Common use of Grant of Restricted Shares Clause in Contracts

Grant of Restricted Shares. Effective as of the Grant Date, the Company shall cause to be issued in the Executive’s name the following Shares as Restricted Shares: shares of the Company’s common stock, $.01 par value. The Company shall cause certificates evidencing the Restricted Shares, and any shares of Stock or rights to acquire shares of Stock distributed by the Company in respect of Restricted Shares during any Period of Restriction (the “Retained Distributions”), to be issued in the Executive’s name. During the Period of Restriction such certificates shall bear a restrictive legend to the effect that ownership of such Restricted Shares (and any Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Executive shall have the right to vote the Restricted Shares awarded to the Executive and to receive and retain all regular dividends paid in cash or property (other than Retained Distributions), and to exercise all other rights, powers and privileges of a holder of Shares, with respect to such Restricted Shares, with the exception that (a) the Executive shall not be entitled to delivery of the stock certificate or certificates representing such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Shares (and such Retained Distributions shall be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Distributions shall have been made, paid, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) the Executive may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Shares or any Retained Distributions during the Period of Restriction. Upon issuance the certificates shall be delivered to such depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Shares and any securities constituting Retained Distributions which shall be forfeited in accordance with the Plan and this Agreement. In accepting the award of Shares set forth in this Agreement the Executive accepts and agrees to be bound by all the terms and conditions of the Plan and this Agreement.

Grant of Restricted Shares. Effective as of the Grant Date, the Company shall cause to be issued in the ExecutiveAwardee’s name the following Shares as Restricted Shares: shares of the Company’s common stock, $.01 par value. The Company shall cause certificates evidencing the Restricted Shares, and any shares of Stock or rights Retained Distributions issued with respect to acquire shares of Stock distributed by the Company in respect of Restricted Shares during any Period of Restriction (the “Retained Distributions”)Shares, to be issued in the ExecutiveAwardee’s name. During the Restricted Period of Restriction such certificates shall bear a restrictive legend to the effect that ownership of such Restricted Shares (and any such Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Executive Awardee shall have the right to vote the Restricted Shares awarded to the Executive Awardee and to receive and retain all regular dividends paid in cash or property (other than Retained Distributions)dividends, and to exercise all other rights, powers and privileges of a holder of SharesCommon Stock, with respect to such Restricted Shares, with the exception that (a) the Executive Awardee shall not be entitled to delivery of the stock certificate or certificates representing such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Shares (and such Retained Distributions shall be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Distributions shall have been made, paid, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) the Executive Awardee may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Shares or any Retained Distributions during the Period of RestrictionRestricted Period. Upon issuance the certificates for the Restricted Shares shall be delivered to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Shares and any securities constituting Retained Distributions which shall be forfeited in accordance with the Plan and this Agreement. In accepting the award of Restricted Shares set forth in this Agreement the Executive Awardee accepts and agrees to be bound by all the terms and conditions of the Plan and this Agreement.

Grant of Restricted Shares. Effective as of the Grant Date, the Company shall cause to be issued in the ExecutiveDirector’s name the following Shares as Restricted Shares: shares of the Company’s common stock, $.01 par value. The Company shall cause certificates evidencing the Restricted Shares, and any shares of Stock or rights to acquire shares of Stock distributed by the Company in respect of Restricted Shares during any Period of Restriction (the “Retained Distributions”), to be issued in the ExecutiveDirector’s name. During the Period of Restriction such certificates shall bear a restrictive legend to the effect that ownership of such Restricted Shares (and any Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Executive Director shall have the right to vote the Restricted Shares awarded to the Executive Director and to receive and retain all regular dividends paid in cash or property (other than Retained Distributions), and to exercise all other rights, powers and privileges of a holder of Shares, with respect to such Restricted Shares, with the exception that (a) the Executive Director shall not be entitled to delivery of the stock certificate or certificates representing such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Shares (and such Retained Distributions shall be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Distributions shall have been made, paid, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) the Executive Director may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Shares or any Retained Distributions during the Period of Restriction. Upon issuance the certificates shall be delivered to such depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Shares and any securities constituting Retained Distributions which shall be forfeited in accordance with the Plan and this Agreement. In accepting the award of Shares set forth in this Agreement the Executive Director accepts and agrees to be bound by all the terms and conditions of the Plan and this Agreement.

Grant of Restricted Shares. Effective The Company hereby grants to the Participant, as of the Grant DateDate specified above, the Company number of Restricted Shares specified above, which Restricted Shares shall cause to be issued in the Executive’s Participant's name as of the following Shares Grant Date provided that the Participant has executed the appropriate blank stock power attached hereto as Exhibit A, an escrow agreement and any other documents required by the Committee as a condition to the issuance of such Restricted Shares: shares . If the Participant does not execute such documents by the Grant Date, this Award of Restricted Shares shall be null and void. The Restricted Shares issued hereunder shall be deposited together with the stock powers with the Company as escrow agent. Upon delivery of the Company’s common stockRestricted Shares to the Company as escrow agent, $.01 par value. The Company the Participant shall cause certificates evidencing have all of the rights of a stockholder with respect to the Restricted Shares, and any shares of Stock or rights to acquire shares of Stock distributed by the Company in respect of Restricted Shares during any Period of Restriction (the “Retained Distributions”), to be issued in the Executive’s name. During the Period of Restriction such certificates shall bear a restrictive legend to the effect that ownership of such Restricted Shares (and any Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Executive shall have including the right to vote the Restricted Shares awarded to the Executive and to receive and retain all regular dividends or other distributions paid in cash or property (other than Retained Distributions), and to exercise all other rights, powers and privileges of a holder of Shares, with respect to such Restricted Shares, with the exception that (a) the Executive shall not be entitled to delivery of the stock certificate or certificates representing such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Shares (and such Retained Distributions shall be subject according to the same restrictions, terms and conditions as are applicable to of Section 4. Upon vesting of any of the Restricted Shares) until such time, if ever, as the Restricted Shares Committee shall cause a stock certificate to be promptly delivered to the Participant with respect to such vested Restricted Shares, free of the restrictions set forth in Section 3. Notwithstanding the foregoing, the Committee may impose such additional restrictions as it may deem advisable, including, but not limited to, restrictions related to applicable federal securities laws, the requirements of any national securities exchange or system upon which such Retained Distributions shall have been made, paidShares are then listed or traded, or declared shall have become vested, and such Retained Distributions shall not bear interest any blue sky or be segregated in separate accounts and (c) the Executive may not sell, assign, transfer, pledge, exchange, encumber, or dispose state securities laws. If any of the Restricted Shares or any Retained Distributions during the Period of Restriction. Upon issuance the certificates shall be delivered to such depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Shares and any securities constituting Retained Distributions which shall be are forfeited in accordance with the Plan and terms of this Agreement, such Restricted Shares shall be deemed no longer outstanding and Participant shall forfeit any and all rights thereto. In accepting Except as otherwise provided by the award of Shares set forth Plan, the Participant agrees and understands that nothing contained in this Agreement provides, or is intended to provide, the Executive accepts and agrees to be bound by all the terms and conditions Participant with any protection against potential future dilution of the Participant's interest in the Company for any reason, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of the Restricted Shares, except as otherwise specifically provided for in the Plan and or this Agreement.

Grant of Restricted Shares. Effective as of the Grant Date, the Company shall cause to be issued in the ExecutiveEmployee’s name the following Shares as Restricted Shares: shares of the Company’s common stock, $.01 par value. The Company shall cause certificates evidencing the Restricted Shares, and any shares of Stock or rights Retained Distributions issued with respect to acquire shares of Stock distributed by the Company in respect of Restricted Shares during any Period of Restriction (the “Retained Distributions”)Shares, to be issued in the ExecutiveEmployee’s name. During the Restricted Period of Restriction such certificates shall bear a restrictive legend to the effect that ownership of such Restricted Shares (and any such Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Executive Employee shall have the right to vote the Restricted Shares awarded to the Executive Employee and to receive and retain all regular dividends paid in cash or property (other than Retained Distributions)dividends, and to exercise all other rights, powers and privileges of a holder of Shares, with respect to such Restricted Shares, with the exception that (a) the Executive Employee shall not be entitled to delivery of the stock certificate or certificates representing such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Shares (and such Retained Distributions shall be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Distributions shall have been made, paid, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) the Executive Employee may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Shares or any Retained Distributions during the Period of RestrictionRestricted Period. Upon issuance the certificates for the Restricted Shares shall be delivered to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Shares and any securities constituting Retained Distributions which shall be forfeited in accordance with the Plan and this Agreement. In accepting the award of Shares set forth in this Agreement the Executive Employee accepts and agrees to be bound by all the terms and conditions of the Plan and this Agreement.

