Common use of Restricted Stock Awards Clause in Contracts

Restricted Stock Awards. 9.1. Restricted Stock awards under this Plan shall consist of Shares that are restricted against transfer, subject to forfeiture, and subject to such other terms and conditions as may be determined by the Committee. Such terms and conditions may provide, in the discretion of the Committee, for the lapse of forfeiture and transfer restrictions to be contingent upon the achievement of one or more specified Performance Goals. 9.2. Restricted Stock awards under this Plan shall be evidenced by Agreements specifying the terms and conditions of the Award. Each Agreement evidencing an Award of Restricted Stock shall contain the following: (a) prohibitions against the sale, assignment, transfer, exchange, pledge, hypothecation, or other encumbrance of (i) the Shares awarded as Restricted Stock under this Plan, (ii) the right to vote the Shares, and (iii) the right to receive dividends thereon, in each case during the restriction period applicable to the Shares; provided, however, that the Grantee shall have all the other rights of a stockholder including without limitation the right to receive dividends and the right to vote the Shares; (b) a requirement that each certificate representing Shares of Restricted Stock shall be deposited with the Company, or its designee, and shall bear the following legend: "This certificate and the shares of stock represented hereby are subject to the terms and conditions (including the risks of forfeiture and restrictions against transfer) contained in the Talk America Holdings, Inc. 2001 Non-Officer Long-Term Incentive Plan, and an Agreement entered into between the registered owner and Talk America Holdings, Inc. Release from such terms and conditions shall be made only in accordance with the provisions of this Plan and the Agreement, a copy of each of which is on file in the office of the Secretary of Talk America Holdings, Inc."; and (c) the terms and conditions upon which any restrictions applicable to Shares of Restricted Stock shall lapse and new certificates free of the foregoing legend shall be issued to the Grantee or his or her legal representative. 9.3. The Committee may include in any Agreement awarding Restricted Stock a requirement that, in the event of a Grantee's termination of employment for any reason prior to the lapse of restrictions, all Shares of Restricted Stock shall be forfeited by the Grantee to the Company without payment of any consideration by the Company and neither the Grantee nor any successors, heirs, assigns or personal representatives of the Grantee shall thereafter have any further rights or interest in the Shares or certificates.

Restricted Stock Awards. 9.1. Restricted Stock awards under this the Plan shall consist of Shares shares of Common Stock granted to an Employee that are restricted against transfer, subject to forfeiture, and subject to such other terms and conditions intended to further the purpose of the Plan as may be determined by the Committee. Such terms and conditions may provide, in the discretion of the Committee, for the lapse of forfeiture and transfer restrictions to be contingent upon the achievement of one or more specified Performance Goals. 9.2. Restricted Stock awards under this Plan shall be evidenced by Agreements specifying containing provisions setting forth the terms and conditions of the Awardgoverning such awards. Each such Agreement evidencing an Award of Restricted Stock shall must contain the following: (a) prohibitions against the sale, assignment, transfer, exchange, pledge, hypothecation, or other encumbrance of (i) the Shares shares awarded as Restricted Stock under this PlanStock, (ii) the right to vote the Sharessuch shares, and (iii) the right to receive dividends thereon, in each case thereon during the restriction period applicable to the Sharessuch shares; provided, however, that the Grantee Optionee shall have all the other rights of a stockholder including without limitation including, but not limited to, the right to receive dividends and the right to vote the Sharessuch shares; b) at least one term, condition, or restriction constituting a "substantial risk of forfeitures" as defined in Section 83(c) of the Code; c) such other terms, conditions, and restrictions as the Committee in its discretion chooses to apply to the stock (bincluding, without limitation) provisions creating additional substantial risks of forfeiture); d) a requirement that each certificate representing Shares shares of Restricted Stock shall be deposited with the Company, or its designee, and shall bear the following legend: "This certificate and the shares of stock represented hereby are subject to the terms and conditions (including the risks of forfeiture and restrictions against transfer) contained in the Talk America Holdings, Inc. 2001 Non-Officer Long-Term Union Planters Corporation 1992 Stock Incentive Plan, Plan and an Agreement entered into between the registered owner and Talk America Holdings, Inc. Union Planters Corporation. Release from such terms and conditions shall be made only in accordance with the provisions of this the Plan and the Agreement, a copy of each of which is on file in the office of the Secretary Treasurer of Talk America Holdings, Inc."; and (c) the terms and conditions upon which any restrictions applicable to Shares of Restricted Stock shall lapse and new certificates free of the foregoing legend shall be issued to the Grantee or his or her legal representativeUnion Planters Corporation. 9.3. The Committee may include in any Agreement awarding Restricted Stock a requirement that, in the event of a Grantee's termination of employment for any reason prior to the lapse of restrictions, all Shares of Restricted Stock shall be forfeited by the Grantee to the Company without payment of any consideration by the Company and neither the Grantee nor any successors, heirs, assigns or personal representatives of the Grantee shall thereafter have any further rights or interest in the Shares or certificates.

