Common use of Vesting of Restricted Stock Clause in Contracts

Vesting of Restricted Stock. Shares of Restricted Stock are subject to forfeiture to the Company until they become vested and non-forfeitable in accordance with this Section 2. While subject to forfeiture, the shares of Restricted Stock may not be sold, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by the operation of law. (a) Provided the Grantee remains in continuous service with the Company through each applicable vesting date, 8.34% of the total number of shares of Restricted Stock subject hereto shall become vested and non-forfeitable on the last day of each full quarter (i.e., September 30, December 31, March 31 and June 30) following the Effective Date, with the first vesting date occurring on September 30, 2012. (b) Upon cessation of the Grantee’s service by the Company without Cause or if Executive resigns within 30 days following a reduction of (i) Grantee’s base salary, (ii) Grantee’s target incentive amount under the Company’s Management Incentive Plan or (iii) the amount of each Performance Based Restricted Share award that Grantee is eligible to earn, any unvested shares of Restricted Stock will become fully vested and non-forfeitable on such date of cessation of service. For purposes of this Agreement, “Cause,” “Management Incentive Plan,” and “Performance Based Restricted Share,” shall have the meanings set forth in any employment agreement between the Grantee and the Company or an Affiliate in effect at the time of such cessation of service. (c) Upon cessation of the Grantee’s service with the Company for any reason other than by the Company without Cause or by the Grantee within 30 days following a reduction of (i) Grantee’s base salary, (ii) Grantee’s target incentive amount under the Company’s Management Incentive Plan or (iii) the amount of each Performance Based Restricted Share award that Grantee is eligible to earn , any unvested shares of Restricted Stock will immediately and automatically, without any action on the part of the Company, be forfeited, and the Grantee will have no further rights with respect to those shares. (d) Solely for purposes of this Agreement, employment or service with the Company will be deemed to include employment or service with any subsidiary or Affiliate of the Company (for only so long as such entity remains a subsidiary or Affiliate).

Vesting of Restricted Stock. Shares For so long as that certain Agreement and Plan of Merger, dated July 12, 2007, among Hexion Specialty Chemicals, Inc., Nimbus Merger Sub Inc. and Huntsman Corporation (as amended from time to time, the "Merger Agreement") has not been terminated, then the following provisions shall apply: (i) Immediately prior to the Effective Time (as defined in the Merger Agreement), the restrictions on one-half of the shares of Restricted Stock are subject granted hereby shall immediately lapse and, at the Effective Time, such vested shares of Company Common Stock shall be converted into the right to forfeiture to receive the Company until they become vested and non-forfeitable Merger Consideration (as defined in the Merger Agreement) at the Effective Time in accordance with this Section 2the terms of the Merger Agreement; and (ii) At the Effective Time, the remaining half of the shares underlying the Restricted Stock granted hereby, shall be converted into the right to receive the Merger Consideration (as defined in the Merger Agreement) upon the date six months following the Closing Date (as defined in the Merger Agreement); provided, however, that if the holder is involuntarily terminated (unless such involuntary termination is for "Reasonable Cause", as such term is defined in the Huntsman Executive Severance Plan effective as of January 1, 2005) or is voluntarily terminated prior to such date and such termination was a result of a significant detrimental reduction or change to job responsibilities or current base compensation or material change of work location, the restrictions on the shares underlying the Restricted Stock granted hereby shall lapse immediately upon termination. While In the event that the Merger Agreement is terminated without the consummation of the merger having occurred, then, subject to forfeiturethe further provisions of this Agreement, the shares of Restricted Stock may not shall instead become vested in accordance with the following schedule: 1st 331/3% 2nd 662/3% 3rd 100% Distributions on a share of Restricted Stock shall be sold, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily held by the operation of law. (a) Provided Company without interest until the Grantee remains in continuous service Restricted Stock with respect to which the Company through each applicable vesting datedistribution was made becomes vested or is forfeited. Notwithstanding the above schedule, 8.34% of the total number of all shares of Restricted Stock subject hereto shall become that are not vested and non-forfeitable on or, in the last day case of each full quarter (i.e., September 30, December 31, March 31 and June 30) following the Effective Date, with the first vesting date occurring on September 30, 2012. (b) Upon cessation of the Grantee’s service by the Company without Cause or if Executive resigns within 30 days following a reduction of (i) Grantee’s base salary, (ii) Grantee’s target incentive amount under the Company’s Management Incentive Plan above, in connection with, your termination of employment (including without limitation termination on account of death, disability, or (iii) the amount of each Performance Based Restricted Share award that Grantee is eligible to earnretirement), any unvested shares of Restricted Stock will become fully vested shall be automatically cancelled and non-forfeitable on such date of cessation of service. For purposes of this Agreement, “Cause,” “Management Incentive Plan,” and “Performance Based Restricted Share,” shall have the meanings set forth in any employment agreement between the Grantee and the Company or an Affiliate in effect at the time of such cessation of serviceforfeited without consideration upon your termination. (c) Upon cessation of the Grantee’s service with the Company for any reason other than by the Company without Cause or by the Grantee within 30 days following a reduction of (i) Grantee’s base salary, (ii) Grantee’s target incentive amount under the Company’s Management Incentive Plan or (iii) the amount of each Performance Based Restricted Share award that Grantee is eligible to earn , any unvested shares of Restricted Stock will immediately and automatically, without any action on the part of the Company, be forfeited, and the Grantee will have no further rights with respect to those shares. (d) Solely for purposes of this Agreement, employment or service with the Company will be deemed to include employment or service with any subsidiary or Affiliate of the Company (for only so long as such entity remains a subsidiary or Affiliate).

Vesting of Restricted Stock. The vesting schedule for the Shares of Restricted Stock are governed by this Option is as follows. Except as otherwise provided in the Plan and this Section 1.2, and subject to forfeiture Section 1.4, the Option will vest as to 1/48th of the Shares on the first day of each of the forty eight (48) consecutive calendar months commencing on the first day of the calendar month first occurring after the Vesting Start Date, provided that the Participant is still in the employ of or in service as a Consultant to the Company until they become vested on, and non-forfeitable in accordance with this Section 2has not violated the Non‑Compete Agreement at any time after the Vesting Start Date and prior to or as of, each vesting date. While subject to forfeitureFor purposes hereof, the shares “Vesting Start Date” shall be the date of Restricted Stock may not grant first written above and the “Vesting End Date” shall be soldthe 48th monthly vesting date pursuant to the preceding sentence. Notwithstanding the foregoing, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by the operation Option will become fully vested upon the first to occur of law. (a) Provided the Grantee remains Participant’s death or Disability while in continuous the employ of or service to the Company or (b) the termination of the Participant’s employment with the Company through each applicable vesting date, 8.34% of the total number of shares of Restricted Stock subject hereto shall become vested and non-forfeitable on the last day of each full quarter (i.e., September 30, December 31, March 31 and June 30) following the Effective Date, with the first vesting date occurring on September 30, 2012. (b) Upon cessation of the Grantee’s service its Subsidiaries by the Company or any such Subsidiary other than a termination for Cause, or the Participant’s termination of his employment for Good Reason, after or simultaneously with the occurrence of the Change of Control, provided that the Participant has not violated the Non‑Compete Agreement at any time after the Vesting Start Date and prior to or as of such termination of employment. For purposes hereof, “Good Reason” means, without Cause the Participant’s consent, the occurrence of any one or if Executive resigns within 30 days more of the following a reduction of during the Participant’s employment with the Company: (i) Granteeany reduction by the Company of the Participant’s base salaryduties or responsibilities which reduction is material based on the Participant’s overall duties and responsibilities (ignoring incidental duties and responsibilities) prior to and after such reduction which remains uncured, if cure thereof is necessary, ten (10) business days after the Participant has given written notice to the Company which specifies such reduction and the Participant’s objection thereto; (ii) Granteeany job requirement imposed by the Company that the Participant change the Participant’s target incentive amount under the Company’s Management Incentive Plan principal residence to a location more than seventy five (75) miles from Dane County, Wisconsin; or (iii) any material breach of any obligation of the amount Company for the payment or provision of each Performance Based Restricted Share award that Grantee is eligible compensation or other benefits to earn, any unvested shares of Restricted Stock will become fully vested and non-forfeitable on such date of cessation of service. For purposes of this Agreement, “Cause,” “Management Incentive Plan,” and “Performance Based Restricted Share,” shall have the meanings Participant set forth in any written agreement describing terms and conditions of the Participant’s employment agreement between the Grantee Company and the Company or an Affiliate Participant then in effect at effect, which remains uncured ten (10) business days after the time of such cessation of service. (c) Upon cessation of the Grantee’s service with Participant has given written notice to the Company for which specifies the breach. “Change of Control” as defined in the Plan and used herein shall not include any reason other than transaction the primary purpose of which is to raise equity capital. Shares governed by this Option vest according to this schedule, whether or not the Company without Cause or by the Grantee within 30 days following a reduction of (i) Grantee’s base salary, (ii) Grantee’s target incentive amount under the Company’s Management Incentive Plan or (iii) the amount of each Performance Based Restricted Share award that Grantee is eligible to earn , any unvested shares of Restricted Stock will immediately and automatically, without any action on the part of the Company, be forfeited, and the Grantee will have no further rights with respect to those sharesOption has been exercised. (d) Solely for purposes of this Agreement, employment or service with the Company will be deemed to include employment or service with any subsidiary or Affiliate of the Company (for only so long as such entity remains a subsidiary or Affiliate).

