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      Terms and Conditions


      Plan Terms and Conditions



      Computershare Limited in conjunction with its subsidiaries, affiliates, agents and partners, operates the employee plans (each a “Plan” or “Plans”) area of our web site (Employee Online). In the United States, Computershare Trust Company, N.A. is the administrator of all company issuer client (“Company”) Plans, with its affiliate Computershare Inc. acting as its service provider and providing payment processing services (collectively, “Computershare”).

      THESE TERMS AND CONDITIONS ARE LEGALLY BINDING. PLEASE READ THEM CAREFULLY.

      These terms and conditions are specific to Computershare’s web services for Plan participants and are displayed during first time registration or each time you login at Employee Online. These Terms and Conditions apply to your access to Computershare’s web-based services in order to view your account(s), conduct online transactions, update the data in your account(s), and to receive Plan information (such as enrollment, transaction history, holdings) to you electronically (the "Service"). Your continued use of the Service after any amended Terms and Conditions are posted constitutes acknowledgement and acceptance of the changes. You may review the most up-to-date Terms and Conditions at any time by selecting the Terms and Conditions web page link. You may be required to acknowledge and accept additional terms and conditions to access other online services provided by Computershare companies.

      You have the right, if you wish, to receive plan information in non-electronic form. Your request for non-electronic plan information should be sent to the contact shown in the “Contact Us” section. Such a request does not change the terms and conditions for the Service. As a condition to accessing and using the Services, you agree without modification to these Terms and Conditions. Use of the Service for purchase and sale transactions from your Plan account through Computershare, as plan administrator, requires that you have attained the age of majority in the state or country in which you reside.

      1. Accessing the Service

      1.1 In consideration of Computershare providing you with access to Employee Online, you agree to abide by these Terms and Conditions each time you access this service. Once you register for the Service, you are solely responsible for the use of your User ID, Password, and other authenticating information to access Employee Online, for all use and actions by others, and for ensuring that all usage complies fully with these Terms and Conditions.

      1.2 The Service is not intended for use by any person or entity in any jurisdiction or country where such use is contrary to law or regulation. Computershare Limited and Computershare make no representation or warranty regarding Employee Online compliance with the laws or regulations of any jurisdictions outside the United States.

      1.3 These Terms and Conditions serve as a supplement to the terms and conditions of the applicable Plans, and any agreements between or among you, the Company, your employer, and Computershare. As a Plan participant, you have agreed that the services under the Plan are governed by the applicable Plan materials. Except as expressly adjusted by these Terms and Conditions, the terms and conditions of the Plan materials remain in full force and effect, and together with these Terms and Conditions, form the entire agreement between you and Computershare relating to the Plan.

      1.4 Computershare does not currently charge a fee for your access to and use of Employee Online, but reserves the right to do so at any time pursuant to any amendment to these Terms and Conditions. If you are participating in another service provided by Computershare, any fees applicable to that service shall apply.

      2. Connecting to the Service

      2.1 You are responsible for obtaining access to the Service, including access to the Internet via an Internet Service Provider (ISP) and any associated costs such as online telephone charges, text message charges, and for maintaining your computer system and any other equipment you may need to access the Service. Computershare makes no warranties regarding the access, speed, timeliness or availability of the Internet or network services.

      2.2 Computershare reserves the right to make any changes to the Service without notice that it considers necessary, desirable or in your interest or that of Computershare or its clients. Computershare shall not be responsible in the event that any change to the Service means that you are no longer able to access the Service.

      2.3 If your account has more than one owner, you agree that any electronic communications or transactions made through the Service are made with the authority of any and all other owners, and that those electronic communications or transactions will be binding on such other owner(s). If conflicting instructions are received from other account owners, Computershare may, in its sole discretion, do one of the following: (a) choose which instructions to follow and which to disregard, or (b) terminate the Plan account in accordance with the Plan terms and conditions.

      3. License to you/Intellectual Property Rights

      3.1 Computershare grants you a single, non-exclusive, non-transferable and limited personal license to access and use this service. (Please see the "systems requirements" tab under Help for hardware and software access information.) Each separate use of this web service constitutes an acceptance of the terms and conditions as stated at that time. If you do not consent to the web service terms and conditions, you will not be able to use the service to conduct transactions.

      3.2 Computershare represents that the Service, the Employee Online website, its content, programming and software either belong to Computershare or are licensed for use by Computershare, and are protected by copyright, trademark, trade secret, patent and any other applicable intellectual property and other laws. You agree not to use, reproduce, copy or modify any part of the Service, the information or website for any unlawful purpose. You also agree to comply with any reasonable request from Computershare or Third Parties to protect the property rights of the owner of that part of the Service, information or website.

      4. Market and Related Information

      The Service makes available to you as a service and convenience a broad range of financial information that we obtain from our agents and vendors ("Third Party Providers.") The information may include quotes, charts, news, market data, modeling tools, and tax information and is not intended as a solicitation of securities transactions or financial, accounting, legal or tax advice. We do not guarantee the timeliness, completeness or correct sequencing of the information or warrant any results from your use or reliance on the information. Information may quickly become unreliable for various reasons, including for example changes in market conditions, suspension of trading, or economic circumstances. You agree that neither Computershare nor the Third Party Providers will be liable in any way for the termination, interruption, delay or inaccuracy of information.

