Common use of Restricted Stock Award Clause in Contracts

Restricted Stock Award. The Employer agrees that the Executive shall receive, in accordance in all material respects with applicable policies of the Employer relating to incentive compensation for the executive officers, an annual restricted stock award (each, an “Award”) as to such number of shares (the “Shares”) as may be fixed in the Board’s discretion based upon the performance of the Employer and the contributions of the Executive to such performance. Any such Award shall be evidenced by a Restricted Stock Award Agreement between the Employer and the Executive in substantially the form thereof currently in use by the Employer. Each Award and the Restricted Stock Award Agreement shall have the following other principal terms: (i) the Shares subject to each Award shall become vested, and remain vested from and after the Effective Date, in three cumulative installments as follows: (A) the first installment, consisting of one-third of the Shares subject to each Award, shall become vested from and after the first anniversary of the date of the Award; (B) the second installment, consisting of an additional one-third of the Shares subject to each Award, shall become vested from and after the second anniversary of the date of the Award; and (C) the third installment, consisting of the remaining one-third of the Shares subject to each Award, shall become vested from and after the third anniversary of the date of the Award; (ii) the Shares, and any other shares of the Employer’s Common Stock held under prior or subsequent restricted stock Awards made to the Executive by the Employer, shall become immediately vested in full and shall remain vested in the event of (A) a Change of Control (as defined herein), (B) a termination of the employment of the Executive by the Employer under this Agreement without Cause or (C) a termination of the employment of the Executive under this Agreement by the Executive for Good Reason; (iii) any unvested Shares shall revert to the Employer immediately in the event of (A) a termination of the employment of the Executive under this Agreement by the Employer for Cause or (B) a termination of the employment of the Executive under this Agreement by the Executive without Good Reason; and (iv) The Executive shall have the right by notice to the Employer to require that the Employer purchase from the Executive that number of vested shares of the Employer’s Common Stock at a price per share equal to the average closing price of the Employer’s Common Stock on the New York Stock Exchange for the 20 days preceding the Executive’s notice of purchase, as is necessary to provide the Executive with sufficient funds to pay applicable federal and state income taxes resulting from the vesting of Shares under the Award, subject to the prior approval by the Compensation Committee of the Employer’s Board of Directors of the price per share at the time of each such purchase.

Restricted Stock Award. The Employer agrees that (a) You own the Executive shall receive, in accordance in all material respects with applicable policies Restricted Stock as of the Employer relating date of this letter agreement, subject to incentive compensation the provisions for your forfeiture described in subparagraph (b) below. (b) Upon termination of your employment for any reason other than death, permanent and total disability or normal retirement (as defined in the executive officersPlan) before __________________ all of your rights to the Restricted Stock will be forfeited to the Company, an annual restricted stock award (each, an “Award”) as to such number of shares unless otherwise determined by the Company’s Executive Compensation Committee (the “SharesCommittee”) ). The determination as may be fixed in the Board’s discretion based upon the performance to waiver of the Employer and the contributions forfeiture of the Executive to such performance. Any such Award shall be evidenced by a Restricted Stock Award Agreement between the Employer and the Executive in substantially the form thereof currently in use by the Employer. Each Award and all or any part of the Restricted Stock Award Agreement shall will be made at the sole, complete and absolute discretion of the Committee. Its determination will be final and binding on you and the Company. No action by the Committee will constitute a waiver of the Committee’s discretion to act at any time under the terms of this letter agreement regarding the matters reserved to its discretion, unless such waiver is unequivocally expressed in writing by the Committee addressed to you and the Company. (c) This letter agreement will not be transferable and may not be encumbered or disposed of in whole or in part during your lifetime. During your lifetime and the term of this letter agreement, your rights under this letter agreement may be exercised solely by you. Upon your death any rights, to the extent exercisable or vested on the date of your death, may be exercised by your estate or by a person who acquires the right to ownership of your Restricted Stock by bequest, inheritance or otherwise by reason of your death. Evidence satisfactory to the Committee of your death and the proper legal standing of your successor in interest must be provided. (d) During the term of this letter agreement, you will be entitled to all distributions related to the Restricted Stock. However, any distributions related to the Restricted Stock represented by additional shares of the Company, whether by reason of stock dividend, split-up or other recapitalization of the Company, will be retained and held by the Company for the term of this letter agreement as provided in this letter agreement. (e) During the term of this letter agreement, the certificates evidencing ownership of the Restricted Stock will be retained by the Company, as security for your performance of all obligations under this letter agreement. By execution of this letter agreement, you are appointing the Company’s chief financial officer as your duly authorized agent and attorney-in-fact for and on your behalf and subject to the terms of this letter agreement to hold and retain your Restricted Stock certificates related to the Restricted Stock granted by this letter agreement or later distributed by the Company during the term of this letter agreement related to the original Restricted Stock. Further, you appoint him or her to execute and deliver to the Company any and all such share certificates you forfeit under the terms of this letter agreement or as otherwise required by the Plan. (f) Unless forfeited as described in subparagraph (b) above, your Restricted Stock certificates evidencing ownership of the Restricted Stock will be delivered to you unconditionally and without requirement for payment by you, on _____________. This letter agreement will terminate upon distribution of the Restricted Stock. (g) This grant is subject to the requirement that, if at any time the Company’s Board of Directors determines, in its discretion, that the listing, registration or qualification of the Restricted Stock on any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of this Restricted Stock Award or the issuance or acquisition of your Restricted Stock, the grant will not be effective in whole or in part unless such listing, registration, qualification, consent or approval has been effected or obtained free of any conditions not acceptable to the Company’s Board of Directors. (h) The Plan is incorporated in this letter agreement by reference and is made a part of this letter agreement as if fully set forth in this letter agreement. The Plan will control if there is any conflict between the Plan and this letter agreement. Also, the Plan will control on such matters as are not contained in this letter agreement. Defined terms which are not given specific meaning in this letter agreement will have the following other principal terms:meanings used in the Plan. (i) the Shares subject to each Award shall become vestedAny dispute or disagreement which arises under, and remain vested from and after the Effective Dateas a result of, or in three cumulative installments as follows: (A) the first installment, consisting of one-third of the Shares subject to each Award, shall become vested from and after the first anniversary of the date of the Award; (B) the second installment, consisting of an additional one-third of the Shares subject to each Award, shall become vested from and after the second anniversary of the date of the Award; and (C) the third installment, consisting of the remaining one-third of the Shares subject to each Award, shall become vested from and after the third anniversary of the date of the Award; (ii) the Shares, and any other shares of the Employer’s Common Stock held under prior or subsequent restricted stock Awards made way related to the Executive interpretation or construction of this letter agreement will be determined by the Employer, shall become immediately vested in full and shall remain vested in the event of (A) a Change of Control (as defined herein), (B) a termination of the employment of the Executive by the Employer Committee. Any such determination made under this Agreement without Cause or (C) a termination of the employment of the Executive under this Agreement by the Executive letter agreement will be final, binding and conclusive for Good Reason; (iii) any unvested Shares shall revert to the Employer immediately in the event of (A) a termination of the employment of the Executive under this Agreement by the Employer for Cause or (B) a termination of the employment of the Executive under this Agreement by the Executive without Good Reason; and (iv) The Executive shall have the right by notice to the Employer to require that the Employer purchase from the Executive that number of vested shares of the Employer’s Common Stock at a price per share equal to the average closing price of the Employer’s Common Stock on the New York Stock Exchange for the 20 days preceding the Executive’s notice of purchase, as is necessary to provide the Executive with sufficient funds to pay applicable federal and state income taxes resulting from the vesting of Shares under the Award, subject to the prior approval by the Compensation Committee of the Employer’s Board of Directors of the price per share at the time of each such purchaseall purposes.