Grant of Restricted Shares. Effective The Company hereby grants to the Participant, as of the Grant DateDate specified above, the Company number of Restricted Shares specified above, which Restricted Shares shall cause to be issued in the ExecutiveParticipant’s name as of the following Shares Grant Date provided that the Participant has executed the appropriate blank stock power attached hereto as Exhibit A, an escrow agreement and any other documents required by the Committee as a condition to the issuance of such Restricted Shares: shares . If the Participant does not execute such documents by the Grant Date, this Award of Restricted Shares shall be null and void. The Restricted Shares issued hereunder shall be deposited together with the stock powers with the Company as escrow agent. Upon delivery of the Company’s common stockRestricted Shares to the Company as escrow agent, $.01 par value. The Company the Participant shall cause certificates evidencing have all of the rights of a stockholder with respect to the Restricted Shares, and any shares of Stock or rights to acquire shares of Stock distributed by the Company in respect of Restricted Shares during any Period of Restriction (the “Retained Distributions”), to be issued in the Executive’s name. During the Period of Restriction such certificates shall bear a restrictive legend to the effect that ownership of such Restricted Shares (and any Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Executive shall have including the right to vote the Restricted Shares awarded to the Executive and to receive and retain all regular dividends or other distributions paid in cash or property (other than Retained Distributions), and to exercise all other rights, powers and privileges of a holder of Shares, with respect to such Restricted Shares, with the exception that (a) the Executive shall not be entitled to delivery of the stock certificate or certificates representing such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Shares (and such Retained Distributions shall be subject according to the same restrictions, terms and conditions as are applicable to of Section 4. Upon vesting of any of the Restricted Shares) until such time, if ever, as the Restricted Shares Committee shall cause a stock certificate to be promptly delivered to the Participant with respect to such vested Restricted Shares, free of the restrictions set forth in Section 3. Notwithstanding the foregoing, the Committee may impose such additional restrictions as it may deem advisable, including, but not limited to, restrictions related to applicable federal securities laws, the requirements of any national securities exchange or system upon which such Retained Distributions shall have been made, paidShares are then listed or traded, or declared shall have become vested, and such Retained Distributions shall not bear interest any blue sky or be segregated in separate accounts and (c) the Executive may not sell, assign, transfer, pledge, exchange, encumber, or dispose state securities laws. If any of the Restricted Shares or any Retained Distributions during the Period of Restriction. Upon issuance the certificates shall be delivered to such depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Shares and any securities constituting Retained Distributions which shall be are forfeited in accordance with the Plan and terms of this Agreement, such Restricted Shares shall be deemed no longer outstanding and Participant shall forfeit any and all rights thereto. In accepting Except as otherwise provided by the award of Shares set forth Plan, the Participant agrees and understands that nothing contained in this Agreement provides, or is intended to provide, the Executive accepts and agrees to be bound by all the terms and conditions Participant with any protection against potential future dilution of the Participant’s interest in the Company for any reason, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of the Restricted Shares, except as otherwise specifically provided for in the Plan and or this Agreement.

Grant of Restricted Shares. Effective as (a) Subject to the provisions of this Agreement and to the provisions of the Grant DatePlan, the Company shall cause hereby grants to be issued in the Executive’s name the following Shares as Restricted Shares: Grantee that number of shares of restricted Common Stock of the Company’s common stock, par value $.01 par valueper share, set forth on Annex I attached hereto (the "Restricted Shares"). The Restricted Shares shall be issued by the Company and registered in the name of the Grantee. They may be evidenced either by means of a certificate or through the entry of an uncertificated book position on the stock transfer books of the Company, at the Company's option. Certificates issued with respect to Restricted Shares shall cause certificates evidencing the Restricted Shares, and any shares of Stock or rights to acquire shares of Stock distributed be held by the Company in respect of Restricted Shares during any Period of Restriction (escrow under the “Retained Distributions”), to be issued in the Executive’s nameterms hereof. During the Period of Restriction such Such certificates shall bear a restrictive the legend to set forth in subsection (c) below or such other appropriate legend as the effect that ownership of such Restricted Shares (Committee shall determine, which legend shall be removed only if and any Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Executive shall have the right to vote when the Restricted Shares awarded to the Executive and to receive and retain all regular dividends paid in cash or property (other than Retained Distributions)vest as provided herein, and to exercise all other rights, powers and privileges of a holder of Shares, with respect to such Restricted Shares, with the exception that (a) the Executive shall not be entitled to delivery of the stock certificate or certificates representing such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Shares (and such Retained Distributions shall be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to at which such Retained Distributions shall have been made, paid, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) the Executive may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Shares or any Retained Distributions during the Period of Restriction. Upon issuance time the certificates shall be delivered to the Grantee. Uncertificated book positions shall be subject to such depository "stop transfer" or other appropriate restrictions in the stock transfer books of the Company as may be designated by the Committee shall determine. Upon the issuance of Restricted Shares hereunder, the Grantee shall be entitled to vote the Restricted Shares, and shall be entitled to receive, free of all restrictions, ordinary cash dividends and dividends in the form of shares thereon; provided, however, that dividends in respect of Restricted Shares as a depository for safekeeping to which vesting is conditioned upon the achievement of performance goals ("Performance-Based Awards") shall be accumulated and not paid out to the Grantee unless and until the Restricted Shares vest. Grantees of Restricted Shares that are not Performance-Based Awards shall not be required to return any such ordinary dividends to the Company in the event of forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together with stock powers Shares. The Grantee's right to receive any extraordinary dividends or other instruments of assignment, each endorsed in blank, which will permit transfer distributions with respect to Restricted Shares prior to their becoming nonforfeitable shall be at the Company of all or any portion sole discretion of the Restricted Shares Committee, but in the event of any such extraordinary event, the Committee shall take such action as is appropriate to preserve the value of, and any securities constituting Retained Distributions which shall be forfeited in accordance with prevent the Plan and this Agreement. In accepting the award of Shares set forth in this Agreement the Executive accepts and agrees to be bound by all the terms and conditions unintended enhancement of the Plan and this Agreementvalue of, the Restricted Shares.

Grant of Restricted Shares. Effective as of the Grant Date, the Company shall cause to be issued in the ExecutiveEmployee’s name in book entry form the following Shares as Restricted Shares: «Shares» shares of the Company’s common stock, $.01 par value. The Company shall also cause certificates evidencing the Restricted Shares, and any shares of Stock or rights to acquire shares of Stock distributed by the Company in respect of Restricted Shares during any Period of Restriction (the “Retained Distributions”), to be issued in the ExecutiveEmployee’s namename in book entry form. During the Period of Restriction such certificates book entry shall bear a restrictive legend refer to restrictions to the effect that ownership of such Restricted Shares (and any Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Executive Employee shall have the right to vote the Restricted Shares awarded to the Executive Employee and to receive and retain all regular dividends paid in cash or property (other than Retained Distributions), and to exercise all other rights, powers and privileges of a holder of Shares, with respect to such Restricted Shares, with the exception that (a) the Executive Employee shall not be entitled to delivery of the stock certificate or certificates representing such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Shares (and such Retained Distributions shall be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Distributions shall have been made, paid, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) the Executive Employee may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Shares or any Retained Distributions during the Period of Restriction. Upon issuance the certificates shall be delivered to such depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Shares and any securities constituting Retained Distributions which shall be forfeited in accordance with the Plan and this Agreement. In accepting the award of Shares set forth in this Agreement the Executive Employee accepts and agrees to be bound by all the terms and conditions of the Plan and this Agreement.

Grant of Restricted Shares. Effective as of the Grant Date, the Company shall cause to be issued in the Executive’s name the following Shares as Restricted Shares: ___shares of the Company’s common stock, $.01 par value. The Company shall cause certificates evidencing the Restricted Shares, and any shares of Stock or rights Retained Distributions issued with respect to acquire shares of Stock distributed by the Company in respect of Restricted Shares during any Period of Restriction (the “Retained Distributions”)Shares, to be issued in the Executive’s name. During the Restricted Period of Restriction such certificates shall bear a restrictive legend to the effect that ownership of such Restricted Shares (and any such Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Executive shall have the right to vote the Restricted Shares awarded to the Executive and to receive and retain all regular dividends paid in cash or property (other than Retained Distributions)dividends, and to exercise all other rights, powers and privileges of a holder of Shares, with respect to such Restricted Shares, with the exception that (a) the Executive shall not be entitled to delivery of the stock certificate or certificates representing such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Shares (and such Retained Distributions shall be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Distributions shall have been made, paid, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) the Executive may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Shares or any Retained Distributions during the Period of RestrictionRestricted Period. Upon issuance the certificates for the Restricted Shares shall be delivered to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Shares and any securities constituting Retained Distributions which shall be forfeited in accordance with the Plan and this Agreement. In accepting the award of Shares set forth in this Agreement the Executive accepts and agrees to be bound by all the terms and conditions of the Plan and this Agreement.

