Common use of Grant of Restricted Shares Clause in Contracts

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

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

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

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

Grant of Restricted Shares. Effective as of the Grant Date, the Company shall cause to be issued in the ExecutiveRecipient’s name the following Shares as Restricted Shares: shares of the common stock of the Company’s common stock, $.01 0.001 par valuevalue per share (the “Target Number of Shares”). The Company shall cause certificates evidencing its registrar and transfer agent to record the issuance of the Restricted Shares in electronic form (book entry) in an account registered in the Recipient’s name, and, subject to the Forfeiture Restrictions and other terms and conditions of this Award Agreement, the Recipient shall have all the rights of a stockholder with respect to such Restricted Shares, and any including the right to vote such Shares. Dividends paid with respect to Restricted Shares in cash or property other than shares of Stock or rights to acquire shares of Stock distributed by the Company in respect of Restricted Shares during any Period of Restriction (the “Retained Distributions”), to shall be issued in the Executive’s name. During the Period of Restriction such certificates shall bear a restrictive legend to the effect that ownership of such Restricted Shares (accumulated and any Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Executive shall have the right to vote the Restricted Shares awarded to the Executive and to receive and retain all regular dividends paid in cash (or other property (other than Retained Distributions)or rights, as applicable) if and to exercise all other rightsthe extent that the Shares to which they relate vest under this Award Agreement, powers within thirty days of the date upon which the Shares to which they relate vest. No interest shall be credited on accrued dividends. Dividends paid in shares of Stock or rights to acquire shares of Stock shall be added to and privileges become a part of a holder of Shares, with respect to such the Restricted Shares, with the exception that (a) the Executive shall not be entitled to delivery of the stock certificate or certificates representing such . The Restricted Shares until shall remain in the Forfeiture Restrictions applicable thereto Recipient’s book entry account and shall have expired, (b) the Company shall retain custody of all Retained Distributions made or declared with respect continue to the Restricted Shares (and such Retained Distributions shall be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Distributions shall have been made, paid, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) the Executive may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Shares or any Retained Distributions during the Period of Restriction. Upon issuance the certificates shall be delivered to such depository as may be designated by the Committee as a depository for safekeeping Forfeiture Restrictions until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together with stock powers or other instruments lapse and the withholding provisions of assignment, each endorsed in blank, which will permit transfer Section 9 have been satisfied. This Award is subject to the Company of all or any portion of the Restricted Shares and any securities constituting Retained Distributions which shall be forfeited in accordance with the Plan and this Agreement. In accepting the award of Shares set forth in this Agreement the Executive accepts and agrees to be bound by all the terms and conditions provisions of the Plan Plan, which are hereby incorporated herein by reference and the terms and provisions of this Award Agreement.

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

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

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

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

Grant of Restricted Shares. Effective (a) The Award is subject to the terms of the Plan. The terms of the Plan are incorporated into this Agreement by this reference. (b) You must accept the terms of this Agreement by returning a signed copy to the Company within 60 days after the Agreement is presented to you for review. The Committee may unilaterally cancel and forfeit the Award in its entirety if you do not accept the terms of this Agreement. (c) As soon as of practicable after the Grant Date, the Company shall cause to be issued in the Executive’s name the following Shares as Restricted Shares: shares of the Company’s common stock, $.01 par value. The Company shall cause certificates evidencing the Restricted Shares, and any shares of Stock or rights to acquire shares of Stock distributed by the Company in respect of Restricted Shares during any Period of Restriction (the “Retained Distributions”), to be issued in the Executive’s name. During the Period of Restriction such certificates shall bear will direct that a restrictive legend to the effect that ownership of such Restricted Shares (and any Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Executive shall have the right to vote the Restricted Shares awarded to the Executive and to receive and retain all regular dividends paid in cash or property (other than Retained Distributions), and to exercise all other rights, powers and privileges of a holder of Shares, with respect to such Restricted Shares, with the exception that (a) the Executive shall not be entitled to delivery of the stock certificate or certificates representing such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Shares (and such Retained Distributions shall be subject registered in your name. Such certificate(s) will be held in the custody of the Company or its designee until the expiration of the Restricted Period. Upon the request of the Company, you will be required to deliver to the same restrictions, terms and conditions as are applicable Company one or more stock powers endorsed in blank relating to the Restricted Shares. (d) until such time, if ever, as If a certificate for the Restricted Shares with respect is delivered to which you under the Award, the certificate may bear the following or a similar legend as determined by the Company: The ownership and transferability of this certificate and the shares of stock represented hereby are subject to the terms (including forfeiture) of the Evolus, Inc. 2017 Omnibus Incentive Plan and a restricted shares award agreement entered into between the registered owner and Evolus, Inc. Copies of such Retained Distributions shall have been madeplan and agreement are on file in the executive offices of Evolus, paidInc. In addition, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) the Executive may not sell, assign, transfer, pledge, exchange, encumber, or dispose of any stock certificates for the Restricted Shares will be subject to any stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the SEC, any securities exchange or similar entity upon which the Shares are then listed, and any Retained Distributions during applicable federal or state securities law, and the Period Company may cause a legend or legends to be placed on any certificates to make appropriate reference to these restrictions. (e) Any issuance of Restriction. Upon issuance Shares under the certificates shall be delivered to such depository as Award may be designated effected on a non-certificated basis, to the extent not prohibited by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs applicable law or the Forfeiture Restrictions lapse, together with stock powers or other instruments applicable rules of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Shares and any securities constituting Retained Distributions which shall be forfeited in accordance with the Plan and this Agreement. In accepting the award of Shares set forth in this Agreement the Executive accepts and agrees to be bound by all the terms and conditions of the Plan and this Agreementexchange or similar entity.

Grant of Restricted Shares. Effective (a) The Award is subject to the terms of the Plan. The terms of the Plan are incorporated into this Agreement by this reference. (b) You must accept the terms of this Agreement within 10 business days after the Agreement is presented to you for review by returning a signed copy of this Agreement to the Company in accordance with such procedures as the Company may establish. The Committee may unilaterally cancel and forfeit all or a portion of the Award if you do not timely accept the terms of this Agreement. (c) As soon as practicable after the Grant Date, the Company shall cause to be issued in the Executive’s name the following Shares as Restricted Shares: shares of the Company’s common stock, $.01 par value. The Company shall cause certificates evidencing the Restricted Shares, and any shares of Stock or rights to acquire shares of Stock distributed by the Company in respect of Restricted Shares during any Period of Restriction (the “Retained Distributions”), to be issued in the Executive’s name. During the Period of Restriction such certificates shall bear will direct that a restrictive legend to the effect that ownership of such Restricted Shares (and any Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Executive shall have the right to vote the Restricted Shares awarded to the Executive and to receive and retain all regular dividends paid in cash or property (other than Retained Distributions), and to exercise all other rights, powers and privileges of a holder of Shares, with respect to such Restricted Shares, with the exception that (a) the Executive shall not be entitled to delivery of the stock certificate or certificates representing such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Shares (and such Retained Distributions shall be subject registered in your name. Such certificate(s) will be held in the custody of the Company or its designee until the expiration of the Restricted Period. Upon the request of the Company, you will be required to deliver to the same restrictions, terms and conditions as are applicable Company 1 or more stock powers endorsed in blank relating to the Restricted Shares. (d) until such time, if ever, as If a certificate for the Restricted Shares with respect is delivered to which you under the Award, the certificate may bear the following or a similar legend as determined by the Company: The ownership and transferability of this certificate and the shares of stock represented hereby are subject to the terms (including forfeiture) of the Jamf Holding Corp. Omnibus Incentive Plan and a restricted shares award agreement entered into between the registered owner and Jamf Holding Corp. Copies of such Retained Distributions shall have been madeplan and agreement are on file in the executive offices of Jamf Holding Corp. In addition, paid, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) the Executive may not sell, assign, transfer, pledge, exchange, encumber, or dispose of any stock certificates for the Restricted Shares will be subject to any stop-transfer orders and other restrictions as the Company may deem advisable under Applicable Law, and the Company may cause a legend or legends to be placed on any Retained Distributions during the Period of Restrictioncertificates to make appropriate reference to these restrictions. Upon issuance the certificates shall be delivered to such depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapseIn addition, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer you acknowledge and expressly agree to the Company lock-up terms of all or any portion of the Restricted Shares and any securities constituting Retained Distributions which shall be forfeited in accordance with the Plan and this Agreement. In accepting the award of Shares set forth in this Agreement the Executive accepts and agrees to be bound by all the terms and conditions Section 13.21 of the Plan (and this Agreementany successor terms). (e) Any issuance of Shares under the Award may be effected on a non-certificated basis, to the extent not prohibited by Applicable Law.

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

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

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

Grant of Restricted Shares. Effective as (a) Subject to the provisions of this Agreement and to the provisions of the Grant DatePlan, the Company shall cause hereby grants to be issued in the Executive’s name the following Shares as Restricted Shares: Grantee that number of shares of restricted Common Stock of the Company’s common stock, par value $.01 par valueper share, set forth on Annex I attached hereto (the "Restricted Shares"). The Restricted Shares shall be issued by the Company and registered in the name of the Grantee. They may be evidenced either by means of a certificate or through the entry of an uncertificated book position on the stock transfer books of the Company, at the Company's option. Certificates issued with respect to Restricted Shares shall cause certificates evidencing the Restricted Shares, and any shares of Stock or rights to acquire shares of Stock distributed be held by the Company in respect of Restricted Shares during any Period of Restriction (escrow under the “Retained Distributions”), to be issued in the Executive’s nameterms hereof. During the Period of Restriction such Such certificates shall bear a restrictive the legend to set forth in subsection (c) below or such other appropriate legend as the effect that ownership of such Restricted Shares (Committee shall determine, which legend shall be removed only if and any Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Executive shall have the right to vote when the Restricted Shares awarded to the Executive and to receive and retain all regular dividends paid in cash or property (other than Retained Distributions)vest as provided herein, and to exercise all other rights, powers and privileges of a holder of Shares, with respect to such Restricted Shares, with the exception that (a) the Executive shall not be entitled to delivery of the stock certificate or certificates representing such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Shares (and such Retained Distributions shall be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to at which such Retained Distributions shall have been made, paid, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) the Executive may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Shares or any Retained Distributions during the Period of Restriction. Upon issuance time the certificates shall be delivered to the Grantee. Uncertificated book positions shall be subject to such depository "stop transfer" or other appropriate restrictions in the stock transfer books of the Company as may be designated by the Committee shall determine. Upon the issuance of Restricted Shares hereunder, the Grantee shall be entitled to vote the Restricted Shares, and shall be entitled to receive, free of all restrictions, ordinary cash dividends and dividends in the form of shares thereon; provided, however, that dividends in respect of Restricted Shares as a depository for safekeeping to which vesting is conditioned upon the achievement of performance goals ("Performance-Based Awards") shall be accumulated and not paid out to the Grantee unless and until the Restricted Shares vest. Grantees of Restricted Shares that are not Performance-Based Awards shall not be required to return any such ordinary dividends to the Company in the event of forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together with stock powers Shares. The Grantee's right to receive any extraordinary dividends or other instruments distributions with respect to Restricted Shares prior to their becoming nonforfeitable shall be at the sole discretion of assignmentthe Committee, each endorsed but in blankthe event of any such extraordinary event, which will permit transfer the Committee shall take such action as is appropriate to preserve the value of, and prevent the unintended enhancement of the value of, the Restricted Shares. (b) In order to comply with any applicable securities laws, the Company may require the Grantee (i) to furnish evidence satisfactory to the Company (including a written and signed representation letter) to the effect that the Restricted Shares were acquired for investment only and not for resale or distribution and (ii) to agree that the Restricted Shares shall only be sold by the Grantee following registration under the Securities Act of all 1933, as amended, or pursuant to an exemption therefrom. (c) Unless otherwise determined by the Committee, any portion certificate issued in respect of the Restricted Shares and prior to the lapse of any securities constituting Retained Distributions which outstanding restrictions relating thereto shall be forfeited in accordance with bear the Plan and this Agreement. In accepting following legend: "The sale, transfer, alienation, attachment, assignment, pledge or encumbrance of the award shares of Shares set forth in this Agreement the Executive accepts and agrees stock represented hereby are subject to be bound by all the terms and conditions (including forfeiture) of The Xxxxx Group Inc. 2009 Long Term Incentive Plan and an Agreement entered into by the registered owner and the Company dated as of [DATE]. Copies of such Plan and Agreement are on file at the offices of the Plan Company. Any attempt to dispose of these shares in contravention of the applicable restrictions, including by way of sale, assignment, transfer, pledge, hypothecation or otherwise, shall be null and this Agreementvoid and without effect."

Grant of Restricted Shares. Effective as of the Grant Date, the Company shall cause to be issued in the Executive’s name the following Shares as Restricted Shares: shares of the Company’s common stock, $.01 par value. (a) The Company shall cause certificates evidencing the Restricted Shareshereby grants to Executive on October 6, and any shares of Stock or rights to acquire shares of Stock distributed by the Company in respect of Restricted Shares during any Period of Restriction 2005 (the “Retained DistributionsAward Date”), to be issued in the Executive’s name. During the Period of Restriction such certificates shall bear a restrictive legend to the effect that ownership of such Restricted Shares (and any Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Executive shall have the right to vote the Restricted Shares awarded to the Executive and to receive and retain all regular dividends paid in cash or property (other than Retained Distributions), and to exercise all other rights, powers and privileges of a holder of Shares, with respect to such Restricted Shares, with the exception that (a) the Executive shall not be entitled to delivery of the stock certificate or certificates representing such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Shares (and such Retained Distributions shall be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Distributions shall have been made, paid, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) the Executive may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Shares or any Retained Distributions during the Period of Restriction. Upon issuance the certificates shall be delivered to such depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Shares and any securities constituting Retained Distributions which shall be forfeited in accordance with the Plan and this Agreement. In accepting the award of Shares set forth in this Agreement the Executive accepts and agrees to be bound by all the terms and conditions of the Plan and subject further to the terms and conditions of this Agreement, EIGHT THOUSAND (8,000) common shares of the Company (the “Restricted Shares”) as a Restricted Share Award under the Plan. If and when the restrictions set forth in Section 1.2 expire in accordance with the terms of this Agreement without forfeiture of the Restricted Shares, and upon satisfaction of all other applicable conditions with respect to the Restricted Shares, such shares shall no longer be considered restricted for purposes of this Agreement. (b) As soon practicable after the Award Date, the Company shall direct that a stock certificate representing the Restricted Shares be registered in the name of and issued to Executive. Such certificate shall be held in the custody of the Company or its designee until such Restricted Shares are no longer considered restricted. (c) By executing this Agreement, Executive irrevocably appoints the Vice President, Finance and the Secretary of the Company, and each of them, as his true and lawful attorney in fact, with power (i) to sign in Executive’s name and on Executive’s behalf stock certificates and stock powers covering the Restricted Shares and such other documents and instruments as the Committee deems necessary or desirable to carry out the terms of this Agreement and (ii) to take such other action as the Committee deems necessary or desirable to effectuate the terms of this Agreement. This power, being coupled with an interest, is irrevocable. Executive agrees to execute such other stock powers and documents as may be reasonably requested from time to time by the Committee to effectuate the terms of this Agreement. (d) Each certificate for the Restricted Shares shall bear the following legend (the “Legend”): “The ownership and transferability of this certificate and the common shares represented hereby are subject to the terms and conditions (including forfeiture) of the Rxxxxxx & Mxxxx, Inc. 2004 Stock Incentive Plan As Amended and an Award Agreement for Restricted Shares entered into between the registered owner and Rxxxxxx & Mxxxx, Inc. Copies of such Plan and Agreement are on file in the executive offices of Rxxxxxx & Mxxxx, Inc.” In addition, the stock certificate for the Restricted Shares shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange or securities association upon which the common shares are then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be placed on such certificate or certificates to make appropriate reference to such restrictions. (e) As soon as administratively practicable following the Vesting Date (as defined in Section 1.3), and upon the satisfaction of all other applicable conditions with respect to the Restricted Shares, the Company shall deliver or cause to be delivered to Executive a certificate or certificates for the Restricted Shares which shall not bear the Legend.

