FIDELITY ACCOUNT CUSTOMER AGREEMENT
• You acknowledge that various federal and state laws or regulations
may be applicable to your transactions, including, without limitation,
Rule 144 under the Securities Act of 1933 and Section 16(b) of the
Securities Exchange Act of 1934, and you agree to conduct these
transactions in conformity with all applicable laws and regulations.
• You acknowledge that your rights and obligations with respect to the
Rights (including, without limitation, quantities, vesting dates, and
expiration dates) are determined under the Plan Documents, and
that if any information provided by Fidelity to you (whether verbally
or in writing) conflicts with the provisions of the Plan Documents, the
information in the Plan Documents will control.
• You acknowledge that certain events may affect your rights and
obligations with respect to the Rights (including, without limitation,
changes in your employment relationship with the Issuer), and that
you are responsible for understanding your rights and obligations
with respect to the Rights.
• You authorize Fidelity to act on your instructions (given in writing, by
telephone, or electronically) with respect to Rights in connection with
the Issuer, including, without limitation, to exercise, purchase shares,
or take other actions with respect to the Rights on your behalf, or to
hold, transfer, or sell shares in your account.
• You authorize and direct Fidelity to act on instructions given on your
behalf by the Issuer to Fidelity with respect to Rights in connection
with the Issuer, including, without limitation, to exercise, to purchase
shares, to take other actions with respect to the Rights on your
behalf, to sell shares in your account, and to transfer shares or funds
from your account to the Issuer or its agent for payments relating to
the Rights, including, without limitation, withholding and exercise or
purchase price for the Rights.
• You understand that your instructions to Fidelity are irrevocable,
except in the case of an unexecuted limit order, which you may
attempt to cancel.
• You authorize the Issuer or its agent to rely without further investiga-
tion on this authorization as conclusive evidence of your irrevocable
election to authorize Fidelity to act on your behalf with respect to
the Rights, including exercising your Rights in accordance with and
subject to the terms, provisions, and conditions of the Issuer’s Stock
Plans and the Plan Documents.
• In connection with certain Stock Plans, you may agree to certain con-
tractual limitations on the shares that you obtain through the Stock
Plan, including, without limitation, contractual restrictions on your
ability to sell securities you obtain in connection with Stock Plans,
and you hereby consent to and authorize Fidelity to take actions
reasonable and necessary to enforce such contractual limitations in
accordance with the Stock Plans and the Plan Documents.
• You authorize Fidelity, the Issuer, and their agents to exchange
information regarding the exercise of your Rights and your purchase
and sale of shares, including, without limitation, notice of exercise,
number of shares, sale date, sale price, and income tax information
relating to compensation income and tax withholding in relation to
these transactions and subsequent sales, transfers, and dispositions
of shares.
• Fidelity reserves the right to reject any order to sell shares in your
account until shares are properly delivered by the Issuer and depos-
ited into your account.
• You authorize the Issuer or its agent to issue shares in connection
with any Rights to Fidelity in street name and to forward the shares
(plus any dividend, split, or similar distribution paid by the Issuer
or its agent with respect to such shares) directly to Fidelity for your
account.
• You acknowledge that the Rights were granted in connection with
your employment and, at the time of exercise, purchase, or other
direction you give to Fidelity, you will be authorized to exercise, pur-
chase, or take such other action.
• You understand that the Rights and/or the subsequent sale of the
shares may have significant tax consequences. You further understand
that Fidelity and its agents and employees are not authorized to give
you tax or investment advice, and you have consulted such other
sources you deem appropriate in connection with your transactions.
• You agree to indemnify Fidelity for any loss we may suffer as a result
of our compliance with the authorizations set forth herein and any
instructions given by you.
Precious Metals
Precious metals are not covered by SIPC account protection, but are
insured by the depository at market value if stored through us. When
trading precious metals, note that because they can experience
sudden and rapid price changes, they are risky as investments, and we
cannot guarantee you an advantageous price when you trade them.
If you take delivery of precious metals, delivery charges, sales and use
taxes, and storage fees will apply.
Closing Your Account
We can close your account, or terminate any optional feature,
at any time, for any reason, and without prior notice. You can close
your account, or terminate any optional feature, by notifying us in
writing or calling us on a recorded line. We may automatically close
accounts with zero balances.
Regardless of how or when your account is closed, you will remain
responsible for all charges, debit items, or other transactions you
initiated or authorized, whether arising before or after termination.
Note that a final disbursement of assets may be delayed until any
remaining issues have been resolved.
If your account has a balance of less than $100 and no account activ-
ity has occurred for a 6-month period, you authorize Fidelity to sell
the securities in the account, send a check for all the proceeds and
any other cash to your address of record, and close your account.
Monitoring Your Account and
Notifying Us of Errors
As an account owner, you are responsible for monitoring your account.
This includes making sure that you are receiving transaction confirma-
tions, account statements, and any other expected communications. It
also includes reviewing these documents to see that information about
your account is accurate and contains nothing suspicious. Please note
that, unless we have otherwise contractually agreed to do so, we do
not have an ongoing responsibility to monitor an investment strategy,
account type, or securities bought, sold, or held in your account, even
in cases where we have made a recommendation.
Note that so long as we send communications to you at the physical or
electronic address of record given on the application, or to any other
address given to us by an authorized person, the communications are
legally presumed to have been delivered, whether you actually received
them or not. In addition, confirmations and statements are legally pre-
sumed to be accurate unless you specifically tell us otherwise.
If you have not received a communication you expected, or if
you have a question or believe you have found an error in any
communication from us, telephone us immediately, then follow up
with written confirmation.
You agree to notify us immediately if:
• you placed an order electronically but did not receive a reference
number for it (an electronic order is not considered received until
we have issued an acknowledgment)
• you received confirmation of an order you did not place, or any
similar conflicting report
• there is any other type of discrepancy or suspicious or unexplained
occurrence relating to your account
• your password or access device is lost or stolen, or you believe
someone has been using it without authorization
If any of these conditions occurs and you fail to notify us immediately,
neither we nor any other Fidelity affiliate will be liable for any con-
sequences. If you do immediately notify us, our liability is limited as
described in this agreement.
With any feature or service that is governed by a separate agreement
(such as a credit card agreement), note that different policies con-
cerning error resolution and liability may apply, as described in the
separate agreement.
If, through any error, you have received property that is not rightfully
yours, you agree to notify us and return the property immediately.