Neither the Plan nor any Award will confer upon a Participant any right with respect to continuing the Participant’s relationship as a Service Provider with the Company, nor will they interfere in any way with the Participant’s right or the Company’s right to terminate such relationship at any time, with or without cause, to the extent permitted by Applicable Laws.

No Effect on Employment or Service. Nothing in the Plan will interfere with or limit in any way the right of the Company to terminate any Participant’s employment or service at any time, with or without cause. Employment with the Company and its Affiliates is on an at-will basis only. For purposes of the Plan, transfer of employment of a Participant between the Company and any one of its Affiliates (or between Affiliates) will not be deemed a termination of employment. The Company expressly reserves the right, which may be exercised at any time and without regard to when during a Performance Period such exercise occurs, to terminate any individual’s employment with or without cause, and to treat him or her without regard to the effect that such treatment might have upon him or her as a Participant.

No Continued Service. Nothing in this Certificate will confer upon You any right to continue in the service of the Company as a member of the Board.

No Service Contract. The adoption and maintenance of this Plan shall not be deemed to confer on any Outside Director any right to continue in the service of the Company, and shall not be deemed to interfere with the right of the Company to terminate the service of any Outside Director.

Effect of Termination of Service. Except as otherwise provided in accordance with [Section 3(b) or 3(c)])] of this Agreement, if you cease to be a Service Provider, you will immediately forfeit all unvested Units.

The following provisions shall govern the exercise of any options granted pursuant to the Discretionary Grant Program that are outstanding at the time of the Optionee’s cessation of Service or death:

Effect of Termination of Service. Except as otherwise provided in accordance with Section 4(b) of this Agreement, if you cease to be a Service Provider, you will immediately forfeit all unvested Restricted Shares and all retained dividends and distributions that relate to such unvested Restricted Shares. Any Restricted Shares that are forfeited shall be returned to the Company for cancellation. You shall have no further rights as a shareholder of the Company with respect to the forfeited Shares, including, without limitation, any right to receive any dividend or distribution payable to shareholders of record on or after the date of such forfeiture.

The paragraph headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

No Material Adverse Effect. Since the date of the most recent financial statements of the Company included or incorporated by reference in the Registration Statement and Prospectus, there has not been # any Material Adverse Effect, or any development that would result in a Material Adverse Effect, # any transaction which is material to the Company and the Subsidiaries taken as a whole, # any obligation or liability, direct or contingent (including any off-balance sheet obligations), incurred by the Company or the Subsidiaries, which is material to the Company and the Subsidiaries taken as a whole, # any material change in the capital stock (other than # the grant of additional options under the Company’s existing stock option plans, # changes in the number of outstanding Common Stock of the Company due to the issuance of shares upon the exercise or conversion of securities exercisable for, or convertible into, Common Stock outstanding on the date hereof, # as a result of the issuance of Placement Shares, # any repurchases of capital stock of the Company, # as described in a proxy statement filed on [Schedule 14A] or a Registration Statement on Form S-4, or # otherwise publicly announced) or outstanding long-term indebtedness of the Company or the Subsidiaries or # any dividend or distribution of any kind declared, paid or made on the capital stock of the Company or any Subsidiary, other than in each case above in the ordinary course of business or as otherwise disclosed in the Registration Statement or Prospectus (including any document incorporated by reference therein).

No Effect on Employment. The establishment and subsequent operation of the Plan, including eligibility as a Covered Executive, will not be construed as conferring any legal or other rights upon any Covered Executive for the continuation of his or her employment for any Performance Period or any other period. Generally, employment with the Company is on an “at will” basis only. Participation in this Plan does not change the at will nature of a Covered Executive’s employment with the Company. Except as may be provided in a separately executed employment agreement with the Covered Executive, the Company expressly reserves the right, which may be exercised at any time during a Performance Period, to terminate any individual’s employment without cause and without regard to the effect such termination might have upon the Participant’s receipt of a bonus under the Plan.