Restricted Stock and Restricted Stock Units. Any shares of Restricted Stock or Restricted Stock Units held by the Participant for a period of less than twelve (12) consecutive months after the Award Date shall be deemed vested by multiplying the number of shares subject to the Award by a fraction, the numerator of which is the number of full calendar months of employment or service subsequent to the date of the Award, and the denominator of which is twelve (12). Any shares of Restricted Stock or Restricted Stock Units held by the Participant for a period of twelve (12) consecutive months or greater after the Award Date shall be deemed vested in full. Conditioned upon Participant’s compliance with the noncompete covenant set forth in the Award Agreement, the shares subject to the Restricted Stock or Restricted Stock Units shall be distributable to the Participant following the expiration of the noncompete covenant.

Shares of Restricted Stock and Restricted Stock Units. Any sharesUnits shall be subject to such restrictions as the Committee may impose (including, without limitation, any limitation on the right to vote a Share of Restricted Stock or the right to receive any dividend or other right or property), which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise, as the Committee may deem appropriate; provided, that if the vesting conditions applicable to an Award of Restricted Stock or Restricted Stock Units held byto an employee of the Participant for aCompany relate exclusively to the passage of time and continued employment, such time period shall consist of not less than twelve (12) consecutive months afterthirty-six (36) months. In the event the vesting of any Award Date shall be deemed vested by multiplying the number of sharesRestricted Stock is subject to the achievement of performance goals, the performance period relating to such Award by a fraction, the numerator of which is the number of full calendar months of employment or service subsequent to the date of the Award, and the denominator of which isshall be at least twelve (12). months. Any sharesAward of Restricted Stock or Restricted Stock Units held byfor which vesting is conditioned upon the Participant for a periodachievement of twelve (12) consecutive months or greater after the Award Dateperformance goals shall be deemed vested in full. Conditioned upon Participant’s compliance with the noncompete covenant set forth in the Award Agreement, the shares subject to the Restricted Stock or Restricted Stockconsidered an award of Performance Units shall be distributable to the Participant following the expiration of the noncompete covenant.under Section 8.

Shares of Restricted Stock and Restricted Stock Units. Any sharesUnits shall be subject to such restrictions as the Committee may impose (including, without limitation, any limitation on the right to vote a Share of Restricted Stock or the right to receive any dividend or other right or property), which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise, as the Committee may deem appropriate; provided, that if the vesting conditions applicable to an Award of Restricted Stock or Restricted Stock Units held byto an employee of the Participant for aCompany relate exclusively to the passage of time and continued employment, such time period shall consist of not less than twelve (12) consecutive months afterthirty-six (36) months. In the event the vesting of any Award Date shall be deemed vested by multiplying the number of sharesRestricted Stock is subject to the achievement of performance goals, the performance period relating to such Award by a fraction, the numerator of which is the number of full calendar months of employment or service subsequent to the date of the Award, and the denominator of which isshall be at least twelve (12). months. Any sharesAward of Restricted Stock or Restricted Stock Units held byfor which vesting is conditioned upon the Participant for a periodachievement of twelve (12) consecutive months or greater after the Award Dateperformance goals shall be deemed vested in full. Conditioned upon Participant’s compliance with the noncompete covenant set forth in the Award Agreement, the shares subject to the Restricted Stock or Restricted Stockconsidered an award of Performance Units shall be distributable to the Participant following the expiration of the noncompete covenant.under [Section 8].