Restriction Period. Subject to the limits under [Sections 5.2 and 5.4]4], the Committee may grant Restricted Stock Units to Grantees representing the right to receive Shares, cash, or both, as determined by the Committee. At the end of the Restriction Period, cash or Shares or both shall be delivered to the Grantee (unless previously forfeited). Restricted Stock Units may not be sold, assigned, transferred, pledged or otherwise encumbered during the Restriction Period. A Grantee of Restricted Stock Units shall have none of the rights of a holder of Common Stock unless and until Shares are actually delivered in satisfaction of such Restricted Stock Units.

At the time a grant of Restricted Stock or Deferred Stock Units is made, subject to the limits under [Sections 5.26.3 and 5.4]4],17] the Committee may grantmay, in its sole discretion, # establish a period of time (a “Restricted Period”) applicable to such Restricted Stock or Deferred Stock Units and # prescribe restrictions in addition to Grantees representingor other than the right to receive Shares, cash, or both, as determined by the Committee. At the endexpiration of the RestrictionRestricted Period, cashincluding the satisfaction of corporate or Sharesindividual performance goals, which may be applicable to all or both shall be delivered to the Grantee (unless previously forfeited).any portion of such Restricted Stock or Deferred Stock Units as provided in Section 14. Awards of Restricted Stock and Deferred Stock Units may not be sold, transferred, assigned, transferred, pledged or otherwise encumbered or disposed of during the Restriction Period. A Grantee of Restricted Stock Units shall have none ofPeriod or prior to the rights of a holder of Common Stock unless and until Shares are actually delivered in satisfaction of any other restrictions prescribed by the Committee with respect to such Restricted Stock Units.Awards.

Subject to the limits under [Sections 5.2 and 5.4]4], the Committee may grantaward Restricted Stock Grants to a Grantee pursuant to conditions established by the Committee under which restrictions on shares of Restricted Stock shall lapse over a period of time or according to such other criteria as the Committee deems appropriate, including, without limitation, the satisfaction of Performance Goals described in [Section 10.3] (“Vesting Conditions”). The period of time during which the Restricted Stock will remain subject to restrictions (the “Restriction Period”) will be designated in the Grant Agreement. If either the award of a Restricted Stock Grant or the lapsing of the Restriction Period is to be contingent upon the attainment of one or more Performance Goals (a “Performance-Based Restricted Stock Grant”), the Committee shall follow procedures substantially equivalent to those set forth in [Section 10.2] through [Section 10.8]. Restricted Stock Grants may be in the form of Restricted Stock, Restricted Stock Units to Grantees representing the right to receive Shares, cash, or both, as determined by the Committee. At the end of the Restriction Period, cash or Shares or both shall be delivered to the Grantee (unless previously forfeited).Performance-Based Restricted Stock Units may not be sold, assigned, transferred, pledged or otherwise encumbered during the Restriction Period. A Grantee of Restricted Stock Units shall have none of the rights of a holder of Common Stock unless and until Shares are actually delivered in satisfaction of such Restricted Stock Units.Stock.

Grant of Restricted Stock Units to Grantees representing the right to receive Shares, cash, or both, as determined by the Committee. At the end of the Restriction Period, cash or Shares or both shall be delivered to the Grantee (unless previously forfeited).Units. Restricted Stock Units may be granted to Participants in such number, and upon such terms, and at any time and from time to time as shall be determined by the Committee, in its sole discretion. A grant of a Restricted Stock Unit or Restricted Stock Units shall not be sold, assigned, transferred, pledgedrepresent the grant of Shares but shall represent a promise to deliver a corresponding number of Shares or otherwise encumbered during the Restriction Period. A Granteevalue 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 have none of the rights of a holder of Common Stock unless and until Shares are actually delivered in satisfaction of such Restricted Stock Units.be evidenced by an Award Agreement.

Restriction Period.Grant of Restricted Stock Units. Subject to the limits underprovisions of Sections 5.25 and 5.4,6, the CommitteeCommittee, at any time and from time to time, may grant Restricted Stock Units under the Plan to Grantees representing the right to receive Shares, cash, or both,such Participants and in such amounts as determined by the Committee. At the end of the Restriction Period, cash or Shares or bothit shall be delivered to the Grantee (unless previously forfeited). Restricted Stock Units may not be sold, assigned, transferred, pledged or otherwise encumbered during the Restriction Period. A Grantee ofdetermine. 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 none of theno rights of a holder of Common Stock unless and until Shares are actually delivered in satisfaction ofshareholder with respect to such Restricted Stock Units.

