Common use of Restrictions and Conditions Clause in Contracts

Restrictions and Conditions. Shares of Restricted Stock shall be subject to the following restrictions and conditions: (i) Subject to the other provisions of this Plan and the terms of the particular Award Agreements, during such period as may be determined by the Committee commencing on the Date of Grant or the date of exercise of an Award (the “Restriction Period”), the Participant shall not be permitted to sell, transfer, pledge or assign shares of Restricted Stock. Except for these limitations, the Committee may in its sole discretion, remove any or all of the restrictions on such Restricted Stock whenever it may determine that, by reason of changes in Applicable Laws or other changes in circumstances arising after the date of the Award, such action is appropriate. (ii) Except as provided in sub-paragraph (a) above or in the applicable Award Agreement, the Participant shall have, with respect to the Participant’s Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the shares, and the right to receive any dividends thereon. Shares of Common Stock free of restriction under this Plan shall be electronically registered in the Participant’s name (or, if certificates are issued shall be delivered to the Participant) promptly after, and only after, the Restriction Period shall expire without forfeiture in respect of such shares of Common Stock or after any other restrictions imposed on such shares of Common Stock by the applicable Award Agreement or other agreement have expired. Common Stock forfeited under the provisions of the Plan and the applicable Award Agreement shall be promptly returned to the Company by the forfeiting Participant (including, if applicable, any certificates for such shares). Each Award Agreement shall require that: each Participant, in connection with the issuance of a certificate for Restricted Stock, shall endorse such certificate in blank or execute a stock power in form satisfactory to the Company in blank and deliver such certificate and executed stock power to the Company. (iii) The Restriction Period, subject to Article 12 of the Plan, unless otherwise established by the Committee in the Award Agreement setting forth the terms of the Restricted Stock, shall expire upon satisfaction of the conditions set forth in the Award Agreement; such conditions may provide for vesting based on length of continuous service or such Performance Goals, as may be determined by the Committee in its sole discretion. (iv) Except as otherwise provided in the particular Award Agreement, upon Termination of Service for any reason during the Restriction Period, the nonvested shares of Restricted Stock shall be forfeited by the Participant. In the event a Participant has paid any consideration to the Company for such forfeited Restricted Stock, the Committee shall specify in the Award Agreement that either (1) the Company shall be obligated to, or (2) the Company may, in its sole discretion, elect to, pay to the Participant, as soon as practicable after the event causing forfeiture, in cash, an amount equal to the lesser of the total consideration paid by the Participant for such forfeited shares or the Fair Market Value of such forfeited shares as of the date of Termination of Service, as the Committee, in its sole discretion shall select. Upon any forfeiture, all rights of a Participant with respect to the forfeited shares of the Restricted Stock shall cease and terminate, without any further obligation on the part of the Company.

Restrictions and Conditions. The Restricted Shares of Restricted Stock awarded to the Grantee shall be subject to the following restrictions and conditions: (i) Subject to the other provisions of this the Plan and the terms of the particular Award Agreementsthis Agreement, during such the period as may be determined by the Committee commencing on the Date of Grant or the date of exercise of an Award restriction with respect to Shares granted hereunder (the “Restriction Period”), the Participant Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge pledge, anticipate, alienate, encumber or assign shares the Shares (or have such Shares attached or garnished; provided, however, that the Grantee may transfer the Shares to a trust established for the sole benefit of Restricted Stockthe Grantee’s immediate family so long as, prior to such transfer, such trust delivers a written instrument to the Company pursuant to which such trust agrees to be bound by the Restriction Period to the same extent as the Grantee. Except for these limitationsSubject to clauses (iii) and (iv) below, the Committee may in its sole discretion, remove any or all Restriction Period shall begin on the date hereof and lapse on the last day of each calendar quarter of each calendar year as to one-twelfth of the restrictions on such Restricted Stock whenever it may determine that, by reason of changes in Applicable Laws or other changes in circumstances arising after Shares for the date three-year vesting period of the Awardgrant. Notwithstanding the foregoing, unless otherwise expressly provided by the Committee, the Restriction Period with respect to such action is appropriateShares shall only lapse as to whole Shares. (ii) Except as provided in sub-paragraph (a) above or in During the applicable Award AgreementRestriction Period, the Participant Grantee shall have, with in respect to of the Participant’s Restricted StockShares, all of the rights of a stockholder holder of common shares of beneficial interest of the Company, including the right to vote the shares, Shares and the right to receive any dividends thereon. Shares of Common Stock free of restriction under this Plan shall be electronically registered in the Participant’s name (or, if certificates as and when such dividends are issued shall be delivered to the Participant) promptly after, declared and only after, the Restriction Period shall expire without forfeiture in respect of such shares of Common Stock or after any other restrictions imposed on such shares of Common Stock paid by the applicable Award Agreement or other agreement have expired. Common Stock forfeited under the provisions of the Plan and the applicable Award Agreement shall be promptly returned to the Company by the forfeiting Participant (including, if applicable, any certificates for such shares). Each Award Agreement shall require that: each Participant, in connection with the issuance of a certificate for Restricted Stock, shall endorse such certificate in blank or execute a stock power in form satisfactory to the Company in blank and deliver such certificate and executed stock power to the Company. (iii) The Restriction Period, subject Subject to Article 12 of the Plan, unless otherwise established by the Committee in the Award Agreement setting forth the terms of the Restricted Stock, shall expire upon satisfaction of the conditions set forth in the Award Agreement; such conditions may provide for vesting based on length of continuous service or such Performance Goals, as may be determined by the Committee in its sole discretion. clause (iv) Except as otherwise provided in below, if the particular Award Agreement, upon Grantee has a Termination of Service by the Company, its Subsidiaries or its Affiliates for Cause, or by the Grantee for any reason during the Restriction Period, the nonvested shares of Restricted Stock then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Participant. Grantee. (iv) In the event the Grantee has a Participant Termination of Service on account of death or Disability or Retirement, or the Grantee has paid a Termination of Service by the Company, its Subsidiaries or its Affiliates for any consideration reason other than Cause, or in the event of a Change in Control (regardless of whether a termination follows thereafter), during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Shares granted to the Company for such Grantee and not forfeited Restricted Stock, the Committee shall specify in the Award Agreement that either (1) the Company shall be obligated to, or (2) the Company may, in its sole discretion, elect to, pay to the Participant, as soon as practicable after the event causing forfeiture, in cash, an amount equal to the lesser of the total consideration paid by the Participant for such forfeited shares or the Fair Market Value of such forfeited shares as of the date of Termination of Service, as the Committee, in its sole discretion shall select. Upon any forfeiture, all rights of a Participant with respect to the forfeited shares of the Restricted Stock shall cease and terminate, without any further obligation on the part of the Companypreviously.

Restrictions and Conditions. The Restricted Shares of Restricted Stock awarded to the Grantee hereby shall be subject to the following restrictions and conditions: (i) Subject During the period of restriction with respect to the other provisions of this Plan and the terms of the particular Award Agreements, during such period as may be determined by the Committee commencing on the Date of Grant or the date of exercise of an Award Restricted Shares granted hereunder (the “Restriction Period”), the Participant Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge pledge, anticipate, alienate, encumber or assign shares the Restricted Shares (or have such Restricted Shares attached or garnished); provided, however, that the Grantee may transfer the Restricted Shares to a trust established for the sole benefit of Restricted Stockthe Grantee’s immediate family so long as, prior to such transfer, such trust delivers a written instrument to the Company pursuant to which such trust agrees to be bound by the Restriction Period to the same extent as the Grantee. Except for these limitationsSubject to clause (iii) below, the Committee may in its sole discretion, remove Restriction Period shall be deemed to have commenced on the Effective Date and shall lapse on so long as Grantee is then employed by the Company or any or all of the restrictions on Company’s subsidiaries. Notwithstanding the foregoing, unless otherwise expressly provided by the Committee, the Restriction Period with respect to such Restricted Stock whenever it may determine that, by reason of changes in Applicable Laws or other changes in circumstances arising after the date of the Award, such action is appropriateShares shall only lapse as to whole Shares. (ii) Except as provided Once issued in sub-paragraph (a) above or in accordance with Section 3 below, during the applicable Award AgreementRestriction Period, the Participant Grantee shall have, with in respect to of the Participant’s Restricted StockShares, all of the rights of a stockholder holder of common shares of beneficial interest of the Company, including the right to vote the shares, Restricted Shares and the right to receive any dividends thereon. as and when such dividends are declared and paid by the Company (or as soon as practicable thereafter); provided, however, that cash dividends on such Restricted Shares of Common Stock free of restriction under this Plan shall be electronically registered held by the Company (unsegregated as a part of its general assets) until the period of forfeiture lapses (and forfeited if the underlying Restricted Shares are forfeited), and paid over to the Grantee (without interest) as soon as practicable after such period lapses (if not forfeited). (iii) Except as otherwise provided in any applicable employment agreement between the Grantee and the Company or any of its affiliates, notwithstanding anything to the contrary herein or in the Participant’s name (or, if certificates are issued shall be delivered to the Participant) promptly after, and only after, the Restriction Period shall expire without forfeiture in respect of such shares of Common Stock or after any other restrictions imposed on such shares of Common Stock by the applicable Award Agreement or other agreement have expired. Common Stock forfeited under the provisions of the Plan and the applicable Award Agreement shall be promptly returned to the Company by the forfeiting Participant (including, if applicablebut not limited to, any certificates Section 6.3(iv) of the Plan) and subject to compliance with the Code, applicable securities and other laws and applicable national securities exchange requirements, upon a Change in Control (as defined in the Plan), the restrictions on the Restricted Shares shall not immediately lapse and the Committee may amend, alter, adjust or otherwise modify this award, including but not limited to accelerating the lapsing of the Restriction Period, or may provide for such sharesthe issuance of a replacement award under the Plan or otherwise (“Replacement Award”). Each Award Agreement shall require ; provided, however, that: each Participant, other than in connection with the issuance of a certificate for Restricted StockReplacement Award, the Committee shall endorse such certificate not terminate this award without the Grantee’s consent. In addition, except as otherwise provided in blank or execute a stock power in form satisfactory to any applicable employment agreement between the Grantee and the Company in blank and deliver such certificate and executed stock power to or any of its affiliates, if the Company. (iii) The Restriction PeriodGrantee’s service with the Company is terminated by the Company or the Grantee for any reason, then all Restricted Shares still subject to Article 12 of the Planrestriction shall thereupon, unless otherwise established and with no further action, be forfeited by the Committee in the Award Agreement setting forth the terms of the Restricted Stock, shall expire upon satisfaction of the conditions set forth in the Award Agreement; such conditions may provide for vesting based on length of continuous service or such Performance Goals, as may be determined by the Committee in its sole discretionGrantee. (iv) Except as otherwise provided Grantee shall not make an election under Section 83(b) of the Code with respect to this award; in the particular Award Agreement, upon Termination of Service for any reason during the Restriction Periodevent that Grantee does make such election, the nonvested shares of Restricted Stock Shares shall be forfeited by the Participant. In the event a Participant has paid any consideration to the Company for such forfeited Restricted Stock, the Committee shall specify in the Award Agreement that either (1) the Company immediately and this award shall be obligated to, or (2) the Company may, in its sole discretion, elect to, pay to the Participant, as soon as practicable after the event causing forfeiture, in cash, an amount equal to the lesser of the total consideration paid by the Participant for such forfeited shares or the Fair Market Value of such forfeited shares as of the date of Termination of Service, as the Committee, in its sole discretion shall select. Upon any forfeiture, all rights of a Participant with respect to the forfeited shares of the Restricted Stock shall cease deemed null and terminate, without any further obligation on the part of the Companyvoid ab initio.

Restrictions and Conditions. Shares of The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions: (i) Subject to clauses (iii) and (iv) below, the other provisions period of this Plan and the terms of the particular Award Agreements, during such period as may be determined by the Committee commencing on the Date of Grant or the date of exercise of an Award restriction with respect to Shares granted hereunder (the “Restriction Period”)) shall begin on the date hereof and lapse on the following schedule: For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Participant Restriction Period with respect to such Shares shall only lapse as to whole Shares. Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge pledge, anticipate, alienate, encumber or assign shares Shares of Restricted Stock. Except for these limitations, Stock awarded under the Committee may in its sole discretion, remove any Plan (or all of the restrictions on have such Restricted Stock whenever it may determine that, by reason of changes in Applicable Laws Shares attached or other changes in circumstances arising after the date of the Award, such action is appropriategarnished). (ii) Except as provided in sub-paragraph the foregoing clause (ai), below in this clause (ii) above or in the applicable Award AgreementPlan, the Participant Grantee shall have, with in respect to of the Participant’s Shares of Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the sharesShares; provided, however, that cash dividends on such Shares shall, unless otherwise provided by the Committee in this Agreement, be held by the Company (unsegregated as a part of its general assets) until the Restriction Period lapses (and forfeited if the underlying Shares are forfeited), and paid over to the right Grantee as soon as practicable after the Restriction Period lapses (if not forfeited). Certificates for Shares (not subject to receive any dividends thereon. Shares of Common Stock free of restriction under this Plan shall be electronically registered in the Participant’s name (or, if certificates are issued restrictions) shall be delivered to the Participant) Grantee promptly after, and only after, such Shares have vested (i.e., the Restriction Period shall expire lapse with respect thereto) without forfeiture in respect of such shares of Common Stock or after any other restrictions imposed on such shares of Common Stock by the applicable Award Agreement or other agreement have expired. Common Stock forfeited under the provisions of the Plan and the applicable Award Agreement shall be promptly returned to the Company by the forfeiting Participant (including, if applicable, any certificates for such shares). Each Award Agreement shall require that: each Participant, in connection with the issuance of a certificate for Restricted Stock, shall endorse such certificate in blank or execute a stock power in form satisfactory to the Company in blank and deliver such certificate and executed stock power to the CompanyShares. (iii) The Subject to clause (iv) below, upon the Grantee’s Termination of Service for Cause or by the Grantee’s termination for any reason other than his or her death, Retirement or Disability, during the Restriction Period, then all Shares still subject to Article 12 of the Planrestriction shall thereupon, unless otherwise established and with no further action, be forfeited by the Committee in the Award Agreement setting forth the terms of the Restricted Stock, shall expire upon satisfaction of the conditions set forth in the Award Agreement; such conditions may provide for vesting based on length of continuous service or such Performance Goals, as may be determined by the Committee in its sole discretionGrantee. (iv) Except as otherwise provided in In the particular Award Agreement, upon event the Grantee’s has a Termination of Service on account of death, Disability or Retirement or on account of Termination of Service by the Company for any reason other than for Cause, during the Restriction Period, then restrictions under the nonvested shares of Restricted Stock shall be forfeited by the Participant. In the event a Participant has paid any consideration to the Company for such forfeited Plan will immediately lapse on all Restricted Stock, the Committee shall specify in the Award Agreement that either (1) the Company shall be obligated to, or (2) the Company may, in its sole discretion, elect to, pay to the Participant, as soon as practicable after the event causing forfeiture, in cash, an amount equal to the lesser of the total consideration paid by the Participant for such forfeited shares or the Fair Market Value of such forfeited shares as of the date of Termination of Service, as the Committee, in its sole discretion shall select. Upon any forfeiture, all rights of a Participant with respect to the forfeited shares of the Restricted Stock shall cease and terminate, without any further obligation on the part of the Company.

Restrictions and Conditions. Subject to the Participant’s continuous employment with the Company, the Restriction Period applicable to the Restricted Shares shall lapse, and the Restricted Shares shall become vested, on the third anniversary of the Date of Grant. Except as provided in Section 3, the Restricted Shares will be forfeited if the Participant does not remain continuously in the employment of the Company through the specified lapsing date set forth above. So long as the shares of Common Stock are subject to restrictions imposed under the Plan and the Agreement: (a) the shares shall be held by a custodian in book entry form with restrictions on such shares duly noted or, alternatively, a certificate or certificates representing the Award shall be registered in the Participant’s name; (b) all such certificates shall be deposited with the Company, together with stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate, which would permit transfer to the Company of all or a portion of the shares of Common Stock subject to the following restrictions and conditions:Award in the event the Award is forfeited in whole or in part; (ic) Subject the record address of the holder of record of such shares shall be care of the Secretary of the Company at the Company’s principal executive office; (d) such shares shall bear a restrictive legend, as follows: “The transferability of this certificate and the shares of stock represented hereby are subject to the other provisions terms and conditions (including forfeiture) of this the Dine Brands Global, Inc. 2019 Stock Incentive Plan and a Restricted Stock Award Agreement entered into between the terms registered owner and Dine Brands Global, Inc. Copies of such Plan and Agreement are on file in the offices of Dine Brands Global, Inc.”; (e) such shares shall bear any additional legend which may be required pursuant to Section 5.6 of the particular Award Agreements, during such period as may be determined by the Committee commencing on the Date of Grant or the date of exercise of an Award Plan; and (the “Restriction Period”), f) the Participant shall not be permitted to sell, transfer, pledge or assign shares the shares, except as described in Section 4 below. As of Restricted Stock. Except for these limitations, the Committee may in its sole discretion, remove any or all of the restrictions on such Restricted Stock whenever it may determine that, by reason of changes in Applicable Laws or other changes in circumstances arising after the each lapsing date of the Award, such action is appropriate. (ii) Except as provided in sub-paragraph (a) set forth above or in Section 3, subject to the applicable Award AgreementCompany’s right to require payment of any taxes as described in Section 8 below, the Participant restrictions shall have, with respect to be removed from the Participant’s Restricted Stock, all requisite number of the rights of a stockholder of the Company, including the right to vote the shares, and the right to receive any dividends thereon. Shares shares of Common Stock free that are held in book entry form, and all certificates evidencing ownership of restriction under this Plan shall be electronically registered in the Participant’s name (or, if certificates are issued requisite number of shares of Common Stock shall be delivered to the Participant) promptly after, and only after, the Restriction Period shall expire without forfeiture in respect of such shares of Common Stock or after any other restrictions imposed on such shares of Common Stock by the applicable Award Agreement or other agreement have expired. Common Stock forfeited under the provisions of the Plan and the applicable Award Agreement shall be promptly returned to the Company by the forfeiting Participant (including, if applicable, any certificates for such shares). Each Award Agreement shall require that: each Participant, in connection with the issuance of a certificate for Restricted Stock, shall endorse such certificate in blank or execute a stock power in form satisfactory to the Company in blank and deliver such certificate and executed stock power to the Company. (iii) The Restriction Period, subject to Article 12 of the Plan, unless otherwise established by the Committee in the Award Agreement setting forth the terms of the Restricted Stock, shall expire upon satisfaction of the conditions set forth in the Award Agreement; such conditions may provide for vesting based on length of continuous service or such Performance Goals, as may be determined by the Committee in its sole discretion. (iv) Except as otherwise provided in the particular Award Agreement, upon Termination of Service for any reason during the Restriction Period, the nonvested shares of Restricted Stock shall be forfeited by the Participant. In the event a Participant has paid any consideration to the Company for such forfeited Restricted Stock, the Committee shall specify in the Award Agreement that either (1) the Company shall be obligated to, or (2) the Company may, in its sole discretion, elect to, pay to the Participant, as soon as practicable after the event causing forfeiture, in cash, an amount equal to the lesser of the total consideration paid by the Participant for such forfeited shares or the Fair Market Value of such forfeited shares as of the date of Termination of Service, as the Committee, in its sole discretion shall select. Upon any forfeiture, all rights of a Participant with respect to the forfeited shares of the Restricted Stock shall cease and terminate, without any further obligation on the part of the Company.

Restrictions and Conditions. Subject to the Participant's continuous employment with the Company, the Restriction Period applicable to the Restricted Shares shall lapse, and the Restricted Shares shall become vested, on the third anniversary of the Date of Grant. Except as provided in Section 3, the Restricted Shares will be forfeited if the Participant does not remain continuously in the employment of the Company through the specified lapsing date set forth above. So long as the shares of Common Stock are subject to restrictions imposed under the Plan and the Agreement: (a) the shares shall be held by a custodian in book entry form with restrictions on such shares duly noted or, alternatively, a certificate or certificates representing the Award shall be registered in the Participant's name; (b) all such certificates shall be deposited with the Company, together with stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate, which would permit transfer to the Company of all or a portion of the shares of Common Stock subject to the following restrictions and conditions:Award in the event the Award is forfeited in whole or in part; (ic) Subject the record address of the holder of record of such shares shall be care of the Secretary of the Company at the Company's principal executive office; (d) such shares shall bear a restrictive legend, as follows: “The transferability of this certificate and the shares of stock represented hereby are subject to the other provisions terms and conditions (including forfeiture) of this the DineEquity, Inc. 2011 Stock Incentive Plan, as amended, and a Restricted Stock Award Agreement entered into between the registered owner and DineEquity, Inc. Copies of such Plan and Agreement are on file in the terms offices of DineEquity, Inc.”; (e) such shares shall bear any additional legend which may be required pursuant to Section 5.6 of the particular Award Agreements, during such period as may be determined by the Committee commencing on the Date of Grant or the date of exercise of an Award Plan; and (the “Restriction Period”), f) the Participant shall not be permitted to sell, transfer, pledge or assign shares the shares, except as described in Section 4 below. As of Restricted Stock. Except for these limitations, the Committee may in its sole discretion, remove any or all of the restrictions on such Restricted Stock whenever it may determine that, by reason of changes in Applicable Laws or other changes in circumstances arising after the each lapsing date of the Award, such action is appropriate. (ii) Except as provided in sub-paragraph (a) set forth above or in Section 3, subject to the applicable Award AgreementCompany's right to require payment of any taxes as described in Section 8 below, the Participant restrictions shall have, with respect to be removed from the Participant’s Restricted Stock, all requisite number of the rights of a stockholder of the Company, including the right to vote the shares, and the right to receive any dividends thereon. Shares shares of Common Stock free that are held in book entry form, and all certificates evidencing ownership of restriction under this Plan shall be electronically registered in the Participant’s name (or, if certificates are issued requisite number of shares of Common Stock shall be delivered to the Participant) promptly after, and only after, the Restriction Period shall expire without forfeiture in respect of such shares of Common Stock or after any other restrictions imposed on such shares of Common Stock by the applicable Award Agreement or other agreement have expired. Common Stock forfeited under the provisions of the Plan and the applicable Award Agreement shall be promptly returned to the Company by the forfeiting Participant (including, if applicable, any certificates for such shares). Each Award Agreement shall require that: each Participant, in connection with the issuance of a certificate for Restricted Stock, shall endorse such certificate in blank or execute a stock power in form satisfactory to the Company in blank and deliver such certificate and executed stock power to the Company. (iii) The Restriction Period, subject to Article 12 of the Plan, unless otherwise established by the Committee in the Award Agreement setting forth the terms of the Restricted Stock, shall expire upon satisfaction of the conditions set forth in the Award Agreement; such conditions may provide for vesting based on length of continuous service or such Performance Goals, as may be determined by the Committee in its sole discretion. (iv) Except as otherwise provided in the particular Award Agreement, upon Termination of Service for any reason during the Restriction Period, the nonvested shares of Restricted Stock shall be forfeited by the Participant. In the event a Participant has paid any consideration to the Company for such forfeited Restricted Stock, the Committee shall specify in the Award Agreement that either (1) the Company shall be obligated to, or (2) the Company may, in its sole discretion, elect to, pay to the Participant, as soon as practicable after the event causing forfeiture, in cash, an amount equal to the lesser of the total consideration paid by the Participant for such forfeited shares or the Fair Market Value of such forfeited shares as of the date of Termination of Service, as the Committee, in its sole discretion shall select. Upon any forfeiture, all rights of a Participant with respect to the forfeited shares of the Restricted Stock shall cease and terminate, without any further obligation on the part of the Company.

Restrictions and Conditions. Shares of The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions: (i) Subject to clauses (iii), (iv), (v) and (vi) below, the other provisions period of this Plan and the terms of the particular Award Agreements, during such period as may be determined by the Committee commencing on the Date of Grant or the date of exercise of an Award restriction with respect to Shares granted hereunder (the “Restriction Period”)) shall begin on the date hereof and lapse, if and as employment continues, in equal installments on the first three anniversaries of the date hereof. For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Participant Restriction Period with respect to such Shares shall only lapse as to whole Shares. Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge pledge, hypothecate, alienate, encumber or assign shares the Shares of Restricted Stock. Except for these limitations, Stock awarded under the Committee may in its sole discretion, remove any Plan (or all of the restrictions on have such Restricted Stock whenever it may determine that, by reason of changes in Applicable Laws Shares attached or other changes in circumstances arising after the date of the Award, such action is appropriategarnished). (ii) Except as provided in sub-paragraph the foregoing clause (ai), below in this clause (ii) above or in the applicable Award AgreementPlan, the Participant Grantee shall have, with in respect to of the Participant’s Shares of Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the shares, Shares and the right to receive any dividends thereoncash dividends. Shares of Common Stock free of restriction under this Plan shall be electronically registered in the Participant’s name (or, if certificates are issued not subject to restrictions) shall be delivered to the Participant) Grantee or his or her designee promptly after, and only after, the Restriction Period shall expire lapse without forfeiture in respect of such shares Shares of Common Stock or after any other restrictions imposed on such shares of Common Stock by the applicable Award Agreement or other agreement have expired. Common Stock forfeited under the provisions of the Plan and the applicable Award Agreement shall be promptly returned to the Company by the forfeiting Participant (including, if applicable, any certificates for such shares). Each Award Agreement shall require that: each Participant, in connection with the issuance of a certificate for Restricted Stock, shall endorse such certificate in blank or execute a stock power in form satisfactory to the Company in blank and deliver such certificate and executed stock power to the Company. (iii) The Subject to clauses (iv), (v) and (vi) below, upon the Grantee’s Termination of Service by the Company or its Subsidiaries for Cause or by the Grantee for any reason other than Good Reason (as defined in the employment agreement by and between NRDC Acquisition Corp. and the Grantee dated October 20, 2009) during the Restriction Period, then all Shares still subject to Article 12 of the Planrestriction shall thereupon, unless otherwise established and with no further action, be forfeited by the Committee in the Award Agreement setting forth the terms of the Restricted Stock, shall expire upon satisfaction of the conditions set forth in the Award Agreement; such conditions may provide for vesting based on length of continuous service or such Performance Goals, as may be determined by the Committee in its sole discretionGrantee. (iv) Except as otherwise provided in In the particular Award Agreement, upon event the Grantee has a Termination of Service on account of death, or Disability or on account of Termination of Service by the Company for any reason other than for Cause or by the Grantee for Good Reason during the Restriction Period, the nonvested shares of Restriction Period will immediately lapse on all Restricted Stock shall be forfeited by granted to the Participant. Grantee. (v) In the event the Grantee has a Participant has paid any consideration to Termination of Service (other than a Termination of Service by the Company for such forfeited Restricted StockCause) within 12 months following a Change of Control during the Restriction Period, the Committee Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee. (vi) Termination of Service as an employee shall specify in not be treated as a termination of employment for purposes of this Paragraph 2 if the Award Agreement that either (1) Grantee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Committee (or if no Committee is appointed, the Board), and the termination of such successor service shall be obligated to, or (2) the Company may, in its sole discretion, elect to, pay to the Participant, as soon as practicable after the event causing forfeiture, in cash, an amount equal to the lesser of the total consideration paid by the Participant for such forfeited shares or the Fair Market Value of such forfeited shares as of the date of Termination of Service, treated as the Committee, in its sole discretion shall select. Upon any forfeiture, all rights of a Participant with respect to the forfeited shares of the Restricted Stock shall cease and terminate, without any further obligation on the part of the Companyapplicable termination.

