Common use of Forfeiture Restrictions Clause in Contracts

Forfeiture Restrictions. The DSAs issued to Employee pursuant to this Agreement may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent then subject to the Forfeiture Restrictions (as hereinafter defined), and in the event of termination of Employee’s employment with the Company for any reason (other than as provided below), automatically upon such termination Employee shall, for no consideration, forfeit to the Company all DSAs to the extent then subject to the Forfeiture Restrictions. The prohibition against transfer and the obligation to forfeit and surrender DSAs to the Company upon termination of employment are herein referred to as “Forfeiture Restrictions,” and the DSAs which are then subject to the Forfeiture Restrictions are herein sometimes referred to as “Restricted DSAs.” The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of the DSAs. The Forfeiture Restrictions shall lapse as to DSAs issued to Employee pursuant to this Agreement as follows: (a) with respect to 25% of the DSAs, on the first anniversary of the Effective Date, (b) with respect to 50% of the DSAs, on the second anniversary of the Effective Date, (c) with respect to 75% of the DSAs, on the third anniversary of the Effective Date, and (d) with respect to 100% of the DSAs, on the fourth anniversary of the Effective Date. Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the DSAs on (i) the date a Change of Control occurs or (ii) the termination of Employee’s employment due to his death or a disability that entitles Employee to receive benefits under a long term disability plan of the Company.

Forfeiture Restrictions. The DSAs issued Units granted to Employee pursuant to this Agreement may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent then subject to the Forfeiture Restrictions (as hereinafter defined), and in the event of termination of Employee’s employment with termination from the Company for any reason (other than as provided described below), Employee shall automatically upon such termination Employee shalltermination, for no consideration, forfeit to the Company all DSAs Units to the extent then subject to the Forfeiture Restrictions. The prohibition against transfer and the obligation to forfeit and surrender DSAs Units to the Company upon termination of employment from the Company are herein referred to as “Forfeiture Restrictions,” and the DSAs Units which are then subject to the Forfeiture Restrictions are herein sometimes referred to as “Restricted DSAsUnits.” The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of the DSAsUnits. The Forfeiture Restrictions shall lapse as to DSAs Restricted Units issued to Employee pursuant to this Agreement as follows: (a) with respect as to 25% one-third (1/3) of the DSAsRestricted Units granted to Employee hereunder, on the first anniversary of the Effective Date, ; (b) with respect as to 50% an additional one-third (1/3) of the DSAsRestricted Units granted to Employee hereunder, on the second anniversary of the Effective Date, ; and (c) with respect as to 75% the remaining one-third (1/3) of the DSAsRestricted Units granted to Employee hereunder, on the third anniversary of the Effective Date; provided however, and (d) with respect to 100% of the DSAs, on the fourth anniversary of the Effective Date. Notwithstanding that notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the DSAs Restricted Units on (i) the date a Change of Control occurs or (ii) upon the termination death or Retirement of Employee’s employment due to his death or a disability that entitles Employee to receive benefits under a long term disability plan of the Company.

Forfeiture Restrictions. The DSAs Stock issued to Employee pursuant to this Agreement may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent then subject to the Forfeiture Restrictions (as hereinafter defined), and in the event of termination of Employee’s employment with the Company for any reason (other than as provided below), automatically upon such termination Employee shall, for no consideration, forfeit to the Company all DSAs Stock to the extent then subject to the Forfeiture Restrictions. The prohibition against transfer and the obligation to forfeit and surrender DSAs Stock to the Company upon termination of employment are herein referred to as “Forfeiture Restrictions,” and the DSAs shares which are then subject to the Forfeiture Restrictions are herein sometimes referred to as “Restricted DSAsShares.” The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of the DSAsStock. The Forfeiture Restrictions shall lapse as to DSAs Stock issued to Employee pursuant to this Agreement as follows: (a) with respect to 2533% of the DSAsRestricted Shares, on the first anniversary of the Effective Date, (b) with respect to 5067% of the DSAsRestricted Shares, on the second anniversary of the Effective Date, (c) with respect to 75100% of the DSAsRestricted Shares, on the third anniversary of the Effective Date, and (d) with respect to 100% of the DSAs, on the fourth anniversary of the Effective Date. Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the DSAs Stock on (i) the date a Change of Control occurs or (ii) the termination of Employee’s employment due to his death or a disability that entitles Employee to receive benefits under a long term disability plan of the Company.

