Grant of Restricted Stock 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 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 evidenced by an Award Agreement.

Grant of Restricted Stock Units.Awards. The Committee may make grants of 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 and/or Restricted Stock Units 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 applicableParticipants. Each Restricted Award Agreement over the Period of Restriction. Each grant of Restricted Stock Units shall be evidenced by an Award Agreement.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 granted by the Committee in its discretion with or without cash consideration.

Grant of Restricted Stock Units.or Restricted Stock Units may be grantedUnits. Subject to Participants in such number,the terms and upon such terms, andprovisions of the Plan, the Compensation Committee, at any time and from time to time as shall be determined by the Committee, in its sole discretion. Atime, may grant Shares of a Restricted Stock Unit and/or Restricted Stock Units to Participants in such amounts as the Compensation Committee 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 ofdetermine. Restricted Stock Units shall be evidenced by an Award Agreement.similar to Restricted Stock except that no Shares are actually awarded to the Participant on the date of grant.

Grant of Restricted Stock Units.Stock. 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 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 evidenced by an Award Agreement.

Grant of Restricted Stock Units. Restricted Stock Units may be grantedSubject to Participants in such number,the provisions of [Sections 5 and upon such terms, and6]6], the Committee, at any time and from time to time as shall be determined by the Committee, in its sole discretion. Atime, may grant of a Restricted Stock Unit or Restricted Stock Units under the Plan to such Participants and in such amounts as it 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 ofdetermine. Restricted Stock Units shall be evidenced by an Award Agreement.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 no rights of a shareholder with respect to such Restricted Stock Units.

Grant of Restricted Stock Units.Stock, Restricted Stock Units may be grantedor Deferred Stock Units. Subject to Participants in such number,the terms and upon such terms, andprovisions of this Plan, the Committee, at any time and from time to time as shall be determined by the Committee, in its sole discretion. A granttime, may award Shares of a Restricted Stock Unit orStock, Restricted Stock Units and/or Deferred Stock Units to Participants in such amounts as the Committee 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 ofdetermine. Restricted Stock Units shall be evidenced by an Award Agreement.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 other vesting conditions have been satisfied. Deferred Stock Units shall be similar to Restricted Stock Units except that the issuance of Shares shall be further delayed after vesting as specified under the terms of the Award.

Grant. Whenever the Committee deems it appropriate 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 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 applicableAward, an Award Agreement overshall be given to the Period of Restriction. Each grantParticipant stating the number of Restricted Stock Units in the Award, the Date of Grant, and the terms and conditions to which the Award is subject. No shares of Company Stock shall be evidenced by an Award Agreement.issued at the time a Restricted Stock Unit is granted, and the Company will not be required to set aside a fund for the payment of any such

Restricted Stock 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 aor Restricted Stock Unit Agreement. Each Restricted Stock and/or Restricted Stock Units shall not represent theUnit 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 evidenced by an Award Agreement.Agreement that shall specify the Period(s) of Restriction, the number of Shares of Restricted Stock or the number of Restricted Stock Units granted, and such other provisions as the Compensation Committee shall determine.

7.1Grant of Restricted Stock/Units. Subject to the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant Shares of Restricted Stock Units.and/or Restricted Stock Units to Participants in such amounts as the Committee shall determine. The Committee shall determine the number of Shares to be granted to each Participant. Restricted Stock Units shall be similar to Restricted Stock except that no Shares are actually awarded to the Participant on the date of grant. No more than 150,000 shares of Restricted Stock and/or Restricted Stock Units may be granted to Participantsany individual Employee Participant 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 grantone calendar year. No more than 5,000 shares of a Restricted Stock Unit and/or Restricted Stock Units shall not represent the grant of Shares but shall represent a promisemay be granted 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 specifiedany individual Non-Employee Participant in the applicable Award Agreement over the Period of Restriction. Each grant of Restricted Stock Units shall be evidenced by an Award Agreement.any one calendar year.

Grants. Awards of Restricted Stock Units.and of Restricted Stock Units may be grantedissued 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 number,Restricted Stock Awards 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 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 Units 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 applicableUnit Award Agreement over the Period of Restriction. Each grant of Restricted Stock Units shall be evidencedsubject to vesting restrictions imposed by an Award Agreement.the Committee covering a period of time