ExOne Co (Form: S-8, Received: 03/05/2013 16:38:43)

Large accelerated filer

Accelerated filer

Non-accelerated filer

x (Do not check if a smaller reporting company)

Smaller reporting company

As filed with the Securities and Exchange Commission on March 5, 2013.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

The ExOne Company

(Exact name of Registrant as specified in its charter)


Delaware		46-1684608
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

127 Industry Boulevard North Huntingdon, Pennsylvania		15642
(Address of Principal Executive Offices)		(Zip Code)

The ExOne Company

2013 Equity Incentive Plan

John Irvin

Chief Financial Officer and Treasurer

The ExOne Company

127 Industry Boulevard

North Huntingdon, Pennsylvania 15642

Telephone: (724) 863-9663

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

CALCULATION OF REGISTRATION FEE



Title of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, par value $0.01 per share	1,919,741(1)	$26.56(2)	$50,988,320.96(2)	$6,954.81(2)

(1)

In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover an indeterminate number of additional shares of Common Stock that may be offered or issued by reason of stock splits, stock dividends or similar transactions.

(2)

Pursuant to Rule 457(c) and 457(h) of the Securities Act, and solely for the purpose of calculating the amount of the registration fee, the proposed maximum offering price per share and the proposed maximum aggregate offering price are based on the average of the high and low sales prices of the Common Stock on the Nasdaq Global Market on February 27, 2013.

PART I

The documents containing the information specified in Part I of this Registration Statement will be sent or given to employees as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”). Such documents are not required to be and are not filed with the Securities and Exchange Commission (the “Commission” or the “SEC”) either as a part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

We will provide, without charge, upon written or oral request, a copy of any or all of the documents that are incorporated by reference into this prospectus, excluding any exhibits to those documents unless the exhibit is specifically incorporated by reference as an exhibit in this prospectus. You should direct requests for documents to:

The ExOne Company

127 Industry Boulevard

North Huntingdon, Pennsylvania 15642

Attention: John Irvin

Chief Financial Officer and Treasurer

Telephone: (724) 863-9663

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Registrant hereby incorporates by reference into this Registration Statement the documents listed in (a) and (b) below. The Registrant also incorporates by reference into this Registration Statement, from the date of filing of such documents, all documents subsequently filed by it pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold.

(a)

The Registrant’s Prospectus on Form 424(b) filed on February 7, 2013; and

(b)

The description of the Registrant’s Common Stock set forth in the Registrant’s registration statement filed pursuant to Section 12 of the Exchange Act, and any amendment or report filed for the purpose of updating those descriptions.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Section 102(b)(7) of the General Corporation Law of the State of Delaware permits a corporation to adopt a provision in its certificate of incorporation eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except that such provision shall not limit the liability of a director for (1) any breach of the director’s duty of loyalty to the corporation or its stockholders, (2) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) liability under Section 174 of the Delaware General Corporation Law for any unlawful payment of dividends or stock purchase or redemption or (4) any transaction from which the director derived an improper personal benefit.

Under Delaware law, a corporation may indemnify any individual made a party or threatened to be made a party to any action, suit or proceeding, other than an action by or in the right of the corporation, because he or she is or was an officer, director, employee or agent of the corporation or is or was serving at the request of the corporation as an officer, director, employee or agent of another corporation or entity against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding (1) if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and (2) in the case of a criminal action or proceeding, he or she had no reasonable cause to believe that his or her conduct was unlawful. A corporation may indemnify any individual who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation because he or she was an officer, director, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or other entity, against expenses actually and reasonably incurred in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, provided that such indemnification will be denied if the individual is found liable to the corporation unless, in such a case, the court determines the person is nonetheless entitled to indemnification for such expenses. A corporation must indemnify a present or former director or officer who successfully defends himself or herself in an action, suit or proceeding to which he or she was a party because he or she was a director or officer of the corporation against expenses actually and reasonably incurred by him or her. Under Delaware law, expenses incurred by an officer or director, or by any former officer, former director, employee or agent as deemed appropriate by the board of directors, in defending any civil, criminal, administrative or investigative action, suit or proceedings, may be paid by a corporation in advance of the final disposition of such proceedings upon receipt of an undertaking by or on behalf of such officer, director, employee or agent to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation. The Delaware law regarding indemnification and expense advancement is not exclusive of any other rights which may be granted by a corporation in its certificate of incorporation or bylaws, by vote of its stockholders or disinterested directors, in an agreement or otherwise.

