Exhibit G

		Document		To Be Signed By
Part I		Account and Plan Information		N/A
Part II	Trade Schedule A	Notice and Authorization of Exercise of Stock Options and Sale of Underlying Stock		N/A
Part II	Trade Schedule B	Sale of Clean Stock/Control Stock/Restricted Stock Awards or Units or ESPP Stock		N/A
Part III		Sales Plan Disclosures and Representations		Seller and MSSB
Part IV	Exhibit A	Issuer Representation Letter		Issuer
Part IV	Exhibit B	Seller Representation Letter		Seller, if applicable
Part IV	Exhibit C	Section 16 Authorization Letter		Seller, if applicable

---

	To the Seller:		Copies to:
			Name:
	Name:		Address:
	Address:		Telephone:
	Telephone:		Fax:
	Fax:		E-Mail:
	E-Mail:

	To Issuer:		Copies to:
	Name:		Name:
			Corporation
	Address:		Address:
	Telephone:		Telephone:
	Fax:		Fax:
	E-Mail:		E-Mail:

	To: MSSB 10b5-1 Preset Diversification Program Department		Copies to: MSSB Financial Advisor
			Primary Contact:
	Primary Contact:		Alternate Contact:
	Alternate Contact:		Address: 101 Park Avenue, 24th Floor
	Address: 1 New York Plaza, 38th Floor		New York, NY 10178
	New York, NY  10019		Telephone:
	Telephone:		Fax:
	Fax:		E-mail:
	E-mail:

Name of Seller:

Name of Issuer:

(a) Date of Grant	(b) Grant ID	(c) Strike Price	(d) Option Vest Date	(e) Option Expiration Date	(f)          Sale Period(s)		(g) Number of Shares to be Sold	(h) Limit Price
					Start Date	End Date

“No Sale” Periods (if any)
Start Date	End Date

2.

I hereby authorize MSSB or its affiliates, as applicable, to wire a cash amount sufficient to cover the cost of the exercise and any withholding taxes due to either the Issuer or, if applicable, the Issuer’s outside stock option plan administrator upon the exercise of any Options exercised and underlying Shares sold pursuant to this Plan.

•	Please list all Options to be exercised and sold in the order of proposed exercise and sale.  If a specific grant is not attributed to each individual Sale Period, Options will be exercised in the order that the grants are listed above.

•	In columns (a) through (e) please provide the details of the Option grants to be exercised and sold.

•

In column (f), state the first and last date on which the Shares are authorized to be sold during the Sale Period (Share sales may occur on or between these dates). If, during any Sale Period the stated price is not reached for some or all of these Shares, they will not be carried over into any subsequent Sale Period unless explicitly indicated.

•	In column (g), state the maximum number of Shares to be sold pursuant to the Option exercise.  Do not aggregate with amounts authorized to be sold at a different price during the same Sale Period.

•

In column (h), write a dollar price which is the minimum price per Share (the “Limit Price”) at which the Shares are authorized to be sold during the Sale Period.  All limit orders will be treated as “limit not held” orders.  Note: Option exercises and sales must be at a Limit Price, not at a “Market” price.

•	In the grid labeled “No Sale” Periods, list the time period(s), if any, during which no sales may be made, notwithstanding their inclusion in this Trade Schedule A.  These periods are independent of any suspension that may occur pursuant to this Plan.

Name of Seller:

Name of Issuer:

(a) Type (Clean (CLN), Control (CTRL), Restricted (RST), Restricted Stock Awards (RSA) or Units (RSU) or Employee Stock Purchase Plan shares (ESPP) )	(b) Grant ID (If applicable)	(c)          Date Shares Acquired / Vest Date (If applicable)	(d)          Sale Period(s)		(e)          Authorized Number of Owned Shares to be Sold	(f)          Limit Price (“Market” if a Market Order)
			Start Date	End Date

“No Sale” Periods (if any)
Start Date	End Date

•

Shares should be listed in chronological order of proposed sales.