Restricted Stock Award. The Employer agrees that (A) At the Effective Time the Company shall sell to Executive shall receive, in accordance in all material respects with applicable policies 75,000 restricted shares of Common Stock of the Employer relating to incentive compensation for the executive officers, an annual restricted stock award (each, an “Award”) as to such number of shares Company (the “Shares”) as may be fixed in the Board’s discretion based upon the performance of the Employer and the contributions of the Executive "Restricted Stock"). The agreement pursuant to such performance. Any such Award shall be evidenced by a Restricted Stock Award Agreement between the Employer and the Executive in substantially the form thereof currently in use by the Employer. Each Award and which the Restricted Stock Award Agreement is awarded shall have provide that the following other principal terms: Restricted Stock shall become nonforfeitable ("vest") with respect to one fifth of such shares on each of the anniversaries of the Effective Time; provided that Executive is employed by the Company on each such vesting date. Furthermore, the agreement shall provide that the Restricted Stock shall fully vest (i) the Shares subject to each Award shall become vested, and remain vested from and after the Effective Date, on a termination of Executive's employment for any reason following a Change in three cumulative installments Control (as follows: (A) the first installment, consisting of one-third of the Shares subject to each Award, shall become vested from and after the first anniversary of the date of the Award; (B) the second installment, consisting of an additional one-third of the Shares subject to each Award, shall become vested from and after the second anniversary of the date of the Awarddefined herein); and (C) the third installment, consisting of the remaining one-third of the Shares subject to each Award, shall become vested from and after the third anniversary of the date of the Award; (ii) the Shares, and any other shares upon Executive's death or termination of the Employer’s Common Stock held under prior or subsequent restricted stock Awards made to the Executive employment by the Employer, shall become immediately vested in full and shall remain vested in the event of (A) a Change of Control Company due to Disability (as defined herein), (Biii) if Executive terminates his employment for Good Reason (as defined herein), or (iv) if Executive's employment is terminated by the Company without Cause (as defined herein). The agreement shall also provide that upon a termination of the employment of the Executive by the Employer under this Agreement without Cause or (C) a termination of the employment of the Executive under this Agreement by the Executive for Good Reason; (iii) any unvested Shares shall revert to the Employer immediately in the event of (A) a termination of the employment of the Executive under this Agreement by the Employer Company for Cause or (B) a voluntary termination of the employment of the Executive under this Agreement by the Executive without Good Reason; and (iv) The Executive , the Company shall have the right by notice be obligated to the Employer to require that the Employer purchase from the Executive that number of vested and Executive shall be obligated to sell to the Company any unvested shares of Restricted Stock for the Employer’s Common Stock at a price per share equal to lesser of: (i) the average closing price Purchase Price and (ii) the fair market value of the Employer’s Common Stock on the New York Stock Exchange date the Executive's employment terminates. (B) The total purchase price for the 20 days preceding Restricted Stock is [$ __________] (the "Purchase Price"). The Purchase Price shall be evidenced by the Executive’s notice 's full recourse promissory note (the "Note") maturing on the fifth anniversary of purchaseits issue date, bearing interest at the rate specified in the Note (the "Note Obligations"). The Note shall provide that upon the earliest to occur of: (i) the full satisfaction of any and all Note Obligations, (ii) the fifth anniversary of the issue date, if the Executive is employed by the Company on such date or (iii) the termination of the Executive's employment with the Company: (w) for any reason following a Change in Control (as is defined herein); (x) by the Company without Cause (as defined herein); (y) by the Executive for Good Reason (as defined herein) or (z) due to the Executive's death or Disability (as defined herein), the Note and any security interest created thereby shall terminate and the Executive shall have no obligations under the Note. The Company shall pay the Executive the additional amount necessary to provide the Executive with sufficient funds to pay applicable federal and a full gross up (the "Gross Up Payment") for any federal, state or local income taxes resulting from or employment taxes (including any of the vesting of Shares under the Award, subject foregoing taxes imposed on or attributable to the prior approval by the Compensation Committee of the Employer’s Board of Directors of the price per share Gross Up Payment) due at the time of each such purchasehis obligations under the Note terminate.

