Common use of Shares Held by Custodian Clause in Contracts

Shares Held by Custodian. The Grantee hereby authorizes and directs the Company to deliver any share certificate issued by the Company to evidence the award of Restricted Stock to the Secretary of the Company or such other officer of the Company as may be designated by the Company’s Chief Executive Officer (the “Share Custodian”) to be held by the Share Custodian until the Restricted Stock becomes vested in accordance with Section 2 or Section 3 of this Agreement. When all or any portion of the Restricted Stock becomes vested, the Share Custodian shall deliver to the Grantee (or his beneficiary in the event of death) a certificate representing the vested Restricted Stock (which then will be unrestricted). The Grantee hereby irrevocably appoints the Share Custodian, and any successor thereto, as the true and lawful attorney-in-fact of the Grantee with full power and authority to execute any stock transfer power or other instrument necessary to transfer the Restricted Stock to the Company, or to transfer a portion of the Restricted Stock to the Grantee on an unrestricted basis upon vesting, pursuant to this Agreement, in the name, place, and stead of the Grantee. The term of such appointment shall commence on the Grant Date and shall continue until all the Restricted Stock becomes vested or is forfeited. During the period that the Share Custodian holds the shares of Restricted Stock subject to this Section 6, the Grantee shall be entitled to all rights applicable to shares of common stock of the Company not so held, including the right to vote and receive dividends, but provided, however, in the event the number of shares of Restricted Stock is increased or reduced in accordance with Section 11 of the Plan, and in the event of any distribution of common stock or other securities of the Company in respect of such shares of common stock, the Grantee agrees that any certificate representing shares of such additional common stock or other securities of the Company issued as a result of any of the foregoing shall be delivered to the Share Custodian and shall be subject to all of the provisions of this Agreement as if initially received hereunder.

Shares Held by Custodian. The Grantee Employee hereby authorizes and directs the Company to deliver any share certificate issued by the Company to evidence the award of Restricted Stock to the Secretary of the Company or such other officer of the Company as may be designated by the Company’s Chief Executive Officer Committee (the “Share Custodian”) to be held by the Share Custodian until the Restricted Stock becomes vested in accordance with Section 2 or Section 3 of this Agreementabove. When all or any portion of the Restricted Stock becomes vested, the Share Custodian shall deliver to the Grantee Employee (or his beneficiary in the event of death) a certificate representing the vested Restricted Stock (which then will be unrestricted). The Grantee Employee hereby irrevocably appoints the Share Custodian, and any successor thereto, as the true and lawful attorney-in-fact of the Grantee Employee with full power and authority to execute any stock transfer power or other instrument necessary to transfer the Restricted Stock to the Company, or to transfer a portion of the Restricted Stock to the Grantee Employee on an unrestricted basis upon vesting, pursuant to this Agreement, in the name, place, and stead of the GranteeEmployee. The term of such appointment shall commence on the Grant Date and shall continue until all the Restricted Stock becomes vested or is forfeited. During the period that the Share Custodian holds the shares of Restricted Stock subject to this Section 6Section, the Grantee Employee shall be entitled to all rights applicable to shares of common stock of the Company not so held, including the right to vote and receive dividends, but provided, however, in the event the number of shares of Restricted Stock is increased or reduced in accordance with Section 11 of the Planby changing par value, split-up, stock split, reverse stock split, reclassification, merger, reorganization, consolidation, or otherwise, and in the event of any distribution of common stock or other securities of the Company in respect of such shares of common stock, the Grantee Employee agrees that any certificate representing shares of such additional common stock or other securities of the Company issued as a result of any of the foregoing shall be delivered to the Share Custodian and shall be subject to all of the provisions of this Agreement as if initially received hereunder.

Shares Held by Custodian. The Grantee hereby authorizes and directs the Company to deliver any share certificate issued by the Company to evidence the award of Restricted Stock to the Secretary of the Company Company, or such other officer of the Company as may be designated by the Secretary of the Company’s Chief Executive Officer , (the “"Share Custodian”") to be held by the Share Custodian until the Restricted Stock becomes vested in accordance with Section 2 or Section 3 of this Agreement. When all or any portion of the Restricted Stock becomes vested, the Share Custodian shall deliver to the Grantee (or his beneficiary in the event of death) a certificate representing the vested Restricted Stock (which then will be unrestricted). The Grantee hereby irrevocably appoints the Share Custodian, and any successor thereto, as the true and lawful attorney-in-fact of the Grantee with full power and authority to execute any stock transfer power or other instrument necessary to transfer the Restricted Stock to the Company, or to transfer a portion of the Restricted Stock to the Grantee on an unrestricted basis upon vesting, pursuant to this Agreement, in the name, place, and stead of the Grantee. The term of such appointment shall commence on the Grant Date and shall continue until all the Restricted Stock becomes vested or is forfeited. During the period that the Share Custodian holds the shares of Restricted Stock subject to this Section 6, the Grantee shall be entitled to all rights applicable to shares of common stock of the Company not so held, including the right to vote and receive dividends, but provided, however, in the event the number of shares of Restricted Stock is increased or reduced in accordance with Section 11 of the Plan, and in the event of any distribution of common stock or other securities of the Company in respect of such shares of common stock, the Grantee agrees that any certificate representing shares of such additional common stock or other securities of the Company issued as a result of any of the foregoing shall be delivered to the Share Custodian and shall be subject to all of the provisions of this Agreement as if initially received hereunder.