Restricted Stock Awards. 9.1. 11.1 The Committee is hereby authorized to award Shares of Restricted Stock to Employees and Directors. 11.2 Restricted Stock awards under this the Plan shall will consist of Shares that are restricted against transfer, subject to forfeiture, and subject to such other terms and conditions intended to further the purposes of the Plan as may be determined by the Committee. Such The terms and conditions may provide, in the discretion of the Committee, for the lapse vesting of forfeiture and transfer restrictions such awards to be contingent upon the achievement of one or more specified Performance Goals. 9.2. 11.3 Restricted Stock awards under this Plan shall will be evidenced by Agreements specifying containing provisions setting forth the terms and conditions of the Awardgoverning such awards. Each Agreement evidencing an Award of Restricted Stock shall such agreement will contain the following: (a) prohibitions against the sale, assignment, transfer, exchange, pledge, hypothecation, or other encumbrance of (i) the Shares awarded as Restricted Stock under this the Plan, (ii) the right to vote the Shares, and or (iii) the right to receive dividends thereon, thereon in each case during the restriction period applicable to the Shares; provided, however, that the Grantee shall will have all the other rights of a stockholder including without limitation shareholder including, but not limited to, the right to receive dividends and the right to vote the Shares; (b) at least one term, condition or restriction constituting a “substantial risk of forfeiture” as defined in Section 83(c) of the Code; (c) such other terms, conditions and restrictions as the Committee in its discretion may specify (including, without limitation, provisions creating additional substantial risks of forfeiture); (d) a requirement that each certificate or other evidence of ownership representing Shares of Restricted Stock shall must be deposited with the Company, or its designee, and shall will bear the following legend: "“This certificate or other evidence of ownership and the shares of stock represented hereby are subject to the terms and conditions (including the risks of forfeiture and restrictions against transfer) contained in the Talk America Holdings, Inc. 2001 Non-Officer THE KROGER CO. 2014 Long-Term Incentive Plan, and Cash Bonus Plan and an Agreement entered into between the registered owner and Talk America Holdings, Inc. The Kroger Co. Release from such terms and conditions shall will be made only in accordance with the provisions of this the Plan and the Agreement, a copy of each of which is on file in the office of the Secretary of Talk America HoldingsThe Kroger Co. (e) the applicable period or periods of any terms, Inc."conditions or restrictions applicable to the Restricted Stock, provided, however, that the Committee in its discretion may accelerate the expiration of the applicable restriction period with respect to any part or all of the Shares awarded to a Grantee; and (cf) the terms and conditions upon which any restrictions applicable to upon Shares of Restricted Stock shall awarded under the Plan will lapse and new certificates free of the foregoing legend shall will be issued to the Grantee or his or her legal representative. 9.3. 11.4 The Committee may include in any an Agreement awarding Restricted Stock a requirement that, that in the event of a Grantee's ’s termination of employment for any reason prior to the lapse of restrictions, all Shares of Restricted Stock shall will be forfeited by the Grantee to the Company without payment of any consideration by the Company Company, and neither the Grantee nor any successors, heirs, assigns or personal representatives of the Grantee shall will thereafter have any further rights or interest in the Shares or certificates. 11.5 The maximum number of Shares of Restricted Stock that may be awarded to any Employee or Director under this Plan during its term is 3,750,000 Shares.

Restricted Stock Awards. 9.1. (a) The Committee is hereby authorized to award Shares of Restricted Stock to Director-employees and Employees. (b) Restricted Stock awards under this the Plan shall consist of Shares that are restricted against transfer, subject to forfeiture, and subject to such other terms and conditions intended to further the purposes of the Plan as may be determined by the Committee. Such terms and conditions may provide, in the discretion of the Committee, for the lapse of forfeiture and transfer restrictions to be contingent upon the achievement of one or more specified Performance Goals. 9.2. (c) Restricted Stock awards under this Plan shall be evidenced by Agreements specifying containing provisions setting forth the terms and conditions of the Awardgoverning such awards. Each such Agreement evidencing an Award of Restricted Stock shall contain the following: (ai) prohibitions against the sale, assignment, transfer, exchange, pledge, hypothecation, or other encumbrance of (iA) the Shares awarded as Restricted Stock under this the Plan, (iiB) the right to vote the Shares, and (iiiC) the right to receive dividends thereon, thereon in each case during the restriction period applicable to the Shares; provided, however, that the Grantee shall have all the other rights of a stockholder including without limitation shareholder including, but not limited to, the right to receive dividends and the right to vote the Shares; (bii) such other terms, conditions and restrictions as the Committee in its discretion may choose to apply to the Shares (including, without limitation, provisions creating additional substantial risks of forfeiture); (iii) a requirement that each certificate representing Shares of Restricted Stock shall be deposited with the Company, or its designee, and shall bear the following legend: "This certificate and the shares of stock represented hereby are subject to the terms and conditions (including the risks of forfeiture and restrictions against transfer) contained in the Talk America HoldingsInfluence, Inc. 2001 Non-Officer Long-Term Incentive Plan, Stock Option Plan and an Agreement entered into between the registered owner and Talk America HoldingsInfluence, Inc. Release from such terms and conditions shall be made only in accordance with the provisions of this the Plan and the Agreement, a copy of each of which is on file in the office of the Secretary of Talk America HoldingsInfluence, Inc." (iv) the applicable period or periods of any terms, conditions or restrictions applicable to the Restricted Stock, provided, however, that the Committee in its discretion may accelerate the expiration of the applicable restriction period with respect to any part or all of the Shares awarded to a Grantee; and (cv) the terms and conditions upon which any restrictions applicable to upon Shares of Restricted Stock awarded under the Plan shall lapse and new certificates free of the foregoing legend shall be issued to the Grantee or his or her legal representative. 9.3. (d) The Committee may include in any Agreement awarding Restricted Stock an Agreement, a requirement that, that in the event of a Grantee's termination of employment for any reason prior to the lapse of restrictions, all Shares of Restricted Stock shall be forfeited by the Grantee to the Company without payment of any consideration by the Company Company, and neither the Grantee nor any successors, heirs, assigns or personal representatives of the Grantee shall thereafter have any further rights or interest in the Shares or certificates.