Restricted Stock Award. The Employer agrees that Holdings shall grant to Executive, as soon as practicable following the Executive shall receivedate hereof, in accordance in all material respects with applicable policies an award of 50,700 shares of the Employer relating to incentive compensation for the executive officersCommon Stock of Holdings, an annual restricted stock award (each, an “Award”) as to such number of shares that is forfeitable by Executive (the “SharesRestricted Stock”) until the completion of a specified period of future service (the “Restricted Period”), subject to the occurrence of specific events. The Restricted Stock shall be granted pursuant to the Eagle Family Foods Holdings, Inc. 1998 Stock Incentive Plan (the “Incentive Plan”). Except as may be fixed in otherwise provided herein, and subject to the Board’s discretion based upon the performance provisions of the Employer and Incentive Plan, the contributions of the Executive to such performance. Any such Award shall be evidenced by a Restricted Stock Award Agreement between the Employer and the Executive in substantially the form thereof currently in use by the Employer. Each Award Period will lapse, and the Restricted Stock Award Agreement shall have the following other principal terms: (i) the Shares subject to each Award shall will vest and become vested, and remain vested from and after the Effective Datenonforfeitable, in three cumulative equal annual installments as follows: (A) on the first installmentfirst, consisting of one-second and third anniversaries of the Shares subject date on which the Restricted Stock is granted to each AwardExecutive. In the event Executive’s employment is terminated by the Company without Cause, shall by Executive for Good Reason, or due to Executive’s death or disability, the unvested installment of the Restricted Stock that would have become vested from and after nonforfeitable on the first next following anniversary of the grant date shall vest and become nonforfeitable on such anniversary date. In the event the Company provides written notice to Executive pursuant to Section 2 herein and elects not to extend the Term (other than in connection with a termination of Executive’s employment for Cause), the unvested installment of the Award; (B) the second installment, consisting of an additional one-third of the Shares subject to each Award, shall Restricted Stock that would have become vested from and after nonforfeitable on the second next following anniversary of the grant date shall vest and become nonforfeitable on such anniversary date. In the event Executive voluntarily terminates his employment with the Company without Good Reason, or the Company terminates Executive for Cause, all further vesting with respect to the Restricted Stock shall cease. In the event of a Company Sale (as defined in the Restricted Stock Agreement between Executive and Holdings), all unvested installments of the Award; and (C) the third installment, consisting of the remaining one-third of the Shares subject to each Award, shall become vested from and after the third anniversary of the date of the Award; (ii) the Shares, and any other shares of the Employer’s Common Restricted Stock held under prior or subsequent restricted stock Awards made to the Executive by the Employer, shall become immediately vested in full and nonforfeitable. The Restricted Stock award shall remain vested be subject to such other terms and conditions as are provided in the event of (A) a Change of Control (as defined herein)Restricted Stock Agreement, (B) a termination of which terms are not inconsistent with this Section 4.3 and the employment of the Executive by the Employer under this Agreement without Cause or (C) a termination of the employment of the Executive under this Agreement by the Executive for Good Reason; (iii) any unvested Shares shall revert to the Employer immediately in the event of (A) a termination of the employment of the Executive under this Agreement by the Employer for Cause or (B) a termination of the employment of the Executive under this Agreement by the Executive without Good Reason; and (iv) The Executive shall have the right by notice to the Employer to require that the Employer purchase from the Executive that number of vested shares of the Employer’s Common Stock at a price per share equal to the average closing price of the Employer’s Common Stock on the New York Stock Exchange for the 20 days preceding the Executive’s notice of purchase, as is necessary to provide the Executive with sufficient funds to pay applicable federal and state income taxes resulting from the vesting of Shares under the Award, subject to the prior approval by the Compensation Committee of the Employer’s Board of Directors of the price per share at the time of each such purchaseIncentive Plan.

Restricted Stock Award. The Employer agrees that the Executive shall receive, in accordance in all material respects with applicable policies of the Employer relating to incentive compensation for the executive officers, an annual restricted stock award (each, an “Award”) as to such number of shares (the “Shares”) as may be fixed in the Board’s discretion based upon the performance of the Employer and the contributions of the Executive to such performance. Any such Award shall be evidenced by a Restricted Stock Award Agreement between the Employer and the Executive in substantially the form thereof currently in use by the Employer. Each Award and the Restricted Stock Award Agreement shall have the following other principal terms: (i) the Shares subject to each Award shall become vested, and remain vested from and after the Effective Date, in three cumulative installments as follows: (A) the first installment, consisting of one-third of the Shares subject to each Awardaward, shall become vested from and after the first anniversary of the date of the Award; (B) the second installment, consisting of an additional one-third of the Shares subject to each Award, shall become vested from and after the second anniversary of the date of the Award; and (C) the third installment, consisting of the remaining one-third of the Shares subject to each Award, shall become vested from and after the third anniversary of the date of the Award; (ii) the Shares, and any other shares of the Employer’s Common Stock held under prior or subsequent restricted stock Awards made to the Executive by the Employer, shall become immediately vested in full and shall remain vested in the event of (A) a Change of Control (as defined herein), (B) a termination of the employment of the Executive by the Employer under this Agreement without Cause or (C) a termination of the employment of the Executive under this Agreement by the Executive for Good Reason; (iii) any unvested Shares shall revert to the Employer immediately in the event of (A) a termination of the employment of the Executive under this Agreement by the Employer for Cause or (B) a termination of the employment of the Executive under this Agreement by the Executive without Good Reason; and (iv) The Executive shall have the right by notice to the Employer to require that the Employer purchase from the Executive that number of vested shares of the Employer’s Common Stock at a price per share equal to the average closing price of the Employer’s Common Stock on the New York Stock Exchange for the 20 days preceding the Executive’s notice of purchase, as is necessary to provide the Executive with sufficient funds to pay applicable federal and state income taxes resulting from the vesting of Shares under the Award, subject to the prior approval by the Compensation Committee of the Employer’s Board of Directors of the price per share at the time of each such purchase.

Restricted Stock Award. The Employer agrees that the Executive shall receiveEffective as of January 1, in accordance in all material respects with applicable policies of 2008, the Employer relating to incentive compensation for the executive officers, an annual shall make a restricted stock award to the Executive of 50,000 shares (each, an the “Award”) as to such number of shares the Employer’s Common Stock (the “Shares”) as may be fixed in the Board’s discretion based upon the performance of the Employer and the contributions of the Executive to such performance). Any such The Award shall be evidenced by a Restricted Stock Award Agreement between the Employer and the Executive in substantially the form thereof currently in use by the Employer. Each The Award and the Restricted Stock Award Agreement shall have the following other principal terms: (i) the Shares subject to each under the Award shall become vested, and remain vested from and after the Effective Date, in three cumulative installments as follows: (A) the first installment, consisting of one-third half of the Shares subject to each AwardShares, shall become vested from and after the first anniversary of the date of the Award;December 31, 2008; and (B) the second installment, consisting of an additional one-third half of the Shares subject to each AwardShares, shall become vested from and after the second anniversary of the date of the Award; andDecember 31, 2009. (Cii) the third installment, consisting of Shares under the remaining one-third of the Shares subject to each Award, Award shall become vested from pursuant to paragraphs 3(b)(i)(A) and after (B) regardless of whether this Agreement extends beyond the third anniversary of the date of the AwardTerm; (iiiii) the Shares, and any other shares of the Employer’s Common Stock held under prior or subsequent restricted stock Awards awards made to the Executive by the Employer, shall become immediately vested in full and shall remain vested in the event of (A) a Change of Control (as defined herein), (B) a termination of the employment of the Executive by the Employer under this Agreement without Cause or (C) a termination of the employment of the Executive under this Agreement by the Executive for Good Reason; (iiiiv) any unvested Shares shall revert to the Employer immediately in the event of (A) a termination of the employment of the Executive under this Agreement by the Employer for Cause or (B) a termination of the employment of the Executive under this Agreement by the Executive without Good Reason; and (ivv) The Executive shall have the right by notice to the Employer to require that the Employer purchase from the Executive that number of vested shares of the Employer’s Common Stock at a price per share equal to the average closing price of the Employer’s Common Stock on the New York Stock Exchange for the 20 days preceding the Executive’s notice of purchase, as is necessary to provide the Executive with sufficient funds to pay applicable federal and state income taxes resulting from the vesting of Shares under the AwardAwards, subject to the prior approval by the Compensation Committee of the Employer’s Board of Directors of the price per share at the time of each such purchase.