Restrictions and Conditions. Subject to the Participant’s continuous employment with the Company, the Restriction Period applicable to the Restricted Shares shall lapse, and the Restricted Shares shall become vested as to one-fourth of the Restricted Stock shall be Shares subject to the following restrictions and conditions: (i) Subject to the other provisions of this Plan and the terms Award on each of the particular Award Agreements, during such period as may be determined by the Committee commencing on first and second anniversaries of the Date of Grant and one-half of the Restricted Shares subject to the Award on the third anniversary of the Date of Grant. Except as provided in Section 3, the Restricted Shares will be forfeited as to the unvested portion of the Award if the Participant does not remain continuously in the employment of the Company through the specified lapsing dates set forth above. So long as the shares of Common Stock are subject to restrictions imposed under the Plan and the Agreement: (a) the shares shall be held by a custodian in book entry form with restrictions on such shares duly noted or, alternatively, a certificate or certificates representing the date Award shall be registered in the Participant’s name; (b) all such certificates shall be deposited with the Company, together with stock powers or other instruments of exercise assignment (including a power of an Award (the “Restriction Period”attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate, which would permit transfer to the Company of all or a portion of the shares of Common Stock subject to the Award in the event the Award is forfeited in whole or in part; (c) the record address of the holder of record of such shares shall be care of the Secretary of the Company at the Company’s principal executive office; (d) such shares shall bear a restrictive legend, as follows: “The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the DineEquity, Inc. 2011 Stock Incentive Plan, as amended, and a Restricted Stock Award Agreement entered into between the registered owner and DineEquity, Inc. Copies of such Plan and Agreement are on file in the offices of DineEquity, Inc.”; (e) such shares shall bear any additional legend which may be required pursuant to Section 5.6 of the Plan; and (f) the Participant shall not be permitted to sell, transfer, pledge or assign shares the shares, except as described in Section 4 below. As of Restricted Stock. Except for these limitations, the Committee may in its sole discretion, remove any or all of the restrictions on such Restricted Stock whenever it may determine that, by reason of changes in Applicable Laws or other changes in circumstances arising after the each lapsing date of the Award, such action is appropriate. (ii) Except as provided in sub-paragraph (a) set forth above or in Section 3, subject to the applicable Award AgreementCompany’s right to require payment of any taxes as described in Section 8 below, the Participant restrictions shall have, with respect to be removed from the Participant’s Restricted Stock, all requisite number of the rights of a stockholder of the Company, including the right to vote the shares, and the right to receive any dividends thereon. Shares shares of Common Stock free that are held in book entry form, and all certificates evidencing ownership of restriction under this Plan shall be electronically registered in the Participant’s name (or, if certificates are issued requisite number of shares of Common Stock shall be delivered to the Participant) promptly after, and only after, the Restriction Period shall expire without forfeiture in respect of such shares of Common Stock or after any other restrictions imposed on such shares of Common Stock by the applicable Award Agreement or other agreement have expired. Common Stock forfeited under the provisions of the Plan and the applicable Award Agreement shall be promptly returned to the Company by the forfeiting Participant (including, if applicable, any certificates for such shares). Each Award Agreement shall require that: each Participant, in connection with the issuance of a certificate for Restricted Stock, shall endorse such certificate in blank or execute a stock power in form satisfactory to the Company in blank and deliver such certificate and executed stock power to the Company. (iii) The Restriction Period, subject to Article 12 of the Plan, unless otherwise established by the Committee in the Award Agreement setting forth the terms of the Restricted Stock, shall expire upon satisfaction of the conditions set forth in the Award Agreement; such conditions may provide for vesting based on length of continuous service or such Performance Goals, as may be determined by the Committee in its sole discretion. (iv) Except as otherwise provided in the particular Award Agreement, upon Termination of Service for any reason during the Restriction Period, the nonvested shares of Restricted Stock shall be forfeited by the Participant. In the event a Participant has paid any consideration to the Company for such forfeited Restricted Stock, the Committee shall specify in the Award Agreement that either (1) the Company shall be obligated to, or (2) the Company may, in its sole discretion, elect to, pay to the Participant, as soon as practicable after the event causing forfeiture, in cash, an amount equal to the lesser of the total consideration paid by the Participant for such forfeited shares or the Fair Market Value of such forfeited shares as of the date of Termination of Service, as the Committee, in its sole discretion shall select. Upon any forfeiture, all rights of a Participant with respect to the forfeited shares of the Restricted Stock shall cease and terminate, without any further obligation on the part of the Company.

Restrictions and Conditions. Shares of The Restricted Stock shall be subject to the following restrictions and conditions: (i) Subject The period of restriction with respect to the other provisions shares of this Plan and the terms of the particular Award Agreements, during such period as may be determined by the Committee commencing on the Date of Grant or the date of exercise of an Award Restricted Stock (the “Restriction Period”) shall begin on the date hereof and shall end on each successive anniversary (each, a “Vesting Date”), [if and as employment continues], in the Participant amount of shares on [insert date], shares on [insert date] and shares on [insert date]. Subject to the provisions of the Plan and this Agreement, during the Restriction Period, except as may otherwise be permitted by the Committee (after consideration of, among other things, any applicable securities and tax law considerations) in connection with the Grantee’s trust or estate planning, the Grantee shall not be permitted voluntarily or involuntarily to sell, assign, transfer, pledge or assign otherwise encumber or dispose of shares of Restricted Stock. Except for these limitations, Stock awarded under the Committee may in its sole discretion, remove any or all of the restrictions on such Restricted Stock whenever it may determine that, by reason of changes in Applicable Laws or other changes in circumstances arising after the date of the Award, such action is appropriatePlan. (ii) Except as provided in sub-paragraph the foregoing clause (a) above or in the applicable Award Agreementi), the Participant Grantee shall have, with in respect to of the Participant’s Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the underlying shares, and the right . The Grantee shall be entitled to receive any cash dividends thereonon any shares of Restricted Stock (whether or not then subject to restrictions) which have not been forfeited. Shares Certificates for shares of Common Stock free of restriction under this Plan shall be electronically registered in the Participant’s name (or, if certificates are issued not subject to restrictions) shall be delivered to the Participant) Grantee promptly after, and only after, the Restriction Period shall expire lapse without forfeiture in respect of such shares of Common Stock or after any other restrictions imposed on such shares of Common Stock by the applicable Award Agreement or other agreement have expired. Common Stock forfeited under the provisions of the Plan and the applicable Award Agreement shall be promptly returned to the Company by the forfeiting Participant (including, if applicable, any certificates for such shares). Each Award Agreement shall require that: each Participant, in connection with the issuance of a certificate for Restricted Stock, shall endorse such certificate in blank or execute a stock power in form satisfactory to the Company in blank and deliver such certificate and executed stock power to the Company. (iii) The Except as may be provided in accordance with clause (i) above, upon the termination of the Grantee’s employment with the Company and its Affiliates for any reason by the Company and its Affiliates or by the Grantee during the Restriction Period, all shares of Restricted Stock still subject to Article 12 of the Planrestriction shall thereupon, unless otherwise established and with no further action, be forfeited by the Committee in the Award Agreement setting forth the terms of the Restricted Stock, shall expire upon satisfaction of the conditions set forth in the Award Agreement; such conditions may provide for vesting based on length of continuous service or such Performance Goals, as may be determined by the Committee in its sole discretionGrantee. (iv) Except as otherwise provided in the particular Award AgreementUpon each Vesting Date, upon Termination of Service for any reason during the Restriction Period, the nonvested shares of Restricted Stock shall be forfeited by the Participant. In the event a Participant has paid any consideration to the Company for such forfeited Restricted Stock, the Committee shall specify in the Award Agreement that either (1) the Company shall be obligated topay the Grantee an additional cash amount, or (2) the Company mayintended to serve generally as a tax gross-up, in its sole discretion, elect to, pay to the Participant, as soon as practicable after the event causing forfeiture, in cash, an amount equal to the lesser % of the total consideration paid by the Participant for such forfeited shares or the Fair Market Value of such forfeited shares as value of the date of Termination of Service, as shares then included in the Committee, in its sole discretion shall select. Upon any forfeiture, all rights of a Participant with respect to the forfeited shares of the Restricted Stock shall cease and terminate, without any further obligation on the part of the CompanyGrantee’s taxable income.]

Restrictions and Conditions. Shares The shares of Restricted Stock awarded pursuant to the Plan shall be subject to the following restrictions and conditions: (i) Subject subject to the other provisions of this Plan and the terms of the particular Award AgreementsPlan, during such a period as may be determined set by the Committee commencing on the Date of Grant or with the date of exercise of an such Award (the “Restriction Periodrestriction period”), the Participant shall not be permitted to sell, transfer, pledge pledge, or assign shares of Restricted StockStock awarded under the Plan. Except for Within these limitations, limits the Committee may provide for the lapse of such restrictions in its sole discretioninstallments where deemed appropriate. Notwithstanding the foregoing, remove or any or all other provision of the restrictions on such Plan, any Awards of Restricted Stock whenever it may determine that, by reason of changes in Applicable Laws or other changes in circumstances arising after which vest on the date basis of the Award, such action Participant’s continuous Service with the Company or any Participating Company shall not provide for vesting which is appropriateany more rapid than annual pro rata vesting over a three-year period and any Awards of Restricted Stock which provide for vesting upon the attainment of Performance Goals shall provide for a Performance Period of at least 12 months. (ii) Except as provided in sub-paragraph subsection (ac)(i) above or in the applicable Award Agreementof this Section 8, the Participant shall have, with respect to the Participant’s shares of Restricted Stock, all of the rights of a stockholder Shareholder of the Company, including the right to vote the shares, Restricted Stock and the right to receive any cash dividends. The Committee, in its sole discretion, may permit or require the payment of cash dividends thereon. Shares of Common Stock free of restriction under this Plan shall to be electronically registered in the Participant’s name (ordeferred and, if certificates are issued the Committee so determines, reinvested in additional Restricted Stock or otherwise reinvested. Certificates for shares of unrestricted Stock shall be delivered to the Participant) Participant promptly after, and only after, the Restriction Period period of forfeiture shall expire without forfeiture in respect of such shares of Common Stock or after any other restrictions imposed on such shares of Common Stock by the applicable Award Agreement or other agreement have expired. Common Stock forfeited under the provisions of the Plan and the applicable Award Agreement shall be promptly returned to the Company by the forfeiting Participant (including, if applicable, any certificates for such shares). Each Award Agreement shall require that: each Participant, in connection with the issuance of a certificate for Restricted Stock, shall endorse such certificate in blank or execute a stock power in form satisfactory to the Company in blank and deliver such certificate and executed stock power to the Company. (iii) The Restriction Period, subject Subject to Article 12 the provisions of the Plan, unless otherwise established by the Committee in the Award Agreement setting forth the terms subsection (d) of the Restricted Stock, shall expire upon satisfaction of the conditions set forth in the Award Agreement; such conditions may provide for vesting based on length of continuous service or such Performance Goals, as may be determined by the Committee in its sole discretion. (iv) Except as otherwise provided in the particular Award Agreementthis Section 8, upon Termination termination of Service for of any reason during the Restriction Periodrestriction period, the nonvested all shares of Restricted Stock still subject to restriction shall be forfeited by the Participant. In the event a Participant has paid any consideration to the Company for such forfeited Restricted Stock, the Committee shall specify in the Award Agreement that either (1) the Company shall be obligated to, or (2) the Company may, in its sole discretion, elect to, pay to the Participant, as soon as practicable after the event causing forfeiture, in cash, an amount equal to the lesser of the total consideration paid and reacquired by the Participant for such forfeited shares or the Fair Market Value of such forfeited shares as of the date of Termination of Service, as the Committee, in its sole discretion shall select. Upon any forfeiture, all rights of a Participant with respect to the forfeited shares of the Restricted Stock shall cease and terminate, without any further obligation on the part of the Company.

Restrictions and Conditions. Shares The awards of Restricted Stock granted pursuant to this Section 7 shall be subject to the following restrictions and conditions: : The price per Share, if any, that a Participant must pay for Shares purchasable under an award of Restricted Stock shall be determined by the Administrator in its sole discretion at the time of grant but, to the extent required at the time of grant by California "Blue Sky" law, such price shall not be less than 85% of the Fair Market Value of the Stock on such date or at the time the purchase is consummated. In no event may the purchase price be less than the par value of the Common Stock. If a Participant owns or is deemed to own (iby reason of the attribution rules applicable under Section 424(d) of the Code) more than 10% of the combined voting power of all classes of stock of the Company or of any Parent or Subsidiary and an award of Restricted Stock is granted to such Participant, the purchase price of such Award, to the extent required at the time of grant by California "Blue Sky" law with respect to any Option, shall be no less than 100% of the Fair Market Value of the Common Stock on the date such award of Restricted Stock is granted or the date the purchase is consummated. Subject to the other provisions of this the Plan and the terms of the particular Restricted Stock Award AgreementsAgreement governing any such Award, during such period as may be determined set by the Committee Administrator commencing on the Date of Grant or the date of exercise of an Award grant (the “Restriction "Restricted Period”"), the Participant shall not be permitted to sell, transfer, pledge or assign shares of Restricted Stock. Except for these limitations, the Committee may in its sole discretion, remove any or all of the restrictions on such Restricted Stock whenever it may determine that, by reason of changes in Applicable Laws or other changes in circumstances arising after the date of the Award, such action is appropriate. (ii) Except as provided in sub-paragraph (a) above or in the applicable Award Agreement, the Participant shall have, with respect to the Participant’s Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the shares, and the right to receive any dividends thereon. Shares of Common Stock free of restriction under this Plan shall be electronically registered in the Participant’s name (or, if certificates are issued shall be delivered to the Participant) promptly after, and only after, the Restriction Period shall expire without forfeiture in respect of such shares of Common Stock or after any other restrictions imposed on such shares of Common Stock by the applicable Award Agreement or other agreement have expired. Common Stock forfeited awarded under the provisions of Plan; provided, however, that the Plan and the applicable Award Agreement shall be promptly returned to the Company by the forfeiting Participant (including, if applicable, any certificates for such shares). Each Award Agreement shall require that: each Participant, in connection with the issuance of a certificate for Restricted Stock, shall endorse such certificate in blank or execute a stock power in form satisfactory to the Company in blank and deliver such certificate and executed stock power to the Company. (iii) The Restriction Period, subject to Article 12 of the Plan, unless otherwise established by the Committee in the Award Agreement setting forth the terms of the Restricted Stock, shall expire upon satisfaction of the conditions set forth in the Award Agreement; such conditions may provide for vesting based on length of continuous service or such Performance Goals, as may be determined by the Committee in its sole discretion. (iv) Except as otherwise provided in the particular Award Agreement, upon Termination of Service for any reason during the Restriction Period, the nonvested shares of Restricted Stock shall be forfeited by the Participant. In the event a Participant has paid any consideration to the Company for such forfeited Restricted Stock, the Committee shall specify in the Award Agreement that either (1) the Company shall be obligated to, or (2) the Company Administrator may, in its sole discretion, elect to, pay to provide for the Participant, as soon as practicable after the event causing forfeiture, in cash, an amount equal to the lesser of the total consideration paid by the Participant for such forfeited shares or the Fair Market Value lapse of such forfeited shares as of the date of Termination of Service, restrictions in installments and may accelerate or waive such restrictions in whole or in part based on such factors and such circumstances as the CommitteeAdministrator may determine, in its sole discretion shall select. Upon any forfeiture, all rights of a Participant with respect to the forfeited shares of the Restricted Stock shall cease and terminate, without any further obligation on the part of the Companydiscretion.

Restrictions and Conditions. Shares of The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions: (i) Subject to clauses (iii) and (iv) below, the other provisions period of this Plan and the terms of the particular Award Agreements, during such period as may be determined by the Committee commencing on the Date of Grant or the date of exercise of an Award restriction with respect to Shares granted hereunder (the “Restriction Period”)) shall begin on the date hereof and lapse on the following schedule: Notwithstanding the foregoing, unless otherwise expressly provided by the Committee, the Participant Restriction Period with respect to such Shares shall only lapse as to whole Shares. Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge pledge, anticipate, alienate, encumber or assign shares of Restricted Stock. Except for these limitations, the Committee may in its sole discretion, remove any Shares (or all of the restrictions on have such Restricted Stock whenever it may determine that, by reason of changes in Applicable Laws Shares attached or other changes in circumstances arising after the date of the Award, such action is appropriategarnished). (ii) Except as provided in sub-paragraph the foregoing clause (ai), below in this clause (ii) above or in the applicable Award AgreementPlan, the Participant Grantee shall have, with in respect to of the Participant’s Shares of Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the shares, Shares and the right to receive any dividends thereondividends. Certificates for Shares of Common Stock free of restriction under this Plan shall be electronically registered in the Participant’s name (or, if certificates are issued not subject to restrictions) shall be delivered to the Participant) Grantee or his or her designee promptly after, and only after, the Restriction Period shall expire lapse without forfeiture in respect of such shares Shares of Common Stock or after any other Restricted Stock. Certificates for Shares (not subject to restrictions imposed on such shares of Common Stock by the applicable Award Agreement or other agreement have expired. Common Stock forfeited under the provisions of the Plan and the applicable Award Agreement Plan) shall be promptly returned delivered to the Company by Grantee or his or her designee promptly after, and only after, the forfeiting Participant (including, if applicable, any certificates for Restriction Period shall lapse without forfeiture in respect of such shares). Each Award Agreement shall require that: each Participant, in connection with the issuance of a certificate for Restricted Stock, shall endorse such certificate in blank or execute a stock power in form satisfactory to the Company in blank and deliver such certificate and executed stock power to the CompanyShares. (iii) The Subject to clause (iv) below, if the Grantee has a Termination of Service by the Company and its Subsidiaries on account of Termination for Cause or Voluntary Resignation (as such terms are defined in the limited liability company agreement of LJMCO Management Dedicated Team Pool LLC (the “Dedicated Agreement”), or by the Grantee for any reason, during the Restriction Period, then all Shares still subject to Article 12 of the Planrestriction shall thereupon, unless otherwise established and with no further action, be forfeited by the Committee in the Award Agreement setting forth the terms of the Restricted Stock, shall expire upon satisfaction of the conditions set forth in the Award Agreement; such conditions may provide for vesting based on length of continuous service or such Performance Goals, as may be determined by the Committee in its sole discretionGrantee. (iv) Except as otherwise provided in In the particular Award Agreement, upon event the Grantee has a Termination of Service for any reason on account of Termination Without Cause, Death, Permanent Disability or Retirement (as such terms are defined in the Dedicated Agreement), during the Restriction Period, then the nonvested shares Restriction Period will immediately lapse as to an additional one-third of the Restricted Stock granted to the Grantee and all remaining Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Participant. In the event a Participant has paid any consideration to the Company for such forfeited Restricted Stock, the Committee shall specify in the Award Agreement that either (1) the Company shall be obligated to, or (2) the Company may, in its sole discretion, elect to, pay to the Participant, as soon as practicable after the event causing forfeiture, in cash, an amount equal to the lesser of the total consideration paid by the Participant for such forfeited shares or the Fair Market Value of such forfeited shares as of the date of Termination of Service, as the Committee, in its sole discretion shall select. Upon any forfeiture, all rights of a Participant with respect to the forfeited shares of the Restricted Stock shall cease and terminate, without any further obligation on the part of the CompanyGrantee.

Restrictions and Conditions. Subject to the Participant’s continuous employment with the Company, the Restriction Period applicable to the Restricted Shares shall lapse, and the Restricted Shares shall become vested, on the third anniversary of the Date of Grant. Except as provided in Section 3, the Restricted Shares will be forfeited if the Participant does not remain continuously in the employment of the Company through the specified lapsing date set forth above. So long as the shares of Common Stock are subject to restrictions imposed under the Plan and the Agreement: (a) the shares shall be held by a custodian in book entry form with restrictions on such shares duly noted or, alternatively, a certificate or certificates representing the Award shall be registered in the Participant’s name; (b) all such certificates shall be deposited with the Company, together with stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate, which would permit transfer to the Company of all or a portion of the shares of Common Stock subject to the following restrictions and conditions:Award in the event the Award is forfeited in whole or in part; (ic) Subject the record address of the holder of record of such shares shall be care of the Secretary of the Company at the Company’s principal executive office; (d) such shares shall bear a restrictive legend, as follows: “The transferability of this certificate and the shares of stock represented hereby are subject to the other provisions terms and conditions (including forfeiture) of this the Dine Brands Global, Inc. 2016 Stock Incentive Plan and a Restricted Stock Award Agreement entered into between the terms registered owner and Dine Brands Global, Inc. Copies of such Plan and Agreement are on file in the offices of Dine Brands Global, Inc.”; (e) such shares shall bear any additional legend which may be required pursuant to Section 5.6 of the particular Award Agreements, during such period as may be determined by the Committee commencing on the Date of Grant or the date of exercise of an Award Plan; and (the “Restriction Period”), f) the Participant shall not be permitted to sell, transfer, pledge or assign shares the shares, except as described in Section 4 below. As of Restricted Stock. Except for these limitations, the Committee may in its sole discretion, remove any or all of the restrictions on such Restricted Stock whenever it may determine that, by reason of changes in Applicable Laws or other changes in circumstances arising after the each lapsing date of the Award, such action is appropriate. (ii) Except as provided in sub-paragraph (a) set forth above or in Section 3, subject to the applicable Award AgreementCompany’s right to require payment of any taxes as described in Section 8 below, the Participant restrictions shall have, with respect to be removed from the Participant’s Restricted Stock, all requisite number of the rights of a stockholder of the Company, including the right to vote the shares, and the right to receive any dividends thereon. Shares shares of Common Stock free that are held in book entry form, and all certificates evidencing ownership of restriction under this Plan shall be electronically registered in the Participant’s name (or, if certificates are issued requisite number of shares of Common Stock shall be delivered to the Participant) promptly after, and only after, the Restriction Period shall expire without forfeiture in respect of such shares of Common Stock or after any other restrictions imposed on such shares of Common Stock by the applicable Award Agreement or other agreement have expired. Common Stock forfeited under the provisions of the Plan and the applicable Award Agreement shall be promptly returned to the Company by the forfeiting Participant (including, if applicable, any certificates for such shares). Each Award Agreement shall require that: each Participant, in connection with the issuance of a certificate for Restricted Stock, shall endorse such certificate in blank or execute a stock power in form satisfactory to the Company in blank and deliver such certificate and executed stock power to the Company. (iii) The Restriction Period, subject to Article 12 of the Plan, unless otherwise established by the Committee in the Award Agreement setting forth the terms of the Restricted Stock, shall expire upon satisfaction of the conditions set forth in the Award Agreement; such conditions may provide for vesting based on length of continuous service or such Performance Goals, as may be determined by the Committee in its sole discretion. (iv) Except as otherwise provided in the particular Award Agreement, upon Termination of Service for any reason during the Restriction Period, the nonvested shares of Restricted Stock shall be forfeited by the Participant. In the event a Participant has paid any consideration to the Company for such forfeited Restricted Stock, the Committee shall specify in the Award Agreement that either (1) the Company shall be obligated to, or (2) the Company may, in its sole discretion, elect to, pay to the Participant, as soon as practicable after the event causing forfeiture, in cash, an amount equal to the lesser of the total consideration paid by the Participant for such forfeited shares or the Fair Market Value of such forfeited shares as of the date of Termination of Service, as the Committee, in its sole discretion shall select. Upon any forfeiture, all rights of a Participant with respect to the forfeited shares of the Restricted Stock shall cease and terminate, without any further obligation on the part of the Company.

Restrictions and Conditions. Subject to the Participant’s continuous employment with the Company, the Restriction Period applicable to the Restricted Shares shall lapse, and the Restricted Shares shall become vested as to one-third (1/3) of the Restricted Stock shall be Shares subject to the following Award on each of the first, second and third anniversaries of the Date of Grant. Except as provided in Section 3, the Restricted Shares will be forfeited as to the unvested portion of the Award if the Participant does not remain continuously in the employment of the Company through the specified lapsing dates set forth above. So long as the shares of Common Stock are subject to restrictions imposed under the Plan and conditionsthe Agreement: (ia) Subject the shares shall be held by a custodian in book entry form with restrictions on such shares duly noted or, alternatively, a certificate or certificates representing the Award shall be registered in the Participant’s name; (b) all such certificates shall be deposited with the Company, together with stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate, which would permit transfer to the other provisions Company of all or a portion of the shares of Common Stock subject to the Award in the event the Award is forfeited in whole or in part; (c) the record address of the holder of record of such shares shall be care of the Secretary of the Company at the Company’s principal executive office; (d) such shares shall bear a restrictive legend, as follows: “The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the DineEquity, Inc. 2011 Stock Incentive Plan, as amended, and a Restricted Stock Award Agreement entered into between the registered owner and DineEquity, Inc. Copies of such Plan and Agreement are on file in the terms offices of DineEquity, Inc.”; (e) such shares shall bear any additional legend which may be required pursuant to Section 5.6 of the particular Award Agreements, during such period as may be determined by the Committee commencing on the Date of Grant or the date of exercise of an Award Plan; and (the “Restriction Period”), f) the Participant shall not be permitted to sell, transfer, pledge or assign shares the shares, except as described in Section 4 below. As of Restricted Stock. Except for these limitations, the Committee may in its sole discretion, remove any or all of the restrictions on such Restricted Stock whenever it may determine that, by reason of changes in Applicable Laws or other changes in circumstances arising after the each lapsing date of the Award, such action is appropriate. (ii) Except as provided in sub-paragraph (a) set forth above or in Section 3, subject to the applicable Award AgreementCompany’s right to require payment of any taxes as described in Section 8 below, the Participant restrictions shall have, with respect to be removed from the Participant’s Restricted Stock, all requisite number of the rights of a stockholder of the Company, including the right to vote the shares, and the right to receive any dividends thereon. Shares shares of Common Stock free that are held in book entry form, and all certificates evidencing ownership of restriction under this Plan shall be electronically registered in the Participant’s name (or, if certificates are issued requisite number of shares of Common Stock shall be delivered to the Participant) promptly after, and only after, the Restriction Period shall expire without forfeiture in respect of such shares of Common Stock or after any other restrictions imposed on such shares of Common Stock by the applicable Award Agreement or other agreement have expired. Common Stock forfeited under the provisions of the Plan and the applicable Award Agreement shall be promptly returned to the Company by the forfeiting Participant (including, if applicable, any certificates for such shares). Each Award Agreement shall require that: each Participant, in connection with the issuance of a certificate for Restricted Stock, shall endorse such certificate in blank or execute a stock power in form satisfactory to the Company in blank and deliver such certificate and executed stock power to the Company. (iii) The Restriction Period, subject to Article 12 of the Plan, unless otherwise established by the Committee in the Award Agreement setting forth the terms of the Restricted Stock, shall expire upon satisfaction of the conditions set forth in the Award Agreement; such conditions may provide for vesting based on length of continuous service or such Performance Goals, as may be determined by the Committee in its sole discretion. (iv) Except as otherwise provided in the particular Award Agreement, upon Termination of Service for any reason during the Restriction Period, the nonvested shares of Restricted Stock shall be forfeited by the Participant. In the event a Participant has paid any consideration to the Company for such forfeited Restricted Stock, the Committee shall specify in the Award Agreement that either (1) the Company shall be obligated to, or (2) the Company may, in its sole discretion, elect to, pay to the Participant, as soon as practicable after the event causing forfeiture, in cash, an amount equal to the lesser of the total consideration paid by the Participant for such forfeited shares or the Fair Market Value of such forfeited shares as of the date of Termination of Service, as the Committee, in its sole discretion shall select. Upon any forfeiture, all rights of a Participant with respect to the forfeited shares of the Restricted Stock shall cease and terminate, without any further obligation on the part of the Company.

Restrictions and Conditions. Subject to the Participant’s continuous employment with the Company, the Restriction Period applicable to the Restricted Shares shall lapse, and the Restricted Shares shall become vested as to one-fourth of the Restricted Stock shall be Shares subject to the following restrictions and conditions: (i) Subject to the other provisions of this Plan and the terms Award on each of the particular Award Agreements, during such period as may be determined by the Committee commencing on first and second anniversaries of the Date of Grant and one-half of the Restricted Shares subject to the Award on the third anniversary of the Date of Grant. Except as provided in Section 3, the Restricted Shares will be forfeited as to the unvested portion of the Award if the Participant does not remain continuously in the employment of the Company through the specified lapsing dates set forth above. So long as the shares of Common Stock are subject to restrictions imposed under the Plan and the Agreement: (a) the shares shall be held by a custodian in book entry form with restrictions on such shares duly noted or, alternatively, a certificate or certificates representing the date Award shall be registered in the Participant’s name; (b) all such certificates shall be deposited with the Company, together with stock powers or other instruments of exercise assignment (including a power of an Award (the “Restriction Period”attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate, which would permit transfer to the Company of all or a portion of the shares of Common Stock subject to the Award in the event the Award is forfeited in whole or in part; (c) the record address of the holder of record of such shares shall be care of the Secretary of the Company at the Company’s principal executive office; (d) such shares shall bear a restrictive legend, as follows: “The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the DineEquity, Inc. 2016 Stock Incentive Plan and a Restricted Stock Award Agreement entered into between the registered owner and DineEquity, Inc. Copies of such Plan and Agreement are on file in the offices of DineEquity, Inc.”; (e) such shares shall bear any additional legend which may be required pursuant to Section 5.6 of the Plan; and (f) the Participant shall not be permitted to sell, transfer, pledge or assign shares the shares, except as described in Section 4 below. As of Restricted Stock. Except for these limitations, the Committee may in its sole discretion, remove any or all of the restrictions on such Restricted Stock whenever it may determine that, by reason of changes in Applicable Laws or other changes in circumstances arising after the each lapsing date of the Award, such action is appropriate. (ii) Except as provided in sub-paragraph (a) set forth above or in Section 3, subject to the applicable Award AgreementCompany’s right to require payment of any taxes as described in Section 8 below, the Participant restrictions shall have, with respect to be removed from the Participant’s Restricted Stock, all requisite number of the rights of a stockholder of the Company, including the right to vote the shares, and the right to receive any dividends thereon. Shares shares of Common Stock free that are held in book entry form, and all certificates evidencing ownership of restriction under this Plan shall be electronically registered in the Participant’s name (or, if certificates are issued requisite number of shares of Common Stock shall be delivered to the Participant) promptly after, and only after, the Restriction Period shall expire without forfeiture in respect of such shares of Common Stock or after any other restrictions imposed on such shares of Common Stock by the applicable Award Agreement or other agreement have expired. Common Stock forfeited under the provisions of the Plan and the applicable Award Agreement shall be promptly returned to the Company by the forfeiting Participant (including, if applicable, any certificates for such shares). Each Award Agreement shall require that: each Participant, in connection with the issuance of a certificate for Restricted Stock, shall endorse such certificate in blank or execute a stock power in form satisfactory to the Company in blank and deliver such certificate and executed stock power to the Company. (iii) The Restriction Period, subject to Article 12 of the Plan, unless otherwise established by the Committee in the Award Agreement setting forth the terms of the Restricted Stock, shall expire upon satisfaction of the conditions set forth in the Award Agreement; such conditions may provide for vesting based on length of continuous service or such Performance Goals, as may be determined by the Committee in its sole discretion. (iv) Except as otherwise provided in the particular Award Agreement, upon Termination of Service for any reason during the Restriction Period, the nonvested shares of Restricted Stock shall be forfeited by the Participant. In the event a Participant has paid any consideration to the Company for such forfeited Restricted Stock, the Committee shall specify in the Award Agreement that either (1) the Company shall be obligated to, or (2) the Company may, in its sole discretion, elect to, pay to the Participant, as soon as practicable after the event causing forfeiture, in cash, an amount equal to the lesser of the total consideration paid by the Participant for such forfeited shares or the Fair Market Value of such forfeited shares as of the date of Termination of Service, as the Committee, in its sole discretion shall select. Upon any forfeiture, all rights of a Participant with respect to the forfeited shares of the Restricted Stock shall cease and terminate, without any further obligation on the part of the Company.