•

In column (a), indicate the type of stock to be sold.

•

In column (b), for Restricted Stock Awards/units or ESPP Shares, please state the Grant ID, if applicable.

•

In column (c), state the date the Shares to be sold were acquired or vested. If the Shares were acquired/vested in more than one lot, state the acquisition/vest date for each lot.  If performance based Restricted Stock Awards or Units and vest date is unknown at this time, indicate “TBD” in the grid above.

•

In column (d), state the first and last date on which the Shares are authorized to be sold during the designated Sale Period (Share sales may occur on or between these dates).  If, during any Sale Period the stated price is not reached for some or all of these Shares, they will not be carried over into any subsequent Sale Period, unless explicitly indicated.

•

In column (e), state the maximum number of Shares authorized to be sold at the price during the designated Sale Period.  Do not aggregate with amounts authorized to be sold at a lower price during the same designated Sale Period.

•

In column (f), write either: (i) a dollar price, which is the minimum price (the “Limit” Price) at which Shares are authorized to be sold, or (ii) the word “market” if Shares are to be sold at the then-prevailing market price per Share during the Sale Period. All market orders will be treated as “market not held” orders.  All limit orders will be treated as “limit not held” orders.

•

In the grid labeled “No Sale” Periods, list the period(s), if any, during which no sales may be made pursuant to this Trade Schedule B, stated Sale Periods, notwithstanding.  These periods are independent of any suspension that may occur pursuant to this Plan.

1.

I hereby represent to MSSB that, as of the date of my signature below:

a.

I am not in possession, and am not aware, of any material nonpublic information about the securities which are the subject of this Plan or the Issuer of such securities;

b.

I am entering into this Plan in good faith and not as part of a plan or scheme to evade any law, including, without limitation, the federal securities laws or any law governing insider trading;

c.

I understand that the protections of the Rules may not apply if I alter this Plan or deviate from the instructions in any way, other than in accordance with the modification provisions of this Plan and applicable law;

d.

I own the securities which are the subject of this Plan free and clear and I acknowledge and confirm that:

(i)

Neither I, nor the securities subject to this Plan are subject to any pledges, liens, security interests or other impediments to transfer (except for those which I have entered into with MSSB or limitations imposed by Rule 144, if applicable), nor is there any contractual restriction or litigation, arbitration or other proceeding pending, or to my knowledge threatened, that would prevent or interfere with the exercise of options (“Options”) to purchase shares (“Shares”) of the Issuer or sale of Shares under this Plan; and

(ii)

The execution and delivery of this Plan by me and the transactions contemplated by this Plan will not contravene applicable law or any agreement or other instrument binding on me or any of my affiliates or any judgment, order or decree of any governmental body, agency or court having jurisdiction over me or my affiliates.

e.

While this Plan is in effect, I will not enter into any corresponding or hedging transaction or position with respect to the securities which are the subject of this Plan (including, without limitation, with respect to any securities convertible or exchangeable into common stock of the Issuer) and, unless this Plan is modified or terminated in accordance with the terms hereof, I agree not to alter or deviate from the terms of this Plan;

f.

I agree not to, directly or indirectly, communicate any information relating to the Shares or the Issuer to any employee of MSSB or its affiliates who are involved, directly or indirectly, in executing this Plan at any time while this Plan is in effect or attempt to exercise any influence over how, when or whether to effect any sales of Shares pursuant to this Plan;

g.

I represent that this Plan conforms with the trading policies of the Issuer, and I acknowledge and confirm that I have provided MSSB with an Issuer Representation letter dated as of the date of this Plan signed by an authorized representative of the Issuer substantially in the form of Part IV - Exhibit A to this Plan;

h.