Vesting of Restricted Stock. Shares of Restricted Stock are subject to forfeiture to the Company until they become vested (a) Except as otherwise provided in Sections 2 and non-forfeitable in accordance with this Section 2. While subject to forfeiture4 hereof, the shares of Restricted Stock may not be soldshall become vested in the following amounts, pledgedat the following times and upon the following conditions, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by provided that the operation of law. (a) Provided the Grantee remains in continuous service with the Company through each applicable vesting date, 8.34% Continuous Service of the total number Recipient continues through and on the applicable Vesting Date: 6,250 December 31, 2006 There shall be no proportionate or partial vesting of shares of Restricted Stock subject hereto in or during the months, days or periods prior to each Vesting Date, and all vesting of shares of Restricted Stock shall occur only on the applicable Vesting Date. Upon the termination or cessation of Recipient’s Continuous Service, for any reason whatsoever, any portion of the Restricted Stock which is not yet then vested, and which does not then become vested pursuant to this Section 2, shall automatically and non-forfeitable on the last day of each full quarter (i.e.without notice terminate, September 30, December 31, March 31 be forfeited and June 30) following the Effective Date, with the first vesting date occurring on September 30, 2012be and become null and void. (b) Upon cessation Notwithstanding any other term or provision of this Agreement, in the event of any merger, consolidation or other reorganization in which the Company does not survive, or in the event of any Change in Control, as defined in Section 9(b) of the GranteePlan, the Restricted Stock may be dealt with in accordance with any of the following approaches, as determined by the agreement effectuating the transaction or, if and to the extent not so determined, as determined by the Committee: (a) the continuation of the grant of the Restricted Stock by the Company, if the Company is a surviving corporation, subject to the terms and conditions set forth herein, (b) the assumption or substitution for, as those terms are defined in Section 9(b)(iv) of the Plan, the Restricted Stock by the surviving corporation or its parent or subsidiary, (c) full vesting of the Restricted Stock, or (d) settlement of the value of the Restricted Stock in cash or cash equivalents or other property followed by cancellation of the Restricted Stock. (c) Notwithstanding the foregoing, if, within twelve months after a Change in Control of the Company, the Recipient’s service Continuous Service is terminated (i) by the Company or a Related Entity without Cause Cause, or if Executive resigns within 30 days following a reduction of (i) Grantee’s base salary, (ii) Grantee’s target incentive amount under by the Company’s Management Incentive Plan or (iii) Recipient for Good Reason then, the amount of each Performance Based Restricted Share award that Grantee is eligible to earn, any unvested shares of Restricted Stock will subject to this Agreement shall become fully immediately vested and non-forfeitable on such as of the date of cessation the termination of service. the Optionee’s Continuous Service. (d) For purposes of this Agreement, “Cause,” “Management Incentive Plan,” and “Performance Based Restricted Share,” the following terms shall have the meanings set forth in any employment agreement between the Grantee and the Company or an Affiliate in effect at the time of such cessation of service. (c) Upon cessation of the Grantee’s service with the Company for any reason other than by the Company without Cause or by the Grantee within 30 days following a reduction of (i) Grantee’s base salary, (ii) Grantee’s target incentive amount under the Company’s Management Incentive Plan or (iii) the amount of each Performance Based Restricted Share award that Grantee is eligible to earn , any unvested shares of Restricted Stock will immediately and automatically, without any action on the part of the Company, be forfeited, and the Grantee will have no further rights with respect to those shares. (d) Solely for purposes of this Agreement, employment or service with the Company will be deemed to include employment or service with any subsidiary or Affiliate of the Company (for only so long as such entity remains a subsidiary or Affiliate).indicated:

Vesting of Restricted Stock. Shares (a) All of the Restricted Stock are subject to forfeiture to covered by this Agreement shall become nonforfeitable on the ______ anniversary of the Date of Grant, which such date will be __________, if the Grantee shall have remained in the continuous employ of the Company until they become vested and non-forfeitable in accordance with this Section 2. While subject to forfeitureor a Subsidiary during that ______-year period (such period, the shares of Restricted Stock may not be sold, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by the operation of law“Vesting Period”). (ab) Provided Notwithstanding the provisions of Article II, Section 3(a), if the Grantee remains in continuous service with dies or becomes permanently disabled during the Company through each applicable vesting dateVesting Period, 8.34% of the total then a number of shares of Restricted Stock subject hereto shall will become vested and non-forfeitable on the last day of each full quarter (i.e., September 30, December 31, March 31 and June 30) following the Effective Datenonforfeitable, with such number being determined by multiplying the first vesting date occurring on September 30, 2012. (b) Upon cessation number of the Grantee’s service by the Company without Cause or if Executive resigns within 30 days following a reduction of (i) Grantee’s base salary, (ii) Grantee’s target incentive amount under the Company’s Management Incentive Plan or (iii) the amount of each Performance Based Restricted Share award that Grantee is eligible to earn, any unvested shares of Restricted Stock will become fully vested and non-forfeitable on such date granted by this Agreement by a fraction, the numerator of cessation which is the number of service. For purposes of this Agreement, “Cause,” “Management Incentive Plan,” and “Performance Based Restricted Share,” shall have the meanings set forth in any employment agreement between days the Grantee and was actively employed by the Company or an Affiliate a Subsidiary during the Vesting Period, and the denominator of which is the total number of days in effect at the time of such cessation of serviceVesting Period. (c) Upon cessation Notwithstanding the provisions of Article II, Sections 3(a) or (b), all of the Grantee’s service with the Company for any reason other than by the Company without Cause or by the Grantee within 30 days following a reduction of (i) Grantee’s base salary, (ii) Grantee’s target incentive amount under the Company’s Management Incentive Plan or (iii) the amount of each Performance Based Restricted Share award that Grantee is eligible to earn , any unvested shares of Restricted Stock will shall immediately and automatically, without any action on become nonforfeitable upon the part occurrence of a Change in Control during the Company, be forfeited, and the Grantee will have no further rights with respect to those sharesVesting Period. (d) Solely for purposes Notwithstanding the provisions of this AgreementArticle II, employment Sections 3(a) or service with (b), if the Company will be deemed to include employment or service with any subsidiary or Affiliate Grantee leaves the employ of the Company (or a Subsidiary during the Vesting Period under circumstances determined by the Committee to be for only so long the convenience of the Company, the Committee may, when and as such entity remains a subsidiary or Affiliate)permitted by the Plan, determine that all of the Restricted Stock covered by this Agreement shall become nonforfeitable.

Vesting of Restricted Stock. Shares a. The shares of Restricted Stock are subject to this Award shall remain forfeitable until the risks of forfeiture lapse according to the following vesting provisions: (i) If the Company’s audited annual period financial statements for its 2007 fiscal year demonstrate that the Company until they become vested and non-forfeitable in accordance with this Section 2. While subject to forfeituregenerated positive net income during its 2007 fiscal year (“2007 Net Income”), the shares risk of Restricted Stock may forfeiture shall lapse with respect to 331/3% of the Shares and such Shares shall be considered vested; (ii) If the Company’s audited annual period financial statements for its 2008 fiscal year demonstrate that the Company’s 2008 net income was at least five percent (5%) greater than the 2007 Net Income, the risk of forfeiture shall lapse with respect to 331/3% of the Shares and such Shares shall be considered vested; (iii) If the Company’s audited annual period financial statements for its 2009 fiscal year demonstrate that the Company’s 2009 net income was at least ten percent (10%) greater than the 2007 Net Income, the risk of forfeiture shall lapse with respect to 331/3% of the Shares and such Shares shall be considered vested; Shares that do not be sold, pledged, assigned, otherwise encumbered or transferred vest in any manner, whether voluntarily or involuntarily by vesting period shall be forfeited. If the operation of law. (a) Provided the Grantee remains in continuous service Participant’s employment with the Company through each applicable vesting date, 8.34% (or a subsidiary of the total number Company) ceases at any time prior to the vesting of shares of Restricted Stock subject hereto shall become vested and non-forfeitable on the last day of each full quarter (i.e., September 30, December 31, March 31 and June 30) following the Effective Date, with the first vesting date occurring on September 30, 2012. (b) Upon cessation all of the GranteeShares hereunder for any reason, including the Participant’s service voluntary resignation or retirement but excluding termination by the Company without Cause or if Executive resigns within 30 days following a reduction of (i) Grantee’s base salary, (ii) Grantee’s target incentive amount under “cause,” the Company’s Management Incentive Plan or (iii) the amount of each Performance Based Restricted Share award that Grantee is eligible Participant shall immediately forfeit all Shares subject to earn, any unvested shares of Restricted Stock will become fully this Award which have not yet vested and non-forfeitable on such date for which the risks of cessation of serviceforfeiture have not lapsed. For purposes of this Agreement, “Cause,” “Management Incentive Plan,” and “Performance Based Restricted Share,” shall have If the meanings set forth in any Participant’s employment agreement between the Grantee and the Company or an Affiliate in effect at the time of such cessation of service. (c) Upon cessation of the Grantee’s service with the Company for any reason other than relationship is terminated by the Company without Cause or by “cause” prior to the Grantee within 30 days following a reduction vesting date for this Award, all risks of (i) Grantee’s base salary, (ii) Grantee’s target incentive amount under the Company’s Management Incentive Plan or (iii) the amount of each Performance Based Restricted Share award that Grantee is eligible to earn , any unvested shares of Restricted Stock will immediately and automatically, without any action forfeiture on the part of the Company, be forfeited, and the Grantee will have no further rights with respect Shares subject to those sharesthis Award shall immediately lapse. (d) b. Solely for purposes of this AgreementParagraph 2(b), “cause” shall mean (i) Participant charged with a felony or convicted of any criminal misdemeanor or more serious act; (ii) any intentional and/or willful act of fraud or dishonesty by Participant related to or connected with Participant’s employment by the Company or service any of its Affiliates; (iii) the willful and/or continued failure, neglect or refusal by Participant to perform his or her employment duties with the Company will be deemed to include employment or service with any subsidiary or Affiliate of its Affiliates, (iv) a material violation of the Participant’s or an Affiliate’s policies or codes of conduct; or (v) the willful and/or material breach by Participant of any agreement between Participant and the Company (for only so long as such entity remains or any of its Affiliates, including but not limited to an employment agreement or a subsidiary or Affiliate)noncompetition agreement.

