Grants. Awards of Restricted Stock and of Restricted Stock Units may be issued hereunder to Participants either alone or in addition to other Awards granted under the Plan (a “Restricted Stock Award” or “Restricted Stock Unit Award” respectively), and such Restricted Stock Awards and Restricted Stock Unit Awards shall also be available as a form of payment of Performance Awards and other earned cash-based incentive compensation. A Restricted Stock Award or Restricted Stock Unit Award shall be subject to vesting restrictions imposed by the Committee covering a period of time

Grants. Awards of Restricted Stock and Restricted Stock Units. Shares of Restricted Stock and Restricted Stock Units may be issued hereunder to Participants either alone or in addition to other Awards granted under the PlanPlan. The Committee shall determine the time or times at which, grants of Restricted Stock or Restricted Stock Units will be made, the number of shares to be awarded, the price (if any) to be paid by the Participant, the time or times within which such Awards may be subject to forfeiture, the vesting schedule and rights to acceleration thereof (a “Restricted Stock Award” or “Restricted Stock Unit Award” respectively)“Restriction Period”), and suchall other terms and conditions of the Awards. The Committee may condition the grant of Restricted Stock Awards andor Restricted Stock Units upon the achievement of specific business objectives, measurements of individual or business unit or Company performances, or such other factors as the Committee may determine. The provisions of Restricted Stock or Restricted Stock Unit Awards shall alsoneed not be available as a formthe same with respect to each Participant, and such Awards to individual Participants need not be the same in subsequent years. Notwithstanding the foregoing, and except for Awards of payment of Performance Awards and other earned cash-based incentive compensation. A Restricted Stock Award or Restricted Stock Unit Award shall be subjectUnits granted to vesting restrictions imposednon-Employee Directors or as provided in Article 11 and Article 14: # Restricted Stock and Restricted Stock Units that vest solely by the Committee covering a periodpassage of time shall not vest in full in less than three (3) years from the Award Date (but may vest pro-rata during such period), and # Restricted Stock and Restricted Stock Units that vest upon the achievement of performance goals shall not vest, in full, in less than one (1) year from the Award Date.

Grants. AwardsGrant of Restricted Stock and ofUnits. Restricted Stock Units may be issued hereundergranted to Participants either alone or in additionsuch number, and upon such terms, and at any time and from time to other Awards granted undertime as shall be determined by the Plan (a “Restricted Stock Award” or “Restricted Stock Unit Award” respectively), and such Restricted Stock Awards andCommittee, in its sole discretion. A grant of a Restricted Stock Unit Awards shall also be available as a form of payment of Performance Awards and other earned cash-based incentive compensation. A Restricted Stock Award or Restricted Stock UnitUnits shall not represent the grant of Shares but shall represent a promise to deliver a corresponding number of Shares or the value of each Share based upon the completion of service, performance conditions, or such other terms and conditions as specified in the applicable Award Agreement over the Period of Restriction. Each grant of Restricted Stock Units shall be subject to vesting restrictions imposedevidenced by the Committee covering a period of timean Award Agreement.

Grants. AwardsGrant of Restricted Awards. The Committee may make grants of Restricted Stock andand/or Restricted Stock Units to Participants. Each Restricted Award shall be evidenced by an Award Agreement setting forth the number of shares of Restricted Stock or number of Restricted Stock Units granted and the terms and conditions to which the Restricted Award is subject. Restricted Awards may be issued hereunder to Participants either alone or in addition to other Awards granted under the Plan (a “Restricted Stock Award” or “Restricted Stock Unit Award” respectively), and such Restricted Stock Awards and Restricted Stock Unit Awards shall also be available as a form of payment of Performance Awards and other earned cash-based incentive compensation. A Restricted Stock Award or Restricted Stock Unit Award shall be subject to vesting restrictions imposed by the Committee covering a period of timein its discretion with or without cash consideration.

Grants. AwardsGrant of Restricted Stock or Restricted Stock Units. Subject to the terms and provisions of the Plan, the Compensation Committee, at any time and from time to time, may grant Shares of Restricted Stock Units may be issued hereunder to Participants either alone or in addition to other Awards granted under the Plan (a “Restricted Stock Award” or “Restricted Stock Unit Award” respectively), and such Restricted Stock Awards and Restricted Stock Unit Awards shall also be available as a form of payment of Performance Awards and other earned cash-based incentive compensation. A Restricted Stock Award and/or Restricted Stock Unit AwardUnits to Participants in such amounts as the Compensation Committee shall determine. Restricted Stock Units shall be subjectsimilar to vesting restrictions imposed byRestricted Stock except that no Shares are actually awarded to the Committee covering a periodParticipant on the date of timegrant.

