Common use of Issuance of Restricted Shares Clause in Contracts

Issuance of Restricted Shares. (a) The Company shall issue the Restricted Shares as of the Grant Date in one or more of the manners described below, as determined by the Company, in its sole discretion: (i) by the issuance of share certificate(s) evidencing Restricted Shares to the Secretary of the Company or such other agent of the Company as may be designated by the Company or the Secretary (the “Share Custodian”); or (ii) by documenting the issuance in uncertificated or book entry form on the Company’s stock records. Evidence of the Restricted Shares either in the form of share certificate(s) or book entry, as the case may be, shall be held by the Share Custodian or the Company, as applicable, until the Restricted Shares become Vested Shares. In the Participant’s discretion and subject to the consent of the Company, the Participant may direct that the Company issue the Restricted Shares to a revocable living trust established for the exclusive benefit of the Participant or the Participant and his or her spouse, provided that the Participant shall remain responsible for the satisfaction of all duties and obligations under the Award and under the Plan, including tax obligations. (b) In the event that the Participant forfeits any of the Restricted Shares, the Company shall cancel the issuance on its stock records and, if applicable, the Share Custodian shall promptly deliver the share certificate(s) representing the forfeited shares to the Company. (c) Participant hereby irrevocably appoints the Share Custodian, and any successor thereto, as the true and lawful attorney-in-fact of Participant with full power and authority to execute any stock transfer power or other instrument necessary to transfer any Restricted Shares to the Company in accordance with this Award, in the name, place, and stead of the Participant, by completing an irrevocable stock power in favor of the Share Custodian in the form attached hereto as Exhibit 1. The term of such appointment shall commence on the Grant Date of this Award and shall continue until the last of the Restricted Shares are delivered to the Participant as Vested Shares or are returned to the Company as forfeited Restricted Shares. (d) In the event the number of shares of Common Stock is increased or reduced as a result of a subdivision or combination of shares of Common Stock or the payment of a stock dividend or any other increase or decrease in the number of shares of Common Stock or other transaction such as a merger, reorganization or other change in the capital structure of the Company, the Participant agrees that any certificate representing shares of Common Stock or other securities of the Company issued as a result of any of the foregoing shall be delivered to the Share Custodian or recorded in book entry form, as applicable, and shall be subject to all of the provisions of this Award as if initially granted hereunder.

Issuance of Restricted Shares. (a) The Company shall issue the Restricted Shares are issued to the Recipient, effective as of the Grant Date (as set forth on the cover page of this Agreement), in one or more consideration of the manners described belowdirector, as determined employment or consulting services rendered and to be rendered by the Company, in its sole discretion: (i) by the issuance of share certificate(s) evidencing Restricted Shares to the Secretary of the Company or such other agent of the Company as may be designated by the Company or the Secretary (the “Share Custodian”); or (ii) by documenting the issuance in uncertificated or book entry form on the Company’s stock records. Evidence of the Restricted Shares either in the form of share certificate(s) or book entry, as the case may be, shall be held by the Share Custodian or the Company, as applicable, until the Restricted Shares become Vested Shares. In the Participant’s discretion and subject to the consent of the Company, the Participant may direct that the Company issue the Restricted Shares to a revocable living trust established for the exclusive benefit of the Participant or the Participant and his or her spouse, provided that the Participant shall remain responsible for the satisfaction of all duties and obligations under the Award and under the Plan, including tax obligations. (b) In the event that the Participant forfeits any of the Restricted Shares, the Company shall cancel the issuance on its stock records and, if applicable, the Share Custodian shall promptly deliver the share certificate(s) representing the forfeited shares Recipient to the Company. (cb) Participant hereby irrevocably appoints As promptly as practicable following the Share CustodianGrant Date, and any successor thereto, as the true and lawful attorney-in-fact Company shall issue one or more certificates in the name of Participant with full power and authority to execute any stock transfer power or other instrument necessary to transfer the Recipient for the Restricted Shares. Such certificate(s) shall initially be held on behalf of the Recipient by the Secretary of the Company. Following the vesting of any Restricted Shares pursuant to Section 3, below, the Secretary shall, if requested by the Recipient, deliver to the Company in accordance with this Award, in Recipient a certificate representing the name, place, and stead vested shares. (c) In lieu of the Participantprocedure in Section 1(b), by completing an irrevocable stock power in favor of at the Share Custodian in the form attached hereto as Exhibit 1. The term of such appointment shall commence on the Grant Date of this Award and shall continue until the last of Company’s option, the Restricted Shares are delivered may be transferred electronically by the Treasurer of the Company to the Participant Company’s transfer agent to hold as Vested custodian on behalf of Recipient in the transfer agent’s restricted stock ledger. Following the vesting of any Restricted Shares or are returned pursuant to Section 3 below, the Company as forfeited Restricted SharesTreasurer shall notify the transfer agent to transfer such vested shares from its restricted stock ledger to its general stock ledger. (d) In the event the number of shares of Common Stock is increased or reduced as a result of a subdivision or combination of shares of Common Stock or the payment of a stock dividend or any other increase or decrease in the number of shares of Common Stock or other transaction such as a merger, reorganization or other change in the capital structure of the CompanyThe Recipient agrees that until vested, the Participant agrees that any certificate representing shares of Common Stock or other securities of the Company issued as a result of any of the foregoing shall be delivered to the Share Custodian or recorded in book entry form, as applicable, and Restricted Shares shall be subject to all the forfeiture provisions set forth in Section 4 of this Agreement and the restrictions on transfer set forth in Section 6 of this Agreement. (e) All certificates representing unvested Restricted Shares shall have affixed thereto a legend in substantially the following form, in addition to any other legends that may be required under applicable law. “These shares of stock are subject to forfeiture provisions and restrictions on transfer set forth in a certain Restricted Stock Agreement between Oxygen Biotherapeutics, Inc. (the “Corporation”) and the registered owner of these shares (or his or her predecessor in interest), and such Agreement is available for inspection without charge at the office of the provisions Secretary of this Award as if initially granted hereunderthe Corporation.”

Issuance of Restricted Shares. (a) The Company shall issue the Restricted Shares as of the Grant Date in one or more of the manners either manner described below, as determined by the Company, Committee in its sole discretion: (i) by the issuance of share certificate(s) evidencing Restricted Shares to the Secretary of the Company or such other agent of the Company as may be designated by the Company or the Secretary Committee (the “Share Custodian”); or (ii) by documenting the issuance in uncertificated or book entry form on the Company’s stock records. Evidence of the Restricted Shares either in the form of share certificate(s) or book entry, as the case may be, shall be held by the Company or Share Custodian or the CompanyCustodian, as applicable, until the Restricted Shares become Vested Shares. In Shares in accordance with the Participant’s discretion and subject Vesting Schedule. (b) If the Employee is determined by the Committee to the consent be an “affiliate” of the Company, as such term is defined in Rule 144 (“Rule 144”) under the Participant may direct that Securities Act of 1933, as amended (the Company issue “Securities Act”), the Restricted Shares to a revocable living trust established for (and the exclusive benefit of the Participant or the Participant and his or her spouse, provided that the Participant Vested Shares resulting therefrom) shall remain responsible for the satisfaction of all duties and obligations under the Award and under the Plan, including tax obligationsbe evidenced only by physical share certificates. (bc) When the Restricted Shares become Vested Shares, the Company or the Share Custodian, as the case may be, shall deliver the Vested Shares, by either physical delivery of the share certificate(s) or book entry transfer, as applicable, to a broker designated by the Company (the “Designated Broker”) for the benefit of an account established in the name of the Employee, after, to the extent applicable, payment by the Employee of the tax withholding obligations pursuant to Section 1(a) and/or reduced by any Vested Shares withheld and returned to the Company pursuant to Section 1(b) above or delivered to a broker, dealer or other “creditor” as contemplated by Section 1(c) above (such reduced number of Vested Shares are referred to in this Section 2(c) as the “Net Vested Shares”). If the number of Vested Shares includes a fraction of a share, neither the Company nor the Share Custodian shall be required to deliver the fractional share to the Employee, and the Company shall pay the Employee the amount determined by the Company to be the estimated fair market value therefor. At any time after receipt by the Designated Broker, the Employee may require that the Designated Broker deliver the Net Vested Shares to the Employee pursuant to such arrangements or agreements as may exist between the Designated Broker and the Employee. (d) In the event that the Participant Employee forfeits any of the Restricted Shares, the Company shall cancel the issuance on its stock records and, if applicable, the Share Custodian shall promptly deliver the share certificate(s) representing the forfeited shares to the Company. (ce) Participant Employee hereby irrevocably appoints the Share Custodian, and any successor thereto, as the true and lawful attorney-in-fact of Participant Employee with full power and authority to execute any stock transfer power or other instrument necessary to transfer any Restricted Shares to the Company in accordance with this Award, in the name, place, and stead of the Participant, by completing an irrevocable stock power in favor of the Share Custodian in the form attached hereto as Exhibit 1Employee. The term of such appointment shall commence on the Grant Date of this Award and shall continue until the last of the Restricted Shares are delivered to the Participant Employee as Vested Shares or are returned to the Company as forfeited Restricted SharesShares or as Vested Shares withheld and returned to the Company pursuant to Section 1(b), as provided by the applicable terms of this Award. (df) Until the Restricted Shares become Vested Shares, the Employee shall be entitled to all rights applicable to holders of shares of Common Stock including, without limitation, the right to vote such shares and to receive dividends or other distributions thereon as provided by Section 3, except as expressly provided in this Award. (g) In the event the number of shares of Common Stock is increased or reduced as a result of a subdivision or combination of shares of Common Stock or the payment of a stock dividend or any other increase or decrease in the number of shares of Common Stock or other transaction such as a merger, reorganization or other change in the capital structure of the Company, the Participant Employee agrees that any certificate representing shares of Common Stock or other securities of the Company issued as a result of any of the foregoing shall be delivered to the Share Custodian or recorded in book entry form, as applicable, and shall be subject to all of the provisions of this Award as if initially granted hereunder.

Issuance of Restricted Shares. (a) The Company shall issue the Restricted Shares as of the Grant Date in one or more of the manners either manner described below, as determined by the Company, Committee in its sole discretion: (i) by the issuance of share certificate(s) evidencing Restricted Shares to the Secretary of the Company or such other agent of the Company as may be designated by the Company Committee or the Secretary (the “Share Custodian”); or (ii) by documenting the issuance in uncertificated or book entry form on the Company’s stock records. Evidence of the Restricted Shares either in the form of share certificate(s) or book entry, as the case may be, shall be held by the Company or Share Custodian or the CompanyCustodian, as applicable, until prior to, and for a period of six (6) months after, the Restricted Shares become Vested Shares. In Shares in accordance with the Participant’s discretion and subject to the consent of the Company, the Participant may direct that the Company issue the Restricted Shares to a revocable living trust established for the exclusive benefit of the Participant or the Participant and his or her spouse, provided that the Participant shall remain responsible for the satisfaction of all duties and obligations under the Award and under the Plan, including tax obligationsVesting Schedule. (b) When the Vested Shares cease to be subject to the transfer restrictions under Section 4(b), the Company or the Share Custodian, as the case may be, shall deliver the Vested Shares to the Employee or, at the Company’s election, to a broker designated by the Company (the “Designated Broker”) by either physical delivery of the share certificate(s) or book entry transfer, as applicable, for the benefit of an account established in the name of the Employee, in either case, reduced by any Vested Shares withheld and returned to the Company pursuant to Section 1(b) above or delivered to a broker, dealer or other “creditor” as contemplated by Section 1(c) above (such reduced number of Vested Shares are referred to in this Section 2(b) as the “Net Vested Shares”). If the number of Vested Shares includes a fraction of a share, neither the Company nor the Share Custodian shall be required to deliver the fractional share to the Employee, and the number of Vested Shares shall be rounded down to the next nearest whole number. At any time after receipt by the Designated Broker, the Employee may require that the Designated Broker deliver the Net Vested Shares to the Employee pursuant to such arrangements or agreements as may exist between the Designated Broker and the Employee. (c) In the event that the Participant Employee forfeits any of the Restricted Shares, the Company shall cancel the issuance on its stock records and, if applicable, the Share Custodian shall promptly deliver the share certificate(s) representing the forfeited shares to the Company. (cd) Participant Employee hereby irrevocably appoints the Share Custodian, and any successor thereto, as the true and lawful attorney-in-fact of Participant Employee with full power and authority to execute any stock transfer power or other instrument necessary to transfer any Restricted Shares to the Company in accordance with this Award, in the name, place, and stead of the Participant, by completing an irrevocable stock power in favor of the Share Custodian in the form attached hereto as Exhibit 1Employee. The term of such appointment shall commence on the Grant Date of this Award and shall continue until the last of the Restricted Shares are delivered to the Participant Employee as Net Vested Shares or are returned to the Company as forfeited Restricted SharesShares or as Vested Shares withheld and returned to the Company pursuant to Section 1(b), as provided by the applicable terms of this Award. (de) Unless and until the Restricted Shares are forfeited, the Employee shall be entitled to all rights respecting the Restricted Shares applicable to holders of shares of Common Stock generally, including, without limitation, the right to vote such shares and to receive dividends or other distributions thereon as provided by Section 3, except as expressly provided in this Award. (f) In the event the number of shares of Common Stock is increased or reduced as a result of a subdivision or combination of shares of Common Stock or the payment of a stock dividend or any other increase or decrease in the number of shares of Common Stock or other transaction such as a merger, reorganization or other change in the capital structure of the Company, the Participant Employee agrees that any certificate representing shares of Common Stock or other securities of the Company issued as a result of any of the foregoing shall be delivered to the Share Custodian or recorded in book entry form, as applicable, and shall be subject to all of the provisions of this Award as if initially granted hereunder.

Issuance of Restricted Shares. (a) The Company shall Artisan may, in its sole and absolute discretion and in accordance with the terms of the Plan and applicable state law, issue the Restricted Shares as in the form of the Grant Date in one or more of the manners described below, as determined uncertificated shares. Such uncertificated Restricted Shares shall be credited to a book entry account maintained by the Company, in its sole discretion: (i) by the issuance of share certificate(s) evidencing Restricted Shares to the Secretary of the Company or such other registrar and transfer agent of the Company Common Stock with the applicable restrictions on transferability imposed on such Restricted Shares by this Award Agreement (the “Restrictive Legend”) and such other restrictive legends as may be designated required by Artisan noted. If thereafter, certificates are issued with respect to the Company uncertificated Restricted Shares, such issuance and delivery of certificates shall be in accordance with the applicable terms of this Award Agreement and each certificate or the Secretary (the “Share Custodian”); or (ii) by documenting the issuance other evidence of ownership issued in uncertificated or book entry form on the Company’s stock records. Evidence respect of the Restricted Shares either will be deposited with Artisan, or its designee, together with, if requested by Artisan, a stock power or share transfer form executed in the form of share certificate(s) or book entry, as the case may be, shall be held blank by the Share Custodian or Grantee, and will bear the Company, Restrictive Legend and such other restrictive legends as applicable, until may be required by Artisan. Artisan may advise the Restricted Shares become Vested Shares. In the Participant’s discretion registrar and subject transfer agent to the consent place a stop order against any legended shares of the Company, the Participant may direct that the Company issue the Restricted Shares to a revocable living trust established for the exclusive benefit of the Participant or the Participant and his or her spouse, provided that the Participant shall remain responsible for the satisfaction of all duties and obligations under the Award and under the Plan, including tax obligationsCommon Stock. (b) In Upon the event that the Participant forfeits any vesting of the Restricted SharesShares in accordance with this Agreement, the Company shall cancel the issuance on its stock records andArtisan will deliver, if applicableor cause to be delivered, the Share Custodian shall promptly deliver the share certificate(s) representing the forfeited evidence of ownership of shares of Common Stock to the CompanyGrantee not bearing or otherwise subject to the Restrictive Legend (but still bearing and/or subject to any other legends that may be required by Artisan). (c) Participant hereby irrevocably appoints Artisan may reasonably postpone the Share Custodian, and any successor thereto, as the true and lawful attorney-in-fact of Participant with full power and authority to execute any stock transfer power or other instrument necessary to transfer any Restricted Shares to the Company in accordance with this Award, in the name, place, and stead of the Participant, by completing an irrevocable stock power in favor of the Share Custodian in the form attached hereto as Exhibit 1. The term of such appointment shall commence on the Grant Date of this Award and shall continue until the last issuance of the Restricted Shares are delivered to and/or the Participant as Vested Shares delivery of certificates or are returned to the Company as forfeited Restricted Shares. (d) In the event the number other evidence of shares of Common Stock is increased or reduced as a result of a subdivision or combination of shares of Common Stock or until it receives satisfactory proof that the payment of a stock dividend or issuance and delivery will not violate any other increase or decrease in the number of shares of Common Stock or other transaction such as a merger, reorganization or other change in the capital structure of the Company, the Participant agrees that any certificate representing shares of Common Stock or other securities of the Company issued as a result of any of the foregoing shall be delivered to the Share Custodian or recorded in book entry form, as applicable, and shall be subject to all of the provisions of this Award as if initially granted hereunderthe Securities Act or the Exchange Act, any rules or regulations of the Securities and Exchange Commission (“SEC”) promulgated thereunder, or the requirements of applicable state law relating to authorization, issuance or sale of securities, or until there has been compliance with the provisions of such acts or rules; provided that the delivery shall be made at the earliest date at which Artisan reasonably anticipates that it will not cause such violation. The Grantee understands that Artisan is under no obligation to register or qualify the Restricted Shares with the SEC, any state securities commission or any stock exchange to effect such compliance.

Issuance of Restricted Shares. (a) The Company shall issue the Restricted Shares are issued to the Recipient, effective as of the Grant Date (as set forth on the cover page of this Agreement), in one or more consideration of [employment services rendered and to be rendered] [acceptance of employment] and employment services to be rendered by the Recipient to the Company. For the avoidance of doubt, the award is made in respect of Restricted Shares only and is in no way substitutable for a cash payment (equivalent to the value of the manners described belowshares or other eligible products, as determined by the Company, in its sole discretion: (i) by the issuance of share certificate(s) evidencing Restricted Shares to the Secretary of the Company or such other agent of the Company as may be designated by the Company or the Secretary (the “Share Custodian”value of an increase in their price); or (ii) by documenting the issuance in uncertificated or book entry form on the Company’s stock records. Evidence of the Restricted Shares either in the form of share certificate(s) or book entry, as the case may be, shall be held by the Share Custodian or the Company, as applicable, until the Restricted Shares become Vested Shares. In the Participant’s discretion and subject to the consent of the Company, the Participant may direct that the Company issue the Restricted Shares to a revocable living trust established for the exclusive benefit of the Participant or the Participant and his or her spouse, provided that the Participant shall remain responsible for the satisfaction of all duties and obligations under the Award and under the Plan, including tax obligations. (b) In The Restricted Shares will initially be issued by the event that Company in book entry form only, in the Participant forfeits any name of the Recipient. The Restricted SharesShares will be identifiable by identifying numbers and are unique to the Recipient. If, in accordance with the terms of this Agreement, the Restricted Shares shall no longer be eligible to vest in the Recipient, those Restricted Shares may not be transferred to any other party, save for transfer to the Company contemplated in accordance with Section 3 below. Following the vesting of Restricted Shares pursuant to Section 2 below, the Recipient must within 6 months after vesting, provide notice to the Company electing to have the relevant Restricted Shares delivered to the Recipient (“Exercise Notice”). If the Recipient fails to serve an Exercise Notice within 6 months after vesting the Company may in its discretion forfeit the Restricted Shares which were the subject of vesting. Within 14 days after receipt of a valid Exercise Notice, the Company shall cancel must deliver to the issuance on its stock records and, if applicable, the Share Custodian shall promptly deliver the share certificate(s) Recipient a certificate representing the forfeited shares to the Company. (c) Participant hereby irrevocably appoints the Share Custodian, and any successor thereto, as the true and lawful attorney-in-fact of Participant with full power and authority to execute any stock transfer power or other instrument necessary to transfer any vested Restricted Shares to which are the Company in accordance with this Award, in the name, place, and stead subject of the Participant, by completing an irrevocable stock power in favor of the Share Custodian in the form attached hereto as Exhibit 1a valid Exercise Notice. The term of such appointment shall commence on the Grant Date of this Award and shall continue until the last of Recipient agrees that the Restricted Shares are delivered to the Participant as Vested Shares or are returned to the Company as forfeited Restricted Shares. (d) In the event the number of shares of Common Stock is increased or reduced as a result of a subdivision or combination of shares of Common Stock or the payment of a stock dividend or any other increase or decrease in the number of shares of Common Stock or other transaction such as a merger, reorganization or other change in the capital structure of the Company, the Participant agrees that any certificate representing shares of Common Stock or other securities of the Company issued as a result of any of the foregoing shall be delivered to the Share Custodian or recorded in book entry form, as applicable, and shall be subject to all of the forfeiture provisions set forth in Section 3 of this Award as if initially granted hereunderAgreement and the restrictions on transfer set forth in Section 4 of this Agreement.