Vesting of Restricted Stock. Shares of Restricted Stock are subject to forfeiture to the Company until they become vested and non-forfeitable in accordance with this Section 2. While subject to forfeiture, the shares of Restricted Stock may not be sold, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by the operation of law. (a) Provided the Grantee remains in continuous service with the Company through each applicable vesting date, 8.34% of the total number of shares of Restricted Stock subject hereto shall become vested and non-forfeitable on the last day of each full quarter (i.e., September 30, December 31, March 31 and June 30) following the Effective Date, with the first vesting date occurring on September 30, 2012[see schedule below]. (b) Upon cessation of the Grantee’s service by the Company without Cause or if Executive resigns within 30 days following a reduction of (i) Grantee’s base salary, (ii) Grantee’s target incentive amount under the Company’s Management Incentive Plan or (iii) the amount of each Performance Based Restricted Share award that Grantee is eligible to earn, any unvested shares of Restricted Stock will become fully vested and non-forfeitable on such date of cessation of service. For purposes of this Agreement, “Cause,” “Management Incentive Plan,” and “Performance Based Restricted Share,” shall have the meanings set forth in any employment agreement between the Grantee and the Company or an Affiliate in effect at the time of such cessation of service. (c) Upon cessation of the Grantee’s service with the Company for any reason other than by the Company without Cause or by the Grantee within 30 days following a reduction of (i) Grantee’s base salary, (ii) Grantee’s target incentive amount under the Company’s Management Incentive Plan or (iii) the amount of each Performance Based Restricted Share award that Grantee is eligible to earn , any unvested shares of Restricted Stock will immediately and automatically, without any action on the part of the Company, be forfeited, and the Grantee will have no further rights with respect to those shares. (d) Solely for purposes of this Agreement, employment or service with the Company will be deemed to include employment or service with any subsidiary or Affiliate of the Company (for only so long as such entity remains a subsidiary or Affiliate).

Vesting of Restricted Stock. Shares of Restricted Stock are subject to forfeiture to the Company until they become vested and non-forfeitable in accordance with this Section 2. While subject to forfeiture, the shares of Restricted Stock may not be sold, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by the operation of law. (a) Provided Subject to the Grantee remains terms and conditions of this Agreement and the Plan, and provided Executive’s Termination Date does not occur prior to the applicable Vesting Date, the Restricted Stock shall vest as follows: (i) , 20 One third of the total Restricted Stock, rounded down to the nearest whole share (ii) , 20 One third of the total Restricted Stock, rounded down to the nearest whole share (iii) , 20 The remaining Restricted Stock (b) Notwithstanding Section 5(a) above, in continuous service the event of termination of Executive’s employment with the Company through each applicable vesting date, 8.34% on or prior to the end of the total Performance Period, the following shall apply: 1. Qualifying Termination As of , 20 , Executive will receive a pro-rated number of shares of Restricted Stock subject hereto Stock. The prorated number equals the product of (a) the number of Earned PSUs per Section 3 multiplied by a fraction with (a) a numerator equal to the number of days worked in the Performance Period through the Termination Date and (b) a denominator equal to (i.e. the number of days between , 20 and , 20 ). Vesting will not accelerate due a Qualifying Termination, and Executive’s shares will vest in accordance with Section 5(a). 2. Termination Due to Executive’s death or being Disabled Executive shall become vested earn the same number of PSUs based on satisfying the criteria outlined in Section 3 and non-forfeitable on in Exhibit B as if Executive had continued employment through the last day of each full quarter (i.e., September 30, December 31, March 31 and June 30) following the Effective Date, with the first Performance Period. The vesting date occurring on September 30, 2012. (b) Upon cessation of for all such earned PSUs and the Grantee’s service by the Company without Cause or if Executive resigns within 30 days following a reduction of (i) Grantee’s base salary, (ii) Grantee’s target incentive amount under the Company’s Management Incentive Plan or (iii) the amount of each Performance Based Restricted Share award that Grantee is eligible to earn, any unvested shares of associated Restricted Stock will become fully vested and non-forfeitable on such date be , 20 . 3. Any other termination All PSUs forfeited. No shares of cessation of service. For purposes of this Agreement, “Cause,” “Management Incentive Plan,” and “Performance Based Restricted Share,” shall have the meanings set forth in any employment agreement between the Grantee and the Company or an Affiliate in effect at the time of such cessation of servicestock granted to Executive. (c) Upon cessation Notwithstanding Section 5(a) above, in the event of the Granteetermination of Executive’s service employment with the Company for any reason other than by after the Company without Cause or by the Grantee within 30 days following a reduction of (i) Grantee’s base salary, (ii) Grantee’s target incentive amount under the Company’s Management Incentive Plan or (iii) the amount of each Performance Based Restricted Share award that Grantee is eligible to earn , any unvested shares of Restricted Stock will immediately and automatically, without any action on the part end of the Company, be forfeited, and the Grantee will have no further rights with respect Performance Period but prior to those shares. (d) Solely for purposes of this Agreement, employment or service with the Company will be deemed to include employment or service with any subsidiary or Affiliate full vesting of the Company (for only so long as such entity remains a subsidiary or Affiliate).Restricted Stock, the following shall apply:

Vesting of Restricted Stock. Shares The restrictions and conditions in Paragraph 2 of Restricted Stock are subject to forfeiture to this Agreement shall lapse on the Company until they become vested and non-forfeitable Vesting Date or Dates specified in accordance with this Section 2. While subject to forfeiture, the shares of Restricted Stock may not be sold, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by the operation of law. (a) Provided following schedule so long as the Grantee remains in continuous service with an employee of the Company through each applicable vesting dateor a Subsidiary on such Dates. If a series of Vesting Dates is specified, 8.34% of then the total restrictions and conditions in Paragraph 2 shall lapse only with respect to the number of shares of Restricted Stock subject hereto specified as vested on such date. Numberof Shares Vested Vesting Date Subsequent to such Vesting Date or Dates, the shares of Stock on which all restrictions and conditions have lapsed shall become vested no longer be deemed Restricted Stock. The Administrator may at any time accelerate the vesting schedule specified in this Paragraph 3. Notwithstanding the foregoing and non-forfeitable on notwithstanding the last day of each full quarter (i.e., September 30, December 31, March 31 and June 30) following the Effective Date, with the first vesting date occurring on September 30, 2012. (b) Upon cessation terms of the Grantee’s service by Employment Agreement with the Company without Cause or if Executive resigns within 30 days following a reduction of (i) if the Grantee’s base salary, (ii) employment with the Company and its Subsidiaries is terminated due to the Grantee’s target incentive amount under death or disability (as determined by the Company’s Management Incentive Plan or (iiiAdministrator) prior to the amount vesting of each Performance Based Restricted Share award that Grantee is eligible to earn, any unvested shares of Restricted Stock will granted herein, all restrictions shall lapse and such shares shall automatically become fully vested; (ii) if the Grantee’s employment with the Company and its Subsidiaries is terminated by the Company or its Subsidiary without Cause (as defined below) the Grantee shall be immediately vested and nonall restrictions shall lapse with respect to a pro-forfeitable rated portion of this Award, calculated based on such the number of days during the applicable vesting period(s) from the Grant Date through the date of cessation termination; (iii) notwithstanding Sections 3(c) or 19 of service. For purposes the Plan, and notwithstanding the provisions of this Agreement, “Cause,” “Management Incentive Plan,” and “Performance Based Restricted Share,” shall have the meanings set forth in any employment or other agreement between the Grantee and the Company or an Affiliate any Subsidiary that is in effect at as of the date hereof, in the event that (x) a Change of Control (as defined in Section 19 of the Plan) or Sale Event (as defined in Section 3(c) of the Plan) occurs under which this Award is assumed or continued by the successor entity in such Change of Control or Sale Event or substituted with a new award of such successor (in accordance with Section 3(c) of the Plan), and (y) the Grantee’s employment by the Company or a Subsidiary (or such successor in the Change of Control or Sale Event) is terminated without Cause (as defined below) within 24 months following the effective date of such Change of Control or Sale Event, then, any restrictions and conditions on shares of Stock subject to this Award shall lapse and this Award shall automatically become fully vested as of the date of such termination; and (iv) in the event of a Change of Control or Sale Event under which this Award is not assumed or continued by the successor entity in such Change of Control or Sale Event or substituted with a new award of such successor, any restrictions and conditions on shares of Stock subject to this Award shall lapse and this Award shall automatically become fully vested, subject to the provisions of the Plan, as of the effective time of such cessation Change of service. (c) Upon cessation Control or Sale Event. The Administrator’s determination of the reason for termination of the Grantee’s service with the Company for any reason other than by the Company without Cause or by employment shall be conclusive and binding on the Grantee within 30 days following a reduction of (i) Grantee’s base salary, (ii) Grantee’s target incentive amount under the Company’s Management Incentive Plan and his or (iii) the amount of each Performance Based Restricted Share award that Grantee is eligible to earn , any unvested shares of Restricted Stock will immediately and automatically, without any action on the part of the Company, be forfeited, and the Grantee will have no further rights with respect to those sharesher representatives or legatees. (d) Solely for purposes of this Agreement, employment or service with the Company will be deemed to include employment or service with any subsidiary or Affiliate of the Company (for only so long as such entity remains a subsidiary or Affiliate).

