Common use of Stock Awarded Clause in Contracts

Stock Awarded. (a) The Company hereby awards to the Grantee, in the aggregate, _____________ shares of Restricted Stock (the “Restricted Stock”) which shall be subject to the restrictions and conditions set forth in the Plan and in this Agreement. (b) Shares of Restricted Stock shall be evidenced by book-entry registration with the Company’s transfer agent, subject to such stop-transfer orders and other terms deemed appropriate by the Compensation Committee of the Company’s Board of Directors (the “Committee”) to reflect the restrictions applicable to such Award. Notwithstanding the foregoing, if any certificate is issued in respect of shares of Restricted Stock at the sole discretion of the Committee, such certificate shall be registered in the name of Grantee and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such award, substantially in the following form: If a certificate is issued with respect to the Restricted Stock, the Committee may require that the certificate evidencing such shares be held in custody by the Company until the restrictions thereon shall have lapsed and that the Grantee deliver a stock power, endorsed in blank, relating to the shares covered by such Award. At the expiration of the restrictions, the Company shall instruct the transfer agent to release the shares from the restrictions applicable to such Award, subject to the terms of the Plan and applicable law or, in the event that a certificate has been issued, redeliver to the Grantee (or his legal representative, beneficiary or heir) share certificates for the shares deposited with it without any legend except as otherwise provided by the Plan, this Agreement or applicable law. During the period that the Grantee holds the shares of Restricted Stock, the Grantee shall have the right to vote the Restricted Stock while it is subject to restriction, but, notwithstanding any provisions of the Plan to the contrary, shall have no right to receive dividends prior to the vesting of such shares, and shall have no right to payment, accrual, crediting or otherwise with regard to dividends declared or paid by the Company prior to the vesting of the applicable shares. If the Award is forfeited in whole or in part, the Grantee will assign, transfer, and deliver any evidence of the shares of Restricted Stock to the Company and cooperate with the Company to reflect such forfeiture. (c) In addition to the forfeiture restrictions set forth herein, prior to vesting as provided in Sections 3 and 4(a) of this Agreement, the shares of Restricted Stock may not be sold, assigned, transferred, hypothecated, pledged or otherwise alienated (collectively a “Transfer”) by the Grantee and any such Transfer or attempted Transfer, whether voluntary or involuntary, and if involuntary whether by process of law in any civil or criminal suit, action or proceeding, whether in the nature of an insolvency or bankruptcy proceeding or otherwise, shall be void and of no effect.

Stock Awarded. (a) The Company hereby awards to the Grantee, in the aggregate, _____________ shares of Restricted Stock (the “Restricted Stock”) which shall be subject to the restrictions and conditions set forth in the Plan and in this Agreement. (b) Shares of Restricted Stock shall be evidenced by book-entry registration with the Company’s transfer agent, subject to such stop-transfer orders and other terms deemed appropriate by the Compensation Committee of the Company’s Board of Directors (the “Committee”) to reflect the restrictions applicable to such Award. Notwithstanding the foregoing, if any certificate is issued in respect of shares of Restricted Stock at the sole discretion of the Committee, such certificate shall be registered in the name of Grantee and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such award, substantially in the following form: If a certificate is issued with respect to the Restricted Stock, the Committee may require that the certificate evidencing such shares be held in custody by the Company until the restrictions thereon shall have lapsed and that the Grantee deliver a stock power, endorsed in blank, relating to the shares Shares covered by such Award. At the expiration of the restrictions, the Company shall instruct the transfer agent to release the shares from the restrictions applicable to such Award, subject to the terms of the Plan and applicable law or, in the event that a certificate has been issued, redeliver to the Grantee (or his legal representative, beneficiary or heir) share certificates for the shares Shares deposited with it without any legend except as otherwise provided by the Plan, this Agreement or applicable law. During the period that the Grantee holds the shares of Restricted Stock, the Grantee shall have the right to receive dividends on and to vote the Restricted Stock while it is subject to restriction; provided, buthowever, notwithstanding any provisions that shares of the Plan Common Stock distributed in connection with a stock split or stock dividend, and other property distributed as a dividend, with respect to the contrary, Restricted Stock shall have no right to receive dividends prior be subject to the vesting of such shares, transfer and shall have no right to payment, accrual, crediting or otherwise with regard to dividends declared or paid by the Company prior forfeiture restrictions to the vesting of same extent as the applicable sharesRestricted Stock. If the Award is forfeited in whole or in part, the Grantee will assign, transfer, and deliver any evidence of the shares of Restricted Stock to the Company and cooperate with the Company to reflect such forfeiture. (c) In addition to the forfeiture restrictions set forth herein, prior to vesting as provided in Sections 3 and 4(a) of this Agreement, the shares of Restricted Stock may not be sold, assigned, transferred, hypothecated, pledged or otherwise alienated (collectively a “Transfer”) by the Grantee and any such Transfer or attempted Transfer, whether voluntary or involuntary, and if involuntary whether by process of law in any civil or criminal suit, action or proceeding, whether in the nature of an insolvency or bankruptcy proceeding or otherwise, shall be void and of no effect.

Stock Awarded. (a) The Company hereby awards to the Grantee, in the aggregate, _____________ shares of Restricted Stock (the “Restricted Stock”) which shall be subject to the restrictions and conditions set forth in the Plan and in this Agreement. (b) Shares of Restricted Stock shall be evidenced by book-entry registration with the Company’s transfer agent, subject to such stop-transfer orders and other terms deemed appropriate by the Compensation Committee of the Company’s Board of Directors (the “Committee”) to reflect the restrictions applicable to such Award. Notwithstanding the foregoing, if any certificate is issued in respect of shares of Restricted Stock at the sole discretion of the Committee, such certificate shall be registered in the name of Grantee and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such award, substantially in the following form: If a certificate is issued with respect to the Restricted Stock, the Committee may require that the certificate evidencing such shares be held in custody by the Company until the restrictions thereon shall have lapsed and that the Grantee deliver a stock power, endorsed in blank, relating to the shares covered by such Award. At the expiration of the restrictions, the Company shall instruct the transfer agent to release the shares from the restrictions applicable to such Award, subject to the terms of the Plan and applicable law or, in the event that a certificate has been issued, redeliver to the Grantee (or his legal representative, beneficiary or heir) share certificates for the shares deposited with it without any legend except as otherwise provided by the Plan, this Agreement or applicable law. During the period that the Grantee holds the shares of Restricted Stock, the Grantee shall have the right to vote the Restricted Stock while it is subject to restriction, but, notwithstanding any provisions of the Plan to the contrary, shall have no right to receive dividends prior to the vesting of such shares, and shall have no right to payment, accrual, crediting or otherwise with regard to dividends declared or paid by the Company prior to the vesting of the applicable shares. If the Award is forfeited in whole or in part, the Grantee will assign, transfer, and deliver any evidence of the shares of Restricted Stock to the Company and cooperate with the Company to reflect such forfeiture. (c) In addition to the forfeiture restrictions set forth herein, prior to vesting as provided in Sections 3 and 4(a) of this Agreement, the shares of Restricted Stock may not be sold, assigned, transferred, hypothecated, pledged or otherwise alienated (collectively a “Transfer”) by the Grantee and any such Transfer or attempted Transfer, whether voluntary or involuntary, and if involuntary whether by process of law in any civil or criminal suit, action or proceeding, whether in the nature of an insolvency or bankruptcy proceeding or otherwise, shall be void and of no effect.

Stock Awarded. (a) The Company hereby awards to the Grantee, in the aggregate, _____________ shares of Restricted Stock ------- Shares (the “"Restricted Stock”) "), which shall be subject to the restrictions and conditions set forth in the Plan and in this Agreement. (b) Shares of Restricted Stock shall be evidenced by book-entry registration with the Company’s transfer agent, subject to such stop-transfer orders and other terms deemed appropriate by the Compensation Committee of the Company’s Board of Directors (the “Committee”) to reflect the restrictions applicable to such Award. Notwithstanding the foregoing, if any Each certificate is issued in respect of shares of the Restricted Stock at the sole discretion of the Committee, such certificate shall be registered in the Grantee's name of Grantee and shall bear an appropriate legend referring to the termsdeposited by him, conditions, and restrictions applicable to such award, substantially in the following form: If together with a certificate is issued with respect to the Restricted Stock, the Committee may require that the certificate evidencing such shares be held in custody by the Company until the restrictions thereon shall have lapsed and that the Grantee deliver a stock power, share power endorsed in blank, relating to with the shares covered by such Award. Company and shall bear the following (or a similar) legend: "THE TRANSFERABILITY OF THIS CERTIFICATE AND THE COMMON STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) CONTAINED IN THE RESTRICTED STOCK AWARD AGREEMENT DATED AS OF , ENTERED INTO BETWEEN THE ------------------ REGISTERED OWNER AND CRIIMI MAE INC" At the expiration of the restrictions, the Company shall instruct the transfer agent to release the shares from the restrictions applicable to such Award, subject to the terms of the Plan and applicable law or, in the event that a certificate has been issued, redeliver to the Grantee (or his legal representative, beneficiary or heir) share certificates for the shares Shares deposited with it without any legend except as otherwise provided by the Plan, this Agreement or as otherwise required by applicable law. During the period that the Grantee holds the shares of Restricted Stock, the The Grantee shall have the right to receive dividends on and to vote the Restricted Stock while it is held in custody except as otherwise provided by the Plan. Notwithstanding the foregoing, the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Stock and such Retained Distributions shall be subject to restriction, but, notwithstanding any provisions of the Plan same restrictions on terms and conditions as are applicable to the contrary, shall have no right to receive dividends prior to the vesting of such shares, and shall have no right to payment, accrual, crediting or otherwise with regard to dividends declared or paid by the Company prior to the vesting of the applicable shares. If the Award is forfeited in whole or in part, the Grantee will assign, transfer, and deliver any evidence of the shares of Restricted Stock to the Company and cooperate with the Company to reflect such forfeitureStock. (c) In addition to the forfeiture restrictions set forth herein, prior to vesting Except as provided in Sections 3 and 4(a) of the Plan or this Agreement, including without limitation, Section 3 below, the shares of restrictions on the Restricted Stock may not are that the stock will be sold, assigned, transferred, hypothecated, pledged or otherwise alienated (collectively a “Transfer”) forfeited by the Grantee and all of the Grantee's rights to such stock shall immediately terminate without any payment or consideration by the Company, in the event of any sale, assignment, transfer, hypothecation, pledge or other alienation of such Transfer Restricted Stock made or attempted Transferattempted, whether voluntary or involuntary, and if involuntary whether by process of law in any civil or criminal suit, action or proceeding, whether in the nature of an insolvency or bankruptcy proceeding or otherwise, shall be void and without the written consent of no effectthe Committee, excluding the Grantee if he so serves on the Committee.

Stock Awarded. (a) The Company hereby awards to the Grantee, in the aggregate, _____________ shares of Restricted Stock Shares (the “Restricted Stock”) "RESTRICTED STOCK"), which shall be subject to the restrictions and conditions set forth in the Plan and in this Agreement. (b) Shares of Restricted Stock shall be evidenced by book-entry registration with the Company’s transfer agent, subject to such stop-transfer orders and other terms deemed appropriate by the Compensation Committee of the Company’s Board of Directors (the “Committee”) to reflect the restrictions applicable to such Award. Notwithstanding the foregoing, if any Each certificate is issued in respect of shares of the Restricted Stock at the sole discretion of the Committee, such certificate shall be registered in the Grantee's name of Grantee and shall bear an appropriate legend referring to the termsdeposited by him, conditions, and restrictions applicable to such award, substantially in the following form: If together with a certificate is issued with respect to the Restricted Stock, the Committee may require that the certificate evidencing such shares be held in custody by the Company until the restrictions thereon shall have lapsed and that the Grantee deliver a stock power, share power endorsed in blank, relating to with the shares covered by such Award. Company and shall bear the following (or a similar) legend: "THE TRANSFERABILITY OF THIS CERTIFICATE AND THE COMMON STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) CONTAINED IN THE RESTRICTED STOCK AWARD AGREEMENT DATED AS OF ________ ___, 200_, ENTERED INTO BETWEEN THE REGISTERED OWNER AND PLAINS RESOURCES INC." At the expiration of the restrictions, the Company shall instruct the transfer agent to release the shares from the restrictions applicable to such Award, subject to the terms of the Plan and applicable law or, in the event that a certificate has been issued, redeliver to the Grantee (or his legal representative, beneficiary or heir) share certificates for the shares Shares deposited with it without any legend except as otherwise provided by the Plan, this Agreement or as otherwise required by applicable law. During the period that the Grantee holds the shares of Restricted Stock, the The Grantee shall have the right to receive dividends on and to vote the Restricted Stock while it is held in custody except as otherwise provided by the Plan. Notwithstanding the foregoing, the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Stock and such Retained Distributions shall be subject to restriction, but, notwithstanding any provisions of the Plan same restrictions on terms and conditions as are applicable to the contrary, shall have no right to receive dividends prior to the vesting of such shares, and shall have no right to payment, accrual, crediting or otherwise with regard to dividends declared or paid by the Company prior to the vesting of the applicable shares. If the Award is forfeited in whole or in part, the Grantee will assign, transfer, and deliver any evidence of the shares of Restricted Stock to the Company and cooperate with the Company to reflect such forfeitureStock. (c) In addition to the forfeiture restrictions set forth herein, prior to vesting Except as provided in Sections 3 and 4(a) of the Plan or this Agreement, the shares of restrictions on the Restricted Stock may not are that the stock will be sold, assigned, transferred, hypothecated, pledged or otherwise alienated (collectively a “Transfer”) forfeited by the Grantee and all of the Grantee's rights to such stock shall immediately terminate without any payment or consideration by the Company, in the event of any sale, assignment, transfer, hypothecation, pledge or other alienation of such Transfer Restricted Stock made or attempted Transferattempted, whether voluntary or involuntary, and if involuntary whether by process of law in any civil or criminal suit, action or proceeding, whether in the nature of an insolvency or bankruptcy proceeding or otherwise, shall be void and without the written consent of no effectthe Committee, excluding the Grantee if he so serves on the Committee.

