Restricted Stock. The Committee (or, with respect to Directors, the Board) may grant Awards of Restricted Stock which shall be evidenced by an Agreement between the Company and the Grantee. Each Agreement shall contain such restrictions, terms and conditions as the Committee or Board may require and (without limiting the generality of the foregoing) such Agreements may require that an appropriate legend be placed on Share certificates. Awards of Restricted Stock shall be subject to the following terms and provisions:

Restricted Stock.Stock Units. The Committee (or, with respect to Directors, the Board) may grant Awards of Restricted Stock Units which shall be evidenced by an Agreement between the Company and the Grantee. Each Agreement shall contain such restrictions, terms and conditions as the Committee or Board may require and (without limiting the generality of the foregoing) such Agreements may require that an appropriate legend be placed on Share certificates.require. Awards of Restricted Stock Units shall be subject to the following terms and provisions:

Grant of Restricted Stock.Awards. The Committee (or, with respect to Directors, the Board) may grant Awardsmake grants of Restricted Stock whichand/or Restricted Stock Units to Participants. Each Restricted Award shall be evidenced by an Award Agreement betweensetting forth the Companynumber of shares of Restricted Stock or number of Restricted Stock Units granted and the Grantee. Each Agreement shall contain such restrictions, terms and conditions asto which the Restricted Award is subject. Restricted Awards may be granted by the Committee in its discretion with or Board may require and (without limiting the generality of the foregoing) such Agreements may require that an appropriate legend be placed on Share certificates. Awards of Restricted Stock shall be subject to the following terms and provisions:without cash consideration.

Restricted Stock. The Committee (or, with respect to Directors, the Board) may grant Awards ofRESTRICTED STOCK AGREEMENT. Each Restricted Stock whichgrant shall be evidenced by an Award Agreement betweenthat shall specify the CompanyPeriod(s) of Restriction, the number of Shares of Restricted Stock granted, and the Grantee. Each Agreement shall contain such restrictions, terms and conditionsother provisions as the Committee or Board may require and (without limiting the generality of the foregoing) such Agreements may require that an appropriate legend be placed on Share certificates. Awards of Restricted Stock shall be subject to the following terms and provisions:determine.

Grant. Whenever the Committee deems it appropriate to grant a Restricted Stock. The Committee (or, with respectStock Award, an Award Agreement shall be given to Directors, the Board) may grant AwardsParticipant stating the number of shares of Restricted Stock for which shall be evidenced by an Agreement between the CompanyAward is granted, the Date of Grant, and the Grantee. Each Agreement shall contain such restrictions, terms and conditions asto which the Award is subject. Certificates representing the shares shall be issued (or an equivalent book-entry notation shall be made in the records of the Company’s transfer agent) in the name of the Participant, subject to the restrictions imposed by the Plan and the Committee. Alternatively, the Committee or Board may require and (without limitingdetermine that the generality of the foregoing) such Agreements may require that an appropriate legend be placed on Share certificates. Awards of Restricted Stock shall be subjectheld by the Company rather than delivered to the following terms and provisions:Participant pending the release of the applicable restrictions. A Restricted Stock Award may be made by the Committee in its discretion without cash consideration.

Grant of Restricted Stock. The Committee (or, with respectRestricted Stock may be granted to Directors,Participants in such number, and upon such terms, and at any time and from time to time as shall be determined by the Board) mayCommittee, in its sole discretion. Each grant Awards of Restricted Stock which shall be evidenced by an Agreement between the Company and the Grantee. Each Agreement shall contain such restrictions, terms and conditions as the Committee or Board may require and (without limiting the generality of the foregoing) such Agreements may require that an appropriate legend be placed on Share certificates. Awards of Restricted Stock shall be subject to the following terms and provisions:Award Agreement.

Restricted Stock. The Committee (or, with respect to Directors, the Board) may grant AwardsAward Agreement. Each Award of Restricted Stock which shall be evidenced by an Agreement between the Company and the Grantee.Award Agreement. Each Award Agreement shall contain such restrictions,provisions regarding terms and conditionsconditions, in each case not inconsistent with this Plan, as may be determined from time to time by the Committee. Shares issued under an Award of Restricted Stock may be issued in the name of the Participant and held by the Participant or held by the Company, in each case as the Committee or Board may require and (without limiting the generality of the foregoing) such Agreements may require that an appropriate legend be placed on Share certificates. Awards of Restricted Stock shall be subject to the following terms and provisions:provide.

Restricted Stock.Grants. The Committee (or, with respect to Directors, the Board) may grant Awards of Restricted Stock which shallfor no cash consideration, for such minimum consideration as may be evidencedrequired by an Agreement betweenapplicable law, or for such other consideration as may be specified by the Company and the Grantee. Each Agreement shall contain such restrictions,grant. The terms and conditions as the Committee or Board may require and (without limiting the generality of the foregoing) such Agreements may require that an appropriate legend be placed on Share certificates. Awards of Restricted Stock shall be subjectspecified by the grant agreement. The Committee, in its sole discretion, may specify any particular rights which the person to whom an Award of Restricted Stock is made shall have in the Restricted Stock during the restriction period and the restrictions applicable to the following termsparticular Award, the vesting schedule (which may be based on service, performance or other factors) and provisions:rights to acceleration of vesting (including, without limitation, whether non-vested Shares are forfeited or vested upon termination of employment or service). Further, the Committee may award performance-based Restricted Stock by conditioning the grant or vesting or such other factors, such as the release, expiration or lapse of restrictions upon any such Award (including the acceleration of any such conditions or terms) of such Restricted Stock, upon the attainment of specified performance goals or such other factors as the Committee may determine. The Committee shall also determine when the restrictions shall lapse or expire and the conditions, if any, under which the Restricted Stock will be forfeited or sold back to the Company. Each Award of Restricted Stock may have different restrictions and conditions. The Committee, in its discretion, may prospectively change the restriction period and the restrictions applicable to any particular Award of Restricted Stock. Unless otherwise set forth in the Plan, Restricted Stock may not be disposed of by the recipient until the restrictions specified in the Award expire.

Restricted Stock. The Committee (or, with respect to Directors, the Board) may grant Awards of Restricted Stock whichAgreement. Each Restricted Stock Award shall be evidenced by an Agreement betweenthat shall specify the CompanyPeriod of Restriction, the number of Restricted Stock Shares granted, and, if applicable, any Performance Period and the Grantee. Each Agreement shall containPerformance Goal, and such restrictions, terms and conditionsother provisions as the Committee or Board may require and (without limiting the generality of the foregoing) such Agreements may require that an appropriate legend be placed on Share certificates. Awards of Restricted Stock shall be subject to the following terms and provisions:determine.

Restricted Stock.Stock Agreement. The Committee (or, with respectmay require, as a condition to Directors, the Board) may grant Awards ofreceiving a Restricted Stock which shall be evidenced by an Agreement betweenAward, that the Company andParticipant enter into a Restricted Stock Award Agreement, setting forth the Grantee. Each Agreement shall contain such restrictions, terms and conditions asof the Award. In lieu of a Restricted Stock Award Agreement, the Committee or Board may requireprovide the terms and (without limitingconditions of an Award in a notice to the generalityParticipant of the foregoing)Award, on the Stock certificate representing the Restricted Stock, in the resolution approving the Award, or in such Agreements may require that an appropriate legend be placed on Share certificates. Awards of Restricted Stock shall be subject to the following terms and provisions:other manner as it deems appropriate.