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

Grant of Restricted Shares. Effective as (a) As of the Grant Datedate of this Agreement (the “Date of Grant”), the Company shall cause grants to be issued the Executive the number of shares of its common stock set forth in the Executive’s name the following Shares as Restricted Shares: shares of the Company’s common stock, $.01 par value. The Company shall cause certificates evidencing the Restricted Shares, and any shares of Stock or rights to acquire shares of Stock distributed by the Company in respect of Restricted Shares during any Period of Restriction attachment hereto (the “Retained DistributionsRestricted Shares”), to be issued in the Executive’s name. During the Period of Restriction such certificates shall bear a restrictive legend to the effect that ownership of such Restricted Shares (and any Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Executive shall have the right to vote the Restricted Shares awarded to the Executive and to receive and retain all regular dividends paid in cash or property (other than Retained Distributions), and to exercise all other rights, powers and privileges of a holder of Shares, with respect to such Restricted Shares, with the exception that (a) the Executive shall not be entitled to delivery of the stock certificate or certificates representing such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Shares (and such Retained Distributions shall be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Distributions shall have been made, paid, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) the Executive may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Shares or any Retained Distributions during the Period of Restriction. Upon issuance the certificates shall be delivered to such depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Shares and any securities constituting Retained Distributions which shall be forfeited in accordance with the Plan and this Agreement. In accepting the award of Shares restrictions set forth in this Agreement the Executive accepts and agrees to be bound by all Paragraph 1.2 hereof, the terms and conditions of the Plan, and the other terms and conditions hereof. If and when the restrictions set forth in Paragraph 1.2 expire in accordance with the terms of this Agreement without forfeiture of the Restricted Shares, and upon the satisfaction of all other applicable conditions with respect to the Restricted Shares, those shares shall no longer be considered Restricted Shares for purposes hereof. (b) As soon as practicable after the Date of Grant, the Company shall, at its sole discretion, either: (i) direct that a stock certificate or certificates representing the applicable Restricted Shares be registered in the name of the Executive. That certificate or certificates shall be held in the custody of the Company or its designee until the expiration of the applicable Restricted Period (as defined in Paragraph 1.3). If the Company directs that a stock certificate or certificates representing the Restricted Shares be issued, on or before the date of the execution hereof, the Executive shall have delivered to the Company one or more stock powers endorsed in blank relating to the Restricted Shares. Each certificate for the Restricted Shares shall bear the following legend (the “Legend”): CPP The ownership and transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including those relating to forfeiture) of the 2009 Executive Incentive Plan and this Agreementa Restricted Stock Award Agreement entered into between the registered owner and Wilmington Trust Corporation. Copies of the Plan and Agreement are on file in the executive offices of the Company in Wilmington, Delaware. In addition, the stock certificate or certificates for the Restricted Shares shall be subject to stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Company’s common stock is then listed, and any applicable federal or state securities laws. The Company may cause a legend or legends to be placed on that certificate or certificates to make appropriate reference to those restrictions. (ii) in lieu of directing that a stock certificate or certificates representing the Restricted Shares be issued, the Company may direct that the Restricted Shares be issued in book entry form, subject to the restrictions set forth herein. (c) As soon as administratively practicable following the vesting of any portion of the Restricted Shares, and upon the satisfaction of all other applicable conditions relating to the Restricted Shares (including, without limitation, the payment by the Executive of all applicable withholding taxes), but in no event before the Permitted Vesting Dates (as defined in Section 13(e)), the Company shall deliver or cause to be delivered to the Executive a certificate or certificates for the applicable Restricted Shares that shall not bear the Legend.

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

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

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

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

Grant of Restricted Shares. Effective as (i) The Company hereby issues to the Executive 1,500,000 Shares on the terms and conditions set forth herein. All of the Grant DateShares shall be subject to forfeiture during the period terminating August 12, 2019 (“Restriction Period”). The Shares shall be represented by three stock certificates registered in the name of the Executive, each of which shall represent 500,000 Shares. The certificates (collectively, the “Restricted Share Certificates”) shall bear the legends set forth in Sections 5(v) and 5(vi) of this Agreement. The Restricted Share Certificates shall be deposited by the Executive with the Company, together with stock powers endorsed in blank, which will permit transfer to the Company shall cause to be issued in the Executive’s name the following Shares as Restricted Shares: shares of all or any portion of the Company’s common stock, $.01 par value. The Company shall cause Shares represented by such certificates evidencing the Restricted Shares, and any shares of Stock or rights to acquire shares of Stock distributed by the Company in respect of Restricted Shares during any Period of Restriction (the “Retained DistributionsRestricted Shares”)) that shall be forfeited or shall not become vested in accordance with the terms of this Agreement. (ii) After issuance, to be issued in the Executive’s name. During the Period of Restriction such certificates shall bear a restrictive legend to the effect that ownership of such Restricted Shares (shall constitute issued and any Retained Distributions), outstanding shares of Common Stock for all corporate purposes unless and until forfeited in accordance with the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreementterms hereof. The Executive shall have the right to vote the such Restricted Shares awarded to the Executive and Shares, to receive and retain all regular cash dividends paid as the Board may, in cash or property (other than Retained Distributions)its sole discretion, pay on such Restricted Shares, and to exercise all other of the rights, powers and privileges of a holder of Shares, Common Stock with respect to such Restricted Shares, with the exception except that (a) the Executive shall not be entitled to delivery of the stock certificate or certificates representing such Restricted Share Certificates until the Restricted Shares until represented by the Forfeiture Restrictions applicable thereto shall have expired, Restricted Share Certificates vest in accordance with subparagraph (iii) below; and (b) other than cash dividends as the Board, in its sole discretion, distributes, the Company shall will retain custody of all distributions (“Retained Distributions Distributions”) made or declared with respect to the Restricted Shares (and such Retained Distributions shall will be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Distributions shall have been made, paid, or declared shall distributed have become vested. (iii) Assuming, and such Retained Distributions shall not bear interest or be segregated in separate accounts and Executive is still employed with the Company, (ca) if the Executive may not sell, assign, transfer, pledge, exchange, encumberCompany’s average monthly revenues are at least $300,000 per month over a six consecutive month period, or dispose of the Restricted Shares or any Retained Distributions during the Period of Restriction. Upon issuance the certificates shall be delivered to such depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company has a market cap of all or any portion at least $21,600,000 for a 180 day period, 500,000 of the Restricted Shares and any securities constituting the Retained Distributions with respect thereto shall become vested, (b) if the Company’s average monthly revenues are at least $600,000 per month over a six consecutive month period, or the Company has a market cap of at least $43,200,000 for a 180 day period, an additional 500,000 of the Restricted Shares and the Retained Distributions with respect thereto shall become vested and (c) if the Company’s average monthly revenues are at least $900,000 per month over a six consecutive month period, or the Company has a market cap of at least $64,800,000 for a 180 day period, the final 500,000 of the Restricted Shares and the Retained Distributions with respect thereto shall become vested. After the date that any of the Restricted Shares become vested, upon the request of the Executive, the Company shall promptly instruct its transfer agent to issue and deliver to the Executive a new certificate for the Shares that have vested, which certificate shall not bear the legend set forth in Section 5(vi). If, at any time prior to the vesting of the Restricted Shares in accordance with this Section 1(iii), the Executive’s employment with the Company is terminated, then the Restricted Shares that have not then vested (and the Retained Distributions with respect thereto) shall be forfeited in accordance to the Company and the Executive shall not thereafter have any rights with respect to such Restricted Shares. Notwithstanding the foregoing, if Executive’s employment with the Plan and this Agreement. In accepting Company is terminated at any time other than by the award Company for “Cause” or by the Executive without “Good Reason” (each as defined in the Executive’s employment agreement with the Company), then all of the Restricted Shares set forth shall automatically vest. (iv) Nothing in this Agreement shall confer on the Executive accepts and agrees any right to be bound by all continue in the terms and conditions employ of, or other relationship with, the Company (or with any parent, subsidiary or affiliate of the Plan and this AgreementCompany) or limit in any way the right of the Company (or of any parent, subsidiary or affiliate of the Company) to terminate the Executive’s employment or other relationship with the Company (or with any parent, subsidiary or affiliate of the Company) at any time, with or without cause.

Grant of Restricted Shares. Effective as As of the Grant Date, the Company hereby grants and conveys to Employee the number of shares of Restricted Stock specified on the signature page of this Agreement (the “Restricted Shares”). (a) All of the Restricted Shares shall cause be subject to be issued the terms and provisions of the Plan, which are incorporated herein by this reference. Except to the extent expressly provided by the Plan, in the Executiveevent of any conflict between the terms and provisions of this Agreement and those of the Plan, the terms and provisions of the Plan, including those with respect to the powers of the Committee, shall prevail and be controlling. (b) The Restricted Shares shall be registered in Employee’s name as of the following Shares as Restricted Shares: shares Grant Date through a book entry credit in the records of the Company’s common stocktransfer agent, $.01 par value. The Company but shall cause certificates evidencing be restricted as described herein during the Restricted Shares, and any period prior to the vesting of such shares of Stock or rights to acquire shares of Stock distributed by the Company in respect of Restricted Shares during any Period of Restriction accordance with Section 3 (the “Retained DistributionsRestriction Period”), to be issued in the Executive’s name. During the Period of Restriction such Period, any certificates shall bear a restrictive legend to representing the effect that ownership of such Restricted Shares (and any Retained Distributions), and shall carry a legend evidencing the enjoyment restrictions of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Executive terms of any such legend shall have be determined by the right Committee in its sole discretion. (c) If, from time to vote time during the Restriction Period, there is any stock dividend, stock split, reorganization, recapitalization, merger, or other event described in Section 14 of the Plan, any and all new, substituted, additional, or other securities to which Employee is entitled by reason of his ownership of the Restricted Shares awarded shall be considered “Restricted Shares” for purposes of this Agreement and shall be subject to the Executive and restrictions described in Section 2 during the Restriction Period. (d) Subject to receive and retain the restrictions set forth in Section 2, Employee shall have all regular dividends paid in cash or property (other than Retained Distributions), and to exercise all other rights, powers and privileges the rights of a holder of Shares, with respect to such Restricted Shares, with the exception that (a) the Executive shall not be entitled to delivery of the stock certificate or certificates representing such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all Retained Distributions made or declared stockholder with respect to the Restricted Shares (Shares, including any applicable voting and such Retained Distributions shall be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Distributions shall have been made, paid, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) the Executive may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Shares or any Retained Distributions during the Period of Restriction. Upon issuance the certificates shall be delivered to such depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Shares and any securities constituting Retained Distributions which shall be forfeited in accordance with the Plan and this Agreement. In accepting the award of Shares set forth in this Agreement the Executive accepts and agrees to be bound by all the terms and conditions of the Plan and this Agreementdividend rights.

Grant of Restricted Shares. Effective (a) The Award is subject to the terms of the Plan. The terms of the Plan are incorporated into this Agreement by this reference. (b) You must accept the terms of this Agreement by returning a signed copy to the Company within 60 days after the Agreement is presented to you for review. The Committee may unilaterally cancel and forfeit the Award in its entirety if you do not accept the terms of this Agreement. (c) As soon as of practicable after the Grant Date, the Company shall cause to be issued in the Executive’s name the following Shares as Restricted Shares: shares of the Company’s common stock, $.01 par value. The Company shall cause certificates evidencing the Restricted Shares, and any shares of Stock or rights to acquire shares of Stock distributed by the Company in respect of Restricted Shares during any Period of Restriction (the “Retained Distributions”), to be issued in the Executive’s name. During the Period of Restriction such certificates shall bear will direct that a restrictive legend to the effect that ownership of such Restricted Shares (and any Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Executive shall have the right to vote the Restricted Shares awarded to the Executive and to receive and retain all regular dividends paid in cash or property (other than Retained Distributions), and to exercise all other rights, powers and privileges of a holder of Shares, with respect to such Restricted Shares, with the exception that (a) the Executive shall not be entitled to delivery of the stock certificate or certificates representing such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Shares (and such Retained Distributions shall be subject registered in your name. Such certificate(s) will be held in the custody of the Company or its designee until the expiration of the Restricted Period. Upon the request of the Company, you will be required to deliver to the same restrictions, terms and conditions as are applicable Company one or more stock powers endorsed in blank relating to the Restricted Shares. (d) until such time, if ever, as If a certificate for the Restricted Shares with respect is delivered to which you under the Award, the certificate may bear the following or a similar legend as determined by the Company: The ownership and transferability of this certificate and the shares of stock represented hereby are subject to the terms (including forfeiture) of the Axonics Modulation Technologies, Inc. 2018 Omnibus Incentive Plan and a restricted shares award agreement entered into between the registered owner and Axonics Modulation Technologies, Inc. Copies of such Retained Distributions shall have been madeplan and agreement are on file in the executive offices of Axonics Modulation Technologies, paidInc. In addition, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) the Executive may not sell, assign, transfer, pledge, exchange, encumber, or dispose of any stock certificates for the Restricted Shares will be subject to any stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the SEC, any securities exchange or similar entity upon which the Shares are then listed, and any Retained Distributions during applicable federal or state securities law, and the Period Company may cause a legend or legends to be placed on any certificates to make appropriate reference to these restrictions. (e) Any issuance of Restriction. Upon issuance Shares under the certificates shall be delivered to such depository as Award may be designated effected on a non-certificated basis, to the extent not prohibited by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs applicable law or the Forfeiture Restrictions lapse, together with stock powers or other instruments applicable rules of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Shares and any securities constituting Retained Distributions which shall be forfeited in accordance with the Plan and this Agreement. In accepting the award of Shares set forth in this Agreement the Executive accepts and agrees to be bound by all the terms and conditions of the Plan and this Agreementexchange or similar entity.

