OR APPROVAL HAS
BEEN EFFECTED OR OBTAINED FREE OF ANY CONDITIONS NOT ACCEPTABLE TO THE BOARD.
(III)
IN THE EVENT THAT THE DISPOSITION OF STOCK ACQUIRED PURSUANT TO THE PLAN IS NOT
COVERED BY A THEN-CURRENT REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND IS
NOT OTHERWISE EXEMPT FROM SUCH REGISTRATION, SUCH STOCK SHALL BE RESTRICTED
AGAINST TRANSFER TO THE EXTENT REQUIRED BY THE SECURITIES ACT OR REGULATIONS
THEREUNDER, AND THE BOARD MAY REQUIRE A PARTICIPANT RECEIVING STOCK PURSUANT TO
THE PLAN, AS A CONDITION PRECEDENT TO RECEIPT OF SUCH STOCK, TO REPRESENT TO THE
COMPANY IN WRITING THAT THE STOCK ACQUIRED BY SUCH PARTICIPANT IS ACQUIRED FOR
INVESTMENT ONLY AND NOT WITH A VIEW TO DISTRIBUTION.
(IV)
THE BOARD MAY REQUIRE A PARTICIPANT RECEIVING STOCK PURSUANT TO THE PLAN, AS A
CONDITION PRECEDENT TO RECEIPT OF SUCH STOCK, TO ENTER INTO A STOCKHOLDER
AGREEMENT OR "LOCK-UP" AGREEMENT IN SUCH FORM AS THE BOARD SHALL DETERMINE IS
NECESSARY OR DESIRABLE TO FURTHER THE COMPANY'S INTERESTS.
(L)
REGISTRATION ON FORM S-8.
THE COMPANY SHALL FILE WITH THE SECURITIES AND
EXCHANGE COMMISSION A REGISTRATION STATEMENT ON FORM S-8 WITH RESPECT TO THE
SECURITIES TO BE OFFERED TO PARTICIPANTS UNDER THE PLAN AND SHALL DURING THE
TERM OF THE PLAN KEEP SUCH REGISTRATION STATEMENT EFFECTIVE.
(M)
SECTION 409A.
WITH RESPECT TO AWARDS SUBJECT TO SECTION 409A OF THE CODE, THE
PLAN IS INTENDED TO COMPLY WITH THE REQUIREMENTS OF SECTION 409A.
IF ANY
PROVISION OF THE PLAN OR ANY TERM OR CONDITION OF ANY AWARD WOULD OTHERWISE
FRUSTRATE OR CONFLICT WITH THIS INTENT, THE PROVISION, TERM, OR CONDITION WILL
BE AMENDED BY THE BOARD OR COMMITTEE IN ITS DISCRETION TO COMPLY WITH SECTION
409A OF THE CODE.
(N)
GOVERNING LAW.
THE PLAN AND ALL DETERMINATIONS MADE AND ACTIONS TAKEN PURSUANT
HERETO SHALL BE GOVERNED BY THE LAWS OF MARYLAND WITHOUT GIVING EFFECT TO THE
CONFLICT OF LAWS PRINCIPLES THEREOF.
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