Fill and Sign the Limited Power of Attorney for Stock Transactions and Corporate Powers New York Form

LIMITED POWER OF ATTORNEY FOR STOCK TRANSACTIONS AND OTHER CORPORATE POWERS CAUTION TO THE PRINCIPAL: YOUR POWER OF ATTORNEY IS AN IMPORTANT DOCUMENT. AS THE "PRINCIPAL," YOU GIVE THE PERSON WHOM YOU CHOOSE (YOUR "AGENT") AUTHORITY TO SPEND YOUR MONEY AND SELL OR DISPOSE OF YOUR PROPERTY DURING YOUR LIFETIME WITHOUT TELLING YOU. YOU DO NOT LOSE YOUR AUTHORITY TO ACT EVEN THOUGH YOU HAVE GIVEN YOUR AGENT SIMILAR AUTHORITY. WHEN YOUR AGENT EXERCISES THIS AUTHORITY, HE OR SHE MUST ACT ACCORDING TO ANY INSTRUCTIONS YOU HAVE PROVIDED OR, WHERE THERE ARE NO SPECIFIC INSTRUCTIONS, IN YOUR BEST INTEREST. "IMPORTANT INFORMATION FOR THE AGENT” AT THE END OF THIS DOCUMENT DESCRIBES YOUR AGENT'S RESPONSIBILITIES. YOUR AGENT CAN ACT ON YOUR BEHALF ONLY AFTER SIGNING THE POWER OF ATTORNEY BEFORE A NOTARY PUBLIC. YOU CAN REQUEST INFORMATION FROM YOUR AGENT AT ANY TIME. IF YOU ARE REVOKING A PRIOR POWER OF ATTORNEY BY EXECUTING THIS POWER OF ATTORNEY, YOU SHOULD PROVIDE WRITTEN NOTICE OF THE REVOCATION TOYOUR PRIOR AGENT(S) AND TO THE FINANCIAL INSTITUTIONS WHERE YOUR ACCOUNTS ARE LOCATED. YOU CAN REVOKE OR TERMINATE YOUR POWER OF ATTORNEY AT ANY TIME FOR ANY REASON AS LONG AS YOU ARE OF SOUND MIND. IF YOU ARE NO LONGER OF SOUND MIND, A COURT CAN REMOVE AN AGENT FOR ACTING IMPROPERLY. YOUR AGENT CANNOT MAKE HEALTH CARE DECISIONS FOR YOU. YOU MAY EXECUTE A "HEALTH CARE PROXY" TO DO THIS. THE LAW GOVERNING POWERS OF ATTORNEY IS CONTAINED IN THE NEW YORK GENERAL OBLIGATIONS LAW, ARTICLE 5, TITLE 15. THIS LAW IS AVAILABLE AT A LAW LIBRARY, OR ONLINE THROUGH THE NEW YORK STATE SENATE OR ASSEMBLY WEBSITES, WWW.SENATE.STATE.NY.US OR WWW.ASSEMBLY.STATE.NY.US. IF THERE IS ANYTHING ABOUT THIS DOCUMENT THAT YOU DO NOT UNDERSTAND, YOU SHOULD ASK A LAWYER OF YOUR OWN CHOOSING TO EXPLAIN IT TO YOU. STATE OF NEW YORK - 1 - COUNTY OF ____________________ KNOW ALL MEN BY THESE PRESENT, THAT I, ____________________ , whose address is ____________________ , ____________________ (City), ____________________ (State) ____________________ (Zip), have made, constituted and appointed, and by these presents do make, constitute and appoint, ____________________ my true and lawful attorney -in-fact to act with the following limited powers, to wit: Exercising stock options and voting all of my shares of stock in ____________________ , a Corporation incorporated in the State of ____________________ , hereinafter "Corporation", without the necessity of a proxy and the right to appoint proxies therefor, and possessing all powers that I possess as granted to me by the Bylaws of said corporation, to incorporate, reorganize, merge, consolidate, recapitalize, sell, liquidate or dissolve any business; elect or employ officers, directors and agents; carry out the provisions of any agreement for the sale of any business interest or the stock therein. These powers include, but are not limited to, the following: A. Receive, hold, transfer, sell and convey any stock certificates of the Corporation and all documents of title in connection therewith; B. Make, execute and deliver, in my name and on my behalf, for any consideration whatsoever, for cash, instruments of conveyance covering the stock of the Corporation, containing such terms, covenants and conditions deemed necessary or advisable by my agent; C. Execute, in my name and on my behalf, such contracts or other assurances as may be requested or required by any bank or other institution or individual when carrying out the powers granted herein; and D. Acquire, exchange, buy or sell my stock in the corporation, or any interest therein, on such terms and conditions as my agent shall deem proper. Execute and deliver, in my name and on my behalf, conveyances of said stock. FURTHER, I do authorize my aforesaid attorney to execute, acknowledge and deliver any instrument under seal or otherwise, and to do all things necessary to carry out the intent hereof, hereby granting unto my said attorney full power and authority to act in and concerning the premises as fully and effectually as I may do if personally present, limited, however, to the purpose for which this limited power of attorney is executed. PROVIDED, however, that all business transacted hereunder for me or for my account shall be transacted in my name, and that all endorsements and instruments executed by my said attorney for the purpose of carrying out the foregoing powers shall contain my name, followed by that of my said attorney and the designation "attorney-in-fact". This Power of Attorney shall be: ( ) Non-Durable ( ) Durable and shall not be affected by any subsequent disability or incompetence. I further declare that any act or thing lawfully done hereunder and within the powers herein stated by my said attorney shall be binding on myself and my heirs, legal and personal representatives and assigns, - 2 - whether the same shall have been done either before or after my death, or other revocation of this instrument, unless and until reliable intelligence or notice thereof shall have been received by my said attorney. Third parties may rely upon the representations of the agents as to all matters relating to any power granted to them hereunder, and no person who may act in reliance upon the representations of the agent or the authority granted to it shall incur any liability to the principal or his estate as result of permitting the agent to exercise any power. SIGNATURE AND ACKNOWLEDGMENT: In Witness Whereof I have hereunto signed my name on ____________________________________ , 20      . PRINCIPAL signs here: ► __________________________________________ Individual Capacity within the State of New York State of New York, County of __________________ , ss On the ______ day of __________________ in the year ____________ before me, the undersigned, personally appeared ________________________ , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity , and that by his signature on the instrument, the individual , or the person upon behalf of which the individual acted, executed the instrument. Signature and Office of Person Taking Acknowledgement Type/Print Name: __________________________ Individual Capacity Outside the State of New York State of __________________ , County of __________________ , ss On the ______ day of __________________ in the year ____________ before me, the undersigned, personally appeared ______________________________ , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity , and that by his signature on the instrument, the individual , or the person upon behalf of which the individual acted, executed the instrument and that such individual made such appearance before the undersigned in the ________________________ (insert the city or other political subdivision and the State or country or other place the acknowledgment was taken). Signature and Office of Person Taking Acknowledgement Type/Print Name: __________________________ - 3 - IMPORTANT INFORMATION FOR THE AGENT: When you accept the authority granted under this Power of Attorney, a special legal relationship is created between you and the principal. This relationship imposes on you legal responsibilities that continue until you resign or the Power of Attorney is terminated or revoked. You must: (1) act according to any instructions from the principal, or, where there are no instructions, in the principal's best interest; (2) avoid conflicts that would impair your ability to act in the principal's best interest; (3) keep the principal's property separate and distinct from any assets you own or control, unless otherwise permitted by law; (4) keep a record or all receipts, payments, and transactions conducted for the principal; and (5) disclose your identity as an agent whenever you act for the principal by writing or printing the principal's name and signing your own name as "agent" in either of the following manners: (Principal's Name) by (Your Signature) as Agent, or (your signature) as Agent for (Principal's Name). You may not use the principal's assets to benefit yourself or anyone else or give gifts to yourself or anyone else unless the principal has specifically granted you that authority in this document, which is either a statutory gifts rider attached to a statutory short form power of attorney or a non-statutory power of attorney. If you have that authority, you must act according to any instructions of the principal or, where there are no such instructions, in the principal's best interest. You may resign by giving written notice to the principal and to any co-agent, successor agent, monitor if one has been named in this document, or the principal's guardian if one has been appointed. If there is anything about this document or your responsibilities that you do not understand, you should seek legal advice. Liability of agent: The meaning of the authority given to you is defined in New York's General Obligations Law, Article 5, Title 15. If it is found that you have violated the law or acted outside the authority granted to you in the Power of Attorney, you may be liable under the law for your violation. AGENT'S SIGNATURE AND ACKNOWLEDGMENT OF APPOINTMENT: It is not required