Issuance of Restricted Shares. (a) The Company shall issue the Restricted Shares as of the Grant Date in one or more of the manners described below, as determined by the Company, in its sole discretion: (i) by the issuance of share certificate(s) evidencing Restricted Shares to the Secretary of the Company or such other agent of the Company as may be designated by the Company or the Secretary (the “Share Custodian”); or (ii) by documenting the issuance in uncertificated or book entry form on the Company’s stock records. Evidence of the Restricted Shares either in the form of share certificate(s) or book entry, as the case may be, shall be held by the Share Custodian or the Company, as applicable, until the Restricted Shares become Vested Shares. In Shares in accordance with the Participant’s discretion and subject to the consent of the Company, the Participant may direct that the Company issue the Restricted Shares to a revocable living trust established for the exclusive benefit of the Participant or the Participant and his or her spouse, provided that the Participant shall remain responsible for the satisfaction of all duties and obligations under the Award and under the Plan, including tax obligationsVesting Schedule. (b) In the event that the Participant forfeits any of the Restricted Shares, the Company shall cancel the issuance on its stock records and, if applicable, the Share Custodian shall promptly deliver the share certificate(s) representing the forfeited shares to the Company. (c) Participant hereby irrevocably appoints the Share Custodian, and any successor thereto, as the true and lawful attorney-in-fact of Participant with full power and authority to execute any stock transfer power or other instrument necessary to transfer any Restricted Shares to the Company in accordance with this Award, in the name, place, and stead of the Participant, by completing an irrevocable stock power in favor of the Share Custodian in the form attached hereto as Exhibit 1. The term of such appointment shall commence on the Grant Date of this Award and shall continue until the last of the Restricted Shares are delivered to the Participant as Vested Shares or are returned to the Company as forfeited Restricted Shares. (d) In the event the number of shares of Common Stock is increased or reduced as a result of a subdivision or combination of shares of Common Stock or the payment of a stock dividend or any other increase or decrease in the number of shares of Common Stock or other transaction such as a merger, reorganization or other change in the capital structure of the Company, the Participant agrees that any certificate representing shares of Common Stock or other securities of the Company issued as a result of any of the foregoing shall be delivered to the Share Custodian or recorded in book entry form, as applicable, and shall be subject to all of the provisions of this Award as if initially granted hereunder.

Issuance of Restricted Shares. (ai) The Company shall issue the Restricted Shares as of the Grant Date in one or more of the manners either manner described below, as determined by the Company, Committee in its sole discretion: (iA) by the issuance of share certificate(s) evidencing Restricted Shares to the Secretary of the Company or such other agent of the Company as may be designated by the Company Committee or the Secretary (the “Share Custodian”); or (iiB) by documenting the issuance in uncertificated or book entry form on the Company’s stock records. Evidence of the Restricted Shares either in the form of share certificate(s) or book entry, as the case may be, shall be held by the Company or Share Custodian or the CompanyCustodian, as applicable, until prior to, and for a period of six (6) months after, the Restricted Shares become Vested Shares. In Shares in accordance with the Participant’s discretion and Vesting Schedule. (ii) When the Vested Shares cease to be subject to the consent transfer restrictions under Section 2(e)(ii), the Company or the Share Custodian, as the case may be, shall deliver the Vested Shares to Employee or, at the Company’s election, to a broker designated by the Company (the “Designated Broker”) by either physical delivery of the Companyshare certificate(s) or book entry transfer, as applicable, for the Participant benefit of an account established in the name of Employee, in either case, reduced by any Vested Shares withheld and returned to the Company pursuant to Section 2(b)(ii) above or delivered to a broker, dealer or other “creditor” as contemplated by Section 2(b)(iii) above (such reduced number of Vested Shares are referred to in this Section 2(c)(ii) as the “Net Vested Shares”). If the number of Vested Shares includes a fraction of a share, neither the Company nor the Share Custodian shall be required to deliver the fractional share to Employee, and the number of Vested Shares shall be rounded down to the next nearest whole number. At any time after receipt by the Designated Broker, Employee may direct require that the Company issue Designated Broker deliver the Restricted Net Vested Shares to a revocable living trust established for Employee pursuant to such arrangements or agreements as may exist between the exclusive benefit of the Participant or the Participant Designated Broker and his or her spouse, provided that the Participant shall remain responsible for the satisfaction of all duties and obligations under the Award and under the Plan, including tax obligationsEmployee. (biii) In the event that the Participant Employee forfeits any of the Restricted Shares, the Company shall cancel the issuance on its stock records and, if applicable, the Share Custodian shall promptly deliver the share certificate(s) representing the forfeited shares to the Company. (civ) Participant Employee hereby irrevocably appoints the Share Custodian, and any successor thereto, as the true and lawful attorney-in-fact of Participant Employee with full power and authority to execute any stock transfer power or other instrument necessary to transfer any Restricted Shares to the Company in accordance with this Award, in the name, place, and stead of the Participant, by completing an irrevocable stock power in favor of the Share Custodian in the form attached hereto as Exhibit 1Employee. The term of such appointment shall commence on the Grant Date of this Award and shall continue until the last of the Restricted Shares are delivered to the Participant Employee as Net Vested Shares or are returned to the Company as forfeited Restricted SharesShares or as Vested Shares withheld and returned to the Company pursuant to Section 2(b)(ii), as provided by the applicable terms of this Award. (dv) Unless and until the Restricted Shares are forfeited, Employee shall be entitled to all rights respecting the Restricted Shares applicable to holders of shares of Common Stock generally, including, without limitation, the right to vote such shares and to receive dividends or other distributions thereon as provided by Section 2(d), except as expressly provided in this Award. (vi) In the event the number of shares of Common Stock is increased or reduced as a result of a subdivision or combination of shares of Common Stock or the payment of a stock dividend or any other increase or decrease in the number of shares of Common Stock or other transaction such as a merger, reorganization or other change in the capital structure of the Company, the Participant Employee agrees that any certificate representing shares of Common Stock or other securities of the Company issued as a result of any of the foregoing shall be delivered to the Share Custodian or recorded in book entry form, as applicable, and shall be subject to all of the provisions of this Award as if initially granted hereunder.

Issuance of Restricted Shares. (a) The Company shall Artisan may, in its sole and absolute discretion and in accordance with the terms of the Plan and applicable state law, issue the Restricted Shares as in the form of the Grant Date in one or more of the manners described below, as determined uncertificated shares. Such uncertificated Restricted Shares shall be credited to a book entry account maintained by the Company, in its sole discretion: (i) by the issuance of share certificate(s) evidencing Restricted Shares to the Secretary of the Company or such other registrar and transfer agent of the Company Common Stock with the applicable restrictions on transferability imposed on such Restricted Shares by this Award Agreement (the “Restrictive Legend”) and such other restrictive legends as may be designated required by Xxxxxxx noted. If thereafter, certificates are issued with respect to the Company uncertificated Restricted Shares, such issuance and delivery of certificates shall be in accordance with the applicable terms of this Award Agreement and each certificate or the Secretary (the “Share Custodian”); or (ii) by documenting the issuance other evidence of ownership issued in uncertificated or book entry form on the Company’s stock records. Evidence respect of the Restricted Shares either will be deposited with Artisan, or its designee, together with, if requested by Xxxxxxx, a stock power or share transfer form executed in the form of share certificate(s) or book entry, as the case may be, shall be held blank by the Share Custodian or Grantee, and will bear the Company, Restrictive Legend and such other restrictive legends as applicable, until may be required by Artisan. Xxxxxxx may advise the Restricted Shares become Vested Shares. In the Participant’s discretion registrar and subject transfer agent to the consent place a stop order against any legended shares of the Company, the Participant may direct that the Company issue the Restricted Shares to a revocable living trust established for the exclusive benefit of the Participant or the Participant and his or her spouse, provided that the Participant shall remain responsible for the satisfaction of all duties and obligations under the Award and under the Plan, including tax obligationsCommon Stock. (b) In Upon the event that the Participant forfeits any vesting of the Restricted SharesShares in accordance with this Agreement, the Company shall cancel the issuance on its stock records andArtisan will deliver, if applicableor cause to be delivered, the Share Custodian shall promptly deliver the share certificate(s) representing the forfeited evidence of ownership of shares of Common Stock to the CompanyGrantee not bearing or otherwise subject to the Restrictive Legend (but still bearing and/or subject to any other legends that may be required by Artisan). (c) Participant hereby irrevocably appoints Artisan may reasonably postpone the Share Custodian, and any successor thereto, as the true and lawful attorney-in-fact of Participant with full power and authority to execute any stock transfer power or other instrument necessary to transfer any Restricted Shares to the Company in accordance with this Award, in the name, place, and stead of the Participant, by completing an irrevocable stock power in favor of the Share Custodian in the form attached hereto as Exhibit 1. The term of such appointment shall commence on the Grant Date of this Award and shall continue until the last issuance of the Restricted Shares are delivered to and/or the Participant as Vested Shares delivery of certificates or are returned to the Company as forfeited Restricted Shares. (d) In the event the number other evidence of shares of Common Stock is increased or reduced as a result of a subdivision or combination of shares of Common Stock or until it receives satisfactory proof that the payment of a stock dividend or issuance and delivery will not violate any other increase or decrease in the number of shares of Common Stock or other transaction such as a merger, reorganization or other change in the capital structure of the Company, the Participant agrees that any certificate representing shares of Common Stock or other securities of the Company issued as a result of any of the foregoing shall be delivered to the Share Custodian or recorded in book entry form, as applicable, and shall be subject to all of the provisions of this Award as if initially granted hereunderthe Securities Act or the Exchange Act, any rules or regulations of the Securities and Exchange Commission (“SEC”) promulgated thereunder, or the requirements of applicable state law relating to authorization, issuance or sale of securities, or until there has been compliance with the provisions of such acts or rules; provided that the delivery shall be made at the earliest date at which Artisan reasonably anticipates that it will not cause such violation. The Grantee understands that Artisan is under no obligation to register or qualify the Restricted Shares with the SEC, any state securities commission or any stock exchange to effect such compliance.

Issuance of Restricted Shares. (a) The Company shall issue the Restricted Shares as of the Grant Date in one or more of the manners either manner described below, as determined by the Company, Committee in its sole discretion: (i) by the issuance of share certificate(s) evidencing Restricted Shares to the Secretary of the Company or such other agent of the Company as may be designated by the Company Committee or the Secretary (the “Share Custodian”); or (ii) by documenting the issuance in uncertificated or book entry form on the Company’s stock records. Evidence of the Restricted Shares either in the form of share certificate(s) or book entry, as the case may be, shall be held by the Company or Share Custodian or the CompanyCustodian, as applicable, until the Restricted Shares become Vested Shares. In Shares in accordance with the Participant’s discretion and subject to the consent of the Company, the Participant may direct that the Company issue the Restricted Shares to a revocable living trust established for the exclusive benefit of the Participant or the Participant and his or her spouse, provided that the Participant shall remain responsible for the satisfaction of all duties and obligations under the Award and under the Plan, including tax obligationsVesting Schedule. (b) When the Restricted Shares become Vested Shares, the Company or the Share Custodian, as the case may be, shall deliver the Vested Shares to the Director or, at the Company’s election, to a broker designated by the Company (the “Designated Broker”) by either physical delivery of the share certificate(s) or book entry transfer, as applicable, for the benefit of an account established in the name of the Director. If the number of Vested Shares includes a fraction of a share, neither the Company nor the Share Custodian shall be required to deliver the fractional share to the Director, and the Company shall pay the Director the amount determined by the Company to be the estimated fair market value therefor. At any time after receipt by the Designated Broker, the Director may require that the Designated Broker deliver the Vested Shares to the Director pursuant to such arrangements or agreements as may exist between the Designated Broker and the Director. (c) In the event that the Participant Director forfeits any of the Restricted Shares, the Company shall cancel the issuance on its stock records and, if applicable, the Share Custodian shall promptly deliver the share certificate(s) representing the forfeited shares to the Company. (cd) Participant Director hereby irrevocably appoints the Share Custodian, and any successor thereto, as the true and lawful attorney-in-fact of Participant Director with full power and authority to execute any stock transfer power or other instrument necessary to transfer any Restricted Shares to the Company in accordance with this Award, in the name, place, and stead of the Participant, by completing an irrevocable stock power in favor of the Share Custodian in the form attached hereto as Exhibit 1Director. The term of such appointment shall commence on the Grant Date of this Award and shall continue until the last of the Restricted Shares are delivered to the Participant Director as Vested Shares or are returned to the Company as forfeited Restricted Shares. (de) Except as otherwise expressly provided in this Award, the Director shall be entitled to all rights respecting the Restricted Shares applicable to holders of shares of Common Stock including, without limitation, the right to vote such shares and to receive dividends or other distributions thereon as provided by Section 3. (f) In the event the number of shares of Common Stock is increased or reduced as a result of a subdivision or combination of shares of Common Stock or the payment of a stock dividend or any other increase or decrease in the number of shares of Common Stock or other transaction such as a merger, reorganization or other change in the capital structure of the Company, the Participant Director agrees that any certificate representing shares of Common Stock or other securities of the Company issued as a result of any of the foregoing shall be delivered to the Share Custodian or recorded in book entry form, as applicable, and shall be subject to all of the provisions of this Award as if initially granted hereunder.

Issuance of Restricted Shares. (a) The Company shall issue the Restricted Shares as of the Grant Date in one or more of the manners either manner described below, as determined by the Company, Committee in its sole discretion: (i) by the issuance of share certificate(s) evidencing Restricted Shares to the Secretary of the Company or such other agent of the Company as may be designated by the Company Committee or the Secretary (the “Share Custodian”); or (ii) by documenting the issuance in uncertificated or book entry form on the Company’s stock records. Evidence of the Restricted Shares either in the form of share certificate(s) or book entry, as the case may be, shall be held by the Company or Share Custodian or the CompanyCustodian, as applicable, until the Restricted Shares become Vested Shares. In Shares in accordance with the Participant’s discretion and subject Vesting Schedule. (b) If the Employee is determined by the Committee to the consent be an “affiliate” of the Company, as such term is defined in Rule 144 (“Rule 144”) under the Participant may direct that Securities Act of 1933, as amended (the Company issue “Securities Act”), the Restricted Shares to a revocable living trust established for (and the exclusive benefit of the Participant or the Participant and his or her spouse, provided that the Participant Vested Shares resulting therefrom) shall remain responsible for the satisfaction of all duties and obligations under the Award and under the Plan, including tax obligationsbe evidenced only by physical share certificates. (bc) When the Restricted Shares become Vested Shares, the Company or the Share Custodian, as the case may be, shall deliver the Vested Shares to the Employee or, at the Company’s election, to a broker designated by the Company (the “Designated Broker”) by either physical delivery of the share certificate(s) or book entry transfer, as applicable, for the benefit of an account established in the name of the Employee, in either case, after, to the extent applicable, payment by the Employee of the tax withholding obligations pursuant to Section 1(a) and/or reduced by any Vested Shares withheld and returned to the Company pursuant to Section 1(b) above or delivered to a broker, dealer or other “creditor” as contemplated by Section 1(c) above (such reduced number of Vested Shares are referred to in this Section 2(c) as the “Net Vested Shares”). If the number of Vested Shares includes a fraction of a share, neither the Company nor the Share Custodian shall be required to deliver the fractional share to the Employee, and the Company shall pay the Employee the amount determined by the Company to be the estimated fair market value therefor. At any time after receipt by the Designated Broker, the Employee may require that the Designated Broker deliver the Net Vested Shares to the Employee pursuant to such arrangements or agreements as may exist between the Designated Broker and the Employee. (d) In the event that the Participant Employee forfeits any of the Restricted Shares, the Company shall cancel the issuance on its stock records and, if applicable, the Share Custodian shall promptly deliver the share certificate(s) representing the forfeited shares to the Company. (ce) Participant Employee hereby irrevocably appoints the Share Custodian, and any successor thereto, as the true and lawful attorney-in-fact of Participant Employee with full power and authority to execute any stock transfer power or other instrument necessary to transfer any Restricted Shares to the Company in accordance with this Award, in the name, place, and stead of the Participant, by completing an irrevocable stock power in favor of the Share Custodian in the form attached hereto as Exhibit 1Employee. The term of such appointment shall commence on the Grant Date of this Award and shall continue until the last of the Restricted Shares are delivered to the Participant Employee as Vested Shares or are returned to the Company as forfeited Restricted SharesShares or as Vested Shares withheld and returned to the Company pursuant to Section 1(b), as provided by the applicable terms of this Award. (df) Until the Restricted Shares become Vested Shares, the Employee shall be entitled to all rights applicable to holders of shares of Common Stock including, without limitation, the right to vote such shares and to receive dividends or other distributions thereon as provided by Section 3, except as expressly provided in this Award. (g) In the event the number of shares of Common Stock is increased or reduced as a result of a subdivision or combination of shares of Common Stock or the payment of a stock dividend or any other increase or decrease in the number of shares of Common Stock or other transaction such as a merger, reorganization or other change in the capital structure of the Company, the Participant Employee agrees that any certificate representing shares of Common Stock or other securities of the Company issued as a result of any of the foregoing shall be delivered to the Share Custodian or recorded in book entry form, as applicable, and shall be subject to all of the provisions of this Award as if initially granted hereunder.

Issuance of Restricted Shares. (a) The Company shall issue the Restricted Shares as of the Grant Date in one or more of the manners either manner described below, as determined by the Company, Committee in its sole discretion: (i) by the issuance of share certificate(s) evidencing Restricted Shares to the Secretary of the Company or such other agent of the Company as may be designated by the Company Committee or the Secretary (the “Share Custodian”); or (ii) by documenting the issuance in uncertificated or book entry form on the Company’s stock records. Evidence of the Restricted Shares either in the form of share certificate(s) or book entry, as the case may be, shall be held by the Company or Share Custodian or the CompanyCustodian, as applicable, until the Restricted Shares become Vested Shares. In Shares in accordance with the Participant’s discretion and subject to the consent of the Company, the Participant may direct that the Company issue the Restricted Shares to a revocable living trust established for the exclusive benefit of the Participant or the Participant and his or her spouse, provided that the Participant shall remain responsible for the satisfaction of all duties and obligations under the Award and under the Plan, including tax obligationsVesting Schedule. (b) When the Vested Shares cease to be subject to the transfer restrictions under Section 4(b), the Company or the Share Custodian, as the case may be, shall deliver the Vested Shares to the Employee or, at the Company’s election, to a broker designated by the Company (the “Designated Broker”) by either physical delivery of the share certificate(s) or book entry transfer, as applicable, for the benefit of an account established in the name of the Employee, in either case, reduced by any Vested Shares withheld and returned to the Company pursuant to Section 1(b) above or delivered to a broker, dealer or other “creditor” as contemplated by Section 1(c) above (such reduced number of Vested Shares are referred to in this Section 2(b) as the “Net Vested Shares”). If the number of Vested Shares includes a fraction of a share, neither the Company nor the Share Custodian shall be required to deliver the fractional share to the Employee, and the number of Vested Shares shall be rounded down to the next nearest whole number. At any time after receipt by the Designated Broker, the Employee may require that the Designated Broker deliver the Net Vested Shares to the Employee pursuant to such arrangements or agreements as may exist between the Designated Broker and the Employee. (c) In the event that the Participant Employee forfeits any of the Restricted Shares, the Company shall cancel the issuance on its stock records and, if applicable, the Share Custodian shall promptly deliver the share certificate(s) representing the forfeited shares to the Company. (cd) Participant Employee hereby irrevocably appoints the Share Custodian, and any successor thereto, as the true and lawful attorney-in-fact of Participant Employee with full power and authority to execute any stock transfer power or other instrument necessary to transfer any Restricted Shares to the Company in accordance with this Award, in the name, place, and stead of the Participant, by completing an irrevocable stock power in favor of the Share Custodian in the form attached hereto as Exhibit 1Employee. The term of such appointment shall commence on the Grant Date of this Award and shall continue until the last of the Restricted Shares are delivered to the Participant Employee as Net Vested Shares or are returned to the Company as forfeited Restricted SharesShares or as Vested Shares withheld and returned to the Company pursuant to Section 1(b), as provided by the applicable terms of this Award. (de) Unless and until the Restricted Shares are forfeited, the Employee shall be entitled to all rights respecting the Restricted Shares applicable to holders of shares of Common Stock generally, including, without limitation, the right to vote such shares and to receive dividends or other distributions thereon as provided by Section 3, except as expressly provided in this Award. (f) In the event the number of shares of Common Stock is increased or reduced as a result of a subdivision or combination of shares of Common Stock or the payment of a stock dividend or any other increase or decrease in the number of shares of Common Stock or other transaction such as a merger, reorganization or other change in the capital structure of the Company, the Participant Employee agrees that any certificate representing shares of Common Stock or other securities of the Company issued as a result of any of the foregoing shall be delivered to the Share Custodian or recorded in book entry form, as applicable, and shall be subject to all of the provisions of this Award as if initially granted hereunder.

