Common use of Status of Stock Clause in Contracts

Status of Stock. (a) Unless the offering, sale and delivery of the shares of Stock issuable upon exercise of the Option have been registered under the Securities Act, Optionee agrees that any shares of Stock purchased upon exercise of the 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 under the Securities Act and applicable state securities laws or an applicable exemption from the registration requirements of the Act and any applicable state securities laws. Optionee further agrees that the shares of Stock which Optionee may acquire by exercising the Option will not be sold or disposed of in any manner which would constitute a violation of any other applicable federal or state securities laws. In addition, Optionee agrees (i) that the certificates representing the shares of Stock issued under this Agreement may bear such legend or legends as the administrator of the Plan deems appropriate in order to assure compliance with applicable securities laws, and (ii) that the Company may give instruction to its transfer agent, if any, to stop transfer of the shares of Stock issued under this Agreement on the stock transfer records of the Company, if such proposed transfer would, in the opinion of counsel to the Company, constitute a violation of any applicable securities law or any such agreements. (b) Optionee further agrees that the Option granted herein shall be subject to the requirement that if at any time the administrator of the Plan shall determine, in its discretion, that the listing, registration or qualification of the shares of Stock subject to such Option upon any securities exchange or market or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the purchase or issuance of shares of Stock hereunder, such 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 any conditions not reasonably acceptable to the administrator of the Plan.

Status of Stock. (a) Unless The Director understands that at the offering, sale and delivery time of the shares execution of Stock issuable upon exercise this Agreement the sale of the Option have Restricted Shares has not been registered under the Securities Act, Optionee Act or any state securities law and that the Company does not currently intend to effect any such registration. The Director agrees that any shares of Stock purchased upon exercise of the Option shall be 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 lawslaws is available. Optionee further The Director also agrees that the shares of Stock which Optionee may acquire by exercising the Option 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 other applicable federal or state securities laws. In addition, Optionee the Director agrees that (ia) that the certificates certificates, if any, representing the shares of Stock issued under this Agreement Restricted Shares and Earned Shares may bear such legend or legends as the administrator of the Plan 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 (iic) that the Company may give instruction related instructions to its transfer agent, if any, to stop registration of the transfer of the shares of Stock issued under this Agreement on the stock transfer records of the Company, if such proposed transfer would, in the opinion of counsel to the Company, constitute a violation of any applicable securities law or any such agreementsRestricted Shares. (b) Optionee further agrees that the Option granted herein shall be subject to the requirement that if at any time the administrator of the Plan shall determine, in its discretion, that the listing, registration or qualification of the shares of Stock subject to such Option upon any securities exchange or market or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the purchase or issuance of shares of Stock hereunder, such 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 any conditions not reasonably acceptable to the administrator of the Plan.

Status of Stock. (a) Unless the offeringNotwithstanding any other provision of this --------------- Agreement, sale and delivery of the shares of Stock issuable upon exercise of the Option have been registered under the Securities Act, Optionee agrees that any shares of Stock purchased upon exercise of the 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 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 applicable available exemption from registration under the Act, issuance of shares of Stock acquirable upon exercise of this Option will be delayed until registration requirements 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 (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 any deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable state securities laws. Optionee further Employee agrees that the shares of Stock which Optionee Employee may acquire by exercising the this Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any other applicable securities laws, whether federal or state securities lawsstate. In addition, Optionee Employee also agrees (i) that the certificates representing the shares of Stock issued purchased under this Agreement Option may bear such legend or legends as the administrator of the Plan Company deems appropriate in order to assure compliance with applicable securities laws, and (ii) that the Company may refuse to register the transfer of the shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable securities law and (iii) that the Company may give instruction related instructions to its transfer agent, if any, to stop registration of the transfer of the shares of Stock issued purchased under this Agreement on the stock transfer records of the Company, if such proposed transfer would, in the opinion of counsel Option. If Employee desires to the Company, constitute a violation of sell any applicable securities law or any such agreements. (b) Optionee further agrees that the Option granted herein shall be subject to the requirement that if at any time the administrator of the Plan shall determine, in its discretion, that the listing, registration or qualification of the shares of Stock subject acquired pursuant to the provisions of this Agreement and if such Option upon any shares may not be sold on the open market without registration pursuant to applicable securities exchange or market or under any state or federal lawlaws, or then the consent or approval Company shall, within five days after notice from Employee indicating his intention to sell such shares and the number of any governmental regulatory bodyshares to be sold, is necessary or desirable as purchase for cash such shares at a condition of, or in connection with, price per share based on the purchase or issuance of closing sales price for shares of Stock hereunder, such 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 traded on the New York Stock Exchange on the date of any conditions not reasonably acceptable to receipt by the administrator Company of the Plansaid notice.