Restrictions and Conditions. Shares of The following conditions and restrictions shall apply to the Restricted Stock: (a) Except as otherwise provided in this Agreement, the Restricted Stock and any Dividends shall be subject held by the Corporation until released to the Participant in accordance with the terms of the Plan and this Agreement. The Restricted Stock and any Dividends shall be released to Participant following restrictions and conditionsthe conclusion of the Measurement Period, to the extent that the following performance measures have been met or exceeded: (i) Subject to the other provisions of this Plan and the terms of the particular Award Agreements, during such period as may be determined by the Committee commencing set forth on the Date of Grant or the date of exercise of an Award Appendix A (the “Restriction Period”"Internal Performance Measures"), (ii) as set forth in Appendix B (the "Index Banks Performance Measures"), or (iii) as set forth in Appendix C (the "Return on Equity Performance Measure"). In applying the above, the Appendix providing the highest award shall be used. (b) The Participant shall not be permitted to sell, transfer, pledge or assign any portion of the Restricted Stock except as specifically permitted by the Plan and this Agreement. (c) Any certificates evidencing shares of Restricted Stock. Except for these limitations, Stock issued in the Committee may in its sole discretion, remove any or all name of the restrictions on Participant or any evidence of such share ownership entered upon the stock records of the Corporation maintained by its transfer agent shall bear a legend or other appropriate restriction substantially of the following substance: "The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Compass Bancshares, Inc., 2002 Incentive Compensation Plan and a Restricted Stock whenever it may determine that, by reason of changes in Applicable Laws or other changes in circumstances arising after the date of the Award, such action is appropriate. (ii) Except as provided in sub-paragraph (a) above or in the applicable Award Agreement, dated __________, 2006, entered into between the Participant shall have, with respect to registered owner and the Participant’s Restricted Stock, all Corporation. Copies of such Plan and Agreement are on file in the offices of the rights of a stockholder of Corporation, ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇." Certificates evidencing the Company, including the right to vote the shares, and the right to receive any dividends thereon. Shares of Common Stock free of restriction under this Plan shall be electronically registered in the Participant’s name (or, if certificates are issued shall be delivered to the Participant) promptly after, and only after, the Restriction Period shall expire without forfeiture in respect of such shares of Common Stock or after any other restrictions imposed on such shares of Common Stock by the applicable Award Agreement or other agreement have expired. Common Stock forfeited under the provisions of the Plan and the applicable Award Agreement shall be promptly returned to the Company by the forfeiting Participant (including, if applicable, any certificates for such shares). Each Award Agreement shall require that: each Participant, in connection with the issuance of a certificate for Restricted Stock, shall endorse such certificate in blank or execute a stock power in form satisfactory to the Company in blank and deliver such certificate and executed stock power to the Company. (iii) The Restriction Period, subject to Article 12 of the Plan, unless otherwise established by the Committee in the Award Agreement setting forth the terms of the Restricted Stock, shall expire upon satisfaction of the conditions set forth in the Award Agreement; such conditions may provide for vesting based on length of continuous service or such Performance Goals, as may be determined by the Committee in its sole discretion. (iv) Except as otherwise provided in the particular Award Agreement, upon Termination of Service for any reason during the Restriction Period, the nonvested shares of Restricted Stock shall be forfeited held in custody by the Participant. In Corporation until the event shares have been released, and the Participant shall deliver a Participant has paid any consideration stock power, endorsed in blank, relating to the Company for such forfeited Restricted Stock, Stock simultaneously with the Committee shall specify in the Award execution of this Agreement that either or as requested hereafter. (1d) the Company shall be obligated to, or (2) the Company may, in its sole discretion, elect to, pay If Participant's employment terminates prior to the Participant, as soon as practicable after the event causing forfeiture, in cash, an amount equal to the lesser conclusion of the total consideration paid by the Participant for such forfeited shares Measurement Period (other than through Normal Retirement or the Fair Market Value of such forfeited shares as Early Retirement, Death or Disability or Sale of the date of Termination of ServiceCorporation), as the Committee, in its sole discretion shall select. Upon any forfeiture, all rights of a Participant with respect to the forfeited shares of the Restricted Stock shall cease and terminate, without any further obligation on the part of the Companybe forfeited.

Restrictions and Conditions. Subject to the Participant’s continuous employment with the Company, the Restriction Period applicable to the Restricted Shares shall lapse, and the Restricted Shares shall become vested as to one-fourth of the Restricted Stock shall be Shares subject to the following restrictions and conditions: (i) Subject to the other provisions of this Plan and the terms Award on each of the particular Award Agreements, during such period as may be determined by the Committee commencing on first and second anniversaries of the Date of Grant and one-half of the Restricted Shares subject to the Award on the third anniversary of the Date of Grant. Except as provided in Section 3, the Restricted Shares will be forfeited as to the unvested portion of the Award if the Participant does not remain continuously in the employment of the Company through the specified lapsing dates set forth above. So long as the shares of Common Stock are subject to restrictions imposed under the Plan and the Agreement: (a) the shares shall be held by a custodian in book entry form with restrictions on such shares duly noted or, alternatively, a certificate or certificates representing the date Award shall be registered in the Participant’s name; (b) all such certificates shall be deposited with the Company, together with stock powers or other instruments of exercise assignment (including a power of an Award (the “Restriction Period”attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate, which would permit transfer to the Company of all or a portion of the shares of Common Stock subject to the Award in the event the Award is forfeited in whole or in part; (c) the record address of the holder of record of such shares shall be care of the Secretary of the Company at the Company’s principal executive office; (d) such shares shall bear a restrictive legend, as follows: “The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Dine Brands Global, Inc. 2016 Stock Incentive Plan and a Restricted Stock Award Agreement entered into between the registered owner and Dine Brands Global, Inc. Copies of such Plan and Agreement are on file in the offices of Dine Brands Global, Inc.”; (e) such shares shall bear any additional legend which may be required pursuant to Section 5.6 of the Plan; and (f) the Participant shall not be permitted to sell, transfer, pledge or assign shares the shares, except as described in Section 4 below. As of Restricted Stock. Except for these limitations, the Committee may in its sole discretion, remove any or all of the restrictions on such Restricted Stock whenever it may determine that, by reason of changes in Applicable Laws or other changes in circumstances arising after the each lapsing date of the Award, such action is appropriate. (ii) Except as provided in sub-paragraph (a) set forth above or in Section 3, subject to the applicable Award AgreementCompany’s right to require payment of any taxes as described in Section 8 below, the Participant restrictions shall have, with respect to be removed from the Participant’s Restricted Stock, all requisite number of the rights of a stockholder of the Company, including the right to vote the shares, and the right to receive any dividends thereon. Shares shares of Common Stock free that are held in book entry form, and all certificates evidencing ownership of restriction under this Plan shall be electronically registered in the Participant’s name (or, if certificates are issued requisite number of shares of Common Stock shall be delivered to the Participant) promptly after, and only after, the Restriction Period shall expire without forfeiture in respect of such shares of Common Stock or after any other restrictions imposed on such shares of Common Stock by the applicable Award Agreement or other agreement have expired. Common Stock forfeited under the provisions of the Plan and the applicable Award Agreement shall be promptly returned to the Company by the forfeiting Participant (including, if applicable, any certificates for such shares). Each Award Agreement shall require that: each Participant, in connection with the issuance of a certificate for Restricted Stock, shall endorse such certificate in blank or execute a stock power in form satisfactory to the Company in blank and deliver such certificate and executed stock power to the Company. (iii) The Restriction Period, subject to Article 12 of the Plan, unless otherwise established by the Committee in the Award Agreement setting forth the terms of the Restricted Stock, shall expire upon satisfaction of the conditions set forth in the Award Agreement; such conditions may provide for vesting based on length of continuous service or such Performance Goals, as may be determined by the Committee in its sole discretion. (iv) Except as otherwise provided in the particular Award Agreement, upon Termination of Service for any reason during the Restriction Period, the nonvested shares of Restricted Stock shall be forfeited by the Participant. In the event a Participant has paid any consideration to the Company for such forfeited Restricted Stock, the Committee shall specify in the Award Agreement that either (1) the Company shall be obligated to, or (2) the Company may, in its sole discretion, elect to, pay to the Participant, as soon as practicable after the event causing forfeiture, in cash, an amount equal to the lesser of the total consideration paid by the Participant for such forfeited shares or the Fair Market Value of such forfeited shares as of the date of Termination of Service, as the Committee, in its sole discretion shall select. Upon any forfeiture, all rights of a Participant with respect to the forfeited shares of the Restricted Stock shall cease and terminate, without any further obligation on the part of the Company.

Restrictions and Conditions. Subject to the Participant’s continuous employment with the Company, the Restriction Period applicable to the Restricted Shares shall lapse, and the Restricted Shares shall become vested, on the first anniversary of the Date of Grant. Except as provided in Section 3, the Restricted Shares will be forfeited if the Participant does not remain continuously in the employment of the Company through the specified lapsing date set forth above. So long as the shares of Common Stock are subject to restrictions imposed under the Plan and the Agreement: (a) the shares shall be held by a custodian in book entry form with restrictions on such shares duly noted or, alternatively, a certificate or certificates representing the Award shall be registered in the Participant’s name; (b) all such certificates shall be deposited with the Company, together with stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate, which would permit transfer to the Company of all or a portion of the shares of Common Stock subject to the following restrictions and conditions:Award in the event the Award is forfeited in whole or in part; (ic) Subject the record address of the holder of record of such shares shall be care of the Secretary of the Company at the Company’s principal executive office; (d) such shares shall bear a restrictive legend, as follows: “The transferability of this certificate and the shares of stock represented hereby are subject to the other provisions terms and conditions (including forfeiture) of this the DineEquity, Inc. 2016 Stock Incentive Plan and a Restricted Stock Award Agreement entered into between the terms registered owner and DineEquity, Inc. Copies of such Plan and Agreement are on file in the offices of DineEquity, Inc.”; (e) such shares shall bear any additional legend which may be required pursuant to Section 5.6 of the particular Award Agreements, during such period as may be determined by the Committee commencing on the Date of Grant or the date of exercise of an Award Plan; and (the “Restriction Period”), f) the Participant shall not be permitted to sell, transfer, pledge or assign shares the shares, except as described in Section 4 below. As of Restricted Stock. Except for these limitations, the Committee may in its sole discretion, remove any or all of the restrictions on such Restricted Stock whenever it may determine that, by reason of changes in Applicable Laws or other changes in circumstances arising after the each lapsing date of the Award, such action is appropriate. (ii) Except as provided in sub-paragraph (a) set forth above or in Section 3, subject to the applicable Award AgreementCompany’s right to require payment of any taxes as described in Section 8 below, the Participant restrictions shall have, with respect to be removed from the Participant’s Restricted Stock, all requisite number of the rights of a stockholder of the Company, including the right to vote the shares, and the right to receive any dividends thereon. Shares shares of Common Stock free that are held in book entry form, and all certificates evidencing ownership of restriction under this Plan shall be electronically registered in the Participant’s name (or, if certificates are issued requisite number of shares of Common Stock shall be delivered to the Participant) promptly after, and only after, the Restriction Period shall expire without forfeiture in respect of such shares of Common Stock or after any other restrictions imposed on such shares of Common Stock by the applicable Award Agreement or other agreement have expired. Common Stock forfeited under the provisions of the Plan and the applicable Award Agreement shall be promptly returned to the Company by the forfeiting Participant (including, if applicable, any certificates for such shares). Each Award Agreement shall require that: each Participant, in connection with the issuance of a certificate for Restricted Stock, shall endorse such certificate in blank or execute a stock power in form satisfactory to the Company in blank and deliver such certificate and executed stock power to the Company. (iii) The Restriction Period, subject to Article 12 of the Plan, unless otherwise established by the Committee in the Award Agreement setting forth the terms of the Restricted Stock, shall expire upon satisfaction of the conditions set forth in the Award Agreement; such conditions may provide for vesting based on length of continuous service or such Performance Goals, as may be determined by the Committee in its sole discretion. (iv) Except as otherwise provided in the particular Award Agreement, upon Termination of Service for any reason during the Restriction Period, the nonvested shares of Restricted Stock shall be forfeited by the Participant. In the event a Participant has paid any consideration to the Company for such forfeited Restricted Stock, the Committee shall specify in the Award Agreement that either (1) the Company shall be obligated to, or (2) the Company may, in its sole discretion, elect to, pay to the Participant, as soon as practicable after the event causing forfeiture, in cash, an amount equal to the lesser of the total consideration paid by the Participant for such forfeited shares or the Fair Market Value of such forfeited shares as of the date of Termination of Service, as the Committee, in its sole discretion shall select. Upon any forfeiture, all rights of a Participant with respect to the forfeited shares of the Restricted Stock shall cease and terminate, without any further obligation on the part of the Company.

Restrictions and Conditions. Subject to the Participant’s continuous service with the Company, the Restriction Period applicable to the Restricted Shares shall lapse, and the Restricted Shares shall become vested, on the third anniversary of the Date of Grant. Except as provided in Section 3, the Restricted Shares will be forfeited if the Participant does not remain continuously in the service of the Company through the specified lapsing date set forth above. So long as the shares of Common Stock are subject to restrictions imposed under the Plan and the Agreement: (a) the shares shall be held by a custodian in book entry form with restrictions on such shares duly noted or, alternatively, a certificate or certificates representing the Award shall be registered in the Participant’s name; (b) all such certificates shall be deposited with the Company, together with stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate, which would permit transfer to the Company of all or a portion of the shares of Common Stock subject to the following restrictions and conditions:Award in the event the Award is forfeited in whole or in part; (ic) Subject the record address of the holder of record of such shares shall be care of the Secretary of the Company at the Company’s principal executive office; (d) such shares shall bear a restrictive legend, as follows: “The transferability of this certificate and the shares of stock represented hereby are subject to the other provisions terms and conditions (including forfeiture) of this the Dine Brands Global, Inc. 2016 Stock Incentive Plan and a Restricted Stock Award Agreement entered into between the terms registered owner and Dine Brands Global, Inc. Copies of such Plan and Agreement are on file in the offices of Dine Brands Global, Inc.”; (e) such shares shall bear any additional legend which may be required pursuant to Section 5.6 of the particular Award Agreements, during such period as may be determined by the Committee commencing on the Date of Grant or the date of exercise of an Award Plan; and (the “Restriction Period”), f) the Participant shall not be permitted to sell, transfer, pledge or assign shares the shares, except as described in Section 4 below. As of Restricted Stock. Except for these limitations, the Committee may in its sole discretion, remove any or all of the restrictions on such Restricted Stock whenever it may determine that, by reason of changes in Applicable Laws or other changes in circumstances arising after the each lapsing date of the Award, such action is appropriate. (ii) Except as provided in sub-paragraph (a) set forth above or in the applicable Award AgreementSection 3, the Participant restrictions shall have, with respect to be removed from the Participant’s Restricted Stock, all requisite number of the rights of a stockholder of the Company, including the right to vote the shares, and the right to receive any dividends thereon. Shares shares of Common Stock free that are held in book entry form, and all certificates evidencing ownership of restriction under this Plan shall be electronically registered in the Participant’s name (or, if certificates are issued requisite number of shares of Common Stock shall be delivered to the Participant) promptly after, and only after, the Restriction Period shall expire without forfeiture in respect of such shares of Common Stock or after any other restrictions imposed on such shares of Common Stock by the applicable Award Agreement or other agreement have expired. Common Stock forfeited under the provisions of the Plan and the applicable Award Agreement shall be promptly returned to the Company by the forfeiting Participant (including, if applicable, any certificates for such shares). Each Award Agreement shall require that: each Participant, in connection with the issuance of a certificate for Restricted Stock, shall endorse such certificate in blank or execute a stock power in form satisfactory to the Company in blank and deliver such certificate and executed stock power to the Company. (iii) The Restriction Period, subject to Article 12 of the Plan, unless otherwise established by the Committee in the Award Agreement setting forth the terms of the Restricted Stock, shall expire upon satisfaction of the conditions set forth in the Award Agreement; such conditions may provide for vesting based on length of continuous service or such Performance Goals, as may be determined by the Committee in its sole discretion. (iv) Except as otherwise provided in the particular Award Agreement, upon Termination of Service for any reason during the Restriction Period, the nonvested shares of Restricted Stock shall be forfeited by the Participant. In the event a Participant has paid any consideration to the Company for such forfeited Restricted Stock, the Committee shall specify in the Award Agreement that either (1) the Company shall be obligated to, or (2) the Company may, in its sole discretion, elect to, pay to the Participant, as soon as practicable after the event causing forfeiture, in cash, an amount equal to the lesser of the total consideration paid by the Participant for such forfeited shares or the Fair Market Value of such forfeited shares as of the date of Termination of Service, as the Committee, in its sole discretion shall select. Upon any forfeiture, all rights of a Participant with respect to the forfeited shares of the Restricted Stock shall cease and terminate, without any further obligation on the part of the Company.

Restrictions and Conditions. Subject to the Participant’s continuous employment with the Company, the Restriction Period applicable to the Restricted Shares shall lapse, and the Restricted Shares shall become vested, on the third anniversary of the Date of Grant. Except as provided in Section 3, the Restricted Shares will be forfeited if the Participant does not remain continuously in the employment of the Company through the specified lapsing date set forth above. So long as the shares of Common Stock are subject to restrictions imposed under the Plan and the Agreement: (a) the shares shall be held by a custodian in book entry form with restrictions on such shares duly noted or, alternatively, a certificate or certificates representing the Award shall be registered in the Participant’s name; (b) all such certificates shall be deposited with the Company, together with stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate, which would permit transfer to the Company of all or a portion of the shares of Common Stock subject to the following restrictions and conditions:Award in the event the Award is forfeited in whole or in part; (ic) Subject the record address of the holder of record of such shares shall be care of the Secretary of the Company at the Company’s principal executive office; (d) such shares shall bear a restrictive legend, as follows: “The transferability of this certificate and the shares of stock represented hereby are subject to the other provisions terms and conditions (including forfeiture) of this the DineEquity, Inc. 2016 Stock Incentive Plan and a Restricted Stock Award Agreement entered into between the terms registered owner and DineEquity, Inc. Copies of such Plan and Agreement are on file in the offices of DineEquity, Inc.”; (e) such shares shall bear any additional legend which may be required pursuant to Section 5.6 of the particular Award Agreements, during such period as may be determined by the Committee commencing on the Date of Grant or the date of exercise of an Award Plan; and (the “Restriction Period”), f) the Participant shall not be permitted to sell, transfer, pledge or assign shares the shares, except as described in Section 4 below. As of Restricted Stock. Except for these limitations, the Committee may in its sole discretion, remove any or all of the restrictions on such Restricted Stock whenever it may determine that, by reason of changes in Applicable Laws or other changes in circumstances arising after the each lapsing date of the Award, such action is appropriate. (ii) Except as provided in sub-paragraph (a) set forth above or in Section 3, subject to the applicable Award AgreementCompany’s right to require payment of any taxes as described in Section 8 below, the Participant restrictions shall have, with respect to be removed from the Participant’s Restricted Stock, all requisite number of the rights of a stockholder of the Company, including the right to vote the shares, and the right to receive any dividends thereon. Shares shares of Common Stock free that are held in book entry form, and all certificates evidencing ownership of restriction under this Plan shall be electronically registered in the Participant’s name (or, if certificates are issued requisite number of shares of Common Stock shall be delivered to the Participant) promptly after, and only after, the Restriction Period shall expire without forfeiture in respect of such shares of Common Stock or after any other restrictions imposed on such shares of Common Stock by the applicable Award Agreement or other agreement have expired. Common Stock forfeited under the provisions of the Plan and the applicable Award Agreement shall be promptly returned to the Company by the forfeiting Participant (including, if applicable, any certificates for such shares). Each Award Agreement shall require that: each Participant, in connection with the issuance of a certificate for Restricted Stock, shall endorse such certificate in blank or execute a stock power in form satisfactory to the Company in blank and deliver such certificate and executed stock power to the Company. (iii) The Restriction Period, subject to Article 12 of the Plan, unless otherwise established by the Committee in the Award Agreement setting forth the terms of the Restricted Stock, shall expire upon satisfaction of the conditions set forth in the Award Agreement; such conditions may provide for vesting based on length of continuous service or such Performance Goals, as may be determined by the Committee in its sole discretion. (iv) Except as otherwise provided in the particular Award Agreement, upon Termination of Service for any reason during the Restriction Period, the nonvested shares of Restricted Stock shall be forfeited by the Participant. In the event a Participant has paid any consideration to the Company for such forfeited Restricted Stock, the Committee shall specify in the Award Agreement that either (1) the Company shall be obligated to, or (2) the Company may, in its sole discretion, elect to, pay to the Participant, as soon as practicable after the event causing forfeiture, in cash, an amount equal to the lesser of the total consideration paid by the Participant for such forfeited shares or the Fair Market Value of such forfeited shares as of the date of Termination of Service, as the Committee, in its sole discretion shall select. Upon any forfeiture, all rights of a Participant with respect to the forfeited shares of the Restricted Stock shall cease and terminate, without any further obligation on the part of the Company.

Restrictions and Conditions. Shares of (a) The Restricted Stock shall be subject to the following restrictions and conditions: (i) Subject to clauses (iii) and (iv) below, the other period of restriction with respect to shares of Restricted Stock granted hereunder (the "Restriction Period") shall begin on the date hereof, and lapse in accordance with Schedule I. Subject to the provisions of this the Plan and the terms of the particular Award Agreementsthis Agreement, during such period the Restriction Period, except as may otherwise be determined permitted by the Committee commencing on (after consideration of, among other things, any applicable securities and tax considerations) in connection with the Date of Grant Grantee's trust or the date of exercise of an Award (the “Restriction Period”)estate planning, the Participant Grantee shall not be permitted voluntarily or involuntarily to sellassign, transfer, pledge or assign otherwise encumber or dispose of shares of Restricted Stock. Except for these limitations, Stock awarded under the Committee may in its sole discretion, remove any or all of the restrictions on such Restricted Stock whenever it may determine that, by reason of changes in Applicable Laws or other changes in circumstances arising after the date of the Award, such action is appropriatePlan. (ii) Except as provided in sub-paragraph the foregoing clause (a) above or in the applicable Award Agreementi), the Participant Grantee shall have, with in respect to of the Participant’s Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the underlying shares, and the right . The Grantee shall be entitled to receive any cash dividends thereonon any shares of Restricted Stock (whether or not then subject to restrictions) which have not been forfeited. Shares Certificates for shares of Common Stock free of restriction under this Plan shall be electronically registered in the Participant’s name (or, if certificates are issued not subject to restrictions) shall be delivered to the Participant) Grantee promptly after, and only after, the Restriction Period shall expire lapse without forfeiture in respect of such shares of Common Stock or after any other restrictions imposed on such shares of Common Stock by the applicable Award Agreement or other agreement have expired. Common Stock forfeited under the provisions of the Plan and the applicable Award Agreement shall be promptly returned to the Company by the forfeiting Participant (including, if applicable, any certificates for such shares). Each Award Agreement shall require that: each Participant, in connection with the issuance of a certificate for Restricted Stock, shall endorse such certificate in blank or execute a stock power in form satisfactory to the Company in blank and deliver such certificate and executed stock power to the Company. (iii) The Subject to clause (iv) below, upon the termination of the Grantee's employment with the Company and its Affiliates for any reason by the Company and its Affiliates or by the Grantee during the Restriction Period, then all shares of Restricted Stock still subject to Article 12 of the Planrestriction shall thereupon, unless otherwise established and with no further action, be forfeited by the Committee in the Award Agreement setting forth the terms of the Restricted Stock, shall expire upon satisfaction of the conditions set forth in the Award Agreement; such conditions may provide for vesting based on length of continuous service or such Performance Goals, as may be determined by the Committee in its sole discretionGrantee. (iv) Except as otherwise provided in In the particular Award Agreement, upon Termination of Service for any reason event that during the Restriction PeriodPeriod the Grantee's employment with the Company and its Affiliates terminates (A) on account of the death or disability (as defined in the Employment Agreement) of the Grantee as contemplated by the Employment Agreement; (B) by the Company Without Cause (as defined in the Employment Agreement); or (C) by the Executive for Good Reason (as defined in the Employment Agreement) as contemplated by the Employment Agreement, then any restrictions provided herein will immediately lapse on all Restricted Stock, and the nonvested Grantee (or designee) shall own such shares free and clear of all restrictions imposed hereby, free to hold or dispose of such shares in the Grantee's (or designee's) discretion, subject to all applicable federal and state laws. (b) The Grantee shall be issued a stock certificate in respect of the shares of Restricted Stock awarded hereunder. Such certificate shall be forfeited registered in the name of the Grantee, and may include any legend which the Committee deems appropriate to reflect any restrictions on transfer provided hereunder or under the Plan, or as the Committee may otherwise deem appropriate, and, without limiting the generality of the foregoing, shall bear a legend referring to the terms, conditions, and restrictions applicable to this a Agreement, substantially in the following form: THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) OF THE ▇▇ ▇▇▇▇▇ REALTY CORP. AMENDED 1997 STOCK OPTION AND INCENTIVE PLAN, AS IT MAY BE AMENDED FROM TIME TO TIME, AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND ▇▇ ▇▇▇▇▇ REALTY CORP. COPIES OF SUCH PLAN AND AWARD AGREEMENT ARE ON FILE IN THE OFFICES OF ▇▇ ▇▇▇▇▇ REALTY CORP. AT ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. The Committee shall require that such stock certificate be held in custody by the Participant. In Company until the event restrictions hereunder shall have lapsed, and that, as a Participant has paid any consideration condition of the shares of Restricted Stock awarded hereunder, the Grantee shall deliver a stock power, endorsed in blank, relating to the shares covered by this Agreement. If and when such restrictions so lapse, such stock certificate shall be delivered by the Company for to the Grantee or his or her designee, and the Grantee (or designee) shall own such forfeited Restricted Stockshares free and clear of all restrictions imposed hereby, the Committee shall specify free to hold or dispose of such shares in the Award Agreement that either Grantee's (1or designee's) the Company shall be obligated to, or (2) the Company may, in its sole discretion, elect to, pay subject to the Participant, as soon as practicable after the event causing forfeiture, in cash, an amount equal to the lesser of the total consideration paid by the Participant for such forfeited shares or the Fair Market Value of such forfeited shares as of the date of Termination of Service, as the Committee, in its sole discretion shall select. Upon any forfeiture, all rights of a Participant with respect to the forfeited shares of the Restricted Stock shall cease applicable federal and terminate, without any further obligation on the part of the Companystate laws.

Restrictions and Conditions. Subject to the Participant’s continuous service with the Company, the Restriction Period applicable to the Restricted Shares shall lapse, and the Restricted Shares shall become vested, on the third anniversary of the Date of Grant. Except as provided in Section 3, the Restricted Shares will be forfeited if the Participant does not remain continuously in the service of the Company through the specified lapsing date set forth above. So long as the shares of Common Stock are subject to restrictions imposed under the Plan and the Agreement: (a) the shares shall be held by a custodian in book entry form with restrictions on such shares duly noted or, alternatively, a certificate or certificates representing the Award shall be registered in the Participant’s name; (b) all such certificates shall be deposited with the Company, together with stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate, which would permit transfer to the Company of all or a portion of the shares of Common Stock subject to the following restrictions and conditions:Award in the event the Award is forfeited in whole or in part; (ic) Subject the record address of the holder of record of such shares shall be care of the Secretary of the Company at the Company’s principal executive office; (d) such shares shall bear a restrictive legend, as follows: “The transferability of this certificate and the shares of stock represented hereby are subject to the other provisions terms and conditions (including forfeiture) of this the DineEquity, Inc. 2016 Stock Incentive Plan and a Restricted Stock Award Agreement entered into between the terms registered owner and DineEquity, Inc. Copies of such Plan and Agreement are on file in the offices of DineEquity, Inc.”; (e) such shares shall bear any additional legend which may be required pursuant to Section 5.6 of the particular Award Agreements, during such period as may be determined by the Committee commencing on the Date of Grant or the date of exercise of an Award Plan; and (the “Restriction Period”), f) the Participant shall not be permitted to sell, transfer, pledge or assign shares the shares, except as described in Section 4 below. As of Restricted Stock. Except for these limitations, the Committee may in its sole discretion, remove any or all of the restrictions on such Restricted Stock whenever it may determine that, by reason of changes in Applicable Laws or other changes in circumstances arising after the each lapsing date of the Award, such action is appropriate. (ii) Except as provided in sub-paragraph (a) set forth above or in the applicable Award AgreementSection 3, the Participant restrictions shall have, with respect to be removed from the Participant’s Restricted Stock, all requisite number of the rights of a stockholder of the Company, including the right to vote the shares, and the right to receive any dividends thereon. Shares shares of Common Stock free that are held in book entry form, and all certificates evidencing ownership of restriction under this Plan shall be electronically registered in the Participant’s name (or, if certificates are issued requisite number of shares of Common Stock shall be delivered to the Participant) promptly after, and only after, the Restriction Period shall expire without forfeiture in respect of such shares of Common Stock or after any other restrictions imposed on such shares of Common Stock by the applicable Award Agreement or other agreement have expired. Common Stock forfeited under the provisions of the Plan and the applicable Award Agreement shall be promptly returned to the Company by the forfeiting Participant (including, if applicable, any certificates for such shares). Each Award Agreement shall require that: each Participant, in connection with the issuance of a certificate for Restricted Stock, shall endorse such certificate in blank or execute a stock power in form satisfactory to the Company in blank and deliver such certificate and executed stock power to the Company. (iii) The Restriction Period, subject to Article 12 of the Plan, unless otherwise established by the Committee in the Award Agreement setting forth the terms of the Restricted Stock, shall expire upon satisfaction of the conditions set forth in the Award Agreement; such conditions may provide for vesting based on length of continuous service or such Performance Goals, as may be determined by the Committee in its sole discretion. (iv) Except as otherwise provided in the particular Award Agreement, upon Termination of Service for any reason during the Restriction Period, the nonvested shares of Restricted Stock shall be forfeited by the Participant. In the event a Participant has paid any consideration to the Company for such forfeited Restricted Stock, the Committee shall specify in the Award Agreement that either (1) the Company shall be obligated to, or (2) the Company may, in its sole discretion, elect to, pay to the Participant, as soon as practicable after the event causing forfeiture, in cash, an amount equal to the lesser of the total consideration paid by the Participant for such forfeited shares or the Fair Market Value of such forfeited shares as of the date of Termination of Service, as the Committee, in its sole discretion shall select. Upon any forfeiture, all rights of a Participant with respect to the forfeited shares of the Restricted Stock shall cease and terminate, without any further obligation on the part of the Company.

