Transfer Restrictions. Shares of Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered, except as provided in the Plan or the applicable Award agreement. Certificates, or other evidence of ownership, issued in respect of Shares of Restricted Stock shall be registered in the name of the Participant and deposited by such Participant, together with a stock power endorsed in blank, with the Company. After the lapse of the restrictions applicable to such Shares of Restricted Stock, the Company shall deliver such certificates, or other evidence of ownership, to the Participant or the Participant's legal representative.

Rights of the Participant and deposited by such Participant, together with a stock power endorsed in blank, with the Company. After the lapseRestrictions. A Participant shall hold shares of Restricted Stock subject to the restrictions applicableset forth in the Award Agreement and in the Plan. In other respects, unless otherwise provided in the Award Agreement, the Participant shall have all the rights of a shareholder with respect to such Sharesthe shares of Restricted Stock, including, but not limited to, the Company shall deliverright to vote such certificates, orshares and the right to receive all cash dividends and other evidence of ownership,distributions paid thereon. To the extent stock certificates are delivered to the Participant orParticipant, the Participant'certificates representing Restricted Stock shall bear a legend referring to the restrictions set forth in the Plan and the Participant’s legal representative.Award Agreement.

Restrictions. Shares ofgranted under any Restricted Stock Award may not be sold, assigned, transferred, pledgedassigned or subject to any encumbrance, pledge, or charge until all applicable restrictions are removed or have expired, unless otherwise encumbered, except as providedallowed by the Committee. Failure to satisfy any applicable restrictions shall result in the Plan orsubject shares of the applicable Award agreement. Certificates, or other evidence of ownership, issued in respect of Shares of Restricted Stock shall be registeredAward being forfeited and returned to the Company. The Committee may require in an Award Agreement that certificates representing the shares granted under a Restricted Stock Award bear a legend making appropriate reference to the restrictions imposed, and that certificates representing the shares granted or sold under a Restricted Stock Award will remain in the namephysical custody of the Participant and deposited by such Participant, together with a stock power endorsed in blank, with the Company. After the lapse of thean escrow holder until all restrictions applicable to such Shares of Restricted Stock, the Company shall deliver such certificates,are removed or other evidence of ownership, to the Participant or the Participant's legal representative.have expired.

Awards and Certificates. Except as otherwise provided below in [Section 9(c), (i)])] each Participant who is granted an Award of Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered, except as providedmay, in the Plan or the applicable Award agreement. Certificates, or other evidence of ownership,Company’s sole discretion, be issued a share certificate in respect of Shares ofsuch Restricted StockStock; and # any such certificate so issued shall be registered in the name of the ParticipantParticipant, and deposited by such Participant, together with a stock power endorsed in blank, withshall bear an appropriate legend referring to the Company. After the lapse of theterms, conditions and restrictions applicable to any such SharesAward. The Company may require that the share certificates, if any, evidencing Restricted Stock granted hereunder be held in the custody of the Company until the restrictions thereon shall have lapsed, and that, as a condition of any Award of Restricted Stock, the CompanyParticipant shall deliverhave delivered a share transfer form, endorsed in blank, relating to the Shares covered by such certificates, or other evidenceAward. Certificates for shares of ownership,unrestricted Common Stock may, in the Company’s sole discretion, be delivered to the Participant only after the Restricted Period has expired without forfeiture in such Restricted Stock Award. With respect to Restricted Stock Units to be settled in Shares, at the expiration of the Restricted Period, share certificates in respect of the shares of Common Stock underlying such Restricted Stock Units may, in the Company’s sole discretion, be delivered to the Participant, or his legal representative, in a number equal to the Participant'number of shares of Common Stock underlying the Restricted Stock Units Award. Notwithstanding anything in the Plan to the contrary, any Restricted Stock or Restricted Stock Units to be settled in Shares (at the expiration of the Restricted Period, and whether before or after any vesting conditions have been satisfied) may, in the Company’s legal representative.sole discretion, be issued in uncertificated form. Further, notwithstanding anything in the Plan to the contrary, with respect to Restricted Stock Units, at the expiration of the Restricted Period, Shares, or cash, as applicable, shall promptly be issued (either in certificated or uncertificated form) to the Participant, unless otherwise deferred in accordance with procedures established by the Company in accordance with Section 409A of the Code, and such issuance or payment shall in any event be made within such period as is required to avoid the imposition of a tax under Section 409A of the Code.

Restrictions. Shares of Restricted StockShares may not be sold, assigned, transferred, pledged or otherwise encumbered,encumbered or disposed of except as specifically provided herein or in the Plan orRestricted Stock Award Certificate. Except as may otherwise be provided by the applicableAdministrator either in the Award agreement. Certificates,Certificate or, subject to [Section 15] below, in writing after the Award is issued, if a grantee’s employment (or other Service Relationship) with the Company and its Subsidiaries terminates for any reason, any Restricted Shares that have not vested at the time of termination shall automatically and without any requirement of notice to such grantee from or other evidenceaction by or on behalf of, the Company be deemed to have been reacquired by the Company at its original purchase price (if any) from such grantee or such grantee’s legal representative simultaneously with such termination of ownership, issued in respectemployment (or other Service Relationship), and thereafter shall cease to represent any ownership of Sharesthe Company by the grantee or rights of the grantee as a stockholder. Following such deemed reacquisition of Restricted StockShares that are represented by physical certificates, a grantee shall be registered in the name of the Participant and deposited bysurrender such Participant, together with a stock power endorsed in blank, with the Company. After the lapse of the restrictions applicablecertificates to such Shares of Restricted Stock, the Company shall deliver such certificates, or other evidence of ownership, to the Participant or the Participant's legal representative.upon request without consideration.