Forfeiture Restrictions. The DSAs issued Shares granted to Employee pursuant to this Agreement may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent then subject to the Forfeiture Restrictions (as hereinafter defined), and in the event of termination of Employee’s employment with termination from the Company for any reason (other than as provided described below), Employee shall automatically upon such termination Employee shalltermination, for no consideration, forfeit to the Company all DSAs Shares to the extent then subject to the Forfeiture Restrictions. The prohibition against transfer and the obligation to forfeit and surrender DSAs Shares to the Company upon termination of employment from the Company are herein referred to as “Forfeiture Restrictions,” and the DSAs Shares which are then subject to the Forfeiture Restrictions are herein sometimes referred to as “Restricted DSAsShares.” The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of the DSAsShares. The Forfeiture Restrictions shall lapse as to DSAs Restricted Shares issued to Employee pursuant to this Agreement as follows: (a) with respect as to 25% one-third (1/3) of the DSAsRestricted Shares granted to Employee hereunder, on the first anniversary of the Effective Date, ; (b) with respect as to 50% an additional one-third (1/3) of the DSAsRestricted Shares granted to Employee hereunder, on the second anniversary of the Effective Date, ; and (c) with respect as to 75% the remaining one-third (1/3) of the DSAsRestricted Shares granted to Employee hereunder, on the third anniversary of the Effective Date, and (d) with respect to 100% of the DSAs, on the fourth anniversary of the Effective Date. Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the DSAs on (i) Restricted Shares upon Employee’s termination from the date a Change of Control occurs or (ii) the termination Company by reason of Employee’s employment due to his death death, disability or a disability that entitles Employee to receive benefits under a long term disability plan of the CompanyEmployee’s Retirement.

Forfeiture Restrictions. The DSAs Stock issued to Employee pursuant to this Agreement may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent then subject to the Forfeiture Restrictions (as hereinafter defined), and in the event of termination of Employee’s 's employment with the Company for any reason (other than as provided below), automatically upon such termination Employee shall, for no consideration, forfeit to the Company all DSAs Stock to the extent then subject to the Forfeiture Restrictions. The prohibition against transfer and the obligation to forfeit and surrender DSAs Stock to the Company upon termination of employment are herein referred to as “"Forfeiture Restrictions,” " and the DSAs shares which are then subject to the Forfeiture Restrictions are herein sometimes referred to as “"Restricted DSAsShares.” " The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of the DSAsStock. The Forfeiture Restrictions shall lapse as to DSAs Stock issued to Employee pursuant to this Agreement as follows: (a) with respect to 25% 1/4 of the DSAsRestricted Shares, on the first anniversary of the Effective Date, (b) with respect to 50% 1/4 of the DSAsRestricted Shares, on the second anniversary of the Effective Date, (c) with respect to 75% 1/4 of the DSAsRestricted Shares, on the third anniversary of the Effective Date, and (d) with respect to 100% 1/4 of the DSAsRestricted Shares, on the fourth anniversary of the Effective Date. Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the DSAs Stock on (i) the date a Change of Control occurs or (ii) the termination of Employee’s 's employment due to his death or a disability that entitles Employee to receive benefits under a long term disability plan of the Company.

Forfeiture Restrictions. The DSAs Stock issued to Employee pursuant to this Agreement may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent then subject to the Forfeiture Restrictions (as hereinafter defined), and in the event of termination of Employee’s 's employment with the Company for any reason (other than as provided below), automatically upon such termination Employee shall, for no consideration, forfeit to the Company all DSAs Stock to the extent then subject to the Forfeiture Restrictions. The prohibition against transfer and the obligation to forfeit and surrender DSAs Stock to the Company upon termination of employment are herein referred to as “"Forfeiture Restrictions,” " and the DSAs shares which are then subject to the Forfeiture Restrictions are herein sometimes referred to as “"Restricted DSAsShares.” " The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of the DSAsStock. The Subject to the terms of that Executive Agreement between the Company and Employee dated February 8, 2001 (the "Executive Agreement") providing for vesting upon certain events, the Forfeiture Restrictions shall lapse as to DSAs Stock issued to Employee pursuant to this Agreement as follows: (a) with respect to 25% 1/3 of the DSAsRestricted Shares, on the first anniversary of the Effective Date, (b) with respect to 50% 1/3 of the DSAsRestricted Shares, on the second anniversary of the Effective Date, and (c) with respect to 75% 1/3 of the DSAsRestricted Shares, on the third anniversary of the Effective Date, and (d) with respect to 100% of the DSAs, on the fourth anniversary of the Effective Date. Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the DSAs Stock on (i) the date a Change of Control occurs or (ii) the termination of Employee’s 's employment due to his death or a disability that entitles Employee to receive benefits under a long term disability plan of the Company.

