Common use of Award of Restricted Shares Clause in Contracts

Award of Restricted Shares. (a) The Trust hereby confirms the grant to the Key Employee, as of , 200 (the “Grant Date”), of ( ) Shares (the “Restricted Shares”), subject to the restrictions and other terms and conditions set forth herein and in the Plan. (b) On or as soon as practicable after the Grant Date, the Trust shall cause one or more stock certificates representing the Restricted Shares to be registered in the name of the Key Employee. Such stock certificate or certificates shall be subject to such stop-transfer orders and other restrictions as the Board of Trustees or any committee thereof may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Shares are listed and any applicable federal or state securities law, and the Trust may cause a legend or legends to be placed on such certificate or certificates to make appropriate reference to such restrictions. The certificate or certificates representing the Restricted Shares shall be held in custody by the Chief Financial Officer of the Trust until the Restricted Period (as hereinafter defined in Paragraph 3) with respect thereto shall have lapsed. Simultaneously with the execution and delivery of this Agreement, the Key Employee shall deliver to the Trust one or more undated stock powers endorsed in blank relating to the Restricted Shares. The Trust shall deliver or cause to be delivered to the Key Employee or, in the case of the Key Employee’s death, to the Key Employee’s beneficiary, one or more stock certificates for the appropriate number of Shares, free of all such restrictions, as to which the restrictions shall have expired. Upon forfeiture, in accordance with Paragraph 4, of all or any portion of the Restricted Shares, the certificate or certificates representing the forfeited Restricted Shares shall be canceled.

Award of Restricted Shares. (a) The Trust hereby confirms the grant to the Key Employee, as of October 1, 200 2007 (the “Grant Date”), of ( ) the following Restricted Shares (the “Restricted Shares”), subject to the restrictions and other terms and conditions set forth herein and in the Plan: (i) Four Thousand Two Hundred Thirty-Three (4,233) Shares representing base salary otherwise payable to Key Employee for the period from October 1, 2007 through and including December 31, 2008 (“Salary Shares”); and (ii) Eight Hundred Forty-Six (846) Shares representing the bonus payable to Key Employee in February 2008 in accordance with the terms of that certain letter agreement dated June 25, 2007 between the Trust and Key Employee (“Bonus Shares”). The Salary Shares and Bonus Shares are sometimes collectively hereinafter referred to as the “Restricted Shares.” (b) On or as soon as practicable after the Grant Date, the Trust shall cause one or more stock certificates representing the Restricted Shares to be registered in the name of the Key Employee. Such stock certificate or certificates shall be subject to such stop-transfer orders and other restrictions as the Board of Trustees or any committee thereof may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Shares are listed and any applicable federal or state securities law, and the Trust may cause a legend or legends to be placed on such certificate or certificates to make appropriate reference to such restrictions. The certificate or certificates representing the Restricted Shares shall be held in custody by the Chief Financial Officer of the Trust until the Restricted Period (as hereinafter defined in Paragraph 3) with respect thereto shall have lapsed. Simultaneously with the execution and delivery of this Agreement, the Key Employee shall deliver to the Trust one or more undated stock powers endorsed in blank relating to the Restricted Shares. The Trust shall deliver or cause to be delivered to the Key Employee or, in the case of the Key Employee’s death, to the Key Employee’s beneficiary, one or more stock certificates for the appropriate number of Shares, free of all such restrictions, as to which the restrictions shall have expired. Upon forfeiture, in accordance with Paragraph 4, of all or any portion of the Restricted Shares, the certificate or certificates representing the forfeited Restricted Shares shall be canceled. (c) This award of Restricted Shares is made in lieu of (i) any cash bonus Key Employee may be eligible to receive for calendar year 2007 pursuant to the Trust’s annual incentive bonus plan or otherwise; and (ii) any cash base salary that the Key Employee is eligible to receive for services provided by the Key Employee to the Trust for the period from October 1, 2007 through and including December 31, 2008. Key Employee shall not be entitled to receive any bonus paid during the first quarter of calendar year 2008 for calendar year 2007 or any base salary for the period from October 1, 2007 through and including December 31, 2008.