Issuance of Restricted Shares. (a) The Company shall issue the Restricted Shares as of the Grant Resticted Share Award Date in one or more of the manners either manner described below, as determined by the Company, Committee in its sole discretion: (i) by the issuance of share certificate(s) evidencing Restricted Shares to the Secretary of the Company or such other agent of the Company as may be designated by the Company or the Secretary Committee (the “Share Custodian”); or (ii) by documenting the issuance in uncertificated or book entry form on the Company’s stock records. Evidence of the Restricted Shares either in the form of share certificate(s) or book entry, as the case may be, shall be held by the Company or Share Custodian or the CompanyCustodian, as applicable, until the Restricted Shares become Vested Shares. In Shares in accordance with the Participant’s discretion and subject Vesting Schedule. (b) If the Employee is determined by the Committee to the consent be an “affiliate” of the Company, as such term is defined in Rule 144 (“Rule 144”) under the Participant may direct that Securities Act of 1933, as amended (the Company issue “Securities Act”), the Restricted Shares to a revocable living trust established for (and the exclusive benefit of the Participant or the Participant and his or her spouse, provided that the Participant Vested Shares resulting therefrom) shall remain responsible for the satisfaction of all duties and obligations under the Award and under the Plan, including tax obligationsbe evidenced only by physical share certificates. (bc) When the Restricted Shares become Vested Shares, the Company or the Share Custodian, as the case may be, shall deliver the Vested Shares to the Employee or, at the Company’s election, to a broker designated by the Company (the “Designated Broker”) by either physical delivery of the share certificate(s) or book entry transfer, as applicable, for the benefit of an account established in the name of the Employee, in either case, after, to the extent applicable, payment by the Employee of the tax withholding obligations pursuant to Section 1(a) and/or reduced by any Vested Shares withheld and returned to the Company pursuant to Section 1(b) above or delivered to a broker, dealer or other “creditor” as contemplated by Section 1(c) above (such reduced number of Vested Shares are referred to in this Section 2(c) as the “Net Vested Shares”). If the number of Vested Shares includes a fraction of a share, neither the Company nor the Share Custodian shall be required to deliver the fractional share to the Employee, and the Company shall pay the Employee the amount determined by the Company to be the estimated fair market value therefor. At any time after receipt by the Designated Broker, the Employee may require that the Designated Broker deliver the Net Vested Shares to the Employee pursuant to such arrangements or agreements as may exist between the Designated Broker and the Employee. (d) In the event that the Participant Employee forfeits any of the Restricted Shares, the Company shall cancel the issuance on its stock records and, if applicable, the Share Custodian shall promptly deliver the share certificate(s) representing the forfeited shares to the Company. (ce) Participant Employee hereby irrevocably appoints the Share Custodian, and any successor thereto, as the true and lawful attorney-in-fact of Participant Employee with full power and authority to execute any stock transfer power or other instrument necessary to transfer any Restricted Shares to the Company in accordance with this Award, in the name, place, and stead of the Participant, by completing an irrevocable stock power in favor of the Share Custodian in the form attached hereto as Exhibit 1Employee. The term of such appointment shall commence on the Grant Restricted Share Award Date of this Award and shall continue until the last of the Restricted Shares are delivered to the Participant Employee as Vested Shares or are returned to the Company as forfeited Restricted SharesShares or as Vested Shares withheld and returned to the Company pursuant to Section 1(b), as provided by the applicable terms of this Award. (df) Until the Restricted Shares become Vested Shares, the Employee shall be entitled to all rights applicable to holders of shares of Common Stock including, without limitation, the right to vote such shares and to receive dividends or other distributions thereon as provided by Section 3, except as expressly provided in this Award. (g) In the event the number of shares of Common Stock is increased or reduced as a result of a subdivision or combination of shares of Common Stock or the payment of a stock dividend or any other increase or decrease in the number of shares of Common Stock or other transaction such as a merger, reorganization or other change in the capital structure of the Company, the Participant Employee agrees that any certificate representing shares of Common Stock or other securities of the Company issued as a result of any of the foregoing shall be delivered to the Share Custodian or recorded in book entry form, as applicable, and shall be subject to all of the provisions of this Award as if initially granted hereunder.

Issuance of Restricted Shares. (a) The Company shall issue the Restricted Shares as of the Grant Date in one or more of the manners either manner described below, as determined by the Company, Committee in its sole discretion: (i) by the issuance of share certificate(s) evidencing Restricted Shares to the Secretary of the Company or such other agent of the Company as may be designated by the Company Committee or the Secretary (the “Share Custodian”); or (ii) by documenting the issuance in uncertificated or book entry form on the Company’s stock records. Evidence of the Restricted Shares either in the form of share certificate(s) or book entry, as the case may be, shall be held by the Company or Share Custodian or the CompanyCustodian, as applicable, until the Restricted Shares become Vested Shares. In Shares in accordance with the Participant’s discretion Vesting Schedule. (b) If the shares of Common Stock are registered under the Securities Act of 1933, as amended (the “Securities Act”) and subject the Employee is determined by the Committee to the consent be an “affiliate” of the Company, as such term is defined in Rule 144 (“Rule 144”) under the Participant may direct that the Company issue Securities Act, the Restricted Shares to a revocable living trust established for (and the exclusive benefit of the Participant or the Participant and his or her spouse, provided that the Participant Vested Shares resulting therefrom) shall remain responsible for the satisfaction of all duties and obligations under the Award and under the Plan, including tax obligationsbe evidenced only by physical share certificates. (bc) When the Restricted Shares become Vested Shares, the Company or the Share Custodian, as the case may be, shall deliver the Vested Shares to the Employee or, at the Company’s election, to a broker designated by the Company (the “Designated Broker”) by either physical delivery of the share certificate(s) or book entry transfer, as applicable, for the benefit of an account established in the name of the Employee, in either case, after, to the extent applicable, payment by the Employee of the tax withholding obligations pursuant to Section 1(a) and/or reduced by any Vested Shares withheld and returned to the Company pursuant to Section 1(b) above or delivered to a broker, dealer or other “creditor” as contemplated by Section 1(c) above (such reduced number of Vested Shares are referred to in this Section 2(c) as the “Net Vested Shares”). If the number of Vested Shares includes a fraction of a share, neither the Company nor the Share Custodian shall be required to deliver the fractional share to the Employee, and the Company shall pay the Employee the amount determined by the Company to be the estimated Fair Market Value therefor. At any time after receipt by the Designated Broker, the Employee may require that the Designated Broker deliver the Net Vested Shares to the Employee pursuant to such arrangements or agreements as may exist between the Designated Broker and the Employee. (d) In the event that the Participant Employee forfeits any of the Restricted Shares, the Company shall cancel the issuance on its stock records and, if applicable, the Share Custodian shall promptly deliver the share certificate(s) representing the forfeited shares to the Company. (ce) Participant Employee hereby irrevocably appoints the Share Custodian, and any successor thereto, as the true and lawful attorney-in-fact of Participant Employee with full power and authority to execute any stock transfer power or other instrument necessary to transfer any Restricted Shares to the Company in accordance with this Award, in the name, place, and stead of the Participant, by completing an irrevocable stock power in favor of the Share Custodian in the form attached hereto as Exhibit 1Employee. The term of such appointment shall commence on the Grant Date of this Award and shall continue until the last of the Restricted Shares are delivered to the Participant Employee as Vested Shares or are returned to the Company as forfeited Restricted SharesShares or as Vested Shares withheld and returned to the Company pursuant to Section 1(b), as provided by the applicable terms of this Award. (df) Unless and until the Restricted Shares become Vested Shares, the Employee shall be entitled to all rights applicable to holders of shares of Common Stock including, without limitation, the right to vote such shares and to receive dividends or other distributions thereon as provided by Section 4, except as otherwise expressly provided in this Award. (g) In the event the number of shares of Common Stock is increased or reduced as a result of a subdivision or combination of shares of Common Stock or the payment of a stock dividend or any other increase or decrease in the number of shares of Common Stock or other transaction such as a merger, reorganization or other change in the capital structure of the Company, the Participant Employee agrees that any certificate representing shares of Common Stock or other securities of the Company issued as a result of any of the foregoing shall be delivered to the Share Custodian or recorded in book entry form, as applicable, and shall be subject to all of the provisions of this Award as if initially granted hereunder.

Issuance of Restricted Shares. (a) The Company shall issue the Restricted Shares as of the Grant Date in one or more of the manners either manner described below, as determined by the Company, Committee in its sole discretion: (i) by the issuance of share certificate(s) evidencing Restricted Shares to the Secretary of the Company or such other agent of the Company as may be designated by the Company Committee or the Secretary (the “Share Custodian”); or (ii) by documenting the issuance in uncertificated or book entry form on the Company’s stock records. Evidence of the Restricted Shares either in the form of share certificate(s) or book entry, as the case may be, shall be held by the Company or Share Custodian or the CompanyCustodian, as applicable, until the Restricted Shares become Vested Shares. In Shares in accordance with the Participant’s discretion Vesting Schedule. (b) If the shares of Common Stock are registered under the Securities Act of 1933, as amended (the “Securities Act”) and subject the Director is determined by the Committee to the consent be an “affiliate” of the Company, as such term is defined in Rule 144 (“Rule 144”) under the Participant may direct that the Company issue Securities Act, the Restricted Shares to a revocable living trust established for (and the exclusive benefit of the Participant or the Participant and his or her spouse, provided that the Participant Vested Shares resulting therefrom) shall remain responsible for the satisfaction of all duties and obligations under the Award and under the Plan, including tax obligationsbe evidenced only by physical share certificates. (bc) When the Restricted Shares become Vested Shares, the Company or the Share Custodian, as the case may be, shall deliver the Vested Shares to the Director or, at the Company’s election, to a broker designated by the Company (the “Designated Broker”) by either physical delivery of the share certificate(s) or book entry transfer, as applicable, for the benefit of an account established in the name of the Director. If the number of Vested Shares includes a fraction of a share, neither the Company nor the Share Custodian shall be required to deliver the fractional share to the Director, and the Company shall pay the Director the amount determined by the Company to be the estimated Fair Market Value therefor. At any time after receipt by the Designated Broker, the Director may require that the Designated Broker deliver the Vested Shares to the Director pursuant to such arrangements or agreements as may exist between the Designated Broker and the Director. (d) In the event that the Participant Director forfeits any of the Restricted Shares, the Company shall cancel the issuance on its stock records and, if applicable, the Share Custodian shall promptly deliver the share certificate(s) representing the forfeited shares to the Company. (ce) Participant Director hereby irrevocably appoints the Share Custodian, and any successor thereto, as the true and lawful attorney-in-fact of Participant Director with full power and authority to execute any stock transfer power or other instrument necessary to transfer any Restricted Shares to the Company in accordance with this Award, in the name, place, and stead of the Participant, by completing an irrevocable stock power in favor of the Share Custodian in the form attached hereto as Exhibit 1Director. The term of such appointment shall commence on the Grant Date of this Award and shall continue until the last of the Restricted Shares are delivered to the Participant Director as Vested Shares or are returned to the Company as forfeited Restricted Shares, as provided by the applicable terms of this Award. (df) Unless and until the Restricted Shares become Vested Shares, the Director shall be entitled to all rights applicable to holders of shares of Common Stock including, without limitation, the right to vote such shares and to receive dividends or other distributions thereon as provided by Section 3, except as otherwise expressly provided in this Award. (g) In the event the number of shares of Common Stock is increased or reduced as a result of a subdivision or combination of shares of Common Stock or the payment of a stock dividend or any other increase or decrease in the number of shares of Common Stock or other transaction such as a merger, reorganization or other change in the capital structure of the Company, the Participant Director agrees that any certificate representing shares of Common Stock or other securities of the Company issued as a result of any of the foregoing shall be delivered to the Share Custodian or recorded in book entry form, as applicable, and shall be subject to all of the provisions of this Award as if initially granted hereunder.

Issuance of Restricted Shares. (ai) The Company shall issue the Restricted Shares as of the Grant Date in one or more of the manners either manner described below, as determined by the Company, Committee in its sole discretion: (iA) by the issuance of share certificate(s) evidencing Restricted Shares to the Secretary of the Company or such other agent of the Company as may be designated by the Company Committee or the Secretary (the “Share Custodian”); or (iiB) by documenting the issuance in uncertificated or book entry form on the Company’s stock records. Evidence of the Restricted Shares either in the form of share certificate(s) or book entry, as the case may be, shall be held by the Company or Share Custodian or the CompanyCustodian, as applicable, until prior to, and for a period of six (6) months after, the Restricted Shares become Vested Shares. In Shares in accordance with the Participant’s discretion and Vesting Schedule. (ii) When the Vested Shares cease to be subject to the consent transfer restrictions under Section 1(e)(ii), the Company or the Share Custodian, as the case may be, shall deliver the Vested Shares to Employee or, at the Company’s election, to a broker designated by the Company (the “Designated Broker”) by either physical delivery of the Companyshare certificate(s) or book entry transfer, as applicable, for the Participant benefit of an account established in the name of Employee, in either case, reduced by any Vested Shares withheld and returned to the Company pursuant to Section 1(b)(ii) above or delivered to a broker, dealer or other “creditor” as contemplated by Section 1(b)(iii) above (such reduced number of Vested Shares are referred to in this Section 1(c)(ii) as the “Net Vested Shares”). If the number of Vested Shares includes a fraction of a share, neither the Company nor the Share Custodian shall be required to deliver the fractional share to Employee, and the number of Vested Shares shall be rounded down to the next nearest whole number. At any time after receipt by the Designated Broker, Employee may direct require that the Company issue Designated Broker deliver the Restricted Net Vested Shares to a revocable living trust established for Employee pursuant to such arrangements or agreements as may exist between the exclusive benefit of the Participant or the Participant Designated Broker and his or her spouse, provided that the Participant shall remain responsible for the satisfaction of all duties and obligations under the Award and under the Plan, including tax obligationsEmployee. (biii) In the event that the Participant Employee forfeits any of the Restricted Shares, the Company shall cancel the issuance on its stock records and, if applicable, the Share Custodian shall promptly deliver the share certificate(s) representing the forfeited shares to the Company. (civ) Participant Employee hereby irrevocably appoints the Share Custodian, and any successor thereto, as the true and lawful attorney-in-fact of Participant Employee with full power and authority to execute any stock transfer power or other instrument necessary to transfer any Restricted Shares to the Company in accordance with this Award, in the name, place, and stead of the Participant, by completing an irrevocable stock power in favor of the Share Custodian in the form attached hereto as Exhibit 1Employee. The term of such appointment shall commence on the Grant Date of this Award and shall continue until the last of the Restricted Shares are delivered to the Participant Employee as Net Vested Shares or are returned to the Company as forfeited Restricted SharesShares or as Vested Shares withheld and returned to the Company pursuant to Section 1(b)(ii), as provided by the applicable terms of this Award. (dv) Unless and until the Restricted Shares are forfeited, Employee shall be entitled to all rights respecting the Restricted Shares applicable to holders of shares of Common Stock generally, including, without limitation, the right to vote such shares and to receive dividends or other distributions thereon as provided by Section 1(d), except as expressly provided in this Award. (vi) In the event the number of shares of Common Stock is increased or reduced as a result of a subdivision or combination of shares of Common Stock or the payment of a stock dividend or any other increase or decrease in the number of shares of Common Stock or other transaction such as a merger, reorganization or other change in the capital structure of the Company, the Participant Employee agrees that any certificate representing shares of Common Stock or other securities of the Company issued as a result of any of the foregoing shall be delivered to the Share Custodian or recorded in book entry form, as applicable, and shall be subject to all of the provisions of this Award as if initially granted hereunder.

Issuance of Restricted Shares. (a) The Company shall issue the Restricted Shares as of the Grant Date in one or more of the manners described below, as determined by the Company, in its sole discretion: (i) by the issuance of share certificate(s) evidencing Restricted Shares to the Secretary of the Company or such other agent of the Company as may be designated by the Company or the Secretary Committee (the “Share Custodian”); or (ii) by documenting the issuance in uncertificated or book entry form on the Company’s stock records. Evidence of the Restricted Shares either in the form of share certificate(s) or book entry, as the case may be, shall be held by the Company or Share Custodian or the CompanyCustodian, as applicable, until the Restricted Shares become Vested Shares. In Shares in accordance with the Participant’s discretion and subject to the consent of the Company, the Participant may direct that the Company issue the Restricted Shares to a revocable living trust established for the exclusive benefit of the Participant or the Participant and his or her spouse, provided that the Participant shall remain responsible for the satisfaction of all duties and obligations under the Award and under the Plan, including tax obligationsVesting Schedule. (b) When the Restricted Shares become Vested Shares, the Company or the Share Custodian, as the case may be, shall deliver the Vested Shares by physical delivery of the share certificate(s) to a broker designated by the Company (the “Designated Broker”) for the benefit of an account established in the name of the Recipient. If the number of Vested Shares includes a fraction of a share, neither the Company nor the Share Custodian shall be required to deliver the fractional share to the Recipient, and the Company shall pay the Recipient the amount determined by the Company to be the estimated fair market value therefor. At any time after receipt by the Designated Broker, the Recipient may require that the Designated Broker deliver the Vested Shares to the Recipient pursuant to such arrangements or agreements as may exist between the Designated Broker and the Recipient. (c) In the event that the Participant Recipient forfeits any of the Restricted Shares, the Company shall cancel the issuance on its stock records and, if applicable, and the Share Custodian shall promptly deliver the share certificate(s) representing the forfeited shares to the Company. (cd) Participant Recipient hereby irrevocably appoints the Share Custodian, and any successor thereto, as the true and lawful attorney-in-fact of Participant Recipient with full power and authority to execute any stock transfer power or other instrument necessary to transfer any Restricted Shares to the Company in accordance with this Award, in the name, place, and stead of the Participant, by completing an irrevocable stock power in favor of the Share Custodian in the form attached hereto as Exhibit 1Recipient. The term of such appointment shall commence on the Grant Date of this Award and shall continue until the last of the Restricted Shares are delivered to the Participant Recipient as Vested Shares or are returned to the Company as forfeited Restricted Shares. (de) Until the Restricted Shares become Vested Shares, the Recipient shall be entitled to all rights applicable to holders of shares of Common Stock including, without limitation, the right to vote such shares and to receive dividends or other distributions thereon as provided by Section 2, except as expressly provided in this Award. (f) In the event the number of shares of Common Stock is increased or reduced as a result of a subdivision or combination of shares of Common Stock or the payment of a stock dividend or any other increase or decrease in the number of shares of Common Stock or other transaction such as a merger, reorganization or other change in the capital structure of the Company, the Participant Recipient agrees that any certificate representing shares of Common Stock or other securities of the Company issued as a result of any of the foregoing shall be delivered to the Share Custodian or recorded in book entry form, as applicable, and shall be subject to all of the provisions of this Award as if initially granted hereunder.

