Grant of Restricted Stock Units. The Committee may grant the right to receive 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, as determined by the Committee at the time of grant or thereafter. Such Awards shall be made in the form of “units” with each unit representing the equivalent of one share of Common Stock.

Grant of Restricted or Unrestricted Stock Units.Awards. The Committee may grant the right to receive in the future shares of Common Stock subject to forfeiture (“Restricted Stock Units”Stock”) and determine the duration of the Restricted Periodperiod (the “Restricted Period”) during which, and the conditions under which, the Awardshares may be forfeited to the Company and the other terms and conditions of such Awards. Shares of Restricted Stock Unit Awardsmay not be sold, assigned, transferred, pledged or otherwise encumbered, except as permitted by the Committee, during the Restricted Period. Shares of Restricted Stock shall constitute an unfunded and unsecured obligationbe evidenced in such manner as the Committee may determine. Any certificates issued in respect of shares of Restricted Stock shall be registered in the name of the Company,Participant and unless otherwise determined by the Committee, deposited by the Participant, together with a stock power endorsed in blank, with the Company. At the expiration of the Restricted Period, the Company shall be settled indeliver such certificates to the Participant or if the Participant has died, to the Participant’s Designated Beneficiary. The Committee also may make Awards of shares of Common Stock that are not subject to restrictions or cash,forfeiture, on such terms and conditions as determined by the Committee at themay determine from time of grant or thereafter. Such Awards shall be made in the form of “units” with each unit representing the equivalent of one share of Common Stock.to time.

Grant of Restricted Stock Units. The Committee may grant the right to receive 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 AwardUnits may be forfeitedgranted to Participants in such number, and upon such terms, and at any time and from time to time as shall be determined by the Company andCommittee, 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 such Awards.Restriction. Each grant of Restricted Stock Unit Awards shall constitute an unfunded and unsecured obligation of the Company, andUnits shall be settled in shares of Common Stock or cash, as determinedevidenced by the Committee at the time of grant or thereafter. Such Awards shall be made in the form of “units” with each unit representing the equivalent of one share of Common Stock.an Award Agreement.

Grant of Restricted Stock Units.Awards. The Committee may grantmake grants of Restricted Stock and/or Restricted Stock Units to Participants. Each Restricted Award shall be evidenced by an Award Agreement setting forth the right to receive in the futurenumber of shares of Common Stock subject to forfeiture (“Restricted Stock Units”)or number of Restricted Stock Units granted 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.to which the Restricted Stock UnitAward is subject. Restricted Awards shall constitute an unfunded and unsecured obligation of the Company, and shallmay be settled in shares of Common Stock or cash, as determinedgranted by the Committee at the time of grantin its discretion with or thereafter. Such Awards shall be made in the form of “units” with each unit representing the equivalent of one share of Common Stock.without cash consideration.

Issuance. The Committee is authorized to grant to Participants Awards of Restricted Stock, which shall consist of Shares, and Restricted Stock Units. The Committee may grantUnits which shall give the Participant the right to receive cash, Shares, other securities, other Awards or other property, in the future shares of Common Stockeach case subject to forfeiture (“Restricted Stock Units”) and determine the durationtermination of the Restricted Period during which, anddetermined by the conditions under which,Committee. Notwithstanding the Awardfollowing terms, the Committee may impose other terms that may be forfeitedmore or less favorable to the Company andas it deems fit. In the other terms and conditionsabsence of any such Awards.differing provisions, Awards of Restricted Stock Unit Awardsand Restricted Stock Units shall constitute an unfunded and unsecured obligation ofhave the Company, and shall be settled in shares of Common Stock or cash, as determined by the Committee at the time of grant or thereafter. Such Awards shall be made in the form of “units” with each unit representing the equivalent of one share of Common Stock.provisions described below.