Restriction Period. Subject to the limits under Sections 5.2 and 5.4, theGrant of Restricted Stock Units. The Committee may grant Restricted Stock Units to Grantees representing the right to receive Shares,in the future shares of Common Stock subject to forfeiture (“Restricted Stock Units”) and determine the duration of the Restricted Period during which, and the conditions under which, the Award may be forfeited to the Company and the other terms and conditions of such Awards. Restricted Stock Unit Awards shall constitute an unfunded and unsecured obligation of the Company, and shall be settled in shares of Common Stock or cash, or both, as determined by the Committee. AtCommittee at the endtime of the Restriction Period, cashgrant or Shares or boththereafter. Such Awards shall be delivered tomade in the Grantee (unless previously forfeited). Restricted Stock Units may not be sold, assigned, transferred, pledged or otherwise encumbered duringform of “units” with each unit representing the Restriction Period. A Granteeequivalent of Restricted Stock Units shall have none of the rights of a holderone share of Common Stock unless and until Shares are actually delivered in satisfaction of such Restricted Stock Units.Stock.

During the Restriction Period. SubjectPeriod, the Participant will have no right to transfer any rights under his or her award and will have no rights of ownership in the limits under Sections 5.2 and 5.4,shares of Common Stock deliverable upon payment of the Committee may grant Restricted Stock Units to Grantees representing theand will have no right to receive Shares, cash,vote them, but the Committee may, at or both, as determined byafter the Committee. AtDate of Grant, authorize the endpayment of the Restriction Period, cash or Shares or both shall be delivered to the Grantee (unless previously forfeited).dividend equivalents on such Restricted Stock Units may not be sold, assigned, transferred, pledgedon a deferred and contingent basis, either in cash or otherwise encumbered during the Restriction Period. A Granteein additional shares of Common Stock; provided, however, that dividend equivalents or other distributions on shares of Common Stock underlying Restricted Stock Units shall have none ofwill be deferred until, and paid contingent upon, the rights of a holder of Common Stock unless and until Shares are actually delivered in satisfactionvesting of such Restricted Stock Units.

Restrictions. Subject to any exceptions set forth in this Agreement or the limits under [Sections 5.2Plan, during the Restricted Period and 5.4]4],until such time as the Committee may grant Restricted Stock Units to Grantees representingare settled in accordance with [Section 6], the right to receive Shares, cash, or both, as determined by the Committee. At the end of the Restriction Period, cash or Shares or both shall be delivered to the Grantee (unless previously forfeited). Restricted Stock Units or the rights relating thereto may not be sold, assigned, transferred, pledgedalienated, pledged, attached, sold or otherwise transferred or encumbered duringby the Restriction Period. A Grantee ofGrantee. Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Restricted Stock Units or the rights relating thereto shall have nonebe wholly ineffective and, if any such attempt is made, the Restricted Stock Units will be forfeited by the Grantee and all of the Grantee's rights of a holder of Common Stock unless and until Shares are actually delivered in satisfaction ofto such Restricted Stock Units.units shall immediately terminate without any payment or consideration by the Company.

Restriction Period. SubjectGrantee rights. A Grantee shall have no rights to the limits under Sections 5.2 and 5.4, the Committee may grant Restricted Stock Units to Grantees representing the right to receive Shares, cash, or both, as determined by the Committee. At the end of the Restriction Period, cash or Shares or both shall be delivered to the Grantee (unless previously forfeited). Restricted Stock Units may not be sold, assigned, transferred, pledged or otherwise encumbered during the Restriction Period. A Granteean award of Restricted Stock Unitsunless and until Grantee accepts the award within the period prescribed by the Committee and, if the Committee shall deem desirable, makes payment to the Company in cash, or by check or such other instrument as may be acceptable to the Committee. After acceptance and issuance of a certificate or certificates, as provided for below, the Grantee shall have none of the rights of a holder of Common Stock unless and until Shares are actually delivered in satisfaction of suchstockholder with respect to Restricted Stock Units.subject to the non-transferability and forfeiture restrictions described in Section 6(d) below.

Restriction Period. SubjectGrantee rights. A Grantee shall have no rights to the limits under Sections 5.2 and 5.4, the Committee may grant Restricted Stock Units to Grantees representing the right to receive Shares, cash, or both, as determined by the Committee. At the end of the Restriction Period, cash or Shares or both shall be delivered to the Grantee (unless previously forfeited). Restricted Stock Units may not be sold, assigned, transferred, pledged or otherwise encumbered during the Restriction Period. A Granteean award of Restricted Stock Unitsunless and until Grantee accepts the award within the period prescribed by the Committee and, if the Committee shall deem desirable, makes payment to the Company in cash, or by check or such other instrument as may be acceptable to the Committee. After acceptance and issuance of a certificate or certificates, as provided for below, the Grantee shall have none of the rights of a holder of Common Stock unless and until Shares are actually delivered in satisfaction of suchstockholder with respect to Restricted Stock Units.subject to the non-transferability and forfeiture restrictions described in [Section 6(d)] below.