Award of Restricted Shares. (a) The Trust hereby confirms the grant Subject to the Key Employeerestrictions, as terms and conditions of this Agreement, 200 the Company hereby awards to the Holder Twenty One Thousand Five Hundred (21,500) shares (the “Grant Date”), of ( ) Shares (the “"Restricted Shares”), ") of Common Stock of the Company in consideration of services actually rendered and to be rendered to the Company by Holder. Such Restricted Shares shall be subject to the restrictions and other terms and conditions Repurchase Right set forth herein in Section 4, below. The Company and in Holder acknowledge and agree that the Planvalue of the services actually rendered to the Company prior to the date hereof by the Holder as consideration for the issuance of the Restricted Shares, exceeds $215.00. (b) On or as soon as practicable after The Restricted Shares, when issued pursuant to the Grant Dateprovisions hereof, shall constitute issued and outstanding shares for all corporate purposes. Subject to the restrictions set forth herein, the Trust shall cause one or more stock certificates representing Holder will have the Restricted Shares right to be registered in the name exercise all rights, powers and privileges of the Key Employee. Such stock certificate or certificates shall be subject to such stop-transfer orders and other restrictions as the Board a holder of Trustees or any committee thereof may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Shares are listed and any applicable federal or state securities law, and the Trust may cause a legend or legends to be placed on such certificate or certificates to make appropriate reference to such restrictions. The certificate or certificates representing the Restricted Shares shall be held in custody by the Chief Financial Officer of the Trust until the Restricted Period (as hereinafter defined in Paragraph 3) Common Stock with respect thereto shall have lapsed. Simultaneously with the execution and delivery of this Agreement, the Key Employee shall deliver to the Trust one or more undated stock powers endorsed in blank relating to the Restricted Shares, including the right to vote, receive stock or cash dividends (but subject to the Repurchase Right with respect to Unvested Shares (as hereinafter defined)), participate in stock splits or other recapitalizations and exchange such shares in a merger, consolidation or other reorganization. The Trust shall deliver or cause to be delivered term "Restricted Shares" in addition to the Key Employee orshares received pursuant to this Agreement, also refers to all securities received in the case of the Key Employee’s death, to the Key Employee’s beneficiary, one or more stock certificates for the appropriate number of Shares, free of all such restrictions, as to which the restrictions shall have expired. Upon forfeiture, in accordance with Paragraph 4, of all or any portion replacement of the Restricted Shares, as a stock dividend or as a result of any stock split, recapitalization, merger, reorganization, exchange or the certificate like, and all new, substituted or additional securities or other properties to Holder is entitled by reason of Holder’s ownership of the Restricted Shares. (c) The Company shall hold the certificates representing the forfeited any Restricted Shares which are subject to the Repurchase Right (as defined below) in escrow, provided that, any Restricted Shares held in escrow shall be canceledreleased from escrow and delivered to Holder as and when such shares are no longer subject to the Repurchase Right. In addition, Holder shall execute an assignment in the form attached hereto as Exhibit A, with respect to the Restricted Shares.

