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level, but falls short of full achievement of the specified Management Objectives.
(g) Any grant or sale may require that any or all dividends or other distributions paid on the Restricted Shares during the period of
such restrictions be automatically sequestered and reinvested on an immediate or deferred basis in additional Common Shares, which may be
subject to the same restrictions as the underlying award or such other restrictions as the Committee may determine.
(h) Each grant or sale shall be evidenced by an Evidence of Award, which Evidence of Award shall contain such terms and
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rovisions as the Committee may determine consistent with this Plan. Unless otherwise directed by the Committee, all certificates
representing Restricted Shares, together with a stock power that shall be endorsed in blank by the Participant with respect to the Restricted
Shares, shall be held in custody by the Corporation until all restrictions thereon lapse.
7. DEFERRED SHARES. The Committee may authorize grants or sales of Deferred Shares to Participants upon such terms and conditions
as the Committee may determine in accordance with the following provisions:
(a) Each grant or sale shall constitute the agreement by the Corporation to issue or transfer Common Shares, cash or any
combination of the foregoing to the Participant in the future in consideration of the performance of services, subject to the fulfillment during
the Deferral Period of such conditions as the Committee may specify, which may include the achievement of Management Objectives.
(b) Each grant or sale may be made without additional consideration from the Participant or in consideration of a payment by the
Participant that is less than the Market Value Per Share on the Date of Grant.
(c) Each grant or sale (i) shall provide that the Deferred Shares covered thereby shall be subject to a Deferral Period, which shall be
determined by the Committee on the Date of Grant, and (ii) unless otherwise expressly determined in a resolution duly adopted by the
Committee on the Date of Grant or such later date on which the Committee may ratify such grant or sale, shall provide for the earlier
termination of the Deferral Period, and/or the immediate vesting of the Participant’s rights to all of the Deferred Shares subject to the grant or
sale, in the event of a Change of Control, in accordance with Section 15 of this Plan.
(d) During the Deferral Period, the Participant shall not have any rights of ownership in the Deferred Shares, shall not have any right
to vote the Deferred Shares and, except as provided in Section 10(c), shall not have any right to transfer any rights under the subject award,
but the Committee may on or after the Date of Grant authorize the payment of dividend equivalents on the Deferred Shares in cash or
additional Common Shares on a current, deferred or contingent basis.
(e) Each grant or sale shall be evidenced by an Evidence of Award, which Evidence of Award shall contain such terms and
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rovisions as the Committee may determine consistent with this Plan.
(f) Notwithstanding any other provision of the Plan or any Evidence of Award to the contrary, Deferred Shares shall be settled no
later than two and one-half months after the end of
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