Restricted Stock Awards. 9.1. 9.1 Restricted Stock awards under this the Plan shall consist of Shares that are restricted against transfer, subject to forfeiture, and subject to such other terms and conditions intended to further the purposes of the Plan as may be determined by the Committee. Such terms and conditions may provide, in the discretion of the Committee, for the lapse vesting of forfeiture and transfer restrictions such awards to be contingent upon the achievement of one or more specified Performance GoalsGoals or upon a Change in Control. 9.2. 9.2 Restricted Stock awards under this the Plan shall be evidenced by Agreements specifying the terms and conditions of the Award. Each Agreement evidencing an Award award of Restricted Stock shall contain the following: (a) prohibitions against the sale, assignment, transfer, exchange, pledge, hypothecation, or other encumbrance of (iA) the Shares awarded as Restricted Stock under this the Plan, (iiB) the right to vote the Shares, to the extent such Shares have voting rights, and (iiiC) the right to receive dividends thereon, in each case during the restriction period applicable to the Shares; : provided, . however, that the Grantee shall have all the other rights of a stockholder including without limitation including, but not limited to, the right to receive dividends and the right to vote the Shares, to the extent such Shares have voting rights; (b) a requirement that each certificate representing Shares of Restricted Stock shall be deposited with the CompanyCorporation, or its designee, and shall bear the following legend: "This certificate and the shares of stock represented hereby are subject to the terms and conditions (including the risks of forfeiture and restrictions against transfer) contained in the Talk America HoldingsIT Partners, Inc. 2001 Non-Officer Inc., Amended 1997 Long-Term Incentive Plan, and an Agreement entered into between the registered owner and Talk America HoldingsIT Partners, Inc. Release from such terms and conditions shall be made only in accordance with the provisions of this the Plan and the Agreement, a copy of each of which is his on file in the office of the Secretary of Talk America HoldingsIT Partners, Inc."; and (c) the terms and conditions upon which any restrictions applicable to Shares of Restricted Stock shall lapse and new certificates free of the foregoing legend legend, but subject to any restrictions contained in the Restricted Stock and Nonqualified Stock Option Agreement, shall be issued to the Grantee or his or her legal representative.; and 9.3. The (d) such other terms, conditions and restrictions as the Committee in its discretion may include in any Agreement awarding Restricted Stock a requirement thatspecify including, in the event of a Grantee's termination of employment for any reason prior to without limitation, terms that condition the lapse of restrictions, all Shares forfeiture and transfer restrictions upon the achievement of Restricted Stock shall be forfeited by the Grantee to the Company without payment of any consideration by the Company and neither the Grantee nor any successors, heirs, assigns or personal representatives of the Grantee shall thereafter have any further rights or interest in the Shares or certificatesPerformance Goals.

Restricted Stock Awards. 9.1. Restricted Stock awards under this Plan shall consist of Shares that are restricted against transfer, subject to forfeiture, and subject to such other terms and conditions as may be determined by the Committee. Such terms and conditions may provide, in the discretion of the Committee, for the lapse of forfeiture and transfer restrictions to be contingent upon the achievement of one or more specified Performance Goals. 9.2. Restricted Stock awards under this Plan shall be evidenced by Agreements specifying the terms and conditions of the Award. Each Agreement evidencing an Award of Restricted Stock shall contain the following: (a) prohibitions against the sale, assignment, transfer, exchange, pledge, hypothecation, or other encumbrance of (i) the Shares awarded as Restricted Stock under this Plan, (ii) the right to vote the Shares, and (iii) the right to receive dividends thereon, in each case during the restriction period applicable to the Shares; provided, however, that the Grantee shall have all the other rights of a stockholder including without limitation the right to receive dividends and the right to vote the Shares; (b) a requirement that each certificate representing Shares of Restricted Stock shall be deposited with the Company, or its designee, and shall bear the following legend: "This certificate and the shares of stock represented hereby are subject to the terms and conditions (including the risks of forfeiture and restrictions against transfer) contained in the Talk America HoldingsInfluence, Inc. 2001 Non-Officer 1998 Long-Term Incentive Plan, and an Agreement entered into between the registered owner and Talk America HoldingsInfluence, Inc. Release from such terms and conditions shall be made only in accordance with the provisions of this Plan and the Agreement, a copy of each of which is on file in the office of the Secretary of Talk America HoldingsInfluence, Inc."; and (c) the terms and conditions upon which any restrictions applicable to Shares of Restricted Stock shall lapse and new certificates free of the foregoing legend shall be issued to the Grantee or his or her legal representative. 9.3. The Committee may include in any Agreement awarding Restricted Stock a requirement that, in the event of a Grantee's termination of employment for any reason prior to the lapse of restrictions, all Shares of Restricted Stock shall be forfeited by the Grantee to the Company without payment of any consideration by the Company and neither the Grantee nor any successors, heirs, assigns or personal representatives of the Grantee shall thereafter have any further rights or interest in the Shares or certificates.