Stock Awarded. (a) The Company hereby awards to the Grantee, in the aggregate, _____________ shares of Restricted Stock 30,000 Shares (the “"Restricted Stock”) "), which shall be subject to the restrictions and conditions set forth in the Plan and in this Agreement. (b) Shares of Restricted Stock shall be evidenced by book-entry registration with the Company’s transfer agent, subject to such stop-transfer orders and other terms deemed appropriate by the Compensation Committee of the Company’s Board of Directors (the “Committee”) to reflect the restrictions applicable to such Award. Notwithstanding the foregoing, if any Each certificate is issued in respect of shares of the Restricted Stock at the sole discretion of the Committee, such certificate shall be registered in the Grantee's name of Grantee and shall bear an appropriate legend referring to the termsdeposited by him, conditions, and restrictions applicable to such award, substantially in the following form: If together with a certificate is issued with respect to the Restricted Stock, the Committee may require that the certificate evidencing such shares be held in custody by the Company until the restrictions thereon shall have lapsed and that the Grantee deliver a stock power, share power endorsed in blank, relating to with the shares covered by such Award. Company and shall bear the following (or a similar) legend: "THE TRANSFERABILITY OF THIS CERTIFICATE AND THE COMMON STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) CONTAINED IN THE RESTRICTED STOCK AWARD AGREEMENT EXECUTED ON SEPTEMBER __, 2002, ENTERED INTO BETWEEN THE REGISTERED OWNER AND PLAINS EXPLORATION & PRODUCTION COMPANY" At the expiration of the restrictions, the Company shall instruct the transfer agent to release the shares from the restrictions applicable to such Award, subject to the terms of the Plan and applicable law or, in the event that a certificate has been issued, redeliver to the Grantee (or his legal representative, beneficiary or heir) share certificates for the shares Shares deposited with it without any legend except as otherwise provided by the Plan, this Agreement or as otherwise required by applicable law. During the period that the Grantee holds the shares of Restricted Stock, the The Grantee shall have the right to receive dividends on and to vote the Restricted Stock while it is held in custody except as otherwise provided by the Plan. Notwithstanding the foregoing, the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Stock and such Retained Distributions shall be subject to restriction, but, notwithstanding any provisions of the Plan same restrictions on terms and conditions as are applicable to the contrary, shall have no right to receive dividends prior to the vesting of such shares, and shall have no right to payment, accrual, crediting or otherwise with regard to dividends declared or paid by the Company prior to the vesting of the applicable shares. If the Award is forfeited in whole or in part, the Grantee will assign, transfer, and deliver any evidence of the shares of Restricted Stock to the Company and cooperate with the Company to reflect such forfeitureStock. (c) In addition to the forfeiture restrictions set forth herein, prior to vesting Except as provided in Sections 3 and 4(a) of the Plan or this Agreement, the shares of Restricted Stock may not shall be sold, assigned, transferred, hypothecated, pledged or otherwise alienated (collectively a “Transfer”) forfeited by the Grantee and all of the Grantee's rights to such stock shall immediately terminate without any payment or consideration by the Company in the event of any sale, assignment, transfer, hypothecation, pledge or other alienation of such Transfer Restricted Stock made or attempted Transferby or on behalf of the Grantee, whether voluntary or involuntary, and if involuntary whether by process of law in any civil or criminal suit, action or proceeding, whether in the nature of an insolvency or bankruptcy proceeding or otherwise, shall be void and without the written consent of no effectthe Committee, excluding the Grantee if he so serves on the Committee.

Stock Awarded. (a) The Company hereby awards to the GranteeParticipant, in the aggregate, _____________ an award of shares of Restricted Stock Class A common stock of the Company (the “Restricted StockAward”) which shall be subject to the conditions and restrictions and conditions set forth in the Plan and in this Agreement. (b) Shares of Restricted Stock shall be evidenced by book-entry registration with the Company’s transfer agent, subject to such stop-transfer orders and other terms deemed appropriate by the Compensation Committee of the Company’s Board of Directors (the “Committee”) to reflect the restrictions applicable to such AwardRestricted Stock. Notwithstanding the foregoing, if any certificate is issued in respect of shares of such Restricted Stock Stock, at the sole discretion of the Committee, such certificate shall be registered in the name of Grantee the Participant and shall bear an appropriate legend referring to the terms, conditions, conditions and restrictions applicable to such awardthis Award, substantially in the following form: “THE TRANSFERABILITY OF THIS CERTIFICATE AND THE CLASS A COMMON STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) CONTAINED IN THE RESTRICTED STOCK AWARD AGREEMENT DATED AS OF , 200 , ENTERED INTO BETWEEN THE REGISTERED OWNER AND THE WET SEAL, INC.” If a certificate is issued with respect to the Restricted Stock, the Committee may require that the certificate evidencing such shares be held in custody by the Company until the restrictions thereon shall have lapsed and that the Grantee Participant deliver a stock power, endorsed in blank, relating to the shares covered by such this Award. At the expiration of the restrictions, the Company shall instruct the transfer agent to release the shares from the restrictions applicable to such AwardRestricted Stock, subject to the terms of the Plan and applicable law or, in the event that a certificate has been issued, redeliver to the Grantee Participant (or his legal representative, beneficiary or heir) share certificates for the shares deposited with it without any legend except as otherwise provided by the Plan, this Agreement or applicable law. During the period that the Grantee Participant holds the shares of Restricted Stock, the Grantee Participant shall have the right to receive dividends on and to vote the Restricted Stock while it is subject to restriction, but, notwithstanding any provisions of the Plan to the contrary, shall have no right to receive dividends prior to the vesting of such shares, and shall have no right to payment, accrual, crediting or except as otherwise with regard to dividends declared or paid provided by the Company prior to the vesting of the applicable sharesPlan. If the Award Restricted Stock is forfeited forfeited, in whole or in part, the Grantee Participant will assign, transfer, transfer and deliver any evidence of the shares of Restricted Stock to the Company and cooperate with the Company to reflect such forfeiture. By accepting this Award, the Participant acknowledges that the Company does not have an adequate remedy in damages for the breach by the Participant of the conditions and covenants set forth in this Agreement and agrees that the Company is entitled to and may obtain an order or a decree of specific performance against the Participant issued by any court having jurisdiction. (c) In addition to Except as provided in the forfeiture Plan or this Agreement, the restrictions set forth herein, on the Restricted Stock are that prior to vesting as provided in Sections Section 3 and 4(a) of this Agreement, the shares will be forfeited by the Participant and all of the Participant’s rights to such stock shall immediately terminate without any payment or consideration by the Company, in the event of any sale, assignment, transfer, hypothecation, pledge or other alienation of such Restricted Stock may not be sold, assigned, transferred, hypothecated, pledged made or otherwise alienated (collectively a “Transfer”) by the Grantee and any such Transfer or attempted Transferattempted, whether voluntary or involuntary, and if involuntary whether by process of law in any civil or criminal suit, action or proceeding, whether in the nature of an insolvency or bankruptcy proceeding or otherwise. Notwithstanding the foregoing, Participant may transfer the Restricted Stock to his Immediate Family Members (or to corporations, trusts, partnerships or limited liability companies established for the Participant and/or such family members); provided, that, (i) such transfer is for no consideration other than securities or other interests in such corporations, trusts, partnerships or limited liability companies, (ii) the Restricted Stock shall continue to be void subject to the terms, conditions and of no effectrestrictions herein and (iii) the transfer is effected through procedures established by the Committee from time to time.

Stock Awarded. (a) The Company hereby awards to the GranteeParticipant, in the aggregate, _____________ shares Shares of Restricted Company Common Stock (the “"Restricted Stock”) "), which shall be subject to the restrictions and conditions set forth in the Plan and in this Agreement. (b) Shares of Restricted Stock shall be evidenced by book-entry registration with the Company’s transfer agent, subject to such stop-transfer orders and other terms deemed appropriate by the Compensation Committee of the Company’s Board of Directors (the “Committee”) to reflect the restrictions applicable to such Award. Notwithstanding the foregoing, if any Each certificate is issued in respect of shares of the Restricted Stock at the sole discretion of the Committee, such certificate shall be registered in the Participant's name of Grantee and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such award, substantially in the following form: If a certificate is issued with respect to the Restricted Stock, the Committee may require that the certificate evidencing such shares be held in custody deposited by the Company until the restrictions thereon shall have lapsed and that the Grantee deliver Participant, together with a stock power, share power endorsed in blank, relating to with the shares covered by such Award. Company and shall bear the following (or a similar) legend: At the expiration of the restrictions, the Company shall instruct the transfer agent to release the shares from the restrictions applicable to such Award, subject to the terms of the Plan and applicable law or, in the event that a certificate has been issued, redeliver to the Grantee Participant (or his the Participant's legal representative, beneficiary or heir) share certificates for the shares Restricted Stock deposited with it without any legend except as otherwise provided by the Plan, this Agreement or as otherwise required by applicable law. During Except as otherwise provided by the period that Plan, until the Grantee holds issuance (as evidenced by the shares appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the share certificates evidencing such Restricted Stock, the Grantee shall have the no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Restricted Stock, notwithstanding the award or exercise of the Restricted Stock. Notwithstanding the foregoing, the Company shall retain custody of all securities or other property (other than regular cash dividends) distributed by the Company in respect of the Restricted Stock while it is ("Retained Distributions"), subject to restriction, but, notwithstanding any provisions of the Plan to the contrary, shall have no right to receive dividends prior to the vesting of such shares, and shall have no right to payment, accrual, crediting or otherwise with regard to dividends declared or paid by the Company prior to the vesting of the applicable shares. If the Award is forfeited in whole or in part, the Grantee will assign, transfer, and deliver any evidence of the shares of Restricted Stock to the Company and cooperate with the Company to reflect such forfeiture. (c) In addition to the forfeiture restrictions set forth herein, prior in this Agreement and such Retained Distributions shall be subject to vesting the same restrictions and terms and conditions as are applicable to such Restricted Stock. Except as provided in Sections 3 and 4(a) of the Plan or this Agreement, the shares of restrictions on the Restricted Stock may not covered by this Agreement are that the stock will be sold, assigned, transferred, hypothecated, pledged or otherwise alienated (collectively a “Transfer”) forfeited by the Grantee Participant and all of the Participant's rights to such stock shall immediately terminate without any payment or consideration by the Company, in the event of any sale, assignment, transfer, hypothecation, pledge or other alienation of such Transfer Restricted Stock made or attempted Transferattempted, whether voluntary or involuntary, and if involuntary whether by process of law in any civil or criminal suit, action or proceeding, whether in the nature of an insolvency or bankruptcy proceeding proceeding, or otherwise, except that the Restricted Stock may be transferred by will or by the laws of descent or distribution. The Restricted Stock may be exercised, during the lifetime of the Participant, only by the Participant, unless the Compensation Committee (the “Committee”) permits further transferability, on a general or specific basis, in which case the Committee may impose conditions and limitations on any permitted transferability. Subject to the terms of this Agreement and the Plan, and except as set forth in Section 4 hereof, upon termination of the Participant's employment for any reason, all Restricted Stock shall be void forfeited in accordance with the terms and conditions established by the Committee or as specified in this Agreement. Each Restricted Stock Award may, in the sole and absolute discretion of no effectthe Committee, have different forfeiture and vesting provisions.

Stock Awarded. (a) The Company hereby awards to the GranteeParticipant, in the aggregate, _____________ shares of Restricted Common Stock (the “Restricted Stock”) ), which shall be subject to the restrictions and conditions set forth in the Plan and in this Agreement. (b) Shares Each certificate issued in respect of the Restricted Stock shall be registered in the Participant’s name and contain the following legend: (c) No shares of Restricted Stock shall be evidenced by book-entry registration with transferred on the Company’s transfer agent, subject to such stop-transfer orders and other terms deemed appropriate by the Compensation Committee books of the Company’s Board Company nor shall any attempted sale, transfer, assignment, pledge or other disposition of Directors (the “Committee”) to reflect the restrictions applicable to such Award. Notwithstanding the foregoing, if any certificate is issued in respect of shares of Restricted Stock at be effective unless and until the sole discretion terms and provisions of this Agreement are first complied with. Any attempted sale, transfer, assignment, pledge or other disposition of any shares of Restricted Stock that does not comply with the provisions of this Agreement shall be invalid and of no effect. (d) Except as provided in the Plan or this Agreement, the restrictions on the Restricted Stock covered by this Agreement are that the stock will be forfeited by the Participant and all of the Committee, such certificate shall be registered in the name of Grantee and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable Participant’s rights to such award, substantially in the following form: If a certificate is issued with respect to the Restricted Stock, the Committee may require that the certificate evidencing such shares be held in custody stock shall immediately terminate without any payment or consideration by the Company until the restrictions thereon shall have lapsed and that the Grantee deliver a stock power, endorsed in blank, relating to the shares covered by such Award. At the expiration of the restrictions, the Company shall instruct the transfer agent to release the shares from the restrictions applicable to such Award, subject to the terms of the Plan and applicable law orCompany, in the event that a certificate has been issuedof any sale, redeliver to the Grantee (or his legal representative, beneficiary or heir) share certificates for the shares deposited with it without any legend except as otherwise provided by the Plan, this Agreement or applicable law. During the period that the Grantee holds the shares of Restricted Stock, the Grantee shall have the right to vote the Restricted Stock while it is subject to restriction, but, notwithstanding any provisions of the Plan to the contrary, shall have no right to receive dividends prior to the vesting of such shares, and shall have no right to payment, accrual, crediting or otherwise with regard to dividends declared or paid by the Company prior to the vesting of the applicable shares. If the Award is forfeited in whole or in part, the Grantee will assignassignment, transfer, and deliver any evidence hypothecation, pledge or other alienation of the shares of such Restricted Stock to the Company and cooperate with the Company to reflect such forfeiture. (c) In addition to the forfeiture restrictions set forth herein, prior to vesting as provided in Sections 3 and 4(a) of this Agreement, the shares of Restricted Stock may not be sold, assigned, transferred, hypothecated, pledged made or otherwise alienated (collectively a “Transfer”) by the Grantee and any such Transfer or attempted Transferattempted, whether voluntary or involuntary, and if involuntary whether by process of law in any civil or criminal suit, action or proceeding, whether in the nature of an insolvency or bankruptcy proceeding or otherwise, shall except that the Restricted Stock may be void transferred by will or by the laws of descent or distribution and may be exercised, during the lifetime of no effectthe Participant, only by the Participant, unless the Committee permits further transferability, on a general or specific basis, in which case the Committee may impose conditions and limitations on any permitted transferability. (e) Subject to the terms of this Agreement and the Plan, upon termination of the Participant’s employment with the Company for any reason, all Restricted Stock may vest or be forfeited in accordance with the terms and conditions established by the Committee or as specified in this Agreement. Each Restricted Stock Award may, in the sole and absolute discretion of the Committee, have different forfeiture and vesting provisions.

Stock Awarded. (a) The Company hereby awards to the GranteeParticipant, in the aggregate, _____________ an award of [300,000] shares of Restricted Stock [Class A common stock] of the Company (the “Restricted StockAward”) which shall be subject to the conditions and restrictions and conditions set forth in the Plan and in this Agreement. (b) Shares of Restricted Stock shall be evidenced by book-entry registration with the Company’s transfer agent, subject to such stop-transfer orders and other terms deemed appropriate by the Compensation Committee of the Company’s Board of Directors (the “Committee”) to reflect the restrictions applicable to such AwardRestricted Stock. Notwithstanding the foregoing, if any certificate is issued in respect of shares of such Restricted Stock Stock, at the sole discretion of the Committee, such certificate shall be registered in the name of Grantee the Participant and shall bear an appropriate legend referring to the terms, conditions, conditions and restrictions applicable to such awardthis Award, substantially in the following form: If a certificate is issued with respect to the Restricted Stock, the Committee may require that the certificate evidencing such shares be held in custody by the Company until the restrictions thereon shall have lapsed and that the Grantee Participant deliver a stock power, endorsed in blank, relating to the shares covered by such this Award. At the expiration of the restrictions, the Company shall instruct the transfer agent to release the shares from the restrictions applicable to such AwardRestricted Stock, subject to the terms of the Plan and applicable law or, in the event that a certificate has been issued, redeliver to the Grantee Participant (or his legal representative, beneficiary or heir) share certificates for the shares deposited with it without any legend except as otherwise provided by the Plan, this Agreement or applicable law. During the period that the Grantee Participant holds the shares of Restricted Stock, the Grantee Participant shall have the right to receive dividends on and to vote the Restricted Stock while it is subject to restriction, but, notwithstanding any provisions of the Plan to the contrary, shall have no right to receive dividends prior to the vesting of such shares, and shall have no right to payment, accrual, crediting or except as otherwise with regard to dividends declared or paid provided by the Company prior to the vesting of the applicable sharesPlan. If the Award Restricted Stock is forfeited forfeited, in whole or in part, the Grantee Participant will assign, transfer, transfer and deliver any evidence of the shares of Restricted Stock to the Company and cooperate with the Company to reflect such forfeiture. By accepting this Award, the Participant acknowledges that the Company does not have an adequate remedy in damages for the breach by the Participant of the conditions and covenants set forth in this Agreement and agrees that the Company is entitled to and may obtain an order or a decree of specific performance against the Participant issued by any court having jurisdiction. (c) In addition to Except as provided in the forfeiture Plan or this Agreement, the restrictions set forth herein, on the Restricted Stock are that prior to vesting as provided in Sections Section 3 and 4(a) of this Agreement, the shares will be forfeited by the Participant and all of the Participant’s rights to such stock shall immediately terminate without any payment or consideration by the Company, in the event of any sale, assignment, transfer, hypothecation, pledge or other alienation of such Restricted Stock may not be sold, assigned, transferred, hypothecated, pledged made or otherwise alienated (collectively a “Transfer”) by the Grantee and any such Transfer or attempted Transferattempted, whether voluntary or involuntary, and if involuntary whether by process of law in any civil or criminal suit, action or proceeding, whether in the nature of an insolvency or bankruptcy proceeding or otherwise. Notwithstanding the foregoing, Participant may transfer the Restricted Stock to his Immediate Family Members (or to corporations, trusts, partnerships or limited liability companies established for the Participant and/or such family members); provided, that, (i) such transfer is for no consideration other than securities or other interests in such corporations, trusts, partnerships or limited liability companies, (ii) the Restricted Stock shall continue to be void subject to the terms, conditions and of no effectrestrictions herein and (iii) the transfer is effected through procedures established by the Committee from time to time.