Grant of Restricted Shares. Effective as of the Grant Date, the Company shall cause to be issued grant date set forth in the Executive’s name the following Shares as Restricted Shares: shares of the Company’s common stock, $.01 par value. The Company shall cause certificates evidencing the Restricted Shares, and any shares of Stock or rights to acquire shares of Stock distributed by the Company in respect of Restricted Shares during any Period of Restriction Grant Notice (the “Retained DistributionsGrant Date”), to be issued in the Executive’s name. During the Period of Restriction such certificates shall bear a restrictive legend to the effect that ownership of such Restricted Shares (and any Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, terms and conditions provided set forth in the Plan and this Agreement. The Executive shall have , the right Committee has granted to vote the Holder, pursuant to the Grant Notice and the Plan, the number of Restricted Shares awarded to set forth in the Executive and to receive and retain all regular dividends paid in cash or property (other than Retained Distributions)Grant Notice, and to exercise all other rights, powers and privileges of a holder of Shares, with respect to such Restricted Shares, with the exception that (a) the Executive shall not be entitled to delivery of the stock certificate or certificates representing such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Shares (and such Retained Distributions shall be subject to the same restrictions, terms and conditions set forth in the Grant Notice, this Agreement and the Plan. For the period during which such restrictions are in effect, the Common Shares subject to such restrictions shall be referred to herein as the “Restricted Shares.” The Restricted Shares shall, in the discretion of the Committee, either be evidenced by a certificate or by means of electronic, book-entry statement held in the name of the Company as nominee for the Holder in the records of the Company’s stock transfer agent and branch registrar, pursuant to which the Holder shall have voting rights and such rights to dividends as are described in Section 2 below. Any certificate or book entry (as applicable) shall be noted appropriately to record the restrictions on the Restricted Shares imposed hereby. Upon the lapse of such restrictions without forfeiture as described in Section 2(c) below, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Holder is a party) in the name of the Holder in exchange for the certificate evidencing the Restricted Shares) until such time, if everor, as the Restricted Shares with respect to which such Retained Distributions shall have been made, paid, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) the Executive may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Shares or any Retained Distributions during the Period of Restriction. Upon issuance the certificates shall be delivered to such depository as may be designated the case, the Company shall issue appropriate instructions to the transfer agent if the electronic, book-entry method is utilized. In any event, the Company, in its discretion, may cause the delivery of the shares in certificated or electronic form to a brokerage account established for the Holder’s account at a brokerage or financial institution selected by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Shares and any securities constituting Retained Distributions which shall be forfeited in accordance with the Plan and this Agreement. In accepting the award of Shares set forth in this Agreement the Executive accepts and agrees to be bound by all the terms and conditions of the Plan and this AgreementCompany.

Grant of Restricted Shares. Effective as of the Grant Date, the Company shall cause to be issued in the Executive’s name the following Target Shares as Restricted Shares: shares of the Company’s common stock, $.01 par value. The Company shall cause certificates electronic book entries evidencing the Restricted Shares, and any shares of the Stock or rights to acquire shares of the Stock distributed by the Company in respect of Restricted Shares during any Period of Restriction (the “Retained Stock Distributions”), to be issued in the Executive’s name. During the Period of Restriction such certificates electronic book entries shall bear contain a restrictive legend notation to the effect that ownership of such Restricted Shares (and any Retained Stock Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The During the Period of Restriction any regular dividends paid in cash or property (other than Retained Stock Distributions) with respect to the Restricted Shares and Retained Stock Distributions (the “Retained Cash Distributions”) shall not be paid to Executive but instead shall be accumulated by the Company until the date the Restricted Shares and Retained Stock Distributions with respect to which such Retained Cash Distributions shall have been made, paid, or declared shall have become vested and then on that date such Retained Cash Distributions shall be paid to Executive. Executive shall have the right to vote the Restricted Shares awarded to the Executive and to receive and retain all regular dividends paid in cash or property (other than Retained Distributions), and to exercise all other rights, powers and privileges of a holder of the Shares, with respect to such Restricted Shares, with the exception that (a) the Executive shall not be entitled to delivery of the stock certificate or certificates representing such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all Retained Stock Distributions made or declared with respect to the Restricted Shares and Retained Cash Distributions made or declared with respect to the Restricted Shares and the Retained Stock Distributions (and such Retained Stock Distributions and Retained Cash Distributions shall be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Stock Distributions and Restricted Cash Distributions shall have been made, paid, or declared shall have become vested, and such Retained Stock Distributions and Retained Cash Distributions shall not bear interest or be segregated in separate accounts and (c) the Executive may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Shares or any Retained Stock Distributions or any Restricted Cash Distributions during the Period of Restriction. Upon issuance the certificates book entry representing the Restricted Shares shall be delivered to such depository as may be designated by the Compensation Committee of the Board (the “Committee”) as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Shares and any securities constituting Retained Stock Distributions which shall be forfeited in accordance with the Plan and this Agreement. In accepting the award of the Shares set forth in this Agreement the Executive accepts and agrees to be bound by all the terms and conditions of the Plan and this Agreement.

Grant of Restricted Shares. Effective as of the Grant Date, the Company shall cause to be issued in the ExecutiveEmployee’s name the following Shares as Restricted Shares: shares of the Company’s common stock, $.01 par value. The Company shall cause certificates electronic book entries evidencing the Restricted Shares, and any shares of the Stock or rights to acquire shares of the Stock distributed by the Company in respect of Restricted Shares during any Period of Restriction (the “Retained Stock Distributions”), to be issued in the ExecutiveEmployee’s name. During the Period of Restriction such certificates electronic book entries shall bear contain a restrictive legend notation to the effect that ownership of such Restricted Shares (and any Retained Stock Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Executive During the Period of Restriction any regular dividends paid in cash or property (other than Retained Stock Distributions) with respect to the Restricted Shares and Retained Stock Distributions (the “Retained Cash Distributions”) shall not be paid to Employee but instead shall be accumulated by the Company until the date the Forfeiture Restrictions applicable to the Restricted Shares and Retained Stock Distributions with respect to which such Retained Cash Distributions shall have been made, paid, or declared shall have become vested and then on that date such Retained Cash Distributions shall be paid to Employee. Employee shall have the right to vote the Restricted Shares awarded to the Executive and to receive and retain all regular dividends paid in cash or property (other than Retained Distributions), Employee and to exercise all other rights, powers and privileges of a holder of the Shares, with respect to such Restricted Shares, with the exception that (a) the Executive Employee shall not be entitled to delivery of the stock certificate or certificates representing such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all Retained Stock Distributions made or declared with respect to the Restricted Shares and Retained Cash Distributions made or declared with respect to the Restricted Shares and the Retained Stock Distributions (and such Retained Stock Distributions and Retained Cash Distributions shall be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Stock Distributions and Restricted Cash Distributions shall have been made, paid, or declared shall have become vested, and such Retained Stock Distributions and Retained Cash Distributions shall not bear interest or be segregated in separate accounts and (c) the Executive Employee may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Shares or any Retained Stock Distributions or any Restricted Cash Distributions during the Period of Restriction. Upon issuance the certificates book entry representing the Restricted Shares shall be delivered to such depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Shares and any securities constituting Retained Stock Distributions which shall be forfeited in accordance with the Plan and this Agreement. In accepting the award of the Shares set forth in this Agreement the Executive Employee accepts and agrees to be bound by all the terms and conditions of the Plan and this Agreement.

Grant of Restricted Shares. Effective as of the Grant Date, the Company shall cause to be issued in the ExecutiveRecipient’s name the following Shares as Restricted Shares: _______________ shares of the Company’s common stock, $.01 par valuevalue per share. The Company shall cause the Restricted Shares to be registered on the applicable stock transfer records in the Recipient’s name or shall cause certificates evidencing the Restricted Shares, and any shares of Stock or rights to acquire shares of Stock distributed by the Company in respect of Restricted Shares during any Period of Restriction (the “Retained Distributions”), to be issued in the ExecutiveRecipient’s name. During the Period of Restriction such certificates shall bear a restrictive legend to the effect that ownership of such Restricted Shares (and any Retained Distributions), and the enjoyment of all rights appurtenant theretoand, are subject to the restrictions, terms, Forfeiture Restrictions and other terms and conditions provided in the Plan and of this Agreement. The Executive , the Recipient shall have all the right to vote the Restricted Shares awarded to the Executive and to receive and retain all regular dividends paid in cash or property (other than Retained Distributions), and to exercise all other rights, powers and privileges rights of a holder of Shares, stockholder with respect to such Restricted Shares, with including the exception that (a) the Executive shall not be entitled right to delivery of the stock certificate or certificates representing vote such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expiredShares. Regular, (b) the Company shall retain custody of all Retained Distributions made or declared ordinary dividends paid with respect to the Restricted Shares (and such Retained Distributions in cash shall be subject paid to the same restrictionsRecipient currently. All other dividends and distributions, terms whether paid in cash, equity securities in the Company, rights to acquire equity securities in the Company or any other property shall be added to and conditions as are applicable to become a part of the Restricted Shares) until , unless the Committee, in its sole discretion, determines that such time, if ever, as other dividends or distributions shall be paid to the Recipient currently. If certificates evidencing the Restricted Shares with respect to which such Retained Distributions shall have been madeare issued, paidupon issuance, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) the Executive may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Shares or any Retained Distributions during the Period of Restriction. Upon issuance the certificates shall be delivered to the Secretary of the Company or to such other depository as may be designated by the Committee under the Plan as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapselapse and the withholding provisions of Section 7 have been satisfied. Effective as of the Grant Date, together with the Recipient shall deliver to the Company all stock powers or other instruments of assignmentpowers, each endorsed in blank, which will permit transfer relating to the Company of all or any portion of the Restricted Shares and any securities constituting Retained Distributions which shall be forfeited in accordance with the Plan and this AgreementShares. In accepting the this award of Restricted Shares set forth in this Agreement the Executive Recipient accepts and agrees to be bound by all the terms and conditions of the Plan and this AgreementPlan.

