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Restricted Stock Agreement. The Committee may require, as a condition to receiving a Restricted Stock Award, that the Participant enter into a Restricted Stock Award Agreement, setting forth the terms and conditions of the Award. In lieu of a Restricted Stock Award Agreement, the Committee may provide the terms and conditions of an Award in a notice to the Participant of the Award, on the Stock certificate representing the Restricted Stock, in the resolution approving the Award, or in such other manner as it deems appropriate.

Restricted Stock Agreement. TheGrant. Whenever the Committee may require, as a conditiondeems it appropriate to receivinggrant a Restricted Stock Award, thatan Award Agreement shall be given to the Participant enter into astating the number of shares of Restricted Stock for which the Award Agreement, setting forthis granted, the Date of Grant, and the terms and conditions to which the Award is subject. Certificates representing the shares shall be issued (or an equivalent book-entry notation shall be made in the records of the Award. In lieuCompany’s transfer agent) in the name of athe Participant, subject to the restrictions imposed by the Plan and the Committee. Alternatively, the Committee may determine that the Restricted Stock shall be held by the Company rather than delivered to the Participant pending the release of the applicable restrictions. A Restricted Stock Award Agreement,may be made by the Committee may provide the terms and conditions of an Award in a notice to the Participant of the Award, on the Stock certificate representing the Restricted Stock, in the resolution approving the Award, or in such other manner as it deems appropriate.its discretion without cash consideration.

Grant of Restricted Stock Agreement.Awards. The Committee may require, as a condition to receiving amake grants of Restricted Stock Award, that the Participant enter into aand/or Restricted Stock Units to Participants. Each Restricted Award Agreement,shall be evidenced by an Award Agreement setting forth the number of shares of Restricted Stock or number of Restricted Stock Units granted and the terms and conditions ofto which the Award. In lieu of a Restricted Stock Award Agreement,is subject. Restricted Awards may be granted by the Committee may provide the terms and conditions of an Award in a notice to the Participant of the Award, on the Stock certificate representing the Restricted Stock, in the resolution approving the Award,its discretion with or in such other manner as it deems appropriate.without cash consideration.

Award Agreement. Each Award of Restricted Stock shall be evidenced by an Award Agreement. The CommitteeEach Award Agreement shall contain provisions regarding terms and conditions, in each case not inconsistent with this Plan, as may require, as a conditionbe determined from time to receiving atime by the Committee. Shares issued under an Award of Restricted Stock Award, thatmay be issued in the name of the Participant enter into a Restricted Stock Award Agreement, setting forthand held by the terms and conditions ofParticipant or held by the Award. In lieu of a Restricted Stock Award Agreement,Company, in each case as the Committee may provide the terms and conditions of an Award in a notice to the Participant of the Award, on the Stock certificate representing the Restricted Stock, in the resolution approving the Award, or in such other manner as it deems appropriate.provide.

Grant of Restricted Stock. Restricted Stock Agreement. The Committee may require,be granted to Participants in such number, and upon such terms, and at any time and from time to time as a condition to receiving ashall be determined by the Committee, in its sole discretion. Each grant of Restricted Stock Award, that the Participant enter into a Restricted Stock Award Agreement, setting forth the terms and conditions of the Award. In lieu of a Restricted Stock Award Agreement, the Committee may provide the terms and conditions ofshall be evidenced by an Award in a notice to the Participant of the Award, on the Stock certificate representing the Restricted Stock, in the resolution approving the Award, or in such other manner as it deems appropriate.Agreement.

7.2Restricted Stock Agreement. Each Award of Restricted Stock Agreement. The Committee may require, as a condition to receiving aand/or Restricted Stock Award,Units shall be evidenced by an Award Agreement that shall specify the Participant enter into aPeriod of Restriction, the number of Shares of Restricted Stock Award Agreement, setting forth(or the number of Restricted Stock Units) granted, and such other terms and conditions of the Award. In lieu of a Restricted Stock Award Agreement,as the Committee may provide theshall determine, including terms and conditionsregarding forfeiture of an Award in a notice to the Participant of the Award, on the Stock certificate representing the Restricted Stock,Awards in the resolution approvingevent of termination of employment by the Award, or in such other manner as it deems appropriate.Participant.

Restricted Stock Agreement. The Committee may require, as a condition to receiving a Restricted Stock Award, that the Participant enter into aSection # Restricted Stock Award Agreement. Each Award of Restricted Stock shall be evidenced by an Award Agreement, setting forthwhich shall specify the Period of Restriction, the number of Shares granted, and the terms and conditions of the Award. In lieu of aThe Committee may, in its discretion, set Performance Targets in an Award Agreement for Restricted Stock Award Agreement,that must be satisfied for the Committee may provide the terms and conditions of an Award in a notice to the Participantrestrictions on some or all of the Award, onShares to be released at the Stock certificate representingend of the Restricted Stock, in the resolution approving the Award, or in such other manner as it deems appropriate.Period of Restriction.

Restricted Stock Agreement.Awards Restricted Stock Awards shall consist of shares of Common Stock restricted against transfer (“Restricted Stock”) and subject to a substantial risk of forfeiture. The Committee may require, as a condition to receiving amay, in its sole discretion, grant Restricted Stock Award, thatat no cost to a Participant or it may establish a cost (the “Purchase Price”), which may be less than or equal to the Participant enter intoFair Market Value of a share of Common Stock on the date of grant, for each share of Restricted Stock granted to a Participant. The terms and conditions of each Restricted Stock Award Agreement, settinggranted under the Plan shall be specified by the Committee, in its sole discretion, and shall be set forth in a written agreement between the Company and the Participant in such form as the Committee shall approve from time to time or as may be reasonably required in view of the terms and conditions of the Award. In lieu of a Restricted Stock Award Agreement,approved by the Committee may providefrom time to time. The agreements shall contain in substance the following terms and conditions of an Award in a notice toand may contain such additional terms and conditions, not inconsistent with the Participantterms of the Award, onPlan, as the Stock certificate representing the Restricted Stock, in the resolution approving the Award, or in such other manner as it deems appropriate.Committee shall deem desirable.

Restricted Stock Agreement. The Committee may require, as a condition to receiving a Restricted Stock Award, that the Participant enter into aEach Restricted Stock Award Agreement, setting forthshall be evidenced by an Agreement that shall specify the terms and conditionsPeriod of Restriction, the Award. In lieunumber of a Restricted Stock Award Agreement,Shares granted, and, if applicable, any Performance Period and Performance Goal, and such other provisions as the Committee may provide the terms and conditions of an Award in a notice to the Participant of the Award, on the Stock certificate representing the Restricted Stock, in the resolution approving the Award, or in such other manner as it deems appropriate.shall determine.

Restricted Stock Agreement.Award Agreements. The Committee may require, as a condition to receiving a Restricted Stock Award, that the Participant enter into aterms of any Restricted Stock Award Agreement, setting forth the terms and conditions of the Award. In lieu of aor Restricted Stock Unit Award Agreement,granted under the Plan shall be set forth in a written Award Agreement which shall contain provisions determined by the Committee may provideand not inconsistent with the Plan. Such Award Agreement shall either comply with, or be exempt from, the requirements of Code Section 409A. The terms of Restricted Stock Awards and conditions of an Award in a noticeRestricted Stock Unit Awards need not be the same with respect to the Participant of the Award, on the Stock certificate representing the Restricted Stock, in the resolution approving the Award, or in such other manner as it deems appropriate.each Participant.

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