Stock Awarded. (a) The Company hereby awards to the GranteeParticipant, in the aggregate, _____________ shares of Restricted Common Stock (the “Restricted Stock”) ), which shall be subject to the restrictions and conditions set forth in the Plan and in this Agreement. (b) Shares Each certificate issued in respect of the Restricted Stock shall be registered in the Participant’s name and contain the following legend: (c) No shares of Restricted Stock shall be evidenced by book-entry registration with transferred on the Company’s transfer agent, subject to such stop-transfer orders and other terms deemed appropriate by the Compensation Committee books of the Company’s Board Company nor shall any attempted sale, transfer, assignment, pledge or other disposition of Directors (the “Committee”) to reflect the restrictions applicable to such Award. Notwithstanding the foregoing, if any certificate is issued in respect of shares of Restricted Stock at be effective unless and until the sole discretion terms and provisions of this Agreement are first complied with. Any attempted sale, transfer, assignment, pledge or other disposition of any shares of Restricted Stock that does not comply with the provisions of this Agreement shall be invalid and of no effect. (d) Except as provided in the Plan or this Agreement, the restrictions on the Restricted Stock covered by this Agreement are that the stock will be forfeited by the Participant and all of the Committee, such certificate shall be registered in the name of Grantee and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable Participant’s rights to such award, substantially in the following form: If a certificate is issued with respect to the Restricted Stock, the Committee may require that the certificate evidencing such shares be held in custody stock shall immediately terminate without any payment or consideration by the Company until the restrictions thereon shall have lapsed and that the Grantee deliver a stock power, endorsed in blank, relating to the shares covered by such Award. At the expiration of the restrictions, the Company shall instruct the transfer agent to release the shares from the restrictions applicable to such Award, subject to the terms of the Plan and applicable law orCompany, in the event that a certificate has been issuedof any sale, redeliver to the Grantee (or his legal representative, beneficiary or heir) share certificates for the shares deposited with it without any legend except as otherwise provided by the Plan, this Agreement or applicable law. During the period that the Grantee holds the shares of Restricted Stock, the Grantee shall have the right to vote the Restricted Stock while it is subject to restriction, but, notwithstanding any provisions of the Plan to the contrary, shall have no right to receive dividends prior to the vesting of such shares, and shall have no right to payment, accrual, crediting or otherwise with regard to dividends declared or paid by the Company prior to the vesting of the applicable shares. If the Award is forfeited in whole or in part, the Grantee will assignassignment, transfer, and deliver any evidence hypothecation, pledge or other alienation of the shares of such Restricted Stock to the Company and cooperate with the Company to reflect such forfeiture. (c) In addition to the forfeiture restrictions set forth herein, prior to vesting as provided in Sections 3 and 4(a) of this Agreement, the shares of Restricted Stock may not be sold, assigned, transferred, hypothecated, pledged made or otherwise alienated (collectively a “Transfer”) by the Grantee and any such Transfer or attempted Transferattempted, whether voluntary or involuntary, and if involuntary whether by process of law in any civil or criminal suit, action or proceeding, whether in the nature of an insolvency or bankruptcy proceeding or otherwise, shall except that the Restricted Stock may be void transferred by will or by the laws of descent or distribution and may be exercised, during the lifetime of no effectthe Participant, only by the Participant, unless the Committee permits further transferability, on a general or specific basis, in which case the Committee may impose conditions and limitations on any permitted transferability. (e) Subject to the terms of this Agreement and the Plan, upon termination of the Participant’s employment with the Company for any reason, all Restricted Stock may vest or be forfeited in accordance with the terms and conditions established by the Committee or as specified in this Agreement. Each Restricted Stock Award may, in the sole and absolute discretion of the Committee, have different forfeiture and vesting provisions.

Stock Awarded. (a) The Company hereby awards to the Grantee, in the aggregate, _____________ shares of Restricted Stock 75,000 Shares (the “"Restricted Stock”) "), which shall be subject to the restrictions and conditions set forth in the Plan and in this Agreement. (b) Shares of Restricted Stock shall be evidenced by book-entry registration with the Company’s transfer agent, subject to such stop-transfer orders and other terms deemed appropriate by the Compensation Committee of the Company’s Board of Directors (the “Committee”) to reflect the restrictions applicable to such Award. Notwithstanding the foregoing, if any Each certificate is issued in respect of shares of the Restricted Stock at the sole discretion of the Committee, such certificate shall be registered in the Grantee's name of Grantee and shall bear an appropriate legend referring to the termsdeposited by him, conditions, and restrictions applicable to such award, substantially in the following form: If together with a certificate is issued with respect to the Restricted Stock, the Committee may require that the certificate evidencing such shares be held in custody by the Company until the restrictions thereon shall have lapsed and that the Grantee deliver a stock power, share power endorsed in blank, relating to with the shares covered by such Award. Company and shall bear the following (or a similar) legend: "THE TRANSFERABILITY OF THIS CERTIFICATE AND THE COMMON STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) CONTAINED IN THE RESTRICTED STOCK AWARD AGREEMENT EXECUTED ON SEPTEMBER __, 2002, ENTERED INTO BETWEEN THE REGISTERED OWNER AND PLAINS EXPLORATION & PRODUCTION COMPANY" At the expiration of the restrictions, the Company shall instruct the transfer agent to release the shares from the restrictions applicable to such Award, subject to the terms of the Plan and applicable law or, in the event that a certificate has been issued, redeliver to the Grantee (or his legal representative, beneficiary or heir) share certificates for the shares Shares deposited with it without any legend except as otherwise provided by the Plan, this Agreement or as otherwise required by applicable law. During the period that the Grantee holds the shares of Restricted Stock, the The Grantee shall have the right to receive dividends on and to vote the Restricted Stock while it is held in custody except as otherwise provided by the Plan. Notwithstanding the foregoing, the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Stock and such Retained Distributions shall be subject to restriction, but, notwithstanding any provisions of the Plan same restrictions on terms and conditions as are applicable to the contrary, shall have no right to receive dividends prior to the vesting of such shares, and shall have no right to payment, accrual, crediting or otherwise with regard to dividends declared or paid by the Company prior to the vesting of the applicable shares. If the Award is forfeited in whole or in part, the Grantee will assign, transfer, and deliver any evidence of the shares of Restricted Stock to the Company and cooperate with the Company to reflect such forfeitureStock. (c) In addition to the forfeiture restrictions set forth herein, prior to vesting Except as provided in Sections 3 and 4(a) of the Plan or this Agreement, the shares of Restricted Stock may not shall be sold, assigned, transferred, hypothecated, pledged or otherwise alienated (collectively a “Transfer”) forfeited by the Grantee and all of the Grantee's rights to such stock shall immediately terminate without any payment or consideration by the Company in the event of any sale, assignment, transfer, hypothecation, pledge or other alienation of such Transfer Restricted Stock made or attempted Transferby or on behalf of the Grantee, whether voluntary or involuntary, and if involuntary whether by process of law in any civil or criminal suit, action or proceeding, whether in the nature of an insolvency or bankruptcy proceeding or otherwise, shall be void and without the written consent of no effectthe Committee, excluding the Grantee if he so serves on the Committee.

Stock Awarded. (a) The Company hereby awards to the Grantee, in the aggregate, _____________ shares of Restricted Stock (the “Restricted Stock”) which shall be subject to the restrictions and conditions set forth in the Plan and in this Agreement. (b) Shares of Restricted Stock shall be evidenced by book-entry registration with the Company’s transfer agent, subject to such stop-transfer orders and other terms deemed appropriate by the Compensation Committee of the Company’s Board of Directors (the “Committee”) to reflect the restrictions applicable to such Award. Notwithstanding the foregoing, if any certificate is issued in respect of shares of Restricted Stock at the sole discretion of the Committee, such certificate shall be registered in the name of Grantee and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such award, substantially in the following form: If a certificate is issued with respect to the Restricted Stock, the Committee may require that the certificate evidencing such shares be held in custody by the Company until the restrictions thereon shall have lapsed and that the Grantee deliver a stock power, endorsed in blank, relating to the shares covered by such Award. At the expiration of the restrictions, the Company shall instruct the transfer agent to release the shares from the restrictions applicable to such Award, subject to the terms of the Plan and applicable law or, in the event that a certificate has been issued, redeliver to the Grantee (or his legal representative, beneficiary or heir) share certificates for the shares deposited with it without any legend except as otherwise provided by the Plan, this Agreement or applicable law. During the period that the Grantee holds the shares of Restricted Stock, the Grantee shall have the right to vote the Restricted Stock while it is subject to restriction, but, notwithstanding any provisions of the Plan to the contrary, shall have no right to receive dividends prior to the vesting of such shares, and shall have no right to payment, accrual, crediting or otherwise with regard to dividends declared or paid by the Company prior to the vesting of the applicable shares. If the Award is forfeited in whole or in part, the Grantee will assign, transfer, and deliver any evidence of the shares of Restricted Stock to the Company and cooperate with the Company to reflect such forfeiture. (c) In addition to the forfeiture restrictions set forth herein, prior to vesting as provided in Sections Section 3 and 4(a) of this Agreement, the shares of Restricted Stock may not be sold, assigned, transferred, hypothecated, pledged or otherwise alienated (collectively a “Transfer”) by the Grantee and any such Transfer or attempted Transfer, whether voluntary or involuntary, and if involuntary whether by process of law in any civil or criminal suit, action or proceeding, whether in the nature of an insolvency or bankruptcy proceeding or otherwise, shall be void and of no effect.

Stock Awarded. (a) The Company hereby awards to the Grantee, in the aggregate, _____________ shares of Restricted Stock 12,500 Shares (the “"Restricted Stock”) "), which shall be subject to the restrictions and conditions set forth in the Plan and in this Agreement. (b) Shares of Restricted Stock shall be evidenced by book-entry registration with the Company’s transfer agent, subject to such stop-transfer orders and other terms deemed appropriate by the Compensation Committee of the Company’s Board of Directors (the “Committee”) to reflect the restrictions applicable to such Award. Notwithstanding the foregoing, if any Each certificate is issued in respect of shares of the Restricted Stock at the sole discretion of the Committee, such certificate shall be registered in the Grantee's name of Grantee and shall bear an appropriate legend referring to the termsdeposited by him, conditions, and restrictions applicable to such award, substantially in the following form: If together with a certificate is issued with respect to the Restricted Stock, the Committee may require that the certificate evidencing such shares be held in custody by the Company until the restrictions thereon shall have lapsed and that the Grantee deliver a stock power, share power endorsed in blank, relating to with the shares covered by such Award. Company and shall bear the following (or a similar) legend: "THE TRANSFERABILITY OF THIS CERTIFICATE AND THE COMMON STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) CONTAINED IN THE RESTRICTED STOCK AWARD AGREEMENT DATED AS OF NOVEMBER 6, 2003, ENTERED INTO BETWEEN THE REGISTERED OWNER AND CRIIMI MAE INC" At the expiration of the restrictions, the Company shall instruct the transfer agent to release the shares from the restrictions applicable to such Award, subject to the terms of the Plan and applicable law or, in the event that a certificate has been issued, redeliver to the Grantee (or his legal representative, beneficiary or heir) share certificates for the shares Shares deposited with it without any legend except as otherwise provided by the Plan, this Agreement or as otherwise required by applicable law. During the period that the Grantee holds the shares of Restricted Stock, the The Grantee shall have the right to receive dividends on and to vote the Restricted Stock while it is held in custody except as otherwise provided by the Plan. Notwithstanding the foregoing, the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Stock and such Retained Distributions shall be subject to restriction, but, notwithstanding any provisions of the Plan same restrictions on terms and conditions as are applicable to the contrary, shall have no right to receive dividends prior to the vesting of such shares, and shall have no right to payment, accrual, crediting or otherwise with regard to dividends declared or paid by the Company prior to the vesting of the applicable shares. If the Award is forfeited in whole or in part, the Grantee will assign, transfer, and deliver any evidence of the shares of Restricted Stock to the Company and cooperate with the Company to reflect such forfeitureStock. (c) In addition to the forfeiture restrictions set forth herein, prior to vesting Except as provided in Sections 3 and 4(a) of the Plan or this Agreement, including without limitation, Section 3 below, the shares of restrictions on the Restricted Stock may not are that the stock will be sold, assigned, transferred, hypothecated, pledged or otherwise alienated (collectively a “Transfer”) forfeited by the Grantee and all of the Grantee's rights to such stock shall immediately terminate without any payment or consideration by the Company, in the event of any sale, assignment, transfer, hypothecation, pledge or other alienation of such Transfer Restricted Stock made or attempted Transferattempted, whether voluntary or involuntary, and if involuntary whether by process of law in any civil or criminal suit, action or proceeding, whether in the nature of an insolvency or bankruptcy proceeding or otherwise, shall be void and without the written consent of no effectthe Committee, excluding the Grantee if he so serves on the Committee.

