of this Trading Plan and the performance of the obligations of Customer cancelled and shallnot be executed pursuant to this Trading Plan. are necessary to authorize and approve this Trading Plan and the this Trading Plan meets the requirements of Rule 1Ob5-1(c) and any other executed by Customer and constitutes its valid and binding obligation, (B) Customer agrees to comply with all applicable laws in connection INith waiver, authorization or approval of any person or entity other than construed as to impose upon Broker any obligation to exercise discretion (D) Customer is not aware of any material nonpublic information concerning Customer agrees to indemnify and hold harmless Broker, its affiliates and approval or acknowledgement of Issuer's Authorized Representative to enter this Trading Plan, including, 'IIVithout limitation, any inaccuracy of any (E) Customer agrees that Customer shall not, cirectly or indirectly, Customer herein, any breach by Customer of this Tradni g Plan or any securities to any employee of Broker or its affiliates. that any such Losses arise out of acts of gross negilgence, bad faith or willful policies and procedures to ensure that the individuals authorized to enter into obligations hereunder. Customer will reimburse Broker for any and all fees, material nonpublic information concerning Issuer or its securities, and, to the any such Losses. This indemnification shall survive termination of this knowledge at any time prior to the Effective Date that any of the (A) Governing Law. This Tradni g Plan shall be construed, performed and respect. York, INithout giving effect to the principles of conflicts of laws thereof. The Customer INill not enter into any new, or change any existing, corresponding County of New York, State of New York or the United States of America for Trading Plan for so long as this Trading Plan is in effect. judicial forum for the adjudication of any matters arising under or in (A) Customer understands that Broker may not be able to effect a (B) Severability. In the event that any provision of this Trading Plan is the "Limits to our Responsibility" or "Extraordinary Events" sections of the or unenforceable, said provision shall survive to the extent it is not so legal, regulatory or contractual restriction or suspension applicable to full force and effect. volume limitations of Rule 144); (iii) failure of Broker to receive Shares, terminated only in writing and signed and dated by Customer and Broker and shares for deposit into Customer's account,if applicable, \'Alether or not such to constitute the creation of a new Trading Plan and as such Customer shall any other agreement to \'Alich Broker is not a controlling party; (iv) if this representation and warranty set forth in Section 5 of this Trading Plan. a market order with respect to Shares subject to Options, failure of the under this Trading Plan shall be in writing and shall be deemed to have been 10b5-1 TRADING PLAN election, as opposed to specifying on the Trading Schedule an actualnumber market price for such Shares to exceed the exercise price of such Options on of shares that Broker should sell, Customer shall provide written notice to the exercise date or (v) a suspension, expiration, termination or unavailability Broker and to Issuer's Authorized Representative of such contribution of any applicable registration statement related to Issuer. If Broker cannot election change or termination as soon as practicable but in any event no effect any trade in Shares for any of the reasons described herein, then later than two (2) business days after Customer effects any such change, Broker shall follow Customer's instructions set forth on the Trading Schedule \'Alich witten notice must be accompanied by Customer's representation with respect to such trade(s). that: (a) Customer was not in possession of any material nonpublic (B) Broker shall suspend trading under this Trading Plan, in \'Alole or in part information concerning Issuer or its securities \'Alen Customer effected such as appropriate, upon receipt of at least tVvO business days' prior written notice change, and (b) such change was made in good faith and not as a part of a by Issuer's Authorized Representative that the Issuer has imposed trading plan or scheme to evade compliance INith the federal securities laiNS. restrictions on the Customer (a "Trading Suspension Notice"). Broker shall 5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF lift any such trading suspension as soon as practicable after receipt of written CUSTOMERnotice from Issuer's Authorized Representative that such Issuer Restrictions Customer makes the following representations, warranties and covenants to have terminated (a "Trading Suspension Release"). Broker shall resume Broker as of the Customer Execution Date through and including the effecting trades in accordance with this Trading Plan as soon as practicable Effective Date: after delivery of the Trading Suspension Release. Any unexecuted trades (A) Customer has all requisite power and authority to