Issuance. The Committee is authorized to grant to Participants Awards of Restricted Stock, which shall consist of Shares, and Restricted Stock Units which shall give the Participant the right to receive cash, Shares, other securities, other Awards or other property, in each case subject to the termination of the Restricted Period determined by the Committee. Notwithstanding the following terms, the Committee may impose other terms that may be more or less favorable to the Company as it deems fit. In the absence of any such differing provisions, Awards of Restricted Stock and Restricted Stock Units shall have the provisions described below.

Issuance.Grant of Restricted Awards. The Committee is authorized to grant to Participants Awardsmay make grants of Restricted Stock, which shall consist of Shares, andStock and/or Restricted Stock Units whichto Participants. Each Restricted Award shall givebe evidenced by an Award Agreement setting forth the Participant the right to receive cash, Shares, other securities, other Awards or other property, in each case subject to the terminationnumber of the Restricted Period determined by the Committee. Notwithstanding the following terms, the Committee may impose other terms that may be more or less favorable to the Company as it deems fit. In the absence of any such differing provisions, Awardsshares of Restricted Stock andor number of Restricted Stock Units shall havegranted and the provisions described below. terms and conditions to which the Restricted Award is subject. Restricted Awards may be granted by the Committee in its discretion with or without cash consideration.

Issuance. The Committee is authorized to grant to Participants Awards of Restricted Stock, which shall consist of Shares, and Restricted Stock Units which shall give the Participant the right to receive cash, Shares, other securities, other Awards or other property, in each case subjectSubject to the terminationprovisions of the Restricted Period determined by the Committee. Notwithstanding the following terms,Plan, the Committee may impose other terms that may be more or less favorableshall have sole and complete authority to determine the Company as it deems fit. In the absence of any such differing provisions, Awards ofParticipants to whom Restricted Stock and Restricted Stock Units shall havebe granted, the provisions described below. number of shares of Restricted Stock or the number of Restricted Stock Units to be granted to each Participant, the duration of the period during which, and the conditions under which, the Restricted Stock and Restricted Stock Units may be forfeited to the Company, and the other terms and conditions of such Awards. The Restricted Stock and Restricted Stock Unit Awards shall be evidenced by Award Agreements in such form as the Committee shall from time to time approve, which agreements shall comply with and be subject to the terms and conditions provided hereunder and any additional terms and conditions established by the Committee that are consistent with the terms of the Plan.

Issuance. The Committee is authorized to grant to Participants AwardsGrant of Restricted Stock, which shall consist of Shares, andStock Units. Restricted Stock Units whichmay be granted to Participants in such number, and upon such terms, and at any time and from time to time as shall give the Participant the right to receive cash, Shares, other securities, other Awards or other property, in each case subject to the termination of the Restricted Periodbe determined by the Committee. Notwithstanding the following terms, the Committee may impose other terms that may be more or less favorable to the Company as it deems fit. In the absenceCommittee, in its sole discretion. A grant of any such differing provisions, Awards ofa Restricted Stock andUnit or Restricted Stock Units shall havenot represent the provisions described below. grant of Shares but shall represent a promise to deliver a corresponding number of Shares or the value of each Share based upon the completion of service, performance conditions, or such other terms and conditions as specified in the applicable Award Agreement over the Period of Restriction. Each grant of Restricted Stock Units shall be evidenced by an Award Agreement.

Issuance.Restricted Stock and Restricted Stock Units. The Committee is hereby authorized to grant to Participants Awards of Restricted Stock, which shall consist of Shares, and Restricted Stock Units which shall give the Participant the right to receive cash, Shares, other securities, other Awards or other property, in each case subject to the termination of the Restricted Period determined by the Committee. Notwithstanding the following terms, the Committee may impose other terms that may be more or less favorable to the Company as it deems fit. In the absence of any such differing provisions, Awardsan Award of Restricted Stock and Restricted Stock Units shall haveto Eligible Persons with the following terms and conditions and with such additional terms and conditions not inconsistent with the provisions described below. of the Plan as the Committee shall determine:

