ARTICLE IV
SHARES ISSUABLE UNDER PLAN
Section 4.01. Number of Shares. The Restricted Shares issuable under the Plan shall be the Companys authorized but unissued,
or reacquired, common stock, or shares purchased in the open market. The maximum number of Restricted Shares of common stock that may be issued under the Plan shall be 600,000, as adjusted pursuant to Section 4.02.
Section 4.02. Adjustment. If the Company shall at any time increase or decrease the number of its outstanding shares of common
stock or change in any way the rights and privileges of such shares by means of a payment of a stock dividend or any other distribution upon such shares payable in common stock, or through a stock split, reverse stock split, subdivision,
consolidation, combination, reclassification, or recapitalization involving common stock, then the numbers, rights and privileges of the Restricted Shares issuable under Section 4.01 shall be increased, decreased or changed in like manner.
ARTICLE V
MISCELLANEOUS
PROVISIONS
Section 5.01. No Right to be Elected. Neither the Plan nor any action taken hereunder shall be construed as
giving any Non-Employee Director any right to be elected or re-elected as a director of the Company.
Section 5.02. Non-Assignment. A participants rights and interest under the Plan may
not be assigned or transferred, hypothecated or encumbered, in whole or in part, either directly or by operation of law or otherwise (except, in the event of a participants death, by will or the laws of descent and distribution), including,
without limitation, execution, levy, garnishment, attachment, pledge, bankruptcy, or in any other manner; and no such right or interest of any participant in the Plan shall be subject to any obligation or liability of such participant.
Section 5.03. Compliance with Applicable Laws. No Restricted Shares shall be issued hereunder unless counsel for the Company shall
be satisfied that such issuance will be in compliance with applicable federal, state, local and foreign securities, securities exchange, and other applicable laws and regulations.
Section 5.04. Withholding. It shall be a condition to the obligation of the Company to issue Restricted Shares hereunder that the
participant pay to the Company, to the extent required by law and upon its demand, such amount as may be requested by the Company for the purpose of satisfying any liability to withhold federal, state, local or foreign income or other taxes. A
participant in the Plan may satisfy the withholding obligation, in whole or in part, by electing to have the Company withhold shares of common stock, otherwise issuable under the Plan, having a Fair Market Value equal to the amount required to be
withheld. If the amount requested is not paid, the Company shall have no obligation to issue, and the participant shall have no right to receive, Restricted Shares.
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