Vesting of Restricted Stock. Shares The restrictions and conditions in this Agreement shall lapse and the Restricted Stock shall vest based on the Company’s performance during the period beginning on January 1, 2009 and ending on December 31, 2011 (the “Measurement Period”). The shares of Restricted Stock are subject to forfeiture shall vest if, and only to the extent that, the Company until they become vested achieves the performance targets described on Schedule A, hereto. The number of shares of Stock set forth above (the “Target Award”) represents the un-pro-rated number of shares of Stock that will vest if the Company achieves target levels of performance, and non-forfeitable the actual number of shares of Stock that may vest could be lower than the Target Award and could be zero. To the extent that the Company’s performance during the Measurement Period exceeds the target performance metrics described on Schedule A, the Grantee may be eligible to receive an award of a number of shares of Stock in accordance with this Section 2addition to the Target Award, calculated pursuant to such schedule. While subject The Grantee shall forfeit any portion of the Target Award that does not vest upon the conclusion of the Measurement Period. Subsequent to forfeitureany such Vesting Date, the shares of Stock on which all restrictions and conditions have lapsed shall no longer be deemed Restricted Stock may not be soldStock. Notwithstanding the foregoing, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by the operation of law. (a) Provided the Grantee remains in continuous service with the Company through each applicable vesting date, 8.34% of the total number of shares of Restricted Stock subject hereto that vest shall become vested and nonbe pro-forfeitable rated based on the last day number of each full quarter days the Grantee was employed by the Company during the Measurement Period (i.e.for example, September 30if the Grantee is employed from July 31, 2010 through December 31, March 31 and June 30) following 2011 then the Effective Date, with the first vesting date occurring on September 30, 2012. (b) Upon cessation pro-rated amount would be 519/1,095 of the Grantee’s service by amount that would have otherwise vested). The Administrator may at any time accelerate the Company without Cause vesting schedule specified in this Paragraph 3. Notwithstanding the provisions of Sections 3(c) or if Executive resigns within 30 days following a reduction of (i) Grantee’s base salary, (ii) Grantee’s target incentive amount under the Company’s Management Incentive Plan or (iii) the amount of each Performance Based Restricted Share award that Grantee is eligible to earn, any unvested shares of Restricted Stock will become fully vested and non-forfeitable on such date of cessation of service. For purposes of this Agreement, “Cause,” “Management Incentive Plan,” and “Performance Based Restricted Share,” shall have the meanings set forth in any employment agreement between the Grantee and the Company or an Affiliate in effect at the time of such cessation of service. (c) Upon cessation 16 of the Grantee’s service with Plan, upon the Company for any reason other than by occurrence of a Sale Event or a Change of Control (each as defined in the Company without Cause or by the Grantee within 30 days following a reduction of (i) Grantee’s base salaryPlan), (ii) Grantee’s target incentive amount under the Company’s Management Incentive Plan or (iii) the amount of each Performance Based Restricted Share award that Grantee is eligible to earn , any unvested shares of Restricted Stock will immediately and automatically, without any action on the part of the Company, be forfeited, and the Grantee will have no further rights with respect to those sharesthis Award shall not automatically vest. (d) Solely for purposes of this Agreement, employment or service with the Company will be deemed to include employment or service with any subsidiary or Affiliate of the Company (for only so long as such entity remains a subsidiary or Affiliate).

Vesting of Restricted Stock. Shares of Restricted Stock are subject to forfeiture to the Company until they become vested and non-forfeitable in accordance with this Section 2. While subject to forfeiture, the shares of Restricted Stock may not be sold, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by the operation of law. (a) Provided The shares of Stock subject to this Award shall remain forfeitable until the Grantee remains risks of forfeiture lapse according to the following vesting schedule (rounded to the nearest whole share): September 24, 2010 33-1/3 % September 24, 2011 66-2/3 % September 24, 2012 100 % Except as expressly provided in continuous service subsection (b) below, if Participant’s employment or other relationship with the Company through each applicable vesting dateor any Affiliate ceases at any time prior to a Vesting Date for any reason, 8.34% of including Participant’s voluntary resignation or retirement or termination by the total number of Company or such Affiliate with or without cause, Participant shall immediately forfeit all shares of Restricted Stock subject hereto shall become to this Award which have not yet vested and non-forfeitable on for which the last day risks of each full quarter (i.e., September 30, December 31, March 31 and June 30) following the Effective Date, with the first vesting date occurring on September 30, 2012forfeiture have not lapsed. (b) Upon cessation Notwithstanding subsection (a) above, if Participant’s employment or other relationship with the Company or any Affiliate ceases or is terminated under any of the Grantee’s service following circumstances: • by the Company without Cause or if Executive resigns within 30 days following “Cause” in connection with a reduction “Change of (i) Grantee’s base salary, (ii) Grantee’s target incentive amount under Control” of the Company; or • by Participant for “Good Reason” in connection with a “Change of Control” of the Company; then, upon such cessation or termination of Participant’s Management Incentive Plan employment or (iii) other relationship with the amount Company or such Affiliate, the risk of each Performance Based Restricted Share award that Grantee is eligible forfeiture shall lapse with respect to earnall shares of Stock subject to this Award and all such shares shall become vested. Notwithstanding the foregoing, if prior to the forfeiture of any unvested shares of Restricted Stock will become fully vested and non-forfeitable on such date of cessation of service. For purposes of subject to this AgreementAward, “Cause,” “Management Incentive Plan,” and “Performance Based Restricted Share,” shall have another Company executive receives a restricted stock grant under the meanings set forth in any employment agreement between Plan that provides for the Grantee and the Company or an Affiliate in effect at the time of such cessation of service. (c) Upon cessation lapse of the Granteerisk of forfeiture with respect thereto upon such executive’s service with death or disability, then the Company for any reason other than by the Company without Cause or by the Grantee within 30 days following a reduction risk of (i) Grantee’s base salary, (ii) Grantee’s target incentive amount under the Company’s Management Incentive Plan or (iii) the amount of each Performance Based Restricted Share award that Grantee is eligible to earn , any unvested shares of Restricted Stock will immediately and automatically, without any action on the part of the Company, be forfeited, and the Grantee will have no further rights forfeiture with respect to those shares. the shares of Stock subject to this Award shall lapse (dand such shares shall vest) Solely for purposes of this Agreement, employment or service with upon the Company will be deemed to include employment or service with any subsidiary or Affiliate occurrence of the Company same such event(s) (for only so long as such entity remains a subsidiary i.e. death or Affiliate)disability) with respect to Participant.