Restrictions and Conditions. Subject to the Participant’s continuous employment with the Company, the Restriction Period applicable to the Restricted Shares shall lapse, and the Restricted Shares shall become vested as to one-third (1/3) of the Restricted Stock shall be Shares subject to the following Award on each of the first, second and third anniversaries of the Date of Grant. Except as provided in Section 3, the Restricted Shares will be forfeited as to the unvested portion of the Award if the Participant does not remain continuously in the employment of the Company through the specified lapsing dates set forth above. So long as the shares of Common Stock are subject to restrictions imposed under the Plan and conditionsthe Agreement: (ia) Subject the shares shall be held by a custodian in book entry form with restrictions on such shares duly noted or, alternatively, a certificate or certificates representing the Award shall be registered in the Participant’s name; (b) all such certificates shall be deposited with the Company, together with stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate, which would permit transfer to the other provisions Company of all or a portion of the shares of Common Stock subject to the Award in the event the Award is forfeited in whole or in part; (c) the record address of the holder of record of such shares shall be care of the Secretary of the Company at the Company’s principal executive office; (d) such shares shall bear a restrictive legend, as follows: “The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Dine Brands Global, Inc. 2019 Stock Incentive Plan and a Restricted Stock Award Agreement entered into between the terms registered owner and Dine Brands Global, Inc. Copies of such Plan and Agreement are on file in the offices of Dine Brands Global, Inc.”; (e) such shares shall bear any additional legend which may be required pursuant to Section 5.6 of the particular Award Agreements, during such period as may be determined by the Committee commencing on the Date of Grant or the date of exercise of an Award Plan; and (the “Restriction Period”), f) the Participant shall not be permitted to sell, transfer, pledge or assign shares the shares, except as described in Section 4 below. As of Restricted Stock. Except for these limitations, the Committee may in its sole discretion, remove any or all of the restrictions on such Restricted Stock whenever it may determine that, by reason of changes in Applicable Laws or other changes in circumstances arising after the each lapsing date of the Award, such action is appropriate. (ii) Except as provided in sub-paragraph (a) set forth above or in Section 3, subject to the applicable Award AgreementCompany’s right to require payment of any taxes as described in Section 8 below, the Participant restrictions shall have, with respect to be removed from the Participant’s Restricted Stock, all requisite number of the rights of a stockholder of the Company, including the right to vote the shares, and the right to receive any dividends thereon. Shares shares of Common Stock free that are held in book entry form, and all certificates evidencing ownership of restriction under this Plan shall be electronically registered in the Participant’s name (or, if certificates are issued requisite number of shares of Common Stock shall be delivered to the Participant) promptly after, and only after, the Restriction Period shall expire without forfeiture in respect of such shares of Common Stock or after any other restrictions imposed on such shares of Common Stock by the applicable Award Agreement or other agreement have expired. Common Stock forfeited under the provisions of the Plan and the applicable Award Agreement shall be promptly returned to the Company by the forfeiting Participant (including, if applicable, any certificates for such shares). Each Award Agreement shall require that: each Participant, in connection with the issuance of a certificate for Restricted Stock, shall endorse such certificate in blank or execute a stock power in form satisfactory to the Company in blank and deliver such certificate and executed stock power to the Company. (iii) The Restriction Period, subject to Article 12 of the Plan, unless otherwise established by the Committee in the Award Agreement setting forth the terms of the Restricted Stock, shall expire upon satisfaction of the conditions set forth in the Award Agreement; such conditions may provide for vesting based on length of continuous service or such Performance Goals, as may be determined by the Committee in its sole discretion. (iv) Except as otherwise provided in the particular Award Agreement, upon Termination of Service for any reason during the Restriction Period, the nonvested shares of Restricted Stock shall be forfeited by the Participant. In the event a Participant has paid any consideration to the Company for such forfeited Restricted Stock, the Committee shall specify in the Award Agreement that either (1) the Company shall be obligated to, or (2) the Company may, in its sole discretion, elect to, pay to the Participant, as soon as practicable after the event causing forfeiture, in cash, an amount equal to the lesser of the total consideration paid by the Participant for such forfeited shares or the Fair Market Value of such forfeited shares as of the date of Termination of Service, as the Committee, in its sole discretion shall select. Upon any forfeiture, all rights of a Participant with respect to the forfeited shares of the Restricted Stock shall cease and terminate, without any further obligation on the part of the Company.

Restrictions and Conditions. Shares of The following conditions and restrictions shall apply to the Restricted Stock: (a) Except as otherwise provided in this Agreement, the Restricted Stock and any Dividends shall be subject held by the Corporation until released to the Participant in accordance with the terms of the Plan and this Agreement. The Restricted Stock and any Dividends shall only be released to Participant following restrictions the conclusion of the Measurement Period, and conditionsonly to the extent the Committee determines, in its sole discretion, that the following performance measures have been met or exceeded: (i) Subject as set forth on Appendix A (the "Internal Performance Measures"); provided that the Committee, in its sole discretion, may reduce the number of shares of Restricted Stock (including down to zero) which would otherwise be released based upon any other performance factors, (ii) as set forth in Appendix B (the "Index Banks Performance Measures"); provided that the Committee, in its sole discretion, may reduce the number of shares of Restricted Stock (including down to zero) which would otherwise be released based upon any other provisions of this Plan and performance factors, or (iii) as set forth in Appendix C (the terms of the particular Award Agreements, during such period as may be determined by "Return on Equity Performance Measure") provided that the Committee commencing on in its sole discretion, may reduce the Date number of Grant or shares of Restricted Stock (including down to zero) which would otherwise be released based upon any other performance factors. In applying the date of exercise of an Award (the “Restriction Period”)above, the Appendix providing the highest award shall be used. (b) The Participant shall not be permitted to sell, transfer, pledge or assign any portion of the Restricted Stock except as specifically permitted by the Plan and this Agreement. (c) Any certificates evidencing shares of Restricted Stock. Except for these limitations, Stock issued in the Committee may in its sole discretion, remove any or all name of the restrictions on Participant or any evidence of such share ownership entered upon the stock records of the Corporation maintained by its transfer agent shall bear a legend or other appropriate restriction substantially of the following substance: "The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Compass Bancshares, Inc., 2002 Incentive Compensation Plan and a Restricted Stock whenever it may determine that, by reason of changes in Applicable Laws or other changes in circumstances arising after the date of the Award, such action is appropriate. (ii) Except as provided in sub-paragraph (a) above or in the applicable Award Agreement, dated _______________, 2005, entered into between the Participant shall have, with respect to registered owner and the Participant’s Restricted Stock, all Corporation. Copies of such Plan and Agreement are on file in the offices of the rights of a stockholder of Corporation, ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇." Certificates evidencing the Company, including the right to vote the shares, and the right to receive any dividends thereon. Shares of Common Stock free of restriction under this Plan shall be electronically registered in the Participant’s name (or, if certificates are issued shall be delivered to the Participant) promptly after, and only after, the Restriction Period shall expire without forfeiture in respect of such shares of Common Stock or after any other restrictions imposed on such shares of Common Stock by the applicable Award Agreement or other agreement have expired. Common Stock forfeited under the provisions of the Plan and the applicable Award Agreement shall be promptly returned to the Company by the forfeiting Participant (including, if applicable, any certificates for such shares). Each Award Agreement shall require that: each Participant, in connection with the issuance of a certificate for Restricted Stock, shall endorse such certificate in blank or execute a stock power in form satisfactory to the Company in blank and deliver such certificate and executed stock power to the Company. (iii) The Restriction Period, subject to Article 12 of the Plan, unless otherwise established by the Committee in the Award Agreement setting forth the terms of the Restricted Stock, shall expire upon satisfaction of the conditions set forth in the Award Agreement; such conditions may provide for vesting based on length of continuous service or such Performance Goals, as may be determined by the Committee in its sole discretion. (iv) Except as otherwise provided in the particular Award Agreement, upon Termination of Service for any reason during the Restriction Period, the nonvested shares of Restricted Stock shall be forfeited held in custody by the Participant. In Corporation until the event shares have been released, and the Participant shall deliver a Participant has paid any consideration stock power, endorsed in blank, relating to the Company for such forfeited Restricted Stock, Stock simultaneously with the Committee shall specify in the Award execution of this Agreement that either or as requested hereafter. (1d) the Company shall be obligated to, or (2) the Company may, in its sole discretion, elect to, pay If Participant's employment terminates prior to the Participant, as soon as practicable after the event causing forfeiture, in cash, an amount equal to the lesser conclusion of the total consideration paid by the Participant for such forfeited shares Measurement Period, (other than through Normal Retirement or the Fair Market Value of such forfeited shares as Early Retirement, Death or Disability or Sale of the date of Termination of ServiceCorporation), as the Committee, in its sole discretion shall select. Upon any forfeiture, all rights of a Participant with respect to the forfeited shares of the Restricted Stock shall cease and terminate, without any further obligation on the part of the Companybe forfeited.

Restrictions and Conditions. Subject to the Participant’s continuous employment with the Company, the Restriction Period applicable to the Restricted Shares shall lapse, and the Restricted Shares shall become vested as to one-fourth (1/4) of the Restricted Stock shall be Shares subject to the following Award on each of the first, second, third and fourth anniversaries of the Date of Grant. Except as provided in Section 3, the Restricted Shares will be forfeited as to the unvested portion of the Award if the Participant does not remain continuously in the employment of the Company through the specified lapsing dates set forth above. So long as the shares of Common Stock are subject to restrictions imposed under the Plan and conditionsthe Agreement: (ia) Subject the shares shall be held by a custodian in book entry form with restrictions on such shares duly noted or, alternatively, a certificate or certificates representing the Award shall be registered in the Participant’s name; (b) all such certificates shall be deposited with the Company, together with stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate, which would permit transfer to the other provisions Company of all or a portion of the shares of Common Stock subject to the Award in the event the Award is forfeited in whole or in part; (c) the record address of the holder of record of such shares shall be care of the Secretary of the Company at the Company’s principal executive office; (d) such shares shall bear a restrictive legend, as follows: “The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the DineEquity, Inc. 2016 Stock Incentive Plan and a Restricted Stock Award Agreement entered into between the terms registered owner and DineEquity, Inc. Copies of such Plan and Agreement are on file in the offices of DineEquity, Inc.”; (e) such shares shall bear any additional legend which may be required pursuant to Section 5.6 of the particular Award Agreements, during such period as may be determined by the Committee commencing on the Date of Grant or the date of exercise of an Award Plan; and (the “Restriction Period”), f) the Participant shall not be permitted to sell, transfer, pledge or assign shares the shares, except as described in Section 4 below. As of Restricted Stock. Except for these limitations, the Committee may in its sole discretion, remove any or all of the restrictions on such Restricted Stock whenever it may determine that, by reason of changes in Applicable Laws or other changes in circumstances arising after the each lapsing date of the Award, such action is appropriate. (ii) Except as provided in sub-paragraph (a) set forth above or in Section 3, subject to the applicable Award AgreementCompany’s right to require payment of any taxes as described in Section 8 below, the Participant restrictions shall have, with respect to be removed from the Participant’s Restricted Stock, all requisite number of the rights of a stockholder of the Company, including the right to vote the shares, and the right to receive any dividends thereon. Shares shares of Common Stock free that are held in book entry form, and all certificates evidencing ownership of restriction under this Plan shall be electronically registered in the Participant’s name (or, if certificates are issued requisite number of shares of Common Stock shall be delivered to the Participant) promptly after, and only after, the Restriction Period shall expire without forfeiture in respect of such shares of Common Stock or after any other restrictions imposed on such shares of Common Stock by the applicable Award Agreement or other agreement have expired. Common Stock forfeited under the provisions of the Plan and the applicable Award Agreement shall be promptly returned to the Company by the forfeiting Participant (including, if applicable, any certificates for such shares). Each Award Agreement shall require that: each Participant, in connection with the issuance of a certificate for Restricted Stock, shall endorse such certificate in blank or execute a stock power in form satisfactory to the Company in blank and deliver such certificate and executed stock power to the Company. (iii) The Restriction Period, subject to Article 12 of the Plan, unless otherwise established by the Committee in the Award Agreement setting forth the terms of the Restricted Stock, shall expire upon satisfaction of the conditions set forth in the Award Agreement; such conditions may provide for vesting based on length of continuous service or such Performance Goals, as may be determined by the Committee in its sole discretion. (iv) Except as otherwise provided in the particular Award Agreement, upon Termination of Service for any reason during the Restriction Period, the nonvested shares of Restricted Stock shall be forfeited by the Participant. In the event a Participant has paid any consideration to the Company for such forfeited Restricted Stock, the Committee shall specify in the Award Agreement that either (1) the Company shall be obligated to, or (2) the Company may, in its sole discretion, elect to, pay to the Participant, as soon as practicable after the event causing forfeiture, in cash, an amount equal to the lesser of the total consideration paid by the Participant for such forfeited shares or the Fair Market Value of such forfeited shares as of the date of Termination of Service, as the Committee, in its sole discretion shall select. Upon any forfeiture, all rights of a Participant with respect to the forfeited shares of the Restricted Stock shall cease and terminate, without any further obligation on the part of the Company.

Restrictions and Conditions. Subject to the Participant’s continuous employment with the Company, the Restriction Period applicable to the Restricted Shares shall lapse, and the Restricted Shares shall become vested as to one-half of the Restricted Stock shall be Shares subject to the following Award on each of the first and second anniversaries of the Date of Grant. Except as provided in Section 3, the Restricted Shares will be forfeited as to the unvested portion of the Award if the Participant does not remain continuously in the employment of the Company through the specified lapsing dates set forth above. So long as the shares of Common Stock are subject to restrictions imposed under the Plan and conditionsthe Agreement: (ia) Subject the shares shall be held by a custodian in book entry form with restrictions on such shares duly noted or, alternatively, a certificate or certificates representing the Award shall be registered in the Participant’s name; (b) all such certificates shall be deposited with the Company, together with stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate, which would permit transfer to the other provisions Company of all or a portion of the shares of Common Stock subject to the Award in the event the Award is forfeited in whole or in part; (c) the record address of the holder of record of such shares shall be care of the Secretary of the Company at the Company’s principal executive office; (d) such shares shall bear a restrictive legend, as follows: “The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the DineEquity, Inc. 2016 Stock Incentive Plan and a Restricted Stock Award Agreement entered into between the terms registered owner and DineEquity, Inc. Copies of such Plan and Agreement are on file in the offices of DineEquity, Inc.”; (e) such shares shall bear any additional legend which may be required pursuant to Section 5.6 of the particular Award Agreements, during such period as may be determined by the Committee commencing on the Date of Grant or the date of exercise of an Award Plan; and (the “Restriction Period”), f) the Participant shall not be permitted to sell, transfer, pledge or assign shares the shares, except as described in Section 4 below. As of Restricted Stock. Except for these limitations, the Committee may in its sole discretion, remove any or all of the restrictions on such Restricted Stock whenever it may determine that, by reason of changes in Applicable Laws or other changes in circumstances arising after the each lapsing date of the Award, such action is appropriate. (ii) Except as provided in sub-paragraph (a) set forth above or in Section 3, subject to the applicable Award AgreementCompany’s right to require payment of any taxes as described in Section 8 below, the Participant restrictions shall have, with respect to be removed from the Participant’s Restricted Stock, all requisite number of the rights of a stockholder of the Company, including the right to vote the shares, and the right to receive any dividends thereon. Shares shares of Common Stock free that are held in book entry form, and all certificates evidencing ownership of restriction under this Plan shall be electronically registered in the Participant’s name (or, if certificates are issued requisite number of shares of Common Stock shall be delivered to the Participant) promptly after, and only after, the Restriction Period shall expire without forfeiture in respect of such shares of Common Stock or after any other restrictions imposed on such shares of Common Stock by the applicable Award Agreement or other agreement have expired. Common Stock forfeited under the provisions of the Plan and the applicable Award Agreement shall be promptly returned to the Company by the forfeiting Participant (including, if applicable, any certificates for such shares). Each Award Agreement shall require that: each Participant, in connection with the issuance of a certificate for Restricted Stock, shall endorse such certificate in blank or execute a stock power in form satisfactory to the Company in blank and deliver such certificate and executed stock power to the Company. (iii) The Restriction Period, subject to Article 12 of the Plan, unless otherwise established by the Committee in the Award Agreement setting forth the terms of the Restricted Stock, shall expire upon satisfaction of the conditions set forth in the Award Agreement; such conditions may provide for vesting based on length of continuous service or such Performance Goals, as may be determined by the Committee in its sole discretion. (iv) Except as otherwise provided in the particular Award Agreement, upon Termination of Service for any reason during the Restriction Period, the nonvested shares of Restricted Stock shall be forfeited by the Participant. In the event a Participant has paid any consideration to the Company for such forfeited Restricted Stock, the Committee shall specify in the Award Agreement that either (1) the Company shall be obligated to, or (2) the Company may, in its sole discretion, elect to, pay to the Participant, as soon as practicable after the event causing forfeiture, in cash, an amount equal to the lesser of the total consideration paid by the Participant for such forfeited shares or the Fair Market Value of such forfeited shares as of the date of Termination of Service, as the Committee, in its sole discretion shall select. Upon any forfeiture, all rights of a Participant with respect to the forfeited shares of the Restricted Stock shall cease and terminate, without any further obligation on the part of the Company.

Restrictions and Conditions. Subject to the Participant’s continuous employment with the Company, the Restriction Period applicable to the Restricted Shares shall lapse, and the Restricted Shares shall become vested as to one-fourth (1/4) of the Restricted Stock shall be Shares subject to the following Award on each of the first, second, third and fourth anniversaries of the Date of Grant. Except as provided in Section 3, the Restricted Shares will be forfeited as to the unvested portion of the Award if the Participant does not remain continuously in the employment of the Company through the specified lapsing dates set forth above. So long as the shares of Common Stock are subject to restrictions imposed under the Plan and conditionsthe Agreement: (ia) Subject the shares shall be held by a custodian in book entry form with restrictions on such shares duly noted or, alternatively, a certificate or certificates representing the Award shall be registered in the Participant’s name; (b) all such certificates shall be deposited with the Company, together with stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate, which would permit transfer to the other provisions Company of all or a portion of the shares of Common Stock subject to the Award in the event the Award is forfeited in whole or in part; (c) the record address of the holder of record of such shares shall be care of the Secretary of the Company at the Company’s principal executive office; (d) such shares shall bear a restrictive legend, as follows: “The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the DineEquity, Inc. 2011 Stock Incentive Plan, as amended, and a Restricted Stock Award Agreement entered into between the registered owner and DineEquity, Inc. Copies of such Plan and Agreement are on file in the terms offices of DineEquity, Inc.”; (e) such shares shall bear any additional legend which may be required pursuant to Section 5.6 of the particular Award Agreements, during such period as may be determined by the Committee commencing on the Date of Grant or the date of exercise of an Award Plan; and (the “Restriction Period”), f) the Participant shall not be permitted to sell, transfer, pledge or assign shares the shares, except as described in Section 4 below. As of Restricted Stock. Except for these limitations, the Committee may in its sole discretion, remove any or all of the restrictions on such Restricted Stock whenever it may determine that, by reason of changes in Applicable Laws or other changes in circumstances arising after the each lapsing date of the Award, such action is appropriate. (ii) Except as provided in sub-paragraph (a) set forth above or in Section 3, subject to the applicable Award AgreementCompany’s right to require payment of any taxes as described in Section 8 below, the Participant restrictions shall have, with respect to be removed from the Participant’s Restricted Stock, all requisite number of the rights of a stockholder of the Company, including the right to vote the shares, and the right to receive any dividends thereon. Shares shares of Common Stock free that are held in book entry form, and all certificates evidencing ownership of restriction under this Plan shall be electronically registered in the Participant’s name (or, if certificates are issued requisite number of shares of Common Stock shall be delivered to the Participant) promptly after, and only after, the Restriction Period shall expire without forfeiture in respect of such shares of Common Stock or after any other restrictions imposed on such shares of Common Stock by the applicable Award Agreement or other agreement have expired. Common Stock forfeited under the provisions of the Plan and the applicable Award Agreement shall be promptly returned to the Company by the forfeiting Participant (including, if applicable, any certificates for such shares). Each Award Agreement shall require that: each Participant, in connection with the issuance of a certificate for Restricted Stock, shall endorse such certificate in blank or execute a stock power in form satisfactory to the Company in blank and deliver such certificate and executed stock power to the Company. (iii) The Restriction Period, subject to Article 12 of the Plan, unless otherwise established by the Committee in the Award Agreement setting forth the terms of the Restricted Stock, shall expire upon satisfaction of the conditions set forth in the Award Agreement; such conditions may provide for vesting based on length of continuous service or such Performance Goals, as may be determined by the Committee in its sole discretion. (iv) Except as otherwise provided in the particular Award Agreement, upon Termination of Service for any reason during the Restriction Period, the nonvested shares of Restricted Stock shall be forfeited by the Participant. In the event a Participant has paid any consideration to the Company for such forfeited Restricted Stock, the Committee shall specify in the Award Agreement that either (1) the Company shall be obligated to, or (2) the Company may, in its sole discretion, elect to, pay to the Participant, as soon as practicable after the event causing forfeiture, in cash, an amount equal to the lesser of the total consideration paid by the Participant for such forfeited shares or the Fair Market Value of such forfeited shares as of the date of Termination of Service, as the Committee, in its sole discretion shall select. Upon any forfeiture, all rights of a Participant with respect to the forfeited shares of the Restricted Stock shall cease and terminate, without any further obligation on the part of the Company.

Restrictions and Conditions. Shares of The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions: (ia) Subject to clauses (c) and (d) below, the other provisions period of this Plan and the terms of the particular Award Agreements, during such period as may be determined by the Committee commencing on the Date of Grant or the date of exercise of an Award restriction with respect to Shares granted hereunder (the “Restriction Period”)) shall begin on the date hereof and lapse in accordance with the following vesting schedule: 4) For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Participant Restriction Period with respect to such Shares shall only lapse as to whole Shares. Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge pledge, anticipate, alienate, encumber or assign shares Shares of Restricted Stock. Except for these limitations, Stock awarded under the Committee may in its sole discretion, remove any Plan (or all of the restrictions on have such Restricted Stock whenever it may determine that, by reason of changes in Applicable Laws Shares attached or other changes in circumstances arising after the date of the Award, such action is appropriategarnished). (iib) Except as provided in sub-paragraph the foregoing clause (a), below in this clause (b) above or in the applicable Award AgreementPlan, the Participant Grantee shall have, with in respect to of the Participant’s Shares of Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the sharesShares; provided, however, that cash dividends on such Shares shall, unless otherwise provided by the Committee in this Agreement, be held by the Company (unsegregated as a part of its general assets) until the Restriction Period lapses (and forfeited if the underlying Shares are forfeited), and paid over to the right Grantee as soon as practicable after the Restriction Period lapses (if not forfeited). Certificates for Shares (not subject to receive any dividends thereon. Shares of Common Stock free of restriction under this Plan shall be electronically registered in the Participant’s name (or, if certificates are issued restrictions) shall be delivered to the Participant) Grantee promptly after, and only after, such Shares have vested (i.e., the Restriction Period shall expire lapse with respect thereto) without forfeiture in respect of such shares of Common Stock or after any other restrictions imposed on such shares of Common Stock by the applicable Award Agreement or other agreement have expired. Common Stock forfeited under the provisions of the Plan and the applicable Award Agreement shall be promptly returned to the Company by the forfeiting Participant (including, if applicable, any certificates for such shares). Each Award Agreement shall require that: each Participant, in connection with the issuance of a certificate for Restricted Stock, shall endorse such certificate in blank or execute a stock power in form satisfactory to the Company in blank and deliver such certificate and executed stock power to the CompanyShares. (iiic) The Restriction Period, subject Subject to Article 12 of the Plan, unless otherwise established by the Committee in the Award Agreement setting forth the terms of the Restricted Stock, shall expire upon satisfaction of the conditions set forth in the Award Agreement; such conditions may provide for vesting based on length of continuous service or such Performance Goals, as may be determined by the Committee in its sole discretion. clause (ivd) Except as otherwise provided in the particular Award Agreementbelow, upon the Grantee’s Termination of Service for Cause or by the Grantee’s termination for any reason other than his or her death, Retirement or Disability, during the Restriction Period, the nonvested shares of Restricted Stock then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Participant. Grantee. (d) In the event the Grantee’s has a Participant has paid any consideration to Termination of Service on account of death, Disability or Retirement or on account of Termination of Service by the Company for such forfeited any reason other than for Cause, during the Restriction Period, then restrictions under the Plan will immediately lapse on all Restricted Stock, the Committee shall specify in the Award Agreement that either (1) the Company shall be obligated to, or (2) the Company may, in its sole discretion, elect to, pay to the Participant, as soon as practicable after the event causing forfeiture, in cash, an amount equal to the lesser of the total consideration paid by the Participant for such forfeited shares or the Fair Market Value of such forfeited shares as of the date of Termination of Service, as the Committee, in its sole discretion shall select. Upon any forfeiture, all rights of a Participant with respect to the forfeited shares of the Restricted Stock shall cease and terminate, without any further obligation on the part of the Company.

Restrictions and Conditions. Shares of The following conditions and restrictions shall apply to the Restricted Stock: (a) Except as otherwise provided in this Agreement, the Restricted Stock and any Dividends shall be subject held by the Corporation until released to the Participant in accordance with the terms of the Plan and this Agreement. The Restricted Stock and any Dividends shall be released to Participant following restrictions and conditionsthe conclusion of the Measurement Period, to the extent that the following performance measures have been met or exceeded: (i) Subject to the other provisions of this Plan and the terms of the particular Award Agreements, during such period as may be determined by the Committee commencing set forth on the Date of Grant or the date of exercise of an Award Appendix A (the “Restriction PeriodInternal Performance Measures”), (ii) as set forth in Appendix B (the “Index Banks Performance Measures”), or (iii) as set forth in Appendix C (the “Return on Equity Performance Measure”). In applying the above, the Appendix providing the highest award shall be used. (b) The Participant shall not be permitted to sell, transfer, pledge or assign any portion of the Restricted Stock except as specifically permitted by the Plan and this Agreement. (c) Any certificates evidencing shares of Restricted Stock. Except for these limitations, Stock issued in the Committee may in its sole discretion, remove any or all name of the restrictions on Participant or any evidence of such share ownership entered upon the stock records of the Corporation maintained by its transfer agent shall bear a legend or other appropriate restriction substantially of the following substance: “The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Compass Bancshares, Inc., ___ Incentive Compensation Plan and a Restricted Stock whenever it may determine that, by reason of changes in Applicable Laws or other changes in circumstances arising after the date of the Award, such action is appropriate. (ii) Except as provided in sub-paragraph (a) above or in the applicable Award Agreement, dated ___, 200___, entered into between the Participant shall have, with respect to registered owner and the Participant’s Restricted Stock, all Corporation. Copies of such Plan and Agreement are on file in the offices of the rights of a stockholder of Corporation, 1▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇.” Certificates evidencing the Company, including the right to vote the shares, and the right to receive any dividends thereon. Shares of Common Stock free of restriction under this Plan shall be electronically registered in the Participant’s name (or, if certificates are issued shall be delivered to the Participant) promptly after, and only after, the Restriction Period shall expire without forfeiture in respect of such shares of Common Stock or after any other restrictions imposed on such shares of Common Stock by the applicable Award Agreement or other agreement have expired. Common Stock forfeited under the provisions of the Plan and the applicable Award Agreement shall be promptly returned to the Company by the forfeiting Participant (including, if applicable, any certificates for such shares). Each Award Agreement shall require that: each Participant, in connection with the issuance of a certificate for Restricted Stock, shall endorse such certificate in blank or execute a stock power in form satisfactory to the Company in blank and deliver such certificate and executed stock power to the Company. (iii) The Restriction Period, subject to Article 12 of the Plan, unless otherwise established by the Committee in the Award Agreement setting forth the terms of the Restricted Stock, shall expire upon satisfaction of the conditions set forth in the Award Agreement; such conditions may provide for vesting based on length of continuous service or such Performance Goals, as may be determined by the Committee in its sole discretion. (iv) Except as otherwise provided in the particular Award Agreement, upon Termination of Service for any reason during the Restriction Period, the nonvested shares of Restricted Stock shall be forfeited held in custody by the Participant. In Corporation until the event shares have been released, and the Participant shall deliver a Participant has paid any consideration stock power, endorsed in blank, relating to the Company for such forfeited Restricted Stock, Stock simultaneously with the Committee shall specify in the Award execution of this Agreement that either or as requested hereafter. (1d) the Company shall be obligated to, or (2) the Company may, in its sole discretion, elect to, pay If Participant’s employment terminates prior to the Participant, as soon as practicable after the event causing forfeiture, in cash, an amount equal to the lesser conclusion of the total consideration paid by the Participant for such forfeited shares Measurement Period (other than through Normal Retirement or the Fair Market Value of such forfeited shares as Early Retirement, Death or Disability or Sale of the date of Termination of ServiceCorporation), as the Committee, in its sole discretion shall select. Upon any forfeiture, all rights of a Participant with respect to the forfeited shares of the Restricted Stock shall cease and terminate, without any further obligation on the part of the Companybe forfeited.

