse to register the transfer of the Restricted Shares or Earned Shares shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would constitute a violation of the Forfeiture Restrictions or, in the opinion of counsel satisfactory to the Company, Company constitute a violation of any applicable securities law, law and (ciii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Restricted Sharesshares of Stock purchased under this Option. 20. 21.

Status of Stock. The Director understands that Company shall not be obligated to issue any Stock pursuant to this Option at any time when the time of the execution of this Agreement the sale of the Restricted Shares has shares covered hereby have not been registered under the Securities Act or any state securities law and that of 1933, as amended (the Company does not currently intend to effect any such registration. The Director agrees that the Restricted Shares and the Earned Shares when issued under this Agreement are being acquired for investment without a view to distribution, within the meaning of the Securities “1933 Act”), and shall not be soldsuch other state and federal laws, transferred, assigned, pledged or hypothecated in the absence of (a) an effective registration statement for the sale of such shares under the Securities Act rules and applicable state securities laws or (b) if requested by regulations as the Company, the delivery by Board or Committee deems applicable and, in the Director to the Company of a written opinion of legal counsel, who shall be satisfactory to counsel for the Company, addressed to the Company and satisfactory in form and substance to the Company’s counsel, to the effect that an applicable there is no exemption from the registration requirements of such laws, rules and regulations available for the Securities issuance and sale of such shares. The Company intends to register for issuance under the 1933 Act the shares of Stock acquirable upon exercise of this Option, and any applicable state securities laws to keep such registration effective throughout the period this Option is exercisable. In the absence of such effective registration or an available exemption from registration under the 1933 Act, issuance of shares of Stock acquirable upon exercise of this Option will be delayed until registration of such shares is effective or an exemption from registration under the 1933 Act is available. The Director also Company intends to use its reasonable efforts to ensure that no such delay will occur. In the event exemption from registration under the 1933 Act is available upon an exercise of this Option, Employee (or the person permitted to exercise this Option in the event of Employee’s death or incapacity), if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. Employee agrees that the Restricted Shares and Earned Shares issued under shares of Stock which Employee may acquire by exercising this Agreement Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws. In addition, the Director Employee also agrees that (ai) the certificates, if any, certificates representing the Restricted Shares and Earned Shares shares of Stock purchased under this Option may bear such legend or legends as the Board or Committee deems appropriate in order to reflect the Forfeiture Restrictions and to assure compliance with applicable securities laws, (bii) the Company may refuse to register the transfer of the Restricted Shares or Earned Shares shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would constitute a violation of the Forfeiture Restrictions or, in the opinion of counsel satisfactory to the Company, Company constitute a violation of any applicable securities law, and (ciii) the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Restricted Sharesshares of Stock purchased under this Option.

Status of Stock. The Director understands Employee agrees that at the time upon lapse of the execution of this Agreement the sale of the Restricted Shares has not been registered under the Securities Act or any state securities law and that the Company does not currently intend to effect any such registration. The Director agrees that the Restricted Shares and the Earned Shares when issued under this Agreement are being acquired for investment without a view to distributionForfeiture Restrictions, within the meaning of the Securities Act, and shall not be sold, transferred, assigned, pledged or hypothecated in the absence of (a) an effective registration statement for the sale of such shares under the Securities Act and applicable state securities laws or (b) if requested by the Company, the delivery by the Director to the Company of a written opinion of legal counsel, who shall be satisfactory to the Company, addressed to the Company and satisfactory in form and substance to the Company’s counsel, to the effect that an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws is available. The Director also agrees that the Restricted Shares and Earned Shares issued under this Agreement will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws. In addition, the Director The Employee also agrees that (a) the certificates, if any, representing the Restricted Shares and Earned Shares may shall bear such the following restrictive legend or legends as the Committee deems appropriate in order to reflect the Forfeiture Restrictions and to assure compliance with applicable securities laws, THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER UNITED STATES FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THE SECURITIES BE TRANSFERRED ON THE BOOKS OF THE COMPANY, WITHOUT REGISTRATION OF SUCH SECURITIES UNDER ALL APPLICABLE UNITED STATES FEDERAL AND STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM, SUCH COMPLIANCE, AT THE OPTION OF THE COMPANY, TO BE EVIDENCED BY AN OPINION OF STOCKHOLDER’S COUNSEL, IN A FORM ACCEPTABLE TO THE COMPANY, THAT NO VIOLATION OF SUCH REGISTRATION PROVISIONS WOULD RESULT FROM ANY PROPOSED TRANSFER OR ASSIGNMENT. The Employee further agrees that (bi) the Company may refuse to register the transfer of the Restricted Shares or Earned Shares on the stock transfer records of the Company if such proposed transfer would constitute a violation of the Forfeiture Restrictions orwould, in the opinion of counsel satisfactory to the Company, constitute a violation of any applicable securities law, and (cii) the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Restricted Shares.

Status of Stock. The Director Executive understands that at the time of the execution of this Agreement the sale shares of the Restricted Shares has Stock to be issued upon exercise of this Option have not been registered under the Securities Act Act, or any state securities law law, and that the Company does not currently intend to effect affect any such registration. The Director agrees that Until the Restricted Shares and shares of Stock acquirable upon the Earned Shares when issued exercise of the Option have been registered for issuance under this Agreement are being acquired for investment without a view to distribution, within the meaning of the Securities Act, and shall the Company will not be sold, transferred, assigned, pledged or hypothecated in the absence of (a) an effective registration statement for the sale of issue such shares under unless the Securities Act and applicable state securities laws or (b) if requested by holder of the Company, the delivery by the Director to Option provides the Company of with a written opinion of legal counsel, who shall be satisfactory to the Company, addressed to the Company and satisfactory in form and substance to the Company’s counsel, to the effect that the proposed issuance of such shares to such Option holder may be made without registration under the Securities Act. In the event exemption from registration under the Securities Act is available upon an exercise of this Option, Executive (or the person permitted to exercise this Option in the event of Executive’s death or incapacity), if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. Executive agrees that the shares of Stock which Executive may acquire by exercising this Option shall be acquired for investment without a view to distribution, within the meaning of the Securities Act, and shall not be sold, transferred, assigned, pledged or hypothecated in the absence of an effective registration statement for the shares under the Securities Act and applicable state securities laws or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws is availablelaws. The Director Executive also agrees that the Restricted Shares and Earned Shares issued under shares of Stock which Executive may acquire by exercising this Agreement Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws. In addition, the Director Executive agrees that (ai) the certificates, if any, certificates representing the Restricted Shares and Earned Shares shares of Stock purchased under this Option may bear such legend or legends as the Committee deems appropriate in order to reflect the Forfeiture Restrictions and to assure compliance with Xxxxxxxxx 0, Xxxxxxxxx 7, and applicable securities laws, (bii) the Company may refuse to register the transfer of the Restricted Shares or Earned Shares shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would constitute a violation of the Forfeiture Restrictions or, in the opinion of counsel satisfactory to the CompanyCompany constitute a violation of Xxxxxxxxx 0, of Xxxxxxxxx 7, or any applicable securities law, and (ciii) the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Restricted Sharesshares of Stock purchased under this Option.