Status of Stock. With respect to the status of the Stock, at the time of execution of this Agreement Employee understands and agrees to all of the following: 5.1.1 The Company has registered for issuance under the Securities Act of 1933, as amended (athe "Act") Unless the offering, sale and delivery of the shares of Stock issuable acquirable upon exercise of this Option, and intends to keep such registration effective throughout the period this Option have been registered is exercisable. In the absence of such effective registration or an available exemption from registration under the Securities Act, Optionee agrees that any issuance of shares of Stock purchased 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 (or the person permitted to exercise 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 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 effective registration statement under agreement containing such provisions as the Securities Act and Company may require to assure compliance with applicable state securities laws or an applicable exemption from the registration requirements of the Act and any applicable state securities laws. Optionee further . 5.1.2 Employee agrees that the shares of Stock which Optionee Employee may acquire by exercising the this Option will not be sold or otherwise disposed of in any manner which that would constitute a violation of any other applicable securities laws, whether federal or state securities laws. In addition, Optionee state. 5.1.3 Employee agrees that (i) that the certificates representing the shares of Stock issued purchased under this Agreement Option may bear such legend or legends as the administrator of the Plan Committee deems appropriate in order to assure compliance with applicable securities laws, and (ii) that the Company may refuse to register the transfer of the shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable securities law and (iii) the Company may give instruction related instructions to its transfer agent, if any, to stop registration of the transfer of the shares of Stock issued purchased under this Agreement on the stock transfer records of the Company, if such proposed transfer would, in the opinion of counsel to the Company, constitute a violation of any applicable securities law or any such agreementsOption. (b) Optionee further agrees that the Option granted herein shall be subject to the requirement that if at any time the administrator of the Plan shall determine, in its discretion, that the listing, registration or qualification of the shares of Stock subject to such Option upon any securities exchange or market or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the purchase or issuance of shares of Stock hereunder, such 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 any conditions not reasonably acceptable to the administrator of the Plan.

Status of Stock. (a) Unless the offering, sale and delivery of The Company shall not be obligated to issue any Stock pursuant to this Option at any time when the shares of Stock issuable upon exercise of the Option covered hereby have not been registered under the Securities Act of 1933, as amended (the “1933 Act, Optionee agrees that any shares of Stock purchased upon exercise of the Option shall be acquired for investment without a view to distribution, within the meaning of the Securities Act”), and shall not be soldsuch other state and federal laws, transferredrules and regulations as the Company, assignedthe Board or Committee deems applicable and, pledged or hypothecated in the absence opinion of an effective registration statement under legal counsel for the Securities Act and applicable state securities laws or an applicable Company, there is no exemption from the registration requirements of such laws, rules and regulations available for the 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 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 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 state securities laws. Optionee further Employee agrees that the shares of Stock which Optionee Employee may acquire by exercising the this Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any other applicable federal or state securities laws. In addition, Optionee Employee also agrees that (i) that the certificates representing the shares of Stock issued purchased under this Agreement Option may bear such legend or legends as the administrator of the Plan Board or Committee deems appropriate in order to assure compliance with applicable securities laws, and (ii) that the Company may refuse to register the transfer of the shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable securities law, and (iii) the Company may give instruction related instructions to its transfer agent, if any, to stop registration of the transfer of the shares of Stock issued purchased under this Agreement on the stock transfer records of the Company, if such proposed transfer would, in the opinion of counsel to the Company, constitute a violation of any applicable securities law or any such agreementsOption. (b) Optionee further agrees that the Option granted herein shall be subject to the requirement that if at any time the administrator of the Plan shall determine, in its discretion, that the listing, registration or qualification of the shares of Stock subject to such Option upon any securities exchange or market or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the purchase or issuance of shares of Stock hereunder, such 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 any conditions not reasonably acceptable to the administrator of the Plan.

