A-3

(i)

Dividends.

Unless the Committee determines otherwise with respect to any Restricted Stock Award and

specifies such determination in the relevant Award Agreement, any cash dividends or distributions declared with respect to

shares of Stock subject to the Restricted Stock Award shall be immediately distributed to the Participants.

Notwithstanding

the foregoing, no dividends shall be paid with respect to any Restricted Stock Awards subject to performance-based vesting

conditions unless and until the Participant vests in the Restricted Stock Award.

Upon the vesting of a performance-based

Restricted Stock Award, any dividends declared but not paid to the Participant during the vesting period shall be paid within

thirty (30) days following the vesting date.

Any stock dividends declared on shares of Stock subject to a Restricted Stock

Award shall be subject to the same restrictions and shall vest at the same time as the shares of Restricted Stock from which the

dividends were derived.

(ii)

Voting Rights.

Unless the Committee determines otherwise with respect to any Restricted Stock Award and

specifies such determination in the relevant Award Agreement, a Participant shall have voting rights related to the unvested,

non-forfeited Restricted Stock Award and such voting rights shall be exercised by the Participant in his or her discretion.

(iii)

Tender Offers and Merger Elections.

Each Participant to whom a Restricted Stock Award is granted shall

have the right to respond, or to direct the response, with respect to the related shares of Restricted Stock, to any tender offer,

exchange offer, cash/stock merger consideration election or other offer made to, or elections made by, the holders of shares of

Stock. The direction for any the shares of Restricted Stock shall be given by proxy or ballot (if the Participant is the beneficial

owner of the shares of Restricted Stock for voting purposes) or by completing and filing, with the inspector of elections, the

trustee or the other person who shall be independent of the Company, as the Committee shall designate in the direction (if the

Participant is not the a beneficial owner), a written direction in the form and manner prescribed by the Committee. If no

direction is given, then the shares of Restricted Stock shall not be tendered.

Section 2.4

Restricted Stock Units

.

(a)

Grant of Restricted Stock Unit Awards.

A Restricted Stock Unit is an Award denominated in shares of Stock that is

similar to a Restricted Stock Award except no shares of Stock are actually awarded on the date of grant. A Restricted Stock Unit is

subject to a vesting schedule or the satisfaction of market conditions or performance conditions and shall be settled in shares of Stock,

provided, however, that in the sole discretion of the Committee, determined at the time of settlement, a Restricted Stock Unit may be

settled in cash based on the Fair Market Value of a share of the Stock multiplied by the number of Restricted Stock Units being settled,

or a combination of shares of Stock and cash. Each Restricted Stock Unit shall be evidenced by an Award Agreement that specifies

(i) the number of Restricted Stock Units covered by the Award; (ii) the date of grant of the Restricted Stock Units; (iii) the Restriction

Period and the vesting period (whether time- and/or performance-based); (iv) any other terms and conditions not inconsistent with the

Plan, including the effect of termination of a Participant's employment or Service.

(b)

Other Terms and Conditions.

Each Restricted Stock Unit Award shall be subject to the following terms and conditions:

(i)

The Committee shall impose any other conditions and/or restrictions on any Restricted Stock Unit Award as it

may deem advisable, including, without limitation, a requirement that Participants pay a stipulated purchase price for each

Restricted Stock Unit, time-based restrictions and vesting following the attainment of performance measures, restrictions under

applicable laws or under the requirements of any Exchange or market upon which shares of Stock may be listed, or holding

requirements or sale restrictions placed by the Company upon vesting of Restricted Stock Units.

(ii)

The conditions for grant or vesting and the other provisions of Restricted Stock Units (including without

limitation any applicable performance measures) need not be the same with respect to each recipient. An Award of Restricted

Stock Units shall generally be settled as and when the Restricted Stock Units vest or, in the case of Restricted Stock Units

subject to performance measures, after the Committee has determined that the performance goals have been satisfied.

(iii)

Subject to the provisions of the Plan and the applicable Award Agreement, during the period, if any, set by the

Committee, commencing with the date of grant of the Restricted Stock Unit for which the Participant’s continued Service is

required (the “Restriction Period”), and until the later of (A) the expiration of the Restriction Period and (B) the date the

applicable performance measures (if any) are satisfied, the Participant shall not be permitted to sell, assign, transfer, pledge or

otherwise encumber Restricted Stock Units.