Certificates for Stock. Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered, except as provided ingranted under the Plan ormay be evidenced in such manner as the applicable Award agreement. Certificates, or other evidence of ownership, issued in respect of Shares ofCommittee shall determine. If certificates representing Restricted Stock shall beare registered in the name of the ParticipantParticipant, the Committee may require that such certificates bear an appropriate legend referring to the terms, conditions and deposited by such Participant, together with a stock power endorsed in blank, with the Company. After the lapse of the restrictions applicable to such Shares of Restricted Stock, that the Company shallretain physical possession of the certificates, and that the Participant deliver such certificates, or other evidence of ownership,a stock power to the Participant orCompany, endorsed in blank, relating to the Participant's legal representative.Restricted Stock.

STOCK CERTIFICATES. Any stock certificate(s) representing the Shares of Restricted Stock may notrestricted stock granted hereby will be sold, assigned, transferred, pledgedstamped or otherwise encumbered, except as providedimprinted with a legend with respect to any applicable restrictions contained herein or in the Plan and otherwise with respect to the sale or transfer of such shares. At the applicable Award agreement. Certificates, or other evidenceelection of ownership, issued in respect ofthe Company, any stock certificates evidencing Shares of Restricted Stockrestricted stock shall be registeredheld by the Company on your behalf until such time as the transfer of such Shares is no longer subject to the restrictions set out in the name ofPlan and this Agreement and you are no longer employed by the Participant and deposited by such Participant, together with a stock power endorsed in blank, with the Company. After the lapse of the restrictions applicable to such Shares of Restricted Stock, the Company shall deliver such certificates, or other evidence of ownership, to the Participant or the Participant's legal representative.

Issuance of Shares. Any Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered, except as provided ingranted under the Plan may be evidenced in such manner as the Committee may deem appropriate, including book-entry registration or issuance of a stock certificate or certificates, which certificate or certificates shall be held by the applicable Award agreement. Certificates,Company. Such certificate or other evidence of ownership, issued in respect of Shares of Restricted Stockcertificates shall be registered in the name of the Participant and deposited by such Participant, together with a stock power endorsed in blank, with the Company. After the lapse ofshall bear an appropriate legend referring to the restrictions applicable to such Shares of Restricted Stock, the Company shall deliver such certificates, or other evidence of ownership, to the Participant or the Participant's legal representative.Stock.

Each Participant receiving a Restricted Stock may notAward shall be sold, assigned, transferred, pledged or otherwise encumbered, except as provided in the Plan or the applicable Award agreement. Certificates, or other evidence of ownership, issued a stock certificate in respect of Sharessuch shares of Restricted StockStock. Such certificate shall be registered in the name of the Participant and deposited by such Participant, together with a stock power endorsed in blank, withand shall bear an appropriate legend referring to the Company. After the lapse of theterms, conditions and restrictions applicable to such SharesAward. The stock certificate evidencing such shares of Restricted Stock,Stock shall be held in custody by the Company shall deliver such certificates,Company, or other evidence of ownership,its designee, until the conditions to the Participant orvesting of such Award have been satisfied and all other restrictions thereon shall have lapsed. Notwithstanding the Participant'foregoing, in the discretion of the Company, any shares of Restricted Stock awarded to any Eligible Person may be issued and held in book entry form. In such event, no stock certificates evidencing such shares will be issued and the applicable restrictions will be noted in the records of the Company’s legal representative.transfer agent and in the book entry system.

Shares ofSubject to Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered, except as provided in the Plan or the applicable Award agreement. Certificates, or other evidence of ownership, issued in respect ofAwards. Unvested Shares ofsubject to a Restricted Stock Award shall be registeredevidenced by a book-entry in the name of the Participant andwith the Company’s transfer agent or by one or more Stock certificates issued in the name of the Participant. Any such Stock certificate shall be deposited by such Participant,with the Company or its designee, together with a stock power endorsedan assignment separate from the certificate, in blank, withsigned by the Company. AfterParticipant, and bear an appropriate legend referring to the restricted nature of the Restricted Stock evidenced thereby. Any book-entry shall be subject to transfer restrictions and accompanied by a similar legend. Upon the vesting of Shares of Restricted Stock and the corresponding lapse of the restrictions applicable toand forfeiture conditions, the corresponding transfer restrictions and restrictive legend will be removed from the book-entry evidencing such Shares of Restricted Stock,or the Companycertificate evidencing such Shares, and such certificate shall deliver such certificates, or other evidence of ownership,be delivered to the Participant or the Participant's legal representative.Participant. Such vested Shares may, however, remain subject to additional restrictions as provided in [Section 17(c)].