Restricted Stock Awards. 9.1. Restricted Stock awards under this the Plan shall consist of Shares shares of Common Stock granted to an Employee that are restricted against transfer, subject to forfeiture, and subject to such other terms and conditions intended to further the purpose of the Plan as may be determined by the Committee. Such terms and conditions may provide, in the discretion of the Committee, for the lapse of forfeiture and transfer restrictions to be contingent upon the achievement of one or more specified Performance Goals. 9.2. Restricted Stock awards under this Plan shall be evidenced by Agreements specifying containing provisions setting forth the terms and conditions of the Awardgoverning such awards. Each such Agreement evidencing an Award of Restricted Stock shall must contain the following: (a) prohibitions against the sale, assignment, transfer, exchange, pledge, hypothecation, or other encumbrance of (i) the Shares shares awarded as Restricted Stock under this PlanStock, (ii) the right to vote the Sharessuch shares, and (iii) the right to receive dividends thereon, in each case thereon during the restriction period applicable to the Sharessuch shares; provided, however, that the Grantee Optionee shall have all the other rights of a stockholder including without limitation including, but not limited to, the right to receive dividends and the right to vote the Sharessuch shares; b) at least one term, condition, or restriction constituting a "substantial risk of forfeitures" as defined in Section 83(c) of the Code; c) such other terms, conditions, and restrictions as the Committee in its discretion chooses to apply to the stock (bincluding, without limitation) provisions creating additional substantial risks of forfeiture); d) a requirement that each certificate representing Shares shares of Restricted Stock shall be deposited with the Company, or its designee, and shall bear the following legend: "This certificate and the shares of stock represented hereby are subject to the terms and conditions (including the risks of forfeiture and restrictions against transfer) contained in the Talk America Holdings, Inc. 2001 Non-Officer Long-Term Union Planters Corporation Amended and Restated 1992 Stock Incentive Plan, Plan and an Agreement entered into between the registered owner and Talk America Holdings, Inc. Union Planters Corporation. Release from such terms and conditions shall be made only in accordance with the provisions of this the Plan and the Agreement, a copy of each of which is on file in the office of the Secretary Treasurer of Talk America HoldingsUnion Planters Corporation. e) the applicable period or periods of any terms, Inc."conditions, or restrictions applicable to the Restricted Stock; provided, however, that the Committee in its discretion may accelerate the expiration of the applicable restriction period with respect to any part or all of the shares awarded to an Optionee; and (cf) the terms and conditions upon which any restrictions applicable to Shares upon shares of Restricted Stock awarded shall lapse and new certificates free of the foregoing legend shall be issued to the Grantee Optionee or his or her legal representative. 9.3. The Committee may include in any an Agreement awarding Restricted Stock a requirement that, that in the event of a Granteean Optionee's termination of employment for any reason prior to the lapse of restrictions, all Shares shares of Restricted Stock shall be forfeited by the Grantee such Optionee to the Company without payment of any consideration by the Company Company, and neither the Grantee Optionee nor any successors, heirs, assigns assigns, or personal representatives of the Grantee such Optionee shall thereafter have any further rights or interest in the Shares such shares or certificates.

Restricted Stock Awards. 9.1. Restricted Stock awards under this Plan shall consist of Shares that are restricted against transfer, subject to forfeiture, and subject to such other terms and conditions as may be determined by the Committee. Such terms and conditions may provide, in the discretion of the Committee, for the lapse of forfeiture and transfer restrictions to be contingent upon the achievement of one or more specified Performance Goals. 9.2. Restricted Stock awards under this Plan shall be evidenced by Agreements specifying the terms and conditions of the Award. Each Agreement evidencing an Award of Restricted Stock shall contain the following: (a) prohibitions against the sale, assignment, transfer, exchange, pledge, hypothecation, or other encumbrance of (i) the Shares awarded as Restricted Stock under this Plan, (ii) the right to vote the Shares, and (iii) the right to receive dividends thereon, in each case during the restriction period applicable to the Shares; provided, however, that the Grantee shall have all the other rights of a stockholder including without limitation the right to receive dividends and the right to vote the Shares; (b) a requirement that each certificate representing Shares of Restricted Stock shall be deposited with the Company, or its designee, and shall bear the following legend: "This certificate and the shares of stock represented hereby are subject to the terms and conditions (including the risks of forfeiture and restrictions against transfer) contained in the Talk America HoldingsXxx-Xxxx.xxx, Inc. 2001 Non-Officer 1998 Long-Term Incentive Plan, and an Agreement entered into between the registered owner and Talk America HoldingsXxx-Xxxx.xxx, Inc. Release from such terms and conditions shall be made only in accordance with the provisions of this Plan and the Agreement, a copy of each of which is on file in the office of the Secretary of Talk America HoldingsXxx-Xxxx.xxx, Inc."; and (c) the terms and conditions upon which any restrictions applicable to Shares of Restricted Stock shall lapse and new certificates free of the foregoing legend shall be issued to the Grantee or his or her legal representative. 9.3. The Committee may include in any Agreement awarding Restricted Stock a requirement that, in the event of a Grantee's termination of employment for any reason prior to the lapse of restrictions, all Shares of Restricted Stock shall be forfeited by the Grantee to the Company without payment of any consideration by the Company and neither the Grantee nor any successors, heirs, assigns or personal representatives of the Grantee shall thereafter have any further rights or interest in the Shares or certificates.

