Conformity to Securities Laws. The Director acknowledges that the Plan and this Agreement are intended to conform to the extent necessary with all provisions of the Securities Act of 1933, as amended, and the Exchange Act, and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder, including, without limitation, the applicable exemptive conditions of Rule 16b-3. Notwithstanding anything herein to the contrary, the Plan and this Agreement shall be administered, and the Award is granted, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

Section # Conformity to Securities Laws. The Director acknowledges that the Plan and this Agreement areis intended to conform to the extent necessary with all provisions of the Securities Act of 1933, as amended, and the Exchange Act,Act and any and all regulations and rules promulgated byunder any of the Securities and Exchange Commission thereunder, including, without limitation,foregoing, to the applicable exemptive conditionsextent the Company, any of Rule 16b-3.its Affiliates or any Participant is subject to the provisions thereof. Notwithstanding anything herein to the contrary, the Plan and this Agreement shall be administered, and the Award is granted,Awards shall be granted and may be exercised, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan and this AgreementAwards granted hereunder shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

Conformity to Securities Laws. TheEach participating Director acknowledges that the Plan and this Agreement areis intended to conform to the extent necessary with all provisions of the Securities Act of 1933, as amended, and the Exchange Act, and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder, including, without limitation, the applicable exemptive conditions of Rule 16b-3.laws. Notwithstanding anything herein to the contrary, the Plan and this Agreement shallwill be administered, and the Award is granted,administered only in such a manner as to conform to such laws, rules and regulations.conformance with applicable laws. To the extent permitted by applicable law,laws permit, the Plan and this Agreement shallwill be deemed amended to the extentas necessary to conform to such laws, rules and regulations.applicable laws (subject to Section 409A).