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comply with Rule 10b5-1(c), previously entered into on [insert Plan
adoption date], at which time [Client Name] was not aware of material
nonpublic information.” Credit Suisse will conduct sales pursuant to
Rule 144, including applying Rule 144 volume limitations as if the sales
under the Plan were the only sales subject to the volume limitations.
Client agrees not to take any action or to cause any other person or
entity to take any action that would require it to aggregate sales of
Shares subject to the Plan with any other sales of shares as may be
required by Rule 144; and not to take any action that would cause the
sales of Shares under the Plan not to comply with Rule 144.
5. (a) The Client reserves the right to terminate this Plan or the
appointment of Credit Suisse hereunder at any time by giving one business
day’s (defined as a day on which the primary stock exchange or quotation
system on which the Shares are listed or quoted is open) advance written
notice to Credit Suisse in accordance with Exhibit B.
(b) The Client acknowledges and agrees that notwithstanding anything in
paragraph 5(a) herein to the contrary, any suspension, termination or
amendment of this Plan by the Client must comply with the requirements
for the amendment of a “plan” as defined in Rule 10b5-1(c).
6. It is the intent of the parties that this Plan comply with the
requirements of Rule 10b5-1(c)(1)(i)(B) and this Plan shall be
interpreted to comply with the requirements of Rule 10b5-1(c).
7. As of the date of this Plan, the Client is not aware of any material
nonpublic information regarding the Issuer or the Shares and is not
subject to any legal, regulatory or contractual restriction or
undertaking that would prevent Credit Suisse from acting upon the
instructions set forth in this Plan. The Client shall immediately notify
Credit Suisse if it becomes aware of a legal, regulatory or contractual
restriction or undertaking that would prevent Credit Suisse from making
sales pursuant to this Plan.
8. The Client is entering into this Plan in good faith and not as part of a
plan or scheme to evade the prohibitions of Rule 10b5-1 or any other
United States federal securities laws.
9. The Client will not, while this Plan remains in effect, alter or deviate
from the terms of this Plan, and it has not entered into, and will not
enter into or alter, any corresponding or hedging transaction or position
with respect to the Shares (including with respect to any securities
convertible into or exchangeable for the Shares).
10. The Client is not entering into this Plan (i) to manipulate the price
of, the Shares (or any security convertible into or exchangeable or
exercisable for Shares) or (ii) for any other purpose in violation of
applicable federal or state law.
11. Until the termination of this Plan, the Client agrees not to discuss
with Credit Suisse’s Monetization Services Group, which is responsible
for sales under this Plan, or any other Credit Suisse trading personnel,
the Issuer’s business, operations or prospects or any other information
likely to affect the value of the Shares. Notwithstanding the above, the