Vesting of Restricted Stock. Shares of Restricted Stock are subject to forfeiture to the Company until they become vested (a) Except as otherwise provided in Sections [2(b),] [2(c),] [2(d),] [2(e)] and non-forfeitable in accordance with this Section 2. While subject to forfeiture4 hereof, the shares of Restricted Stock may not be soldshall become vested in the following amounts, pledgedat the following times and upon the following conditions, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by provided that the operation of law. (a) Provided the Grantee remains in continuous service with the Company through each applicable vesting date, 8.34% Continuous Service of the total number Recipient continues through and on the applicable Vesting Date: There shall be no proportionate or partial vesting of shares of Restricted Stock subject hereto in or during the months, days or periods prior to each Vesting Date, and all vesting of shares of Restricted Stock shall become vested and non-forfeitable occur only on the last day of each full quarter (i.e., September 30, December 31, March 31 and June 30) following the Effective applicable Vesting Date, with the first vesting date occurring on September 30, 2012. (b) Upon cessation In the event that a Change in Control of the GranteeCompany occurs during the Recipient’s service by Continuous Service, the Company without Cause or if Executive resigns within 30 days following a reduction of (i) Grantee’s base salary, (ii) Grantee’s target incentive amount under the Company’s Management Incentive Plan or (iii) the amount of each Performance Based Restricted Share award that Grantee is eligible to earn, any unvested shares of Restricted Stock will subject to this Agreement shall become fully immediately vested and non-forfeitable on such as of the date of cessation the Change in Control.] [Notwithstanding the foregoing, if in the event of servicea Change in Control the successor company assumes or substitutes another award for this Restricted Stock award, then the vesting of the Restricted Stock shall not be accelerated as described in this paragraph (b). For purposes of this Agreementparagraph, “Cause,” “Management Incentive Plan,” and “Performance Based the Restricted Share,” Stock shall have be considered assumed or substituted for if following the meanings set forth Change in any employment agreement between Control the Grantee and award confers the Company right to receive, for each Share subject to the Restricted Stock award immediately prior to the Change in Control, the consideration (whether stock, cash or an Affiliate other securities or property) received in effect at the time transaction constituting a Change in Control by holders of Shares for each Share held on the effective date of such cessation transaction (and if holders were offered a choice of serviceconsideration, the type of consideration chosen by the holders of a majority of the outstanding shares); provided, however, that if such consideration received in the transaction constituting a Change in Control is not solely common stock of the successor company or its parent or subsidiary, the Committee may, with the consent of the successor company or its parent or subsidiary, provide that the consideration to be received upon the vesting of the Restricted Stock shall be solely common stock of the successor company or its parent or subsidiary substantially equal in the fair market value to the per share consideration received by holders of Shares in the transaction constituting a Change in Control. The determination of such substantial equality of value of consideration shall be made by the Committee in its sole discretion and its determination shall be conclusive and binding. (c) Upon cessation Notwithstanding any other term or provision of this Agreement, in the Granteeevent that the Recipient’s service with the Company for any reason other than Continuous Service is terminated either by the Company without Cause or by the Grantee within 30 days following a reduction of (i) Grantee’s base salaryRecipient for Good Reason, (ii) Grantee’s target incentive amount under the Company’s Management Incentive Plan or (iii) the amount of each Performance Based Restricted Share award that Grantee is eligible to earn , any unvested shares of Restricted Stock will subject to this Agreement shall become immediately vested as of the date of the termination of the Recipient’s Continuous Service.] (d) Notwithstanding any other term or provision of this Agreement, the Board or the Committee shall be authorized, in its sole discretion, based upon its review and automatically, without any action on evaluation of the part performance of the Recipient and of the Company, be forfeitedto accelerate the vesting of any shares of Restricted Stock under this Agreement, at such times and upon such terms and conditions as the Grantee will have no further rights with respect to those sharesBoard or the Committee shall deem advisable.] (de) Solely for In the event that the Recipient’s Continuous Service terminates by reason of the Recipient’s [Disability or] death, all of the shares of Restricted Stock subject to this Agreement shall be immediately vested as of the date of such [Disability or] death, [whichever is applicable,] and shall be delivered, subject to any requirements under this Agreement, to the [Recipient, in the event of his or her Disability, or in the event of the Recipient’s death, to the] beneficiary or beneficiaries designated by the Recipient, or if the Recipient has not so designated any beneficiary(ies), or no designated beneficiary survives the Recipient, such shares shall be delivered to the personal representative of the Recipient’s estate.] (f) For purposes of this Agreement, employment or service with the Company will be deemed to include employment or service with any subsidiary or Affiliate of following terms shall have the Company (for only so long as such entity remains a subsidiary or Affiliate).meanings indicated:

Vesting of Restricted Stock. The restrictions and conditions in this Agreement shall lapse and the Restricted Stock shall vest based on the Company's performance during the period beginning on January 1, 20[__] and ending on December 31, 20[__] (the “Measurement Period”). The Shares of Restricted Stock are shall vest if, and only to the extent that, the Company achieves the performance targets described on Schedule A, hereto. The number of shares of Stock set forth above (the “Target Award”) represents the number of shares of Stock that will vest if the Company achieves target levels of performance, and the actual number of shares of Stock that may vest could be lower than the Target Award and could be zero. To the extent that the Company's performance during the Measurement Period exceeds the target performance metrics described on Schedule A, the Grantee may be eligible to receive an award of a number of shares of Stock in addition to the Target Award, calculated pursuant to such schedule, [provided, however, that, to the extent that the Grantee is or becomes subject to forfeiture the restrictions of Section 30.1(a) of the TARP Rules during the Measurement Period and to the extent required by such Section, in no event shall the value of this Award, when added to the value of any other awards of “long-term restricted stock” (as defined in the TARP Rules) granted to the Grantee in the year that includes the Grant Date (the “Grant Year”), exceed one-third of the Grantee's annual compensation (as determined by applying the principals Section 30.1(e)(1) of the TARP Rules) for the Grant Year.] The Grantee shall forfeit any portion of the Target Award that does not vest upon the conclusion of the Measurement Period. Notwithstanding the foregoing, in the event of a Change of Control of the Company until they [(and provided such Change of Control constitutes a “change in control event” under the TARP Rules)] prior to the end of the Measurement Period, the restrictions and conditions in this Agreement shall lapse and the Restricted Stock shall automatically become vested and non-forfeitable in accordance with this Section 2. While fully vested, subject to forfeiturethe provisions of the Plan. Subsequent to any such vesting date or dates, the shares of Restricted Stock may not be sold, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by the operation of law. (a) Provided the Grantee remains in continuous service with the Company through each applicable vesting date, 8.34% of the total number of shares of Restricted Stock subject hereto on which all restrictions and conditions have lapsed shall become vested and non-forfeitable on the last day of each full quarter (i.e., September 30, December 31, March 31 and June 30) following the Effective Date, with the first vesting date occurring on September 30, 2012. (b) Upon cessation of the Grantee’s service by the Company without Cause or if Executive resigns within 30 days following a reduction of (i) Grantee’s base salary, (ii) Grantee’s target incentive amount under the Company’s Management Incentive Plan or (iii) the amount of each Performance Based Restricted Share award that Grantee is eligible to earn, any unvested shares of Restricted Stock will become fully vested and non-forfeitable on such date of cessation of service. For purposes of this Agreement, “Cause,” “Management Incentive Plan,” and “Performance Based Restricted Share,” shall have the meanings set forth in any employment agreement between the Grantee and the Company or an Affiliate in effect at the time of such cessation of service. (c) Upon cessation of the Grantee’s service with the Company for any reason other than by the Company without Cause or by the Grantee within 30 days following a reduction of (i) Grantee’s base salary, (ii) Grantee’s target incentive amount under the Company’s Management Incentive Plan or (iii) the amount of each Performance Based Restricted Share award that Grantee is eligible to earn , any unvested shares of Restricted Stock will immediately and automatically, without any action on the part of the Company, be forfeited, and the Grantee will have no further rights with respect to those shares. (d) Solely for purposes of this Agreement, employment or service with the Company will longer be deemed to include employment or service with any subsidiary or Affiliate of the Company (for only so long as such entity remains a subsidiary or Affiliate)Restricted Stock.