Status of Stock. The Director understands that at Company shall not be required to issue any shares of Stock upon the time exercise of the execution option evidenced hereby if the issuance of this Agreement such shares of Stock would constitute or result in a violation by the sale Company, or by the Employee, of any provision of any applicable law, statute or regulation of any governmental authority. Upon the exercise of the Restricted Shares has option evidenced hereby, the Company shall not be required to issue any shares of Stock unless the Committee shall have received evidence satisfactory to it that the Employee will not transfer such shares of Stock until a registration statement with respect to such shares of Stock shall have become effective under the Securities Act of 1933 or until an opinion of counsel satisfactory to the Company shall have been received by the Company to the effect that such registration is not required. Any determination in the connection by the Committee shall be final, binding and conclusive. The Company may, but shall in no event be obligated to, register under the Securities Act of 1933, or register or otherwise qualify for sale under the securities laws of any state, the shares of Stock issuable upon the exercise of the option evidenced hereby. If any shares of Stock issuable upon the exercise of such option are not registered under the Securities Act of 1933, the Company may imprint on the certificates representing such shares of Stock the following legend or any other legend that counsel for the Company considers necessary or advisable to comply with the Securities Act of 1933: The shares of stock represented by this certificate have not been registered under the Securities Act of 1933 or under the securities laws of any state securities law and that the Company does not currently intend to effect any such registration. The Director agrees that the Restricted Shares and the Earned Shares when issued under this Agreement are being acquired for investment without a view to distribution, within the meaning of the Securities Act, and shall not be sold, transferred, assigned, pledged or hypothecated in the absence of (a) an effective registration statement for the sale of such shares under the Securities Act and applicable state securities laws or (b) if requested by the Company, the delivery by the Director to the Company of a written opinion of legal counsel, who shall be satisfactory to the Company, addressed to the Company and satisfactory in form and substance to the Company’s counsel, to the effect that an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws is available. The Director also agrees that the Restricted Shares and Earned Shares issued under this Agreement will may not be sold or otherwise disposed transferred except upon such registration or upon receipt by the Corporation of in any manner which would constitute a violation of any applicable federal or state securities laws. In addition, the Director agrees that (a) the certificates, if any, representing the Restricted Shares and Earned Shares may bear such legend or legends as the Committee deems appropriate in order to reflect the Forfeiture Restrictions and to assure compliance with applicable securities laws, (b) the Company may refuse to register the transfer of the Restricted Shares or Earned Shares on the stock transfer records of the Company if such proposed transfer would constitute a violation of the Forfeiture Restrictions or, in the an opinion of counsel satisfactory to the CompanyCorporation, of any applicable securities lawin form and substance satisfactory to the Corporation, and (c) the Company may give related instructions to its transfer agent, if any, to stop that registration of the transfer of the Restricted Sharesis not required for such sale or transfer.

Status of Stock. The Director understands that at the time of the execution of this Agreement the sale of the Restricted Shares has not been registered under the Securities Act or any state securities law and that the Company does not currently intend to effect any such registration. The Director agrees that the Restricted Shares and the Earned Shares when issued under this Agreement are being acquired for investment without a view to distribution, within the meaning upon lapse of the Securities Act, and shall not be sold, transferred, assigned, pledged or hypothecated in the absence of (a) an effective registration statement for the sale of such shares under the Securities Act and applicable state securities laws or (b) if requested by the CompanyForfeiture Restrictions, the delivery by the Director to the Company of a written opinion of legal counsel, who shall be satisfactory to the Company, addressed to the Company and satisfactory in form and substance to the Company’s counsel, to the effect that an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws is available. The Director also agrees that the Restricted Shares and Earned Shares issued under this Agreement will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws. In addition, the The Director also agrees that (a) the certificates, if any, representing the Restricted Shares and Earned Shares may shall bear such the following restrictive legend or legends as the Committee deems appropriate in order to reflect the Forfeiture Restrictions and to assure compliance with applicable securities laws, THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER UNITED STATES FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THE SECURITIES BE TRANSFERRED ON THE BOOKS OF THE COMPANY, WITHOUT REGISTRATION OF SUCH SECURITIES UNDER ALL APPLICABLE UNITED STATES FEDERAL AND STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM, SUCH COMPLIANCE, AT THE OPTION OF THE COMPANY, TO BE EVIDENCED BY AN OPINION OF STOCKHOLDER’S COUNSEL, IN A FORM ACCEPTABLE TO THE COMPANY, THAT NO VIOLATION OF SUCH REGISTRATION PROVISIONS WOULD RESULT FROM ANY PROPOSED TRANSFER OR ASSIGNMENT. The Director further agrees that (bi) the Company may refuse to register the transfer of the Restricted Shares or Earned Shares shares of the Company’s common stock issued under this Agreement on the stock transfer records of the Company if such proposed transfer would would, constitute a violation of the Forfeiture Restrictions orviolation, in the opinion of counsel satisfactory to the Company, of any applicable securities law, and (cii) the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Restricted Shares.

Status of Stock. The Director understands that at the time of the execution of this Agreement the sale of the Restricted Shares has not been registered Company intends to register for issuance under the Securities Act of 1933, as amended (the “Securities Act”) the shares of Stock acquirable upon exercise of this Option, and to keep such registration effective throughout the period this Option is exercisable. In the absence of such effective registration or any state securities law and an available exemption from registration under the Securities Act, issuance of shares of Stock acquirable upon exercise of this Option will be delayed until registration of such shares is effective or an exemption from registration under the Securities Act is available. The Company intends to use its reasonable efforts to ensure that no such delay will occur. In the event exemption from registration under the Securities Act is available upon an exercise of this Option, Director (or the person permitted to exercise this Option in the event of Director’s death or incapacity or a Permitted Transferee, as applicable), if requested by the Company does not currently intend to effect any do so, will execute and deliver to the Company in writing an agreement containing such registrationprovisions as the Company may require to assure compliance with applicable securities laws. The Director agrees that the Restricted Shares and the Earned Shares when issued under shares of Stock which Director may acquire by exercising this Agreement are being acquired for investment without a view to distribution, within the meaning of the Securities Act, and shall not be sold, transferred, assigned, pledged or hypothecated in the absence of (a) an effective registration statement for the sale of such shares under the Securities Act and applicable state securities laws or (b) if requested by the Company, the delivery by the Director to the Company of a written opinion of legal counsel, who shall be satisfactory to the Company, addressed to the Company and satisfactory in form and substance to the Company’s counsel, to the effect that an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws is available. The Director also agrees that the Restricted Shares and Earned Shares issued under this Agreement Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws. In addition, the Director also agrees that (ai) the certificates, if any, certificates representing the Restricted Shares and Earned Shares shares of Stock purchased under this Option may bear such legend or legends as the Committee deems appropriate in order to reflect the Forfeiture Restrictions and to assure compliance with applicable securities laws, (bii) the Company may refuse to register the transfer of the Restricted Shares or Earned Shares shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would constitute a violation of the Forfeiture Restrictions or, in the opinion of counsel satisfactory to the Company, Company constitute a violation of any applicable securities law, and (ciii) the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Restricted Sharesshares of Stock purchased under this Option.

Status of Stock. The Director understands that at the time of the execution of this Agreement the sale of the Restricted Shares has not been registered Company intends to register for issuance under the Securities Act or any state securities law and that of 1933, as amended (the Company does not currently intend to effect any such registration. The Director agrees that "Act") the Restricted Shares and the Earned Shares when issued under shares of Stock acquirable upon exercise of this Agreement are being acquired for investment without a view to distribution, within the meaning of the Securities ActOption, and shall not be sold, transferred, assigned, pledged or hypothecated in to keep such registration effective throughout the period this Option is exercisable. In the absence of (a) an such effective registration statement for or an available exemption from registration under the sale Act, issuance of shares of Stock acquirable upon exercise of this Option will be delayed until registration of such shares is effective or an exemption from registration under the Securities Act and applicable state securities laws is available. The Company intends to use its best efforts to ensure that no such delay will occur. In the event exemption from registration under the Act is available upon an exercise of this Option, Employee (or (b) the person permitted to exercise this Option in the event of Employee's death or incapacity), if requested by the CompanyCompany to do so, the delivery by the Director will execute and deliver to the Company of a written opinion of legal counsel, who shall be satisfactory to the Company, addressed to in writing an agreement containing such provisions as the Company and satisfactory in form and substance may require to the Company’s counsel, to the effect that an assure compliance with applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws is availablelaws. The Director also Employee agrees that the Restricted Shares and Earned Shares issued under shares of Stock which Employee may acquire by exercising this Agreement Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable securities laws, whether federal or state securities lawsstate. In addition, Employee also agrees (i) that the Director agrees that (a) the certificates, if any, certificates representing the Restricted Shares and Earned Shares shares of Stock purchased under this Option may bear such legend or legends as the Committee deems appropriate in order to reflect the Forfeiture Restrictions and to assure compliance with applicable securities laws, and (bii) that the Company may refuse to register the transfer of the Restricted Shares or Earned Shares shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would constitute a violation of the Forfeiture Restrictions or, in the opinion of counsel satisfactory to the Company, Company constitute a violation of any applicable securities law, laws and (ciii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Restricted Sharesshares of Stock purchased under this Option.

