Restrictions. Shares granted under any Restricted Stock Award may not be transferred, assigned or subject to any encumbrance, pledge, or charge until all applicable restrictions are removed or have expired, unless otherwise allowed by the Committee. Failure to satisfy any applicable restrictions shall result in the subject shares of the Restricted Stock Award 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 physical custody of an escrow holder until all restrictions are removed or have expired.

7.3Transferability. Except as otherwise determined by the Committee and set forth in the Award Agreement, Shares granted under anyof Restricted Stock Awardand/or Restricted Stock Units may not be sold, transferred, assignedgifted, bequeathed, pledged, assigned, or subject to any encumbrance, pledge,otherwise alienated or chargehypothecated, voluntarily or involuntarily, until all applicable restrictions are removed or have expired, unless otherwise allowed by the Committee. Failure to satisfy any applicable restrictions shall result in the subject sharesend of the Restricted Stock Award being forfeited and returned to the Company.applicable Period of Restriction. The Committee may require in an Award Agreement thatinclude a legend on the certificates representing the shares granted under a Restricted Stock Award bear a legend makingto give appropriate reference to the restrictions imposed, and that certificates representing the shares granted or sold under a Restricted Stock Award will remain in the physical custodynotice of an escrow holder until all restrictions are removed or have expired.such restrictions.

7.3Transferability. Except as otherwise determined by the Committee and set forth in the Award Agreement, Shares granted under anyof Restricted Stock Awardand/or Restricted Stock Units may not be sold, transferred, assignedgifted, bequeathed, pledged, assigned, or subject to any encumbrance, pledge,otherwise alienated or chargehypothecated, voluntarily or involuntarily, until all applicable restrictions are removed or have expired, unless otherwise allowed by the Committee. Failure to satisfy any applicable restrictions shall result in the subject sharesend of the Restricted Stock Award being forfeited and returned to the Company.applicable Period of Restriction. The Committee may require in an Award Agreement thatinclude a legend on the certificates representing the shares granted under a Restricted Stock Award bear a legend makingto give appropriate reference to the restrictions imposed, and that certificates representing the shares granted or sold under a Restricted Stock Award will remain in the physical custodynotice of an escrow holder until all restrictions are removed or have expired.such restrictions.

Other Restrictions. The Company may retain any Shares granted under anyof Restricted Stock Award may not be transferred, assigned or subject to any encumbrance, pledge, or charge until all applicable restrictions are removed or have expired, unless otherwise allowed by the Committee. Failure to satisfy any applicable restrictions shall result in the subject sharesCompany’s possession or held in escrow by a designated employee or agent of the Company or any Affiliate until any restrictions and/or conditions applicable to Shares of Restricted Stock Award being forfeited and returnedso retained have been satisfied or lapsed. Any certificate issued in respect to the Company. The Committee may require in an Award Agreement that certificates representing the shares granted under aof Restricted Stock Awardmay, at the election of the Committee, bear a legend makingconsidered appropriate reference toby the restrictions imposed, and that certificates representing the shares granted or sold under a Restricted Stock Award will remain in the physical custody of an escrow holder until all restrictions are removed or have expired.Committee.

Section # Vesting and Restrictions on Transfer. Shares granted underissued pursuant to any Restricted Stock Award may notshall be transferred, assigned ormade subject to any encumbrance, pledge,vesting conditions based upon the satisfaction of such Service requirements, conditions, restrictions or charge until all applicable restrictions are removed or have expired, unless otherwise allowed byPerformance Goals as the Committee. Failure to satisfy any applicable restrictionsCommittee shall resultestablish and set forth in the subjectAward Agreement. During any period in which shares of the Restricted Stock Award being forfeited and returned to the Company. The Committee may require in an Award Agreement that certificates representing the shares grantedacquired under a Restricted Stock Award bearremain subject to vesting conditions, such shares may not be sold, exchanged, transferred, pledged, assigned or otherwise disposed of. Except as otherwise provided in the Award Agreement, the vesting conditions on any shares of Restricted Stock will expire and the restrictions on shares of Restricted Stock will lapse upon the date that a legend making appropriate referenceParticipant dies or becomes Disabled. Upon request by the Corporation, each Participant shall execute any agreement evidencing such transfer restrictions prior to the restrictions imposed,receipt of shares of Stock hereunder and thatshall promptly present to the Corporation any and all certificates representing shares of Stock acquired hereunder for the shares granted or sold under a Restricted Stock Award will remain in the physical custodyplacement on such certificates of an escrow holder until all restrictions are removed or have expired.appropriate legends evidencing any such transfer restrictions.

Transfer Restrictions. Shares granted under anyof Restricted Stock Award may not be sold, assigned, transferred, assignedpledged or subject to any encumbrance, pledge, or charge until all applicable restrictions are removed or have expired, unless otherwise allowed by the Committee. Failure to satisfy any applicable restrictions shall resultencumbered, except as provided in the subject sharesPlan 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 Award being forfeited and returnedStock, the Company shall deliver such certificates, or other evidence of ownership, to the Company. The Committee may require in an Award Agreement that certificates representingParticipant or 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 physical custody of an escrow holder until all restrictions are removed or have expired.Participant's legal representative.

Vesting Requirements. The restrictions imposed on Shares granted under any Restricted Stock Award may not be transferred, assigned or subject to any encumbrance, pledge, or charge until all applicable restrictions are removed or have expired, unless otherwise allowed by the Committee. Failure to satisfy any applicable restrictions shall result in the subject shares of the Restricted Stock Award 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 toshall lapse in accordance with the restrictions imposed, andvesting requirements specified by the Committee in the Award Agreement, provided that certificates representing the shares granted or sold underCommittee may accelerate the vesting of a Restricted Stock Award will remainat any time. Such vesting requirements may be based on the continued employment of the Participant with the Company or its Subsidiaries for a specified time period (or periods) or on the attainment of specified performance goals established by the Committee in its discretion. If the physical custodyvesting requirements of an escrow holder until all restrictions are removed or have expired.a Restricted Stock Award shall not be satisfied, the Award shall be forfeited and the Shares subject to the Award shall be returned to the Company.

TRANSFERABILITY. Except as provided in this [Article 8], the Shares granted under anyof Restricted Stock Awardgranted herein may not be sold, transferred, assignedpledged, assigned, or subject to any encumbrance, pledge,otherwise alienated or chargehypothecated until allthe end of the applicable restrictions are removed or have expired, unless otherwise allowedPeriod of Restriction established by the Committee. Failure to satisfy any applicable restrictions shall resultCommittee and specified in the subject shares of the Restricted Stock Award being forfeitedAgreement, or upon earlier satisfaction of any other conditions, as specified by the Committee in its sole discretion and returnedset forth in the Restricted Stock Agreement. All rights with respect to the Company. The Committee may require in an Award Agreement that certificates representing the shares granted under a Restricted Stock Award beargranted to a legend making appropriate referenceParticipant under the Plan shall be available during his or her lifetime only to the restrictions imposed, and that certificates representing the shares granted or sold under a Restricted Stock Award will remain in the physical custody of an escrow holder until all restrictions are removed or have expired.such Participant.

Forfeitability, Non-transferability of Restricted Stock. Shares granted under anyof Restricted Stock Award may not be transferred, assigned or subject to any encumbrance, pledge, or chargeare forfeitable until all applicable restrictions are removed or have expired, unless otherwise allowed by the Committee. Failure to satisfy any applicable restrictions shall result in the subject sharesterms of the Restricted Stock Award being forfeited and returnedgrant have been satisfied. Shares of Restricted Stock are not transferable until the date on which the Committee has specified such restrictions have lapsed. Unless otherwise provided by the Committee at or after grant, distributions in the form of dividends or otherwise of additional shares or property in respect of shares of Restricted Stock shall be subject to the Company. The Committee may require in an Award Agreement that certificates representing thesame restrictions as such shares granted under aof 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 physical custody of an escrow holder until all restrictions are removed or have expired.Stock.

Grant and Restrictions. Shares granted underRestricted Stock Awards shall be subject to such restrictions on transferability, risk of forfeiture and other restrictions, if any, as the Committee may impose, or as otherwise provided in this Plan during the Restriction Period. The terms of any Restricted Stock Award granted under the Plan shall be set forth in a written Award Agreement which shall contain provisions determined by the Committee and not inconsistent with the Plan. The restrictions may not be transferred, assignedlapse separately or subjectin combination at such times, under such circumstances (including based on achievement of performance goals and/or future service requirements), in such installments or otherwise, as the Committee may determine at the date of grant or thereafter. Except to the extent restricted under the terms of the Plan and any Award Agreement relating to a Restricted Stock Award, a Participant granted Restricted Stock shall have all of the rights of a stockholder, including the right to vote the Restricted Stock and the right to receive dividends thereon (subject to any encumbrance, pledge,mandatory reinvestment or charge until all applicable restrictions are removed or have expired, unless otherwise allowedother requirement imposed by the Committee. Failure to satisfy any applicable restrictions shall result inCommittee). During the subject shares ofperiod that the Restricted Stock Award being forfeitedis subject to a risk of forfeiture, subject to [Section 10(b)] below and returned toexcept as otherwise provided in the Company. The Committee may require in an Award Agreement that certificates representingAgreement, the shares granted under a Restricted Stock Award bear a legend making appropriate reference tomay not be sold, transferred, pledged, hypothecated, margined, or otherwise encumbered by the restrictions imposed, and that certificates representing the shares grantedParticipant or sold under a Restricted Stock Award will remain in the physical custody of an escrow holder until all restrictions are removed or have expired.Beneficiary.