Grant of Restricted Shares. Effective as (i) The Company hereby issues to the Holder Shares on the terms and conditions set forth herein. All of the Grant DateShares shall be subject to forfeiture during the period terminating March , the Company 2015 (“Restriction Period”). The Shares shall cause to be issued represented by one stock certificate (“Restricted Stock Certificate”) registered in the Executive’s name the following Shares as Restricted Shares: shares of the Company’s common stockHolder, $.01 par value. The Company shall cause certificates evidencing the Restricted Shares, and any shares of Stock or rights to acquire shares of Stock distributed by the Company in respect of Restricted Shares during any Period of Restriction (the “Retained Distributions”), to be issued in the Executive’s name. During the Period of Restriction such certificates which certificate shall bear a restrictive legend to the effect that ownership legends set forth in Sections 5(v) and 5(vi) of such Restricted Shares (and any Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Executive Restricted Stock Certificate shall be deposited by the Holder with the Company, together with stock powers endorsed in blank, which will permit transfer to the Company of all or any portion of the Shares represented by such certificates (the “Restricted Shares”) that shall be forfeited or shall not become vested in accordance with the terms of this Agreement. (ii) After issuance, the Restricted Shares shall constitute issued and outstanding shares of Common Stock for all corporate purposes unless and until forfeited in accordance with the terms hereof. The Holder shall have the right to vote the such Restricted Shares awarded to the Executive and Shares, to receive and retain all regular cash dividends paid as the Board may, in cash or property (other than Retained Distributions)its sole discretion, pay on such Restricted Shares, and to exercise all other of the rights, powers and privileges of a holder of Shares, Common Stock with respect to such Restricted Shares, with the exception except that (a) the Executive Holder shall not be entitled to delivery of the stock certificate or certificates representing such Restricted Stock Certificate until the Restricted Shares until represented by the Forfeiture Restrictions applicable thereto shall have expired, Restricted Stock Certificate vest in accordance with subparagraph (iii) below; and (b) other than cash dividends as the Board, in its sole discretion, distributes, the Company shall will retain custody of all distributions (“Retained Distributions Distributions”) made or declared with respect to the Restricted Shares (and such Retained Distributions shall will be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Distributions shall have been made, paid, or declared shall distributed have become vested. (iii) On March , 2015, if the Holder is still [employed by/serving as a director of] the Company, the Restricted Shares and such the Retained Distributions with respect thereto shall become vested. After the date that any of the Restricted Shares become vested, upon the request of the Holder the Company shall promptly instruct its transfer agent to issue and deliver to the Holder a new certificate for the Shares that have vested, which certificate shall not bear interest the legend set forth in Section 5(vi). If, at any time prior to the vesting of the Restricted Shares in accordance with this Section 1(iii), the Holder’s [employment/relationship] with the Company is terminated, then the Restricted Shares that have not then vested (and the Retained Distributions with respect thereto) shall be forfeited to the Company and the Holder shall not thereafter have any rights with respect to such Restricted Shares. Notwithstanding the foregoing, if Holder’s [employment/relationship] with the Company is terminated at any time other than by the Company for “cause” or be segregated by the Holder without “good reason” [(each as defined in separate accounts the Holder’s employment agreement with the Company)], then all of the Restricted Shares shall automatically vest. [As used herein, “Cause” shall mean: (a) the refusal or failure by Holder to carry out specific reasonable directions of the person Holder reports to or the Board of Directors which are of a material nature and consistent with Holder’s position or the refusal or failure by Holder to perform a reasonable material part of Holder’s duties to the Company; (b) fraud or dishonest action by Holder in his relations with the Company or any of its subsidiaries or affiliates (“dishonest ” for these purposes shall mean Holder knowingly making a material misstatement or omission for Holder’s personal benefit); or (c) the Executive may conviction of Holder of a felony under federal or state law. Notwithstanding the foregoing, no “Cause” for termination shall be deemed to exist with respect to Holder’s acts described in clause (a) above, unless the Company shall have given written notice to Holder within a period not sell, assign, transfer, pledge, exchange, encumber, or dispose to exceed seven (7) calendar days of the Restricted Shares Company’s knowledge of the initial existence of the occurrence, specifying the “Cause” with reasonable particularity and, within seven (7) calendar days after such notice, Holder shall not have cured or eliminated the problem or thing giving rise to such “Cause;” provided, however, no more than two cure periods need be provided during any Retained Distributions during twelve-month period. As used herein, “Good Reason” shall mean the Period occurrence of Restrictionany of the following circumstances without Holder’s prior written consent: (a) material breach of this Agreement by the Company; (b) a failure by the Company to make any payment to Holder when due, unless the payment is not material or is being contested by the Company, in good faith; or (c) a liquidation, bankruptcy or receivership of the Company. Upon issuance Notwithstanding the certificates foregoing, no “Good Reason” shall be delivered deemed to such depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together exist with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer respect to the Company ’s acts described in clauses (a) or (b) above, unless Holder shall have given written notice to the Company within a period not to exceed seven (7) calendar days of all or any portion Holder’s knowledge of the Restricted Shares and any securities constituting Retained Distributions which initial existence of the occurrence, specifying the “Good Reason” with reasonable particularity and, within seven (7) calendar days after such notice, the Company shall not have cured or eliminated the problem or thing giving rise to such “Good Reason”; provided, however, that no more than two cure periods shall be forfeited in accordance with the Plan and this Agreement. In accepting the award of Shares set forth in this Agreement the Executive accepts and agrees to be bound by all the terms and conditions of the Plan and this Agreementprovided during any twelve-month period.]

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

Grant of Restricted Shares. Effective as (a) As of the Grant DateDate of Grant, the Company shall cause grants to be issued in the Executive’s name the following Shares as Restricted Shares: Executive shares of the Company’s common stock, $.01 par value. The Company shall cause certificates evidencing the Restricted Shares, and any shares of Common Stock or rights to acquire shares of Stock distributed by the Company in respect of Restricted Shares during any Period of Restriction (the “Retained DistributionsRestricted Shares”), to be issued in the Executive’s name. During the Period of Restriction such certificates shall bear a restrictive legend to the effect that ownership of such Restricted Shares (and any Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Executive shall have the right to vote the Restricted Shares awarded to the Executive and to receive and retain all regular dividends paid in cash or property (other than Retained Distributions), and to exercise all other rights, powers and privileges of a holder of Shares, with respect to such Restricted Shares, with the exception that (a) the Executive shall not be entitled to delivery of the stock certificate or certificates representing such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Shares (and such Retained Distributions shall be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Distributions shall have been made, paid, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) the Executive may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Shares or any Retained Distributions during the Period of Restriction. Upon issuance the certificates shall be delivered to such depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Shares and any securities constituting Retained Distributions which shall be forfeited in accordance with the Plan and this Agreement. In accepting the award of Shares restrictions set forth in Paragraph 1.2 of this Agreement the Executive accepts and agrees to be bound by all Agreement, the terms and conditions of the Plan Program and the other terms and conditions contained in this Agreement. If and when the restrictions set forth in Paragraph 1.2 expire in accordance with the terms of this Agreement without forfeiture of the Restricted Shares, and upon the satisfaction of all other applicable conditions as to the Restricted Shares, such shares shall no longer be considered Restricted Shares for purposes of this Agreement. (b) As soon as practicable after the Date of Grant, the Company shall direct that a stock certificate or certificates representing the applicable Restricted Shares be registered in the name of and issued to the Executive. Such certificate or certificates shall be held in the custody of the Company or its designee until the expiration of the applicable Restricted Period (as defined in Paragraph 1.3). On or before the date of execution of this Agreement, the Executive has delivered to the Company one or more stock powers endorsed in blank relating to the Restricted Shares. (c) Each certificate for the Restricted Shares shall bear the following legend (the “Program Legend”): The ownership and transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Restricted Stock Award Program under the Teledyne Technologies Incorporated 1999 Incentive Plan and a Restricted Stock Award Agreement entered into between the registered owner and Teledyne Technologies Incorporated. Copies of such Program and Agreement are on file in the offices of Teledyne Technologies Incorporated, 10000 Xxxx Xxxxxxx Xxxxxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000. In addition, the stock certificate or certificates for the Restricted Shares shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be placed on such certificate or certificates to make appropriate reference to such restrictions. (d) As soon as administratively practicable following the expiration of the Restricted Period without a forfeiture of the Restricted Shares, and upon the satisfaction of all other applicable conditions as to the Restricted Shares, including, but not limited to, the payment by the Executive of all applicable withholding taxes, the Company shall deliver or cause to be delivered to the Executive a certificate or certificates for the applicable Restricted Shares which shall not bear the Program Legend.

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

Grant of Restricted Shares. Effective (a) As of the Date of Grant, the Company grants to the Grantee the number of shares of Common Stock (the “Restricted Shares”) specified in the Grant Notice, subject to the terms, condition and restrictions set forth in this Agreement and the terms and conditions of the Plan. If and when the Restricted Period set forth in the Grant Notice expires without forfeiture of the Restricted Shares, and upon the satisfaction of all other applicable conditions as to the Restricted Shares, such shares shall no longer be considered Restricted Shares for purposes of this Agreement. (b) As soon as practicable after the Grant Date, the Company shall cause direct that the Restricted Shares be credited to be issued in the Executive’s name the following Shares as Restricted Shares: shares of Grantee but held by the Company’s common stock, $.01 par valuetransfer agent in an account in electronic form. The Restricted Shares shall be subject to such stop-transfer orders and other restrictions as the Company shall cause certificates evidencing may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law. (c) As soon as administratively practicable following the expiration of the Restricted Period without a forfeiture of such Restricted Shares, and upon the satisfaction of all other applicable conditions as to the Restricted Shares, and any shares of Stock or rights to acquire shares of Stock distributed including, but not limited to, the payment by the Grantee of all applicable withholding taxes, the Company shall deliver or cause to be delivered to the Grantee, either electronically or in respect of certificate form, the applicable Restricted Shares during any Period of Restriction (the “Retained Distributions”), to be issued in the Executive’s name. During the Period of Restriction such certificates which shall not bear a restrictive legend to the effect that ownership of such Restricted Shares (and any Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreementlegend. The Executive shall have the right Company may cause a legend or legends to vote the Restricted Shares awarded be placed on any such stock certificate to the Executive and make appropriate reference to receive and retain all regular dividends paid in cash any securities law or property (other than Retained Distributions), and to exercise all other rights, powers and privileges of a holder of Shares, with respect legal restrictions applicable to such Restricted Shares, with the exception that (a) the Executive shall not be entitled to delivery of the stock certificate or certificates representing such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Shares (and such Retained Distributions shall be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Distributions shall have been made, paid, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) the Executive may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Shares or any Retained Distributions during the Period of Restriction. Upon issuance the certificates shall be delivered to such depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Shares and any securities constituting Retained Distributions which shall be forfeited in accordance with the Plan and this Agreement. In accepting the award of Shares set forth in this Agreement the Executive accepts and agrees to be bound by all the terms and conditions of the Plan and this Agreementshares.

Grant of Restricted Shares. Effective (a) The Award is subject to the terms of the Plan. The terms of the Plan are incorporated into this Agreement by this reference. (b) You must accept the terms of this Agreement within 10 business days after the Agreement is presented to you for review by returning a signed copy of this Agreement to the Company in accordance with such procedures as the Company may establish. The Committee may unilaterally cancel and forfeit all or a portion the Award if you do not timely accept the terms of this Agreement. (c) Except as otherwise determined pursuant to Section 1(e) below, as soon as practicable after the Grant Date, the Company shall cause to be issued in the Executive’s name the following Shares as Restricted Shares: shares of the Company’s common stock, $.01 par value. The Company shall cause certificates evidencing the Restricted Shares, and any shares of Stock or rights to acquire shares of Stock distributed by the Company in respect of Restricted Shares during any Period of Restriction (the “Retained Distributions”), to be issued in the Executive’s name. During the Period of Restriction such certificates shall bear will direct that a restrictive legend to the effect that ownership of such Restricted Shares (and any Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Executive shall have the right to vote the Restricted Shares awarded to the Executive and to receive and retain all regular dividends paid in cash or property (other than Retained Distributions), and to exercise all other rights, powers and privileges of a holder of Shares, with respect to such Restricted Shares, with the exception that (a) the Executive shall not be entitled to delivery of the stock certificate or certificates representing such the Restricted Shares be registered in your name. Such certificate(s) will be held in the custody of the Company or its designee until the Forfeiture Restrictions applicable thereto shall have expiredexpiration of the Restricted Period. Upon the request of the Company, (b) you will be required to deliver to the Company shall retain custody of all Retained Distributions made one or declared with respect more stock powers endorsed in blank relating to the Restricted Shares. (d) If a certificate for the Restricted Shares is delivered to you under the Award, the certificate may bear the following or a similar legend as determined by the Company: The ownership and transferability of this certificate and the shares of stock represented hereby are subject to the terms (including forfeiture) of the Alignment Healthcare, Inc. 2021 Equity Incentive Plan and a restricted shares award agreement entered into between the registered owner and Alignment Healthcare, Inc. Copies of such Retained Distributions shall plan and agreement are on file in the executive offices of Alignment Healthcare, Inc. In addition, any stock certificates for the Restricted Shares will be subject to any stop-transfer orders and other restrictions as the Company may deem advisable under Applicable Law, and the Company may cause a legend or legends to be placed on any certificates to make appropriate reference to these restrictions. Unless otherwise determined by the Board, the Restricted Shares will be subject to the same restrictions, terms and conditions lock-up restrictions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Distributions shall have been made, paid, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) the Executive may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Shares or any Retained Distributions during the Period of Restriction. Upon issuance the certificates shall be delivered to such depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Shares and any securities constituting Retained Distributions which shall be forfeited in accordance with the Plan and this Agreement. In accepting the award of Shares set forth in this Agreement the Executive accepts and agrees to be bound by all the terms and conditions Section 13.20 of the Plan (and this Agreementany successor terms). (e) Any issuance of Shares under the Award may be effected on a non-certificated basis, to the extent not prohibited by Applicable Law.

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

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

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

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

Grant of Restricted Shares. Effective as (a) Subject to the provisions of this Agreement and to the provisions of the Grant DatePlan, the Company shall cause hereby grants to be issued in the Executive’s name the following Shares as Restricted Shares: Grantee that number of shares of restricted Common Stock of the Company’s common stock, par value $.01 par valueper share, set forth on Annex I attached hereto (the "Restricted Shares"). The Restricted Shares shall be issued by the Company and registered in the name of the Grantee. They may be evidenced either by means of a certificate or through the entry of an uncertificated book position on the stock transfer books of the Company, at the Company's option. Certificates issued with respect to Restricted Shares shall cause certificates evidencing the Restricted Shares, and any shares of Stock or rights to acquire shares of Stock distributed be held by the Company in respect of Restricted Shares during any Period of Restriction (escrow under the “Retained Distributions”), to be issued in the Executive’s nameterms hereof. During the Period of Restriction such Such certificates shall bear a restrictive the legend to set forth in subsection (c) below or such other appropriate legend as the effect that ownership of such Restricted Shares (Committee shall determine, which legend shall be removed only if and any Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Executive shall have the right to vote when the Restricted Shares awarded to the Executive and to receive and retain all regular dividends paid in cash or property (other than Retained Distributions)vest as provided herein, and to exercise all other rights, powers and privileges of a holder of Shares, with respect to such Restricted Shares, with the exception that (a) the Executive shall not be entitled to delivery of the stock certificate or certificates representing such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Shares (and such Retained Distributions shall be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to at which such Retained Distributions shall have been made, paid, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) the Executive may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Shares or any Retained Distributions during the Period of Restriction. Upon issuance time the certificates shall be delivered to the Grantee. Uncertificated book positions shall be subject to such depository "stop transfer" or other appropriate restrictions in the stock transfer books of the Company as may be designated by the Committee shall determine. Upon the issuance of Restricted Shares hereunder, the Grantee shall be entitled to vote the Restricted Shares, and shall be entitled to receive, free of all restrictions, ordinary cash dividends and dividends in the form of shares thereon; provided, however, that dividends in respect of Restricted Shares as a depository for safekeeping to which vesting is conditioned upon the achievement of performance goals ("Performance-Based Awards") shall be accumulated and not paid out to the Grantee unless and until the Restricted Shares vest. Grantees of Restricted Shares that are not Performance-Based Awards shall not be required to return any such ordinary dividends to the Company in the event of forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together with stock powers Shares. The Grantee's right to receive any extraordinary dividends or other instruments distributions with respect to Restricted Shares prior to their becoming nonforfeitable shall be at the sole discretion of assignmentthe Committee, each endorsed but in blankthe event of any such extraordinary event, which will permit transfer the Committee shall take such action as is appropriate to preserve the value of, and prevent the unintended enhancement of the value of, the Restricted Shares. (b) In order to comply with any applicable securities laws, the Company may require the Grantee (i) to furnish evidence satisfactory to the Company (including a written and signed representation letter) to the effect that the Restricted Shares were acquired for investment only and not for resale or distribution and (ii) to agree that the Restricted Shares shall only be sold by the Grantee following registration under the Securities Act of all 1933, as amended, or pursuant to an exemption therefrom. (c) Unless otherwise determined by the Committee, any portion certificate issued in respect of the Restricted Shares and prior to the lapse of any securities constituting Retained Distributions which outstanding restrictions relating thereto shall be forfeited in accordance with bear the Plan and this Agreement. In accepting following legend: "The sale, transfer, alienation, attachment, assignment, pledge or encumbrance of the award shares of Shares set forth in this Agreement the Executive accepts and agrees stock represented hereby are subject to be bound by all the terms and conditions (including forfeiture) of the Xxxxx Apparel Group, Inc. 2009 Long Term Incentive Plan and this Agreementan Agreement entered into by the registered owner and the Company dated as of _______________, 20__. Copies of such Plan and Agreement are on file at the offices of the Company. Any attempt to dispose of these shares in contravention of the applicable restrictions, including by way of sale, assignment, transfer, pledge, hypothecation or otherwise, shall be null and void and without effect."

