Common use of Adjustment Provisions Clause in Contracts

Adjustment Provisions. It is understood that, prior to the expiration of the Restricted Period, certain changes in capitalization of the Corporation may occur. It is, therefore, understood and agreed with respect to changes in capitalization that: (a) If a stock dividend is declared on the Common Stock of the Corporation, there shall be added to the number of Restricted Units described in paragraph 1 of this instrument, the number of Restricted Units which the Grantee would have been entitled to if the Grantee had been fully vested and the unrestricted owner of the number of Restricted Units then held under the Award granted, but not theretofore received without restriction; provided, however, that the additional Restricted Units shall be subject to all terms and provisions of this instrument (including, without limitation, the restrictions stated in paragraph 5, above), and in making such adjustments, no fractional Restricted Units shall be awarded, and the Grantee shall be entitled to receive only the number of full Restricted Units to which the Grantee may be entitled by reason of such adjustment at the adjusted xxxxx xxxxx per share. (b) In the event of an increase in the outstanding shares of Common Stock of the Corporation, effectuated for the purpose of acquiring properties or securities of another corporation or business enterprise, there shall be no increase in the number of shares of Restricted Units which are the subject matter of the Award evidenced by this instrument as a result of such acquisition. (c) In the event of an increase or decrease in the number of outstanding shares of Common Stock of the Corporation through recapitalization, reclassification, stock split-ups, consolidation of shares, changes in par value and the like, an appropriate adjustment shall be made in the number of Restricted Units described in paragraph 1 of this instrument, by increasing or decreasing the number of Restricted Units, as may be required to enable the Grantee to acquire the same proportionate stockholdings as the grant of the Award would originally have provided. Provided, however, that any additional Restricted Units shall be subject to all terms and provisions of this instrument (including, without limitation, the restrictions stated in paragraph 5, above), and that in making such adjustments, no fractional Restricted Units shall be awarded, and the Grantee shall be entitled to receive only the number of full Restricted Units to which the Grantee may be entitled by reason of such adjustment. (d) Except with respect to the time of payment of any compensation deferred under this instrument, to the extent Restricted Units are still restricted and not vested in Grantee at the time of a Change in Control with respect to the Corporation, then pursuant to the provisions of the Plan, they shall become fully vested and completely unrestricted and free and clear of any restrictions stated herein at that time; provided, that if such Change in Control

Adjustment Provisions. It is understood that, prior to the expiration of the Restricted Period, certain changes in capitalization of the Corporation may occur. It is, therefore, understood and agreed with respect to changes in capitalization that: (a) If a stock dividend is declared on the Common Stock of the Corporation, there shall be added to the number of Restricted Units described in paragraph 1 of this instrument, the number of Restricted Units which the Grantee would have been entitled to if the Grantee had been the fully vested and the unrestricted owner of the number of Restricted Units then held under the Award granted, but not theretofore received without restriction; provided, however, that the additional Restricted Units shall be subject to all terms and provisions of this instrument (including, without limitation, the restrictions stated in paragraph 5, above), and in making such adjustments, no fractional Restricted Units shall be awarded, and the Grantee shall be entitled to receive only the number of full Restricted Units to which the Grantee may be entitled by reason of such adjustment at the adjusted xxxxx xxxxx per share. (b) In the event of an increase in the outstanding shares of Common Stock of the Corporation, effectuated for the purpose of acquiring properties or securities of another corporation or business enterprise, there shall be no increase in the number of shares of Restricted Units which are the subject matter of the Award evidenced by this instrument as a result of such acquisition. (c) In the event of an increase or decrease in the number of outstanding shares of Common Stock of the Corporation through recapitalization, reclassification, stock split-ups, consolidation of shares, changes in par value and the like, an appropriate adjustment shall be made in the number of Restricted Units described in paragraph 1 of this instrument, by increasing or decreasing the number of Restricted Units, as may be required to enable the Grantee to acquire the same proportionate stockholdings as the grant of the Award would originally have provided. Provided, however, that any additional Restricted Units shall be subject to all terms and provisions of this instrument (including, without limitation, the restrictions stated in paragraph 5, above), and that in making such adjustments, no fractional Restricted Units shall be awarded, and the Grantee shall be entitled to receive only the number of full Restricted Units to which the Grantee may be entitled by reason of such adjustment. (d) Except with respect Notwithstanding any provision to the time of payment of any compensation deferred under this instrumentcontrary stated herein, to the extent Restricted Units are still restricted and not vested in Grantee at the time of a Change in Control with respect to the Corporation, then pursuant to the provisions of the Plan, they shall become fully vested and completely unrestricted and free and clear of any restrictions stated herein at that time; provided, that if such Change in Control occurs less than six (6) months after the date of the grant of Restricted Units to the Grantee, then Restricted Units shall become fully vested and completely unrestricted and free and clear of any restrictions stated herein at the time of such Change in Control only if the Grantee agrees in writing, if requested by the Corporation in writing, to remain in the employ of the Corporation or a division or subsidiary of the Corporation at least through the date which is six (6) months after the date the grant was made with substantially the same title, duties, authority, reporting relationships, and compensation as on the day immediately preceding the Change in Control. The provisions of this subparagraph (d) shall be applied in addition to, and shall not reduce, modify, or change any other obligation or right of the Grantee otherwise provided for in paragraph 3, above, concerning the Grantee’s continued employment with the Corporation or the termination thereof. If the Restricted Units become subject to this subparagraph (d), they shall become fully vested in the Grantee and nonforfeitable. Such Restricted Units are subject to the provisions of the Plan authorizing the Corporation, or a committee of its Board of Directors, to provide in advance or at the time of a Change in Control for cash to be paid in settlement of the Restricted Units, all subject to such terms and conditions as the Corporation or the Committee, in its sole discretion, may determine and impose. For purposes of this subparagraph (d), the term “Change in Control” shall have the same meaning as provided in the definition of that term stated in the Plan, including any amendments thereof which may be made from time to time in the future pursuant to the provisions of the Plan, with any amended definition of such term to apply to all events thereafter coming within the amended meaning.

Adjustment Provisions. It is understood that, prior to the expiration of the Restricted Period, Performance Period certain changes in capitalization of the Corporation Company may occur. It is, therefore, understood and agreed with respect to changes in capitalization that: (a) If a stock dividend is declared on the Common Stock of the CorporationCompany, which has not been granted as a dividend equivalent, there shall be added to the number of Restricted Performance Units described provided for under the Award and stated in paragraph 1 of this instrumentAgreement, the number of Restricted Performance Units equal to the number of Performance Units which the Grantee would have been entitled granted to if the Grantee had the Grantee been the fully vested and the unrestricted owner of the number of Restricted Performance Units then held provided for under the Award granted, but not theretofore received without restriction; provided, however, that the additional Restricted Performance Units shall be subject to all terms and provisions of this instrument (including, without limitation, the restrictions stated in paragraph 5, above)Agreement, and in making such adjustments, no fractional Restricted Units units, shares, or scrip certificates in lieu thereof, shall be awardedgranted or issuable by the Company, and the Grantee shall be entitled to receive only the number of full Restricted Performance Units to which the Grantee may be entitled by reason of such adjustment at the adjusted xxxxx xxxxx per sharegrant. (b) In the event of an increase in the outstanding shares of Common Stock of the CorporationCompany, effectuated for the purpose of acquiring properties or securities of another corporation Company or business enterprise, there shall be no increase in the number of shares of Restricted Performance Units which are the subject matter of the Award evidenced by under this instrument Agreement as a result of such acquisition. (c) In the event of an increase or decrease in the number of outstanding shares of Common Stock of the Corporation Company through recapitalization, reclassification, stock split-ups, consolidation of shares, changes in par value and the like, an appropriate adjustment shall be made in the number of Restricted Performance Units described provided for under the Award and stated in paragraph Section 1 of this instrumentAgreement, by increasing or decreasing the number of Restricted Performance Units, as may be required to enable the Grantee to acquire the same proportionate stockholdings as the grant of the Award would originally have provided. Provided, however, that any additional Restricted Performance Units shall be subject to all terms and provisions of this instrument (including, without limitation, the restrictions stated in paragraph 5, above), Agreement and that in making such adjustments, no fractional Restricted Performance Units shall be awarded, and the Grantee shall be entitled to receive only the number of full Restricted Performance Units to which the Grantee may be entitled by reason of such adjustment. (d) Except as otherwise provided for with respect to the time of payment of any deferred compensation deferred under this instrumentin paragraph 6, above, to the extent Restricted Performance Units are still restricted and not vested in Grantee at the time of a Change in Control with respect to the CorporationCompany, then pursuant to the provisions of the Plan, they shall become fully vested and completely unrestricted and free and clear of any conditions or restrictions stated herein at that time; provided, that if such Change in Control occurs less than six (6) months after the Grant Date to the Grantee, then Performance Units shall become fully vested and completely free and clear of any conditions or restrictions stated herein at the time of such Change in Control only if the Grantee agrees in writing, if requested by the Company in writing, to remain in the employ of the Company or Subsidiary at least through the date which is six (6) months after the Grant Date with substantially the same title, duties, authority, reporting relationships, and compensation as on the day immediately preceding the Change in Control. The provisions of this subparagraph (d) shall be applied in addition to, and shall not reduce, modify, or change any other obligation or right of the Grantee otherwise provided for in paragraph 3, above, concerning the Grantee’s continued employment with the Company or the termination thereof. If the Performance Units become subject to this subparagraph (d), they shall become fully vested in the Grantee and nonforfeitable. The Performance Units are subject to the provisions of the Plan authorizing the Company, or a committee of its Board of Directors, to provide in advance or at the time of a Change in Control for cash to be paid in actual settlement of the shares of Common Stock for earned Performance Units, all subject to such terms and conditions as the Company or the Committee, in its sole discretion, may determine and impose. For purposes of this subparagraph (d), the term “Change in Control” shall have the same meaning as provided in the definition of that term stated in the Plan, including any amendments thereof.

