Grant of Restricted Shares. The Board shall determine the number of Restricted Shares to be included in the grant and the period or periods during which the Transferability Restrictions applicable to the Restricted Shares will be in force (the “Restricted Period”). The Restricted Period may be the same for all Restricted Shares granted at a particular time to any one Outside Director or may be different with respect to different Outside Directors or with respect to various of the Restricted Shares granted to the same Outside Director, all as determined by the Board at the time of grant.

GrantTransferability Restrictions. During the Restricted Period, Restricted Shares may not be sold, assigned, transferred or otherwise disposed of, or mortgaged, pledged or otherwise encumbered. Furthermore, an Outside Director’s right, if any, to receive Stock upon termination of the Restricted Period may not be assigned or transferred except by will or by the laws of descent and distribution. In order to enforce the limitations imposed upon the Restricted Shares the Board may # cause a legend or legends to be placed on any such certificates, and/or # issue “stop transfer” instructions as it deems necessary or appropriate. Holders of Restricted Shares. TheShares limited as to sale under this [subsection 9(b)] shall have rights as a shareholder with respect to such shares to receive dividends in cash or other property or other distribution or rights in respect of such shares, and to vote such shares as the record owner thereof. With respect to each grant of Restricted Shares, the Board shall determine the number of Restricted Shares to be included in the grant and the period or periods during which the Transferability Restrictions applicablewhich will apply to the Restricted Shares will be in force (the “Restricted Period”). The Restricted Period may be the same for all Restricted Shares granted at a particular time to any one Outside Director or may be different with respect to different Outside Directors or with respect to variouspart of the Restricted Period. By way of illustration but not by way of limitation, the Board may provide # that the Outside Director will not be entitled to receive any shares of Stock unless he or she still serves as a Director of the Corporation at the end of the Restricted Period, # that the Outside Director will become vested in Restricted Shares grantedaccording to the same Outside Director, all asa schedule determined by the Board atBoard, or under other terms and conditions determined by the timeBoard, and # how any Transferability Restrictions will be applied, modified or accelerated in the case of grant.the Outside Director’s death or total and permanent disability.

GrantTransferability Restrictions. During the Restricted Period, Restricted Shares may not be sold, assigned, transferred or otherwise disposed of, or mortgaged, pledged or otherwise encumbered. Furthermore, an Outside Director’s right, if any, to receive Stock upon termination of the Restricted Period may not be assigned or transferred except by will or by the laws of descent and distribution. In order to enforce the limitations imposed upon the Restricted Shares the Board may # cause a legend or legends to be placed on any such certificates, and/or # issue “stop transfer” instructions as it deems necessary or appropriate. Holders of Restricted Shares. TheShares limited as to sale under this [subsection 9(b)] shall have rights as a shareholder with respect to such shares to receive dividends in cash or other property or other distribution or rights in respect of such shares, and to vote such shares as the record owner thereof. With respect to each grant of Restricted Shares, the Board shall determine the number of Restricted Shares to be included in the grant and the period or periods during which the Transferability Restrictions applicablewhich will apply to the Restricted Shares will be in force (the “Restricted Period”). The Restricted Period may be the same for all Restricted Shares granted at a particular time to any one Outside Director or may be different with respect to different Outside Directors or with respect to variouspart of the Restricted Period. By way of illustration but not by way of limitation, the Board may provide # that the Outside Director will not be entitled to receive any shares of Stock unless he or she still serves as a Director of the Corporation at the end of the Restricted Period, # that the Outside Director will become vested in Restricted Shares grantedaccording to the same Outside Director, all asa schedule determined by the Board atBoard, or under other terms and conditions determined by the timeBoard, and # how any Transferability Restrictions will be applied, modified or accelerated in the case of grant.the Outside Director’s death or total and permanent disability.

GrantTransferability Restrictions. During the Restricted Period, Restricted Share Units may not be sold, assigned, transferred or otherwise disposed of, or mortgaged, pledged or otherwise encumbered. Furthermore, an Outside Director’s right, if any, to receive cash or Stock upon termination of the Restricted Period may not be assigned or transferred except by will or by the laws of descent and distribution. With respect to each grant of Restricted Shares. TheShare Units, the Board shall determine the number of Restricted Shares to be included in the grant and the period or periods during which the Transferability Restrictions applicablewhich will apply to the Restricted Shares will be in force (the “Restricted Period”). The Restricted Period may be the sameShare Units for all Restricted Shares granted at a particular time to any one Outside Director or may be different with respect to different Outside Directors or with respect to variouspart of the Restricted Shares grantedPeriod. By way of illustration but not by way of limitation, the Board may provide # that the Outside Director will forfeit any Restricted Share Units unless he or she still serves as a Director of the Corporation at the end of the Restricted Period, # that the Outside Director will become vested in Restricted Share Units according to the same Outside Director, all asa schedule determined by the Board ator under other terms and conditions determined by the timeBoard, and # how any Transferability Restrictions will be applied, modified or accelerated in the case of grant.the Outside Director’s death or total and permanent disability.

GrantRestricted Share Units may be granted to Outside Directors as of the first day of a Restricted Shares.Period. The Board shall determine the number of Restricted SharesShare Units to be included in the grantgranted to each Outside Director and the period or periods during which the Transferability Restrictions applicable to the Restricted Shares will be in force (the “Restricted Period”). The Restricted Period mayshall be the same for all Restricted Shares granted at a particular time to any one Outside Director or may be different with respect to different Outside Directors or with respect to various of the Restricted Shares granted to the same Outside Director, all as determined by the Board at the time of grant.in its sole discretion.

GrantTransferability Restrictions. During the Restricted Period, Restricted Share Units may not be sold, assigned, transferred or otherwise disposed of, or mortgaged, pledged or otherwise encumbered. Furthermore, an Outside Director’s right, if any, to receive cash or Stock upon termination of the Restricted Period may not be assigned or transferred except by will or by the laws of descent and distribution. With respect to each grant of Restricted Shares. TheShare Units, the Board shall determine the number of Restricted Shares to be included in the grant and the period or periods during which the Transferability Restrictions applicablewhich will apply to the Restricted Shares will be in force (the “Restricted Period”). The Restricted Period may be the sameShare Units for all Restricted Shares granted at a particular time to any one Outside Director or may be different with respect to different Outside Directors or with respect to variouspart of the Restricted Shares grantedPeriod. By way of illustration but not by way of limitation, the Board may provide # that the Outside Director will forfeit any Restricted Share Units unless he or she still serves as a Director of the Corporation at the end of the Restricted Period, # that the Outside Director will become vested in Restricted Share Units according to the same Outside Director, all asa schedule determined by the Board ator under other terms and conditions determined by the timeBoard, and # how any Transferability Restrictions will be applied, modified or accelerated in the case of grant.the Outside Director’s death or total and permanent disability.