NYFIX,
      INC.

    2007
      OMNIBUS EQUITY COMPENSATION PLAN

    MODEL

    RESTRICTED
      STOCK UNIT AGREEMENT

    [Senior
      Executives Only]

     

    Restricted
      Stock Unit Agreement (this “Agreement”),
      dated
      as of _______ __, 2007, between NYFIX, Inc. (“NYFIX”)
      and
      _______ (the “Participant”).

     

    BACKGROUND

     

    Pursuant
      to the terms of the NYFIX, Inc. 2007 Omnibus Equity Compensation Plan (the
      “Plan”)
      and
      subject to the approval of the Plan by the stockholders of NYFIX, NYFIX desires
      to (i) provide an incentive to the Participant, (ii) encourage the Participant
      to contribute materially to the growth of NYFIX and its subsidiaries
      (collectively, the “Company”)
      and
      (iii) more closely align the Participant’s economic interests with those of
      NYFIX stockholders by means of a Stock Unit Grant. Whenever capitalized terms
      are used in this Agreement, they shall have the meanings set forth in this
      Agreement or, if not defined in this Agreement, as set forth in the
      Plan.

     

    In
      consideration of the covenants and agreements set forth in this Agreement,
      and
      intending to be legally bound hereby upon the approval of the Plan by the
      stockholders of NYFIX, the Participant and NYFIX hereby agree as
      follows:

     

    ARTICLE
      I

     

    GRANT
      OF RESTRICTED STOCK UNITS

     

    1.1 Grant
      of RSUs.
      The
      Participant is hereby granted _______________ restricted stock units (the
“Restricted Stock Units” or “RSUs”) subject to the restrictions and conditions
      set forth in this Agreement and subject to the approval of the Plan by the
      stockholders of NYFIX. Each RSU represents the right to receive one share of
      Stock or the Fair Market Value of one share of Stock as of the Settlement Date
      (as defined in Section 3.1). 

     

    1.2 Grant
      Information.
      The
      RSUs have been granted under the Plan. The Board or the Committee authorized
      the
      grant of the RSUs on ____________. 

     

    ARTICLE
      II

     

    EARNING
      AND VESTING OF RESTRICTED STOCK UNITS

     

    All
      of
      the RSUs are unvested. RSUs shall be earned and vest upon, but only upon, the
      earliest to occur of the events described in Section 2.1 or 2.2, in each case
      subject to the limitations set forth in Section 2.3. All unvested RSUs shall
      be
      forfeitable as set forth in Section 2.3. All vested RSUs shall become
      non-forfeitable at the time they first vest. RSUs are not transferable at any
      time.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      2.1 (a) Performance
        Targets for Earning RSUs.
        If not
        sooner vested in
        accordance with Section 2.2 and
        unless previously forfeited pursuant to Section 2.3:1 

      A. First
        Year Earning.
        Up to
        twenty-five percent (25%) of the RSUs (the “First
        Tranche Units”)
        may be
        earned on March 10, 2008 (the “First
        Earning Date”).
        The
        measures
        which
        will pertain to performance during calendar year 2007,
        and a
        schedule of the number of RSUs that may be earned based on attainment of
        such
        measures (which are determined by the Committee) will be delivered to the
        Participant at the time, or shortly after, this Agreement is executed. Any
        First
        Tranche Units that are unearned as of March 10, 2008 shall continue to be
        unearned.

       

    

    B. Second
      Year Earning.
      Up to
      twenty-five percent (25%) of the RSUs (the “Second
      Tranche Units”)
      may be
      earned on March 10, 2009 (the “Second
      Earning Date”)
      based
      on attainment of measures for the calendar year 2008 determined by the
      Committee. The measures and a schedule of the number of RSUs that may be earned
      based on attainment of such measures will be delivered to the Participant in
      writing by March 31, 2008. Any Second Tranche Units that are unearned as of
      March 10, 2009 shall continue to be unearned. 

     

    C. Third
      Year Earning.
      Up to
      twenty-five percent (25%) of the RSUs (the “Third
      Tranche Units”)
      may be
      earned on March 10, 2010 (the “Third
      Earning Date”)
      based
      on attainment of measures for the calendar year 2009 determined by the
      Committee. The measures and a schedule of the number of RSUs that may be earned
      based on attainment of such measures will be delivered to the Participant in
      writing by March 31, 2009. Any Third Tranche Units that are unearned as of
      March
      10, 2010 shall continue to be unearned. 