Restricted Stock Award. The Employer agrees that Executive shall receive an award of shares of restricted Company common stock equal to $450,000 divided by the NASDAQ closing price of the Company’s common stock on the date the Executive shall receive, in accordance in all material respects with applicable policies of the Employer relating to incentive compensation for the executive officers, an annual restricted stock award (each, an “Award”) as to such number of shares commences employment (the “SharesRestricted Stock”) as may be fixed in the Board’s discretion based upon the performance of the Employer and the contributions of the Executive to such performance). Any such Award shall be evidenced by a The Restricted Stock Award Agreement between the Employer will vest in equal installments on April 2, 2008, April 2, 2009 and the April 2, 2010 provided that Executive in substantially the form thereof currently in use is then employed by the EmployerCompany as of any vesting date. Each Award and The stock certificates for the Restricted Stock Award will be retained by the Company and released to Executive upon vesting on each anniversary date. If this Agreement is terminated for death, for Disability as described in Section 5(b), for Cause as described in Section 5(c), or a voluntary termination by the Executive as described in Section 5(d), all then unvested shares of Restricted Stock shall have be deemed forfeited and cancelled. If this Agreement is terminated by the following Company without Cause or by Executive for Good Reason as described in Section 5(a), all of any then unvested shares of Restricted Stock shall immediately vest in full. In the event of a Change in Corporate Control (as defined in Section 6(b) below) without approval of the Board of Directors during the term of this Agreement and the termination of Executive’s employment by the acquiring entity or the Company within six months of the Change in Corporate Control (other principal terms: than a voluntary termination by Executive or termination for Cause), then all of any unvested shares of Restricted Stock shall immediately vest in full. In the event of a Change in Corporate Control with the approval of the Board of Directors, then sixty (i60%) of any unvested shares of Restricted Stock shall immediately vest. This Restricted Stock award shall be under the Shares Company’s 2004 Stock Incentive Plan and the Company shall maintain the effectiveness of the registration, for resale all of the Restricted Stock granted to Executive pursuant to a Form S-8 (or any successor form) registration statement under the Securities Act. The Restricted Stock will not be transferable by the Executive until they are vested. Unless the Executive elects to be taxed upon receipt of the restricted stock (by filing a special election under Section 83(b) of the Internal Revenue Code of 1986, as amended, with the Internal Revenue Service within 30 days), the Executive acknowledges that he will be taxed (and subject to each Award shall become vestedincome tax withholding) on the value of the Restricted Stock as the shares vest. The Executive acknowledges that he should consult with his tax advisor regarding the federal, state and remain vested from local income tax consequences of receiving the grant of Restricted Stock hereunder. In connection with this award of Restricted Stock, the Executive represents and after warrants to the Effective Date, in three cumulative installments Company as follows: (A1) the first installmentThe Restricted Stock to be acquired by Executive pursuant to this Agreement is acquired for Executive’s own account and not with a view to, consisting of one-third or intention of, distribution thereof in violation of the Shares Securities Act, or any applicable state securities laws, and the Restricted Stock shall not be disposed of in contravention of the Securities Act or any applicable state securities laws. (2) Executive is an officer of the Company, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Restricted Stock. Executive is an “accredited investor” as defined in Regulation D promulgated under the Securities Act. (3) To the extent that any of the Restricted Stock is not subject to each Awardan effective registration statement, shall become vested Executive is able to bear the economic risk of his investment in such Restricted Stock for an indefinite period of time and understands that such securities cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. (4) Executive has had an opportunity to ask questions and after receive answers concerning the first anniversary terms and conditions of the date of Restricted Stock and has had full access to such other information concerning the Award; (B) the second installment, consisting of an additional one-third of the Shares subject to each Award, shall become vested from and after the second anniversary of the date of the Award; and (C) the third installment, consisting of the remaining one-third of the Shares subject to each Award, shall become vested from and after the third anniversary of the date of the Award; (ii) the Shares, and any other shares of the Employer’s Common Stock held under prior or subsequent restricted stock Awards made to the Company as Executive by the Employer, shall become immediately vested in full and shall remain vested in the event of (A) a Change of Control (as defined herein), (B) a termination of the employment of the Executive by the Employer under this Agreement without Cause or (C) a termination of the employment of the Executive under this Agreement by the Executive for Good Reason; (iii) any unvested Shares shall revert to the Employer immediately in the event of (A) a termination of the employment of the Executive under this Agreement by the Employer for Cause or (B) a termination of the employment of the Executive under this Agreement by the Executive without Good Reason; and (iv) The Executive shall have the right by notice to the Employer to require that the Employer purchase from the Executive that number of vested shares of the Employer’s Common Stock at a price per share equal to the average closing price of the Employer’s Common Stock on the New York Stock Exchange for the 20 days preceding the Executive’s notice of purchase, as is necessary to provide the Executive with sufficient funds to pay applicable federal and state income taxes resulting from the vesting of Shares under the Award, subject to the prior approval by the Compensation Committee of the Employer’s Board of Directors of the price per share at the time of each such purchasehas requested.