Restrictions and Conditions. Shares of (a) The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions: (i) Subject to clauses (a)(iv) and (a)(v) below, the other provisions period of this Plan and the terms restriction with respect to shares of the particular Award Agreements, during such period as may be determined by the Committee commencing on the Date of Grant or the date of exercise of an Award Restricted Stock granted hereunder (the “Restriction Period”)) shall begin on the Grant Date and lapse in accordance with Exhibit A. Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Participant shares shall be subject to forfeiture as described herein and the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge pledge, anticipate, alienate, encumber or assign shares of Restricted Stock. Except for these limitations, the Committee may in its sole discretion, remove any Shares (or all of the restrictions on have such Restricted Stock whenever it may determine that, by reason of changes in Applicable Laws Shares attached or other changes in circumstances arising after the date of the Award, such action is appropriategarnished). (ii) Except as provided in sub-paragraph the foregoing clause (aa)(i) above or in the applicable Award AgreementPlan, the Participant Grantee shall have, with in respect to of the Participant’s Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the shares, Shares and the right to receive any dividends thereon(unless the underlying Shares are forfeited). Certificates (or other applicable evidence of ownership) for Shares of Common Stock free of restriction under this Plan shall be electronically registered in the Participant’s name (or, if certificates are issued shall be delivered to the Participant) Grantee or his designee promptly after, and only after, the Restriction Period shall expire lapse without forfeiture in respect of such shares of Common Stock or after any other restrictions imposed on such shares of Common Stock by the applicable Award Agreement or other agreement have expired. Common Stock forfeited under the provisions of the Plan and the applicable Award Agreement shall be promptly returned to the Company by the forfeiting Participant (including, if applicable, any certificates for such shares). Each Award Agreement shall require that: each Participant, in connection with the issuance of a certificate for Restricted Stock, shall endorse such certificate in blank or execute a stock power in form satisfactory to the Company in blank and deliver such certificate and executed stock power to the Company. (iii) The Restriction PeriodIf, subject to Article 12 of the Plan, unless otherwise established by the Committee in the Award Agreement setting forth the terms of the Restricted Stock, shall expire upon satisfaction of the conditions set forth in the Award Agreement; such conditions may provide for vesting based on length of continuous service or such Performance Goals, as may be determined by the Committee in its sole discretion. (iv) Except as otherwise provided in the particular Award Agreement, upon Termination of Service for any reason during the Restriction Period, the nonvested Grantee has a Termination of Service on account of death or Disability, by the Company and its affiliates for Cause or by the Grantee for any reason, then all shares of Restricted Stock shall thereupon, and with no further action, be forfeited by the Participant. Grantee, and neither the Grantee nor his successors, heirs, assigns or personal representatives will thereafter have any further rights or interests in such Restricted Stock. (iv) In the event the Grantee has a Participant has paid any consideration to Termination of Service by the Company and its affiliates for such forfeited any reason other than Cause, (A) on or prior to December 31, 2011, the Restriction Period shall immediately lapse as to 83,830 shares of Restricted Stock, and the Restriction Period may lapse as to up to an additional 27,943 shares of Restricted Stock as determined by the Board based upon the Board’s evaluation of the Executive’s progress towards the achievement of performance goals/measures (as set forth on Exhibit A) as of his date of termination; (B) between January 1, 2012 and December 31, 2012, the Restriction Period shall immediately lapse as to 111,774 shares of Restricted Stock, and the Restriction Period may lapse as to up to an additional 111,774 shares of Restricted Stock as determined by the Board based upon the Board’s evaluation of the Executive’s progress towards the achievement of performance goals/measures (as set forth on Exhibit A) as of his date of termination; and (C) between January 1, 2013 and December 31, 2013, the Restriction Period shall immediately lapse as to 111,774 shares of Restricted Stock, and the Restriction Period may lapse as to up to an additional 335,320 shares of Restricted Stock as determined by the Board based upon the Board’s evaluation of the Executive’s progress towards the achievement of performance goals/measures (as set forth on Exhibit A) as of his date of termination. For the avoidance of doubt, any Shares not vested in accordance with the foregoing shall thereupon, and with no further action, be forfeited by the Grantee, and neither the Grantee nor his successors, heirs, assigns or personal representatives will thereafter have any further rights or interests in such Restricted Stock. (v) In the event of a Change in Control of the Company (regardless of whether a termination follows thereafter), during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee hereunder. (vi) Cessation of service as an employee shall not be treated as a Termination of Service for purposes of this paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Board, and the termination of such successor service shall be treated as the applicable termination. (b) The Grantee may be issued a stock certificate or other evidence of ownership in respect of the Shares of Restricted Stock awarded hereunder. Any such certificate shall be registered in the name of the Grantee, and may include any legend which the Committee deems appropriate to reflect any restrictions on transfer provided hereunder or under the Plan, or as the Committee may otherwise deem appropriate, and, without limiting the generality of the foregoing, shall specify bear a legend referring to the terms, conditions, and restrictions applicable to this Agreement, substantially in the Award Agreement following form: THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) OF THE ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ INC. 2010 LONG TERM INCENTIVE COMPENSATION PLAN, AS IT MAY BE AMENDED FROM TIME TO TIME, AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ INC. COPIES OF SUCH PLAN AND AWARD AGREEMENT ARE ON FILE IN THE OFFICES OF ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ INC., AT ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ DRIVE, SUITE 300, CHARLOTTE, NORTH CAROLINA 28209-4670. The Committee shall require that either (1) any such stock certificate or other evidence of ownership issued be held in custody by the Company until the restrictions hereunder shall have lapsed. If and when such restrictions so lapse, such stock certificate shall be obligated to, or (2) delivered by the Company may, in its sole discretion, elect to, pay to the Participant, as soon as practicable after the event causing forfeiture, in cash, an amount equal to the lesser of the total consideration paid by the Participant for such forfeited shares Grantee or the Fair Market Value of such forfeited shares as of the date of Termination of Service, as the Committee, in its sole discretion shall select. Upon any forfeiture, all rights of a Participant with respect to the forfeited shares of the Restricted Stock shall cease and terminate, without any further obligation on the part of the Companyhis or her designee.

Restrictions and Conditions. Subject to the Participant’s continuous employment with the Company, the Restriction Period applicable to the Restricted Shares shall lapse, and the Restricted Shares shall become vested, on [ ]. Except as provided in Section 3, the Restricted Shares will be forfeited if the Participant does not remain continuously in the employment of Restricted the Company through the specified lapsing date set forth above. So long as the shares of Common Stock are subject to restrictions imposed under the Plan and the Agreement: (a) the shares shall be held by a custodian in book entry form with restrictions on such shares duly noted or, alternatively, a certificate or certificates representing the Award shall be registered in the Participant’s name; (b) all such certificates shall be deposited with the Company, together with stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate, which would permit transfer to the Company of all or a portion of the shares of Common Stock subject to the following restrictions and conditions:Award in the event the Award is forfeited in whole or in part; (ic) Subject the record address of the holder of record of such shares shall be care of the Secretary of the Company at the Company’s principal executive office; (d) such shares shall bear a restrictive legend, as follows: “The transferability of this certificate and the shares of stock represented hereby are subject to the other provisions terms and conditions (including forfeiture) of this the Dine Brands Global, Inc. 2016 Stock Incentive Plan, as amended, and a Restricted Stock Award Agreement entered into between the registered owner and Dine Brands Global, Inc. Copies of such Plan and Agreement are on file in the terms offices of Dine Brands Global, Inc.”; (e) such shares shall bear any additional legend which may be required pursuant to Section 5.6 of the particular Award Agreements, during such period as may be determined by the Committee commencing on the Date of Grant or the date of exercise of an Award Plan; and (the “Restriction Period”), f) the Participant shall not be permitted to sell, transfer, pledge or assign shares the shares, except as described in Section 4 below. As of Restricted Stock. Except for these limitations, the Committee may in its sole discretion, remove any or all of the restrictions on such Restricted Stock whenever it may determine that, by reason of changes in Applicable Laws or other changes in circumstances arising after the each lapsing date of the Award, such action is appropriate. (ii) Except as provided in sub-paragraph (a) set forth above or in Section 3, subject to the applicable Award AgreementCompany’s right to require payment of any taxes as described in Section 8 below, the Participant restrictions shall have, with respect to be removed from the Participant’s Restricted Stock, all requisite number of the rights of a stockholder of the Company, including the right to vote the shares, and the right to receive any dividends thereon. Shares shares of Common Stock free that are held in book entry form, and all certificates evidencing ownership of restriction under this Plan shall be electronically registered in the Participant’s name (or, if certificates are issued requisite number of shares of Common Stock shall be delivered to the Participant) promptly after, and only after, the Restriction Period shall expire without forfeiture in respect of such shares of Common Stock or after any other restrictions imposed on such shares of Common Stock by the applicable Award Agreement or other agreement have expired. Common Stock forfeited under the provisions of the Plan and the applicable Award Agreement shall be promptly returned to the Company by the forfeiting Participant (including, if applicable, any certificates for such shares). Each Award Agreement shall require that: each Participant, in connection with the issuance of a certificate for Restricted Stock, shall endorse such certificate in blank or execute a stock power in form satisfactory to the Company in blank and deliver such certificate and executed stock power to the Company. (iii) The Restriction Period, subject to Article 12 of the Plan, unless otherwise established by the Committee in the Award Agreement setting forth the terms of the Restricted Stock, shall expire upon satisfaction of the conditions set forth in the Award Agreement; such conditions may provide for vesting based on length of continuous service or such Performance Goals, as may be determined by the Committee in its sole discretion. (iv) Except as otherwise provided in the particular Award Agreement, upon Termination of Service for any reason during the Restriction Period, the nonvested shares of Restricted Stock shall be forfeited by the Participant. In the event a Participant has paid any consideration to the Company for such forfeited Restricted Stock, the Committee shall specify in the Award Agreement that either (1) the Company shall be obligated to, or (2) the Company may, in its sole discretion, elect to, pay to the Participant, as soon as practicable after the event causing forfeiture, in cash, an amount equal to the lesser of the total consideration paid by the Participant for such forfeited shares or the Fair Market Value of such forfeited shares as of the date of Termination of Service, as the Committee, in its sole discretion shall select. Upon any forfeiture, all rights of a Participant with respect to the forfeited shares of the Restricted Stock shall cease and terminate, without any further obligation on the part of the Company.

Restrictions and Conditions. Subject to the Participant’s continuous employment with the Company, the Restriction Period applicable to the Restricted Shares shall lapse, and the Restricted Shares shall become vested as to one-fourth (1/4) of the Restricted Stock shall be Shares subject to the following Award on each of the first, second, third and fourth anniversaries of the Date of Grant. Except as provided in Section 3, the Restricted Shares will be forfeited as to the unvested portion of the Award if the Participant does not remain continuously in the employment of the Company through the specified lapsing dates set forth above. So long as the shares of Common Stock are subject to restrictions imposed under the Plan and conditionsthe Agreement: (ia) Subject the shares shall be held by a custodian in book entry form with restrictions on such shares duly noted or, alternatively, a certificate or certificates representing the Award shall be registered in the Participant’s name; (b) all such certificates shall be deposited with the Company, together with stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate, which would permit transfer to the other provisions Company of all or a portion of the shares of Common Stock subject to the Award in the event the Award is forfeited in whole or in part; (c) the record address of the holder of record of such shares shall be care of the Secretary of the Company at the Company’s principal executive office; (d) such shares shall bear a restrictive legend, as follows: “The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Dine Brands Global, Inc. 2019 Stock Incentive Plan and a Restricted Stock Award Agreement entered into between the terms registered owner and Dine Brands Global, Inc. Copies of such Plan and Agreement are on file in the offices of Dine Brands Global, Inc.”; (e) such shares shall bear any additional legend which may be required pursuant to Section 5.6 of the particular Award Agreements, during such period as may be determined by the Committee commencing on the Date of Grant or the date of exercise of an Award Plan; and (the “Restriction Period”), f) the Participant shall not be permitted to sell, transfer, pledge or assign shares the shares, except as described in Section 4 below. As of Restricted Stock. Except for these limitations, the Committee may in its sole discretion, remove any or all of the restrictions on such Restricted Stock whenever it may determine that, by reason of changes in Applicable Laws or other changes in circumstances arising after the each lapsing date of the Award, such action is appropriate. (ii) Except as provided in sub-paragraph (a) set forth above or in Section 3, subject to the applicable Award AgreementCompany’s right to require payment of any taxes as described in Section 8 below, the Participant restrictions shall have, with respect to be removed from the Participant’s Restricted Stock, all requisite number of the rights of a stockholder of the Company, including the right to vote the shares, and the right to receive any dividends thereon. Shares shares of Common Stock free that are held in book entry form, and all certificates evidencing ownership of restriction under this Plan shall be electronically registered in the Participant’s name (or, if certificates are issued requisite number of shares of Common Stock shall be delivered to the Participant) promptly after, and only after, the Restriction Period shall expire without forfeiture in respect of such shares of Common Stock or after any other restrictions imposed on such shares of Common Stock by the applicable Award Agreement or other agreement have expired. Common Stock forfeited under the provisions of the Plan and the applicable Award Agreement shall be promptly returned to the Company by the forfeiting Participant (including, if applicable, any certificates for such shares). Each Award Agreement shall require that: each Participant, in connection with the issuance of a certificate for Restricted Stock, shall endorse such certificate in blank or execute a stock power in form satisfactory to the Company in blank and deliver such certificate and executed stock power to the Company. (iii) The Restriction Period, subject to Article 12 of the Plan, unless otherwise established by the Committee in the Award Agreement setting forth the terms of the Restricted Stock, shall expire upon satisfaction of the conditions set forth in the Award Agreement; such conditions may provide for vesting based on length of continuous service or such Performance Goals, as may be determined by the Committee in its sole discretion. (iv) Except as otherwise provided in the particular Award Agreement, upon Termination of Service for any reason during the Restriction Period, the nonvested shares of Restricted Stock shall be forfeited by the Participant. In the event a Participant has paid any consideration to the Company for such forfeited Restricted Stock, the Committee shall specify in the Award Agreement that either (1) the Company shall be obligated to, or (2) the Company may, in its sole discretion, elect to, pay to the Participant, as soon as practicable after the event causing forfeiture, in cash, an amount equal to the lesser of the total consideration paid by the Participant for such forfeited shares or the Fair Market Value of such forfeited shares as of the date of Termination of Service, as the Committee, in its sole discretion shall select. Upon any forfeiture, all rights of a Participant with respect to the forfeited shares of the Restricted Stock shall cease and terminate, without any further obligation on the part of the Company.

Restrictions and Conditions. Shares of Restricted Stock Awards shall be subject to the following restrictions and conditions: (i) The purchase price for shares of Restricted Stock may be equal to or less than their par value and may be zero. (ii) Awards of Restricted Stock must be accepted within a period of 60 days (or such shorter periods as the Board may specify at grant) after the award date, by executing a Restricted Stock Agreement and paying whatever price (if any) is required under Section 8.2(i). The prospective recipient of a Restricted Stock Award shall not have any rights with respect to such award, unless and until such recipient has executed an agreement evidencing the award and has delivered a fully executed copy thereof to the Company, and has otherwise complied with the applicable terms and conditions of such award. (iii) Each Participant receiving a Restricted Stock Award shall be issued a stock certificate in respect of such shares of Restricted Stock. Such certificate shall be registered in the name of such Participant, and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such award, substantially in the following form: "The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Orange-co, Inc. 1998 Incentive Equity Plan and an Agreement entered into between the registered owner and Orange-co, Inc. Copies of such Plan and Agreement are on file in the offices of Orange-co, Inc., Bartow, Florida. The Board may require that the stock certificates evidencing such shares be held in custody by the Company until the restrictions thereon shall have lapsed, and that, as a condition of any Restricted Stock Award, the participant shall have delivered a stock power, endorsed in blank, relating to the Stock covered by such award. (iv) Subject to the other provisions of this Plan and the terms of the particular Award Agreementsapplicable award agreement, during such a period as may be determined set by the Committee Board commencing on the Date of Grant or with the date of exercise of an Award such award (the “"Restriction Period”"), the Participant shall not be permitted to sell, transfer, pledge pledge, assign or assign otherwise encumber shares of Restricted StockStock awarded under the Plan. Except for these limitationsBased on service, performance and/or such other factors or criteria as the Board may determine, the Committee Board may, however, at or after grant provide for the lapse of such restrictions in installments and/or may accelerate or waive such restrictions in its sole discretion, remove any whole or all of the restrictions on such Restricted Stock whenever it may determine that, by reason of changes in Applicable Laws or other changes in circumstances arising after the date of the Award, such action is appropriatepart. (iiv) Except as provided in sub-paragraph (a) above or in this Section 8.2, unless otherwise determined by the applicable Award Agreement, Board the Participant recipient shall have, with respect to the Participant’s shares of Restricted StockStock covered by any award, all of the rights of a stockholder of the Company, including the right to vote the shares, and the right to receive any dividends thereon. Shares of Common Stock free of restriction under this Plan shall be electronically registered in the Participant’s name (or, if certificates are issued shall be delivered to the Participant) promptly after, and only after, the Restriction Period shall expire without forfeiture in respect of such shares of Common Stock or after any other restrictions imposed on such shares of Common Stock by the applicable Award Agreement or other agreement have expired. Common Stock forfeited under the provisions of the Plan and the applicable Award Agreement shall be promptly returned to the Company by the forfeiting Participant (including, if applicable, any certificates for such shares). Each Award Agreement shall require that: each Participant, in connection with the issuance of a certificate for Restricted Stock, shall endorse such certificate in blank or execute a stock power in form satisfactory to the Company in blank and deliver such certificate and executed stock power to the Companydividends. (iii) The Restriction Period, subject to Article 12 of the Plan, unless otherwise established by the Committee in the Award Agreement setting forth the terms of the Restricted Stock, shall expire upon satisfaction of the conditions set forth in the Award Agreement; such conditions may provide for vesting based on length of continuous service or such Performance Goals, as may be determined by the Committee in its sole discretion. (ivvi) Except as otherwise provided in this Section 8.2 and in the particular Award Agreementapplicable award agreement, upon Termination termination of Service a participant's employment with the Company or any Subsidiary or Affiliate for any reason during the Restriction PeriodPeriod for a given award, the nonvested all shares of Restricted Stock still subject to restriction shall be forfeited by the Participant. participant, provided, however, the Board may provide for waiver of the restrictions in the event of termination of employment due to death, disability or retirement. (vii) In the event of hardship or other special circumstances of a Participant has paid any consideration to participant whose employment with the Company for such forfeited or any Subsidiary or Affiliate is involuntarily terminated, the Board may waive in whole or in part any or all remaining restrictions with respect to any or all of the Participant's Restricted Stock, the Committee shall specify in the Award Agreement that either (1) the Company shall be obligated to, or (2) the Company may, in its sole discretion, elect to, pay to the Participant, as soon as practicable after the event causing forfeiture, in cash, an amount equal to the lesser of the total consideration paid by the Participant for based on such forfeited shares or the Fair Market Value of such forfeited shares as of the date of Termination of Service, factors and criteria as the Committee, in its sole discretion shall select. Upon any forfeiture, all rights of Board may deem appropriate. (viii) If and when the Restriction Period expires without a Participant with respect to the forfeited shares prior forfeiture of the Restricted Stock subject to such Restriction Period, unrestricted certificates for such shares shall cease and terminate, without any further obligation on be delivered to the part of the Companyparticipant.

Restrictions and Conditions. Subject to the Participant’s continuous employment with the Company, the Restriction Period applicable to the Restricted Shares shall lapse, and the Restricted Shares shall become vested as to one-half of the Restricted Stock shall be Shares subject to the following Award on each of the first and second anniversaries of the Date of Grant. Except as provided in Section 3, the Restricted Shares will be forfeited as to the unvested portion of the Award if the Participant does not remain continuously in the employment of the Company through the specified lapsing dates set forth above. So long as the shares of Common Stock are subject to restrictions imposed under the Plan and conditionsthe Agreement: (ia) Subject the shares shall be held by a custodian in book entry form with restrictions on such shares duly noted or, alternatively, a certificate or certificates representing the Award shall be registered in the Participant’s name; (b) all such certificates shall be deposited with the Company, together with stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate, which would permit transfer to the other provisions Company of all or a portion of the shares of Common Stock subject to the Award in the event the Award is forfeited in whole or in part; (c) the record address of the holder of record of such shares shall be care of the Secretary of the Company at the Company’s principal executive office; (d) such shares shall bear a restrictive legend, as follows: “The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Dine Brands Global, Inc. 2016 Stock Incentive Plan and a Restricted Stock Award Agreement entered into between the terms registered owner and Dine Brands Global, Inc. Copies of such Plan and Agreement are on file in the offices of Dine Brands Global, Inc.”; (e) such shares shall bear any additional legend which may be required pursuant to Section 5.6 of the particular Award Agreements, during such period as may be determined by the Committee commencing on the Date of Grant or the date of exercise of an Award Plan; and (the “Restriction Period”), f) the Participant shall not be permitted to sell, transfer, pledge or assign shares the shares, except as described in Section 4 below. As of Restricted Stock. Except for these limitations, the Committee may in its sole discretion, remove any or all of the restrictions on such Restricted Stock whenever it may determine that, by reason of changes in Applicable Laws or other changes in circumstances arising after the each lapsing date of the Award, such action is appropriate. (ii) Except as provided in sub-paragraph (a) set forth above or in Section 3, subject to the applicable Award AgreementCompany’s right to require payment of any taxes as described in Section 8 below, the Participant restrictions shall have, with respect to be removed from the Participant’s Restricted Stock, all requisite number of the rights of a stockholder of the Company, including the right to vote the shares, and the right to receive any dividends thereon. Shares shares of Common Stock free that are held in book entry form, and all certificates evidencing ownership of restriction under this Plan shall be electronically registered in the Participant’s name (or, if certificates are issued requisite number of shares of Common Stock shall be delivered to the Participant) promptly after, and only after, the Restriction Period shall expire without forfeiture in respect of such shares of Common Stock or after any other restrictions imposed on such shares of Common Stock by the applicable Award Agreement or other agreement have expired. Common Stock forfeited under the provisions of the Plan and the applicable Award Agreement shall be promptly returned to the Company by the forfeiting Participant (including, if applicable, any certificates for such shares). Each Award Agreement shall require that: each Participant, in connection with the issuance of a certificate for Restricted Stock, shall endorse such certificate in blank or execute a stock power in form satisfactory to the Company in blank and deliver such certificate and executed stock power to the Company. (iii) The Restriction Period, subject to Article 12 of the Plan, unless otherwise established by the Committee in the Award Agreement setting forth the terms of the Restricted Stock, shall expire upon satisfaction of the conditions set forth in the Award Agreement; such conditions may provide for vesting based on length of continuous service or such Performance Goals, as may be determined by the Committee in its sole discretion. (iv) Except as otherwise provided in the particular Award Agreement, upon Termination of Service for any reason during the Restriction Period, the nonvested shares of Restricted Stock shall be forfeited by the Participant. In the event a Participant has paid any consideration to the Company for such forfeited Restricted Stock, the Committee shall specify in the Award Agreement that either (1) the Company shall be obligated to, or (2) the Company may, in its sole discretion, elect to, pay to the Participant, as soon as practicable after the event causing forfeiture, in cash, an amount equal to the lesser of the total consideration paid by the Participant for such forfeited shares or the Fair Market Value of such forfeited shares as of the date of Termination of Service, as the Committee, in its sole discretion shall select. Upon any forfeiture, all rights of a Participant with respect to the forfeited shares of the Restricted Stock shall cease and terminate, without any further obligation on the part of the Company.

Restrictions and Conditions. Shares of The following conditions and restrictions shall apply to the Restricted Stock: (a) Except as otherwise provided in this Agreement, the Restricted Stock and any Dividends shall be subject held by the Corporation until released to the Participant in accordance with the terms of the Plan and this Agreement. The Restricted Stock and any Dividends shall be released to Participant following restrictions and conditionsthe conclusion of the Measurement Period, to the extent that the following performance measures have been met or exceeded: (i) Subject to the other provisions of this Plan and the terms of the particular Award Agreements, during such period as may be determined by the Committee commencing set forth on the Date of Grant or the date of exercise of an Award Appendix A (the “Restriction Period”"Internal Performance Measures"), (ii) as set forth in Appendix B (the "Index Banks Performance Measures"), or (iii) as set forth in Appendix C (the "Return on Equity Performance Measure"). In applying the above, the Appendix providing the highest award shall be used. (b) The Participant shall not be permitted to sell, transfer, pledge or assign any portion of the Restricted Stock except as specifically permitted by the Plan and this Agreement. (c) Any certificates evidencing shares of Restricted Stock. Except for these limitations, Stock issued in the Committee may in its sole discretion, remove any or all name of the restrictions on Participant or any evidence of such share ownership entered upon the stock records of the Corporation maintained by its transfer agent shall bear a legend or other appropriate restriction substantially of the following substance: "The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Compass Bancshares, Inc., 2002 Incentive Compensation Plan and a Restricted Stock whenever it may determine that, by reason of changes in Applicable Laws or other changes in circumstances arising after the date of the Award, such action is appropriate. (ii) Except as provided in sub-paragraph (a) above or in the applicable Award Agreement, dated _____________, 2006, entered into between the Participant shall have, with respect to registered owner and the Participant’s Restricted Stock, all Corporation. Copies of such Plan and Agreement are on file in the offices of the rights of a stockholder of Corporation, ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇." Certificates evidencing the Company, including the right to vote the shares, and the right to receive any dividends thereon. Shares of Common Stock free of restriction under this Plan shall be electronically registered in the Participant’s name (or, if certificates are issued shall be delivered to the Participant) promptly after, and only after, the Restriction Period shall expire without forfeiture in respect of such shares of Common Stock or after any other restrictions imposed on such shares of Common Stock by the applicable Award Agreement or other agreement have expired. Common Stock forfeited under the provisions of the Plan and the applicable Award Agreement shall be promptly returned to the Company by the forfeiting Participant (including, if applicable, any certificates for such shares). Each Award Agreement shall require that: each Participant, in connection with the issuance of a certificate for Restricted Stock, shall endorse such certificate in blank or execute a stock power in form satisfactory to the Company in blank and deliver such certificate and executed stock power to the Company. (iii) The Restriction Period, subject to Article 12 of the Plan, unless otherwise established by the Committee in the Award Agreement setting forth the terms of the Restricted Stock, shall expire upon satisfaction of the conditions set forth in the Award Agreement; such conditions may provide for vesting based on length of continuous service or such Performance Goals, as may be determined by the Committee in its sole discretion. (iv) Except as otherwise provided in the particular Award Agreement, upon Termination of Service for any reason during the Restriction Period, the nonvested shares of Restricted Stock shall be forfeited held in custody by the Participant. In Corporation until the event shares have been released, and the Participant shall deliver a Participant has paid any consideration stock power, endorsed in blank, relating to the Company for such forfeited Restricted Stock, Stock simultaneously with the Committee shall specify in the Award execution of this Agreement that either or as requested hereafter. (1d) the Company shall be obligated to, or (2) the Company may, in its sole discretion, elect to, pay If Participant's employment terminates prior to the Participant, as soon as practicable after the event causing forfeiture, in cash, an amount equal to the lesser conclusion of the total consideration paid by the Participant for such forfeited shares Measurement Period (other than through Normal Retirement or the Fair Market Value of such forfeited shares as Early Retirement, Death or Disability or Sale of the date of Termination of ServiceCorporation), as the Committee, in its sole discretion shall select. Upon any forfeiture, all rights of a Participant with respect to the forfeited shares of the Restricted Stock shall cease and terminate, without any further obligation on the part of the Companybe forfeited.

