Common use of Implementation of the Plan Clause in Contracts

Implementation of the Plan. 1. Seller hereby appoints ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ to sell shares of Stock pursuant to the terms and conditions set forth below. Subject to such terms and conditions, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby accepts such appointment. 2. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ is authorized to begin selling Stock pursuant to this Sales Plan on and shall cease selling Stock on the earliest to occur of (i) the date on which ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ is required to suspend or terminate sales under the Sales Plan pursuant to paragraph D.1 below, (ii) the date on which ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ receives notice of the death of Seller, (iii) the date on which the Issuer or any other person publicly announces a tender or exchange offer with respect to the Stock or a merger, acquisition, reorganization, recapitalization or comparable transaction affecting the securities of the Issuer as a result of which the Stock is to be exchanged or converted into shares of another company, (iv) the date on which ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ receives notice of the commencement or impending commencement of any proceedings in respect of or triggered by Seller’s bankruptcy or insolvency and (v) (specify one or more occurrences that will ▇▇▇▇ the last day on which sales may occur): ¨ (insert specific date) and ¨ the date that the aggregate number of shares of Stock sold pursuant to this Sales Plan reaches shares (the “Total Sales Amount”) (the “Plan Sales Period”). (a) During the Plan Sales Period, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall sell the Daily Sale Amount (as defined below) for the account of Seller on each Sale Day (as defined below), subject to the following restrictions, if desired: ¨ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not sell any shares of Stock pursuant to this Sales Plan at a price of less than $ per share (before deducting any commission, commission equivalent, ▇▇▇▇-up or differential and other expenses of sale) (the “Minimum Sale Price”). ¨ (insert other restrictions) ______________________________________________________________ ___________________________________________________________________________________ ___________________________________________________________________________________ (b) A “Sale Day” is (specify the days on which ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ is to sell Stock, e.g., “each Trading Day” or “the first Monday of each month”) ______________________________________________________________ during the Plan Sales Period, provided that if any Sale Day is not a Trading Day, such Sale Day shall be deemed to fall on the next succeeding Trading Day. A “Trading Day” is any day during the Plan Sales Period that the Nasdaq National Market (the “Principal Market”) is open for business and the Stock trades regular way on the Principal Market.

Implementation of the Plan. 1. Seller hereby appoints ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ to sell shares of Stock pursuant to the terms and conditions set forth below. Subject to such terms and conditions, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby accepts such appointment. 2. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ is authorized to begin selling Stock pursuant to this Sales Plan on and shall cease selling Stock on the earliest to occur of (i) the date on which ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ is required to suspend or terminate sales under the Sales Plan pursuant to paragraph D.1 below, (ii) the date on which ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ receives notice of the death of Seller, (iii) the date on which the Issuer or any other person publicly announces a tender or exchange offer with respect to the Stock or a merger, acquisition, reorganization, recapitalization or comparable transaction affecting the securities of the Issuer as a result of which the Stock is to be exchanged or converted into shares of another company, (iv) the date on which ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ receives notice of the commencement or impending commencement of any proceedings in respect of or triggered by Seller’s bankruptcy or insolvency and (v) (specify one or more occurrences that will ▇▇▇▇ the last day on which sales may occur): ¨ (insert specific date) and ¨ the date that the aggregate number of shares of Stock sold pursuant to this Sales Plan reaches shares (the “Total Sales Amount”) (the “Plan Sales Period”). (a) During the Plan Sales Period, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall sell the Daily Sale Amount (as defined below) for the account of Seller on each Sale Day (as defined below), subject to the following restrictions, if desired: ¨ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not sell any shares of Stock pursuant to this Sales Plan at a price of less than $ per share (before deducting any commission, commission equivalent, ▇▇▇▇-up or differential and other expenses of sale) (the “Minimum Sale Price”). ¨ (insert other restrictions) ______________________________________________________________ _________________________________)__________________________________________________ ______________________________________________________________________________________________________________ _________________________________________. (b) A “Sale Day” is (specify the days on which ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ is to sell Stock, e.g., “each Trading Day” or “the first Monday of each month”) ______________________________________________________________ every during the Plan Sales Period, provided that if any Sale Day is not a Trading Day, such Sale Day shall be deemed to fall on the next succeeding Trading Day. A “Trading Day” is any day during the Plan Sales Period that the Nasdaq National Market (the “Principal Market”) is open for business and the Stock trades regular way on the Principal Market.

