Entire Agreement; Governing Law; Severability; Etc. This Agreement and the Plan constitute the entire agreement of the parties and supersede in their entirety all prior understandings and agreements of the Company and Grantee with respect to the subject matter hereof and thereof, and shall be interpreted in accordance with, and shall be governed by, the laws of the State of Ohio, subject to any applicable federal or state securities laws. Should any provision of this Agreement be determined by a court of law to be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable. This Agreement may be executed in two counterparts, each of which shall be deemed to be an original, and both of which, together, shall constitute the same agreement.

Entire Agreement; Governing Law; Severability; Etc.Amendment; Severability. This Agreement and the Plan constituteembody the entire agreementunderstanding of the parties and supersede in their entirety all prior understandings and agreements of the Company and Grantee with respect toregarding the subject matter hereof and thereof,will supersede all prior agreements and shall be interpretedunderstandings, oral or written, between the parties with respect thereto. Except as otherwise provided in accordance with, and shall be governed by, the laws[Section 15.4] (Amendment to Conform to Law) of the StatePlan, no change, alteration or modification of Ohio, subject tothis Agreement may adversely affect in any applicable federal or state securities laws. Shouldmaterial way your rights under this Agreement without your prior written consent. If any provision of this Agreement or the application of any provision hereof is declared to be determinedillegal, invalid, or otherwise unenforceable by a court of law tocompetent jurisdiction, the remainder of this Agreement will not be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable. This Agreement may be executed in two counterparts, each of which shall be deemed to be an original, and both of which, together, shall constitute the same agreement.affected thereby.