Restricted Stock Award. The Employer agrees that the Executive shall receive, in accordance in all material respects with applicable policies Effective as of the Effective Date, the Employer relating to incentive compensation for the executive officers, an annual shall make a restricted stock award (each, an the “Award”) as to such number of 300,000 shares (the “Shares”) as may be fixed in the Board’s discretion based upon the performance of the Employer and Employer’s Common Stock to the contributions of the Executive to such performanceExecutive. Any such The Award shall be evidenced by a Restricted Stock Award Agreement between the Employer and the Executive in substantially the form thereof currently in use by the Employer. Each The Award and the Restricted Stock Award Agreement shall have the following other principal terms: (i) the Shares subject to each Award shall become vested, and remain vested from and after the Effective Date, in three cumulative installments as follows: (A) the first installment, consisting of one-third of the Shares subject to each AwardShares, shall become vested from and after the first anniversary of the date of the AwardEffective Date; (B) the second installment, consisting of an additional one-third of the Shares subject to each AwardShares, shall become vested from and after the second first anniversary of the date of the AwardEffective Date; and (C) the third installment, consisting of the remaining one-third of the Shares subject to each AwardShares, shall become vested from and after the third second anniversary of the date of the AwardEffective Date; (ii) the Shares, and any other shares of the Employer’s Common Stock held under prior or subsequent restricted stock Awards awards made to the Executive by the Employer, shall become immediately vested in full and shall remain vested in the event of (A) a Change of Control (as defined herein), (B) a termination of the employment of the Executive by the Employer under this Agreement without Cause or (C) a termination of the employment of the Executive under this Agreement by the Executive for Good Reason; (iii) any unvested Shares shall revert to the Employer immediately in the event of (A) a termination of the employment of the Executive under this Agreement by the Employer for Cause or (B) a termination of the employment of the Executive under this Agreement by the Executive without Good Reason, provided, however, commencing with January 1, 2008, the Executive’s service as Chairman of the Board of the Employer and not also as Chief Executive Officer of the Employer shall not be deemed the Executive’s termination of employment under this Agreement for other than Good Reason nor shall it entitle the Employer to terminate the employment of the Executive by the Employer for Cause; and (iv) The Executive shall have the right by notice to the Employer to require that the Employer purchase from the Executive that number of vested shares of the Employer’s Common Stock at a price per share equal to the average closing price of the Employer’s Common Stock on the New York Stock Exchange for the 20 days preceding the Executive’s notice of purchase, as is necessary to provide the Executive with sufficient funds to pay applicable federal and state income taxes resulting from the vesting of Shares under the Award, subject to the prior approval by the Compensation Committee of the Employer’s Board of Directors of the price per share at the time of each such purchase.

Restricted Stock Award. The Employer agrees that (a) Subject to the Executive terms and conditions of this Agreement, the Company shall receive, in accordance in all material respects with applicable policies of the Employer relating to incentive compensation for the executive officers, an annual restricted stock award (each, an “Award”) as to such number of shares (the “Shares”) as may be fixed in the Board’s discretion based upon the performance of the Employer and the contributions of the Executive to such performance. Any such Award shall be evidenced by grant Employee a Restricted Stock Award Agreement between in the Employer and amount of One Hundred Fifty Thousand (150,000) shares (the Executive in substantially "Restricted Stock") of common stock of the form thereof Company pursuant to the Company's Stock Incentive Plan (the "Plan") as currently in use by effect. The effective date of this grant shall be April 2, 2001. Initially, all such shares of Restricted Stock shall be Unvested Restricted Stock (as defined in the EmployerPlan). Each Award and As such, Executive shall have the benefit of the rights associated with the shares subject to the Restricted Stock Award Agreement as described in Section 10 of the Plan and shall have be bound by the following other principal terms: restrictions of transferability set forth therein. The shares of Unvested Restricted Stock shall become vested and no longer subject to a risk of forfeiture in accordance with the vesting schedule as shown on Schedule B. However, the entire amount of the Unvested Restricted Shares shall accelerate and become immediately vested: (i) the Shares subject to each Award shall become vested, and remain vested from and after the Effective Date, in three cumulative installments as follows: upon a sale or transfer of fifty percent (A50%) the first installment, consisting of one-third or more of the Shares subject then outstanding shares of capital stock of the Company (a "Change In Control Event"), provided, the Company's obligations with respect to each AwardExecutive's Restricted Stock are not continued or otherwise assumed on similar terms by the Company or any successor thereof: or (ii) following a Change In Control Event, shall become vested from and after on the first date of termination of Executive's employment by the Company or any successor thereof for any reason, provided such termination occurs prior to the one year anniversary of the date of the Award;Change In Control Event. (Bb) For the second installmentpurpose of addressing any tax withholding obligation that may arise in connection with the Restricted Stock Award, consisting the Company agrees to make available to Executive a loan of an additional one-third up to forty (40%) percent of the Shares subject to each Award, shall become vested from and after the second anniversary fair market value of the date of the Award; and (C) the third installment, consisting of the remaining one-third of the Shares subject to each Award, shall become vested from and after the third anniversary of the date of the Award; (ii) the Shares, and any other shares of the Employer’s Common Stock held under prior or subsequent restricted stock Awards made to the Executive grant as determined by the Employer, shall become immediately vested in full and shall remain vested in the event of (A) a Change of Control (as defined herein), (B) a termination of the employment of the Executive by the Employer under this Agreement without Cause or (C) a termination of the employment of the Executive under this Agreement by the Executive for Good Reason; (iii) any unvested Shares shall revert to the Employer immediately in the event of (A) a termination of the employment of the Executive under this Agreement by the Employer for Cause or (B) a termination of the employment of the Executive under this Agreement by the Executive without Good Reason; and (iv) The Executive shall have the right by notice to the Employer to require that the Employer purchase from the Executive that number of vested shares of the Employer’s Common Stock at a price per share equal to the average closing price of the Employer’s Common Stock on stock as of Friday, March 30, 2001. Any such loan shall be full recourse, shall bear interest at the New York Stock Exchange for commercial lending rate then being used by PNC Bank, N.A. and shall be secured by a pledge of the 20 days preceding the Executive’s notice of purchase, as is necessary to provide the Executive with sufficient funds to pay applicable federal and state income taxes resulting from the vesting of Shares under the Award, shares subject to the prior approval Restricted Stock Award. The principal amount of the loan shall be due and payable no later than December 31, 2003 or, in the event that Executive's employment is terminated by the Compensation Committee Company for any reason, on the date of termination of Executive's employment with the Company, and the Company may reduce the Severance Benefit owed to Employee by an amount sufficient to satisfy this payment. No less than forty (40%) of any gross proceeds realized by Executive from the sale of any shares of stock granted pursuant to the Restricted Stock Award shall be applied by Executive toward the principal of the Employer’s Board of Directors of loan. The interest on the price per share loan will be paid by Executive at the time end of each such purchaseevery quarter beginning on June 30, 2001.

