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The Administrator is authorized to grant Restricted Stock to Eligible Individuals, and shall determine the terms and conditions, including the restrictions applicable to each award of Restricted Stock, which terms and conditions shall not be inconsistent with the Plan, and may impose such conditions on the issuance of such Restricted Stock as it deems appropriate.

TheSubject to the terms and provisions of this Plan, the Administrator is authorized to grantmake awards of Restricted Stock to any Eligible Individuals,Participant in such amounts and shall determine the terms and conditions, including the restrictions applicablesubject to each award of Restricted Stock, whichsuch terms and conditions shall notas may be inconsistent withselected by the Plan, andAdministrator. The restrictions may imposelapse separately or in combination at such conditions ontimes, under such circumstances, in such instalments, time-based or upon the issuancesatisfaction of suchperformance goals or otherwise, as the Administrator determines at the time of the grant of the Award. (Refer to Performance Goals, [Section 14.4]). All awards of Restricted Stock as it deems appropriate.shall be evidenced by Award Agreements.

Grant of Restricted Stock. The Administrator is authorized to grantmake Awards of Restricted Stock to Eligible Individuals,any Service Provider selected by the Administrator in such amounts and shall determine the terms and conditions, including the restrictions applicablesubject to each award of Restricted Stock, whichsuch terms and conditions shall not be inconsistent withas determined by the Plan, and may impose such conditions on the issuanceAdministrator. All Awards of such Restricted Stock as it deems appropriate.shall be evidenced by an Award Agreement.

TheSubject to the terms and provisions of this Plan, the Administrator is authorized to grantmake awards of Restricted Stock Units to any Eligible Individuals,Participant in such amounts and shall determine the terms and conditions, including the restrictions applicablesubject to each award of Restricted Stock, whichsuch terms and conditions shall notas may be inconsistent withselected by the Plan, andAdministrator. These restrictions may imposelapse separately or in combination at such conditions ontimes, under such circumstances, in such instalments, time-based or upon the issuancesatisfaction of suchperformance goals or otherwise, as the Administrator determines at the time of the grant of the Award. (Refer to Performance Goals, [Section 14.4]). All awards of Restricted Stock as it deems appropriate.Units shall be evidenced by Award Agreements.

Nature of Restricted Stock Awards. The Administrator is authorized tomay grant Restricted Stock to Eligible Individuals, and shall determineAwards under the terms and conditions, including the restrictions applicable to each awardPlan. A Restricted Stock Award is any Award of Restricted Stock, which termsStock subject to such restrictions and conditions shall notas the Administrator may determine at the time of grant. Conditions may be inconsistent with the Plan,based on continuing employment (or other Service Relationship) and/or achievement of pre-established performance goals and may impose such conditions on the issuance of such Restricted Stock as it deems appropriate.objectives.

Nature of Restricted Stock Awards. The Administrator is authorized tomay grant Restricted Stock to Eligible Individuals, and shall determineAwards under the terms and conditions, including the restrictions applicable to each awardPlan. A Restricted Stock Award is any Award of Restricted Stock, whichShares subject to such restrictions and conditions as the Administrator may determine at the time of grant. Conditions may be based on continuing employment (or other Service Relationship) and/or achievement of pre-established performance goals and objectives. The terms and conditions of each such Award Certificate shall not be inconsistent withdetermined by the Plan,Administrator, and such terms and conditions may impose such conditions on the issuance of such Restricted Stock as it deems appropriate.differ among individual Awards and grantees.

TheGrant of Restricted Stock. Subject to the terms and provisions of the Plan, the Administrator is authorizedmay, at any time and from time to time, grant Shares of Restricted Stock to Eligible Individuals, andService Providers in such amounts as the Administrator, in its sole discretion, shall determine the terms and conditions, including the restrictions applicable to each award of Restricted Stock, which terms and conditions shall not be inconsistent with the Plan, and may impose such conditions on the issuance of such Restricted Stock as it deems appropriate.determine.

The Administrator is authorized to grantGeneral. Restricted Stock to Eligible Individuals, andor Restricted Stock Units may be issued under the Plan. The Administrator shall determine the termsEligible Recipients to whom, and conditions, including the restrictions applicable to each award oftime or times at which, Restricted Stock, whichStock or Restricted Stock Units shall be made. Each Participant who is granted Restricted Stock or Restricted Stock Units shall enter into an Award Agreement with the Company, containing such terms and conditions as the Administrator shall determine, in its sole discretion, including, among other things, the number of Shares to be awarded; the price, if any, to be paid by the Participant for the acquisition of Restricted Stock or Restricted Stock Units; the period of time restrictions, performance goals or other conditions that apply to Transferability, delivery or vesting of such Awards (the “Restricted Period”); and all other conditions applicable to the Restricted Stock and Restricted Stock Units. If the restrictions, performance goals or conditions established by the Administrator are not attained, a Participant shall forfeit his or her Restricted Stock or Restricted Stock Units, in accordance with the terms of the grant. The provisions of the Restricted Stock or Restricted Stock Units need not be inconsistentthe same with the Plan, and may impose such conditions on the issuance of such Restricted Stock as it deems appropriate.respect to each Participant.

The Administrator is authorizedGrant of Restricted Stock. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may grant Shares of Restricted Stock to Eligible Individuals, and shall determineService Providers in such amounts as the terms and conditions, including the restrictions applicable to each award of Restricted Stock, which terms and conditions shall not be inconsistent with the Plan, and may impose such conditions on the issuance of such Restricted Stock as it deems appropriate.Administrator, in its sole discretion, will determine.

Issuance of Restricted Stock. The Administrator is authorized to grantissuance of Restricted Stock granted pursuant to Eligible Individuals, andthe Plan may be evidenced in such manner as the Administrator shall determine the terms and conditions, including the restrictions applicable to each award of Restricted Stock, which terms and conditions shall not be inconsistent with the Plan, and may impose such conditions on the issuance of such Restricted Stock as it deems appropriate.determine.

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