Transferability Restrictions. During the Restricted Period, Restricted Shares may not be sold, assigned, transferred or otherwise disposed of, or mortgaged, pledged or otherwise encumbered. Furthermore, an Outside Director’s right, if any, to receive Stock upon termination of the Restricted Period may not be assigned or transferred except by will or by the laws of descent and distribution. In order to enforce the limitations imposed upon the Restricted Shares the Board may # cause a legend or legends to be placed on any such certificates, and/or # issue “stop transfer” instructions as it deems necessary or appropriate. Holders of Restricted Shares limited as to sale under this [subsection 9(b)] shall have rights as a shareholder with respect to such shares to receive dividends in cash or other property or other distribution or rights in respect of such shares, and to vote such shares as the record owner thereof. With respect to each grant of Restricted Shares, the Board shall determine the Transferability Restrictions which will apply to the Restricted Shares for all or part of the Restricted Period. By way of illustration but not by way of limitation, the Board may provide # that the Outside Director will not be entitled to receive any shares of Stock unless he or she still serves as a Director of the Corporation at the end of the Restricted Period, # that the Outside Director will become vested in Restricted Shares according to a schedule determined by the Board, or under other terms and conditions determined by the Board, and # how any Transferability Restrictions will be applied, modified or accelerated in the case of the Outside Director’s death or total and permanent disability.

Transferability Restrictions. During the Restricted Period, Restricted Shares may not be sold, assigned, transferred or otherwise disposed of, or mortgaged, pledged or otherwise encumbered. Furthermore, an Outside Director’s right, if any, to receive Stock upon termination of the Restricted Period may not be assigned or transferred except by will or by the laws of descent and distribution. In order to enforce the limitations imposed upon the Restricted Shares the Board may # cause a legend or legends to be placed on any such certificates, and/or # issue “stop transfer” instructions as it deems necessary or appropriate. Holders of Restricted Shares limited as to sale under this [subsection 9(b)] shall have rights as a shareholder with respect to such shares to receive dividends in cash or other property or other distribution or rights in respect of such shares, and to vote such shares as the record owner thereof. With respect to each grant of Restricted Shares, the Board shall determine the Transferability Restrictions which will apply to the Restricted Shares for all or part of the Restricted Period. By way of illustration but not by way of limitation, the Board may provide # that the Outside Director will not be entitled to receive any shares of Stock unless he or she still serves as a Director of the Corporation at the end of the Restricted Period, # that the Outside Director will become vested in Restricted Shares according to a schedule determined by the Board, or under other terms and conditions determined by the Board, and # how any Transferability Restrictions will be applied, modified or accelerated in the case of the Outside Director’s death or total and permanent disability.

Transferability Restrictions. During the Restricted Period, Restricted SharesShare Units may not be sold, assigned, transferred or otherwise disposed of, or mortgaged, pledged or otherwise encumbered. Furthermore, an Outside Director’s right, if any, to receive cash or Stock upon termination of the Restricted Period may not be assigned or transferred except by will or by the laws of descent and distribution. In order to enforce the limitations imposed upon the Restricted Shares the Board may # cause a legend or legends to be placed on any such certificates, and/or # issue “stop transfer” instructions as it deems necessary or appropriate. Holders of Restricted Shares limited as to sale under this [subsection 9(b)] shall have rights as a shareholder with respect to such shares to receive dividends in cash or other property or other distribution or rights in respect of such shares, and to vote such shares as the record owner thereof. With respect to each grant of Restricted Shares,Share Units, the Board shall determine the Transferability Restrictions which will apply to the Restricted SharesShare Units for all or part of the Restricted Period. By way of illustration but not by way of limitation, the Board may provide # that the Outside Director will not be entitled to receiveforfeit any shares of StockRestricted Share Units unless he or she still serves as a Director of the Corporation at the end of the Restricted Period, # that the Outside Director will become vested in Restricted SharesShare Units according to a schedule determined by the Board,Board or under other terms and conditions determined by the Board, and # how any Transferability Restrictions will be applied, modified or accelerated in the case of the Outside Director’s death or total and permanent disability.

Transferability Restrictions. During the Restricted Period, Restricted SharesShare Units may not be sold, assigned, transferred or otherwise disposed of, or mortgaged, pledged or otherwise encumbered. Furthermore, an Outside Director’s right, if any, to receive cash or Stock upon termination of the Restricted Period may not be assigned or transferred except by will or by the laws of descent and distribution. In order to enforce the limitations imposed upon the Restricted Shares the Board may # cause a legend or legends to be placed on any such certificates, and/or # issue “stop transfer” instructions as it deems necessary or appropriate. Holders of Restricted Shares limited as to sale under this [subsection 9(b)] shall have rights as a shareholder with respect to such shares to receive dividends in cash or other property or other distribution or rights in respect of such shares, and to vote such shares as the record owner thereof. With respect to each grant of Restricted Shares,Share Units, the Board shall determine the Transferability Restrictions which will apply to the Restricted SharesShare Units for all or part of the Restricted Period. By way of illustration but not by way of limitation, the Board may provide # that the Outside Director will not be entitled to receiveforfeit any shares of StockRestricted Share Units unless he or she still serves as a Director of the Corporation at the end of the Restricted Period, # that the Outside Director will become vested in Restricted SharesShare Units according to a schedule determined by the Board,Board or under other terms and conditions determined by the Board, and # how any Transferability Restrictions will be applied, modified or accelerated in the case of the Outside Director’s death or total and permanent disability.