Restricted Stock Awards. 9.1. 11.1 The Committee is hereby authorized to award Shares of Restricted Stock to Employees and Directors. 11.2 Restricted Stock awards under this the Plan shall will consist of Shares that are restricted against transfer, subject to forfeiture, and subject to such other terms and conditions intended to further the purposes of the Plan as may be determined by the Committee. Such The terms and conditions may provide, in the discretion of the Committee, for the lapse vesting of forfeiture and transfer restrictions such awards to be contingent upon the achievement of one or more specified Performance Goals. 9.2. 11.3 Restricted Stock awards under this Plan shall will be evidenced by Agreements specifying containing provisions setting forth the terms and conditions of the Awardgoverning such awards. Each Agreement evidencing an Award of Restricted Stock shall such agreement will contain the following: (a) prohibitions against the sale, assignment, transfer, exchange, pledge, hypothecation, or other encumbrance of (i) the Shares awarded as Restricted Stock under this the Plan, (ii) the right to vote the Shares, and or (iii) the right to receive dividends thereon, thereon in each case during the restriction period applicable to the Shares; provided, however, that the Grantee shall will have all the other rights of a stockholder including without limitation shareholder including, but not limited to, the right to receive dividends and the right to vote the Shares; (b) at least one term, condition or restriction constituting a “substantial risk of forfeiture” as defined in Section 83(c) of the Code; (c) such other terms, conditions and restrictions as the Committee in its discretion may specify (including, without limitation, provisions creating additional substantial risks of forfeiture); (d) a requirement that each certificate or other evidence of ownership representing Shares of Restricted Stock shall must be deposited with the Company, or its designee, and shall will bear the following legend: "“This certificate or other evidence of ownership and the shares of stock represented hereby are subject to the terms and conditions (including the risks of forfeiture and restrictions against transfer) contained in the Talk America Holdings, Inc. 2001 Non-Officer THE KROGER CO. 2008 Long-Term Incentive Plan, and Cash Bonus Plan and an Agreement entered into between the registered owner and Talk America Holdings, Inc. The Kroger Co. Release from such terms and conditions shall will be made only in accordance with the provisions of this the Plan and the Agreement, a copy of each of which is on file in the office of the Secretary of Talk America HoldingsThe Kroger Co. (e) the applicable period or periods of any terms, Inc."conditions or restrictions applicable to the Restricted Stock, provided, however, that the Committee in its discretion may accelerate the expiration of the applicable restriction period with respect to any part or all of the Shares awarded to a Grantee; and (cf) the terms and conditions upon which any restrictions applicable to upon Shares of Restricted Stock shall awarded under the Plan will lapse and new certificates free of the foregoing legend shall will be issued to the Grantee or his or her legal representative. 9.3. 11.4 The Committee may include in any an Agreement awarding Restricted Stock a requirement that, that in the event of a Grantee's ’s termination of employment for any reason prior to the lapse of restrictions, all Shares of Restricted Stock shall will be forfeited by the Grantee to the Company without payment of any consideration by the Company Company, and neither the Grantee nor any successors, heirs, assigns or personal representatives of the Grantee shall will thereafter have any further rights or interest in the Shares or certificates. 11.5 The maximum number of Shares of Restricted Stock that may be awarded to any Employee or Director under this Plan during its term is 3,000,000 Shares.