Status of Stock. (a) Unless Employee understands that at the offering, sale and delivery time of the execution of this Agreement the shares of Stock issuable 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, and that the Company does not currently intend to effect any such registration. Until the shares of Stock acquirable upon the exercise of the Option have been registered for issuance under the Securities Act, Optionee 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 Act. In the event exemption from registration under the 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. Employee agrees that any the shares of Stock purchased upon exercise of the 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 transferred or hypothecated assigned 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 Act and any applicable state securities laws. Optionee further Employee also agrees that the shares of Stock which Optionee Employee may acquire by exercising the this Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any other applicable securities laws, whether federal or state securities lawsstate. In addition, Optionee Employee agrees (i) that the certificates representing the shares of Stock issued purchased under this Agreement Option may bear such legend or legends as the administrator of the Plan Committee deems appropriate in order to assure compliance with the terms and provisions of the Stockholders’ Agreement and applicable securities laws, and (ii) that the Company may refuse to register the transfer of the shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of the terms and provisions of the Stockholders’ Agreement or any applicable securities law and (iii) that the Company may give instruction related instructions to its transfer agent, if any, to stop registration of the transfer of the shares of Stock issued purchased under this Agreement Option. Notwithstanding the foregoing, prior to such time as the Stock is traded on a national stock exchange or NASDAQ or a comparable quotation system, the stock transfer records Company may (by giving written notice to Employee), but only with the consent of Xxxx X. Xxxxx (so long as he is serving as Chief Executive Officer of the Company), if such proposed transfer would, in the opinion of counsel to the Company, constitute a violation of any applicable securities law require Employee (or any such agreements. (bperson permitted to exercise this Option) Optionee further agrees to delay exercising the Option until the optionee is notified in writing that the Option granted herein may be exercised (but in no event beyond the sixth (6th) anniversary of the date of this Agreement) but in such event the period during which this Option may be exercised shall be extended so that the optionee shall have at least ninety (90) days to exercise that part of this Option otherwise exercisable, subject to the requirement that if at any time the administrator other provisions of this Agreement, after optionee is notified of the Plan shall determine, in its discretion, that the listing, registration or qualification of the shares of Stock subject right to such Option upon any securities exchange or market or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the purchase or issuance of shares of Stock hereunder, such 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 any conditions not reasonably acceptable to the administrator of the Planso exercise.

Status of Stock. (a) Unless The Employee understands that at the offering, sale and delivery time of the shares execution of Stock issuable upon exercise this Agreement the sale of the Option have Restricted Shares has not been registered under the Securities Act, Optionee Act or any state securities law and that the Company does not currently intend to effect any such registration. The Employee agrees that any shares of Stock purchased upon exercise of the Option shall be 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 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 lawslaws is available. Optionee further The Employee also agrees that the shares of Stock which Optionee may acquire by exercising the Option 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 other applicable federal or state securities laws. In addition, Optionee the Employee agrees that (ia) that the certificates certificates, if any, representing the shares of Stock issued under this Agreement Restricted Shares and Earned Shares may bear such legend or legends as the administrator of the Plan 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 (iic) that the Company may give instruction related instructions to its transfer agent, if any, to stop registration of the transfer of the shares of Stock issued under this Agreement on the stock transfer records of the Company, if such proposed transfer would, in the opinion of counsel to the Company, constitute a violation of any applicable securities law or any such agreementsRestricted Shares. (b) Optionee further agrees that the Option granted herein shall be subject to the requirement that if at any time the administrator of the Plan shall determine, in its discretion, that the listing, registration or qualification of the shares of Stock subject to such Option upon any securities exchange or market or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the purchase or issuance of shares of Stock hereunder, such 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 any conditions not reasonably acceptable to the administrator of the Plan.