Status of Stock. The Director Employee understands that at the time of the execution of this Agreement the sale of the Restricted Shares has not been registered under the Securities Act or any state securities law and that the Company does not currently intend to effect any such registration. The Director Employee agrees that the Restricted Shares and the Earned Shares when issued under this Agreement are being acquired for investment without a view to distribution, within the meaning of the Securities Act, and shall not be sold, transferred, assigned, pledged or hypothecated in the absence of (a) an effective registration statement for the sale of such shares under the Securities Act and applicable state securities laws or (b) if requested by the Company, the delivery by the Director Employee to the Company of a written opinion of legal counsel, who shall be satisfactory to the Company, addressed to the Company and satisfactory in form and substance to the Company’s counsel, to the effect that an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws is available. The Director Employee also agrees that the Restricted Shares and Earned Shares issued under this Agreement will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws. In addition, the Director Employee agrees that (a) the certificates, if any, representing the Restricted Shares and Earned Shares may bear such legend or legends as the Committee deems appropriate in order to reflect the Forfeiture Restrictions and to assure compliance with the terms and provisions of this Agreement, the Stockholders Agreement and applicable securities laws, (b) the Company may refuse to register the transfer of the Restricted Shares or Earned Shares on the stock transfer records of the Company if such proposed transfer would constitute a violation of the Forfeiture Restrictions or the Stockholders Agreement or, in the opinion of counsel satisfactory to the Company, of any applicable securities law, and (c) the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Restricted Shares.

Status of Stock. The Director understands that at If required, the time of the execution of this Agreement the sale of the Restricted Shares has not been registered Company will register for issuance under the Securities Act or any state securities law and that of 1933, as amended (the Company does not currently intend “Act”), the shares of Stock acquired pursuant to effect any such registration. The Director agrees that the Restricted Shares and the Earned Shares when issued under this Agreement are being acquired for investment without a view and to distribution, within the meaning of the Securities Act, and shall not be sold, transferred, assigned, pledged or hypothecated in keep such registration effective. In the absence of (a) an such effective registration statement for or an available exemption from registration under the sale Act, issuance of shares of Stock acquired pursuant to this Agreement will be delayed until registration of such shares is effective or an exemption from registration under the Securities Act and applicable state securities laws is available. The Company intends to use its reasonable efforts to ensure that no such delay will occur. In the event exemption from registration under the Act is available, Participant (or (b) the person permitted to receive Participant’s shares in the event of Participant’s incapacity or death), if requested by the CompanyCompany to do so, the delivery by the Director will execute and deliver to the Company of a written opinion of legal counsel, who shall be satisfactory to the Company, addressed to in writing an agreement containing such provisions as the Company and satisfactory in form and substance to the Company’s counsel, to the effect that an may require assuring compliance with applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws is availablelaws. The Director also Company shall incur no liability to Participant for failure to register the Stock or maintain the registration. Participant agrees that the Restricted Shares and Earned Shares issued under shares of Stock, which Participant may acquire pursuant to this Agreement Agreement, will not be sold or otherwise disposed of in any manner which that would constitute a violation of any applicable securities laws, whether federal or state securities lawsstate. In addition, Participant also agrees (i) that the Director agrees that (a) the certificates, if any, certificates representing the Restricted Shares and Earned Shares such shares of Stock may bear such legend or legends as the Committee deems appropriate in order to reflect the Forfeiture Restrictions and to assure compliance with applicable securities laws, (bii) that the Company may refuse to register the transfer of the Restricted Shares or Earned Shares shares of Stock acquired pursuant to this Agreement on the stock transfer records of the Company if such proposed transfer would constitute a violation of the Forfeiture Restrictions or, in the opinion of counsel satisfactory to the Company, Company constitute a violation of any applicable securities law, law and (ciii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Restricted Sharessuch shares.

Status of Stock. The Director Employee understands that at the time of the execution of this Agreement the sale shares of the Restricted Shares has Stock to be issued upon exercise of this Option have not been registered under the Securities Act Act, or any state securities law law, and that the Company does not currently intend to effect any such registration. The Director Until the shares of Stock acquirable upon the exercise of the Option have been registered for issuance under the Securities Act, the Company will not issue such shares unless the holder of the Option provides the Company with a written opinion of legal counsel, who shall be satisfactory to the Company, addressed to the Company and satisfactory in form and substance to the Company's counsel, to the effect that the proposed issuance of such shares to such Option holder may be made without registration under the Securities Act. In the event exemption from registration under the Securities Act is available upon an exercise of this Option, Employee (or the person permitted to exercise this Option in the event of Employee's death or incapacity), if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. Employee agrees that the Restricted Shares and the Earned Shares when issued under shares of Stock which Employee may acquire by exercising this Agreement are being Option shall be acquired for investment without a view to distribution, within the meaning of the Securities Act, and shall not be sold, transferred, assigned, pledged or hypothecated in the absence of (a) an effective registration statement for the sale of such shares under the Securities Act and applicable state securities laws or (b) if requested by the Company, the delivery by the Director to the Company of a written opinion of legal counsel, who shall be satisfactory to the Company, addressed to the Company and satisfactory in form and substance to the Company’s counsel, to the effect that an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws is availablelaws. The Director Employee also agrees that the Restricted Shares and Earned Shares issued under shares of Stock which Employee may acquire by exercising this Agreement Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws. In addition, the Director Employee agrees that (ai) the certificates, if any, certificates representing the Restricted Shares and Earned Shares shares of Stock purchased under this Option may bear such legend or legends as the Committee deems appropriate in order to reflect the Forfeiture Restrictions and to assure compliance with Paragraph 6, Paragraph 7, and applicable securities laws, (bii) the Company may refuse to register Cxxxxxx xxx xxxxxx xx xegister the transfer of the Restricted Shares or Earned Shares shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would constitute a violation of the Forfeiture Restrictions or, in the opinion of counsel satisfactory to the CompanyCompany constitute a violation of Paragraph 6, of Paragraph 7, or any applicable securities law, and (ciii) the Company may give xxx Xxxxxxx xxx xxxx related instructions to its transfer agent, if any, to stop registration of the transfer of the Restricted Sharesshares of Stock purchased under this Option.