Restricted Stock Awards. 9.1. Restricted Stock awards under this Plan shall consist of Shares that are restricted against transfer, subject to forfeiture, and subject to such other terms and conditions as may be determined by the Committee. Such terms and conditions may provide, in the discretion of the Committee, for the lapse of forfeiture and transfer restrictions to be contingent upon the achievement of one or more specified Performance Goals. 9.2. Restricted Stock awards under this Plan shall be evidenced by Agreements specifying the terms and conditions of the Award. Each Agreement evidencing an Award of Restricted Stock shall contain the following: (a) prohibitions against the sale, assignment, transfer, exchange, pledge, hypothecation, or other encumbrance of (i) the Shares awarded as Restricted Stock under this Plan, (ii) the right to vote the Shares, and (iii) the right to receive dividends thereon, in each case during the restriction period applicable to the Shares; provided, however, that the Grantee shall have all the other rights of a stockholder including without limitation the right to receive dividends and the right to vote the Shares; (b) a requirement that each certificate representing Shares of Restricted Stock shall be deposited with the Company, or its designee, and shall bear the following legend: "This certificate and the shares of stock represented hereby are subject to the terms and conditions (including the risks of forfeiture and restrictions against transfer) contained in the Talk America Holdings, Talk.com Inc. 2001 Non-Officer Long-2000 Long Term Incentive Plan, and an Agreement entered into between the registered owner and Talk America Holdings, Talk.com Inc. Release from such terms and conditions shall conditxxxx xxall be made only in accordance with the provisions of this Plan and the Agreement, a copy of each of which is on file in the office of the Secretary of Talk America Holdings, Talk.com Inc."; and (c) the terms and conditions upon xxxx which any restrictions applicable to Shares of Restricted Stock shall lapse and new certificates free of the foregoing legend shall be issued to the Grantee or his or her legal representative. 9.3. The Committee may include in any Agreement awarding Restricted Stock a requirement that, in the event of a Grantee's termination of employment for any reason prior to the lapse of restrictions, all Shares of Restricted Stock shall be forfeited by the Grantee to the Company without payment of any consideration by the Company and neither the Grantee nor any successors, heirs, assigns or personal representatives of the Grantee shall thereafter have any further rights or interest in the Shares or certificates.

Restricted Stock Awards. 9.1. Restricted Stock awards awarded under this Plan shall consist of Shares that are restricted against transfer, subject to forfeiture, and subject to such other terms and conditions as may be determined by the Committee. Such terms and conditions may provide, in the discretion of the Committee, for the lapse of forfeiture and transfer restrictions to be contingent upon the achievement of one or more specified Performance Goals. 9.2. Restricted Stock awards under this Plan shall be evidenced by Agreements an Agreement specifying the terms and conditions of the Award. Each Agreement evidencing an Award award of Restricted Stock shall contain the followingshall: (a) prohibitions against prohibit the sale, assignment, transfer, exchange, pledge, hypothecation, or other encumbrance of (i) the Shares shares awarded as Restricted Stock under this the Plan, (ii) the right to vote the Sharesshares, and (iii) the right to receive dividends thereon, thereon in each case during the restriction period applicable to the Sharesshares; provided, however, that the Grantee Participant shall have all the other rights of a stockholder including without limitation shareholder including, but not limited to, the right to receive dividends and the right to vote the Sharesshares; (b) a requirement require that each certificate representing Shares shares of Restricted Stock shall be deposited with the CompanyCorporation, or its designee, and shall bear the following legend: "This certificate and the shares of stock represented hereby are subject to the terms and conditions (including the risks of forfeiture provisions and restrictions against transfer) contained in the Talk America HoldingsPremier National Bancorp, Inc. 2001 Non-Officer Long-Term 1995 Incentive Stock Plan, and an Agreement entered into between the registered owner and Talk America HoldingsPremier National Bancorp, Inc. Release from such terms and conditions shall be made only in accordance with the provisions of this the Plan and the Agreement, a copy of each of which is on file in the office of the Secretary of Talk America HoldingsPremier National Bancorp, Inc." (c) contain such other terms, conditions and restrictions as the Committee in its discretion may specify, including, without limitation, terms that condition the lapse of forfeiture and transfer restrictions upon the achievement of Performance Goals; and (cd) specify the terms and conditions upon which any the restrictions applicable to Shares the shares of Restricted Stock shall lapse and new certificates free of the foregoing legend shall be issued to the Grantee Participant or his or her legal representative. 9.3. The Committee may include in any Agreement awarding Restricted Stock a requirement that, in the event of a Grantee's termination of employment for any reason prior to the lapse of restrictions, all Shares of Restricted Stock shall be forfeited by the Grantee to the Company without payment of any consideration by the Company and neither the Grantee nor any successors, heirs, assigns or personal representatives of the Grantee shall thereafter have any further rights or interest in the Shares or certificates.