Status of Stock. (a) Unless Executive understands that at the offering, sale and delivery time of the execution of this Agreement the shares of Stock issuable to be issued upon exercise of this Option have not been registered under the Securities Act, or any state securities law, and that the Company does not currently intend to affect any such registration. Until the shares of Stock acquirable upon the exercise of the Option have been registered for issuance under the Securities Act, Optionee 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, 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 any the shares of Stock purchased upon exercise of the 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. Optionee further Executive also agrees that the shares of Stock which Optionee Executive may acquire by exercising the this Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any other applicable federal or state securities laws. In addition, Optionee Executive agrees that (i) that the certificates representing the shares of Stock issued purchased under this Agreement Option may bear such legend or legends as the administrator of the Plan Committee deems appropriate in order to assure compliance with Xxxxxxxxx 0, Xxxxxxxxx 7, and applicable securities laws, and (ii) that the Company may refuse to register the transfer of the shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of Xxxxxxxxx 0, Xxxxxxxxx 7, or any applicable securities law, and (iii) the Company may give instruction related instructions to its transfer agent, if any, to stop registration of the transfer of the shares of Stock issued purchased under this Agreement on the stock transfer records of the Company, if such proposed transfer would, in the opinion of counsel to the Company, constitute a violation of any applicable securities law or any such agreementsOption. (b) Optionee further agrees that the Option granted herein shall be subject to the requirement that if at any time the administrator of the Plan shall determine, in its discretion, that the listing, registration or qualification of the shares of Stock subject to such Option upon any securities exchange or market or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the purchase or issuance of shares of Stock hereunder, such 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 any conditions not reasonably acceptable to the administrator of the Plan.

Status of Stock. (a) Unless Employee understands that at the offering, sale and delivery time of the execution of this Agreement the shares of Stock issuable to be issued upon exercise of this Option have 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. Until the shares of Stock acquirable upon the exercise of the Option have been registered for issuance under the Securities Act, Optionee 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 any the shares of Stock purchased upon exercise of the 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. Optionee further Employee also agrees that the shares of Stock which Optionee Employee may acquire by exercising the this Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any other applicable federal or state securities laws. In addition, Optionee Employee agrees that (i) that the certificates representing the shares of Stock issued purchased under this Agreement Option may bear such legend or legends as the administrator of the Plan Committee deems appropriate in order to assure compliance with Paragraph 6, Paragraph 7, and applicable securities laws, and (ii) that the Cxxxxxx xxx xxxxxx xx xegister the transfer of the shares of Stock purchased under this Option on the stock transfer records of the Company may give instruction if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of Paragraph 6, Paragraph 7, or any applicable securities law, and (iii) xxx Xxxxxxx xxx xxxx related instructions to its transfer agent, if any, to stop registration of the transfer of the shares of Stock issued purchased under this Agreement on the stock transfer records of the Company, if such proposed transfer would, in the opinion of counsel to the Company, constitute a violation of any applicable securities law or any such agreementsOption. (b) Optionee further agrees that the Option granted herein shall be subject to the requirement that if at any time the administrator of the Plan shall determine, in its discretion, that the listing, registration or qualification of the shares of Stock subject to such Option upon any securities exchange or market or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the purchase or issuance of shares of Stock hereunder, such 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 any conditions not reasonably acceptable to the administrator of the Plan.