Status of Stock. The Director understands that at the time of the execution of this Agreement the sale of the Restricted Shares has not been registered Company intends to register for issuance under the Securities Act or any state securities law of 1933, as amended (the “Act”), the shares of Stock acquirable upon exercise of this Option and to keep such registration effective throughout the period that the Company does not currently intend to effect any such registrationthis Option is exercisable. The Director agrees that the Restricted Shares and the Earned Shares when issued under this Agreement are being acquired for investment without a view to distribution, within the meaning of the Securities Act, and shall not be sold, transferred, assigned, pledged or hypothecated in In the absence of (a) an such effective registration statement for or an available exemption from registration under the sale Act, issuance of shares of Stock acquirable upon exercise of the Option will be delayed until registration of such shares is effective or an exemption from registration under the Securities Act and applicable state securities laws is available. The Company intends to use its reasonable efforts to ensure that no such delay will occur. In the event exemption from registration under the Act is available upon an exercise of this Option, Participant (or (b) the person permitted to exercise this Option in the event of Participant’s incapacity or death), if requested by the CompanyCompany to do so, the delivery by the Director will execute and deliver to the Company of a written opinion of legal counsel, who shall be satisfactory to the Company, addressed to in writing an agreement containing such provisions as the Company and satisfactory in form and substance to the Company’s counsel, to the effect that an may require assuring compliance with applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws is availablelaws. The Director also Company shall incur no liability to Participant for failure to register the Stock or maintain the registration. Participant agrees that the Restricted Shares and Earned Shares issued under shares of Stock, which Participant may acquire by exercising this Agreement Option, will not be sold or otherwise disposed of in any manner which that would constitute a violation of any applicable securities laws, whether federal or state securities lawsstate. In addition, Participant also agrees (i) that the Director agrees that (a) the certificates, if any, certificates representing the Restricted Shares and Earned Shares shares of Stock purchased under this Option may bear such legend or legends as the Committee deems appropriate in order to reflect the Forfeiture Restrictions and to assure compliance with applicable securities laws, (bii) that the Company may refuse to register the transfer of the Restricted Shares or Earned Shares shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would constitute a violation of the Forfeiture Restrictions or, in the opinion of counsel satisfactory to the Company, Company constitute a violation of any applicable securities law, law and (ciii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Restricted Sharesshares of Stock purchased under this Option.

Status of Stock. The Director Employee understands that at the time of the execution of this Agreement the sale shares of the Restricted Shares has Stock to be issued upon exercise of this Option have not been registered under the Securities Act Act, or any state securities law law, and that the Company does not currently intend to effect any such registration. The Director agrees that Until the Restricted Shares and shares of Stock acquirable upon the Earned Shares when issued exercise of the Option have been registered for issuance under this Agreement are being acquired for investment without a view to distribution, within the meaning of the Securities Act, and shall the Company will not be sold, transferred, assigned, pledged or hypothecated in the absence of (a) an effective registration statement for the sale of issue such shares under unless the Securities Act and applicable state securities laws or (b) if requested by holder of the Company, the delivery by the Director to Option provides the Company of with a written opinion of legal counsel, who shall be satisfactory to the Company, addressed to the Company and satisfactory in form and substance to the Company’s counsel, to the effect that the proposed issuance of such shares to such Option holder may be made without registration under the Securities Act. In the event exemption from registration under the Securities Act is available upon an exercise of this Option, Employee (or the person permitted to exercise this Option in the event of Employee’s death or incapacity), if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. Employee agrees that the shares of Stock which Employee may acquire by exercising this Option shall be acquired for investment without a view to distribution, within the meaning of the Securities Act, and shall not be sold, transferred, assigned, pledged or hypothecated in the absence of an effective registration statement for the shares under the Securities Act and applicable state securities laws or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws is availablelaws. The Director Employee also agrees that the Restricted Shares and Earned Shares issued under shares of Stock which Employee may acquire by exercising this Agreement Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws. In addition, the Director Employee agrees that (ai) the certificates, if any, certificates representing the Restricted Shares and Earned Shares shares of Stock purchased under this Option may bear such legend or legends as the Committee deems appropriate in order to reflect the Forfeiture Restrictions and to assure compliance with Xxxxxxxxx 0, Xxxxxxxxx 7, and applicable securities laws, (bii) the Company may refuse to register the transfer of the Restricted Shares or Earned Shares shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would constitute a violation of the Forfeiture Restrictions or, in the opinion of counsel satisfactory to the CompanyCompany constitute a violation of Xxxxxxxxx 0, of Xxxxxxxxx 7, or any applicable securities law, and (ciii) the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Restricted Sharesshares of Stock purchased under this Option.

Status of Stock. The Director understands that at Until the time shares of Stock acquirable upon the exercise of the execution of this Agreement the sale of the Restricted Shares has not Option have been registered for issuance under the Securities Act or any state securities law and that of 1933, as amended (the “Act”), the Company does will not currently intend to effect any such registration. The Director agrees that the Restricted Shares and the Earned Shares when issued under this Agreement are being acquired for investment without a view to distribution, within the meaning of the Securities Act, and shall not be sold, transferred, assigned, pledged or hypothecated in the absence of (a) an effective registration statement for the sale of issue such shares under unless the Securities Act and applicable state securities laws or (b) if requested by the Company, the delivery by the Director to Optionee provides the Company of with a written opinion of legal counsel, who shall be satisfactory to the Company, addressed to the Company and satisfactory in form and substance to the Company’s counsel, to the effect that the proposed issuance of such shares to the holder of the Option may be made without registration under the Act. If exemption from registration under the Act is available upon an exercise of the Option, Optionee (or the person permitted to exercise this option in the event of Optionee’s death or incapacity), if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. Unless the offering, sale and delivery of shares of Stock acquirable upon exercise of the Option have been registered and continue to do so at the date of exercise hereof under the Act, Optionee agrees that the shares of Stock which Optionee acquires by exercising the Option shall be acquired for investment without a view to distribution, within the meaning of the Act, and shall not be sold, transferred, assigned, pledged or hypothecated in the absence of an effective registration statement for the shares under the Act and applicable state securities laws or an applicable exemption from the registration requirements of the Securities Act act and any applicable state securities laws is availablelaws. The Director Optionee also agrees that the Restricted Shares and Earned Shares issued under this Agreement shares of Stock which Optionee may acquire by exercising the Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws. In addition, the Director agrees that (a) the certificates, if any, representing the Restricted Shares and Earned Shares may bear such legend or legends as the Committee deems appropriate in order to reflect the Forfeiture Restrictions and to assure compliance with other applicable securities laws, (b) whether federal or state. Optionee further agrees that the Company may refuse Option granted herein shall be subject to register the transfer requirement that, if at any time the Board shall determine, in its discretion, that the listing, registration or qualification of the Restricted Shares shares subject to such Option upon any securities exchange or Earned Shares on under any state or federal law, or the stock transfer records consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the Company if issue or purchase or issuance of shares hereunder, such proposed transfer would constitute a violation Option may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of the Forfeiture Restrictions or, in the opinion of counsel satisfactory any conditions not reasonably accepted to the Company, of any applicable securities law, and (c) the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Restricted SharesBoard.

Status of Stock. The Director understands that at the time of the execution of this Agreement the sale of the Restricted Shares has not been registered Company intends to register for issuance under the Securities Act or any state securities law and that of 1933, as amended (the Company does not currently intend to effect any such registration. The Director agrees that "Act"), the Restricted Shares and the Earned Shares when issued under shares of Stock acquirable upon exercise of this Agreement are being acquired for investment without a view to distribution, within the meaning of the Securities ActOption, and shall not be sold, transferred, assigned, pledged or hypothecated in to keep such registration effective throughout the period this Option is exercisable. In the absence of (a) an such effective registration statement for or an available exemption from registration under the sale Act, issuance of shares of Stock acquirable upon exercise of this Option will be delayed until registration of such shares is effective or an exemption from registration under the Securities Act and applicable state securities laws is available. The Company intends to use its reasonable efforts to ensure that no delay will occur. In the event exemption from registration under the Act is available upon an exercise of this Option, Employee (or (b) the person permitted to exercise this Option in the event of Employee's death or incapacity), if requested by the CompanyCompany to do so, the delivery by the Director will execute and deliver to the Company of a written opinion of legal counsel, who shall be satisfactory to the Company, addressed to in writing an agreement containing such provisions as the Company and satisfactory in form and substance may require to the Company’s counsel, to the effect that an assure compliance with applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws is availablelaws. The Director also Employee agrees that the Restricted Shares and Earned Shares issued under shares of Stock which Employee may acquire by exercising this Agreement Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable securities laws, whether federal or state securities lawsstate, or the Company's Code of Conduct. In addition, the Director Employee also agrees that (a) the certificates, if any, certificates representing the Restricted Shares and Earned Shares shares of Stock purchased under this Option may bear such legend or legends as the Committee deems appropriate in order to reflect the Forfeiture Restrictions and to assure compliance with applicable securities laws, (b) the Company may refuse to register the transfer of the Restricted Shares or Earned Shares shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would constitute a violation of the Forfeiture Restrictions or, in the opinion of counsel satisfactory to the Company, Company constitute a violation of any applicable securities lawlaws, and (c) the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Restricted Sharesshares of Stock purchased under this Option.