In lieu of or in addition to Restricted Stock Units. TheStock, the Committee may grant the right to receive 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 conditionsUnits under which, the Award may be forfeited to the Company and the othersuch terms and conditions of such Awards.as shall be determined by the Committee. Restricted Stock Unit AwardsUnits shall constitute an unfundedbe subject to the same terms and unsecured obligation ofconditions under this Plan as Restricted Stock except as otherwise provided in this [section 7.09] or as otherwise provided by the Company, andCommittee. Except as otherwise provided by the Committee, the award shall be settled in sharesand pay out promptly upon vesting (to the extent permitted by Section 409A of Commonthe Code), and the Participant holding such Restricted Stock or cash,Units shall receive, as determined by the CommitteeCommittee, Shares (or cash equal to the Fair Market Value of the number of Shares as of the date the award becomes payable) equal to the number of such Restricted Stock Units. Restricted Stock Units shall not be transferable, shall have no voting rights, and shall not receive dividends, but shall, unless otherwise provided by the Committee, receive dividend equivalents at the time of grant or thereafter. Such Awards shall be made inand at the form of “units”same rate as dividends are paid on Shares with each unit representing the equivalent of one share of Common Stock.same record and pay dates.

Grant of Restricted Stock, Restricted Stock Units or Deferred Stock Units. The CommitteeSubject to the terms and provisions of this Plan, the Committee, at any time and from time to time, may grant the right to receive in the future sharesaward Shares of Common Stock subject to forfeiture (“Restricted Stock, Restricted Stock Units”)Units and/or Deferred Stock Units to Participants in such amounts as the Committee shall determine. Restricted Stock Units shall be similar to Restricted Stock except that no Shares are actually issued to the Participant until the Period of Restriction has expired and determineany other performance-based or other vesting conditions have been satisfied. Deferred Stock Units shall be similar to Restricted Stock Units except that the durationissuance of Shares shall be further delayed after vesting as specified under the terms 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, as determined by the Committee at the time of grant or thereafter. Such Awards shall be made in the form of “units” with each unit representing the equivalent of one share of Common Stock.Award.

Restricted Stock Units. The Committee (or, with respect to Directors, the Board) may grant the right to receive in the future sharesAwards 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 mayUnits which shall be forfeited toevidenced by an Agreement between the Company and the otherGrantee. Each Agreement shall contain such restrictions, terms and conditions as the Committee or Board may require. Awards of such Awards. Restricted Stock Unit Awards shall constitute an unfunded and unsecured obligation of the Company, andUnits shall be settled in shares of Common Stock or cash, as determined bysubject to the Committee at the time of grant or thereafter. Such Awards shall be made in the form of “units” with each unit representing the equivalent of one share of Common Stock.following terms and provisions:

General. The CommitteeBoard may grant the rightAwards entitling recipients to receive in the futureacquire shares of Common Stock (“Restricted Stock”), subject to forfeiture (“Restricted Stock Units”) and determine the durationright of the Restricted Period during which, andCompany to repurchase all or part of such shares at their issue price or other stated or formula price (or to require forfeiture of such shares if issued at no cost) from the recipient in the event that conditions under which,specified by the Board in the applicable Award may be forfeitedare not satisfied prior to the Company and the other terms and conditions of such Awards. Restricted Stock Unit Awards shall constitute an unfunded and unsecured obligationend of the Company, and shall be settled inapplicable restriction period or periods established by the Board for such Award. The Board may also grant Awards entitling the recipient to receive shares of Common Stock or cash, as determined by the Committeecash to be delivered at the time of grant or thereafter. Such Awards shall be made in the form of “units” withsuch Award vests (“Restricted Stock Units”) (Restricted Stock and Restricted Stock Units are each unit representing the equivalent of one share of Common Stock.referred to herein as a “Restricted Stock Award”).

General. The CommitteeBoard may grant the rightAwards entitling recipients to receive in the futureacquire shares of Common Stock (“Restricted Stock”), subject to forfeiture (“Restricted Stock Units”) and determine the durationright of the Restricted Period during which, andCompany to repurchase all or part of such shares at their issue price or other stated or formula price (or to require forfeiture of such shares if issued at no cost) from the recipient in the event that conditions under which,specified by the Board in the applicable Award may be forfeitedare not satisfied prior to the Company and the other terms and conditions of such Awards. Restricted Stock Unit Awards shall constitute an unfunded and unsecured obligationend of the Company, and shall be settled inapplicable restriction period or periods established by the Board for such Award. Instead of granting Awards for Restricted Stock, the Board may grant Awards entitling the recipient to receive shares of Common Stock or cash, as determined by the Committeecash to be delivered at the time of grant or thereafter. Such Awards shall be made in the form of “units” withsuch Award vests (“Restricted Stock Units”) (Restricted Stock and Restricted Stock Units are each unit representing the equivalent of one share of Common Stock.referred to herein as a “Restricted Stock Award”).