Adjustment Provisions. It is understood that, prior to the expiration of the Restricted Period, certain changes in capitalization of the Corporation may occur. It is, therefore, understood and agreed with respect to changes in capitalization that: (a) If a stock dividend is declared on the Common Stock of the Corporation, which has not been granted as a dividend equivalent, there shall be added to the number of Restricted Units described in paragraph 1 of this instrumentAgreement, the number of Restricted Units which the Grantee would have been entitled to if the Grantee had been fully vested and the unrestricted owner of the number of Restricted Units then held under the Award granted, but not theretofore received without restriction; provided, however, that the additional Restricted Units shall be subject to all terms and provisions of this instrument Agreement (including, without limitation, the restrictions stated in paragraph 5, above), and in making such adjustments, no fractional Restricted Units shall be awarded, and the Grantee shall be entitled to receive only the number of full Restricted Units to which the Grantee may be entitled by reason of such adjustment at the adjusted xxxxx xxxxx per share. (b) In the event of an increase in the outstanding shares of Common Stock of the Corporation, effectuated for the purpose of acquiring properties or securities of another corporation or business enterprise, there shall be no increase in the number of shares of Restricted Units which are the subject matter of the Award evidenced by this instrument Agreement as a result of such acquisition. (c) In the event of an increase or decrease in the number of outstanding shares of Common Stock of the Corporation through recapitalization, reclassification, stock split-ups, consolidation of shares, changes in par value and the like, an appropriate adjustment shall be made in the number of Restricted Units described in paragraph 1 of this instrumentAgreement, by increasing or decreasing the number of Restricted Units, as may be required to enable the Grantee to acquire the same proportionate stockholdings as the grant of the Award would originally have provided. Provided, however, that any additional Restricted Units shall be subject to all terms and provisions of this instrument Agreement (including, without limitation, the restrictions stated in paragraph 5, above), and that in making such adjustments, no fractional Restricted Units shall be awarded, and the Grantee shall be entitled to receive only the number of full Restricted Units to which the Grantee may be entitled by reason of such adjustment. (d) Except with respect to the time of payment of any compensation deferred under this instrumentAgreement, to the extent Restricted Units are still restricted and not vested in Grantee at the time of a Change in Control with respect to the Corporation, then pursuant to the provisions of the Plan, they shall become fully vested and completely unrestricted and free and clear of any restrictions stated herein at that time; provided, that if such Change in Control occurs less than six (6) months after the date of the grant of Restricted Units to the Grantee, then Restricted Units shall become fully vested and completely unrestricted and free and clear of any restrictions stated herein at the time of such Change in Control only if the Grantee agrees in writing, if requested by the Corporation in writing, to remain in the employ of the Corporation or a division or subsidiary of the Corporation at least through the date which is six (6) months after the date the grant was made with substantially the same title, duties, authority, reporting relationships, and compensation as on the day immediately preceding the Change in Control. The provisions of this subparagraph (d) shall be applied in addition to, and shall not reduce, modify, or change any other obligation or right of the Grantee otherwise provided for in paragraph 3, above, concerning the Grantee’s continued employment with the Corporation or the termination thereof. If the Restricted Units become subject to this subparagraph (d), they shall become fully vested in the Grantee and nonforfeitable. Such Restricted Units are subject to the provisions of the Plan authorizing the Corporation, or a committee of its Board of Directors, to provide in advance or at the time of a Change in Control for cash to be paid in settlement of the Restricted Units, all subject to such terms and conditions as the Corporation or the Committee, in its sole discretion, may determine and impose. For purposes of this subparagraph (d), the term “Change in Control” shall have the same meaning as provided in the definition of that term stated in the Plan, including any amendments thereof which may be made from time to time in the future pursuant to the provisions of the Plan, with any amended definition of such term to apply to all events thereafter coming within the amended meaning.

Adjustment Provisions. It is understood that, prior to the expiration of the Restricted Period, Performance Period certain changes in capitalization of the Corporation may occur. It is, therefore, understood and agreed with respect to changes in capitalization that: (a) If a stock dividend is declared on the Common Stock of the Corporation, which has not been granted as a dividend equivalent, there shall be added to the number of Restricted Performance Units described provided for under the Award and stated in paragraph 1 of this instrumentAgreement, the number of Restricted Performance Units equal to the number of Performance Units which the Grantee would have been entitled granted to if the Grantee had the Grantee been the fully vested and the unrestricted owner of the number of Restricted Performance Units then held provided for under the Award granted, but not theretofore received without restriction; provided, however, that the additional Restricted Performance Units shall be subject to all terms and provisions of this instrument Agreement (including, without limitation, the restrictions terms and conditions stated in paragraph 5, above), and in making such adjustments, no fractional Restricted Units units, shares, or scrip certificates in lieu thereof, shall be awardedgranted or issuable by the Corporation, and the Grantee shall be entitled to receive only the number of full Restricted Performance Units to which the Grantee may be entitled by reason of such adjustment at the adjusted xxxxx xxxxx per sharegrant. (b) In the event of an increase in the outstanding shares of Common Stock of the Corporation, effectuated for the purpose of acquiring properties or securities of another corporation or business enterprise, there shall be no increase in the number of shares of Restricted Performance Units which are the subject matter of the Award evidenced by under this instrument Agreement as a result of such acquisition. (c) In the event of an increase or decrease in the number of outstanding shares of Common Stock of the Corporation through recapitalization, reclassification, stock split-ups, consolidation of shares, changes in par value and the like, an appropriate adjustment shall be made in the number of Restricted Performance Units described provided for under the Award and stated in paragraph Section 1 of this instrumentAgreement, by increasing or decreasing the number of Restricted Performance Units, as may be required to enable the Grantee to acquire the same proportionate stockholdings as the grant of the Award would originally have provided. Provided, however, that any additional Restricted Performance Units shall be subject to all terms and provisions of this instrument Agreement (including, without limitation, the restrictions stated in paragraph 5, above), and that in making such adjustments, no fractional Restricted Performance Units shall be awarded, and the Grantee shall be entitled to receive only the number of full Restricted Performance Units to which the Grantee may be entitled by reason of such adjustment. (d) Except as otherwise provided for with respect to the time of payment of any deferred compensation deferred under this instrumentin paragraph 6, above, to the extent Restricted Performance Units are still restricted and not vested in Grantee at the time of a Change in Control with respect to the Corporation, then pursuant to the provisions of the Plan, they shall become fully vested and completely unrestricted and free and clear of any conditions or restrictions stated herein at that time; provided, that if such Change in ControlControl occurs less than six (6) months after the date of the grant of the Award hereunder to the Grantee, then Performance Units shall become fully vested and completely free and clear of any conditions or restrictions stated herein at the time of such Change in Control only if the Grantee agrees in writing, if requested by the Corporation in writing, to remain in the employ of the Corporation or a division or subsidiary of the Corporation at least through the date which is six (6) months after the date the grant was made with substantially the same title, duties, authority, reporting relationships, and compensation as on the day immediately preceding the Change in