Status of Stock. The Director understands that Company shall not be obligated to issue any shares of Stock pursuant to any Option at any time, when the time offering of the execution shares of this Agreement the sale of the Restricted Shares Stock covered by such Option has not been registered under the U.S. Securities Act of 1933, as amended (the “Act”) and such other country, federal or any state securities law and that laws, rules or regulations as the Company does not currently intend to effect any such deems applicable and, in the opinion of legal counsel for the Company, there is no exemption from the registration. The Director agrees Company intends to use its best efforts to ensure that no such delay will occur. In the Restricted Shares and event exemption from registration under the Earned Shares when issued under Act is available upon an exercise of this Agreement are being acquired for investment without a view Option, Employee (or the person permitted to distribution, within the meaning of the Securities Act, and shall not be sold, transferred, assigned, pledged or hypothecated exercise this Option in the absence event of (a) an effective registration statement for the sale of such shares under the Securities Act and applicable state securities laws Employee’s death or (b) incapacity), if requested by the CompanyCompany to do so, the delivery by the Director will execute and deliver to the Company of a written opinion of legal counsel, who shall be satisfactory to the Company, addressed to in writing an agreement containing such provisions as the Company and satisfactory in form and substance may require to the Company’s counselensure compliance with applicable U.S., to the effect that an applicable exemption from the registration requirements of the Securities Act and any applicable state state, local or foreign securities laws is availablelaws. The Director also Employee agrees that the Restricted Shares and Earned Shares issued under shares of Stock which Employee may acquire by exercising this Agreement Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws, whether federal, state, local or foreign. In addition, Employee also agrees (i) that the Director agrees that (a) the certificates, if any, certificates representing the Restricted Shares and Earned Shares shares of Stock purchased under this Option may bear such legend or legends as the Committee Company deems appropriate in order to reflect the Forfeiture Restrictions and to assure ensure compliance with applicable securities laws, (bii) that the Company may refuse to register the transfer of the Restricted Shares or Earned Shares shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would constitute a violation of the Forfeiture Restrictions or, in the opinion of counsel satisfactory to the Company, Company constitute a violation of any applicable securities law, law and (ciii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Restricted SharesStock purchased under this Option.

Status of Stock. The Director understands that at the time of the execution of this Agreement the sale of the Restricted Shares has not been registered Company plans to file a Form S-8 Registration Statement under the Securities Act or any state securities law of 1933, as amended (the "ACT") and that include the shares of Stock acquirable upon exercise of this Option, and the Company does not currently intend intends to effect any keep such registrationregistration effective throughout the period this Option is exercisable. The Director agrees that the Restricted Shares and the Earned Shares when issued under this Agreement are being acquired for investment without a view to distribution, within the meaning of the Securities Act, and shall not be sold, transferred, assigned, pledged or hypothecated in In the absence of (a) an such effective registration statement for the sale of such shares or an available exemption from registration under the Securities Act, issuance of shares of Stock acquirable upon exercise of this Option will be delayed until a registration statement is made effective or an exemption from registration under the Act and applicable state securities laws is available. The Company intends to use its best efforts to ensure that no such delay will occur. In the event exemption from registration under the Act is available upon an exercise of this Option, Employee (or (b) the person permitted to exercise this Option in the event of Employee's death or incapacity), if requested by the CompanyCompany to do so, the delivery by the Director will execute and deliver to the Company of a written opinion of legal counsel, who shall be satisfactory to the Company, addressed to in writing an agreement containing such provisions as the Company and satisfactory in form and substance may require to the Company’s counsel, to the effect that an assure compliance with applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws is availablelaws. The Director also Employee agrees that the Restricted Shares and Earned Shares issued under shares of Stock which Employee may acquire by exercising this Agreement Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable securities laws, whether federal or state securities lawsstate. In addition, Employee also agrees (i) that the Director agrees that (a) the certificates, if any, certificates representing the Restricted Shares and Earned Shares shares of Stock purchased under this Option may bear such legend or legends as the Committee deems appropriate in order to reflect the Forfeiture Restrictions and to assure compliance with applicable securities laws, and (bii) that the Company may refuse to register the transfer of the Restricted Shares or Earned Shares shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would constitute a violation of the Forfeiture Restrictions or, in the opinion of counsel satisfactory to the Company, Company constitute a violation of any applicable securities law, laws and (ciii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Restricted Sharesshares of Stock purchased under this Option.

Status of Stock. The Director understands that at the time of the execution Following approval of this Agreement by the sale stockholders of the Restricted Shares has not been registered Company, the Company intents to register for issuance under the Securities Act or any state securities law and that of 1933, as amended (the Company does not currently intend to effect any such registration. The Director agrees that "Act") the Restricted Shares and the Earned Shares when issued under shares of Stock acquirable upon exercise of this Agreement are being acquired for investment without a view to distribution, within the meaning of the Securities ActOption, and shall not be sold, transferred, assigned, pledged or hypothecated in to keep such registration effective throughout the period this Option is exercisable. In the absence of (a) an such effective registration statement for or an available exemption from registration under the sale Act, issuance of shares of Stock acquirable upon exercise of this Option will be delayed until registration of such shares is effective or an exemption from registration under the Securities Act and applicable state securities laws is available. In the event exemption from registration under the Act is available upon an exercise of this Option, Employee (or (b) the person permitted to exercise this Option in the event of Employee's death or incapacity), if requested by the CompanyCompany to do so, the delivery by the Director will execute and deliver to the Company of a written opinion of legal counsel, who shall be satisfactory to the Company, addressed to in writing an agreement containing such provisions as the Company and satisfactory in form and substance may require to the Company’s counsel, to the effect that an assure compliance with applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws is availablelaws. The Director also Employee agrees that the Restricted Shares and Earned Shares issued under shares of Stock which Employee may acquire by exercising this Agreement Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable securities law, whether federal or state securities lawsstate. In addition, Employee also agrees (i) that the Director agrees that (a) the certificates, if any, certificates representing the Restricted Shares and Earned Shares shares of Stock purchased under this Option may bear such legend or legends as the Committee Company deems appropriate in order to reflect the Forfeiture Restrictions and to assure compliance with applicable securities laws, and (bii) that the Company may refuse to register the transfer of the Restricted Shares or Earned Shares shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would constitute a violation of the Forfeiture Restrictions or, in the opinion of counsel satisfactory to the Company, Company constitute a violation of any applicable securities law, laws and (ciii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Restricted Sharesshares of Stock purchased under this Option.