Award of Restricted Shares. (a) The Trust hereby confirms the grant Subject to the Key Employeerestrictions, as terms and conditions of this Agreement, 200 the Company hereby awards to the Holder Ten Thousand (10,000) shares (the “Grant Date”), of ( ) Shares (the “"Restricted Shares”), ") of Common Stock of the Company in consideration of services actually rendered and to be rendered to the Company by Holder. Such shares shall be subject to the restrictions and other terms and conditions Repurchase Right set forth herein in Section 4, below. The Company and in Holder acknowledge and agree that the Planvalue of the services actually rendered to the Company prior to the date hereof by the Holder as consideration for the issuance of the Restricted Shares, exceeds $100.00. (b) On or as soon as practicable after The Restricted Shares, when issued pursuant to the Grant Dateprovisions hereof, shall constitute issued and outstanding shares for all corporate purposes. Subject to the restrictions set forth herein, the Trust shall cause one or more stock certificates representing Holder will have the Restricted Shares right to be registered in the name exercise all rights, powers and privileges of the Key Employee. Such stock certificate or certificates shall be subject to such stop-transfer orders and other restrictions as the Board a holder of Trustees or any committee thereof may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Shares are listed and any applicable federal or state securities law, and the Trust may cause a legend or legends to be placed on such certificate or certificates to make appropriate reference to such restrictions. The certificate or certificates representing the Restricted Shares shall be held in custody by the Chief Financial Officer of the Trust until the Restricted Period (as hereinafter defined in Paragraph 3) Common Stock with respect thereto shall have lapsed. Simultaneously with the execution and delivery of this Agreement, the Key Employee shall deliver to the Trust one or more undated stock powers endorsed in blank relating to the Restricted Shares, including the right to vote, receive stock or cash dividends (but subject to the Repurchase Right with respect to Unvested Shares (as hereinafter defined)), participate in stock splits or other recapitalizations and exchange such shares in a merger, consolidation or other reorganization. The Trust shall deliver or cause to be delivered term "Restricted Shares" in addition to the Key Employee orshares received pursuant to this Agreement, also refers to all securities received in the case of the Key Employee’s death, to the Key Employee’s beneficiary, one or more stock certificates for the appropriate number of Shares, free of all such restrictions, as to which the restrictions shall have expired. Upon forfeiture, in accordance with Paragraph 4, of all or any portion replacement of the Restricted Shares, as a stock dividend or as a result of any stock split, recapitalization, merger, reorganization, exchange or the certificate like, and all new, substituted or additional securities or other properties to Holder is entitled by reason of Holder’s ownership of the Restricted Shares. (c) The Company shall hold the certificates representing the forfeited any Restricted Shares which are subject to the Repurchase Right (as defined below) in escrow, provided that, any Restricted Shares held in escrow shall be canceledreleased from escrow and delivered to Holder as and when such shares are no longer subject to the Repurchase Right. In addition, Holder shall execute an assignment in the form attached hereto as Exhibit A, with respect to the Restricted Shares.

Award of Restricted Shares. (a) The Trust hereby confirms the grant to the Key Employee, as of February 17, 200 2009 (the “Grant Date”), of ( Sixteen Thousand Ninety-Nine (16,099) Shares (the “Restricted Shares”), subject to the restrictions and other terms and conditions set forth herein and in the Plan. (b) On or as soon as practicable after the Grant Date, the Trust shall cause one or more stock certificates representing the Restricted Shares to be registered in the name of the Key Employee. Such stock certificate or certificates shall be subject to such stop-transfer orders and other restrictions as the Board of Trustees or any committee thereof may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Shares are listed and any applicable federal or state securities law, and the Trust may cause a legend or legends to be placed on such certificate or certificates to make appropriate reference to such restrictions. The certificate or certificates representing the Restricted Shares shall be held in custody by the Chief Financial Officer of the Trust until the Restricted Period (as hereinafter defined in Paragraph 3) with respect thereto shall have lapsed. Simultaneously with the execution and delivery of this Agreement, the Key Employee shall deliver to the Trust one or more undated stock powers endorsed in blank relating to the Restricted Shares. The Trust shall deliver or cause to be delivered to the Key Employee or, in the case of the Key Employee’s death, to the Key Employee’s beneficiary, one or more stock certificates for the appropriate number of Shares, free of all such restrictions, as to which the restrictions shall have expired. Upon forfeiture, in accordance with Paragraph 4, of all or any portion of the Restricted Shares, the certificate or certificates representing the forfeited Restricted Shares shall be canceled.