Forfeiture Restrictions. The DSAs Stock issued to Employee pursuant to this Agreement may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent then subject to the Forfeiture Restrictions (as hereinafter defined), and in the event of termination of Employee’s employment with the Company for any reason (other than as provided below), automatically upon such termination Employee shall, for no consideration, forfeit to the Company all DSAs Stock to the extent then subject to the Forfeiture Restrictions. The prohibition against transfer and the obligation to forfeit and surrender DSAs Stock to the Company upon termination of employment are herein referred to as “Forfeiture Restrictions,” and the DSAs shares which are then subject to the Forfeiture Restrictions are herein sometimes referred to as “Restricted DSAsShares.” The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of the DSAsStock. The Forfeiture Restrictions shall lapse as to DSAs Stock issued to Employee pursuant to this Agreement as follows: (a) with respect to 2533% of the DSAsRestricted Shares, on the first anniversary of the Effective Date, (b) with respect to 5067% of the DSAsRestricted Shares, on the second anniversary of the Effective Date, (c) with respect to 75100% of the DSAsRestricted Shares, on the third anniversary of the Effective Date, and (d) with respect to 100% of the DSAs, on the fourth anniversary of the Effective Date. Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the DSAs Stock on (i) the date a Change of Control (as such term is defined in the Plan) occurs if such Change of Control occurs while Employee is employed by the Company or (ii) the termination of Employee’s employment due to his death or a disability that entitles Employee to receive benefits under a long term disability plan of the Company.

Forfeiture Restrictions. The DSAs issued to Employee pursuant to this Agreement Restricted Shares may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent then subject to the Forfeiture Restrictions (as hereinafter defined), and in the event of termination of Employee’s employment with the Company or employing subsidiary for any reason (other than as provided those described below), automatically upon such termination Employee shall, for no consideration, forfeit to the Company all DSAs Restricted Shares to the extent then subject to the Forfeiture Restrictions. The prohibition against transfer and the obligation to forfeit and surrender DSAs Restricted Shares to the Company upon termination of employment are herein referred to as “Forfeiture Restrictions,” and the DSAs which are then subject to the Forfeiture Restrictions are herein sometimes referred to as “Restricted DSAs.” The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of the DSAs. The Forfeiture Restrictions shall lapse as to DSAs issued to Employee pursuant to this Agreement as follows: (a) with respect to 25% of the DSAs, on the first anniversary of the Effective Date, (b) with respect to 50% of the DSAs, on the second anniversary of the Effective Date, (c) with respect to 75% of the DSAs, on the third anniversary of the Effective Date, and (d) with respect to 100% of the DSAs, on the fourth anniversary of the Effective DateRestricted Shares. Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all the Restricted Shares on the earlier of the DSAs on (i) the date the Employee is involuntarily terminated by the Company if such termination occurs within twelve months following a Change of Control occurs or (as such term is defined in the Plan), (ii) the termination of date Employee’s employment due to his with the Company is terminated by reason of death or a total disability that entitles Employee to receive benefits under a (as determined by the Human Resources Committee of the Board of Directors of the Company (the “Committee”) using the definition of total disability of the Company’s long term disability plan plan), (iii) the date of the Employee’s involuntary termination from the Company prior to age sixty-two without Cause, or (iv) [Date] (if the Employee’s employment with the Company has not previously terminated on such date(s)). For purposes of this Agreement, “Cause” shall include the Employee’s (i) indictment, conviction, or plea of guilty or nolo contendere to a misdemeanor involving moral turpitude or a felony, (ii) breach of duties to the Company which cause material financial loss to the Company, which is not cured within five days following receipt by Employee of written notice from the Chief Executive Officer, or (iii) failure of Employee to act at all times in the best interests of the Company or to carry out the duties of his position as assigned by the Chief Executive Officer or his designee, if any such failure is not cured within five days following receipt by Employee of written notice from the Chief Executive Officer or his designee.

Forfeiture Restrictions. The DSAs issued Units granted to Employee pursuant to this Agreement may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent then subject to the Forfeiture Restrictions (as hereinafter defined), and in the event of termination of Employee’s employment with termination from the Company for any reason (other than as provided described below), Employee shall automatically upon such termination Employee shalltermination, for no consideration, forfeit to the Company all DSAs Units to the extent then subject to the Forfeiture Restrictions. The prohibition against transfer and the obligation to forfeit and surrender DSAs Units to the Company upon termination of employment from the Company are herein referred to as “Forfeiture Restrictions,” and the DSAs Units which are then subject to the Forfeiture Restrictions are herein sometimes referred to as “Restricted DSAsUnits.” The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of the DSAsUnits. The Forfeiture Restrictions shall lapse as to DSAs Restricted Units issued to Employee pursuant to this Agreement as follows: (ai) with respect as to 25% one-third (1/3) of the DSAsRestricted Units granted to Employee hereunder, on the first anniversary of the Effective Date, ; (bii) with respect as to 50% an additional one-third (1/3) of the DSAsRestricted Units granted to Employee hereunder, on the second anniversary of the Effective Date, ; and (ciii) with respect as to 75% the remaining one-third (1/3) of the DSAsRestricted Units granted to Employee hereunder, on the third anniversary of the Effective Date; provided however, and (d) with respect to 100% of the DSAs, on the fourth anniversary of the Effective Date. Notwithstanding that notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the DSAs Restricted Units on (i) the date a Change of Control occurs or (ii) upon the termination death or Retirement of Employee’s employment due to his death or a disability that entitles Employee to receive benefits under a long term disability plan of the Company.

