Stockholders Agreement. As a condition to the exercise of this option, in whole or in part, the Participant, prior to such exercise of this option, shall execute and deliver or shall have executed and delivered to the Company the counterpart signature page attached hereto as [Exhibit A] to the Third Amended and Restated Stockholders Agreement dated as of ​, as amended from time to time (the “Stockholders Agreement”), among the Company and the Stockholders (as defined therein) agreeing to become a party to the Stockholders Agreement and be bound by the terms thereof; provided that if the Participant has previously executed and delivered the Stockholders Agreement, the Participant need only reaffirm his obligations thereunder; and provided further that the Participant shall not be obligated to execute and deliver the Stockholders Agreement in the event that it has expired or been terminated.

Stockholders Agreement. Notwithstanding the foregoing, in the event that and for so long as the Shares are subject to a right of first refusal in favor of the Company under the terms of the Stockholders Agreement, paragraphs ​ shall be of no force or effect.

Stockholders’ Equity. Stockholders’ Equity means the sum of # issued capital stock, # additional paid-in capital and # earnings retained in the business and reserves created by appropriations therefrom, minus the cost of treasury stock, all as shown in the Company’s consolidated balance sheet.

Prohibited Stockholders. Purchaser understands that federal regulations and executive orders administered by the United States Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) prohibit, among other things, the engagement in transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals. Purchaser represents and warrants that it is not a person named on an OFAC list, nor is Purchaser a person with whom dealings are prohibited under any OFAC regulation.

Additional Stockholders. As a condition to the issuance of any shares of capital stock to any person(s) after the date hereof (including any optionee) who is an executive officer of the Company or who would thereafter own 5% of the capital stock of the Company shall require that such person(s) execute and deliver a counterpart of this Agreement, agreeing to be bound by this Agreement.

Registration Rights and Stockholders’ Agreement. The Company and the Selling Stockholder are party to a Registration Rights and Stockholders’ Agreement dated as of ​ as amended by Amendment No. 1 to Registration Rights and Stockholders' Agreement dated as of ​ (as amended, the “Registration Rights Agreement”). Notwithstanding anything to the contrary in this [Section 6] or [Section 8(h)], the indemnification and contribution provisions of the Registration Rights Agreement, as between the Company and the Selling Stockholder, shall apply to any offering of securities contemplated by this Agreement.

Rights as Stockholders. Subject to [Section 7.4] hereof, upon issuance of Restricted Stock, the Participant shall have, unless otherwise provided by the Administrator, all the rights of a stockholder with respect to said shares, subject to the restrictions in an applicable Program or in the applicable Award Agreement, including the right to receive all dividends and other distributions paid or made with respect to the shares; provided, however, that, in the sole discretion of the Administrator, any extraordinary distributions with respect to the shares shall be subject to the restrictions set forth in [Section 7.3] hereof.

Average Stockholders’ Equity. Average Stockholders’ Equity for a Performance Period means the average of the Stockholders’ Equity of the Company as of the last day of the immediately preceding Performance Period and the last day of each month in the Performance Period.

Ten-Percent Stockholders. An Employee who owns more than 10% of the total combined voting power of all classes of outstanding stock of the Company, a Parent or Subsidiary shall not be eligible for the grant of an ISO unless such grant satisfies the requirements of Section 422(c)(5) of the Code.

No Stockholders Rights. Except as otherwise provided herein or in an applicable Program or Award Agreement, a Participant shall have none of the rights of a stockholder with respect to Shares covered by any Award until the Participant becomes the record owner of such Shares.