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Common Stock under any Stock Award, (i) to give written assurances satisfactory to the Company as to the Participant’s
            knowledge and experience in financial and business matters and/or to employ a purchaser representative reasonably satisfac-
            tory to the Company who is knowledgeable and experienced in financial and business matters and that he or she is capable
            of evaluating, alone or together with the purchaser representative, the merits and risks of exercising the Stock Award; and
            (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock subject to
            the Stock Award for the Participant’s own account and not with any present intention of selling or otherwise distributing the
            Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, shall be inoperative
            if (1) the issuance of the shares of Common Stock upon the exercise or acquisition of Common Stock under the Stock Award
            has been registered under a then currently effective registration statement under the Securities Act or (2) as to any particular
            requirement, a determination is made by counsel for the Company that such requirement need not be met in the circum-
            stances under the then applicable securities laws. The Company may, upon advice of counsel to the Company, place legends
            on stock certificates issued under the Plan as such counsel deems necessary or appropriate in order to comply with applicable
            securities laws, including, but not limited to, legends restricting the transfer of the Common Stock.

                   (f)    Withholding Obligations.  To the extent provided by the terms of a Stock Award Agreement, the Partici-
            pant may satisfy any federal, state or local tax withholding obligation relating to the exercise or acquisition of Common Stock
            under a Stock Award by any of the following means (in addition to the Company’s right to withhold from any compensation
            paid to the Participant by the Company) or by a combination of such means: (i) tendering a cash payment; (ii) authorizing the
            Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable to the Participant as a
            result of the exercise or acquisition of Common Stock under the Stock Award, provided, however, that no shares of Common
            Stock are withheld with a Fair Market Value exceeding the minimum amount of tax required to be withheld by law (or such
            lesser amount as may be necessary to avoid variable award accounting); or (iii) delivering to the Company owned and unen-
            cumbered shares of Common Stock of the Company.


            11.    ADJUSTMENTS UPON CHANGES IN STOCK.
                   (a)    Capitalization Adjustments.  If any change is made in the Common Stock subject to the Plan, or subject
            to any Stock Award, without the receipt of consideration by the Company (through merger, consolidation, reorganization,
            recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating dividend,
            combination of shares, exchange of shares, change in corporate structure or other transaction not involving the receipt of
            consideration by the Company), the Plan will be appropriately adjusted in the class and maximum number of shares subject
            to the Plan pursuant to subsection 4(a) and the maximum number of shares subject to award to any person pursuant to
            subsection 5(c), and the outstanding Stock Awards will be appropriately adjusted in the class and number of shares and
            price per share of Common Stock subject to such outstanding Stock Awards. The Board shall make such adjustments, and its
            determination shall be final, binding and conclusive.  For clarity, the conversion of any convertible securities of the Company
            shall not be treated as a transaction “without receipt of consideration” by the Company.

                   (b)    Dissolution or Liquidation.  In the event of a dissolution or liquidation of the Company, all outstanding
            Stock Awards shall terminate immediately prior to such event, and shares of bonus stock and restricted stock subject to the
            Company’s repurchase option or to forfeiture under subsections 7(a)(iii) and 7(b)(iii) may be repurchased by the Company or
            forfeited notwithstanding the fact that the holder of such stock is still in Service.
                   (c)    Corporate Transaction.  In the event of a Corporate Transaction, any surviving corporation or acquiring
            corporation may assume any Stock Awards outstanding under the Plan or may substitute similar stock awards (including an
            award to acquire the same consideration paid to the stockholders in the transaction described in this subsection 11(c)) for
            those outstanding under the Plan.  Unless the Stock Award Agreement otherwise provides, in the event any surviving corpora-
            tion or acquiring corporation does not assume such Stock Awards or substitute similar stock awards for those outstanding
            under the Plan, then the Stock Awards shall terminate if not exercised at or prior to such event.

            12.    AMENDMENT OF THE PLAN AND STOCK AWARDS.
                   (a)    Amendment of Plan.  The Board at any time, and from time to time, may amend the Plan. However, except
            as provided in Section 11 relating to adjustments upon changes in Common Stock, no amendment shall be effective unless
            approved by the stockholders of the Company to the extent stockholder approval is necessary to satisfy the requirements of
            Section 422 of the Code, Rule 16b-3 or any securities exchange listing requirements.


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