Stock Awarded. (a) The Company hereby awards to the Grantee, in Participant the aggregate, _____________ shares of Restricted Stock (the “Restricted Stock”) which shall be subject to the conditions and restrictions and conditions set forth in the Plan and in this Agreement. (b) Shares of Restricted Stock shall be evidenced by book-entry registration with the Company’s transfer agent, subject to such stop-transfer orders and other terms deemed appropriate by the Compensation Committee of the Company’s Board of Directors (the “Committee”) to reflect the restrictions applicable to such Awardshares of Restricted Stock. Notwithstanding the foregoing, if any certificate is issued in respect of such shares of Restricted Stock Stock, at the sole discretion of the Committee, such certificate shall be registered in the name of Grantee the Participant and shall bear an appropriate legend referring to the terms, conditions, conditions and restrictions applicable to such awardthe shares of Restricted Stock, substantially in the following form: If a certificate is issued with respect to the any shares of Restricted Stock, the Committee may require that the certificate evidencing such shares be held in custody by the Company until the restrictions thereon shall have lapsed and that the Grantee Participant deliver a stock power, endorsed in blank, relating to the shares of Restricted Stock covered by such Awardthis Agreement. At the expiration of the restrictions, the Company shall instruct the transfer agent to release the shares of Restricted Stock from the restrictions applicable to such Awardshares, subject to the terms of the Plan and applicable law or, in the event that a certificate has been issued, redeliver to the Grantee Participant (or his legal representative, beneficiary or heir) share certificates for the shares deposited with it without any legend except as otherwise provided by the Plan, this Agreement or applicable law. During the period that the Grantee Participant holds the shares of Restricted Stock, the Grantee Participant shall have the right to receive dividends on and to vote the Restricted Stock while it is subject to restriction, but, notwithstanding any provisions of the Plan to the contrary, shall have no right to receive dividends prior to the vesting of such shares, and shall have no right to payment, accrual, crediting or except as otherwise with regard to dividends declared or paid provided by the Company prior to the vesting of the applicable sharesPlan. If the Award Restricted Stock is forfeited in whole or in partforfeited, the Grantee Participant will assign, transfer, transfer and deliver any evidence of the shares of Restricted Stock (or the portion thereof so forfeited, as applicable) to the Company and cooperate with the Company to reflect such forfeiture. By accepting the Restricted Stock, the Participant acknowledges that the Company does not have an adequate remedy in damages for the breach by the Participant of the conditions and covenants set forth in this Agreement and agrees that the Company is entitled to and may obtain an order or a decree of specific performance against the Participant issued by any court having jurisdiction. (c) In addition to the forfeiture restrictions set forth herein, prior to vesting Except as provided in Sections 3 and 4(a) of the Plan or this Agreement, the restrictions on the Restricted Stock are that prior to the “Vesting Date” (as defined in Section 3 below), the shares of Restricted Stock may not will be sold, assigned, transferred, hypothecated, pledged or otherwise alienated (collectively a “Transfer”) forfeited by the Grantee Participant and all of the Participant’s rights to such shares shall immediately terminate without any payment or consideration by the Company, in the event of any sale, assignment, transfer, hypothecation, pledge or other alienation of such Transfer shares of Restricted Stock made or attempted Transferattempted, whether voluntary or involuntary, and if involuntary whether by process of law in any civil or criminal suit, action or proceeding, whether in the nature of an insolvency or bankruptcy proceeding or otherwise. Notwithstanding the foregoing, Participant may transfer shares of Restricted Stock to his Immediate Family Members (or to corporations, trusts, partnerships or limited liability companies established for the Participant and/or such Immediate Family Members); provided, that, (i) such transfer is for no consideration other than securities or other interests in such corporations, trusts, partnerships or limited liability companies, (ii) such shares shall continue to be void subject to the terms, conditions and of no effectrestrictions herein and (iii) the transfer is effected through procedures established by the Committee from time to time.

Stock Awarded. (a) The Company hereby awards to the Grantee, in the aggregate, _____________ shares of Restricted Stock (the “Restricted Stock”) which shall be Shares, subject to the restrictions and conditions set forth in the Plan and in this AgreementAgreement (“Restricted Stock”). (b) Shares of Restricted Stock shall be evidenced by book-entry registration with the Company’s transfer agent, subject to such stop-transfer orders and other terms deemed appropriate by the Compensation Committee of the Company’s Board of Directors (the “Committee”) to reflect the restrictions applicable to such Award. Notwithstanding the foregoing, if any Each certificate is issued in respect of shares of the Restricted Stock at the sole discretion of the Committee, such certificate shall be registered in the Grantee’s name of Grantee and deposited by him with the Company and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such award, substantially in the following form(or a similar) legend: If a certificate is issued with respect to the Restricted Stock, the Committee may require that the certificate evidencing such shares be held in custody by the Company until the restrictions thereon shall have lapsed and that the Grantee deliver a stock power, endorsed in blank, relating to the shares covered by such Award. At the expiration of the restrictionsrestrictions applied to the Restricted Stock pursuant to Section 2(d) of this Agreement, the Company shall instruct the transfer agent to release the shares from the restrictions applicable to such Award, subject to the terms of the Plan and applicable law or, in the event that a certificate has been issued, redeliver to the Grantee (or his legal representative, beneficiary or heir) share certificates for the shares Shares deposited with it without any legend except as otherwise provided by the Plan, this Agreement, the Shareholders’ Agreement dated as of August 11, 2004 by and among the Company and each of the signatories thereto (the “Shareholders’ Agreement”) or as otherwise required by applicable law. During the period that the Grantee holds the shares of Restricted Stock, the The Grantee shall have the right to receive dividends on and to vote the Restricted Stock while it is held in custody except as otherwise provided by the Plan. Notwithstanding the foregoing, the Company shall retain custody of all dividends made or declared with respect to the Restricted Stock and such retained distributions shall be subject to restriction, but, notwithstanding any provisions of the Plan same restrictions on terms and conditions as are applicable to the contrary, Restricted Stock. No interest shall have no right to receive be paid on any dividends prior to the vesting of such shares, and shall have no right to payment, accrual, crediting or otherwise with regard to dividends declared or paid retained by the Company prior to the vesting of the applicable shares. If the Award is forfeited in whole or in part, the Grantee will assign, transfer, and deliver any evidence of the shares of Restricted Stock to the Company and cooperate with the Company to reflect such forfeitureCompany. (c) In addition As a condition of the grant, the Grantee shall be required to sign the forfeiture restrictions set forth herein, prior to vesting Shareholders’ Agreement. (d) Except as provided in Sections 3 and 4(a) of the Plan or this Agreement, the shares of restrictions on the Restricted Stock may not are that the Shares will be sold, assigned, transferred, hypothecated, pledged or otherwise alienated (collectively a “Transfer”) mandatorily repurchased for par value and cancelled by the Grantee Company and all of the Grantee’s rights to such Shares shall immediately terminate, in the event of any sale, assignment, transfer, hypothecation, pledge or other alienation of such Transfer Restricted Stock made or attempted Transferattempted, whether voluntary or involuntary, and if involuntary whether by process of law in any civil or criminal suit, action or proceeding, whether in the nature of an insolvency or bankruptcy proceeding or otherwise, shall be void and without the written consent of no effectthe Committee, excluding the Grantee if he so serves on the Committee.

Stock Awarded. (a) The Company hereby awards to the GranteeParticipant, in the aggregate, __________ (____ shares of Restricted Stock ____) Shares (the “Restricted Stock”) ), which shall be subject to the restrictions and conditions set forth in the Plan and in this Agreement. (b) Shares of Restricted Stock shall be evidenced by book-entry registration with the Company’s transfer agent, subject to such stop-transfer orders and other terms deemed appropriate by the Compensation Committee of the Company’s Board of Directors (the “Committee”) to reflect the restrictions applicable to such Award. Notwithstanding the foregoing, if any Each certificate is issued in respect of shares of the Restricted Stock at the sole discretion of the Committee, such certificate shall be registered in the Participant’s name of Grantee and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such award, substantially in the following form: If a certificate is issued with respect to the Restricted Stock, the Committee may require that the certificate evidencing such shares be held in custody deposited by the Company until the restrictions thereon shall have lapsed and that the Grantee deliver Participant, together with a stock power, share power endorsed in blank, relating to with the shares covered by such Award. Company and shall bear the following (or a similar) legend: At the expiration of the restrictions, the Company shall instruct the transfer agent to release the shares from the restrictions applicable to such Award, subject to the terms of the Plan and applicable law or, in the event that a certificate has been issued, redeliver to the Grantee Participant (or his the Participant’s legal representative, beneficiary or heir) share certificates for the shares Restricted Stock deposited with it without any legend except as otherwise provided by the Plan, this Agreement or as otherwise required by applicable law. During Except as otherwise provided by the period that Plan, until the Grantee holds issuance (as evidenced by the shares appropriate entry on the books of the Company, or of a duly authorized transfer agent of the Company) of the share certificates evidencing such Restricted Stock, the Grantee shall have the no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Restricted Stock, notwithstanding the exercise of the Restricted Stock. Notwithstanding the foregoing, the Company shall retain custody of all securities or other property (other than regular cash dividends) distributed by the Company in respect of the Restricted Stock while it is (“Retained Distributions”) subject to restriction, but, notwithstanding any provisions of the Plan to the contrary, shall have no right to receive dividends prior to the vesting of such shares, and shall have no right to payment, accrual, crediting or otherwise with regard to dividends declared or paid by the Company prior to the vesting of the applicable shares. If the Award is forfeited in whole or in part, the Grantee will assign, transfer, and deliver any evidence of the shares of Restricted Stock to the Company and cooperate with the Company to reflect such forfeiture. (c) In addition to the forfeiture restrictions set forth herein, prior in this Agreement 4868018v.1 and such Retained Distributions shall be subject to vesting the same restrictions on terms and conditions as are applicable to such Restricted Stock. Except as provided in Sections 3 and 4(a) of the Plan or this Agreement, the shares of restrictions on the Restricted Stock may not covered by this Agreement are that the stock will be sold, assigned, transferred, hypothecated, pledged or otherwise alienated (collectively a “Transfer”) forfeited by the Grantee Participant and all of the Participant’s rights to such stock shall immediately terminate without any payment or consideration by the Company, in the event of any sale, assignment, transfer, hypothecation, pledge or other alienation of such Transfer Restricted Stock made or attempted Transferattempted, whether voluntary or involuntary, and if involuntary whether by process of law in any civil or criminal suit, action or proceeding, whether in the nature of an insolvency or bankruptcy proceeding or otherwise, shall except that the Restricted Stock may be void transferred by will or by the laws of descent or distribution and may be exercised, during the lifetime of no effectthe Participant, only by the Participant, unless the Committee permits further transferability, on a general or specific basis, in which case the Committee may impose conditions and limitations on any permitted transferability. Subject to the terms of this Agreement and the Plan, upon termination of the Participant’s employment for any reason, all Restricted Stock may vest or be forfeited in accordance with the terms and conditions established by the Committee or as specified in this Agreement. Each Restricted Stock Award may, in the sole and absolute discretion of the Committee, have different forfeiture and vesting provisions.

Stock Awarded. (a) The Company hereby awards to the Grantee, in the aggregate, _____________ shares of Restricted Stock Shares (the “Restricted Stock”) ), which shall be subject to the restrictions and conditions set forth in the Plan and in this Agreement. (b) Shares of Restricted Stock shall be evidenced by book-entry registration with the Company’s transfer agent, subject to such stop-transfer orders and other terms deemed appropriate by the Compensation Committee of the Company’s Board of Directors (the “Committee”) to reflect the restrictions applicable to such Award. Notwithstanding the foregoing, if any Each certificate is issued in respect of shares of the Restricted Stock at the sole discretion of the Committee, such certificate shall be registered in the Grantee’s name of Grantee and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such award, substantially in the following form: If a certificate is issued with respect to the Restricted Stock, the Committee may require that the certificate evidencing such shares be held in custody deposited by the Company until the restrictions thereon shall have lapsed and that the Grantee deliver Grantee, together with a stock power, share power endorsed in blank, relating to with the shares covered by such AwardCompany and shall bear the following (or a similar) legend: “THE TRANSFERABILITY OF THIS CERTIFICATE AND THE COMMON STOCK REPRESENTEDHEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE)CONTAINED IN THE HEALTHTRONICS, INC. 2004 EQUITY INCENTIVE PLAN AND THEDIRECTOR RESTRICTED STOCK AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTEREDOWNER AND HEALTHTRONICS, INC. IN RESPECT OF SUCH STOCK.” At the expiration of the restrictions, the Company shall instruct the transfer agent to release the shares from the restrictions applicable to such Award, subject to the terms of the Plan and applicable law or, in the event that a certificate has been issued, redeliver to the Grantee (or his the Grantee’s legal representative, beneficiary or heir) share certificates for the shares Restricted Stock deposited with it without any legend except as otherwise provided by the Plan, this Agreement or as otherwise required by applicable law. During the period that the Grantee holds the shares of Restricted Stock, the The Grantee shall have the right to vote the Restricted Stock while it is subject to restrictionheld in custody except as otherwise provided by the Plan. Notwithstanding the foregoing, butthe Company shall retain custody of all cash, notwithstanding any provisions of the Plan to the contrary, shall have no right to receive dividends prior to the vesting of such shares, securities and shall have no right to payment, accrual, crediting or otherwise with regard to dividends declared or paid other property distributed by the Company prior in respect of the Restricted Stock (“Retained Distributions”) subject to the vesting of the applicable shares. If the Award is forfeited restrictions set forth in whole or in part, the Grantee will assign, transfer, this Agreement and deliver any evidence of the shares of Restricted Stock such Retained Distributions shall be subject to the Company same restrictions on terms and cooperate with the Company conditions as are applicable to reflect such forfeitureRestricted Stock. (c) In addition to the forfeiture restrictions set forth herein, prior to vesting Except as provided in Sections 3 and 4(a) of the Plan or this Agreement, the shares of restrictions on the Restricted Stock may not covered by this Agreement are that the stock will be sold, assigned, transferred, hypothecated, pledged or otherwise alienated (collectively a “Transfer”) forfeited by the Grantee and all of the Grantee’s rights to such stock shall immediately terminate without any payment or consideration by the Company, in the event of any sale, assignment, transfer, hypothecation, pledge or other alienation of such Transfer Restricted Stock made or attempted Transferattempted, whether voluntary or involuntary, and if involuntary whether by process of law in any civil or criminal suit, action or proceeding, whether in the nature of an insolvency or bankruptcy proceeding or otherwise, shall be void and of no effect.

