SECTION # RESTRICTED STOCK AWARDS: Subject to the terms and conditions of the Plan, the Committee may grant Restricted Stock Awards to Participants on such terms and conditions as the Committee may provide for in an Award Agreement or by action of the Committee, including, but not limited to: vesting schedule; purchase price, if any; deferrals allowed or required; treatment upon termination of employment or service; treatment upon certain corporate transactions or events, including a Change in Control; and other terms and conditions that the Committee may deem appropriate. Any dividends or other distributions on Restricted Stock Awards (but only to the extent the Award itself provides for dividends or other distributions thereon) will be deferred until and paid contingent upon the earning or vesting of the underlying Award.

SECTION # RESTRICTEDOTHER STOCK AWARDS: Subject to the terms and conditions of the Plan, the Committee may grant RestrictedOther Stock Awards to Participants on such terms and conditions as the Committee may provide for in an Award Agreement or by action of the Committee, including, but not limited to: performance period, if any; vesting schedule;schedule, if any; Performance Measure(s), if any; purchase price, if any; deferrals allowed or required; treatment upon termination of employment or service; treatment upon certain corporate transactions or events, including a Change in Control; and other terms and conditions that the Committee may deem appropriate. Any dividends or other distributions on Restrictedunvested or unearned Other Stock Awards (but only to the extent the Award itself provides for dividends or other distributions thereon) will be deferred until and paid contingent upon the earning or vesting of the underlying Award.

Section # RESTRICTED STOCK AWARDS:Award. Subject to the terms and conditionsprovisions of the Plan, the Committee may grantaward, at any time, shares of Restricted Stock Awards to Participantsany Eligible Individual in the number and form, and subject to such restrictions on such termstransferability and conditionsother restrictions as the Committee may provide fordetermine in anits discretion and set forth in the Award Agreement or by actionAgreement, including without limitation the achievement of the Committee, including, but not limited to: vesting schedule; purchase price, if any; deferrals allowed or required; treatment upon termination of employment or service; treatment upon certain corporate transactions or events, including a Change in Control; and other terms and conditions that the Committee may deem appropriate. Any dividends or other distributions onPerformance Goals. Restricted Stock Awards (but only toalso may be received by a Participant as the extent the Award itself provides for dividends or other distributions thereon) will be deferred until and paid contingent upon the earning or vestingresult of the underlying Award.an exercise of an Option, when such award has not vested.

Restricted Stock Awards. An Award of Restricted Stock under the Plan shall consist of Shares, the grant, issuance, retention, vesting and/or transferability of which are subject, during specified periods of time, to such conditions and terms as the Committee deems appropriate. Awards of Restricted Stock granted pursuant to the Plan need not be identical, but each grant of Restricted Stock must contain and be subject to the terms and conditions of the Plan, the Committee may grant Restricted Stock Awards to Participants on such terms and conditions as the Committee may provide for in an Award Agreement or by action of the Committee, including, but not limited to: vesting schedule; purchase price, if any; deferrals allowed or required; treatment upon termination of employment or service; treatment upon certain corporate transactions or events, including a Change in Control; and other terms and conditions that the Committee may deem appropriate. Any dividends or other distributions on Restricted Stock Awards (but only to the extent the Award itself provides for dividends or other distributions thereon) will be deferred until and paid contingent upon the earning or vesting of the underlying Award.set forth below.

Grant and conditions of the Plan, the Committee may grantRestrictions. Restricted Stock Awards shall be subject to Participantssuch restrictions on such termstransferability, risk of forfeiture and conditionsother restrictions, if any, as the Committee may provide forimpose, or as otherwise provided in anthis Plan during the Restriction Period. The terms of any Restricted Stock Award granted under the Plan shall be set forth in a written Award Agreement which shall contain provisions determined by the Committee and not inconsistent with the Plan. The restrictions may lapse separately or by actionin combination at such times, under such circumstances (including based on achievement of the Committee, including, but not limited to: vesting schedule; purchase price, if any; deferrals allowed performance goals and/or required; treatment upon termination of employmentfuture service requirements), in such installments or service; treatment upon certain corporate transactions or events, including a Change in Control; and other terms and conditions thatotherwise, as the Committee may deem appropriate. Any dividendsdetermine at the date of grant or other distributions on Restricted Stock Awards (but onlythereafter. Except to the extent restricted under the terms of the Plan and any Award Agreement relating to a Restricted Stock Award, a Participant granted Restricted Stock shall have all of the rights of a stockholder, including the right to vote the Restricted Stock and the right to receive dividends thereon (subject to any mandatory reinvestment or other requirement imposed by the Committee). During the period that the Restricted Stock Award is subject to a risk of forfeiture, subject to [Section 10(b)] below and except as otherwise provided in the Award itself provides for dividendsAgreement, the Restricted Stock may not be sold, transferred, pledged, hypothecated, margined, or other distributions thereon) will be deferred until and paid contingent uponotherwise encumbered by the earningParticipant or vesting of the underlying Award.Beneficiary.