     

    
      D. Fourth
        Year Earning.
        Up to
        twenty-five percent (25%) of the RSUs (the “Fourth
        Tranche Units”)
        may be
        earned on March 10, 2011 (the “Fourth
        Earning Date”)
        based
        on attainment of measures for the calendar year 2010 determined by the
        Committee. The measures and a schedule of the number of RSUs that may be
        earned
        based on attainment of such measures will be delivered to the Participant
        in
        writing by March 31, 2010. Any Fourth Tranche Units that are unearned as
        of
        March 10, 2011 shall be
        forfeited.

    

     

    
      E. Carryforward. The
        excess of all of the RSUs that are not forfeited over the RSUs that are earned
        as of March 10, 2011 following the application of Sections 2.1(i)(A) through
        (D)
        (the “Carryforward Units”), may  be earned on March 10, 2011 based on
        attainment of measures for the calendar year 2010 determined by the Committee.
        The measures will be delivered to the Participant in writing by March 31,
        2010.
        Any RSUs that are unearned as of March 10, 2011 after giving effect to this
        Section 2.1(i)(E) shall, subject to section 2.2, remain unearned and shall
        be
        forfeited in accordance with Section 2.3. 

    

     

      
        

      

    

    
      
        	1	
                This
                  model reflects the performance-based schedule for persons who were
                  employees prior to March 10, 2007. For employees hired on or after
                  March
                  10, 2007, the First Tranche Units shall be subject to vesting on
                  the First
                  Vesting Date as to only a pro-rata portion based on the number
                  of full and
                  partial months the employee was employed between March 10, 2008
                  and March
                  9, 2009. Any First Tranche Units remaining unvested following the
                  First
                  Vesting Date (regardless of any pro rata vesting in the first year)
                  shall
                  be eligible for vesting in accordance with the same schedule as
                  pre-March
                  10, 2007 employees. The schedule and targets are subject to change
                  following the 2007 grant program.


              


      

    

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      F. Partial
        Vesting.
        If a
        partial RSU
        would be
        earned on any date, the total number of RSUs earned on such date shall be
        rounded up to the nearest whole RSU.

       

      G. Performance
        Measures. The Committee may make adjustments to performance targets after
        March 31 of the applicable earning period to the extent such adjustments
        are set
        forth at the time the performance targets are established and are permitted
        by
        the Plan.

       

      H. Certification.
        The
        Committee shall certify on or before the applicable Earning Date whether
        the
        performance target applicable to such Earning Date was satisfied. 

       

      (ii) Vesting
        of RSUs. If not sooner vested in
        accordance with Section 2.2 and
        unless previously forfeited pursuant to Section 2.3, 

       

      A. the
        earned First Tranche Units shall vest and become non-forfeitable on March
        10,
        2009 (the “First Vesting Date”) only if the Participant is still employed by the
        Company on such date, 

       

      B. the
        earned Second Tranche Units shall vest and become non-forfeitable on March
        10,
        2010 (the “Second Vesting Date”) only if the Participant is still employed by
        the Company on such date, 

       

      C. the
        earned Third Tranche Units
        shall
        vest and become non-forfeitable on March 10, 2011 (the
        “Final Vesting Date”) only
        if
        the Participant is still employed by the Company
        on such
        date, 

       

      D. the
        earned Fourth Tranche Units shall vest and become non-forfeitable on the
        Final
        Vesting Date only if the Participant is still employed by the Company on
        such
        date, and 

       

      E. the
        earned Carryforward Units shall vest and become non-forfeitable on the Final
        Vesting Date only if the Participant is still employed by the Company on
        such
        date.