Award of Restricted Shares. (a) The Trust hereby confirms the grant Subject to the Key Employeerestrictions, as of , 200 (the “Grant Date”), of ( ) Shares (the “Restricted Shares”), subject to the restrictions and other terms and conditions of this Agreement, the Company hereby awards to the Recipient ________ shares (the "Restricted Shares") of Common Stock of the Company in consideration of services actually rendered and/or to be rendered to the Company by Recipient. The Recipient shall not sell, transfer, assign or otherwise convey prior to the third anniversary of the date which such Restricted Shares are granted. In the event the Recipient ceases to be employed by the Company, except for termination of the Recipient’s employment under Certain Circumstances, the Company shall have the right to repurchase the Recipient’s At-Risk Shares (as defined in Section 4(a)) as set forth herein in Section 4 below. The Company and in the PlanRecipient acknowledge and agree that the value of the services actually rendered to the Company prior to the date hereof by the Recipient as consideration for the issuance of the Restricted Shares, exceeds the aggregate of the par value of all of the Restricted Shares. (b) On or as soon as practicable All share amounts contemplated in this section are subject to the appropriate adjustment in the event of a stock split, reverse stock split, merger, recapitalization and similar transactions which may take place after the Grant Datedate hereof. (c) The Restricted Shares, when issued pursuant to the provisions hereof, shall constitute issued and outstanding shares for all corporate purposes. Subject to the restrictions set forth herein, the Trust shall cause one or more stock certificates representing Recipient will have the Restricted Shares right to be registered in the name exercise all rights, powers and privileges of the Key Employee. Such stock certificate or certificates shall be subject to such stop-transfer orders and other restrictions as the Board a holder of Trustees or any committee thereof may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Shares are listed and any applicable federal or state securities law, and the Trust may cause a legend or legends to be placed on such certificate or certificates to make appropriate reference to such restrictions. The certificate or certificates representing the Restricted Shares shall be held in custody by the Chief Financial Officer of the Trust until the Restricted Period (as hereinafter defined in Paragraph 3) Common Stock with respect thereto shall have lapsed. Simultaneously with the execution and delivery of this Agreement, the Key Employee shall deliver to the Trust one or more undated stock powers endorsed in blank relating to the Restricted Shares, including the right to vote, receive stock or cash dividends (but subject to the Risk of Repurchase with respect to At-Risk Shares), participate in stock splits or other recapitalizations and exchange such shares in a merger, consolidation or other reorganization. The Trust shall deliver or cause to be delivered term "Restricted Shares" in addition to the Key Employee orshares received pursuant to this Agreement, also refers to all securities received in the case of the Key Employee’s death, to the Key Employee’s beneficiary, one or more stock certificates for the appropriate number of Shares, free of all such restrictions, as to which the restrictions shall have expired. Upon forfeiture, in accordance with Paragraph 4, of all or any portion replacement of the Restricted Shares, as a stock dividend or as a result of any stock split, recapitalization, merger, reorganization, exchange or the certificate like, and all new, substituted or additional securities or other properties to the Recipient is entitled by reason of the Recipient’s ownership of the Restricted Shares. (d) The Company shall hold the certificates representing the forfeited any Restricted Shares which are subject to the Risk of Repurchase (as defined in Section 4(a)) in escrow; provided, that any Restricted Shares held in escrow shall be canceledreleased from escrow and delivered to the Recipient as, when and to the extent such shares are no longer subject to the Risk of Repurchase. In addition, the Recipient shall execute an assignment in the form attached hereto as Exhibit A, with respect to the Restricted Shares.

Award of Restricted Shares. (a) The Trust hereby confirms the grant to the Key Employee, as of February 9, 200 2000 (the “Grant "Award Date”"), of ( _______________________ (______) Shares (the “"Restricted Shares”"), subject to the restrictions and other terms and conditions set forth herein and in the Amended Plan. (b) On or as soon as practicable after the Grant Award Date, the Trust shall cause one or more stock certificates representing the Restricted Shares to be registered in the name of the Key Employee. Such stock certificate or certificates shall be subject to such stop-transfer orders and other restrictions as the Board of Trustees or any committee thereof may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Shares are listed and any applicable federal or state securities law, and the Trust may cause a legend or legends to be placed on such certificate or certificates to make appropriate reference to such restrictions. The certificate or certificates representing the Restricted Shares shall be held in custody by the Chief Financial Officer of the Trust until the Restricted Restriction Period (as hereinafter defined in Paragraph 3) with respect thereto shall have lapsed. Simultaneously with the execution and delivery of this Agreement, the Key Employee shall deliver to the Trust one or more undated stock powers endorsed in blank relating to the Restricted Shares. The Trust shall deliver or cause to be delivered to the Key Employee or, in the case of the Key Employee’s 's death, to the Key Employee’s beneficiary's Beneficiary, one or more stock certificates for the appropriate number of Shares, free of all such restrictions, as to which the restrictions shall have expired. Upon forfeiture, in accordance with Paragraph 4, of all or any portion of the Restricted Shares, the certificate or certificates representing the forfeited Restricted Shares shall be canceled.