that the principal and the agent(s) sign at the same time, nor that multiple agents sign at the same time. I , ______________________________________________________________________________ , have read the foregoing Power of Attorney. I am the person identified therein as agent for the principal named therein. I acknowledge my legal responsibilities. - 4 - Agent signs here: ► _______________________________________ Type or Print Name _______________________________________ Type or Print Name Individual Capacity within the State of New York State of New York, County of __________________ , ss On the ______ day of __________________ in the year ____________ before me, the undersigned, personally appeared ________________________ , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity , and that by his signature on the instrument, the individual , or the person upon behalf of which the individual acted, executed the instrument. Signature and Office of Person Taking Acknowledgement Type/Print Name: __________________________ Individual Capacity Outside the State of New York State of __________________ , County of __________________ , ss On the ______ day of __________________ in the year ____________ before me, the undersigned, personally appeared ______________________________ , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity , and that by his signature on the instrument, the individual , or the person upon behalf of which the individual acted, executed the instrument and that such individual made such appearance before the undersigned in the ________________________ (insert the city or other political subdivision and the State or country or other place the acknowledgment was taken). Signature and Office of Person Taking Acknowledgement Type/Print Name: __________________________ SUCCESSOR AGENT'S SIGNATURE AND ACKNOWLEDGMENT OF APPOINTMENT: - 5 - It is not required that the principal and the successor agent(s), if any, sign at the same time, nor that multiple successor agents sign at the same time. Furthermore, successor agents can not use this power of attorney unless the agent(s) designated above is/are unable or unwilling to serve. I/ we, ________________________ have read the foregoing power of attorney. I am/we are the person(s) identified therein as Successor agent(s) for the principal named therein. Successor agent(s) sign(s) here:==> ___________________________ Successor agent(s) sign(s) here:==> ___________________________ Individual Capacity within the State of New York State of New York, County of __________________ , ss On the ______ day of __________________ in the year ____________ before me, the undersigned, personally appeared ________________________ , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity , and that by his signature on the instrument, the individual , or the person upon behalf of which the individual acted, executed the instrument. Signature and Office of Person Taking Acknowledgement Type/Print Name: __________________________ Individual Capacity Outside the State of New York State of __________________ , County of __________________ , ss On the ______ day of __________________ in the year ____________ before me, the undersigned, personally appeared ______________________________ , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity , and that by his signature on the instrument, the individual , or the person upon behalf of which the individual acted, executed the instrument and that such individual made such appearance before the undersigned in the ________________________ (insert the city or other political subdivision and the State or country or other place the acknowledgment was taken). Signature and Office of Person Taking Acknowledgement Type/Print Name: __________________________ SIGNATURES OF WITNESSES: By signing as a witness, I acknowledge that the principal signed this document in my presence and the - 6 - presence of the other witness, or that the principal acknowledged to me that the principal’s signature was affixed by him or her or at his or her direction. I also acknowledge that the principal has stated that this document reflects his or her wishes and that he or she has signed it voluntarily. ___________________________ _________________________ Signature of witness 1 Signature of witness 2 __________________________ __________________________ Date Date __________________________ __________________________ Print name Print name __________________________ __________________________ Address Address __________________________ __________________________ City, State, Zip code City, State, Zip code - 7 -