Incorporation of Plan Provisions. These Terms and Conditions and the Agreement are made pursuant to the Plan, the provisions of which are hereby incorporated by reference. Capitalized terms not otherwise defined herein shall have the meanings set forth for such terms in the Plan. In the event of a conflict between the terms of these Terms and Conditions and the Agreement and the Plan, the terms of the Plan shall govern.

Incorporation of Plan Provisions. These Terms and Conditions and the Agreement are made pursuant to the Plan, theThe provisions of whichthe Plan are hereby incorporated herein by reference. CapitalizedAll capitalized terms that are not otherwise defined herein shallin this Agreement have the meanings set forth for such terms in the Plan. In the eventExcept as otherwise expressly provided in this Agreement, in case of aany conflict between the terms of these Terms and Conditions and thethis Agreement and the Plan, the terms of the Plan shall govern.control.

Incorporation of Plan Provisions. These Terms and Conditions and the Agreement are made pursuant to the Plan, theThe provisions of whichthe Plan are hereby incorporated herein by reference. CapitalizedAll capitalized terms that are not otherwise defined herein shallin this Agreement have the meanings set forth for such terms in the Plan. In the eventExcept as otherwise expressly provided in this Agreement, in case of aany conflict between the terms of these Terms and Conditions and thethis Agreement and the Plan, the terms of the Plan shall govern.control.

Incorporation by Reference of Plan Provisions. These Terms and Conditions and the Agreement are made pursuant to the Plan, thePlan. The provisions of whichthe Plan are hereby incorporated by reference.reference herein and shall govern as to all matters not expressly provided for in this Agreement. Capitalized terms not otherwise defined herein shall have the meanings set forth for such terms in the Plan. In the event of aany conflict between the terms of these Terms and Conditions and thethis Agreement and the Plan, the terms of the Plan shall govern.

Incorporation of Plan Provisions. These Termsthe Plan. All terms and Conditions and the Agreement are made pursuant to the Plan, the provisions of whichthe Plan are hereby incorporated by reference. Capitalizedherein and made part hereof as if stated herein. If any provision hereof and of the Plan shall be in conflict, the terms of the Plan shall govern. All capitalized terms used herein and not otherwise defined herein shall have the meanings set forth for such termsassigned to them in the Plan. In the event of a conflict between the terms of these Terms and Conditions and the Agreement and the Plan, the terms of the Plan shall govern.

Incorporation of Plan Provisions. These Terms and Conditions and theThis Agreement are made pursuantis subject to the Plan, the provisionsterms and conditions of which are hereby incorporated by reference. Capitalized terms not otherwise defined herein shall have the meanings set forth for such terms in the Plan. In the event of a conflict between the terms of these Terms and Conditions and the Agreement and the Plan, and the terms of the Plan shall govern.control in the event any provision of this Agreement is inconsistent with and not permitted by the provisions of the Plan. The capitalized terms used but not defined in this Agreement that are defined in the Plan shall have the meanings assigned to them in the Plan.

Incorporation of Plan Provisions. These Terms and Conditions andProvisions of the Agreement are made pursuant to the Plan,Plan. All of the provisions of the Plan pursuant to which the Shares are granted are hereby incorporated by reference. Capitalizedreference and made a part hereof as if specifically set forth herein, and to the extent of any conflict between this Agreement and the terms contained in the Plan, the Plan shall control. To the extent any capitalized terms are not otherwise defined hereinherein, they shall have the meanings set forth for such terms in the Plan. In the event of a conflict between the terms of these Terms and Conditions and the Agreement and the Plan, the terms of the Plan shall govern.

Incorporation of Plan Provisions. These Terms and Conditions and the Agreement are made pursuant to the Plan, the provisions of which are hereby incorporated by reference. Capitalized terms not otherwise defined hereinin this Agreement shall have the meanings set forth for such termsmeaning provided in the Plan. In the event ofThe Plan is incorporated into, and made a conflict between the terms of these Terms and Conditions and the Agreement and the Plan, the terms of the Plan shall govern.part of, this Agreement.

Incorporation of Plan Provisions. These Terms and Conditions and the Agreement are made pursuantNotwithstanding anything contained herein to the contrary, this Agreement is subject to, and shall be construed in accordance with, the terms of the Plan, the provisions of which are herebyis incorporated by reference. Capitalized terms not otherwise definedreference herein shall have the meaningsand made a part of this Agreement as if fully set forth for such terms in the Plan.herein. In the event of a conflictany inconsistency between the terms of these Terms and Conditionshereof and the Agreement andterms of the Plan, the terms of the Plan shall govern.

Incorporation by Reference. The provisions of the Plan Provisions. These Terms and Conditions and theare incorporated herein by reference. Except as otherwise expressly set forth herein, this Agreement are made pursuant to the Plan,shall be construed in accordance with the provisions of which are hereby incorporated by reference. Capitalized terms not otherwise defined herein shall have the meanings set forth for such terms in the Plan. In the event of a conflict between the terms of these Terms and Conditions and the Agreement and the Plan, the terms of the Plan shall govern.