I agree to notify MSSB in writing to the individuals set forth in Part I – Account and Plan Information as soon as practicable if I become aware of:
any restriction that would prohibit any sale pursuant to this Plan (other than any such restriction relating to my possession or alleged possession of material nonpublic information about the Issuer or its securities). Such notice will indicate the anticipated duration of the restriction, but will not include any other information about the nature of the restriction or its applicability to me and will not in any way communicate any material nonpublic information about the Issuer or its securities to MSSB;
any change in the Issuer’s insider trading policies;
any change in the Issuer’s policies with regard to the timing or method of exercising options covered by this Plan;
any change that would cause the sales hereunder not to meet all applicable requirements of Rule 144, if applicable; and
any stock split, stock dividend or other like distributions affecting the ADS (“Recapitalization”).
I acknowledge that MSSB is not acting as my fiduciary but is acting in a brokerage capacity in connection with the adoption and implementation of this Plan;
I represent that I was not solicited by either MSSB or its employees or financial advisors to enter into this Plan. I contacted MSSB and am entering into this plan of my own volition. Further, neither MSSB nor its employees or financial advisors have solicited or recommended a transaction or investment strategy involving a security or securities in connection with the Plan or the transactions contemplated by the Plan. I acknowledge that MSSB has not provided and will not provide me with any investment guidance, recommendations, advice or research, or any tax, accounting or legal advice with respect to this Plan;
I agree that until this Plan has been terminated in accordance with its terms, I will not, without providing prior written notice to MSSB:
enter into a binding contract with respect to the purchase or sale of any securities of the Issuer with another broker, dealer or financial institution (each, a “Financial Institution”);
instruct another Financial Institution to purchase or sell any securities of the Issuer; or
adopt a plan for trading with respect to any securities of the Issuer other than this Plan.
If I am a director or executive officer of the Issuer, then I am not subject to any current pension fund blackout period applicable to such Issuer, and I have not received written notice of the imposition of, nor am I aware of, the actual or approximate beginning or ending dates of any such blackout period and I further acknowledge and agree that I may not modify or otherwise alter this Plan in such circumstances;
I represent that I am not entering into this Plan on behalf of, or with the assets of, an individual retirement account or individual retirement annuity, or any employee retirement or employee benefit plan (such as, for example, a Keogh or “HR-10” plan). [Explanatory Note: A plan involving the sale of stock acquired through the exercise of employee stock options would not be “on behalf of, or with the assets of’ any of the types of plans referred to in this paragraph.]
I represent that my account is not an “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, or a “plan” as defined under Section 4975(e) of the Internal Revenue Code of 1986, as amended, or an entity whose underlying assets include the assets of any such plan by reason of such a plan's investment in such entity.
B. Sales of Restricted Stock or Control Stock Pursuant to SEC Rule 144
I understand that this Plan is applicable only as to securities that are freely-tradable and that are not subject to any restrictions against purchase or sale. If I am considered an “Affiliate” within the meaning of Rule 144, then I