Status of Stock. The Director understands that at the time of the execution of this Agreement the sale of the Restricted Shares has not been registered under the Securities Act or any state securities law and that the Company does not currently intend to effect any such registration. The Director agrees that the Restricted Shares and the Earned Shares when issued under this Agreement are being acquired for investment without a view to distribution, within the meaning of the Securities Act, and shall not be sold, transferred, assigned, pledged or hypothecated in the Exhibit 10.1 absence of (a) an effective registration statement for the sale of such shares under the Securities Act and applicable state securities laws or (b) if requested by the Company, the delivery by the Director to the Company of a written opinion of legal counsel, who shall be satisfactory to the Company, addressed to the Company and satisfactory in form and substance to the Company’s counsel, to the effect that an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws is available. The Director also agrees that the Restricted Shares and Earned Shares issued under this Agreement will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws. In addition, the Director agrees that (a) the certificates, if any, representing the Restricted Shares and Earned Shares may bear such legend or legends as the Committee deems appropriate in order to reflect the Forfeiture Restrictions and to assure compliance with applicable securities laws, (b) the Company may refuse to register the transfer of the Restricted Shares or Earned Shares on the stock transfer records of the Company if such proposed transfer would constitute a violation of the Forfeiture Restrictions or, in the opinion of counsel satisfactory to the Company, of any applicable securities law, and (c) the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Restricted Shares.

Status of Stock. The Director Employee understands that at the time of the execution of this Agreement the sale of the Restricted Shares has not been registered under the Securities Act or any state securities law and that the Company does not currently intend to effect any such registration. The Director Employee agrees that the Restricted Shares and the Earned Shares when issued under this Agreement are being acquired for investment without a view to distribution, within the meaning of the Securities Act, and shall not be sold, transferred, assigned, pledged or hypothecated in the absence of (a) an effective registration statement for the sale of such shares under the Securities Act and applicable state securities laws or (b) if requested by the Company, the delivery by the Director Employee to the Company of a written opinion of legal counsel, who shall be satisfactory to the Company, addressed to the Company and satisfactory in form and substance to the Company’s counsel, to the effect that an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws is available. The Director Employee also agrees that the Restricted Shares and Earned Shares issued under this Agreement will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws. HOU01:1231437.3 -3- In addition, the Director Employee agrees that (a) the certificates, if any, representing the Restricted Shares and Earned Shares may bear such legend or legends as the Committee deems appropriate in order to reflect the Forfeiture Restrictions and to assure compliance with the terms and provisions of this Agreement and applicable securities laws, (b) the Company may refuse to register the transfer of the Restricted Shares or Earned Shares on the stock transfer records of the Company if such proposed transfer would constitute a violation of the Forfeiture Restrictions or, in the opinion of counsel satisfactory to the Company, of any applicable securities law, and (c) the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Restricted Shares.

Status of Stock. The Director understands that at the time of the execution of this Agreement the sale of the Restricted Shares has not been registered under the Securities Act or any state securities law and that the Company does not currently intend to effect any such registration. The Director Employee agrees that the Restricted Shares and the Earned Shares when issued under this Agreement are being acquired for investment without a view to distribution, within the meaning of the Securities Act, and shall not be sold, transferred, assigned, pledged or hypothecated in the absence of (a) an effective registration statement for the sale of such shares under the Securities Act and applicable state securities laws or (b) if requested by the Company, the delivery by the Director to the Company of a written opinion of legal counsel, who shall be satisfactory to the Company, addressed to the Company and satisfactory in form and substance to the Company’s counsel, to the effect that an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws is available. The Director also agrees that the Restricted Shares and Earned Stock Shares issued under this Agreement will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws. In addition, the Director The Employee also agrees that (a) the certificates, if any, representing the Restricted Stock Shares and Earned Shares may shall bear such legend or the following restrictive legends as the Committee deems appropriate in order to reflect the Forfeiture Restrictions and to assure compliance with applicable securities laws, THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER UNITED STATES FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THE SECURITIES BE TRANSFERRED ON THE BOOKS OF THE COMPANY, WITHOUT REGISTRATION OF SUCH SECURITIES UNDER ALL APPLICABLE UNITED STATES FEDERAL AND STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM, SUCH COMPLIANCE, AT THE OPTION OF THE COMPANY, TO BE EVIDENCED BY AN OPINION OF STOCKHOLDER’S COUNSEL, IN A FORM ACCEPTABLE TO THE COMPANY, THAT NO VIOLATION OF SUCH REGISTRATION PROVISIONS WOULD RESULT FROM ANY PROPOSED TRANSFER OR ASSIGNMENT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO FORFEITURE AND TRANSFER RESTRICTION PROVISIONS AS CONTAINED IN A RESTRICTED STOCK AGREEMENT BY AND BETWEEN THE COMPANY AND [ ] DATED [ ]. The Employee further agrees that (bi) the Company may refuse to register the transfer of the Restricted Shares or Earned Stock Shares on the stock transfer records of the Company if such proposed transfer would constitute a violation of the Forfeiture Restrictions or, in the opinion of counsel satisfactory to the Company, of any applicable securities law, and (cii) the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Restricted Stock Shares.

Status of Stock. The Director understands that at If required, the time of the execution of this Agreement the sale of the Restricted Shares has not been registered Company will register for issuance under the Securities Act or any state securities law and that of 1933, as amended (the Company does not currently intend “Act”), the shares of Stock acquired pursuant to effect any such registration. The Director agrees that the Restricted Shares and the Earned Shares when issued under this Agreement are being acquired for investment without a view and to distribution, within the meaning of the Securities Act, and shall not be sold, transferred, assigned, pledged or hypothecated in keep such registration effective. In the absence of (a) an such effective registration statement for or an available exemption from registration under the sale Act, issuance of shares of Stock acquired pursuant to this Agreement will be delayed until registration of such shares is effective or an exemption from registration under the Securities Act and applicable state securities laws is available. The Company intends to use its reasonable efforts to ensure that no such delay will occur. In the event exemption from registration under the Act is available, the Participant (or (b) the person permitted to receive the Participant’s shares in the event of the Participant’s incapacity or death), if requested by the CompanyCompany to do so, the delivery by the Director will execute and deliver to the Company of a written opinion of legal counsel, who in writing an agreement containing such provisions as the Company may require assuring compliance with applicable securities laws. The Company shall be satisfactory incur no liability to the Company, addressed Participant for failure to register the Company and satisfactory in form and substance to Stock or maintain the Company’s counsel, to the effect that an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws is availableregistration. The Director also Participant agrees that the Restricted Shares and Earned Shares issued under shares of Stock, which the Participant may acquire pursuant to this Agreement Agreement, will not be sold or otherwise disposed of in any manner which that would constitute a violation of any applicable securities laws, whether federal or state securities lawsstate. In addition, The Participant also agrees (i) that the Director agrees that (a) the certificates, if any, certificates representing the Restricted Shares and Earned Shares such shares of Stock may bear such legend or legends as the Committee deems appropriate in order to reflect the Forfeiture Restrictions and to assure compliance with applicable securities laws, (bii) that the Company may refuse to register the transfer of the Restricted Shares or Earned Shares shares of Stock acquired pursuant to this Agreement on the stock transfer records of the Company if such proposed transfer would constitute a violation of the Forfeiture Restrictions or, in the opinion of counsel satisfactory to the Company, Company constitute a violation of any applicable securities law, law and (ciii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Restricted Sharessuch shares.