Status of Stock. Until the shares of Stock acquirable upon the exercise of the Option have been registered for issuance under the Securities Act of 1933, as amended (a) the “Act”), the Company will not issue such shares unless the Optionee 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 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 the shares of Stock issuable acquirable upon exercise of the Option have been registered and continue to do so at the date of exercise hereof under the Securities Act, Optionee agrees that any the shares of Stock purchased upon exercise of which Optionee acquires by exercising the 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 Act act and any applicable state securities laws. Optionee further also agrees that the shares of Stock which Optionee may acquire by exercising the Option will not be sold or disposed of in any manner which would constitute a violation of any other applicable federal or state securities laws. In addition, Optionee agrees (i) that the certificates representing the shares of Stock issued under this Agreement may bear such legend or legends as the administrator of the Plan deems appropriate in order to assure compliance with applicable securities laws, and (ii) that the Company may give instruction to its transfer agent, if any, to stop transfer of the shares of Stock issued under this Agreement on the stock transfer records of the Company, if such proposed transfer would, in the opinion of counsel to the Company, constitute a violation of any applicable securities law whether federal or any such agreements. (b) state. Optionee further agrees that the Option granted herein shall be subject to the requirement that that, if at any time the administrator of the Plan Board shall determine, in its discretion, that the listing, registration or qualification of the shares of Stock subject to such Option upon any securities exchange or market or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the issue or purchase or issuance of shares of Stock hereunder, such 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 any conditions not reasonably acceptable accepted to the administrator of the PlanBoard.

Status of Stock. (a) Unless Optionee acknowledges that this Option has been granted by the offering, sale Company in consideration of Optionee's service to the Company and delivery further acknowledges and understands that at the time of the execution of this Agreement neither the Option nor the shares of Stock issuable to be issued upon exercise of the this Option have been registered under the Securities Act of 1933, as amended (the "Act"), or any state securities law. The Company will not issue such shares unless the Company can secure, at its expense, 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 Optionee 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, Optionee (or the person permitted to exercise this Option in the event of Optionee'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. Optionee agrees that any the shares of Stock purchased upon exercise of the which Optionee 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 Act, and applicable state securities laws or an applicable exemption from the registration requirements of the Act and any applicable state securities laws. Optionee further also agrees that the shares of Stock which Optionee may acquire by exercising the this Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any other applicable securities laws, whether federal or state securities lawsstate. In addition, Optionee agrees (i) that the certificates representing the shares of Stock issued purchased under this Agreement Option may bear such legend or legends as the administrator of the Plan Company deems appropriate in order to assure compliance with applicable securities laws, and (ii) that the Company may refuse to register the transfer of the shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable securities laws and (iii) that the Company may give instruction related instructions to its transfer agent, if any, to stop registration of the transfer of the shares of Stock issued purchased under this Agreement on the stock transfer records of the Company, if such proposed transfer would, in the opinion of counsel to the Company, constitute a violation of any applicable securities law or any such agreementsOption. (b) Optionee further agrees that the Option granted herein shall be subject to the requirement that if at any time the administrator of the Plan shall determine, in its discretion, that the listing, registration or qualification of the shares of Stock subject to such Option upon any securities exchange or market or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the purchase or issuance of shares of Stock hereunder, such 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 any conditions not reasonably acceptable to the administrator of the Plan.

