Delivery of Shares. The Company shall implement the grant of a Restricted Stock Award by book-entry issuance of Shares to the Participant in an account maintained by the Company at its transfer agent. Unless otherwise determined by the Committee and provided in the Award Agreement, the grantee shall have all rights of a shareholder with respect to the shares of Restricted Stock, including the right to receive dividends and the right to vote such Shares, provided, that, except as otherwise determined by the Committee and provided in the Award Agreement, all of the Shares shall be forfeited and all rights of the grantee to such Shares shall terminate, without further obligation on the part of the Company, unless the grantee remains in the continuous employment of one or more Employers for the entire Restricted Period in relation to which such Shares were granted and unless any other restrictive conditions relating to the Restricted Stock Award are met. Any dividends (including cash dividends) granted with respect to Restricted Stock shall be subject to the same restrictions that apply to the underlying Shares.

Delivery of Shares. The Company shall implementRights as a Stockholder. Upon the grant of athe Restricted Stock Award by book-entry issuanceand payment of Shares to the Participant in an account maintained by the Company at its transfer agent. Unless otherwise determined by the Committee and provided in the Award Agreement, theany applicable purchase price, a grantee shall have allthe rights of a shareholderstockholder with respect to the shares of Restricted Stock, including the right to receive dividends and the right to vote such Shares, provided, that, except as otherwise determined by the Committee and provided in the Award Agreement, allvoting of the Restricted Shares shall be forfeited and all rightsreceipt of dividends; provided that if the grantee to such Shares shall terminate, without further obligation on the partlapse of the Company, unless the grantee remains in the continuous employment of one or more Employers for the entire Restricted Period in relation to which such Shares were granted and unless any other restrictive conditions relatingrestrictions with respect to the Restricted Stock Award is tied to the attainment of performance goals, any dividends paid by the Company during the performance period shall accrue and shall not be paid to the grantee until and to the extent the performance goals are met. Any dividends (including cash dividends) grantedmet with respect to the Restricted Stock Award. Unless the Administrator shall otherwise determine, # uncertificated Restricted Shares shall be accompanied by a notation on the records of the Company or the transfer agent to the effect that they are subject to forfeiture until such Restricted Shares are vested as provided in Section 7(d) below, and # certificated Restricted Shares shall remain in the same restrictions that applypossession of the Company until such Restricted Shares are vested as provided in Section 7(d) below, and the grantee shall be required, as a condition of the grant, to deliver to the underlying Shares.Company such instruments of transfer as the Administrator may prescribe.

DeliveryRights of Shares. The Company shall implement the grantHolders of a Restricted Stock Award by book-entry issuance of Shares to the Participant in an account maintained by the Company at its transfer agent.and Restricted Stock Units. Unless otherwise determined by the Committee and provided in the Award Agreement, beginning on the granteedate of grant of the Restricted Stock Award and subject to execution of the Award Agreement, the Participant shall become a stockholder of the Company with respect to all Shares subject to the Award Agreement and shall have all of the rights of a shareholder with respect to the shares of Restricted Stock,stockholder, including the right to receive dividends and the right to vote such Shares, provided, that, exceptShares and the right to receive distributions made with respect to such Shares. A Participant receiving a Restricted Stock Unit Award shall not possess voting rights with respect to such Award. Except as otherwise determined by the Committee and provided in thean Award Agreement, all of theAgreement any Shares shall be forfeited and all rights of the grantee to such Shares shall terminate, without further obligation on the part of the Company, unless the grantee remains in the continuous employment of one or more Employers for the entire Restricted Period in relation to which such Shares were granted and unless any other restrictive conditions relatingproperty (other than cash) distributed as a dividend or otherwise with respect to theany Restricted Stock Award are met. Any dividends (including cash dividends) granted with respector Restricted Stock Unit Award as to Restricted Stockwhich the restrictions have not yet lapsed shall be subject to the same restrictions that apply to the underlying Shares.as such Restricted Stock Award or Restricted Stock Unit Award.

DeliveryGrant of Shares.Restricted Stock. The Company shall implement the grant of a Restricted Stock Award by book-entry issuance of Shareshereby grants to the Participant in an account maintained byGrantee a total of ​ restricted Shares (the “Restricted Stock”). Except as otherwise provided herein including, without limitation, the Company at its transfer agent. Unless otherwise determined byprovisions of Paragraph 4 hereof, the Committee and provided in the Award Agreement, the granteeGrantee shall have all rights of a shareholder with respect to the sharesRestricted Stock all of Restricted Stock,the rights of a holder of Shares, including the right to receive dividendsdividends, if paid, and the right to vote suchthe Shares, provided, that, except ashowever, that the amount of any dividend otherwise determined by the Committee and provided in the Award Agreement, all of the Shares shall be forfeited and all rights of the grantee to such Shares shall terminate, without further obligationpayable on the part of the Company, unless the grantee remains in the continuous employment of one or more Employers for the entire Restricted Period in relation to which such Shares were granted and unless any other restrictive conditions relating to the Restricted Stock Award are met. Any dividends (including cash dividends) granted with respectprior to the date on which the Restricted Stock has become vested shall instead be held in escrow from and after the dividend payment date until the Restricted Stock vests, at which time the amount of the dividend shall be paid to the Grantee (or, if such Restricted Stock is forfeited prior to becoming vested, the amount of any dividend related to such Restricted Stock shall also be forfeited). Unless otherwise directed by the Committee, the Restricted Stock shall be subjectheld in book entry form with appropriate restrictions relating to the same restrictions that apply to the underlyingtransfer of such Shares.

