Award Agreement. Each grant of Restricted Stock Units shall be evidenced by an Award Agreement that shall specify the Restrictions, the number of Shares subject to the Restricted Stock Units granted, and such other provisions as the Board shall determine in accordance with the Plan and Code Section 409A. The Board may impose such Restrictions on Restricted Stock Units, 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 Units shall be subject to a minimum one-year vesting period, except, if as provided in the 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 Agreement. Each grant of Restricted Stock UnitsShares shall be evidenced by an Award Agreement thatAgreement, which shall specify the Restrictions,Restrictions and the Period(s) of Restriction, the number of Shares subject to the Restricted Stock UnitsShares granted, and such other provisions as the Board shall determine in accordance with the Plan and Code Section 409A.determine. The Board may impose such Restrictions on any Restricted Stock Units,Shares as it may deem advisable, including time-based Restrictions, Restrictions based onupon the achievement of specific performance goals,goals (Company-wide, divisional, Subsidiary or individual), time-based Restrictions following the achievement of specific performance goals,on vesting or Restrictions based on the occurrence of a specified event, and/or restrictions under applicable securities laws; provided that in all casescases, the Restricted Stock UnitsShares shall be subject to a minimum one-year vesting period, except, if as provided in the 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'an approximate one-year period beginning on each regular annual meeting of the Company’s shareholders and ending on the date of the next regular annual meeting of the Company’s shareholders (a "Director's Compensation Year.Year").

Section # Restricted Stock Unit Award Agreement. Each grantAward of Restricted Stock Units shall be evidenced by an Award Agreement thatAgreement, which shall specify the Restrictions,Period of Restriction, the number of Restricted Stock Units (including the number of Shares subjector cash to be delivered or paid upon the lapse 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 granted, and such other provisions asthat must be satisfied for the Board shall determine in accordance withrestrictions on some or all of the Plan and Code Section 409A. The Board may impose such Restrictions on Restricted Stock Units, including time-based Restrictions, Restrictions based onShares to be delivered or cash to be paid at the achievementend of specific performance goals, time-based Restrictions following the achievementPeriod 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 Units shall be subject to a minimum one-year vesting period, except, if as provided in the 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.Restriction.

Award7.2Restricted Stock Agreement. Each grantAward of Restricted Stock and/or Restricted Stock Units shall be evidenced by an Award Agreement that shall specify the Restrictions,Period of Restriction, the number of Shares subject to theof Restricted Stock Units(or the number of Restricted Stock Units) granted, and such other provisionsterms and conditions as the BoardCommittee shall determine in accordance with the Plan and Code Section 409A. The Board may impose such Restrictions on Restricted Stock Units,determine, including time-based Restrictions, Restrictions based on the achievementterms regarding forfeiture 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 Units shall be subject to a minimum one-year vesting period, except, if as provided in the Award Agreement,Awards in the event of death, disability, retirement or Mandatory Retirement, or Terminationtermination of Affiliationemployment 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.Participant.

Award Agreement. Each grantAgreements. The terms of any Restricted Stock UnitsAward or Restricted Stock Unit Award granted under the Plan shall be evidenced by anset forth in a written Award Agreement thatwhich shall specifycontain provisions determined by the Restrictions, the number of Shares subject to the Restricted Stock Units granted,Committee and such other provisions as the Board shall determine in accordancenot inconsistent with the Plan andPlan. Such Award Agreement shall either comply with, or be exempt from, the requirements of Code Section 409A. The Board may impose such Restrictions onterms of Restricted Stock Units, 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 theAwards and Restricted Stock Units shallUnit Awards need not be subjectthe same with respect to a minimum one-year vesting period, except, if as provided in the 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.each Participant.

AwardRestricted Stock or Restricted Stock Unit Agreement. Each grant of Restricted Stock Unitsand/or Restricted Stock Unit grant shall be evidenced by an Award Agreement that shall specify the Restrictions,Period(s) of Restriction, the number of Shares subject toof Restricted Stock or the number of Restricted Stock Units granted, and such other provisions as the BoardCompensation Committee shall determine in accordance with the Plan and Code Section 409A. The Board may impose such Restrictions on Restricted Stock Units, 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 Units shall be subject to a minimum one-year vesting period, except, if as provided in the 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.determine.