      You will not redistribute or facilitate the redistribution of information from this site and if you are a securities broker, dealer, banker, or investment advisor, you agree not to use the information provided by Computershare for any purpose related to your business.

      You agree not to use any electronic communication feature for any purpose that is unlawful.

      5. Company Client Information

      From time to time a Company client may provide information to its employees or shareholders through postings on this service. The Company is responsible for such content and you should contact the Company regarding the content unless otherwise indicated. Companies may engage Computershare as their agents to collect electronically certain records through this service. If you are aware of any error in information related to your shareholdings, contributions through payroll, options grants, company awards or the like (including individual tax information), please telephone us at the contact number for your Plan.

      6. DISCLAIMER

      THE SERVICE AND INFORMATION ARE PROVIDED AS IS AND COMPUTERSHARE SPECIFICALLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESSED, IMPLIED OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. IN NO EVENT WILL COMPUTERSHARE BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, HOWSOEVER CAUSED, ARISING OUT OF USE OF THIS SERVICE OR WEBSITE OR RELIANCE ON THE INFORMATION OR SERVICES PROVIDED OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE OR SYSTEM FAILURE.

      7. Confidentiality and Security

      7.1 You understand and agree that you are responsible for maintaining the confidentiality of your User ID and Password, and agree not to provide them to any other person or entity. You specifically agree that you are solely responsible for any actions entered through the Service by you or by others who obtain access by using your User ID and Password, whether or not such access is authorized by you. If you allow any other person or entity to access the Service, you will defend and indemnify Computershare against any and all liability, costs, or damages arising out of claims or suits by third parties based on or relating to such access or use. You agree that Computershare is not responsible for any damages or losses resulting from any breach of security caused by your failure and/or the failure of other persons not engaged by or on behalf of Computershare, its affiliates, agents, or subcontractors, or who obtain access through you to maintain the confidentiality of your User ID and Password. You are not responsible for any breach of security caused by the failure of Computershare or its affiliates to take commercially reasonable efforts to maintain the confidentiality of your User ID and Password. You agree to notify Computershare immediately if you suspect that your User ID and/or Password have been lost or stolen, or that an unauthorized person or entity has obtained access to the Service using your User ID and Password.

      7.2 The Service is provided via a website with a secure server using 2,048 bit encryption. As long as you remain on the Employee Online website you will have the benefit of this security. However, you should note that email communications are not necessarily secure; there is always a risk that email messages may be tampered with or intercepted. By registering for and using this Service, you acknowledge that these risks exist and that confidentiality cannot always be assured.

      7.3 Computershare does not accept any responsibility for any interception, tampering, or loss of confidentiality which may take place either after an email message has been sent by Computershare or prior to an email message being received by Computershare. In addition, Computershare does not accept responsibility for any losses, claims, damages or expenses that you may incur as a result of any such interception, tampering or loss of confidentiality. Computershare will maintain the confidentiality of all non-public information that you provide in order to use the Service, consistent with the requirements of applicable law; provided, however, that Computershare may share your name and e-mail address with a third-party service provider in order to send you any electronic communications, so long as such third-party is legally bound to keep such information confidential

      7.4 Computershare takes reasonable care to ensure that the electronic communications it generates are free of viruses or other corruption of data. Always check any documents or attachments for viruses and defects before opening or using them. Computershare's liability in this respect is limited to re-supplying any affected documents or attachments. You are responsible for making sure that all electronic communications sent by you to Computershare are free from viruses or defects. Computershare will not be obliged to receive or act upon any communications from you that contain a virus.

      7.5 Computershare wants to make your online experience satisfying and safe. Our aim is to safeguard the privacy and security of your personal information while providing a personalized service that meets your individual preferences and needs. Computershare’s Privacy Policy tells you how we protect your privacy and the confidentiality of your information.

      8. No Guarantee as to Information/Limitation of Liability

      8.1 Computershare will take reasonable care to ensure that information regarding your shareholdings is accurate. However, you should note that certain information provided through the Service, such as the number of shares held, may be updated on an end-of-day basis or settlement date basis and not on a real-time basis. As a result, you should take into account any recent transactions when determining your share balance, such as share transfer, share sale or dividend reinvestment. Computershare does not guarantee the accuracy, completeness, sequence or timeliness of holder account information through this Service, and is not responsible for indirect, consequential, or special damages you may incur through reliance on the information or the accuracy, completeness, sequence or timeliness thereof, or for any delays or errors in the transmission or delivery of any part of the information or Service.

      8.2 The Service and any information provided to you as part of the Service are for general information and your personal, non-commercial use only. The Service and information provided do not constitute any form of advice or recommendation regarding investments or suitability for your particular circumstances. You should seek independent financial advice before making any investment or other decisions, which are your responsibility.

      9. Validity

      In the event that any part of these Terms and Conditions is not legally enforceable, the remaining terms and conditions shall not be affected and shall remain valid and enforceable.

      10. Governing Law and Jurisdiction

      These Terms and Conditions, and all matters arising out of the use of this website, shall be governed, construed and interpreted according to the laws of the State of New York, without reference to the choice of law doctrine of such state. You hereby consent to the exclusive jurisdiction of courts in the Borough of Manhattan, New York City, New York, whether state or federal, over all matters relating herein.
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