Grant of Restricted Stock Units. The Company hereby grants to Employee that number of Restricted Stock Units as is set forth in the Acceptance, on the terms and conditions set forth herein and in the Plan, and subject to such other restrictions, if any, as may be imposed by law.

Award of Restricted Stock Units. The Corporation hereby grants to the Participant on Award Date «RSUs» Restricted Stock Units. Each whole Restricted Stock Unit is a contingent right to receive a Restricted Stock Unit Share, granted pursuant to [Section 10] of the Plan, subject to the restrictions and other terms and conditions set forth in the Plan and this Agreement.

Distribution of Restricted Stock Units. The Restricted Stock Units credited hereunder shall be distributed in accordance with an irrevocable election previously made by the Participant.

Grant of Restricted Stock Units. Subject to the provisions of Sections 5 and 6, the Committee, at any time and from time to time, may grant Restricted Stock Units under the Plan to such Participants and in such amounts as it shall determine. Restricted Stock Units shall be similar to Restricted Stock, except no shares are actually awarded to a Participant who is granted Restricted Stock Units on the date of grant, and such Participant shall have no rights of a shareholder with respect to such Restricted Stock Units.

Payment of Restricted Stock Units. Subject to the other provisions of the Plan, after the last day of the Period of Restriction applicable to a Participant’s Restricted Stock Units, and after all conditions and restrictions applicable to Restricted Stock Units have been satisfied or lapse (including satisfaction of any applicable withholding tax obligations), pursuant to the applicable Award Agreement, such Restricted Stock Units shall be settled by a cash payment determined by reference to the then-current Fair Market Value of Shares.

Settlement of Restricted Stock Units. Subject to the other provisions of the Plan, after the Lapse Date of the Period of Restriction as set forth in Paragraph 2, such Restricted Stock Units shall be settled as follows:

Nature of Restricted Stock Units. The Administrator may grant Restricted Stock Units under the Plan. A Restricted Stock Unit is an Award of stock units that may be settled in shares of Stock (or cash, to the extent explicitly provided for in the Award Certificate) upon the satisfaction of such restrictions and conditions at the time of grant. Conditions may be based on continuing employment (or other Service Relationship) and/or achievement of pre-established performance goals and objectives. The terms and conditions of each such Award shall be determined by the Administrator, and such terms and conditions may differ among individual Awards and grantees. Except in the case of Restricted Stock Units with a deferred settlement date that complies with Section 409A, at the end of the vesting period, the Restricted Stock Units, to the extent vested, shall be settled in the form of shares of Stock. Restricted Stock Units with deferred settlement dates are subject to Section 409A and shall contain such additional terms and conditions as the Administrator shall determine in its sole discretion in order to comply with the requirements of Section 409A.

Award of Restricted Stock Units. Pursuant to the provisions of the Plan, Executive is hereby awarded 45,000 restricted stock units (“Restricted Stock Units”), which constitute the right to receive, without payment, # 45,000 shares of common stock of the Company on a deferred basis (the “Unit Award”), and # the right to receive, without payment, additional shares of common stock (rounded down to the nearest whole number) on the same basis as the Unit Award, equal in value to the dividends as of the dividend payment date, if any, which would have been paid with respect to the common stock underlying the Unit Award had such common stock been issued to Executive on the date hereof (the “Deferred Dividend Shares”), with the number of shares to be delivered in respect of the Deferred Dividend Shares to be calculated as of the date on which the dividend is paid to holders of Company common stock, in each case subject to the terms and conditions set forth herein. The Unit Award and the Deferred Dividend Shares are collectively referred to herein as the “Award.” The Award is granted as of the date hereof (the “Date of Grant”).

Section # Restricted Stock And Restricted Stock Units.

Settlement and Payment of Restricted Stock Units. Unless otherwise determined by the Committee, Restricted Stock Units shall be paid in the form of Shares upon the date specified in the Award Agreement. Any Shares paid to a Participant under this Section 10.4 may be subject to any restrictions deemed appropriate by the Committee.