Payout of Shares to Grantee. The Company shall deliver only to the Grantee (or, if applicable, the Grantee's Beneficiary, estate or Family Member) a certificate or evidence of the issuance of Shares in book-entry form, equal to the aggregate number of vested RSUs credited to the Grantee. Such Shares shall be issued no later than 30 days following the date that the RSUs related to such Shares first vest. The Company's obligation to deliver a stock certificate for these Shares, or evidence of the issuance of Shares in book-entry form, can be conditioned upon the receipt of a representation of investment intent from the Grantee (or the Grantee's Beneficiary, estate or Family Member) in such form as the Committee requires. The Company shall not be required to deliver stock certificates for these Shares, or evidence of the issuance of Shares in book-entry form, prior to: # the listing of those Shares on Nasdaq; or # the completion of any registration or qualification of those Shares required under applicable law.

Payout of Shares to Grantee. The Company shall deliver only to the Grantee (or, if applicable, the Grantee’s Beneficiary, estate or Family Member) a certificate or evidence of the issuance of Shares in book-entry form, equal to the aggregate number of vested RSUs credited to the Grantee. Such Shares shall be issued no later than 30 days following the date that the RSUs related to such Shares first vest. [An alternative distribution date could be provided as long as such distribution date complies with Code Section 409A. Such alternative distribution dates include the Grantee’s separation from service or a specified date. However, it is simpler (and with less chance of Code Section 409A compliance issues) to simply distribute the RSU-related Shares upon vesting, and this will track more closely with the taxation of restricted stock.] The Company’s obligation to deliver a stock certificate for these Shares, or evidence of the issuance of Shares in book-entry form, can be conditioned upon the receipt of a representation of investment intent from the Grantee (or the Grantee’s Beneficiary, estate or Family Member) in such form as the Committee requires. The Company shall not be required to deliver stock certificates for these Shares, or evidence of the issuance of Shares in book-entry form, prior to: # the listing of those Shares on Nasdaq; or # the completion of any registration or qualification of those Shares required under applicable law.

Delivery of Shares. The Company shall, within thirty (30) days of each vesting date above, make prompt delivery of a certificate or book entry statement evidencing such whole shares of Common Stock subject to this Award plus, in the case of the Grant, a check for cash representing all accrued dividends on said stock through such date to the Participant, provided that if any law or regulation requires the Company to take any action with respect to such certificate before the issuance thereof, then the date of delivery of such certificate shall be extended for the period necessary to complete such action. No shares shall be issued and delivered upon exercise of this Award unless and until, in the opinion of counsel for the Company, any applicable registration requirements of the Securities Act of 1933, any applicable listing requirements of any national securities exchange on which stock of the same class is then listed, and any other requirements of law or of any regulatory bodies having jurisdiction over such issuance and delivery, shall have been complied with. In addition, in the case of the RSUs, no Common Stock shall be issued until the Compensation committee has determined that the performance measures entitling the participant to shares of Common Stock were met.