Common use of Restricted Stock and Restricted Stock Units Clause in Contracts

Restricted Stock and Restricted Stock Units. (i) Each Participant granted Restricted Stock must execute and deliver to the Company an Award Agreement with respect to the Restricted Stock setting forth the restrictions and other terms and conditions applicable to the Restricted Stock. If the Board determines that the Company will hold the Restricted Stock or place the Restricted Stock in escrow rather than delivered to the Participant pending the release of the applicable restrictions, the Board may require the Participant to additionally execute and deliver to the Company (A) an escrow agreement satisfactory to the Board, if applicable, and (B) the appropriate blank stock power with respect to the Restricted Stock covered by the agreement. If a Participant fails to execute an agreement evidencing an Award of Restricted Stock and, if applicable, an escrow agreement and stock power, the Award will be null and void. Subject to the restrictions set forth in the Award, the Participant generally will have the rights and privileges of a shareholder as to the Restricted Stock, including the right to vote the Restricted Stock (if the Restricted Stock has voting rights) and the right to receive dividends. (ii) The terms and conditions of a grant of Restricted Stock Units will be reflected in an Award Agreement. No shares of Common Stock will be issued at the time a Restricted Stock Unit is granted, and the Company will not be required to set aside funds for the payment of any such Award. A Participant will have no voting rights with respect to any Restricted Stock Units granted under this Plan. The Board may also grant Restricted Stock Units with a deferral feature, whereby settlement is deferred beyond the vesting date until the occurrence of a future payment date or event set forth in an Award Agreement (“Deferred Stock Units”). At the discretion of the Board, each Restricted Stock Unit or Deferred Stock Unit (representing one share of Common Stock) may be credited with an amount equal to the cash and stock dividends paid by the Company in respect of one share of Common Stock (“Dividend Equivalents”). Dividend Equivalents will be paid currently (and in no case later than the end of the calendar year in which the dividend is paid to the holders of the Common Stock or, if later, the 15th day of the third month following the date the dividend is paid to holders of the Common Stock).

Restricted Stock and Restricted Stock Units. (i) Each Participant granted Restricted Stock must execute and deliver Restricted Stock Units may be awarded or sold to Participants under such terms and conditions as shall be established by the Committee. Restricted Stock and Restricted Stock Units shall be subject to such restrictions as the Committee determines, including, without limitation, any of the following: (a) a prohibition against sale, assignment, transfer, pledge, hypothecation or other encumbrance for a specified period; (b) a requirement that the holder forfeit (or in the case of shares or units sold to the Participant resell to the Company an Award Agreement at cost) such shares or units in the event of termination of employment or other service during the period of restriction; or (c) with respect to the Restricted Stock setting forth the restrictions and other terms and conditions applicable to the Restricted Stock, the Award may be conditioned upon the Participant making or not making an election under Code Section 83(b). If the Board determines that Participant makes an election pursuant to Code Section 83(b), the Participant shall be required to file a copy of the election with the Company will hold within ten (10) calendar days. All restrictions shall expire at such times as the Restricted Stock or place the Restricted Stock in escrow rather than delivered to the Participant pending the release of the applicable restrictions, the Board may require the Participant to additionally execute and deliver to the Company (A) an escrow agreement satisfactory to the Board, if applicable, and (B) the appropriate blank stock power with respect to the Restricted Stock covered by the agreementCommittee shall specify. If a Participant fails to execute an agreement evidencing an Award of Restricted Stock and, if applicable, an escrow agreement and stock power, the Award will be null and void. Subject to Except for the restrictions set forth in herein and unless otherwise determined by the AwardCommittee, the Participant generally will shall have all the rights and privileges of a shareholder as with respect to the shares of Restricted Stock, including but not limited to the right to vote the Restricted Stock (if the Restricted Stock has voting rights) and the right to receive dividends. (ii) The terms and conditions , provided that the Committee, in its sole discretion, may require that any dividends paid on shares of Restricted Stock be held in escrow until all restrictions on the shares have lapsed. With respect to Restricted Stock Units, a Participant shall have no rights of a grant shareholder until restrictions lapse and underlying shares, if any, are delivered; however, the Committee may provide for the payment of dividend equivalents if so specified in the LTIPA. Payment of Restricted Stock Units will may be reflected made in an Award Agreementcash, stock, or a combination of cash and stock, in the Committee’s sole discretion. No shares of Common Stock will be issued at To the time extent a Restricted Stock Unit is granted, and Award constitutes "deferred compensation" within the Company will not be required to set aside funds for the payment meaning of any such Award. A Participant will have no voting rights with respect to any Restricted Stock Units granted under this Plan. The Board may also grant Restricted Stock Units with a deferral feature, whereby settlement is deferred beyond the vesting date until the occurrence of a future payment date or event set forth in an Award Agreement (“Deferred Stock Units”). At the discretion of the Board, each Restricted Stock Unit or Deferred Stock Unit (representing one share of Common Stock) may be credited with an amount equal to the cash and stock dividends paid by the Company in respect of one share of Common Stock (“Dividend Equivalents”). Dividend Equivalents will be paid currently (and in no case later than the end of the calendar year in which the dividend is paid to the holders of the Common Stock or, if laterCode Section 409A, the 15th day of the third month following the date the dividend is paid to holders of the Common Stock)Committee shall establish LTIPA terms and provisions that comply with Code Section 409A and regulations thereunder.