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

Grant of Restricted Shares. Effective as (a) Subject to the provisions of this Agreement and to the provisions of the Grant DatePlan, the Company shall cause hereby grants to be issued in the Executive’s name the following Shares as Restricted Shares: Employee that number of shares of restricted Common Stock of the Company’s common stock, par value $.01 par valueper share, set forth on Annex I attached hereto (the "Restricted Shares"). The Restricted Shares shall be issued by the Company and registered in the name of the Employee. They may be evidenced either by means of a certificate or through the entry of an uncertificated book position on the stock transfer books of the Company, at the Company's option. Certificates issued with respect to Restricted Shares shall cause certificates evidencing the Restricted Shares, and any shares of Stock or rights to acquire shares of Stock distributed be held by the Company in respect of Restricted Shares during any Period of Restriction (escrow under the “Retained Distributions”), to be issued in the Executive’s nameterms hereof. During the Period of Restriction such Such certificates shall bear a restrictive the legend to set forth in subsection (c) below or such other appropriate legend as the effect that ownership of such Restricted Shares (Committee shall determine, which legend shall be removed only if and any Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Executive shall have the right to vote when the Restricted Shares awarded to the Executive and to receive and retain all regular dividends paid in cash or property (other than Retained Distributions)vest as provided herein, and to exercise all other rights, powers and privileges of a holder of Shares, with respect to such Restricted Shares, with the exception that (a) the Executive shall not be entitled to delivery of the stock certificate or certificates representing such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Shares (and such Retained Distributions shall be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to at which such Retained Distributions shall have been made, paid, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) the Executive may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Shares or any Retained Distributions during the Period of Restriction. Upon issuance time the certificates shall be delivered to the Employee. Uncertificated book positions shall be subject to such depository "stop transfer" or other appropriate restrictions in the stock transfer books of the Company as may be designated by the Committee shall determine. Upon the issuance of Restricted Shares hereunder, the Employee shall be entitled to vote the Restricted Shares, and shall be entitled to receive, free of all restrictions, ordinary cash dividends and dividends in the form of shares thereon; provided, however, that dividends in respect of Restricted Shares as to which vesting is conditioned upon the achievement of performance goals ("Performance-Based Awards") shall be accumulated and not paid out to the Employee unless and until the Restricted Shares vest as a depository for safekeeping until result of achievement of such performance goals. Grantees of Restricted Shares that are not Performance-Based Awards shall not be required to return any such ordinary dividends to the Company in the event of forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together with stock powers Shares. The Employee's right to receive any extraordinary dividends or other instruments distributions with respect to Restricted Shares prior to their becoming nonforfeitable shall be at the sole discretion of assignmentthe Committee, each endorsed but in blankthe event of any such extraordinary event, which will permit transfer the Committee shall take such action as is appropriate to preserve the value of, and prevent the unintended enhancement of the value of, the Restricted Shares. (b) In order to comply with any applicable securities laws, the Company may require the Employee (i) to furnish evidence satisfactory to the Company (including a written and signed representation letter) to the effect that the Restricted Shares were acquired for investment only and not for resale or distribution and (ii) to agree that the Restricted Shares shall only be sold by the Employee following registration under the Securities Act of all 1933, as amended, or pursuant to an exemption therefrom. (c) Unless otherwise determined by the Committee, any portion certificate issued in respect of the Restricted Shares and prior to the lapse of any securities constituting Retained Distributions which outstanding restrictions relating thereto shall be forfeited in accordance with bear the Plan and this Agreement. In accepting following legend: "The sale, transfer, alienation, attachment, assignment, pledge or encumbrance of the award shares of Shares set forth in this Agreement the Executive accepts and agrees stock represented hereby are subject to be bound by all the terms and conditions (including forfeiture) of The Xxxxx Group Inc. 2009 Long Term Incentive Plan and an Agreement entered into by the registered owner and the Company dated as of [DATE]. Copies of such Plan and Agreement are on file at the offices of the Plan Company. Any attempt to dispose of these shares in contravention of the applicable restrictions, including by way of sale, assignment, transfer, pledge, hypothecation or otherwise, shall be null and this Agreementvoid and without effect."

Grant of Restricted Shares. Effective as (a) Subject to the provisions of this Agreement and to the provisions of the Grant DatePlan, the Company shall cause hereby grants to be issued in the Executive’s name the following Shares as Restricted Shares: Employee that number of shares of common stock, par value $0.10 per share ("Common Stock") of the Company’s common stock, $.01 par valueset forth on Annex A attached hereto, subject to the restrictions set forth herein (the "Restricted Shares"). The Company shall cause Subject to Section 3, certificates evidencing the Restricted SharesShares shall be issued by the Company and registered in the name of the Employee on the stock transfer books of the Company. However, and any shares of Stock or rights certificates issued with respect to acquire shares of Stock distributed Restricted Shares shall be held by the Company in respect of Restricted Shares during any Period of Restriction (escrow under the “Retained Distributions”), to be issued in the Executive’s nameterms hereof. During the Period of Restriction such Such certificates shall bear a restrictive the legend to set forth in subsection (c) below or such other appropriate legend as the effect that ownership of such Restricted Shares (Committee shall determine, which legend shall be removed only if and any Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Executive shall have the right to vote when the Restricted Shares awarded to the Executive and to receive and retain all regular dividends paid in cash or property (other than Retained Distributions)vest as provided herein, and to exercise all other rights, powers and privileges of a holder of Shares, with respect to such Restricted Shares, with the exception that (a) the Executive shall not be entitled to delivery of the stock certificate or certificates representing such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Shares (and such Retained Distributions shall be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to at which such Retained Distributions shall have been made, paid, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) the Executive may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Shares or any Retained Distributions during the Period of Restriction. Upon issuance time the certificates shall be delivered to such depository as may be designated by the Committee as Employee. As a depository for safekeeping until condition to the forfeiture issuance of such Restricted Shares occurs or hereunder, the Forfeiture Restrictions lapse, together with Employee shall deliver to the Company the attached stock powers or other instruments of assignment, each power duly endorsed in blank. Upon the issuance of Restricted Shares hereunder, which will permit transfer the Employee shall be entitled to vote the Restricted Shares, and shall be entitled to receive, free of all restrictions, ordinary cash dividends paid on the Restricted Shares. The Employee's right to receive any extraordinary dividends or other distributions, and any dividends or distributions in any form other than cash, with respect to Restricted Shares prior to their becoming non-forfeitable shall be at the sole discretion of the Committee, but in the event of any such extraordinary event, dividend, or distribution, the Committee shall take such action as is appropriate to preserve the value of, and prevent the unintended enhancement of the value of, the Restricted Shares. (b) In order to comply with any applicable securities laws, the Company may require the Employee (i) to furnish evidence satisfactory to the Company (including a written and signed representation letter) to the effect that the Restricted Shares were acquired for investment only and not for resale or distribution and (ii) to agree that the Restricted Shares shall only be sold by the Employee following registration under the Securities Act of all 1933, as amended, or pursuant to an exemption therefrom. (c) Unless otherwise determined by the Committee, any portion certificate issued in respect of the Restricted Shares prior to the lapse of any outstanding restrictions relating thereto shall bear the following legend: This certificate and any securities constituting Retained Distributions which shall be forfeited in accordance with the Plan and this Agreement. In accepting the award shares of Shares set forth in this Agreement the Executive accepts and agrees stock represented hereby are subject to be bound by all the terms and conditions conditions, including the forfeiture provisions and restrictions against transfer (the "Restrictions"), contained in the Laboratory Corporation of America Holdings 2000 Stock Incentive Plan and an agreement entered into between the registered owner and the Company. Any attempt to dispose of these shares in contravention of the Plan applicable restrictions, including by way of sale, assignment, transfer, pledge, hypothecation or otherwise, shall be null and this Agreementvoid and without effect.

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

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

Grant of Restricted Shares. Effective as (a) Subject to the provisions of this Agreement and to the provisions of the Grant DatePlan, the Company shall cause hereby grants to be issued in the Executive’s name the following Shares as Restricted Shares: Employee that number of shares of restricted Common Stock of the Company’s common stock, par value $.01 par valueper share, set forth on Annex I attached hereto (the "Restricted Shares"). The Company shall cause Subject to Section 3, certificates evidencing the Restricted SharesShares shall be issued by the Company and registered in the name of the Employee on the stock transfer books of the Company. However, and any shares of Stock or rights certificates issued with respect to acquire shares of Stock distributed Restricted Shares shall be held by the Company in respect of Restricted Shares during any Period of Restriction (escrow under the “Retained Distributions”), to be issued in the Executive’s nameterms hereof. During the Period of Restriction such Such certificates shall bear a restrictive the legend to set forth in subsection (c) below or such other appropriate legend as the effect that ownership of such Restricted Shares (Committee shall determine, which legend shall be removed only if and any Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Executive shall have the right to vote when the Restricted Shares awarded to the Executive and to receive and retain all regular dividends paid in cash or property (other than Retained Distributions)vest as provided herein, and to exercise all other rights, powers and privileges of a holder of Shares, with respect to such Restricted Shares, with the exception that (a) the Executive shall not be entitled to delivery of the stock certificate or certificates representing such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Shares (and such Retained Distributions shall be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to at which such Retained Distributions shall have been made, paid, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) the Executive may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Shares or any Retained Distributions during the Period of Restriction. Upon issuance time the certificates shall be delivered to the Employee. As a condition to the issuance of Shares hereunder, the Employee shall deliver to the Company the attached stock powers duly endorsed in blank. Upon the issuance of Restricted Shares hereunder, the Employee shall be entitled to vote the Restricted Shares, and shall be entitled to receive, free of all restrictions, ordinary cash dividends and dividends in the form of shares thereon. The Employee will not be required to return any such depository as may be designated by ordinary dividends to the Committee as a depository for safekeeping until Company in the event of forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together with stock powers Shares. The Employee's right to receive any extraordinary dividends or other instruments distributions with respect to Restricted Shares prior to their becoming nonforfeitable shall be at the sole discretion of assignmentthe Committee, each endorsed but in blankthe event of any such extraordinary event, which will permit transfer the Committee shall take such action as is appropriate to preserve the value of, and prevent the unintended enhancement of the value of, the Restricted Shares. (b) In order to comply with any applicable securities laws, the Company may require the Employee (i) to furnish evidence satisfactory to the Company (including a written and signed representation letter) to the effect that the Restricted Shares were acquired for investment only and not for resale or distribution and (ii) to agree that the Restricted Shares shall only be sold by the Employee following registration under the Securities Act of all 1933, as amended, or pursuant to an exemption therefrom. (c) Unless otherwise determined by the Committee, any portion certificate issued in respect of the Restricted Shares and prior to the lapse of any securities constituting Retained Distributions which outstanding restrictions relating thereto shall be forfeited in accordance with bear the Plan and this Agreement. In accepting following legend: The sale, transfer, alienation, attachment, assignment, pledge or encumbrance of the award shares of Shares set forth in this Agreement the Executive accepts and agrees stock represented hereby are subject to be bound by all the terms and conditions (including forfeiture) of the Xxxxx Apparel Group, Inc. 1999 Stock Incentive Plan and this Agreementan Agreement entered into by the registered owner and the Company dated as of ___________, 2005. Copies of such Plan and Agreement are on file at the offices of the Company. Any attempt to dispose of these shares in contravention of the applicable restrictions, including by way of sale, assignment, transfer, pledge, hypothecation or otherwise, shall be null and void and without effect."

Grant of Restricted Shares. Effective as As of the Grant Date, the Company hereby grants and conveys to Employee the number of shares of Restricted Stock specified on the signature page of this Agreement (the “Restricted Shares”). The Restricted Shares shall cause constitute performance-based Restricted Stock under the Plan and the Company intends for the Restricted Shares to qualify for the “performance-based compensation” exception under Code Section 162(m). (a) All of the Restricted Shares shall be issued subject to the terms and provisions of the Plan, which are incorporated herein by this reference. Except to the extent expressly provided by the Plan, in the Executiveevent of any conflict between the terms and provisions of this Agreement and those of the Plan, the terms and provisions of the Plan, including those with respect to the powers of the Committee, shall prevail and be controlling. (b) The Restricted Shares shall be registered in Employee’s name as of the following Shares as Restricted Shares: shares Grant Date through a book entry credit in the records of the Company’s common stocktransfer agent, $.01 par value. The Company but shall cause certificates evidencing be restricted as described herein during the Restricted Shares, and any period prior to the vesting of such shares of Stock or rights to acquire shares of Stock distributed by the Company in respect of Restricted Shares during any Period of Restriction accordance with Section 3 (the “Retained DistributionsRestriction Period”), to be issued in the Executive’s name. During the Period of Restriction such Period, any certificates shall bear a restrictive legend to representing the effect that ownership of such Restricted Shares (and any Retained Distributions), and shall carry a legend evidencing the enjoyment restrictions of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Executive terms of any such legend shall have be determined by the right Committee in its sole discretion. (c) If, from time to vote time during the Restriction Period, there is any stock dividend, stock split, reorganization, recapitalization, merger, or other event described in Section 14 of the Plan, any and all new, substituted, additional, or other securities to which Employee is entitled by reason of his ownership of the Restricted Shares awarded shall be considered “Restricted Shares” for purposes of this Agreement and shall be subject to the Executive and restrictions described in Section 2 during the Restriction Period. (d) Subject to receive and retain the restrictions set forth in Section 2, Employee shall have all regular dividends paid in cash or property (other than Retained Distributions), and to exercise all other rights, powers and privileges the rights of a holder of Shares, with respect to such Restricted Shares, with the exception that (a) the Executive shall not be entitled to delivery of the stock certificate or certificates representing such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all Retained Distributions made or declared stockholder with respect to the Restricted Shares (Shares, including any applicable voting and such Retained Distributions shall be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Distributions shall have been made, paid, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) the Executive may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Shares or any Retained Distributions during the Period of Restriction. Upon issuance the certificates shall be delivered to such depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Shares and any securities constituting Retained Distributions which shall be forfeited in accordance with the Plan and this Agreement. In accepting the award of Shares set forth in this Agreement the Executive accepts and agrees to be bound by all the terms and conditions of the Plan and this Agreementdividend rights.