Grants. Awards of Restricted Stock andUnit Awards. Each grant of Restricted Stock Units may be issued hereunder to Participants either alone or in addition to other Awards granted under the Plan (a “Restricted Stock Award” or “Restricted Stock Unit Award” respectively),shall be evidenced by an Agreement that # provides for the issuance of Shares to a Participant at such time(s) as the Committee may specify and # contains such Restricted Stock Awardsother terms and conditions as the Committee may specify, including without limitation, terms that condition the issuance of Restricted Stock Unit Awards shall also be available as a formupon the achievement of payment ofone or more specified Performance Awards and other earned cash-based incentive compensation. A Restricted Stock Award or Restricted Stock Unit Award shall be subject to vesting restrictions imposed by the Committee covering a period of timeGoals.

Grants. AwardsGrant of Restricted Stock and ofStock, Restricted Stock Units or Deferred Stock Units. Subject to the terms and provisions of this Plan, the Committee, at any time and from time to time, may be issued hereunderaward Shares of Restricted Stock, Restricted Stock Units and/or Deferred Stock Units to Participants either alonein such amounts as the Committee shall determine. Restricted Stock Units shall be similar to Restricted Stock except that no Shares are actually issued to the Participant until the Period of Restriction has expired and any other performance-based or in additionother vesting conditions have been satisfied. Deferred Stock Units shall be similar to other Awards grantedRestricted Stock Units except that the issuance of Shares shall be further delayed after vesting as specified under the Plan (a “Restricted Stock Award” or “Restricted Stock Unit Award” respectively), and such Restricted Stock Awards and Restricted Stock Unit Awards shall also be available as a formterms of payment of Performance Awards and other earned cash-based incentive compensation. A Restricted Stock Award or Restricted Stock Unit Award shall be subject to vesting restrictions imposed by the Committee covering a period of timeAward.

Grants.Issuance. The Committee is authorized to grant to Participants Awards of Restricted Stock, which shall consist of Shares, and Restricted Stock Units which shall give the Participant the right to receive cash, Shares, other securities, other Awards or other property, in each case subject to the termination of the Restricted Period determined by the Committee. Notwithstanding the following terms, the Committee may impose other terms that may be more or less favorable to the Company as it deems fit. In the absence of any such differing provisions, Awards of Restricted Stock and of Restricted Stock Units may be issued hereunder to Participants either alone or in addition to other Awards granted undershall have the Plan (a “Restricted Stock Award” or “Restricted Stock Unit Award” respectively), and such Restricted Stock Awards and Restricted Stock Unit Awards shall also be available as a form of payment of Performance Awards and other earned cash-based incentive compensation. A Restricted Stock Award or Restricted Stock Unit Award shall be subject to vesting restrictions imposed by the Committee covering a period of timeprovisions described below.

Grants. AwardsIn lieu of Restricted Stock and of Restricted Stock Units may be issued hereunder to Participants either alone or in addition to other Awards granted underRestricted Stock, the Plan (a “Restricted Stock Award” or “Restricted Stock Unit Award” respectively), and suchCommittee may grant Restricted Stock AwardsUnits under such terms and conditions as shall be determined by the Committee. Restricted Stock Unit Awards shall also be available as a form of payment of Performance Awards and other earned cash-based incentive compensation. A Restricted Stock Award or Restricted Stock Unit AwardUnits shall be subject to vesting restrictions imposedthe same terms and conditions under this Plan as Restricted Stock except as otherwise provided in this section 7.09 or as otherwise provided by the Committee covering a periodCommittee. Except as otherwise provided by the Committee, the award shall be settled and pay out promptly upon vesting (to the extent permitted by Section 409A of the Code), and the Participant holding such Restricted Stock Units shall receive, as determined by the Committee, Shares (or cash equal to the Fair Market Value of the number of Shares as of the date the award becomes payable) equal to the number of such Restricted Stock Units. Restricted Stock Units shall not be transferable, shall have no voting rights, and shall not receive dividends, but shall, unless otherwise provided by the Committee, receive dividend equivalents at the time and at the same rate as dividends are paid on Shares with the same record and pay dates.

Grants. AwardsAward of Restricted Stock andUnits. The Company grants to Participant an award (the “Award”) consisting of Restricted Stock Units may be issued hereunder to Participants either alone or in addition to other Awards granted under the Plan (a<# of Units> restricted stock units (the “Restricted Stock Award”Units” or “Restricted Stock Unit Award” respectively)“Units”), pursuant to, and such Restricted Stock Awards and Restricted Stock Unit Awards shall also be available as a formsubject to, the terms of payment of Performance Awards and other earned cash-based incentive compensation. A Restricted Stock Award or Restricted Stock Unit Award shall be subject to vesting restrictions imposed by the Committee covering a period of timePlan.