Adjustment Provisions. It is understood that, prior to the expiration of the Restricted Period, Performance Period certain changes in capitalization of the Corporation may occur. It is, therefore, understood and agreed with respect to changes in capitalization that: (a) If a stock dividend is declared on the Common Stock of the Corporation, there shall be added to the number of Restricted Performance Units described provided for under the Award and stated in paragraph 1 of this instrument, the number of Restricted Performance Units equal to the number of Performance Units which the Grantee would have been entitled granted to if the Grantee had the Grantee been the fully vested and the unrestricted owner of the number of Restricted Performance Units then held provided for under the Award granted, but not theretofore received without restriction; provided, however, that the additional Restricted Performance Units shall be subject to all terms and provisions of this instrument (including, without limitation, the restrictions terms and conditions stated in paragraph 5, above), and in making such adjustments, no fractional Restricted Units units, shares, or scrip certificates in lieu thereof, shall be awardedgranted or issuable by the Corporation, and the Grantee shall be entitled to receive only the number of full Restricted Performance Units to which the Grantee may be entitled by reason of such adjustment at the adjusted xxxxx xxxxx per sharegrant. (b) In the event of an increase in the outstanding shares of Common Stock of the Corporation, effectuated for the purpose of acquiring properties or securities of another corporation or business enterprise, there shall be no increase in the number of shares of Restricted Performance Units which are the subject matter of the Award evidenced by under this instrument as a result of such acquisition. (c) In the event of an increase or decrease in the number of outstanding shares of Common Stock of the Corporation through recapitalization, reclassification, stock split-ups, consolidation of shares, changes in par value and the like, an appropriate adjustment shall be made in the number of Restricted Performance Units described provided for under the Award and stated in paragraph Section 1 of this instrument, by increasing or decreasing the number of Restricted Performance Units, as may be required to enable the Grantee to acquire the same proportionate stockholdings as the grant of the Award would originally have provided. Provided, however, that any additional Restricted Performance Units shall be subject to all terms and provisions of this instrument (including, without limitation, the restrictions stated in paragraph 5, above), and that in making such adjustments, no fractional Restricted Performance Units shall be awarded, and the Grantee shall be entitled to receive only the number of full Restricted Performance Units to which the Grantee may be entitled by reason of such adjustment. (d) Except with respect Notwithstanding any provision to the time of payment of any compensation deferred under this instrumentcontrary stated herein, to the extent Restricted Performance Units are still restricted and not vested in Grantee at the time of a Change in Control with respect to the Corporation, then pursuant to the provisions of the Plan, they shall become fully vested and completely unrestricted and free and clear of any conditions or restrictions stated herein at that time; provided, that if such Change in Control occurs less than six (6) months after the date of the grant of the Award hereunder to the Grantee, then Performance Units shall become fully vested and completely free and clear of any conditions or restrictions stated herein at the time of such Change in Control only if the Grantee agrees in writing, if requested by the Corporation in writing, to remain in the employ of the Corporation or a division or subsidiary of the Corporation at least through the date which is six (6) months after the date the grant was made with substantially the same title, duties, authority, reporting relationships, and compensation as on the day immediately preceding the Change in Control. The provisions of this subparagraph (d) shall be applied in addition to, and shall not reduce, modify, or change any other obligation or right of the Grantee otherwise provided for in paragraph 3, above, concerning the Grantee's continued employment with the Corporation or the termination thereof. If the Performance Units become subject to this subparagraph (d), they shall become fully vested in the Grantee and nonforfeitable. The Performance Units are subject to the provisions of the Plan authorizing the Corporation, or a committee of its Board of Directors, to provide in advance or at the time of a Change in Control for cash to be paid in actual settlement of the shares of Common Stock for earned Performance Units, all subject to such terms and conditions as the Corporation or the Committee, in its sole discretion, may determine and impose. For purposes of this subparagraph (d), the term "Change in Control" shall have the same meaning as provided in the definition of that term stated in the Plan, including any amendments thereof which may be made from time to time in the future pursuant to the provisions of the Plan, with any amended definition of such term to apply to all events thereafter coming within the amended meaning.

Adjustment Provisions. It is understood that, prior to the expiration of the Restricted Period, Performance Period certain changes in capitalization of the Corporation may occur. It is, therefore, understood and agreed with respect to changes in capitalization that: (a) If a stock dividend is declared on the Common Stock of the Corporation, there shall be added to the number of Restricted Performance Units described provided for under the Award and stated in paragraph 1 of this instrument, the number of Restricted Performance Units equal to the number of Performance Units which the Grantee would have been entitled granted to if the Grantee had the Grantee been the fully vested and the unrestricted owner of the number of Restricted Performance Units then held provided for under the Award granted, but not theretofore received without restriction; provided, however, that the additional Restricted Performance Units shall be subject to all terms and provisions of this instrument (including, without limitation, the restrictions terms and conditions stated in paragraph 5, above), and in making such adjustments, no fractional Restricted Units units, shares, or scrip certificates in lieu thereof, shall be awardedgranted or issuable by the Corporation, and the Grantee shall be entitled to receive only the number of full Restricted Performance Units to which the Grantee may be entitled by reason of such adjustment at the adjusted xxxxx xxxxx per sharegrant. (b) In the event of an increase in the outstanding shares of Common Stock of the Corporation, effectuated for the purpose of acquiring properties or securities of another corporation or business enterprise, there shall be no increase in the number of shares of Restricted Performance Units which are the subject matter of the Award evidenced by under this instrument as a result of such acquisition. (c) In the event of an increase or decrease in the number of outstanding shares of Common Stock of the Corporation through recapitalization, reclassification, stock split-ups, consolidation of shares, changes in par value and the like, an appropriate adjustment shall be made in the number of Restricted Performance Units described provided for under the Award and stated in paragraph Section 1 of this instrument, by increasing or decreasing the number of Restricted Performance Units, as may be required to enable the Grantee to acquire the same proportionate stockholdings as the grant of the Award would originally have provided. Provided, however, that any additional Restricted Performance Units shall be subject to all terms and provisions of this instrument (including, without limitation, the restrictions stated in paragraph 5, above), and that in making such adjustments, no fractional Restricted Performance Units shall be awarded, and the Grantee shall be entitled to receive only the number of full Restricted Performance Units to which the Grantee may be entitled by reason of such adjustment. (d) Except as otherwise provided for with respect to the time of payment of any deferred compensation deferred under this instrumentin paragraph 6, above, to the extent Restricted Performance Units are still restricted and not vested in Grantee at the time of a Change in Control with respect to the Corporation, then pursuant to the provisions of the Plan, they shall become fully vested and completely unrestricted and free and clear of any conditions or restrictions stated herein at that time; provided, that if such Change in Control occurs less than six (6) months after the date of the grant of the Award hereunder to the Grantee, then Performance Units shall become fully vested and completely free and clear of any conditions or restrictions stated herein at the time of such Change in Control only if the Grantee agrees in writing, if requested by the Corporation in writing, to remain in the employ of the Corporation or a division or subsidiary of the Corporation at least through the date which is six (6) months after the date the grant was made with substantially the same title, duties, authority, reporting relationships, and compensation as on the day immediately preceding the Change in Control. The provisions of this subparagraph (d) shall be applied in addition to, and shall not reduce, modify, or change any other obligation or right of the Grantee otherwise provided for in paragraph 3, above, concerning the Grantee’s continued employment with the Corporation or the termination thereof. If the Performance Units become subject to this subparagraph (d), they shall become fully vested in the Grantee and nonforfeitable. The Performance Units are subject to the provisions of the Plan authorizing the Corporation, or a committee of its Board of Directors, to provide in advance or at the time of a Change in Control for cash to be paid in actual settlement of the shares of Common Stock for earned Performance Units, all subject to such terms and conditions as the Corporation or the Committee, in its sole discretion, may determine and impose. For purposes of this subparagraph (d), the term “Change in Control” shall have the same meaning as provided in the definition of that term stated in the Plan, including any amendments thereof which may be made from time to time in the future pursuant to the provisions of the Plan, with any amended definition of such term to apply to all events thereafter coming within the amended meaning.

Adjustment Provisions. It is understood that, prior to the expiration of the Restricted Period, certain changes in capitalization of the Corporation may occur. It is, therefore, understood and agreed with respect to changes in capitalization that: (a) If a stock dividend is declared on the Common Stock of the Corporation, which has not been granted as a dividend equivalent, there shall be added to the number of Restricted Units described in paragraph 1 of this instrumentAgreement , the number of Restricted Units which the Grantee would have been entitled to if the Grantee had been fully vested and the unrestricted owner of the number of Restricted Units then held under the Award granted, but not theretofore received without restriction; provided, however, that the additional Restricted Units shall be subject to all terms and provisions of this instrument Agreement (including, without limitation, the restrictions stated in paragraph 5, above), and in making such adjustments, no fractional Restricted Units shall be awarded, and the Grantee shall be entitled to receive only the number of full Restricted Units to which the Grantee may be entitled by reason of such adjustment at the adjusted xxxxx xxxxx per share. (b) In the event of an increase in the outstanding shares of Common Stock of the Corporation, effectuated for the purpose of acquiring properties or securities of another corporation or business enterprise, there shall be no increase in the number of shares of Restricted Units which are the subject matter of the Award evidenced by this instrument Agreement as a result of such acquisition. (c) In the event of an increase or decrease in the number of outstanding shares of Common Stock of the Corporation through recapitalization, reclassification, stock split-ups, consolidation of shares, changes in par value and the like, an appropriate adjustment shall be made in the number of Restricted Units described in paragraph 1 of this instrumentAgreement , by increasing or decreasing the number of Restricted Units, as may be required to enable the Grantee to acquire the same proportionate stockholdings as the grant of the Award would originally have provided. Provided, however, that any additional Restricted Units shall be subject to all terms and provisions of this instrument Agreement (including, without limitation, the restrictions stated in paragraph 5, above), and that in making such adjustments, no fractional Restricted Units shall be awarded, and the Grantee shall be entitled to receive only the number of full Restricted Units to which the Grantee may be entitled by reason of such adjustment. (d) Except with respect to the time of payment of any compensation deferred under this instrumentAgreement , to the extent Restricted Units are still restricted and not vested in Grantee at the time of a Change in Control with respect to the Corporation, then pursuant to the provisions of the Plan, they shall become fully vested and completely unrestricted and free and clear of any restrictions stated herein at that time; provided, that if such Change in Controlany