The Restricted Stock shall be subject to such vesting terms, including the achievement of Performance Goals (as described in [Section 8.04]), as may be determined by the Committee. Unless otherwise provided by the Committee, to the termsextent Restricted Stock is subject to any condition to vesting, if such condition or conditions are not satisfied by the time the period for achieving such condition has expired, such Restricted Stock shall be forfeited. The Committee may impose such other conditions and/or restrictions on any Shares of Restricted Stock granted pursuant to the Plan as it may deem advisable including but not limited to a requirement that Participants pay a stipulated purchase price for each Share of Restricted Stock and/or restrictions under applicable Federal or state securities laws; and conditionsmay legend the certificates representing Restricted Stock to give appropriate notice of the Plan, thesuch restrictions. The Committee may also grant Restricted Stock Awards to Participants on suchwithout any terms andor conditions asin the Committee may provide for in an Award Agreement or by actionform of the Committee, including, but not limited to: vesting schedule; purchase price, if any; deferrals allowed or required; treatment upon termination of employment or service; treatment upon certain corporate transactions or events, including a Change in Control; and other terms and conditions that the Committee may deem appropriate. Any dividends or other distributions on Restrictedvested Stock Awards (but only to the extent the Award itself provides for dividends or other distributions thereon) will be deferred until and paid contingent upon the earning or vesting of the underlying Award.Awards.

Restricted Stock Awards. Each grant of Restricted Stock under the Plan shall be subject to an Agreement specifying the terms and conditions of the Plan, the Committee may grantAward. Restricted Stock Awardsgranted under the Plan shall consist of Shares that are restricted as to Participants ontransfer, subject to forfeiture, and subject to such other terms and conditions as the Committee may provide forspecify. Such terms and conditions may provide, in an Award Agreement or by actionthe discretion of the Committee, including, but not limited to: vesting schedule; purchase price, if any; deferrals allowedfor the lapse of such transfer restrictions or required; treatment upon termination of employment or service; treatment upon certain corporate transactions or events, including a Change in Control; and other terms and conditions that the Committee may deem appropriate. Any dividends or other distributions on Restricted Stock Awards (but onlyforfeiture provisions to the extent the Award itself provides for dividends or other distributions thereon) will be deferred until and paid contingent upon the earningachievement of one or vesting of the underlying Award.more specified Performance Goals

Section # RESTRICTED STOCK AWARDS:Award. Subject to the terms and conditionsprovisions of the Plan, the Committee may grantaward, at any time, Restricted Stock AwardsUnits to Participantsany Eligible Individual in the number and form, and subject to such restrictions on such termstransferability and conditionsother restrictions as the Committee may provide fordetermine in an Award Agreement or by action of the Committee, including, but not limited to: vesting schedule; purchase price, if any; deferrals allowed or required; treatment upon termination of employment or service; treatment upon certain corporate transactions or events, including a Changeits discretion and set forth in Control; and other terms and conditions that the Committee may deem appropriate. Any dividends or other distributions on Restricted Stock Awards (but only to the extent the Award itself provides for dividends or other distributions thereon) will be deferred until and paid contingent uponAgreement, including without limitation the earning or vestingachievement of the underlying Award.Performance Goals.

Grant of Restricted Stock. Subject to the other terms and conditions of the Plan, the Committee may grantmay, in its discretion as reflected by the terms of the applicable Award Agreement: # authorize the granting of Restricted Stock Awards to Participants on such termsEligible Persons; # provide a specified purchase price for the Restricted Stock (whether or not the payment of a purchase price is required by any state law applicable to the Company); # determine the restrictions applicable to Restricted Stock and # determine or impose other conditions to the grant of Restricted Stock under the Plan as the Committee may provide for in an Award Agreement or by action of the Committee, including, but not limited to: vesting schedule; purchase price, if any; deferrals allowed or required; treatment upon termination of employment or service; treatment upon certain corporate transactions or events, including a Change in Control; and other terms and conditions that the Committeeit may deem appropriate. Any dividends or other distributions on Restricted Stock Awards (but only to the extent the Award itself provides for dividends or other distributions thereon) will be deferred until and paid contingent upon the earning or vesting of the underlying Award.

Restrictions. The Restricted Period may differ among Participants and may have different expiration dates with respect to portions of Shares covered by the same Award. Subject to the terms and conditions of the Plan, the Committee may grantAwards of Restricted Stock Awards to Participants onand Restricted Stock Units shall have such terms and conditionsrestrictions as the Committee may provide forimpose (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 an Award Agreementcombination at such time or times, in installments or otherwise (including the achievement of performance measures as determined by action of the Committee, including, but not limited to: vesting schedule; purchase price, if any; deferrals allowed or required; treatment upon termination of employment or service; treatment upon certain corporate transactions or events, including a Change in Control; and other terms and conditions thatCommittee), as the Committee may deem appropriate. Any dividendsShares or other distributions onsecurities distributed with respect to Restricted Stock Awards (but onlyor which a Participant is otherwise entitled to receive by reason of such Shares shall be subject to the extentrestrictions contained in the applicable Award itself provides for dividends or other distributions thereon) will be deferred untilAgreement. Subject to the aforementioned restrictions and paid contingent upon the earning or vestingprovisions of the underlying Award.Plan, a Participant shall have all of the rights of a stockholder with respect to Restricted Stock.