       

      2.2 Accelerated
        or Continued Earning and/or Vesting.
        The
        Committee may accelerate the date on which any or all of the RSUs are earned
        and/or vested at any time and for any reason. Notwithstanding anything contained
        herein to the contrary,
        unless
        previously forfeited in accordance with Section 2.3:

       

      (i) upon
        a
        termination of the Participant’s employment (a) by the Company without Cause (as
        defined in Section 4.1) or (b) by the Participant for Good Reason (as defined
        in
        Section 4.1) prior
        to
        January 1, 2010, the following rules shall apply:

       

      A. the
        Participant may continue to earn the RSUs that would have been earned (in
        accordance with Section 2.1 hereof) had the Participant remained employed
        through the last day of the period for which the Participant receives severance,
        if any, following such termination (the “Severance
        Period”),
        based
        on the attainment of performance targets for the applicable earning
        period(s)
        (i.e., each calendar year that includes all or part of the Severance Period);
        provided however, that the number of RSUs that may be earned for the calendar
        year that includes the last day of the Severance Period shall equal (a) the
        number of RSUs that would have been earned based on the attainment of
        performance targets described in Section 2.1(i) for the calendar year that
        includes the last day of the Severance Period multiplied by (b) a
        fraction, the numerator of which is the
        number of days in the calendar year that elapsed prior to such last
        day
        and the
        denominator of which is 365; provided, further, however, that the Participant
        shall not be entitled to earn any RSUs pursuant to Section
        2.1(i)(E), 

       

    

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      B. the
        Participant’s RSUs earned on or prior to the date of such termination shall vest
        and become non-forfeitable immediately upon such termination, and 

       

      C. the
        Participant’s RSUs earned following the date of such termination in accordance
        with Section 2.2(i)(A) shall vest and become non-forfeitable immediately
        upon
        being earned; 

       

      (ii) upon
        a
        termination of the Participant’s employment (a) by the Company without Cause (as
        defined in Section 4.1) or (b) by the Participant for Good Reason (as defined
        in
        Section 4.1) on or after January 1, 2010, the following rules shall
        apply:

       

      A. the
        Participant may continue to earn the RSUs that would have been earned (in
        accordance with Section 2.1 hereof) had the Participant remained employed
        through the last day of the Severance Period, based on the attainment of
        performance targets with respect to the Third Tranche Units, the Fourth Tranche
        Units and the Carryforward Units; provided however, that the number of Fourth
        Tranch Units and Carryforward Units that may be earned, if the Severance
        Period
        ends prior to January 1, 2011, shall equal (a) the number of RSUs that would
        have been earned based on the attainment of performance targets described
        in
        Section 2.1(i)(D) and (E), as applicable, multiplied by (b) a fraction, the
        numerator of which is the number of days in the calendar year that elapsed
        prior
        to such last day and the denominator of which is 365, 

       

      B. the
        Participant’s RSUs
        earned on or prior to
        the date
        of such termination shall
        vest and
        become non-forfeitable immediately
        upon such termination, and 

       

      C. the
        Participant’s RSUs earned following the date of such termination in accordance
        with Section 2.2(ii)(A) shall vest and become non-forfeitable immediately
        upon
        being earned; 

       

      (iii) upon
        a
        termination of the Participant’s employment due to death or Disability (as
        defined in Section 4.1), the
        following rules shall apply:

       

      A. the
        Participant may earn, on the Earning Date next following such date of
such
        termination,
        the number of RSUs equal to (a) the number of RSUs that would have been earned
        based on the attainment of performance targets for the calendar year that
        includes the date of such termination, multiplied by (b) a
        fraction, the numerator of which is the
        number of days in the calendar year that elapsed prior to such termination
        and the denominator of which is 365, 

       

      B. the
        Participant’s RSUs
        earned on or prior to the date of such termination shall
        vest and
        become non-forfeitable immediately
        upon such termination, and 

       

      C. the
        Participant’s RSUs earned following the date of such termination in accordance
        with Section 2.2(iii)(A) shall vest and become non-forfeitable immediately
        upon
        being earned;

       

      (iv) upon
        a
        Change in Control, any RSUs earned on or prior to,
        but
        unvested as of,
        the date
        of the Change in Control shall
        immediately
        vest and
        become non-forfeitable.2  

       

    

    2.3 Effect
      of Termination of Employment on Earning and Vesting; Forfeiture of Unvested
      RSUs.
      Unless
      otherwise determined by the Committee and after giving effect to any applicable
      continuation or acceleration, as applicable, of earning and vesting provided
      in
      Section 2.2 hereof, all RSUs that are both unearned and unvested shall cease
      to
      be eligible to be vested and shall be forfeited as of the earlier of (i) the
      time of notification of the termination of the Participant’s employment with the
      Company for Cause, (ii) the termination of the Participant’s employment with the
      Company (which means the last date of actual employment, even if a different
      date is used for administrative convenience in connection with employee
      retirement, benefit or welfare plans) other than by the Company without Cause
      or
      by the Participant for Good Reason, (iii) a Change in Control or (iv) the Fourth
      Earning Date.