Forfeiture Restrictions. The DSAs issued to Employee pursuant to this Agreement Restricted Shares may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent then subject to the Forfeiture Restrictions (as hereinafter defined), and in the event of termination of EmployeeExecutive’s employment with the Company for any reason (other than Planned Retirement (as provided belowhereinafter defined), automatically upon such termination Employee death or Disability (as hereinafter defined), Executive shall, for no consideration, forfeit to the Company all DSAs Restricted Shares to the extent then subject to the Forfeiture Restrictions. In the case of a Planned Retirement, if Executive fails to comply with the Post-Retirement Obligations (as hereinafter defined) continuously from the date of the termination of his employment as a result of a Planned Retirement until the Compliance Expiration Date (as hereinafter defined), Executive shall, for no consideration, forfeit to the Company all the Restricted Shares to the extent subject to the forfeiture restrictions on the date of such termination. The prohibition against transfer and the obligation to forfeit and surrender DSAs Restricted Shares to the Company upon termination of employment, or thereafter in the case of non-compliance with the Post-Retirement Obligations following termination of employment as a result of a Planned Retirement, are herein referred to as the “Forfeiture Restrictions,” and the DSAs which are then subject to the Forfeiture Restrictions are herein sometimes referred to as “Restricted DSAs.” The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of the DSAsRestricted Shares. The Forfeiture Restrictions shall lapse as to DSAs issued to Employee pursuant to For purposes of this Agreement as follows: (a) with respect to 25% of the DSAs, on the first anniversary of the Effective Date, (b) with respect to 50% of the DSAs, on the second anniversary of the Effective Date, (c) with respect to 75% of the DSAs, on the third anniversary of the Effective Date, and (d) with respect to 100% of the DSAs, on the fourth anniversary of the Effective Date. Notwithstanding the foregoingAgreement, the Forfeiture Restrictions following capitalized words and terms shall lapse as to all of have the DSAs on (i) the date a Change of Control occurs or (ii) the termination of Employee’s employment due to his death or a disability that entitles Employee to receive benefits under a long term disability plan of the Company.meanings indicated below:

Forfeiture Restrictions. The DSAs Stock issued to Employee pursuant to this Agreement may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent then subject to the Forfeiture Restrictions (as hereinafter defined), and in the event of termination of Employee’s 's employment with the Company for any reason (other than as provided below), automatically upon such termination Employee shall, for no consideration, forfeit to the Company all DSAs Stock to the extent then subject to the Forfeiture Restrictions. The prohibition against transfer and the obligation to forfeit and surrender DSAs Stock to the Company upon termination of employment are herein referred to as “"Forfeiture Restrictions,” " and the DSAs shares which are then subject to the Forfeiture Restrictions are herein sometimes referred to as “"Restricted DSAsShares.” " The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of the DSAsStock. The Subject to the terms of that Executive Agreement between the Company and Employee dated _____________, 2001 (the "Executive Agreement") providing for vesting upon certain events, the Forfeiture Restrictions shall lapse as to DSAs Stock issued to Employee pursuant to this Agreement as follows: (a) with respect to 25% 1/3 of the DSAsRestricted Shares, on the first anniversary of the Effective Date, (b) with respect to 50% 1/3 of the DSAsRestricted Shares, on the second anniversary of the Effective Date, and (c) with respect to 75% 1/3 of the DSAsRestricted Shares, on the third anniversary of the Effective Date, and (d) with respect to 100% of the DSAs, on the fourth anniversary of the Effective Date. Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the DSAs Stock on (i) the date a Change of Control occurs or (ii) the termination of Employee’s 's employment due to his death or a disability that entitles Employee to receive benefits under a long term disability plan of the Company.

