The terms and provisions of the Plan are hereby incorporated into this Agreement as if set forth herein in their entirety.  Participant hereby agrees to be bound by the terms of the Plan, Participant’s MEP Program and this Agreement and acknowledges that the Award is granted subject to and in accordance with the Plan, Participant’s MEP Program and this Agreement.  In the event of a conflict between any provision of this Agreement, Participant’s MEP Program and the Plan, the provisions of the Plan shall control.  By execution below, Participant acknowledges receipt of a copy of the 2010 Stock Incentive Plan Summary and Prospectus. A copy of the Plan and Participant’s MEP Program is available, without charge, upon request from the Company’s Stock Plan Administrator.