I understand that this Plan will terminate at market close on the Plan End Date or, if earlier, upon the completed sale of the maximum ADS subject to this Plan. In addition, this Plan shall terminate, regardless of whether the maximum ADS have been sold, upon any of the following events:
MSSB receives written notice of my death;
MSSB receives written notice of the commencement or impending commencement of any proceedings in respect of or triggered by my bankruptcy or insolvency;
MSSB receives written notice of a valid instruction to transfer all or substantially all of the assets within my securities account at MSSB to another broker-dealer;
MSSB receives two days’ written notice from me terminating this Plan (which generally must be done outside of a black-out period and may be given for any reason) and concurrently or subsequently but prior to giving effect to any termination acknowledged by the Issuer. The Seller agrees to release and hold harmless MSSB from any and all liability arising from any delay in MSSB receiving such timely approval from the Issuer;
I receive written notice from MSSB terminating this Plan (which may be given for any reason);
If I fail to comply in any material respect with any applicable law and/or any obligation under this Plan; and
Upon my or the Issuer’s demonstrating to MSSB that any of the following contingencies have occurred:
A public announcement has been made of a tender offer involving the Issuer’s securities;
A definitive agreement has been announced relating to a merger, reorganization, consolidation or similar transaction in which the securities covered by this Plan would be subject to a lock-up provision;
A sale has been made of all or substantially all of the assets of the Issuer on a consolidated basis to an unrelated person or entity, or if a transaction affecting the Issuer occurs in which the owners of the Issuer’s outstanding voting power prior to the transaction do not own at least a majority of the outstanding voting power of the successor entity immediately upon completion of the transaction;
A dissolution or liquidation of the Issuer takes place or there is a commencement or impending commencement of any proceedings in respect of or triggered by the Issuer’s bankruptcy or insolvency;
That this Plan or its attendant transactions may violate existing, new or revised federal or state laws or regulations, or may cause a breach of a contract or agreement to which the Issuer is a party or by which the Issuer is bound; or
MSSB receives written notice from the Issuer that the Issuer has determined that a second trading plan exists in violation of the Issuer’s Securities trading policy.
In no event shall MSSB be deemed to have breached or failed to comply with this Plan if MSSB does not receive written notice from me or the Issuer of the above contingencies prior to the placement of a scheduled order under this Plan.