Forfeiture Restrictions. The DSAs Stock issued to Employee pursuant to this Agreement may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent then subject to the Forfeiture Restrictions (as hereinafter defined), and in the event of termination of Employee’s 's employment with the Company for any reason (other than as provided below), automatically upon such termination Employee shall, for no consideration, forfeit to the Company all DSAs Stock to the extent then subject to the Forfeiture Restrictions. The prohibition against transfer and the obligation to forfeit and surrender DSAs Stock to the Company upon termination of employment are herein referred to as “"Forfeiture Restrictions,” " and the DSAs shares which are then subject to the Forfeiture Restrictions are herein sometimes referred to as “"Restricted DSAsShares.” " The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of the DSAsStock. The Subject to the terms of that Executive Agreement between the Company and Employee dated _____________, 2001 (the "Executive Agreement") providing for vesting upon certain events, the Forfeiture Restrictions shall lapse as to DSAs Stock issued to Employee pursuant to this Agreement as follows: [(a) with respect to 25% 1/3 of the DSAsRestricted Shares, on the first anniversary of the Effective Date, (b) with respect to 50% 1/3 of the DSAsRestricted Shares, on the second anniversary of the Effective Date, and (c) with respect to 75% 1/3 of the DSAsRestricted Shares, on the third anniversary of the Effective Date, and (d) with respect to 100% of the DSAs, on the fourth anniversary of the Effective Date. .] Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the DSAs Stock on (i) the date a Change of Control occurs or (ii) the termination of Employee’s 's employment due to his death or a disability that entitles Employee to receive benefits under a long term disability plan of the Company.

Forfeiture Restrictions. The DSAs issued Units granted to Employee pursuant to this Agreement may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent then subject to the Forfeiture Restrictions (as hereinafter defined), and in the event of termination of Employee’s employment with termination from the Company for any reason (other than as provided described below), Employee shall automatically upon such termination Employee shalltermination, for no consideration, forfeit to the Company all DSAs Units to the extent then subject to the Forfeiture Restrictions. The prohibition against transfer and the obligation to forfeit and surrender DSAs Units to the Company upon termination of employment from the Company are herein referred to as “Forfeiture Restrictions,” and the DSAs Units which are then subject to the Forfeiture Restrictions are herein sometimes referred to as “Restricted DSAsUnits.” The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of the DSAsUnits. The Forfeiture Restrictions shall lapse as to DSAs Restricted Units issued to Employee pursuant to this Agreement as follows: (a) with respect as to 25% one-third (1/3) of the DSAsRestricted Units granted to Employee hereunder, on the first anniversary of the Effective Date, ; (b) with respect as to 50% an additional one-third (1/3) of the DSAsRestricted Units granted to Employee hereunder, on the second anniversary of the Effective Date, ; and (c) with respect as to 75% the remaining one-third (1/3) of the DSAsRestricted Units granted to Employee hereunder, on the third anniversary of the Effective Date, ; and (dii) with respect to 100% of the DSAs, on the fourth anniversary of the Effective Date. Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the DSAs Restricted Units on (i) the date a Change of in Control (as defined in the Plan) occurs or (ii) upon the termination death of Employee’s employment due to his death or a disability that entitles Employee to receive benefits under a long term disability plan of the Company.

Forfeiture Restrictions. The DSAs shares of Common Stock issued to Employee pursuant to this Agreement may shall not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of (to the extent then subject to the Forfeiture Restrictions (as hereinafter definedRestrictions), and in the event of the termination of Employee’s employment with the Company for any reason (other than as provided below)reason, automatically upon such termination Employee shall, for no consideration, forfeit to the Company all DSAs and surrender such shares (to the extent then subject to the Forfeiture Restrictions) to the Company. In addition, in the event that the number of Restricted Shares with respect to which the Forfeiture Restrictions lapse in accordance with the provisions below shall be less than the total number of Restricted Shares granted pursuant to this Agreement, Participant shall, for no consideration, forfeit and promptly surrender to the Company the number of Restricted Shares on which the Forfeiture Restrictions do not lapse. The prohibition against transfer and the obligation to forfeit and surrender DSAs shares to the Company upon termination of employment are herein referred to as the “Forfeiture Restrictions,” and the DSAs shares which are then subject to the Forfeiture Restrictions are herein sometimes referred to as “Restricted DSAsShares.” The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of Restricted Shares. As soon as administratively practicable after ___, 2008 [second anniversary of grant], the DSAsCommittee shall determine whether and to the extent to which the performance criteria set forth on Appendix A of this Agreement have been met. The Forfeiture Restrictions shall lapse as to DSAs issued to Employee Committee’s determinations pursuant to this Agreement the preceding sentence shall be certified by the Committee in writing and delivered to the Secretary of the Company. For purposes of the preceding sentence, approved minutes of the Committee meeting in which the certification is made shall be treated as follows: (a) a written certification. At the time of such certification and based on the Committee’s determination, the number of Restricted Shares with respect to 25% which the Forfeiture Restrictions lapse shall be equal (in each case rounded up to the nearest whole share) to (x) the Vesting Percentage (as defined in Appendix A) multiplied by (y) the number of the DSAs, on the first anniversary of the Effective Date, (b) Restricted Shares. The Vesting Percentage shall be determined in accordance with respect to 50% of the DSAs, on the second anniversary of the Effective Date, (c) with respect to 75% of the DSAs, on the third anniversary of the Effective Date, and (d) with respect to 100% of the DSAs, on the fourth anniversary of the Effective DateAppendix A hereto. Notwithstanding the foregoing, the Forfeiture Restrictions on all Restricted Shares shall lapse immediately (x) as to all of the DSAs on (i) date of termination if Employee’s employment with the date a Change of Control occurs or Company is terminated by Employee pursuant to Section 5(b)(i), (ii) or (iii) of that certain Employment Agreement between Employee and the Company dated September 18, 2006 (the “Employment Agreement”) or is terminated by the Company other than pursuant to Section 5(a)(i), (ii) or (iii) of the Employment Agreement and (y) as of the date of termination of Employee’s employment due with the Company if Employee’s employment is terminated by the Employee for “good reason” (as defined in the Employment Agreement) within two years after the occurrence of a “change in control” (as defined in the Employment Agreement) that occurs after the date hereof provided that Employee has been continuously employed by the Company from the date of this Agreement to his death or a disability that entitles the date of such change in control. The Restricted Shares shall be held in suspense during any period during which Employee to receive benefits under a long term disability plan is on an authorized leave of absence from the Company. Upon Employee’s return to employment with the Company following the termination of such leave of absence, Employee may continue to vest in such Restricted Shares in accordance with the provisions set forth herein and in the Plan, provided that the period during which Employee was on an authorized leave of absence shall not be counted and the lapse dates set forth above shall be extended by the period of Employee’s leave of absence.