Grant of Restricted Shares. Effective as of the Grant Date, the Company shall cause to be issued in the Executive’s Director's name the following Shares as Restricted Shares: shares of the Company’s 's common stock, $.01 par value. The Company shall cause certificates evidencing the Restricted Shares, and any shares of Stock or rights Retained Distributions issued with respect to acquire shares of Stock distributed by the Company in respect of Restricted Shares during any Period of Restriction (the “Retained Distributions”)Shares, to be issued in the Executive’s Director's name. During the Restricted Period of Restriction such certificates shall bear a restrictive legend to the effect that ownership of such Restricted Shares (and any such Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Executive Director shall have the right to vote the Restricted Shares awarded to the Executive Director and to receive and retain all regular dividends paid in cash or property (other than Retained Distributions)dividends, and to exercise all other rights, powers and privileges of a holder of Shares, with respect to such Restricted Shares, with the exception that (a) the Executive Director shall not be entitled to delivery of the stock certificate or certificates representing such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Shares (and such Retained Distributions shall be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Distributions shall have been made, paid, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) the Executive Director may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Shares or any Retained Distributions during the Period of RestrictionRestricted Period. Upon issuance the certificates for the Restricted Shares shall be delivered to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Shares and any securities constituting Retained Distributions which shall be forfeited in accordance with the Plan and this Agreement. In accepting the award of Shares set forth in this Agreement the Executive Director accepts and agrees to be bound by all the terms and conditions of the Plan and this Agreement.

Grant of Restricted Shares. Effective as of the Grant Date, the Company shall cause to be issued in the Executive’s Participant's name the following Shares as Restricted Shares: [_________] shares of the Company’s 's common stock, $.01 ____ par value, as Restricted Shares. The Company shall cause certificates or electronic book entries evidencing the Restricted Shares, and any shares of Stock or rights to acquire shares of Stock distributed by the Company in respect of Restricted Shares during any Period of Restriction (the “"Retained Distributions”"), to be issued in the Executive’s Participant's name. During the Period of Restriction such electronic book entries and certificates shall bear a restrictive legend to the effect that ownership of such Restricted Shares (and any Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Executive Participant shall have the right to vote the Restricted Shares awarded to the Executive Participant and to receive and retain all regular dividends paid in cash or property (other than Retained Distributions), and to exercise all other rights, powers and privileges of a holder of Sharesshares of the Stock, with respect to such Restricted Shares, with the exception that (a) the Executive Participant shall not be entitled to delivery of the stock certificate or certificates or electronic book entries representing such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Shares (and such Retained Distributions shall be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Distributions shall have been made, paid, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) the Executive Participant may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Shares or any Retained Distributions during the Period of Restriction. Upon issuance the any certificates shall be delivered to such depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Shares and any securities constituting Retained Distributions which shall be forfeited in accordance with the Plan and this Agreement. In accepting the award of Shares set forth in this Agreement the Executive Participant accepts and agrees to be bound by all the terms and conditions of the Plan and this Agreement.

Grant of Restricted Shares. Effective as (a) Subject to the provisions of this Agreement and to the provisions of the Grant DatePlan, the Company shall cause hereby grants to be issued in the Executive’s name the following Shares as Restricted Shares: Employee that number of shares of restricted Common Stock of the Company’s common stock, par value $.01 par valueper share, set forth on Annex I attached hereto (the "Restricted Shares"). The Restricted Shares shall be issued by the Company and registered in the name of the Employee. They may be evidenced either by means of a certificate or through the entry of an uncertificated book position on the stock transfer books of the Company, at the Company's option. Certificates issued with respect to Restricted Shares shall cause certificates evidencing the Restricted Shares, and any shares of Stock or rights to acquire shares of Stock distributed be held by the Company in respect of Restricted Shares during any Period of Restriction (escrow under the “Retained Distributions”), to be issued in the Executive’s nameterms hereof. During the Period of Restriction such Such certificates shall bear a restrictive the legend to set forth in subsection (c) below or such other appropriate legend as the effect that ownership of such Restricted Shares (Committee shall determine, which legend shall be removed only if and any Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Executive shall have the right to vote when the Restricted Shares awarded to the Executive and to receive and retain all regular dividends paid in cash or property (other than Retained Distributions)vest as provided herein, and to exercise all other rights, powers and privileges of a holder of Shares, with respect to such Restricted Shares, with the exception that (a) the Executive shall not be entitled to delivery of the stock certificate or certificates representing such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Shares (and such Retained Distributions shall be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to at which such Retained Distributions shall have been made, paid, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) the Executive may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Shares or any Retained Distributions during the Period of Restriction. Upon issuance time the certificates shall be delivered to the Employee. Uncertificated book positions shall be subject to such depository "stop transfer" or other appropriate restrictions in the stock transfer books of the Company as may be designated by the Committee shall determine. Upon the issuance of Restricted Shares hereunder, the Employee shall be entitled to vote the Restricted Shares, and shall be entitled to receive, free of all restrictions, ordinary cash dividends and dividends in the form of shares thereon; provided, however, that dividends in respect of Restricted Shares as to which vesting is conditioned upon the achievement of performance goals ("Performance-Based Awards") shall be accumulated and not paid out to the Employee unless and until the Restricted Shares vest as a depository for safekeeping until result of achievement of such performance goals. Grantees of Restricted Shares that are not Performance-Based Awards shall not be required to return any such ordinary dividends to the Company in the event of forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together with stock powers Shares. The Employee's right to receive any extraordinary dividends or other instruments of assignment, each endorsed in blank, which will permit transfer distributions with respect to Restricted Shares prior to their becoming nonforfeitable shall be at the Company of all or any portion sole discretion of the Restricted Shares Committee, but in the event of any such extraordinary event, the Committee shall take such action as is appropriate to preserve the value of, and any securities constituting Retained Distributions which shall be forfeited in accordance with prevent the Plan and this Agreement. In accepting the award of Shares set forth in this Agreement the Executive accepts and agrees to be bound by all the terms and conditions unintended enhancement of the Plan and this Agreementvalue of, the Restricted Shares.

Grant of Restricted Shares. Effective as (a) Subject to the provisions of this Agreement and to the provisions of the Grant DatePlan, the Company shall cause hereby grants to be issued in the Executive’s name the following Shares as Restricted Shares: Employee that number of shares of restricted Common Stock of the Company’s common stock, par value $.01 par valueper share, set forth on Annex I attached hereto (the "Restricted Shares"). The Company shall cause Subject to Section 3, certificates evidencing the Restricted SharesShares shall be issued by the Company and registered in the name of the Employee on the stock transfer books of the Company. However, and any shares of Stock or rights certificates issued with respect to acquire shares of Stock distributed Restricted Shares shall be held by the Company in respect of Restricted Shares during any Period of Restriction (escrow under the “Retained Distributions”), to be issued in the Executive’s nameterms hereof. During the Period of Restriction such Such certificates shall bear a restrictive the legend to set forth in subsection (c) below or such other appropriate legend as the effect that ownership of such Restricted Shares (Committee shall determine, which legend shall be removed only if and any Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Executive shall have the right to vote when the Restricted Shares awarded to the Executive and to receive and retain all regular dividends paid in cash or property (other than Retained Distributions)vest as provided herein, and to exercise all other rights, powers and privileges of a holder of Shares, with respect to such Restricted Shares, with the exception that (a) the Executive shall not be entitled to delivery of the stock certificate or certificates representing such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Shares (and such Retained Distributions shall be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to at which such Retained Distributions shall have been made, paid, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) the Executive may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Shares or any Retained Distributions during the Period of Restriction. Upon issuance time the certificates shall be delivered to the Employee. Upon the issuance of Restricted Shares hereunder, the Employee shall be entitled to vote the Restricted Shares, and shall be entitled to receive, free of all restrictions, ordinary cash dividends and dividends in the form of shares thereon. The Employee will not be required to return any such depository as may be designated by ordinary dividends to the Committee as a depository for safekeeping until Company in the event of forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together with stock powers Shares. The Employee's right to receive any extraordinary dividends or other instruments of assignment, each endorsed in blank, which will permit transfer distributions with respect to Restricted Shares prior to their becoming nonforfeitable shall be at the Company of all or any portion sole discretion of the Restricted Shares Committee, but in the event of any such extraordinary event, the Committee shall take such action as is appropriate to preserve the value of, and any securities constituting Retained Distributions which shall be forfeited in accordance with prevent the Plan and this Agreement. In accepting the award of Shares set forth in this Agreement the Executive accepts and agrees to be bound by all the terms and conditions unintended enhancement of the Plan and this Agreementvalue of, the Restricted Shares.