DeliveryRights of Shares. The Company shall implementHolders of Restricted Stock. Unless the grantCommittee otherwise provides in an Award Agreement, holders of a Restricted Stock Award by book-entry issuance of Shares to the Participant in an account maintained by the Company at its transfer agent. Unless otherwise determined by the Committee and provided in the Award Agreement, the grantee shall have all rights of a shareholder with respect to the shares of Restricted Stock, including the right to receive dividends and the right to vote such Shares, provided, that, except as otherwise determined byshares of Restricted Stock and the right to receive any dividends declared or paid with respect to such shares of Restricted Stock. Unless the Committee and providedotherwise provides in thean Award Agreement, all of the Shares shall be forfeited and all rights of the grantee to such Shares shall terminate, without further obligationdividends paid on the part of the Company, unless the grantee remains in the continuous employment of one or more Employers for the entire Restricted Period in relation to which such Shares were granted and unless any other restrictive conditions relating to the Restricted Stock Awardwhich vest or are met. Any dividends (including cash dividends) grantedearned based upon the achievement of performance goals shall not vest unless such performance goals for such Restricted Stock are achieved. All stock distributions, if any, received by a Participant with respect to Restricted Stock as a result of any stock split, stock dividend, combination of stock, or other similar transaction shall be subject to the samevesting conditions and restrictions that applyapplicable to the underlying Shares.such Restricted Stock.

Delivery of Shares. The Company shall implementUnless the grantCommittee otherwise provides in an Award Agreement, holders of a Restricted Stock Award by book-entry issuance of Shares to the Participant in an account maintained by the Company at its transfer agent. Unless otherwise determined by the Committee and provided in the Award Agreement, the grantee shall have all rights of a shareholder with respect to the shares of Restricted Stock, including the right to receive dividends and the right to vote such Shares, provided, that, except as otherwise determined byshares of Restricted Stock and the Committee and provided in the Award Agreement, all of the Shares shall be forfeited and all rights of the granteeright to receive any dividends declared or paid with respect to such Shares shall terminate, without further obligationshares of Restricted Stock. The Committee may provide that any dividends paid on the partRestricted Stock must be reinvested in shares of the Company, unless the grantee remains in the continuous employment of oneStock, which may or more Employers for the entire Restricted Period in relation to which such Shares were granted and unless any other restrictive conditions relatingmay not be subject to the same vesting conditions and restrictions as the vesting conditions and restrictions applicable to such Restricted Stock. Dividends paid on Restricted Stock Awardwhich vests or is earned based upon the achievement of performance goals shall not vest unless such performance goals for such Restricted Stock are met. Any dividends (including cash dividends) grantedachieved, and if such performance goals are not achieved, the Grantee of such Restricted Stock shall promptly forfeit and repay to the Company such dividend payments. All stock distributions, if any, received by a Grantee with respect to Restricted Stock as a result of any stock split, stock dividend, combination of stock, or other similar transaction shall be subject to the samevesting conditions and restrictions that applyapplicable to the underlying Shares.such Restricted Stock.

Delivery of Shares. The Company shall implement the grant of a Restricted Stock Award by book-entry issuance of Shares to the Participant in an account maintained by the Company at its transfer agent.Voting and Dividend Rights. Unless otherwise determined by the Committee and providedset forth in thea Participant’s applicable Award Agreement, to the granteeextent permitted or required by law, as determined by the Committee, a Participant holding Shares of Restricted Stock granted hereunder shall have allbe granted the right to exercise full voting rights of a shareholder with respect to the shares of Restricted Stock, includingthose Shares and the right to receive dividends anddeclared on those Shares during the right to vote such Shares,Period of Restriction provided, that, except as otherwise determined by the Committee and providedhowever, that in the case of an Award Agreement, all ofas to which vesting depends upon the Shares shall be forfeited and all rights of the grantee to such Shares shall terminate, without further obligation on the part of the Company, unless the grantee remains in the continuous employmentsatisfaction of one or more Employers for the entire Restricted Period in relation to whichperformance conditions, such Shares were granted and unless any other restrictive conditions relating to the Restricted Stock Award are met. Any dividends (including cash dividends) granted with respect to Restricted Stock shall be subject to the same restrictions that apply toperformance conditions as the underlying Shares.Award.

