Restricted Shares. The Committee may also authorize the grant or sale of Restricted Shares to Participants. Each such grant or sale may utilize any or all of the authorizations, and shall be subject to all of the limitations, contained in the following provisions: a. Each such grant or sale shall constitute an immediate transfer of the ownership of Common Shares to the Participant in consideration of the performance of services, entitling such Participant to voting, dividend and other ownership rights (unless othe
...rwise determined by the Committee), but subject to the substantial risk of forfeiture and restrictions on transfer hereinafter referred to. b. Each such grant or sale may be made without additional consideration or in consideration of a payment by such Participant that is less than Market Value per Share at the Date of Grant. c. Each such grant or sale shall provide that the Restricted Shares covered by such grant or sale shall be subject to a "substantial risk of forfeiture" within the meaning of Section 83 of the Code for a period to be determined by the Committee at the Date of Grant and may provide for the earlier lapse of such substantial risk of forfeiture in the event of a Change in Control, retirement, or death or Disability of the Participant or other similar transaction or event as approved by the Committee; provided that in no event will such substantial risk of forfeiture lapse early solely as the result of a Change in Control. d. Each such grant or sale shall provide that during the period for which such substantial risk of forfeiture is to continue, the transferability of the Restricted Shares shall be prohibited or restricted in the manner and to the extent prescribed by the Committee at the Date of Grant (which restrictions may include, without limitation, rights of repurchase or first refusal in the Company or provisions subjecting the Restricted Shares to a continuing substantial risk of forfeiture in the hands of any transferee). e. Any grant of Restricted Shares may specify Management Objectives that, if achieved, will result in termination or early termination of the restrictions applicable to such shares. Each grant may specify in respect of such Management Objectives a minimum acceptable level of achievement and may set forth a formula for determining the number of Restricted Shares on which restrictions will terminate if performance is at or above the minimum level, but falls short of full achievement of the specified Management Objectives. f. Any such grant or sale of Restricted Shares may require that any or all dividends or other distributions paid thereon during the period of such restrictions be automatically deferred and reinvested in additional Restricted Shares, which may be subject to the same restrictions as the underlying award. g. Each grant or sale of Restricted Shares shall be evidenced by an Evidence of Award, which shall contain such terms and provisions, consistent with this Plan and applicable sections of the Code, as the Committee may approve. Unless otherwise directed by the Committee, all certificates representing Restricted Shares shall be held in custody by the Company until all restrictions thereon shall have lapsed, together with a stock power or powers executed by the Participant in whose name such certificates are registered, endorsed in blank and covering such Shares.
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Restricted Shares. The Committee
may, from time to time and upon such terms and conditions as it may
also determine, authorize the grant or sale of Restricted Shares to Participants. Each such grant or sale may utilize any or all of the authorizations, and
shall will be subject to all of the
limitations, requirements, contained in the following provisions:
a. (a) Each such grant or sale
shall will constitute an immediate transfer of the ownership of
Common Shares to the Participant in consideration of the performa
...nce of services, entitling such Participant to voting, dividend and other ownership rights (unless otherwise determined by the Committee), rights, but subject to the substantial risk of forfeiture and restrictions on transfer hereinafter referred to. b. (b) Each such grant or sale may be made without additional consideration or in consideration of a payment by such Participant that is less than the Market Value per Share at the Date of Grant. c. (c) Each such grant or sale shall will provide that the Restricted Shares covered by such grant or sale shall will be subject to a "substantial risk of forfeiture" within the meaning of Section 83 of the Code for a period to be determined by the Committee at the Date of Grant and may provide for or until achievement of Management Objectives referred to in subparagraph (e) below. If the earlier lapse elimination of such substantial risk restrictions is based only on the passage of forfeiture in time rather than the event achievement of a Change in Control, retirement, or death or Disability Management Objectives, the period of the Participant or other similar transaction or event as approved by the Committee; provided that in time will be no event will such substantial risk of forfeiture lapse early solely as the result of a Change in Control. d. shorter than one year. (d) Each such grant or sale shall will provide that during or after the period for which such substantial risk of forfeiture is to continue, the transferability of the Restricted Shares shall will be prohibited or restricted in the manner and to the extent prescribed by the Committee at the Date of Grant (which restrictions may include, without limitation, rights of repurchase or first refusal in the Company or provisions subjecting the Restricted Shares to a continuing substantial risk of forfeiture in the hands of any transferee). e. (e) Any grant of Restricted Shares may specify Management