Award Agreement. Each grant of Restricted Stock UnitsUnit Award shall be evidenced by an Award Agreement that shall specify the Restrictions,following: (a) the number of Shares subjectRestricted Stock Units; (b) the restricted period(s) applicable to the Restricted Stock Units granted, and such other provisions asUnits; (c) the Board shall determine in accordance withconditions upon which the Plan and Code Section 409A. The Board may impose such Restrictionsrestrictions on Restricted Stock Units, 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 Units will lapse; and (d) such other terms and conditions as the Committee shall be subject to a minimum one-year vesting period, except, if as provided indetermine and which are consistent with the Award Agreement, interms and conditions of 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.Plan.

Section # Restricted Stock Award Agreement. Each grantAward of Restricted Stock Units shall be evidenced by an Award Agreement thatAgreement, which shall specify the Restrictions,Period of Restriction, the number of Shares subject togranted, 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 granted, and such other provisions asthat must be satisfied for the Board shall determine in accordance withrestrictions on some or all of the Plan and Code Section 409A. The Board may impose such Restrictions on Restricted Stock Units, including time-based Restrictions, Restrictions based onShares to be released at the achievementend of specific performance goals, time-based Restrictions following the achievementPeriod 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 Units shall be subject to a minimum one-year vesting period, except, if as provided in the 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.Restriction.

Award Agreement. EachAwards of Restricted Stock and Restricted Stock Units. Shares of Restricted Stock and Restricted Stock Units may be issued either alone or in addition to other Awards granted under the Plan. The Committee shall determine the time or times at which, grants of Restricted Stock or Restricted Stock Units will be made, the number of shares to be awarded, the price (if any) to be paid by the Participant, the time or times within which such Awards may be subject to forfeiture, the vesting schedule and rights to acceleration thereof (a “Restriction Period”), and all other terms and conditions of the Awards. The Committee may condition the grant of Restricted Stock Units shall be evidenced by an Award Agreement that shall specify the Restrictions, the number of Shares subject to theor Restricted Stock Units granted, and such other provisions as the Board shall determine in accordance with the Plan and Code Section 409A. The Board may impose such Restrictions on Restricted Stock Units, including time-based Restrictions, Restrictions based onupon the achievement of specific performance goals, time-based Restrictions followingbusiness objectives, measurements of individual or business unit or Company performances, or such other factors as the Committee may determine. The provisions of Restricted Stock or Restricted Stock Unit Awards need not be the same with respect to each Participant, and such Awards to individual Participants need not be the same in subsequent years. Notwithstanding the foregoing, and except for Awards of Restricted Stock or Restricted Stock Units granted to non-Employee Directors or as provided in Article 11 and Article 14: # Restricted Stock and Restricted Stock Units that vest solely by the passage of time shall not vest in full in less than three (3) years from the Award Date (but may vest pro-rata during such period), and # Restricted Stock and Restricted Stock Units that vest upon the achievement of specific performance goals, Restrictions based on the occurrence of a specified event, and/or restrictions under applicable securities laws; provided thatgoals shall not vest, in all cases the Restricted Stock Units shall be subject to a minimum one-full, in less than one (1) year vesting period, except, if as provided infrom the 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.Date.

AwardRestricted Stock Unit Agreement. Each grant of Restricted Stock UnitsUnit Award shall be evidenced by an Award Agreement that shall specify the Restrictions,Period of Restriction, the number of Shares subject to the Restricted Stock Units granted, and if applicable, any Performance Period and Performance Goal, and such other provisions as the BoardCommittee shall determine in accordance with the Plan and Code Section 409A. The Board may impose such Restrictions on Restricted Stock Units, 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 Units shall be subject to a minimum one-year vesting period, except, if as provided in the 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.determine.