Grant of Restricted Stock. The Company hereby grants to the Grantee a total of ​ restricted Shares (the “Restricted Stock”). Except as otherwise provided herein including, without limitation, the provisions of Paragraph 4 hereof, the Grantee shall have with respect to the Restricted Stock all of the rights of a holder of Shares, including the right to receive dividends, if paid, and the right to vote the Shares, provided, however, that the amount of any dividend otherwise payable on the Restricted Stock prior to the date on which the Restricted Stock has become vested shall instead be held in escrow from and after the dividend payment date until the Restricted Stock vests, at which time the amount of the dividend shall be paid to the Grantee (or, if such Restricted Stock is forfeited prior to becoming vested, the amount of any dividend related to such Restricted Stock shall also be forfeited). Unless otherwise directed by the Committee, the Restricted Stock shall be held in book entry form with appropriate restrictions relating to the transfer of such Shares.

Grant of Restricted Stock Award. The Committee, on behalf of the Company, hereby grants to Grantee, effective as of the Grant Date, Restricted Stock equal to the Award Amount set forth above, on the terms and conditions set forth in this Agreement, including the specific vesting requirements set forth above under the Vest Schedule, and as otherwise provided in the Plan. The Restricted Stock shall be registered in the name of Grantee as of the respective Grant Date for such Shares of Restricted Stock. The Company hereby grants tomay issue stock certificates or evidence Grantee’s interest by using a restricted book entry account with the Grantee a totalCompany’s transfer agent. Physical possession or custody of ​ restrictedany stock certificates that are issued shall be retained by the Company until such time as the Shares (the “Restricted Stock”). Except as otherwise provided herein including, without limitation, the provisions of Paragraph 4 hereof, the Grantee shall have with respect to the Restricted Stock all of the rights of a holder of Shares, includingare vested. The Company reserves the right to receive dividends, if paid,place a legend on such stock certificate(s) restricting the transferability of such certificates and referring to the terms and conditions (including forfeiture) of this Agreement and the right to vote the Shares, provided, however, that the amount of any dividend otherwise payable on the Restricted Stock prior to the date on which the Restricted Stock has become vested shall instead be held in escrow from and after the dividend payment date until the Restricted Stock vests, at which time the amount of the dividend shall be paid to the Grantee (or, if such Restricted Stock is forfeited prior to becoming vested, the amount of any dividend related to such Restricted Stock shall also be forfeited). Unless otherwise directed by the Committee, the Restricted Stock shall be held in book entry form with appropriate restrictions relating to the transfer of such Shares.Plan.

Delivery of Restricted Stock.Shares. The Company hereby grantsshall implement the grant of a Restricted Stock Award by book-entry issuance of Shares to the GranteeParticipant in an account maintained by the Company at its transfer agent. Unless otherwise determined by the Committee and provided in the Award Agreement, the grantee shall have all rights of a total of ​ restricted Shares (the “Restricted Stock”). Except as otherwise provided herein including, without limitation, the provisions of Paragraph 4 hereof, the Grantee shall haveshareholder with respect to the shares of Restricted Stock all of the rights of a holder of Shares,Stock, including the right to receive dividends, if paid,dividends and the right to vote thesuch Shares, provided, however, thatthat, except as otherwise determined by the amountCommittee and provided in the Award Agreement, all of the Shares shall be forfeited and all rights of the grantee to such Shares shall terminate, without further obligation on the part of the Company, unless the grantee remains in the continuous employment of one or more Employers for the entire Restricted Period in relation to which such Shares were granted and unless any dividend otherwise payable onother restrictive conditions relating to the Restricted Stock priorAward are met. Any dividends (including cash dividends) granted with respect to the date on which the Restricted Stock has become vested shall instead be held in escrow from and after the dividend payment date until the Restricted Stock vests, at which time the amount of the dividend shall be paid to the Grantee (or, if such Restricted Stock is forfeited prior to becoming vested, the amount of any dividend related to such Restricted Stock shall also be forfeited). Unless otherwise directed by the Committee, the Restricted Stock shall be held in book entry form with appropriate restrictions relatingsubject to the transfer of suchsame restrictions that apply to the underlying Shares.