Forfeiture Restrictions. The DSAs issued to Employee pursuant to this Agreement Restricted Shares may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent then subject to the Forfeiture Restrictions (as hereinafter defined), and in the event of termination of Employee’s employment with the Company for any reason (other than Qualified Retirement (as provided belowhereinafter defined), automatically upon such termination death or Disability (as hereinafter defined), Employee shall, for no consideration, forfeit to the Company all DSAs Restricted Shares to the extent then subject to the Forfeiture Restrictions. In the case of a Qualified Retirement, if Employee fails to comply with the Additional Employee Obligations continuously from the date of the termination of his employment as a result of a Qualified Retirement until the Compliance Expiration Date (as hereinafter defined), Employee shall, for no consideration, forfeit to the Company all the Restricted Shares to the extent subject to the forfeiture restrictions on the date of such termination. The prohibition against transfer and the obligation to forfeit and surrender DSAs Restricted Shares to the Company upon termination of employment, or thereafter in the case of non-compliance with the Additional Employee Obligations following termination of employment as a result of a Qualified Retirement, are herein referred to as the “Forfeiture Restrictions,” and the DSAs which are then subject to the Forfeiture Restrictions are herein sometimes referred to as “Restricted DSAs.” The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of the DSAsRestricted Shares. The Forfeiture Restrictions shall lapse as to DSAs issued to Employee pursuant to For purposes of this Agreement as follows: (a) with respect to 25% of the DSAs, on the first anniversary of the Effective Date, (b) with respect to 50% of the DSAs, on the second anniversary of the Effective Date, (c) with respect to 75% of the DSAs, on the third anniversary of the Effective Date, and (d) with respect to 100% of the DSAs, on the fourth anniversary of the Effective Date. Notwithstanding the foregoingAgreement, the Forfeiture Restrictions following capitalized words and terms shall lapse as to all of have the DSAs on (i) the date a Change of Control occurs or (ii) the termination of Employee’s employment due to his death or a disability that entitles Employee to receive benefits under a long term disability plan of the Company.meanings indicated below:

Forfeiture Restrictions. The DSAs Stock issued to Employee Director pursuant to this Agreement may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent then subject to the Forfeiture Restrictions (as hereinafter defined), and in the event of termination of EmployeeDirector’s employment with service on the Board of Directors of the Company (the “Board”) for any reason (other than as provided below), automatically upon such termination Employee Director shall, for no consideration, forfeit to the Company all DSAs such Stock to the extent then subject to the Forfeiture Restrictions. The prohibition against transfer and the obligation to forfeit and surrender DSAs Stock to the Company upon termination of employment service on the Board are herein referred to as “Forfeiture Restrictions,” and the DSAs shares which are then subject to the Forfeiture Restrictions are herein sometimes referred to as “Restricted DSAsShares.” The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of the DSAssuch Stock. The Forfeiture Restrictions shall lapse as to DSAs issued to Employee pursuant to this Agreement the Restricted Shares as follows: (a) with respect to 25% of the DSAs, on date immediately preceding the first anniversary date of the Effective Date, (b) with respect to 50% next Annual Stockholder’s Meeting of the DSAs, on the second anniversary of the Effective Date, (c) with respect to 75% of the DSAs, on the third anniversary of the Effective Date, and (d) with respect to 100% of the DSAs, on the fourth anniversary of the Effective DateCompany following their issuance. Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all the Restricted Shares as of the DSAs on (i) the date a Change of Control occurs or (ii) the date of termination of EmployeeDirector’s employment service on the Board due to his death or a due to disability such that entitles Employee to receive benefits under a long term disability plan Director is incapable of serving on the CompanyBoard for physical or mental reasons, as shall be determined by the Committee in its sole discretion, and its determination shall be final.