Adjustment Provisions. It is understood that, prior to the expiration of the Restricted PeriodPerformance Period provided in paragraph 5.(a), certain changes in capitalization of the Corporation may occur. It is, therefore, understood and agreed with respect to changes in capitalization that: (a) If a stock dividend is declared on the Common Stock of the Corporation, there shall be added to the number of Restricted Performance Share Units described provided for under the Award and stated in paragraph Section 1 of this instrument, the number of Restricted Performance Share Units equal to the number of Performance Share Units which the Grantee would have been entitled granted to if the Grantee had the Grantee been the fully vested and the unrestricted owner of the number of Restricted Performance Share Units then held provided for under the Award granted, but not theretofore received without restriction; provided, however, that the additional Restricted Performance Share Units shall be subject to all terms and provisions of this instrument (including, without limitation, the restrictions stated in paragraph 5, above), and in making such adjustments, no fractional Restricted Units units, shares, or scrip certificates in lieu thereof, shall be awardedgranted or issuable by the Corporation, and the Grantee shall be entitled to receive only the number of full Restricted Performance Share Units to which the Grantee may be entitled by reason of such adjustment at the adjusted xxxxx xxxxx per sharegrant. (b) In the event of an increase in the outstanding shares of Common Stock of the Corporation, effectuated for the purpose of acquiring properties or securities of another corporation or business enterprise, there shall be no increase in the number of shares of Restricted Performance Share Units which are the subject matter of the Award evidenced by under this instrument as a result of such acquisition. (c) In the event of an increase or decrease in the number of outstanding shares of Common Stock of the Corporation through recapitalization, reclassification, stock split-ups, consolidation of shares, changes in par value and the like, an appropriate adjustment shall be made in the number of Restricted Performance Share Units described provided for under the Award and stated in paragraph Section 1 of this instrument, by increasing or decreasing the number of Restricted Performance Share Units, as may be required to enable the Grantee to acquire the same proportionate stockholdings as the grant of the Award would originally have provided. Provided, however, that any additional Restricted Performance Share Units shall be subject to all terms and provisions of this instrument (including, without limitation, the restrictions stated in paragraph 5, above), and that in making such adjustments, no fractional Restricted Performance Share Units shall be awarded, and the Grantee shall be entitled to receive only the number of full Restricted Performance Share Units to which the Grantee may be entitled by reason of such adjustment. (d) Except with respect Notwithstanding any provision to the time of payment of any compensation deferred under this instrumentcontrary stated herein, to the extent Restricted Performance Share Units are still restricted and not vested in Grantee at the time of a Change in Control with respect to the Corporation, then pursuant to the provisions of Section 8 of the Plan, they shall become fully vested and completely unrestricted and free and clear of any conditions or restrictions stated herein at that time; provided, that if such Change in Control occurs less than six (6) months after the date of the grant of the Award hereunder to the Grantee, then Performance Share Units shall become fully vested and completely free and clear of any conditions or restrictions stated herein at the time of such Change in Control only if the Grantee agrees in writing, if requested by the Corporation in writing, to remain in the employ of the Corporation or a division or subsidiary of the Corporation at least through the date which is six (6) months after the date the grant was made with substantially the same title, duties, authority, reporting relationships, and compensation as on the day immediately preceding the Change in Control. The provisions of this subparagraph (d) shall be applied in addition to, and shall not reduce, modify, or change any other obligation or right of the Grantee otherwise provided for in paragraph 3, above, concerning the Grantee’s continued employment with the Corporation or the termination thereof. If the Performance Share Units become subject to this subparagraph (d), they shall become fully vested in the Grantee and nonforfeitable. The Performance Share Units are subject to the provisions of

Adjustment Provisions. It is understood that, prior to the expiration of the Restricted PeriodPeriod provided in paragraph 5.(a), certain changes in capitalization of the Corporation may occur. It is, therefore, understood and agreed with respect to changes in capitalization that: (a) If a stock dividend is declared on the Common Stock of the Corporation, there shall be added to the number of Restricted Stock Incentive Units described in paragraph Section 1 of this instrument, the number of Restricted Stock Incentive Units which the Grantee would have been entitled to if the Grantee had been the fully vested and the unrestricted owner of the number of Restricted Stock Incentive Units then held under the Award granted, but not theretofore received without restriction; provided, however, that the additional Restricted Stock Incentive Units shall be subject to all terms and provisions of this instrument (including, without limitation, the restrictions stated in paragraph 5, above), and in making such adjustments, no fractional Restricted Stock Incentive Units shall be awarded, and the Grantee shall be entitled to receive only the number of full Restricted Stock Incentive Units to which the Grantee may be entitled by reason of such adjustment at the adjusted xxxxx xxxxx per share. (b) In the event of an increase in the outstanding shares of Common Stock of the Corporation, effectuated for the purpose of acquiring properties or securities of another corporation or business enterprise, there shall be no increase in the number of shares of Restricted Stock Incentive Units which are the subject matter of the Award evidenced by this instrument as a result of such acquisition. (c) In the event of an increase or decrease in the number of outstanding shares of Common Stock of the Corporation through recapitalization, reclassification, stock split-ups, consolidation of shares, changes in par value and the like, an appropriate adjustment shall be made in the number of Restricted Stock Incentive Units described in paragraph Section 1 of this instrument, by increasing or decreasing the number of Restricted Stock Incentive Units, as may be required to enable the Grantee to acquire the same proportionate stockholdings as the grant of the Award would originally have provided. Provided, however, that any additional Restricted Stock Incentive Units shall be subject to all terms and provisions of this instrument (including, without limitation, the restrictions stated in paragraph 5, above), and that in making such adjustments, no fractional Restricted Stock Incentive Units shall be awarded, and the Grantee shall be entitled to receive only the number of full Restricted Stock Incentive Units to which the Grantee may be entitled by reason of such adjustment. (d) Except with respect Notwithstanding any provision to the time of payment of any compensation deferred under this instrumentcontrary stated herein, to the extent Restricted Stock Incentive Units are still restricted and not vested in Grantee at the time of a Change in Control with respect to the Corporation, then pursuant to the provisions of Section 8 of the Plan, they shall become fully vested and completely unrestricted and free and clear of any restrictions stated herein at that time; provided, that if such Change in Control occurs less than six (6) months after the date of the grant of Restricted Stock Incentive Units to the Grantee, then Restricted Stock Incentive Units shall become fully vested and completely unrestricted and free and clear of any restrictions stated herein at the time of such Change in Control only if the Grantee agrees in writing, if requested by the Corporation in writing, to remain in the employ of the Corporation or a division or subsidiary of the Corporation at least through the date which is six (6) months after the date the grant was made with substantially the same title, duties, authority, reporting relationships, and compensation as on the day immediately preceding the Change in Control. The provisions of this subparagraph (d) shall be applied in addition to, and shall not reduce, modify, or change any other obligation or right of the Grantee otherwise provided for in paragraph 3, above, concerning the Grantee’s continued employment with the Corporation or the termination thereof. If the Restricted Stock Incentive Units become subject to this subparagraph (d), they shall become fully vested in the Grantee and nonforfeitable. Such Restricted Stock Incentive Units are subject to the provisions of Section 5(c) of the Plan authorizing the Corporation, or a committee of its Board of Directors, to provide in advance or at the time of a Change in Control for cash to be paid in settlement of the Restricted Stock Incentive Units, all subject to such terms and conditions as the Corporation or the Committee, in its sole discretion, may determine and impose. For purposes of this subparagraph (d), the term “Change in Control” shall have the same meaning as provided in the definition thereof stated in Section 2(c) of the Plan, including any amendments thereof which may be made from time to time in the future pursuant to the provisions of the Plan, with any amended definition of such term to apply to all events thereafter coming within the amended meaning.