Vesting of Restricted Stock. Shares of Restricted Stock (i) If you are subject to forfeiture to serving as Executive Chairman on the Company until they become vested and non-forfeitable in accordance with this Section 2. While subject to forfeiture, the shares of Restricted Stock may not be sold, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by the operation of law. (a) Provided the Grantee remains in continuous service with the Company through each applicable vesting date, 8.34% the restricted stock awards set forth on Schedule I hereto that are scheduled to vest on July 1, 2006 and January 1, 2007 (the “Stock Awards”) will become vested on such dates; provided that (A) the vesting of the total performance-based portion of the Stock Awards eligible to vest on July 1, 2006 will be based (1) upon your performance through the CEO Resignation Date for that number of shares equal to 12,500 multiplied by a fraction, the numerator of Restricted Stock subject hereto shall become vested which is the number of days from January 1, 2006 through the CEO Resignation Date and non-forfeitable on the last day denominator of each full quarter which is 181 and (i.e.2) without regard to performance for the number of shares equal to 12,500 multiplied by a fraction, September 30, December 31, March 31 the numerator of which is the number of days between the CEO Resignation Date and June 30, 2006 and the denominator of which is 181 and (B) following the Effective Date12,500 performance-based Stock Awards eligible to vest on January 1, with the first 2007 will vest so long as you are an employee on January 1, 2007 without regard to performance vesting date occurring on September 30, 2012criteria. (b) Upon cessation of the Grantee’s service by the Company without Cause or if Executive resigns within 30 days following a reduction of (i) Grantee’s base salary, (ii) Grantee’s target incentive amount If the Board does not request you to serve as Executive Chairman or notifies you that your services as Executive Chairman are no longer required, to the extent that the Stock Awards that would have otherwise vested on July 1, 2006 and January 1, 2007 have not already vested, such unvested awards will immediately vest on the date of your termination of employment other than any performance-vesting shares granted under the Company’s Management Incentive Plan or August 6, 2004 Award Agreement. (iii) If on or after the amount Transition Date and prior to January 1, 2007 you voluntarily terminate your employment, to the extent not already vested, (A) 28,125 of each Performance Based Restricted Share award that Grantee is the time-vested shares eligible to earnvest on July 1, any unvested 2006 will vest, (B) 9,375 of the performance-vesting shares eligible to vest on July 1, 2006 will be eligible to vest based on your performance through the CEO Resignation Date, and (C) all 50,000 shares eligible to vest on January 1, 2007 will vest on the date of your termination of employment. (iv) The Restricted Stock will become fully vested Award Agreements between the Company and non-forfeitable on such date you dated as of cessation August 6, 2004 and as of service. For purposes of this AgreementFebruary 7, “Cause,” “Management Incentive Plan,” 2005 are amended to replace references to Chief Executive Officer to Executive Chairman and “Performance Based Restricted Share,” shall have to give effect to the meanings vesting provisions set forth in any employment agreement between the Grantee and the Company or an Affiliate in effect at the time of such cessation of service. (c) Upon cessation of the Grantee’s service with the Company for any reason other than by the Company without Cause or by the Grantee within 30 days following a reduction of (i) Grantee’s base salary, (ii) Grantee’s target incentive amount under the Company’s Management Incentive Plan or (iii) the amount of each Performance Based Restricted Share award that Grantee is eligible to earn , any unvested shares of Restricted Stock will immediately and automatically, without any action on the part of the Company, be forfeited, and the Grantee will have no further rights with respect to those shares. (d) Solely for purposes of this Agreement, employment or service with the Company will be deemed to include employment or service with any subsidiary or Affiliate of the Company (for only so long as such entity remains a subsidiary or AffiliateSection 4(a).

Vesting of Restricted Stock. Shares of (a) The Restricted Stock are subject to forfeiture may be transferred, assigned, pledged or hypothecated only upon and after vesting. Except as provided in this Section 4, provided the Recipient has served continuously as a Director or a Committee Member of a particular committee, as the case may be, through the respective vesting period, the Restricted Stock attributable to the Company until they become vested Recipient’s service as a Director or as a Committee Member of the particular committee (as shown on the Company’s books and non-forfeitable records, which shall be conclusive and binding), shall vest according to the following schedule (rounded in accordance with each case to the number of full shares): 25% of the Restricted Stock will vest on 25% of the Restricted Stock will vest on 25% of the Restricted Stock will vest on The remainder of the Restricted Stock will vest on Except as provided below, (i) no portion of the Restricted Stock shall vest after the date the Recipient ceases to be a Director for any reason and any unvested portion of the Restricted Stock theretofore held by the Recipient shall be canceled as of that date, and (ii) no portion of the Restricted Stock attributable to the Recipient’s service as a Committee Member of a particular committee (as shown on the Company’s books and records, which shall be conclusive and binding) shall vest after the date the Recipient ceases to be a Committee Member of such committee for any reason and any unvested portion of the Restricted Stock attributable to such committee service theretofore held by the Recipient shall be canceled as of that date. Notwithstanding the foregoing, if the Recipient dies or suffers a Disability during the vesting period described in this Section 2. While subject to forfeiture4, and the Recipient was a Director or a Committee Member at the time of such death or Disability, the unvested portion of the Restricted Stock shall automatically vest on the date of death or Disability. By way of example, if the Recipient has received 200 shares of Restricted Stock may not be sold, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by the operation because of law. (a) Provided the Grantee remains in continuous his service with the Company through each applicable vesting date, 8.34% of the total number of as a Director and 100 shares of Restricted Stock subject hereto shall become vested because of his role as a member of the Audit Committee (for a total of 300 shares), and non-forfeitable the Recipient resigns from the Audit Committee on April 30 but continues to serve as a Director, as of April 30: 75 shares of the last day Restricted Stock will be vested, 150 shares of each full quarter Restricted Stock remain outstanding and unvested (i.e.attributable to his service as a Director), September 30, December 31, March 31 and June 30) following the Effective Date, with the first vesting date occurring on September 30, 201275 shares of Restricted Stock will be forfeited (formerly attributable to his service as a Committee Member). (b) Upon cessation The Compensation Committee may, in the event of a sale, merger, consolidation, reorganization, liquidation or change of control of the Grantee’s service by Company, as described in Article 15 of the Company without Cause or if Executive resigns within 30 days following a reduction Plan, provide for the acceleration of (i) Grantee’s base salaryvesting and for settlement, (ii) Grantee’s target incentive amount under including cash payment, of the Company’s Management Incentive Plan or (iii) the amount of each Performance Based Restricted Share award that Grantee is eligible to earn, any unvested shares of Restricted Stock will become fully vested and non-forfeitable on such date of cessation of service. For purposes of this Agreement, “Cause,” “Management Incentive Plan,” and “Performance Based Restricted Share,” shall have upon or immediately before the meanings set forth in any employment agreement between the Grantee and the Company or an Affiliate in effect at the time effectiveness of such cessation event, in accordance with Article 15 of servicethe Plan. (c) Upon cessation of the Grantee’s service with the Company for any reason other than by the Company without Cause or by the Grantee within 30 days following a reduction of (i) Grantee’s base salaryAfter being vested, (ii) Grantee’s target incentive amount under the Company’s Management Incentive Plan or (iii) the amount of each Performance Based Restricted Share award that Grantee is eligible to earn , any unvested shares of Restricted Stock will immediately shall no longer be considered Restricted Stock and automatically, without any action on shall be released automatically from the part of the Company, be forfeited, and the Grantee will have no further rights with respect to those shares. (d) Solely for purposes terms of this Agreement, employment or service with the Company will be deemed to include employment or service with any subsidiary or Affiliate of the Company (for only so long as such entity remains a subsidiary or Affiliate)except those contained in Sections 9, 10, 11, 13, 14, 15, 16 and 17 hereof.

Vesting of Restricted Stock. Shares of (a) Except as otherwise provided in Sections 2(b), 2(c), 2(d) and 2(e) below, the Restricted Stock are subject to forfeiture to the Company until they purchased hereunder will become vested and non-forfeitable in accordance with this Section 2. While subject to forfeiture, the shares of Restricted Stock may not be sold, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by the operation of law. (a) Provided the Grantee remains in continuous service with the Company through each applicable vesting date, 8.34% of the total number of shares of Restricted Stock subject hereto shall become vested and non-forfeitable schedule set forth on the last day of each full quarter (i.e., September 30, December 31, March 31 and June 30) following the Effective Date, with the first vesting date occurring on September 30, 2012Annex C attached hereto. (b) Upon cessation of If the Grantee’s service Executive ceases to be employed by the Company without Cause or if Executive resigns within 30 days following and its Subsidiaries on a reduction of (i) Grantee’s base salarydate other than a vesting date prior to the final vesting date, (ii) Grantee’s target incentive amount under the Company’s Management Incentive Plan or (iii) the amount of each Performance Based Restricted Share award that Grantee is eligible to earn, any unvested shares cumulative percentage of Restricted Stock to become vested will become fully vested and non-forfeitable be determined on such date a pro rata basis according to the number of cessation of service. For purposes of this Agreement, “Cause,” “Management Incentive Plan,” and “Performance Based Restricted Share,” shall have days elapsed since the meanings set forth in any employment agreement between the Grantee and the Company or an Affiliate in effect at the time of such cessation of serviceprior vesting date. (c) Upon cessation the occurrence of a Sale of the Grantee’s service with Company, if as of such date the Company for any reason other than Executive is still employed by the Company without Cause or by the Grantee within 30 days following a reduction any of (i) Grantee’s base salaryits Subsidiaries, (ii) Grantee’s target incentive amount under the Company’s Management Incentive Plan or (iii) the amount of each Performance Based Restricted Share award that Grantee is eligible to earn , any unvested all shares of Restricted Stock will immediately and automatically, without any action on which have not yet become vested shall become vested at the part time of the Company, be forfeited, and the Grantee will have no further rights with respect to those sharessuch event. (d) Solely for purposes Upon the occurrence of the Company's first Qualified Public Offering, if as of such date the Executive is still employed by the Company or any of its Subsidiaries, fifty percent (50%) of all shares of Restricted Stock which have not yet become vested shall become vested at the time of such event. Such 50% vesting shall be applied on a tranche-by-tranche basis, with the remaining 50% of each unvested tranche remaining subject to the vesting provisions of this AgreementSection 2. (e) Any shares of Restricted Stock which have not been designated as subject to repurchase pursuant to a Repurchase Notice or Supplemental Repurchase Notice on the date which is six months and one day following the Termination and which have not yet become vested shall become vested on such date. Shares of Restricted Stock which have become vested pursuant to Sections 2(a), employment 2(b), 2(c), 2(d) or service with the Company will be deemed 2(e) above are referred to include employment or service with any subsidiary or Affiliate herein as "Vested Shares," and all other shares of the Company (for only so long Restricted Stock are referred to herein as such entity remains a subsidiary or Affiliate)"Unvested Shares."

