Grant and Restrictions. Subject to [Section 6(d)(ii)], Restricted Stock shall be subject to such restrictions on transferability, risk of forfeiture and other restrictions, if any, as the Committee may impose, which restrictions may lapse separately or in combination at such times, under such circumstances (including based on achievement of performance conditions and/or future service requirements), in such installments or otherwise and under such other circumstances 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 document relating to the Restricted Stock, 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 mandatory reinvestment or other requirement imposed by the Committee). Upon any forfeiture of Restricted Stock, a Participant shall cease to have any rights of

Grant and Restrictions. Subject to [Section 6(d)(ii)], Restricted Stock shall be subject to such restrictions on transferability, risk of forfeiture and other restrictions, if any, as the Committee may impose, which restrictions may lapse separately or in combination at such times, under such circumstances (including based on achievement of performance conditions and/or future service requirements), in such installments or otherwise and under such other circumstances 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 document relating to the Restricted Stock, 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 mandatory reinvestment or other requirement imposed by the Committee). Upon any forfeiture of Restricted Stock, a Participant shall cease to have any rights of1"> a stockholder of the Company and shall return any certificates representing such Restricted Stock to the Company. Canadian Participants shall not be eligible to receive Restricted Stock Awards.

Grant and Restrictions.1"> Subject to [Section 6(d)(ii)], Restricted Stock shall be subject to such restrictions on transferability, risk of forfeiture and other restrictions, if any, as the Committee may impose, which restrictions may lapse separately or in combination at such times, under such circumstances (including based on achievement of performance 3">conditions3">goals and/or future service requirements), in such installments or 5">otherwise and under such other circumstances5">otherwise, as the Committee may determine at the date of grant or thereafter. Except to the extent restricted under the terms of 7">the7">this Plan and any Award 9">document9">agreement relating to the Restricted Stock, 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 mandatory reinvestment or other requirement imposed by the Committee). 11">Upon any forfeiture of11">During the restricted period applicable to the Restricted Stock, 13">a Participant shall cease to have any rights of13">the Restricted Stock may not be sold, transferred, pledged, hypothecated, margined or otherwise encumbered by the Participant.

Grant and Restrictions.1"> Subject to [Section 6(d)(ii)], Restricted Stock shall be subject to such restrictions on transferability, risk of forfeiture and other restrictions, if any, as the Committee may impose, which restrictions may lapse separately or in combination at such times, under such circumstances (including based on achievement of performance 3">conditions3">goals pursuant to Section 6(k) hereof and/or future service requirements), in such installments or 5">otherwise and under such other circumstances5">otherwise, as the Committee may determine at the date of grant or thereafter. 7">Except to7">During the 9">extent restricted 11">under the terms of the Plan and any Award document relating11">period applicable to the Restricted Stock, 13">a Participant granted Restricted Stock shall have all of the rights of a stockholder, including the right to vote the Restricted Stock 15">and the right to receive dividends thereon (subject to any mandatory reinvestment15">may not be sold, transferred, pledged, hypothecated, margined or 17">other requirement imposed17">otherwise encumbered by the 19">Committee). Upon any forfeiture of Restricted Stock, a Participant shall cease to have any rights of19">Participant.

Grant and Restrictions. 1">Subject to [Section 6(d)(ii)], Restricted Stock3"> Awards shall be subject to such restrictions on transferability, risk of forfeiture and other restrictions, if any, as the Committee may impose, 5">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 which7"> shall contain provisions determined by the Committee and not inconsistent with the Plan. The restrictions may lapse separately or in combination at such times, under such circumstances (including based on achievement of performance 9">conditions9">goals and/or future service requirements), in such installments or 11">otherwise and under such other circumstances11">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 13">document13">Agreement relating to 15">the15">a Restricted 17">Stock,17">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 mandatory reinvestment or other requirement imposed by the Committee). 19">Upon any forfeiture19">During the period that the Restriction Stock Award is subject to a risk of 21">forfeiture, subject to Section 9(b) below and except as otherwise provided in the Award Agreement, the Restricted 23">Stock, a Participant shall cease to have any rights of23">Stock may not be sold, transferred, pledged, hypothecated, margined or otherwise encumbered by the Participant.