I agree to notify MSSB in writing to the individuals set forth in Part I – Account and Plan Information as soon as practicable if I become aware of:

(i)

any restriction that would prohibit any sale pursuant to this Plan (other than any such restriction relating to my possession or alleged possession of material nonpublic information about the Issuer or its securities).  Such notice will indicate the anticipated duration of the restriction, but will not include any other information about the nature of the restriction or its applicability to me and will not in any way communicate any material nonpublic information about the Issuer or its securities to MSSB;

(ii)

any change in the Issuer’s insider trading policies;

(iii)

any change in the Issuer’s policies with regard to the timing or method of exercising options covered by this Plan;

(iv)

any change that would cause the sales hereunder not to meet all applicable requirements of Rule 144, if applicable; and

(v)

any stock split, stock dividend or other like distributions affecting the Shares (“Recapitalization”).

i.

I acknowledge that MSSB is not acting as my fiduciary but is acting in a brokerage capacity in connection with the adoption and implementation of this Plan;

j.

I agree that until this Plan has been terminated in accordance with its terms, I will not, without providing prior written notice to MSSB:

(i)

enter into a binding contract with respect to the purchase or sale of any securities of the Issuer with another broker, dealer or financial institution (each, a “Financial Institution”);

(ii)

instruct another Financial Institution to purchase or sell any securities of the Issuer; or

(iii)

adopt a plan for trading with respect to any securities of the Issuer other than this Plan.

k.

If I am a director or executive officer of the Issuer, then I am not subject to any current pension fund blackout period applicable to such Issuer, and I have not received written notice of the imposition of, nor am I aware of, the actual or approximate beginning or ending dates of any such blackout period and I further acknowledge and agree that I may not modify or otherwise alter this Plan in such circumstances;

l.

I represent that I am not entering into this Plan on behalf of, or with the assets of, an individual retirement account or individual retirement annuity, or any employee retirement or employee benefit plan (such as, for example, a Keogh or “HR-10” plan).  [Explanatory Note: A plan involving the sale of stock acquired through the exercise of employee stock options would not be “on behalf of, or with the assets of’ any of the types of plans referred to in this paragraph.]

m.

I represent that my account is not an “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, or a “plan” as defined under Section 4975(e) of the Internal Revenue Code of 1986, as amended, or an entity whose underlying assets include the assets of any such plan by reason of such a plan's investment in such entity.

1.

I understand that it is my responsibility to comply with all applicable laws (including, without limitation, Section 16 of the Exchange Act and the rules and regulations promulgated thereunder, if applicable) and policies of the Issuer of the securities with respect to the transactions contemplated by this Plan (“Covered Transactions”) and agree to comply with all such laws and policies;

2.

If I have specified that I am subject to the requirements of Section 16 of the Exchange Act, I agree to complete, execute and deliver to MSSB a Section 16 Authorization Letter substantially in the form of Part IV – Exhibit C to this Plan;

3.

I understand that federal securities laws may require me to disgorge all profits earned in connection with any purchase and sale of securities that occurs within six months of each other if I own 10% or more of any class of the Issuer’s equity securities, or if I am an officer or director of the Issuer (i.e., “short-swing profits”).  I further understand that it is my own responsibility to ensure compliance with such short-swing profit rules, and I will seek my own counsel with respect to ensuring compliance with such rules;

4.

I understand that there are securities laws and rules that require certain persons to timely file reports with the Securities and Exchange Commission (the “SEC”) as to the shareholder’s purchases and sales of the Issuer’s securities (including, without limitation, Section 13 and Section 16 of the Exchange Act).  I understand that it is my responsibility to ensure compliance with such rules in a timely manner to the extent applicable, and I will seek my own counsel with respect to whether and when such reports might need to be filed.  MSSB will not be required to: (i) make any of these filings on my behalf, (ii) review any Exchange Act filing made by me, or (iii) determine whether any Exchange Act filing by me has been made on a timely basis.  MSSB will not be liable to me for any misstatement, omission or defect in any of these filings; and

5.