Restrictions and Conditions. Shares of Restricted Stock and Restricted Stock Units shall be subject to the following restrictions and conditions: (i) Subject to the other provisions of this Plan and the terms of the particular Award Agreements, during such period as may be determined by the Committee commencing on the Date of Grant or the date of exercise of an Award (the “Restriction Period”), the Participant shall not be permitted to sell, transfer, pledge or assign shares of Restricted StockStock and/or Restricted Stock Units. Except with respect to issuances hereunder representing no greater than five percent of the Share Limit, any Restricted Stock or Restricted Stock Units not granted pursuant to a Performance Award shall have a minimum Restriction Period of three years from the Date of Grant, provided that the Committee may provide for earlier vesting upon such events as the Committee deems appropriate which shall be set forth in the applicable Award Agreement. Except for these limitations, the Committee may in its sole discretion, remove any or all of the restrictions on such Restricted Stock and/or Restricted Stock Units whenever it may determine that, by reason of changes in Applicable Laws applicable laws or other changes in circumstances arising after the date of the Award, such action is appropriate. (ii) Except as provided in sub-paragraph subparagraph (ai) above or in and Section 6.8(a) below and subject to the applicable terms of a Participant’s Award Agreement, the Participant shall have, with respect to the Participant’s his or her Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the shares, and the right to receive any dividends thereon. Shares Certificates or other evidence of ownership of shares of Common Stock free of restriction under this Plan shall be electronically registered in the Participant’s name (or, if certificates are issued shall be delivered to the Participant) Participant promptly after, and only after, the Restriction Period shall expire without forfeiture in respect of such shares of Common Stock or after any other restrictions imposed on such shares of Common Stock by the applicable Award Agreement or other agreement have expired. Common Stock forfeited under the provisions of the Plan and the applicable Award Agreement shall be promptly returned to the Company by the forfeiting Participant (including, if applicable, any certificates for such shares)Stock. Each Award Agreement shall require that: each Participant, in connection with the issuance by his or her acceptance of a certificate for Restricted Stock, shall endorse such certificate in blank or execute a stock power in form satisfactory irrevocably grant to the Company in blank and deliver such certificate and executed stock a power of attorney to transfer any forfeited shares to the CompanyCompany and agrees to execute any documents requested by the Company in connection with such forfeiture and transfer. (iii) The Restriction PeriodPeriod of Restricted Stock and/or Restricted Stock Units shall commence on the Date of Grant and, subject to Article 12 14 of the this Plan, unless otherwise established by the Committee in the Award Agreement setting forth the terms of the Restricted StockStock and/or Restricted Stock Units, shall expire upon satisfaction of the conditions set forth in the Award Agreement; such conditions may provide for vesting based on (i) length of continuous service or such service, (ii) achievement of specific business objectives, (iii) increases in specified indices, (iv) attainment of specified growth rates, and/or (v) other comparable Performance Goals, as may be determined by the Committee in its sole discretion. (iv) Except as otherwise provided in the particular Award Agreement, upon Termination of Service for any reason during the Restriction Period, the nonvested shares of Restricted Stock shall be forfeited by the Participant. In the event a Participant has paid any consideration to the Company for such forfeited Restricted Stock, the Committee shall specify in the Award Agreement that either (1) the Company shall be obligated to, or (2) the Company may, in its sole discretion, elect to, pay to the Participant, as soon as practicable after the event causing forfeiture, in cash, an amount equal to the lesser of the total consideration paid by the Participant for such forfeited shares or the Fair Market Value of such forfeited shares as of the date of Termination of Service, as the Committee, in its sole discretion shall select. Upon any forfeiture, all rights of a Participant with respect to the forfeited shares of the Restricted Stock shall cease and terminate, without any further obligation on the part of the Company.

Restrictions and Conditions. Shares of Restricted Stock shall be subject to the following restrictions and conditions: (i) Subject to the other provisions of this Plan and the terms of the particular Award Agreements, during such period as may be determined by the Committee commencing on the Date of Grant or the date of exercise of an Award (the “Restriction Period”), the Participant shall not be permitted to sell, transfer, pledge or assign shares of Restricted Stock. Except for these limitationslimitations and the limitations set forth in Section 7.2 below, the Committee may in its sole discretion, remove any or all of the restrictions on such Restricted Stock whenever it may determine that, by reason of changes in Applicable Laws or other changes in circumstances arising after the date of the Award, such action is appropriate. (ii) Except as provided in sub-paragraph (a) above or in the applicable Award Agreement, the Participant shall have, with respect to the Participant’s his or her Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the shares, and the right to receive any dividends thereon. Shares of Common Stock free of restriction under this Plan shall be electronically registered in the Participant’s name (orCertificates, if certificates any are issued shall be delivered pursuant to this Section 6.4, for the Participant) promptly after, and only after, the Restriction Period shall expire without forfeiture in respect of such shares of Common Stock or after any other restrictions imposed on such shares of Common Stock by the applicable Award Agreement or other agreement have expired. Common Stock forfeited under the provisions of the Plan and the applicable Award Agreement shall be promptly returned to the Company by the forfeiting Participant (including, if applicable, any certificates for such shares)Participant. Each Award Agreement shall require that: that each Participant, in connection with the issuance of a certificate for Restricted Stock, shall endorse such certificate in blank or execute a stock power in form satisfactory to the Company in blank and deliver such certificate and executed stock power to the Company. (iii) The Restriction Period, subject to Article 12 of the Plan, unless otherwise established by the Committee in the Award Agreement setting forth the terms of the Restricted Stock, shall expire upon satisfaction of the conditions set forth in the Award Agreement; such conditions may provide for vesting based on length of continuous service or such Performance Goals, as may be determined by the Committee in its sole discretion. (iv) Except as otherwise provided in the particular Award Agreement, upon Termination of Service for any reason during the Restriction Period, the nonvested shares of Restricted Stock shall be forfeited by the Participant. In the event a Participant has paid any consideration to the Company for such forfeited Restricted Stock, the Committee shall specify in the Award Agreement that either (1) the Company shall be obligated to, or (2) the Company may, in its sole discretion, elect to, pay to the Participant, as soon as practicable after the event causing forfeiture, in cash, an amount equal to the lesser of the total consideration paid by the Participant for such forfeited shares or the Fair Market Value of such forfeited shares as of the date of Termination of Service, as the Committee, in its sole discretion shall select. Upon any forfeiture, all rights of a Participant with respect to the forfeited shares of the Restricted Stock shall cease and terminate, without any further obligation on the part of the Company.

Restrictions and Conditions. Shares of Restricted Stock shall be subject to the following restrictions and conditions: (ia) Subject to the other provisions of this Plan and the terms of the particular Award Agreements, during such period as may be determined by the Committee commencing on the Date of Grant or Commencing with the date of exercise of an Award (the “Restriction Period”)hereof, the Participant Holder agrees that Holder has no right to, and shall not be permitted to not, sell, transfer, pledge or assign shares assign, in whole or in part, the Restricted Shares; provided, however, that the foregoing restrictions shall lapse and be no longer in force and effect, in annual, cumulative increments of one-______ the number of Restricted StockStock granted herein over a ____-year period, beginning with the first increment on _______, 20___. Except for these limitationsFrom and after each annual date, the Committee may in its sole discretion, remove any shares as to which restrictions have lapsed shall be owned by Holder free and clear of all restrictions or all limitations of the restrictions on such Restricted Stock whenever it may determine that, by reason of changes in Applicable Laws or other changes in circumstances arising this Agreement. As soon as reasonably practicable after the date of the Awardrestrictions shall lapse, such action is appropriatethe Company shall deliver to Holder a certificate for the unrestricted shares. (iib) Except as provided in sub-paragraph (a) above or in this Agreement to the applicable Award Agreementcontrary, the Participant Holder shall have, with respect to the Participant’s Restricted Stock, all of the rights of a stockholder shareholder of the Company, including the right to vote the shares, shares and the right to receive any cash dividends. Pursuant to Section 3 below, stock or other security dividends thereon. Shares of Common or stock splits issued with respect to Restricted Stock free of restriction under this Plan shall be electronically registered in the Participant’s name (or, if certificates treated as additional Restricted Stock that are issued shall be delivered subject to the Participant) promptly after, same restrictions and only after, the Restriction Period shall expire without forfeiture in respect of such shares of Common Stock or after any other restrictions imposed on such shares of Common Stock by the applicable Award Agreement or other agreement have expired. Common Stock forfeited under the provisions of the Plan terms and the applicable Award Agreement shall be promptly returned conditions that apply to the Company by the forfeiting Participant (including, if applicable, any certificates for Restricted Stock with respect to which such shares). Each Award Agreement shall require that: each Participant, in connection with the issuance of a certificate for Restricted Stock, shall endorse such certificate in blank dividends or execute a stock power in form satisfactory to the Company in blank and deliver such certificate and executed stock power to the Companysplits are issued. (iiic) The Restriction Period, subject to Article 12 Upon termination of the Plan, unless otherwise established by the Committee in the Award Agreement setting forth the terms of the Restricted Stock, shall expire upon satisfaction of the conditions set forth in the Award Agreement; such conditions may provide for vesting based on length of continuous Holder’s service or such Performance Goals, as may be determined by the Committee in its sole discretion. (iv) Except as otherwise provided in the particular Award Agreement, upon Termination of Service an executive officer for any reason during the Restriction Periodterm of this Agreement, all shares still subject to restriction will be forfeited, unless such termination is the nonvested shares result of Holder’s death or Disability, in which case the Restricted Stock shall be forfeited by the Participant. subject to restriction will immediately vest. (d) In the event of a Participant has paid any consideration to the Company for such forfeited Restricted Stock, the Committee shall specify Change in the Award Agreement that either (1) the Company shall be obligated to, Control or (2) the Company may, Potential Change in its sole discretion, elect to, pay to the Participant, as soon as practicable after the event causing forfeiture, in cash, an amount equal to the lesser Control of the total consideration paid by the Participant for such forfeited shares or the Fair Market Value of such forfeited shares Company, Restricted Stock as to which restrictions have not lapsed will vest as of the date of Termination of Servicethe Change in Control or Potential Change in Control, as the Committeeapplicable, in its sole discretion shall select. Upon any forfeiture, all rights of a Participant with respect is deemed to the forfeited shares of the Restricted Stock shall cease and terminate, without any further obligation on the part of the Companyhave occurred.

Restrictions and Conditions. Shares of The following conditions and restrictions shall apply to the Restricted Stock: (a) Except as otherwise provided in this Agreement, the Restricted Stock and any Dividends shall be subject held by the Corporation until released to the Participant in accordance with the terms of the Plan and this Agreement. The Restricted Stock and any Dividends shall be released to Participant following restrictions and conditionsthe conclusion of the Measurement Period, to the extent that the following performance measures have been met or exceeded: (i) Subject to the other provisions of this Plan and the terms of the particular Award Agreements, during such period as may be determined by the Committee commencing set forth on the Date of Grant or the date of exercise of an Award Appendix A (the “Restriction Period”"Internal Performance Measures"), (ii) as set forth in Appendix B (the "Index Banks Performance Measures"), or (iii) as set forth in Appendix C (the "Return on Equity Performance Measure"). In applying the above, the Appendix providing the highest award shall be used. (b) The Participant shall not be permitted to sell, transfer, pledge or assign any portion of the Restricted Stock except as specifically permitted by the Plan and this Agreement. (c) Any certificates evidencing shares of Restricted Stock. Except for these limitations, Stock issued in the Committee may in its sole discretion, remove any or all name of the restrictions on Participant or any evidence of such share ownership entered upon the stock records of the Corporation maintained by its transfer agent shall bear a legend or other appropriate restriction substantially of the following substance: "The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Compass Bancshares, Inc., 2002 Incentive Compensation Plan and a Restricted Stock whenever it may determine that, by reason of changes in Applicable Laws or other changes in circumstances arising after the date of the Award, such action is appropriate. (ii) Except as provided in sub-paragraph (a) above or in the applicable Award Agreement, dated ______, 2006, entered into between the Participant shall have, with respect to registered owner and the Participant’s Restricted Stock, all Corporation. Copies of such Plan and Agreement are on file in the offices of the rights of a stockholder of Corporation, ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇." Certificates evidencing the Company, including the right to vote the shares, and the right to receive any dividends thereon. Shares of Common Stock free of restriction under this Plan shall be electronically registered in the Participant’s name (or, if certificates are issued shall be delivered to the Participant) promptly after, and only after, the Restriction Period shall expire without forfeiture in respect of such shares of Common Stock or after any other restrictions imposed on such shares of Common Stock by the applicable Award Agreement or other agreement have expired. Common Stock forfeited under the provisions of the Plan and the applicable Award Agreement shall be promptly returned to the Company by the forfeiting Participant (including, if applicable, any certificates for such shares). Each Award Agreement shall require that: each Participant, in connection with the issuance of a certificate for Restricted Stock, shall endorse such certificate in blank or execute a stock power in form satisfactory to the Company in blank and deliver such certificate and executed stock power to the Company. (iii) The Restriction Period, subject to Article 12 of the Plan, unless otherwise established by the Committee in the Award Agreement setting forth the terms of the Restricted Stock, shall expire upon satisfaction of the conditions set forth in the Award Agreement; such conditions may provide for vesting based on length of continuous service or such Performance Goals, as may be determined by the Committee in its sole discretion. (iv) Except as otherwise provided in the particular Award Agreement, upon Termination of Service for any reason during the Restriction Period, the nonvested shares of Restricted Stock shall be forfeited held in custody by the Participant. In Corporation until the event shares have been released, and the Participant shall deliver a Participant has paid any consideration stock power, endorsed in blank, relating to the Company for such forfeited Restricted Stock, Stock simultaneously with the Committee shall specify in the Award execution of this Agreement that either or as requested hereafter. (1d) the Company shall be obligated to, or (2) the Company may, in its sole discretion, elect to, pay If Participant's employment terminates prior to the Participant, as soon as practicable after the event causing forfeiture, in cash, an amount equal to the lesser conclusion of the total consideration paid by the Participant for such forfeited shares Measurement Period (other than through Death or the Fair Market Value of such forfeited shares as Disability or Sale of the date of Termination of ServiceCorporation), as the Committee, in its sole discretion shall select. Upon any forfeiture, all rights of a Participant with respect to the forfeited shares of the Restricted Stock shall cease and terminate, without any further obligation on the part of the Companybe forfeited.

Restrictions and Conditions. Subject to the Participant’s continuous employment with the Company, the Restriction Period applicable to the Restricted Shares shall lapse, and the Restricted Shares shall become vested, on [ ]. Except as provided in Section 3, the Restricted Shares will be forfeited if the Participant does not remain continuously in the employment of Restricted the Company through the specified lapsing date set forth above. So long as the shares of Common Stock are subject to restrictions imposed under the Plan and the Agreement: (a) the shares shall be held by a custodian in book entry form with restrictions on such shares duly noted or, alternatively, a certificate or certificates representing the Award shall be registered in the Participant’s name; (b) all such certificates shall be deposited with the Company, together with stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate, which would permit transfer to the Company of all or a portion of the shares of Common Stock subject to the following restrictions and conditions:Award in the event the Award is forfeited in whole or in part; (ic) Subject the record address of the holder of record of such shares shall be care of the Secretary of the Company at the Company’s principal executive office; (d) such shares shall bear a restrictive legend, as follows: “The transferability of this certificate and the shares of stock represented hereby are subject to the other provisions terms and conditions (including forfeiture) of this the DineEquity, Inc. 2016 Stock Incentive Plan, as amended, and a Restricted Stock Award Agreement entered into between the registered owner and DineEquity, Inc. Copies of such Plan and Agreement are on file in the terms offices of DineEquity, Inc.”; (e) such shares shall bear any additional legend which may be required pursuant to Section 5.6 of the particular Award Agreements, during such period as may be determined by the Committee commencing on the Date of Grant or the date of exercise of an Award Plan; and (the “Restriction Period”), f) the Participant shall not be permitted to sell, transfer, pledge or assign shares the shares, except as described in Section 4 below. As of Restricted Stock. Except for these limitations, the Committee may in its sole discretion, remove any or all of the restrictions on such Restricted Stock whenever it may determine that, by reason of changes in Applicable Laws or other changes in circumstances arising after the each lapsing date of the Award, such action is appropriate. (ii) Except as provided in sub-paragraph (a) set forth above or in Section 3, subject to the applicable Award AgreementCompany’s right to require payment of any taxes as described in Section 8 below, the Participant restrictions shall have, with respect to be removed from the Participant’s Restricted Stock, all requisite number of the rights of a stockholder of the Company, including the right to vote the shares, and the right to receive any dividends thereon. Shares shares of Common Stock free that are held in book entry form, and all certificates evidencing ownership of restriction under this Plan shall be electronically registered in the Participant’s name (or, if certificates are issued requisite number of shares of Common Stock shall be delivered to the Participant) promptly after, and only after, the Restriction Period shall expire without forfeiture in respect of such shares of Common Stock or after any other restrictions imposed on such shares of Common Stock by the applicable Award Agreement or other agreement have expired. Common Stock forfeited under the provisions of the Plan and the applicable Award Agreement shall be promptly returned to the Company by the forfeiting Participant (including, if applicable, any certificates for such shares). Each Award Agreement shall require that: each Participant, in connection with the issuance of a certificate for Restricted Stock, shall endorse such certificate in blank or execute a stock power in form satisfactory to the Company in blank and deliver such certificate and executed stock power to the Company. (iii) The Restriction Period, subject to Article 12 of the Plan, unless otherwise established by the Committee in the Award Agreement setting forth the terms of the Restricted Stock, shall expire upon satisfaction of the conditions set forth in the Award Agreement; such conditions may provide for vesting based on length of continuous service or such Performance Goals, as may be determined by the Committee in its sole discretion. (iv) Except as otherwise provided in the particular Award Agreement, upon Termination of Service for any reason during the Restriction Period, the nonvested shares of Restricted Stock shall be forfeited by the Participant. In the event a Participant has paid any consideration to the Company for such forfeited Restricted Stock, the Committee shall specify in the Award Agreement that either (1) the Company shall be obligated to, or (2) the Company may, in its sole discretion, elect to, pay to the Participant, as soon as practicable after the event causing forfeiture, in cash, an amount equal to the lesser of the total consideration paid by the Participant for such forfeited shares or the Fair Market Value of such forfeited shares as of the date of Termination of Service, as the Committee, in its sole discretion shall select. Upon any forfeiture, all rights of a Participant with respect to the forfeited shares of the Restricted Stock shall cease and terminate, without any further obligation on the part of the Company.

Restrictions and Conditions. Shares of The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions: (i) Subject to clauses (iii) and (iv) below, the other provisions period of this Plan and the terms of the particular Award Agreements, during such period as may be determined by the Committee commencing on the Date of Grant or the date of exercise of an Award restriction with respect to Shares granted hereunder (the “Restriction Period”)) shall begin on the Effective Date and lapse on the following schedule: For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Participant Restriction Period with respect to such Shares shall only lapse as to whole Shares. Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge pledge, anticipate, alienate, encumber or assign shares Shares of Restricted Stock. Except for these limitations, Stock awarded under the Committee may in its sole discretion, remove any Plan (or all of the restrictions on have such Restricted Stock whenever it may determine that, by reason of changes in Applicable Laws Shares attached or other changes in circumstances arising after the date of the Award, such action is appropriategarnished). (ii) Except as provided in sub-paragraph the foregoing clause (ai), below in this clause (ii) above or in the applicable Award AgreementPlan, the Participant Grantee shall have, with in respect to of the Participant’s Shares of Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the sharesShares; provided, however, that cash dividends on such Shares shall, unless otherwise provided by the Committee in this Agreement, be held by the Company (unsegregated as a part of its general assets) until the Restriction Period lapses (and forfeited if the underlying Shares are forfeited), and paid over to the right Grantee as soon as practicable after the Restriction Period lapses (if not forfeited). Certificates for Shares (not subject to receive any dividends thereon. Shares of Common Stock free of restriction under this Plan shall be electronically registered in the Participant’s name (or, if certificates are issued restrictions) shall be delivered (or otherwise be deliverable) to the Participant) Grantee promptly after, and only after, such Shares have vested (i.e., at such time as the Restriction Period shall expire lapse with respect thereto) without forfeiture in respect of such shares of Common Stock or after any other restrictions imposed on such shares of Common Stock by the applicable Award Agreement or other agreement have expired. Common Stock forfeited under the provisions of the Plan and the applicable Award Agreement shall be promptly returned to the Company by the forfeiting Participant (including, if applicable, any certificates for such shares). Each Award Agreement shall require that: each Participant, in connection with the issuance of a certificate for Restricted Stock, shall endorse such certificate in blank or execute a stock power in form satisfactory to the Company in blank and deliver such certificate and executed stock power to the CompanyShares. (iii) The Subject to clause (iv) below, upon the Grantee’s Termination of Service for Cause or by the Grantee’s termination for any reason other than his or her death, Retirement or Disability, during the Restriction Period, then all Shares still subject to Article 12 of the Planrestriction shall thereupon, unless otherwise established and with no further action, be forfeited by the Committee in the Award Agreement setting forth the terms of the Restricted Stock, shall expire upon satisfaction of the conditions set forth in the Award Agreement; such conditions may provide for vesting based on length of continuous service or such Performance Goals, as may be determined by the Committee in its sole discretionGrantee. (iv) Except as otherwise provided in In the particular Award Agreement, upon event the Grantee has a Termination of Service on account of death, Disability or Retirement or on account of Termination of Service by the Company for any reason other than for Cause, during the Restriction Period, then restrictions under the nonvested shares of Restricted Stock shall be forfeited by the Participant. In the event a Participant has paid any consideration to the Company for such forfeited Plan will immediately lapse on all Restricted Stock, the Committee shall specify in the Award Agreement that either (1) the Company shall be obligated to, or (2) the Company may, in its sole discretion, elect to, pay to the Participant, as soon as practicable after the event causing forfeiture, in cash, an amount equal to the lesser of the total consideration paid by the Participant for such forfeited shares or the Fair Market Value of such forfeited shares as of the date of Termination of Service, as the Committee, in its sole discretion shall select. Upon any forfeiture, all rights of a Participant with respect to the forfeited shares of the Restricted Stock shall cease and terminate, without any further obligation on the part of the Company.

Restrictions and Conditions. (a) As set forth in Paragraph 4, upon receipt of Shares hereunder, two-thirds of Restricted Stock such Shares shall be Restricted Shares that are subject to the following restrictions set forth in this Paragraph 3. Such shares shall remain Restricted Shares until such shares vest pursuant to this Paragraph 3 or Paragraph 4. The balance of such Shares are unrestricted and conditions: (i) Subject to the other provisions of this Plan and the terms of the particular Award Agreements, during such period as may shall be determined by the Committee commencing deemed vested on the Date of Grant or the date of exercise of an Award (the “Restriction Period”), the Participant shall not be permitted to sell, transfer, pledge or assign shares of Restricted Stock. Except for these limitations, the Committee may in its sole discretion, remove any or all of the restrictions on such Restricted Stock whenever it may determine that, by reason of changes in Applicable Laws or other changes in circumstances arising after the date of the Award, such action is appropriateissuance. (iib) Except as provided As set forth in sub-paragraph (a) above or in the applicable Award AgreementParagraph 2, the Participant certificates representing the Restricted Shares shall havebe held by the Company for the benefit of the Grantee, with respect until such time that such shares vest pursuant this Paragraph 3 or Paragraph 4. Upon each such vesting date, the Company shall promptly deliver to the Participant’s Grantee a certificate representing the number of Shares that vest as of such date. The Company may staple or clip a legend to the effect set forth in Exhibit A hereto to the certificates representing the Restricted StockShares while the Company has possession of such certificates. (c) Restricted Shares granted herein may not be sold, all assigned, transferred, pledged or otherwise encumbered or disposed of by the Grantee prior to vesting. (d) If, prior to vesting of the rights of a stockholder of Restricted Shares granted herein, the CompanyGrantee's employment with the Company and its Subsidiaries is voluntarily or involuntarily terminated, including the Company shall have the right to vote repurchase from the shares, and Grantee or the right to receive Grantee's legal representative any dividends thereonunvested Restricted Shares held by the Company for the benefit of the Grantee at the time of such termination. Any Restricted Shares of Common Stock free of restriction under this Plan so purchased by the Company shall be electronically registered in the Participant’s name (or, if certificates are issued shall be delivered purchased for their original purchase price set forth above. The Company must exercise such right of repurchase by written notice to the Participant) promptly after, and only after, Grantee or the Restriction Period shall expire without forfeiture in respect Grantee's legal representative not later than 90 days following such termination of such shares of Common Stock or after any other restrictions imposed on such shares of Common Stock by the applicable Award Agreement or other agreement have expired. Common Stock forfeited under the provisions of the Plan and the applicable Award Agreement shall be promptly returned to the Company by the forfeiting Participant (including, if applicable, any certificates for such shares). Each Award Agreement shall require that: each Participant, in connection with the issuance of a certificate for Restricted Stock, shall endorse such certificate in blank or execute a stock power in form satisfactory to the Company in blank and deliver such certificate and executed stock power to the Company. (iii) The Restriction Period, subject to Article 12 of the Plan, unless otherwise established by the Committee in the Award Agreement setting forth the terms of the Restricted Stock, shall expire upon satisfaction of the conditions set forth in the Award Agreement; such conditions may provide for vesting based on length of continuous service or such Performance Goals, as may be determined by the Committee in its sole discretion. (iv) Except as otherwise provided in the particular Award Agreement, upon Termination of Service for any reason during the Restriction Period, the nonvested shares of Restricted Stock shall be forfeited by the Participantemployment. In the event a Participant has paid any consideration to the Company for such forfeited Restricted Stock, the Committee shall specify in the Award Agreement that either (1) the Company shall be obligated to, or (2) the Company may, in its sole discretion, elect to, pay to the Participant, as soon as practicable after the event causing forfeiture, in cash, an amount equal to the lesser right of the total consideration paid by the Participant for such forfeited shares or the Fair Market Value of such forfeited shares as of the date of Termination of Service, as the Committee, in its sole discretion shall select. Upon any forfeiturerepurchase is not exercised, all rights of a Participant with respect to the forfeited shares of the such Restricted Stock Shares shall cease and terminate, without any further obligation on the part of the Companyvest.

Restrictions and Conditions. Shares (a) Certificates evidencing the Restricted Stock granted herein shall bear an appropriate legend, to the following effect or as otherwise determined by the Board in its sole discretion, to the effect that such Restricted Stock is subject to restrictions as set forth herein and in the Plan. THE STOCK REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY SET FORTH IN THE FIRST BANCORP, INC. 2010 EQUITY INCENTIVE PLAN, AS AMENDED FROM TIME TO TIME (THE “PLAN”), AND THE RESTRICTED STOCK AGREEMENT (THE “AGREEMENT”) UNDER THE PLAN BETWEEN THE FIRST BANCORP, INC. (THE “COMPANY”) AND THE REGISTERED HOLDER OF THIS CERTIFICATE. A COPY OF THE PLAN AND THE AGREEMENT MAY BE OBTAINED ON REQUEST FROM THE SECRETARY OF THE COMPANY. (b) Restricted Stock granted herein may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of by the Participant prior to the later of (i) vesting in accordance with Paragraph 3 hereof, and (ii) the fulfillment of the requirements contained in 31 C.F.R. Subtitle A § 30.1 (the “TARP Transferability Restrictions”). The TARP Transferability Restrictions provide that Participant may not transfer any of the Restricted Stock until all or part of the financial assistance received by the Company under TARP (the “TARP Assistance”) has been repaid, such that (A) up to 25% of the shares of Restricted Stock may be transferred at or after the time that the Company repays 25% of the aggregate TARP Assistance; (B) up to 50% of the shares of Restricted Stock may be transferred at or after the time that the Company repays 50% of the aggregate TARP Assistance; (c) up to 75% of the shares of Restricted Stock may be transferred at or after the time that the Company repays 75% of the aggregate TARP Assistance; and (D) any of the shares of Restricted Stock may be transferred at or after the time that the Company repays all of the aggregate TARP Assistance. Notwithstanding the restrictions contained in clause (ii) above and the preceding sentence, the Participant shall be subject entitled to transfer a portion of vested Restricted Stock as to which the following restrictions and conditions:Participant did not make an election under Section 83(b) of the Internal Revenue Code of 1986, as amended, as provided in the TARP Transferability Restrictions. (ic) Subject to The Participant acknowledges that the other provisions of this Plan and the terms of the particular Award Agreements, during such period as may be determined by the Compensation Committee commencing on the Date of Grant or the date of exercise of an Award (the “Restriction PeriodCommittee”) of the Company’s Board of Directors has adopted a Stock Ownership Policy (as amended from time to time, the “Ownership Policy”) which is applicable to the Participant. At the option of the Company, in the absence of evidence satisfactory to the Committee that the Participant has fulfilled the requirements of the Ownership Policy other than through ownership of the Restricted Stock, the Company may continue to hold the certificates representing all or any portion of the Restricted Stock to assure compliance with the Ownership Policy. Notwithstanding the foregoing, in addition to the limited transfers permitted under the last sentence of Paragraph 2(b) hereof, following the lapse of the transfer restrictions set forth in Paragraph 2(b), the Participant shall not be permitted allowed to sell, transfer, pledge or assign shares sell a number of Restricted Stock. Except for these limitations, the Committee may in its sole discretion, remove any or all of the restrictions on such Restricted Stock whenever it may determine that, by reason of changes in Applicable Laws or other changes in circumstances arising after the date of the Award, such action is appropriate. (ii) Except as provided in sub-paragraph (a) above or in the applicable Award Agreement, the Participant shall have, with respect to the Participant’s Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the shares, and the right to receive any dividends thereon. Shares of Common Stock free of restriction under this Plan shall be electronically registered in the Participant’s name (or, if certificates are issued shall be delivered to the Participant) promptly after, and only after, the Restriction Period shall expire without forfeiture in respect of such shares of Common Stock or after any other restrictions imposed on such shares of Common Stock by the applicable Award Agreement or other agreement have expired. Common Stock forfeited under the provisions of the Plan and the applicable Award Agreement shall be promptly returned to the Company by the forfeiting Participant (including, if applicable, any certificates for such shares). Each Award Agreement shall require that: each Participant, in connection with the issuance of a certificate for Restricted Stock, shall endorse such certificate in blank or execute a stock power in form satisfactory to the Company in blank and deliver such certificate and executed stock power to the Company. (iii) The Restriction Period, subject to Article 12 of the Plan, unless otherwise established by the Committee in the Award Agreement setting forth the terms of the Restricted Stock, shall expire upon satisfaction of the conditions set forth in the Award Agreement; such conditions may provide for vesting based on length of continuous service or such Performance Goals, as may be determined by the Committee in its sole discretion. (iv) Except as otherwise provided in the particular Award Agreement, upon Termination of Service for any reason during the Restriction Period, the nonvested shares of Restricted Stock shall be forfeited by the Participant. In the event a Participant has paid any consideration sufficient to the Company for such forfeited Restricted Stock, the Committee shall specify generate proceeds in the Award Agreement that either (1) the Company shall be obligated to, or (2) the Company may, in its sole discretion, elect to, pay to the Participant, as soon as practicable after the event causing forfeiture, in cash, an amount equal to the lesser federal and state income tax liability of the total consideration paid Participant arising from the lapse of such restrictions with respect to the Restricted Stock, as determined by the Committee based on information provided by the Participant. (d) If the Participant’s employment with the Company and its subsidiaries is voluntarily or involuntarily terminated for any reason (including death) prior to vesting of Restricted Stock granted herein, the Participant or the Participant’s legal representative shall forfeit such unvested Restricted Stock back to the Company for such forfeited no consideration. (e) The Company shall have the right, but not the obligation, to repurchase all or any part of the vested shares of Restricted Stock awarded hereunder in the event that the Participant’s employment with the Company and its subsidiaries is voluntarily or involuntarily terminated for any reason (including death), at the Fair Market Value of such forfeited shares Stock as of the date of Termination the notice of Servicethe exercise of such right. Such right shall be exercisable by the Company giving written notice of such exercise to the Participant at any time prior to ninety (90) days after the effective date of such termination. Such purchase price shall be payable in full in cash at closing, as and the CommitteeParticipant shall then deliver such certificates to the Company, together with a stock power duly executed in form and substance satisfactory to the Company, free and clear of all liens, encumbrances, pledges, security interests and adverse claims whatsoever. (f) As required under 31 C.F.R. Subtitle A, § 30.8 and Section 111(b)(3)(B) of the Emergency Economic Stabilization Act of 2008 (12 U.S.C. § 5221 et seq.), in the event that the Board determines, in its sole discretion shall select. Upon discretion, that the Participant realized any forfeiture, all rights of a Participant with respect to the forfeited shares of financial benefit from the Restricted Stock that was based on or resulted from materially inaccurate financial statements or any other materially inaccurate performance criteria of or relating to the Company and its subsidiaries, the Participant shall cease and terminate, without any further obligation on the part of be obligated to repay to the Company, on demand, the amount of such financial benefit.