Adjustment Provisions. It is understood that, prior to the expiration of the Restricted Period, certain changes in capitalization of the Corporation may occur. It is, therefore, understood and agreed with respect to changes in capitalization that: (a) If a stock dividend is declared on the Common Stock of the Corporation, there shall be added to the number of Restricted Units described in paragraph 1 of this instrument, the number of Restricted Units which the Grantee would have been entitled to if the Grantee had been fully vested and the unrestricted owner of the number of Restricted Units then held under the Award granted, but not theretofore received without restriction; provided, however, that the additional Restricted Units shall be subject to all terms and provisions of this instrument (including, without limitation, the restrictions stated in paragraph 5, above), and in making such adjustments, no fractional Restricted Units shall be awarded, and the Grantee shall be entitled to receive only the number of full Restricted Units to which the Grantee may be entitled by reason of such adjustment at the adjusted xxxxx xxxxx per share. (b) In the event of an increase in the outstanding shares of Common Stock of the Corporation, effectuated for the purpose of acquiring properties or securities of another corporation or business enterprise, there shall be no increase in the number of shares of Restricted Units which are the subject matter of the Award evidenced by this instrument as a result of such acquisition. (c) In the event of an increase or decrease in the number of outstanding shares of Common Stock of the Corporation through recapitalization, reclassification, stock split-ups, consolidation of shares, changes in par value and the like, an appropriate adjustment shall be made in the number of Restricted Units described in paragraph 1 of this instrument, by increasing or decreasing the number of Restricted Units, as may be required to enable the Grantee to acquire the same proportionate stockholdings as the grant of the Award would originally have provided. Provided, however, that any additional Restricted Units shall be subject to all terms and provisions of this instrument (including, without limitation, the restrictions stated in paragraph 5, above), and that in making such adjustments, no fractional Restricted Units shall be awarded, and the Grantee shall be entitled to receive only the number of full Restricted Units to which the Grantee may be entitled by reason of such adjustment. (d) Except with respect to the time of payment of any compensation deferred under this instrument, to the extent Restricted Units are still restricted and not vested in Grantee at the time of a Change in Control with respect to the Corporation, then pursuant to the provisions of the Plan, they shall become fully vested and completely unrestricted and free and clear of any restrictions stated herein at that time; provided, that if such Change in Control occurs less than six (6) months after the date of the grant of Restricted Units to the Grantee, then Restricted Units shall become fully vested and completely unrestricted and free and clear of any restrictions stated herein at the time of such Change in Control only if the Grantee agrees in writing, if requested by the Corporation in writing, to remain in the employ of the Corporation or a division or subsidiary of the Corporation at least through the date which is six (6) months after the date the grant was made with substantially the same title, duties, authority, reporting relationships, and compensation as on the day immediately preceding the Change in Control. The provisions of this subparagraph (d) shall be applied in addition to, and shall not reduce, modify, or change any other obligation or right of the Grantee otherwise provided for in paragraph 3, above, concerning the Grantee’s continued employment with the Corporation or the termination thereof. If the Restricted Units become subject to this subparagraph (d), they shall become fully vested in the Grantee and nonforfeitable. Such Restricted Units are subject to the provisions of the Plan authorizing the Corporation, or a committee of its Board of Directors, to provide in advance or at the time of a Change in Control for cash to be paid in settlement of the Restricted Units, all subject to such terms and conditions as the Corporation or the Committee, in its sole discretion, may determine and impose. For purposes of this subparagraph (d), the term “Change in Control” shall have the same meaning as provided in the definition of that term stated in the Plan, including any amendments thereof which may be made from time to time in the future pursuant to the provisions of the Plan, with any amended definition of such term to apply to all events thereafter coming within the amended meaning.

Adjustment Provisions. It is understood that, prior to the expiration of the Restricted Period, certain changes in capitalization of the Corporation Company may occur. It is, therefore, understood and agreed with respect to changes in capitalization that: (a) If a stock dividend is declared on the Common Stock of the CorporationCompany, which has not been granted as a dividend equivalent, there shall be added to the number of Restricted Units described in paragraph 1 of this instrumentAgreement, the number of Restricted Units which the Grantee would have been entitled to if the Grantee had been fully vested and the unrestricted owner of the number of Restricted Units then held under the Award granted, but not theretofore received without restriction; provided, however, that the additional Restricted Units shall be subject to all terms and provisions of this instrument (including, without limitation, the restrictions stated in paragraph 5, above), Agreement and in making such adjustments, no fractional Restricted Units shall be awarded, and the Grantee shall be entitled to receive only the number of full Restricted Units to which the Grantee may be entitled by reason of such adjustment at the adjusted xxxxx xxxxx per share. (b) In the event of an increase in the outstanding shares of Common Stock of the CorporationCompany, effectuated for the purpose of acquiring properties or securities of another corporation or business enterprise, there shall be no increase in the number of shares of Restricted Units which are the subject matter of the Award evidenced by this instrument Agreement as a result of such acquisition. (c) In the event of an increase or decrease in the number of outstanding shares of Common Stock of the Corporation Company through recapitalization, reclassification, stock split-ups, consolidation of shares, changes in par value and the like, an appropriate adjustment shall be made in the number of Restricted Units described in paragraph 1 of this instrumentAgreement, by increasing or decreasing the number of Restricted Units, as may be required to enable the Grantee to acquire the same proportionate stockholdings as the grant of the Award would originally have provided. Provided, however, that any additional Restricted Units shall be subject to all terms and provisions of this instrument (including, without limitation, the restrictions stated in paragraph 5, above), Agreement and that in making such adjustments, no fractional Restricted Units shall be awarded, and the Grantee shall be entitled to receive only the number of full Restricted Units to which the Grantee may be entitled by reason of such adjustment. (d) Except with respect to the time of payment of any compensation deferred under this instrumentAgreement, to the extent Restricted Units are still restricted and not vested in Grantee at the time of a Change in Control with respect to the CorporationCompany, then pursuant to the provisions of the Plan, they shall become fully vested and completely unrestricted and free and clear of any restrictions stated herein at that time; provided, that if such Change in ControlControl occurs less than six (6) months after the Grant Date of Restricted Units to the Grantee, then Restricted Units shall become fully vested and completely unrestricted and free and clear of any restrictions stated herein at the time of such Change in Control only if the Grantee agrees in writing, if requested by the Company in writing, to remain in the employ of the Company or Subsidiary of the Company

Adjustment Provisions. It is understood that, prior to the expiration of the Restricted PeriodPerformance Period provided in paragraph 5.(a), certain changes in capitalization of the Corporation may occur. It is, therefore, understood and agreed with respect to changes in capitalization that: (a) If a stock dividend is declared on the Common Stock of the Corporation, there shall be added to the number of Restricted Performance Share Units described in paragraph provided for under Section 1 of this instrumentAgreement, the number of Restricted Performance Share Units equal to the number of shares which the Grantee would have been entitled issuable to if the Grantee had the Grantee been the fully vested and the unrestricted owner of the number of Restricted Performance Share Units then held provided for under the Performance Shares Award granted, but not theretofore received without restriction; provided, however, that the additional Restricted Performance Share Units shall be subject to all terms and provisions of this instrument Agreement (including, without limitation, the restrictions stated in paragraph 5, above), and in making such adjustments, no fractional Restricted Units units, shares, or scrip certificates in lieu thereof, shall be awardedgranted or issuable by the Corporation, and the Grantee shall be entitled to receive only the number of full Restricted Performance Share Units to which the Grantee may be entitled by reason of such adjustment at the adjusted xxxxx xxxxx per sharegrant. (b) In the event of an increase in the outstanding shares of Common Stock of the Corporation, effectuated for the purpose of acquiring properties or securities of another corporation or business enterprise, there shall be no increase in the number of shares of Restricted Performance Share Units which are the subject matter of the Performance Shares Award evidenced by under this instrument Agreement as a result of such acquisition. (c) In the event of an increase or decrease in the number of outstanding shares of Common Stock of the Corporation through recapitalization, reclassification, stock split-ups, consolidation of shares, changes in par value and the like, an appropriate adjustment shall be made in the number of Restricted Performance Share Units described in paragraph provided for under Section 1 of this instrumentAgreement, by increasing or decreasing the number of Restricted Performance Share Units, as may be required to enable the Grantee to acquire the same proportionate stockholdings as the grant of the Performance Shares Award would originally have provided. Provided, however, that any additional Restricted Performance Share Units shall be subject to all terms and provisions of this instrument Agreement (including, without limitation, the restrictions stated in paragraph 5, above), and that in making such adjustments, no fractional Restricted Units shares, or scrip certificates in lieu thereof, shall be awardedissuable by the Corporation, and the Grantee shall be entitled to receive only the number of full Restricted Units Performance Shares to which the Grantee may be entitled by reason of such adjustment. (d) Except with respect Notwithstanding any provision to the time of payment of any compensation deferred under this instrumentcontrary stated herein, to the extent Restricted Performance Share Units are still restricted and not vested in Grantee at the time of a Change in Control with respect to the Corporation, then pursuant to the provisions of Section 8 of the Plan, they shall become fully vested and completely unrestricted and free and clear of any conditions or restrictions stated herein at that time; provided, that if such Change in Control occurs less than six (6) months after the date of the grant of the Performance Shares Award hereunder to the Grantee, then Performance Share Units shall become fully vested and completely free and clear of any conditions or restrictions stated herein at the time of such Change in Control only if the Grantee agrees in writing, if requested by the Corporation in writing, to remain in the employ of the Corporation or a division or subsidiary of the Corporation at least through the date which is six (6) months after the date the grant was made with substantially the same title, duties, authority, reporting relationships, and compensation as on the day immediately preceding the Change in Control. The provisions of this subparagraph (d) shall be applied in addition to, and shall not reduce, modify, or change any other obligation or right of the Grantee otherwise provided for in paragraph 3, above, concerning the Grantee’s continued employment with the Corporation or the termination thereof. If the Performance Share Units become subject to this subparagraph (d), they shall become fully vested in the Grantee and nonforfeitable. The Performance Share Units are subject to the provisions of the Plan authorizing the Corporation, or a committee of its Board of Directors, to provide in advance or at the time of a Change in Control for cash to be paid in actual settlement of the Performance Shares for earned Performance Share Units, all subject to such terms and conditions as the Corporation or the Committee, in its sole discretion, may determine and impose. For purposes of this subparagraph (d), the term “Change in Control” shall have the same meaning as provided in the definition of that term stated in the Plan, including any amendments thereof which may be made from time to time in the future pursuant to the provisions of the Plan, with any amended definition of such term to apply to all events thereafter coming within the amended meaning.

