This Agreement is subject to the terms and conditions of the Plan, as the Plan may be from time to time amended.  The provisions of the Plan are incorporated herein by reference, and the capitalized terms used but undefined herein shall have the same meanings as set forth in the Plan.  The Participant acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof.  Any inconsistency between this Agreement and the Plan shall be resolved in favor of the Plan.