Issuance of Restricted Shares. (a) The Company shall issue the Restricted Shares as of the Grant Date in one or more of the manners either manner described below, as determined by the Company, Board of Directors in its sole discretion: (i) by the issuance of share certificate(s) evidencing Restricted Shares to the Secretary of the Company or such other agent of the Company as may be designated by the Company Board of Directors or the Secretary (the “Share Custodian”); or (ii) by documenting the issuance in uncertificated or book entry form on the Company’s stock records. Evidence of the Restricted Shares either in the form of share certificate(s) or book entry, as the case may be, shall be held by the Company or Share Custodian or the CompanyCustodian, as applicable, until the Restricted Shares become Vested Shares. In Shares in accordance with the Participant’s discretion and subject to the consent of the Company, the Participant may direct that the Company issue the Restricted Shares to a revocable living trust established for the exclusive benefit of the Participant or the Participant and his or her spouse, provided that the Participant shall remain responsible for the satisfaction of all duties and obligations under the Award and under the Plan, including tax obligationsVesting Schedule. (b) In If the event that shares of Common Stock are registered under the Participant forfeits any Securities Act of 1933, as amended (the “Securities Act”) and the Employee is determined by the Board of Directors to be an “affiliate” of the Restricted SharesCompany, as such term is defined in Rule 144 (“Rule 144”) under the Securities Act, the Company Restricted Shares (and the Vested Shares resulting therefrom) shall cancel the issuance on its stock records and, if applicable, the Share Custodian shall promptly deliver the be evidenced only by physical share certificate(s) representing the forfeited shares to the Companycertificates. (c) Participant hereby irrevocably appoints When the Restricted Shares become Vested Shares, the Company or the Share Custodian, and any successor thereto, as the true and lawful attorney-in-fact of Participant with full power and authority to execute any stock transfer power or other instrument necessary to transfer any Restricted case may be, shall deliver the Vested Shares to the Employee or, at the Company’s election, to a broker designated by the Company (the “Designated Broker”) by either physical delivery of the share certificate(s) or book entry transfer, as applicable, for the benefit of an account established in accordance with this Awardthe name of the Employee, in either case, after, to the nameextent applicable, place, and stead payment by the Employee of the Participant, tax withholding obligations pursuant to Section 1(a) and/or reduced by completing an irrevocable stock power in favor of the Share Custodian in the form attached hereto as Exhibit 1. The term of such appointment shall commence on the Grant Date of this Award and shall continue until the last of the Restricted Shares are delivered to the Participant as any Vested Shares or are withheld and returned to the Company pursuant to Section 1(b) above or delivered to a broker, dealer or other “creditor” as forfeited Restricted contemplated by Section 1(c) above (such reduced number of Vested Shares are referred to in this Section 2(b) as the “Net Vested Shares. (d) In the event ”). If the number of shares of Common Stock is increased or reduced as Vested Shares includes a result fraction of a subdivision or combination of shares of Common Stock or the payment of a stock dividend or any other increase or decrease in the number of shares of Common Stock or other transaction such as a mergershare, reorganization or other change in the capital structure of the Company, the Participant agrees that any certificate representing shares of Common Stock or other securities of neither the Company issued as a result of any of the foregoing shall be delivered to nor the Share Custodian or recorded in book entry form, as applicableshall be required to deliver the fractional share to the Employee, and the Company shall pay the Employee the amount determined by the Company to be subject the Fair Market Value therefor. At any time after receipt by the Designated Broker, the Employee may require that the Designated Broker deliver the Net Vested Shares to all of the provisions of this Award Employee pursuant to such arrangements or agreements as if initially granted hereundermay exist between the Designated Broker and the Employee.

Issuance of Restricted Shares. (a) The Company shall issue the Restricted Shares as of the Grant Date in one or more of the manners described below, as determined by the Company, in its sole discretion: (i) by the issuance of share certificate(s) evidencing Restricted Shares to the Secretary of the Company or such other agent of the Company as may be designated by the Company or the Secretary (the “Share Custodian”); or (ii) by documenting the issuance in uncertificated or book entry form on the Company’s stock share records. Evidence of the Restricted Shares either in the form of share certificate(s) or book entry, as the case may be, shall be held by the Share Custodian or the Company, as applicable, until the Restricted Shares become Vested Shares. In Shares in accordance with the Participant’s discretion and subject to the consent of the Company, the Participant may direct that the Company issue the Restricted Shares to a revocable living trust established for the exclusive benefit of the Participant or the Participant and his or her spouse, provided that the Participant shall remain responsible for the satisfaction of all duties and obligations under the Award and under the Plan, including tax obligationsVesting Schedule. (b) In the event that the Participant forfeits any of the Restricted Shares, the Company shall cancel the issuance on its stock share records and, if applicable, the Share Custodian shall promptly deliver the share certificate(s) representing the forfeited shares to the Company. (c) The Participant hereby irrevocably appoints the Share Custodian, and any successor thereto, as the true and lawful attorney-in-fact of the Participant with full power and authority to execute any stock share transfer power or other instrument necessary to transfer any Restricted Shares to the Company in accordance with this Award, in the name, place, and stead of the Participant, by completing an irrevocable stock share power in favor of the Share Custodian in the form attached hereto as Exhibit 1. The term of such appointment shall commence on the Grant Date of this Award and shall continue until the last of the Restricted Shares are delivered to the Participant as Vested Shares or are returned to the Company as forfeited Restricted Shares. (d) In the event the number of shares of Common Stock Shares is increased or reduced as a result of a subdivision or combination of shares of Common Stock Shares or the payment of a stock share dividend or any other increase or decrease in the number of shares of Common Stock Shares or other transaction such as a merger, reorganization or other change in the capital structure of the Company, the Participant agrees that any certificate representing shares of Common Stock Shares or other securities of the Company issued as a result of any of the foregoing shall be delivered to the Share Custodian or recorded in book entry form, as applicable, and shall be subject to all of the provisions of this Award as if initially granted hereunder.

Issuance of Restricted Shares. (a) The Company shall issue the Restricted Shares as of the Grant Date in one or more of the manners either manner described below, as determined by the Company, Committee in its sole discretion: (i) by the issuance of share certificate(s) evidencing Restricted Shares to the Secretary of the Company or such other agent of the Company as may be designated by the Company Committee or the Secretary (the “Share Custodian”); or (ii) by documenting the issuance in uncertificated or book entry form on the Company’s stock records. Evidence of the Restricted Shares either in the form of share certificate(s) or book entry, as the case may be, shall be held by the Company or Share Custodian or the CompanyCustodian, as applicable, until the Restricted Shares become Vested Shares. In Shares in accordance with the Participant’s discretion Vesting Schedule. (b) If the shares of Common Stock are registered under the Securities Act of 1933, as amended (the “Securities Act”) and subject the Director is determined by the Committee to the consent be an “affiliate” of the Company, as such term is defined in Rule 144 (“Rule 144”) under the Participant may direct that the Company issue Securities Act, the Restricted Shares to a revocable living trust established for (and the exclusive benefit of the Participant or the Participant and his or her spouse, provided that the Participant Vested Shares resulting therefrom) shall remain responsible for the satisfaction of all duties and obligations under the Award and under the Plan, including tax obligationsbe evidenced only by physical share certificates. (bc) When the Restricted Shares become Vested Shares, the Company or the Share Custodian, as the case may be, shall deliver the Vested Shares to the Director or, at the Company’s election, to a broker designated by the Company (the “Designated Broker”) by either physical delivery of the share certificate(s) or book entry transfer, as applicable, for the benefit of an account established in the name of the Director. If the number of Vested Shares includes a fraction of a share, neither the Company nor the Share Custodian shall be required to deliver the fractional share to the Director, and the Company shall pay the Director the amount determined by the Company to be the estimated Fair Market Value therefor. At any time after receipt by the Designated Broker, the Director may require that the Designated Broker deliver the Vested Shares to the Director pursuant to such arrangements or agreements as may exist between the Designated Broker and the Director. (d) In the event that the Participant Director forfeits any of the Restricted Shares, the Company shall cancel the issuance on its stock records and, if applicable, the Share Custodian shall promptly deliver the share certificate(s) representing the forfeited shares to the Company. (ce) Participant Director hereby irrevocably appoints the Share Custodian, and any successor thereto, as the true and lawful attorney-in-fact of Participant Director with full power and authority to execute any stock transfer power or other instrument necessary to transfer any Restricted Shares to the Company in accordance with this Award, in the name, place, and stead of the Participant, by completing an irrevocable stock power in favor of the Share Custodian in the form attached hereto as Exhibit 1Director. The term of such appointment shall commence on the Grant Date of this Award and shall continue until the last of the Restricted Shares are delivered to the Participant Director as Vested Shares or are returned to the Company as forfeited Restricted Shares, as provided by the applicable terms of this Award. (df) Unless and until the Restricted Shares become Vested Shares, the Director shall be entitled to all rights applicable to holders of shares of Stock including, without limitation, the right to vote such shares and to receive dividends or other distributions thereon as provided by Section 3, except as otherwise expressly provided in this Award. (g) In the event the number of shares of Common Stock is increased or reduced as a result of a subdivision or combination of shares of Common Stock or the payment of a stock dividend or any other increase or decrease in the number of shares of Common Stock or other transaction such as a merger, reorganization or other change in the capital structure of the Company, the Participant Director agrees that any certificate representing shares of Common Stock or other securities of the Company issued as a result of any of the foregoing shall be delivered to the Share Custodian or recorded in book entry form, as applicable, and shall be subject to all of the provisions of this Award as if initially granted hereunder.

Issuance of Restricted Shares. (a) The Merger Agreement provides that “Equity Consideration” consisting of shares of the common stock, par value $0.01 per share, of the Company, will be issued to Recipient as of the Closing Date (the date of such issuance, the “Date of Issuance”), upon and subject to the terms and conditions of this Agreement and the Merger Agreement. Any and all of such shares, when and if issued pursuant to the Merger Agreement, shall automatically be subject to the restrictions provided for in this Agreement and are referred to collectively as the “Restricted Shares” and each as a “Restricted Share.” Recipient and the Company acknowledge that (i) this Agreement will be binding immediately upon its execution, but, notwithstanding any provision of this Agreement to the contrary, this Agreement will not be effective or operative until the Date of Issuance (except for Section 3 of this Agreement, which shall issue be effective immediately), (ii) if the Merger Agreement is terminated prior to the Closing pursuant to its terms, Recipient shall have no right to any Restricted Shares and this Agreement will not become effective and all of the terms and provisions of this Agreement shall be null and void, (iii) the Restricted Shares will not be issued, even if the Closing occurs, if Recipient’s employment with Sandler is terminated prior to the Date of Issuance except as provided in the immediately subsequent clause (iv), and (iv) if prior to the Date of Issuance (x) a Senior Managing Principal of Sandler and the Chief Executive Officer of the Grant Company mutually agree to terminate the employment of Recipient effective prior to or on the Closing Date and any such termination was not for Cause or (y) the employment of Recipient is terminated due to death or disability, the Restricted Shares shall be granted on the Date of Issuance and, notwithstanding anything to the contrary in one or more this Agreement, the Restricted Shares shall be fully vested and unrestricted on the Date of Issuance. (b) The Restricted Shares will be reserved with the Company’s transfer agent and records of the manners described below, as determined grant will be maintained by the Company’s long-term incentive plan administrator. All restrictions provided for in this Agreement will apply to each Restricted Share and to any other securities distributed with respect to that Restricted Share. Any dividends or distributions payable or distributable with respect to or in exchange for outstanding but unvested Restricted Shares shall be held by the Company (or its designated agent) for the benefit of Recipient subject to the same restrictions, vesting conditions and other terms of this Agreement to which the underlying unvested Restricted Shares are subject. At the time any of the underlying Restricted Shares vest, the Company shall cause to be delivered to Recipient (without interest) the portion of such retained dividends and distributions that relate to such vesting Restricted Shares. Unless otherwise expressly permitted by the Company, the Restricted Shares may not (until such Restricted Shares have vested in Recipient in accordance with all terms and conditions of this Agreement) be assigned or transferred other than by will or the laws of descent and distribution and shall not be subject to pledge, hypothecation, execution, attachment or similar process. Each Restricted Share will remain restricted and subject to cancellation unless and until that Restricted Share has vested in Recipient in accordance with all of the terms and conditions of this Agreement. Each book entry (or stock certificate if requested by Recipient) evidencing any Restricted Share shall contain such notations or legends and stock transfer instructions or limitations as specified in Section 9 of this Agreement and as may be determined or authorized by the Company consistent with the terms of this Agreement. If a certificate evidencing any Restricted Share is requested by Recipient prior to vesting of such Restricted Shares, the Company may, in its sole discretion: (i) by the issuance of share certificate(s) evidencing Restricted Shares to the Secretary , retain custody of the Company or such other agent of the Company as may be designated by the Company or the Secretary (the “Share Custodian”); or (ii) by documenting the issuance in uncertificated or book entry form on the Company’s stock records. Evidence of the Restricted Shares either in the form of share certificate(s) or book entrycertificate until vesting and require, as the case may bea condition to issuing a certificate prior to vesting, shall be held by the Share Custodian or the Company, as applicable, until the Restricted Shares become Vested Shares. In the Participant’s discretion and subject to the consent of the Company, the Participant may direct that the Company issue the Restricted Shares to a revocable living trust established for the exclusive benefit of the Participant or the Participant and his or her spouse, provided that the Participant shall remain responsible for the satisfaction of all duties and obligations under the Award and under the Plan, including tax obligations. (b) In the event that the Participant forfeits any of the Restricted Shares, the Company shall cancel the issuance on its stock records and, if applicable, the Share Custodian shall promptly deliver the share certificate(s) representing the forfeited shares to the Company. (c) Participant hereby irrevocably appoints the Share Custodian, and any successor thereto, as the true and lawful attorney-in-fact of Participant with full power and authority to execute any stock transfer power or other instrument necessary to transfer any Restricted Shares Recipient tender to the Company in accordance with this Award, in the name, place, and stead of the Participant, by completing an irrevocable a stock power duly executed in favor of the Share Custodian in the form attached hereto as Exhibit 1. The term of blank relating to such appointment shall commence on the Grant Date of this Award and shall continue until the last of the Restricted Shares are delivered to the Participant as Vested Shares or are returned to the Company as forfeited Restricted Sharescustody. (d) In the event the number of shares of Common Stock is increased or reduced as a result of a subdivision or combination of shares of Common Stock or the payment of a stock dividend or any other increase or decrease in the number of shares of Common Stock or other transaction such as a merger, reorganization or other change in the capital structure of the Company, the Participant agrees that any certificate representing shares of Common Stock or other securities of the Company issued as a result of any of the foregoing shall be delivered to the Share Custodian or recorded in book entry form, as applicable, and shall be subject to all of the provisions of this Award as if initially granted hereunder.

Issuance of Restricted Shares. (a) The Company shall issue cause the Restricted Shares as to be issued in the name of the Grant Date in one Employee, either by book-entry registration or more of the manners described below, as determined by the Company, in its sole discretion: (i) by the issuance of share certificate(s) a stock certificate or certificates evidencing the Restricted Shares to Shares, which certificate or certificates shall be held by the Secretary of the Company or such other the stock transfer agent or brokerage service selected by the Secretary of the Company as may to provide such services for the Plan. The Restricted Shares shall be designated restricted from transfer and shall be subject to an appropriate stop-transfer order. If any certificate is used, the certificate shall bear an appropriate legend referring to the restrictions applicable to the Restricted Shares. Employee hereby agrees to the retention by the Company or the Secretary (the “Share Custodian”); or (ii) by documenting the issuance in uncertificated or book entry form on the Company’s stock records. Evidence of the Restricted Shares either and, if a stock certificate is used, agrees to execute and deliver to the Company a blank stock power with respect to the Restricted Shares as a condition to the receipt of this award of Restricted Shares. After any Restricted Shares vest pursuant to Section 2 or Section 6 hereof, and following payment of the applicable withholding taxes pursuant to Section 7(b) of this Agreement, the Company shall promptly cause to be issued a certificate or certificates, registered in the form name of share certificate(s) Employee or book entryin the name of Employee’s legal representatives, beneficiaries or heirs, as the case may be, shall be held by the Share Custodian or the Company, as applicable, until the evidencing such vested whole Restricted Shares become Vested Shares. In the Participant’s discretion and subject to the consent of the Company, the Participant may direct that the Company issue the (less any Restricted Shares withheld to a revocable living trust established for the exclusive benefit of the Participant pay withholding taxes) and shall cause such certificate or the Participant and his certificates to be delivered to Employee or her spouseEmployee’s legal representatives, provided that the Participant shall remain responsible for the satisfaction of all duties and obligations under the Award and under the Plan, including tax obligations. (b) In the event that the Participant forfeits any of the Restricted Shares, the Company shall cancel the issuance on its stock records and, if applicable, the Share Custodian shall promptly deliver the share certificate(s) representing the forfeited shares to the Company. (c) Participant hereby irrevocably appoints the Share Custodian, and any successor theretobeneficiaries or heirs, as the true and lawful attorneycase may be, free of the legend or the stop-in-fact transfer order referenced above. The value of Participant with full power and authority to execute any stock transfer power or other instrument necessary to transfer any fractional Restricted Shares to shall be paid in cash at the Company in accordance with this Award, in the name, place, and stead of the Participant, by completing an irrevocable stock power in favor of the Share Custodian in the form attached hereto as Exhibit 1. The term of such appointment shall commence on the Grant Date of this Award and shall continue until the last of time certificates evidencing the Restricted Shares are delivered to the Participant as Vested Shares or are returned to the Company as forfeited Restricted SharesEmployee. (d) In the event the number of shares of Common Stock is increased or reduced as a result of a subdivision or combination of shares of Common Stock or the payment of a stock dividend or any other increase or decrease in the number of shares of Common Stock or other transaction such as a merger, reorganization or other change in the capital structure of the Company, the Participant agrees that any certificate representing shares of Common Stock or other securities of the Company issued as a result of any of the foregoing shall be delivered to the Share Custodian or recorded in book entry form, as applicable, and shall be subject to all of the provisions of this Award as if initially granted hereunder.

Issuance of Restricted Shares. (a) The Company shall issue the Restricted Shares as of the Grant Date in one or more of the manners either manner described below, as determined by the Company, Committee in its sole discretion: (i) by the issuance of share certificate(s) evidencing Restricted Shares to the Secretary of the Company or such other agent of the Company as may be designated by the Company Committee or the Secretary (the “Share Custodian”); or (ii) by documenting the issuance in uncertificated or book entry form on the Company’s stock records. Evidence of the Restricted Shares either in the form of share certificate(s) or book entry, as the case may be, shall be held by the Company or Share Custodian or the CompanyCustodian, as applicable, until the Restricted Shares become Vested Shares. In Shares in accordance with the Participant’s discretion Vesting Schedule. (b) If the shares of Common Stock are registered under the Securities Act of 1933, as amended (the “Securities Act”) and subject the Employee is determined by the Committee to the consent be an “affiliate” of the Company, as such term is defined in Rule 144 (“Rule 144”) under the Participant may direct that the Company issue Securities Act, the Restricted Shares to a revocable living trust established for (and the exclusive benefit of the Participant or the Participant and his or her spouse, provided that the Participant Vested Shares resulting therefrom) shall remain responsible for the satisfaction of all duties and obligations under the Award and under the Plan, including tax obligationsbe evidenced only by physical share certificates. (bc) When the Restricted Shares become Vested Shares, the Company or the Share Custodian, as the case may be, shall deliver the Vested Shares to the Employee or, at the Company’s election, to a broker designated by the Company (the “Designated Broker”) by either physical delivery of the share certificate(s) or book entry transfer, as applicable, for the benefit of an account established in the name of the Employee, in either case, after, to the extent applicable, payment by the Employee of the tax withholding obligations pursuant to Section 1(a) and/or reduced by any Vested Shares withheld and returned to the Company pursuant to Section 1(b) above or delivered to a broker, dealer or other “creditor” as contemplated by Section 1(c) above (such reduced number of Vested Shares are referred to in this Section 2(c) as the “Net Vested Shares”). If the number of Vested Shares includes a fraction of a share, neither the Company nor the Share Custodian shall be required to deliver the fractional share to the Employee, and the Company shall pay the Employee the amount determined by the Company to be the estimated fair market value therefor. At any time after receipt by the Designated Broker, the Employee may require that the Designated Broker deliver the Net Vested Shares to the Employee pursuant to such arrangements or agreements as may exist between the Designated Broker and the Employee. (d) In the event that the Participant Employee forfeits any of the Restricted Shares, the Company shall cancel the issuance on its stock records and, if applicable, the Share Custodian shall promptly deliver the share certificate(s) representing the forfeited shares to the Company. (ce) Participant Employee hereby irrevocably appoints the Share Custodian, and any successor thereto, as the true and lawful attorney-in-fact of Participant Employee with full power and authority to execute any stock transfer power or other instrument necessary to transfer any Restricted Shares to the Company in accordance with this Award, in the name, place, and stead of the Participant, by completing an irrevocable stock power in favor of the Share Custodian in the form attached hereto as Exhibit 1Employee. The term of such appointment shall commence on the Grant Date of this Award and shall continue until the last of the Restricted Shares are delivered to the Participant Employee as Vested Shares or are returned to the Company as forfeited Restricted SharesShares or as Vested Shares withheld and returned to the Company pursuant to Section 1(b), as provided by the applicable terms of this Award. (df) Until the Restricted Shares become Vested Shares, the Employee shall be entitled to all rights applicable to holders of shares of Common Stock including, without limitation, the right to vote such shares and to receive dividends or other distributions thereon as provided by Section 3, except as expressly provided in this Award. (g) In the event the number of shares of Common Stock is increased or reduced as a result of a subdivision or combination of shares of Common Stock or the payment of a stock dividend or any other increase or decrease in the number of shares of Common Stock or other transaction such as a merger, reorganization or other change in the capital structure of the Company, the Participant Employee agrees that any certificate representing shares of Common Stock or other securities of the Company issued as a result of any of the foregoing shall be delivered to the Share Custodian or recorded in book entry form, as applicable, and shall be subject to all of the provisions of this Award as if initially granted hereunder.