Implementation of the Plan. 1. Seller Buyer hereby appoints ▇▇▇▇▇▇ W▇▇▇▇▇▇▇ to sell purchase shares of Stock pursuant to the terms and conditions set forth below. Subject to such terms and conditions, ▇▇▇▇▇▇ W▇▇▇▇▇▇▇ hereby accepts such appointment. 2. ▇▇▇▇▇▇ W▇▇▇▇▇▇▇ is authorized to begin selling purchasing Stock pursuant to this Sales Purchase Plan on June 27, 2014 (which shall be no earlier than 10 days from the date this Purchase Plan is adopted) and shall cease selling purchasing Stock on the earliest to occur of (i) the date on which ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ is required to suspend or terminate sales under the Sales Plan pursuant to paragraph D.1 below, (ii) the date on which ▇▇▇▇▇▇ W▇▇▇▇▇▇▇ receives notice of the death of SellerBuyer (if Buyer is a natural person), (iii) the date on which as soon as reasonably practical after learning that the Issuer or any other person publicly announces a tender or exchange offer with respect to the Stock or Stock, the date of public announcement of a merger, acquisition, reorganization, recapitalization or comparable transaction affecting the securities of the Issuer as a result of which the Stock is to be exchanged or converted into shares of another company, (iv) the date on which ▇▇▇▇▇▇ W▇▇▇▇▇▇▇ receives notice of the commencement or impending commencement of any proceedings in respect of or triggered by SellerB▇▇▇▇’s bankruptcy or insolvency and (v) (specify one or more occurrences that will ▇▇▇▇ the last day on which sales may occur): and: ¨ (insert specific date) June 30, 2015; and ¨ the date that the an aggregate number of 500,000 shares of Stock sold are purchased pursuant to this Sales Plan reaches shares (the “Total Sales Amount”) Purchase Plan. (the “Plan Sales Purchase Period”). (a) During the Plan Sales Period, ▇▇▇▇▇▇ W▇▇▇▇▇▇▇ shall sell purchase up to 500,000 shares of Stock (“the Daily Sale Amount (as defined below) for the account of Seller on each Sale Day (as defined belowMaximum Amount”), from time to time, subject to the following restrictions, if desired: ¨ ▇▇▇▇▇▇ W▇▇▇▇▇▇▇ shall not sell any buy up to: (i) [***] shares of Stock pursuant to this Sales Plan per day at a price of less than $ not to exceed $[***] per share, (ii) [***] shares per day at a price between $[***] and $[***] per share, and (iii) [***] shares per day at a price between $[***] and $[***] per share (pursuant to Section A.3 of the Purchase Plan; in each instance such price limit shall be before deducting any commission, commission equivalent, ▇▇▇▇-up or differential adding commissions and other expenses of sale) purchase (the “Minimum Sale PriceMaximum Purchase Prices”). ¨ (insert other restrictions) ______________________________________________________________ ___________________________________________________________________________________ ___________________________________________________________________________________. (b) A “Sale Day” is Subject to the restrictions set forth in paragraph A.3 (specify the days on which ▇▇▇▇▇▇ a) above, W▇▇▇▇▇▇▇ is shall buy the Maximum Amount on any Trading Day under ordinary principles of best execution at the then-prevailing market price. (c) If, consistent with ordinary principles of best execution or for any other reason, W▇▇▇▇▇▇▇ cannot buy the Maximum Amount prior to sell Stock, e.g., “each the last Trading Day” or “the first Monday Day of each month”) ______________________________________________________________ during the Plan Sales Purchase Period, provided that if any Sale Day is not a Trading Day, W▇▇▇▇▇▇▇’ authority to buy such Sale Day shares for the account