Governing Law; Submission to Jurisdiction. All questions arising with respect to the provisions of the Plan and Awards shall be determined by application of the laws of the State of Delaware, without giving effect to any conflict of law provisions thereof, except to the extent Delaware law is preempted by federal law. The obligation of the Company to sell and deliver Stock hereunder is subject to applicable federal and state laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such Stock. Except to the extent otherwise provided in any applicable Award Agreement, with respect to any claim or dispute related to or arising under this Plan, the Company and the Participants consent to the exclusive jurisdiction, forum and venue of the state and federal courts located in Dallas County, Texas.

Governing Law; SubmissionLaw. The Plan is governed by and subject to Jurisdiction. Allthe laws of the United States of America. To the extent permitted by the laws of the jurisdiction where the Participant works, all questions arising with respectpertaining to the construction, interpretation, regulation, validity and effect of the provisions of this Award and any rights under the Plan and Awards shall be determined by application ofin accordance with the laws of the State of Delaware, without giving effect to any conflict of law provisions thereof, except to the extent Delaware law is preempted by federal law. The obligation of the Company to sell and deliver Stock hereunder is subject to applicable federal and state laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such Stock. Except to the extent otherwise provided in any applicable Award Agreement, with respect to any claim or dispute related to or arising under this Plan, the Company and the Participants consent to the exclusive jurisdiction, forum and venue of the state and federal courts located in Dallas County, Texas.the District of Delaware shall be the exclusive forum for any dispute arising out of or related to the Award or the Award Agreement and the Participant consents to and waives any objection to the exercise of personal jurisdiction and venue by such courts.

Governing Law; SubmissionLaw. The Plan is governed by and subject to Jurisdiction.the laws of the United States of America. All questions arising with respectpertaining to the construction, interpretation, regulation, validity and effect of the provisions of this Award and any rights under the Plan and Awards shall be determined by application ofin accordance with the laws of the State of Delaware, without giving effect to any conflict of law provisions thereof, except to the extent Delaware law is preempted by federal law. The obligation of the Company to sell and deliver Stock hereunder is subject to applicable federal and state laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such Stock. Except to the extent otherwise provided in any applicable Award Agreement, with respect to any claim or dispute related to or arising under this Plan, the Company and the Participants consent to the exclusive jurisdiction, forum and venue of the state and federal courts located in Dallas County, Texas.the District of Delaware shall be the exclusive forum for any dispute arising out of or related to the Award or the Award Agreement and the Participant consents to and waives any objection to the exercise of personal jurisdiction and venue by such courts.

Governing Law; SubmissionLaw. The Plan is governed by and subject to Jurisdiction.the laws of the United States of America. All questions arising with respectpertaining to the construction, interpretation, regulation, validity and effect of the provisions of this Award and any rights under the Plan and Awards shall be determined by application ofin accordance with the laws of the State of Delaware, without giving effect to any conflict of law provisions thereof, except to the extent Delaware law is preempted by federal law. The obligation of the Company to sell and deliver Stock hereunder is subject to applicable federal and state laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such Stock. Except to the extent otherwise provided in any applicable Award Agreement, with respect to any claim or dispute related to or arising under this Plan, the Company and the Participants consent to the exclusive jurisdiction, forum and venue of the state and federal courts located in Dallas County, Texas.the District of Delaware shall be the exclusive forum for any dispute arising out of or related to the Award or the Award Agreement and the Participant consents to and waives any objection to the exercise of personal jurisdiction and venue by such courts.

Governing Law; SubmissionLaw and Consent to Jurisdiction. AllSubject to [Section 19(h)] below, all questions arising with respectpertaining to the construction, interpretation, regulation, validity and effect of the provisions of this Award and any rights under the Plan and Awards shall be determined by application ofin accordance with the laws of the State of Delaware, without giving effect to any conflict of law provisions thereof, except to the extent Delaware law is preempted by federal law.Delaware. The obligation of the Company to sell and deliver Stock hereunder is subject to applicable federal and state laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such Stock. Except to the extent otherwise provided in any applicable Award Agreement, with respect to any claim or dispute related to or arising under this Plan, the CompanyCorporation, its Affiliates, and the Participants consentParticipant # hereby irrevocably submit to the exclusive jurisdiction, forum and venuejurisdiction of the state and federal courts located in Dallas County, Texas.the State of Delaware for the purposes of any claim or action arising out of or based upon this Award Agreement or relating to the subject matter hereof; # hereby waive, to the extent not prohibited by applicable law, and agree not to assert by way of motion, as a defense or otherwise, in any such claim or action, any claim that it, he or she is not subject personally to the jurisdiction of the above-named courts, that its, his or her property is exempt or immune from attachment or execution, that any such proceeding brought in the above-named court is improper or that this Award Agreement or the subject matter hereof may not be enforced in or by such court; and # hereby agree not to commence any claim or action arising out of or based upon this Award Agreement or relating to the subject matter hereof other than before the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such claim or action to any court other than the above-named courts whether on the grounds of inconvenient forum or otherwise; provided, however, that the Corporation, its Affiliates, and the Participant may seek to enforce a judgment issued by the above-named courts in any proper jurisdiction. The Corporation, its Affiliates, and the Participant hereby consent to service of process in any such proceeding, and agree that service of process by registered or certified mail, return receipt requested is reasonably calculated to give actual notice.