Award of Restricted Shares. (a) 1.1. The Trust hereby confirms the grant grants to the Key Employee, as of February 9, 200 2000 (the “Grant "Award Date”"), of ( thirty-seven thousand five hundred (37,500) Shares (the “"Restricted Shares”"), subject to the restrictions and other terms and conditions set forth herein and in the Amended Plan. (b) 1.2. On or as soon as practicable after the Grant Award Date, the Trust shall cause one or more stock certificates representing the Restricted Shares to be registered in the name of the Key Employee. Such stock certificate or certificates shall be subject to such a stop-transfer orders order and such other restrictions as the Board of Trustees or any committee thereof may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Shares are listed and any applicable federal or state securities law, and the Trust may cause a legend or legends to be placed on such certificate or certificates to make appropriate reference to such restrictions. 1.3. The certificate or certificates representing the Restricted Shares shall be held in custody by the Chief Financial Officer of the Trust until the Restricted Restriction Period (as hereinafter defined in Paragraph 3) with respect thereto shall have lapsed. Simultaneously with the execution and delivery of this Agreement, the Key Employee shall deliver to the Trust one or more undated stock powers endorsed in blank relating to the Restricted Shares. The Trust shall deliver or cause to be delivered to the Key Employee or, in the case of the Key Employee’s 's death, to the Key Employee’s beneficiary's Beneficiary, one or more stock certificates for the appropriate number of Shares, free of all such restrictions, as to which the restrictions herein shall have expired. Upon forfeiture, in accordance with Paragraph 43, of all or any portion of the Restricted Shares, the certificate or certificates representing the forfeited Restricted Shares shall be canceled.

Award of Restricted Shares. (a) The Trust hereby confirms the grant Subject to the Key Employeerestrictions, as of , 200 (the “Grant Date”), of ( ) Shares (the “Restricted Shares”), subject to the restrictions and other terms and conditions set forth herein and in the Plan. (b) On or as soon as practicable after the Grant Date, the Trust shall cause one or more stock certificates representing the Restricted Shares to be registered in the name of the Key Employee. Such stock certificate or certificates shall be subject to such stop-transfer orders and other restrictions as the Board of Trustees or any committee thereof may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Shares are listed and any applicable federal or state securities law, and the Trust may cause a legend or legends to be placed on such certificate or certificates to make appropriate reference to such restrictions. The certificate or certificates representing the Restricted Shares shall be held in custody by the Chief Financial Officer of the Trust until the Restricted Period (as hereinafter defined in Paragraph 3) with respect thereto shall have lapsed. Simultaneously with the execution and delivery of this Agreement, the Key Employee shall deliver Company hereby awards to the Trust one or more undated stock powers endorsed Holder Fifty Thousand (50,000) shares (the "Restricted Shares") of Common Stock of the Company in blank relating consideration of services actually rendered and to be rendered to the Restricted SharesCompany by Holder. Such shares shall be subject to the Repurchase Right set forth in Section 4, below. The Trust shall deliver or cause to be delivered Company and Holder acknowledge and agree that the value of the services actually rendered to the Key Employee or, in the case of the Key Employee’s death, Company prior to the Key Employee’s beneficiary, one or more stock certificates date hereof by the Holder as consideration for the appropriate number of Shares, free of all such restrictions, as to which the restrictions shall have expired. Upon forfeiture, in accordance with Paragraph 4, of all or any portion issuance of the Restricted Shares, exceeds $500.00 (b) The Restricted Shares, when issued pursuant to the certificate provisions hereof, shall constitute issued and outstanding shares for all corporate purposes. Subject to the restrictions set forth herein, the Holder will have the right to exercise all rights, powers and privileges of a holder of Common Stock with respect to the Restricted Shares, including the right to vote, receive stock or cash dividends (but subject to the Repurchase Right with respect to Unvested Shares (as hereinafter defined)), participate in stock splits or other recapitalizations and exchange such shares in a merger, consolidation or other reorganization. The term "Restricted Shares" in addition to the shares received pursuant to this Agreement, also refers to all securities received in replacement of the Restricted Shares, as a stock dividend or as a result of any stock split, recapitalization, merger, reorganization, exchange or the like, and all new, substituted or additional securities or other properties to Holder is entitled by reason of Holder’s ownership of the Restricted Shares. (c) The Company shall hold the certificates representing the forfeited any Restricted Shares which are subject to the Repurchase Right (as defined below) in escrow, provided that, any Restricted Shares held in escrow shall be canceledreleased from escrow and delivered to Holder as and when such shares are no longer subject to the Repurchase Right. In addition, Holder shall execute an assignment in the form attached hereto as Exhibit A, with respect to the Restricted Shares.