I understand that the laws governing insider trading are fact-specific and that MSSB does not and cannot guarantee that any transaction that is executed pursuant to this Plan will be deemed covered by the protections of the Rules.

6.

If I have specified that I am subject to the requirements of Section 16 of the Exchange Act, MSSB will inform the Issuer and me of any sales made under this Plan by the business day immediately following the day on which such sales are executed, together with such information as shall be required by the Issuer and/or me to complete the Form 4 applicable to such sales.  I understand that I remain responsible for preparing and filing such forms.

1.

I understand that this Plan is applicable only as to securities that are freely-tradable and that are not subject to any restrictions against purchase or sale.  If I am considered an “Affiliate” within the meaning of Rule 144, then I understand that the provisions of that rule may limit the number of Shares I can sell at any given time.  In the event there is a conflict between the quantity of securities that I have directed to be sold and any lesser amount of Shares that are permitted to be sold pursuant to Rule 144 or other securities laws or rules, I hereby direct that the maximum limits established by such other laws or rules shall govern.  In no event will MSSB effect any sale if such sale would exceed the then-applicable limitation under Rule 144 assuming MSSB’s sales under this Plan are the only sales subject to that limitation.

2.

I agree not to take nor to cause any person or entity with which I would be required to aggregate sales of stock pursuant to Rule 144 to take, any action that would cause the sales hereunder not to meet all applicable requirements of Rule 144, including volume limitations.

3.

I instruct MSSB to conduct all sales pursuant to this Plan in accordance with the manner of sale requirement under Rule 144(f) and current public information requirements of Rule 144(c).

4.

I agree to timely provide completed and signed Rule 144 paperwork to MSSB (including, without limitation, a Seller Representation letter dated as of the date of this Plan substantially in the form of Part IV - Exhibit B to this Plan prior to the Adoption Date).  I acknowledge that MSSB requires this paperwork to facilitate Rule 144 trades for my account.  Consistent with Rule 144 filing requirements, MSSB hereby agrees to submit my completed Form144 – Notice of Proposed Sale to the Securities and Exchange Commission.  In order for MSSB to complete this paperwork, I authorize MSSB to maintain my pre-signed Forms 144 in safekeeping and to complete these forms as necessary before submitting them to the SEC.  I further agree to release, hold harmless and discharge MSSB and their affiliates, agents, officers, successors and insurers from any and all claims, demands, losses, liabilities, damages and other expenses which may be sustained at any time relating to its facilitating transactions and completing necessary paperwork on my behalf under Rule 144.

1.

Implementation of Plan.

a.

MSSB will sell the Shares subject to this Plan in accordance with the terms of this Plan for my account in accordance with the principles of best execution provided that MSSB may execute orders on a “not held” basis.  MSSB considers several factors, including price, the available liquidity pool, execution speed, transaction costs, service and opportunities for price improvement in determining where to route customer orders for execution.  A “not held” or “working order” permits MSSB to use reasonable brokerage judgment, exercising price and time discretion, as to when to execute the order.  However, MSSB will not sell any Shares subject to this Plan at a price less than the Limit Price, if applicable.

b.

MSSB may sell the Shares subject to this Plan on any national securities exchange, in the over-the-counter market, on an automated trading system or otherwise.  I agree that if MSSB or its affiliates is a market maker or dealer in such Shares at the time that any sale is to be made under this Plan, MSSB or its affiliates may, at its sole discretion, purchase such Shares in its capacity as market maker or dealer.

c.

I agree to deliver the Shares subject to this Plan to the extent I currently own such Shares into an account at MSSB in my name and for my benefit prior to the Selling Start Date.  I understand that this Plan shall not be effective until I establish a valid account at MSSB to hold the Shares.

2.

Modification of Plan.

a.