Status of Stock. The Director understands that Company shall not be obligated to issue any shares of Stock pursuant to any Option at any time, when the time offering of the execution shares of this Agreement the sale of the Restricted Shares Stock covered by such Option has not been registered under the U.S. Securities Act of 1933, as amended (the “Act”) and such other country, federal or any state securities law and that laws, rules or regulations as the Company does not currently intend to effect any such deems applicable and, in the opinion of legal counsel for the Company, there is no exemption from the registration. The Director agrees Company intends to use its best efforts to ensure that no such delay will occur. In the Restricted Shares and event exemption from registration under the Earned Shares when issued under Act is available upon an exercise of this Agreement are being acquired for investment without a view Option, Employee (or the person permitted to distribution, within the meaning of the Securities Act, and shall not be sold, transferred, assigned, pledged or hypothecated exercise this Option in the absence event of (a) an effective registration statement for the sale of such shares under the Securities Act and applicable state securities laws Employee’s death or (b) incapacity), if requested by the CompanyCompany to do so, the delivery by the Director will execute and deliver to the Company of a written opinion of legal counsel, who shall be satisfactory to the Company, addressed to in writing an agreement containing such provisions as the Company and satisfactory in form and substance may require to the Company’s counselensure compliance with applicable U.S., to the effect that an applicable exemption from the registration requirements of the Securities Act and any applicable state state, local or foreign securities laws is availablelaws. The Director also Employee agrees that the Restricted Shares and Earned Shares issued under shares of Stock which Employee may acquire by exercising this Agreement Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws, whether federal, state, local or foreign. In addition, Employee also agrees (i) that the Director agrees that (a) the certificates, if any, certificates representing the Restricted Shares and Earned Shares shares of Stock purchased under this Option may bear such legend or legends as the Committee Company deems appropriate in order to reflect the Forfeiture Restrictions and to assure ensure compliance with applicable securities laws, (bii) that the Company may refuse to register the transfer of the Restricted Shares or Earned Shares shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would constitute a violation of the Forfeiture Restrictions or, in the opinion of counsel satisfactory to the Company, Company constitute a violation of any applicable securities law, law and (ciii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Restricted Shares.Stock purchased under this Option. US/INTERNATIONAL EMPLOYEE

Status of Stock. The Director understands that at Company intends to register for issuance under the time United States Securities Act of 1933, as amended (the execution "Act") the shares of Stock acquirable upon exercise of this Agreement the sale of the Restricted Shares has not been registered under the Securities Act or any state securities law and that the Company does not currently intend to effect any such registration. The Director agrees that the Restricted Shares and the Earned Shares when issued under this Agreement are being acquired for investment without a view to distribution, within the meaning of the Securities ActOption, and shall not be sold, transferred, assigned, pledged or hypothecated in to keep such registration effective throughout the period this Option is exercisable. In the absence of (a) an such effective registration statement for or an available exemption from registration under the sale Act, issuance of shares of Stock acquirable upon exercise of this Option will be delayed until registration of such shares is effective or an exemption from registration under the Securities Act and applicable state securities laws is available. The Company intends to use its reasonable efforts to ensure that no such delay will occur. In the event exemption from registration under the Act is available upon an exercise of this Option, Employee (or (b) the person permitted to exercise this Option in the event of Employee's death or incapacity), if requested by the CompanyCompany to do so, the delivery by the Director will execute and deliver to the Company of a written opinion of legal counsel, who shall be satisfactory to the Company, addressed to in writing an agreement containing such provisions as the Company and satisfactory in form and substance may require to the Company’s counsel, to the effect that an assure compliance with applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws is availablelaws. The Director also Employee agrees that the Restricted Shares and Earned Shares issued under shares of Stock which Employee may acquire by exercising this Agreement Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal U.S. or state Canadian federal, state, or provincial securities laws. In addition, the Director Employee also agrees that (ai) the certificates, if any, certificates representing the Restricted Shares and Earned Shares shares of Stock purchased under this Option may bear such legend or legends as the Committee Committee, in its sole discretion, deems appropriate in order to reflect comply with the Forfeiture Restrictions terms and to assure compliance with provisions of this Agreement and applicable securities lawslaws and stock exchange rules, (bii) the Company may refuse to register the transfer of the Restricted Shares or Earned Shares shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would constitute a violation of the Forfeiture Restrictions orwould, in the opinion of counsel satisfactory to the Company, constitute a violation of any applicable securities law, and (ciii) the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Restricted Sharesshares of Stock purchased under this Option.

Status of Stock. The Director understands that at the time of the execution of this Agreement the sale of the Restricted Shares has not been registered Company intends to register for issuance under the Securities Act or any state securities law and that of 1933, as amended (the Company does not currently intend to effect any such registration. The Director agrees that "Act"), the Restricted Shares and the Earned Shares when issued under shares of Stock acquirable upon exercise of this Agreement are being acquired for investment without a view to distribution, within the meaning of the Securities ActOption, and shall not be sold, transferred, assigned, pledged or hypothecated in to keep such registration effective throughout the period this Option is exercisable. In the absence of (a) an such effective registration statement for or an available exemption from registration under the sale Act, issuance of shares of Stock acquirable upon exercise of this Option will be delayed until registration of such shares is effective or an exemption from registration under the Securities Act and applicable state securities laws is available. The Company intends to use its reasonable efforts to ensure that no such delay will occur. In the event exemption from registration under the Act is available upon an exercise of this Option, Employee (or (b) the person permitted to exercise this Option in the event of Employee's death), if requested by the CompanyCompany to do so, the delivery by the Director will execute and deliver to the Company of a written opinion of legal counsel, who shall be satisfactory to the Company, addressed to in writing an agreement containing such provisions as the Company and satisfactory in form and substance may require to the Company’s counsel, to the effect that an assure compliance with applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws is availablelaws. The Director also Employee agrees that the Restricted Shares and Earned Shares issued under shares of Stock which Employee may acquire by exercising this Agreement Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal federal, state, or state foreign securities laws. In addition, the Director Employee also agrees that (a) the certificates, if any, certificates representing the Restricted Shares and Earned Shares shares of Stock purchased under this Option may bear such legend or legends as the Committee Company deems appropriate in order to reflect the Forfeiture Restrictions and to assure compliance with applicable securities laws, (b) the Company may refuse to register the transfer of the Restricted Shares or Earned Shares shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would constitute a violation of the Forfeiture Restrictions or, in the opinion of counsel satisfactory to the Company, Company constitute a violation of any applicable securities law, and (c) the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Restricted Sharesshares of Stock purchased under this Option.

Status of Stock. The Director understands that at the time of the execution of this Agreement the sale of the Restricted Shares has not been registered under the Securities Act or any state securities law and that the Company does not currently intend to effect any such registration. The Director agrees that the Restricted Shares and the Earned Shares when issued under this Agreement are being acquired for investment without a view to distribution, within the meaning of the Securities Act, and shall not be sold, transferred, assigned, pledged or hypothecated in the Exhibit 10.2 absence of (a) an effective registration statement for the sale of such shares under the Securities Act and applicable state securities laws or (b) if requested by the Company, the delivery by the Director to the Company of a written opinion of legal counsel, who shall be satisfactory to the Company, addressed to the Company and satisfactory in form and substance to the Company’s counsel, to the effect that an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws is available. The Director also agrees that the Restricted Shares and Earned Shares issued under this Agreement will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws. In addition, the Director agrees that (a) the certificates, if any, representing the Restricted Shares and Earned Shares may bear such legend or legends as the Committee deems appropriate in order to reflect the Forfeiture Restrictions and to assure compliance with applicable securities laws, (b) the Company may refuse to register the transfer of the Restricted Shares or Earned Shares on the stock transfer records of the Company if such proposed transfer would constitute a violation of the Forfeiture Restrictions or, in the opinion of counsel satisfactory to the Company, of any applicable securities law, and (c) the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Restricted Shares.