Delivery of Restricted Shares. TheAs soon as practicable after the Grant Date, the Company shall implementwill cause its transfer agent to either maintain a book entry account in your name reflecting the grantissuance of athe Restricted Shares, or issue one or more stock certificates in your name evidencing the Restricted Shares. Any such stock certificate will be deposited with the Company or its designee, and bear an appropriate legend referring to the restricted nature of the Restricted Stock evidenced thereby. Any book-entry that reflects the issuance of such Restricted Shares will be subject to stop transfer instructions as provided in Sections 9(b) and 9(c). Your right to receive this Restricted Stock Award by book-entry issuance of Sharesis conditioned upon your execution and delivery to the Participant in an account maintained byCompany of any instruments of assignment that may be necessary to permit transfer to the Company at its transfer agent. Unless otherwise determined by the Committee and provided in the Award Agreement, the grantee shall haveof all rights ofor a shareholder with respect to the shares of Restricted Stock, including the right to receive dividends and the right to vote such Shares, provided, that, except as otherwise determined by the Committee and provided in the Award Agreement, allportion of the Restricted Shares shall beif such Restricted Shares are forfeited and all rights of the grantee to such Shares shall terminate, without further obligation on the part of the Company, unless the grantee remains in the continuous employment of onewhole or more Employers for the entire Restricted Period in relation to which such Shares were granted and unless any other restrictive conditions relating to the Restricted Stock Award are met. Any dividends (including cash dividends) granted with respect to Restricted Stock shall be subject to the same restrictions that apply to the underlying Shares.part.

DeliveryRights of Shares. The Companythe Participant and Restrictions. A Participant shall implement the granthold shares of a Restricted Stock Award by book-entry issuance of Sharessubject to the Participantrestrictions set forth in an account maintained by the Company at its transfer agent. UnlessAward Agreement and in the Plan. In other respects, unless otherwise determined by the Committee and provided in the Award Agreement, the granteeParticipant shall have all the rights of a shareholder with respect to the shares of Restricted Stock, including the right to receive dividends andincluding, but not limited to, the right to vote such Shares, provided, that, except as otherwise determined byshares and the Committeeright to receive all cash dividends and provided inother distributions paid thereon. To the Award Agreement, all of the Shares shall be forfeited and all rights of the grantee to such Shares shall terminate, without further obligation on the part of the Company, unless the grantee remains in the continuous employment of one or more Employers for the entire Restricted Period in relation to which such Shares were granted and unless any other restrictive conditions relatingextent stock certificates are delivered to the Restricted Stock Award are met. Any dividends (including cash dividends) granted with respect toParticipant, the certificates representing Restricted Stock shall be subjectbear a legend referring to the same restrictions that apply toset forth in the underlying Shares.Plan and the Participant’s Award Agreement.

Delivery of Shares. The Company shall implementRights as a Stockholder. Upon the grant of a Restricted Stock Award by book-entry issuanceand payment of Shares to the Participant in an account maintained by the Company at its transfer agent. Unless otherwise determined by the Committee and provided in the Award Agreement, theany applicable purchase price, a grantee shall have allthe rights of a shareholderstockholder with respect to the shares of Restricted Stock,Stock granted thereunder, including the right to receive dividends and the right to vote such Shares, provided, that, except as otherwise determined by the Committee and provided in the Award Agreement, allvoting of the Shares shall be forfeitedRestricted Stock and all rightsreceipt of dividends; provided that if the grantee to such Shares shall terminate, without further obligation on the partlapse of the Company, unless the grantee remains in the continuous employment of one or more Employers for the entire Restricted Period in relation to which such Shares were granted and unless any other restrictive conditions relatingrestrictions with respect to the Restricted Stock Award is tied to the attainment of vesting conditions, any cash dividends paid by the Company during the vesting period shall be retained by, or repaid by the grantee to, the Company until and to the extent the vesting conditions are met. Any dividends (including cash dividends) grantedmet with respect to the Restricted Stock Award; provided further that, to the extent provided for in the applicable Restricted Stock Award or by the Administrator, an amount equal to such cash dividends retained by, or repaid by the grantee to, the Company may be paid to the grantee upon the lapsing of such restrictions. Unless the Administrator shall otherwise determine, # uncertificated Restricted Stock shall be accompanied by a notation on the records of the Company or the transfer agent to the effect that they are subject to forfeiture until such Restricted Stock is vested as provided in [Section 7(d)] below, and # certificated Restricted Stock shall remain in the same restrictions that applypossession of the Company until such Restricted Stock is vested as provided in [Section 7(d)] below, and the grantee shall be required, as a condition of the grant, to deliver to the underlying Shares.Company such instruments of transfer as the Administrator may prescribe.