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CUSIP NO. G7945M107 Page 14 of 16
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5. The parties intend that this Agreement comply with the requirements
of Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). As of the date of this Plan, Client is not aware of any
material nonpublic information regarding the Company or its Stock and is not
subject to any legal, regulatory or contractual restriction or undertaking that
would prevent Morgan Stanley from acting upon the instructions set forth in
this Plan.
6. (a) (i) This Agreement may be terminated prior to the end of the
Plan Period at any time by prior written notice (a “Termination Notice”) from
Client sent to Morgan Stanley’s compliance office by overnight mail and by
facsimile at the address and fax number set forth in paragraph 16 below and
received by Morgan Stanley’s compliance office at least three days prior to the
date on which this Agreement is to be terminated.
(ii) Client shall provide Morgan Stanley with a Termination Notice in the
event that any legal or regulatory restrictions applicable to Client or its
affiliates would prevent Morgan Stanley from purchasing Stock for Client’s
account during the Plan Period.
(b) Additionally, this Agreement may be suspended prior to the end of the
Plan Period at any time by prior written notice (a “Suspension Notice”) from
Client sent to Morgan Stanley’s compliance office by overnight mail and by
facsimile at the address and fax number set forth in paragraph 16 below and
received by Morgan Stanley’s compliance office at least three days prior to the
date on which this Agreement is to be suspended; provided that, as of the date
of the Suspension Notice, Client is not aware of any material nonpublic
information concerning the Company or its securities and delivers to Morgan
Stanley, along with such Suspension Notice and any subsequent notice revoking
such suspension, a certificate of ValueAct representing that, as of the date
thereof, Client is not aware of any material nonpublic information concerning
the Company or its securities.
Any Suspension Notice delivered hereunder shall indicate the anticipated
duration of the suspension, but shall not include any other information about
the nature of such suspension or its applicability to the Company and shall not
in any way communicate any material nonpublic information about the Company or
its securities to Morgan Stanley.
(c) Client agrees that Morgan Stanley will execute this Agreement in
accordance with its terms and will not be required to suspend or terminate any
purchases of the Stock unless Client notifies Morgan Stanley of its intention
to suspend or terminate the Agreement in accordance with the provisions of
paragraph 6.
(d) This Agreement may be amended by Client only upon the written
consent of Morgan Stanley and receipt by Morgan Stanley of a certificate signed
by Client dated as of the date of such amendment certifying that the
representations and warranties of Client contained in this Agreement are true
at and as of the date of such certificate as if made at and as of such date.
7. Client has consulted with its own advisors as to the legal, tax,
business, financial and related aspects of, and has not relied upon Morgan
Stanley or any person affiliated with Morgan Stanley in connection with,
