Award Agreements. The terms of any Restricted Stock Award or Restricted Stock Unit Award granted under the Plan shall be set forth in a written Award Agreement which shall contain provisions determined by the Committee and not inconsistent with the Plan. Such Award Agreement shall either comply with, or be exempt from, the requirements of Code Section 409A. The terms of Restricted Stock Awards and Restricted Stock Unit Awards need not be the same with respect to each Participant.

Award Agreements. The termsAgreement. Each Award of any Restricted Stock Award or Restricted Stock Unit Award granted under the Plan shall be set forth in a writtenevidenced by an Award Agreement. Each Award Agreement which shall contain provisions determined by the Committeeregarding terms and conditions, in each case not inconsistent with this Plan, as may be determined from time to time by the Plan. SuchCommittee. Shares issued under an Award Agreement shall either comply with, or be exempt from, the requirements of Code Section 409A. The terms of Restricted Stock Awardsmay be issued in the name of the Participant and Restricted Stock Unit Awards need not beheld by the same with respect toParticipant or held by the Company, in each Participant.case as the Committee may provide.

Restricted Stock Award orUnit Agreement. Each Restricted Stock Unit Award granted under thethis Plan shall be set forth in a writtenevidenced by an Award Agreement with the Company, which shall contain provisions determined by the Committeeterms and not inconsistentconditions set forth herein and shall otherwise be consistent with the Plan. Such Award Agreement shall either comply with, or be exempt from, the requirementsprovisions of Code Section 409A. The terms of Restricted Stock Awards and Restricted Stock Unit Awards need not be the same with respect to each Participant.this Plan.

Award Agreements. The termsAgreement. Each grant of any Restricted Stock Units shall be evidenced by an Award orAgreement that shall specify the Restrictions, the number of Shares subject to the Restricted Stock Unit Award granted underUnits granted, and such other provisions as the Board shall determine in accordance with the Plan shall be set forth in a written Award Agreement which shall contain provisions determined by the Committee and not inconsistent with the Plan. Such Award Agreement shall either comply with, or be exempt from, the requirements of Code Section 409A. The terms ofBoard may impose such Restrictions on Restricted Stock Awards andUnits, including time-based Restrictions, Restrictions based on the achievement of specific performance goals, time-based Restrictions following the achievement of specific performance goals, Restrictions based on the occurrence of a specified event, and/or restrictions under applicable securities laws; provided that in all cases the Restricted Stock Unit Awards need notUnits shall be subject to a minimum one-year vesting period, except, if as provided in the same with respect to each Participant.Award Agreement, in the event of death, disability, retirement or Mandatory Retirement, or Termination of Affiliation by the Company other than for Cause. For purposes of this minimum one-year vesting period requirement, a one-year vesting period will include a Director's Compensation Year.

Award Agreements. The terms of any Restricted Stock Award or Restricted Stock Unit Award granted under the Plan shall be set forth in a written Award Agreement which shall contain provisions determined by the Committee and not inconsistent with the Plan. Such Award Agreement shall either comply with, or be exempt from, the requirements of Code Section 409A. The termsAwards of Restricted Stock Awards andUnits shall be evidenced by Award Agreements specifying the number of Restricted Stock Unit Awards need notUnits subject to the Award, in such form as the Committee shall from time to time establish. No Award or purported Award of Restricted Stock Units shall be a valid and binding obligation of the sameCompany unless evidenced by a fully executed Award Agreement. Award Agreements evidencing Restricted Stock Units may incorporate all or any of the terms of the Plan by reference and shall comply with respectand be subject to each Participant.the following terms and conditions:

Award Agreements. The terms of any Restricted Stock Award orEach Restricted Stock Unit Award granted under the Plan shall be set forth in a writtenevidenced by an Award Agreement whichthat shall contain provisions determined byspecify the Committee and not inconsistent withfollowing: (a) the Plan. Such Award Agreement shall either comply with, or be exempt from, the requirements of Code Section 409A. The termsnumber of Restricted Stock Awards andUnits; (b) the restricted period(s) applicable to the Restricted Stock Unit Awards need not beUnits; (c) the sameconditions upon which the restrictions on the Restricted Stock Units will lapse; and (d) such other terms and conditions as the Committee shall determine and which are consistent with respect to each Participant.the terms and conditions of the Plan.

Award Agreements. The terms of any Restricted Stock Award orSection # Restricted Stock Unit Award granted under the Plan shall be set forth in a writtenAgreement. Each Award Agreement which shall contain provisions determined by the Committee and not inconsistent with the Plan. Such Award Agreement shall either comply with, or be exempt from, the requirements of Code Section 409A. The terms of Restricted Stock Awards andUnits shall be evidenced by an Award Agreement, which shall specify the Period of Restriction, the number of Restricted Stock Unit Awards need notUnits (including the number of Shares or cash to be delivered or paid upon the same with respectlapse of restrictions), and the terms and conditions of the Award. The Committee may, in its discretion, set Performance Targets in an Award Agreement for Restricted Stock Units that must be satisfied for the restrictions on some or all of the Shares to each Participant.be delivered or cash to be paid at the end of the Period of Restriction.

7.2Restricted Stock Agreement. Each Award Agreements. The terms of any Restricted Stock Award and/or Restricted Stock Unit Award granted under the PlanUnits shall be set forth in a writtenevidenced by an Award Agreement whichthat shall contain provisions determined byspecify the Committee and not inconsistent withPeriod of Restriction, the Plan. Such Award Agreement shall either comply with, or be exempt from, the requirementsnumber of Code Section 409A. The termsShares of Restricted Stock Awards and(or the number of Restricted Stock UnitUnits) granted, and such other terms and conditions as the Committee shall determine, including terms regarding forfeiture of Awards need not bein the same with respect to eachevent of termination of employment by the Participant.

Award Agreements. TheTerms and Conditions. In addition to the terms of anyand conditions set forth in Section 5, Restricted Stock Award or Restricted Stock Unit Award grantedUnits awarded under the Plan shall be set forth in a writtensubject to the following terms and conditions and any Award Agreement whichproviding for the grant of Restricted Stock Units shall contain provisions determined by the Committeesuch additional terms and conditions, not inconsistent with the Plan. Such Award Agreementprovisions of the Plan, as the Committee shall either comply with, or be exempt from, the requirements of Code Section 409A. The terms of Restricted Stock Awards and Restricted Stock Unit Awards need not be the same with respect to each Participant.deem desirable:

Award Agreements. The terms of any Restricted Stock Award or Restricted Stock Unit Award granted under the PlanAgreement. Each Restricted Stock and/or Restricted Stock Unit grant shall be set forth in a writtenevidenced by an Award Agreement whichthat shall contain provisions determined byspecify the Committee and not inconsistent withPeriod(s) of Restriction, the Plan. Such Award Agreement shall either comply with, or be exempt from, the requirementsnumber of Code Section 409A. The termsShares of Restricted Stock Awards andor the number of Restricted Stock Unit Awards need not beUnits granted, and such other provisions as the same with respect to each Participant.Compensation Committee shall determine.