This Award of RSUs to Grantee and any obligation of the Company to issue Shares hereunder shall be subject to (a) all applicable federal, state, local and foreign laws, rules and regulations, and (b) any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Company shall, in its sole and absolute discretion, determine to be necessary or applicable.  Moreover, Shares shall not be issued hereunder if such issuance would be contrary to applicable law or the rules of any applicable stock exchange.  Receipt of Shares under this Award shall be conditioned on Grantee’s compliance with procedures established from time to time by the Committee, including, but not limited to, submission of such forms and documents as the Committee may require in its sole and absolute discretion.