Under the Delaware General Corporation Law, termination of any action, suit or proceeding by judgment, order, settlement or conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that such person is prohibited from being indemnified.

As permitted by Section 102(b)(7) of the General Corporation Law of the State of Delaware, The ExOne Company’s (the “Company”) Certificate of Incorporation, as amended, contains a provision eliminating the personal liability of a director to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, except that such provision shall not limit the liability of a director for (1) any breach of the director’s duty of loyalty to the corporation or its stockholders, (2) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) liability under Section 174 of the Delaware General Corporation Law for any unlawful payment of dividends or stock purchase or redemption or (4) any transaction from which the director derived an improper personal benefit.

The Company also has employment agreements with certain of its executive officers and directors (collectively, “indemnitees”). These agreements provide that the indemnitees will be protected to the fullest extent permitted or authorized by applicable law and the Company’s certificate of incorporation or bylaws, against all cost, expense, liability and loss reasonably incurred by the indemnitee. The employment agreements further require the Company to keep in place a directors’ and officers’ liability insurance policy providing comprehensive coverage to the indemnitees to the same extent that the Company provides such coverage for any other officer or director of the Company.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.


EXHIBIT NO.		DESCRIPTION

4.1		Certificate of Incorporation of the Company, filed as Exhibit 3.1 to the Registration Statement on Form S-1 of the Company, file number 333-185933, filed with the SEC on January 8, 2013, and incorporated herein by reference.

4.2		Bylaws of the Company, filed as Exhibit 3.2 to the Registration Statement on Form S-1 of the Company, file number 333-185933, filed with the SEC on January 8, 2013, and incorporated herein by reference.

5.1		Opinion of Counsel

23.1		Consent of Morella & Associates, a Professional Corporation (Included in Exhibit 5.1)

23.2		Consent of ParenteBeard LLC

24.1		Power of Attorney (Included in Signature Page)

99.1		2013 Equity Incentive Plan, filed as Exhibit 10.07.01 to Amendment No. 1 to the Registration Statement on Form S-1 of the Company, file number 333-185933, filed with the SEC on January 24, 2013, and incorporated herein by reference.

99.2		Form of Restricted Stock Award Agreement, filed herewith.

Item 9. Undertakings.

The undersigned registrants hereby undertake:

(a)(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant with or furnished to the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) For purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, on this 5th day of March, 2013.


THE EXONE COMPANY

By:		/s/ John Irvin
		John Irvin
		Chief Financial Officer and Treasurer

POWER OF ATTORNEY

Each of the undersigned directors and officers of The ExOne Company, a Delaware corporation, hereby constitutes and appoints S. Kent Rockwell, Chief Executive Officer, David Burns, President, or John Irvin, Chief Financial Officer and Treasurer, and each of them, as his or her true and lawful attorney-in-fact and agent, severally, with full power of substitution and resubstitution, in his or her name and on his or her behalf, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power of authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, thereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated:


Signature	Title	Date

/s/ S. Kent Rockwell	Chairman of the Board and Chief Executive Officer and Director	March 5, 2013
S. Kent Rockwell	(Principal Executive Officer)

/s/ John Irvin	Chief Financial Officer, Treasurer and Director	March 5, 2013
John Irvin	(Principal Financial and Accounting Officer)

/s/ David Burns	Director	March 5, 2013
David Burns

/s/ Raymond J. Kilmer	Director	March 5, 2013
Raymond J. Kilmer

	Director	March , 2013
Victor Sellier

/s/ Lloyd A. Semple	Director	March 4, 2013
Lloyd A. Semple

/s/ Bonnie K. Wachtel	Director	March 5, 2013
Bonnie K. Wachtel

INDEX TO EXHIBITS


EXHIBIT NO.		DESCRIPTION

4.1		Certificate of Incorporation of the Company, filed as Exhibit 3.1 to the Registration Statement on Form S-1 of the Company, file number 333-185933, filed with the SEC on January 8, 2013, and incorporated herein by reference.

4.2		Bylaws of the Company, filed as Exhibit 3.2 to the Registration Statement on Form S-1 of the Company, file number 333-185933, filed with the SEC on January 8, 2013, and incorporated herein by reference.

5.1		Opinion of Counsel

23.1		Consent of Morella & Associates, A Professional Corporation (Included in Exhibit 5.1)

23.2		Consent of ParenteBeard LLC

24.1		Power of Attorney (Included in Signature Page)

99.1		2013 Equity Incentive Plan, filed as Exhibit 10.07.01 to Amendment No. 1 to the Registration Statement on Form S-1 of the Company, file number 333-185933, filed with the SEC on January 24, 2013, and incorporated herein by reference.