Objectives that, if achieved, will result in termination or early termination of the restrictions applicable to such shares. Each grant may specify in respect Restricted Shares; provided, however, that notwithstanding subparagraph (c) above, restrictions relating to Restricted Shares that vest upon the achievement of such Management Objectives a may not terminate sooner than after one year. 8 (f) Notwithstanding anything to the contrary contained in this Plan (including minimum acceptable level of achievement and may set forth a formula for determining the number vesting requirements), any grant or sale of Restricted Shares may provide for the earlier termination of restrictions on which restrictions will terminate if performance is at or above such Restricted Shares, including in the minimum level, but falls short of full achievement event of the retirement, death or disability of a Participant or in the event of a Change in Control only where either (i) within a specified Management Objectives. f. period the Participant's service is involuntarily terminated for reasons other than for cause or the Participant terminates his or her employment or service for good reason or (ii) such Restricted Shares is not assumed or converted into replacement awards in a manner described in the Award Agreement. (g) Any such grant or sale of Restricted Shares may shall require that any or all dividends or other distributions distributions, whether in cash or additional Shares, paid thereon during the period of such restrictions shall be automatically deferred and reinvested in additional paid on a contingent basis based on the Participant's earning of the Restricted Shares, Shares with respect to which may be subject to the same restrictions as the underlying award. g. such dividends are paid. (h) Each grant or sale of Restricted Shares shall will be evidenced by an Evidence of Award, which shall Award Agreement and will contain such terms and provisions, consistent with this Plan and applicable sections of the Code, Plan, as the Committee may approve. Unless otherwise directed by the Committee, (i) all certificates representing Restricted Shares shall will be held in custody by the Company until all restrictions thereon shall will have lapsed, together with a stock power or powers executed by the Participant in whose name such certificates are registered, endorsed in blank and covering such shares or (ii) all Restricted Shares will be held at the Company's transfer agent in book entry form with appropriate restrictions relating to the transfer of such Restricted Shares.
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Restricted Shares. The Committee
may, from time to time and upon such terms and conditions as it may
also determine, authorize the grant or sale of Restricted Shares to Participants. Each such grant or sale may utilize any or all of the authorizations, and
shall will be subject to all of the
limitations, requirements, contained in the following provisions:
a. (a) Each such grant or sale
shall will constitute an immediate transfer of the ownership of Common Shares to the Participant in consideration of the performa
...nce of services, entitling such Participant to voting, dividend and other ownership rights (unless otherwise determined by the Committee), (subject in particular to Section 6(g) of this Plan), but subject to the substantial risk of forfeiture and restrictions on transfer hereinafter referred to. b. described. (b) Each such grant or sale may be made without additional consideration or in consideration of a payment by such Participant that is less than the Market Value per Share at on the Date of Grant. c. (c) Each such grant or sale shall will provide that the Restricted Shares covered by such grant or sale shall will be subject to a "substantial risk of forfeiture" within the meaning of Section 83 of the Code for a period to be determined by the Committee at on the Date of Grant and may provide for the earlier lapse or until achievement of such substantial risk Management Objectives referred to in Section 6(e) of forfeiture in the event of a Change in Control, retirement, or death or Disability of the Participant or other similar transaction or event as approved by the Committee; provided that in no event will such substantial risk of forfeiture lapse early solely as the result of a Change in Control. d. this Plan. 10 (d) Each such grant or sale shall will provide that during or after the period for which such substantial risk of forfeiture is to continue, the transferability of the Restricted Shares shall will be prohibited or restricted in the manner and to the extent prescribed by the Committee at on the Date of Grant (which restrictions may include, without limitation, include rights of repurchase or first refusal in of the Company or provisions subjecting the Restricted Shares to a continuing substantial risk of forfeiture in the hands of while held by any transferee). e. (e) Any grant of Restricted Shares may specify Management Objectives that, if achieved, will result regarding the vesting of such Restricted Stock. (f) Notwithstanding anything to the contrary contained in termination this Plan, Restricted Shares may provide for continued vesting or early the earlier vesting of such Restricted Shares, including in the event of the retirement, death, disability or termination of employment or service of a Participant or in the restrictions applicable to such shares. Each grant may specify event of a Change in respect of such Management Objectives a minimum acceptable level of achievement and may set forth a formula for determining the number of Restricted Shares on which restrictions will terminate if performance is at or above the minimum level, but falls short of full achievement of the specified Management Objectives. f. Control. (g) Any such grant or sale of Restricted