Restrictions and Conditions. Shares of The following conditions and restrictions shall apply to the Restricted Stock: (a) Except as otherwise provided in this Agreement, the Restricted Stock and any Dividends shall be subject held by the Corporation until released to the Participant in accordance with the terms of the Plan and this Agreement. The Restricted Stock and any Dividends shall be released to Participant following restrictions and conditionsthe conclusion of the Measurement Period, to the extent that the following performance measures have been met or exceeded: (i) Subject to the other provisions of this Plan and the terms of the particular Award Agreements, during such period as may be determined by the Committee commencing set forth on the Date of Grant or the date of exercise of an Award Appendix A (the “Restriction PeriodInternal Performance Measures”), (ii) as set forth in Appendix B (the “Index Banks Performance Measures”), or (iii) as set forth in Appendix C (the “Return on Equity Performance Measure”). In applying the above, the Appendix providing the highest award shall be used. (b) The Participant shall not be permitted to sell, transfer, pledge or assign any portion of the Restricted Stock except as specifically permitted by the Plan and this Agreement. (c) Any certificates evidencing shares of Restricted Stock. Except for these limitations, Stock issued in the Committee may in its sole discretion, remove any or all name of the restrictions on Participant or any evidence of such share ownership entered upon the stock records of the Corporation maintained by its transfer agent shall bear a legend or other appropriate restriction substantially of the following substance: “The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Compass Bancshares, Inc., Incentive Compensation Plan and a Restricted Stock whenever it may determine that, by reason of changes in Applicable Laws or other changes in circumstances arising after the date of the Award, such action is appropriate. (ii) Except as provided in sub-paragraph (a) above or in the applicable Award Agreement, dated , 200___, entered into between the Participant shall have, with respect to registered owner and the Participant’s Restricted Stock, all Corporation. Copies of such Plan and Agreement are on file in the offices of the rights of a stockholder of Corporation, 1▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇.” Certificates evidencing the Company, including the right to vote the shares, and the right to receive any dividends thereon. Shares of Common Stock free of restriction under this Plan shall be electronically registered in the Participant’s name (or, if certificates are issued shall be delivered to the Participant) promptly after, and only after, the Restriction Period shall expire without forfeiture in respect of such shares of Common Stock or after any other restrictions imposed on such shares of Common Stock by the applicable Award Agreement or other agreement have expired. Common Stock forfeited under the provisions of the Plan and the applicable Award Agreement shall be promptly returned to the Company by the forfeiting Participant (including, if applicable, any certificates for such shares). Each Award Agreement shall require that: each Participant, in connection with the issuance of a certificate for Restricted Stock, shall endorse such certificate in blank or execute a stock power in form satisfactory to the Company in blank and deliver such certificate and executed stock power to the Company. (iii) The Restriction Period, subject to Article 12 of the Plan, unless otherwise established by the Committee in the Award Agreement setting forth the terms of the Restricted Stock, shall expire upon satisfaction of the conditions set forth in the Award Agreement; such conditions may provide for vesting based on length of continuous service or such Performance Goals, as may be determined by the Committee in its sole discretion. (iv) Except as otherwise provided in the particular Award Agreement, upon Termination of Service for any reason during the Restriction Period, the nonvested shares of Restricted Stock shall be forfeited held in custody by the Participant. In Corporation until the event shares have been released, and the Participant shall deliver a Participant has paid any consideration stock power, endorsed in blank, relating to the Company for such forfeited Restricted Stock, Stock simultaneously with the Committee shall specify in the Award execution of this Agreement that either or as requested hereafter. (1d) the Company shall be obligated to, or (2) the Company may, in its sole discretion, elect to, pay If Participant’s employment terminates prior to the Participant, as soon as practicable after the event causing forfeiture, in cash, an amount equal to the lesser conclusion of the total consideration paid by the Participant for such forfeited shares Measurement Period (other than through Death or the Fair Market Value of such forfeited shares as Disability or Sale of the date of Termination of ServiceCorporation), as the Committee, in its sole discretion shall select. Upon any forfeiture, all rights of a Participant with respect to the forfeited shares of the Restricted Stock shall cease and terminate, without any further obligation on the part of the Companybe forfeited.

Restrictions and Conditions. Subject to the Participant’s continuous employment with the Company, the Restriction Period applicable to the Restricted Shares shall lapse, and the Restricted Shares shall become vested as to one-third (1/3) of the Restricted Stock shall be Shares subject to the following Award on each of the first, second and third anniversaries of the Date of Grant. Except as provided in Section 3, the Restricted Shares will be forfeited as to the unvested portion of the Award if the Participant does not remain continuously in the employment of the Company through the specified lapsing dates set forth above. So long as the shares of Common Stock are subject to restrictions imposed under the Plan and conditionsthe Agreement: (ia) Subject the shares shall be held by a custodian in book entry form with restrictions on such shares duly noted or, alternatively, a certificate or certificates representing the Award shall be registered in the Participant’s name; (b) all such certificates shall be deposited with the Company, together with stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate, which would permit transfer to the other provisions Company of all or a portion of the shares of Common Stock subject to the Award in the event the Award is forfeited in whole or in part; (c) the record address of the holder of record of such shares shall be care of the Secretary of the Company at the Company’s principal executive office; (d) such shares shall bear a restrictive legend, as follows: “The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Dine Brands Global, Inc. 2016 Stock Incentive Plan and a Restricted Stock Award Agreement entered into between the terms registered owner and Dine Brands Global, Inc. Copies of such Plan and Agreement are on file in the offices of Dine Brands Global, Inc.”; (e) such shares shall bear any additional legend which may be required pursuant to Section 5.6 of the particular Award Agreements, during such period as may be determined by the Committee commencing on the Date of Grant or the date of exercise of an Award Plan; and (the “Restriction Period”), f) the Participant shall not be permitted to sell, transfer, pledge or assign shares the shares, except as described in Section 4 below. As of Restricted Stock. Except for these limitations, the Committee may in its sole discretion, remove any or all of the restrictions on such Restricted Stock whenever it may determine that, by reason of changes in Applicable Laws or other changes in circumstances arising after the each lapsing date of the Award, such action is appropriate. (ii) Except as provided in sub-paragraph (a) set forth above or in Section 3, subject to the applicable Award AgreementCompany’s right to require payment of any taxes as described in Section 8 below, the Participant restrictions shall have, with respect to be removed from the Participant’s Restricted Stock, all requisite number of the rights of a stockholder of the Company, including the right to vote the shares, and the right to receive any dividends thereon. Shares shares of Common Stock free that are held in book entry form, and all certificates evidencing ownership of restriction under this Plan shall be electronically registered in the Participant’s name (or, if certificates are issued requisite number of shares of Common Stock shall be delivered to the Participant) promptly after, and only after, the Restriction Period shall expire without forfeiture in respect of such shares of Common Stock or after any other restrictions imposed on such shares of Common Stock by the applicable Award Agreement or other agreement have expired. Common Stock forfeited under the provisions of the Plan and the applicable Award Agreement shall be promptly returned to the Company by the forfeiting Participant (including, if applicable, any certificates for such shares). Each Award Agreement shall require that: each Participant, in connection with the issuance of a certificate for Restricted Stock, shall endorse such certificate in blank or execute a stock power in form satisfactory to the Company in blank and deliver such certificate and executed stock power to the Company. (iii) The Restriction Period, subject to Article 12 of the Plan, unless otherwise established by the Committee in the Award Agreement setting forth the terms of the Restricted Stock, shall expire upon satisfaction of the conditions set forth in the Award Agreement; such conditions may provide for vesting based on length of continuous service or such Performance Goals, as may be determined by the Committee in its sole discretion. (iv) Except as otherwise provided in the particular Award Agreement, upon Termination of Service for any reason during the Restriction Period, the nonvested shares of Restricted Stock shall be forfeited by the Participant. In the event a Participant has paid any consideration to the Company for such forfeited Restricted Stock, the Committee shall specify in the Award Agreement that either (1) the Company shall be obligated to, or (2) the Company may, in its sole discretion, elect to, pay to the Participant, as soon as practicable after the event causing forfeiture, in cash, an amount equal to the lesser of the total consideration paid by the Participant for such forfeited shares or the Fair Market Value of such forfeited shares as of the date of Termination of Service, as the Committee, in its sole discretion shall select. Upon any forfeiture, all rights of a Participant with respect to the forfeited shares of the Restricted Stock shall cease and terminate, without any further obligation on the part of the Company.

Restrictions and Conditions. Shares of (a) The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions: (i) Subject to clauses (a)(iv) and (a)(v) below, the other provisions period of this Plan and the terms restriction with respect to shares of the particular Award Agreements, during such period as may be determined by the Committee commencing on the Date of Grant or the date of exercise of an Award Restricted Stock granted hereunder (the “Restriction Period”)) shall begin on the Grant Date and lapse on December 31, 2013. Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Participant shares shall be subject to forfeiture as described herein and the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge pledge, anticipate, alienate, encumber or assign shares of Restricted Stock. Except for these limitations, the Committee may in its sole discretion, remove any Shares (or all of the restrictions on have such Restricted Stock whenever it may determine that, by reason of changes in Applicable Laws Shares attached or other changes in circumstances arising after the date of the Award, such action is appropriategarnished). (ii) Except as provided in sub-paragraph the foregoing clause (aa)(i) above or in the applicable Award AgreementPlan, the Participant Grantee shall have, with in respect to of the Participant’s Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the shares, Shares and the right to receive any dividends thereon(unless the underlying Shares are forfeited). Certificates (or other applicable evidence of ownership) for Shares of Common Stock free of restriction under this Plan shall be electronically registered in the Participant’s name (or, if certificates are issued shall be delivered to the Participant) Grantee or his designee promptly after, and only after, the Restriction Period shall expire lapse without forfeiture in respect of such shares of Common Stock or after any other restrictions imposed on such shares of Common Stock by the applicable Award Agreement or other agreement have expired. Common Stock forfeited under the provisions of the Plan and the applicable Award Agreement shall be promptly returned to the Company by the forfeiting Participant (including, if applicable, any certificates for such shares). Each Award Agreement shall require that: each Participant, in connection with the issuance of a certificate for Restricted Stock, shall endorse such certificate in blank or execute a stock power in form satisfactory to the Company in blank and deliver such certificate and executed stock power to the Company. (iii) The If, during the Restriction Period, subject (A) the Grantee has a Termination of Service on account of death or Disability, by the Company and its affiliates for Cause or by the Grantee for any reason, or (B) the Grantee sells or otherwise disposes of any Shares purchased by the Grantee pursuant to Article 12 Section 3.5(a) of the PlanEmployment Agreement, unless otherwise established then all shares of Restricted Stock shall thereupon, and with no further action, be forfeited by the Committee Grantee, and neither the Grantee nor his successors, heirs, assigns or personal representatives will thereafter have any further rights or interests in the Award Agreement setting forth the terms of the such Restricted Stock. Notwithstanding the foregoing, shall expire upon satisfaction of the conditions set forth in the Award Agreement; such conditions may provide for vesting based on length of continuous service or such Performance GoalsBoard may, as may be determined by the Committee in at its sole discretion, permit, but is not required to permit, the Grantee to sell some or all of his Shares purchased pursuant to Section 3.5(a) of the Employment Agreement if such request is submitted in writing by the Grantee and, in such event, such sale shall not result in a forfeiture of Restricted Stock under this clause (a)(iii). (iv) Except as otherwise provided in In the particular Award Agreement, upon event the Grantee has a Termination of Service by the Company and its affiliates for any reason other than Cause, (A) on or prior to December 31, 2011, then the Restriction Period shall immediately lapse with respect to 24,839 shares of Restricted Stock (to the extent not previously forfeited); (B) between January 1, 2012 and December 31, 2012, then the Restriction Period shall immediately lapse with respect to 49,677 shares of Restricted Stock (to the extent not previously forfeited); and (C) between January 1, 2013 and December 31, 2013, then the Restriction Period shall immediately lapse on all Restricted Stock (to the extent not previously forfeited) granted to the Grantee hereunder. Any Shares not vested in accordance with the foregoing shall thereupon, and with no further action, be forfeited by the Grantee, and neither the Grantee nor his successors, heirs, assigns or personal representatives will thereafter have any further rights or interests in such Restricted Stock. (v) In the event of a Change in Control of the Company (regardless of whether a termination follows thereafter), during the Restriction Period, then the nonvested shares Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee hereunder. (vi) Cessation of service as an employee shall not be treated as a Termination of Service for purposes of this paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Board, and the termination of such successor service shall be treated as the applicable termination. (b) The Grantee may be issued a stock certificate or other evidence of ownership in respect of the Shares of Restricted Stock awarded hereunder. Any such certificate shall be forfeited registered in the name of the Grantee, and may include any legend which the Committee deems appropriate to reflect any restrictions on transfer provided hereunder or under the Plan, or as the Committee may otherwise deem appropriate, and, without limiting the generality of the foregoing, shall bear a legend referring to the terms, conditions, and restrictions applicable to this Agreement, substantially in the following form: THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) OF THE ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ INC. 2010 LONG TERM INCENTIVE COMPENSATION PLAN, AS IT MAY BE AMENDED FROM TIME TO TIME, AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ INC. COPIES OF SUCH PLAN AND AWARD AGREEMENT ARE ON FILE IN THE OFFICES OF ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ INC., AT ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ DRIVE, SUITE 300, CHARLOTTE, NORTH CAROLINA 28209-4670. The Committee shall require that any such stock certificate or other evidence of ownership issued be held in custody by the ParticipantCompany until the restrictions hereunder shall have lapsed. In If and when such restrictions so lapse, such stock certificate shall be delivered by the event a Participant has paid any consideration Company to the Company for such forfeited Restricted Stock, the Committee shall specify in the Award Agreement that either (1) the Company shall be obligated to, Grantee or (2) the Company may, in its sole discretion, elect to, pay to the Participant, as soon as practicable after the event causing forfeiture, in cash, an amount equal to the lesser of the total consideration paid by the Participant for such forfeited shares his or the Fair Market Value of such forfeited shares as of the date of Termination of Service, as the Committee, in its sole discretion shall select. Upon any forfeiture, all rights of a Participant with respect to the forfeited shares of the Restricted Stock shall cease and terminate, without any further obligation on the part of the Companyher designee.

Restrictions and Conditions. (a) Shares of Restricted Stock shall granted herein may not be subject sold, assigned, transferred, pledged or otherwise encumbered or disposed of by the Grantee prior to the following restrictions and conditions:vesting. (ib) Subject to Section 4(c) below, unless the other provisions Administrator provides Grantee (or ▇▇▇▇▇▇▇’s legal representative) contrary written notice within 60 days of this Plan the termination of ACTIVE/107558062.1 Grantee’s employment (which notice may be given in Administrator’s sole and complete discretion), if the Grantee’s employment with the Company, the Operating Partnership or any of their Subsidiaries (together, the “Relevant Companies”) is voluntarily or involuntarily terminated for any reason, the Company shall automatically repurchase from the Grantee or the Grantee’s legal representative any shares of Stock that are not then vested at a price equal to the purchase price per share set forth above. If the purchase price per share set forth above is zero, the unvested shares of Stock shall be automatically forfeited. If the Administrator provides Grantee (or Grantee’s legal representative) with written notice that the Company will permit the continued vesting of the unvested portion of the Award following the termination of ▇▇▇▇▇▇▇’s employment, then the unvested portion of the Award will continue to vest on the terms set forth in such notice. (c) Unless the Administrator otherwise consents in writing at the time of the particular grant of the Award Agreementsor within 30 days thereafter, during such period ▇▇▇▇▇▇▇ agrees not to file an election pursuant to Section 83(b) of the Internal Revenue Code of 1986, as may be determined by amended, (an “83(b) Election”) with the Committee commencing on the Date of Grant or the date of exercise of an Award (the “Restriction Period”), the Participant shall not be permitted Internal Revenue Service with respect to sell, transfer, pledge or assign any shares of Restricted StockStock issued pursuant to the Award. Except for these limitations, the Committee may in its sole discretion, remove If Grantee files an 83(b) Election with respect to any or all shares of the restrictions on such Restricted Stock whenever it may determine that, by reason of changes in Applicable Laws or other changes in circumstances arising after the date of issued pursuant to the Award, such action is appropriate. (ii) Except as provided in sub-paragraph (a) above or in the applicable Award Agreement, the Participant shall have, with respect to the Participant’s Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the shares, and the right to receive any dividends thereon. Shares of Common Stock free of restriction under this Plan shall be electronically registered in the Participant’s name (or, if certificates are issued shall be delivered to the Participant) promptly after, and only after, the Restriction Period shall expire without forfeiture in respect issuance of such shares of Common Stock or after any other restrictions imposed on such shares of Common Stock by the applicable Award Agreement or other agreement have expired. Common Stock forfeited under the provisions of the Plan and the applicable Award Agreement shall be promptly returned to the Company by the forfeiting Participant (including, if applicable, any certificates for such shares). Each Award Agreement shall require that: each Participant, in connection with the issuance of a certificate for Restricted Stock, shall endorse such certificate in blank or execute a stock power in form satisfactory to the Company in blank and deliver such certificate and executed stock power to the Company. (iii) The Restriction Period, subject to Article 12 of the Plan, unless otherwise established by the Committee in the Award Agreement setting forth the terms of the Restricted Stock, shall expire upon satisfaction of the conditions set forth in the Award Agreement; such conditions may provide for vesting based on length of continuous service or such Performance Goals, as may be determined by the Committee in its sole discretion. (iv) Except as otherwise provided in the particular Award Agreement, upon Termination of Service for any reason during the Restriction Period, the nonvested shares of Restricted Stock shall be forfeited by void and the Participant. In the event a Participant has paid any consideration to the Company for such forfeited Restricted Stock, the Committee Grantee shall specify in the Award Agreement that either (1) the Company shall be obligated to, or (2) the Company may, in its sole discretion, elect to, pay to the Participant, as soon as practicable after the event causing forfeiture, in cash, an amount equal to the lesser of the total consideration paid by the Participant for such forfeited shares or the Fair Market Value of such forfeited shares as of the date of Termination of Service, as the Committee, in its sole discretion shall select. Upon any forfeiture, all have no rights of a Participant with respect to the forfeited shares of the Restricted Stock shall cease and terminate, without any further obligation on the part of the Companysuch shares.

Restrictions and Conditions. Subject to the Participant's continuous service with the Company, the Restriction Period applicable to the Restricted Shares shall lapse, and the Restricted Shares shall become vested, on the third anniversary of the Date of Grant. Except as provided in Section 3, the Restricted Shares will be forfeited if the Participant does not remain continuously in the service of the Company through the specified lapsing date set forth above. So long as the shares of Common Stock are subject to restrictions imposed under the Plan and the Agreement: (a) the shares shall be held by a custodian in book entry form with restrictions on such shares duly noted or, alternatively, a certificate or certificates representing the Award shall be registered in the Participant's name; (b) all such certificates shall be deposited with the Company, together with stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate, which would permit transfer to the Company of all or a portion of the shares of Common Stock subject to the following restrictions and conditions:Award in the event the Award is forfeited in whole or in part; (ic) Subject the record address of the holder of record of such shares shall be care of the Secretary of the Company at the Company's principal executive office; (d) such shares shall bear a restrictive legend, as follows: “The transferability of this certificate and the shares of stock represented hereby are subject to the other provisions terms and conditions (including forfeiture) of this the DineEquity, Inc. 2011 Stock Incentive Plan, as amended, and a Restricted Stock Award Agreement entered into between the registered owner and DineEquity, Inc. Copies of such Plan and Agreement are on file in the terms offices of DineEquity, Inc.”; (e) such shares shall bear any additional legend which may be required pursuant to Section 5.6 of the particular Award Agreements, during such period as may be determined by the Committee commencing on the Date of Grant or the date of exercise of an Award Plan; and (the “Restriction Period”), f) the Participant shall not be permitted to sell, transfer, pledge or assign shares the shares, except as described in Section 4 below. As of Restricted Stock. Except for these limitations, the Committee may in its sole discretion, remove any or all of the restrictions on such Restricted Stock whenever it may determine that, by reason of changes in Applicable Laws or other changes in circumstances arising after the each lapsing date of the Award, such action is appropriate. (ii) Except as provided in sub-paragraph (a) set forth above or in the applicable Award AgreementSection 3, the Participant restrictions shall have, with respect to be removed from the Participant’s Restricted Stock, all requisite number of the rights of a stockholder of the Company, including the right to vote the shares, and the right to receive any dividends thereon. Shares shares of Common Stock free that are held in book entry form, and all certificates evidencing ownership of restriction under this Plan shall be electronically registered in the Participant’s name (or, if certificates are issued requisite number of shares of Common Stock shall be delivered to the Participant) promptly after, and only after, the Restriction Period shall expire without forfeiture in respect of such shares of Common Stock or after any other restrictions imposed on such shares of Common Stock by the applicable Award Agreement or other agreement have expired. Common Stock forfeited under the provisions of the Plan and the applicable Award Agreement shall be promptly returned to the Company by the forfeiting Participant (including, if applicable, any certificates for such shares). Each Award Agreement shall require that: each Participant, in connection with the issuance of a certificate for Restricted Stock, shall endorse such certificate in blank or execute a stock power in form satisfactory to the Company in blank and deliver such certificate and executed stock power to the Company. (iii) The Restriction Period, subject to Article 12 of the Plan, unless otherwise established by the Committee in the Award Agreement setting forth the terms of the Restricted Stock, shall expire upon satisfaction of the conditions set forth in the Award Agreement; such conditions may provide for vesting based on length of continuous service or such Performance Goals, as may be determined by the Committee in its sole discretion. (iv) Except as otherwise provided in the particular Award Agreement, upon Termination of Service for any reason during the Restriction Period, the nonvested shares of Restricted Stock shall be forfeited by the Participant. In the event a Participant has paid any consideration to the Company for such forfeited Restricted Stock, the Committee shall specify in the Award Agreement that either (1) the Company shall be obligated to, or (2) the Company may, in its sole discretion, elect to, pay to the Participant, as soon as practicable after the event causing forfeiture, in cash, an amount equal to the lesser of the total consideration paid by the Participant for such forfeited shares or the Fair Market Value of such forfeited shares as of the date of Termination of Service, as the Committee, in its sole discretion shall select. Upon any forfeiture, all rights of a Participant with respect to the forfeited shares of the Restricted Stock shall cease and terminate, without any further obligation on the part of the Company.

Restrictions and Conditions. Shares of The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions: (i) Subject to clause (iv) below, the other provisions period of this Plan and the terms of the particular Award Agreements, during such period as may be determined by the Committee commencing on the Date of Grant or the date of exercise of an Award restriction with respect to Shares granted hereunder (the “Restriction Period”)) shall begin on the date hereof and lapse on the following schedule: [ ] [ ] [ ] [ ] Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Participant Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge pledge, anticipate, alienate, encumber or assign shares of Restricted Stock. Except for these limitations, the Committee may in its sole discretion, remove any Shares (or all of the restrictions on have such Restricted Stock whenever it may determine that, by reason of changes in Applicable Laws Shares attached or other changes in circumstances arising after the date of the Award, such action is appropriategarnished). (ii) Except as provided in sub-paragraph the foregoing clause (ai) above or in the applicable Award AgreementPlan, the Participant Grantee shall have, with in respect to of the Participant’s Shares of Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the shares, Shares and the right to receive any dividends thereonif, as and when paid. Certificates for Shares of Common Stock free of restriction (not subject to restrictions under this Plan shall be electronically registered in the Participant’s name (or, if certificates are issued Plan) shall be delivered to the Participant) Grantee or his or her designee promptly after, and only after, the Restriction Period shall expire lapse without forfeiture in respect of such shares Shares of Common Stock or after any other restrictions imposed on such shares of Common Stock by the applicable Award Agreement or other agreement have expired. Common Stock forfeited under the provisions of the Plan and the applicable Award Agreement shall be promptly returned to the Company by the forfeiting Participant (including, if applicable, any certificates for such shares). Each Award Agreement shall require that: each Participant, in connection with the issuance of a certificate for Restricted Stock, shall endorse such certificate in blank or execute a stock power in form satisfactory to the Company in blank and deliver such certificate and executed stock power to the Company. (iii) The Subject to clause (iv) below, if the Grantee has a Termination of Service during the Restriction Period, then all Shares still subject to Article 12 of the Planrestriction shall thereupon, unless otherwise established and with no further action, be forfeited by the Committee in the Award Agreement setting forth the terms of the Restricted Stock, shall expire upon satisfaction of the conditions set forth in the Award Agreement; such conditions may provide for vesting based on length of continuous service or such Performance Goals, as may be determined by the Committee in its sole discretionGrantee. (iv) Except as otherwise provided In the event of a Change in Control or in the particular Award Agreement, upon event the Grantee has a Termination of Service for any reason on account of death or Disability, during the Restriction Period, then the nonvested shares of Restriction Period will immediately lapse on all Restricted Stock shall be forfeited by the Participant. In the event a Participant has paid any consideration granted to the Company Grantee. [for such forfeited Restricted Stockemployees:] [(v) Notwithstanding any other provision hereof, if the Committee shall specify in the Award Agreement that either (1) Grantee is party to an effective employment agreement with the Company from time to time, then the Restriction Period shall also end if and as may be obligated to, or (2) otherwise required by such employment agreement; and nothing herein shall limit any rights the Company may, in its sole discretion, elect to, pay to the Participant, as soon as practicable after the event causing forfeiture, in cash, an amount equal to the lesser of the total consideration paid by the Participant for Grantee may otherwise have under such forfeited shares or the Fair Market Value of such forfeited shares as of the date of Termination of Service, as the Committee, in its sole discretion shall select. Upon any forfeiture, all rights of a Participant with respect to the forfeited shares of the Restricted Stock shall cease and terminate, without any further obligation on the part of the Companyemployment agreement.]