Restricted Stock Award. The Employer agrees that (A) At the Effective Time the Company shall sell to Executive shall receive, in accordance in all material respects with applicable policies 75,000 restricted shares of Common Stock of the Employer relating to incentive compensation for the executive officers, an annual restricted stock award (each, an “Award”) as to such number of shares Company (the “Shares”) as may be fixed in the Board’s discretion based upon the performance of the Employer and the contributions of the Executive "Restricted Stock"). The agreement pursuant to such performance. Any such Award shall be evidenced by a Restricted Stock Award Agreement between the Employer and the Executive in substantially the form thereof currently in use by the Employer. Each Award and which the Restricted Stock Award Agreement is awarded shall have provide that the following other principal terms: Restricted Stock shall become nonforfeitable ("vest") with respect to one fifth of such shares on each of the anniversaries of the Effective Time; provided that Executive is employed by the Company on each such vesting date. Furthermore, the agreement shall provide that the Restricted Stock shall fully vest (i) the Shares subject to each Award shall become vested, and remain vested from and after the Effective Date, on a termination of Executive's employment for any reason following a Change in three cumulative installments Control (as follows: (A) the first installment, consisting of one-third of the Shares subject to each Award, shall become vested from and after the first anniversary of the date of the Award; (B) the second installment, consisting of an additional one-third of the Shares subject to each Award, shall become vested from and after the second anniversary of the date of the Awarddefined herein); and (C) the third installment, consisting of the remaining one-third of the Shares subject to each Award, shall become vested from and after the third anniversary of the date of the Award; (ii) the Shares, and any other shares upon Executive's death or termination of the Employer’s Common Stock held under prior or subsequent restricted stock Awards made to the Executive employment by the Employer, shall become immediately vested in full and shall remain vested in the event of (A) a Change of Control Company due to Disability (as defined herein), (Biii) if Executive terminates his employment for Good Reason (as defined herein), or (iv) if Executive's employment is terminated by the Company without Cause (as defined herein). The agreement shall also provide that upon a termination of the employment of the Executive by the Employer under this Agreement without Cause or (C) a termination of the employment of the Executive under this Agreement by the Executive for Good Reason; (iii) any unvested Shares shall revert to the Employer immediately in the event of (A) a termination of the employment of the Executive under this Agreement by the Employer Company for Cause or (B) a voluntary termination of the employment of the Executive under this Agreement by the Executive without Good Reason; and (iv) The Executive , the Company shall have the right by notice be obligated to the Employer to require that the Employer purchase from the Executive that number of vested and Executive shall be obligated to sell to the Company any unvested shares of Restricted Stock for the Employer’s lesser of: (i) the Purchase Price and (ii) the fair market value of the Common Stock on the date the Executive's employment terminates. (B) The total purchase price for the Restricted Stock is [$ __________](1) (the "Purchase Price"). The Purchase Price shall be evidenced by the Executive's full recourse promissory note (the "Note") maturing on the fifth anniversary of its issue date, bearing interest at the rate specified in the Note (the "Note Obligations"). The Note shall provide that upon the earliest to occur of: (i) the full satisfaction of any and all Note Obligations, (ii) the fifth anniversary of the issue date, if the Executive is employed by the Company on such date or (iii) the termination of the Executive's employment with the Company: (w) for any reason following a price Change in Control (as defined herein); (x) by the Company without Cause (as defined herein); (y) by the Executive for Good Reason (as defined herein) or (z) due to the Executive's death or Disability (as defined herein), the Note and any security interest created thereby shall terminate and the Executive shall have no obligations under the Note. The Company shall pay the Executive the additional amount necessary to provide the Executive with a full gross up (the "Gross Up Payment") for any federal, state or local income taxes or employment taxes (including any of the foregoing taxes imposed on or attributable to the Gross Up Payment) due at the time his obligations under the Note terminate. ______________ (1) The Purchase Price per share equal to of Restricted Stock will be the average closing price of the Employer’s opening and closing prices of the Common Stock of the Company on the first day of trading of the Common Stock on the New York Stock Exchange for the 20 days preceding the Executive’s notice of purchase, as is necessary to provide the Executive with sufficient funds to pay applicable federal and state income taxes resulting from the vesting of Shares under the Award, subject to the prior approval by the Compensation Committee of the Employer’s Board of Directors of the price per share at the time of each such purchaseExchange.

Restricted Stock Award. The Employer agrees Company has awarded to Executive ---------------------- (the "Award") One and Five Hundred and Three One Thousandths (1.503) shares of the Company's Class C Non-Voting Common Stock, par value $.01 per share (the "Award Shares"). The Award was effective as of January 25, 1999 (the "Award Date") and shall be subject to terms and conditions of this Section 5.10. (a) The Company and Executive agree that as of the Award Date, the value of the Award Stock was Two Hundred Twenty-Five Thousand Dollars ($225,000). The Company and Executive shall receiveuse reasonable efforts to take accounting and tax positions consistent with such valuation. Executive has made an election, in accordance in all material respects with applicable policies the form attached hereto as Exhibit A, to have the Award Shares taxed under the provisions of (S)83(b) of the Employer relating to incentive compensation Internal Revenue Code. (b) Executive shall be responsible for the executive officers, an annual restricted stock award (each, an “payment of any withholding tax requirement arising from the Award”) as . The amount of withholding tax required with respect to such number of shares the Award (the “Shares”"Withholding Amount") as may shall be fixed in determined by the Board’s discretion based upon the performance Treasurer or other appropriate officer of the Employer Company, and Executive shall furnish such information and make such representations as such officer requires to make such determination. The Company shall notify Executive of the contributions Withholding Amount and Executive shall pay such Withholding Amount to the Company, either in cash, by certified cashier's check, or by delivery to the Company of a full recourse promissory note of the Executive in form and substance acceptable to such performancethe Company. The Company shall remit the Withholding Amount to the appropriate taxing authority or authorities. (c) The Award Stock shall incrementally vest during the Term of Employment pursuant to the following schedule: Twenty-five percent (25%) of the Award Shares vested on January 25, 1999, and the remaining Award Shares shall vest in equal portions on the last day of each calendar month beginning February 28, 1999, through and including December 31, 2001. (d) Upon a Change of Control, all of Executive's unvested Award Stock shall immediately become fully vested. (e) During the Term of Employment, and so long as the Company has never had a class of equity security (other than a class of equity security that is preferred as to the payment of dividends or upon liquidation of the Company) registered under the Securities Act of 1933, as amended, Executive may not Transfer any Award Stock, except that Executive may (i) pledge shares of Award Stock to the Company, or (ii) if the Company so agrees, sell vested Award Stock to the Company for its then-current Fair Market Value in accordance with the provisions of Section 5.12(a) hereof. Any Transfer or attempted Transfer of any Award Stock in violation of this Section 5.10(e) shall be null and