Award of Restricted Shares. (a) The In consideration of the Grantee’s covenants set forth in Section 5, the Trust hereby confirms the grant to the Key EmployeeGrantee, as of February 10, 200 2011 (the “Grant Date”), of ( ) Shares (the “Restricted Shares”) (having a Fair Market Value equal to approximately $200,000 on the Grant Date), subject to the restrictions and other terms and conditions set forth herein and in the Plan. (b) On or as soon as practicable after the Grant Date, the Trust shall cause one or more stock certificates representing the Restricted Shares to be registered issued in certificated form or by a book-entry designation for the name account of the Key EmployeeGrantee . Such stock certificate or certificates Restricted Shares shall be subject to such stop-transfer orders and other restrictions as the Board of Trustees or any committee thereof may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Shares are listed and any applicable federal or state securities law. If the restricted Shares are issued in certificated form, and the Trust may cause a legend or legends to be placed on such certificate or certificates to make appropriate reference to such restrictions. The certificate or certificates representing the Restricted Shares shall be held in custody by the Chief Financial Officer of the Trust until the Restricted Period (as hereinafter defined in Paragraph Section 3) with respect thereto shall have lapsed. Simultaneously Restricted Shares issued by a book-entry designation shall be held in a book-entry account designated by the Trust until the restrictions provided in this Agreement with respect thereto shall have been removed. At any time as may be requested by the execution and delivery of this AgreementTrust, if necessary to enforce the restrictions applicable to the Restricted Shares, the Key Employee Grantee shall deliver to the Trust one or more undated stock powers endorsed in blank relating to the Restricted Shares. The Trust shall deliver or cause to be delivered to the Key Employee or, in the case of the Key Employee’s death, to the Key Employee’s beneficiary, one or more stock certificates for the appropriate number of Shares, free of all such restrictions, as to which the restrictions shall have expired. Upon forfeiture, in accordance with Paragraph 4, of all or any portion of the Restricted Shares, the certificate or certificates representing the forfeited Restricted Shares shall be canceled.

Award of Restricted Shares. (a) The Trust hereby confirms the grant to the Key Employee, as of October 1, 200 2007 (the “Grant Date”), of ( Eleven Thousand Two Hundred Eighty-Seven (11,287) Shares (the “Restricted Shares”), subject to the restrictions and other terms and conditions set forth herein and in the Plan. (b) On or as soon as practicable after the Grant Date, the Trust shall cause one or more stock certificates representing the Restricted Shares to be registered in the name of the Key Employee. Such stock certificate or certificates shall be subject to such stop-transfer orders and other restrictions as the Board of Trustees or any committee thereof may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Shares are listed and any applicable federal or state securities law, and the Trust may cause a legend or legends to be placed on such certificate or certificates to make appropriate reference to such restrictions. The certificate or certificates representing the Restricted Shares shall be held in custody by the Chief Financial Officer of the Trust until the Restricted Period (as hereinafter defined in Paragraph 3) with respect thereto shall have lapsed. Simultaneously with the execution and delivery of this Agreement, the Key Employee shall deliver to the Trust one or more undated stock powers endorsed in blank relating to the Restricted Shares. The Trust shall deliver or cause to be delivered to the Key Employee or, in the case of the Key Employee’s death, to the Key Employee’s beneficiary, one or more stock certificates for the appropriate number of Shares, free of all such restrictions, as to which the restrictions shall have expired. Upon forfeiture, in accordance with Paragraph 4, of all or any portion of the Restricted Shares, the certificate or certificates representing the forfeited Restricted Shares shall be canceled. (c) Key Employee acknowledges and agrees that this award of Restricted Shares is being made in lieu of any award to the Key Employee under the 2003 Amended and Restated Long-Term Incentive Award Program (“2003 LTIAP”) for calendar years 2007 and 2008 and that Key Employee shall not be eligible to receive an award under the 2003 LTIAP for calendar years 2007 and 2008 (awarded in 2008 and 2009) except in the sole discretion of the Trust’s Chief Executive Officer. Key Employee will be eligible to receive an award under the 2003 LTIAP beginning in calendar year 2009 (awarded in 2010).