Shares may require that any or and all dividends or other distributions paid thereon during the period of such restrictions be automatically deferred and and/or reinvested in additional Restricted Shares, which may will be subject to the same restrictions as the underlying award. g. For the avoidance of doubt, any such dividends or other distributions on Restricted Shares will be deferred until, and paid contingent upon, the vesting of such Restricted Shares. (h) Each grant or sale of Restricted Shares shall will be evidenced by an Evidence of Award, which shall Award. Each Evidence of Award will be subject to this Plan and will contain such terms and provisions, consistent with this Plan and applicable sections of the Code, Plan, as the Committee may approve. Unless otherwise directed by the Committee, (i) all certificates representing Restricted Shares shall will be held in custody by the Company until all restrictions thereon shall will have lapsed, together with a stock power or powers executed by the Participant in whose name such certificates are registered, endorsed in blank and covering such shares or (ii) all Restricted Shares will be held at the Company's transfer agent in book entry form with appropriate restrictions relating to the transfer of such Restricted Shares.
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Restricted Shares. The Committee
may, from time to time and upon such terms and conditions as it may
also determine, authorize the grant or sale of Restricted Shares to Participants. Each such grant or sale may utilize any or all of the authorizations, and
shall will be subject to all of the
limitations, requirements, contained in the following provisions:
a. (a) Each such grant or sale
shall will constitute an immediate transfer of the ownership of Common Shares to the Participant in consideration of the performa
...nce of services, entitling such Participant to voting, dividend and other ownership rights (unless otherwise determined by the Committee), (subject in particular to Section 6(g) of this Plan), but subject to the substantial risk of forfeiture and restrictions on transfer hereinafter referred to. b. described. 8 (b) Each such grant or sale may be made without additional consideration or in consideration of a payment by such Participant that is less than the Market Value per Share at on the Date of Grant. c. (c) Each such grant or sale shall will provide that the Restricted Shares covered by such grant or sale shall will be subject to a "substantial risk of forfeiture" within the meaning of Section 83 of the Code for a period to be determined by the Committee at on the Date of Grant and may provide for the earlier lapse or until achievement of such substantial risk Management Objectives referred to in Section 6(e) of forfeiture in the event of a Change in Control, retirement, or death or Disability of the Participant or other similar transaction or event as approved by the Committee; provided that in no event will such substantial risk of forfeiture lapse early solely as the result of a Change in Control. d. this Plan. (d) Each such grant or sale shall will provide that during or after the period for which such substantial risk of forfeiture is to continue, the transferability of the Restricted Shares shall will be prohibited or restricted in the manner and to the extent prescribed by the Committee at on the Date of Grant (which restrictions may include, without limitation, include rights of repurchase or first refusal in of the Company or provisions subjecting the Restricted Shares to a continuing substantial risk of forfeiture in the hands of while held by any transferee). e. (e) Any grant of Restricted Shares may specify Management Objectives that, if achieved, will result regarding the vesting of such Restricted Shares. (f) Notwithstanding anything to the contrary contained in termination this Plan, Restricted Shares may provide for continued vesting or early the earlier vesting of such Restricted Shares, including in the event of the retirement, death, disability or termination of employment or service of a Participant or in the restrictions applicable to such shares. Each grant may specify event of a Change in respect of such Management Objectives a minimum acceptable level of achievement and may set forth a formula for determining the number of Restricted Shares on which restrictions will terminate if performance is at or above the minimum level, but falls short of full achievement of the specified Management Objectives. f. Control. (g) Any such grant or sale of Restricted Shares may require that any or and all dividends or other distributions paid thereon during the period of such restrictions be automatically deferred and and/or reinvested in additional Restricted Shares, which may will be subject to the same restrictions as the underlying award. g. For the avoidance of doubt, any such dividends or other distributions on Restricted Shares will be deferred until, and paid contingent upon, the vesting of such Restricted Shares. (h) Each grant or sale of Restricted Shares shall will be evidenced by an Evidence of Award, which shall Award. Each Evidence of Award will be subject to this Plan and will contain such terms and provisions, consistent with this Plan and applicable sections of the Code, Plan, as the Committee may approve. Unless otherwise directed by the Committee, (i) all certificates representing Restricted Shares shall will be held in custody by the Company until all restrictions thereon shall will have lapsed, together with a stock power or powers executed by the Participant in whose name such certificates are registered, endorsed in blank and covering such shares or (ii) all Restricted Shares will be held at the Company's transfer agent in book entry form with appropriate restrictions relating to the transfer of such Restricted Shares.