Stock Awarded. (a) 2.1 The Company hereby awards to the GranteeParticipant, in the aggregate, _____________ an award of Performance Shares on 2,400,000 shares of Restricted Stock (the “Restricted Stock”) which shall be subject to the conditions and restrictions and conditions set forth in the Plan and in this Agreement. For purposes of this Agreement, 1,200,000 and 1,200,000 Performance Shares shall be referred to as “Tranche 1” and “Tranche 2", respectively (the “Tranches”). (b) 2.2 Performance Shares of Restricted Stock shall be evidenced by book-entry registration with the Company’s transfer agent, subject to such stop-transfer orders and other terms deemed appropriate by the Compensation Committee of the Company’s Board of Directors (the “Committee”) to reflect the restrictions applicable to such AwardPerformance Shares. Notwithstanding the foregoing, if any certificate is issued in respect of shares of Restricted Stock Performance Shares at the sole discretion of the Committee, such certificate shall be registered in the name of Grantee the Participant and shall bear an appropriate legend referring to the terms, conditions, conditions and restrictions applicable to such award, substantially in the following form: If a certificate is issued with respect to the Restricted StockPerformance Shares, the Committee may require that the certificate evidencing such shares be held in custody by the Company until the restrictions thereon shall have lapsed and that the Grantee deliver Participant shall have delivered a stock power, endorsed in blank, relating to the shares covered by such Award. At the expiration of the restrictions, the Company shall instruct the transfer agent to release the shares from the restrictions applicable to such AwardPerformance Shares, subject to the terms of the Plan and applicable law or, in the event that a certificate has been issued, redeliver to the Grantee Participant (or his or her legal representative, beneficiary or heir) share certificates for the shares deposited with it without any legend except as otherwise provided by the Plan, this Agreement or applicable law. During the period that the Grantee Participant holds the shares of Restricted StockPerformance Shares, the Grantee Participant shall have the right to receive dividends on and to vote the Restricted Stock Performance Shares while it is subject to restriction, but, notwithstanding any provisions of the Plan to the contrary, shall have no right to receive dividends prior to the vesting of such shares, and shall have no right to payment, accrual, crediting or except as otherwise with regard to dividends declared or paid provided by the Company prior to the vesting of the applicable sharesPlan. If the Award is forfeited Performance Shares are forfeited, in whole or in part, the Grantee Participant will assign, transfer, transfer and deliver any evidence of the shares of Restricted Stock Performance Shares to the Company and cooperate with the Company to reflect such forfeiture. By accepting these Performance Shares, the Participant acknowledges that the Company does not have an adequate remedy in damages for the breach by the Participant of the conditions and covenants set forth in this Agreement and agrees that the Company is entitled to and may obtain an order or a decree of specific performance against the Participant issued by any court having jurisdiction. (c) In addition to 2.3 Except as provided in the forfeiture Plan or this Agreement, the restrictions set forth herein, on the Performance Shares are that prior to vesting as provided in Sections Section 3 and 4(a) of this Agreement, the shares of Restricted Stock may not will be sold, assigned, transferred, hypothecated, pledged or otherwise alienated (collectively a “Transfer”) forfeited by the Grantee Participant and all of the Participant’s rights to such stock shall immediately terminate without any payment or consideration by the Company, in the event of any sale, assignment, transfer, hypothecation, pledge or other alienation of such Transfer Performance Shares made or attempted Transferattempted, whether voluntary or involuntary, and if involuntary whether by process of law in any civil or criminal suit, action or proceeding, whether in the nature of an insolvency or bankruptcy proceeding or otherwise. Notwithstanding the foregoing, shall be void Participant may transfer the Performance Shares to his Immediate Family Members (or to trusts or partnerships or limited liability companies established for such family members); provided, that, such transfer is for no consideration and of no effectthe effected through such procedures as the Committee may establish from time to time.

Stock Awarded. (a) The Company hereby awards to the Grantee, in the aggregate, __________ (____ shares of Restricted Stock ____) Shares (the “Restricted Stock”) ), which shall be subject to the restrictions and conditions set forth in the Plan and in this Agreement. (b) Shares of Restricted Stock shall be evidenced by book-entry registration with the Company’s transfer agent, subject to such stop-transfer orders and other terms deemed appropriate by the Compensation Committee of the Company’s Board of Directors (the “Committee”) to reflect the restrictions applicable to such Award. Notwithstanding the foregoing, if any Each certificate is issued in respect of shares of the Restricted Stock at the sole discretion of the Committee, such certificate shall be registered in the Grantee’s name of Grantee and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such award, substantially in the following form: If a certificate is issued with respect to the Restricted Stock, the Committee may require that the certificate evidencing such shares be held in custody deposited by the Company until the restrictions thereon shall have lapsed and that the Grantee deliver Grantee, together with a stock power, share power endorsed in blank, relating to with the shares covered by such Award. Company and shall bear the following (or a similar) legend: At the expiration of the restrictions, the Company shall instruct the transfer agent to release the shares from the restrictions applicable to such Award, subject to the terms of the Plan and applicable law or, in the event that a certificate has been issued, redeliver to the Grantee (or his the Grantee’s legal representative, beneficiary or heir) share certificates for the shares Restricted Stock deposited with it without any legend except as otherwise provided by the Plan, this Agreement or as otherwise required by applicable law. During the period that the Grantee holds the shares of Restricted Stock, the The Grantee shall have the right to receive dividends on and to vote the Restricted Stock while it is subject to restrictionheld in custody except as otherwise provided by the Plan. Notwithstanding the foregoing, but, notwithstanding any provisions the Company shall retain custody of the Plan to the contrary, shall have no right to receive dividends prior to the vesting of such shares, and shall have no right to payment, accrual, crediting all securities or otherwise with regard to dividends declared or paid other property (other than regular cash dividends) distributed by the Company prior in respect of the Restricted Stock (“Retained Distributions”) subject to the vesting of the applicable shares. If the Award is forfeited restrictions set forth in whole or in part, the Grantee will assign, transfer, this Agreement and deliver any evidence of the shares of Restricted Stock such Retained Distributions shall be subject to the Company same restrictions on terms and cooperate with the Company conditions as are applicable to reflect such forfeitureRestricted Stock. (c) In addition to the forfeiture restrictions set forth herein, prior to vesting Except as provided in Sections 3 and 4(a) of the Plan or this Agreement, the shares of restrictions on the Restricted Stock may not covered by this Agreement are that the stock will be sold, assigned, transferred, hypothecated, pledged or otherwise alienated (collectively a “Transfer”) forfeited by the Grantee and all of the Grantee’s rights to such stock shall immediately terminate without any payment or consideration by the Company, in the event of any sale, assignment, transfer, hypothecation, pledge or other alienation of such Transfer Restricted Stock made or attempted Transferattempted, whether voluntary or involuntary, and if involuntary whether by process of law in any civil or criminal suit, action or proceeding, whether in the nature of an insolvency or bankruptcy proceeding or otherwise, shall be void and of no effect.

Stock Awarded. (a) The Company hereby awards to the Grantee, in the aggregate, _____________ shares of Restricted Stock ------- Shares (the “"Restricted Stock”) "), which shall be subject to the restrictions and conditions set forth in the Plan and in this Agreement. (b) Shares of Restricted Stock shall be evidenced by book-entry registration with the Company’s transfer agent, subject to such stop-transfer orders and other terms deemed appropriate by the Compensation Committee of the Company’s Board of Directors (the “Committee”) to reflect the restrictions applicable to such Award. Notwithstanding the foregoing, if any Each certificate is issued in respect of shares of the Restricted Stock at the sole discretion of the Committee, such certificate shall be registered in the Grantee's name of Grantee and shall bear an appropriate legend referring to the termsdeposited by him, conditions, and restrictions applicable to such award, substantially in the following form: If together with a certificate is issued with respect to the Restricted Stock, the Committee may require that the certificate evidencing such shares be held in custody by the Company until the restrictions thereon shall have lapsed and that the Grantee deliver a stock power, share power endorsed in blank, relating to with the shares covered by such Award. Company and shall bear the following (or a similar) legend: "THE TRANSFERABILITY OF THIS CERTIFICATE AND THE COMMON STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) CONTAINED IN THE RESTRICTED STOCK AWARD AGREEMENT DATED AS OF , ENTERED INTO BETWEEN THE ------------------- REGISTERED OWNER AND CRIIMI MAE INC" At the expiration of the restrictions, the Company shall instruct the transfer agent to release the shares from the restrictions applicable to such Award, subject to the terms of the Plan and applicable law or, in the event that a certificate has been issued, redeliver to the Grantee (or his legal representative, beneficiary or heir) share certificates for the shares Shares deposited with it without any legend except as otherwise provided by the Plan, this Agreement or as otherwise required by applicable law. During the period that the Grantee holds the shares of Restricted Stock, the The Grantee shall have the right to receive dividends on and to vote the Restricted Stock while it is held in custody except as otherwise provided by the Plan. Notwithstanding the foregoing, the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Stock and such Retained Distributions shall be subject to restriction, but, notwithstanding any provisions of the Plan same restrictions on terms and conditions as are applicable to the contrary, shall have no right to receive dividends prior to the vesting of such shares, and shall have no right to payment, accrual, crediting or otherwise with regard to dividends declared or paid by the Company prior to the vesting of the applicable shares. If the Award is forfeited in whole or in part, the Grantee will assign, transfer, and deliver any evidence of the shares of Restricted Stock to the Company and cooperate with the Company to reflect such forfeitureStock. (c) In addition to the forfeiture restrictions set forth herein, prior to vesting Except as provided in Sections 3 and 4(a) of the Plan or this Agreement, including without limitation, Section 3 below, the shares of restrictions on the Restricted Stock may not are that the stock will be sold, assigned, transferred, hypothecated, pledged or otherwise alienated (collectively a “Transfer”) forfeited by the Grantee and all of the Grantee's rights to such stock shall immediately terminate without any payment or consideration by the Company, in the event of any sale, assignment, transfer, hypothecation, pledge or other alienation of such Transfer Restricted Stock made or attempted Transferattempted, whether voluntary or involuntary, and if involuntary whether by process of law in any civil or criminal suit, action or proceeding, whether in the nature of an insolvency or bankruptcy proceeding or otherwise, shall be void and without the written consent of no effectthe Committee, excluding the Grantee if he so serves on the Committee.

Stock Awarded. (a) The Company hereby awards to the Grantee, in the aggregate, _____________ shares of Restricted Stock Shares (the “Restricted Stock”) ), which shall be subject to the restrictions and conditions set forth in the Plan and in this Agreement. (b) Shares of Restricted Stock shall be evidenced by book-entry registration with the Company’s transfer agent, subject to such stop-transfer orders and other terms deemed appropriate by the Compensation Committee of the Company’s Board of Directors (the “Committee”) to reflect the restrictions applicable to such Award. Notwithstanding the foregoing, if any Each certificate is issued in respect of shares of the Restricted Stock at the sole discretion of the Committee, such certificate shall be registered in the Grantee’s name of Grantee and shall bear an appropriate legend referring to the termsdeposited by him, conditions, and restrictions applicable to such award, substantially in the following form: If together with a certificate is issued with respect to the Restricted Stock, the Committee may require that the certificate evidencing such shares be held in custody by the Company until the restrictions thereon shall have lapsed and that the Grantee deliver a stock power, share power endorsed in blank, relating to with the shares covered by such Award. Company and shall bear the following (or a similar) legend: [ ], 2003, ENTERED INTO BETWEEN At the expiration of the restrictions, the Company shall instruct the transfer agent to release the shares from the restrictions applicable to such Award, subject to the terms of the Plan and applicable law or, in the event that a certificate has been issued, redeliver to the Grantee (or his legal representative, beneficiary or heir) share certificates for the shares Shares deposited with it without any legend except as otherwise provided by the Plan, this Agreement or as otherwise required by applicable law. During the period that the Grantee holds the shares of Restricted Stock, the The Grantee shall have the right to receive dividends on and to vote the Restricted Stock while it is held in custody except as otherwise provided by the Plan. Notwithstanding the foregoing, the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Stock and such Retained Distributions shall be subject to restriction, but, notwithstanding any provisions of the Plan same restrictions on terms and conditions as are applicable to the contrary, shall have no right to receive dividends prior to the vesting of such shares, and shall have no right to payment, accrual, crediting or otherwise with regard to dividends declared or paid by the Company prior to the vesting of the applicable shares. If the Award is forfeited in whole or in part, the Grantee will assign, transfer, and deliver any evidence of the shares of Restricted Stock to the Company and cooperate with the Company to reflect such forfeitureStock. (c) In addition to the forfeiture restrictions set forth herein, prior to vesting Except as provided in Sections 3 and 4(a) of the Plan or this Agreement, the shares of restrictions on the Restricted Stock may not covered by this Agreement are that the stock will be sold, assigned, transferred, hypothecated, pledged or otherwise alienated (collectively a “Transfer”) forfeited by the Grantee and all of the Grantee’s rights to such stock shall immediately terminate without any payment or consideration by the Company, in the event of any sale, assignment, transfer, hypothecation, pledge or other alienation of such Transfer Restricted Stock made or attempted Transferattempted, whether voluntary or involuntary, and if involuntary whether by process of law in any civil or criminal suit, action or proceeding, whether in the nature of an insolvency or bankruptcy proceeding or otherwise, shall be void and without the written consent of no effectthe Committee, excluding the Grantee if he so serves on the Committee.

Stock Awarded. (a) The Company hereby awards to the GranteeParticipant, in the aggregate, _____________ shares of Restricted Stock Shares (the “Restricted Stock”) ), which shall be subject to the restrictions and conditions set forth in the Plan and in this Agreement. (b) Shares of Restricted Stock shall be evidenced by book-entry registration with the Company’s transfer agent, subject to such stop-transfer orders and other terms deemed appropriate by the Compensation Committee of the Company’s Board of Directors (the “Committee”) to reflect the restrictions applicable to such Award. Notwithstanding the foregoing, if any Each certificate is issued in respect of shares of the Restricted Stock at the sole discretion of the Committee, such certificate shall be registered in the Participant’s name of Grantee and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such award, substantially in the following form: If a certificate is issued with respect to the Restricted Stock, the Committee may require that the certificate evidencing such shares be held in custody deposited by the Company until the restrictions thereon shall have lapsed and that the Grantee deliver Participant, together with a stock power, share power endorsed in blank, relating to with the shares covered by such Award. Company and shall bear the following (or a similar) legend: At the expiration of the restrictions, the Company shall instruct the transfer agent to release the shares from the restrictions applicable to such Award, subject to the terms of the Plan and applicable law or, in the event that a certificate has been issued, redeliver to the Grantee Participant (or his the Participant’s legal representative, beneficiary or heir) share certificates for the shares Restricted Stock deposited with it without any legend except as otherwise provided by the Plan, this Agreement or as otherwise required by applicable law. During Except as otherwise provided by the period that Plan, until the Grantee holds issuance (as evidenced by the shares appropriate entry on the books of the Company, or of a duly authorized transfer agent of the Company) of the share certificates evidencing such Restricted Stock, the Grantee shall have the no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Restricted Stock, notwithstanding the exercise of the Restricted Stock. Notwithstanding the foregoing, the Company shall retain custody of all securities or other property (other than regular cash dividends) distributed by the Company in respect of the Restricted Stock while it is (“Retained Distributions”) subject to restriction, but, notwithstanding any provisions of the Plan to the contrary, shall have no right to receive dividends prior to the vesting of such shares, and shall have no right to payment, accrual, crediting or otherwise with regard to dividends declared or paid by the Company prior to the vesting of the applicable shares. If the Award is forfeited in whole or in part, the Grantee will assign, transfer, and deliver any evidence of the shares of Restricted Stock to the Company and cooperate with the Company to reflect such forfeiture. (c) In addition to the forfeiture restrictions set forth herein, prior in this Agreement and such Retained Distributions shall be subject to vesting the same restrictions on terms and conditions as are applicable to such Restricted Stock. Except as provided in Sections 3 and 4(a) of the Plan or this Agreement, the shares of restrictions on the Restricted Stock may not covered by this Agreement are that the stock will be sold, assigned, transferred, hypothecated, pledged or otherwise alienated (collectively a “Transfer”) forfeited by the Grantee Participant and all of the Participant’s rights to such stock shall immediately terminate without any payment or consideration by the Company, in the event of any sale, assignment, transfer, hypothecation, pledge or other alienation of such Transfer Restricted Stock made or attempted Transferattempted, whether voluntary or involuntary, and if involuntary whether by process of law in any civil or criminal suit, action or proceeding, whether in the nature of an insolvency or bankruptcy proceeding or otherwise, shall except that the Restricted Stock may be void transferred by will or by the laws of descent or distribution and may be exercised, during the lifetime of no effectthe Participant, only by the Participant, unless the Committee permits further transferability, on a general or specific basis, in which case the Committee may impose conditions and limitations on any permitted transferability. Subject to the terms of this Agreement and the Plan, upon termination of the Participant’s employment for any reason, all Restricted Stock may vest or be forfeited in accordance with the terms and conditions established by the Committee or as specified in this Agreement. Each Restricted Stock Award may, in the sole and absolute discretion of the Committee, have different forfeiture and vesting provisions.

