Form of Restricted Stock Agreements Daniel H. Movens

However, as Restricted Stock vests, the certificate(s) representing the vested shares (together with an applicable assignment separate from certificate) shall be immediately delivered to Grantee.

Rights of Shareholder.  Prior to delivery of shares of Restricted Stock to Grantee at the time they vest as set forth in Section 3 above, Grantee shall have voting rights and shall be entitled to receive dividends and other distributions. Dividends on other distributions paid in any form other than cash, however, shall be subject to the same vesting requirements as set forth in Section 2 above (e.g., if a stock dividend of one share for every 100 shares is declared, Grantee would be entitled to ___ additional shares with vesting on each of __-__-__, _-__-__ and _-__-__. Such additional shares would be held in the same manner as provided in Section 3 above, together with applicable assignments separate from certificate.

The Grantee shall not sell, transfer, assign, pledge or otherwise dispose of (a “Transfer”) the Restricted Stock or any interest in the Restricted Stock prior to the time it vests.

At the time Restricted Stock vests, unless such Restricted Stock is registered under the Securities Act, no holder thereof may Transfer any such shares without first delivering to the Company an opinion of counsel (reasonably acceptable in form and substance to the Company) that neither registration nor qualification under the Securities Act and applicable state securities law is required in connection with such Transfer. The Restricted Stock is currently registered on Form S-8 under the Securities Act.

The Company may assign its rights and delegate its duties under this Agreement.

Conformity with Plan. The Restricted Stock is intended to conform in all material respects with, and is subject to, the applicable provisions of the Plan and the Employment Agreement. The provisions of the Plan, the Employment Agreement and the Agreement are to be read in a broad and flexible manner to the maximum extent possible so that their applicable provisions are deemed consistent with each other. If any provisions are clearly inconsistent, the terms of the Plan shall control. However, where the Plan includes language to the effect, for example, that the Plan provides for the following unless the Restricted Stock Agreement provides otherwise, the terms of the Agreement shall control. The Company also agrees not to take any adverse action under Section 8.3(c) of the Plan and not to exercise its rights under Section 8.7 (entitled “Forfeiture Provisions”) of the Plan.