Ownership of Subject Shares; Total Shares. As of the date hereof, such Stockholder is, and (except with respect to any Subject Shares Transferred in accordance with [Section 4.1] hereof or accepted for payment pursuant to the Offer) at all times during the Agreement Period (as defined below) will be, the record or beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all such Stockholder’s Subject Shares and has good and marketable title to all such Subject Shares free and clear of any Liens, except for # any such Lien that may be imposed pursuant to # this Agreement and # any applicable restrictions on transfer under the Securities Act or any state securities law, # community property interests under applicable Law or # any Lien that would not prevent or materially delay or materially impair such Stockholder’s ability to timely perform its obligations or the consummation by such Stockholder of the transactions contemplated by this Agreement (collectively, “Permitted Liens”). Except to the extent of any Subject Shares acquired after the date hereof (which shall become Subject Shares upon that acquisition), the number of Subject Shares listed on [Schedule A] opposite such Stockholder’s name are the only equity interests or other securities in the Company beneficially owned or owned of record by such Stockholder as of the date hereof. Other than the Subject Shares, such Stockholder does not own any shares of Company Common Stock or any other interests in any securities of the Company and has no interest in or voting rights with respect to any securities of the Company.

Total Shares Limitation. Subject to the provisions of this Article, the maximum number of Shares that may be issued or transferred under this Plan shall not exceed in the aggregate 1,500,000 Common Shares, which may be treasury or authorized but unissued Shares.

#Subject to the following provisions of this ​, the maximum number shares of Stock that may be delivered to Participants and their beneficiaries under the Plan shall be 1,775,000.

#

Understanding RE: Subject Shares. He understands and is aware that the Subject Shares have not been registered under the Securities Act of 1933, as amended (the "1933 Act"), nor pursuant to any other Federal law in reliance on exemptions for private offerings contained in [Section 4(a)(2)] and Regulation S of the 1933 Act. He is fully aware that any Subject Shares purchased him are to be sold in reliance upon such exemption based upon his representations, warranties, and agreements set forth herein. He is also aware and understands that such exemption is dependent upon the accuracy of the statements made by him herein.

Shares Subject to Plan. By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan. The Shares granted hereunder are subject to the Plan. The terms and provisions of the Plan, as it may be amended from time to time, are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.

Shares. Prior to the beginning of each calendar year, a Monthly Deferral Participant may elect to have all or a percentage of the Deferred Amount for the following calendar year credited in Shares and allocated to the Participant's Share Account pursuant to ​ hereof.

The Company has all requisite corporate right, power and authority to issue, sell, and deliver the Shares as contemplated by this Agreement; and upon such issuance, sale and delivery, and payment of the Purchase Price therefor as contemplated by this Agreement, the Purchaser will receive good and valid title to the Shares, free and clear of any pledge, lien, security interest, charge, claim, equity or encumbrance of any kind and such Shares will be fully paid and non-assessable, except as may be otherwise provided by Section 630 of the New York Business Corporation Law.

Shares Subject to This Plan. Stock with respect to which Options are granted or issued under this Plan shall be authorized but unissued or reacquired Shares of the Company’s Common Stock. The aggregate number of Shares which may be issued under this Plan shall not exceed three million five hundred thousand (3,500,000) Shares, subject to adjustment under [Section 9].

Counting of Shares Subject to Awards. Any shares of Common Stock that are subject to Awards shall be counted against the share issuance limit set forth in [Section 4.1] as # two (2) shares of Common Stock for everyone # share of Common Stock subject to a Full Value Award, and # one (1) share of Common Stock for everyone # share of Common Stock subject to any Award that is not a Full Value Award. If the number of shares of Common Stock subject to an Award is variable as of the Award Date, the number of shares of Common Stock to be counted against the share issuance limit set forth in [Section 4.1], prior to the settlement of the Award, shall be the maximum number of shares of Common Stock that can be received under that Award.