Vesting and Lapse of Restrictions. The grant, issuance, retention, vesting and/or settlement of Shares of Restricted Stock shall occur at such time and in such installments as determined by the Committee or under criteria established by the Committee. The Committee shall have the right to make the timing of the grant and/or the issuance, ability to retain, vesting and/or settlement of Shares of Restricted Stock subject to continued employment, passage of time and/or such performance criteria as deemed appropriate by the Committee; provided that except as set forth in this Plan, in no event shall the grant, issuance, retention, vesting and/or settlement of Shares under an Award of Restricted Stock that is based on performance criteria and the level of achievement versus such criteria be subject to a Performance Period of less than one year and no condition that is based solely upon continued employment or the passage of time shall provide for vesting or settlement of an Award of Restricted Stock less than one year from the date the Award is granted, in each case other than if accelerated as a result of or upon the death, disability or Retirement of the Participant or a Change in Control. Notwithstanding anything herein to the contrary, the limitations contained in the preceding sentence shall not apply to Restricted Stock that is granted in lieu of salary, cash bonus or other cash compensation or to Substitute Awards, in which case there may be no minimum Term, and for purposes of this limitation one year shall include a Director year from one annual shareholder meeting until the next annual shareholder meeting. In addition, notwithstanding anything herein to the contrary, the Committee may grant Awards of Restricted Stock, Stock Awards and Restricted Share Rights which vest prior to one year from the date of grant (“Shorter Vesting Awards”) as determined by the Committee and evidenced in an Award Agreement provided that the aggregate number of Shares underlying all such Shorter Vesting Awards granted on or after the Effective Date under the Plan shall not exceed 5% of the aggregate number of Shares set forth in Section 3, as adjusted pursuant to Section 22.

Lapse of Restrictions. If a participant who holds Restricted Share Units satisfies the restrictions and other conditions relating to the Restricted Share Units prior to the lapse or waiver of such restrictions and conditions, the Restricted Share Units shall be converted to, or replaced with, Shares which are free of all restrictions except for any restrictions pursuant to Article 14.

Lapse of Restrictions. Subject to the Grantee’s continuous employment or service with the Company or a Subsidiary from the Grant Date through the applicable vesting dates set forth in the Statement of Management Objectives, except as may otherwise be provided herein, the restrictions on transfer set forth in Section 2(b) shall lapse, and Additional Opportunity shall be settled, in accordance with the terms and conditions set forth in the Statement of Management Objectives. Upon the death of the Grantee, if the Grantee remained in continuous employment or service with the Company or a Subsidiary until the date of his or her death, all restrictions on transfer with respect to any then outstanding Restricted Shares shall lapse.

Lapse of Restrictions. All non-competition and non-solicitation restrictions imposed on you by this agreement will lapse if your employment is terminated by the Company for a reason other than Cause (as defined in your written Offer of Employment) or upon a written waiver provided by the CEO of the Company.

The restrictions described in Section 2(d)(ii) shall lapse with respect to the RSUs on the first anniversary of the date of this Award Agreement.

Restrictions, if any, upon Shares of Restricted Stock awarded hereunder shall lapse at such time or times and on such terms, conditions and satisfaction of performance criteria as the Committee (or, when applicable, the Board) may determine; provided, however, that the restrictions upon such Shares shall lapse only if the Grantee on the date of such lapse is then and has continuously been an employee of the Company or a Subsidiary (or a member of the Board) from the date the Award was granted, or unless the Committee sets a later date for the lapse of such restrictions.

Restrictions and Vesting. Subject to the terms and conditions set forth in this Award Notice, the Plan, and [Schedule A] attached hereto, and provided you are and have continuously been in the employment of the Company or any Subsidiary from the date of grant until the applicable vesting date, the Restricted Shares shall vest as of the earlier to occur of # the vesting of such Restricted Shares or a portion thereof as set forth on [Schedule A], and # your death or disability (as defined in [Section 22(e)] of Internal Revenue Code of 1986, as amended from time to time (the "Code")), as determined by the Company in its sole discretion.

Vesting and Restrictions. The Committee shall have complete authority and discretion to set the terms, conditions, restrictions, vesting schedules and other provisions of any option in the applicable Stock Option Agreement and shall have complete authority to require conditions and restrictions on any Stock issued pursuant to this Plan; provided, however, that, except with respect to options granted to officers or directors of the Corporation, options granted pursuant to this Plan shall be exercisable or “vest” at the rate of at least 20% per year over the 5-year period beginning on the date the option is granted. Options granted to officers and directors shall become exercisable or “vest,” subject to reasonable conditions, at any time during any period established by the Corporation.

Vesting of Award DSUs. The restrictions on the Award DSUs shall lapse (Award DSUs to which restrictions have lapsed being herein referred to as “Vested DSUs”) and such Award DSUs shall become non-forfeitable and 100% vested on the occurrence (if any) of the earliest of the dates set forth in [(a) through (d)] below (“Vesting Dates”):

Vesting of Award Restricted Stock. The restrictions on the Award Restricted Stock shall lapse (Award Restricted Stock with respect to which restrictions have lapsed being herein referred to as “Vested Shares”) and such Award Restricted Stock shall become non-forfeitable and 100% vested on the occurrence (if any) of the earliest of the dates set forth in [(a) through (d)] below (“Vesting Dates”):