Unless the Committee otherwise provides in an Award Agreement, holders of Restricted Stock shall have the right to vote such shares of Restricted Stock and the right to receive any dividends declared or paid with respect to such shares of Restricted Stock. The Company hereby grantsCommittee may provide that any dividends paid on Restricted Stock must be reinvested in shares of Stock, which may or may not be subject to the Grantee a total of ​ restricted Shares (the “Restricted Stock”). Exceptsame vesting conditions and restrictions as otherwise provided herein including, without limitation, the provisions of Paragraph 4 hereof, the Grantee shall have with respectvesting conditions and restrictions applicable to thesuch Restricted Stock. Dividends paid on Restricted Stock allwhich vests or is earned based upon the achievement of the rights of a holder of Shares, including the right to receive dividends, if paid, and the right to vote the Shares, provided, however, that the amount of any dividend otherwise payable on the Restricted Stock prior to the date on which the Restricted Stock has become vestedperformance goals shall instead be held in escrow from and after the dividend payment date until the Restricted Stock vests, at which time the amount of the dividend shall be paid to the Grantee (or, ifnot vest unless such performance goals for such Restricted Stock is forfeited prior to becoming vested,are achieved, and if such performance goals are not achieved, the amountGrantee of any dividend related to such Restricted Stock shall also be forfeited). Unless otherwise directedpromptly forfeit and repay to the Company such dividend payments. All stock distributions, if any, received by the Committee, thea Grantee with respect to Restricted Stock as a result of any stock split, stock dividend, combination of stock, or other similar transaction shall be held in book entry form with appropriate restrictions relatingsubject to the transfer ofvesting conditions and restrictions applicable to such Shares.Restricted Stock.

Stockholder Rights. During the Period of Restriction in which Grantee holds the Restricted Stock. The Company hereby grants to the Grantee a total of ​ restricted Shares (the “Restricted Stock”). Except as otherwise provided herein including, without limitation, the provisions of Paragraph 4 hereof, theStock, Grantee shall havebe entitled to vote such Restricted Stock and the Company shall credit to a non-interest bearing account on its books for Grantee any cash dividends paid with respect to thesuch Shares of Restricted Stock all of the rights of a holder of Shares, including the right to receive dividends, if paid,while they are so held, and the right to vote the Shares, provided, however, that the amount of any dividend otherwise payable on the Restricted Stock prior to the date on which the Restricted Stock has become vested shall instead be held in escrow from and after the dividend payment date until the Restricted Stock vests, at which time the amount of the dividendsuch dividends shall be paid to Grantee if and when Grantee’s rights vest at the end of the Period of Restriction. The Company will pay the cash dividends to Grantee (or, if such Restricted Stock isas soon as practical after each Vesting Date. Any dividends credited to Grantee’s non-interest bearing account shall be forfeited prior to becoming vested,in the amount of any dividend related to such Restricted Stock shall also be forfeited). Unless otherwise directed by the Committee,event the Restricted Stock shall be held in book entry form with appropriate restrictions relating to the transfer of such Shares.are forfeited.

Section # Right to Vote and to Receive Dividends. Unless the Grantee a total of ​ restricted Shares (the “Restricted Stock”). Except as otherwise provided herein including, without limitation, the provisions of Paragraph 4 hereof,Committee determines otherwise, in its discretion, the Grantee shall have with respect to the Restricted Stock all of the rights of a holder of Shares, including the right to receive dividends, if paid, and the right to vote Restricted Stock. From the Shares, provided, however, that the amountdate of any dividend otherwise payable on the Restricted Stock prior toGrant through the date on whichearlier of # the Restricted Stock has become vested shall instead be held in escrow from and after the dividend payment date until the Restricted Stock vests, at which time the amount of the dividend shall be paid to the Grantee (or, if such Restricted Stock is forfeited priorforfeited, and # the date certificates evidencing Shares are delivered, the Grantee shall be entitled to becoming vested, the amount of any dividend related toreceive dividends or other distributions paid on such Restricted Stock shall also be forfeited). Unless otherwise directedShares, as deemed appropriate by the Committee,Committee; provided, however, that any such dividend equivalents shall not be payable unless and until the Restricted Stock shall be held in book entry form with appropriate restrictions relatingdate certificates evidencing the Shares are delivered to the transfer of such Shares.Grantee as provided above.

The Company hereby grants to the Grantee a total of ​ restricted Shares (the “Restricted Stock”). Except as otherwise provided herein including, without limitation, the provisions of Paragraph 4 hereof, the Grantee shall have with respect tobe the record owner of the Restricted Stock all of the rights of a holder of Shares, including the rightand shall be entitled to receive dividends, if paid, and the right to vote such shares but shall not be entitled to receive all dividends or other distributions paid with respect to such shares until such have vested in accordance with [Section 3]. Notwithstanding the Shares, provided, however, that the amount offoregoing, any dividend otherwise payable on the Restricted Stock prior to the date on which the Restricted Stock has become vested shall instead be held in escrow from and after the dividend payment date until the Restricted Stock vests, at which time the amountstock dividends, stock split or other adjustments contemplated by [Section 11] of the dividend shall be paid to the Grantee (or, if such Restricted Stock is forfeited prior to becoming vested, the amountPlan in respect of any dividend related to such Restricted Stock shall also be forfeited). Unless otherwise directed by the Committee, the Restricted Stock shall be held in book entry form with appropriate restrictions relatingsubject to the transfersame vesting provisions and restrictions on transferability as the shares of such Shares.Restricted Stock with respect to which they were issuable or paid.