Grant of Restricted Shares. Effective as of the Grant Date, the Company shall cause to be issued in the Executive’s name the following Shares as Restricted Shares: shares of the Company’s common stock, $.01 par value. (a) The Company shall cause certificates evidencing the Restricted Shareshereby grants to Executive on October 6, and any shares of Stock or rights to acquire shares of Stock distributed by the Company in respect of Restricted Shares during any Period of Restriction 2005 (the “Retained DistributionsAward Date”), to be issued in the Executive’s name. During the Period of Restriction such certificates shall bear a restrictive legend to the effect that ownership of such Restricted Shares (and any Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Executive shall have the right to vote the Restricted Shares awarded to the Executive and to receive and retain all regular dividends paid in cash or property (other than Retained Distributions), and to exercise all other rights, powers and privileges of a holder of Shares, with respect to such Restricted Shares, with the exception that (a) the Executive shall not be entitled to delivery of the stock certificate or certificates representing such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Shares (and such Retained Distributions shall be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Distributions shall have been made, paid, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) the Executive may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Shares or any Retained Distributions during the Period of Restriction. Upon issuance the certificates shall be delivered to such depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Shares and any securities constituting Retained Distributions which shall be forfeited in accordance with the Plan and this Agreement. In accepting the award of Shares set forth in this Agreement the Executive accepts and agrees to be bound by all the terms and conditions of the Plan and subject further to the terms and conditions of this Agreement, TWENTY-THREE THOUSAND (23,000) common shares of the Company (the “Restricted Shares”) as a Restricted Share Award under the Plan. If and when the restrictions set forth in Section 1.2 expire in accordance with the terms of this Agreement without forfeiture of the Restricted Shares, and upon satisfaction of all other applicable conditions with respect to the Restricted Shares, such shares shall no longer be considered restricted for purposes of this Agreement. (b) As soon practicable after the Award Date, the Company shall direct that a stock certificate representing the Restricted Shares be registered in the name of and issued to Executive. Such certificate shall be held in the custody of the Company or its designee until such Restricted Shares are no longer considered restricted. (c) By executing this Agreement, Executive irrevocably appoints the Vice President, Finance and the Secretary of the Company, and each of them, as his true and lawful attorney in fact, with power (i) to sign in Executive’s name and on Executive’s behalf stock certificates and stock powers covering the Restricted Shares and such other documents and instruments as the Committee deems necessary or desirable to carry out the terms of this Agreement and (ii) to take such other action as the Committee deems necessary or desirable to effectuate the terms of this Agreement. This power, being coupled with an interest, is irrevocable. Executive agrees to execute such other stock powers and documents as may be reasonably requested from time to time by the Committee to effectuate the terms of this Agreement. (d) Each certificate for the Restricted Shares shall bear the following legend (the “Legend”): “The ownership and transferability of this certificate and the common shares represented hereby are subject to the terms and conditions (including forfeiture) of the Rxxxxxx & Mxxxx, Inc. 2004 Stock Incentive Plan As Amended and an Award Agreement for Restricted Shares entered into between the registered owner and Rxxxxxx & Mxxxx, Inc. Copies of such Plan and Agreement are on file in the executive offices of Rxxxxxx & Mxxxx, Inc.” In addition, the stock certificate for the Restricted Shares shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange or securities association upon which the common shares are then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be placed on such certificate or certificates to make appropriate reference to such restrictions. (e) As soon as administratively practicable following the Vesting Date (as defined in Section 1.3), and upon the satisfaction of all other applicable conditions with respect to the Restricted Shares, the Company shall deliver or cause to be delivered to Executive a certificate or certificates for the Restricted Shares which shall not bear the Legend.

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

Grant of Restricted Shares. Effective as (a) Subject to the provisions of this Agreement and to the provisions of the Grant DateRegions Financial Corporation 1999 Long-Term Incentive Plan (the "Plan"), the Company hereby grants to the Employee _______ shares of Restricted Stock, par value $.625 per share ("Common Stock") of the Company (the "Restricted Shares"). Capitalized terms used herein and not defined shall cause to be issued have the meanings set forth in the Executive’s name the following Shares as Restricted Shares: shares of the Company’s common stockPlan. (b) Subject to Section 3, $.01 par value. The Company shall cause certificates evidencing the Restricted SharesShares shall be issued by the Company and registered in the name of the Employee on the stock transfer books of the Company. However, and any shares of Stock or rights certificates issued with respect to acquire shares of Stock distributed Restricted Shares shall be held by the Company in respect of Restricted Shares during any Period of Restriction (escrow under the “Retained Distributions”), to be issued in the Executive’s nameterms hereof. During the Period of Restriction such Such certificates shall bear a restrictive the legend to set forth in subsection (d) below or such other appropriate legend as the effect that ownership of such Restricted Shares (Committee shall determine, which legend shall be removed only if and any Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Executive shall have the right to vote when the Restricted Shares awarded to the Executive and to receive and retain all regular dividends paid in cash or property (other than Retained Distributions)vest as provided herein, and to exercise all other rights, powers and privileges of a holder of Shares, with respect to such Restricted Shares, with the exception that (a) the Executive shall not be entitled to delivery of the stock certificate or certificates representing such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Shares (and such Retained Distributions shall be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to at which such Retained Distributions shall have been made, paid, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) the Executive may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Shares or any Retained Distributions during the Period of Restriction. Upon issuance time the certificates shall be delivered to such depository as may be designated by the Committee as Employee. As a depository for safekeeping until condition to the forfeiture issuance of such Restricted Shares occurs or hereunder, the Forfeiture Restrictions lapseEmployee shall deliver to the Company such stock powers, together with stock powers or other instruments of assignment, each duly endorsed in blank, which will permit transfer as the Committee may require. Upon the issuance of Restricted Shares hereunder, the Employee shall be entitled to vote the Restricted Shares, and shall be entitled to receive, free of all restrictions, all cash dividends. (c) In order to comply with any applicable securities laws, the Company may require the Employee (i) to furnish evidence satisfactory to the Company (including a written and signed representation letter) to the effect that the Restricted Shares were acquired for investment only and not for resale or distribution and (ii) to agree that the Restricted Shares shall only be sold by the Employee following registration under the Securities Act of all 1933, as amended, or pursuant to an exemption therefrom. (d) Unless otherwise determined by the Committee, any portion certificate issued in respect of the Restricted Shares prior to the lapse of any outstanding restrictions relating thereto shall bear the following legend: This certificate and any securities constituting Retained Distributions which shall be forfeited in accordance with the Plan and this Agreement. In accepting the award shares of Shares set forth in this Agreement the Executive accepts and agrees stock represented hereby are subject to be bound by all the terms and conditions conditions, including the forfeiture provisions and restrictions against transfer (the "Restrictions"), contained in the Regions Financial Corporation 1999 Long-Term Incentive Plan and an agreement entered into between the registered owner and the Company. Any attempt to dispose of these shares in contravention of the Plan applicable restrictions, including by way of sale, assignment, transfer, pledge, hypothecation or otherwise, shall be null and this Agreementvoid and without effect.

Grant of Restricted Shares. Effective as (a) Subject to the terms, conditions and restrictions of this Agreement, on or shortly after the date of each Election (each a “Grant Date”), the Company shall cause to Director will be issued in automatically granted a Restricted Share Award consisting of a number of duly authorized, validly issued, fully paid and non-assessable shares (the Executive’s name the following Shares as Restricted “Shares: shares ”) of the Company’s common stock, par value $.01 par value. The Company shall cause certificates evidencing .001 per share (“Common Stock”), as determined by dividing the aggregate dollar value of the Restricted Shares, and any shares of Stock or rights to acquire shares of Stock distributed Share Award (the “Award Value”) by the Company’s net asset value per Share that was most recently disclosed by the Company in respect on or before the applicable Grant Date. Commencing with the 2021 annual meeting of Restricted Shares during any Period of Restriction the Company’s stockholders (the “Retained Distributions2021 Annual Meeting”), to be issued on or shortly after an Election, each independent director shall receive a Restricted Share Award with an Award Value of $50,000 on the Grant Date. The Award Value of the Restricted Share Awards shall remain $50,000 until changed by the Board and reflected in the ExecutiveBoard’s nameminute book. (b) If an Election occurs other than at an annual meeting of stockholders and is for a partial term, the Director shall receive a Restricted Share Award with an Award Value equal to a pro rata amount of the Award Value of the Restricted Share Awards granted to other independent directors on or shortly after their Election at the Company’s most recently completed annual meeting of stockholders (calculated based on the duration of the Director’s partial term between annual meetings of the Company). (c) The Shares granted pursuant to this Agreement shall be Shares of Common Stock classified as Class I Shares in the Company’s charter; provided, that, if the charter is amended from time to time after the date of this Agreement to change the designation of the Class I Shares from “Class I” to an alternative class designation, any Shares granted pursuant to this Agreement thereafter shall be Shares bearing such alternative class designation. During Pursuant to Sections 2 and 3 of this Agreement, the Period of Restriction such certificates shall bear a restrictive legend to the effect that ownership of such Restricted Shares (and any Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the certain restrictions, terms, which restrictions and conditions provided in the Plan and this Agreement. The Executive shall have the right to vote the Restricted Shares awarded to the Executive and to receive and retain all regular dividends paid in cash or property (other than Retained Distributions), and to exercise all other rights, powers and privileges possible risk of a holder of Shares, with respect to such Restricted Shares, with the exception that (a) the Executive shall not be entitled to delivery of the stock certificate or certificates representing such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Shares (and such Retained Distributions shall be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Distributions shall have been made, paid, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) the Executive may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Shares or any Retained Distributions during the Period of Restriction. Upon issuance the certificates shall be delivered to such depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Shares and any securities constituting Retained Distributions which shall be forfeited expire in accordance with the Plan provisions of Sections 2, 3 and 4 hereof. During the period that Shares remain subject to any of the restrictions under this Agreement. In accepting , the award of Shares set forth in this Agreement the Executive accepts and agrees will be referred to be bound by all the terms and conditions of the Plan and this Agreementherein as “Restricted Shares”.

Grant of Restricted Shares. Effective (a) The Award is subject to the terms of the Plan. The terms of the Plan are incorporated into this Agreement by this reference. (b) You must accept the terms of this Agreement within 10 business days after the Agreement is presented to you for review by returning a signed copy of this Agreement to the Company in accordance with such procedures as the Company may establish. The Committee may unilaterally cancel and forfeit all or a portion the Award if you do not timely accept the terms of this Agreement. (c) As soon as practicable after the Grant Date, the Company shall cause to be issued in the Executive’s name the following Shares as Restricted Shares: shares of the Company’s common stock, $.01 par value. The Company shall cause certificates evidencing the Restricted Shares, and any shares of Stock or rights to acquire shares of Stock distributed by the Company in respect of Restricted Shares during any Period of Restriction (the “Retained Distributions”), to be issued in the Executive’s name. During the Period of Restriction such certificates shall bear will direct that a restrictive legend to the effect that ownership of such Restricted Shares (and any Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Executive shall have the right to vote the Restricted Shares awarded to the Executive and to receive and retain all regular dividends paid in cash or property (other than Retained Distributions), and to exercise all other rights, powers and privileges of a holder of Shares, with respect to such Restricted Shares, with the exception that (a) the Executive shall not be entitled to delivery of the stock certificate or certificates representing such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Shares (and such Retained Distributions shall be subject registered in your name. Such certificate(s) will be held in the custody of the Company or its designee until the expiration of the Restricted Period. Upon the request of the Company, you will be required to deliver to the same restrictions, terms and conditions as are applicable Company 1 or more stock powers endorsed in blank relating to the Restricted Shares. (d) until such time, if ever, as If a certificate for the Restricted Shares with respect is delivered to which you under the Award, the certificate may bear the following or a similar legend as determined by the Company: The ownership and transferability of this certificate and the shares of stock represented hereby are subject to the terms (including forfeiture) of the Oak Street Health, Inc. Omnibus Incentive Plan and a restricted shares award agreement entered into between the registered owner and Oak Street Health, Inc. Copies of such Retained Distributions shall have been madeplan and agreement are on file in the executive offices of Oak Street Health, paidInc. In addition, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) the Executive may not sell, assign, transfer, pledge, exchange, encumber, or dispose of any stock certificates for the Restricted Shares will be subject to any stop-transfer orders and other restrictions as the Company may deem advisable under Applicable Law, and the Company may cause a legend or legends to be placed on any Retained Distributions during the Period of Restrictioncertificates to make appropriate reference to these restrictions. Upon issuance the certificates shall be delivered to such depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapseIn addition, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer you acknowledge and expressly agree to the Company lock-up terms of all or any portion of the Restricted Shares and any securities constituting Retained Distributions which shall be forfeited in accordance with the Plan and this Agreement. In accepting the award of Shares set forth in this Agreement the Executive accepts and agrees to be bound by all the terms and conditions Section 13.21 of the Plan (and this Agreementany successor terms). (e) Any issuance of Shares under the Award may be effected on a non-certificated basis, to the extent not prohibited by Applicable Law.

Grant of Restricted Shares. Effective as of the Grant Date, the Company shall cause to be issued in the Executive’s name the following Shares as Restricted Shares: shares of the Company’s common stock, $.01 par value. (a) The Company shall cause certificates evidencing the Restricted Shareshereby grants to Employee on October 5, and any shares of Stock or rights to acquire shares of Stock distributed by the Company in respect of Restricted Shares during any Period of Restriction 2007 (the “Retained DistributionsAward Date”), to be issued in the Executive’s name. During the Period of Restriction such certificates shall bear a restrictive legend to the effect that ownership of such Restricted Shares (and any Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Executive shall have the right to vote the Restricted Shares awarded to the Executive and to receive and retain all regular dividends paid in cash or property (other than Retained Distributions), and to exercise all other rights, powers and privileges of a holder of Shares, with respect to such Restricted Shares, with the exception that (a) the Executive shall not be entitled to delivery of the stock certificate or certificates representing such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Shares (and such Retained Distributions shall be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Distributions shall have been made, paid, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) the Executive may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Shares or any Retained Distributions during the Period of Restriction. Upon issuance the certificates shall be delivered to such depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Shares and any securities constituting Retained Distributions which shall be forfeited in accordance with the Plan and this Agreement. In accepting the award of Shares set forth in this Agreement the Executive accepts and agrees to be bound by all the terms and conditions of the Plan and subject further to the terms and conditions of this Agreement, (___) common shares of the Company (the “Restricted Shares”) as a Restricted Share Award under the Plan. If and when the restrictions set forth in Section 1.2 expire in accordance with the terms of this Agreement without forfeiture of the Restricted Shares, and upon satisfaction of all other applicable conditions with respect to the Restricted Shares, such shares shall no longer be considered restricted for purposes of this Agreement. (b) As soon practicable after the Award Date (unless the Company has established a “book entry” system for its common shares), the Company shall direct that a stock certificate representing the Restricted Shares be registered in the name of and issued to Employee. Such certificate shall be held in the custody of the Company or its designee until such Restricted Shares are no longer considered restricted. (c) By executing this Agreement, Employee irrevocably appoints the President, each Vice President, and the Secretary of the Company, and each of them, as his true and lawful attorney in fact, with power (i) to sign in Employee’s name and on Employee’s behalf stock certificates and stock powers covering the Restricted Shares and such other documents and instruments as the Committee deems necessary or desirable to carry out the terms of this Agreement and (ii) to take such other action as the Committee deems necessary or desirable to effectuate the terms of this Agreement. This power, being coupled with an interest, is irrevocable. Employee agrees to execute such other stock powers and documents as may be reasonably requested from time to time by the Committee to effectuate the terms of this Agreement. (d) If the Restricted Shares are issued in “book entry” form rather than have a stock certificate issued, the Company’s transfer agent shall note in its records the Legend. If a stock certificate is issued for the Restricted Shares, the certificate for the Restricted Shares shall bear the following legend (the “Legend”): “The ownership and transferability of this certificate and the common shares represented hereby are subject to the terms and conditions (including forfeiture) of the Rxxxxxx & Mxxxx, Inc. 2004 Stock Incentive Plan As Amended and an Award Agreement for Restricted Shares entered into between the registered owner and Rxxxxxx & Mxxxx, Inc. Copies of such Plan and Agreement are on file in the executive offices of Rxxxxxx & Mxxxx, Inc.” In addition, transfer of the Restricted Shares shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange or securities association upon which the common shares are then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be placed on such certificate or certificates to make appropriate reference to such restrictions. (e) As soon as administratively practicable following the applicable Vesting Date (as defined in Section 1.3), and upon the satisfaction of all other applicable conditions with respect to the Restricted Shares, the Company shall deliver or cause to be delivered to Employee a certificate or certificates for the Restricted Shares which shall not bear the Legend or if no stock certificates are then being issued because the Restricted Shares have been issued in “book entry” form, have all restrictions removed from the Restricted Shares.