     

    2.4 Change
      in Control.
      Except
      as otherwise provided in this Agreement or as the Committee may determine at
      the
      time of a Change in Control, the effect of a Change in Control on the
      Participant’s RSUs is subject to Section 17 of the Plan. 

     

    ARTICLE
      III

     

    PROCEDURES
      AFFECTING PAYMENT OF RESTRICTED STOCK UNITS

     

    

      3.1 Payment
        of RSUs and Delivery of Stock.
        

       

      (i) Vested
        RSUs will be settled on the earliest of
        the
        following (such earliest date, the “Settlement Date”):

       

      
        A. the
          First
          Vesting Date (in case of First Tranche Units); the Second Vesting Date
          (in case
          of Second Tranche Units) or the Final Vesting Date (in case
          of Third Tranche Units, Fourth Tranche Units and Carryforward Units), as
          applicable to such RSUs; 

         

        B. the
          date
          of
          a Change
          in Control (provided that such event constitutes a “change in control” within
          the meaning of Code Section 409A),
          and


         

        C. the
          Earning Date next following the date of the Participant’s death.

      

       

    

    
      

    

    
      
        	2         
                	
                For
                  Mr. Vigliotti, include the following definition of “Change in Control”:
                  (i) the sale or disposition, in one or a series of related transactions,
                  of all or substantially all of the assets of NYFIX to any “person” or
                  “group” (as such terms are defined in Sections 13(d)(3) and 14(d)(2) of
                  the Exchange Act) other than Warburg Pincus Private Equity IX,
                  L.P. or its
                  Affiliates; (ii) any person or group, other than the Warburg Pincus
                  Private Equity IX, L.P. or its Affiliates, is or becomes the “beneficial
                  owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act),
                  directly or indirectly, of more than 50% of the total voting power
                  of the
                  voting stock of NYFIX (or, if NYFIX is not the survivor, the survivor),
                  including by way of merger, consolidation or otherwise (other than
                  an
                  offering of Stock to the general public through a registration
                  statement
                  filed with the Securities and Exchange Commission); or (iii) any
                  person or
                  group, other than the Warburg Pincus Private Equity IX, L.P. or
                  its
                  Affiliates, is or becomes the beneficial owner, directly or indirectly,
                  of
                  35% or more of the combined voting power of NYFIX’s then outstanding
                  securities during any twelve-month period.  

              


      

    

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      (ii) RSUs
        will
        be paid to
        the
        Participant within
        30
        days following the applicable
        Settlement
        Date (each
        such
        payment date ,
        the
        “Delivery
        Date”).
        Vested RSUs will be paid either wholly in Stock or wholly in cash (in an
        amount
        equal to the Fair Market Value of such Stock on the Settlement Date). The
        determination of whether the Vested RSUs will be settled in Stock or cash
        will
        be made by the Committee prior to the date the RSUs vest and, if the RSUs
        are to
        be paid in shares of Stock and the Withholding Amount (as defined in Section
        3.2) is to be paid by selling shares of Stock, at a time when there is no
        material non-public information. The payment of the RSUs may not be accelerated
        or deferred by either the Company or the Participant except as explicitly
        permitted or required by Code Section 409A. 

       

      (iii) Unless
        otherwise determined by the Company, each physical certificate and each book
        entry, in each case relating to Stock deliverable as payment of the RSUs
        may
        include such restrictive legends in such forms as the Company may deem
        convenient, expedient, necessary or appropriate relating to applicable
        securities, tax or other laws or applicable rules of any securities exchange
        or
        market. Transferability of such Stock may be subject to pre-clearance, blackout,
        registration and other requirements and restrictions under the Company’s insider
        trading and other compliance policies and procedures. Transfers of Stock
        by
        executive officers should be reviewed in advance to determine if there would
        be
        any potential liability for short-swing profits under Section 16(b) of the
        Securities Exchange Act of 1934. 