99.2		Form of Restricted Stock Award Agreement, filed herewith.

Exhibit 5.1

Morella & Associates, A Professional Corporation

706 Rochester Road

Pittsburgh, PA 15237

March 5, 2013

The ExOne Company

127 Industry Boulevard

North Huntingdon, PA 15642

Re: Registration Statement on Form S-8

Gentlemen:

We are acting as special counsel to The ExOne Company, a Delaware corporation (the “Company”), in connection with the proposed issuance by the Company of up to 1,919,741 shares (“Shares”) of its Common Stock, par value $0.01 (the “Common Stock”), pursuant to the terms of The ExOne Company 2013 Equity Incentive Plan (the “Plan”).

In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion, including (i) the Plan; (ii) the corporate and organizational documents of the Company, including the Certificate of Incorporation of the Company (the “Certificate”) filed with the Secretary of State of the State of Delaware on December 21, 2012; (iii) minutes and records of the proceedings of the Company with respect to the issuance of the Shares and (iv) the Registration Statement on Form S-8 (the “Registration Statement”) covering the issuance of the Shares pursuant to the Plan.

For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the legal capacity of all natural persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Company and the due authorization, execution and delivery of all documents by the parties thereto other than the Company. We have not independently established or verified any facts relevant to the opinions expressed herein, but have relied upon statements and representations of officers and other representatives of the Company and others.

Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that:

The Shares have been duly authorized, and, when (i) the Registration Statement becomes effective under the Securities Act of 1933, as amended (the “Act”), and (ii) the Shares have been issued and sold and the consideration has been received therefore by the Company pursuant to the terms of the Plan, the Shares will be validly issued, fully paid and non-assessable.

Our opinion expressed above is subject to the qualification that we express no opinion as to the applicability of, compliance with, or effect of any laws except the General Corporation Law of the State of Delaware (including the statutory provisions, all applicable provisions of the Delaware constitution and reported judicial decisions interpreting the foregoing).

We hereby consent to the filing of this opinion with the Securities and Exchange Commission (the “Commission”) as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.

We do not find it necessary for the purposes of this opinion, and accordingly we do not purport to cover herein, the application of the securities or “Blue Sky” laws of the various states to the issuance and sale of the Shares.

The ExOne Company

March 5, 2013

Page 2

This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. This opinion speaks only as of the date that the Registration Statement becomes effective under the Act and we assume no obligation to revise or supplement this opinion after the date of effectiveness should the General Corporation Law of the State of Delaware be changed by legislative action, judicial decision or otherwise after the date hereof.

Sincerely,

/s/ MORELLA & ASSOCIATES, A PROFESSIONAL CORPORATION

MORELLA & ASSOCIATES, A PROFESSIONAL CORPORATON

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated November 12, 2012 relating to the financial statements as of and for the years ended December 31, 2011 and 2010 of The Ex One Company, LLC and Subsidiaries appearing in the Prospectus filed pursuant to Rule 424(b)(4) of The ExOne Company (No. 333-185933) on February 7, 2013.

/s/ ParenteBeard LLC

Pittsburgh, Pennsylvania

March 5, 2013

Exhibit 99.2

T HE E X O NE C OMPANY

2013 E QUITY I NCENTIVE P LAN

Notice of Restricted Stock Award

Grant Number:

You have been granted restricted shares of Common Stock of The ExOne Company (the “Company”) on the following terms:


Name of Participant:

Total Number of Shares Granted:

Fair Market Value per Share:

Total Fair Market Value of Award:

Date of Grant:

Vesting Commencement Date:

Vesting Schedule:

You and the Company agree that these shares are granted under and governed by the terms and conditions of The ExOne Company 2013 Equity Incentive Plan (the “Plan”) and the Restricted Stock Agreement, which is attached to and made a part of this document.

You also agree that the Company may deliver by email all documents relating to the Plan or this award (including, without limitation, prospectuses required by the Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements). You also agree that the Company may deliver these documents by posting them on a web site maintained by the Company or by a third party under contract with the Company. If the Company posts these documents on a web site, it will notify you by email.

T HE E X O NE C OMPANY

2013 E QUITY I NCENTIVE P LAN

Restricted Stock Agreement


Defined Terms		Capitalized terms used and not otherwise defined herein have the definitions given to them in the Plan. If there is any conflict or inconsistency between the terms of this Restricted Stock Agreement and the Plan, the terms of the Plan shall control.