Issuance of Restricted Shares. (a) The Company shall issue the Restricted Shares as of the Grant Date in one or more of the manners either manner described below, as determined by the Company, Committee in its sole discretion: (i) by the issuance of share certificate(s) evidencing Restricted Shares to the Secretary of the Company or such other agent of the Company as may be designated by the Company Committee or the Secretary (the “Share Custodian”); or (ii) by documenting the issuance in uncertificated or book entry form on the Company’s stock records. Evidence of the Restricted Shares either in the form of share certificate(s) or book entry, as the case may be, shall be held by the Company or Share Custodian or the CompanyCustodian, as applicable, until the Restricted Shares become Vested Shares. In Shares in accordance with the Participant’s discretion Vesting Schedule. (b) If the shares of Common Stock are registered under the Securities Act of 1933, as amended (the “Securities Act”) and subject the Employee is determined by the Committee to the consent be an “affiliate” of the Company, as such term is defined in Rule 144 (“Rule 144”) under the Participant may direct that the Company issue Securities Act, the Restricted Shares to a revocable living trust established for (and the exclusive benefit of the Participant or the Participant and his or her spouse, provided that the Participant Vested Shares resulting therefrom) shall remain responsible for the satisfaction of all duties and obligations under the Award and under the Plan, including tax obligationsbe evidenced only by physical share certificates. (bc) When the Restricted Shares become Vested Shares, the Company or the Share Custodian, as the case may be, shall deliver the Vested Shares to the Employee or, at the Company’s election, to a broker designated by the Company (the “Designated Broker”) by either physical delivery of the share certificate(s) or book entry transfer, as applicable, for the benefit of an account established in the name of the Employee, in either case, after, to the extent applicable, payment by the Employee of the tax withholding obligations pursuant to Section 1(a) and/or reduced by any Vested Shares withheld and returned to the Company pursuant to Section 1(b) above or delivered to a broker, dealer or other “creditor” as contemplated by Section 1(c) above (such reduced number of Vested Shares are referred to in this Section 2(c) as the “Net Vested Shares”). If the number of Vested Shares includes a fraction of a share, neither the Company nor the Share Custodian shall be required to deliver the fractional share to the Employee, and the Company shall pay the Employee the amount determined by the Company to be the estimated Fair Market Value therefor. At any time after receipt by the Designated Broker, the Employee may require that the Designated Broker deliver the Net Vested Shares to the Employee pursuant to such arrangements or agreements as may exist between the Designated Broker and the Employee. (d) In the event that the Participant Employee forfeits any of the Restricted Shares, the Company shall cancel the issuance on its stock records and, if applicable, the Share Custodian shall promptly deliver the share certificate(s) representing the forfeited shares to the Company. (ce) Participant Employee hereby irrevocably appoints the Share Custodian, and any successor thereto, as the true and lawful attorney-in-fact of Participant Employee with full power and authority to execute any stock transfer power or other instrument necessary to transfer any Restricted Shares to the Company in accordance with this Award, in the name, place, and stead of the Participant, by completing an irrevocable stock power in favor of the Share Custodian in the form attached hereto as Exhibit 1Employee. The term of such appointment shall commence on the Grant Date of this Award and shall continue until the last of the Restricted Shares are delivered to the Participant Employee as Vested Shares or are returned to the Company as forfeited Restricted SharesShares or as Vested Shares withheld and returned to the Company pursuant to Section 1(b), as provided by the applicable terms of this Award. (df) Unless and until the Restricted Shares become Vested Shares, the Employee shall be entitled to all rights applicable to holders of shares of Stock including, without limitation, the right to vote such shares and to receive dividends or other distributions thereon as provided by Section 4, except as otherwise expressly provided in this Award. (g) In the event the number of shares of Common Stock is increased or reduced as a result of a subdivision or combination of shares of Common Stock or the payment of a stock dividend or any other increase or decrease in the number of shares of Common Stock or other transaction such as a merger, reorganization or other change in the capital structure of the Company, the Participant Employee agrees that any certificate representing shares of Common Stock or other securities of the Company issued as a result of any of the foregoing shall be delivered to the Share Custodian or recorded in book entry form, as applicable, and shall be subject to all of the provisions of this Award as if initially granted hereunder.

Issuance of Restricted Shares. (a) The Company shall Artisan may, in its sole and absolute discretion and in accordance with the terms of the Plan and applicable state law, issue the Restricted Shares as in the form of the Grant Date in one or more of the manners described below, as determined uncertificated shares. Such uncertificated Restricted Shares shall be credited to a book entry account maintained by the Company, in its sole discretion: (i) by the issuance of share certificate(s) evidencing Restricted Shares to the Secretary of the Company or such other registrar and transfer agent of the Company Common Stock with the applicable restrictions on transferability imposed on such Restricted Shares by this Award Agreement (the “Restrictive Legend”) and such other restrictive legends as may be designated required by Axxxxxx noted. If thereafter, certificates are issued with respect to the Company uncertificated Restricted Shares, such issuance and delivery of certificates shall be in accordance with the applicable terms of this Award Agreement and each certificate or the Secretary (the “Share Custodian”); or (ii) by documenting the issuance other evidence of ownership issued in uncertificated or book entry form on the Company’s stock records. Evidence respect of the Restricted Shares either will be deposited with Artisan, or its designee, together with, if requested by Axxxxxx, a stock power or share transfer form executed in the form of share certificate(s) or book entry, as the case may be, shall be held blank by the Share Custodian or Grantee, and will bear the Company, Restrictive Legend and such other restrictive legends as applicable, until may be required by Artisan. Axxxxxx may advise the Restricted Shares become Vested Shares. In the Participant’s discretion registrar and subject transfer agent to the consent place a stop order against any legended shares of the Company, the Participant may direct that the Company issue the Restricted Shares to a revocable living trust established for the exclusive benefit of the Participant or the Participant and his or her spouse, provided that the Participant shall remain responsible for the satisfaction of all duties and obligations under the Award and under the Plan, including tax obligationsCommon Stock. (b) In Upon the event that the Participant forfeits any vesting of the Restricted SharesShares in accordance with this Agreement, the Company shall cancel the issuance on its stock records andArtisan will deliver, if applicableor cause to be delivered, the Share Custodian shall promptly deliver the share certificate(s) representing the forfeited evidence of ownership of shares of Common Stock to the CompanyGrantee not bearing or otherwise subject to the Restrictive Legend (but still bearing and/or subject to any other legends that may be required by Artisan). (c) Participant hereby irrevocably appoints Artisan may reasonably postpone the Share Custodian, and any successor thereto, as the true and lawful attorney-in-fact of Participant with full power and authority to execute any stock transfer power or other instrument necessary to transfer any Restricted Shares to the Company in accordance with this Award, in the name, place, and stead of the Participant, by completing an irrevocable stock power in favor of the Share Custodian in the form attached hereto as Exhibit 1. The term of such appointment shall commence on the Grant Date of this Award and shall continue until the last issuance of the Restricted Shares are delivered to and/or the Participant as Vested Shares delivery of certificates or are returned to the Company as forfeited Restricted Shares. (d) In the event the number other evidence of shares of Common Stock is increased or reduced as a result of a subdivision or combination of shares of Common Stock or until it receives satisfactory proof that the payment of a stock dividend or issuance and delivery will not violate any other increase or decrease in the number of shares of Common Stock or other transaction such as a merger, reorganization or other change in the capital structure of the Company, the Participant agrees that any certificate representing shares of Common Stock or other securities of the Company issued as a result of any of the foregoing shall be delivered to the Share Custodian or recorded in book entry form, as applicable, and shall be subject to all of the provisions of this Award as if initially granted hereunderthe Securities Act or the Exchange Act, any rules or regulations of the Securities and Exchange Commission (“SEC”) promulgated thereunder, or the requirements of applicable state law relating to authorization, issuance or sale of securities, or until there has been compliance with the provisions of such acts or rules; provided that the delivery shall be made at the earliest date at which Artisan reasonably anticipates that it will not cause such violation. The Grantee understands that Artisan is under no obligation to register or qualify the Restricted Shares with the SEC, any state securities commission or any stock exchange to effect such compliance.

Issuance of Restricted Shares. (a) The Company shall issue the Restricted Shares as of the Grant Date in one or more of the manners either manner described below, as determined by the Company, Committee in its sole discretion: (i) by the issuance of share certificate(s) evidencing Restricted Shares to the Secretary of the Company or such other agent of the Company as may be designated by the Company or the Secretary Committee (the “Share Custodian”); or (ii) by documenting the issuance in uncertificated uncertifcated or book entry form on the Company’s stock records. Evidence of the Restricted Shares either in the form of share certificate(s) or book entry, as the case may be, shall be held by the Company or Share Custodian or the CompanyCustodian, as applicable, until the Restricted Shares become Vested Shares. In Shares in accordance with the Participant’s discretion and subject to the consent of the Company, the Participant may direct that the Company issue the Restricted Shares to a revocable living trust established for the exclusive benefit of the Participant or the Participant and his or her spouse, provided that the Participant shall remain responsible for the satisfaction of all duties and obligations under the Award and under the Plan, including tax obligationsVesting Schedule. (b) If the Employee is determined by the Committee to be an “affiliate” of the Company (for purposes of this Section 2), as such term is defined in Rule 144 (“Rule 144”) under the Securities Act of 1933, as amended (the “Securities Act”), the Restricted Shares (and the Vested Shares resulting therefrom) shall be evidenced only by physical share certificates. (c) When the Restricted Shares become Vested Shares, the Company or the Share Custodian, as the case may be, shall deliver the Vested Shares to the Employee or, at the Company’s election, to a broker designated by the Company (the “Designated Broker”) by either physical delivery of the share certificate(s) or book entry transfer, as applicable, for the benefit of an account established in the name of the Employee, in either case, after, to the extent applicable, payment by the Employee of the tax withholding obligations pursuant to Section 1(a) and/or reduced by any Vested Shares withheld and returned to the Company pursuant to Section 1(b) above or delivered to a broker, dealer or other “creditor” as contemplated by Section 1(c) above (such reduced number of Vested Shares are referred to in this Section 2(c) as the “Net Vested Shares”). If the number of Restricted Shares that become Vested Shares in any given year includes a fraction of a share, the whole share attributable to such fraction of a share shall remain a Restricted Share until the whole share fully vests. At any time after receipt by the Designated Broker, the Employee may require that the Designated Broker deliver the Net Vested Shares to the Employee pursuant to such arrangements or agreements as may exist between the Designated Broker and the Employee. (d) In the event that the Participant Employee forfeits any of the Restricted Shares, the Company shall cancel the issuance on its stock records and, if applicable, the Share Custodian shall promptly deliver the share certificate(s) representing the forfeited shares to the Company. (ce) Participant Employee hereby irrevocably appoints the Share Custodian, and any successor thereto, as the true and lawful attorney-in-fact of Participant Employee with full power and authority to execute any stock transfer power or other instrument necessary to transfer any Restricted Shares to the Company in accordance with this Award, in the name, place, and stead of the Participant, by completing an irrevocable stock power in favor of the Share Custodian in the form attached hereto as Exhibit 1Employee. The term of such appointment shall commence on the Grant Date of this Award and shall continue until the last of the Restricted Shares are delivered to the Participant Employee as Vested Shares or are returned to the Company as forfeited Restricted SharesShares or as Vested Shares withheld and returned to the Company pursuant to Section 1(b), as provided by the applicable terms of this Award. (df) Until the Restricted Shares become Vested Shares, the Employee shall be entitled to all rights applicable to holders of shares of Common Stock including, without limitation, the right to vote such shares and to receive dividends or other distributions thereon as provided by Section 3, except as expressly provided in this Award. (g) In the event the number of shares of Common Stock is increased or reduced as a result of a subdivision or combination of shares of Common Stock or the payment of a stock dividend or any other increase or decrease in the number of shares of Common Stock or other transaction such as a merger, reorganization or other change in the capital structure of the Company, the Participant Employee agrees that any certificate representing shares of Common Stock or other securities of the Company issued as a result of any of the foregoing shall be delivered to the Share Custodian or recorded in book entry form, as applicable, and shall be subject to all of the provisions of this Award as if initially granted hereunder.

Issuance of Restricted Shares. (a) The Securities Purchase Agreement contemplates that “Equity Consideration” consisting of shares of the common stock, par value $0.01 per share, of the Company, will be issued to the Recipient as of the Closing Date (the date of such issuance, the “Date of Issuance”) , upon and subject to the terms and conditions of this Agreement and the Securities Purchase Agreement and in consideration for the Recipient’s obligations to perform certain consulting services for the Company under and pursuant to that certain Consulting Agreement (“Consulting Agreement”), dated as of the date hereof, between Recipient and the Company. Any and all of such shares, when issued pursuant to the Securities Purchase Agreement, shall issue automatically be subject to the restrictions provided for in this Agreement and are referred to collectively as the “Restricted Shares” and each as a “Restricted Share.” Recipient and the Company acknowledge that (1) this Agreement will be binding immediately upon its execution, but, notwithstanding any provision of this Agreement to the contrary, this Agreement will not be effective or operative until the Closing Date (except for Section 2, which shall be effective immediately) and (2) if the Securities Purchase Agreement is terminated prior to the Closing for any reason whatsoever, Recipient shall have no right to any Restricted Shares and this Agreement will not become effective and all of the terms and provisions of this Agreement shall be null and void. (b) The Restricted Shares will be evidenced by a book entry made in the records of the Company’s transfer agent in the name of Recipient (unless Recipient requests a certificate evidencing the Restricted Shares). All restrictions provided for in this Agreement will apply to each Restricted Share and to any other securities distributed with respect to that Restricted Share or for which such Restricted Share may be exchanged in connection with a Corporate Transaction as provided in Section 3(f)(1) of this Agreement. Unless otherwise expressly permitted by the Company, the Restricted Shares as may not (until such Restricted Shares have vested in Recipient in accordance with all terms and conditions of this Agreement) be assigned or transferred other than by will or the laws of descent and distribution and shall not be subject to pledge, hypothecation, execution, attachment or similar process. Each Restricted Share will remain restricted and subject to cancellation unless and until that Restricted Share has vested in Recipient in accordance with all of the Grant Date terms and conditions of this Agreement. Each book entry (or stock certificate if requested by Recipient) evidencing any Restricted Share shall contain such notations or legends and stock transfer instructions or limitations as specified in one Section 10 and as may be determined or more of the manners described below, as determined authorized by the CompanyCompany as provided therein. If a certificate evidencing any Restricted Share is requested by Recipient prior to vesting of such Restricted Shares, the Company _____________________________________________________________________________________________________________________ may, in its sole discretion: (i) by the issuance of share certificate(s) evidencing Restricted Shares to the Secretary , retain custody of the Company or such other agent of the Company as may be designated by the Company or the Secretary (the “Share Custodian”); or (ii) by documenting the issuance in uncertificated or book entry form on the Company’s stock records. Evidence of the Restricted Shares either in the form of share certificate(s) or book entrycertificate until vesting and require, as the case may bea condition to issuing a certificate prior to vesting, shall be held by the Share Custodian or the Company, as applicable, until the Restricted Shares become Vested Shares. In the Participant’s discretion and subject to the consent of the Company, the Participant may direct that the Company issue the Restricted Shares to a revocable living trust established for the exclusive benefit of the Participant or the Participant and his or her spouse, provided that the Participant shall remain responsible for the satisfaction of all duties and obligations under the Award and under the Plan, including tax obligations. (b) In the event that the Participant forfeits any of the Restricted Shares, the Company shall cancel the issuance on its stock records and, if applicable, the Share Custodian shall promptly deliver the share certificate(s) representing the forfeited shares to the Company. (c) Participant hereby irrevocably appoints the Share Custodian, and any successor thereto, as the true and lawful attorney-in-fact of Participant with full power and authority to execute any stock transfer power or other instrument necessary to transfer any Restricted Shares Recipient tender to the Company in accordance with this Award, in the name, place, and stead of the Participant, by completing an irrevocable a stock power duly executed in favor of the Share Custodian in the form attached hereto as Exhibit 1. The term of blank relating to such appointment shall commence on the Grant Date of this Award and shall continue until the last of the Restricted Shares are delivered to the Participant as Vested Shares or are returned to the Company as forfeited Restricted Sharescustody. (d) In the event the number of shares of Common Stock is increased or reduced as a result of a subdivision or combination of shares of Common Stock or the payment of a stock dividend or any other increase or decrease in the number of shares of Common Stock or other transaction such as a merger, reorganization or other change in the capital structure of the Company, the Participant agrees that any certificate representing shares of Common Stock or other securities of the Company issued as a result of any of the foregoing shall be delivered to the Share Custodian or recorded in book entry form, as applicable, and shall be subject to all of the provisions of this Award as if initially granted hereunder.

Issuance of Restricted Shares. (a) The Company shall issue the Restricted Shares as of the Grant Date in one or more of the manners either manner described below, as determined by the Company, Committee in its sole discretion: (i) by the issuance of share certificate(s) evidencing Restricted Shares to the Secretary of the Company or such other agent of the Company as may be designated by the Company Committee or the Secretary (the “Share Custodian”); or (ii) by documenting the issuance in uncertificated or book entry form on the Company’s stock records. Evidence of the Restricted Shares either in the form of share certificate(s) or book entry, as the case may be, shall be held by the Company or Share Custodian or the CompanyCustodian, as applicable, until the Restricted Shares become Vested Shares. In Shares in accordance with the Participant’s discretion Vesting Schedule. (b) If the shares of Common Stock are registered under the Securities Act of 1933, as amended (the “Securities Act”) and subject the Employee is determined by the Committee to the consent be an “affiliate” of the Company, as such term is defined in Rule 144 (“Rule 144”) under the Participant may direct that the Company issue Securities Act, the Restricted Shares to a revocable living trust established for (and the exclusive benefit of the Participant or the Participant and his or her spouse, provided that the Participant Vested Shares resulting therefrom) shall remain responsible for the satisfaction of all duties and obligations under the Award and under the Plan, including tax obligationsbe evidenced only by physical share certificates. (bc) When the Restricted Shares become Vested Shares, the Company or the Share Custodian, as the case may be, shall deliver the Vested Shares to the Employee or, at the Company’s election, to a broker designated by the Company (the “Designated Broker”) by either physical delivery of the share certificate(s) or book entry transfer, as applicable, for the benefit of an account established in the name of the Employee, in either case, after, to the extent applicable, payment by the Employee of the tax withholding obligations pursuant to Section 4(a) and/or reduced by any Vested Shares withheld and returned to the Company pursuant to Section 4(b) above or delivered to a broker, dealer or other “creditor” as contemplated by Section 4(c) above (such reduced number of Vested Shares are referred to in this Section 5(c) as the “Net Vested Shares”). If the number of Vested Shares includes a fraction of a share, neither the Company nor the Share Custodian shall be required to deliver the fractional share to the Employee, and the Company shall pay the Employee the amount determined by the Company to be the estimated fair market value therefor. At any time after receipt by the Designated Broker, the Employee may require that the Designated Broker deliver the Net Vested Shares to the Employee pursuant to such arrangements or agreements as may exist between the Designated Broker and the Employee. (d) In the event that the Participant Employee forfeits any of the Restricted Shares, the Company shall cancel the issuance on its stock records and, if applicable, the Share Custodian shall promptly deliver the share certificate(s) representing the forfeited shares to the Company. (ce) Participant Employee hereby irrevocably appoints the Share Custodian, and any successor thereto, as the true and lawful attorney-in-fact of Participant Employee with full power and authority to execute any stock transfer power or other instrument necessary to transfer any Restricted Shares to the Company in accordance with this Award, in the name, place, and stead of the Participant, by completing an irrevocable stock power in favor of the Share Custodian in the form attached hereto as Exhibit 1Employee. The term of such appointment shall commence on the Grant Date of this Award and shall continue until the last of the Restricted Shares are delivered to the Participant Employee as Vested Shares or are returned to the Company as forfeited Restricted SharesShares or as Vested Shares withheld and returned to the Company pursuant to Section 4(b), as provided by the applicable terms of this Award. (df) Until the Restricted Shares become Vested Shares, the Employee shall be entitled to all rights applicable to holders of shares of Common Stock including, without limitation, the right to vote such shares and to receive dividends or other distributions thereon as provided by Section 6, except as otherwise expressly provided in this Award. (g) In the event the number of shares of Common Stock is increased or reduced as a result of a subdivision or combination of shares of Common Stock or the payment of a stock dividend or any other increase or decrease in the number of shares of Common Stock or other transaction such as a merger, reorganization or other change in the capital structure of the Company, the Participant Employee agrees that any certificate representing shares of Common Stock or other securities of the Company issued as a result of any of the foregoing shall be delivered to the Share Custodian or recorded in book entry form, as applicable, and shall be subject to all of the provisions of this Award as if initially granted hereunder.

