Restrictions on Transfer of Shares

In addition, the shares shall be subject to the restrictions set forth in the applicable Award Agreement.

Restrictions on Issuance or Transfer of Shares of [[Company:Organization]]’s Common Stock.

Application of Limitation to Grants of Award. No Award may be granted if the number of Shares that would be counted against the Share limit in Section 4(a) hereof as a result of such an Award exceeds the number of Shares remaining available for Award under the Plan. The Committee may adopt reasonable counting procedures to ensure appropriate counting, avoid double counting (as, for example, in the case of tandem or substitute awards) and make adjustments if the number of Shares actually delivered differs from the number of Shares previously counted in connection with an Award.

the contrary, no Restricted Stock Award may be transferred to any financial institution without prior stockholder approval.

Issuance of Shares; Registration; Withholding Taxes. Restricted Shares shall be issued in Grantee's name, shall bear the restrictive legends as are required or deemed advisable by the Company under the provisions of any applicable law, and shall be held by the Company until all restrictions lapse or such shares are forfeited as provided herein. Upon the

any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options, stock ownership plans, including restricted stock plans, stock grants, directed share programs and other equity based plans customarily maintained by similar companies and the granting and performance of registration rights approved by the board of directors of any Restricted Subsidiary, as applicable,

Restrictions on Transfer of Award. This Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of by the Grantee, and any shares of Stock issuable with respect to the Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of until # the Restricted Stock Units have vested as provided in Paragraph 2 of this Agreement and # shares of Stock have been issued to the Grantee in accordance with the terms of the Plan and this Agreement.

"Restricted Shares").

Restricted Stock Award Agreement No. ​