Restricted Stock Awards. 9.1. 11.1 The Committee is hereby authorized to award Shares of Restricted Stock to Employees and Directors. 11.2 Restricted Stock awards under this the Plan shall will consist of Shares that are restricted against transfer, subject to forfeiture, and subject to such other terms and conditions intended to further the purposes of the Plan as may be determined by the Committee. Such The terms and conditions may provide, in the discretion of the Committee, for the lapse vesting of forfeiture and transfer restrictions such awards to be contingent upon the achievement of one or more specified Performance Goals. 9.2. 11.3 Restricted Stock awards under this Plan shall will be evidenced by Agreements specifying containing provisions setting forth the terms and conditions of the Awardgoverning such awards. Each Agreement evidencing an Award of Restricted Stock shall such agreement will contain the following: (a) prohibitions against the sale, assignment, transfer, exchange, pledge, hypothecation, or other encumbrance of (i) the Shares awarded as Restricted Stock under this the Plan, (ii) the right to vote the Shares, and or (iii) the right to receive dividends thereon, thereon in each case during the restriction period applicable to the Shares; provided, however, that the Grantee shall will have all the other rights of a stockholder including without limitation shareholder including, but not limited to, the right to receive dividends and the right to vote the Shares; (b) at least one term, condition or restriction constituting a “substantial risk of forfeiture” as defined in Section 83(c) of the Code; (c) such other terms, conditions and restrictions as the Committee in its discretion may specify (including, without limitation, provisions creating additional substantial risks of forfeiture); (d) a requirement that each certificate or other evidence of ownership representing Shares of Restricted Stock shall must be deposited with the Company, or its designee, and shall will bear the following legend: "“This certificate or other evidence of ownership and the shares of stock represented hereby are subject to the terms and conditions (including the risks of forfeiture and restrictions against transfer) contained in the Talk America Holdings, Inc. 2001 Non-Officer THE KROGER CO. 2011 Long-Term Incentive Plan, and Cash Bonus Plan and an Agreement entered into between the registered owner and Talk America Holdings, Inc. The Kroger Co. Release from such terms and conditions shall will be made only in accordance with the provisions of this the Plan and the Agreement, a copy of each of which is on file in the office of the Secretary of Talk America HoldingsThe Kroger Co. (e) the applicable period or periods of any terms, Inc."conditions or restrictions applicable to the Restricted Stock, provided, however, that the Committee in its discretion may accelerate the expiration of the applicable restriction period with respect to any part or all of the Shares awarded to a Grantee; and (cf) the terms and conditions upon which any restrictions applicable to upon Shares of Restricted Stock shall awarded under the Plan will lapse and new certificates free of the foregoing legend shall will be issued to the Grantee or his or her legal representative. 9.3. 11.4 The Committee may include in any an Agreement awarding Restricted Stock a requirement that, that in the event of a Grantee's ’s termination of employment for any reason prior to the lapse of restrictions, all Shares of Restricted Stock shall will be forfeited by the Grantee to the Company without payment of any consideration by the Company Company, and neither the Grantee nor any successors, heirs, assigns or personal representatives of the Grantee shall will thereafter have any further rights or interest in the Shares or certificates. 11.5 The maximum number of Shares of Restricted Stock that may be awarded to any Employee or Director under this Plan during its term is 3,750,000 Shares.

Restricted Stock Awards. 9.1. 10.1 The Committee is hereby authorized to award Shares of Restricted Stock to Employees, including Employee Directors. 10.2 Restricted Stock awards under this the Plan shall will consist of Shares that are restricted against transfer, subject to forfeiture, and subject to such other terms and conditions intended to further the purposes of the Plan as may be determined by the Committee. Such The terms and conditions may provide, in the discretion of the Committee, for the lapse vesting of forfeiture and transfer restrictions awards to be contingent upon the achievement of one or more specified Performance Goals. 9.2. 10.3 Restricted Stock awards under this Plan shall will be evidenced by Agreements specifying containing provisions setting forth the terms and conditions of governing the Awardawards. Each Agreement evidencing an Award of Restricted Stock shall agreement will contain the following: (a) prohibitions against the sale, assignment, transfer, exchange, pledge, hypothecation, or other encumbrance of (i) the Shares awarded as Restricted Stock under this the Plan, (ii) the right to vote the Shares, and or (iii) the right to receive dividends thereon, thereon in each case during the restriction period applicable to the Shares; provided, however, that the Grantee shall have all the other rights of a stockholder including without limitation shareholder including, but not limited to, the right to receive dividends and the right to vote the Shares; (b) at least one term, condition or restriction constituting a "substantial risk of forfeiture" as defined in Section 83(c) of the Code; (c) such other terms, conditions and restrictions as the Committee in its discretion may specify (including, without limitation, provisions creating additional substantial risks of forfeiture); (d) a requirement that each certificate representing Shares of Restricted Stock shall must be deposited with the Company, or its designee, and shall will bear the following legend: "This certificate and the shares of stock represented hereby are subject to the terms and conditions (including the risks of forfeiture and restrictions against transfer) contained in the Talk America HoldingsSYNERGIS TECHNOLOGIES, Inc. 2001 Non-Officer INC. 1997 Long-Term Incentive Plan, Plan and an Agreement entered into between the registered owner and Talk America HoldingsSYNERGIS Technologies, Inc. Release from such terms and conditions shall be made only in accordance with the provisions of this the Plan and the Agreement, a copy of each of which is on file in the office of the Secretary of Talk America HoldingsSYNERGIS Technologies, Inc."; and (cf) the terms and conditions upon which any restrictions applicable to upon Shares of Restricted Stock shall awarded under the Plan will lapse and new certificates free of the foregoing legend shall will be issued to the Grantee or his or her legal representative. 9.3. 10.4 The Committee may include in any an Agreement awarding Restricted Stock a requirement that, that in the event of a Grantee's termination of employment for any reason prior to the lapse of restrictions, all Shares of Restricted Stock shall be forfeited by the Grantee to the Company without payment of any consideration by the Company Company, and neither the Grantee nor any successors, heirs, assigns or personal representatives of the Grantee shall will thereafter have any further rights or interest in the Shares or certificates. 10.5 The maximum number of Shares of Restricted Stock that may be awarded to any Employee under this Plan during its term is 75,000 Shares.