    

     

    3.2 Withholding
      of Taxes.
      

     

    (i) The
      Participant acknowledges and agrees that the Company has the right to deduct
      from payments of any kind otherwise due to the Participant any federal, state,
      local or other taxes of any kind required by law to be withheld with respect
      to
      the RSUs. On or about the Settlement Date, the Company shall deliver written
      notice to the Participant of the amount of withholding taxes due with respect
      to
      the payment of the RSUs; provided, however, that the total tax withholding
      will
      be approximately the minimum required statutory withholding (based on minimum
      statutory withholding rates for federal and state tax purposes, including
      payroll taxes, that are applicable to such supplemental taxable income), as
      determined by the Company. 

     

    (ii) If
      the
      RSUs are settled in cash, the withholding amount will be deducted from the
      cash
      paid to the Participant on the Delivery Date.

     

    (iii) If
      the
      RSUs are settled in Stock, the Participant shall be required, and hereby
      consents to, sell, or arrange for the sale of, on the Delivery Date, at the
      then
      prevailing market price, such number of shares of Stock underlying the RSUs
      as
      is sufficient to generate net proceeds sufficient to satisfy the Company’s
      minimum statutory withholding obligations with respect to the income recognized
      by the Participant upon the settlement of the RSUs and to promptly transfer
      such
      withholding amount to the Company in satisfaction of such tax withholding
      obligations. The Participant agrees to execute and deliver, upon the request
      of
      the Company, such documents, instruments and certificates as may reasonably
      be
      required in connection with the sale of the shares of Stock pursuant to this
      Section 3.2(iii) and hereby appoints the Company as the Participant’s
      attorney-in-fact with authority to take all of such actions and execute all
      such
      documents on behalf of the Participant as the Company reasonably deems necessary
      to effect such sales on the Participant’s behalf. The Participant and the
      Company have structured this Agreement to constitute a “binding contract”
relating to the sale of Common Stock pursuant to this Section 3, consistent
      with
      the affirmative defense to liability under Section 10(b) of the Securities
      Exchange Act of 1934 under Rule 10b5-1(c) promulgated under such
      Act.

     

    ARTICLE
      IV

     

    MISCELLANEOUS

     

    4.1 Definitions.

     

    (i) “Cause”
shall
      mean that the Company has “cause” to terminate the Participant’s employment or
      service, as defined in any existing employment or other agreement between the
      Participant and the Company or, in the absence of such an employment or other
      agreement, upon:

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    A. gross
      neglect or willful misconduct which is or is reasonably expected to be
      materially and demonstrably injurious to the Company or its customers or
      vendors; material breach by the Participant of his or her confidentiality,
      non-competition or non-solicitation obligations owed to the Company; or willful
      and continuing refusal or continuing failure (in either case other than due
      to
      death or Disability) by the Participant to substantially perform his or her
      duties or responsibilities for or owed to the Company; or

     

    B. conviction
      of or plea of guilty or no contest by the Participant to a felony or a crime
      of
      moral turpitude.2 

     

    (ii) “Disability”
shall
      mean disability as determined by the Committee in accordance with the standards
      and procedures similar to those under the Company’s long-term disability plan,
      if any. If at any time that the Company does not maintain a long-term disability
      plan, “Disability” shall mean any physical or mental disability which is
      determined to be total and permanent by a doctor selected in good faith by
      the
      Committee.

     

    (iii) “Good
      Reason” shall
      mean that the Participant has “good reason” to terminate his or her employment,
      as defined in any existing employment or other agreement between the Participant
      and the Company or, in the absence of such an employment or other agreement,
      upon the occurrence of any of the following events without the Participant’s
      prior written consent: (A) a material reduction in the Participant’s base salary
      or annual bonus incentive; (B) the assignment of duties materially inconsistent
      with the Participant’s position or a material reduction in the Participant's
      responsibilities or authority (in each case in this Clause B), so long as notice
      that Good Reason has occurred is given by the Participant to the Company within
      6 months (or such longer period as the Company may allow) after such occurrence
      and further provided the Company has not cured the circumstances giving rise
      to
      the Good Reason within 10 days of receipt of such notice); or (C) the
      requirement that the Participant relocate his or her principal place of
      employment to a location more than 50 miles from the Participant’s current
      location.3 

     