Restricted Stock and Restricted Stock Units. (ia) Each Participant granted Restricted Stock must shall execute and deliver to the Company an Award Agreement with respect to the Restricted Stock setting forth the restrictions and other terms and conditions applicable to the such Restricted Stock. If the Board Committee determines that the Company will hold the Restricted Stock shall be held by the Company or place the Restricted Stock in escrow rather than delivered to the Participant pending the release of the applicable restrictions, the Board Committee may require the Participant to additionally execute and deliver to the Company (A) an escrow agreement satisfactory to the BoardCommittee, if applicable, applicable and (B) the appropriate blank stock power with respect to the Restricted Stock covered by the such agreement. If a Participant fails to execute an agreement evidencing an Award of Restricted Stock and, if applicable, an escrow agreement and stock power, the Award will shall be null and void. Subject to the restrictions set forth in the Award, the Participant generally will shall have the rights and privileges of a shareholder stockholder as to the such Restricted Stock, including the right to vote the such Restricted Stock (if the Restricted Stock has voting rights) and the right to receive dividends; provided that, any cash dividends and stock dividends with respect to the Restricted Stock shall be withheld by the Company for the Participant’s account, and interest may be credited on the amount of the cash dividends withheld at a rate and subject to such terms as determined by the Committee. The cash dividends or stock dividends so withheld by the Committee and attributable to any particular share of Restricted Stock (and earnings thereon, if applicable) shall be distributed to the Participant in cash or, at the discretion of the Committee, in shares of Common Stock having a Fair Market Value equal to the amount of such dividends, if applicable, upon the release of restrictions on such share and, if such share is forfeited, the Participant shall have no right to such dividends. (iib) The terms and conditions of a grant of Restricted Stock Units will shall be reflected in an Award Agreement. No shares of Common Stock will shall be issued at the time a Restricted Stock Unit is granted, and the Company will not be required to set aside funds for the payment of any such Award. A Participant will shall have no voting rights with respect to any Restricted Stock Units granted under this Planhereunder. The Board Committee may also grant Restricted Stock Units with a deferral feature, whereby settlement is deferred beyond the vesting date until the occurrence of a future payment date or event set forth in an Award Agreement (“Deferred Stock Units”). At the discretion of the BoardCommittee, each Restricted Stock Unit or Deferred Stock Unit (representing one share of Common Stock) may be credited with an amount equal to the cash and stock dividends paid by the Company in respect of one share of Common Stock (“Dividend Equivalents”). (c) Dividend Equivalents shall be withheld by the Company and credited to the Participant’s account, and interest may be credited on the amount of cash Dividend Equivalents credited to the Participant’s account at a rate and subject to such terms as determined by the Committee. Dividend Equivalents will be paid currently credited to a Participant’s account and attributable to any particular Restricted Stock Unit or Deferred Stock Unit (and earnings thereon, if applicable) shall be distributed in no case later than cash or, at the end discretion of the calendar year Committee, in which the dividend is paid shares of Common Stock having a Fair Market Value equal to the holders amount of the Common Stock orsuch Dividend Equivalents and earnings, if laterapplicable, to the Participant upon settlement of such Restricted Stock Unit or Deferred Stock Unit and, if such Restricted Stock Unit or Deferred Stock Unit is forfeited, the 15th day of the third month following the date the dividend is paid Participant shall have no right to holders of the Common Stock)such Dividend Equivalents.

