This Agreement and the Plan and Policy embody the entire agreement and understanding between the Company and you with respect to the Restricted Shares, and there are no representations, promises, covenants, agreements or understandings with respect to the Restricted Shares other than those expressly set forth in this Agreement and the Plan or Policy. In the event of any conflict between this Agreement and the Plan or Policy, the terms of the Plan or Policy will govern.

This Agreement and the Plan and Policy embody the entire agreement and understanding between the Company and you with respect to the Restricted Shares,Share Units, and there are no representations, promises, covenants, agreements or understandings with respect to the Restricted SharesShare Units other than those expressly set forth in this Agreement and the Plan or Policy.Plan. In the event of any conflict between this Agreement and the Plan or Policy,Plan, the terms of the Plan or Policy will govern.

Entire Agreement. This Agreement and the Plan and Policy embodyset forth the entire agreement and understanding betweenof the Company and youparties hereto with respect to the Restricted Shares,issuance and there are no representations, promises, covenants, agreements or understandings with respect todelivery of the Restricted Shares other than those expressly set forth in this Agreement and supersede all prior agreements, arrangements, plans, and understandings relating to the Plan or Policy. In the eventissuance and delivery of any conflict between this Agreement and the Plan or Policy, the terms of the Plan or Policy will govern.these Restricted Shares.

Entire Agreement. This Agreement and the Plan and Policy embodyset forth the entire agreement and understanding betweenof the Company and youparties hereto with respect to the Restricted Shares,issuance and there are no representations, promises, covenants, agreements or understandings with respect todelivery of the Restricted Shares other than those expressly set forth in this Agreement and the Plan or Policy. In the event of any conflict between this Agreement and the Plan or Policy, the termsadministration of the Plan or Policy will govern.and supersede all prior agreements, arrangements, plans, and understandings relating to the issuance and delivery of these Restricted Shares and the administration of the Plan.