Adjustment Provisions. It is understood that, prior to the expiration of the Restricted Period, certain changes in capitalization of the Corporation may occur. It is, therefore, understood and agreed with respect to changes in capitalization that: (a) If a stock dividend is declared on the Common Stock of the Corporation, which has not been granted as a dividend equivalent, there shall be added to the number of Restricted Units described in paragraph 1 of this instrument, the number of Restricted Units which the Grantee would have been entitled to if the Grantee had been fully vested and the unrestricted owner of the number of Restricted Units then held under the Award granted, but not theretofore received without restriction; provided, however, that the additional Restricted Units shall be subject to all terms and provisions of this instrument (including, without limitation, the restrictions stated in paragraph 5, above), and in making such adjustments, no fractional Restricted Units shall be awarded, and the Grantee shall be entitled to receive only the number of full Restricted Units to which the Grantee may be entitled by reason of such adjustment at the adjusted xxxxx xxxxx per share. (b) In the event of an increase in the outstanding shares of Common Stock of the Corporation, effectuated for the purpose of acquiring properties or securities of another corporation or business enterprise, there shall be no increase in the number of shares of Restricted Units which are the subject matter of the Award evidenced by this instrument as a result of such acquisition. (c) In the event of an increase or decrease in the number of outstanding shares of Common Stock of the Corporation through recapitalization, reclassification, stock split-ups, consolidation of shares, changes in par value and the like, an appropriate adjustment shall be made in the number of Restricted Units described in paragraph 1 of this instrument, by increasing or decreasing the number of Restricted Units, as may be required to enable the Grantee to acquire the same proportionate stockholdings as the grant of the Award would originally have provided. Provided, however, that any additional Restricted Units shall be subject to all terms and provisions of this instrument (including, without limitation, the restrictions stated in paragraph 5, above), and that in making such adjustments, no fractional Restricted Units shall be awarded, and the Grantee shall be entitled to receive only the number of full Restricted Units to which the Grantee may be entitled by reason of such adjustment. (d) Except with respect to the time of payment of any compensation deferred under this instrument, to the extent Restricted Units are still restricted and not vested in Grantee at the time of a Change in Control with respect to the Corporation, then pursuant to the provisions of the Plan, they shall become fully vested and completely unrestricted and free and clear of any restrictions stated herein at that time; provided, that if such Change in Control occurs less than six (6) months after the date of the grant of Restricted Units to the Grantee, then Restricted Units shall become fully vested and completely unrestricted and free and clear of any restrictions stated herein at the time of such Change in Control only if the Grantee agrees in writing, if requested by the Corporation in writing, to remain in the employ of the Corporation or a division or subsidiary of the Corporation at least through the date which is six (6) months after the date the grant was made with substantially the same title, duties, authority, reporting relationships, and compensation as on the day immediately preceding the Change in Control. The provisions of this subparagraph (d) shall be applied in addition to, and shall not reduce, modify, or change any other obligation or right of the Grantee otherwise provided for in paragraph 3, above, concerning the Grantee’s continued employment with the Corporation or the termination thereof. If the Restricted Units become subject to this subparagraph (d), they shall become fully vested in the Grantee and nonforfeitable. Such Restricted Units are subject to the provisions of the Plan authorizing the Corporation, or a committee of its Board of Directors, to provide in advance or at the time of a Change in Control for cash to be paid in settlement of the Restricted Units, all subject to such terms and conditions as the Corporation or the Committee, in its sole discretion, may determine and impose. For purposes of this subparagraph (d), the term “Change in Control” shall have the same meaning as provided in the definition of that term stated in the Plan, including any amendments thereof which may be made from time to time in the future pursuant to the provisions of the Plan, with any amended definition of such term to apply to all events thereafter coming within the amended meaning.

Adjustment Provisions. It is understood that, prior to the expiration of the Restricted Period, certain changes in capitalization of the Corporation may occur. It is, therefore, understood and agreed with respect to changes in capitalization that: (a) If a stock dividend is declared on the Common Stock of the Corporation, there shall be added to the number of Restricted Units described in paragraph 1 of this instrument, the number of Restricted Units which the Grantee would have been entitled to if the Grantee had been the fully vested and the unrestricted owner of the number of Restricted Units then held under the Award granted, but not theretofore received without restriction; provided, however, that the additional Restricted Units shall be subject to all terms and provisions of this instrument (including, without limitation, the restrictions stated in paragraph 5, above), and in making such adjustments, no fractional Restricted Units shall be awarded, and the Grantee shall be entitled to receive only the number of full Restricted Units to which the Grantee may be entitled by reason of such adjustment at the adjusted xxxxx xxxxx grant price per share. (b) In the event of an increase in the outstanding xx xxx xxxxtanding shares of Common Stock of the Corporation, effectuated for the purpose of acquiring properties or securities of another corporation or business enterprise, there shall be no increase in the number of shares of Restricted Units which are the subject matter of the Award evidenced by this instrument as a result of such acquisition. (c) In the event of an increase or decrease in the number of outstanding shares of Common Stock of the Corporation through recapitalization, reclassification, stock split-ups, consolidation of shares, changes in par value and the like, an appropriate adjustment shall be made in the number of Restricted Units described in paragraph 1 of this instrument, by increasing or decreasing the number of Restricted Units, as may be required to enable the Grantee to acquire the same proportionate stockholdings as the grant of the Award would originally have provided. Provided, however, that any additional Restricted Units shall be subject to all terms and provisions of this instrument (including, without limitation, the restrictions stated in paragraph 5, above), and that in making such adjustments, no fractional Restricted Units shall be awarded, and the Grantee shall be entitled to receive only the number of full Restricted Units to which the Grantee may be entitled by reason of such adjustment. (d) Except with respect Notwithstanding any provision to the time of payment of any compensation deferred under this instrumentcontrary stated herein, to the extent Restricted Units are still restricted and not vested in Grantee at the time of a Change in Control with respect to the Corporation, then pursuant to the provisions of the Plan, they shall become fully vested and completely unrestricted and free and clear of any restrictions stated herein at that time; provided, that if such Change in Control occurs less than six (6) months after the date of the grant of Restricted Units to the Grantee, then Restricted Units shall become fully vested and completely unrestricted and free and clear of any restrictions stated herein at the time of such Change in Control only if the Grantee agrees in writing, if requested by the Corporation in writing, to remain in the employ of the Corporation or a division or subsidiary of the Corporation at least through the date which is six (6) months after the date the grant was made with substantially the same title, duties, authority, reporting relationships, and compensation as on the day immediately preceding the Change in Control. The provisions of this subparagraph (d) shall be applied in addition to, and shall not reduce, modify, or change any other obligation or right of the Grantee otherwise provided for in paragraph 3, above, concerning the Grantee's continued employment with the Corporation or the termination thereof. If the Restricted Units become subject to this subparagraph (d), they shall become fully vested in the Grantee and nonforfeitable. Such Restricted Units are subject to the provisions of the Plan authorizing the Corporation, or a committee of its Board of Directors, to provide in advance or at the time of a Change in Control for cash to be paid in settlement of the Restricted Units, all subject to such terms and conditions as the Corporation or the Committee, in its sole discretion, may determine and impose. For purposes of this subparagraph (d), the term "Change in Control" shall have the same meaning as provided in the definition of that term stated in the Plan, including any amendments thereof which may be made from time to time in the future pursuant to the provisions of the Plan, with any amended definition of such term to apply to all events thereafter coming within the amended meaning.