Grant of Restricted Shares. Effective as (a) As of the Grant DateDate of Grant, the Company shall cause grants to be issued in the Executive’s name the following Shares as Restricted Shares: Executive [number of shares] shares of the Company’s common stock, $.01 par value. The Company shall cause certificates evidencing the Restricted Shares, and any shares of Common Stock or rights to acquire shares of Stock distributed by the Company in respect of Restricted Shares during any Period of Restriction (the “Retained DistributionsRestricted Shares”), to be issued in the Executive’s name. During the Period of Restriction such certificates shall bear a restrictive legend to the effect that ownership of such Restricted Shares (and any Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Executive shall have the right to vote the Restricted Shares awarded to the Executive and to receive and retain all regular dividends paid in cash or property (other than Retained Distributions), and to exercise all other rights, powers and privileges of a holder of Shares, with respect to such Restricted Shares, with the exception that (a) the Executive shall not be entitled to delivery of the stock certificate or certificates representing such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Shares (and such Retained Distributions shall be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Distributions shall have been made, paid, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) the Executive may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Shares or any Retained Distributions during the Period of Restriction. Upon issuance the certificates shall be delivered to such depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Shares and any securities constituting Retained Distributions which shall be forfeited in accordance with the Plan and this Agreement. In accepting the award of Shares restrictions set forth in Paragraph 1.2 of this Agreement the Executive accepts and agrees to be bound by all Agreement, the terms and conditions of the Plan Program and the other terms and conditions contained in this Agreement. If and when the restrictions set forth in Paragraph 1.2 expire in accordance with the terms of this Agreement without forfeiture of the Restricted Shares, and upon the satisfaction of all other applicable conditions as to the Restricted Shares, such shares shall no longer be considered Restricted Shares for purposes of this Agreement. (b) As soon as practicable after the Date of Grant, the Company shall direct that Restricted Shares be registered in the name of and issued to the Executive in the form of book entry shares. On or before the date of execution of this Agreement, the Executive has delivered to the Company one or more stock powers endorsed in blank relating to the Restricted Shares. (c) The Restricted Shares in book entry shall bear the following legend (the “Program Legend”): The ownership and transferability of the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Restricted Stock Award Program under the Amended and Restated Teledyne Technologies Incorporated 2014 Incentive Award Plan and a Restricted Stock Award Agreement entered into between the registered owner and Teledyne Technologies Incorporated. Copies of such Program and Agreement are on file in the offices of Teledyne Technologies Incorporated, 1049 Camxxx Xxx Xxxx, Xxxxxxxx Xxxx, CA 91360. In addition, the Restricted Shares shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be placed on such Restricted Shares to make appropriate reference to such restrictions. (d) As soon as administratively practicable following the expiration of the Restricted Period without a forfeiture of the Restricted Shares, and upon the satisfaction of all other applicable conditions as to the Restricted Shares, including, but not limited to, the payment by the Executive of all applicable withholding taxes, the Company shall deliver or cause to be delivered to the Executive in book entry form the Restricted Shares or, at the request of the Executive, a certificate or certificates for the applicable Restricted Shares, in either case which shall not bear the Program Legend.

Grant of Restricted Shares. Effective as (a) Subject to the provisions of this Agreement and to the provisions of the Grant DatePlan, the Company shall cause hereby grants to be issued in the Executive’s name the following Shares as Restricted Shares: Grantee that number of shares of restricted Common Stock of the Company’s common stock, par value $.01 par valueper share, set forth on Annex I attached hereto (the "Restricted Shares"). The Company shall cause Subject to Section 3, certificates evidencing the Restricted SharesShares shall be issued by the Company and registered in the name of the Grantee on the stock transfer books of the Company. However, and any shares of Stock or rights certificates issued with respect to acquire shares of Stock distributed Restricted Shares shall be held by the Company in respect of Restricted Shares during any Period of Restriction (escrow under the “Retained Distributions”), to be issued in the Executive’s nameterms hereof. During the Period of Restriction such Such certificates shall bear a restrictive the legend to set forth in subsection (c) below or such other appropriate legend as the effect that ownership of such Restricted Shares (Committee shall determine, which legend shall be removed only if and any Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Executive shall have the right to vote when the Restricted Shares awarded to the Executive and to receive and retain all regular dividends paid in cash or property (other than Retained Distributions)vest as provided herein, and to exercise all other rights, powers and privileges of a holder of Shares, with respect to such Restricted Shares, with the exception that (a) the Executive shall not be entitled to delivery of the stock certificate or certificates representing such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Shares (and such Retained Distributions shall be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to at which such Retained Distributions shall have been made, paid, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) the Executive may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Shares or any Retained Distributions during the Period of Restriction. Upon issuance time the certificates shall be delivered to the Grantee. Upon the issuance of Restricted Shares hereunder, the Grantee shall be entitled to vote the Restricted Shares, and shall be entitled to receive, free of all restrictions, ordinary cash dividends and dividends in the form of shares thereon. The Grantee will not be required to return any such depository as may be designated by ordinary dividends to the Committee as a depository for safekeeping until Company in the event of forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together with stock powers Shares. The Grantee's right to receive any extraordinary dividends or other instruments distributions with respect to Restricted Shares prior to their becoming nonforfeitable shall be at the sole discretion of assignmentthe Committee, each endorsed but in blankthe event of any such extraordinary event, which will permit transfer the Committee shall take such action as is appropriate to preserve the value of, and prevent the unintended enhancement of the value of, the Restricted Shares. (b) In order to comply with any applicable securities laws, the Company may require the Grantee (i) to furnish evidence satisfactory to the Company (including a written and signed representation letter) to the effect that the Restricted Shares were acquired for investment only and not for resale or distribution and (ii) to agree that the Restricted Shares shall only be sold by the Grantee following registration under the Securities Act of all 1933, as amended, or pursuant to an exemption therefrom. (c) Unless otherwise determined by the Committee, any portion certificate issued in respect of the Restricted Shares and prior to the lapse of any securities constituting Retained Distributions which outstanding restrictions relating thereto shall be forfeited in accordance with bear the Plan and this Agreement. In accepting following legend: The sale, transfer, alienation, attachment, assignment, pledge or encumbrance of the award shares of Shares set forth in this Agreement the Executive accepts and agrees stock represented hereby are subject to be bound by all the terms and conditions (including forfeiture) of the Xxxxx Apparel Group, Inc. 1999 Stock Incentive Plan and this Agreementan Agreement entered into by the registered owner and the Company dated as of __________________, 20__. Copies of such Plan and Agreement are on file at the offices of the Company. Any attempt to dispose of these shares in contravention of the applicable restrictions, including by way of sale, assignment, transfer, pledge, hypothecation or otherwise, shall be null and void and without effect."

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

Grant of Restricted Shares. Effective as (i) The Company hereby issues to the Executive Shares on the terms and conditions set forth herein. All of the Grant DateShares shall be subject to forfeiture during the period terminating June 30, 2016 (“Restriction Period”). The Shares shall be represented by three stock certificates registered in the name of the Executive, each of which shall represent 883,084 Shares. The certificates (collectively, the “Restricted Share Certificates”) shall bear the legends set forth in Sections 5(v) and 5(vi) of this Agreement. The Restricted Share Certificates shall be deposited by the Executive with the Company, together with stock powers endorsed in blank, which will permit transfer to the Company shall cause to be issued in the Executive’s name the following Shares as Restricted Shares: shares of all or any portion of the Company’s common stock, $.01 par value. The Company shall cause Shares represented by such certificates evidencing the Restricted Shares, and any shares of Stock or rights to acquire shares of Stock distributed by the Company in respect of Restricted Shares during any Period of Restriction (the “Retained DistributionsRestricted Shares”)) that shall be forfeited or shall not become vested in accordance with the terms of this Agreement. (ii) After issuance, to be issued in the Executive’s name. During the Period of Restriction such certificates shall bear a restrictive legend to the effect that ownership of such Restricted Shares (shall constitute issued and any Retained Distributions), outstanding shares of Common Stock for all corporate purposes unless and until forfeited in accordance with the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreementterms hereof. The Executive shall have the right to vote the such Restricted Shares awarded to the Executive and Shares, to receive and retain all regular cash dividends paid as the Board may, in cash or property (other than Retained Distributions)its sole discretion, pay on such Restricted Shares, and to exercise all other of the rights, powers and privileges of a holder of Shares, Common Stock with respect to such Restricted Shares, with the exception except that (a) the Executive shall not be entitled to delivery of the stock certificate or certificates representing such Restricted Share Certificates until the Restricted Shares until represented by the Forfeiture Restrictions applicable thereto shall have expired, Restricted Share Certificates vest in accordance with subparagraph (iii) below; and (b) other than cash dividends as the Board, in its sole discretion, distributes, the Company shall will retain custody of all distributions (“Retained Distributions Distributions”) made or declared with respect to the Restricted Shares (and such Retained Distributions shall will be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Distributions shall have been made, paid, or declared shall distributed have become vested. 1 For the avoidance of doubt, and such Retained Distributions shall share amounts herein have not bear interest or be segregated in separate accounts and been adjusted to account for the Company’s ten-for-one reverse stock split effected on April 1, 2013. (ciii) On January 2, 2015, if the Executive may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Shares or any Retained Distributions during the Period of Restriction. Upon issuance the certificates shall be delivered to such depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer is still an advisor to the Company of all or any portion Company, of the Restricted Shares and any securities constituting the Retained Distributions with respect thereto shall become vested. On January 2, 2016, if the Executive is still an advisor to the Company, of the Restricted Shares and the Retained Distributions with respect thereto shall become vested. On June 30, 2016, if the Executive is still an advisor to the Company, of the Restricted Shares and the Retained Distributions with respect thereto shall become vested. After the date that any of the Restricted Shares become vested, upon the request of the Executive the Company shall promptly instruct its transfer agent to issue and deliver to the Executive a new certificate for the Shares that have vested, which certificate shall not bear the legend set forth in Section 5(vi). If, at any time prior to the vesting of the Restricted Shares in accordance with this Section 1(iii), the Executive’s employment with the Company is terminated, then the Restricted Shares that have not then vested (and the Retained Distributions with respect thereto) shall be forfeited in accordance to the Company and the Executive shall not thereafter have any rights with respect to such Restricted Shares. Notwithstanding the foregoing, if Executive’s employment with the Plan and this Agreement. In accepting Company is terminated at any time other than by the award Company for “Cause” or by the Executive without “Good Reason” (each as defined in the Executive’s employment agreement with the Company), then all of the Restricted Shares set forth shall automatically vest. (iv) Nothing in this Agreement shall confer on the Executive accepts and agrees any right to be bound by all continue his relationship with the terms and conditions Company (or with any parent, subsidiary or affiliate of the Plan and this AgreementCompany) or limit in any way the right of the Company (or of any parent, subsidiary or affiliate of the Company) to terminate the Executive’s relationship with the Company (or with any parent, subsidiary or affiliate of the Company) at any time, with or without cause.

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

Grant of Restricted Shares. Effective as of the Grant Date, the Company shall cause to be issued in the Executive’s name the following Shares as Restricted Shares: shares of the Company’s common stock, $.01 par value. (a) The Company shall cause certificates evidencing the Restricted Shareshereby grants to Employee on September 29, and any shares of Stock or rights to acquire shares of Stock distributed by the Company in respect of Restricted Shares during any Period of Restriction 2011 (the “Retained DistributionsAward Date”), to be issued in the Executive’s name. During the Period of Restriction such certificates shall bear a restrictive legend to the effect that ownership of such Restricted Shares (and any Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Executive shall have the right to vote the Restricted Shares awarded to the Executive and to receive and retain all regular dividends paid in cash or property (other than Retained Distributions), and to exercise all other rights, powers and privileges of a holder of Shares, with respect to such Restricted Shares, with the exception that (a) the Executive shall not be entitled to delivery of the stock certificate or certificates representing such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Shares (and such Retained Distributions shall be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Distributions shall have been made, paid, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) the Executive may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Shares or any Retained Distributions during the Period of Restriction. Upon issuance the certificates shall be delivered to such depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Shares and any securities constituting Retained Distributions which shall be forfeited in accordance with the Plan and this Agreement. In accepting the award of Shares set forth in this Agreement the Executive accepts and agrees to be bound by all the terms and conditions of the Plan and subject further to the terms and conditions of this Agreement, nine thousand six hundred sixty six (9,666) common shares of the Company (the “Restricted Shares”) as a Restricted Share Award under the Plan. If and when the restrictions set forth in Section 1.2 expire in accordance with the terms of this Agreement without forfeiture of the Restricted Shares, and upon satisfaction of all other applicable conditions with respect to the Restricted Shares, such shares shall no longer be considered restricted for purposes of this Agreement. (b) As soon practicable after the Award Date (unless the Company has established a “book entry” system for its common shares), the Company shall direct that a stock certificate representing the Restricted Shares be registered in the name of and issued to Employee. Such certificate shall be held in the custody of the Company or its designee until such Restricted Shares are no longer considered restricted. (c) By executing this Agreement, Employee irrevocably appoints the President, each Vice President, and the Secretary of the Company, and each of them, as his true and lawful attorney in fact, with power (i) to sign in Employee’s name and on Employee’s behalf stock certificates and stock powers covering the Restricted Shares and such other documents and instruments as the Committee deems necessary or desirable to carry out the terms of this Agreement and (ii) to take such other action as the Committee deems necessary or desirable to effectuate the terms of this Agreement. This power, being coupled with an interest, is irrevocable. Employee agrees to execute such other stock powers and documents as may be reasonably requested from time to time by the Committee to effectuate the terms of this Agreement. (d) If the Restricted Shares are issued in “book entry” form rather than have a stock certificate issued, the Company’s transfer agent shall note in its records the Legend. If a stock certificate is issued for the Restricted Shares, the certificate for the Restricted Shares shall bear the following legend (the “Legend”): “The ownership and transferability of this certificate and the common shares represented hereby are subject to the terms and conditions (including forfeiture) of the Xxxxxxx & Xxxxx, Inc. 2004 Stock Incentive Plan As Amended and an Award Agreement for Restricted Shares entered into between the registered owner and Xxxxxxx & Xxxxx, Inc. Copies of such Plan and Agreement are on file in the executive offices of Xxxxxxx & Xxxxx, Inc.” In addition, transfer of the Restricted Shares shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange or securities association upon which the common shares are then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be placed on such certificate or certificates to make appropriate reference to such restrictions. (e) As soon as administratively practicable following the applicable Vesting Date (as defined in Section 1.3), and upon the satisfaction of all other applicable conditions with respect to the Restricted Shares, the Company shall deliver or cause to be delivered to Employee a certificate or certificates for the Restricted Shares which shall not bear the Legend or if no stock certificates are then being issued because the Restricted Shares have been issued in “book entry” form, have all restrictions removed from the Restricted Shares.