Grant of Restricted Shares. Effective as of the Grant Date, the Company shall cause to be issued in the ExecutiveDirector’s name the following Shares as Restricted Shares: _____ shares of the Company’s common stock, $.01 par valueStock. The Company shall cause certificates evidencing the Restricted Shares, and any shares of Stock or rights to acquire shares of Stock distributed by the Company in respect of Restricted Shares during any Period of Restriction (the “Retained Distributions”), to be issued in the ExecutiveDirector’s name. During the Period of Restriction such certificates shall bear a restrictive Director Agreement legend to the effect that ownership of such Restricted Shares (and any Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Executive Director shall have the right to vote the Restricted Shares awarded to the Executive Director and to receive and retain all regular dividends paid in cash or property (other than Retained Distributions), and to exercise all other rights, powers and privileges of a holder of SharesStock, with respect to such Restricted Shares, with the exception that (a) the Executive Director shall not be entitled to delivery of the stock certificate or certificates representing such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Shares (and such Retained Distributions shall be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Distributions shall have been made, paid, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) the Executive Director may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Shares or any Retained Distributions during the Period of Restriction. Upon issuance the certificates shall be delivered to such depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Shares and any securities constituting Retained Distributions which shall be forfeited in accordance with the Plan and this Agreement. In accepting the award of the Shares set forth in this Agreement the Executive Director accepts and agrees to be bound by all the terms and conditions of the Plan and this Agreement.

Grant of Restricted Shares. Effective as of the Grant Date, the Company shall cause to be issued in the ExecutiveParticipant’s name the following Shares as Restricted Shares: [_________] shares of the Company’s common stock, $.01 1.00 par value, as Restricted Shares. The Company shall cause certificates or electronic book entries evidencing the Restricted Shares, and any shares of Stock or rights to acquire shares of Stock distributed by the Company in respect of Restricted Shares during any Period of Restriction (the “Retained Distributions”), to be issued in the ExecutiveParticipant’s name. During the Period of Restriction such electronic book entries and certificates shall bear a restrictive legend to the effect that ownership of such Restricted Shares (and any Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Executive Participant shall have the right to vote the Restricted Shares awarded to the Executive Participant and to receive and retain all regular dividends paid in cash or property (other than Retained Distributions), and to exercise all other rights, powers and privileges of a holder of Sharesshares of the Stock, with respect to such Restricted Shares, with the exception that (a) the Executive Participant shall not be entitled to delivery of the stock certificate or certificates or electronic book entries representing such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Shares (and such Retained Distributions shall be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Distributions shall have been made, paid, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) the Executive Participant may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Shares or any Retained Distributions during the Period of Restriction. Upon issuance the any certificates shall be delivered to such depository as may be designated by the Compensation Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Shares and any securities constituting Retained Distributions which shall be forfeited in accordance with the Plan and this Agreement. In accepting the award of Shares set forth in this Agreement the Executive Participant accepts and agrees to be bound by all the terms and conditions of the Plan and this Agreement.

Grant of Restricted Shares. Effective as of the Grant Date, the Company shall cause to be issued in the ExecutiveEmployee’s name the following Shares as Restricted Shares: shares of the Company’s common stock, $.01 par value. The Company shall cause certificates evidencing the Restricted Shares, and any shares of the Stock or rights to acquire shares of the Stock distributed by the Company in respect of Restricted Shares during any Period of Restriction (the “Retained Stock Distributions”), to be issued in the ExecutiveEmployee’s name. During the Period of Restriction such certificates shall bear a restrictive legend to the effect that ownership of such Restricted Shares (and any Retained Stock Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Executive During the Period of Restriction Employee shall not be entitled to receive any regular dividends paid in cash or property (other than Retained Stock Distributions) with respect to the Restricted Shares and Retained Stock Distributions (the “Retained Cash Distributions”) and the Company shall accumulate and retain all Retained Cash Distributions until the Forfeiture Restrictions applicable to the Restricted Shares and Retained Stock Distributions with respect to which such Retained Cash Distributions shall have been made, paid, or declared shall have become vested. Employee shall have the right to vote the Restricted Shares awarded to the Executive and to receive and retain all regular dividends paid in cash or property (other than Retained Distributions), Employee and to exercise all other rights, powers and privileges of a holder of the Shares, with respect to such Restricted Shares, with the exception that (a) the Executive Employee shall not be entitled to delivery of the stock certificate or certificates representing such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all Retained Stock Distributions made or declared with respect to the Restricted Shares and Retained Cash Distributions made or declared with respect to the Restricted Shares and the Retained Stock Distributions (and such Retained Stock Distributions and Retained Cash Distributions shall be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Stock Distributions and Restricted Cash Distributions shall have been made, paid, or declared shall have become vested, and such Retained Stock Distributions and Restricted Cash Distributions shall not bear interest or be segregated in separate accounts and (c) the Executive Employee may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Shares or any Retained Stock Distributions and Restricted Cash Distributions during the Period of Restriction. Upon issuance the certificates shall be delivered to such depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Shares and any securities constituting Retained Stock Distributions which shall be forfeited in accordance with the Plan and this Agreement. In accepting the award of the Shares set forth in this Agreement the Executive Employee accepts and agrees to be bound by all the terms and conditions of the Plan and this Agreement.

Grant of Restricted Shares. Effective as (a) Subject to the provisions of this Agreement and to the provisions of the Grant DatePlan, the Company shall cause hereby grants to be issued in the Executive’s name the following Shares as Restricted Shares: Employee that number of shares of restricted Common Stock of the Company’s common stock, par value $.01 par valueper share, set forth on Annex I attached hereto (the "Restricted Shares"). The Restricted Shares shall be issued by the Company and registered in the name of the Employee. They may be evidenced either by means of a certificate or through the entry of an uncertificated book position on the stock transfer books of the Company, at the Company's option. Certificates issued with respect to Restricted Shares shall cause certificates evidencing the Restricted Shares, and any shares of Stock or rights to acquire shares of Stock distributed be held by the Company in respect of Restricted Shares during any Period of Restriction (escrow under the “Retained Distributions”), to be issued in the Executive’s nameterms hereof. During the Period of Restriction such Such certificates shall bear a restrictive the legend to set forth in subsection (c) below or such other appropriate legend as the effect that ownership of such Restricted Shares (Committee shall determine, which legend shall be removed only if and any Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Executive shall have the right to vote when the Restricted Shares awarded to the Executive and to receive and retain all regular dividends paid in cash or property (other than Retained Distributions)vest as provided herein, and to exercise all other rights, powers and privileges of a holder of Shares, with respect to such Restricted Shares, with the exception that (a) the Executive shall not be entitled to delivery of the stock certificate or certificates representing such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Shares (and such Retained Distributions shall be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to at which such Retained Distributions shall have been made, paid, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) the Executive may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Shares or any Retained Distributions during the Period of Restriction. Upon issuance time the certificates shall be delivered to the Employee. Uncertificated book positions shall be subject to such depository "stop transfer" or other appropriate restrictions in the stock transfer books of the Company as may be designated by the Committee shall determine. Upon the issuance of Restricted Shares hereunder, the Employee shall be entitled to vote the Restricted Shares, and shall be entitled to receive, free of all restrictions, ordinary cash dividends and dividends in the form of shares thereon; provided, however, that dividends in respect of Restricted Shares as a depository for safekeeping to which vesting is conditioned upon the achievement of performance goals ("Performance-Based Awards") shall be accumulated and not paid out to the Employee unless and until the Restricted Shares vest. Grantees of Restricted Shares that are not Performance-Based Awards shall not be required to return any such ordinary dividends to the Company in the event of forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together with stock powers Shares. The Employee's right to receive any extraordinary dividends or other instruments of assignment, each endorsed in blank, which will permit transfer distributions with respect to Restricted Shares prior to their becoming nonforfeitable shall be at the Company of all or any portion sole discretion of the Restricted Shares Committee, but in the event of any such extraordinary event, the Committee shall take such action as is appropriate to preserve the value of, and any securities constituting Retained Distributions which shall be forfeited in accordance with prevent the Plan and this Agreement. In accepting the award of Shares set forth in this Agreement the Executive accepts and agrees to be bound by all the terms and conditions unintended enhancement of the Plan and this Agreementvalue of, the Restricted Shares.