Stock Awarded. (a) 2.1 The Company hereby awards to the GranteeParticipant as of the Grant Date, in the aggregate, _____________ an award of [ ( )] shares of Restricted Stock the Company’s Class A common stock, $0.10 par value per share (the “Restricted Common Stock”) ), all of which shall be subject to the conditions and restrictions and conditions set forth in the Plan and in this Agreement. (ba) Shares of Restricted Performance Stock shall be evidenced by book-entry registration with the Company’s transfer agent, subject to such stop-transfer orders and other terms deemed appropriate by the Compensation Committee of the Company’s Board of Directors of the Company (the “Committee”) to reflect the restrictions applicable to such AwardPerformance Stock. Notwithstanding the foregoing, if any certificate is issued in respect of shares of Restricted such Performance Stock at the sole discretion of the Committee, such certificate shall be registered in the name of Grantee the Participant and shall bear an appropriate legend referring to the terms, conditions, conditions and restrictions applicable to such awardPerformance Stock, substantially in the following form: : (b) If a certificate is issued with respect to the Restricted any Performance Stock, the Committee may require that the certificate evidencing such shares be held in custody by the Company until the restrictions thereon shall have lapsed and that the Grantee deliver Participant shall have delivered a stock power, endorsed in blank, relating to the shares covered by such AwardPerformance Stock. At the expiration of the restrictions, the Company shall instruct the transfer agent to release the shares from the restrictions applicable to such Awardshares of Performance Stock, subject to the terms of the Plan and applicable law or, in the event that a certificate has been issued, redeliver to the Grantee Participant (or his legal representative, beneficiary or heir) share certificates for the shares deposited with it without any legend legend, except as otherwise provided by the Plan, this Agreement or applicable law. . (c) During the period that the Grantee Participant holds the shares of Restricted Performance Stock, the Grantee Participant shall have the right to receive dividends on and to vote the Restricted Performance Stock while it is subject to restriction, but, notwithstanding any provisions of the Plan to the contrary, shall have no right to receive dividends prior to the vesting of such shares, and shall have no right to payment, accrual, crediting or except as otherwise with regard to dividends declared or paid provided by the Company prior to the vesting of the applicable shares. Plan. (d) If the Award Performance Stock is forfeited forfeited, in whole or in part, the Grantee Participant will assign, transfer, transfer and deliver any evidence of the shares of Restricted Performance Stock to the Company and cooperate with the Company to reflect such forfeiture. By accepting the Performance Stock, the Participant acknowledges that the Company does not have an adequate remedy in damages for the breach by the Participant of the conditions and covenants set forth in this Agreement and agrees that the Company is entitled to and may obtain an order or a decree of specific performance against the Participant issued by any court having jurisdiction. (ce) In addition to Except as provided in the forfeiture restrictions set forth hereinPlan or this Agreement, prior to vesting as provided in Sections Section 3 and 4(a) of this Agreement, the shares of Restricted Performance Stock may not will be sold, assigned, transferred, hypothecated, pledged or otherwise alienated (collectively a “Transfer”) forfeited by the Grantee Participant and all of the Participant’s rights to such shares of Performance Stock shall immediately terminate without any payment or consideration by the Company, in the event of any sale, assignment, transfer, hypothecation, pledge or other alienation of such Transfer Performance Stock made or attempted Transferattempted, whether voluntary or involuntary, and if involuntary whether by process of law in any civil or criminal suit, action or proceeding, whether in the nature of an insolvency or bankruptcy proceeding or otherwise, shall be void and of no effect.

Stock Awarded. (a) The Company hereby awards to the Grantee, in the aggregate, _____________ [quantity] shares of Restricted Stock (the “Restricted Stock”) which shall be subject to the restrictions and conditions set forth in the Plan and in this Agreement. (b) Shares of Restricted Stock shall be evidenced by book-entry registration with the Company’s 's transfer agent, subject to such stop-transfer orders and other terms deemed appropriate by the Compensation Committee of the Company’s Board of Directors (the “Committee”) to reflect the restrictions applicable to such Award. Notwithstanding the foregoing, if any certificate is issued in respect of shares of Restricted Stock at the sole discretion of the Committee, such certificate shall be registered in the name of Grantee and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such award, substantially in the following form: "THE TRANSFERABILITY OF THIS CERTIFICATE AND THE COMMON STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) CONTAINED IN THE RESTRICTED STOCK AWARD AGREEMENT DATED AS OF [GRANT DATE], ENTERED INTO BETWEEN THE REGISTERED OWNER AND CLEAR CHANNEL COMMUNICATIONS, INC." If a certificate is issued with respect to the Restricted Stock, the Committee may require that the certificate evidencing such shares be held in custody by the Company until the restrictions thereon shall have lapsed and that the Grantee deliver participant shall have delivered a stock power, endorsed in blank, relating to the shares Shares covered by such Award. At the expiration of the restrictions, the Company shall instruct the transfer agent to release the shares from the restrictions applicable to such Award, subject to the terms of the Plan and applicable law or, in the event that a certificate has been issued, redeliver to the Grantee (or his legal representative, beneficiary or heir) share certificates for the shares Shares deposited with it without any legend except as otherwise provided by the Plan, this Agreement or applicable law. During the period that the Grantee holds the shares of Restricted Stock, the Grantee shall have the right to receive dividends on and to vote the Restricted Stock while it is subject to restriction, but, notwithstanding any provisions of the Plan to the contrary, shall have no right to receive dividends prior to the vesting of such shares, and shall have no right to payment, accrual, crediting or except as otherwise with regard to dividends declared or paid provided by the Company prior to the vesting of the applicable sharesPlan. If the Award is forfeited in whole or in part, the Grantee will assign, transfer, and deliver any evidence of the shares of Restricted Stock to the Company and cooperate with the Company to reflect such forfeiture. By accepting the Award, the Grantee acknowledges that the Company does not have an adequate remedy in damages for the breach by the Grantee of the conditions and covenants set forth in this Agreement and agrees that the Company is entitled to and may obtain an order or a decree of specific performance against the Grantee issued by any court having jurisdiction. (c) In addition to Except as provided in the forfeiture Plan or this Agreement, the restrictions set forth herein, on the Restricted Stock are that prior to vesting as provided in Sections 3 and 4(a) of this Agreement, the shares of Restricted Stock may not be sold, assigned, transferred, hypothecated, pledged or otherwise alienated (collectively a “Transfer”"TRANSFER") by the Grantee without the written consent of the Committee and any such Transfer or attempted Transfer, whether voluntary or involuntary, and if involuntary whether by process of law in any civil or criminal suit, action or proceeding, whether in the nature of an insolvency or bankruptcy proceeding or otherwise, shall be void and of no effect.

Stock Awarded. (a) The Company hereby awards to the Grantee, in the aggregate, _____________ shares of Restricted Stock 60,000 Shares (the “"Restricted Stock”) "), which shall be subject to the restrictions and conditions set forth in the Plan and in this Agreement. (b) Shares of Restricted Stock shall be evidenced by book-entry registration with the Company’s transfer agent, subject to such stop-transfer orders and other terms deemed appropriate by the Compensation Committee of the Company’s Board of Directors (the “Committee”) to reflect the restrictions applicable to such Award. Notwithstanding the foregoing, if any Each certificate is issued in respect of shares of the Restricted Stock at the sole discretion of the Committee, such certificate shall be registered in the Grantee's name of Grantee and shall bear an appropriate legend referring to the termsdeposited by him, conditions, and restrictions applicable to such award, substantially in the following form: If together with a certificate is issued with respect to the Restricted Stock, the Committee may require that the certificate evidencing such shares be held in custody by the Company until the restrictions thereon shall have lapsed and that the Grantee deliver a stock power, share power endorsed in blank, relating to with the shares covered by such Award. Company and shall bear the following (or a similar) legend: "THE TRANSFERABILITY OF THIS CERTIFICATE AND THE COMMON STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) CONTAINED IN THE RESTRICTED STOCK AWARD AGREEMENT EXECUTED ON SEPTEMBER __, 2002, ENTERED INTO BETWEEN THE REGISTERED OWNER AND PLAINS EXPLORATION & PRODUCTION COMPANY" At the expiration of the restrictions, the Company shall instruct the transfer agent to release the shares from the restrictions applicable to such Award, subject to the terms of the Plan and applicable law or, in the event that a certificate has been issued, redeliver to the Grantee (or his legal representative, beneficiary or heir) share certificates for the shares Shares deposited with it without any legend except as otherwise provided by the Plan, this Agreement or as otherwise required by applicable law. During the period that the Grantee holds the shares of Restricted Stock, the The Grantee shall have the right to receive dividends on and to vote the Restricted Stock while it is held in custody except as otherwise provided by the Plan. Notwithstanding the foregoing, the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Stock and such Retained Distributions shall be subject to restriction, but, notwithstanding any provisions of the Plan same restrictions on terms and conditions as are applicable to the contrary, shall have no right to receive dividends prior to the vesting of such shares, and shall have no right to payment, accrual, crediting or otherwise with regard to dividends declared or paid by the Company prior to the vesting of the applicable shares. If the Award is forfeited in whole or in part, the Grantee will assign, transfer, and deliver any evidence of the shares of Restricted Stock to the Company and cooperate with the Company to reflect such forfeitureStock. (c) In addition to the forfeiture restrictions set forth herein, prior to vesting Except as provided in Sections 3 and 4(a) of the Plan or this Agreement, the shares of Restricted Stock may not shall be sold, assigned, transferred, hypothecated, pledged or otherwise alienated (collectively a “Transfer”) forfeited by the Grantee and all of the Grantee's rights to such stock shall immediately terminate without any payment or consideration by the Company in the event of any sale, assignment, transfer, hypothecation, pledge or other alienation of such Transfer Restricted Stock made or attempted Transferby or on behalf of the Grantee, whether voluntary or involuntary, and if involuntary whether by process of law in any civil or criminal suit, action or proceeding, whether in the nature of an insolvency or bankruptcy proceeding or otherwise, shall be void and without the written consent of no effectthe Committee, excluding the Grantee if he so serves on the Committee.

Stock Awarded. (a) The Company hereby awards to the GranteeParticipant, in the aggregate, _____________ an award of shares of Restricted Stock (the “Restricted StockAward”) which shall be subject to the conditions and restrictions and conditions set forth in the Plan and in this Agreement. (b) Shares of Restricted Stock shall be evidenced by book-entry registration with the Company’s transfer agent, subject to such stop-transfer orders and other terms deemed appropriate by the Compensation Committee of the Company’s Board of Directors (the “Committee”) to reflect the restrictions applicable to such AwardRestricted Stock. Notwithstanding the foregoing, if any certificate is issued in respect of shares of such Restricted Stock Stock, at the sole discretion of the Committee, such certificate shall be registered in the name of Grantee the Participant and shall bear an appropriate legend referring to the terms, conditions, conditions and restrictions applicable to such awardthis Award, substantially in the following form: “THE TRANSFERABILITY OF THIS CERTIFICATE AND THE COMMON STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) CONTAINED IN THE RESTRICTED STOCK AWARD AGREEMENT DATED AS OF , 2006, ENTERED INTO BETWEEN THE REGISTERED OWNER AND THE WET SEAL, INC.” If a certificate is issued with respect to the Restricted Stock, the Committee may require that the certificate evidencing such shares be held in custody by the Company until the restrictions thereon shall have lapsed and that the Grantee Participant deliver a stock power, endorsed in blank, relating to the shares covered by such this Award. At the expiration of the restrictions, the Company shall instruct the transfer agent to release the shares from the restrictions applicable to such AwardRestricted Stock, subject to the terms of the Plan and applicable law or, in the event that a certificate has been issued, redeliver to the Grantee Participant (or his or her legal representative, beneficiary or heir) share certificates for the shares deposited with it without any legend except as otherwise provided by the Plan, this Agreement or applicable law. During the period that the Grantee Participant holds the shares of Restricted Stock, the Grantee Participant shall have the right to receive dividends on and to vote the Restricted Stock while it is subject to restriction, but, notwithstanding any provisions of the Plan to the contrary, shall have no right to receive dividends prior to the vesting of such shares, and shall have no right to payment, accrual, crediting or except as otherwise with regard to dividends declared or paid provided by the Company prior to the vesting of the applicable sharesPlan. If the Award Restricted Stock is forfeited forfeited, in whole or in part, the Grantee Participant will assign, transfer, transfer and deliver any evidence of the shares of Restricted Stock to the Company and cooperate with the Company to reflect such forfeiture. By accepting this Award, the Participant acknowledges that the Company does not have an adequate remedy in damages for the breach by the Participant of the conditions and covenants set forth in this Agreement and agrees that the Company is entitled to and may obtain an order or a decree of specific performance against the Participant issued by any court having jurisdiction. (c) In addition to Except as provided in the forfeiture restrictions set forth hereinPlan or this Agreement, prior to vesting as provided in Sections Section 3 and 4(a) of this Agreement, the shares will be forfeited by the Participant and all of the Participant’s rights to such stock shall immediately terminate without any payment or consideration by the Company, in the event of any sale, assignment, transfer, hypothecation, pledge or other alienation of such Restricted Stock may not be sold, assigned, transferred, hypothecated, pledged made or otherwise alienated (collectively a “Transfer”) by the Grantee and any such Transfer or attempted Transferattempted, whether voluntary or involuntary, and if involuntary whether by process of law in any civil or criminal suit, action or proceeding, whether in the nature of an insolvency or bankruptcy proceeding or otherwise. Notwithstanding the foregoing, Participant may transfer the Restricted Stock to his Immediate Family Members (or to trusts or partnerships or limited liability companies established for such family members); provided, that, (i) such transfer is for no consideration, (ii) the Restricted Stock shall continue to be void subject to the terms, conditions and of no effectrestrictions herein and (iii) such transfer is effected through such procedures as the Committee may establish from time to time.