Issuance.Restrictions. The Committee is authorizedRestricted Period may differ among Participants and may have different expiration dates with respect to grant to Participants Awardsportions of Restricted Stock, which shall consist of Shares, and Restricted Stock Units which shall giveShares covered by the Participant the right to receive cash, Shares, other securities, other Awards or other property, in each case subjectsame Award. Subject to the terminationterms of the Restricted Period determined by the Committee. Notwithstanding the following terms, the Committee may impose other terms that may be more or less favorable to the Company as it deems fit. In the absence of any such differing provisions,Plan, Awards of Restricted Stock and Restricted Stock Units shall have such restrictions as the Committee may impose (including, without limitation, limitations on the right to vote Restricted Stock or the right to receive any dividend or other right or property), which restrictions may lapse separately or in combination at such time or times, in installments or otherwise (including the achievement of performance measures as determined by the Committee), as the Committee may deem appropriate. Any Shares or other securities distributed with respect to Restricted Stock or which a Participant is otherwise entitled to receive by reason of such Shares shall be subject to the restrictions contained in the applicable Award Agreement. Subject to the aforementioned restrictions and the provisions described below.of the Plan, a Participant shall have all of the rights of a stockholder with respect to Restricted Stock.

Issuance. The Committee is hereby authorized to grant to Participants Awards of Restricted Stock, which shall consist of Shares, and Restricted Stock Units which shall give the Participant the right to receive cash, Shares, other securities, other Awards or other property, in each case subject to the termination of the Restricted Period determined by the Committee. Notwithstanding the following terms, the Committee may impose other terms that may be more or less favorable to the Company as it deems fit. In the absence of any such differing provisions, Awards of Restricted Stock and Restricted Stock Units shall have the provisions described below. to Participants.

Issuance. The Committee is authorized to grant to Participants Awards of Restricted Stock, which shall consist of Shares, and Restricted Stock Units which shall give the Participant the right to receive cash, Shares, other securities, other Awards or other property, in each case subject to the termination of the Restricted Period determined by the Committee. Notwithstanding the following terms, the Committee may impose other terms that may be more or less favorable to the Company as it deems fit. In the absence of any such differing provisions,Grants. Awards of Restricted Stock and of Restricted Stock Units may be issued hereunder to Participants either alone or in addition to other Awards granted under the Plan (a “Restricted Stock Award” or “Restricted Stock Unit Award” respectively), and such Restricted Stock Awards and Restricted Stock Unit Awards shall havealso be available as a form of payment of Performance Awards and other earned cash-based incentive compensation. A Restricted Stock Award or Restricted Stock Unit Award shall be subject to vesting restrictions imposed by the provisions described below. Committee covering a period of time

Issuance. The Committee is authorizedIn lieu of or in addition to grant to Participants Awards of Restricted Stock, which shall consist of Shares, andthe Committee may grant Restricted Stock Units whichunder such terms and conditions as shall give the Participant the right to receive cash, Shares, other securities, other Awards or other property, in each case subject to the termination of the Restricted Periodbe determined by the Committee. Notwithstanding the following terms, the Committee may impose other terms that may be more or less favorable to the Company as it deems fit. In the absence of any such differing provisions, Awards of Restricted Stock and Restricted Stock Units shall be subject to the same terms and conditions under this Plan as Restricted Stock except as otherwise provided in this section 7.09 or as otherwise provided by the Committee. Except as otherwise provided by the Committee, the award shall be settled and pay out promptly upon vesting (to the extent permitted by Section 409A of the Code), and the Participant holding such Restricted Stock Units shall receive, as determined by the Committee, Shares (or cash equal to the Fair Market Value of the number of Shares as of the date the award becomes payable) equal to the number of such Restricted Stock Units. Restricted Stock Units shall not be transferable, shall have no voting rights, and shall not receive dividends, but shall, unless otherwise provided by the provisions described below. Committee, receive dividend equivalents at the time and at the same rate as dividends are paid on Shares with the same record and pay dates.

Issuance. The Committee is authorized to grant to Participants AwardsGrant of Restricted Stock, which shall consist of Shares, and Restricted Stock Units which shall give the Participant the right to receive cash, Shares, other securities, other Awards or other property, in each case subjectDeferred Stock Units. Subject to the terminationterms and provisions of this Plan, the Committee, at any time and from time to time, may award Shares of Restricted Period determined by the Committee. Notwithstanding the following terms,Stock, Restricted Stock Units and/or Deferred Stock Units to Participants in such amounts as the Committee may impose other terms that may be more or less favorable to the Company as it deems fit. In the absence of any such differing provisions, Awards of Restricted Stock andshall determine. Restricted Stock Units shall be similar to Restricted Stock except that no Shares are actually issued to the Participant until the Period of Restriction has expired and any other performance-based or other vesting conditions have been satisfied. Deferred Stock Units shall be similar to Restricted Stock Units except that the provisions described below. issuance of Shares shall be further delayed after vesting as specified under the terms of the Award.