Grant of Restricted Shares. Effective as of the Grant Date, the Company shall cause to be issued in the ExecutiveAwardee’s name the following Shares as Restricted Shares: «Shares» shares of the Company’s common stock, $.01 par value. The Company shall cause certificates evidencing the Restricted Shares, and any shares of Stock or rights Retained Distributions issued with respect to acquire shares of Stock distributed by the Company in respect of Restricted Shares during any Period of Restriction (the “Retained Distributions”)Shares, to be issued in the ExecutiveAwardee’s name. During the Restricted Period of Restriction such certificates shall bear a restrictive legend to the effect that ownership of such Restricted Shares (and any such Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Executive Awardee shall have the right to vote the Restricted Shares awarded to the Executive Awardee and to receive and retain all regular dividends paid in cash or property (other than Retained Distributions)dividends, and to exercise all other rights, powers and privileges of a holder of SharesCommon Stock, with respect to such Restricted Shares, with the exception that (a) the Executive Awardee shall not be entitled to delivery of the stock certificate or certificates representing such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Shares (and such Retained Distributions shall be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Distributions shall have been made, paid, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) the Executive Awardee may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Shares or any Retained Distributions during the Period of RestrictionRestricted Period. Upon issuance the certificates for the Restricted Shares shall be delivered to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Shares and any securities constituting Retained Distributions which shall be forfeited in accordance with the Plan and this Agreement. In accepting the award of Restricted Shares set forth in this Agreement the Executive Awardee accepts and agrees to be bound by all the terms and conditions of the Plan and this Agreement.

Grant of Restricted Shares. Effective as of the Grant Date, the Company shall cause to be issued in the ExecutiveRecipient’s name the following Shares as Restricted Shares: shares of the Company’s common stock, $.01 par valuevalue per share. The Company shall cause the Restricted Shares to be registered on the applicable stock transfer records in the Recipient’s name or shall cause certificates evidencing the Restricted Shares, and any shares of Stock or rights to acquire shares of Stock distributed by the Company in respect of Restricted Shares during any Period of Restriction (the “Retained Distributions”), to be issued in the ExecutiveRecipient’s name. During the Period of Restriction such certificates shall bear a restrictive legend to the effect that ownership of such Restricted Shares (and any Retained Distributions), and the enjoyment of all rights appurtenant theretoand, are subject to the restrictions, terms, Forfeiture Restrictions and other terms and conditions provided in the Plan and of this Agreement. The Executive , the Recipient shall have all the right to vote the Restricted Shares awarded to the Executive and to receive and retain all regular dividends paid in cash or property (other than Retained Distributions), and to exercise all other rights, powers and privileges rights of a holder of Shares, stockholder with respect to such Restricted Shares, with including the exception that (a) the Executive shall not be entitled right to delivery of the stock certificate or certificates representing vote such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expiredShares. Regular, (b) the Company shall retain custody of all Retained Distributions made or declared ordinary dividends paid with respect to the Restricted Shares (and such Retained Distributions in cash shall be subject paid to the same restrictionsRecipient currently. All other dividends and distributions, terms whether paid in cash, equity securities in the Company, rights to acquire equity securities in the Company or any other property shall be added to and conditions as are applicable to become a part of the Restricted Shares) until , unless the Committee, in its sole discretion, determines that such time, if ever, as other dividends or distributions shall be paid to the Recipient currently. If certificates evidencing the Restricted Shares with respect to which such Retained Distributions shall have been madeare issued, paidupon issuance, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) the Executive may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Shares or any Retained Distributions during the Period of Restriction. Upon issuance the certificates shall be delivered to the Secretary of the Company or to such other depository as may be designated by the Committee under the Plan as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapselapse and the withholding provisions of Section 7 have been satisfied. Effective as of the Grant Date, together with the Recipient shall deliver to the Company all stock powers or other instruments of assignmentpowers, each endorsed in blank, which will permit transfer relating to the Company of all or any portion of the Restricted Shares and any securities constituting Retained Distributions which shall be forfeited in accordance with the Plan and this AgreementShares. In accepting the this award of Restricted Shares set forth in this Agreement the Executive Recipient accepts and agrees to be bound by all the terms and conditions of the Plan and this AgreementPlan.

Grant of Restricted Shares. Effective as of the Grant Date, the Company shall cause to be issued in the ExecutiveParticipant’s name the following Shares as Restricted Shares: 20,000 shares of the Company’s common stock, $.01 1.00 par value, as Restricted Shares. The Company shall cause certificates or electronic book entries evidencing the Restricted Shares, and any shares of Stock or rights to acquire shares of Stock distributed by the Company in respect of Restricted Shares during any Period of Restriction (the “Retained Distributions”), to be issued in the ExecutiveParticipant’s name. During the Period of Restriction such electronic book entries and certificates shall bear a restrictive legend to the effect that ownership of such Restricted Shares (and any Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Executive Participant shall have the right to vote the Restricted Shares awarded to the Executive Participant and to receive and retain all regular dividends paid in cash or property (other than Retained Distributions), and to exercise all other rights, powers and privileges of a holder of Sharesshares of the Stock, with respect to such Restricted Shares, with the exception that (a) the Executive Participant shall not be entitled to delivery of the stock certificate or certificates or electronic book entries representing such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Shares (and such Retained Distributions shall be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Distributions shall have been made, paid, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) the Executive Participant may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Shares or any Retained Distributions during the Period of Restriction. Upon issuance the any certificates shall be delivered to such depository as may be designated by the Compensation Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Shares and any securities constituting Retained Distributions which shall be forfeited in accordance with the Plan and this Agreement. In accepting the award of Shares set forth in this Agreement the Executive Participant accepts and agrees to be bound by all the terms and conditions of the Plan and this Agreement.

Grant of Restricted Shares. Effective as of the Grant Date, the Company shall cause to be issued in the Executive’s name the following Shares as Restricted Shares: shares of the Company’s common stock, $.01 par value. The Company shall cause certificates evidencing hereby issues to the Restricted Shares, and any shares of Stock or rights to acquire shares of Stock distributed by the Company in respect of Restricted Employee _______ Shares during any Period of Restriction (the “Retained DistributionsRestricted Shares”), to be issued in ) on the Executive’s name. During terms and conditions set forth herein upon the Period payment by the Employee of Restriction such certificates shall bear a restrictive legend an amount equal to the effect that ownership par value of such the Shares ($.01 per share). All of the Restricted Shares (and any Retained Distributions), and the enjoyment of all rights appurtenant thereto, are shall be subject to the restrictions, terms, and conditions provided vesting provisions of Section 5 hereof. The Restricted Shares shall be represented by a stock certificate registered in the Plan and name of the Employee. The certificate (“Restricted Stock Certificate”) shall bear the legend set forth in Section 4(ix) of this Agreement. The Executive Restricted Share Certificate shall be deposited by the Employee with the Company, together with stock powers endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Shares represented by such certificate that shall be forfeited or shall not become vested in accordance with the terms of this Agreement. After issuance, the Restricted Shares shall constitute issued and outstanding Shares for all corporate purposes and the Employee shall have the right to vote the such Restricted Shares awarded to the Executive and Shares, to receive and retain all regular cash dividends paid as the Board may, in cash or property (other than Retained Distributions)its sole discretion, pay on such Shares, and to exercise all other of the rights, powers and privileges of a holder of Shares, Shares with respect to such Restricted Shares, with the exception except that (a) the Executive Employee shall not be entitled to delivery of the stock certificate or certificates representing such Restricted Share Certificate until the Restricted Shares until represented by the Forfeiture Restrictions applicable thereto shall have expired, Restricted Share Certificate vest in accordance with Section 5 below; and (b) other than cash dividends as the Board, in its sole discretion, distributes, the Company shall will retain custody of all distributions (“Retained Distributions Distributions”) made or declared with respect to the Restricted Shares (and such Retained Distributions shall will be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Distributions shall have been made, paid, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) the Executive may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Shares or any Retained Distributions during the Period of Restriction. Upon issuance the certificates shall be delivered to such depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Shares and any securities constituting Retained Distributions which shall be forfeited in accordance with the Plan and this Agreement. In accepting the award of Shares set forth in this Agreement the Executive accepts and agrees to be bound by all the terms and conditions of the Plan and this Agreement.

Grant of Restricted Shares. Effective as of the Grant Date, the Company shall cause to be issued in the ExecutiveEmployee’s name the following Shares as Restricted Shares: ____________ shares of the Company’s common stock, $.01 par valueStock. The Company shall cause certificates evidencing the Restricted Shares, and any shares of Stock or rights to acquire shares of Stock distributed by the Company in respect of Restricted Shares during any Period of Restriction (the “Retained Distributions”), to be issued in the ExecutiveEmployee’s name. During the Period of Restriction such certificates shall bear a restrictive legend to the effect that ownership of such Restricted Shares (and any Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Executive Employee shall have the right to vote the Restricted Shares awarded to the Executive Employee and to receive and retain all regular dividends paid in cash or property (other than Retained Distributions), and to exercise all other rights, powers and privileges of a holder of SharesStock, with respect to such Restricted Shares, with the exception that (a) the Executive Employee shall not be entitled to delivery of the stock certificate or certificates representing such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Shares (and such Retained Distributions shall be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Distributions shall have been made, paid, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) the Executive Employee may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Shares or any Retained Distributions during the Period of Restriction. Upon issuance the certificates shall be delivered to such depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Shares and any securities constituting Retained Distributions which shall be forfeited in accordance with the Plan and this Agreement. In accepting the award of the Shares set forth in this Agreement the Executive Employee accepts and agrees to be bound by all the terms and conditions of the Plan and this Agreement.