I may not modify this Plan unless:

(i)

such modification is accepted in writing by MSSB;

(ii)

I provide MSSB with:

(a)

an Issuer Representation Letter substantially in the form of Part IV - Exhibit A to this Plan;

(b)

a Seller Representation Letter substantially in the form of Part IV - Exhibit B to this Plan;

(c)

a modification letter and new trade schedule(s)  in which I represent that, among other things, on the date of such modification that I am not aware of any material, non-public information regarding the Issuer or any of its securities (including the Shares), that the modification is being made in good faith and not as part of a scheme to evade the Rules, and that my representations and warranties contained in this Plan are true at and as of the date of such letter as if made at and as of such date; and

(iii)

such modification occurs only outside of any “blackout periods” set forth in the Issuer’s insider trading policy and procedures.

b.

I further understand that the Issuer requires that such modification must wait until the later of i) 30 days after adoption of such modification; and ii) the termination of the next upcoming quarterly blackout period following the modification of the plan.  During such time, sales under the Plan must be suspended. The Issuer may impose additional requirements as a condition of allowing me to modify this Plan, including, but not limited to, an additional period of time which must elapse before trading may resume following such modification.  I agree to comply with any such additional requirements imposed by Issuer and to advise MSSB of such requirements.  I further agree that any such modification of this Plan shall be undertaken at my own risk without liability or consequence to MSSB.

3.

Suspension of Plan.

a.

I understand that trading under this Plan may be suspended if MSSB has received written notice from the Issuer or from me of a legal, regulatory or contractual restriction applicable to the Issuer or to me.  Upon receipt of such written notice, I expressly authorize MSSB to suspend trading as soon as practicable and trading shall not resume until MSSB has received written notice of the lifting of such suspension or the resolution of the underlying restriction.  If the events giving rise to a suspension of trading cannot be resolved (as determined by MSSB in its sole discretion), I understand and acknowledge that MSSB reserves the right, in its sole discretion, to terminate this Plan in accordance with the provisions contained herein.  In the event of a suspension, MSSB will resume effecting trades in accordance with this Plan as soon as MSSB determines that it is reasonably practical to do so.

b.

Upon the resumption of trading following a suspension, any trades having a Sales Period End Date scheduled to have occurred during such suspension period shall be deemed to have expired as of that scheduled Sales Period End Date as defined in Trade Schedule A or B, as applicable.  Any trades having a Sales Period Start Date scheduled to have occurred during the period of suspension shall be placed as soon as practicable for the balance of time remaining until the Sales Period End Date applicable to such trade.  All other trades shall be placed as originally indicated in this Plan.

4.

Termination of Plan.

a.

I understand that this Plan will terminate at market close on the Plan End Date or, if earlier, upon the completed sale of the maximum Shares subject to this Plan.  In addition, this Plan shall terminate, regardless of whether the maximum Shares have been sold, upon any of the following events:

(i)

MSSB receives written notice of my death;

(ii)

MSSB receives written notice of the commencement or impending commencement of any proceedings in respect of or triggered by my bankruptcy or insolvency;

(iii)

MSSB receives written notice of a valid instruction to transfer all or substantially all of the assets within my securities account at MSSB to another broker-dealer;

(iv)

MSSB receives two days’ written notice from me terminating this Plan (which may be given for any reason);

(v)

I receive written notice from MSSB terminating this Plan (which may be given for any reason);

(vi)

If I fail to comply in any material respect with any applicable law and/or any obligation under this Plan; and

(vii)

Upon my or the Issuer’s demonstrating to MSSB that any of the following contingencies have occurred:

(a)

A public announcement has been made of a tender offer involving the Issuer’s securities;

(b)

A definitive agreement has been announced relating to a merger, reorganization, consolidation or similar transaction in which the securities covered by this Plan would be subject to a lock-up provision;

(c)

A sale has been made of all or substantially all of the assets of the Issuer on a consolidated basis to an unrelated person or entity, or if a transaction affecting the Issuer occurs in which the owners of the Issuer’s outstanding voting power prior to the transaction do not own at least a majority of the outstanding voting power of the successor entity immediately upon completion of the transaction;

(d)

A dissolution or liquidation of the Issuer takes place or there is a commencement or impending commencement of any proceedings in respect of or triggered by the Issuer’s bankruptcy or insolvency; or

(e)

That this Plan or its attendant transactions may violate existing, new or revised federal or state laws or regulations, or may cause a breach of a contract or agreement to which the Issuer is a party or by which the Issuer is bound.

b.