Status of Stock. The Director understands that at Company intends to register for issuance under the time United States Securities Act of 1933, as amended (the execution “Act”) the shares of Stock acquirable upon exercise of this Agreement the sale of the Restricted Shares has not been registered under the Securities Act or any state securities law and that the Company does not currently intend to effect any such registration. The Director agrees that the Restricted Shares and the Earned Shares when issued under this Agreement are being acquired for investment without a view to distribution, within the meaning of the Securities ActOption, and shall not be sold, transferred, assigned, pledged or hypothecated in to keep such registration effective throughout the period this Option is exercisable. In the absence of (a) an such effective registration statement for or an available exemption from registration under the sale Act, issuance of shares of Stock acquirable upon exercise of this Option will be delayed until registration of such shares is effective or an exemption from registration under the Securities Act and applicable state securities laws is available. The Company intends to use its reasonable efforts to ensure that no such delay will occur. In the event exemption from registration under the Act is available upon an exercise of this Option, Employee (or (b) the person permitted to exercise this Option in the event of Employee’s death or incapacity), if requested by the CompanyCompany to do so, the delivery by the Director will execute and deliver to the Company of a written opinion of legal counsel, who shall be satisfactory to the Company, addressed to in writing an agreement containing such provisions as the Company and satisfactory in form and substance may require to the Company’s counsel, to the effect that an assure compliance with applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws is availablelaws. The Director also Employee agrees that the Restricted Shares and Earned Shares issued under shares of Stock which Employee may acquire by exercising this Agreement Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal U.S. or state Canadian federal, state, or provincial securities laws. In addition, the Director Employee also agrees that (ai) the certificates, if any, certificates representing the Restricted Shares and Earned Shares shares of Stock purchased under this Option may bear such legend or legends as the Committee Committee, in its sole discretion, deems appropriate in order to reflect comply with the Forfeiture Restrictions terms and to assure compliance with provisions of this Agreement and applicable securities lawslaws and stock exchange rules, (bii) the Company may refuse to register the transfer of the Restricted Shares or Earned Shares shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would constitute a violation of the Forfeiture Restrictions orwould, in the opinion of counsel satisfactory to the Company, constitute a violation of any applicable securities law, and (ciii) the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Restricted Sharesshares of Stock purchased under this Option.

Status of Stock. The Director understands that at Until the time shares of Stock acquirable upon the exercise of the execution of this Agreement the sale of the Restricted Shares has not Option have been registered for issuance under the Securities Act or any state securities law and that of 1933 (the "Act"), the Company does will not currently intend to effect any issue such registration. The Director agrees that shares unless the Restricted Shares and the Earned Shares when issued under this Agreement are being acquired for investment without a view to distribution, within the meaning holder of the Securities Act, and shall not be sold, transferred, assigned, pledged or hypothecated in the absence of (a) an effective registration statement for the sale of such shares under the Securities Act and applicable state securities laws or (b) if requested by the Company, the delivery by the Director to Option provides the Company of with a written opinion of legal counsel, who shall be satisfactory to the Company, addressed to the Company and satisfactory in form and substance to the Company’s 's counsel, to the effect that the proposed issuance of such shares to such Option holder may be made without registration under the Act. In the event exemption from registration under the Act is available upon an exercise of Employee agrees that the shares of Stock which Employee may acquire by exercising this Option shall be acquired for investment without a view to distribution, within the meaning of the Act, and shall not be sold, transferred, assigned, pledged or hypothecated in the absence of an effective registration statement for the shares under the Act and applicable state securities laws or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws is availablelaws. The Director Employee also agrees that the Restricted Shares and Earned Shares issued under shares of Stock which Employee may acquire by exercising this Agreement Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable securities laws, whether federal or state securities lawsstate. In addition, Employee agrees (i) that the Director agrees that (a) the certificates, if any, certificates representing the Restricted Shares and Earned Shares shares of Stock purchased under this Option may bear such legend or legends as the Committee deems appropriate in order to reflect the Forfeiture Restrictions and to assure compliance with applicable securities laws, (bii) that the Company may refuse to register the transfer of the Restricted Shares or Earned Shares shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would constitute a violation of the Forfeiture Restrictions or, in the opinion of counsel satisfactory to the Company, Company constitute a violation of any applicable securities law, and (ciii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Restricted Sharesshares of Stock purchased under this Option.

Status of Stock. The Director understands that at the time of the execution of this Agreement the sale shares of the Restricted Shares has Stock to be issued upon exercise of this Option have not been registered under the Securities Act of 1933, as amended (the “Act”), or any state securities law law, and that the Company does not currently intend to effect any such registration. The Director agrees that Until the Restricted Shares and shares of Stock acquirable upon the Earned Shares when issued under this Agreement are being acquired for investment without a view to distribution, within the meaning exercise of the Securities Option have been registered for issuance under the Act, and shall the Company will not be sold, transferred, assigned, pledged or hypothecated in the absence of (a) an effective registration statement for the sale of issue such shares under unless the Securities Act and applicable state securities laws or (b) if requested by holder of the Company, the delivery by the Director to Option provides the Company of with a written opinion of legal counsel, who shall be satisfactory to the Company, addressed to the Company and satisfactory in form and substance to the Company’s counsel, to the effect that the proposed issuance of such shares to such Option holder may be made without registration under the Act. In the event exemption from registration under the Act is available upon an exercise of this Option, Director (or the person permitted to exercise this Option in the event of Director’s death or incapacity), if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. Director agrees that the shares of Stock which Director may acquire by exercising this Option shall be acquired for investment without a view to distribution, within the meaning of the Act, and shall not be sold, transferred, assigned, pledged or hypothecated in the absence of an effective registration statement for the shares under the Act and applicable state securities laws or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws is availablelaws. The Director also agrees that the Restricted Shares and Earned Shares issued under shares of Stock which Director may acquire by exercising this Agreement Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws. In addition, the Director agrees that (ai) that the certificates, if any, certificates representing the Restricted Shares and Earned Shares shares of Stock purchased under this Option may bear such legend or legends as the Committee deems appropriate in order to reflect the Forfeiture Restrictions and to assure compliance with the terms and provisions of the Shareholders Agreement, Paragraph 7, and applicable securities laws, (bii) the Company may refuse to register the transfer of the Restricted Shares or Earned Shares shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would constitute a violation of the Forfeiture Restrictions or, in the opinion of counsel satisfactory to the CompanyCompany constitute a violation of the terms and provisions of the Shareholders Agreement, of Paragraph 7, or any applicable securities law, and (ciii) the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Restricted Sharesshares of Stock purchased under this Option.

Status of Stock. The Director understands that at the time of the execution of this Agreement the sale of the Restricted Shares has not been registered Company intends to register for issuance under the Securities Act of 1933, as amended (the “Act”) the shares of Stock acquirable upon exercise of this Option, and to keep such registration effective throughout the period this Option is exercisable. In the absence of such effective registration or any state securities law and an available exemption from registration under the Act, issuance of shares of Stock acquirable upon exercise of this Option will be delayed until registration of such shares is effective or an exemption from registration under the Act is available. The Company intends to use its reasonable efforts to ensure that no such delay will occur. In the event exemption from registration under the Act is available upon an exercise of this Option., Director (or the person permitted to exercise this Option in the event of Director’s death or incapacity), if requested by the Company does not currently intend to effect any do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. The Company shall incur no liability to Director for failure to register the Stock or maintain the registration. The Director agrees that the Restricted Shares and the Earned Shares when issued under shares of Stock which Director may acquire by exercising this Agreement are being acquired for investment without a view to distribution, within the meaning of the Securities Act, and shall not be sold, transferred, assigned, pledged or hypothecated in the absence of (a) an effective registration statement for the sale of such shares under the Securities Act and applicable state securities laws or (b) if requested by the Company, the delivery by the Director to the Company of a written opinion of legal counsel, who shall be satisfactory to the Company, addressed to the Company and satisfactory in form and substance to the Company’s counsel, to the effect that an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws is available. The Director also agrees that the Restricted Shares and Earned Shares issued under this Agreement Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable securities laws, whether federal or state securities lawsstate. In addition, Director also agrees (i) that the Director agrees that (a) the certificates, if any, certificates representing the Restricted Shares and Earned Shares shares of Stock purchased under this Option may bear such legend or legends as the Committee Company deems appropriate in order to reflect the Forfeiture Restrictions and to assure compliance with applicable securities laws, (bii) that the Company may refuse to register the transfer of the Restricted Shares or Earned Shares shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would constitute a violation of the Forfeiture Restrictions or, in the opinion of counsel satisfactory to the Company, Company constitute a violation of any applicable securities law, law and (ciii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Restricted Sharesshares of Stock purchased under this Option.