Adjustment Provisions. It is understood that, prior to the expiration of the Restricted PeriodPeriod provided in paragraph 5.(a), certain changes in capitalization of the Corporation may occur. It is, therefore, understood and agreed with respect to changes in capitalization that: (a) If a stock dividend is declared on the Common Stock of the Corporation, there shall be added to the number of shares of Restricted Units described in paragraph Stock provided for under Section 1 of this instrumentAgreement, the number of Restricted Units shares which the Grantee would have been entitled issuable to if the Grantee had the Grantee been the fully vested and the unrestricted owner of the number of shares of Restricted Units Stock then held under the Restricted Stock Award granted, but not theretofore received without restriction; provided, however, that the additional shares of Restricted Units Stock shall be subject to all terms and provisions of this instrument Agreement (including, without limitation, the restrictions stated in paragraph 5, above), and in making such adjustments, no fractional Restricted Units shares, or scrip certificates in lieu thereof, shall be awardedissuable by the Corporation, and the Grantee shall be entitled to receive only the number of full shares of Restricted Units Stock to which the Grantee may be entitled by reason of such adjustment at the adjusted xxxxx xxxxx per share. (b) In the event of an increase in the outstanding shares of Common Stock of the Corporation, effectuated for the purpose of acquiring properties or securities of another corporation or business enterprise, there shall be no increase in the number of shares of Restricted Units Stock which are the subject matter of the Restricted Stock Award evidenced by under this instrument Agreement as a result of such acquisition. (c) In the event of an increase or decrease in the number of outstanding shares of Common Stock of the Corporation through recapitalization, reclassification, stock split-ups, consolidation of shares, changes in par value and the like, an appropriate adjustment shall be made in the number of shares of Restricted Units described in paragraph Stock provided for under Section 1 of this instrumentAgreement, by increasing or decreasing the number of shares of Restricted UnitsStock, as may be required to enable the Grantee to acquire the same proportionate stockholdings as the grant of the Restricted Stock Award would originally have provided. Provided, however, that any additional shares of Restricted Units Stock shall be subject to all terms and provisions of this instrument Agreement (including, without limitation, the restrictions stated in paragraph 5, above), and that in making such adjustments, no fractional Restricted Units shares, or scrip certificates in lieu thereof, shall be awardedissuable by the Corporation, and the Grantee shall be entitled to receive only the number of full shares of Restricted Units Stock to which the Grantee may be entitled by reason of such adjustment. (d) Except with respect Notwithstanding any provision to the time of payment of any compensation deferred under this instrumentcontrary stated herein, to the extent Restricted Units are Stock is still restricted and not vested in Grantee at the time of a Change in Control with respect to the Corporation, then pursuant to the provisions of Section 8 of the Plan, they it shall become fully vested and completely unrestricted and free and clear of any restrictions stated herein at that time; provided, that if such Change in Control occurs less than six (6) months after the date of the grant of Restricted Stock to the Grantee, then Restricted Stock shall become fully vested and completely unrestricted and free and clear of any restrictions stated herein at the time of such Change in Control only if the Grantee agrees in writing, if requested by the Corporation in writing, to remain in the employ of the Corporation or a division or subsidiary of the Corporation at least through the date which is six (6) months after the date the grant was made with substantially the same title, duties, authority, reporting relationships, and compensation as on the day immediately preceding the Change in Control. The provisions of this subparagraph (d) shall be applied in addition to, and shall not reduce, modify, or change any other obligation or right of the Grantee otherwise provided for in paragraph 3, above, concerning the Grantee’s continued employment with the Corporation or the termination thereof. If the Restricted Stock becomes subject to this subparagraph (d), it shall become fully vested in the Grantee and nonforfeitable. This Restricted Stock is subject to the provisions of Section 5(c) of the Plan authorizing the Corporation, or a committee of its Board of Directors, to provide in advance or at

Adjustment Provisions. It is understood that, prior to the expiration of the Restricted Period, certain changes in capitalization of the Corporation may occur. It is, therefore, understood and agreed with respect to changes in capitalization that: (a) If a stock dividend is declared on the Common Stock of the Corporation, there shall be added to the number of Restricted Units described in paragraph 1 of this instrument, the number of Restricted Units which the Grantee would have been entitled to if the Grantee had been fully vested and the unrestricted owner of the number of Restricted Units then held under the Award granted, but not theretofore received without restriction; provided, however, that the additional Restricted Units shall be subject to all terms and provisions of this instrument (including, without limitation, the restrictions stated in paragraph 5, above), and in making such adjustments, no fractional Restricted Units shall be awarded, and the Grantee shall be entitled to receive only the number of full Restricted Units to which the Grantee may be entitled by reason of such adjustment at the adjusted xxxxx gxxxx xxxxx per share. (b) In the event of an increase in the outstanding shares of Common Stock of the Corporation, effectuated for the purpose of acquiring properties or securities of another corporation or business enterprise, there shall be no increase in the number of shares of Restricted Units which are the subject matter of the Award evidenced by this instrument as a result of such acquisition. (c) In the event of an increase or decrease in the number of outstanding shares of Common Stock of the Corporation through recapitalization, reclassification, stock split-ups, consolidation of shares, changes in par value and the like, an appropriate adjustment shall be made in the number of Restricted Units described in paragraph 1 of this instrument, by increasing or decreasing the number of Restricted Units, as may be required to enable the Grantee to acquire the same proportionate stockholdings as the grant of the Award would originally have provided. Provided, however, that any additional Restricted Units shall be subject to all terms and provisions of this instrument (including, without limitation, the restrictions stated in paragraph 5, above), and that in making such adjustments, no fractional Restricted Units shall be awarded, and the Grantee shall be entitled to receive only the number of full Restricted Units to which the Grantee may be entitled by reason of such adjustment. (d) Except with respect to the time of payment of any compensation deferred under this instrument, to the extent Restricted Units are still restricted and not vested in Grantee at the time of a Change in Control with respect to the Corporation, then pursuant to the provisions of the Plan, they shall become fully vested and completely unrestricted and free and clear of any restrictions stated herein at that time; provided, that if such Change in Control occurs less than six (6) months after the date of the grant of Restricted Units to the Grantee, then Restricted Units shall become fully vested and completely unrestricted and free and clear of any restrictions stated herein at the time of such Change in Control only if the Grantee agrees in writing, if requested by the Corporation in writing, to remain in the employ of the Corporation or a division or subsidiary of the Corporation at least through the date which is six (6) months after the date the grant was made with substantially the same title, duties, authority, reporting relationships, and compensation as on the day immediately preceding the Change in Control. The provisions of this subparagraph (d) shall be applied in addition to, and shall not reduce, modify, or change any other obligation or right of the Grantee otherwise provided for in paragraph 3, above, concerning the Grantee’s continued employment with the Corporation or the termination thereof. If the Restricted Units become subject to this subparagraph (d), they shall become fully vested in the Grantee and nonforfeitable. Such Restricted Units are subject to the provisions of the Plan authorizing the Corporation, or a committee of its Board of Directors, to provide in advance or at the time of a Change in Control for cash to be paid in settlement of the Restricted Units, all subject to such terms and conditions as the Corporation or the Committee, in its sole discretion, may determine and impose. For purposes of this subparagraph (d), the term “Change in Control” shall have the same meaning as provided in the definition of that term stated in the Plan, including any amendments thereof which may be made from time to time in the future pursuant to the provisions of the Plan, with any amended definition of such term to apply to all events thereafter coming within the amended meaning.