Forfeiture Restrictions. The DSAs issued to Employee pursuant to this Agreement Restricted Shares may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent then subject to the Forfeiture Restrictions (as hereinafter defined), and in the event of termination of Employee’s 's employment with the Company or employing subsidiary for any reason (other than as provided those described below), automatically upon such termination Employee shall, for no consideration, forfeit to the Company all DSAs Restricted Shares to the extent then subject to the Forfeiture Restrictions. The prohibition against transfer and the obligation to forfeit and surrender DSAs Restricted Shares to the Company upon termination of employment are herein referred to as “"Forfeiture Restrictions,” and the DSAs which are then subject to the Forfeiture Restrictions are herein sometimes referred to as “Restricted DSAs.” " The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of the DSAs. The Forfeiture Restrictions shall lapse as to DSAs issued to Employee pursuant to this Agreement as follows: (a) with respect to 25% of the DSAs, on the first anniversary of the Effective Date, (b) with respect to 50% of the DSAs, on the second anniversary of the Effective Date, (c) with respect to 75% of the DSAs, on the third anniversary of the Effective Date, and (d) with respect to 100% of the DSAs, on the fourth anniversary of the Effective DateRestricted Shares. Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the DSAs Restricted Shares on the earlier of (i) the date occurrence of a Change of Control occurs (as such term is defined in the Plan), (ii) the date of Employee's employment with the Company as terminated by reason of death, total disability (as determined by the Compensation Committee of the Board of Directors of the Company (the "Committee") using the definition of total disability of the Company's long term disability plan), or normal retirement on or after age sixty-two, or (iii) the Employee's involuntary termination from the Company prior to age sixty-two without cause. For purposes of this Agreement, "Cause" shall include the Employee's (i) indictment, conviction, or plea of guilty or nolo contendere to a misdemeanor involving moral turpitude or a felony or (ii) breach of duties to the termination of Employee’s employment due Company which cause material financial loss to his death or a disability that entitles Employee to receive benefits under a long term disability plan of the Company, which is not cured within ten days following receipt by Employee of written notice from the Board of Directors.

Forfeiture Restrictions. The DSAs issued Shares granted to Employee pursuant to this Agreement may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent then subject to the Forfeiture Restrictions (as hereinafter defined), and in the event of termination of Employee’s employment with termination from the Company for any reason (other than as provided described below), Employee shall automatically upon such termination Employee shalltermination, for no consideration, forfeit to the Company all DSAs Shares to the extent then subject to the Forfeiture Restrictions. The prohibition against transfer and the obligation to forfeit and surrender DSAs Shares to the Company upon termination of employment from the Company are herein referred to as “Forfeiture Restrictions,” and the DSAs Shares which are then subject to the Forfeiture Restrictions are herein sometimes referred to as “Restricted DSAsShares.” The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of the DSAsShares. The Forfeiture Restrictions shall lapse as to DSAs Restricted Shares issued to Employee pursuant to this Agreement as follows: (a) with respect as to 25% one-third (1/3) of the DSAsRestricted Shares granted to Employee hereunder, on the first anniversary of the Effective Date, ; (b) with respect as to 50% an additional one-third (1/3) of the DSAsRestricted Shares granted to Employee hereunder, on the second anniversary of the Effective Date, ; and (c) with respect as to 75% the remaining one-third (1/3) of the DSAsRestricted Shares granted to Employee hereunder, on the third anniversary of the Effective Date, and (d) with respect to 100% of the DSAs, on the fourth anniversary of the Effective Date. Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the DSAs on (i) Restricted Shares upon Employee’s termination from the date a Change of Control occurs or (ii) the termination Company by reason of Employee’s employment due to his death or a disability that entitles Employee or Employee’s retirement pursuant to receive benefits under a long term disability plan of the CompanyPenn Virginia Corporation and Affiliated Companies Employees’ Retirement Plan.

