Delivery of Certificates; Registration of Shares. The Company shall deliver certificates for the Awarded Shares to the Participant or shall register the Awarded Shares in the Participant’s name, free of restriction under this Agreement, promptly after, and only after, the Restriction Period has expired without forfeiture pursuant to [Section 4]. In connection with any issuance of a certificate for Restricted Stock, the Participant shall endorse such certificate in blank or execute a stock power in a form satisfactory to the Company in blank and deliver such certificate and executed stock power to the Company.

Subject to [Section 6(b)(4)], the stock certificates evidencing such shares of Certificates; Registration of Shares. The CompanyRestricted Stock shall deliver certificates forbe delivered to and held in custody by the Awarded SharesCompany, or its designee, until the restrictions thereon shall have lapsed or any conditions to the Participant or shall register the Awarded Shares in the Participant’s name, freevesting of restriction under this Agreement, promptly after, and only after, the Restriction Period has expired without forfeiture pursuant to [Section 4]. In connection withsuch Award have been satisfied. As a condition of any issuance of a certificate for Restricted Stock,Stock Award, the Participant shall endorse such certificate in blank or execute a stock power in a form satisfactorydeliver to the Company a stock power, endorsed in blank and deliver such certificate and executed stock powerblank, relating to the Company.Stock covered by such Award.

Book Entry; Certificates. The Company shall deliverrecognize the Participant’s ownership through uncertificated book entry. If elected by the Company, certificates evidencing the Shares may be issued by the Company and any such certificates shall be registered in the Participant’s name on the stock transfer books of the Company promptly after the date hereof, but shall remain in the physical custody of the Company or its designee at all times prior to the later of # the vesting of Restricted Shares pursuant to this Agreement and # the expiration of any transfer restrictions set forth in this Agreement or otherwise applicable to the Shares. As soon as practicable following such time, any certificates for the Awarded Shares shall be delivered to the Participant or to the Participant’s legal guardian or representative along with the stock powers relating thereto. No certificates shall registerbe issued for fractional Shares. To the Awarded Shares inextent required by the Participant’s name, free of restriction under this Agreement, promptly after, and only after, the Restriction Period has expired without forfeiture pursuant to [Section 4]. In connection with any issuance of a certificate for Restricted Stock,Company, the Participant shall endorse such certificate in blank or execute a stock power in a form satisfactorydeliver to the Company a stock power, duly endorsed in blank and deliver such certificate and executed stock powerblank, relating to the Company.Restricted Shares that have not previously vested. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates (if any) to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves.

Stock Certificates. The Award Shares shall be registered on the Company's stock transfer books in the name of Certificates; Registration of Shares. The Company shall deliver certificates for the Awarded Shares to the Participant in book-entry or electronic form or in certificated form as determined by the Committee. If issued in certificated form, physical possession of the stock certificate(s) shall register the Awarded Shares in the Participant’s name, free of restriction under this Agreement, promptly after, and only after, the Restriction Period has expired without forfeiture pursuant to [Section 4]. In connection with any issuance of a certificate for Restricted Stock, the Participant shall endorse such certificate in blank or execute a stock power in a form satisfactory tobe retained by the Company in blankuntil such time as the Period of Restriction terminates and deliver such certificate and executed stock power to the Company.Award Shares become transferable or are forfeited hereunder.

Awards and Certificates. Except as otherwise provided below in [Section 9(c), (i)])] each Participant who is granted an Award of Certificates; RegistrationRestricted Stock may, in the Company’s sole discretion, be issued a share certificate in respect of Shares.such Restricted Stock; and # any such certificate so issued shall be registered in the name of the Participant, and shall bear an appropriate legend referring to the terms, conditions and restrictions applicable to any such Award. The Company may require that the share certificates, if any, evidencing Restricted Stock granted hereunder be held in the custody of the Company until the restrictions thereon shall deliver certificateshave lapsed, and that, as a condition of any Award of Restricted Stock, the Participant shall have delivered a share transfer form, endorsed in blank, relating to the Shares covered by such Award. Certificates for shares of unrestricted Common Stock may, in the Awarded SharesCompany’s sole discretion, be delivered to the Participant or shall registeronly after the Awarded Shares in the Participant’s name, free of restriction under this Agreement, promptly after, and only after, the RestrictionRestricted Period has expired without forfeiture pursuantin such Restricted Stock Award. With respect to [Section 4]. In connection with any issuanceRestricted Stock Units to be settled in Shares, at the expiration of a certificate forthe Restricted Stock,Period, share certificates in respect of the Participant shall endorseshares of Common Stock underlying such certificateRestricted Stock Units may, in blankthe Company’s sole discretion, be delivered to the Participant, or execute a stock powerhis legal representative, in a form satisfactorynumber equal to the number of shares of Common Stock underlying the Restricted Stock Units Award. Notwithstanding anything in the Plan to the contrary, any Restricted Stock or Restricted Stock Units to be settled in Shares (at the expiration of the Restricted Period, and whether before or after any vesting conditions have been satisfied) may, in the Company’s sole discretion, be issued in uncertificated form. Further, notwithstanding anything in the Plan to the contrary, with respect to Restricted Stock Units, at the expiration of the Restricted Period, Shares, or cash, as applicable, shall promptly be issued (either in certificated or uncertificated form) to the Participant, unless otherwise deferred in accordance with procedures established by the Company in blankaccordance with Section 409A of the Code, and deliver such certificate and executed stock powerissuance or payment shall in any event be made within such period as is required to avoid the Company.imposition of a tax under Section 409A of the Code.