Transferability Restrictions. During the Restricted Period, Restricted Shares may not be sold, assigned, transferred or otherwise disposed of, or mortgaged, pledged or otherwise encumbered. Furthermore, an Outside Director’s right, if any, to receive Stock upon termination of the Restricted Period may not be assigned or transferred except by will or by the laws of descent and distribution. In order to enforce the limitations imposed upon the Restricted Shares the Board may # cause a legend or legends to be placed on any such certificates, and/or # issue “stop transfer” instructions as it deems necessary or appropriate. HoldersGrant of Restricted Shares limited as to sale under this [subsection 9(b)] shall have rights as a shareholder with respect to such shares to receive dividends in cash or other property or other distribution or rights in respect of such shares, and to vote such shares as the record owner thereof. With respect to each grant of Restricted Shares, theShares. The Board shall determine the number of Restricted Shares to be included in the grant and the period or periods during which the Transferability Restrictions which will applyapplicable to the Restricted Shares will be in force (the “Restricted Period”). The Restricted Period may be the same for all Restricted Shares granted at a particular time to any one Outside Director or partmay be different with respect to different Outside Directors or with respect to various of the Restricted Period. By way of illustration but not by way of limitation,Shares granted to the Board may provide # that thesame Outside Director will not be entitled to receive any shares of Stock unless he or she still servesDirector, all as a Director of the Corporation at the end of the Restricted Period, # that the Outside Director will become vested in Restricted Shares according to a schedule determined by the Board, or under other terms and conditions determined byBoard at the Board, and # how any Transferability Restrictions will be applied, modified or accelerated in the casetime of the Outside Director’s death or total and permanent disability.grant.

Transferability Restrictions. During theManner of Holding and Delivering Restricted Period,Shares. Each certificate issued for Restricted Shares may notshall be sold, assigned, transferredregistered in the name of the Outside Director and deposited with the Corporation or otherwise disposed of,its designee. These certificates shall remain in the possession of the Corporation or mortgaged, pledged or otherwise encumbered. Furthermore,its designee until the end of the applicable Restricted Period or, if the Board has provided for earlier termination of the Transferability Restrictions following an Outside Director’s right, if any, to receive Stock upondeath, total and permanent disability or earlier vesting of the shares of Stock, such earlier termination of the Restricted Period may not be assigned or transferred except by will or byTransferability Restrictions. At whichever time is applicable, certificates representing the lawsnumber of descent and distribution. In ordershares of Stock to enforce the limitations imposed upon the Restricted Shares the Board may # cause a legend or legends to be placed on any such certificates, and/or # issue “stop transfer” instructions as it deems necessary or appropriate. Holders of Restricted Shares limited as to sale under this [subsection 9(b)] shall have rights as a shareholder with respect to such shares to receive dividends in cash or other property or other distribution or rights in respect of such shares, and to vote such shares as the record owner thereof. With respect to each grant of Restricted Shares, the Board shall determine the Transferability Restrictions which will apply to the Restricted Shares for all or part of the Restricted Period. By way of illustration but not by way of limitation, the Board may provide # that the Outside Director will notis then entitled shall be entitleddelivered to receive any shares of Stock unless he or she still serves as a Director of the Corporation at the end of the Restricted Period, # that the Outside Director will become vested in Restricted Shares according to a schedule determined byfree and clear of the Board, or under other terms and conditions determined by the Board, and # how any Transferability Restrictions will be applied, modified or acceleratedRestrictions; provided that in the case of an Outside Director who is not entitled to receive the full number of Restricted Shares evidenced by the certificates then being released from escrow because of the application of the Transferability Restrictions, those certificates shall be returned to the Corporation and canceled and a new certificate representing the shares of Stock, if any, to which the Outside Director’s death or totalDirector is entitled pursuant to the Transferability Restrictions shall be issued and permanent disability.delivered to the Outside Director, free and clear of the Transferability Restrictions.

Transferability Restrictions. During theManner of Holding and Delivering Restricted Period,Shares. Shares of Stock subject to an award of Restricted Shares may not be sold, assigned, transferred# held in book entry form subject to the Corporation’s instructions or otherwise disposed of, or mortgaged, pledged or otherwise encumbered. Furthermore,# evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board, in either case until the end of the applicable Restricted Period or, if the Board has provided for earlier termination of the Transferability Restrictions following an Outside Director’s right, if any, to receive Stock upondeath, total and permanent disability or other earlier vesting of the shares of Stock, such earlier termination of the Transferability Restrictions. Upon termination of the Restricted Period may not be assigned or transferred except by will or byany earlier termination of the laws of descent and distribution. In order to enforceTransferability Restrictions, the limitations imposed upon theOutside Director’s Restricted Shares will be delivered to the Board may # cause a legend or legends to be placed on any such certificates, and/or # issue “stop transfer” instructions as it deems necessary or appropriate. HoldersOutside Director free and clear of Restricted Shares limited as to sale under this [subsection 9(b)] shall have rights as a shareholder with respect to such shares to receive dividends in cash or other property or other distribution or rights in respect of such shares, and to vote such shares as the record owner thereof. With respect to each grant of Restricted Shares, the Board shall determine the Transferability Restrictions which will apply to the Restricted Shares for allin such form (e.g., a stock certificate or part of the Restricted Period. By way of illustration but not by way of limitation, the Board may provide # that the Outside Director will not be entitled to receive any shares of Stock unless he or she still serveselectronic entry evidencing such shares) as a Director of the Corporation at the end of the Restricted Period, # that the Outside Director will become vested in Restricted Shares according to a schedule determined appropriate by the Board, or under other terms and conditions determined by the Board, and # how any Transferability Restrictions will be applied, modified or accelerated in the case of the Outside Director’s death or total and permanent disability.Corporation.