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Stock Certificates. The Company will set up a book entry Restricted Shares account for the Recipient with the Company's transfer agent for the Restricted Shares as soon as practicable. The Company will distribute share certificates to the Recipient or, if applicable, his or her beneficiary, when the Restricted Stock becomes vested in accordance with Section 3 of this Agreement.

Stock Certificates. TheDelivery of Restricted Shares. As soon as practicable after the Grant Date, the Company will set upcause its transfer agent to either maintain a book entry account in your name reflecting the issuance of the Restricted Shares, or issue one or more stock certificates in your name evidencing the Restricted Shares. Any such stock certificate will be deposited with the Company or its designee, and bear an appropriate legend referring to the restricted nature of the Restricted Stock evidenced thereby. Any book-entry that reflects the issuance of such Restricted Shares account forwill be subject to stop transfer instructions as provided in Sections 9(b) and 9(c). Your right to receive this Restricted Stock Award is conditioned upon your execution and delivery to the Recipient withCompany of any instruments of assignment that may be necessary to permit transfer to the Company's transfer agent forCompany of all or a portion of the Restricted Shares as soon as practicable. The Company will distribute share certificates to the Recipient or, if applicable, hissuch Restricted Shares are forfeited in whole or her beneficiary, when the Restricted Stock becomes vested in accordance with Section 3 of this Agreement. part.

The Restricted Stock Certificates.shall be registered in the name of Grantee as of the respective Grant Date for such Shares of Restricted Stock. The Company will set upmay issue stock certificates or evidence Grantee’s interest by using a restricted book entry Restricted Shares account for the Recipient with the Company'Company’s transfer agent foragent. Physical possession or custody of any stock certificates that are issued shall be retained by the Company until such time as the Shares of Restricted Shares as soon as practicable.Stock are vested. The Company will distribute sharereserves the right to place a legend on such stock certificate(s) restricting the transferability of such certificates and referring to the Recipient or, if applicable, his or her beneficiary, when the Restricted Stock becomes vested in accordance with Section 3terms and conditions (including forfeiture) of this Agreement. Agreement and the Plan.

The Restricted Stock Certificates.shall be registered in Grantee's name as of the respective Grant Date for such Shares of Restricted Stock. The Company will set upmay issue stock certificates or evidence Grantee’s interest by using a restricted book entry Restricted Shares account for the Recipient with the Company'Company’s transfer agent foragent. Physical possession or custody of any stock certificates that are issued shall be retained by the RestrictedCompany until such time as the Shares as soon as practicable.are vested. The Company will distribute sharereserves the right to place a legend on such stock certificate(s) restricting the transferability of such certificates and referring to the Recipient or, if applicable, his or her beneficiary, when the Restricted Stock becomes vested in accordance with Section 3terms and conditions (including forfeiture) of this Agreement. Agreement and the Plan.

Manner In Which Shares Will Be Held. All shares of Restricted Stock Certificates. The Companyawarded to Participant hereunder shall be issued in book-entry form and held by the Company, or its designee, in such form, and as such, no stock certificates evidencing such shares will set up a book entrybe issued or held with respect to such Restricted Shares account forStock. Certain terms, conditions and restrictions applicable to such Restricted Stock will be noted in the Recipient withrecords of the Company'Company’s transfer agent forand in the Restricted Shares as soon as practicable. The Company will distribute share certificatesbook-entry system. At the Company’s discretion, and subject to the Recipient or, if applicable, his or her beneficiary, whenprovisions of this Paragraph 4, stock certificates evidencing the shares of Restricted Stock becomes vestedawarded under this Agreement may be issued and registered in accordance with Section 3the name of this Agreement. Participant. In such event, such certificates shall be delivered to and held in custody by the Company, or its designee, until the restrictions thereon shall have lapsed or any conditions to the vesting of such Award, or a portion thereof, have been satisfied, and such certificates shall bear an appropriate legend referring to the terms, conditions and restrictions applicable to such Award.

StockBook Entry; Certificates. The Company will set up ashall recognize the Participant’s ownership through uncertificated book entryentry. If elected by the Company, certificates evidencing the Shares may be issued by the Company and any such certificates shall be registered in the Participant’s name on the stock transfer books of the Company promptly after the date hereof, but shall remain in the physical custody of the Company or its designee at all times prior to the later of # the vesting of Restricted Shares accountpursuant to this Agreement and # the expiration of any transfer restrictions set forth in this Agreement or otherwise applicable to the Shares. As soon as practicable following such time, any certificates for the RecipientShares shall be delivered to the Participant or to the Participant’s legal guardian or representative along with the Company's transfer agentstock powers relating thereto. No certificates shall be issued for fractional Shares. To the extent required by the Company, the Participant shall deliver to the Company a stock power, duly endorsed in blank, relating to the Restricted Shares as soon as practicable. Thethat have not previously vested. However, the Company will distribute share certificatesshall not be liable to the Recipient or, if applicable, hisParticipant for damages relating to any delays in issuing the certificates (if any) to the Participant, any loss by the Participant of the certificates, or her beneficiary, whenany mistakes or errors in the Restricted Stock becomes vestedissuance of the certificates or in accordance with Section 3 of this Agreement. the certificates themselves.

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