Restricted Stock and Restricted Stock Units. (ia) Each Participant granted Restricted Stock must shall execute and deliver to the Company an Award Agreement with respect to the Restricted Stock setting forth the restrictions and other terms and conditions applicable to the such Restricted Stock. If the Board Committee determines that the Company will hold the Restricted Stock shall be held by the Company or place the Restricted Stock in escrow rather than delivered to the Participant pending the release of the applicable restrictions, the Board Committee may require the Participant to additionally execute and deliver to the Company (A) an escrow agreement satisfactory to the BoardCommittee, if applicable, applicable and (B) the appropriate blank stock power with respect to the Restricted Stock covered by the such agreement. If a Participant fails to execute an agreement evidencing an Award of Restricted Stock and, if applicable, an escrow agreement and stock power, the Award will shall be null and void. Subject to the restrictions set forth in the Award, the Participant generally will shall have the rights and privileges of a shareholder as to the such Restricted Stock, including the right to vote such Restricted Stock, provided that the Restricted Stock (if the Restricted Stock has voting rights) and Participant shall not have the right to receive dividendsdividends on any unvested shares of Restricted Stock. (iib) The terms and conditions of a grant of Restricted Stock Units will shall be reflected in an Award Agreement. No shares of Common Stock will shall be issued at the time a Restricted Stock Unit is granted, and the Company will not be required to set aside funds for the payment of any such Award. A Participant will shall have no voting rights or rights to receive dividends with respect to any Restricted Stock Units granted under this Planhereunder. The Board Committee may also grant Restricted Stock Units with a deferral feature, whereby settlement is deferred beyond the vesting date until the occurrence of a future payment date or event set forth in an Award Agreement (“Deferred Stock Units”). At the discretion of the Board, each Restricted Stock Unit or Deferred Stock Unit (representing one share of Common Stock) may be credited with an amount equal to the cash and stock dividends paid by the Company in respect of one share of Common Stock (“Dividend Equivalents”). Dividend Equivalents will be paid currently (and in no case later than the end of the calendar year in which the dividend is paid to the holders of the Common Stock or, if later, the 15th day of the third month following the date the dividend is paid to holders of the Common Stock).

Restricted Stock and Restricted Stock Units. (ia) Each Participant granted Restricted Stock must shall execute and deliver to the Company an Award Agreement with respect to the Restricted Stock setting forth the restrictions and other terms and conditions applicable to the such Restricted Stock. If the Board Committee determines that the Company will hold the Restricted Stock shall be held by the Company or place the Restricted Stock in escrow rather than delivered to the Participant pending the release of the applicable restrictions, the Board Committee may require the Participant to additionally execute and deliver to the Company (A) an escrow agreement satisfactory to the BoardCommittee, if applicable, applicable and (B) the appropriate blank stock power with respect to the Restricted Stock covered by the such agreement. If a Participant fails to execute an agreement evidencing an Award of Restricted Stock and, if applicable, an escrow agreement and stock power, the Award will shall be null and void. Subject to the restrictions set forth in the Award, the Participant generally will shall have the rights and privileges of a shareholder as to the such Restricted Stock, including the right to vote the such Restricted Stock (if the Restricted Stock has voting rights) and the right to receive dividends; provided that, any cash dividends and stock dividends with respect to the Restricted Stock shall be withheld by the Company for the Participant’s account, and interest may be credited on the amount of the cash dividends withheld at a rate and subject to such terms as determined by the Committee. The cash dividends or stock dividends so withheld by the Committee and attributable to any particular share of Restricted Stock (and earnings thereon, if applicable) shall be distributed to the Participant in cash or, at the discretion of the Committee, in shares of Common Stock having a Fair Market Value equal to the amount of such dividends, if applicable, upon the release of restrictions on such share and, if such share is forfeited, the Participant shall have no right to such dividends. (iib) The terms and conditions of a grant of Restricted Stock Units will shall be reflected in an Award Agreement. No shares of Common Stock will shall be issued at the time a Restricted Stock Unit is granted, and the Company will not be required to set aside funds for the payment of any such Award. A Participant will shall have no voting rights with respect to any Restricted Stock Units granted under this Planhereunder. The Board Committee may also grant Restricted Stock Units with a deferral feature, whereby settlement is deferred beyond the vesting date until the occurrence of a future payment date or event set forth in an Award Agreement (“Deferred Stock Units”). At the discretion of the BoardCommittee, each Restricted Stock Unit or Deferred Stock Unit (representing one share of Common Stock) may be credited with an amount equal to the cash and stock dividends paid by the Company in respect of one share of Common Stock (“Dividend Equivalents”). Dividend Equivalents will shall be paid currently withheld by the Company and credited to the Participant’s account, and interest may be credited on the amount of cash Dividend Equivalents credited to the Participant’s account at a rate and subject to such terms as determined by the Committee. Dividend Equivalents credited to a Participant’s account and attributable to any particular Restricted Stock Unit or Deferred Stock Unit (and earnings thereon, if applicable) shall be distributed in no case later than cash or, at the end discretion of the calendar year Committee, in which the dividend is paid shares of Common Stock having a Fair Market Value equal to the holders amount of the Common Stock orsuch Dividend Equivalents and earnings, if laterapplicable, to the Participant upon settlement of such Restricted Stock Unit or Deferred Stock Unit and, if such Restricted Stock Unit or Deferred Stock Unit is forfeited, the 15th day of the third month following the date the dividend is paid Participant shall have no right to holders of the Common Stock)such Dividend Equivalents.