Governing Law; Submission to Jurisdiction. All questions arising with respect to the provisionsLaw. The validity, construction and effect of the Plan and Awardsthe Award Agreement, and any rules and regulations relating to the Plan and the Award Agreement, shall be determined by applicationin accordance with the internal laws, and not the law of the lawsconflicts, of the State of Delaware, without giving effect to any conflict of law provisions thereof, exceptDelaware. Participant hereby submits to the extent Delaware law is preempted by federal law. The obligation of the Company to sell and deliver Stock hereunder is subject to applicable federal and state laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such Stock. Except to the extent otherwise provided in any applicable Award Agreement, with respect to any claim or dispute related to or arising under this Plan, the Company and the Participants consent to the exclusive jurisdiction, forumnonexclusive jurisdiction and venue of the federal or state courts of Delaware to resolve any and federal courts located in Dallas County, Texas.all issues that may arise out of or relate to the Plan or the Award Agreement.

Delaware Law to Jurisdiction.Govern. The Plan is governed by and subject to the laws of the United States of America. All questions arising with respectpertaining to the construction, interpretation, regulation, validity and effect of the provisions of this Award and any rights under the Plan and Awards shall be determined by application ofin accordance with the laws of the State of Delaware, without giving effect to any conflict of law provisions thereof, except to the extent Delaware law is preempted by federal law. The obligation of the Company to sell and deliver Stock hereunder is subject to applicable federal and state laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such Stock. Except to the extent otherwise provided in any applicable Award Agreement, with respect to any claim or dispute related to or arising under this Plan, the Company and the Participants consent to the exclusive jurisdiction, forum and venue of the state and federal courts located in Dallas County, Texas.the District of Delaware shall be the exclusive forum for any dispute arising out of or related to the Award or the Award Agreement and the Participant consents to and waives any objection to the exercise of personal jurisdiction and venue by such courts.

Governing Law; Submission to Jurisdiction. All questions arising with respect to theLaw. The provisions of the Plan and all Awards made hereunder shall be determinedgoverned by application ofand interpreted in accordance with the laws of the State of Delaware, without giving effect to any conflict of excluding choice-of-law provisions thereof, except to the extent Delaware law is preempted by federal law. The obligationprinciples of the Company to sell and deliver Stock hereunder is subject to applicable federal and state laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or deliverylaw of such Stock. Except tostate that would require the extent otherwise provided in any applicable Award Agreement, with respect to any claim or dispute related to or arising under this Plan, the Company and the Participants consent to the exclusive jurisdiction, forum and venueapplication of the state and federal courts located in Dallas County, Texas.laws of a jurisdiction other than the State of Delaware.

Governing Law; Submission to Jurisdiction. All questions arising with respect to theLaw. The provisions of the Plan and all Awards made hereunder shall be determinedgoverned by application ofand interpreted in accordance with the laws of the State of Delaware, without giving effect to any conflict of excluding choice-of-law provisions thereof, except to the extent Delaware law is preempted by federal law. The obligationprinciples of the Company to sell and deliver Stock hereunder is subject to applicable federal and state laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or deliverylaw of such Stock. Except tostate that would require the extent otherwise provided in any applicable Award Agreement, with respect to any claim or dispute related to or arising under this Plan, the Company and the Participants consent to the exclusive jurisdiction, forum and venueapplication of the state and federal courts located in Dallas County, Texas.laws of a jurisdiction other than such state.

Section # Governing Law; SubmissionLaw. To the extent not preempted by Federal law, the Plan, any Award Agreement, and documents evidencing Awards or rights relating to Jurisdiction. All questions arising with respect to the provisions of the PlanAwards will be construed, administered and Awards shall be determinedgoverned in all respects under and by application of the laws of the State of Delaware, without giving effect to anyits conflict of law provisions thereof, except to the extent Delaware law is preempted by federal law. The obligationlaws principles. If any provision of the CompanyPlan will be held by a court of competent jurisdiction to sell and deliver Stock hereunder is subjectbe invalid or unenforceable, the remaining provisions hereof will continue to applicable federal and state laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such Stock. Except to the extent otherwise provided in any applicable Award Agreement, with respect to any claim or dispute related to or arising under this Plan, the Company and the Participants consent to the exclusive jurisdiction, forumbe fully effective. The jurisdiction and venue for any disputes arising under, or any action brought to enforce (or otherwise relating to), the Plan will be exclusively in the courts in the State of Illinois, County of Cook, including the state and federal courtsFederal Courts located in Dallas County, Texas.therein (should Federal jurisdiction exist).