Delivery of Shares. When the restrictions imposed hereunder and in the Plan expire or have been cancelled with respect to one or more of the Restricted Stock Units granted under the Plan, the Company shall notify the Grantee of same. The Company shall then deliver to the Grantee (or such Grantee’s legal representative, beneficiary or heir) a certificate for a number of Shares, without any legend or restrictions (except those required by any federal or state securities laws), equivalent to the number of Restricted Stock Units for which restrictions have been cancelled or have expired (or alternatively, an applicable book entry shall be made for uncertificated Shares). Notwithstanding the foregoing, if requested by the Grantee, the Committee or the Board, in its discretion, has the right to cancel Shares to be delivered to the Grantee having a Fair Market Value, on the day preceding the date of vesting of the Restricted Stock Units, equal to the aggregate required tax withholding in connection with such vesting, and to apply the value of such Shares as payment for the Grantee’s aggregate required tax withholding for the vesting of any Restricted Stock Units.

Delivery of Shares. When theany restrictions imposed hereunder and in the Plan expire or have been cancelled with respect to one or more shares of the Restricted Stock Units granted under the Plan,Stock, the Company shall notify the Grantee and the Escrow Agent of same. The Escrow Agent shall then return the certificate covering the Shares of Restricted Stock to the Company and upon receipt of such certificate the Company shall then deliver to the Grantee (or such Grantee’s legal representative, beneficiary or heir) a certificate for a number of Shares,shares of Common Stock, without any legend or restrictions (except those required by any federal or state securities laws), equivalent to the number of Shares of Restricted Stock Units for which restrictions have been cancelled or have expired (or alternatively, an applicable book entry shall be made for uncertificated Shares). If applicable, a new certificate covering Shares of Restricted Stock previously awarded to the Grantee which remain restricted shall be issued to the Grantee and held by the Escrow Agent and the Agreement, as it relates to such shares, shall remain in effect. Notwithstanding the foregoing, if requested by the Grantee, the Committee or the Board, in its discretion, has the right to cancel Shares of Restricted Stock to be delivered to the Grantee having a Fair Market Value, on the day preceding the date of vesting of the Restricted Stock Units,Stock, equal to the aggregate required tax withholding in connection with such vesting, and to apply the value of such Shares of Restricted Stock as payment for the Grantee’s aggregate required tax withholding for the vesting of any Shares of Restricted Stock Units.Stock.

Upon the satisfaction of Shares. Whenall conditions to vesting of, and the restrictions imposed hereunderlapse of the Restriction Period applicable to, all or part of an Award of Restricted Stock Units, as set forth in this Plan and the applicable Award Agreement, # the Company shall deliver to the Participant one share of Stock in the Plan expire or have been cancelled with respect to one or more of theexchange for each such vested Restricted Stock Unit and any Restricted Stock Units granted under the Plan, the Company shall notify the Grantee of same. The Company shall then deliverrelating to the Grantee (or such Grantee’s legal representative, beneficiary or heir) a certificate for a numberreinvestment of Shares, without any legend or restrictions (except those required by any federal or state securities laws), equivalent torelated Dividend Equivalents, and # the number ofapplicable Restricted Stock Units for which restrictions have been cancelled or have expired (or alternatively, an applicable book entry shall be made for uncertificated Shares). Notwithstandingcancelled, and the foregoing, if requestedshares of Stock so delivered shall not be subject to any further restrictions or limitations pursuant to this Plan. Unless determined otherwise by the Grantee, the Committee or the Board, in its discretion, has the right to cancel Shares to be deliveredat any time prior to the Grantee having a Fair Market Value, on the day preceding the date of vesting of theapplicable delivery date, each fractional Restricted Stock Units,Unit shall vest and be settled in an equal to the aggregate required tax withholding in connection with such vesting, and to apply the valuefraction of such Shares as payment for the Grantee’s aggregate required tax withholding for the vestinga share of any Restricted Stock Units.Stock.