adopt this Trading that would have been executed in accordance with the terms of the Trading Plan and to cany out its obligations hereunder. The execution and delivery Schedule but for the Trading Suspension Notice shall be deemed to be hereunder have been duly authorized and approved by all necessary action 8. LEGAL COMPLIANCE;AGENT DUTIES on the part of Customer, and no other proceedings on the part of Customer (A) Customer agrees that Customer is responsible to determine ....nether transactions contemplated hereby. This Trading Plan has been duly applicable federal or state laws or rules. enforceable against it in accordance 'IIVith its terms. the performance of this Trading Plan, including, 'IIVithout limitation, Sections (B) The execution, delivery and performance by Customer of this Trading 13 and 16 of the Exchange Act and the respective rules and regulations Plan does not, directly or indirectly (INith or 'IIVithout notice or lapse of time), promulgated thereunder. contravene, conflict with, or result in a violation of any of the terms or (C) Customer agrees that Broker is acting solely as agent for Customer and requirements of any legal or contractual requirement or order to \'Alich shall not by reason thereof assume any fiduciary or advisory relationship INith Customer may be subject, nor does this Trading Plan require any consent, Customer rightly borne by Issuer. Nothing in this Trading Plan shall be Customer, Issuer and Broker. Customer shall immediately notify Broker if over how,IMlen or \'Alether to effect trades in the Shares. Customer becomes subject to a legal, regulatory or contractualrestriction or (D) Customer is responsible for consulting with his or her own advisers as undertaking that would prevent Broker from carrying out its obligations under to the legal,tax,business,financial and related aspects of, and has not relied this Trading Plan. on Broker or any person affiliated with Broker in connection with Customer's (C) Neither the Customer Execution Date nor the Effective Date falls within adoption and implementation of, this Trading Plan. any blackout period of Issuer. 9. INDEIW-IIFICATION;LIMITATION OF LIABILITY Issuer or its securities. Customer is entering into this Trading Plan in good their respective directors, officers and employees from and against all claims, faith and not as a part of a plan or scheme to evade compliance INith the losses, damages, costs and liabilities (including, 'IIVithout limitation, any legal federal securities laws. Customer is currently permitted to trade in Shares in or other expenses incurred in connection INith defending or investigating any accordance with Issuer's insider trading policies and has obtained the such action or claim) (collectively, "Losses") arising out of or attributable to into this Trading Plan. representation, warranty, statement of agreement or understanding made by communicate any material nonpublic information relating to the Issuer or its violation by Customer of applicable laws or regulations, except to the extent (F) If Customer is an institution, Customer has implemented reasonable misconduct on the part of Broker or any of its affiliates in performing their this Trading Plan on its behalf are not aware, as of the Effective Date, of any costs and expenses of any kind reasonably incurred by Broker as a result of knowledge of Customer, no such individual is aware of any such information. Trading Plan. (G) Customer agrees to notify Broker promptly if Customer obtains 10. GENERAL PROVISIONS representations or warranties in this Section 5 are untrue or inaccurate in any enforced in accordance INith, and governed by, the laws of the State of New 6. HEDGING TRANSACTIONS parties hereto irrevocably consent to the jurisdiction of the courts of the or hedging transaction or position with respect to the Shares subject to this the Southern District of New York and elect such court or courts as the sole 7. MARKET DISRUPTION AND TRADING RESTRICTIONS connection INith this Trading Plan. transaction under this Trading Plan due to (i) any of the events described in declared by any court or other judicial or administrative body to be null, void Customer Agreement, \'Alich is available for reference on Fidelity.com; (ii) a declared, and all of the other provisions of this Trading Plan shall remain in Customer, Customer's affiliates, Broker or Broker's affiliates (including the (C) Amendments. This Trading Plan may be amended, modified or including Company Stock Plan Shares, or delay in Broker's receipt of such acknov.1edged by Issuer. Such amendment or modification shall be deemed failure or delay is consistent with the terms of the Company Stock Plan, or be required to restate and reaffirm as of the date of such amendment, each Trading Plan covers Options, and on the Trading Schedule Customer places (D) Notices. All notices, requests, demands and other communications 5 of7 Brokerage services provided by Fidelity Brokerage Services LLC. Member NYSE,SIPC. Accounts carried by National FinancialServices LLC. Member NYSE, SIPC.