    4.2 Notices.
      All
      notices, requests and demands to or upon the parties hereto to be effective
      shall be in writing (including by telecopy), and, unless otherwise expressly
      provided herein, shall be deemed to have been duly given or made when delivered
      by hand, or three days after being deposited in the mail, postage prepaid,
      or,
      in the case of telecopy or email notice, when received, addressed as follows
      to
      the Company and the Participant, or to such other address as may be hereafter
      notified by the parties hereto:

     

      
        

      

    

    
      
        
          	2	
                  To
                    the extent the Participant has a “cause” definition in an agreement,
                    the agreement
                    should be accurately referenced and this general definition
                    deleted.

                


        

         

      

      
        
          	3	
                  To
                    the extent the Participant has a “good reason” definition in an agreement,
                    the agreement
                    should be accurately referenced and this general definition
                    deleted.

                


        

         

      

    

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
      	
            	
              (i)

            	
              If
                to the Company, to it at the following
                address:

            


    

     

    NYFIX,
      Inc. 

    100
      Wall
      Street - 26th Floor

    New
      York,
      NY 10005

    Attn:
      General Counsel

    


    
      	 	
              (ii)

            	
              If
                to the Participant, to his or her most recent primary residential
                address
                or business telecopy or email address as shown on the records of
                the
                Company.

            


    

     

    4.3 No
      Right To Continued Employment.
      The
      Participant acknowledges and agrees that, notwithstanding the fact that the
      vesting of the RSUs is contingent upon his or her continued employment by the
      Company, this Agreement does not constitute an express or implied promise of
      continued employment or confer upon the Participant any rights with respect
      to
      continued employment by the Company. 

     

    4.4 Amendments
      and Conflicting Agreements.
      This
      Agreement may be amended by a written instrument executed by the parties which
      specifically states that it is amending this Agreement or by a written
      instrument executed by the Company which so states if such amendment is not
      adverse to the Participant or relates to administrative matters. 

     

    4.5 Governing
      Law and Interpretation.
      This
      Agreement shall be governed by and construed and enforced in accordance with
      the
      laws of the State of Delaware applicable to contracts made and to be performed
      therein without regard to the conflicts of law principles thereof. Whenever
      the
      word “including” is used herein, it shall be deemed to be followed by the phrase
“without limitation.” Unless otherwise specified herein, all determinations,
      consents, elections and other decisions by the Company, the Committee or the
      Broker may be made, withheld or delayed in its sole and absolute
      discretion.

     

    4.6 Code
      Section 409A.
      The
      parties recognize that certain provisions of this Agreement may be affected
      by
      Code Section 409A and agree to negotiate in good faith to amend this Agreement
      with respect to any changes necessary or advisable to comply with such Code
      Section 409A. 

     

    4.7 Titles.
      Titles
      are provided herein for convenience only and are not to serve as a basis for
      interpretation or construction of this Agreement.

     

    4.8 Counterparts.
      This
      Agreement may be executed in counterparts, which together shall constitute
      one
      and the same instrument and which will be deemed effective whether received
      in
      original form or by telecopy or other electronic means. Facsimile signatures
      shall be as effective as original signatures. 

     

    4.9 Construction.
      The
      construction of this Agreement is vested in the Committee, and the Committee’s
      construction shall be final and conclusive on all Persons. 

     

    4.10 Effective
      Date of Agreement.
      This
      Agreement is effective as of the date the stockholders of NYFIX approve the
      Plan. 

     

    *
      *
      *

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF,
      the
      Company has caused this Agreement to be executed by a duly authorized
      officer.

     

    
      	 	
              NYFIX,
                INC.

            
	 	 
	 	 
	 	 
	 	
              By:____________________________________

            
	 	
              Name:__________________________________

            


    

    


    


    PARTICIPANT’S
      ACCEPTANCE

    


    The
      Participant acknowledges that he or she has read this Agreement, has received
      and read the Plan, and understands the terms and conditions of this Agreement
      and the Plan and hereby accepts the foregoing RSUs and agrees to be bound by
      the
      terms and conditions of this Agreement and the Plan.

     

    


    
      	 	
              PARTICIPANT

            
	 	 
	 	 
	 	______________________________
	 	
              Signed

            


    

     

     

    
      
        
        

      

      
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