Stock Awarded. (a) The Company hereby awards to the Grantee, in Participant the aggregate, _____________ shares of Restricted Stock (the “Restricted Stock”) which shall be subject to the conditions and restrictions and conditions set forth in the Plan and in this Agreement. (b) Shares of Restricted Stock shall be evidenced by book-entry registration with the Company’s transfer agent, subject to such stop-transfer orders and other terms deemed appropriate by the Compensation Committee of the Company’s Board of Directors (the “Committee”) to reflect the restrictions applicable to such AwardRestricted Stock. Notwithstanding the foregoing, if any certificate is issued in respect of shares of such Restricted Stock Stock, at the sole discretion of the Committee, such certificate shall be registered in the name of Grantee the Participant and shall bear an appropriate legend referring to the terms, conditions, conditions and restrictions applicable to such awardthe Restricted Stock, substantially in the following form: If a certificate is issued with respect to the Restricted Stock, the Committee may require that the certificate evidencing such shares be held in custody by the Company until the restrictions thereon shall have lapsed and that the Grantee Participant deliver a stock power, endorsed in blank, relating to the shares covered by such Awardthis Agreement. At the expiration of the restrictions, the Company shall instruct the transfer agent to release the shares from the restrictions applicable to such AwardRestricted Stock, subject to the terms of the Plan and applicable law or, in the event that a certificate has been issued, redeliver to the Grantee Participant (or his legal representative, beneficiary or heir) share certificates for the shares deposited with it without any legend except as otherwise provided by the Plan, this Agreement or applicable law. During the period that the Grantee Participant holds the shares of Restricted Stock, the Grantee Participant shall have the right to receive dividends on and to vote the Restricted Stock while it is subject to restriction, but, notwithstanding any provisions of the Plan to the contrary, shall have no right to receive dividends prior to the vesting of such shares, and shall have no right to payment, accrual, crediting or except as otherwise with regard to dividends declared or paid provided by the Company prior to the vesting of the applicable sharesPlan. If the Award Restricted Stock is forfeited forfeited, in whole or in part, the Grantee Participant will assign, transfer, transfer and deliver any evidence of the shares of Restricted Stock to the Company and cooperate with the Company to reflect such forfeiture. By accepting this Award, the Participant acknowledges that the Company does not have an adequate remedy in damages for the breach by the Participant of the conditions and covenants set forth in this Agreement and agrees that the Company is entitled to and may obtain an order or a decree of specific performance against the Participant issued by any court having jurisdiction. (c) In addition to the forfeiture restrictions set forth herein, prior to vesting Except as provided in Sections 3 and 4(a) of the Plan or this Agreement, the restrictions on the Restricted Stock are that prior to the “Vesting Date” (as defined in Section 3 below), the shares of Restricted Stock may not will be sold, assigned, transferred, hypothecated, pledged or otherwise alienated (collectively a “Transfer”) forfeited by the Grantee Participant and all of the Participant’s rights to such shares shall immediately terminate without any payment or consideration by the Company, in the event of any sale, assignment, transfer, hypothecation, pledge or other alienation of such Transfer Restricted Stock made or attempted Transferattempted, whether voluntary or involuntary, and if involuntary whether by process of law in any civil or criminal suit, action or proceeding, whether in the nature of an insolvency or bankruptcy proceeding or otherwise. Notwithstanding the foregoing, Participant may transfer the Restricted Stock to his Immediate Family Members (or to corporations, trusts, partnerships or limited liability companies established for the Participant and/or such Immediate Family Members); provided, that, (i) such transfer is for no consideration other than securities or other interests in such corporations, trusts, partnerships or limited liability companies, (ii) the Restricted Stock shall continue to be void subject to the terms, conditions and of no effectrestrictions herein and (iii) the transfer is effected through procedures established by the Committee from time to time.

Stock Awarded. (a) The Company hereby awards to the Grantee, in the aggregate, _____________ shares of Restricted Stock 58,021 Shares (the “"Restricted Stock”) "), which shall be subject to the restrictions and conditions set forth in the Plan and in this Agreement. (b) Shares of Restricted Stock shall be evidenced by book-entry registration with the Company’s transfer agent, subject to such stop-transfer orders and other terms deemed appropriate by the Compensation Committee of the Company’s Board of Directors (the “Committee”) to reflect the restrictions applicable to such Award. Notwithstanding the foregoing, if any Each certificate is issued in respect of shares of the Restricted Stock at the sole discretion of the Committee, such certificate shall be registered in the Grantee's name of Grantee and shall bear an appropriate legend referring to the termsdeposited by him, conditions, and restrictions applicable to such award, substantially in the following form: If together with a certificate is issued with respect to the Restricted Stock, the Committee may require that the certificate evidencing such shares be held in custody by the Company until the restrictions thereon shall have lapsed and that the Grantee deliver a stock power, share power endorsed in blank, relating to with the shares covered by such Award. Company and shall bear the following (or a similar) legend: "THE TRANSFERABILITY OF THIS CERTIFICATE AND THE COMMON STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) CONTAINED IN THE RESTRICTED STOCK AWARD AGREEMENT DATED AS OF SEPTEMBER 15, 2003, ENTERED INTO BETWEEN THE REGISTERED OWNER AND CRIIMI MAE INC" At the expiration of the restrictions, the Company shall instruct the transfer agent to release the shares from the restrictions applicable to such Award, subject to the terms of the Plan and applicable law or, in the event that a certificate has been issued, redeliver to the Grantee (or his legal representative, beneficiary or heir) share certificates for the shares Shares deposited with it without any legend except as otherwise provided by the Plan, this Agreement or as otherwise required by applicable law. During the period that the Grantee holds the shares of Restricted Stock, the The Grantee shall have the right to receive dividends on and to vote the Restricted Stock while it is held in custody except as otherwise provided by the Plan. Notwithstanding the foregoing, the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Stock and such Retained Distributions shall be subject to restriction, but, notwithstanding any provisions of the Plan same restrictions on terms and conditions as are applicable to the contrary, shall have no right to receive dividends prior to the vesting of such shares, and shall have no right to payment, accrual, crediting or otherwise with regard to dividends declared or paid by the Company prior to the vesting of the applicable shares. If the Award is forfeited in whole or in part, the Grantee will assign, transfer, and deliver any evidence of the shares of Restricted Stock to the Company and cooperate with the Company to reflect such forfeitureStock. (c) In addition to the forfeiture restrictions set forth herein, prior to vesting Except as provided in Sections 3 and 4(a) of the Plan or this Agreement, including without limitation, Section 3 below, the shares of restrictions on the Restricted Stock may not are that the stock will be sold, assigned, transferred, hypothecated, pledged or otherwise alienated (collectively a “Transfer”) forfeited by the Grantee and all of the Grantee's rights to such stock shall immediately terminate without any payment or consideration by the Company, in the event of any sale, assignment, transfer, hypothecation, pledge or other alienation of such Transfer Restricted Stock made or attempted Transferattempted, whether voluntary or involuntary, and if involuntary whether by process of law in any civil or criminal suit, action or proceeding, whether in the nature of an insolvency or bankruptcy proceeding or otherwise, shall be void and without the written consent of no effectthe Committee, excluding the Grantee if he so serves on the Committee.

Stock Awarded. (a) The Company hereby awards to the Grantee, in the aggregate, _____________ shares of Restricted Stock Shares (the “Restricted Stock”) ), which shall be subject to the restrictions and conditions set forth in the Plan and in this Agreement. (b) Shares of Restricted Stock shall be evidenced by book-entry registration with the Company’s transfer agent, subject to such stop-transfer orders and other terms deemed appropriate by the Compensation Committee of the Company’s Board of Directors (the “Committee”) to reflect the restrictions applicable to such Award. Notwithstanding the foregoing, if any Each certificate is issued in respect of shares of the Restricted Stock at the sole discretion of the Committee, such certificate shall be registered in the Grantee’s name of Grantee and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such award, substantially in the following form: If a certificate is issued with respect to the Restricted Stock, the Committee may require that the certificate evidencing such shares be held in custody deposited by the Company until the restrictions thereon shall have lapsed and that the Grantee deliver Grantee, together with a stock power, share power endorsed in blank, relating to with the shares covered by such Award. Company and shall bear the following (or a similar) legend: At the expiration of the restrictions, the Company shall instruct the transfer agent to release the shares from the restrictions applicable to such Award, subject to the terms of the Plan and applicable law or, in the event that a certificate has been issued, redeliver to the Grantee (or his the Grantee’s legal representative, beneficiary or heir) share certificates for the shares Restricted Stock deposited with it without any legend except as otherwise provided by the Plan, this Agreement or as otherwise required by applicable law. During the period that the Grantee holds the shares of Restricted Stock, the The Grantee shall have the right to receive dividends on and to vote the Restricted Stock while it is subject to restrictionheld in custody except as otherwise provided by the Plan. Notwithstanding the foregoing, but, notwithstanding any provisions the Company shall retain custody of the Plan to the contrary, shall have no right to receive dividends prior to the vesting of such shares, and shall have no right to payment, accrual, crediting all securities or otherwise with regard to dividends declared or paid other property (other than regular cash dividends) distributed by the Company prior in respect of the Restricted Stock (“Retained Distributions”) subject to the vesting of the applicable shares. If the Award is forfeited restrictions set forth in whole or in part, the Grantee will assign, transfer, this Agreement and deliver any evidence of the shares of Restricted Stock such Retained Distributions shall be subject to the Company same restrictions on terms and cooperate with the Company conditions as are applicable to reflect such forfeitureRestricted Stock. (c) In addition to the forfeiture restrictions set forth herein, prior to vesting Except as provided in Sections 3 and 4(a) of the Plan or this Agreement, the shares of restrictions on the Restricted Stock may not covered by this Agreement are that the stock will be sold, assigned, transferred, hypothecated, pledged or otherwise alienated (collectively a “Transfer”) forfeited by the Grantee and all of the Grantee’s rights to such stock shall immediately terminate without any payment or consideration by the Company, in the event of any sale, assignment, transfer, hypothecation, pledge or other alienation of such Transfer Restricted Stock made or attempted Transferattempted, whether voluntary or involuntary, and if involuntary whether by process of law in any civil or criminal suit, action or proceeding, whether in the nature of an insolvency or bankruptcy proceeding or otherwise, shall be void and of no effect.

Stock Awarded. (a) The Company hereby awards to the Grantee, in the aggregate, _____________ shares of Restricted Stock 13,055 Shares (the “"Restricted Stock”) "), which shall be subject to the restrictions and conditions set forth in the Plan and in this Agreement. (b) Shares of Restricted Stock shall be evidenced by book-entry registration with the Company’s transfer agent, subject to such stop-transfer orders and other terms deemed appropriate by the Compensation Committee of the Company’s Board of Directors (the “Committee”) to reflect the restrictions applicable to such Award. Notwithstanding the foregoing, if any Each certificate is issued in respect of shares of the Restricted Stock at the sole discretion of the Committee, such certificate shall be registered in the Grantee's name of Grantee and shall bear an appropriate legend referring to the termsdeposited by him, conditions, and restrictions applicable to such award, substantially in the following form: If together with a certificate is issued with respect to the Restricted Stock, the Committee may require that the certificate evidencing such shares be held in custody by the Company until the restrictions thereon shall have lapsed and that the Grantee deliver a stock power, share power endorsed in blank, relating to with the shares covered by such Award. Company and shall bear the following (or a similar) legend: "THE TRANSFERABILITY OF THIS CERTIFICATE AND THE COMMON STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) CONTAINED IN THE RESTRICTED STOCK AWARD AGREEMENT DATED AS OF OCTOBER 3, 2003, ENTERED INTO BETWEEN THE REGISTERED OWNER AND CRIIMI MAE INC" At the expiration of the restrictions, the Company shall instruct the transfer agent to release the shares from the restrictions applicable to such Award, subject to the terms of the Plan and applicable law or, in the event that a certificate has been issued, redeliver to the Grantee (or his legal representative, beneficiary or heir) share certificates for the shares Shares deposited with it without any legend except as otherwise provided by the Plan, this Agreement or as otherwise required by applicable law. During the period that the Grantee holds the shares of Restricted Stock, the The Grantee shall have the right to receive dividends on and to vote the Restricted Stock while it is held in custody except as otherwise provided by the Plan. Notwithstanding the foregoing, the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Stock and such Retained Distributions shall be subject to restriction, but, notwithstanding any provisions of the Plan same restrictions on terms and conditions as are applicable to the contrary, shall have no right to receive dividends prior to the vesting of such shares, and shall have no right to payment, accrual, crediting or otherwise with regard to dividends declared or paid by the Company prior to the vesting of the applicable shares. If the Award is forfeited in whole or in part, the Grantee will assign, transfer, and deliver any evidence of the shares of Restricted Stock to the Company and cooperate with the Company to reflect such forfeitureStock. (c) In addition to the forfeiture restrictions set forth herein, prior to vesting Except as provided in Sections 3 and 4(a) of the Plan or this Agreement, including without limitation, Section 3 below, the shares of restrictions on the Restricted Stock may not are that the stock will be sold, assigned, transferred, hypothecated, pledged or otherwise alienated (collectively a “Transfer”) forfeited by the Grantee and all of the Grantee's rights to such stock shall immediately terminate without any payment or consideration by the Company, in the event of any sale, assignment, transfer, hypothecation, pledge or other alienation of such Transfer Restricted Stock made or attempted Transferattempted, whether voluntary or involuntary, and if involuntary whether by process of law in any civil or criminal suit, action or proceeding, whether in the nature of an insolvency or bankruptcy proceeding or otherwise, shall be void and without the written consent of no effectthe Committee, excluding the Grantee if she so serves on the Committee.

Stock Awarded. (a) The Company hereby awards to the GranteeParticipant, in the aggregate, _____________ shares of Restricted Stock twenty thousand (the 20,000) Shares (“Restricted Stock”) ), which shall be subject to the restrictions and conditions set forth in the Plan and in this Agreement. (b) Shares Each certificate issued in respect of the Restricted Stock shall be registered in the Participant’s name: (c) No shares of Restricted Stock shall be evidenced by book-entry registration with transferred on the Company’s transfer agent, subject to such stop-transfer orders and other terms deemed appropriate by the Compensation Committee books of the Company’s Board Company nor shall any attempted sale, transfer, assignment, pledge or other disposition of Directors (the “Committee”) to reflect the restrictions applicable to such Award. Notwithstanding the foregoing, if any certificate is issued in respect of shares of Restricted Stock at be effective unless and until the sole discretion terms and provisions of this Agreement are first complied with. Any attempted sale, transfer, assignment, pledge or other disposition of any shares of Restricted Stock that does not comply with the provisions of this Agreement shall be invalid and of no effect. (d) Except as provided in the Plan or this Agreement, the restrictions on the Restricted Stock covered by this Agreement are that the stock will be forfeited by the Participant and all of the Committee, such certificate shall be registered in the name of Grantee and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable Participant’s rights to such award, substantially in the following form: If a certificate is issued with respect to the Restricted Stock, the Committee may require that the certificate evidencing such shares be held in custody stock shall immediately terminate without any payment or consideration by the Company until the restrictions thereon shall have lapsed and that the Grantee deliver a stock power, endorsed in blank, relating to the shares covered by such Award. At the expiration of the restrictions, the Company shall instruct the transfer agent to release the shares from the restrictions applicable to such Award, subject to the terms of the Plan and applicable law orCompany, in the event that a certificate has been issuedof any sale, redeliver to the Grantee (or his legal representative, beneficiary or heir) share certificates for the shares deposited with it without any legend except as otherwise provided by the Plan, this Agreement or applicable law. During the period that the Grantee holds the shares of Restricted Stock, the Grantee shall have the right to vote the Restricted Stock while it is subject to restriction, but, notwithstanding any provisions of the Plan to the contrary, shall have no right to receive dividends prior to the vesting of such shares, and shall have no right to payment, accrual, crediting or otherwise with regard to dividends declared or paid by the Company prior to the vesting of the applicable shares. If the Award is forfeited in whole or in part, the Grantee will assignassignment, transfer, and deliver any evidence hypothecation, pledge or other alienation of the shares of such Restricted Stock to the Company and cooperate with the Company to reflect such forfeiture. (c) In addition to the forfeiture restrictions set forth herein, prior to vesting as provided in Sections 3 and 4(a) of this Agreement, the shares of Restricted Stock may not be sold, assigned, transferred, hypothecated, pledged made or otherwise alienated (collectively a “Transfer”) by the Grantee and any such Transfer or attempted Transferattempted, whether voluntary or involuntary, and if involuntary whether by process of law in any civil or criminal suit, action or proceeding, whether in the nature of an insolvency or bankruptcy proceeding or otherwise, shall except that the Restricted Stock may be void transferred by will or by the laws of descent or distribution and may be exercised, during the lifetime of no effectthe Participant, only by the Participant, unless the Committee permits further transferability, on a general or specific basis, in which case the Committee may impose conditions and limitations on any permitted transferability. (e) Subject to the terms of this Agreement and the Plan, upon termination of the Participant’s employment for any reason, all Restricted Stock may vest or be forfeited in accordance with the terms and conditions established by the Committee or as specified in this Agreement. Each Restricted Stock Award may, in the sole and absolute discretion of the Committee, have different forfeiture and vesting provisions.