In no event shall MSSB be deemed to have breached or failed to comply with this Plan if MSSB does not receive written notice from me or the Issuer of the above contingencies prior to the placement of a scheduled order under this Plan.

1.

Additional Documents.  I agree to complete, execute and deliver to MSSB any additional forms or other paperwork pursuant to this Plan at such times and in such form as MSSB may reasonably request.

2.

My Obligation to Consult Legal Advisors.  I agree that I will not enter into, modify, suspend or terminate this Plan except upon consultation with my own legal advisors.

3.

Inconsistent Provisions.  If any provision of this Plan is or becomes inconsistent with any applicable present or future law, rule or regulation, that provision will be deemed rescinded to the extent required in order to comply with the relevant law, rule or regulation.  All other provisions of this Plan will continue and remain in full force and effect.

4.

Market Disruptions and Other Unusual Situations.  I understand that MSSB may not be able to effectuate a sale due to a market disruption or a legal, regulatory or contractual restriction to which it, its affiliates, me or my affiliates may be subject (as determined by MSSB in its sole discretion).  If any transaction cannot be executed due to a market disruption, a legal, regulatory, or contractual restriction applicable to MSSB, or any other event, MSSB agrees to effectuate such sale as promptly as practical after the cessation or termination of such market disruption, applicable restriction or other event;  provided that such date does not exceed the Sales Period End Date for that order or the Plan End Date, or falls within a No Sales Period as defined in Trade Schedule A and/or B of this Plan.

5.

Non-Market Days and Trading Restrictions.  If I have given instructions that require an order to be entered on a particular date, and the date that I have selected for a transaction falls on a day when the applicable primary market for the security is closed, then I direct that the transaction occur on the next regular business day on which such market is open following the original date indicated; provided that such date does not exceed the Sales Period End Date for that order or the Plan End Date or falls within a No Sales Period as defined in Trade Schedule A and/or B of this Plan.

6.

State Insider Trading Laws.  I understand that some states may have their own laws that relate to insider trading.  I understand that MSSB makes no representation to me with respect to whether this Plan conforms to the laws of any particular state, and that I will seek the advice of my own counsel with respect to matters of state law.

7.

Prices.  All references in this Plan to per share prices will be before deducting any commission equivalent, mark-up or differential and other expenses of sale.

8.

Other Shares.  I may instruct MSSB to sell securities of the Issuer other than pursuant to this Plan.  The parties hereto agree that any such sale transaction will not be deemed to modify this Plan unless in connection with such transaction this Plan is modified pursuant to the process set forth in subsection D.2 above.

9.

Adjustments to Share and Dollar Amounts. The exercise and sale prices, and number of Options to be exercised and Shares to be sold, will be adjusted following such time as I or the Issuer notifies MSSB promptly of a Recapitalization, which shall be made by providing a new schedule reflecting the adjustment in Shares and prices after the Recapitalization.

10.

Effect of Instructions on Other Agreements with MSSB.  Subject to “Entire Agreement; Subsequent Plans” subsection below, nothing in this Plan changes any other terms or agreements that are already applicable to my account or accounts, or that otherwise exist between MSSB and me.

11.

Entire Agreement; Subsequent Plans.  This Plan constitutes the entire agreement between the parties with respect to this Plan and supersedes any prior agreements or understandings with respect to this Plan.  I understand that if I enter into a subsequent 10b5-1 trading plan, that plan will not amend, suspend or terminate this Plan unless explicitly agreed to by MSSB in writing.