Adjustment Provisions. It is understood that, prior to the expiration of the Restricted Period, Performance Period certain changes in capitalization of the Corporation may occur. It is, therefore, understood and agreed with respect to changes in capitalization that: (a) If a stock dividend is declared on the Common Stock of the Corporation, which has not been granted as a dividend equivalent, there shall be added to the number of Restricted Performance Units described provided for under the Award and stated in paragraph 1 of this instrumentAgreement, the number of Restricted Performance Units equal to the number of Performance Units which the Grantee would have been entitled granted to if the Grantee had the Grantee been the fully vested and the unrestricted owner of the number of Restricted Performance Units then held provided for under the Award granted, but not theretofore received without restriction; provided, however, that the additional Restricted Performance Units shall be subject to all terms and provisions of this instrument Agreement (including, without limitation, the restrictions terms and conditions stated in paragraph 5, above), and in making such adjustments, no fractional Restricted Units units, shares, or scrip certificates in lieu thereof, shall be awardedgranted or issuable by the Corporation, and the Grantee shall be entitled to receive only the number of full Restricted Performance Units to which the Grantee may be entitled by reason of such adjustment at the adjusted xxxxx xxxxx per sharegrant. (b) In the event of an increase in the outstanding shares of Common Stock of the Corporation, effectuated for the purpose of acquiring properties or securities of another corporation or business enterprise, there shall be no increase in the number of shares of Restricted Performance Units which are the subject matter of the Award evidenced by under this instrument Agreement as a result of such acquisition. (c) In the event of an increase or decrease in the number of outstanding shares of Common Stock of the Corporation through recapitalization, reclassification, stock split-ups, consolidation of shares, changes in par value and the like, an appropriate adjustment shall be made in the number of Restricted Performance Units described provided for under the Award and stated in paragraph Section 1 of this instrumentAgreement, by increasing or decreasing the number of Restricted Performance Units, as may be required to enable the Grantee to acquire the same proportionate stockholdings as the grant of the Award would originally have provided. Provided, however, that any additional Restricted Performance Units shall be subject to all terms and provisions of this instrument Agreement (including, without limitation, the restrictions stated in paragraph 5, above), and that in making such adjustments, no fractional Restricted Performance Units shall be awarded, and the Grantee shall be entitled to receive only the number of full Restricted Performance Units to which the Grantee may be entitled by reason of such adjustment. (d) Except as otherwise provided for with respect to the time of payment of any deferred compensation deferred under this instrumentin paragraph 6, above, to the extent Restricted Performance Units are still restricted and not vested in Grantee at the time of a Change in Control with respect to the Corporation, then pursuant to the provisions of the Plan, they shall become fully vested and completely unrestricted and free and clear of any conditions or restrictions stated herein at that time; provided, that if such Change in Control occurs less than six (6) months after the date of the grant of the Award hereunder to the Grantee, then Performance Units shall become fully vested and completely free and clear of any conditions or restrictions stated herein at the time of such Change in Control only if the Grantee agrees in writing, if requested by the Corporation in writing, to remain in the employ of the Corporation or a division or subsidiary of the Corporation at least through the date which is six (6) months after the date the grant was made with substantially the same title, duties, authority, reporting relationships, and compensation as on the day immediately preceding the Change in Control. The provisions of this subparagraph (d) shall be applied in addition to, and shall not reduce, modify, or change any other obligation or right of the Grantee otherwise provided for in paragraph 3, above, concerning the Grantee’s continued employment with the Corporation or the termination thereof. If the Performance Units become subject to this subparagraph (d), they shall become fully vested in the Grantee and nonforfeitable. The Performance Units are subject to the provisions of the Plan authorizing the Corporation, or a committee of its Board of Directors, to provide in advance or at the time of a Change in Control for cash to be paid in actual settlement of the shares of Common Stock for earned Performance Units, all subject to such terms and

Adjustment Provisions. It is understood that, prior to the expiration of the Restricted Period, certain changes in capitalization of the Corporation may occur. It is, therefore, understood and agreed with respect to changes in capitalization that: (a) If a stock dividend is declared on the Common Stock of the Corporation, there shall be added to the number of Restricted Units described in paragraph 1 of this instrument, the number of Restricted Units which the Grantee would have been entitled to if the Grantee had been the fully vested and the unrestricted owner of the number of Restricted Units then held under the Award granted, but not theretofore received without restriction; provided, however, that the additional Restricted Units shall be subject to all terms and provisions of this instrument (including, without limitation, the restrictions stated in paragraph 5, above), and in making such adjustments, no fractional Restricted Units shall be awarded, and the Grantee shall be entitled to receive only the number of full Restricted Units to which the Grantee may be entitled by reason of such adjustment at the adjusted xxxxx gxxxx xxxxx per share. (b) In the event of an increase in the outstanding shares of Common Stock of the Corporation, effectuated for the purpose of acquiring properties or securities of another corporation or business enterprise, there shall be no increase in the number of shares of Restricted Units which are the subject matter of the Award evidenced by this instrument as a result of such acquisition. (c) In the event of an increase or decrease in the number of outstanding shares of Common Stock of the Corporation through recapitalization, reclassification, stock split-ups, consolidation of shares, changes in par value and the like, an appropriate adjustment shall be made in the number of Restricted Units described in paragraph 1 of this instrument, by increasing or decreasing the number of Restricted Units, as may be required to enable the Grantee to acquire the same proportionate stockholdings as the grant of the Award would originally have provided. Provided, however, that any additional Restricted Units shall be subject to all terms and provisions of this instrument (including, without limitation, the restrictions stated in paragraph 5, above), and that in making such adjustments, no fractional Restricted Units shall be awarded, and the Grantee shall be entitled to receive only the number of full Restricted Units to which the Grantee may be entitled by reason of such adjustment. (d) Except with respect to the time of payment of any compensation deferred under this instrument, to the extent Restricted Units are still restricted and not vested in Grantee at the time of a Change in Control with respect to the Corporation, then pursuant to the provisions of the Plan, they shall become fully vested and completely unrestricted and free and clear of any restrictions stated herein at that time; provided, that if such Change in ControlControl occurs less than six (6) months after the date of the grant of Restricted Units to the Grantee, then Restricted Units shall become fully vested and completely unrestricted and free and clear of any restrictions stated herein at the time of such Change in Control only if the Grantee agrees in writing, if requested by the Corporation in writing, to remain in the employ of the Corporation or a division or subsidiary of the Corporation at least through the date which is six (6) months after the date the grant was made with substantially the same title, duties, authority, reporting relationships, and

Adjustment Provisions. It is understood that, prior to the expiration of the Restricted Period, Performance Period certain changes in capitalization of the Corporation may occur. It is, therefore, understood and agreed with respect to changes in capitalization that: (a) If a stock dividend is declared on the Common Stock of the Corporation, which has not been granted as a dividend equivalent, there shall be added to the number of Restricted Performance Units described provided for under the Award and stated in paragraph 1 of this instrument, the number of Restricted Performance Units equal to the number of Performance Units which the Grantee would have been entitled granted to if the Grantee had the Grantee been the fully vested and the unrestricted owner of the number of Restricted Performance Units then held provided for under the Award granted, but not theretofore received without restriction; provided, however, that the additional Restricted Performance Units shall be subject to all terms and provisions of this instrument (including, without limitation, the restrictions terms and conditions stated in paragraph 5, above), and in making such adjustments, no fractional Restricted Units units, shares, or scrip certificates in lieu thereof, shall be awardedgranted or issuable by the Corporation, and the Grantee shall be entitled to receive only the number of full Restricted Performance Units to which the Grantee may be entitled by reason of such adjustment at the adjusted xxxxx xxxxx per sharegrant. (b) In the event of an increase in the outstanding shares of Common Stock of the Corporation, effectuated for the purpose of acquiring properties or securities of another corporation or business enterprise, there shall be no increase in the number of shares of Restricted Performance Units which are the subject matter of the Award evidenced by under this instrument as a result of such acquisition. (c) In the event of an increase or decrease in the number of outstanding shares of Common Stock of the Corporation through recapitalization, reclassification, stock split-ups, consolidation of shares, changes in par value and the like, an appropriate adjustment shall be made in the number of Restricted Performance Units described provided for under the Award and stated in paragraph Section 1 of this instrument, by increasing or decreasing the number of Restricted Performance Units, as may be required to enable the Grantee to acquire the same proportionate stockholdings as the grant of the Award would originally have provided. Provided, however, that any additional Restricted Performance Units shall be subject to all terms and provisions of this instrument (including, without limitation, the restrictions stated in paragraph 5, above), and that in making such adjustments, no fractional Restricted Performance Units shall be awarded, and the Grantee shall be entitled to receive only the number of full Restricted Performance Units to which the Grantee may be entitled by reason of such adjustment. (d) Except as otherwise provided for with respect to the time of payment of any deferred compensation deferred under this instrumentin paragraph 6, above, to the extent Restricted Performance Units are still restricted and not vested in Grantee at the time of a Change in Control with respect to the Corporation, then pursuant to the provisions of the Plan, they shall become fully vested and completely unrestricted and free and clear of any conditions or restrictions stated herein at that time; provided, that if such Change in Control occurs less than six (6) months after the date of the grant of the Award hereunder to the Grantee, then Performance Units shall become fully vested and completely free and clear of any conditions or restrictions stated herein at the time of such Change in Control only if the Grantee agrees in writing, if requested by the Corporation in writing, to remain in the employ of the Corporation or a division or subsidiary of the Corporation at least through the date which is six (6) months after the date the grant was made with substantially the same title, duties, authority, reporting relationships, and compensation as on the day immediately preceding the Change in Control. The provisions of this subparagraph (d) shall be applied in addition to, and shall not reduce, modify, or change any other obligation or right of the Grantee otherwise provided for in paragraph 3, above, concerning the Grantee’s continued employment with the Corporation or the termination thereof. If the Performance Units become subject to this subparagraph (d), they shall become fully vested in the Grantee and nonforfeitable. The Performance Units are subject to the provisions of the Plan authorizing the Corporation, or a committee of its Board of Directors, to provide in advance or at the time of a Change in Control for cash to be paid in actual settlement of the shares of Common Stock for earned Performance Units, all subject to such terms and