Grant of Restricted Shares. Effective as of the Grant Date, the Company shall cause to be issued in the Executive’s name the following Shares as Restricted Shares: shares of the Company’s common stock, $.01 par value. The Company shall cause certificates electronic book entries evidencing the Restricted Shares, and any shares of the Stock or rights to acquire shares of the Stock distributed by the Company in respect of Restricted Shares during any Period of Restriction (the “Retained Stock Distributions”), to be issued in the Executive’s name. During the Period of Restriction such certificates electronic book entries shall bear contain a restrictive legend notation to the effect that ownership of such Restricted Shares (and any Retained Stock Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The During the Period of Restriction any regular dividends paid in cash or property (other than Retained Stock Distributions) with respect to the Restricted Shares and Retained Stock Distributions (the “Retained Cash Distributions”) shall not be paid to Executive but instead shall be accumulated by the Company until the date the Forfeiture Restrictions applicable to the Restricted Shares and Retained Stock Distributions with respect to which such Retained Cash Distributions shall have been made, paid, or declared shall have become vested and then on that date such Retained Cash Distributions shall be paid to Executive. Executive shall have the right to vote the Restricted Shares awarded to the Executive and to receive and retain all regular dividends paid in cash or property (other than Retained Distributions), and to exercise all other rights, powers and privileges of a holder of the Shares, with respect to such Restricted Shares, with the exception that (a) the Executive shall not be entitled to delivery of the stock certificate or certificates representing such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all Retained Stock Distributions made or declared with respect to the Restricted Shares and Retained Cash Distributions made or declared with respect to the Restricted Shares and the Retained Stock Distributions (and such Retained Stock Distributions and Retained Cash Distributions shall be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Stock Distributions and Restricted Cash Distributions shall have been made, paid, or declared shall have become vested, and such Retained Stock Distributions and Retained Cash Distributions shall not bear interest or be segregated in separate accounts and (c) the Executive may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Shares or any Retained Stock Distributions or any Restricted Cash Distributions during the Period of Restriction. Upon issuance the certificates book entry representing the Restricted Shares shall be delivered to such depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Shares and any securities constituting Retained Stock Distributions which shall be forfeited in accordance with the Plan and this Agreement. In accepting the award of the Shares set forth in this Agreement the Executive accepts and agrees to be bound by all the terms and conditions of the Plan and this Agreement.

Grant of Restricted Shares. Effective as of the Grant Date, the Company shall cause to be issued in the ExecutiveGrantee’s name the following Shares as Restricted Shares: [ ] shares of the Company’s common stock, $.01 par value, which are granted pursuant to the terms of the Plan. The Company shall cause certificates or electronic book entries evidencing the Restricted Shares, and any shares of Stock or rights to acquire shares of Stock distributed by the Company in respect of Restricted Shares during any Period of Restriction (the “Retained Distributions”), to be issued in the ExecutiveGrantee’s name. During the Period of Restriction such electronic book entries and certificates shall bear a restrictive legend to the effect that ownership of such Restricted Shares (and any Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Executive Grantee shall have the right to vote the Restricted Shares awarded to the Executive Grantee and to receive currently and retain all regular dividends paid in cash or property (other than Retained Distributions), and to exercise all other rights, powers and privileges of a holder of Shares, with respect to such Restricted Shares, with the exception that (a) the Executive Grantee shall not be entitled to delivery of the stock certificate or certificates or electronic book entries representing such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Shares (and such Retained Distributions shall be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Distributions shall have been made, paid, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) the Executive Grantee may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Shares or any Retained Distributions during the Period of Restriction. Upon issuance the any certificates shall be delivered to such depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Shares and any securities constituting Retained Distributions which shall be forfeited in accordance with the Plan and this Agreement. In accepting the award of Shares set forth in this Agreement the Executive Grantee accepts and agrees to be bound by all the terms and conditions of the Plan and this Agreement.

Grant of Restricted Shares. Effective as of the Grant Date, the Company shall cause to be issued in the ExecutiveEmployee’s name the following Shares as Restricted Shares: [•] shares of the Company’s common stock, $.01 par value. The Company shall cause certificates or electronic book entries evidencing the Restricted Shares, and any shares of Stock or rights to acquire shares of Stock distributed by the Company in respect of Restricted Shares during any Period of Restriction (the “Retained Distributions”), to be issued in the ExecutiveEmployee’s name. During the Period of Restriction such electronic book entries and certificates shall bear a restrictive legend to the effect that ownership of such Restricted Shares (and any Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Executive Employee shall have the right to vote the Restricted Shares awarded to the Executive Employee and to receive and retain all regular dividends paid in cash or property (other than Retained Distributions), and to exercise all other rights, powers and privileges of a holder of Shares, with respect to such Restricted Shares, with the exception that (a) the Executive Employee shall not be entitled to delivery of the stock certificate or certificates or electronic book entries representing such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Shares (and such Retained Distributions shall be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Distributions shall have been made, paid, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) the Executive Employee may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Shares or any Retained Distributions during the Period of Restriction. Upon issuance the any certificates shall be delivered to such depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Shares and any securities constituting Retained Distributions which shall be forfeited in accordance with the Plan and this Agreement. In accepting the award of Shares set forth in this Agreement the Executive Employee accepts and agrees to be bound by all the terms and conditions of the Plan and this Agreement.

Grant of Restricted Shares. Effective as of the Grant Date, the Company shall cause to be issued in the ExecutiveEmployee’s name in book entry form the following Shares as Restricted Shares: shares of the Company’s common stock, $.01 no par value. The Company shall also cause certificates evidencing the Restricted Shares, and any shares of Stock or rights to acquire shares of Stock distributed by the Company in respect of Restricted Shares during any Period of Restriction (the “Retained Distributions”), to be issued in the ExecutiveEmployee’s namename in book entry form. During the Period of Restriction such certificates book entry shall bear a restrictive legend refer to restrictions to the effect that ownership of such Restricted Shares (and any Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Executive Employee shall have the right to vote the Restricted Shares awarded to the Executive Employee and to receive and retain all regular dividends paid in cash or property (other than Retained Distributions), and to exercise all other rights, powers and privileges of a holder of Shares, with respect to such Restricted Shares, with the exception that (a) the Executive Employee shall not be entitled to delivery of the stock certificate or certificates representing such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Shares (and such Retained Distributions shall be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Distributions shall have been made, paid, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) the Executive Employee may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Shares or any Retained Distributions during the Period of Restriction. Upon issuance In accepting the certificates shall award of Shares set forth in this Agreement the Employee accepts and agrees to be delivered to such depository as may be designated bound by all the Committee as terms and conditions of the Plan and this Agreement. Employee accordingly is executing a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together with stock powers or other instruments of assignment, each power endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Shares and any securities constituting Retained Distributions which shall be forfeited in accordance with the Plan and this Agreement. In accepting the award of Shares set forth in this Agreement the Executive accepts and agrees to be bound by all the terms and conditions of the Plan and this Agreement.

Grant of Restricted Shares. Effective as of the Grant Date, the Company shall cause to be issued in the ExecutiveParticipant’s name the following Shares as Restricted Shares: [_________] shares of the Company’s common stock, $.01 ____ par value, as Restricted Shares. The Company shall cause certificates or electronic book entries evidencing the Restricted Shares, and any shares of Stock or rights to acquire shares of Stock distributed by the Company in respect of Restricted Shares during any Period of Restriction (the “Retained Distributions”), to be issued in the ExecutiveParticipant’s name. During the Period of Restriction such electronic book entries and certificates shall bear a restrictive legend to the effect that ownership of such Restricted Shares (and any Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Executive Participant shall have the right to vote the Restricted Shares awarded to the Executive Participant and to receive and retain all regular dividends paid in cash or property (other than Retained Distributions), and to exercise all other rights, powers and privileges of a holder of Sharesshares of the Stock, with respect to such Restricted Shares, with the exception that (a) the Executive Participant shall not be entitled to delivery of the stock certificate or certificates or electronic book entries representing such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Shares (and such Retained Distributions shall be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Distributions shall have been made, paid, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) the Executive Participant may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Shares or any Retained Distributions during the Period of Restriction. Upon issuance the any certificates shall be delivered to such depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Shares and any securities constituting Retained Distributions which shall be forfeited in accordance with the Plan and this Agreement. In accepting the award of Shares set forth in this Agreement the Executive Participant accepts and agrees to be bound by all the terms and conditions of the Plan and this Agreement.