12.

Assignment.  My rights and obligations under this Plan may not be assigned or delegated without the written permission of MSSB.  MSSB may assign or delegate any or all of its rights or obligations under this Plan to a company affiliated with, or a successor to, MSSB or to any assignee to which MSSB determines to assign all or part of its business relating to sales plans of this kind.  Any such assignment will not affect the status, or be deemed to be an amendment, of this Plan, the purpose of which is to provide me with an affirmative defense against charges of insider trading.

13.

Choice of Law Regarding Interpretation of Instructions.  This Plan shall be construed in accordance with the internal laws of the State of New York.

14.

Enforceability in the Event of Bankruptcy.  The parties acknowledge and agree that this Plan is a “securities contract” as defined in Section 741(7) of Title 11 of the United States Code (“Bankruptcy Code”) and shall be entitled to all of the protections afforded to such contracts under the Bankruptcy Code.

15.

Headings.  Headings used in this Plan are provided for convenience only and shall not be used to construe meaning or intent.

16.

Counterparts.  This Plan may be signed in any number of counterparts, each of which shall be deemed an original, with the same effect as if the signatures thereto and hereto were placed upon the same instrument.

Seller			Morgan Stanley Smith Barney LLC
By:			By:

Name:		Name:
Title:		Title:
Adoption Date:		Date:

Dated:  _ ___
	By:
		Name:
		Title:

1.

The undersigned does not know or have any reason to believe that the Issuer has not complied with the reporting requirements contained in Rule 144(c)(1);

2.

The Issuer is not, and has not been, a shell issuer as that term is defined in Rule 144(i)(1);

3.

With respect to any shares of the Stock that are restricted securities, as that term is defined in Rule 144(a)(3), a minimum of 6 months has elapsed since the date of acquisition of the Stock from the Issuer or an affiliate of the Issuer, and payment of the full purchase price, by the undersigned;

4.

At the time of any sale of the Stock for the account of the undersigned, the number of shares of the Issuer’s common stock sold by the undersigned or for the undersigned’s account and by or for the account of any person whose sales are required by paragraph (a)(2) and paragraph (e)(3) of Rule 144 to be aggregated with sales by or for the undersigned (other than shares sold pursuant to a registration statement under the Act, an exemption provided by Regulation A under the Act, or an exemption contained in Section 4 of the Act) will not exceed the amounts permitted by Rule 144(e);

5.

The undersigned has not solicited or arranged for the solicitation of, and will not solicit or arrange for the solicitation of, orders to buy the Stock in anticipation of or in connection with such proposed sale, and such sale shall be made in accordance with Rule 144(f);

6.

The undersigned has not made, and will not make, any payment in connection with the offering or sale of the Stock to any person other than the usual and customary compensation to MSSB;

7.

No share of the Stock is subject to any agreement granting any pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance, other than those which may have been entered into between the undersigned and MSSB;

8.

The undersigned authorizes MSSB to complete the Form 144 (“Form 144”) and this Seller’s Representation Letter (this “Letter”), including, but not limited to, completing the number of shares of Stock to be sold and any dates, as may be necessary to reflect my instructions, which may be written or oral, and the facts of the transaction as effected, and to use Form 144 and this Letter as appropriate to comply with Rule 144 and to effect settlement of any sale made in conjunction herewith; and

9.

The undersigned agrees to notify MSSB promptly if there are any changes to the facts or representations set forth in this Letter or in the accompanying Form 144 (if applicable) and hereby authorizes MSSB, if MSSB deems it necessary, to contact the Issuer, its counsel, its transfer agent, and their agents and representatives concerning this transaction. MSSB and its agents and representatives, the Issuer, its transfer agent and their agents and representatives may rely on the accuracy of the information contained in this Letter.

