Three Months Ended March 31

Prior to March 30, 2008, the Committee shall establish a threshold, target and maximum Performance Goal with respect to the Award, in accordance with the requirements of Section 6.7 of the Plan, based upon the Company’s return on net assets for the period beginning January 1, 2008 and ending December 31, 2010 (the “Performance Cycle”). Following the end of the Performance Cycle, the Committee shall compare the actual performance of the Company with the Performance Goal and certify, in writing, whether and to what extent the Performance Goal has been achieved for such Performance Cycle. Subject to the provisions of Paragraph 3 below, upon written certification by the Committee, which shall occur no later than March 31, 2011, whether, and to what extent, the Performance Goal has been achieved, the Performance Shares will become vested (the “Vesting Date”) in accordance with the table set forth below; provided, however, that the Performance Shares shall not vest and shall be forfeited to the extent the Performance Goal is not achieved for the Performance Cycle. The number of Performance Shares vested is contingent upon the Company’s achievement of the Performance Goal for the Performance Cycle.

Immediately following the execution of this Agreement, the Performance Shares will be transferred of record to the Participant and a certificate or certificates representing said Performance Shares will be issued in the name of the Participant. Each of such Performance Share certificates will bear a legend as provided by the Company, conspicuously referring to the terms, conditions and restrictions as permitted under Section 15.9 of the Plan. The Company either shall retain custody of such Performance Share certificate(s) prior to vesting or require the Participant to enter into an escrow arrangement under which such Performance Share certificate(s) will be held by an escrow agent. Certificates for shares of Common Stock free of restriction under this Agreement and the Plan shall be delivered to the Participant promptly after, and only after, the Committee has certified that the Performance Goals were met. The delivery of any shares of Restricted Stock pursuant to this Agreement is subject to the provisions of Paragraph 9 below. The Participant, by his or her acceptance of this Agreement, shall irrevocably grant to the Company a power of attorney to transfer any shares forfeited pursuant to Paragraph 3 and agrees to execute any documents requested by the Company in connection with such forfeiture and transfer. The provisions of this Paragraph 2 shall be specifically performable by the Company in a court of equity or law.

Absent prior written consent of the Committee, the Performance Shares granted hereunder to the Participant may not be sold, assigned, transferred, pledged or otherwise encumbered, whether voluntarily or involuntarily, by operation of law or otherwise, from the Date of Grant until said shares shall have become vested in the Participant.

Consistent with the foregoing, except as contemplated by Paragraph 5, no right or benefit under this Agreement shall be subject to transfer, anticipation, alienation, sale, assignment, pledge, encumbrance or charge, whether voluntary, involuntary, by operation of law or otherwise, and any attempt to transfer, anticipate, alienate, sell, assign, pledge, encumber or charge the same shall be void. No right or benefit hereunder shall in any manner be liable for or subject to any debts, contracts, liabilities or torts of the person entitled to such benefits. If the Participant or his Beneficiary hereunder shall become bankrupt or attempt to transfer, anticipate, alienate, assign, sell, pledge, encumber or charge any right or benefit hereunder, other than as contemplated by Paragraph 8, or if any creditor shall attempt to subject the same to a writ of garnishment, attachment, execution, sequestration, or any other form of process or involuntary lien or seizure, then such right or benefit shall cease and terminate.

The Performance Shares granted pursuant to this Agreement shall vest in accordance with the vesting schedule reflected in Paragraph 2(a) above, as long as the Participant remains employed by the Company or a Subsidiary. The Performance Shares granted pursuant to this Agreement shall cease vesting and shall be immediately forfeited upon the date the Participant terminates employment, unless:

the Company and its Subsidiaries terminate the Participant’s employment prior to February 28, 2010 without “cause” (as such term is defined in the Participant’s existing employment agreement);

the Participant’s employment terminates prior to February 28, 2010 by reason of his “disability” (as such term is defined in the Participant’s existing employment agreement) or his death;

the Participant resigns his employment with the Company prior to February 28, 2010 upon the appointment of a successor Chief Executive Officer of the Company; or

the Participant terminates his employment with the Company prior to February 28, 2010 following the assignment to the Participant of duties materially inconsistent with his positions with the Company or following any actions by the Company resulting in a material diminution of his position or duties;

give the Participant any right to be awarded any further Performance Shares or any other Award in the future, even if Performance Shares or other Awards are granted on a regular or repeated basis, as grants of Performance Shares and other Awards are completely voluntary and made solely in the discretion of the Committee;

give the Participant or any other person any interest in any fund or in any specified asset or assets of the Company or any Subsidiary; or

confer upon the Participant the right to continue in the employment or service of the Company or any Subsidiary, or affect the right of the Company or any Subsidiary to terminate the employment or service of the Participant at any time or for any reason.

stating that the Participant is acquiring the shares for investment and not with a view to the sale or distribution thereof;

stating that the Participant will not sell any shares of Common Stock that the Participant may then own or thereafter acquire except either:

through a broker on a national securities exchange or

with the prior written approval of the Company; and

containing such other terms and conditions as counsel for the Company may reasonably require to assure compliance with the Securities Act or other applicable federal or state securities laws and regulations.

Any amount of Common Stock that is payable or transferable to the Participant hereunder may be subject to the payment of or reduced by any amount or amounts which the Company is required to withhold under the then applicable provisions of the laws of the jurisdiction where the Participant is employed, and, if applicable, the Internal Revenue Code of 1986, as amended (the “Code”), or its successors, or any other foreign, federal, state or local tax withholding requirement. When the Company is required to withhold any amount or amounts under the applicable provisions of any foreign, federal, state or local requirement or the Code, the Company shall withhold from the Common Stock to be issued to the Participant a number of shares necessary to satisfy the Company’s withholding obligations. The number of shares of Common Stock to be withheld shall be based upon the Fair Market Value of the shares on the date of withholding.

Notwithstanding Paragraph 10(a) above, if the Participant elects, and the Committee agrees, the Company’s withholding obligations may instead be satisfied as follows:

the Participant may direct the Company to withhold cash that is otherwise payable to the Participant;

the Participant may deliver to the Company a sufficient number of shares of Common Stock then owned by the Participant to satisfy the Company’s withholding obligations, based on the Fair Market Value of the shares as of the date of withholding;

the Participant may deliver sufficient cash to the Company to satisfy its withholding obligations; or

any combination of the alternatives described in Paragraphs 10(b)(i) through 10(b)(iii) above.

Authorization of the Participant to the Company to withhold taxes pursuant to one or more of the alternatives described in Paragraph 10(b) above must be in a form and content acceptable to the Committee. The payment or authorization to withhold taxes by the Participant shall be completed prior to the delivery of any shares pursuant to this Agreement. An authorization to withhold taxes pursuant to this provision will be irrevocable unless and until the tax liability of the Participant has been fully paid.