of Buyer under this Purchase Plan shall be deemed to fall on the next succeeding Trading Dayterminate. A “Trading Day” is any day during the Plan Sales Purchase Period that the Nasdaq National Market national securities exchange in the over-the-counter market on which the Stock primarily trades (the “Principal Market”) is open for business and the Stock trades regular way on the Principal Market. (d) The Maximum Amount and the Maximum Purchase Prices, if applicable, shall be adjusted automatically on a proportionate basis to take into account any Stock split, reverse Stock split or Stock dividend with respect to the Stock or any change in capitalization with respect to the Issuer that occurs during the Plan Purchase Period. 4. W▇▇▇▇▇▇▇ shall not buy Stock hereunder at any time when: (i) W▇▇▇▇▇▇▇, in its sole discretion, has determined that a market disruption, banking moratorium, outbreak or escalation of hostilities or other crisis or calamity has occurred; or (ii) W▇▇▇▇▇▇▇, in its sole discretion, has determined that it is prohibited from doing so by a legal, contractual or regulatory restriction applicable to it or its affiliates or to Buyer or Buyer’s affiliates (other than any such restriction relating to Buyer’s possession or alleged possession of material nonpublic information about the Issuer or the Stock); or (iii) W▇▇▇▇▇▇▇ has received notice from the Issuer or Buyer of the occurrence of any event contemplated by paragraph 3 of the certificate set forth as Exhibit A hereto; or (iv) W▇▇▇▇▇▇▇ has received notice from Buyer to terminate the plan in accordance with paragraph C.1 below. (a) Buyer will deposit funds (“Funds”), into an account at W▇▇▇▇▇▇▇ in the name of and for the benefit of Buyer (the “Plan Account”), sufficient to cover purchases to be made under the Purchase Plan on or before settlement date. (b) W▇▇▇▇▇▇▇ shall withdraw Funds from the Plan Account in order to settle purchases of Stock under this Purchase Plan. If at any time during the Plan Purchase Period the Funds in the Plan Account on the settlement date are insufficient to purchase the Maximum Amount, W▇▇▇▇▇▇▇ shall have no further obligation to effect purchases of Shares under this Purchase Plan; provided, however, that W▇▇▇▇▇▇▇ may, in its sole discretion continue to purchase shares in accordance with this Purchase Plan, and Buyer shall be responsible to pay for any such purchases. (c) To the extent that any Funds remain in the Plan Account after the end of the Plan Purchase Period or upon termination of this Purchase Plan, W▇▇▇▇▇▇▇ agrees to return such Funds promptly to the Buyer. 6. W▇▇▇▇▇▇▇ may purchase Stock on any national securities exchange, in the over-the-counter market, on an automated trading system or otherwise. W▇▇▇▇▇▇▇ or one of its affiliates may make a market in the Stock and may act as principal in executing purchases under the Purchase Plan. To the extent that W▇▇▇▇▇▇▇ administers other trading plans relating to Issuer’s securities, W▇▇▇▇▇▇▇ may aggregate orders for Buyer with orders under other persons’ trading plans for execution in a block and allocate each execution on a pro rata basis to each person and Buyer. In the event of partial execution of block orders, W▇▇▇▇▇▇▇ shall allocate all the Stock actually purchased on a particular day pursuant to all Rule 10b5-1 trading plans concerning Issuer’s securities that W▇▇▇▇▇▇▇ manages pro rata based on the ratio of (x) the number of shares to be purchased pursuant to the order instructions of each trading plan to (y) the total number of shares to be purchased under all trading plans having the same type of order instructions.