Grant of Restricted Shares. Effective as of the Grant Date, the Company shall cause to be issued in the ExecutiveDirector’s name the following Shares as Restricted Shares: shares of the Company’s common stock, $.01 par value. The Company shall cause certificates evidencing the Restricted Shares, and any shares of Stock or rights Retained Distributions issued with respect to acquire shares of Stock distributed by the Company in respect of Restricted Shares during any Period of Restriction (the “Retained Distributions”)Shares, to be issued in the ExecutiveDirector’s name. During the Restricted Period of Restriction such certificates shall bear a restrictive legend to the effect that ownership of such Restricted Shares (and any such Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Executive Director shall have the right to vote the Restricted Shares awarded to the Executive Director and to receive and retain all regular dividends paid in cash or property (other than Retained Distributions)dividends, and to exercise all other rights, powers and privileges of a holder of Shares, with respect to such Restricted Shares, with the exception that (a) the Executive Director shall not be entitled to delivery of the stock certificate or certificates representing such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Shares (and such Retained Distributions shall be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Distributions shall have been made, paid, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) the Executive Director may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Shares or any Retained Distributions during the Period of RestrictionRestricted Period. Upon issuance the certificates for the Restricted Shares shall be delivered to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Shares and any securities constituting Retained Distributions which shall be forfeited in accordance with the Plan and this Agreement. In accepting the award of Shares set forth in this Agreement the Executive Director accepts and agrees to be bound by all the terms and conditions of the Plan and this Agreement.

Grant of Restricted Shares. Effective as of the Grant Date, the Company shall cause to be issued in the ExecutiveEmployee’s name the following Shares as Restricted Shares: shares of the Company’s common stock, $.01 par value. The Company shall cause certificates evidencing the Restricted Shares, and any shares of Stock or rights to acquire shares of Stock distributed by the Company in respect of Restricted Shares during any Period of Restriction (the “Retained Distributions”), to be issued in the ExecutiveEmployee’s name. During the Period of Restriction such certificates shall bear a restrictive legend to the effect that ownership of such Restricted Shares (and any Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Executive Employee shall have the right to vote the Restricted Shares awarded to the Executive Employee and to receive and retain all regular dividends paid in cash or property (other than Retained Distributions), and to exercise all other rights, powers and privileges of a holder of Shares, with respect to such Restricted Shares, with the exception that (a) the Executive Employee shall not be entitled to delivery of the stock certificate or certificates representing such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Shares (and such Retained Distributions shall be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Distributions shall have been made, paid, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) the Executive Employee may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Shares or any Retained Distributions during the Period of Restriction. Upon issuance the certificates shall be delivered to such depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Shares and any securities constituting Retained Distributions which shall be forfeited in accordance with the Plan and this Agreement. In accepting the award of Shares set forth in this Agreement the Executive Employee accepts and agrees to be bound by all the terms and conditions of the Plan and this Agreement.

Grant of Restricted Shares. Effective as of the Grant Date, the Company shall cause to be issued in the ExecutiveEmployee’s name in book entry form the following Shares as Restricted Shares: shares of the Company’s common stock, $.01 par value. The Company shall also cause certificates evidencing the Restricted Shares, and any shares of Stock or rights to acquire shares of Stock distributed by the Company in respect of Restricted Shares during any Period of Restriction (the “Retained Distributions”), to be issued in the ExecutiveEmployee’s namename in book entry form. During the Period of Restriction such certificates book entry shall bear a restrictive legend refer to restrictions to the effect that ownership of such Restricted Shares (and any Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Executive Employee shall have the right to vote the Restricted Shares awarded to the Executive Employee and to receive and retain all regular dividends paid in cash or property (other than Retained Distributions), and to exercise all other rights, powers and privileges of a holder of Shares, with respect to such Restricted Shares, with the exception that (a) the Executive Employee shall not be entitled to delivery of the stock certificate or certificates representing such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Shares (and such Retained Distributions shall be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Distributions shall have been made, paid, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) the Executive Employee may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Shares or any Retained Distributions during the Period of Restriction. Upon issuance the certificates shall be delivered to such depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Shares and any securities constituting Retained Distributions which shall be forfeited in accordance with the Plan and this Agreement. In accepting the award of Shares set forth in this Agreement the Executive Employee accepts and agrees to be bound by all the terms and conditions of the Plan and this Agreement.

Grant of Restricted Shares. Effective as of the Grant Date, the Company shall cause to be issued in the ExecutiveDirector’s name in book entry form the following Shares as Restricted Shares: __________ shares of the Company’s common stock, $.01 par value. The Company shall also cause certificates evidencing the Restricted Shares, and any shares of Stock or rights to acquire shares of Stock distributed by the Company in respect of Restricted Shares during any Period of Restriction (the “Retained Distributions”), to be issued in the ExecutiveDirector’s namename in book entry form. During the Period of Restriction such certificates book entry shall bear a restrictive legend refer to restrictions to the effect that ownership of such Restricted Shares (and any Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Executive Director shall have the right to vote the Restricted Shares awarded to the Executive Director and to receive and retain all regular dividends paid in cash or property (other than Retained Distributions), and to exercise all other rights, powers and privileges of a holder of Shares, with respect to such Restricted Shares, with the exception that (a) the Executive Director shall not be entitled to delivery of the stock certificate or certificates representing such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Shares (and such Retained Distributions shall be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Distributions shall have been made, paid, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) the Executive Director may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Shares or any Retained Distributions during the Period of Restriction. Upon issuance the certificates shall be delivered to such depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Shares and any securities constituting Retained Distributions which shall be forfeited in accordance with the Plan and this Agreement. In accepting the award of Shares set forth in this Agreement the Executive Director accepts and agrees to be bound by all the terms and conditions of the Plan and this Agreement.

Grant of Restricted Shares. Effective as of the Grant Date, the Company shall cause to be issued in the ExecutiveDirector’s name in book entry form the following Shares as Restricted Shares: shares of the Company’s common stock, $.01 par value. The Company shall also cause certificates evidencing the Restricted Shares, and any shares of Stock or rights to acquire shares of Stock distributed by the Company in respect of Restricted Shares during any Period of Restriction (the “Retained Distributions”), to be issued in the ExecutiveDirector’s namename in book entry form. During the Period of Restriction such certificates book entry shall bear a restrictive legend refer to restrictions to the effect that ownership of such Restricted Shares (and any Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Executive Director shall have the right to vote the Restricted Shares awarded to the Executive Director and to receive and retain all regular dividends paid in cash or property (other than Retained Distributions), and to exercise all other rights, powers and privileges of a holder of Shares, with respect to such Restricted Shares, with the exception that (a) the Executive Director shall not be entitled to delivery of the stock certificate or certificates representing such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Shares (and such Retained Distributions shall be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Distributions shall have been made, paid, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) the Executive Director may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Shares or any Retained Distributions during the Period of Restriction. Upon issuance the certificates shall be delivered to such depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Shares and any securities constituting Retained Distributions which shall be forfeited in accordance with the Plan and this Agreement. In accepting the award of Shares set forth in this Agreement the Executive Director accepts and agrees to be bound by all the terms and conditions of the Plan and this Agreement.

Grant of Restricted Shares. Effective as of the Grant Date, the Company shall cause to be issued in the Executive’s name the following Shares as Restricted Shares: shares of the Company’s common stock, $.01 par value. The Company shall cause certificates electronic book entries evidencing the Restricted Shares, and any shares of the Stock or rights to acquire shares of the Stock distributed by the Company in respect of Restricted Shares during any Period of Restriction (the “Retained Stock Distributions”), to be issued in the Executive’s name. During the Period of Restriction such certificates electronic book entries shall bear contain a restrictive legend notation to the effect that ownership of such Restricted Shares (and any Retained Stock Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The During the Period of Restriction any regular dividends paid in cash or property (other than Retained Stock Distributions) with respect to the Restricted Shares and Retained Stock Distributions (the “Retained Cash Distributions”) shall not be paid to Executive but instead shall be accumulated by the Company until the date the Forfeiture Restrictions applicable to the Restricted Shares and Retained Stock Distributions with respect to which such Retained Cash Distributions shall have been made, paid, or declared shall have become vested and then on that date such Retained Cash Distributions shall be paid to Executive. Executive shall have the right to vote the Restricted Shares awarded to the Executive and to receive and retain all regular dividends paid in cash or property (other than Retained Distributions), and to exercise all other rights, powers and privileges of a holder of the Shares, with respect to such Restricted Shares, with the exception that (a) the Executive shall not be entitled to delivery of the stock certificate or certificates representing such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all Retained Stock Distributions made or declared with respect to the Restricted Shares and Retained Cash Distributions made or declared with respect to the Restricted Shares and the Retained Stock Distributions (and such Retained Stock Distributions and Retained Cash Distributions shall be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Stock Distributions and Restricted Cash Distributions shall have been made, paid, or declared shall have become vested, and such Retained Stock Distributions and Retained Cash Distributions shall not bear interest or be segregated in separate accounts and (c) the Executive may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Shares or any Retained Stock Distributions or any Restricted Cash Distributions during the Period of Restriction. Upon issuance the certificates book entry representing the Restricted Shares shall be delivered to such depository as may be designated by the Compensation Committee of the Board (the “Committee”) as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Shares and any securities constituting Retained Stock Distributions which shall be forfeited in accordance with the Plan and this Agreement. In accepting the award of the Shares set forth in this Agreement the Executive accepts and agrees to be bound by all the terms and conditions of the Plan and this Agreement.