Issuance of Restricted Shares. (a) The Company shall issue the a. Time-Based Restricted Shares as of the Grant Date shall be held in one or more of the manners described below, as determined by the Company, in its sole discretion: (i) by the issuance of share certificate(s) evidencing Restricted Shares to the Secretary of the Company or such other agent of the Company as may be designated by the Company or the Secretary (the “Share Custodian”); or (ii) by documenting the issuance in uncertificated or book entry form on the Companybooks of Cass’s stock records. Evidence of the Restricted Shares either in the form of share certificate(sdepository (or another institution specified by Cass) or book entry, as the case may be, shall be held by the Share Custodian or the Company, as applicable, until the Restricted Shares become Vested Shares. In the Participant’s discretion and subject to the consent restrictions of this Award Agreement until such time the CompanyShares have Vested, as explained in Section 2.a. or vest as a result of your death, Total Disability or a Change in Control, as explained in Section 4.a. As soon as practicable following the Participant may direct lapse of restriction provisions and subsequent Vesting of Shares Cass shall give transfer instructions to the institution holding the Shares in book entry form so that the Company issue the Restricted Shares are transferred to a revocable living trust established for the exclusive benefit of the Participant you or the Participant and his or her spouse, provided that the Participant shall remain responsible for the satisfaction of all duties and obligations under the Award and under the Plan, including tax obligations. (b) In the event that the Participant forfeits any of the Restricted Shares, the Company shall cancel the issuance on its stock records andyour designated beneficiary, if applicable, without restriction. You hereby (i) acknowledge that Shares may be held in book entry form on the Share Custodian shall promptly deliver books of Cass’s depository (or another institution specified by Cass), (ii) irrevocably authorize Cass to take such actions as may be necessary or appropriate to effect a transfer or cancellation of the share certificate(s) representing the record ownership of any such Unvested Shares that are forfeited shares to the Company. (c) Participant hereby irrevocably appoints the Share Custodian, and any successor thereto, as the true and lawful attorney-in-fact of Participant with full power and authority to execute any stock transfer power or other instrument necessary to transfer any Restricted Shares to the Company in accordance with this AwardAward Agreement, (iii) agree to take such other actions as Cass may reasonably request to accomplish the forfeiture of any Unvested Shares that are forfeited under this Award Agreement, and (iv) authorize Cass to cause such Shares to be cancelled or transferred in the name, place, and stead of event they are forfeited pursuant to this Award Agreement. For the Participant, by completing an irrevocable stock power in favor of the Share Custodian in the form attached hereto as Exhibit 1. The term of such appointment shall commence on the Grant Date purposes of this Award and Agreement, unvested shares shall continue until mean these shares which were not yet vested pursuant to the last terms of the this Award Agreement. b. Performance-Based Restricted Shares are delivered shall not be issued until such time the Performance Period has ended and the Board of Directors have certified the performance results and approved the issuance of shares earned, as described in Section 2.b (2.b.i) – (2.b.v). As soon as practicable following the certification of results, lapse of restrictions and subsequent vesting of Shares, Cass shall provide instructions to the Participant as Vested Shares or are returned to the Company as forfeited Restricted Shares. depository institution (d) In the event the number of shares of Common Stock is increased or reduced as a result of a subdivision or combination of shares of Common Stock or the payment of a stock dividend or any other increase or decrease in the number of shares of Common Stock or other transaction such as a merger, reorganization or other change in the capital structure of the Company, the Participant agrees that any certificate representing shares of Common Stock or other securities of the Company issued as a result of any of the foregoing shall be delivered institution specified by Cass) to the Share Custodian or recorded issue to recipient Shares earned in book entry formform without restriction. The delivery of Shares in the event of a Death, as applicable, and shall be subject to all Total Disability or a Change of the provisions of this Award as if initially granted hereunderControl is set forth in Section 4 below.

Issuance of Restricted Shares. (a) The Company shall issue cause the Restricted Shares as to be issued in the name of the Grant Date in one or more of the manners described below, as determined Participant by the Company, in its sole discretion: (i) by the issuance of share certificate(s) a stock certificate or certificates evidencing the Restricted Shares. Until the Restricted Shares shall vest pursuant to this Agreement, the Restricted Shares shall be issued in certificate form and the certificate or certificates shall be held by the Secretary of the Company or such other the stock transfer agent or brokerage service selected by the Secretary of the Company as may to provide such services for the Plan, and such Restricted Shares shall be designated restricted from transfer and shall be subject to an appropriate stop-transfer order. Such certificate(s) shall bear an appropriate legend referring to the restrictions applicable to the Restricted Shares. Participant hereby agrees to such retention by the Company or of the Secretary (certificate(s) and further agrees to execute and deliver to the “Share Custodian”); or (ii) by documenting the issuance in uncertificated or book entry form on the Company’s Company a blank stock records. Evidence of power with respect to the Restricted Shares either as a condition to the receipt of this award of Restricted Shares. After any Restricted Shares vest pursuant to Section 2(b) or Section 4 hereof, and following payment of the applicable withholding taxes pursuant to Section 7 of this Agreement, the Company shall promptly cause to be issued a certificate or certificates, registered in the form name of share certificate(s) Participant or book entryin the name of Participant's legal representatives, beneficiaries or heirs, as the case may be, shall be held by evidencing the Share Custodian or the Company, as applicable, until the vested whole Restricted Shares become Vested (which, for certainty shall, upon vesting, be Common Shares. In the Participant’s discretion ), less any shares withheld to pay withholding taxes, and subject shall cause such certificate or certificates to the consent of the Company, the Participant may direct that the Company issue the Restricted Shares be delivered to a revocable living trust established for the exclusive benefit of the Participant or the Participant and his Participant's legal representatives, beneficiaries or her spouse, provided that the Participant shall remain responsible for the satisfaction of all duties and obligations under the Award and under the Plan, including tax obligations. (b) In the event that the Participant forfeits any of the Restricted Shares, the Company shall cancel the issuance on its stock records and, if applicable, the Share Custodian shall promptly deliver the share certificate(s) representing the forfeited shares to the Company. (c) Participant hereby irrevocably appoints the Share Custodian, and any successor theretoheirs, as the true and lawful attorneycase may be, free of the legend or the stop-in-fact of Participant transfer order referenced above. No fractional Common Shares shall be issued in connection with full power and authority to execute any stock transfer power or other instrument necessary to transfer any Restricted Shares to the Company in accordance with this Award, in the name, placeforegoing, and stead in lieu thereof, the value of any fractional Common Shares shall be paid in cash at the Participant, by completing an irrevocable stock power in favor of time certificate(s) evidencing the Share Custodian in the form attached hereto as Exhibit 1. The term of such appointment shall commence on the Grant Date of this Award and shall continue until the last of the Restricted Common Shares are delivered to the Participant as Vested Shares or are returned to the Company as forfeited Restricted SharesParticipant. (d) In the event the number of shares of Common Stock is increased or reduced as a result of a subdivision or combination of shares of Common Stock or the payment of a stock dividend or any other increase or decrease in the number of shares of Common Stock or other transaction such as a merger, reorganization or other change in the capital structure of the Company, the Participant agrees that any certificate representing shares of Common Stock or other securities of the Company issued as a result of any of the foregoing shall be delivered to the Share Custodian or recorded in book entry form, as applicable, and shall be subject to all of the provisions of this Award as if initially granted hereunder.

Issuance of Restricted Shares. (a) The Company shall issue the Restricted Shares as of the Grant Date in one or more of the manners either manner described below, as determined by the Company, Committee in its sole discretion: (i) by the issuance of share certificate(s) evidencing Restricted Shares to the Secretary of the Company or such other agent of the Company as may be designated by the Company Committee or the Secretary (the “Share Custodian”); or (ii) by documenting the issuance in uncertificated or book entry form on the Company’s stock records. Evidence of the Restricted Shares either in the form of share certificate(s) or book entry, as the case may be, shall be held by the Company or Share Custodian or the CompanyCustodian, as applicable, until the Restricted Shares become Vested Shares. In Shares in accordance with the Participant’s discretion and subject to the consent of the Company, the Participant may direct that the Company issue the Restricted Shares to a revocable living trust established for the exclusive benefit of the Participant or the Participant and his or her spouse, provided that the Participant shall remain responsible for the satisfaction of all duties and obligations under the Award and under the Plan, including tax obligationsVesting Schedule. (b) When the Net Restricted Shares become Vested Shares, the Company or the Share Custodian, as the case may be, shall deliver the Vested Shares to the Employee or, at the Company’s election, to a broker designated by the Company (the “Designated Broker”) by either physical delivery of the share certificate(s) or book entry transfer, as applicable, for the benefit of an account established in the name of the Employee, in either case, after, to the extent applicable, payment by the Employee of the tax withholding obligations pursuant to Section 1(a) and/or reduced by any Vested Shares withheld and returned to the Company pursuant to Section 1(b) above or delivered to a broker, dealer or other “creditor” as contemplated by Section 1(c) above (such reduced number of Vested Shares are referred to in this Section 2(b) as the “Net Vested Shares”). If the number of Vested Shares includes a fraction of a share, neither the Company nor the Share Custodian shall be required to deliver the fractional share to the Employee, and the number of Vested Shares shall be rounded down to the next nearest whole number. At any time after receipt by the Designated Broker, the Employee may require that the Designated Broker deliver the Net Vested Shares to the Employee pursuant to such arrangements or agreements as may exist between the Designated Broker and the Employee. (c) In the event that the Participant Employee forfeits any of the Restricted Shares, the Company shall cancel the issuance on its stock records and, if applicable, the Share Custodian shall promptly deliver the share certificate(s) representing the forfeited shares to the Company. (cd) Participant Employee hereby irrevocably appoints the Share Custodian, and any successor thereto, as the true and lawful attorney-in-fact of Participant Employee with full power and authority to execute any stock transfer power or other instrument necessary to transfer any Restricted Shares to the Company in accordance with this Award, in the name, place, and stead of the Participant, by completing an irrevocable stock power in favor of the Share Custodian in the form attached hereto as Exhibit 1Employee. The term of such appointment shall commence on the Grant Date of this Award and shall continue until the last of the Restricted Shares are delivered to the Participant Employee as Net Vested Shares or are returned to the Company as forfeited Restricted SharesShares or as Vested Shares withheld and returned to the Company pursuant to Section 1(b), as provided by the applicable terms of this Award. (de) Unless and until the Restricted Shares are forfeited, the Employee shall be entitled to all rights respecting the Restricted Shares applicable to holders of shares of Common Stock generally, including, without limitation, the right to vote such shares and to receive dividends or other distributions thereon as provided by Section 3, except as expressly provided in this Award. (f) In the event the number of shares of Common Stock is increased or reduced as a result of a subdivision or combination of shares of Common Stock or the payment of a stock dividend or any other increase or decrease in the number of shares of Common Stock or other transaction such as a merger, reorganization or other change in the capital structure of the Company, the Participant Employee agrees that any certificate representing shares of Common Stock or other securities of the Company issued as a result of any of the foregoing shall be delivered to the Share Custodian or recorded in book entry form, as applicable, and shall be subject to all of the provisions of this Award as if initially granted hereunder.

Issuance of Restricted Shares. (a) The Company shall issue cause the Restricted Shares as to be issued in the name of the Grant Date in one Employee, either by book-entry registration or more of the manners described below, as determined by the Company, in its sole discretion: (i) by the issuance of share certificate(s) a stock certificate or certificates evidencing the Restricted Shares to Shares, which certificate or certificates shall be held by the Secretary of the Company or such other the stock transfer agent or brokerage service selected by the Secretary of the Company as may to provide such services for the Plan. The Restricted Shares shall be designated restricted from transfer and shall be subject to an appropriate stop-transfer order. If any certificate is used, the certificate shall bear an appropriate legend referring to the restrictions applicable to the Restricted Shares. Employee hereby agrees to the retention by the Company or the Secretary (the “Share Custodian”); or (ii) by documenting the issuance in uncertificated or book entry form on the Company’s stock records. Evidence of the Restricted Shares either and, if a stock certificate is used, agrees to execute and deliver to the Company a blank stock power with respect to the Restricted Shares as a condition to the receipt of this award of Restricted Shares. After any Restricted Shares vest pursuant to Section 2 or Section 5 hereof, and following payment of the applicable withholding taxes pursuant to Section 6(b) of this Agreement, the Company shall promptly cause to be issued a certificate or certificates, registered in the form name of share certificate(s) Employee or book entryin the name of Employee’s legal representatives, beneficiaries or heirs, as the case may be, shall be held by the Share Custodian or the Company, as applicable, until the evidencing such vested whole Restricted Shares become Vested Shares. In the Participant’s discretion and subject to the consent of the Company, the Participant may direct that the Company issue the (less any Restricted Shares withheld to a revocable living trust established for the exclusive benefit of the Participant pay withholding taxes) and shall cause such certificate or the Participant and his certificates to be delivered to Employee or her spouseEmployee’s legal representatives, provided that the Participant shall remain responsible for the satisfaction of all duties and obligations under the Award and under the Plan, including tax obligations. (b) In the event that the Participant forfeits any of the Restricted Shares, the Company shall cancel the issuance on its stock records and, if applicable, the Share Custodian shall promptly deliver the share certificate(s) representing the forfeited shares to the Company. (c) Participant hereby irrevocably appoints the Share Custodian, and any successor theretobeneficiaries or heirs, as the true and lawful attorneycase may be, free of the legend or the stop-in-fact transfer order referenced above. The value of Participant with full power and authority to execute any stock transfer power or other instrument necessary to transfer any fractional Restricted Shares to shall be paid in cash at the Company in accordance with this Award, in the name, place, and stead of the Participant, by completing an irrevocable stock power in favor of the Share Custodian in the form attached hereto as Exhibit 1. The term of such appointment shall commence on the Grant Date of this Award and shall continue until the last of time certificates evidencing the Restricted Shares are delivered to the Participant as Vested Shares or are returned to the Company as forfeited Restricted SharesEmployee. (d) In the event the number of shares of Common Stock is increased or reduced as a result of a subdivision or combination of shares of Common Stock or the payment of a stock dividend or any other increase or decrease in the number of shares of Common Stock or other transaction such as a merger, reorganization or other change in the capital structure of the Company, the Participant agrees that any certificate representing shares of Common Stock or other securities of the Company issued as a result of any of the foregoing shall be delivered to the Share Custodian or recorded in book entry form, as applicable, and shall be subject to all of the provisions of this Award as if initially granted hereunder.

Issuance of Restricted Shares. (a) The Company shall issue cause the Restricted Shares as to be issued in the name of the Grant Date in one Participant, either by book-entry registration or more of the manners described below, as determined by the Company, in its sole discretion: (i) by the issuance of share certificate(s) a stock certificate or certificates evidencing the Restricted Shares to Shares, which certificate or certificates shall be held by the Secretary of the Company or such other the stock transfer agent or brokerage service selected by the Secretary of the Company as may to provide such services for the Plan. The Restricted Shares shall be designated restricted from transfer and shall be subject to an appropriate stop-transfer order. If any certificate is used, the certificate shall bear an appropriate legend referring to the restrictions applicable to the Restricted Shares. Participant hereby agrees to the retention by the Company or the Secretary (the “Share Custodian”); or (ii) by documenting the issuance in uncertificated or book entry form on the Company’s stock records. Evidence of the Restricted Shares either and, if a stock certificate is used, agrees to execute and deliver to the Company a blank stock power with respect to the Restricted Shares as a condition to the receipt of this award of Restricted Shares. After any Restricted Shares vest pursuant to Section 2 or Section 5 hereof, and following payment of the applicable withholding taxes pursuant to Section 6(b) of this Agreement, the Company shall promptly cause to be issued a certificate or certificates, registered in the form name of share certificate(s) Participant or book entryin the name of Participant’s legal representatives, beneficiaries or heirs, as the case may be, shall be held by the Share Custodian or the Company, as applicable, until the evidencing such vested whole Restricted Shares become Vested Shares. In the (less any Restricted Shares withheld to pay withholding taxes) and shall cause such certificate or certificates to be delivered to Participant or Participant’s discretion and subject to the consent of the Companylegal representatives, the Participant may direct that the Company issue the Restricted Shares to a revocable living trust established for the exclusive benefit of the Participant beneficiaries or the Participant and his or her spouse, provided that the Participant shall remain responsible for the satisfaction of all duties and obligations under the Award and under the Plan, including tax obligations. (b) In the event that the Participant forfeits any of the Restricted Shares, the Company shall cancel the issuance on its stock records and, if applicable, the Share Custodian shall promptly deliver the share certificate(s) representing the forfeited shares to the Company. (c) Participant hereby irrevocably appoints the Share Custodian, and any successor theretoheirs, as the true and lawful attorneycase may be, free of the legend or the stop-in-fact transfer order referenced above. The value of Participant with full power and authority to execute any stock transfer power or other instrument necessary to transfer any fractional Restricted Shares to shall be paid in cash at the Company in accordance with this Award, in the name, place, and stead of the Participant, by completing an irrevocable stock power in favor of the Share Custodian in the form attached hereto as Exhibit 1. The term of such appointment shall commence on the Grant Date of this Award and shall continue until the last of time certificates evidencing the Restricted Shares are delivered to the Participant as Vested Shares or are returned to the Company as forfeited Restricted SharesParticipant. (d) In the event the number of shares of Common Stock is increased or reduced as a result of a subdivision or combination of shares of Common Stock or the payment of a stock dividend or any other increase or decrease in the number of shares of Common Stock or other transaction such as a merger, reorganization or other change in the capital structure of the Company, the Participant agrees that any certificate representing shares of Common Stock or other securities of the Company issued as a result of any of the foregoing shall be delivered to the Share Custodian or recorded in book entry form, as applicable, and shall be subject to all of the provisions of this Award as if initially granted hereunder.

Issuance of Restricted Shares. As consideration for agreeing to the ----------------------------- foregoing covenants and restrictions, promptly following the Executive's execution and delivery of this Agreement, there shall be registered in the Executive's name on the books of DQE 200 shares of DQE Common Stock (the "Shares"), subject to the terms and conditions hereinafter set forth. (a) The Company shall issue the Restricted Shares as of the Grant Date in one or more of the manners described below, as determined by the Company, in its sole discretion: (i) by the issuance of share certificate(s) evidencing Restricted Shares to the Secretary of the Company or such other agent of the Company as may will be designated by the Company or the Secretary (the “Share Custodian”); or (ii) by documenting the issuance in uncertificated or book entry form on the Company’s stock records. Evidence of the Restricted Shares either in the form of share certificate(s) or book entry, as the case may be, shall be held by the Share Custodian or the Company, as applicable, until the Restricted Shares become Vested Shares. In the Participant’s discretion and subject to the consent transferability restriction described in subsection (c) below. The stock certificate representing the Shares will be delivered to the Executive as soon as practicable following the date of issuance and will bear the following legend: The transferability of this certificate and the shares of stock represented hereby is subject to the terms and conditions of an Agreement entered into by and among the registered owner and DQE, Inc. and Duquesne Light Company. Copies of such Agreement are on file at 000 Xxxxxxx Xxxxxx, the Participant may direct that the Company issue the Restricted Shares to a revocable living trust established for the exclusive benefit of the Participant or the Participant and his or her spouseP. O. Xxx 0000, provided that the Participant shall remain responsible for the satisfaction of all duties and obligations under the Award and under the PlanXxxxxxxxxx, including tax obligationsXxxxxxxxxxxx 00000-0000. (b) In As soon as practicable after the event that the Participant forfeits any expiration of the Restricted Sharestransferability restriction set forth in subsection (c) below, the Company shall cancel the issuance on its stock records and, if applicable, the Share Custodian shall promptly Employers will deliver the share certificate(s) representing the forfeited shares to the CompanyExecutive one or more stock certificates for the appropriate number of shares of DQE Common Stock, free of all such restrictions, except for any restrictions that may be imposed by law. (c) Participant hereby irrevocably appoints the Share Custodian, and any successor thereto, as the true and lawful attorney-in-fact of Participant with full power and authority to execute any stock transfer power or other instrument necessary to transfer any Restricted Shares Prior to the Company in accordance with first anniversary of the date of this AwardAgreement, none of the Shares may be assigned, transferred (other than by will or the laws of descent and distribution), pledged, sold or otherwise disposed of by the Executive. Any attempt to dispose of Shares or any interest in the name, place, and stead of the Participant, by completing an irrevocable stock power Shares in favor of the Share Custodian in the form attached hereto as Exhibit 1. The term of such appointment shall commence on the Grant Date violation of this Award restriction will be null, void and shall continue until the last of the Restricted Shares are delivered to the Participant as Vested Shares or are returned to the Company as forfeited Restricted Sharesineffective. (d) In As promptly as practicable after the event date hereof, the number Employers shall make a cash payment to the Executive in an amount sufficient such that, after the application of shares all federal, state and local taxes to such payment, the Executive shall retain a sufficient amount to pay the Executive's entire federal, state and local taxes on the Shares. The Employers shall be entitled to withhold from such cash payment the amount of Common Stock is increased or reduced as a result of a subdivision or combination of shares of Common Stock or the payment of a stock dividend or any other increase or decrease in the number of shares of Common Stock all withholding or other transaction such as a merger, reorganization taxes required by law to be withheld or other change in paid by the capital structure of the Company, the Participant agrees that any certificate representing shares of Common Stock or other securities of the Company issued as a result of any of the foregoing shall be delivered Employers with respect to the Share Custodian or recorded in book entry form, as applicable, and shall be subject to all of income recognized by the provisions of this Award as if initially granted Executive hereunder.