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Restricted Shares. The Committee
may, from time to time and upon such terms and conditions as it may
also determine, authorize the grant or sale of Restricted Shares to Participants. Each such grant or sale may utilize any or all of the authorizations, and
shall will be subject to all of the
limitations, requirements, contained in the following provisions:
a. (a) Each such grant or sale
shall will constitute an immediate transfer of the ownership of Common Shares to the Participant in consideration of the performa
...nce of services, entitling such Participant to voting, dividend and other ownership rights (unless otherwise determined by the Committee), rights, but subject to the substantial risk of forfeiture and restrictions on transfer hereinafter referred to. b. described. (b) Each such grant or sale may be made without additional consideration or in consideration of a payment by such Participant that is less than the Market Value per Share at on the Date of Grant. c. (c) Each such grant or sale shall will provide that the Restricted Shares covered by such grant or sale shall will be subject to a "substantial risk of forfeiture" within the meaning of Section 83 of the Code for a period to be determined by the Committee at on the Date of Grant and may provide for the earlier lapse or until achievement of such substantial risk Management Objectives referred to in Section 6(e) of forfeiture in the event of a Change in Control, retirement, or death or Disability of the Participant or other similar transaction or event as approved by the Committee; provided that in no event will such substantial risk of forfeiture lapse early solely as the result of a Change in Control. d. this Plan. (d) Each such grant or sale shall will provide that during or after the period for which such substantial risk of forfeiture is to continue, the transferability of the Restricted Shares shall will be prohibited or restricted in the manner and to the extent prescribed by the Committee at on the Date of Grant (which restrictions may include, without limitation, include rights of repurchase or first refusal in of the Company or provisions subjecting the Restricted Shares to a continuing substantial risk of forfeiture in the hands of while held by any transferee). e. 7 (e) Any grant of Restricted Shares may specify Management Objectives that, if achieved, will result regarding the vesting of such Restricted Shares. (f) Notwithstanding anything to the contrary contained in termination this Plan, Restricted Shares may provide for continued vesting or early the earlier vesting of such Restricted Shares, including in the event of the retirement, death, disability or termination of employment or service of a Participant or in the restrictions applicable to such shares. Each grant may specify event of a Change in respect of such Management Objectives a minimum acceptable level of achievement and may set forth a formula for determining the number of Restricted Shares on which restrictions will terminate if performance is at or above the minimum level, but falls short of full achievement of the specified Management Objectives. f. Control. (g) Any such grant or sale of Restricted Shares may require that any or and all dividends or other distributions paid thereon during the period of such restrictions be automatically deferred and and/or reinvested in additional Restricted Shares, which may will be subject to the same restrictions as the underlying award. g. For the avoidance of doubt, any such dividends or other distributions on Restricted Shares shall be deferred until, and paid contingent upon, the vesting of such Restricted Shares. (h) Each grant or sale of Restricted Shares shall will be evidenced by an Evidence of Award, which shall Award. Each Evidence of Award will be subject to this Plan and will contain such terms and provisions, consistent with this Plan and applicable sections of the Code, Plan, as the Committee may approve. Unless otherwise directed by the Committee, (i) all certificates representing Restricted Shares shall will be held in custody by the Company until all restrictions thereon shall will have lapsed, together with a stock power or powers executed by the Participant in whose name such certificates are registered, endorsed in blank and covering such shares or (ii) all Restricted Shares will be held at the Company's transfer agent in book entry form with appropriate restrictions relating to the transfer of such Restricted Shares.
