there will be placed on the certificates
evidencing the Shares a legend stating in substance:
FOR U.S. PERSONS:
THE SHARES OF COMMON STOCK HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "1933 ACT"), OR UNDER ANY APPLICABLE STATE OR FOREIGN
LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE
REGISTERED OWNER HEREOF FOR INVESTMENT AND NOT WITH A VIEW TO OR FOR SALE IN
CONNECTION WITH ANY DISTRIBUTION THEREOF WITHIN THE MEANING OF THE 1933 ACT. THE
SHARES MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR ASSIGNED EXCEPT IN A TRANSACTION
WHICH IS EXEMPT UNDER THE PROVISIONS OF THE 1933 ACT OR ANY APPLICABLE STATE
SECURITIES LAWS, OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR IN A
TRANSACTION OTHERWISE IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES
LAWS.
FOR NON-U.S. PERSONS:
THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR WITH ANY SECURITIES REGULATORY
AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES OF AMERICA OR
ANY NON-U.S. JURISDICTION, AND THE OFFER, SALE, PLEDGE AND OTHER TRANSFER OF THE
SECURITIES (OR BENEFICIAL INTEREST THEREIN), AND ENTERING INTO HEDGING
TRANSACTIONS WITH REGARD THERETO, IS SUBJECT TO CERTAIN CONDITIONS AND
RESTRICTIONS. THE SECURITIES (AND BENEFICIAL INTERESTS THEREIN) MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, AND HEDGING TRANSACTIONS
MAY BE ENTERED INTO WITH REGARD THERETO, ONLY IN COMPLIANCE WITH THE SECURITIES
ACT AND OTHER APPLICABLE LAWS OF THE STATES, TERRITORIES AND POSSESSIONS OF THE
UNITED STATES OF AMERICA GOVERNING THE OFFER AND SALE OF SECURITIES, AND BEFORE
THE EXPIRATION OF THE PERIOD ENDING TWELVE-MONTHS AFTER THE ISSUANCE DATE OF THE
SECURITIES (SUCH PERIOD THE "DISTRIBUTION COMPLIANCE PERIOD"), ONLY: (a) IN AN
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OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR 904 OF REGULATION S UNDER
THE SECURITIES ACT, or (b) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT. THE COMPANY MAY REFUSE TO REGISTER
AND ISSUE STOP ORDER INSTRUCTIONS WITH RESPECT TO ANY TRANSFER OF THE SECURITIES
NOT MADE IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S.
(b) All certificates evidencing Restricted Shares shall bear an additional
legend stating in substance:
THE SALE OR OTHER DISPOSITION OF THE SHARES OF COMMON STOCK REPRESENTED BY THIS
CERTIFICATE ARE RESTRICTED BY AND SUBJECT TO THE PROVISIONS OF A RESTRICTED
STOCK AGREEMENT, A COPY OF WHICH WILL BE FURNISHED BY THE CORPORATION WITHOUT
CHARGE UPON THE REQUEST OF ANY STOCKHOLDER. ANY SUCH REQUEST SHOULD BE ADDRESSED
TO THE SECRETARY OF THE CORPORATION.
Following the lapse or termination of the Restrictions in accordance with
Section 2, upon written request of the Investor, FTI shall promptly remove or
cause to be removed the legend set forth in this Section 3(b), and deliver the
stock certificates evidencing such Shares to the Investor or in accordance with
his written instruction.
Section 4. Employment Rights. To the extent that Investor is employed by FTI or
any of its affiliates, no provision