Participant’s Acknowledgments. The Participant acknowledges that he or she: # has read this Agreement; # has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of the Participant’s own choice or has voluntarily declined to seek such counsel; # understands the terms and consequences of this Agreement; # is fully aware of the legal and binding effect of this Agreement; and # understands that the law firm of Wilmer ale is acting as counsel to the Company in connection with the transactions contemplated by the Agreement, and is not acting as counsel for the Participant.

Participant’s Acknowledgments. The Participant acknowledges that a copy of the Plan has been made available for his review by the Company, and represents that he is familiar with the terms and provisions thereof, and hereby accepts this Award subject to all the terms and provisions thereof. The Participant hereby agrees to accept as binding, conclusive, and final all decisions or interpretations of the Committee or the Board, as appropriate, upon any questions arising under the Plan or this Agreement.

Participant’s Representations. The Participant represents to the Company that:

Participant’s Representations. The Participant agrees that, if he or she is a member of the Company’s Executive Leadership Group at the time a Period of Restriction lapses, and if at the time the Period of Restriction lapses, he or she has not satisfied the Company’s Stock Ownership guidelines, the Participant will continue to hold the Shares received (net of taxes) following the lapse until such time as the Participant has satisfied the Company’s Stock Ownership requirement.

Participant’s Representations. In the event the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), at the time this Option is exercised, Participant shall, if required by the Company, concurrently with the exercise of all or any portion of this Option, deliver to the Company his or her Investment Representation Statement in the form attached hereto as Exhibit B.

The terms and arrangements relating to the grant of Restricted Stock and the offer thereof have been arrived at or made through direct communication with the Company or person acting in its behalf and the Participant;

Date: 1

Acknowledgments. Each party to this Agreement acknowledges that neither the Accounts Bank nor the Lender shall incur any obligation or liability in circumstances where there are insufficient funds deposited in or credited to any Project Account to make a payment in full that would otherwise have been made pursuant to the terms of this Agreement, except to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are found in a final non-appealable judgment by a court of competent jurisdiction to have been caused # with respect to the Lender, solely by the Lender having acted in contravention of the provisions hereof, or # with respect to the Accounts Bank or the Lender, resulting from the Accounts Bank or the Lender’s gross negligence or willful misconduct as finally determined in a non-appealable order by a court of competent jurisdiction, as applicable; and, for the avoidance of doubt, neither the Accounts Bank nor the Lender shall have any liability for the acts or omissions of the other party.

Acknowledgments. You and the Company agree that it is our mutual intent to enter into a valid and enforceable agreement. You and the Company acknowledge the reasonableness of the Restrictive Covenants, including the reasonableness of the geographic area, duration as to time and scope of activity restrained. You further acknowledge that your skills are such that you can be gainfully employed in noncompetitive employment and that the agreement not to compete will not prevent you from earning a

Acknowledgments. (a) The parties hereto intend for: