Vesting. Each Award of Restricted Shares may or may not be subject to vesting. Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in the Restricted Stock Agreement. A Restricted Stock Agreement may provide for accelerated vesting in the event of the Participant’s death, Disability or retirement or other events.

Vesting. EachSubject to Section 5(c), each Award of Restricted Shares may or may not be subject to vesting. Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in the applicable Restricted StockShare Award Agreement. A Restricted StockShare Award Agreement may provide for accelerated vesting in the event of the Participant’s death, Disability or retirement or other events. The Committee may determine, at the time of granting Restricted Shares or thereafter, that all or part of such Restricted Shares shall become vested in the event that a Change in Control occurs with respect to the Company.

Vesting. EachVesting Requirements. The restrictions imposed on Shares granted under a Restricted Stock Award shall lapse in accordance with the vesting requirements specified by the Committee in the Award Agreement, provided that the Committee may accelerate the vesting of a Restricted SharesStock Award at any time. Such vesting requirements may be based on the continued employment of the Participant with the Company or mayits 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 vesting requirements of a Restricted Stock Award shall not be satisfied, the Award shall be forfeited and the Shares subject to vesting. Vestingthe Award shall occur, in full or in installments, upon satisfaction ofbe returned to the conditions specified in the Restricted Stock Agreement. A Restricted Stock Agreement may provide for accelerated vesting in the event of the Participant’s death, Disability or retirement or other events.Company.

Vesting. EachSection # Vesting and Restrictions on Transfer. Shares issued pursuant to any Restricted Stock Award shall be made subject to vesting conditions based upon the satisfaction of such Service requirements, conditions, restrictions or Performance Goals as the Committee shall establish and set forth in the Award Agreement. During any period in which shares acquired under a Restricted Shares may orStock Award remain subject to vesting conditions, such shares may not be subject to vesting. Vesting shall occur, in fullsold, exchanged, transferred, pledged, assigned or in installments, upon satisfaction of the conditions specifiedotherwise disposed of. Except as otherwise provided in the Award Agreement, the vesting conditions on any shares of Restricted Stock Agreement. Awill expire and the restrictions on shares of Restricted Stock Agreement may providewill lapse upon the date that a Participant dies or becomes Disabled. Upon request by the Corporation, each Participant shall execute any agreement evidencing such transfer restrictions prior to the receipt of shares of Stock hereunder and shall promptly present to the Corporation any and all certificates representing shares of Stock acquired hereunder for accelerated vesting in the eventplacement on such certificates of the Participant’s death, Disability or retirement or other events. appropriate legends evidencing any such transfer restrictions.

Section # Vesting. Each Award of Restricted Shares may or may notStock Unit Awards shall be made subject to vesting. Vesting shall occur, in full or in installments,vesting conditions based upon the satisfaction of such Service requirements, conditions, restrictions or Performance Goals as the Committee shall establish and set forth in the Award Agreement. Except as otherwise provided in the Award Agreement, the vesting conditions specified inon any Restricted Stock Unit Award will expire and the Restricted Stock Agreement. A Restricted Stock Agreement may provide for accelerated vesting inUnit will become fully vested upon the event of the Participant’s death, Disabilitydate that a Participant dies or retirement or other events.becomes Disabled.

Restricted Stock Vesting. Each AwardSubject to the terms and conditions of Restricted Shares may or may not be subject to vesting. Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified inthis Agreement, the Restricted Stock Agreement. Ashall vest solely on the basis of the passage of time over a three-year period (the “Restricted Stock Vesting Date”), as follows: fifty percent (50%) of the shares shall vest on the second anniversary date of the Effective Date of the award and the remaining fifty percent (50%) shall vest on the third anniversary date of the Effective Date of the award. Notwithstanding the foregoing, and subject to earlier vesting as provided in Section 7 hereof, Restricted Stock Agreement may provide for accelerated vestingvest more quickly in the event of the Participant’s death, Disability or retirementDisability, Retirement, a Change in Control or other specified permitted vesting events.

Vesting.Vesting Conditions. Each Award of Restricted SharesStock Units may or may not be subject to vesting. Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in the Restricted Stock Unit Agreement. A Restricted Stock Unit Agreement may provide for accelerated vesting in the event of the Participant’s death, Disability or retirement or other events.

Vesting. Each AwardThe shares of Restricted Shares mayStock awarded under this Agreement shall vest as set forth above unless, prior to such vesting date, the Award and the applicable shares of Restricted Stock are forfeited or may not behave become subject to vesting. Vesting shall occur, in full or in installments, upon satisfactionaccelerated vesting under the terms and conditions of the conditions specified inPlan or this Agreement. Until the shares of Restricted Stock Agreement. Avest, Participant shall not sell, transfer, pledge, assign or otherwise encumber such shares of Restricted Stock Agreement may provide for accelerated vesting in the event of the Participant’s death, Disability or retirement or other events.any interest therein.

Vesting. EachVesting and Lapse of Restrictions. The grant, issuance, retention, vesting and/or settlement of Shares of Restricted Stock shall occur at such time and in such installments as determined by the Committee or under criteria established by the Committee. The Committee shall have the right to make the timing of the grant and/or the issuance, ability to retain, vesting and/or settlement of Shares of Restricted Stock subject to continued employment, passage of time and/or such performance criteria as deemed appropriate by the Committee; provided that except as set forth in this Plan, in no event shall the grant, issuance, retention, vesting and/or settlement of Shares under an Award of Restricted Shares may or may notStock that is based on performance criteria and the level of achievement versus such criteria be subject to vesting. Vestinga Performance Period of less than one year and no condition that is based solely upon continued employment or the passage of time shall occur,provide for vesting or settlement of an Award of Restricted Stock less than one year from the date the Award is granted, in fulleach case other than if accelerated as a result of or in installments, upon satisfactionthe death, disability or Retirement of the conditions specifiedParticipant or a Change in Control. Notwithstanding anything herein to the contrary, the limitations contained in the preceding sentence shall not apply to Restricted Stock Agreement. Athat is granted in lieu of salary, cash bonus or other cash compensation or to Substitute Awards, in which case there may be no minimum Term, and for purposes of this limitation one year shall include a Director year from one annual shareholder meeting until the next annual shareholder meeting. In addition, notwithstanding anything herein to the contrary, the Committee may grant Awards of Restricted Stock, Stock Awards and Restricted Share Rights which vest prior to one year from the date of grant (“Shorter Vesting Awards”) as determined by the Committee and evidenced in an Award Agreement may provide for accelerated vesting inprovided that the eventaggregate number of Shares underlying all such Shorter Vesting Awards granted on or after the Effective Date under the Plan shall not exceed 5% of the Participant’s death, Disability or retirement or other events.aggregate number of Shares set forth in Section 3, as adjusted pursuant to Section 22.

Vesting. Each AwardVESTING; TERMINATION OF EMPLOYMENT. Shares of Restricted Shares may or may not berestricted stock, subject to vesting. Vestingthe other terms and conditions set forth herein, shall occur, in full or in installments, upon satisfaction ofbecome vested if the conditionsAward Recipient remains continuously employed through each vesting date specified in the Restricted Stock Agreement. A Restricted Stock Agreement may provideGrant Notice. Should the Award Recipient die while holding Shares of restricted stock, then the Shares shall become 100% vested upon his or her death. Upon termination of employment for accelerated vestingany other reason, any Shares of restricted stock that have not yet vested shall be forfeited on the date of termination, unless otherwise specified by the terms of any employment agreement in place between the event ofAward Recipient and the Participant’s death, Disability or retirement or other events. Company.