Rights as a Stockholder. Upon the grant of the Restricted Stock. The Company hereby grantsStock Award and payment of any applicable purchase price, a grantee shall have the rights of a stockholder with respect to the Grantee a totalvoting of ​ restrictedthe Restricted Shares (the “Restricted Stock”). Except as otherwiseand receipt of dividends; provided herein including, without limitation,that if the provisionslapse of Paragraph 4 hereof, the Grantee shall haverestrictions with respect to the Restricted Stock all of the rights of a holder of Shares, including the right to receive dividends, if paid, and the right to vote the Shares, provided, however, that the amount of any dividend otherwise payable on the Restricted Stock priorAward is tied to the date on whichattainment of performance goals, any dividends paid by the Restricted Stock has become vestedCompany during the performance period shall instead be held in escrow fromaccrue and after the dividend payment date until the Restricted Stock vests, at which time the amount of the dividend shall not be paid to the Grantee (or, if such Restricted Stock is forfeited priorgrantee until and to becoming vested, the amount of any dividend relatedextent the performance goals are met with respect to such Restricted Stock shall also be forfeited). Unless otherwise directed by the Committee, the Restricted Stock Award. Unless the Administrator shall otherwise determine, # uncertificated Restricted Shares shall be held in book entry form with appropriate restrictions relatingaccompanied by a notation on the records of the Company or the transfer agent to the effect that they are subject to forfeiture until such Restricted Shares are vested as provided in [Section 7(d)] below, and # certificated Restricted Shares shall remain in the possession of the Company until such Restricted Shares are vested as provided in [Section 7(d)] below, and the grantee shall be required, as a condition of the grant, to deliver to the Company such instruments of transfer of such Shares.as the Administrator may prescribe.

Except as otherwise provided herein including, without limitation,in the provisions of Paragraph 4 hereof,[foregoing [clause (i)]], below in this [clause (ii)], or in [Section 15], the Grantee shall have withhave, in respect toof the Shares of Restricted StockStock, all of the rights of a holderstockholder of Shares,the Company, including the right to receive dividends, if paid, and the right to vote the Shares,Shares; provided, however, that cash dividends on such Shares shall, unless otherwise provided by the amount of any dividend otherwise payable onCommittee in the Restricted Stock prior to the date on which the Restricted Stock has become vested shall insteadapplicable Award Agreement, be held in escrow from and afterby the dividend payment dateCompany (unsegregated as a part of its general assets) until the Restricted Stock vests, at which timeperiod of forfeiture lapses (and forfeited if the amount of the dividend shall beunderlying Shares are forfeited), and paid over to the Grantee (or, ifas soon as practicable after such Restricted Stock is forfeited priorperiod lapses (if not forfeited). Certificates for Shares (not subject to becoming vested, the amount of any dividend related to such Restricted Stock shall also be forfeited). Unless otherwise directed by the Committee, the Restricted Stockrestrictions hereunder) shall be held in book entry form with appropriate restrictions relatingdelivered to the transferGrantee or his or her designee promptly after, and only after, the period of forfeiture shall lapse without forfeiture in respect of such Shares.Shares of Restricted Stock.

Grant of Restricted Stock.Stock Award. The Company hereby grants to the Grantee a total#QuantityGranted# shares of ​ restrictedStock, which shares (the “Awarded Shares”) shall be subject to the restrictions set forth in [sections 2, 3 and 4]4]4] hereof, as well as all other terms and conditions set forth in this Agreement and in the Plan. The par value of the Awarded Shares (the “Restricted Stock”). Except as otherwise provided herein including, without limitation,shall be deemed paid by the provisionspromise by the Grantee to perform future Service to the Company or an Affiliate. Subject to the terms of Paragraph 4[section 3(d)] hereof, the Grantee shall have with respect to the Restricted Stock all of the rights of a holder of Shares, including the right to receive dividends, if paid, and the right to vote the Shares, provided, however, that the amount of any dividend otherwise payabledividends on the Restricted Stock prior to the date on which the Restricted Stock has become vested shall instead be held in escrow fromAwarded Shares as and after the dividend payment date until the Restricted Stock vests, at which time the amount of the dividend shall be paid to the Grantee (or, if such Restricted Stock is forfeited prior to becoming vested, the amount of any dividend related to such Restricted Stock shall also be forfeited). Unless otherwise directed by the Committee, the Restricted Stock shall be held in book entry form with appropriate restrictions relating to the transfer of such Shares.when paid.