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such terms and conditions as the Board shall deem appropriate. The terms and conditions of the restricted stock purchase
            agreements may change from time to time, and the terms and conditions of separate restricted stock purchase agreements
            need not be identical, but each restricted stock purchase agreement shall include (through inclusion or incorporation by
            reference in the agreement or otherwise) the substance of each of the following provisions:

                          (i)    Purchase Price.  The purchase price under each restricted stock purchase agreement shall be such
            amount as the Board shall determine and designate in such restricted stock purchase agreement.  The purchase price shall not
            be less than the par value, if any, of the Common Stock on the date such award is made or at the time the purchase is consum-
            mated.

                          (ii)   Consideration.  The purchase price of Common Stock acquired pursuant to the restricted stock
            purchase agreement shall be paid either: (i) in cash at the time of purchase; (ii) at the discretion of the Board, according to a
            deferred payment or other similar arrangement with the Participant; or (iii) in any other form of legal consideration that may
            be acceptable to the Board in its discretion; provided, however, that payment of the Common Stock’s par value, if any, shall not
            be made by deferred payment.

                          (iii)   Vesting Generally.  Shares of Common Stock acquired under the restricted stock purchase
            agreement may, but need not, be subject to forfeiture to the Company or other restrictions that will lapse in accordance with a
            vesting schedule to be determined by the Board.

                          (iv)   Termination of Participant’s Service.  In the event a Participant’s Service terminates, any or all
            of the shares of Common Stock held by the Participant that have not vested as of the date of termination under the terms of
            the restricted stock purchase agreement shall be forfeited to the Company in accordance with the restricted stock purchase
            agreement.
                          (v)    Transferability.  Rights to acquire shares of Common Stock under the restricted stock purchase
            agreement shall be transferable by the Participant only upon such terms and conditions as are set forth in the restricted stock
            purchase agreement, as the Board shall determine in its discretion, so long as Common Stock awarded under the restricted
            stock purchase agreement remains subject to the terms of the restricted stock purchase agreement.

                   (c)    Stock Appreciation Rights.  Each stock appreciation right agreement shall be in such form and shall
            contain such terms and conditions as the Board shall deem appropriate.  The terms and conditions of stock appreciation right
            agreements may be changed from time to time, and the terms and conditions of separate stock appreciation right agreements
            need not be identical; provided, however, that each stock appreciation right agreement shall include (through incorporation of
            the provisions hereof by reference in the agreement or otherwise) the substance of each of the following provisions:
                          (i)    Strike Price and Calculation of Appreciation.  Each stock appreciation right will be denominated
            in shares of Common Stock equivalents.  The appreciation distribution payable on the exercise of a stock appreciation right
            will not be greater than an amount equal to the excess of (i) the aggregate Fair Market Value on the date of the exercise of the
            stock appreciation right of a number of shares of Common Stock equal to the number of shares of Common Stock equivalents
            in which the Participant is vested under such stock appreciation right and with respect to which the Participant is exercising
            the stock appreciation right on such date over (ii) an amount (the “strike price”) that will be determined by the Board at the
            time of grant of the stock appreciation right; provided, however, that the strike price of a stock appreciation right granted to
            a Director or Employee shall be not less than the Fair Market Value of the Common Stock equivalents subject to the stock
            appreciation right on the date the stock appreciation right is granted.

                          (ii)   Vesting.  At the time of the grant of a stock appreciation right, the Board may impose such restric-
            tions or conditions to vesting of such stock appreciation right as it, in its sole discretion, deems appropriate.

                          (iii)   Exercise.  To exercise any outstanding stock appreciation right, the Participant must provide
            written notice to exercise to the Company in compliance with the provisions of the stock appreciation right agreement
            evidencing such stock appreciation right.

                          (iv)   Payment.  The appreciation distribution in respect to a stock appreciation right may be paid in shares
            of Common Stock, in cash, in any combination of shares of Common Stock and cash, or in any other form of consideration, as
            determined by the Board and contained in the stock appreciation right agreement evidencing such stock appreciation right.


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