void, and the Company shall not record such Transfer on its books or treat any purported transferee of such Award shall Stock as the owner of such securities for any purpose. (f) Upon termination of Executive's employment hereunder, and so long as the Company has never had a class of equity security (other than a class of equity security that is preferred as to the payment of dividends or upon liquidation of the Company) registered under the Securities Act of 1933, as amended, the Company may, at its sole option and in accordance with the provisions of Section 5.12(b) hereof, elect to purchase from Executive all but not less than all of the vested Award Stock held by Executive for its then- current Fair Market Value. (g) Upon termination of Executive's employment hereunder, the Company may repurchase from Executive any unvested Award Stock for the value of such unvested Award Stock as set forth in the election under (S)83(b) of the Internal Revenue Code referred to in Section 5.10(a) hereof. (h) Executive hereby acknowledges that the Award Stock has not been registered under the Securities Act of 1933, as amended, and accordingly, such Award Stock may be evidenced by a Restricted subject to certain transfer restrictions (in addition to the transfer restrictions on Award Stock set forth in Section 5.10(e) hereof). The certificate(s) representing such Award Agreement between the Employer and the Executive in substantially the form thereof currently in use by the Employer. Each Award and the Restricted Stock Award Agreement shall have will bear the following other principal terms:legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY ALSO BE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS, AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EMPLOYMENT AGREEMENT BETWEEN THE COMPANY AND THE SIGNATORY THERETO DATED AS OF JANUARY 1, 1999. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE. (i) Executive (i) agrees, if requested by the Company and the managing underwriter(s) for the Company's initial public offering, not to sell or otherwise transfer or dispose of any Award Stock or Option Shares subject held by him for up to each Award shall become vested, and remain vested from and after 180 days following the Effective Date, in three cumulative installments as follows: (A) the first installment, consisting of one-third of the Shares subject to each Award, shall become vested from and after the first anniversary of the effective date of the Award; (B) the second installment, consisting of an additional one-third of the Shares subject a registration statement relating to each Award, shall become vested from such offering; and after the second anniversary of the date of the Award; and (C) the third installment, consisting of the remaining one-third of the Shares subject to each Award, shall become vested from and after the third anniversary of the date of the Award; (ii) acknowledges that the SharesCompany may impose stop transfer restrictions on any such Award Stock or Option Shares held by Executive as a means of enforcing the provisions hereof regardless of whether Executive executes a "lock-up" agreement reflecting the terms hereof; provided, and any other shares -------- however, that the foregoing provisions of this Section 5.10(i) shall only be ------- applicable to the extent that, with respect to such registration, (i) the executive officers of the Employer’s Common Stock held under prior or subsequent restricted stock Awards made to the Executive by the Employer, shall become immediately vested in full and shall remain vested in the event of (A) a Change of Control (as defined herein)Company, (Bii) a termination all directors of the employment of the Executive by the Employer under this Agreement without Cause or (C) a termination of the employment of the Executive under this Agreement by the Executive for Good Reason; Company and (iii) any unvested Shares shall revert to the Employer immediately in the event all holders of (A) a termination greater than 2% of the employment capital stock of the Executive under this Agreement by the Employer for Cause or (B) Company on a termination fully- diluted basis enter into similar "lock-up" agreements of the employment of the Executive under this Agreement by the Executive without Good Reason; and (iv) The Executive shall have the right by notice equal duration to the Employer to require that the Employer purchase from the Executive that number of vested shares of the Employer’s Common Stock at a price per share equal to the average closing price of the Employer’s Common Stock imposed on the New York Stock Exchange for the 20 days preceding the Executive’s notice of purchase, as is necessary to provide the Executive with sufficient funds to pay applicable federal and state income taxes resulting from the vesting of Shares under the Award, subject to the prior approval by the Compensation Committee of the Employer’s Board of Directors of the price per share at the time of each such purchase.

Restricted Stock Award. The Employer agrees that (a) On the Executive Start Date, Employee shall receive, in accordance in all material respects with applicable policies be granted 10,000 shares of the Employer relating Holding Company's common stock subject to incentive compensation for the executive officers, an annual restricted stock award certain restrictions described below (each, an “Award”) as to such number of shares (the “Shares”) as may be fixed in the Board’s discretion based upon the performance of the Employer and the contributions of the Executive to such performance. Any such Award shall be evidenced by a "Restricted Stock Award Agreement between the Employer and the Executive in substantially the form thereof currently in use by the EmployerAward"). Each Award and Shares of the Restricted Stock Award Agreement which have not vested ("Restricted Stock") may not be sold, assigned, transferred, pledged or otherwise encumbered by the Employee . Except as provided in Section 10(d) and elsewhere in this Agreement, the Employee as owner of Restricted Stock shall have all the following other principal terms:rights of a stockholder, including the right to vote the shares. (b) The Restricted Stock Award shall vest in equal 20% installments on each of the first five anniversaries of the Start Date. Upon each such anniversary date, the restrictions on such vested portion of the Restricted Stock Award shall lapse and a stock certificate evidencing such vested portion shall be issued to Employee, free of the Restrictive Legend (defined below). Notwithstanding the foregoing, any Restricted Stock shall become fully vested and the restrictions on such shares shall lapse upon (i) the Shares subject to each Award shall become vested, and remain vested from and after the Effective Date, a change in three cumulative installments as follows: (A) the first installment, consisting of one-third of the Shares subject to each Award, shall become vested from and after the first anniversary of the date of the Award; (B) the second installment, consisting of an additional one-third of the Shares subject to each Award, shall become vested from and after the second anniversary of the date of the Award; and (C) the third installment, consisting of the remaining one-third of the Shares subject to each Award, shall become vested from and after the third anniversary of the date of the Award; control or (ii) the Sharestermination of Employee's employment with the Bank pursuant to any event enumerated in subsection (a) or subsection (b) of Section 2 hereof. (c) Except as provided in Section 10(b) hereof, if Employee's employment with the Bank terminates for any reason, all Restricted Stock (and dividends and distributions thereon) theretofore awarded to Employee, and any other shares of the Employer’s Common Stock held under prior or subsequent restricted stock Awards made to the Executive by the Employer, shall become immediately vested in full and shall remain vested in the event of (A) a Change of Control (as defined herein), (B) a termination of the employment of the Executive by the Employer under this Agreement without Cause or (C) a termination of the employment of the Executive under this Agreement by the Executive for Good Reason; (iii) any unvested Shares shall revert to the Employer immediately in the event of (A) a termination of the employment of the Executive under this Agreement by the Employer for Cause or (B) a termination of the employment of the Executive under this Agreement by the Executive without Good Reason; and (iv) The Executive shall have the right by notice to the Employer to require that