Vesting of Restricted Stock. Shares of (a) For so long as Executive is employed by the Company, the Restricted Stock are subject to forfeiture to the Company until they shall vest and become vested and non-forfeitable in accordance with this Section 2. While subject to forfeiture, the unrestricted as follows: (i) 15,000 shares of Restricted Stock may not be sold, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by the operation of law.shall vest upon issuance; (aii) Provided the Grantee remains in continuous service with the Company through each applicable vesting date, 8.34% of the total number of 1,000 shares of Restricted Stock subject hereto shall become vested and non-forfeitable vest on the last 23rd day of each full quarter (i.e.month for sixty months, September 30, December 31, March 31 and June 30) following the Effective Date, with expiration of the first vesting date occurring on September 30, 2012Employment Agreement. (b) Upon cessation of the Grantee’s service Notwithstanding subparagraph (a) above: (i) If Executive's employment by the Company without Cause or if Executive resigns within 30 days following a reduction of (i) Grantee’s base salary, (ii) Grantee’s target incentive amount under the Company’s Management Incentive Plan or (iii) the amount of each Performance Based Restricted Share award that Grantee and its Subsidiaries is eligible to earn, any unvested shares of Restricted Stock will become fully vested and non-forfeitable on such date of cessation of service. For purposes of this Agreement, “Cause,” “Management Incentive Plan,” and “Performance Based Restricted Share,” shall have the meanings set forth in any employment agreement between the Grantee and the Company or an Affiliate in effect at the time of such cessation of service. (c) Upon cessation of the Grantee’s service with the Company for any reason other than terminated by the Company without Cause or by Executive for Good Reason, the Grantee within 30 days following a reduction portion of (i) Grantee’s base salary, the Restricted Stock that has not become vested as of the date of such event shall become fully vested immediately prior to such termination of employment. (ii) Grantee’s target incentive amount under If Executive's employment by the Company’s Management Incentive Plan Company and its Subsidiaries is terminated due to the death or Disability of Executive, the portion of the Restricted Stock that has not become vested as of the date of such event shall become fully vested immediately prior to such termination of employment. (iii) If Executive has been continuously employed by the amount Company or a Subsidiary from the date of each Performance Based this Agreement until the occurrence of a Change of Control, the portion of the Restricted Share award Stock that Grantee is eligible has not become vested as of the date of the Change of Control shall become fully vested immediately prior to earn the Change of Control. (c) Except as set forth herein, any unvested shares of Restricted Stock will immediately that is not vested shall be automatically forfeited by Executive upon his termination of employment by the Company and automaticallyits Subsidiaries, without any action on the part of by Executive or the Company. In such event, be forfeited, and the Grantee will have no further rights with respect Executive shall deliver to those shares. (d) Solely for purposes of this Agreement, employment or service with the Company will be deemed to include employment or service certificate(s) representing the forfeited shares, together with any subsidiary or Affiliate of such additional documentation as the Company (for only so long as such entity remains a subsidiary or Affiliate)may reasonably request.

Vesting of Restricted Stock. Shares of The Restricted Stock are subject to forfeiture to issuable upon exercise of the Company until they become vested and non-forfeitable Option will vest in Cannxxxxx xx accordance with this Section 2. While subject to forfeiturethe Vesting Schedule set forth on Exhibit B hereto, the shares but only for so long as Cannxxxxx xx an employee of Restricted Stock may not be soldPSC, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by the operation of law.except as follows: (a) Provided If Cannxxxxx'x xxxloyment with PSC is terminated (i) by PSC without Cause, including termination due to Cannxxxxx'x physical or mental illness or death, or (ii) by Cannxxxxx xxxh Good Reason, then (A) the Grantee remains in continuous service with the Company through each applicable vesting date, 8.34% of the total number of shares of Restricted Stock subject hereto shall become vested scheduled to vest on each Vesting Date to and non-forfeitable including the Vesting Date in 1998 will vest on such Vesting Dates (to the extent not previously vested) notwithstanding such termination and (B) if such termination occurs after the Vesting Date in 1998, the Restricted Stock scheduled to vest on the next Vesting Date after such termination (if any) will vest on such Vesting Date notwithstanding such termination. Notwithstanding the foregoing, if vesting is accelerated under Section 3(b), then Section 3(b) (and not this paragraph) will apply through the last day of each full quarter (i.e.Vesting Date for which vesting is accelerated under Section 3(b) and, September 30thereafter, December 31, March 31 and June 30) following the Effective Date, with the first vesting date occurring on September 30, 2012this paragraph will again apply. (b) Upon cessation of If a Change in Control (as defined in the Grantee’s service Employment Agreement) occurs while Cannxxxxx xx employed by the Company without Cause PSC, or if Executive resigns within 30 days following Cannxxxxx'x xxxloyment with PSC is terminated prior to but in connection with a reduction of Change in Control, then (i) Grantee’s base salary, (ii) Grantee’s target incentive amount under the Company’s Management Incentive Plan or (iiiA) the amount of each Performance Based Restricted Share award that Grantee is eligible to earn, any unvested shares of Restricted Stock scheduled to vest on each Vesting Date to and including the Vesting Date in 2000 will become fully vested vest immediately upon such Change in Control (to the extent not previously vested) and non-forfeitable (B) if the Change in Control occurs after the Vesting Date in 1999, the Restricted Stock scheduled to vest on the next two Vesting Dates after such date of cessation of servicetermination (if any) will vest immediately upon such Change in Control. For purposes of If the vesting scheduled to occur on one or more Vesting Dates is accelerated pursuant to this Agreementparagraph, “Cause,” “Management Incentive Plan,” and “Performance Based Restricted Share,” shall have then the meanings set forth in any employment agreement between remaining Vesting Dates, which are not accelerated, will remain unchanged, with the Grantee and result that no vesting will occur during the Company or an Affiliate in effect at the time of such cessation of serviceyears for which vesting was accelerated. (c) Upon cessation of If Cannxxxxx xx employed by PSC pursuant to the Grantee’s service Employment Agreement by December 31, 1995, but his employment with PSC is terminated prior to the Company for any reason other than by the Company without Cause or by the Grantee within 30 days following a reduction of Vesting Date in 1996 (i) Grantee’s base salary, by PSC with Cause or (ii) Grantee’s target incentive amount under by Cannxxxxx xxxhout Good Reason, then the Company’s Management Incentive Plan or (iii) the amount of each Performance Based Restricted Share award that Grantee is eligible to earn , any unvested shares of Restricted Stock will immediately and automatically, without any action scheduled to vest on the part of the Company, be forfeited, and the Grantee Vesting Date in 1996 will have no further rights with respect to those sharesvest on such Vesting Date notwithstanding such termination. (d) Solely for purposes of this Agreement, employment or service with the Company will be deemed to include employment or service with any subsidiary or Affiliate of the Company (for only so long as such entity remains a subsidiary or Affiliate).

Vesting of Restricted Stock. Shares (a) Subject to Section 3(b), the Restricted Stock shall vest according to the following schedule, if the Grantee continues to be employed by, or provide service to, the Company or any of its subsidiaries from the Date of Grant until the applicable vesting date: Date Restricted Stock Vesting First Anniversary of Date of Grant 1/3 Second Anniversary of Date of Grant 1/3 Third Anniversary of Date of Grant 1/3 The vesting of the Restricted Stock shall be cumulative, but shall not exceed 100% of the Restricted Stock. If the foregoing schedule would produce fractional shares, the number of Restricted Stock are subject to forfeiture that vest shall be rounded to the Company until they become vested and non-forfeitable in accordance with this Section 2. While subject to forfeiture, the shares of Restricted Stock may not be sold, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by the operation of law. (a) Provided the Grantee remains in continuous service with the Company through each applicable vesting date, 8.34% of the total number of shares of Restricted Stock subject hereto shall become vested and non-forfeitable on the last day of each full quarter (i.e., September 30, December 31, March 31 and June 30) following the Effective Date, with the first vesting date occurring on September 30, 2012nearest whole share. (b) Upon cessation If the Grantee’s employment with the Company or any of its subsidiaries is terminated (i) by the Grantee with Good Reason, (ii) by the Company or its successor without Cause, or (iii) due to death or Disability (each as defined in the Plan), the Restricted Stock, to the extent that it has not yet become fully vested as of the date of such employment or service termination will immediately become 100% vested. (c) If a voluntary termination of the Grantee’s employment or service by as a Director qualifies as a Retirement (as such term is defined in the Company without Cause Plan), any of the Grantee’s Restricted Stock which has not vested on or if Executive resigns within 30 days before the date of termination of the Participant’s employment or service will become fully vested on the earliest of the following a reduction of dates: (i) Grantee’s base salarythe first anniversary of such date of termination, provided in the sole judgment of the Compensation Committee the Participant has not served a competitor of the Company during the intervening year in a similar capacity to that in which the Participant served the Company; or (ii) Grantee’s target incentive amount under the Company’s Management Incentive Plan third anniversary of the Date of Grant; or (iii) the amount of each Performance Based Restricted Share award that Grantee is eligible to earn, any unvested shares of Restricted Stock will become fully vested and non-forfeitable on such date of cessation of service. For purposes of this Agreement, “Cause,” “Management Incentive Plan,” and “Performance Based Restricted Share,” shall have the meanings set forth in any employment agreement between the Grantee and the Company or an Affiliate in effect at the time of such cessation of service. (c) Upon cessation death of the Grantee’s service with the Company for any reason other than by the Company without Cause or by the Grantee within 30 days following a reduction of (i) Grantee’s base salary, (ii) Grantee’s target incentive amount under the Company’s Management Incentive Plan or (iii) the amount of each Performance Based Restricted Share award that Grantee is eligible to earn , any unvested shares of Restricted Stock will immediately and automatically, without any action on the part of the Company, be forfeited, and the Grantee will have no further rights with respect to those sharesParticipant. (d) Solely for purposes If the service of this Agreement, employment or service with the Company will be deemed to include employment or service with any subsidiary or Affiliate an independent director of the Company who was duly nominated by the Board for continuing service is terminated due to not being re-elected by the shareholders of the Company, any of the Grantee’s Restricted Stock which has not yet become fully vested as of the date of such service termination will immediately become 100% vested. (for only so long as such entity remains a subsidiary or Affiliate)e) The Compensation Committee may accelerate vesting in other exception circumstances defined by the Committee and not otherwise described above.

