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forfeiture” within the meaning of Section 83 of the Code, as determined by the Compensation Committee or an Authorized Officer at the Date
of Grant and may provide for the earlier lapse of such substantial risk of forfeiture as provided in Section 6(e) below. In the case of grants that
are a form of payment for earned Performance Shares or Performance Units or other awards, such grant may provide for no minimum vesting
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eriod.
(d) Each such grant or sale will provide that during the period for which such substantial risk of forfeiture is to continue, the
transferability of the Restricted Stock will be prohibited or restricted in the manner set forth in this Plan, and to the extent prescribed by the
Compensation Committee at the Date of Grant (which restrictions may include, without limitation, rights of repurchase or first refusal in the
Corporation or provisions subjecting the Restricted Stock to a continuing substantial risk of forfeiture in the hands of any transferee).
(e) Any grant of Restricted Stock may specify Management Objectives that, if achieved, will result in termination or early
termination of the restrictions applicable to such Restricted Stock. Each grant may specify in respect of such Management Objectives a
minimum acceptable level or levels of achievement and may set forth a formula for determining the number of shares of Restricted Stock on
which restrictions will terminate if performance is at or above the minimum level(s), but falls short of full achievement of the specified
Management Objectives. The grant or sale of Restricted Stock will specify that, before the termination or early termination of the restrictions
applicable to such Restricted Stock, the Compensation Committee must certify that the Management Objectives have been satisfied.
(f) Any grant of Restricted Stock may provide for the earlier lapse or other modification in the event of termination without
Cause, resignation for Good Reason, Normal Retirement, termination due to death or Disability of the Participant, Change in Control, or the
grant of a Substitute Award.
(g) Any such grant or sale of Restricted Stock may require that any or all dividends or other distributions paid thereon during
the period of such restrictions be automatically deferred and/or reinvested in additional shares of Restricted Stock (which may be subject to
the same restrictions as the underlying Award) or be paid in cash on a deferred or contingent basis.
(h) Each grant or sale of Restricted Stock will be evidenced by an Evidence of Award and will contain such terms and
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rovisions, consistent with this Plan, as the Compensation Committee or an Authorized Officer may approve. Unless otherwise directed by
the Compensation Committee, (i) all certificates representing shares of Restricted Stock will be held in custody by the Corporation until all
restrictions thereon have lapsed, together with a stock power or powers executed by the Participant in whose name such certificates are
registered, endorsed in blank and covering such shares of Common Stock, or (ii) all uncertificated shares of Restricted Stock will be held at
the Corporation’s transfer agent in book entry form with appropriate restrictions relating to the transfer of such shares of Restricted Stock.
7. Restricted Stock Units. The Compensation Committee or, in accordance with Section 11(d), an Authorized Officer may grant or
sell Restricted Stock Units to Participants.
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