Restricted Stock Units. The Committee (or, with respect to Directors, the Board) may grant Awards of Restricted Stock Units which shall be evidenced by an Agreement between the Company and the Grantee. Each Agreement shall contain such restrictions, terms and conditions as the Committee or Board may require. Awards of Restricted Stock Units shall be subject to the following terms and provisions:

Restricted Stock Units.Stock. The Committee (or, with respect to Directors, the Board) may grant Awards of Restricted Stock Units which shall be evidenced by an Agreement between the Company and the Grantee. Each Agreement shall contain such restrictions, terms and conditions as the Committee or Board may require.require and (without limiting the generality of the foregoing) such Agreements may require that an appropriate legend be placed on Share certificates. Awards of Restricted Stock Units shall be subject to the following terms and provisions:

Grant of Restricted Stock Units.Awards. The Committee (or, with respect to Directors, the Board) may grant Awardsmake grants of Restricted Stock and/or Restricted Stock Units whichto Participants. Each Restricted Award shall be evidenced by an Award Agreement betweensetting forth the Company and the Grantee. Each Agreement shall contain such restrictions, terms and conditions as the Committeenumber of shares of Restricted Stock or Board may require. Awardsnumber of Restricted Stock Units shall be subject togranted and the following terms and provisions:conditions to which the Restricted Award is subject. Restricted Awards may be granted by the Committee in its discretion with or without cash consideration.

Restricted Stock and Restricted Stock Units. The Committee (or, with respectis hereby authorized to Directors, the Board) may grant Awardsan Award of Restricted Stock Units which shall be evidenced by an Agreement between the Company and the Grantee. Each Agreement shall contain such restrictions, terms and conditions as the Committee or Board may require. Awards of Restricted Stock Units shall be subject to Eligible Persons with the following terms and provisions:conditions and with such additional terms and conditions not inconsistent with the provisions of the Plan as the Committee shall determine:

The Company may grant Restricted Stock Units. The Committee (or, with respector Restricted Stock Units to Directors, the Board) may grant AwardsEligible Directors and Eligible Employees as provided in this Article IV. Shares of Restricted Stock Units which shall be evidenced by an Agreement between the Company and the Grantee. Each Agreement shall contain such restrictions, terms and conditions as the Committee or Board may require. Awards of Restricted Stock Units will be deemed granted only upon # authorization by the Committee and # the execution and delivery of a Restricted Stock Agreement or Restricted Stock Unit Agreement, as applicable, by the Grantee and a duly authorized officer of the Company. Restricted Stock and Restricted Stock Units will not be deemed to have been granted merely upon authorization by the Committee. The aggregate number of Shares potentially acquirable under all Restricted Stock Agreements and all Restricted Stock Unit Agreements shall be subject tonot exceed the following terms and provisions:total number of Shares in the Plan Pool, less all Shares potentially acquirable under, or underlying, all other Rights outstanding under this Plan.

Grant of Restricted Stock Units. The Committee (or, with respect to Directors, the Board) may grant Awards of Restricted Stock Units whichmay be granted to Participants in such number, and upon such terms, and at any time and from time to time as shall be evidenceddetermined by an Agreement between the Company andCommittee, in its sole discretion. A grant of a Restricted Stock Unit or Restricted Stock Units shall not represent the Grantee. Each Agreementgrant of Shares but shall containrepresent 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 restrictions,other terms and conditions as specified in the Committee or Board may require. Awardsapplicable Award Agreement over the Period of Restriction. Each grant of Restricted Stock Units shall be subject to the following terms and provisions:evidenced by an Award Agreement.

Grant of Restricted Stock Units. The Committee (or, with respectSubject to Directors, the Board)terms and provisions of the Plan, the Committee, at any time and from time to time, may grant Awards of Restricted Stock Units whichunder the Plan (with one Unit representing one Share) to such Key Employees and Non-Employee Directors and in such amounts as it shall be evidenced by an Agreement betweendetermine. Participants receiving Restricted Stock Unit Awards are not required to pay the Company andtherefor (except for applicable tax withholding) other than the Grantee. Each Agreement shall contain such restrictions, terms and conditions as therendering of services. The Committee or Board may require. Awards ofis expressly authorized to grant Restricted Stock Units shall be subject to the following terms and provisions:that are deferred compensation covered by Code Section 409A, as well as Restricted Stock Units that are not deferred compensation covered by Code Section 409A.

Restricted Stock Units. The Committee (or, with respect to Directors, the Board) may grant Awards ofor Restricted Stock Units whichUnit Agreement. Each Restricted Stock and/or Restricted Stock Unit grant shall be evidenced by an Award Agreement betweenthat shall specify the Company andPeriod(s) of Restriction, the Grantee. Each Agreement shall contain such restrictions, terms and conditions asnumber of Shares of Restricted Stock or the Committee or Board may require. Awardsnumber of Restricted Stock Units granted, and such other provisions as the Compensation Committee shall be subject to the following terms and provisions:determine.

Restricted Stock Units. The Committee (or, with respectmay, from time to Directors,time and upon such terms and conditions as it may determine, authorize the Board) may grant Awardsgranting or sale of Restricted Stock Units which shall be evidenced by an Agreement betweento Participants. Each such grant or sale may utilize any or all of the Companyauthorizations, and the Grantee. Each Agreement shall contain such restrictions, terms and conditions as the Committee or Board may require. Awards of Restricted Stock Units shallwill be subject to all of the requirements, contained in the following terms and provisions:

Restricted Stock Units. The Committee (or, with respect to Directors, the Board) mayUnit Awards. Each grant Awards of Restricted Stock Units whichunder the Plan shall be evidenced by an Agreement betweenthat # provides for the Companyissuance of Shares to a Participant at such time(s) as the Committee may specify and the Grantee. Each Agreement shall contain# contains such restrictions,other terms and conditions as the Committee or Board may require. Awardsspecify, including without limitation, terms that condition the issuance of Restricted Stock Units shall be subject toUnit Awards upon the following terms and provisions:achievement of one or more specified Performance Goals.