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.

Grant of Restricted Stock Awards.Stock. Subject to the terms and provisions of the Plan, the Board,Committee, at any time and from time to time, may grant Sharesshares of Restricted Stock under the Plan to such Key Employees and Non-Employee Directors and in such amounts as the Boardit shall determine. NotwithstandingParticipants receiving Restricted Stock Awards are not required to pay the definitionCompany therefor (except for applicable tax withholding) other than the rendering 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 inservices. If determined by the Plan. Each grantCommittee, custody of Shares of Restricted Stock to a Non-Employee Director shallmay be evidencedretained by an Award Agreement that shall specifythe Company until the termination of the Period or Periods of Restriction, the number of Shares of Restricted Stock granted, and such other provisions as the Board shall determine.Restriction pertaining thereto.

Grant. Subject to the terms and provisionsconditions of the Plan, the Board,Restricted Stock may be awarded to Eligible Directors at any time and from time to time, may grant Sharestime as shall be determined by the Committee. The Committee shall determine the Eligible Directors to whom, and the time or times at which, grants of Restricted Stock will be made; the number of shares of Restricted Stock to Non-Employee Directors in such amounts asbe awarded to each Eligible Director; the Board shall determine. Notwithstandingprice (if any) to be paid by the definition of “Participant” provided in [Article 2] above,Participant (subject to [Section 6(b)]); the date or dates or conditions 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 ofwhich Restricted Stock to a Non-Employee Director shall be evidenced by an Award Agreement that shall specifyAwards will vest; the Periodperiod or Periods of Restriction, the number of Shares ofperiods within which such Restricted Stock granted,Awards may be subject to restrictions and forfeiture; and the other terms and conditions of such other provisions as the Board shall determine.Awards in addition to those set forth in [Sections 5 and 6(b)])].

Grant of Restricted Stock Awards.Shares. Subject to the terms and provisions of the Plan, the Board, at any time and from time to time, may grant Restricted Shares of Restricted Stock to Non-Employee Directorsany Eligible Director 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.

Grant of Restricted Stock Awards.Units. Subject to the terms and provisions of the Plan, the Board,Committee, at any time and from time to time, may grant Shares of Restricted Stock Units under the Plan (with one Unit representing one Share) to such Key Employees and Non-Employee Directors and in such amounts as the Boardit 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 ofParticipants receiving Restricted Stock Unit Awards are not required to a Non-Employee Director shall be evidenced by an Award Agreement that shall specifypay the Period or PeriodsCompany therefor (except for applicable tax withholding) other than the rendering of Restriction, the number of Shares ofservices. The Committee is expressly authorized to grant Restricted Stock granted, and such other provisionsUnits that are deferred compensation covered by Code Section 409A, as the Board shall determine.well as Restricted Stock Units that are not deferred compensation covered by Code Section 409A.

Grant of Restricted Stock Awards.Units. Subject to and consistent with the terms and provisions of the Plan,Plan and Code Sections 409A(a)(2), [(3) and (4)])], the Board, at any time and from time to time, may grant Shares of Restricted Stock Units to Non-Employee Directorsany Eligible Director, in such amountsamount and upon such terms as the Board shall determine. Notwithstanding the definition of “Participant” providedA Grantee shall have no voting rights 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.Units.