Forfeiture Restrictions. The DSAs issued to Employee pursuant to this Agreement Restricted Shares may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent then subject to the Forfeiture Restrictions (as hereinafter defined), and in the event of termination of Employee’s 's employment with the Company or employing subsidiary for any reason (other than as provided those described below), automatically upon such termination Employee shall, for no consideration, forfeit to the Company all DSAs Restricted Shares to the extent then subject to the Forfeiture Restrictions. The prohibition against transfer and the obligation to forfeit and surrender DSAs Restricted Shares to the Company upon termination of employment are herein referred to as “"Forfeiture Restrictions,” and the DSAs which are then subject to the Forfeiture Restrictions are herein sometimes referred to as “Restricted DSAs.” " The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of the DSAs. The Forfeiture Restrictions shall lapse as to DSAs issued to Employee pursuant to this Agreement as follows: (a) with respect to 25% of the DSAs, on the first anniversary of the Effective Date, (b) with respect to 50% of the DSAs, on the second anniversary of the Effective Date, (c) with respect to 75% of the DSAs, on the third anniversary of the Effective Date, and (d) with respect to 100% of the DSAs, on the fourth anniversary of the Effective DateRestricted Shares. Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the DSAs Restricted Shares on the earlier of (i) the date occurrence of a Change of Control occurs (as such term is defined in the Plan), (ii) the date of Employee's employment with the Company as terminated by reason of death, total disability (as determined by the Compensation Committee of the Board of Directors (the "Committee") using the definition of total disability of the Company's long term disability plan), or normal retirement on or after age sixty-two, or (iii) the Employee's involuntary termination from the Company prior to age sixty-two without cause. For purposes of this Agreement, "Cause" shall include the Employee's (i) indictment, conviction, or plea of guilty or nolo contendere to a misdemeanor involving moral turpitude or a felony or (ii) breach of duties to the termination of Employee’s employment due Company which cause material financial loss to his death or a disability that entitles Employee to receive benefits under a long term disability plan of the Company, which is not cured within ten days following receipt by Employee of written notice from the Board of Directors.

Forfeiture Restrictions. The DSAs shares of Common Stock issued to Employee pursuant to this Agreement may shall not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of (to the extent then subject to the Forfeiture Restrictions (as hereinafter definedRestrictions), and in the event of the termination of Employee’s employment with the Company for any reason (other than as provided below)reason, automatically upon such termination Employee shall, for no consideration, forfeit to the Company all DSAs and surrender such shares (to the extent then subject to the Forfeiture Restrictions) to the Company. The prohibition against transfer and the obligation to forfeit and surrender DSAs shares to the Company upon termination of employment are herein referred to as the “Forfeiture Restrictions,” and the DSAs shares which are then subject to the Forfeiture Restrictions are herein sometimes referred to as “Restricted DSAsShares.” The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of the DSAsRestricted Shares. The Forfeiture Restrictions shall lapse as to DSAs issued to the shares of Restricted Shares in accordance with the following schedule provided that Employee pursuant to this Agreement as followshas been continuously employed by the Company from the Date of Grant through the lapse date: (a) with respect to 25% Number of the DSAsShares As Lapse To Which Forfeiture Date Restrictions Lapse ___, on the first anniversary of the Effective Date2007 33,333 ___, (b) with respect to 50% of the DSAs2008 33,333 ___, on the second anniversary of the Effective Date, (c) with respect to 75% of the DSAs, on the third anniversary of the Effective Date, and (d) with respect to 100% of the DSAs, on the fourth anniversary of the Effective Date. 2009 33,334 Notwithstanding the foregoing, the Forfeiture Restrictions on all Restricted Shares shall lapse immediately (x) as to all of the DSAs on (i) date of termination if Employee’s employment with the date a Change of Control occurs or Company is terminated by Employee pursuant to Section 5(b)(i), (ii) or (iii) of that certain Employment Agreement between Employee and the Company dated September 18, 2006 (the “Employment Agreement”) or is terminated by the Company other than pursuant to Section 5(a)(i), (ii) or (iii) of the Employment Agreement and (y) as of the date of termination of Employee’s employment due with the Company if Employee’s employment is terminated by the Employee for “good reason” (as defined in the Employment Agreement) within two years after the occurrence of a “change in control” (as defined in the Employment Agreement) that occurs after the date hereof provided that Employee has been continuously employed by the Company from the date of this Agreement to his death or a disability that entitles the date of such change in control. The Restricted Shares shall be held in suspense during any period during which Employee to receive benefits under a long term disability plan is on an authorized leave of absence from the Company. Upon Employee’s return to employment with the Company following the termination of such leave of absence, Employee may continue to vest in such Restricted Shares in accordance with the provisions set forth herein and in the Plan, provided that the period during which Employee was on an authorized leave of absence shall not be counted and the lapse dates set forth above shall be extended by the period of Employee’s leave of absence.