Vesting of Restricted Stock. Shares The restrictions and conditions in this Agreement shall lapse and the Restricted Stock shall vest based on the Company’s performance during the period beginning on January 1, 2010 and ending on December 31, 2012 (the “Measurement Period”). The shares of Restricted Stock are subject to forfeiture shall vest if, and only to the extent that, the Company until they become vested achieves the performance targets described on Schedule A, hereto. The number of shares of Stock set forth above (the “Target Award”) represents the un-pro-rated number of shares of Stock that will vest if the Company achieves target levels of performance, and non-forfeitable the actual number of shares of Stock that may vest could be lower than the Target Award and could be zero. To the extent that the Company’s performance during the Measurement Period exceeds the target performance metrics described on Schedule A, the Grantee may be eligible to receive an award of a number of shares of Stock in accordance with this Section 2addition to the Target Award, calculated pursuant to such schedule. While subject The Grantee shall forfeit any portion of the Target Award that does not vest upon the conclusion of the Measurement Period. Subsequent to forfeitureany such Vesting Date, the shares of Stock on which all restrictions and conditions have lapsed shall no longer be deemed Restricted Stock may not be soldStock. Notwithstanding the foregoing, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by the operation of law. (a) Provided the Grantee remains in continuous service with the Company through each applicable vesting date, 8.34% of the total number of shares of Restricted Stock subject hereto that vest shall become vested and nonbe pro-forfeitable rated based on the last day number of each full quarter days the Grantee was employed by the Company during the Measurement Period (i.e.for example, September 30if the Grantee is employed from July 31, 2010 through December 31, March 31 and June 30) following 2012 then the Effective Date, with the first vesting date occurring on September 30, 2012. (b) Upon cessation pro-rated amount would be 885/1,096 of the Grantee’s service by amount that would have otherwise vested). The Administrator may at any time accelerate the Company without Cause vesting schedule specified in this Paragraph 3. Notwithstanding the provisions of Sections 3(c) or if Executive resigns within 30 days following a reduction of (i) Grantee’s base salary, (ii) Grantee’s target incentive amount under the Company’s Management Incentive Plan or (iii) the amount of each Performance Based Restricted Share award that Grantee is eligible to earn, any unvested shares of Restricted Stock will become fully vested and non-forfeitable on such date of cessation of service. For purposes of this Agreement, “Cause,” “Management Incentive Plan,” and “Performance Based Restricted Share,” shall have the meanings set forth in any employment agreement between the Grantee and the Company or an Affiliate in effect at the time of such cessation of service. (c) Upon cessation 16 of the Grantee’s service with Plan, upon the Company for any reason other than by occurrence of a Sale Event or a Change of Control (each as defined in the Company without Cause or by the Grantee within 30 days following a reduction of (i) Grantee’s base salaryPlan), (ii) Grantee’s target incentive amount under the Company’s Management Incentive Plan or (iii) the amount of each Performance Based Restricted Share award that Grantee is eligible to earn , any unvested shares of Restricted Stock will immediately and automatically, without any action on the part of the Company, be forfeited, and the Grantee will have no further rights with respect to those sharesthis Award shall not automatically vest. (d) Solely for purposes of this Agreement, employment or service with the Company will be deemed to include employment or service with any subsidiary or Affiliate of the Company (for only so long as such entity remains a subsidiary or Affiliate).

Vesting of Restricted Stock. Shares The restrictions and conditions in Paragraph 2 of Restricted Stock are subject to forfeiture to this Agreement shall lapse on the Company until they become vested and non-forfeitable Vesting Date or Dates specified in accordance with this Section 2. While subject to forfeiture, the shares of Restricted Stock may not be sold, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by the operation of law. (a) Provided following schedule so long as the Grantee remains in continuous service with an employee of the Company through each applicable vesting dateor a Subsidiary on such Dates. If a series of Vesting Dates is specified, 8.34% of then the total restrictions and conditions in Paragraph 2 shall lapse only with respect to the number of shares of Restricted Stock subject hereto specified as vested on such date. Numberof Shares Vested Vesting Date Subsequent to such Vesting Date or Dates, the shares of Stock on which all restrictions and conditions have lapsed shall become vested and non-forfeitable on no longer be deemed Restricted Stock. The Administrator may at any time accelerate the last day of each full quarter (i.e.vesting schedule specified in this Paragraph 3. Notwithstanding the foregoing, September 30, December 31, March 31 and June 30) following the Effective Date, with the first vesting date occurring on September 30, 2012. (b) Upon cessation of the Grantee’s service by the Company without Cause or if Executive resigns within 30 days following a reduction of (i) if the Grantee’s base salary, 's employment with the Company and its Subsidiaries is terminated due to the Grantee's death or disability (iias determined by the Administrator) Grantee’s target incentive amount under prior to the Company’s Management Incentive Plan or (iii) the amount vesting of each Performance Based Restricted Share award that Grantee is eligible to earn, any unvested shares of Restricted Stock will granted herein, all restrictions shall lapse and such shares shall automatically become fully vested; (ii) if the Grantee's employment with the Company and its Subsidiaries is terminated by the Company or its Subsidiary without Cause (as defined below) the Grantee shall be immediately vested and nonall restrictions shall lapse with respect to a pro-forfeitable rated portion of this Award, calculated based on such the number of days during the applicable vesting period(s) from the Grant Date through the date of cessation termination; (iii) notwithstanding Sections 3(c) or 19 of service. For purposes the Plan, and notwithstanding the provisions of this Agreement, “Cause,” “Management Incentive Plan,” and “Performance Based Restricted Share,” shall have the meanings set forth in any employment or other agreement between the Grantee and the Company or an Affiliate any Subsidiary that is in effect at as of the date hereof, in the event that (x) a Change of Control (as defined in Section 19 of the Plan) or Sale Event (as defined in Section 3(c) of the Plan) occurs under which this Award is assumed or continued by the successor entity in such Change of Control or Sale Event or substituted with a new award of such successor (in accordance with Section 3(c) of the Plan), and (y) the Grantee's employment by the Company or a Subsidiary (or such successor in the Change of Control or Sale Event) is terminated without Cause (as defined below) within 24 months following the effective date of such Change of Control or Sale Event, then, any restrictions and conditions on shares of Stock subject to this Award shall lapse and this Award shall automatically become fully vested as of the date of such termination; and (iv) in the event of a Change of Control or Sale Event under which this Award is not assumed or continued by the successor entity in such Change of Control or Sale Event or substituted with a new award of such successor, any restrictions and conditions on shares of Stock subject to this Award shall lapse and this Award shall automatically become fully vested, subject to the provisions of the Plan, as of the effective time of such cessation Change of service. (c) Upon cessation Control or Sale Event. The Administrator's determination of the reason for termination of the Grantee’s service with the Company for any reason other than by the Company without Cause or by 's employment shall be conclusive and binding on the Grantee within 30 days following a reduction of (i) Grantee’s base salary, (ii) Grantee’s target incentive amount under the Company’s Management Incentive Plan and his or (iii) the amount of each Performance Based Restricted Share award that Grantee is eligible to earn , any unvested shares of Restricted Stock will immediately and automatically, without any action on the part of the Company, be forfeited, and the Grantee will have no further rights with respect to those sharesher representatives or legatees. (d) Solely for purposes of this Agreement, employment or service with the Company will be deemed to include employment or service with any subsidiary or Affiliate of the Company (for only so long as such entity remains a subsidiary or Affiliate).