Issuance and Restrictions. Restricted Stock shall be subject to such restrictions on transferability and other restrictions as the Administrator may impose (including, without limitation, limitations on the right to vote Restricted Stock or the right to receive dividends on the Restricted Stock). These restrictions may lapse separately or in combination at such times, pursuant to such circumstances, in such installments, or otherwise, as the Administrator determines at the time of the grant of the Award or thereafter.

Restrictions. All shares of Restricted Stock shall(including any shares received by Participants thereof with respect to shares of Restricted Stock as a result of stock dividends, stock splits or any other form of recapitalization) shall, in the terms of an applicable Program or the applicable Award Agreement, be subject to such restrictions on transferability and other restrictionsvesting requirements as the Administrator shall provide. Such restrictions may impose (including,include, without limitation, limitations on the right to vote Restricted Stock or the right to receive dividends on the Restricted Stock). Theserestrictions concerning voting rights and transferability and such restrictions may lapse separately or in combination at such times,times and pursuant to such circumstances, incircumstances or based on such installments,criteria as selected by the Administrator, including, without limitation, criteria based on the Participant's continued employment, directorship or otherwise, asconsultancy with the Company, the Performance Criteria, Company or Affiliate performance, individual performance or other criteria selected by the Administrator. By action taken after the Restricted Stock is issued, the Administrator determines atmay, on such terms and conditions as it may determine to be appropriate, accelerate the timevesting of such Restricted Stock by removing any or all of the grantrestrictions imposed by the terms of any Program or by the applicable Award Agreement. Restricted Stock may not be sold or thereafter.encumbered until all restrictions are terminated or expire.

Grant and Restrictions. Restricted Stock shall be subject to such restrictions on transferabilitytransferability, risk of forfeiture and other restrictionsrestrictions, if any, as the AdministratorCommittee may impose (including, without limitation, limitations on the right to vote Restricted Stock or the right to receive dividends on the Restricted Stock). Theseimpose, which restrictions may lapse separately or in combination at such times, pursuant tounder such circumstances,circumstances (including based on achievement of performance goals and/or future service requirements), in such installments,installments or otherwise, as the Administrator determinesCommittee may determine at the timedate of the grant of the Award or thereafter. During the restricted period applicable to the Restricted Stock, the Restricted Stock may not be sold, transferred, pledged, hypothecated, margined or otherwise encumbered by the Participant.

Grant and Restrictions. Restricted Stock Awards shall be subject to such restrictions on transferabilitytransferability, risk of forfeiture and other restrictionsrestrictions, if any, as the AdministratorCommittee may impose (including, without limitation, limitations onimpose, or as otherwise provided in this Plan during the right to voteRestriction Period. The terms of any Restricted Stock orAward granted under the right to receive dividends onPlan shall be set forth in a written Award Agreement which shall contain provisions determined by the Restricted Stock). TheseCommittee and not inconsistent with the Plan. The restrictions may lapse separately or in combination at such times, pursuant tounder such circumstances,circumstances (including based on achievement of performance goals and/or future service requirements), in such installments,installments or otherwise, as the Administrator determinesCommittee may determine at the timedate of grant or thereafter. Except to the extent restricted under the terms of the grantPlan and any Award Agreement relating to a Restricted Stock Award, a Participant granted Restricted Stock shall have all of the rights of a stockholder, including the right to vote the Restricted Stock and the right to receive dividends thereon (subject to any mandatory reinvestment or other requirement imposed by the Committee). During the period that the Restricted Stock Award is subject to a risk of forfeiture, subject to [Section 10(b)] below and except as otherwise provided in the Award Agreement, the Restricted Stock may not be sold, transferred, pledged, hypothecated, margined, or thereafter.otherwise encumbered by the Participant or Beneficiary.