Common use of Grants of Restricted Stock Clause in Contracts

Grants of Restricted Stock. (a) The Company may grant Restricted Stock or Rights to receive Restricted Stock to Eligible Directors and Eligible Employees as provided in this Article IV. Shares of Restricted Stock, or Rights thereto, will be deemed granted only upon (i) authorization by the Committee and (ii) the execution and delivery of a Restricted Stock Agreement by the Eligible Director or Eligible Employee to whom such Restricted Stock is to be issued (the "Holder") and a duly authorized officer of the Company. Restricted Stock will not be deemed to have been granted merely upon authorization by the Committee. The aggregate number of shares of Restricted Stock potentially acquirable under all Rights to acquire Restricted Stock shall not exceed the total number of shares of Stock in the Plan Pool, less all shares of Stock potentially acquirable under, or underlying, all other Rights outstanding under this Plan. (b) Each grant of Restricted Stock, or Rights thereto, pursuant to this Article IV will be evidenced by a Restricted Stock Agreement between the Company and the Holder in form and substance satisfactory to the Committee in its sole discretion, consistent with this Article IV. Each Restricted Stock Agreement will specify the purchase price per share (the "Purchase Price"), if any, with respect to the Restricted Stock to be issued to the Holder thereunder. The purchase price will be fixed by the Committee in its discretion. The Purchase Price will be payable to the Company in United States dollars in cash or by check or such other legal consideration as may be approved by the Committee, in its discretion. (c) Without limiting the foregoing, each Restricted Stock Agreement shall include the following terms and conditions: (i) Nothing contained in this Article IV, any Restricted Stock Agreement or in any other agreement executed in connection with the issuance of Restricted Stock under this Article IV will confer upon any Holder any right with respect to the continuation of his or her status as an employee or director of the Company or any of its Subsidiaries. (ii) Except as otherwise provided herein, each Restricted Stock Agreement may specify the period or periods of time within which each Right to receive Restricted Stock or portion thereof will first become exercisable (the "Vesting Period") with respect to the total number of shares of Restricted Stock acquirable thereunder. Such Vesting Periods will be fixed by the Committee in its discretion, and may be accelerated or shortened by the Committee in its discretion; provided that the Committee may, at the time of grant of a Restricted Stock, designate that, notwithstanding any otherwise applicable Vesting Period, such Restricted Stock shall vest immediately prior and subject to the consummation of a Change In Control Transaction.

Grants of Restricted Stock. (a) The Company may grant Restricted Stock or Rights may be issued to receive Restricted Stock to Eligible Directors and Eligible Employees as provided in this Article IV. Shares of Restricted Stock, or Rights thereto, Stock will be deemed granted issued only upon (i) authorization by the Committee and (ii) the execution and delivery of a Restricted Stock Grant Agreement by the Eligible Director or Eligible Employee to whom such Restricted Stock is to be issued (the "Holder") and a duly authorized officer of the Company. Restricted Stock will not be deemed to have been granted issued merely upon authorization by the Committee. The aggregate number of shares of Restricted Stock potentially acquirable under all Rights to acquire Restricted Stock shall not exceed the total number of shares of Stock in the Plan Pool, less all shares of Stock potentially acquirable under, or underlying, all other Rights outstanding under this Plan. (b) Each grant issuance of Restricted Stock, or Rights thereto, Stock pursuant to this Article IV will be evidenced by a Restricted Stock Grant Agreement between the Company and the Holder in form and substance satisfactory to the Committee in its sole discretion, consistent with this Article IV. Each Restricted Stock Grant Agreement will specify the purchase price per share (the "Purchase Price")share, if any, with respect to paid by the Holder for the Restricted Stock Stock, such amount to be issued to the Holder thereunder. The purchase price will be fixed by the Committee in its discretion. The Purchase Price will be payable to the Company in United States dollars in cash or by check or such other legal consideration as may be approved by the Committee, in its discretion. (c) Without limiting the foregoing, each Restricted Stock Grant Agreement shall include set forth the following terms and conditions: conditions of any forfeiture provisions regarding the Restricted Stock, (iincluding any provisions for accelerated vesting in the event of a change in Control Transaction) Nothing contained in this Article IV, any Restricted Stock Agreement or in any other agreement executed in connection with the issuance of Restricted Stock under this Article IV will confer upon any Holder any right with respect to the continuation of his or her status as an employee or director of the Company or any of its Subsidiaries. (ii) Except as otherwise provided herein, each Restricted Stock Agreement may specify the period or periods of time within which each Right to receive Restricted Stock or portion thereof will first become exercisable (the "Vesting Period") with respect to the total number of shares of Restricted Stock acquirable thereunder. Such Vesting Periods will be fixed determined by the Committee in its discretion. (d) At the discretion of the Committee, and the Holder, as a condition to the issuance of shares, may be accelerated or shortened required (i) to execute and deliver to the Company a confidential information agreement approved by the Committee, and/or (ii) to agree to pay to the Corporation in cash, or in such other form as the Committee may determine in its discretion; provided that discretion (including the Committee maywithholding of shares of Stock as to which the Option is then being exercised), at the time amount of grant the Corporation's Tax Withholding Liability required in connection with lapse of a restrictions on such Restricted Stock, designate that, notwithstanding any otherwise applicable Vesting Period, such Restricted Stock shall vest immediately prior and subject to the consummation of a Change In Control Transaction.