Form of Restricted Stock Award Grant Notice and Restricted Stock Award Agreement

Subject to all of the terms and conditions set forth in the Notice of Restricted Stock Grant, this Restricted Stock Agreement (this “Agreement”) and the Plan, the Company has granted you the number of Shares of Restricted Stock of the Company specified in the Notice of Restricted Stock Grant.

All capitalized terms used in this Agreement shall have the meanings assigned to them in this Agreement, the Notice of Restricted Stock Grant or the Plan.

The Period of Restriction applicable to the Shares of Restricted Stock will lapse as set forth in the Notice of Restricted Stock Grant.

In no event will the Restricted Period to which your Restricted Stock is subject lapse after your Continuous Service has terminated for any reason.

If your Continuous Service terminates for any reason, you will immediately forfeit the Restricted Stock to the extent the Restricted Stock is subject to a Period of Restriction and thus is unvested as of the date of your termination of Continuous Service. The Committee determines when your Continuous Service terminates for all purposes of your Restricted Stock award in accordance with the below definition of Continuous Service.

For purposes of this Agreement, Continuous Service means that your service with the Company, a Subsidiary or an Affiliate, whether as an Employee, Director or Consultant, is not interrupted or terminated. A change in the capacity in which you render service to the Company, Subsidiary or an Affiliate as an Employee, Consultant or Director or a change in the entity for which you render such service, provided that there is no interruption or termination of your service with the Company, a Subsidiary or an Affiliate, will not terminate your Continuous Service.

For purposes of this Agreement, your Continuous Service does not terminate when you go on a military leave, a sick leave or another bona fide leave of absence, if the leave was approved by the Company in writing and if continued crediting of service is required by applicable law, the Company’s leave of absence policy, or the terms of your leave.

If you go on a leave of absence, then the Period of Restriction specified in the Notice of Restricted Stock Grant may be adjusted in accordance with the Company’s leave of absence policy or the terms of your leave. If you commence working on a part-time basis, the Company may adjust the Period of Restriction so that the rate of vesting is commensurate with your reduced work schedule.

If your Continuous Service is terminated as a result of any of the following, as determined by the Committee, you will be considered to have been terminated for Cause:

You may make an election under Code Section 83(b) (a “Section 83(b) Election”) with respect to the Restricted Stock substantially in the form attached hereto as Exhibit A. Any such election must be made within thirty (30) days after the Grant Date. If you elect to make a Section 83(b) Election, you must provide the Company with a copy of an executed version and satisfactory evidence of the filing of the executed Section 83(b) Election with the Internal Revenue Service. You must also make arrangements satisfactory to the Company to pay to the Company any federal, state or local income taxes required to be withheld with respect to the Restricted Stock. If you fail to make such tax payments as are required, the Company will, to the extent permitted by law, have the right to deduct from any payment of any kind (including without limitation, the withholding of any Shares that otherwise would be issued to you under this Agreement) otherwise due to you any federal, state or local taxes of any kind required by law to be withheld with respect to the Restricted Stock.

If you do not properly make a Section 83(b) Election, you must, no later than the date or dates as of which the Period of Restriction referred to in this Agreement hereof shall lapse, pay to the Company, or make arrangements satisfactory to the Committee for payment of, any federal, state or local taxes of any kind required by law to be withheld with respect to the Restricted Stock (including without limitation the vesting thereof), and the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind (including without limitation, the withholding of any Shares that otherwise would be distributed to you under this Agreement) otherwise due to you any federal, state, or local taxes of any kind required by law to be withheld with respect to the Restricted Stock.

Tax consequences (including without limitation federal, state, local and foreign income tax consequences) with respect to the Restricted Stock (including without limitation the grant, lapse of the Period of Restrictions and/or forfeiture thereof) are your sole responsibility. You should consult with your own personal accountant(s) and/or tax advisor(s) regarding these matters, the making of a Section 83(b) Election, and your filing, withholding and payment (or tax liability) obligations. YOU (AND NOT THE COMPANY OR ANY OF ITS AGENTS) SHALL BE SOLELY RESPONSIBLE FOR APPROPRIATELY FILING THE 83(B) ELECTION FORM, EVEN IF YOU REQUEST THE COMPANY OR ITS AGENTS TO MAKE THIS FILING ON YOUR BEHALF. THE 83(B) ELECTION FORM MUST BE FILED WITH THE INTERNAL REVENUE SERVICE WITHIN 30 DAYS AFTER THE DATE OF GRANT OF THIS RESTRICTED STOCK.

The text of the Plan is incorporated in this Agreement by reference.

This Plan, this Agreement and the Notice of Restricted Stock Grant constitute the entire understanding between you and the Company regarding this grant of Restricted Stock. Any prior agreements, commitments or negotiations concerning this grant of Restricted Stock are superseded. This Agreement may be amended only by another written agreement between the parties.