SECURITIES ACT
PERMITTING THE SALE AND DELIVERY OF UNIT SHARES UPON SETTLEMENT OF THE
RESTRICTED STOCK UNIT AWARD IS IN EFFECT ON THE SETTLEMENT DATE, THE COMPANY
SHALL NOT BE REQUIRED TO ISSUE UNIT SHARES UPON SUCH SETTLEMENT, EXCEPT AS
OTHERWISE PROVIDED IN THIS SUBSECTION.
THE COMPANY SHALL USE ITS COMMERCIALLY
REASONABLE EFFORTS TO REGISTER UNDER THE SECURITIES ACT SUFFICIENT UNIT SHARES
TO PERMIT DELIVERY TO GRANTEE OF ALL UNIT SHARES THAT MAY BE ACQUIRED BY GRANTEE
UPON THE SETTLEMENT OF THE RESTRICTED STOCK UNIT AWARD; PROVIDED, HOWEVER, THAT
THE COMPANY SHALL ONLY BE SO REQUIRED TO REGISTER THE UNIT SHARES ON FORM S-8
UNDER THE SECURITIES ACT (OR ANY SUCCESSOR FORM).
NOTWITHSTANDING THE
FOREGOING, THE COMPANY SHALL, IF GRANTEE HAS GIVEN THE COMPANY AT LEAST 90 DAYS'
NOTICE REQUESTING THE COMPANY TO REGISTER IN ACCORDANCE WITH THE FOREGOING
PROVISIONS OF THIS SUBSECTION THE UNIT SHARES THAT MAY THEN BE ACQUIRED BY
GRANTEE UPON SETTLEMENT OF THE RESTRICTED STOCK UNIT AWARD AND THE COMPANY HAS
FAILED TO DO SO, ISSUE UNIT SHARES TO GRANTEE UPON SETTLEMENT OF THE RESTRICTED
STOCK UNIT AWARD WITHOUT REGISTRATION THEREOF UNDER THE SECURITIES ACT IF
(I) GRANTEE REPRESENTS, EFFECTIVE ON THE DATE OF SUCH ISSUANCE, IN WRITING IN A
FORM ACCEPTABLE TO THE COMPANY (A) THAT SUCH UNIT SHARES ARE BEING ACQUIRED FOR
INVESTMENT AND NOT WITH A PRESENT VIEW TO DISTRIBUTION, (B) GRANTEE UNDERSTANDS
THAT THE UNIT SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND
CANNOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER
THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO OR THE COMPANY HAS RECEIVED
AN OPINION OF COUNSEL, SATISFACTORY TO IT, TO THE EFFECT THAT SUCH REGISTRATION
IS NOT REQUIRED, (C) THAT GRANTEE HAS, ALONE OR TOGETHER WITH ANY QUALIFIED
ADVISOR, SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS IS
NECESSARY TO EVALUATE THE RISKS OF AN INVESTMENT IN THE UNIT SHARES, IS
ACQUIRING THE UNIT SHARES
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BASED ON AN INDEPENDENT EVALUATION OF THE LONG-TERM PROSPECTS OF AN INVESTMENT
IN THE UNIT SHARES AND HAS BEEN FURNISHED WITH SUCH FINANCIAL AND OTHER
INFORMATION REGARDING THE COMPANY AS THE GRANTEE HAS REQUESTED FOR PURPOSES OF
MAKING SUCH EVALUATION, AND (D) GRANTEE IS ABLE TO BEAR THE ECONOMIC RISK OF AN
INVESTMENT IN THE UNIT SHARES SUBJECT TO SUCH RESTRICTIONS ON TRANSFER AND
(II) IF THE COMPANY DETERMINES THAT UNDER THE CIRCUMSTANCES ISSUING THE UNIT
SHARES PURSUANT TO SUCH SETTLEMENT OF THE RESTRICTED STOCK UNIT AWARD IS LAWFUL;
PROVIDED, HOWEVER, THAT THE COMPANY MAY REQUIRE, AS A CONDITION OF SUCH ISSUANCE
OF UNIT SHARES, THAT GRANTEE EXECUTE AND DELIVER TO IT SUCH OTHER CERTIFICATES,
AGREEMENTS AND OTHER INSTRUMENTS AS IN THE JUDGMENT OF THE COMPANY, UPON ADVICE
OF COUNSEL, ARE NECESSARY OR APPROPRIATE TO ASSURE THAT THE UNIT SHARES ARE
ISSUED TO GRANTEE IN ACCORDANCE WITH THE SECURITIES ACT AND ANY OTHER APPLICABLE
SECURITIES LAW AND MAY REQUIRE THAT ANY CERTIFICATES REPRESENTING UNIT SHARES SO
ISSUED BEAR ANY RESTRICTIVE LEGEND APPROPRIATE FOR SUCH PURPOSE.