Unless the offering and sale of the Shares to be issued upon the particular exercise of the Option shall have been effectively registered under the Securities Act, the Company shall be under no obligation to issue the Shares covered by such exercise unless the Company has determined that such exercise and issuance would be exempt from the registration requirements of the Securities Act and until the following conditions have been fulfilled:

Notwithstanding anything to the offering and salecontrary contained herein, you may not exercise your option unless the shares of the Shares to be issuedCommon Stock issuable upon the particularsuch exercise of the Option shall have been effectivelyare then registered under the Securities Act, the Company shall be under no obligation to issue the Shares covered byAct of 1933, as amended (the “Securities Act”), or, if such exercise unlessshares of Common Stock are not then so registered, the Company has determined that such exercise and issuance would be exempt from the registration requirements of the Securities ActAct. The exercise of your option also must comply with other applicable laws and untilregulations governing your option, and you may not exercise your option if the following conditions have been fulfilled:Company determines that such exercise would not be in material compliance with such laws and regulations. No Shares will be issued pursuant to the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the requirements of any stock exchange upon which the Shares may then be listed. Assuming such compliance, for income tax purposes the Shares shall be considered

Notwithstanding anything to the offering and salecontrary contained herein, you may not exercise your option unless the shares of the Shares to be issuedCommon Stock issuable upon the particularsuch exercise of the Option shall have been effectivelyare then registered under the Securities Act, the Company shall be under no obligation to issue the Shares covered byAct of 1933, as amended (the “Securities Act”), or, if such exercise unlessshares of Common Stock are not then so registered, the Company has determined that such exercise and issuance would be exempt from the registration requirements of the Securities ActAct. The exercise of your Option also must comply with other applicable laws and untilregulations governing your Option, and you may not exercise your Option if the following conditions have been fulfilled:Company determines that such exercise would not be in material compliance with such laws and regulations. No Shares will be issued pursuant to the exercise of this Option unless such issuance and such exercise shall comply with all relevant provisions of law and the requirements of any stock exchange upon which the Shares may then be listed. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Optionee on the date on which this Option is exercised with respect to such Shares.

Requirements of Law. The Company shall not be required to sell or issue any Shares under any Option if the offeringissuance of such Shares shall constitute a violation by the holder or the Company of any provisions of any law or regulation of any governmental authority. In addition, in connection with the Securities Act, upon exercise of any Option, the Company shall not be required to issue such Shares unless the Committee has received evidence satisfactory to it to the effect that the holder of such Option will not transfer such Shares except pursuant to a registration statement in effect under the Securities Act or unless an opinion of counsel to the Company has been received by the Company to the effect that such registration is not required. Any determination in this connection by the Committee shall be final, binding and saleconclusive. At the request of the Company to enable it to comply with the Securities Act, the person exercising the Option shall also represent in writing that the Shares to be issuedacquired upon the particular exercise of the Option shall have been effectivelyare being acquired for the holder’s own account for investment and not with a view to resale. In the event the Shares issuable on exercise of an Option are not registered under the Securities Act, the Company shall be under no obligation to issuemay imprint the Shares covered by such exercise unlessfollowing legend or any other legend which counsel for the Company has determined that such exercise and issuance would be exempt from the registration requirements ofconsiders necessary or advisable to comply with the Securities Act and until the following conditions have been fulfilled:Act.