Payment for Shares		No payment is required for the shares that you are receiving.

Vesting		The shares that you are receiving will vest in installments, as shown in the Notice of Restricted Stock Award. In addition, the shares automatically vest in full prior to the consummation of a Corporate Transaction, at such times and upon such conditions as the Committee shall determine. If your services to the Company are Terminated for any reason, unless the Committee determines otherwise, vesting of your shares will automatically cease as of the Termination Date.

Shares Restricted		Unvested shares will be considered “Restricted Shares.” You may not sell, transfer, pledge or otherwise dispose of any Restricted Shares without the written consent of the Company [, except as provided in the next sentence. You may transfer Restricted Shares to your spouse, children or grandchildren or to a trust established by you for the benefit of yourself or your spouse, children or grandchildren. However, a transferee of Restricted Shares must agree in writing on a form prescribed by the Company to be bound by all provisions of this Agreement] .

Forfeiture		If your services to the Company are Terminated for any reason, then your shares will be forfeited to the extent that they have not vested before the termination date and do not vest as a result of the termination. This means that the Restricted Shares will immediately revert to the Company. You receive no payment for Restricted Shares that are forfeited. The Company determines when your Service terminates for this purpose.


Leaves of Absence and Part-Time Work		As more fully described in the definition of “Termination” in the Plan, your service to the Company will not be Terminated when you go on a military leave, a sick leave, or a leave of absence approved by the Committee of not more than 90 days. In addition, no Termination will occur if you go on a leave of absence for which continued crediting of service is required by applicable law or the Company’s written leave of absence policy. A Termination will occur if you do not immediately resume providing services to the Company at the end of any approved or permitted leave of absence. If you go on a leave of absence, then the vesting schedule specified in the Notice of Restricted Stock Award may be adjusted in accordance with the Company’s leave of absence policy or the terms of your leave. If you commence working on a part-time basis, then the vesting schedule specified in the Notice of Restricted Stock Award may be adjusted in accordance with the Company’s part-time work policy or the terms of an agreement between you and the Company pertaining to your part-time schedule.

Stock Certificates		Your Restricted Shares are being held as book entry shares by the Company’s transfer agent. If certificates for Restricted Shares are issued, they will bear a special legend referring their status as Restricted Shares and the potential of forfeiture. In addition to or in lieu of imposing the legend, the Company may hold the certificates in escrow. As your vested percentage increases, you may request (at reasonable intervals) that the Company release to you a non-legended certificate for your vested shares.

Voting Rights		You may vote your shares even before they vest.

Withholding Taxes		No stock certificates will be released to you unless you have made acceptable arrangements to pay any withholding taxes that may be due as a result of this award or the vesting of the shares. With the Company’s consent, these arrangements may include (a) withholding shares of Company stock that otherwise would be issued to you when they vest or (b) surrendering shares that you previously acquired. The fair market value of the shares you surrender, determined as of the date when taxes otherwise would have been withheld in cash, will be applied as a credit against the withholding taxes.

Restrictions on Resale		You agree not to sell any shares at a time when applicable laws, Company policies, or an agreement between the Company and its underwriters prohibit a sale. This restriction will apply as long as your Service continues and for such period of time after the termination of your Service as the Company may specify.


No Retention Rights		Your award or this Agreement does not give you the right to be employed or retained by the Company or a subsidiary of the Company in any capacity. The Company and its subsidiaries reserve the right to terminate your Service at any time, with or without cause.

Adjustments		In the event of a stock split, a stock dividend or a similar change in Company stock, the number of Restricted Shares that remain subject to forfeiture will be adjusted accordingly.

Section 83(b) Election		The Company urges you to seek the advise of your own tax consultants with respect to the tax effects of this Award, and with respect to the advisability of filing an election pursuant to Section 83(b) of the Internal Revenue Code. If you do not file such an election you will not recognize income on the shares until they become vested. If you do file such an election, you will recognize income on the shares immediately, based on their fair market value as of the date of the grant. An election under Section 83(b) must be made within thirty (30) days of the date of the grant.

Applicable Law		This Agreement will be interpreted and enforced under the laws of the State of Delaware, without regard to its choice-of-law provisions.

The Plan and Other Agreements		The text of the Plan is incorporated in this Agreement by reference, and this Agreement is subject to the terms of the Plan. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this award. Any prior agreements, commitments or negotiations concerning this award are superseded. This Agreement may be amended only by another written agreement between the parties.

By signing the cover sheet of this Agreement, you agree to all of the

terms and conditions described above and in the Plan.