Issuance of Restricted Shares. As consideration for agreeing to the ----------------------------- foregoing covenants and restrictions, promptly following the Executive's execution and delivery of this Agreement, there shall be registered in the Executive's name on the books of DQE 200 shares of DQE Common Stock (the "Shares"), subject to the terms and conditions hereinafter set forth. (a) The Company shall issue the Restricted Shares as of the Grant Date in one or more of the manners described below, as determined by the Company, in its sole discretion: (i) by the issuance of share certificate(s) evidencing Restricted Shares to the Secretary of the Company or such other agent of the Company as may will be designated by the Company or the Secretary (the “Share Custodian”); or (ii) by documenting the issuance in uncertificated or book entry form on the Company’s stock records. Evidence of the Restricted Shares either in the form of share certificate(s) or book entry, as the case may be, shall be held by the Share Custodian or the Company, as applicable, until the Restricted Shares become Vested Shares. In the Participant’s discretion and subject to the consent transferability restriction described in subsection (c) below. The stock certificate representing the Shares will be delivered to the Executive as soon as practicable following the date of issuance and will bear the following legend: The transferability of this certificate and the shares of stock represented hereby is subject to the terms and conditions of an Agreement entered into by and among the registered owner and Duquesne Light Company. Copies of such Agreement are on file at 000 Xxxxxxx Xxxxxx, the Participant may direct that the Company issue the Restricted Shares to a revocable living trust established for the exclusive benefit of the Participant or the Participant and his or her spouseX.X. Xxx 0000, provided that the Participant shall remain responsible for the satisfaction of all duties and obligations under the Award and under the PlanXxxxxxxxxx, including tax obligationsXxxxxxxxxxxx 00000-0000. (b) In As soon as practicable after the event that the Participant forfeits any expiration of the Restricted Sharestransferability restriction set forth in subsection (c) below, the Company shall cancel the issuance on its stock records and, if applicable, the Share Custodian shall promptly will deliver the share certificate(s) representing the forfeited shares to the CompanyExecutive one or more stock certificates for the appropriate number of shares of DQE Common Stock, free of all such restrictions, except for any restrictions that may be imposed by law. (c) Participant hereby irrevocably appoints the Share Custodian, and any successor thereto, as the true and lawful attorney-in-fact of Participant with full power and authority to execute any stock transfer power or other instrument necessary to transfer any Restricted Shares Prior to the Company in accordance with first anniversary of the date of this AwardAgreement, none of the Shares may be assigned, transferred (other than by will or the laws of descent and distribution), pledged, sold or otherwise disposed of by the Executive. Any attempt to dispose of Shares or any interest in the name, place, and stead of the Participant, by completing an irrevocable stock power Shares in favor of the Share Custodian in the form attached hereto as Exhibit 1. The term of such appointment shall commence on the Grant Date violation of this Award restriction will be null, void and shall continue until the last of the Restricted Shares are delivered to the Participant as Vested Shares or are returned to the Company as forfeited Restricted Sharesineffective. (d) In As promptly as practicable after the event date hereof, the number Company shall make a cash payment to the Executive in an amount sufficient such that, after the application of shares all federal, state and local taxes to such payment, the Executive shall retain a sufficient amount to pay the Executive's entire federal, state and local taxes on the Shares. The Company shall be entitled to withhold from such cash payment the amount of Common Stock is increased or reduced as a result of a subdivision or combination of shares of Common Stock or the payment of a stock dividend or any other increase or decrease in the number of shares of Common Stock all withholding or other transaction such as a merger, reorganization taxes required by law to be withheld or other change in the capital structure of the Company, the Participant agrees that any certificate representing shares of Common Stock or other securities of paid by the Company issued as a result of any of the foregoing shall be delivered with respect to the Share Custodian or recorded in book entry form, as applicable, and shall be subject to all of income recognized by the provisions of this Award as if initially granted hereunderExecutive hereunder .

Issuance of Restricted Shares. (a) The Company shall issue the Restricted Shares as of the Grant Date in one or more of the manners described below, as determined by the Company, in its sole discretion: (i) by the issuance of share certificate(s) evidencing Restricted Shares to the Secretary of the Company or such other agent of the Company as may be designated by the Company or the Secretary Committee (the “Share Custodian”); or (ii) by documenting the issuance in uncertificated or book entry form on the Company’s stock records. Evidence of the Restricted Shares either in the form of share certificate(s) or book entry, as the case may be, shall be held by the Company or Share Custodian or the CompanyCustodian, as applicable, until the Restricted Shares become Vested SharesShares in accordance with the Vesting Schedule. In the Participant’s discretion and subject to the consent The Director shall complete an irrevocable stock power in favor of the Company, Share Custodian in substantially the Participant may direct that form of Exhibit A attached hereto to effect the Company issue the Restricted Shares to a revocable living trust established for the exclusive benefit provisions of the Participant or the Participant and his or her spouse, provided that the Participant shall remain responsible for the satisfaction of all duties and obligations under the Award and under the Plan, including tax obligationsthis Section 1. (b) When the Restricted Shares become Vested Shares, the Company or the Share Custodian, as the case may be, shall deliver the Vested Shares by physical delivery of the share certificate(s) to a broker designated by the Company (the “Designated Broker”) for the benefit of an account established in the name of the Director. If the number of Vested Shares includes a fraction of a share, neither the Company nor the Share Custodian shall be required to deliver the fractional share to the Director, and the Company shall pay the Director the amount determined by the Company to be the estimated fair market value therefor. At any time after receipt by the Designated Bxxxxx, the Director may require that the Designated Bxxxxx deliver the Vested Shares to the Director pursuant to such arrangements or agreements as may exist between the Designated Broker and the Director. (c) In the event that the Participant Director forfeits any of the Restricted Shares, the Company shall cancel the issuance on its stock records and, if applicable, and the Share Custodian shall promptly deliver the share certificate(s) representing the forfeited shares to the Company. (cd) Participant Director hereby irrevocably appoints the Share Custodian, and any successor thereto, as the true and lawful attorney-in-fact of Participant Director with full power and authority to execute any stock transfer power or other instrument necessary to transfer any Restricted Shares to the Company in accordance with this Award, in the name, place, and stead of the Participant, by completing an irrevocable stock power in favor of the Share Custodian in the form attached hereto as Exhibit 1Director. The term of such appointment shall commence on the Grant Date of this Award and shall continue until the last of the Restricted Shares are delivered to the Participant Director as Vested Shares or are returned to the Company as forfeited Restricted SharesRestricted, Shares as provided by the applicable terms of this Award. (de) Until the Restricted Shares become Vested Shares, the Director shall be entitled to all rights applicable to holders of shares of Common Stock including, without limitation, the right to vote such shares and to receive dividends or other distributions thereon as provided by Section 2, except as expressly provided in this Award. (f) In the event the number of shares of Common Stock is increased or reduced as a result of a subdivision or combination of shares of Common Stock or the payment of a stock dividend or any other increase or decrease in the number of shares of Common Stock or other transaction such as a merger, reorganization or other change in the capital structure of the Company, the Participant Director agrees that any certificate representing shares of Common Stock or other securities of the Company issued as a result of any of the foregoing shall be delivered to the Share Custodian or recorded in book entry form, as applicable, and shall be subject to all of the provisions of this Award as if initially granted hereunder.

Issuance of Restricted Shares. (a) The Company shall issue the Restricted Shares as of the Grant Date in one or more of the manners either manner described below, as determined by the Company, Committee in its sole discretion: (i) by the issuance of share certificate(s) evidencing Restricted Shares to the Secretary of the Company or such other agent of the Company as may be designated by the Company or the Secretary Committee (the “Share Custodian”); or (ii) by documenting the issuance in uncertificated or book entry form on the Company’s stock records. Evidence of the Restricted Shares either in the form of share certificate(s) or book entry, as the case may be, shall be held by the Company or Share Custodian or the CompanyCustodian, as applicable, until the Restricted Shares become Vested SharesShares in accordance with the Vesting Schedule. In The Employee shall complete an irrevocable stock power in favor of the Participant’s discretion and subject Share Custodian in substantially the form of Exhibit A attached hereto to effect the consent provisions of this Section 2. (b) If the Employee is determined by the Committee to be an “affiliate” of the Company, as such term is defined in Rule 144 (“Rule 144”) under the Participant may direct that Securities Act of 1933, as amended (the Company issue “Securities Act”), the Restricted Shares to a revocable living trust established for (and the exclusive benefit of the Participant or the Participant and his or her spouse, provided that the Participant Vested Shares resulting therefrom) shall remain responsible for the satisfaction of all duties and obligations under the Award and under the Plan, including tax obligationsbe evidenced only by physical share certificates. (bc) When the Restricted Shares become Vested Shares, the Company or the Share Custodian, as the case may be, shall deliver the Vested Shares, by either physical delivery of the share certificate(s) or book entry transfer, as applicable, to a broker designated by the Company (the “Designated Broker”) for the benefit of an account established in the name of the Employee, after, to the extent applicable, payment by the Employee of the tax withholding obligations pursuant to Section 1(a) and reduced by any Vested Shares delivered to a broker, dealer or other “creditor” as contemplated by Section 1(b) above (such reduced number of Vested Shares are referred to in this Section 2(c) as the “Net Vested Shares”). If the number of Vested Shares includes a fraction of a share, neither the Company nor the Share Custodian shall be required to deliver the fractional share to the Employee, and the Company shall pay the Employee the amount determined by the Company to be the estimated fair market value therefor. At any time after receipt by the Designated Broker, the Employee may require that the Designated Broker deliver the Net Vested Shares to the Employee pursuant to such arrangements or agreements as may exist between the Designated Broker and the Employee. (d) In the event that the Participant Employee forfeits any of the Restricted Shares, the Company shall cancel the issuance on its stock records and, if applicable, the Share Custodian shall promptly deliver the share certificate(s) representing the forfeited shares to the Company. (ce) Participant Employee hereby irrevocably appoints the Share Custodian, and any successor thereto, as the true and lawful attorney-in-fact of Participant Employee with full power and authority to execute any stock transfer power or other instrument necessary to transfer any Restricted Shares to the Company in accordance with this Award, in the name, place, and stead of the Participant, by completing an irrevocable stock power in favor of the Share Custodian in the form attached hereto as Exhibit 1Employee. The term of such appointment shall commence on the Grant Date of this Award and shall continue until the last of the Restricted Shares are delivered to the Participant Employee as Vested Shares or are returned to the Company as forfeited Restricted Shares, as provided by the applicable terms of this Award. (df) Until the Restricted Shares become Vested Shares, the Employee shall be entitled to all rights applicable to holders of shares of Common Stock including, without limitation, the right to vote such shares and to receive dividends or other distributions, except as provided by Section 3 below. (g) In the event the number of shares of Common Stock is increased or reduced as a result of a subdivision or combination of shares of Common Stock or the payment of a stock dividend or any other increase or decrease in the number of shares of Common Stock or other transaction such as a merger, reorganization or other change in the capital structure of the Company, the Participant Employee agrees that any certificate representing shares of Common Stock or other securities of the Company issued as a result of any of the foregoing shall be delivered to the Share Custodian or recorded in book entry form, as applicable, and shall be subject to all of the provisions of this Award as if initially granted hereunder.

Issuance of Restricted Shares. (a) The Company shall issue the Restricted Shares as of the Grant Date in one or more of the manners either manner described below, as determined by the Company, Board of Directors in its sole discretion: (i) by the issuance of share certificate(s) evidencing Restricted Shares to the Secretary of the Company or such other agent of the Company as may be designated by the Company Board of Directors or the Secretary (the “Share Custodian”); or (ii) by documenting the issuance in uncertificated or book entry form on the Company’s stock records. Evidence of the Restricted Shares either in the form of share certificate(s) or book entry, as the case may be, shall be held by the Company or Share Custodian or the CompanyCustodian, as applicable, until the Restricted Shares become Vested Shares. In Shares in accordance with the Participant’s discretion and subject to the consent of the Company, the Participant may direct that the Company issue the Restricted Shares to a revocable living trust established for the exclusive benefit of the Participant or the Participant and his or her spouse, provided that the Participant shall remain responsible for the satisfaction of all duties and obligations under the Award and under the Plan, including tax obligationsVesting Schedule. (b) When the Restricted Shares become Vested Shares, the Company or the Share Custodian, as the case may be, shall deliver the Vested Shares to the Employee or, at the Company’s election, to a broker designated by the Company (the “Designated Broker”) by either physical delivery of the share certificate(s) or book entry transfer, as applicable, for the benefit of an account established in the name of the Employee, in either case, after, to the extent applicable, payment by the Employee of the tax withholding obligations pursuant to Section 1(a) and/or reduced by any Vested Shares withheld and returned to the Company pursuant to Section 1(b) above or delivered to a broker, dealer or other “creditor” as contemplated by Section 1(c) above (such reduced number of Vested Shares are referred to in this Section 2(b) as the “Net Vested Shares”). If the number of Vested Shares includes a fraction of a share, neither the Company nor the Share Custodian shall be required to deliver the fractional share to the Employee, and the Company shall pay the Employee the amount determined by the Company to be the estimated Fair Market Value therefor. At any time after receipt by the Designated Broker, the Employee may require that the Designated Broker deliver the Net Vested Shares to the Employee pursuant to such arrangements or agreements as may exist between the Designated Broker and the Employee. (c) In the event that the Participant Employee forfeits any of the Restricted Shares, the Company shall cancel the issuance on its stock records and, if applicable, the Share Custodian shall promptly deliver the share certificate(s) representing the forfeited shares to the Company. (cd) Participant Employee hereby irrevocably appoints the Share Custodian, and any successor thereto, as the true and lawful attorney-in-fact of Participant Employee with full power and authority to execute any stock transfer power or other instrument necessary to transfer any Restricted Shares to the Company in accordance with this Award, in the name, place, and stead of the Participant, by completing an irrevocable stock power in favor of the Share Custodian in the form attached hereto as Exhibit 1Employee. The term of such appointment shall commence on the Grant Date of this Award and shall continue until the last of the Restricted Shares are delivered to the Participant Employee as Net Vested Shares or are returned to the Company as forfeited Restricted SharesShares or as Vested Shares withheld and returned to the Company pursuant to Section 1(b), as provided by the applicable terms of this Award. (de) Unless and until the Restricted Shares become Vested Shares, the Employee shall be entitled to all rights applicable to holders of shares of Common Stock including, without limitation, the right to vote such shares and to receive dividends or other distributions thereon as provided by Section 3, except as otherwise expressly provided in this Award. (f) In the event the number of shares of Common Stock is increased or reduced as a result of a subdivision or combination of shares of Common Stock or the payment of a stock dividend or any other increase or decrease in the number of shares of Common Stock or other transaction such as a merger, reorganization or other change in the capital structure of the Company, the Participant Employee agrees that any certificate representing shares of Common Stock or other securities of the Company issued as a result of any of the foregoing shall be delivered to the Share Custodian or recorded in book entry form, as applicable, and shall be subject to all of the provisions of this Award as if initially granted hereunder.

Issuance of Restricted Shares. (a) The Company shall Artisan may, in its sole and absolute discretion and in accordance with the terms of the Plan and applicable state law, issue the Restricted Shares as in the form of the Grant Date in one or more of the manners described below, as determined uncertificated shares. Such uncertificated Restricted Shares shall be credited to a book entry account maintained by the Company, in its sole discretion: (i) by the issuance of share certificate(s) evidencing Restricted Shares to the Secretary of the Company or such other registrar and transfer agent of the Company Common Stock with the applicable restrictions on transferability imposed on such Restricted Shares by this Award Agreement (the “Restrictive Legend”) and such other restrictive legends as may be designated required by Artisan noted. If thereafter, certificates are issued with respect to the Company uncertificated Restricted Shares, such issuance and delivery of certificates shall be in accordance with the applicable terms of this Award Agreement and each certificate or the Secretary (the “Share Custodian”); or (ii) by documenting the issuance other evidence of ownership issued in uncertificated or book entry form on the Company’s stock records. Evidence respect of the Restricted Shares either will be deposited with Artisan, or its designee, together with, if requested by Artisan, a stock power or share transfer form executed in the form of share certificate(s) or book entry, as the case may be, shall be held blank by the Share Custodian or Grantee, and will bear the Company, Restrictive Legend and such other restrictive legends as applicable, until may be required by Artisan. Artisan may advise the Restricted Shares become Vested Shares. In the Participant’s discretion registrar and subject transfer agent to the consent place a stop order against any legended shares of the Company, the Participant may direct that the Company issue the Restricted Shares to a revocable living trust established for the exclusive benefit of the Participant or the Participant and his or her spouse, provided that the Participant shall remain responsible for the satisfaction of all duties and obligations under the Award and under the Plan, including tax obligationsCommon Stock. (b) In Upon the event that the Participant forfeits any vesting of the Restricted SharesShares in accordance with this Agreement, the Company shall cancel the issuance on its stock records andArtisan will deliver, if applicableor cause to be delivered, the Share Custodian shall promptly deliver the share certificate(s) representing the forfeited evidence of ownership of shares of Common Stock to the CompanyGrantee not bearing or otherwise subject to the Restrictive Legend (but still bearing and/or subject to any other legends that may be required by Artisan). (c) Participant hereby irrevocably appoints Artisan may reasonably postpone the Share Custodian, and any successor thereto, as the true and lawful attorney-in-fact of Participant with full power and authority to execute any stock transfer power or other instrument necessary to transfer any Restricted Shares to the Company in accordance with this Award, in the name, place, and stead of the Participant, by completing an irrevocable stock power in favor of the Share Custodian in the form attached hereto as Exhibit 1. The term of such appointment shall commence on the Grant Date of this Award and shall continue until the last issuance of the Restricted Shares are delivered to and/or the Participant as Vested Shares delivery of certificates or are returned to the Company as forfeited Restricted Shares. (d) In the event the number other evidence of shares of Common Stock is increased or reduced as a result of a subdivision or combination of shares of Common Stock or until it receives satisfactory proof that the payment of a stock dividend or issuance and delivery will not violate any other increase or decrease in the number of shares of Common Stock or other transaction such as a merger, reorganization or other change in the capital structure of the Company, the Participant agrees that any certificate representing shares of Common Stock or other securities of the Company issued as a result of any of the foregoing shall be delivered to the Share Custodian or recorded in book entry form, as applicable, and shall be subject to all of the provisions of this Award as if initially granted hereunder.the Securities Act or the Exchange Act, any rules or regulations of the Securities and Exchange Commission (“SEC”) promulgated thereunder, or the requirements of applicable state law relating to authorization, issuance or sale of securities, or until there has been compliance with the provisions of such acts or rules; provided that the delivery shall be made at the earliest date at which Artisan reasonably anticipates that it will not cause such violation. The Grantee understands that Artisan is under no obligation to register or qualify the Restricted Shares with the SEC, any state securities commission or any stock exchange to effect such compliance. [Name of Grantee] [Grant Date]

Issuance of Restricted Shares. (a) The Company shall issue the Restricted Shares as of the Grant Date in one or more of the manners either manner described below, as determined by the Company, Committee in its sole discretion: (i) by the issuance of share certificate(s) evidencing Restricted Shares to the Secretary of the Company or such other agent of the Company as may be designated by the Company Committee or the Secretary (the “Share Custodian”); or (ii) by documenting the issuance in uncertificated or book entry form on the Company’s stock records. Evidence of the Restricted Shares either in the form of share certificate(s) or book entry, as the case may be, shall be held by the Company or Share Custodian or the CompanyCustodian, as applicable, until prior to, and for a period of six (6) months after, the Restricted Shares become Vested Shares. In Shares in accordance with the Participant’s discretion and subject to the consent of the Company, the Participant may direct that the Company issue the Restricted Shares to a revocable living trust established for the exclusive benefit of the Participant or the Participant and his or her spouse, provided that the Participant shall remain responsible for the satisfaction of all duties and obligations under the Award and under the Plan, including tax obligationsVesting Schedule. (b) When the Vested Shares cease to be subject to the transfer restrictions under Section 4(b), the Company or the Share Custodian, as the case may be, shall deliver the Vested Shares to the Employee or, at the Company’s election, to a broker designated by the Company (the “Designated Broker”) by either physical delivery of the share certificate(s) or book entry transfer, as applicable, for the benefit of an account established in the name of the Employee, in either case, as previously reduced by any Vested Shares withheld and returned to the Company pursuant to Section 1(b) above or delivered to a broker, dealer or other “creditor” as contemplated by Section 1(c) above (such reduced number of Vested Shares are referred to in this Section 2(b) as the “Net Vested Shares”). If the number of Vested Shares includes a fraction of a share, neither the Company nor the Share Custodian shall be required to deliver the fractional share to the Employee, and the number of Vested Shares shall be rounded down to the next nearest whole number. At any time after receipt by the Designated Broker, the Employee may require that the Designated Broker deliver the Net Vested Shares to the Employee pursuant to such arrangements or agreements as may exist between the Designated Broker and the Employee. (c) In the event that the Participant Employee forfeits any of the Restricted Shares, the Company shall cancel the issuance on its stock records and, if applicable, the Share Custodian shall promptly deliver the share certificate(s) representing the forfeited shares to the Company. (cd) Participant Employee hereby irrevocably appoints the Share Custodian, and any successor thereto, as the true and lawful attorney-in-fact of Participant Employee with full power and authority to execute any stock transfer power or other instrument necessary to transfer any Restricted Shares to the Company in accordance with this Award, in the name, place, and stead of the Participant, by completing an irrevocable stock power in favor of the Share Custodian in the form attached hereto as Exhibit 1Employee. The term of such appointment shall commence on the Grant Date of this Award and shall continue until the last of the Restricted Shares are delivered to the Participant Employee as Net Vested Shares or are returned to the Company as forfeited Restricted SharesShares or as Vested Shares withheld and returned to the Company pursuant to Section 1(b), as provided by the applicable terms of this Award. (de) Unless and until the Restricted Shares are forfeited, the Employee shall be entitled to all rights respecting the Restricted Shares applicable to holders of shares of Common Stock generally, including, without limitation, the right to vote such shares and to receive dividends or other distributions thereon as provided by Section 3, except as expressly provided in this Award. (f) In the event the number of shares of Common Stock is increased or reduced as a result of a subdivision or combination of shares of Common Stock or the payment of a stock dividend or any other increase or decrease in the number of shares of Common Stock or other transaction such as a merger, reorganization or other change in the capital structure of the Company, the Participant Employee agrees that any certificate representing shares of Common Stock or other securities of the Company issued as a result of any of the foregoing shall be delivered to the Share Custodian or recorded in book entry form, as applicable, and shall be subject to all of the provisions of this Award as if initially granted hereunder.