Grant of Restricted Shares. Effective as of the Grant Date, the Company shall cause to be issued in the Executive’s name the following Shares as Restricted Shares: shares of the Company’s common stock, $.01 par value. (a) The Company shall cause certificates evidencing the Restricted Shareshereby grants to Employee on October 6, and any shares of Stock or rights to acquire shares of Stock distributed by the Company in respect of Restricted Shares during any Period of Restriction 2005 (the “Retained DistributionsAward Date”), to be issued in the Executive’s name. During the Period of Restriction such certificates shall bear a restrictive legend to the effect that ownership of such Restricted Shares (and any Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Executive shall have the right to vote the Restricted Shares awarded to the Executive and to receive and retain all regular dividends paid in cash or property (other than Retained Distributions), and to exercise all other rights, powers and privileges of a holder of Shares, with respect to such Restricted Shares, with the exception that (a) the Executive shall not be entitled to delivery of the stock certificate or certificates representing such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Shares (and such Retained Distributions shall be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Distributions shall have been made, paid, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) the Executive may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Shares or any Retained Distributions during the Period of Restriction. Upon issuance the certificates shall be delivered to such depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Shares and any securities constituting Retained Distributions which shall be forfeited in accordance with the Plan and this Agreement. In accepting the award of Shares set forth in this Agreement the Executive accepts and agrees to be bound by all the terms and conditions of the Plan and subject further to the terms and conditions of this Agreement, common shares of the Company (the “Restricted Shares”) as a Restricted Share Award under the Plan. If and when the restrictions set forth in Section 1.2 expire in accordance with the terms of this Agreement without forfeiture of the Restricted Shares, and upon satisfaction of all other applicable conditions with respect to the Restricted Shares, such shares shall no longer be considered restricted for purposes of this Agreement. (b) As soon practicable after the Award Date, the Company shall direct that a stock certificate representing the Restricted Shares be registered in the name of and issued to Employee. Such certificate shall be held in the custody of the Company or its designee until such Restricted Shares are no longer considered restricted. (c) By executing this Agreement, Employee irrevocably appoints the President, each Vice President, and the Secretary of the Company, and each of them, as his true and lawful attorney in fact, with power (i) to sign in Employee’s name and on Employee’s behalf stock certificates and stock powers covering the Restricted Shares and such other documents and instruments as the Committee deems necessary or desirable to carry out the terms of this Agreement and (ii) to take such other action as the Committee deems necessary or desirable to effectuate the terms of this Agreement. This power, being coupled with an interest, is irrevocable. Employee agrees to execute such other stock powers and documents as may be reasonably requested from time to time by the Committee to effectuate the terms of this Agreement. (d) Each certificate for the Restricted Shares shall bear the following legend (the “Legend”): “The ownership and transferability of this certificate and the common shares represented hereby are subject to the terms and conditions (including forfeiture) of the Rxxxxxx & Mxxxx, Inc. 2004 Stock Incentive Plan As Amended and an Award Agreement for Restricted Shares entered into between the registered owner and Rxxxxxx & Mxxxx, Inc. Copies of such Plan and Agreement are on file in the executive offices of Rxxxxxx & Mxxxx, Inc.” In addition, the stock certificate for the Restricted Shares shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange or securities association upon which the common shares are then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be placed on such certificate or certificates to make appropriate reference to such restrictions. (e) As soon as administratively practicable following the applicable Vesting Date (as defined in Section 1.3), and upon the satisfaction of all other applicable conditions with respect to the Restricted Shares, the Company shall deliver or cause to be delivered to Employee a certificate or certificates for the Restricted Shares which shall not bear the Legend.

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

Grant of Restricted Shares. Effective as (i) The Company hereby issues to the Executive Shares on the terms and conditions set forth herein. All of the Grant DateShares shall be subject to forfeiture during the period terminating , 20 (“Restriction Period”). The Shares shall be represented by three stock certificates registered in the name of the Executive, each of which shall represent Shares. The certifi­cates (collectively, the “Restricted Share Certificates”) shall bear the legends set forth in Sections 5(v) and 5(vi) of this Agreement. The Restricted Share Certificates shall be deposited by the Executive with the Company, together with stock powers endorsed in blank, which will permit transfer to the Company shall cause to be issued in the Executive’s name the following Shares as Restricted Shares: shares of all or any portion of the Company’s common stock, $.01 par value. The Company shall cause Shares represented by such certificates evidencing the Restricted Shares, and any shares of Stock or rights to acquire shares of Stock distributed by the Company in respect of Restricted Shares during any Period of Restriction (the “Retained DistributionsRestricted Shares”)) that shall be forfeited or shall not become vested in accordance with the terms of this Agreement. (ii) After issuance, to be issued in the Executive’s name. During the Period of Restriction such certificates shall bear a restrictive legend to the effect that ownership of such Restricted Shares (shall constitute issued and any Retained Distributions), outstanding shares of Common Stock for all corporate purposes unless and until forfeited in accordance with the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreementterms hereof. The Executive shall have the right to vote the such Restricted Shares awarded to the Executive and Shares, to receive and retain all regular cash dividends paid as the Board may, in cash or property (other than Retained Distributions)its sole discretion, pay on such Restricted Shares, and to exercise all other of the rights, powers and privileges of a holder of Shares, Common Stock with respect to such Restricted Shares, with the exception except that (a) the Executive shall not be entitled to delivery of the stock certificate or certificates representing such Restricted Share Certificates until the Restricted Shares until represented by the Forfeiture Restrictions applicable thereto shall have expired, Restricted Share Certificates vest in accordance with subparagraph (iii) below; and (b) other than cash dividends as the Board, in its sole discretion, distributes, the Company shall will retain custody of all distributions (“Retained Distributions Distributions”) made or declared with respect to the Restricted Shares (and such Retained Distributions shall will be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Distributions shall have been made, paid, or declared shall distributed have become vested. (iii) On , and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) 20 , if the Executive may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Shares or any Retained Distributions during the Period of Restriction. Upon issuance the certificates shall be delivered to such depository as may be designated is still employed by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapseCompany , together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Shares and any securities constituting the Retained Distributions with respect thereto shall become vested. On , 20 , if the Executive is still employed by the Company , of the Restricted Shares and the Retained Distributions with respect thereto shall become vested. On , 20 , if the Executive is still employed by the Company , of the Restricted Shares and the Retained Distributions with respect thereto shall become vested. After the date that any of the Restricted Shares become vested, upon the request of the Executive the Company shall promptly instruct its transfer agent to issue and deliver to the Executive a new certificate for the Shares that have vested, which certificate shall not bear the legend set forth in Section 5(vi). If, at any time prior to the vesting of the Restricted Shares in accordance with this Section 1(iii), the Executive’s employment with the Company is terminated, then the Restricted Shares that have not then vested (and the Retained Distributions with respect thereto) shall be forfeited in accordance to the Company and the Executive shall not thereafter have any rights with respect to such Restricted Shares. Notwithstanding the foregoing, if Executive’s employment with the Plan and this Agreement. In accepting Company is terminated at any time other than by the award Company for “Cause” or by the Executive without “Good Reason” (each as defined in the Executive’s employment agreement with the Company), then all of the Restricted Shares set forth shall automatically vest. (iv) Nothing in this Agreement shall confer on the Executive accepts and agrees any right to be bound by all continue in the terms and conditions employ of, or other relationship with, the Company (or with any parent, subsidiary or affiliate of the Plan and this AgreementCompany) or limit in any way the right of the Company (or of any parent, subsidiary or affiliate of the Company) to terminate the Executive’s employment or other relationship with the Company (or with any parent, subsidiary or affiliate of the Company) at any time, with or without cause.

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

Grant of Restricted Shares. Effective as (a) As of the Grant DateDate of Grant, the Company shall cause grants to be issued in the Executive’s name the following Shares as Restricted Shares: Executive ____________ shares of the Company’s common stock, $.01 par value. The Company shall cause certificates evidencing the Restricted Shares, and any shares of Common Stock or rights to acquire shares of Stock distributed by the Company in respect of Restricted Shares during any Period of Restriction (the “Retained DistributionsRestricted Shares”), to be issued in the Executive’s name. During the Period of Restriction such certificates shall bear a restrictive legend to the effect that ownership of such Restricted Shares (and any Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Executive shall have the right to vote the Restricted Shares awarded to the Executive and to receive and retain all regular dividends paid in cash or property (other than Retained Distributions), and to exercise all other rights, powers and privileges of a holder of Shares, with respect to such Restricted Shares, with the exception that (a) the Executive shall not be entitled to delivery of the stock certificate or certificates representing such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Shares (and such Retained Distributions shall be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Distributions shall have been made, paid, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) the Executive may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Shares or any Retained Distributions during the Period of Restriction. Upon issuance the certificates shall be delivered to such depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Shares and any securities constituting Retained Distributions which shall be forfeited in accordance with the Plan and this Agreement. In accepting the award of Shares restrictions set forth in Paragraph 1.2 of this Agreement the Executive accepts and agrees to be bound by all Agreement, the terms and conditions of the Plan Program and the other terms and conditions contained in this Agreement. If and when the restrictions set forth in Paragraph 1.2 expire in accordance with the terms of this Agreement without forfeiture of the Restricted Shares, and upon the satisfaction of all other applicable conditions as to the Restricted Shares, such shares shall no longer be considered Restricted Shares for purposes of this Agreement. (b) As soon as practicable after the Date of Grant, the Company shall direct that a stock certificate or certificates representing the applicable Restricted Shares be registered in the name of and issued to the Executive. Such certificate or certificates shall be held in the custody of the Company or its designee until the expiration of the applicable Restricted Period (as defined in Paragraph 1.3). On or before the date of execution of this Agreement, the Executive has delivered to the Company one or more stock powers endorsed in blank relating to the Restricted Shares. (c) Each certificate for the Restricted Shares shall bear the following legend (the “Program Legend”): The ownership and transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Restricted Stock Award Program under the Teledyne Technologies Incorporated 2002 Stock Incentive Plan and a Restricted Stock Award Agreement entered into between the registered owner and Teledyne Technologies Incorporated. Copies of such Program and Agreement are on file in the offices of Teledyne Technologies Incorporated,1049 Cxxxxx Xxx Xxxx, Xxxxxxxx Oaks, CA 91360. In addition, the stock certificate or certificates for the Restricted Shares shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be placed on such certificate or certificates to make appropriate reference to such restrictions. (d) As soon as administratively practicable following the expiration of the Restricted Period without a forfeiture of the Restricted Shares, and upon the satisfaction of all other applicable conditions as to the Restricted Shares, including, but not limited to, the payment by the Executive of all applicable withholding taxes, the Company shall deliver or cause to be delivered to the Executive a certificate or certificates for the applicable Restricted Shares which shall not bear the Program Legend.

Grant of Restricted Shares. Effective as (a) As of the Grant DateDate of Grant, the Company shall cause grants to be issued in the Executive’s name the following Shares as Restricted Shares: Executive [number of shares] shares of the Company’s common stock, $.01 par value. The Company shall cause certificates evidencing the Restricted Shares, and any shares of Common Stock or rights to acquire shares of Stock distributed by the Company in respect of Restricted Shares during any Period of Restriction (the “Retained DistributionsRestricted Shares”), to be issued in the Executive’s name. During the Period of Restriction such certificates shall bear a restrictive legend to the effect that ownership of such Restricted Shares (and any Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Executive shall have the right to vote the Restricted Shares awarded to the Executive and to receive and retain all regular dividends paid in cash or property (other than Retained Distributions), and to exercise all other rights, powers and privileges of a holder of Shares, with respect to such Restricted Shares, with the exception that (a) the Executive shall not be entitled to delivery of the stock certificate or certificates representing such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Shares (and such Retained Distributions shall be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Distributions shall have been made, paid, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) the Executive may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Shares or any Retained Distributions during the Period of Restriction. Upon issuance the certificates shall be delivered to such depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Shares and any securities constituting Retained Distributions which shall be forfeited in accordance with the Plan and this Agreement. In accepting the award of Shares restrictions set forth in Paragraph 1.2 of this Agreement the Executive accepts and agrees to be bound by all Agreement, the terms and conditions of the Plan Program and the other terms and conditions contained in this Agreement. If and when the restrictions set forth in Paragraph 1.2 expire in accordance with the terms of this Agreement without forfeiture of the Restricted Shares, and upon the satisfaction of all other applicable conditions as to the Restricted Shares, such shares shall no longer be considered Restricted Shares for purposes of this Agreement. (b) As soon as practicable after the Date of Grant, the Company shall direct that a stock certificate or certificates representing the applicable Restricted Shares be registered in the name of and issued to the Executive. Such certificate or certificates shall be held in the custody of the Company or its designee until the expiration of the applicable Restricted Period (as defined in Paragraph 1.3). On or before the date of execution of this Agreement, the Executive has delivered to the Company one or more stock powers endorsed in blank relating to the Restricted Shares. (c) Each certificate for the Restricted Shares shall bear the following legend (the “Program Legend”): The ownership and transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Restricted Stock Award Program under the Teledyne Technologies Incorporated 2014 Incentive Award Plan and a Restricted Stock Award Agreement entered into between the registered owner and Teledyne Technologies Incorporated. Copies of such Program and Agreement are on file in the offices of Teledyne Technologies Incorporated, 0000 Xxxxxx Xxx Xxxx, Thousand Oaks, CA 91360. In addition, the stock certificate or certificates for the Restricted Shares shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be placed on such certificate or certificates to make appropriate reference to such restrictions. (d) As soon as administratively practicable following the expiration of the Restricted Period without a forfeiture of the Restricted Shares, and upon the satisfaction of all other applicable conditions as to the Restricted Shares, including, but not limited to, the payment by the Executive of all applicable withholding taxes, the Company shall deliver or cause to be delivered to the Executive a certificate or certificates for the applicable Restricted Shares which shall not bear the Program Legend.