Restrictions and Conditions. Shares of The following conditions and restrictions shall apply to the Restricted Stock: (a) Except as otherwise provided in this Agreement, the Restricted Stock and any Dividends shall be subject held by the Corporation until released to the Participant in accordance with the terms of the Plan and this Agreement. The Restricted Stock and any Dividends shall be released to Participant following restrictions and conditionsthe conclusion of the Measurement Period, to the extent that the following performance measures have been met or exceeded: (i) Subject to the other provisions of this Plan and the terms of the particular Award Agreements, during such period as may be determined by the Committee commencing set forth on the Date of Grant or the date of exercise of an Award Appendix A (the “Restriction PeriodInternal Performance Measures”), (ii) as set forth in Appendix B (the “Index Banks Performance Measures”), or (iii) as set forth in Appendix C (the “Return on Equity Performance Measure”). In applying the above, the Appendix providing the highest award shall be used. (b) The Participant shall not be permitted to sell, transfer, pledge or assign any portion of the Restricted Stock except as specifically permitted by the Plan and this Agreement. (c) Any certificates evidencing shares of Restricted Stock. Except for these limitations, Stock issued in the Committee may in its sole discretion, remove any or all name of the restrictions on Participant or any evidence of such share ownership entered upon the stock records of the Corporation maintained by its transfer agent shall bear a legend or other appropriate restriction substantially of the following substance: “The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Compass Bancshares, Inc., ___Incentive Compensation Plan and a Restricted Stock whenever it may determine that, by reason of changes in Applicable Laws or other changes in circumstances arising after the date of the Award, such action is appropriate. (ii) Except as provided in sub-paragraph (a) above or in the applicable Award Agreement, dated ___, 200___, entered into between the Participant shall have, with respect to registered owner and the Participant’s Restricted Stock, all Corporation. Copies of such Plan and Agreement are on file in the offices of the rights of a stockholder of Corporation, 1▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇.” Certificates evidencing the Company, including the right to vote the shares, and the right to receive any dividends thereon. Shares of Common Stock free of restriction under this Plan shall be electronically registered in the Participant’s name (or, if certificates are issued shall be delivered to the Participant) promptly after, and only after, the Restriction Period shall expire without forfeiture in respect of such shares of Common Stock or after any other restrictions imposed on such shares of Common Stock by the applicable Award Agreement or other agreement have expired. Common Stock forfeited under the provisions of the Plan and the applicable Award Agreement shall be promptly returned to the Company by the forfeiting Participant (including, if applicable, any certificates for such shares). Each Award Agreement shall require that: each Participant, in connection with the issuance of a certificate for Restricted Stock, shall endorse such certificate in blank or execute a stock power in form satisfactory to the Company in blank and deliver such certificate and executed stock power to the Company. (iii) The Restriction Period, subject to Article 12 of the Plan, unless otherwise established by the Committee in the Award Agreement setting forth the terms of the Restricted Stock, shall expire upon satisfaction of the conditions set forth in the Award Agreement; such conditions may provide for vesting based on length of continuous service or such Performance Goals, as may be determined by the Committee in its sole discretion. (iv) Except as otherwise provided in the particular Award Agreement, upon Termination of Service for any reason during the Restriction Period, the nonvested shares of Restricted Stock shall be forfeited held in custody by the Participant. In Corporation until the event shares have been released, and the Participant shall deliver a Participant has paid any consideration stock power, endorsed in blank, relating to the Company for such forfeited Restricted Stock, Stock simultaneously with the Committee shall specify in the Award execution of this Agreement that either or as requested hereafter. (1d) the Company shall be obligated to, or (2) the Company may, in its sole discretion, elect to, pay If Participant’s employment terminates prior to the Participant, as soon as practicable after the event causing forfeiture, in cash, an amount equal to the lesser conclusion of the total consideration paid by the Participant for such forfeited shares Measurement Period (other than through Normal Retirement or the Fair Market Value of such forfeited shares as Early Retirement, Death or Disability or Sale of the date of Termination of ServiceCorporation), as the Committee, in its sole discretion shall select. Upon any forfeiture, all rights of a Participant with respect to the forfeited shares of the Restricted Stock shall cease and terminate, without any further obligation on the part of the Companybe forfeited.

Restrictions and Conditions. Shares of The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions: (i) a. Subject to clauses (c) through (f) below, the other provisions period of this Plan and the terms of the particular Award Agreements, during such period as may be determined by the Committee commencing on the Date of Grant or the date of exercise of an Award restriction with respect to Shares granted hereunder (the “Restriction Period”)) shall begin on the Effective Date and lapse, if and as service on the Board of Directors continues, on the anniversary of the Effective Date. For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Participant Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge pledge, anticipate, alienate, encumber or assign shares Shares of Restricted Stock. Except for these limitations, the Committee may in its sole discretion, remove any Stock (or all of the restrictions on have such Restricted Stock whenever it may determine that, by reason of changes in Applicable Laws Shares attached or other changes in circumstances arising after the date of the Award, such action is appropriategarnished). (ii) b. Except as provided in sub-paragraph the foregoing clause (a), below in this clause (b) above or in the applicable Award AgreementPlan, the Participant Grantee shall have, with in respect to of the Participant’s Shares of Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the shares, Shares and the right to receive dividends. The Grantee shall be entitled to receive any dividends thereonor distributions on any shares of Restricted Stock (whether or not then subject to restrictions) which have not been forfeited. Certificates for Shares of Common Stock free of restriction under this Plan shall be electronically registered in the Participant’s name (or, if certificates are issued not subject to restrictions) shall be delivered to the Participant) Grantee or his or her designee promptly after, and only after, the Restriction Period shall expire lapse without forfeiture in respect of such shares Shares of Common Stock or after any other restrictions imposed on such shares of Common Stock by the applicable Award Agreement or other agreement have expired. Common Stock forfeited under the provisions of the Plan Restricted Stock. c. Subject to clauses (e) and the applicable Award Agreement shall be promptly returned to the Company by the forfeiting Participant (includingf) below, if applicable, any certificates for such shares). Each Award Agreement shall require that: each Participant, in connection with the issuance of Grantee has a certificate for Restricted Stock, shall endorse such certificate in blank or execute a stock power in form satisfactory to the Company in blank and deliver such certificate and executed stock power to the Company. (iii) The Restriction Period, subject to Article 12 of the Plan, unless otherwise established by the Committee in the Award Agreement setting forth the terms of the Restricted Stock, shall expire upon satisfaction of the conditions set forth in the Award Agreement; such conditions may provide for vesting based on length of continuous service or such Performance Goals, as may be determined by the Committee in its sole discretion. (iv) Except as otherwise provided in the particular Award Agreement, upon Termination of Service for any reason other than his or her death or Disability, during the Restriction Period, then the nonvested shares Restriction Period will immediately lapse with respect to a number of Restricted Stock Shares that is prorated to reflect the proportionate number of days served during the ___________ Service Period (such amount will be rounded down to the nearest whole number). Any Shares for which the Restriction Period does not lapse as a result of a Termination of Service pursuant to the foregoing sentence shall be forfeited by the ParticipantGrantee. d. If the Grantee has a Termination of Service on account of death or Disability during the Restriction Period, then the Restriction Period will immediately lapse on all Shares. e. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity assumes or continues the Grant of Restricted Stock and if the Grantee experiences a Termination of Service by the Resulting Entity and its Subsidiaries voluntarily for good reason, as defined by the Committee, during the twenty-four (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. In If an event described in clause (d) above occurs during or after the event twenty-four (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If there occurs during the Restriction Period a Participant has paid any consideration to Change of Control in which the Company for such forfeited Resulting Entity does not assume or continue the Grant of Restricted Stock, then the Committee shall specify Restriction Period will lapse on all Restricted Stock as of immediately prior to the Change of Control. For purposes of this Agreement, the “Resulting Entity” in the Award Agreement that either event of a Change of Control shall mean (1A) the Company shall be obligated toCompany, in the event of a Change of Control as defined in Section 15(j) (i), (ii), or (2iii) (C) of the Plan; (B) the Company mayentity (which may or may not be the Company) that is the continuing entity in the event of a merger or consolidation, in its sole discretion, elect to, pay to the Participant, as soon as practicable after the event causing forfeiture, of a Change of Control as defined in cash, an amount equal to the lesser Section 15(j)(iii)(A) of the total consideration paid by Plan; or (C) the Participant for such forfeited shares or the Fair Market Value of such forfeited shares as of the date of Termination of Service, as the Committee, in its sole discretion shall select. Upon any forfeiture, all rights of a Participant with respect to the forfeited shares of the Restricted Stock shall cease and terminate, without any further obligation on the part acquirer of the Company’s assets, in the event of a Change of Control as defined in Section 15(j)(iii)(B) of the Plan. f. Grantee shall forfeit such Shares of Restricted Stock as are required to be forfeited under (a) Section 954 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 and the related rules of the Securities and Exchange Commission or the applicable listing exchange or (b) such clawback or recoupment policy as the Board or Compensation Committee may adopt.

Restrictions and Conditions. Subject to the Participant’s continuous employment with the Company, the Restriction Period applicable to the Restricted Shares shall lapse, and the Restricted Shares shall become vested as to one-third (1/3) of the Restricted Stock shall be Shares subject to the following Award on each of the first, second and third anniversaries of the Date of Grant. Except as provided in Section 3, the Restricted Shares will be forfeited as to the unvested portion of the Award if the Participant does not remain continuously in the employment of the Company through the specified lapsing dates set forth above. So long as the shares of Common Stock are subject to restrictions imposed under the Plan and conditionsthe Agreement: (ia) Subject the shares shall be held by a custodian in book entry form with restrictions on such shares duly noted or, alternatively, a certificate or certificates representing the Award shall be registered in the Participant’s name; (b) all such certificates shall be deposited with the Company, together with stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate, which would permit transfer to the other provisions Company of all or a portion of the shares of Common Stock subject to the Award in the event the Award is forfeited in whole or in part; (c) the record address of the holder of record of such shares shall be care of the Secretary of the Company at the Company’s principal executive office; (d) such shares shall bear a restrictive legend, as follows: “The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the DineEquity, Inc. 2016 Stock Incentive Plan and a Restricted Stock Award Agreement entered into between the terms registered owner and DineEquity, Inc. Copies of such Plan and Agreement are on file in the offices of DineEquity, Inc.”; (e) such shares shall bear any additional legend which may be required pursuant to Section 5.6 of the particular Award Agreements, during such period as may be determined by the Committee commencing on the Date of Grant or the date of exercise of an Award Plan; and (the “Restriction Period”), f) the Participant shall not be permitted to sell, transfer, pledge or assign shares the shares, except as described in Section 4 below. As of Restricted Stock. Except for these limitations, the Committee may in its sole discretion, remove any or all of the restrictions on such Restricted Stock whenever it may determine that, by reason of changes in Applicable Laws or other changes in circumstances arising after the each lapsing date of the Award, such action is appropriate. (ii) Except as provided in sub-paragraph (a) set forth above or in Section 3, subject to the applicable Award AgreementCompany’s right to require payment of any taxes as described in Section 8 below, the Participant restrictions shall have, with respect to be removed from the Participant’s Restricted Stock, all requisite number of the rights of a stockholder of the Company, including the right to vote the shares, and the right to receive any dividends thereon. Shares shares of Common Stock free that are held in book entry form, and all certificates evidencing ownership of restriction under this Plan shall be electronically registered in the Participant’s name (or, if certificates are issued requisite number of shares of Common Stock shall be delivered to the Participant) promptly after, and only after, the Restriction Period shall expire without forfeiture in respect of such shares of Common Stock or after any other restrictions imposed on such shares of Common Stock by the applicable Award Agreement or other agreement have expired. Common Stock forfeited under the provisions of the Plan and the applicable Award Agreement shall be promptly returned to the Company by the forfeiting Participant (including, if applicable, any certificates for such shares). Each Award Agreement shall require that: each Participant, in connection with the issuance of a certificate for Restricted Stock, shall endorse such certificate in blank or execute a stock power in form satisfactory to the Company in blank and deliver such certificate and executed stock power to the Company. (iii) The Restriction Period, subject to Article 12 of the Plan, unless otherwise established by the Committee in the Award Agreement setting forth the terms of the Restricted Stock, shall expire upon satisfaction of the conditions set forth in the Award Agreement; such conditions may provide for vesting based on length of continuous service or such Performance Goals, as may be determined by the Committee in its sole discretion. (iv) Except as otherwise provided in the particular Award Agreement, upon Termination of Service for any reason during the Restriction Period, the nonvested shares of Restricted Stock shall be forfeited by the Participant. In the event a Participant has paid any consideration to the Company for such forfeited Restricted Stock, the Committee shall specify in the Award Agreement that either (1) the Company shall be obligated to, or (2) the Company may, in its sole discretion, elect to, pay to the Participant, as soon as practicable after the event causing forfeiture, in cash, an amount equal to the lesser of the total consideration paid by the Participant for such forfeited shares or the Fair Market Value of such forfeited shares as of the date of Termination of Service, as the Committee, in its sole discretion shall select. Upon any forfeiture, all rights of a Participant with respect to the forfeited shares of the Restricted Stock shall cease and terminate, without any further obligation on the part of the Company.

Restrictions and Conditions. Subject to the Participant’s continuous employment with the Company, the Restriction Period applicable to the Restricted Shares shall lapse, and the Restricted Shares shall become vested as to one-fourth (1/4) of the Restricted Stock shall be Shares subject to the following Award on each of the first, second, third and fourth anniversaries of the Date of Grant. Except as provided in Section 3, the Restricted Shares will be forfeited as to the unvested portion of the Award if the Participant does not remain continuously in the employment of the Company through the specified lapsing dates set forth above. So long as the shares of Common Stock are subject to restrictions imposed under the Plan and conditionsthe Agreement: (ia) Subject the shares shall be held by a custodian in book entry form with restrictions on such shares duly noted or, alternatively, a certificate or certificates representing the Award shall be registered in the Participant’s name; (b) all such certificates shall be deposited with the Company, together with stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate, which would permit transfer to the other provisions Company of all or a portion of the shares of Common Stock subject to the Award in the event the Award is forfeited in whole or in part; (c) the record address of the holder of record of such shares shall be care of the Secretary of the Company at the Company’s principal executive office; (d) such shares shall bear a restrictive legend, as follows: “The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Dine Brands Global, Inc. 2016 Stock Incentive Plan and a Restricted Stock Award Agreement entered into between the terms registered owner and Dine Brands Global, Inc. Copies of such Plan and Agreement are on file in the offices of Dine Brands Global, Inc.”; (e) such shares shall bear any additional legend which may be required pursuant to Section 5.6 of the particular Award Agreements, during such period as may be determined by the Committee commencing on the Date of Grant or the date of exercise of an Award Plan; and (the “Restriction Period”), f) the Participant shall not be permitted to sell, transfer, pledge or assign shares the shares, except as described in Section 4 below. As of Restricted Stock. Except for these limitations, the Committee may in its sole discretion, remove any or all of the restrictions on such Restricted Stock whenever it may determine that, by reason of changes in Applicable Laws or other changes in circumstances arising after the each lapsing date of the Award, such action is appropriate. (ii) Except as provided in sub-paragraph (a) set forth above or in Section 3, subject to the applicable Award AgreementCompany’s right to require payment of any taxes as described in Section 8 below, the Participant restrictions shall have, with respect to be removed from the Participant’s Restricted Stock, all requisite number of the rights of a stockholder of the Company, including the right to vote the shares, and the right to receive any dividends thereon. Shares shares of Common Stock free that are held in book entry form, and all certificates evidencing ownership of restriction under this Plan shall be electronically registered in the Participant’s name (or, if certificates are issued requisite number of shares of Common Stock shall be delivered to the Participant) promptly after, and only after, the Restriction Period shall expire without forfeiture in respect of such shares of Common Stock or after any other restrictions imposed on such shares of Common Stock by the applicable Award Agreement or other agreement have expired. Common Stock forfeited under the provisions of the Plan and the applicable Award Agreement shall be promptly returned to the Company by the forfeiting Participant (including, if applicable, any certificates for such shares). Each Award Agreement shall require that: each Participant, in connection with the issuance of a certificate for Restricted Stock, shall endorse such certificate in blank or execute a stock power in form satisfactory to the Company in blank and deliver such certificate and executed stock power to the Company. (iii) The Restriction Period, subject to Article 12 of the Plan, unless otherwise established by the Committee in the Award Agreement setting forth the terms of the Restricted Stock, shall expire upon satisfaction of the conditions set forth in the Award Agreement; such conditions may provide for vesting based on length of continuous service or such Performance Goals, as may be determined by the Committee in its sole discretion. (iv) Except as otherwise provided in the particular Award Agreement, upon Termination of Service for any reason during the Restriction Period, the nonvested shares of Restricted Stock shall be forfeited by the Participant. In the event a Participant has paid any consideration to the Company for such forfeited Restricted Stock, the Committee shall specify in the Award Agreement that either (1) the Company shall be obligated to, or (2) the Company may, in its sole discretion, elect to, pay to the Participant, as soon as practicable after the event causing forfeiture, in cash, an amount equal to the lesser of the total consideration paid by the Participant for such forfeited shares or the Fair Market Value of such forfeited shares as of the date of Termination of Service, as the Committee, in its sole discretion shall select. Upon any forfeiture, all rights of a Participant with respect to the forfeited shares of the Restricted Stock shall cease and terminate, without any further obligation on the part of the Company.

Restrictions and Conditions. Shares (a) Any book entries for the shares of Restricted Stock granted herein shall be subject to the following restrictions and conditions: (i) Subject to the other provisions of this Plan and the terms of the particular Award Agreementsbear an appropriate legend, during such period as may be determined by the Committee commencing on the Date of Grant or the date of exercise of an Award (the “Restriction Period”), the Participant shall not be permitted to sell, transfer, pledge or assign shares of Restricted Stock. Except for these limitations, the Committee may Administrator in its sole discretion, remove any or all of to the effect that such shares are subject to restrictions on such Restricted Stock whenever it may determine that, by reason of changes as set forth herein and in Applicable Laws or other changes in circumstances arising after the date of the Award, such action is appropriatePlan. (iib) Except as provided in sub-paragraph (a) above or in the applicable Award Agreement, the Participant shall have, with respect to the Participant’s Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the shares, and the right to receive any dividends thereon. Shares of Common Restricted Stock free granted herein may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of restriction under this Plan shall be electronically registered in the Participant’s name (or, if certificates are issued shall be delivered to the Participant) promptly after, and only after, the Restriction Period shall expire without forfeiture in respect of such shares of Common Stock or after any other restrictions imposed on such shares of Common Stock by the applicable Award Agreement or other agreement have expired. Common Stock forfeited under the provisions of the Plan and the applicable Award Agreement shall be promptly returned Grantee prior to the Company by the forfeiting Participant (including, if applicable, any certificates for such shares). Each Award Agreement shall require that: each Participant, in connection with the issuance of a certificate for Restricted Stock, shall endorse such certificate in blank or execute a stock power in form satisfactory to the Company in blank and deliver such certificate and executed stock power to the Companyvesting. (iiic) The Restriction Period, subject to Article 12 of If the Plan, unless otherwise established by Grantee’s employment with the Committee in the Award Agreement setting forth the terms of the Restricted Stock, shall expire upon satisfaction of the conditions set forth in the Award Agreement; such conditions may provide for vesting based on length of continuous service Company and its Subsidiaries is voluntarily or such Performance Goals, as may be determined by the Committee in its sole discretion. (iv) Except as otherwise provided in the particular Award Agreement, upon Termination of Service involuntarily terminated for any reason during the Restriction Periodprior to vesting of shares of Restricted Stock granted herein, the nonvested all shares of Restricted Stock shall immediately and automatically be forfeited and returned to the Company. Notwithstanding the foregoing, if the Grantee’s employment with the Company and its Subsidiaries is terminated due to the Grantee’s death or disability prior to the vesting of shares of Restricted Stock granted herein, all restrictions shall lapse and such shares shall automatically become fully vested. The Administrator’s determination of the reason for termination of the Grantee’s employment shall be conclusive and binding on the Grantee and his or her representatives or legatees. (d) Notwithstanding anything in this Award Agreement to the contrary, (i) in the case of a Sale Event (as defined in the Plan) prior to any Vesting Date in which this Award is assumed or continued by the Participant. In successor entity in such Sale Event or substituted with a new award of such successor (in accordance with Section 3(c) of the event Plan), this Award Agreement and the shares of Restricted Stock granted herein shall be treated in accordance with Section 3(c) of the Plan; provided, however, that in connection with a Participant has paid any consideration to Sale Event in which this Award is assumed or continued by the successor entity in such Sale Event or substituted with a new award of such successor (in accordance with Section 3(c) of the Plan), the shares of Restricted Stock granted herein shall be deemed vested in full upon the date on which the Grantee’s employment with the Company for and its Subsidiaries or the successor entity terminates if such forfeited Restricted Stocktermination occurs on or following the date of such Sale Event and is without Cause (as defined below) and in connection with a Sale Event in which this Award is not assumed or continued by the successor entity in such Sale Event or substituted with a new award of such successor, the Committee shall specify in the Award Agreement that either (1) the Company shares of Restricted Stock granted herein shall be obligated to, or (2) the Company may, deemed vested in its sole discretion, elect to, pay to the Participant, as soon as practicable after the event causing forfeiture, in cash, an amount equal to the lesser of the total consideration paid by the Participant for such forfeited shares or the Fair Market Value of such forfeited shares full as of the date effective time of Termination of Service, as the Committee, in its sole discretion shall select. Upon any forfeiture, all rights of a Participant with respect to the forfeited shares of the Restricted Stock shall cease and terminate, without any further obligation on the part of the Companysuch Sale Event.

Restrictions and Conditions. Subject to the Participant’s continuous employment with the Company, the Restriction Period applicable to the Restricted Shares shall lapse, and the Restricted Shares shall become vested, on the first anniversary of the Date of Grant. Except as provided in Section 3, the Restricted Shares will be forfeited if the Participant does not remain continuously in the employment of the Company through the specified lapsing date set forth above. So long as the shares of Common Stock are subject to restrictions imposed under the Plan and the Agreement: (a) the shares shall be held by a custodian in book entry form with restrictions on such shares duly noted or, alternatively, a certificate or certificates representing the Award shall be registered in the Participant’s name; (b) all such certificates shall be deposited with the Company, together with stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate, which would permit transfer to the Company of all or a portion of the shares of Common Stock subject to the following restrictions and conditions:Award in the event the Award is forfeited in whole or in part; (ic) Subject the record address of the holder of record of such shares shall be care of the Secretary of the Company at the Company’s principal executive office; (d) such shares shall bear a restrictive legend, as follows: “The transferability of this certificate and the shares of stock represented hereby are subject to the other provisions terms and conditions (including forfeiture) of this the Dine Brands Global, Inc. 2016 Stock Incentive Plan and a Restricted Stock Award Agreement entered into between the terms registered owner and Dine Brands Global, Inc. Copies of such Plan and Agreement are on file in the offices of Dine Brands Global, Inc.”; (e) such shares shall bear any additional legend which may be required pursuant to Section 5.6 of the particular Award Agreements, during such period as may be determined by the Committee commencing on the Date of Grant or the date of exercise of an Award Plan; and (the “Restriction Period”), f) the Participant shall not be permitted to sell, transfer, pledge or assign shares the shares, except as described in Section 4 below. As of Restricted Stock. Except for these limitations, the Committee may in its sole discretion, remove any or all of the restrictions on such Restricted Stock whenever it may determine that, by reason of changes in Applicable Laws or other changes in circumstances arising after the each lapsing date of the Award, such action is appropriate. (ii) Except as provided in sub-paragraph (a) set forth above or in Section 3, subject to the applicable Award AgreementCompany’s right to require payment of any taxes as described in Section 8 below, the Participant restrictions shall have, with respect to be removed from the Participant’s Restricted Stock, all requisite number of the rights of a stockholder of the Company, including the right to vote the shares, and the right to receive any dividends thereon. Shares shares of Common Stock free that are held in book entry form, and all certificates evidencing ownership of restriction under this Plan shall be electronically registered in the Participant’s name (or, if certificates are issued requisite number of shares of Common Stock shall be delivered to the Participant) promptly after, and only after, the Restriction Period shall expire without forfeiture in respect of such shares of Common Stock or after any other restrictions imposed on such shares of Common Stock by the applicable Award Agreement or other agreement have expired. Common Stock forfeited under the provisions of the Plan and the applicable Award Agreement shall be promptly returned to the Company by the forfeiting Participant (including, if applicable, any certificates for such shares). Each Award Agreement shall require that: each Participant, in connection with the issuance of a certificate for Restricted Stock, shall endorse such certificate in blank or execute a stock power in form satisfactory to the Company in blank and deliver such certificate and executed stock power to the Company. (iii) The Restriction Period, subject to Article 12 of the Plan, unless otherwise established by the Committee in the Award Agreement setting forth the terms of the Restricted Stock, shall expire upon satisfaction of the conditions set forth in the Award Agreement; such conditions may provide for vesting based on length of continuous service or such Performance Goals, as may be determined by the Committee in its sole discretion. (iv) Except as otherwise provided in the particular Award Agreement, upon Termination of Service for any reason during the Restriction Period, the nonvested shares of Restricted Stock shall be forfeited by the Participant. In the event a Participant has paid any consideration to the Company for such forfeited Restricted Stock, the Committee shall specify in the Award Agreement that either (1) the Company shall be obligated to, or (2) the Company may, in its sole discretion, elect to, pay to the Participant, as soon as practicable after the event causing forfeiture, in cash, an amount equal to the lesser of the total consideration paid by the Participant for such forfeited shares or the Fair Market Value of such forfeited shares as of the date of Termination of Service, as the Committee, in its sole discretion shall select. Upon any forfeiture, all rights of a Participant with respect to the forfeited shares of the Restricted Stock shall cease and terminate, without any further obligation on the part of the Company.

Restrictions and Conditions. Subject to the Participant’s continuous employment with the Company, the Restriction Period applicable to the Restricted Shares shall lapse, and the Restricted Shares shall become vested as to one-fifth (1/5) of the Restricted Stock shall be Shares subject to the following Award on the first anniversary of the Date of Grant, two-fifth (2/5) of the Restricted Shares subject to the Award on the second anniversary of the Date of Grant, and one-fifth (1/5) of the Restricted Shares subject to the Award on each of the third and fourth anniversaries of the Date of Grant. Except as provided in Section 3, the Restricted Shares will be forfeited as to the unvested portion of the Award if the Participant does not remain continuously in the employment of the Company through the specified lapsing dates set forth above. So long as the shares of Common Stock are subject to restrictions imposed under the Plan and conditionsthe Agreement: (ia) Subject the shares shall be held by a custodian in book entry form with restrictions on such shares duly noted or, alternatively, a certificate or certificates representing the Award shall be registered in the Participant’s name; (b) all such certificates shall be deposited with the Company, together with stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate, which would permit transfer to the other provisions Company of all or a portion of the shares of Common Stock subject to the Award in the event the Award is forfeited in whole or in part; (c) the record address of the holder of record of such shares shall be care of the Secretary of the Company at the Company’s principal executive office; (d) such shares shall bear a restrictive legend, as follows: “The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Dine Brands Global, Inc. 2016 Stock Incentive Plan and a Restricted Stock Award Agreement entered into between the terms registered owner and Dine Brands Global, Inc. Copies of such Plan and Agreement are on file in the offices of Dine Brands Global, Inc.”; (e) such shares shall bear any additional legend which may be required pursuant to Section 5.6 of the particular Award Agreements, during such period as may be determined by the Committee commencing on the Date of Grant or the date of exercise of an Award Plan; and (the “Restriction Period”), f) the Participant shall not be permitted to sell, transfer, pledge or assign shares the shares, except as described in Section 4 below. As of Restricted Stock. Except for these limitations, the Committee may in its sole discretion, remove any or all of the restrictions on such Restricted Stock whenever it may determine that, by reason of changes in Applicable Laws or other changes in circumstances arising after the each lapsing date of the Award, such action is appropriate. (ii) Except as provided in sub-paragraph (a) set forth above or in Section 3, subject to the applicable Award AgreementCompany’s right to require payment of any taxes as described in Section 8 below, the Participant restrictions shall have, with respect to be removed from the Participant’s Restricted Stock, all requisite number of the rights of a stockholder of the Company, including the right to vote the shares, and the right to receive any dividends thereon. Shares shares of Common Stock free that are held in book entry form, and all certificates evidencing ownership of restriction under this Plan shall be electronically registered in the Participant’s name (or, if certificates are issued requisite number of shares of Common Stock shall be delivered to the Participant) promptly after, and only after, the Restriction Period shall expire without forfeiture in respect of such shares of Common Stock or after any other restrictions imposed on such shares of Common Stock by the applicable Award Agreement or other agreement have expired. Common Stock forfeited under the provisions of the Plan and the applicable Award Agreement shall be promptly returned to the Company by the forfeiting Participant (including, if applicable, any certificates for such shares). Each Award Agreement shall require that: each Participant, in connection with the issuance of a certificate for Restricted Stock, shall endorse such certificate in blank or execute a stock power in form satisfactory to the Company in blank and deliver such certificate and executed stock power to the Company. (iii) The Restriction Period, subject to Article 12 of the Plan, unless otherwise established by the Committee in the Award Agreement setting forth the terms of the Restricted Stock, shall expire upon satisfaction of the conditions set forth in the Award Agreement; such conditions may provide for vesting based on length of continuous service or such Performance Goals, as may be determined by the Committee in its sole discretion. (iv) Except as otherwise provided in the particular Award Agreement, upon Termination of Service for any reason during the Restriction Period, the nonvested shares of Restricted Stock shall be forfeited by the Participant. In the event a Participant has paid any consideration to the Company for such forfeited Restricted Stock, the Committee shall specify in the Award Agreement that either (1) the Company shall be obligated to, or (2) the Company may, in its sole discretion, elect to, pay to the Participant, as soon as practicable after the event causing forfeiture, in cash, an amount equal to the lesser of the total consideration paid by the Participant for such forfeited shares or the Fair Market Value of such forfeited shares as of the date of Termination of Service, as the Committee, in its sole discretion shall select. Upon any forfeiture, all rights of a Participant with respect to the forfeited shares of the Restricted Stock shall cease and terminate, without any further obligation on the part of the Company.