Grant and Restrictions. 1">Subject to [Section 6(d)(ii)], Restricted Stock3"> Awards shall be subject to such restrictions on transferability, risk of forfeiture and other restrictions, if any, as the Committee may impose, 5">or as otherwise provided in this Plan, covering a period of time specified by the Committee (the “Restriction Period”). The terms of any Restricted Stock Award granted under the Plan shall be set forth in a written Award Agreement which7"> shall contain provisions determined by the Committee and not inconsistent with the Plan. The restrictions may lapse separately or in combination at such times, under such circumstances (including based on achievement of performance 9">conditions9">goals and/or future service requirements), in such installments or 11">otherwise and under such other circumstances11">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 13">document13">Agreement relating to 15">the15">a Restricted 17">Stock,17">Stock Award, a Participant granted Restricted Stock shall have all of the rights of a 19">stockholder,19">shareholder, including the right to vote the Restricted Stock and the right to receive dividends thereon (subject to any mandatory reinvestment or other requirement imposed by the Committee). 21">Upon any forfeiture21">During the period that the Restricted Stock Award is subject to a risk of 23">forfeiture, subject to Section 11(b) below and except as otherwise provided in the Award Agreement, the Restricted 25">Stock, a25">Stock may not be sold, transferred, pledged, hypothecated, margined or otherwise encumbered by the Participant 27">shall cease to have any rights of27">or Beneficiary.

Grant and Restrictions. 1">Subject to [Section 6(d)(ii)], Restricted Stock3"> Awards shall be subject to such restrictions on transferability, risk of forfeiture and other restrictions, if any, as the Committee may impose, 5">or as otherwise provided in this Plan, covering a period of time specified by the Committee (the “Restriction Period”). The terms of any Restricted Stock Award granted under the Plan shall be set forth in a written Award Agreement which7"> shall contain provisions determined by the Committee and not inconsistent with the Plan. The restrictions may lapse separately or in combination at such times, under such circumstances (including based on achievement of performance 9">conditions9">goals and/or future service requirements), in such installments or 11">otherwise and under such other circumstances11">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 13">document13">Agreement relating to 15">the15">a Restricted 17">Stock,17">Stock Award, a Participant granted Restricted Stock shall have all of the rights of a 19">stockholder,19">shareholder, including the right to vote the Restricted Stock and the right to receive dividends thereon (subject to any mandatory reinvestment or other requirement imposed by the Committee). 21">Upon any forfeiture21">During the period that the Restricted Stock Award is subject to a risk of 23">forfeiture, subject to Section 11(b) below and except as otherwise provided in the Award Agreement, the Restricted 25">Stock, a25">Stock may not be sold, transferred, pledged, hypothecated, margined or otherwise encumbered by the Participant 27">shall cease to have any rights of27">or Beneficiary.

Grant and Restrictions. 1">Subject to [Section 6(d)(ii)], Restricted Stock3"> Awards shall be subject to such restrictions on transferability, risk of forfeiture and other restrictions, if any, as the Committee may impose, 5">or as otherwise provided in this Plan, covering a period of time specified by the Committee (the “Restriction Period”). The terms of any Restricted Stock Award granted under the Plan shall be set forth in a written Award Agreement which7"> shall contain provisions determined by the Committee and not inconsistent with the Plan. The restrictions may lapse separately or in combination at such times, under such circumstances (including based on achievement of performance 9">conditions9">goals and/or future service requirements), in such installments or 11">otherwise and under such other circumstances11">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 13">document13">Agreement relating to 15">the15">a Restricted 17">Stock,17">Stock Award, a Participant granted Restricted Stock shall have all of the rights of a 19">stockholder,19">shareholder, including the right to vote the Restricted Stock and the right to receive dividends thereon (subject to any mandatory reinvestment or other requirement imposed by the Committee). 21">Upon any forfeiture21">During the period that the Restricted Stock Award is subject to a risk of 23">forfeiture, subject to Section 11(b) below and except as otherwise provided in the Award Agreement, the Restricted 25">Stock, a25">Stock may not be sold, transferred, pledged, hypothecated, margined or otherwise encumbered by the Participant 27">shall cease to have any rights of27">or Beneficiary.

Grant and Restrictions.1"> Subject to [Section 6(d)(ii)], Restricted Stock shall be subject to such restrictions on transferability, risk of 3">forfeiture3">forfeiture, and other restrictions, if any, as the 5">Committee5">Plan Administrator may impose, 7">which7">or as otherwise provided in this Plan. The restrictions may lapse separately or in combination at such times, under such circumstances (including based on achievement of performance 9">conditions9">goals and/or future service requirements), in such installments or 11">otherwise and under such other circumstances11">otherwise, as the 13">Committee13">Plan Administrator may determine at the date of grant or thereafter. Except to the extent restricted under the terms of the Plan and any Award 15">document15">agreement relating to the Restricted Stock, 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 mandatory reinvestment or other requirement imposed by the 17">Committee)17">Plan Administrator). 19">Upon any forfeiture of19">During the restricted period applicable to the Restricted Stock, 21">a Participant shall cease21">subject to 23">have any rights of23">Section 10(b) below, the Restricted Stock may not be sold, transferred, pledged, hypothecated, margined, or otherwise encumbered by the Participant.