Shares Held by Custodian. The Grantee Employee hereby authorizes and directs the Company to deliver any share certificate issued by the Company to evidence the award of Performance-Based Restricted Stock to the Secretary of the Company or such other officer of the Company as may be designated by the Company’s Chief Executive Officer Committee (the “Share Custodian”) to be held by the Share Custodian until the Performance-Based Restricted Stock becomes vested in accordance with Section 2 2, Section 3 or Section 3 of this Agreement4 above. When all or any portion of the Performance-Based Restricted Stock becomes vested, the Share Custodian shall deliver to the Grantee Employee (or his beneficiary in the event of death) a certificate representing the vested Performance-Based Restricted Stock (which then will be unrestricted). The Grantee Employee hereby irrevocably appoints the Share Custodian, and any successor thereto, as the true and lawful attorney-in-fact of the Grantee Employee with full power and authority to execute any stock transfer power or other instrument necessary to transfer the Performance-Based Restricted Stock to the Company, or to transfer a portion of the Performance-Based Restricted Stock to the Grantee Employee on an unrestricted basis upon vesting, pursuant to this Agreement, in the name, place, and stead of the GranteeEmployee. The term of such appointment shall commence on the Grant Date and shall continue until all the Performance-Based Restricted Stock becomes vested or is forfeited. During the period that the Share Custodian holds the shares of Performance-Based Restricted Stock subject to this Section 6Section, the Grantee Employee shall be entitled to all rights applicable to shares of common stock of the Company not so held, including the right to vote and receive dividends, but provided, however, in the event the number of shares of Performance-Based Restricted Stock is increased or reduced in accordance with Section 11 of the Planby changing par value, split-up, stock split, reverse stock split, reclassification, merger, reorganization, consolidation, or otherwise, and in the event of any distribution of common stock or other securities of the Company in respect of such shares of common stock, the Grantee Employee agrees that any certificate representing shares of such additional common stock or other securities of the Company issued as a result of any of the foregoing shall be delivered to the Share Custodian and shall be subject to all of the provisions of this Agreement as if initially received hereunder.

Shares Held by Custodian. The Grantee Employee hereby authorizes and directs the Company to deliver any share certificate issued by the Company to evidence the award of Performance-Based Restricted Stock to the Secretary of the Company or such other officer of the Company as may be designated by the Company’s Chief Executive Officer Committee (the “Share Custodian”) to be held by the Share Custodian until the Performance-Based Restricted Stock becomes vested in accordance with Section 2 or Section 3 of this Agreementabove. When all or any portion of the Performance-Based Restricted Stock becomes vested, the Share Custodian shall deliver to the Grantee Employee (or his beneficiary in the event of death) a certificate representing the vested Performance-Based Restricted Stock (which then will be unrestricted). The Grantee Employee hereby irrevocably appoints the Share Custodian, and any successor thereto, as the true and lawful attorney-in-fact of the Grantee Employee with full power and authority to execute any stock transfer power or other instrument necessary to transfer the Performance-Based Restricted Stock to the Company, or to transfer a portion of the Performance-Based Restricted Stock to the Grantee Employee on an unrestricted basis upon vesting, pursuant to this Agreement, in the name, place, and stead of the GranteeEmployee. The term of such appointment shall commence on the Grant each Award Date and shall continue until all the Performance-Based Restricted Stock becomes vested or is forfeited. During the period that the Share Custodian holds the shares of Performance-Based Restricted Stock subject to this Section 6Section, the Grantee Employee shall be entitled to all rights applicable to shares of common stock of the Company not so held, including the right to vote and receive dividends, but provided, however, in the event the number of shares of Performance-Based Restricted Stock is increased or reduced in accordance with Section 11 of the Planby changing par value, split-up, stock split, reverse stock split, reclassification, merger, reorganization, consolidation, or otherwise, and in the event of any distribution of common stock or other securities of the Company in respect of such shares of common stock, the Grantee Employee agrees that any certificate representing shares of such additional common stock or other securities of the Company issued as a result of any of the foregoing shall be delivered to the Share Custodian and shall be subject to all of the provisions of this Agreement as if initially received hereunder.

