Forfeiture of Restricted Stock. The Restricted Stock grant shall be forfeited and the Grantee shall cease to be a shareholder with respect to such forfeited stock if service as a director is terminated before the third anniversary of the Grant Date for any reason other than those specified in Section 4 above. In such circumstances, the forfeited shares shall be deemed canceled and no longer outstanding as of the date of Termination.

In the event of a Termination for any reason other than those specified in Section 10 # above, any shares of Restricted Stock granted hereunder shall be forfeited and the Grantee shall return to the Company for cancellation any stock certificates representing such forfeited shares which shall be deemed to be canceled and no longer outstanding as of the date of Termination; and from and after the date of Termination, the Grantee shall cease to be a shareholder with respect to such forfeited shares and shall have no dividend, voting, or other rights with respect thereto. In addition, in the event of such a Termination, any then unvested credits made to the Stock Unit Account in lieu of the grant of Restricted Stock described in Section 4(a) or 4(d) shall be forfeited.

Forfeiture: The shares of restricted stock are forfeited in the event that prior to vesting, the director ceases to be a director other than by reason of his or her death, permanent disability or a change in control of the Company.