Common use of VOTING; DIVIDENDS; CERTAIN CORPORATE TRANSACTIONS Clause in Contracts

VOTING; DIVIDENDS; CERTAIN CORPORATE TRANSACTIONS. (a) Subject to the provisions of the Plan and this Agreement, Holder shall have all of the powers, preferences, and rights of a holder of Common Stock with respect to the Restricted Stock. Holder shall be entitled to exercise all voting rights with respect to the Restricted Stock and to receive all regular cash dividends paid with respect thereto. Any stock dividends paid in respect of shares of unvested Restricted Stock shall be treated as additional Restricted Stock and shall be subject to the same restrictions and other terms and conditions that apply to the shares of unvested Restricted Stock with respect to which such stock dividends are paid. Holder agrees and understands that nothing contained in this Agreement provides, or is intended to provide, any protection against potential future dilution of Holder's stockholder interest in the Company for any reason, except as may otherwise be provided in the Plan. (b) In the event that the outstanding securities of any class then comprising the Restricted Stock are increased, decreased or exchanged for or converted into cash, property and/or a different number or kind of securities, or cash, property and/or securities are distributed in respect of such outstanding securities, in either case as a result of a reorganization, merger, consolidation, recapitalization, restructuring, reclassification, spin-off, spin-out, dividend (other than a regular cash dividend) or other distribution, stock split, reverse stock split or the like, then, unless the Board (or the Committee acting in the Board’s place) shall determine otherwise, the term “Restricted Stock” shall, from and after the date of such event, include such cash, property and/or securities so distributed in respect of the Restricted Stock, or into or for which the shares of Restricted Stock are so increased, decreased, exchanged or converted.

VOTING; DIVIDENDS; CERTAIN CORPORATE TRANSACTIONS. (a) Subject 5.1 Prior to the provisions any issuance of shares of Common Stock in settlement of the Plan and this AgreementAward, Holder no Common Stock will be reserved or earmarked for the Participant or the Participant’s account nor shall the Participant have all any of the powers, preferences, and rights of a holder stockholder with respect to such Common Stock. Except as set forth in this paragraph 5, the Participant will not be entitled to any privileges of ownership of the shares of Common Stock with respect subject to the Restricted Stock. Holder shall be entitled to exercise all Award (including, without limitation, any voting rights with respect rights) underlying Vested Units and/or Unvested Units unless and until such shares of Common Stock are actually delivered to the Restricted Stock Participant hereunder. 5.2 From and after the Grant Date and unless and until the Award is forfeited or otherwise transferred back to receive all regular cash dividends paid the Company, the Participant will be credited with respect thereto. Any stock dividends paid in respect of shares of unvested Restricted Stock shall be treated as additional Restricted Stock Units having a value equal to dividends declared by the Company (other than stock dividends), if any, with record dates that occur prior to the Settlement Date of the Award as if the shares of Common Stock underlying the Award had been issued and outstanding, based on the fair market value of a share of Common Stock (which shall be, if the Common Stock is then listed on the New York Stock Exchange, the mean of the highest and lowest reported sale prices for such shares on the New York Stock Exchange, or if the Common Stock is not then listed on the New York Stock Exchange, as otherwise determined in accordance with the procedures to be established by the Committee (the “Fair Market Value”)) on the applicable dividend payment date. Any such additional Restricted Stock Units shall be considered part of the Award and shall also be credited with additional Restricted Stock Units as dividends (other than stock dividends), if any, are declared, and shall be subject to the same restrictions and other terms and conditions that apply as the Restricted Stock Units subject to the shares of unvested Restricted Stock Award with respect to which such stock dividends are paid. Holder agrees and understands that nothing contained they were credited (including, but not limited to, the forfeiture provisions set forth in paragraph 7 of this Agreement provides, or is intended to provide, any protection against potential future dilution of Holder's stockholder interest in the Company for any reason, except as may otherwise be provided in the PlanAgreement). (b) 5.3 In the event that the outstanding securities of any class then comprising the Restricted Stock shares subject to the Award are increased, decreased or exchanged for or converted into cash, property and/or a different number or kind of securities, or cash, property and/or securities are distributed in respect of such outstanding securities, in either case as a result of a reorganization, merger, consolidation, recapitalization, restructuring, reclassification, spin-off, spin-out, dividend (other than a regular cash dividend) or other distribution, stock split, reverse stock split or the like, then, unless the Board (or the Committee acting in the Board’s place) shall determine otherwise, the term “Restricted Common Stock” shall, from and after the date of such event, include such cash, property and/or securities so distributed in respect of the Restricted Stockshares of subject to the Award, or into or for which the shares of Restricted Stock subject to the Award are so increased, decreased, exchanged or converted.

VOTING; DIVIDENDS; CERTAIN CORPORATE TRANSACTIONS. (a) Subject to the provisions of the Plan and this Agreement, Holder shall have all of the powers, preferences, and rights of a The holder of Common Stock with respect to the record of any Restricted Stock. Holder Share shall be entitled to exercise all voting rights with respect to the Restricted Stock such share and to receive all regular regular, quarterly cash dividends paid with respect thereto. Any stock dividends paid in respect of shares of unvested Restricted Stock shall be treated as additional Restricted Stock and shall be subject to the same restrictions and other terms and conditions that apply to the shares of unvested Restricted Stock with respect to which such stock dividends are paid. Holder agrees and understands that nothing contained in this Agreement provides, or is intended to provide, any protection against potential future dilution of Holder's stockholder interest in the Company for any reason, except as may otherwise be provided in the Plan. (b) In the event that the outstanding securities of any class then comprising the Restricted Stock Shares are increased, decreased or exchanged for or converted into cash, property and/or a different number or kind of securities, or cash, property and/or securities are distributed in respect of such outstanding securities, in either case as a result of a reorganization, merger, consolidation, recapitalization, restructuring, reclassification, spin-off, spin-out, dividend (other than a regular regular, quarterly cash dividend) or other distribution, stock split, reverse stock split or the like, then, unless the Board (or the Committee acting in the Board’s place) shall determine otherwise, the term “"Restricted Stock” Shares," as used in this Agreement, shall, from and after the date of such event, include such cash, property and/or securities so distributed in respect of the Restricted StockShares, or into or for which the shares of Restricted Stock Shares are so increased, decreased, exchanged or converted. Transferability. No Restricted Share nor any interest therein may be sold, assigned, conveyed, gifted, pledged, hypothecated or otherwise transferred in any manner until such Restricted Share has vested; provided, however, that if such Restricted Share shall vest upon the date of the Employee's death, then: such Restricted Share may be transferred, immediately prior to such vesting, pursuant to a beneficiary designation in the form prescribed by the Company, duly executed by the Employee (a "Beneficiary Designation"); and if, at the time of such death, there is no such duly executed Beneficiary Designation covering such Restricted Share, the Restricted Share shall instead vest and be transferred by will or the laws of descent and distribution.