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

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

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

Grant of Restricted Shares. Effective as (a) Subject to the provisions of this Agreement and to the provisions of the Grant DatePlan, the Company shall cause hereby grants to be issued in the Executive’s name the following Shares as Restricted Shares: Employee that number of shares of restricted Common Stock of the Company’s common stock, par value $.01 par valueper share, set forth on Annex I attached hereto (the "Restricted Shares"). The Company shall cause Subject to Section 3, certificates evidencing the Restricted SharesShares shall be issued by the Company and registered in the name of the Employee on the stock transfer books of the Company. However, and any shares of Stock or rights certificates issued with respect to acquire shares of Stock distributed Restricted Shares shall be held by the Company in respect of Restricted Shares during any Period of Restriction (escrow under the “Retained Distributions”), to be issued in the Executive’s nameterms hereof. During the Period of Restriction such Such certificates shall bear a restrictive the legend to set forth in subsection (c) below or such other appropriate legend as the effect that ownership of such Restricted Shares (Committee shall determine, which legend shall be removed only if and any Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Executive shall have the right to vote when the Restricted Shares awarded to the Executive and to receive and retain all regular dividends paid in cash or property (other than Retained Distributions)vest as provided herein, and to exercise all other rights, powers and privileges of a holder of Shares, with respect to such Restricted Shares, with the exception that (a) the Executive shall not be entitled to delivery of the stock certificate or certificates representing such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Shares (and such Retained Distributions shall be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to at which such Retained Distributions shall have been made, paid, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) the Executive may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Shares or any Retained Distributions during the Period of Restriction. Upon issuance time the certificates shall be delivered to the Employee. Upon the issuance of Restricted Shares hereunder, the Employee shall be entitled to vote the Restricted Shares, and shall be entitled to receive, free of all restrictions, ordinary cash dividends and dividends in the form of shares thereon. The Employee will not be required to return any such depository as may be designated by ordinary dividends to the Committee as a depository for safekeeping until Company in the event of forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together with stock powers Shares. The Employee's right to receive any extraordinary dividends or other instruments distributions with respect to Restricted Shares prior to their becoming nonforfeitable shall be at the sole discretion of assignmentthe Committee, each endorsed but in blankthe event of any such extraordinary event, which will permit transfer the Committee shall take such action as is appropriate to preserve the value of, and prevent the unintended enhancement of the value of, the Restricted Shares. (b) In order to comply with any applicable securities laws, the Company may require the Employee (i) to furnish evidence satisfactory to the Company (including a written and signed representation letter) to the effect that the Restricted Shares were acquired for investment only and not for resale or distribution and (ii) to agree that the Restricted Shares shall only be sold by the Employee following registration under the Securities Act of all 1933, as amended, or pursuant to an exemption therefrom. (c) Unless otherwise determined by the Committee, any portion certificate issued in respect of the Restricted Shares and prior to the lapse of any securities constituting Retained Distributions which outstanding restrictions relating thereto shall be forfeited in accordance with bear the Plan and this Agreement. In accepting following legend: The sale, transfer, alienation, attachment, assignment, pledge or encumbrance of the award shares of Shares set forth in this Agreement the Executive accepts and agrees stock represented hereby are subject to be bound by all the terms and conditions (including forfeiture) of the Xxxxx Apparel Group, Inc. 1999 Stock Incentive Plan and this Agreementan Agreement entered into by the registered owner and the Company dated as of _________, 20___. Copies of such Plan and Agreement are on file at the offices of the Company. Any attempt to dispose of these shares in contravention of the applicable restrictions, including by way of sale, assignment, transfer, pledge, hypothecation or otherwise, shall be null and void and without effect."

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

Grant of Restricted Shares. Effective (a) The Committee may grant to any Participant an Award of such number of shares of Common Stock on such terms, conditions and restrictions, whether based on performance standards, periods of service, retention by the Participant of ownership of specified shares of Common Stock or other criteria, as the Committee shall establish. With respect to performance-based Awards of Restricted Shares intended to qualify for deductibility 35 under the "performance-based" compensation exception contained in Section 162(m) of the Code, performance targets will include specified levels of one or more of the following (in absolute terms or relative to one or more other companies or indices): revenues, free cash flow, return on assets, operating income, return on investment, economic value added, return on stockholders' equity, stock price appreciation, total share return, earnings before interest, taxes, depreciation and amortization, earnings per share and/or growth in earnings per share. The terms of any Restricted Share Award granted under this Plan shall be set forth in an Award Agreement which shall contain provisions determined by the Committee and not inconsistent with this Plan. (b) As soon as practicable after the Date of Grant Dateof a Restricted Share Award by the Committee, the Company shall cause to be issued in transferred on the Executive’s name books of the following Shares as Restricted Shares: Company or its agent, shares of Common Stock, registered on behalf of the Company’s common stockParticipant, $.01 par value. The Company shall cause certificates evidencing the Restricted Shares, and any shares of Stock or rights to acquire shares of Stock distributed Shares covered by the Company in respect of Restricted Shares during any Period of Restriction (the “Retained Distributions”)Award, subject to be issued in the Executive’s name. During the Period of Restriction such certificates shall bear a restrictive legend forfeiture to the effect that ownership of such Restricted Shares (and any Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Executive shall have the right to vote the Restricted Shares awarded to the Executive and to receive and retain all regular dividends paid in cash or property (other than Retained Distributions), and to exercise all other rights, powers and privileges of a holder of Shares, with respect to such Restricted Shares, with the exception that (a) the Executive shall not be entitled to delivery Company as of the stock certificate or certificates representing such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expired, (b) the Company shall retain custody Date of all Retained Distributions made or declared Grant if an Award Agreement with respect to the Restricted Shares (covered by the Award is not duly executed by the Participant and such Retained Distributions timely returned to the Company. All shares of Common Stock covered by Awards under this Section 8 shall be subject to the same restrictions, terms and conditions as are contained in the Plan and the applicable Award Agreements entered into by the appropriate Participants. Until the lapse or release of all restrictions applicable to an Award of Restricted Shares the share certificates representing such Restricted Shares) until such timeShares may be held in custody by the Company, its designee, or, if everthe certificates bear a restrictive legend, as by the Restricted Shares Participant. Upon the lapse or release of all restrictions with respect to which such Retained Distributions shall have been madean Award as described in Section 8(e), paidone or more share certificates, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated registered in separate accounts and (c) the Executive may not sell, assign, transfer, pledge, exchange, encumber, or dispose name of the Restricted Shares or Participant, for an appropriate number of shares as provided in Section 8(e), free of any Retained Distributions during restrictions set forth in the Period of Restriction. Upon issuance Plan and the certificates related Award Agreement shall be delivered to such depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Shares and any securities constituting Retained Distributions which shall be forfeited in accordance with the Plan and this Agreement. In accepting the award of Shares set forth in this Agreement the Executive accepts and agrees to be bound by all the terms and conditions of the Plan and this AgreementParticipant.

Grant of Restricted Shares. Effective as (i) The Company hereby issues to the Holder [l] Shares on the terms and conditions set forth herein. All of the Grant DateShares shall be subject to forfeiture during the period terminating December 4, the Company 2014 (“Restriction Period”). The Shares shall cause to be issued represented by one stock certificate (“Restricted Stock Certificate”) registered in the Executive’s name the following Shares as Restricted Shares: shares of the Company’s common stockHolder, $.01 par value. The Company shall cause certificates evidencing the Restricted Shares, and any shares of Stock or rights to acquire shares of Stock distributed by the Company in respect of Restricted Shares during any Period of Restriction (the “Retained Distributions”), to be issued in the Executive’s name. During the Period of Restriction such certificates which certificate shall bear a restrictive legend to the effect that ownership legends set forth in Sections 5(v) and 5(vi) of such Restricted Shares (and any Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Executive Restricted Stock Certificate shall be deposited by the Holder with the Company, together with stock powers endorsed in blank, which will permit transfer to the Company of all or any portion of the Shares represented by such certificates (the “Restricted Shares”) that shall be forfeited or shall not become vested in accordance with the terms of this Agreement. (ii) After issuance, the Restricted Shares shall constitute issued and outstanding shares of Common Stock for all corporate purposes unless and until forfeited in accordance with the terms hereof. The Holder shall have the right to vote the such Restricted Shares awarded to the Executive and Shares, to receive and retain all regular cash dividends paid as the Board may, in cash or property (other than Retained Distributions)its sole discretion, pay on such Restricted Shares, and to exercise all other of the rights, powers and privileges of a holder of Shares, Common Stock with respect to such Restricted Shares, with the exception except that (a) the Executive Holder shall not be entitled to delivery of the stock certificate or certificates representing such Restricted Stock Certificate until the Restricted Shares until represented by the Forfeiture Restrictions applicable thereto shall have expired, Restricted Stock Certificate vest in accordance with subparagraph (iii) below; and (b) other than cash dividends as the Board, in its sole discretion, distributes, the Company shall will retain custody of all distributions (“Retained Distributions Distributions”) made or declared with respect to the Restricted Shares (and such Retained Distributions shall will be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Distributions shall have been made, paid, or declared shall distributed have become vested. (iii) On December 4, 2014, if the Holder is still employed by the Company, the Restricted Shares and such the Retained Distributions with respect thereto shall become vested. After the date that any of the Restricted Shares become vested, upon the request of the Holder the Company shall promptly instruct its transfer agent to issue and deliver to the Holder a new certificate for the Shares that have vested, which certificate shall not bear interest the legend set forth in Section 5(vi). If, at any time prior to the vesting of the Restricted Shares in accordance with this Section 1(iii), the Holder’s [employment/relationship] with the Company is terminated, then the Restricted Shares that have not then vested (and the Retained Distributions with respect thereto) shall be forfeited to the Company and the Holder shall not thereafter have any rights with respect to such Restricted Shares. Notwithstanding the foregoing, if Holder’s [employment/relationship] with the Company is terminated at any time other than by the Company for “cause” or be segregated by the Holder without “good reason” [(each as defined in separate accounts the Holder’s employment agreement with the Company)], then all of the Restricted Shares shall automatically vest. [As used herein, “Cause” shall mean: (a) the refusal or failure by Holder to carry out specific reasonable directions of the person Holder reports to or the Board of Directors which are of a material nature and consistent with Holder’s position or the refusal or failure by Holder to perform a reasonable material part of Holder’s duties to the Company; (b) fraud or dishonest action by Holder in his relations with the Company or any of its subsidiaries or affiliates (“dishonest ” for these purposes shall mean Holder knowingly making a material misstatement or omission for Holder’s personal benefit); or (c) the Executive may conviction of Holder of a felony under federal or state law. Notwithstanding the foregoing, no “Cause” for termination shall be deemed to exist with respect to Holder’s acts described in clause (a) above, unless the Company shall have given written notice to Holder within a period not sell, assign, transfer, pledge, exchange, encumber, or dispose to exceed seven (7) calendar days of the Restricted Shares Company’s knowledge of the initial existence of the occurrence, specifying the “Cause” with reasonable particularity and, within seven (7) calendar days after such notice, Holder shall not have cured or eliminated the problem or thing giving rise to such “Cause;” provided, however, no more than two cure periods need be provided during any Retained Distributions during twelve-month period. As used herein, “Good Reason” shall mean the Period occurrence of Restrictionany of the following circumstances without Holder’s prior written consent: (a) material breach of this Agreement by the Company; (b) a failure by the Company to make any payment to Holder when due, unless the payment is not material or is being contested by the Company, in good faith; or (c) a liquidation, bankruptcy or receivership of the Company. Upon issuance Notwithstanding the certificates foregoing, no “Good Reason” shall be delivered deemed to such depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together exist with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer respect to the Company ’s acts described in clauses (a) or (b) above, unless Holder shall have given written notice to the Company within a period not to exceed seven (7) calendar days of all or any portion Holder’s knowledge of the Restricted Shares and any securities constituting Retained Distributions which initial existence of the occurrence, specifying the “Good Reason” with reasonable particularity and, within seven (7) calendar days after such notice, the Company shall not have cured or eliminated the problem or thing giving rise to such “Good Reason”; provided, however, that no more than two cure periods shall be forfeited in accordance with the Plan and this Agreement. In accepting the award of Shares set forth in this Agreement the Executive accepts and agrees to be bound by all the terms and conditions of the Plan and this Agreementprovided during any twelve-month period.]

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

Grant of Restricted Shares. Effective as (a) Subject to the provisions of this Agreement and to the provisions of the Grant DatePlan, the Company shall cause hereby grants to be issued in the Executive’s name the following Shares as Restricted Shares: Employee that number of shares of restricted Common Stock of the Company’s common stock, par value $.01 par valueper share, set forth on Annex I attached hereto (the "Restricted Shares"). The Restricted Shares shall be issued by the Company and registered in the name of the Employee. They may be evidenced either by means of a certificate or through the entry of an uncertificated book position on the stock transfer books of the Company, at the Company's option. Certificates issued with respect to Restricted Shares shall cause certificates evidencing the Restricted Shares, and any shares of Stock or rights to acquire shares of Stock distributed be held by the Company in respect of Restricted Shares during any Period of Restriction (escrow under the “Retained Distributions”), to be issued in the Executive’s nameterms hereof. During the Period of Restriction such Such certificates shall bear a restrictive the legend to set forth in subsection (c) below or such other appropriate legend as the effect that ownership of such Restricted Shares (Committee shall determine, which legend shall be removed only if and any Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Executive shall have the right to vote when the Restricted Shares awarded to the Executive and to receive and retain all regular dividends paid in cash or property (other than Retained Distributions)vest as provided herein, and to exercise all other rights, powers and privileges of a holder of Shares, with respect to such Restricted Shares, with the exception that (a) the Executive shall not be entitled to delivery of the stock certificate or certificates representing such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Shares (and such Retained Distributions shall be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to at which such Retained Distributions shall have been made, paid, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) the Executive may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Shares or any Retained Distributions during the Period of Restriction. Upon issuance time the certificates shall be delivered to the Employee. Uncertificated book positions shall be subject to such depository "stop transfer" or other appropriate restrictions in the stock transfer books of the Company as may be designated by the Committee shall determine. Upon the issuance of Restricted Shares hereunder, the Employee shall be entitled to vote the Restricted Shares, and shall be entitled to receive, free of all restrictions, ordinary cash dividends and dividends in the form of shares thereon; provided, however, that dividends in respect of Restricted Shares as a depository for safekeeping to which vesting is conditioned upon the achievement of performance goals ("Performance-Based Awards") shall be accumulated and not paid out to the Employee unless and until the Restricted Shares vest. Grantees of Restricted Shares that are not Performance-Based Awards shall not be required to return any such ordinary dividends to the Company in the event of forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together with stock powers Shares. The Employee's right to receive any extraordinary dividends or other instruments distributions with respect to Restricted Shares prior to their becoming nonforfeitable shall be at the sole discretion of assignmentthe Committee, each endorsed but in blankthe event of any such extraordinary event, which will permit transfer the Committee shall take such action as is appropriate to preserve the value of, and prevent the unintended enhancement of the value of, the Restricted Shares. (b) In order to comply with any applicable securities laws, the Company may require the Employee (i) to furnish evidence satisfactory to the Company (including a written and signed representation letter) to the effect that the Restricted Shares were acquired for investment only and not for resale or distribution and (ii) to agree that the Restricted Shares shall only be sold by the Employee following registration under the Securities Act of all 1933, as amended, or pursuant to an exemption therefrom. (c) Unless otherwise determined by the Committee, any portion certificate issued in respect of the Restricted Shares and prior to the lapse of any securities constituting Retained Distributions which outstanding restrictions relating thereto shall be forfeited in accordance with bear the Plan and this Agreement. In accepting following legend: "The sale, transfer, alienation, attachment, assignment, pledge or encumbrance of the award shares of Shares set forth in this Agreement the Executive accepts and agrees stock represented hereby are subject to be bound by all the terms and conditions (including forfeiture) of the Xxxxx Apparel Group, Inc. 2009 Long Term Incentive Plan and this Agreementan Agreement entered into by the registered owner and the Company dated as of ___________, 20___. Copies of such Plan and Agreement are on file at the offices of the Company. Any attempt to dispose of these shares in contravention of the applicable restrictions, including by way of sale, assignment, transfer, pledge, hypothecation or otherwise, shall be null and void and without effect."