Award of Restricted Shares. (a) The Trust hereby confirms the grant to the Key Employee, as of February 15, 200 2000 (the “Grant "Award Date”"), of ( Twenty Thousand (20,000) Shares (the “"Restricted Shares”"), subject to the restrictions and other terms and conditions set forth herein and in the Amended Plan. (b) On or as soon as practicable after the Grant Award Date, the Trust shall cause one or more stock certificates representing the Restricted Shares to be registered in the name of the Key Employee. Such stock certificate or certificates shall be subject to such stop-transfer orders and other restrictions as the Board of Trustees or any committee thereof may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Shares are listed and any applicable federal or state securities law, and the Trust may cause a legend or legends to be placed on such certificate or certificates to make appropriate reference to such restrictions. The certificate or certificates representing the Restricted Shares shall be held in custody by the Chief Financial Officer of the Trust until the Restricted Restriction Period (as hereinafter defined in Paragraph 3) with respect thereto shall have lapsed. Simultaneously with the execution and delivery of this Agreement, the Key Employee shall deliver to the Trust one or more undated stock powers endorsed in blank relating to the Restricted Shares. The Trust shall deliver or cause to be delivered to the Key Employee or, in the case of the Key Employee’s 's death, to the Key Employee’s beneficiary's Beneficiary, one or more stock certificates for the appropriate number of Shares, free of all such restrictions, as to which the restrictions shall have expired. Upon forfeiture, in accordance with Paragraph 4, of all or any portion of the Restricted Shares, the certificate or certificates representing the forfeited Restricted Shares shall be canceled.

Award of Restricted Shares. (a) The Trust Polaris hereby confirms the grant to the Key Employee, as of January 31, 200 2005 (the “Grant Award Date”), the number of ( ) Shares shares of Common Stock identified on the cover page of this Agreement (the “Restricted Performance Shares”), subject to the restrictions and other terms and conditions set forth herein and in the Planherein. (b) On or as As soon as practicable after the Grant Award Date, the Trust Polaris shall cause one or more stock certificates representing the Restricted Performance Shares to be registered in the name of the Key Employee. Such stock certificate or certificates shall be subject to such stop-transfer orders and other restrictions as the Board of Trustees or any committee thereof Committee may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Shares are Common Stock is listed and any applicable federal or state securities law, and the Trust may cause a legend or legends to be placed on such certificate or certificates to make appropriate reference to such restrictions. The In addition, each certificate or certificates representing the Restricted Performance Shares shall be held bear the following legend (the “Agreement Legend”): The transferability of this certificate and the shares represented hereby are subject to the terms and conditions (including forfeiture) of a Performance Restricted Share Award Agreement entered into between the registered owner and Polaris Industries Inc. Copies of such Agreement are on file in custody by the Chief Financial Officer offices of Polaris Industries Inc., 2000 Xxxxxxx 00 Xxxxxx, Xxxxxxxxx, 55340 Until the Trust until the Restricted Performance Period (as hereinafter defined in Paragraph 3) with respect thereto to the Performance Shares shall have lapsedlapsed (i) the certificate or certificates representing the Performance Shares shall be held in custody by the Secretary of Polaris, (ii) such certificates shall be deemed not delivered to the Employee and (iii) the Employee shall have no interest with respect to the Performance Shares except as expressly provided herein and in the Plan. Simultaneously Simultaneously, with the execution and delivery of this Agreement, the Key Employee shall deliver to the Trust Polaris one or more undated stock powers endorsed in blank relating to the Restricted Performance Shares. The Trust Upon expiration of the restrictions applicable to all or any portion of the Performance Shares, subject to Pxxxxxxxx 0, Xxxxxxx shall deliver or cause to be delivered to the Key Employee or, in a certificate or certificates without the case of the Key Employee’s death, to the Key Employee’s beneficiary, one or more stock certificates Agreement Legend for the appropriate number of Shares, free of all such restrictions, as those shares to which the restrictions shall have expired. Upon forfeiture, in accordance with Paragraph 4, of all or any portion of the Restricted Performance Shares, the certificate or certificates representing the forfeited Restricted Performance Shares shall be canceled.