Status of Stock. (a) Unless the offering, sale and delivery of the shares of Stock issuable acquirable upon exercise of the Option have been registered and continue to be so at the date of exercise hereof under the Securities Act of 1933 (the "Act"), Optionee agrees that any the shares of Stock purchased upon which Optionee acquires by exercise of the 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 Act act and any applicable state securities laws. Optionee further also agrees that the shares of Stock which Optionee may acquire by exercising the Option will not be sold or disposed of in any manner which would constitute a violation of any other applicable securities law, whether federal or state securities lawsstate. In addition, Optionee agrees (ia) that the certificates representing the shares of Stock issued under this Agreement may bear such legend or legends as the administrator of the Plan Committee deems appropriate in order to assure compliance with applicable securities laws, and (iib) that the Company may give instruction to its transfer agent, if any, to stop transfer of the shares of Stock issued under this Agreement on the stock transfer records of the Company, if such proposed transfer would, would in the opinion of counsel satisfactory to the Company, Company constitute a violation of any applicable securities law or any such agreements. (b) . Optionee further agrees that the Option granted herein shall be subject to the requirement that that, if at any time the administrator Board of the Plan Directors shall determine, in its discretion, that the listing, registration or qualification of the shares of Stock subject to such Option upon any securities exchange or market or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the issue or purchase or issuance of shares of Stock hereunder, such 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 any conditions not reasonably acceptable to the administrator Board of the PlanDirectors.

Status of Stock. (a) Unless The Director understands that at the offering, sale and delivery time of the shares execution of Stock issuable upon exercise this Agreement the sale of the Option have Restricted Shares has not been registered under the Securities Act, Optionee Act or any state securities law and that the Company does not currently intend to effect any such registration. The Director agrees that any shares of Stock purchased upon exercise of the Option shall be 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 lawslaws is available. Optionee further The Director also agrees that the shares of Stock which Optionee may acquire by exercising the Option 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 other applicable federal or state securities laws. In addition, Optionee the Director agrees that (ia) that the certificates certificates, if any, representing the shares of Stock issued under this Agreement Restricted Shares and Earned Shares may bear such legend or legends as the administrator of the Plan 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 (iic) that the Company may give instruction related instructions to its transfer agent, if any, to stop registration of the transfer of the shares of Stock issued under this Agreement on the stock transfer records of the Company, if such proposed transfer would, in the opinion of counsel to the Company, constitute a violation of any applicable securities law or any such agreementsRestricted Shares. (b) Optionee further agrees that the Option granted herein shall be subject to the requirement that if at any time the administrator of the Plan shall determine, in its discretion, that the listing, registration or qualification of the shares of Stock subject to such Option upon any securities exchange or market or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the purchase or issuance of shares of Stock hereunder, such 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 any conditions not reasonably acceptable to the administrator of the Plan.

Status of Stock. (a) Unless the offering, sale and delivery of The Company shall not be obligated to issue any Stock pursuant to this Option at any time when the shares of Stock issuable upon exercise of the Option covered hereby have not been registered under the Securities Act of 1933, as amended (the “1933 Act, Optionee agrees that any shares of Stock purchased upon exercise of the Option shall be acquired for investment without a view to distribution, within the meaning of the Securities Act”), and shall not be soldsuch other state and federal laws, transferredrules and regulations as the Committee deems applicable and, assigned, pledged or hypothecated in the absence opinion of an effective registration statement under legal counsel for the Securities Act and applicable state securities laws or an applicable Company, there is no exemption from the registration requirements of such laws, rules and regulations available for the 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 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 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, 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 state securities laws. Optionee further agrees that the shares of Stock which Optionee may acquire by exercising the this Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any other applicable federal or state securities laws. In addition, Optionee also agrees that (i) that the certificates representing the shares of Stock issued purchased under this Agreement Option may bear such legend or legends as the administrator of the Plan Committee deems appropriate in order to assure compliance with applicable securities laws, and (ii) that the Company may refuse to register the transfer of the shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable securities law, and (iii) the Company may give instruction related instructions to its transfer agent, if any, to stop registration of the transfer of the shares of Stock issued purchased under this Agreement on the stock transfer records of the Company, if such proposed transfer would, in the opinion of counsel to the Company, constitute a violation of any applicable securities law or any such agreementsOption. (b) Optionee further agrees that the Option granted herein shall be subject to the requirement that if at any time the administrator of the Plan shall determine, in its discretion, that the listing, registration or qualification of the shares of Stock subject to such Option upon any securities exchange or market or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the purchase or issuance of shares of Stock hereunder, such 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 any conditions not reasonably acceptable to the administrator of the Plan.