the Employer purchase from the Executive that number of vested shares of the Employer’s Common Stock at a price per share equal to the average closing price of the Employer’s Common Stock on the New York Stock Exchange for the 20 days preceding the Executive’s notice of purchase, as is necessary to provide the Executive with sufficient funds to pay applicable federal and state income taxes resulting from the vesting of Shares under the Award, subject to the prior approval by the Compensation Committee of the Employer’s Board of Directors of the price per share which at the time of each such purchasetermination of employment have not vested, shall upon such termination of employment be forfeited and returned to the Holding Company. (d) The payment to the Employee of cash dividends declared or paid on such Restricted Stock by the Holding Company shall be deferred until the lapsing of any restrictions imposed under paragraph (a) of this Section 10. Such deferred dividends shall be held by the Holding Company for the account of the Employee. Payment of deferred dividends (without interest) shall be made at the same time as the shares of Restricted Stock with respect to which they were paid vest under Section 10(b). Any shares of Common Stock paid as a stock dividend or distribution with respect to any Restricted Stock shall also become Restricted Stock subject to the terms of this Section 10 and shall vest at the same time as the shares of Restricted Stock with respect to which they were issued vest under Section 10(b). (e) Upon the termination of any vesting of any Restricted Stock (or at any such earlier time, if any, that an election is made by the Employee under Section 83(b) of the Code, or any successor provision thereto, to include the value of such shares in taxable income), the Bank may withhold from any payment or distribution made under this Agreement sufficient shares or may withhold or cause to be paid by Employee sufficient cash to cover any applicable withholding and employment taxes. No discretion or choice shall be conferred upon Employee with respect to the form, timing or method of any such tax withholding. (f) Each certificate representing Restricted Stock shall be registered in the name of the Employee and deposited by the Employee, together with a stock power endorsed in blank, with the Bank pending the vesting of such shares, and shall bear the following (or a similar) restricted legend (the "Restrictive Legend"): The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) contained in an Agreement between the holder and Nazareth National Bank & Trust Company, a copy of which is on file with the Secretary of Nazareth National Bank & Trust Company, 76 South Main Street, Nazareth, Xxxxxxxxxxxx 00000. Xx xxx xxxxxx xxxxxx xx Xestricted Stock have not been registered under the federal and state securities laws or an exemption is otherwise unavailable, the certificates for the Restricted Stock shall bear the following securities legend: The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, or under applicable state securities laws. The shares have been acquired for investment and may not be offered, sold, transferred, pledged or otherwise disposed of without an effective registration statement under the Securities Act of 1933, as amended, and under any applicable state securities laws or an opinion of counsel acceptable to the Corporation that the proposed transaction will be exempt from such registration. The foregoing legend shall be removed upon registration of the Restricted Stock under the Securities Act of 1933, as amended, and under any applicable state laws or upon receipt of any opinion of counsel acceptable to the Holding Company that said registration is no longer required.

Restricted Stock Award. The Employer agrees that Notwithstanding anything in the Executive Separation Agreement to the contrary, (i) all restrictions on Executive's First Set of Restricted Stock (as defined in the Separation Agreement) have lapsed as of the Effective Date, (ii) the Second Set of Restricted Stock (as defined in the Separation Agreement) has been forfeited to the Company effective November 29, 2001, and (iii) the restrictions on the Third Set of Restricted Stock (as defined in the Separation Agreement) shall receive, lapse in accordance in all material respects with applicable policies the terms of the Employer relating to incentive compensation for the executive officers, an annual restricted stock award (each, an “Award”) as to such number of shares (the “Shares”) as may be fixed in the Board’s discretion based upon the performance of the Employer and the contributions of the Executive to such performance. Any such Award shall be evidenced by a applicable Restricted Stock Award Agreement between Agreement. Further, in connection with the Employer Executive's employment and appointment hereunder, the Executive in substantially the form thereof currently in use by the Employer. Each Award and the Restricted Stock Award Agreement shall have is also hereby be granted the following other principal termsadditional restricted shares of the Company's common stock: (i) the Shares subject to each Award shall become vested, and remain vested from and after On the Effective Date, in three cumulative installments as follows: (A) the first installment, consisting of one-third Executive shall be awarded 24,088 shares of the Shares subject Company's common stock, provided, however, that such award of stock shall include a restriction prohibiting the sale, transfer, pledge, assignment or other encumbrance of such shares prior to each Awardthe earlier of October 1, shall become vested from and after the first anniversary 2003 or a change in control of the date Company (as defined in the 1997 Plan) ("Change in Control"), and, provided further, that such restricted stock shall be forfeited to the Company in the event the Executive's employment with the Company terminates prior to the earlier of October 1, 2003 or a Change in Control for any reason other than (i) termination by the Award; Company without cause, or (Bii) the second installment, consisting of an additional one-third of the Shares subject termination due to each Award, shall become vested from and after the second anniversary of the date of the Award; and (C) the third installment, consisting of the remaining one-third of the Shares subject to each Award, shall become vested from and after the third anniversary of the date of the Award;death or disability. (ii) the SharesOn October 1, and any other 2002, Executive shall be awarded that number of shares of the Employer’s Common Stock held under Company's common stock equal in value to $346,667; provided, however, that such award of stock shall include a restriction prohibiting the sale, transfer, pledge, assignment or other encumbrance prior to the earlier of October 1, 2005 or subsequent a Change in Control, and, provided further, that such restricted stock Awards made shall be forfeited to the Executive by the Employer, shall become immediately vested in full and shall remain vested Company in the event the Executive's employment with the Company terminates prior to the earlier of (A) October 1, 2005 or a Change of in Control for any reason other than (as defined herein), (Bi) a termination of the employment of the Executive by the Employer under this Agreement Company without Cause cause, or (Cii) a termination due to death or disability. The terms and conditions of the employment of the Executive under this Agreement by the Executive for Good Reason; (iii) any unvested Shares such new restricted stock awards shall revert be substantially similar to the Employer immediately in the event terms and conditions of (A) a termination of the employment of the Executive under this Agreement by the Employer for Cause or (B) a termination of the employment of the Executive under this Agreement by the Executive without Good Reason; and (iv) The Executive shall have the right by notice to the Employer to require that the Employer purchase from the Executive that number of vested shares of the Employer’s Common Stock at a price per share equal to the average closing price of the Employer’s Common Stock on the New York Stock Exchange for the 20 days preceding the Executive’s notice of purchase, as is necessary to provide the Executive with sufficient funds to pay applicable federal and state income taxes resulting from the vesting of Shares under the Award, subject to the prior approval by the Compensation Committee of the Employer’s Board of Directors of the price per share at the time of each such purchaseprevious restricted stock award grants.