Award of Restricted Shares. (a) The Trust hereby confirms the grant Subject to the Key Employeerestrictions, as terms and conditions of this Agreement, 200 the Company hereby awards to the Holder Twenty Two Thousand (22,000) shares of Common Stock (the “Grant Date”), of ( ) Shares (the “"Restricted Shares”), ") in consideration of services actually rendered and to be rendered to the Company by Holder. Such Restricted Shares shall be subject to the restrictions and other terms and conditions Repurchase Right with respect to Unvested Shares (as hereinafter defined) as set forth herein in Section 4 herein. The Company and in Holder acknowledge and agree that the Planvalue of the services actually rendered to the Company prior to the date hereof by the Holder as consideration for the issuance of the Restricted Shares exceeds $220.00. (b) On or as soon as practicable after The Restricted Shares, when issued pursuant to the Grant Dateprovisions hereof, shall constitute issued and outstanding shares of Common Stock for all corporate purposes. Subject to the restrictions set forth herein, the Trust shall cause one or more stock certificates representing Holder will have the Restricted Shares right to be registered in the name exercise all rights, powers and privileges of the Key Employee. Such stock certificate or certificates shall be subject to such stop-transfer orders and other restrictions as the Board a holder of Trustees or any committee thereof may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Shares are listed and any applicable federal or state securities law, and the Trust may cause a legend or legends to be placed on such certificate or certificates to make appropriate reference to such restrictions. The certificate or certificates representing the Restricted Shares shall be held in custody by the Chief Financial Officer of the Trust until the Restricted Period (as hereinafter defined in Paragraph 3) Common Stock with respect thereto shall have lapsed. Simultaneously with the execution and delivery of this Agreement, the Key Employee shall deliver to the Trust one or more undated stock powers endorsed in blank relating to the Restricted Shares, including the right to vote, receive stock or cash dividends (but subject to the Repurchase Right with respect to Unvested Shares), participate in stock splits or other recapitalizations and exchange such shares in a merger, consolidation or other reorganization. The Trust shall deliver or cause to be delivered term "Restricted Shares," in addition to the Key Employee orshares received pursuant to this Agreement, also refers to all securities received in the case of the Key Employee’s death, to the Key Employee’s beneficiary, one or more stock certificates for the appropriate number of Shares, free of all such restrictions, as to which the restrictions shall have expired. Upon forfeiture, in accordance with Paragraph 4, of all or any portion replacement of the Restricted Shares, as a stock dividend or as a result of any stock split, recapitalization, merger, reorganization, exchange or the certificate like, and all new, substituted or additional securities or other properties to Holder is entitled by reason of Holder’s ownership of the Restricted Shares. (c) The Company shall hold the certificates representing the forfeited any Restricted Shares which are subject to the Repurchase Right (as defined below) in escrow, provided that any Restricted Shares held in escrow shall be canceledreleased from escrow and delivered to Holder as and when such shares are no longer subject to the Repurchase Right. In addition, Holder shall execute an assignment, in the form attached hereto as Exhibit A, with respect to the Restricted Shares.