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Restricted Shares. The Committee
may, from time to time and upon such terms and conditions as it may
also determine, authorize the grant or sale of Restricted Shares to Participants. Each such grant or sale may utilize any or all of the authorizations, and
shall will be subject to all of the
limitations, requirements, contained in the following provisions:
a. (a) Each such grant or sale
shall will constitute an immediate transfer of the ownership of Common Shares to the Participant in consideration of the performa
...nce of services, entitling such Participant to voting, dividend and other ownership rights (unless otherwise determined by the Committee), rights, but subject to the substantial risk of forfeiture and restrictions on transfer hereinafter referred to. b. referenced. (b) Each such grant or sale may be made without additional consideration or in consideration of a payment by such Participant that is less than the Market Value per Share at the Date of Grant. c. (c) Each such grant or sale shall will provide that the Restricted Shares covered by such grant or sale shall will be subject to a "substantial risk of forfeiture" within the meaning of Section 83 of the Code for a period to be determined by the Committee at the Date of Grant and may provide for the earlier lapse or until achievement of such substantial risk of forfeiture Management Objectives referred to in the event of a Change in Control, retirement, or death or Disability of the Participant or other similar transaction or event as approved by the Committee; provided that in no event will such substantial risk of forfeiture lapse early solely as the result of a Change in Control. d. subparagraph (e) below. 8 (d) Each such grant or sale shall will provide that during or after the period for which such substantial risk of forfeiture is to continue, the transferability of the Restricted Shares shall will be prohibited or restricted in the manner and to the extent prescribed by the Committee at the Date of Grant (which restrictions may include, without limitation, rights of repurchase or first refusal in the Company or provisions subjecting the Restricted Shares to a continuing substantial risk of forfeiture in the hands of any transferee). e. (e) Any grant of Restricted Shares may specify Management Objectives that, if achieved, will result in termination or early termination of the restrictions applicable to such shares. Restricted Shares. (f) Each grant may specify in respect of such Management Objectives a minimum acceptable level of achievement and may set forth a formula for determining the number of Restricted Shares may specify the period or periods of continuous service by the Participant with the Company or any Subsidiary that is necessary before the termination of restrictions on which such Restricted Shares, and any such grant or sale of Restricted Shares may provide for the earlier termination of restrictions will terminate if performance is at or above on such Restricted Shares, including in the minimum level, but falls short of full achievement event of the specified Management Objectives. f. retirement, death or disability of a Participant or a Change in Control. Notwithstanding any provision of the Plan to the contrary, no award of Restricted Shares intended to be a Qualified Performance-Based Award will provide for such early termination of restrictions (other than in connection with the death or disability of the Participant or a Change in Control) to the extent such provisions would cause such award to fail to be a Qualified Performance-Based Award. (g) Any such grant or sale of Restricted Shares may require that any or all dividends or other distributions paid thereon during the period of such restrictions be automatically deferred and reinvested in additional Restricted Shares, which may be subject to the same restrictions as the underlying award. g. award; provided , however , that dividends or other distributions on Restricted Shares with restrictions that lapse as a result of the achievement of Management Objectives will be deferred until and paid contingent upon the achievement of the applicable Management Objectives. (h) Each grant or sale of Restricted Shares shall will be evidenced by an Evidence of Award, which shall Award Agreement and will contain such terms and provisions, consistent with this Plan and applicable sections of the Code, Plan, as the Committee may approve. Unless otherwise directed by the Committee, (i) all certificates representing Restricted Shares shall will be held in custody by the Company until all restrictions thereon shall will have lapsed, together with a stock power or powers executed by the Participant in whose name such certificates are registered, endorsed in blank and covering such shares or (ii) all Restricted Shares will be held at the Company's transfer agent in book entry form with appropriate restrictions relating to the transfer of such Restricted Shares.
