Form of LTIP Restricted Stock Award Agreement, filed within this Form 10-Q as Exhibit 10.51

(a) Transfer Restrictions.  Except as otherwise permitted under this Agreement, Employee agrees not to sell, transfer, assign, give, pledge, or otherwise dispose of or encumber any part or all of the Restricted Shares, whether voluntarily, by operation of law, or otherwise, prior to the lapse of the Transfer Restrictions thereon pursuant to Section 4 hereof.  Any attempted transfer of all or any portion of the Restricted Shares that remain subject to the Transfer Restrictions shall be considered null and void and the Employee shall continue to be bound by all of the terms and provisions hereof.

(b) Forfeiture Restrictions.  Subject to Section 4(b) hereof, upon Employee’s Termination of Service prior to February 1, 2014, for any reason other than the Employee’s death, Disability, or Retirement, all of the Restricted Shares that have not yet become Vested Shares (as defined below) at the effective time of such Termination of Service (as determined after taking into account Section 4 hereof), shall be returned to and canceled by the Company and shall be deemed to have been forfeited by Employee.  The Company will not be obligated to pay Employee any consideration whatsoever for any forfeited Restricted Shares.& #160; Subject to Section 1(b)(iii), in the event of Employee’s Termination of Service prior to February 1, 2014, for any reason other than Employee’s death, Disability or Retirement, the Employee shall promptly deliver to the Company the certificates representing the Restricted Shares, together with any documents requested by the Company necessary to effectuate such transfer.

provided that the Employee remains in the continuous employment of the Company or one of its Subsidiaries as of each such Vesting Date.  In the event of Employee’s Termination of Service prior to February 1, 2014, no further vesting (pro rata or otherwise) shall occur from and after the effective date of such Termination of Service.

(b) Notwithstanding Section 4(a), the Restrictions shall lapse as to any Restricted Shares then held by the Employee on the first to occur of (i) the effective date of a Change of Control of the Company or (ii) the date of Employee’s Termination of Service as a result of death, Disability or Retirement.

(c) To the extent the Restrictions shall have lapsed under Section 4(a) or Section 4(b) with respect to any Restricted Shares, those shares (“Vested Shares”) will, from and after the applicable vesting date, thereafter be free of the Restrictions set forth in Section 3 hereof.

(d) If any of the Restricted Shares vest upon the death of the Employee, they shall be registered in the name of the estate of the Employee except that, to the extent permitted by the Committee, if the Company shall have theretofore received in writing a beneficiary designation, the Shares shall be registered in the name of the Employee’s designated beneficiary.

“Change of Control ” shall mean a change in control of a nature that would be required to be reported in response to Item 5.01 of the Current Report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”) or would have been required to be so reported but for the fact that such event had been “previously reported” as that term is defined in Rule 12b-2 of Regulation 12B of the Exchange Act unless the transactions that give rise to the Change of Control are approved or ratified by a majority of the members of the Incumbent Board who are not participants in the Plan; provided that, without limitation, notwithstanding anything herein to the contrar y, a Change of Control shall be deemed to have occurred if (i) any Person is or becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 40% of the combined voting power of the Company’s then outstanding securities ordinarily (apart from rights accruing under special circumstances) having the right to vote at elections of directors (“Voting Securities”), (ii) individuals who constitute the Incumbent Board cease for any reason to constitute at least a majority thereof, or (iii) the stockholders of the Company approve a reorganization, merger or consolidation with respect to which persons who were the stockholders of the Company immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own, directly or indirectly, more than 50% of the combined voting power entitled to vote generally in the election of directors of the reorganized, merge d or consolidated corporation’s then outstanding voting securities, or a liquidation or dissolution of the Company or of the sale of all or substantially all of the assets of the Company.  

(a) The award of Restricted Shares to the Employee pursuant to this Agreement, and the lapse of the Restrictions on the Restricted Shares, are expressly conditioned on all applicable federal, state or local withholding taxes having been timely paid by Employee pursuant to a direct payment of cash or other readily available funds to the Company.  If the Employee shall have elected to file a Section 83(b) election with respect to the award of Restricted Shares hereunder, the Employee shall provide the Company with a direct payment of cash or other immediately available funds in an amount equal to all applicable withholding taxes not later than 30 days after the Grant Date.  The amount of withhol ding taxes the Employee is obligated to pay to the Company shall be the minimum amount of taxes required by law to be withheld by the Company in connection with the Employee’s taxable compensation event resulting from the Restricted Shares.

(b) Employee shall have the right to satisfy all or any portion of his or her obligations under Section 9(a) by electing to have the Company withhold from delivery that number of Restricted Shares having an aggregate Fair Market Value equal to that portion of Employee’s withholding taxes Employee elects to satisfy by relinquishing Restricted Shares.  For purposes of this Agreement, the Fair Market Value of any Restricted Shares withheld by the Company under this Section 9(b) shall be measured as of the date of the applicable taxable event resulting in any such withholding tax obligation, as determined pursuant to the Plan.

(c) Employee acknowledges that, in the event Employee does not make a Section 83(b) election with respect to the award of Restricted Shares hereunder, that any dividends paid with respect to any Restricted Shares shall be treated as compensation income for tax purposes and shall be subject to applicable withholding taxes.  Employee further authorizes the Company or the appropriate Subsidiary to withhold such taxes from Employee’s base salary or other cash compensation.

(b) This Agreement shall not affect in any way the right or power of the Company or its shareholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or other securities with preference ahead of or convertible into, or otherwise affecting the Restricted Shares or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of the Company’s assets or business, or any other act or proceeding, whether of a similar character or otherwise.

(c) In the event that any term or provision of this Agreement shall be finally determined to be superseded, invalid, illegal or otherwise unenforceable pursuant to applicable law by a governmental authority having jurisdiction and venue, that determination shall not impair or otherwise affect the validity, legality or enforceability, to the maximum extent permissible by law, (i) by or before that authority of the remaining terms and provisions of this Agreement, which shall be enforced as if the unenforceable term or provision were deleted, or (ii) by or before any other authority of any of the terms and provisions of this Agreement.