Restricted Stock Awards. 9.1. Restricted Stock awards awarded under this Plan shall consist of Shares that are restricted against transfer, subject to forfeiture, and subject to such other terms and conditions as may be determined by the Committee. Such terms and conditions may provide, in the discretion of the Committee, for the lapse of forfeiture and transfer restrictions to be contingent upon the achievement of one or more specified Performance Goals. 9.2. Restricted Stock awards under this Plan shall be evidenced by Agreements an Agreement specifying the terms and conditions of the Award. Each Agreement evidencing an Award award of Restricted Stock shall contain the followingshall: (a) prohibitions against prohibit the sale, assignment, transfer, exchange, pledge, hypothecation, or other encumbrance of (i) the Shares shares awarded as Restricted Stock under this the Plan, (ii) the right to vote the Sharesshares, and (iii) the right to receive dividends thereon, thereon in each case during the restriction period applicable to the Sharesshares; provided, however, that the Grantee Participant shall have all the other rights of a stockholder including without limitation shareholder including, but not limited to, the right to receive dividends and the right to vote the Sharesshares; (b) a requirement require that each certificate representing Shares shares of Restricted Stock shall be deposited with the CompanyCorporation, or its designee, and shall bear the following legend: "This certificate and the shares of stock represented hereby are subject to the terms and conditions (including the risks of forfeiture provisions and restrictions against transfer) contained in the Talk America HoldingsXxxxxx Chartered Bancorp, Inc. 2001 Non-Officer Long-Term 1995 Incentive Stock Plan, and an Agreement entered into between the registered owner and Talk America HoldingsXxxxxx Chartered Bancorp, Inc. Release from such terms and conditions shall be made only in accordance with the provisions of this the Plan and the Agreement, a copy of each of which is on file in the office of the Secretary of Talk America HoldingsXxxxxx Chartered Bancorp, Inc." (c) contain such other terms, conditions and restrictions as the Committee in its discretion may specify, including, without limitation, terms that condition the lapse of forfeiture and transfer restrictions upon the achievement of Performance Goals; and (cd) specify the terms and conditions upon which any the restrictions applicable to Shares the shares of Restricted Stock shall lapse and new certificates free of the foregoing legend shall be issued to the Grantee Participant or his or her legal representative. 9.39.2. The Committee may include in any Agreement awarding Restricted Stock a requirement that, in the event maximum number of a Grantee's termination of employment for any reason prior to the lapse of restrictions, all Shares shares of Restricted Stock shall that may be forfeited by the Grantee awarded to the Company without payment of any consideration by the Company and neither the Grantee nor any successors, heirs, assigns or personal representatives of the Grantee shall thereafter have any further rights or interest in the Shares or certificatesEligible Employee under this Plan is 71,584 shares.

Restricted Stock Awards. 9.1. Restricted Stock awards under this Plan shall consist of Shares that are restricted against transfer, subject to forfeiture, and subject to such other terms and conditions intended to further the purposes of this Plan as may be determined by the Committee. Such terms and conditions may provide, in the discretion of the Committee, for the lapse vesting of forfeiture and transfer restrictions such awards to be contingent upon the achievement of one or more specified Performance Goals. 9.2. Restricted Stock awards under this Plan shall be evidenced by Agreements Agreement specifying the terms and conditions of the Award. Each Agreement evidencing an Award of Restricted Stock shall contain the following: (a) prohibitions Prohibitions against the sale, assignment, transfer, exchange, pledge, hypothecation, or other encumbrance of (i1) the Shares awarded as Restricted Stock under this Plan, (ii2) the right to vote the Shares, and (iii3) the right to receive dividends thereon, in each case during during, the restriction period applicable to the Shares; provided, however, that the Grantee shall have all the other rights of a stockholder including without limitation the right to receive dividends and the right to vote the Shares; (b) a A requirement that each certificate representing Shares of Restricted Stock shall be deposited with the Company, or its designee, and shall bear the following legend: "This certificate and the shares of stock represented hereby are subject to the terms and conditions (including the risks of forfeiture and restrictions against transfer) contained in the Talk America HoldingsMeridian Medical Technologies, Inc. 2001 Non-Officer 1997 Long-Term Incentive Plan, and an Agreement entered into between the registered owner and Talk America HoldingsMeridian Medical Technologies, Inc. Release from such terms and conditions shall be made only in accordance with the provisions of this Plan and the Agreement, a copy of each of which is on file in the office of the Secretary of Talk America HoldingsMeridian Medical Technologies, Inc."; and (c) the terms and conditions upon which any restrictions applicable to Shares of Restricted Stock shall lapse and new certificates free of the foregoing legend shall be issued to the Grantee or his or her legal representative; and (d) such other terms, conditions and restrictions as the Committee in its discretion may specify, including without limitation terms that condition the lapse of forfeiture and transfer restrictions upon the achievement of Performance Goals. 9.3. The Committee may include in any Agreement awarding Restricted Stock a requirement that, in the event of a Grantee's termination of employment for any reason prior to the lapse of restrictions, all Shares of Restricted Stock shall be forfeited by the Grantee to the Company without payment of any consideration by the Company and neither the Grantee nor any successors, heirs, assigns or personal representatives of the Grantee shall thereafter have any further rights or interest in the Shares or certificates.