Common use of 10b5-1 Plans Clause in Contracts

10b5-1 Plans. The following provisions shall apply solely with respect to sales pursuant to a trading plan established in accordance with Rule 10b5-1(c) of the Securities Act and approved by the Company (a “10b5-1 Plan”): (A) Delivery of 10b5-1 Plan Notice in Connection with Establishment of 10b5-1 Plan. A current or former employee, director or officer of the Company or any of its Subsidiaries shall be deemed to have delivered the notice describing the manner and circumstances of intended Transfers required by Section 4(f)(ii) with respect to sales under a 10b5-1 Plan, if such Holder delivers the following documents at least 15 days (or 5 Business Days if such 10b5-1 Plan was established prior to November 13, 2013) prior to the commencement of sales under such 10b5-1 plan: (1) a notice (a “10b5-1 Plan Notice”) to the Company in form and substance reasonably satisfactory to the Company: (w) stating that such Holder has established a 10b5-1 Plan, (x) stating its intention that all such sales under such 10b5-1 Plan shall comply with Section 4 of this Agreement, (y) agreeing to the undertaking set forth in Section 4(f)(iv)(D) below and (z) such other information, representations and undertakings as the Company may reasonably request; and (2) an executed copy of the 10b5-1 Plan.

10b5-1 Plans. The following provisions shall apply solely with respect to sales pursuant to a trading plan established in accordance with Rule 10b5-1(c) of the Securities Act and approved by the Company (a “10b5-1 Plan”): (A) Delivery of 10b5-1 Plan Notice in Connection with Establishment of 10b5-1 Plan. A current or former employee, director or officer of the Company or any of its Subsidiaries shall be deemed to have delivered the notice describing the manner and circumstances of intended Transfers required by Section 4(f)(ii) with respect to sales under a 10b5-1 Plan, if such Holder delivers the following documents at least 15 days (or 5 Business Days if such 10b5-1 Plan was established prior to November 13, 201320131) prior to the commencement of sales under such 10b5-1 plan: (1) a notice (a “10b5-1 Plan Notice”) to the Company in form and substance reasonably satisfactory to the Company: (w) stating that such Holder has established a 10b5-1 Plan, (x) stating its intention that all such sales under such 10b5-1 Plan shall comply with Section 4 of this Agreement, (y) agreeing to the undertaking set forth in Section 4(f)(iv)(D) below and (z) such other information, representations and undertakings as the Company may reasonably request; and (2) an executed copy of the 10b5-1 Plan.