Issuance of Restricted Shares. (a) The Company shall issue the Restricted Shares as of the Grant Date in one or more of the manners either manner described below, as determined by the Company, Committee in its sole discretion: (i) by the issuance of share certificate(s) evidencing Restricted Shares to the Secretary of the Company or such other agent of the Company as may be designated by the Company Committee or the Secretary (the “Share Custodian”); or (ii) by documenting the issuance in uncertificated or book entry form on the Company’s stock records. Evidence of the Restricted Shares either in the form of share certificate(s) or book entry, as the case may be, shall be held by the Company or Share Custodian or the CompanyCustodian, as applicable, until the Restricted Shares become Vested Shares. In Shares in accordance with the Participant’s discretion Vesting Schedule. (b) If the shares of Common Stock are registered under the Securities Act of 1933, as amended (the “Securities Act”) and subject the Employee is determined by the Committee to the consent be an “affiliate” of the Company, as such term is defined in Rule 144 (“Rule 144”) under the Participant may direct that the Company issue Securities Act, the Restricted Shares to a revocable living trust established for (and the exclusive benefit of the Participant or the Participant and his or her spouse, provided that the Participant Vested Shares resulting therefrom) shall remain responsible for the satisfaction of all duties and obligations under the Award and under the Plan, including tax obligationsbe evidenced only by physical share certificates. (bc) When the Restricted Shares become Vested Shares, the Company or the Share Custodian, as the case may be, shall deliver the Vested Shares to the Employee or, at the Company’s election, to a broker designated by the Company (the “Designated Broker”) by either physical delivery of the share certificate(s) or book entry transfer, as applicable, for the benefit of an account established in the name of the Employee, in either case, after, to the extent applicable, payment by the Employee of the tax withholding obligations pursuant to Section 1(a) and/or reduced by any Vested Shares withheld and returned to the Company pursuant to Section 1(b) above or delivered to a broker, dealer or other “creditor” as contemplated by Section 1(c) above (such reduced number of Vested Shares are referred to in this Section 2(c) as the “Net Vested Shares”). If the number of Vested Shares includes a fraction of a share, neither the Company nor the Share Custodian shall be required to deliver the fractional share to the Employee, and the Company shall pay the Employee the amount determined by the Company to be the estimated fair market value therefor. At any time after receipt by the Designated Broker, the Employee may require that the Designated Broker deliver the Net Vested Shares to the Employee pursuant to such arrangements or agreements as may exist between the Designated Broker and the Employee. (d) In the event that the Participant Employee forfeits any of the Restricted Shares, the Company shall cancel the issuance on its stock records and, if applicable, the Share Custodian shall promptly deliver the share certificate(s) representing the forfeited shares to the Company. (ce) Participant Employee hereby irrevocably appoints the Share Custodian, and any successor thereto, as the true and lawful attorney-in-fact of Participant Employee with full power and authority to execute any stock transfer power or other instrument necessary to transfer any Restricted Shares to the Company in accordance with this Award, in the name, place, and stead of the Participant, by completing an irrevocable stock power in favor of the Share Custodian in the form attached hereto as Exhibit 1Employee. The term of such appointment shall commence on the Grant Date of this Award and shall continue until the last of the Restricted Shares are delivered to the Participant Employee as Vested Shares or are returned to the Company as forfeited Restricted SharesShares or as Vested Shares withheld and returned to the Company pursuant to Section 1(b), as provided by the applicable terms of this Award. (df) Until the Restricted Shares become Vested Shares, the Employee shall be entitled to all rights applicable to holders of shares of Common Stock including, without limitation, the right to vote such shares and to receive dividends or other distributions thereon as provided by Section 3, except as otherwise expressly provided in this Award. (g) In the event the number of shares of Common Stock is increased or reduced as a result of a subdivision or combination of shares of Common Stock or the payment of a stock dividend or any other increase or decrease in the number of shares of Common Stock or other transaction such as a merger, reorganization or other change in the capital structure of the Company, the Participant Employee agrees that any certificate representing shares of Common Stock or other securities of the Company issued as a result of any of the foregoing shall be delivered to the Share Custodian or recorded in book entry form, as applicable, and shall be subject to all of the provisions of this Award as if initially granted hereunder.

Issuance of Restricted Shares. As consideration for agreeing to the ----------------------------- foregoing covenants and restrictions, promptly following the Executive's execution and delivery of this Agreement, there shall be registered in the Executive's name on the books of DQE 200 shares of DQE Common Stock (the "Shares"), subject to the terms and conditions hereinafter set forth. (a) The Company shall issue the Restricted Shares as of the Grant Date in one or more of the manners described below, as determined by the Company, in its sole discretion: (i) by the issuance of share certificate(s) evidencing Restricted Shares to the Secretary of the Company or such other agent of the Company as may will be designated by the Company or the Secretary (the “Share Custodian”); or (ii) by documenting the issuance in uncertificated or book entry form on the Company’s stock records. Evidence of the Restricted Shares either in the form of share certificate(s) or book entry, as the case may be, shall be held by the Share Custodian or the Company, as applicable, until the Restricted Shares become Vested Shares. In the Participant’s discretion and subject to the consent transferability restriction described in subsection (c) below. The stock certificate representing the Shares will be delivered to the Executive as soon as practicable following the date of issuance and will bear the following legend: The transferability of this certificate and the shares of stock represented hereby is subject to the terms and conditions of an Agreement entered into by and among the registered owner and DQE, Inc. and Duquesne Light Company. Copies of such Agreement are on file at 000 Xxxxxxx Xxxxxx, the Participant may direct that the Company issue the Restricted Shares to a revocable living trust established for the exclusive benefit of the Participant or the Participant and his or her spouseP. 0. Xxx 0000, provided that the Participant shall remain responsible for the satisfaction of all duties and obligations under the Award and under the PlanXxxxxxxxxx, including tax obligationsXxxxxxxxxxxx 00000-0000. (b) In As soon as practicable after the event that the Participant forfeits any expiration of the Restricted Sharestransferability restriction set forth in subsection (c) below, the Company shall cancel the issuance on its stock records and, if applicable, the Share Custodian shall promptly Employers will deliver the share certificate(s) representing the forfeited shares to the CompanyExecutive one or more stock certificates for the appropriate number of shares of DQE Common Stock, free of all such restrictions, except for any restrictions that may be imposed by law. (c) Participant hereby irrevocably appoints the Share Custodian, and any successor thereto, as the true and lawful attorney-in-fact of Participant with full power and authority to execute any stock transfer power or other instrument necessary to transfer any Restricted Shares Prior to the Company in accordance with first anniversary of the date of this AwardAgreement, none of the Shares may be assigned, transferred (other than by will or the laws of descent and distribution), pledged, sold or otherwise disposed of by the Executive. Any attempt to dispose of Shares or any interest in the name, place, and stead of the Participant, by completing an irrevocable stock power Shares in favor of the Share Custodian in the form attached hereto as Exhibit 1. The term of such appointment shall commence on the Grant Date violation of this Award restriction will be null, void and shall continue until the last of the Restricted Shares are delivered to the Participant as Vested Shares or are returned to the Company as forfeited Restricted Sharesineffective. (d) In As promptly as practicable after the event date hereof, the number Employers shall make a cash payment to the Executive in an amount sufficient such that, after the application of shares all federal, state and local taxes to such payment, the Executive shall retain a sufficient amount to pay the Executive's entire federal, state and local taxes on the Shares. The Employers shall be entitled to withhold from such cash payment the amount of Common Stock is increased or reduced as a result of a subdivision or combination of shares of Common Stock or the payment of a stock dividend or any other increase or decrease in the number of shares of Common Stock all withholding or other transaction such as a merger, reorganization taxes required by law to be withheld or other change in paid by the capital structure of the Company, the Participant agrees that any certificate representing shares of Common Stock or other securities of the Company issued as a result of any of the foregoing shall be delivered Employers with respect to the Share Custodian or recorded in book entry form, as applicable, and shall be subject to all of income recognized by the provisions of this Award as if initially granted Executive hereunder.

Issuance of Restricted Shares. (a) The Company shall issue the Restricted Shares as of the Grant Date in one or more of the manners described below, as determined by the Company, in its sole discretion: : (i) by the issuance of share certificate(s) evidencing Restricted Shares to the Secretary of the Company or such other agent of the Company as may be designated by the Company or the Secretary (the “Share Custodian”); or or (ii) by documenting the issuance in uncertificated or book entry form on the Company’s stock records. Evidence of the Restricted Shares either in the form of share certificate(s) or book entry, as the case may be, shall be held by the Share Custodian or the Company, as applicable, until the Restricted Shares become Vested Shares. In Shares in accordance with the Participant’s discretion and subject to the consent of the Company, the Participant may direct that the Company issue the Restricted Shares to a revocable living trust established for the exclusive benefit of the Participant or the Participant and his or her spouse, provided that the Participant shall remain responsible for the satisfaction of all duties and obligations under the Award and under the Plan, including tax obligationsVesting Schedule. (b) In the event that the Participant forfeits any of the Restricted Shares, the Company shall cancel the issuance on its stock records and, if applicable, the Share Custodian shall promptly deliver the share certificate(s) representing the forfeited shares to the Company. (c) Participant hereby irrevocably appoints the Share Custodian, and any successor thereto, as the true and lawful attorney-in-fact of Participant with full power and authority to execute any stock transfer power or other instrument necessary to transfer any Restricted Shares to the Company in accordance with this Award, in the name, place, and stead of the Participant, by completing an irrevocable stock power in favor of the Share Custodian in the form attached hereto as Exhibit 1. The term of such appointment shall commence on the Grant Date of this Award and shall continue until the last of the Restricted Shares are delivered to the Participant as Vested Shares or are returned to the Company as forfeited Restricted Shares. (d) In the event the number of shares of Common Stock is increased or reduced as a result of a subdivision or combination of shares of Common Stock or the payment of a stock dividend or any other increase or decrease in the number of shares of Common Stock or other transaction such as a merger, reorganization or other change in the capital structure of the Company, the Participant agrees that any certificate representing shares of Common Stock or other securities of the Company issued as a result of any of the foregoing shall be delivered to the Share Custodian or recorded in book entry form, as applicable, and shall be subject to all of the provisions of this Award as if initially granted hereunder.

Issuance of Restricted Shares. (a) The Company shall issue the Restricted Shares as of the Grant Date in one or more of the manners either manner described below, as determined by the Company, Committee in its sole discretion: (i) by the issuance of share certificate(s) evidencing Restricted Shares to the Secretary of the Company or such other agent of the Company as may be designated by the Company or the Secretary Committee (the “Share Custodian”); or (ii) by documenting the issuance in uncertificated or book entry form on the Company’s stock records. Evidence of the Restricted Shares either in the form of share certificate(s) or book entry, as the case may be, shall be held by the Company or Share Custodian or the CompanyCustodian, as applicable, until the Restricted Shares become Vested Shares. In Shares in accordance with the Participant’s discretion and subject Vesting Schedule. (b) If the Employee is determined by the Committee to the consent be an “affiliate” of the Company, as such term is defined in Rule 144 (“Rule 144”) under the Participant may direct that Securities Act of 1933, as amended (the Company issue “Securities Act”), the Restricted Shares to a revocable living trust established for (and the exclusive benefit of the Participant or the Participant and his or her spouse, provided that the Participant Vested Shares resulting therefrom) shall remain responsible for the satisfaction of all duties and obligations under the Award and under the Plan, including tax obligationsbe evidenced only by physical share certificates. (bc) When the Restricted Shares become Vested Shares, the Company or the Share Custodian, as the case may be, shall deliver the Vested Shares, by either physical delivery of the share certificate(s) or book entry transfer, as applicable, to a broker designated by the Company (the “Designated Broker”) for the benefit of an account established in the name of the Employee, after, to the extent applicable, payment by the Employee of the tax withholding obligations pursuant to Section 1(a) and/or reduced by any Vested Shares withheld and returned to the Company pursuant to Section 1(b) above or delivered to a broker, dealer or other “creditor” as contemplated by Section 1(c) above (such reduced number of Vested Shares are referred to in this Section 2(c) as the “Net Vested Shares”). If the number of Vested Shares includes a fraction of a share, neither the Company nor the Share Custodian shall be required to deliver the fractional share to the Employee, and the Company shall pay the Employee the amount determined by the Company to be the estimated fair market value therefor. At any time after receipt by the Designated Broker, the Employee may require that the Designated Broker deliver the Net Vested Shares to the Employee pursuant to such arrangements or agreements as may exist between the Designated Broker and the Employee. (d) In the event that the Participant Employee forfeits any of the Restricted Shares, the Company shall cancel the issuance on its stock records and, if applicable, the Share Custodian shall promptly deliver the share certificate(s) representing the forfeited shares to the Company. (ce) Participant Employee hereby irrevocably appoints the Share Custodian, and any successor thereto, as the true and lawful attorney-in-fact of Participant Employee with full power and authority to execute any stock transfer power or other instrument necessary to transfer any Restricted Shares to the Company in accordance with this Award, in the name, place, and stead of the Participant, by completing an irrevocable stock power in favor of the Share Custodian in the form attached hereto as Exhibit 1Employee. The term of such appointment shall commence on the Grant Date of this Award and shall continue until the last of the Restricted Shares are delivered to the Participant Employee as Vested Shares or are returned to the Company as forfeited Restricted SharesShares or as Vested Shares withheld and returned to the Company pursuant to Section 1(b), as provided by the applicable terms of this Award. (df) Until the Restricted Shares become Vested Shares, the Employee shall be entitled to all rights applicable to holders of shares of Common Stock including, without limitation, the right to vote such shares and to receive cash dividends or other distributions thereon as provided by Section 3, except as expressly provided in this Award. (g) In the event the number of shares of Common Stock is increased or reduced as a result of a subdivision or combination of shares of Common Stock or the payment of a stock dividend or any other increase or decrease in the number of shares of Common Stock or other transaction such as a merger, reorganization or other change in the capital structure of the Company, the Participant Employee agrees that any certificate representing shares of Common Stock or other securities of the Company issued as a result of any of the foregoing shall be delivered to the Share Custodian or recorded in book entry form, as applicable, and shall be subject to all of the provisions of this Award as if initially granted hereunder.

Issuance of Restricted Shares. (a) The Company shall issue the Restricted Shares as of the Grant Date in one or more of the manners either manner described below, as determined by the Company, Committee in its sole discretion: (i) by the issuance of share certificate(s) evidencing Restricted Shares to the Secretary of the Company or such other agent of the Company as may be designated by the Company Committee or the Secretary (the “Share Custodian”); or (ii) by documenting the issuance in uncertificated or book entry form on the Company’s stock records. Evidence of the Restricted Shares either in the form of share certificate(s) or book entry, as the case may be, shall be held by the Company or Share Custodian or the CompanyCustodian, as applicable, until the Restricted Shares become Vested Shares. In Shares in accordance with the Participant’s discretion and subject to the consent of the Company, the Participant may direct that the Company issue the Restricted Shares to a revocable living trust established for the exclusive benefit of the Participant or the Participant and his or her spouse, provided that the Participant shall remain responsible for the satisfaction of all duties and obligations under the Award and under the Plan, including tax obligationsVesting Schedule. (b) When the Restricted Shares become Vested Shares, the Company or the Share Custodian, as the case may be, shall deliver the Vested Shares to the Employee or, at the Company’s election, to a broker designated by the Company (the “Designated Broker”) by either physical delivery of the share certificate(s) or book entry transfer, as applicable, for the benefit of an account established in the name of the Employee, in either case, after, to the extent applicable, payment by the Employee of the tax withholding obligations pursuant to Section 1(a) and/or reduced by any Vested Shares withheld and returned to the Company pursuant to Section 1(b) above or delivered to a broker, dealer or other “creditor” as contemplated by Section 1(c) above (such reduced number of Vested Shares are referred to in this Section 2(b) as the “Net Vested Shares”). If the number of Vested Shares includes a fraction of a share, neither the Company nor the Share Custodian shall be required to deliver the fractional share to the Employee, and the number of Vested Shares shall be rounded down to the next nearest whole number. At any time after receipt by the Designated Broker, the Employee may require that the Designated Broker deliver the Net Vested Shares to the Employee pursuant to such arrangements or agreements as may exist between the Designated Broker and the Employee. (c) In the event that the Participant Employee forfeits any of the Restricted Shares, the Company shall cancel the issuance on its stock records and, if applicable, the Share Custodian shall promptly deliver the share certificate(s) representing the forfeited shares to the Company. (cd) Participant Employee hereby irrevocably appoints the Share Custodian, and any successor thereto, as the true and lawful attorney-in-fact of Participant Employee with full power and authority to execute any stock transfer power or other instrument necessary to transfer any Restricted Shares to the Company in accordance with this Award, in the name, place, and stead of the Participant, by completing an irrevocable stock power in favor of the Share Custodian in the form attached hereto as Exhibit 1Employee. The term of such appointment shall commence on the Grant Date of this Award and shall continue until the last of the Restricted Shares are delivered to the Participant Employee as Net Vested Shares or are returned to the Company as forfeited Restricted SharesShares or as Vested Shares withheld and returned to the Company pursuant to Section 1(b), as provided by the applicable terms of this Award. (de) Unless and until the Restricted Shares are forfeited, the Employee shall be entitled to all rights respecting the Restricted Shares applicable to holders of shares of Common Stock generally, including, without limitation, the right to vote such shares and to receive dividends or other distributions thereon as provided by Section 3, except as expressly provided in this Award. (f) In the event the number of shares of Common Stock is increased or reduced as a result of a subdivision or combination of shares of Common Stock or the payment of a stock dividend or any other increase or decrease in the number of shares of Common Stock or other transaction such as a merger, reorganization or other change in the capital structure of the Company, the Participant Employee agrees that any certificate representing shares of Common Stock or other securities of the Company issued as a result of any of the foregoing shall be delivered to the Share Custodian or recorded in book entry form, as applicable, and shall be subject to all of the provisions of this Award as if initially granted hereunder.