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Restricted Shares. The
Committee Board may also authorize the grant or sale of Restricted Shares to Participants. Each such grant or sale may utilize any or all of the authorizations, and shall be subject to all of the limitations, contained in the following provisions: a. Each such grant or sale shall constitute an immediate transfer of the ownership of Common Shares to the Participant in consideration of the performance of services, entitling such Participant to voting, dividend and other ownership rights (unles
...s otherwise determined by the Committee), Board), but subject to the substantial risk of forfeiture and forfeiture, restrictions on transfer transfer, and deferral of dividends hereinafter referred to. to or applicable under Section 3(f). b. Each such grant or sale may be made without additional consideration or in consideration of a payment by such Participant that is less than Market Value per Share at the Date of Grant. c. Each such grant or sale shall provide that the Restricted Shares covered by such grant or sale shall be subject to a "substantial risk of forfeiture" within the meaning of Section 83 of the Code for a period to be determined by the Committee Board at the Date of Grant and may provide for the earlier lapse of such substantial risk of forfeiture in the event of a Change in Control, retirement, or death or Disability disability of the Participant or other similar transaction or event as approved by the Committee; provided that in no event will such substantial risk of forfeiture lapse early solely as the result of a Change in Control. Board. d. Each such grant or sale shall provide that during the period for which such substantial risk of forfeiture is to continue, the transferability of the Restricted Shares shall be prohibited or restricted in the manner and to the extent prescribed by the Committee Board at the Date of Grant (which restrictions may include, without limitation, rights of repurchase or first refusal in the Company or provisions subjecting the Restricted Shares to a continuing substantial risk of forfeiture in the hands of any transferee). e. transferee).e. Any grant of Restricted Shares may specify Management Objectives that, if achieved, will result in termination or early termination of the restrictions applicable to such shares. Each grant may specify in respect of such Management Objectives a minimum acceptable level of achievement and may set forth a formula for determining the number of Restricted Shares on which restrictions will terminate if performance is at or above the minimum level, but falls short of full achievement of the specified Management Objectives. f. Any such grant or sale of Restricted Shares may require that any or all dividends or other distributions paid thereon during the period of such restrictions be automatically deferred and reinvested in additional Restricted Shares, which may shall be subject to the same restrictions as the underlying award. g. Each grant or sale of Restricted Shares shall be evidenced by an Evidence of Award, which shall contain such terms and provisions, consistent with this Plan and applicable sections of the Code, as the Committee Board may approve. Unless otherwise directed by the Committee, Board, all certificates representing Restricted Shares shall be held in custody by the Company until all 10 restrictions thereon shall have lapsed, together with a stock power or powers executed by the Participant in whose name such certificates are registered, endorsed in blank and covering such Shares.
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Restricted Shares. The
Committee Board may also authorize the grant or sale of Restricted Shares to Participants. Each such grant or sale may utilize any or all of the authorizations, and shall be subject to all of the limitations, contained in the following provisions:
7 a. Each such grant or sale shall constitute an immediate transfer of the ownership of Common Shares to the Participant in consideration of the performance of services, entitling such Participant to voting, dividend and other ownership rights (unl
...ess otherwise determined by the Committee), Board), but subject to the substantial risk of forfeiture and forfeiture, restrictions on transfer transfer, and deferral of dividends hereinafter referred to. to or applicable under Section 3(f). b. Each such grant or sale may be made without additional consideration or in consideration of a payment by such Participant that is less than Market Value per Share at the Date of Grant. c. Each such grant or sale shall provide that the Restricted Shares covered by such grant or sale shall be subject to a "substantial risk of forfeiture" within the meaning of Section 83 of the Code for a period to be determined by the Committee Board at the Date of Grant and may provide for the earlier lapse of such substantial risk of forfeiture in the event of a Change in Control, retirement, or death or Disability disability of the Participant or other similar transaction or event as approved by the Committee; provided that in no event will such substantial risk of forfeiture lapse early solely as the result of a Change in Control. Board. d. