General Compliance. In no event shall the Company be required to sell or issue Shares under any Award if the sale or issuance thereof would constitute a violation of applicable Federal or state securities laws or regulations or a violation of any other law or regulation of any governmental or regulatory agency or authority or any national securities exchange on which the Shares are listed or traded. As a condition to any sale or issuance of Shares, the Company may place legends on Shares, issue stop transfer orders and require such agreements or undertakings as the Company may deem necessary or advisable to ensure compliance with any such laws or regulations, including, if the Company or its counsel deems it appropriate, representations from the person to whom an Award is granted that he or she is acquiring the Shares solely for investment and not with a view to distribution and that no distribution of the Shares will be made unless registered pursuant to applicable Federal and state securities laws, or in the opinion of counsel of the Company, such registration is unnecessary.

General Compliance. In no eventCompliance with Securities Laws. Shares shall not be issued with respect to this Award unless the Company be required to sell or issueissuance and delivery of such Shares under any Award if the sale or issuance thereof would constitute a violationshall comply with all relevant provisions of applicable Federal or state securities laws or regulations or a violation of any other law or regulation of any governmental or regulatory agency or authority or any national securities exchange on which the Shares are listed or traded. As a condition to any sale or issuance of Shares, the Company may place legends on Shares, issue stop transfer orders and require such agreements or undertakings as the Company may deem necessary or advisable to ensure compliance with any such laws orfederal laws, rules and regulations, including, if the Company or its counsel deems it appropriate, representations from the person to whom an Award is granted that he or she is acquiring the Shares solely for investment and not with a view to distribution and that no distribution of the Shares will be made unless registered pursuant to applicable Federal and state securities laws, orand, in the opinion of counseldiscretion of the Company, such registration is unnecessary.shall be further subject to the approval of counsel for the Company with respect to that compliance.

Compliance with Securities Laws. Each Award shall be subject to the requirement that, if at any time counsel to the Company be requiredshall determine that the listing, registration or qualification of the Shares subject to sellsuch Award upon any securities exchange or issue Shares under any Award ifstate or federal law, or the saleconsent or issuance thereof would constitute a violation of applicable Federal or state securities laws or regulations or a violation of any other law or regulationapproval of any governmental or regulatory agency or authority or any national securities exchange on which the Shares are listed or traded. Asbody, is necessary as a condition of, or in connection with, the issuance or purchase of Shares thereunder, such Award may not be accepted or exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained on conditions acceptable to any sale or issuance of Shares,the Administrator. Nothing herein shall be deemed to require the Company may place legends on Shares, issue stop transfer orders and requireto apply for or to obtain such agreementslisting, registration or undertakings as the Company may deem necessary or advisable to ensure compliance with any such laws or regulations, including, if the Company or its counsel deems it appropriate, representations from the person to whom an Award is granted that he or she is acquiring the Shares solely for investment and not with a view to distribution and that no distribution of the Shares will be made unless registered pursuant to applicable Federal and state securities laws, or in the opinion of counsel of the Company, such registration is unnecessary.qualification.

General Compliance.Section # Compliance With Laws and Regulations. The grant of Awards and the issuance of shares of Stock pursuant to an Award shall be subject to compliance with all applicable requirements of Federal, state, local and non-U.S. law with respect to such securities and the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, no eventAward may be exercised or shares of Stock issued pursuant to an Award unless # a registration statement under the Securities Act shall at the Company be required to sell or issue Shares under any Award if the saletime of such exercise or issuance thereof would constitute a violationbe in effect with respect to the shares issuable pursuant to the Award, or # in the opinion of legal counsel to the Corporation, the shares issuable pursuant to the Award may be issued in accordance with the terms of an applicable Federal or state securities laws or regulations or a violationexemption from the registration requirements of the Securities Act. The inability of the Corporation to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Corporation’s legal counsel to be necessary to the lawful issuance and sale of any other law or regulationshares hereunder shall relieve the Corporation of any governmentalliability in respect of the failure to issue or regulatory agency orsell such shares as to which such requisite authority or any national securities exchange on which the Shares are listed or traded.shall not have been obtained. As a condition to any sale or issuance of Shares,any Stock, the CompanyCorporation may place legends on Shares, issue stop transfer orders and require such agreements or undertakings as the CompanyParticipant to satisfy any qualifications that may deembe necessary or advisableappropriate, to ensureevidence compliance with any such lawsapplicable law or regulations, including, ifregulation and to make any representation or warranty with respect thereto as may be requested by the Company or its counsel deems it appropriate, representations from the person to whom an Award is granted that he or she is acquiring the Shares solely for investment and not with a view to distribution and that no distribution of the Shares will be made unless registered pursuant to applicable Federal and state securities laws, or in the opinion of counsel of the Company, such registration is unnecessary.Corporation.

Securities Laws. No Shares will be made unless registeredissued or transferred pursuant to an Award unless and until all then applicable requirements imposed by Federal and state securities and other laws, rules and regulations and by any regulatory agencies having jurisdiction, and by any exchanges upon which the Shares may be listed, have been fully met. As a condition precedent to the issuance of Shares pursuant to the grant or inexercise of an Award, the opinionCompany may require the Participant to take any reasonable action to meet such requirements. The Committee may impose such conditions on any Shares issuable under the Plan as it may deem advisable, including, without limitation, restrictions under the Securities Act of counsel1933, under the requirements of any exchange upon which such shares of the Company,same class are then listed, and under any blue sky or other securities laws applicable to such registration is unnecessary.shares. The Committee may also require the Participant to represent and warrant at the time of issuance or transfer that the Shares are being acquired only for investment purposes and without any current intention to sell or distribute such shares.

General Compliance. In no eventAn Award shall the Companynot be required to sell or issue Shares under anyeffective unless such Award if the sale or issuance thereof would constitute a violation of applicable Federal or state securities laws or regulations or a violation of any other law or regulation of any governmental or regulatory agency or authority or any national securities exchange on which the Shares are listed or traded. As a condition to any sale or issuance of Shares, the Company may place legends on Shares, issue stop transfer orders and require such agreements or undertakings as the Company may deem necessary or advisable to ensureis in compliance with any such laws or regulations, including, if the Company or its counsel deems it appropriate, representations from the person to whom an Award is granted that he or she is acquiring the Shares solely for investment and not with a view to distribution and that no distribution of the Shares will be made unless registered pursuant toall applicable Federalfederal and state securities laws, rules and regulations of any governmental body, and the requirements of any stock exchange or automated quotation system upon which the Shares may then be listed or quoted, as they are in effect on the opinionGrant Date and also on the date of counselexercise or other issuance. Notwithstanding any other provision in this Plan, the Company shall have no obligation to issue or deliver certificates for Shares under this Plan prior to # obtaining any approvals from governmental agencies that the Company determines are necessary or advisable; and/or # completion of any registration or other qualification of such Shares under any state or federal laws or rulings of any governmental body that the Company, such registration is unnecessary.Company determines to be necessary or advisable. The Company shall be under no obligation to register the Shares with the SEC or to effect compliance with the registration, qualification or listing requirements of any state securities laws, stock exchange or automated quotation system, and the Company shall have no liability for any inability or failure to do so. Evidences of ownership of Shares acquired pursuant to an Award shall bear any legend required by, or useful for purposes of compliance with, applicable securities laws, this Plan or the Award Agreement.