Stock Awarded. (a) The Company hereby awards to the Grantee, in the aggregate, _____________ shares of Restricted Stock Shares (the “Restricted Stock”) ), which shall be subject to the restrictions and conditions set forth in the Plan and in this Agreement. (b) Shares of Restricted Stock shall be evidenced by book-entry registration with the Company’s transfer agent, subject to such stop-transfer orders and other terms deemed appropriate by the Compensation Committee of the Company’s Board of Directors (the “Committee”) to reflect the restrictions applicable to such Award. Notwithstanding the foregoing, if any Each certificate is issued in respect of shares of the Restricted Stock at the sole discretion of the Committee, such certificate shall be registered in the Grantee’s name of Grantee and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such award, substantially in the following form: If a certificate is issued with respect to the Restricted Stock, the Committee may require that the certificate evidencing such shares be held in custody deposited by the Company until the restrictions thereon shall have lapsed and that the Grantee deliver Grantee, together with a stock power, share power endorsed in blank, relating to with the shares covered by such AwardCompany and shall bear the following (or a similar) legend: “THE TRANSFERABILITY OF THIS CERTIFICATE AND THE COMMON STOCK REPRESENTEDHEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE)CONTAINED IN THE HEALTHTRONICS, INC. 2004 EQUITY INCENTIVE PLAN AND THERESTRICTED STOCK AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER ANDHEALTHTRONICS, INC. IN RESPECT OF SUCH STOCK.” At the expiration of the restrictions, the Company shall instruct the transfer agent to release the shares from the restrictions applicable to such Award, subject to the terms of the Plan and applicable law or, in the event that a certificate has been issued, redeliver to the Grantee (or his the Grantee’s legal representative, beneficiary or heir) share certificates for the shares Restricted Stock deposited with it without any legend except as otherwise provided by the Plan, this Agreement or as otherwise required by applicable law. During the period that the Grantee holds the shares of Restricted Stock, the The Grantee shall have the right to vote the Restricted Stock while it is subject to restrictionheld in custody except as otherwise provided by the Plan. Notwithstanding the foregoing, butthe Company shall retain custody of all cash, notwithstanding any provisions of the Plan to the contrary, shall have no right to receive dividends prior to the vesting of such shares, securities and shall have no right to payment, accrual, crediting or otherwise with regard to dividends declared or paid other property distributed by the Company prior in respect of the Restricted Stock (“Retained Distributions”) subject to the vesting of the applicable shares. If the Award is forfeited restrictions set forth in whole or in part, the Grantee will assign, transfer, this Agreement and deliver any evidence of the shares of Restricted Stock such Retained Distributions shall be subject to the Company same restrictions on terms and cooperate with the Company conditions as are applicable to reflect such forfeitureRestricted Stock. (c) In addition to the forfeiture restrictions set forth herein, prior to vesting Except as provided in Sections 3 and 4(a) of the Plan or this Agreement, the shares of restrictions on the Restricted Stock may not covered by this Agreement are that the stock will be sold, assigned, transferred, hypothecated, pledged or otherwise alienated (collectively a “Transfer”) forfeited by the Grantee and all of the Grantee’s rights to such stock shall immediately terminate without any payment or consideration by the Company, in the event of any sale, assignment, transfer, hypothecation, pledge or other alienation of such Transfer Restricted Stock made or attempted Transferattempted, whether voluntary or involuntary, and if involuntary whether by process of law in any civil or criminal suit, action or proceeding, whether in the nature of an insolvency or bankruptcy proceeding or otherwise, shall be void and of no effect.

Stock Awarded. (a) The Company hereby awards to the GranteeParticipant, an award of Performance Shares and Restricted Stock in the aggregate, _____________ an aggregate amount of 5,500,000 shares of Restricted Stock Class A common stock (collectively, the “Restricted StockShares”) which shall be subject to the conditions and restrictions and conditions set forth in the Plan and in this Agreement. . For purposes of this Agreement, 3,500,000 Performance Shares shall be referred to as “Tranche 1” and “Tranche 2”, and 2,000,000 Restricted Shares shall be referred to as “Tranche 3”, respectively (b) collectively the “Tranches”). The Shares of Restricted Stock shall be evidenced by book-entry registration with the Company’s transfer agent, subject to such stop-transfer orders and other terms deemed appropriate by the Compensation Committee of the Company’s Board of Directors (the “Committee”) to reflect the restrictions applicable to such Awardthe Shares. Notwithstanding the foregoing, if any certificate is issued in respect of shares of Restricted Stock the Shares at the sole discretion of the Committee, such certificate shall be registered in the name of Grantee the Participant and shall bear an appropriate legend referring to the terms, conditions, conditions and restrictions applicable to such award, substantially in the following form: If a certificate is issued with respect to the Restricted StockShares, the Committee may require that the certificate evidencing such shares be held in custody by the Company until the restrictions thereon shall have lapsed and that the Grantee deliver Participant shall have delivered a stock power, endorsed in blank, relating to the shares covered by such Award. At the expiration of the restrictions, the Company shall instruct the transfer agent to release the shares from the restrictions applicable to such AwardShares, subject to the terms of the Plan and applicable law or, in the event that a certificate has been issued, redeliver to the Grantee Participant (or his or her legal representative, beneficiary or heir) share certificates for the shares deposited with it without any legend legend, except as otherwise provided by the Plan, this Agreement or applicable law. During the period that the Grantee Participant holds the shares of Restricted StockShares, the Grantee Participant shall have the right to receive dividends on and to vote the Restricted Stock Shares while it is subject to restriction, but, notwithstanding any provisions of the Plan to the contrary, shall have no right to receive dividends prior to the vesting of such shares, and shall have no right to payment, accrual, crediting or except as otherwise with regard to dividends declared or paid provided by the Company prior to the vesting of the applicable sharesPlan. If the Award is forfeited Shares are forfeited, in whole or in part, the Grantee Participant will assign, transfer, transfer and deliver any evidence of the shares of Restricted Stock Shares to the Company and cooperate with the Company to reflect such forfeiture. (c) In addition to . By accepting these Shares, the forfeiture restrictions Participant acknowledges that the Company does not have an adequate remedy in damages for the breach by the Participant of the conditions and covenants set forth hereinin this Agreement and agrees that the Company is entitled to and may obtain an order or a decree of specific performance against the Participant issued by any court having jurisdiction. Except as provided in the Plan or this Agreement, the restrictions on the Shares are that prior to vesting as provided in Sections Section 3 and 4(a) of this Agreement, the shares of Restricted Stock may not Shares will be sold, assigned, transferred, hypothecated, pledged or otherwise alienated (collectively a “Transfer”) forfeited by the Grantee Participant and all of the Participant’s rights to such stock shall immediately terminate without any payment or consideration by the Company, in the event of any sale, assignment, transfer, hypothecation, pledge or other alienation of such Transfer Shares made or attempted Transferattempted, whether voluntary or involuntary, and if involuntary whether by process of law in any civil or criminal suit, action or proceeding, whether in the nature of an insolvency or bankruptcy proceeding or otherwise. Notwithstanding the foregoing, shall be void Participant may transfer the Shares to his Immediate Family Members (or to trusts or partnerships or limited liability companies established for such family members); provided, that, such transfer is for no consideration and of no effecteffected through such procedures as the Committee may establish from time to time.

Stock Awarded. (a) The Company hereby awards to the GranteeParticipant, in the aggregate, _____________ shares Shares of Restricted Company Common Stock (the “Restricted Stock”) ), which shall be subject to the restrictions and conditions set forth in the Plan and in this Agreement. (b) Shares of Restricted Stock shall be evidenced by book-entry registration with the Company’s transfer agent, subject to such stop-transfer orders and other terms deemed appropriate by the Compensation Committee of the Company’s Board of Directors (the “Committee”) to reflect the restrictions applicable to such Award. Notwithstanding the foregoing, if any Each certificate is issued in respect of shares of the Restricted Stock at the sole discretion of the Committee, such certificate shall be registered in the Participant’s name of Grantee and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such award, substantially in the following form: If a certificate is issued with respect to the Restricted Stock, the Committee may require that the certificate evidencing such shares be held in custody deposited by the Company until the restrictions thereon shall have lapsed and that the Grantee deliver Participant, together with a stock power, share power endorsed in blank, relating to with the shares covered by such Award. Company and shall bear the following (or a similar) legend: “THE TRANSFERABILITY OF THIS CERTIFICATE AND THE COMMON STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) CONTAINED IN THE ABRAXAS PETROLEUM CORPORATION 2005 EMPLOYEE LONG-TERM EQUITY INCENTIVE PLAN AND THE RESTRICTED STOCK AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND ABRAXAS PETROLEUM CORPORATION IN RESPECT OF SUCH STOCK.” At the expiration of the restrictions, the Company shall instruct the transfer agent to release the shares from the restrictions applicable to such Award, subject to the terms of the Plan and applicable law or, in the event that a certificate has been issued, redeliver to the Grantee Participant (or his the Participant’s legal representative, beneficiary or heir) share certificates for the shares Restricted Stock deposited with it without any legend except as otherwise provided by the Plan, this Agreement or as otherwise required by applicable law. During Except as otherwise provided by the period that Plan, until the Grantee holds issuance (as evidenced by the shares appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the share certificates evidencing such Restricted Stock, the Grantee shall have the no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Restricted Stock, notwithstanding the award or exercise of the Restricted Stock. Notwithstanding the foregoing, the Company shall retain custody of all securities or other property (other than regular cash dividends) distributed by the Company in respect of the Restricted Stock while it is (“Retained Distributions”), subject to restriction, but, notwithstanding any provisions of the Plan to the contrary, shall have no right to receive dividends prior to the vesting of such shares, and shall have no right to payment, accrual, crediting or otherwise with regard to dividends declared or paid by the Company prior to the vesting of the applicable shares. If the Award is forfeited in whole or in part, the Grantee will assign, transfer, and deliver any evidence of the shares of Restricted Stock to the Company and cooperate with the Company to reflect such forfeiture. (c) In addition to the forfeiture restrictions set forth herein, prior in this Agreement and such Retained Distributions shall be subject to vesting the same restrictions and terms and conditions as are applicable to such Restricted Stock. Except as provided in Sections 3 and 4(a) of the Plan or this Agreement, the shares of restrictions on the Restricted Stock may not covered by this Agreement are that the stock will be sold, assigned, transferred, hypothecated, pledged or otherwise alienated (collectively a “Transfer”) forfeited by the Grantee Participant and all of the Participant’s rights to such stock shall immediately terminate without any payment or consideration by the Company, in the event of any sale, assignment, transfer, hypothecation, pledge or other alienation of such Transfer Restricted Stock made or attempted Transferattempted, whether voluntary or involuntary, and if involuntary whether by process of law in any civil or criminal suit, action or proceeding, whether in the nature of an insolvency or bankruptcy proceeding proceeding, or otherwise, shall except that the Restricted Stock may be void transferred by will or by the laws of descent or distribution. The Restricted Stock may be exercised, during the lifetime of the Participant, only by the Participant, unless the Compensation Committee (the “Committee”) permits further transferability, on a general or specific basis, in which case the Committee may impose conditions and limitations on any permitted transferability. Each Restricted Stock Award may, in the sole and absolute discretion of no effectthe Committee, have different forfeiture and vesting provisions.

Stock Awarded. (a) The Company hereby awards to the Grantee, in the aggregate, _____________ shares of Restricted Stock the Company's common stock, par value of $.10 per share (the “"Shares") as Restricted Stock”) , which shall be subject to the restrictions and conditions set forth in the Plan and in this Incentive Agreement. (b) Reasonably promptly following the Grant Date, the Company shall cause to be issued to the Grantee a certificate in respect of the Shares of Restricted Stock shall be evidenced by book-entry registration with the Company’s transfer agent, subject to such stop-transfer orders and other terms deemed appropriate by the Compensation Committee of the Company’s Board of Directors (the “Committee”) to reflect the restrictions applicable to such Award. Notwithstanding the foregoing, if any certificate is issued in respect of shares of Restricted Stock at the sole discretion of the Committee, such certificate shall be registered in the name of Grantee and the Grantee, evidencing such Shares. The certificate shall bear an appropriate legend legends referring to the terms, conditions, and restrictions applicable to such awardAward, substantially in the following formform or in such other form approved by the Company: If a certificate is issued with respect to the Restricted Stock, the The Committee may shall require that the certificate evidencing such shares Shares be held in custody delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Company Committee as a depository for safekeeping until the restrictions thereon shall have lapsed forfeiture of such Restricted Stock occurs or the Forfeiture Restrictions (as defined below) lapse pursuant to the terms of the Plan and this Award and that the Grantee deliver shall have delivered a stock power, endorsed in blank, relating to the shares Shares covered by such Award. At the expiration of the restrictions, the Company shall instruct the transfer agent to release the shares from the restrictions applicable to such Award, subject to the terms of the Plan and applicable law or, in the event that a certificate has been issued, redeliver to the Grantee (or his or her legal representative, beneficiary or heir) share certificates for the shares Shares deposited with it without any legend except as otherwise provided by the Plan, this Incentive Agreement or applicable law, including that the Shares were not registered under the Securities Act. The Grantee agrees to complete and sign any documents and take additional action that the Company may request to enable it to deliver the Shares on the Grantee's behalf. (c) During the period that the Grantee holds the shares Shares of Restricted Stock, the Grantee shall have all of the right rights of a shareholder of the Company with respect to vote the Restricted Stock while it is subject to restrictionStock, butincluding, notwithstanding any provisions of without limitation, voting rights and the Plan to the contrary, shall have no right to receive dividends prior (provided, however, that dividends paid in Shares of the Company's stock shall be subject to the vesting of such shares, and shall have no right to payment, accrual, crediting or otherwise with regard to dividends declared or paid by the Company prior to the vesting Forfeiture Restrictions). (d) A breach of the applicable sharesterms of this Incentive Agreement by Grantee shall cause forfeiture of the Restricted Stock. If By accepting the Award is forfeited in whole or in partAward, the Grantee will assign, transfer, and deliver any evidence acknowledges that the Company does not have an adequate remedy in damages for the breach by the Grantee of the shares of Restricted Stock to conditions and covenants set forth in this Incentive Agreement and agrees that the Company is entitled to and cooperate with may obtain an order or a decree of specific performance against the Company to reflect such forfeitureGrantee issued by any court having jurisdiction. (ce) In addition to the forfeiture restrictions set forth herein, prior to vesting Except as provided in Sections 3 and 4(a) of the Plan or this Incentive Agreement, the shares of restrictions on the Restricted Stock are that prior to vesting, the Restricted Stock may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, hypothecatedencumbered or disposed of to the extent then subject to the Forfeiture Restrictions, pledged and in the event of the Grantee's termination of employment for any reason other than death, Disability, Involuntary Termination (as defined below) or otherwise alienated (collectively a “Transfer”) by Retirement, the Grantee shall, for no consideration, forfeit to the Company all of the Restricted Stock to the extent then subject to the Forfeiture Restrictions. The prohibition against transfer and any such Transfer or attempted Transfer, whether voluntary or involuntary, the obligation to forfeit and if involuntary whether by process surrender the Restricted Stock to the Company upon termination of law in any civil or criminal suit, action or proceeding, whether in employment are herein referred to as the nature of an insolvency or bankruptcy proceeding or otherwise, shall be void and of no effect"Forfeiture Restrictions."