Shares Held by Custodian. The Grantee Employee hereby authorizes and directs the Company to deliver any share certificate issued by the Company to evidence the award of Restricted Stock to the Secretary of the Company or such other officer of the Company as may be designated by the Company’s Chief Executive Officer Committee (the “"Share Custodian”") to be held by the Share Custodian until the Restricted Stock becomes vested in accordance with Section 2 or Section 3 of this Agreementabove. When all or any portion of the Restricted Stock becomes vested, the Share Custodian shall deliver to the Grantee Employee (or his beneficiary in the event of death) a certificate representing the vested Restricted Stock (which then will be unrestricted). The Grantee Employee hereby irrevocably appoints the Share Custodian, and any successor thereto, as the true and lawful attorney-in-fact of the Grantee Employee with full power and authority to execute any stock transfer power or other instrument necessary to transfer the Restricted Stock to the Company, or to transfer a portion of the Restricted Stock to the Grantee Employee on an unrestricted basis upon vesting, pursuant to this Agreement, in the name, place, and stead of the GranteeEmployee. The term of such appointment shall commence on the Grant Date and shall continue until all the Restricted Stock becomes vested or is forfeited. During the period that the Share Custodian holds the shares of Restricted Stock subject to this Section 6Section, the Grantee Employee shall be entitled to all rights applicable to shares of common stock of the Company not so held, including the right to vote and receive dividends, but provided, however, in the event the number of shares of Restricted Stock is increased or reduced in accordance with Section 11 of the Planby changing par value, split-up, stock split, reverse stock split, reclassification, merger, reorganization, consolidation, or otherwise, and in the event of any distribution of common stock or other securities of the Company in respect of such shares of common stock, the Grantee Employee agrees that any certificate representing shares of such additional common stock or other securities of the Company issued as a result of any of the foregoing shall be delivered to the Share Custodian and shall be subject to all of the provisions of this Agreement as if initially received hereunder.

Shares Held by Custodian. The Grantee hereby authorizes and directs the Company to deliver any share certificate issued by the Company to evidence the award of Restricted Stock to the Secretary of the Company or such other officer of the Company as may be designated by the Company’s Chief Executive Officer (the “Share Custodian”) to be held by the Share Custodian until the Restricted Stock becomes vested in accordance with Section 2 or Section 3 of this Agreement. When all or any portion of the Restricted Stock becomes vested, the Share Custodian shall deliver to the Grantee (or his beneficiary in the event of death) a certificate representing the vested Restricted Stock (which then will be unrestricted). The Grantee hereby irrevocably appoints the Share Custodian, and any successor thereto, as the true and lawful attorney-in-fact of the Grantee with full power and authority to execute any stock transfer power or other instrument necessary to transfer the Restricted Stock to the Company, or to transfer a portion of the Restricted Stock to the Grantee on an unrestricted basis upon vesting, pursuant to this Agreement, in the name, place, and stead of the Grantee. The term of such appointment shall commence on the Grant Date and shall continue until all the Restricted Stock becomes vested or is forfeited. During the period that the Share Custodian holds any of the shares of Restricted Stock subject to this Section 6, the Grantee shall be entitled to all rights applicable to shares of common stock of the Company not so held, including have the right to vote such shares of Restricted Stock. The Grantee will cease to have the right to vote any of the shares of Restricted Stock that are forfeited if and when such shares are forfeited. The number of shares of Restricted Stock set forth in Section 1 of this Agreement shall be the maximum number of shares of Restricted Stock to which the voting rights described in this Section 6 shall be applicable. The Grantee shall not receive dividendsany dividends with respect to the Restricted Stock unless and until such time as the Restricted Stock becomes vested in accordance with Section 2 or Section 3 of this Agreement. As soon as is administratively practicable following each vesting date, but provided, however, the Grantee shall receive a cash payment equal to the cumulative dividends (without interest) payable on the shares of Restricted Stock that become vested on such vesting date for the period beginning on the Date of Grant and ending on the vesting date. The number of shares of Restricted Stock set forth in Section 1 of this Agreement shall be the maximum number of shares of Restricted Stock to which the dividend rights described in this Section 6 shall be applicable. No dividends shall be paid to the Grantee with respect to any shares of Restricted Stock that are forfeited. In the event the number of shares of Restricted Stock is increased or reduced in accordance with Section 11 of the Plan, and in the event of any distribution of common stock or other securities of the Company in respect of such shares of common stock, the Grantee agrees that any certificate representing shares of such additional common stock or other securities of the Company issued as a result of any of the foregoing shall be delivered to the Share Custodian and shall be subject to all of the provisions of this Agreement as if initially received hereunder.