		Date

I.	Definitions

II.	Authorization and Representations.  By signing the Section 16 Authorization Letter, I agree to the following:

III.	Client Information

Account Name

Account Number

- XXX

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•	You represent that all client and/or account information on the form(s) included in this package is accurate;

•	You have received, reviewed and agree in your capacity as an owner, fiduciary, and/or authorized individual to be bound by all terms and conditions attached to any document/agreement you have signed electronically; and

•	You understand that this Addendum and any document/agreement you have signed electronically will be deemed to be executed in the United States.

Name
Signature

Date

	UNITED STATES						OMB APPROVAL
	SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   FORM 144						OMB Number: 3235-0101 Expires: July 31, 2023 Estimated average burden hours per response …..   1.00
	NOTICE OF PROPOSED SALE OF SECURITIES						SEC USE ONLY
	PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933						DOCUMENT SEQUENCE NO.
ATTENTION:  Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale                                directly with a market maker							CUSIP NUMBER
1 (a) NAME OF ISSUER (Please type or print)					(b) IRS IDENT. NO.	(c) S.E.C. FILE NO.	WORK LOCATION
1 (d) ADDRESS OF ISSUER                    STREET                           CITY                      STATE                        ZIP CODE							(e) TELEPHONE NO.
							AREA CODE	NUMBER
2 (a)  NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD			(b) RELATIONSHIP TO ISSUER	(c) ADDRESS                      STREET                                                                  CITY          STATE                     ZIP CODE

3 (a)	(b)	SEC USE ONLY	(c)	(d)	(e)	(f)	(g)
Title of the Class of Securities To Be Sold	Name and Address of Each Broker Through Whom the Securities are to be Offered or Each Market Maker who is Acquiring the Securities	Broker-Dealer File Number	Number of Shares or Other Units To Be Sold   (See instr. 3(c))	Aggregate Market Value   (See instr. 3(d))	Number of Shares or Other Units Outstanding   (See Instr. 3(e))	Approximate Date of Sale   (See instr. 3(f)) (MO.    DAY    YR.)	Name of Each Securities Exchange   (See instr. 3(g))
COMMON	Morgan Stanley Smith Barney LLC 1 New York Plaza, 38th Floor New York, NY 10004 ATTN:

1.  (a)  Name of issuer      (b)  Issuer's I.R.S. Identification Number      (c)  Issuer's S.E.C. file number, if any      (d)  Issuer's address, including zip code      (e)  Issuer's telephone number, including area code   2.  (a)  Name of person for whose account the securities are to be sold      (b)  Such person's relationship to the issuer (e.g., officer, director, 10%            stockholder or member of immediate family of any of the foregoing)      (c)  Such person's address, including zip code

3.  (a)  Title of the class of securities to be sold      (b)  Name and address of each broker through whom the securities are intended to be sold      (c)  Number of shares or other units to be sold (if debt securities, give the aggregate face amount)      (d)  Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of this notice      (e)  Number of shares or other units of the class outstanding, or if debt securities the face amount thereof              outstanding, as shown by the most recent report or statement published by the issuer      (f)  Approximate date on which the securities are to be sold      (g)  Name of each securities exchange, if any, on which the securities are intended to be sold

Title of the Class	Date You Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired (If gift, also give date donor acquired)	Amount of Securities Acquired	Date of Payment	Nature of Payment

INSTRUCTIONS:

If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given.  If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds

INSTRUCTIONS:		ATTENTION:
See the definition of "person" in paragraph (a) of Rule 144.  Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition.  In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.		The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed.  If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

DATE OF NOTICE

(SIGNATURE)

				The notice shall be signed by the person for whose account the securities are to be sold.  At least one copy of the notice shall be manually signed. Any copies not manually signed shall bear typed or printed signatures.
	DATE OF PLAN ADOPTION OR GIVING OF INSTRUCTION IF RELYING ON RULE 10B5-1