Nature of Restricted Stock Awards. The Administrator may grant Restricted Stock Awards under the Plan. A Restricted Stock Award is any Award of Restricted Stock subject to such restrictions and conditions as the Administrator may determine at the time of grant. Conditions may be based on continuing employment (or other Service Relationship) and/or achievement of pre-established performance goals and objectives.

Restricted Stock Awards. Subject to the terms and provisions of the Plan, the Board, at any time and from time to time, may grant Shares of Restricted Stock to Non-Employee Directors in such amounts as the Board shall determine. Notwithstanding the definition of “Participant” provided in [Article 2] above, upon receipt of a grant of Shares of Restricted Stock, a Non-Employee Director shall be considered a Participant in the Plan. Each grant of Shares of Restricted Stock to a Non-Employee Director shall be evidenced by an Award Agreement that shall specify the Period or Periods of Restriction, the number of Shares of Restricted Stock granted, and such other provisions as the Board shall determine.

Restricted Stock Awards. Each grant of Restricted Stock under the Plan shall be subject to an Agreement specifying the terms and conditions of the Award. Restricted Stock granted under the Plan shall consist of Shares that are restricted as to transfer, subject to forfeiture, and subject to such other terms and conditions as the Committee may specify. Such terms and conditions may provide, in the discretion of the Committee, for the lapse of such transfer restrictions or forfeiture provisions to be contingent upon the achievement of one or more specified Performance Goals

Restricted Stock Awards. The Committee is authorized to grant Restricted Stock Awards to any Eligible Person on the following terms and conditions:

Restricted Stock Awards. The Board in its discretion may grant Restricted Stock Awards, entitling the recipient to acquire, for a purchase price determined by the Board, shares of Common Stock subject to such restrictions and conditions as the Board may determine at the time of grant (“Restricted Stock”), including continued employment and/or achievement of pre-.established performance goals and objectives.

Restricted Stock Awards/Restricted Stock Units. Executive’s unvested Restricted Stock Awards (“RSAs”) and Restricted Stock Units (“RSUs”) under the Company’s Amended and Restated Equity Incentive Plan and the Company’s 2015 Omnibus Incentive Plan (collectively, the “Equity Incentive Plans”) shall continue to vest during the Transition Period. Pursuant to the terms of the Executive’s Restricted Stock Award Agreements and Restricted Stock Unit Award Agreements, Executive agrees that any RSAs and RSUs that have not vested on or prior to the end of the Transition Period are forfeited and cancelled. For avoidance of doubt, Executive shall not receive any additional RSAs or RSUs during the Transition Period.

Restricted Stock. Provided that the Executive remains employed with the Company on the day following the expiration of the six months Probationary Period as set forth in [Section 1] hereof, the Company shall grant to the Executive 50,000 Restricted Shares of the Company’s common stock under the Plan, pursuant to the terms and conditions of the Plan. The vesting of the Restricted Shares shall vest, subject to continued employment with the Company on the applicable vesting date, as follows: 15,000 immediately vested shares, 15,000 of the shares shall vest on the second anniversary of the Employment Commencement Date and the remainder shall vest on the third anniversary of the Employment Commencement Date.

Restricted Stock. A lump sum amount equal to the sum of # with respect to restricted shares and/or restricted share units granted to the Participant under any of the Equity Plans that were outstanding but not vested on the Relevant Date where such vesting of restricted shares and/or restricted share units was not determined by the attainment of performance goals, and which are forfeited as a result of the Participant's Separation from Service, an amount equal to the Fair Market Value of an equivalent number of shares of common stock of the Corporation (or such other equity security into which the restricted shares and/or restricted share units has been converted) on the date of Separation from Service, and # with respect to restricted shares and/or restricted share units granted to the Participant under any of the Equity Plans that were outstanding but not vested on the Relevant Date where such vesting of restricted shares and/or restricted share units was determined by the attainment of performance goals, and which are forfeited as a result of the Participant's Separation from Service, an amount equal to the Average PRSU Payout multiplied by the Fair Market Value of an equivalent number of shares of common stock of the Corporation (or such other equity security into which the restricted shares and/or restricted share units has been converted) based on the number of PRSU grants which are forfeited due to the Qualified Termination of Employment. The Participant will also be paid an amount equal to the equivalent of the amount of any dividends and other distributions which would have been paid on the number of shares of common stock of the Corporation (or such other equity security into which the restricted shares and/or restricted share units has been converted) determined based on the Average PRSU Payout determined under this section. The forfeited restricted shares and/or restricted share units determined by the attainment of performance goals according to a schedule determined by the Committee will not be paid. For purposes of this subsection # the Average PRSU Payout shall mean the three year average of the target percentage paid with respect to the restricted shares and/or restricted share units determined by the attainment of performance goals (the “PRSU’s”) awards paid to the Participant under the Equity Plans, or any successor or additional plan. The three year average of the PRSU’s paid to the Participant will be determined based on the higher of two target percentage averages computed during alternative three year periods consisting of either # the year in which the Relevant Date occurred (or, if the award is not yet paid as of the Relevant Date, for the preceding year) and the two preceding years or, # the year of the Qualified Termination of Employment (or, if the award is not yet paid as of the Qualified Termination of Employment, for the preceding year) and the two preceding years. If a Participant has been paid less than three years of PRSU’s the three year average of the PRSU’s paid to the Participant will be determined based on the average target percentage of the PRSU’s paid in prior years to the Participant under the Equity Plans, or any successor or additional plan. If a Participant has not received any prior payment of PRSU’s, the Average PRSU Payout under the Equity Plans, or any successor or additional plan, will be determined as follows:

Restricted Stock. In the event of a business combination or other transaction of the type detailed in [Section 15.1], any securities, cash or other property received in exchange for shares of Restricted Stock shall continue to be governed by the provisions of any Restricted Stock Agreement pursuant to which they were issued, including any provision regarding vesting, and such securities, cash, or other property may be held in escrow on such terms as the Board of Directors may direct, to insure compliance with the terms of any such Restricted Stock Agreement.

Restricted Stock. Company Stock awarded upon the terms and subject to the restrictions set forth in [Section 6].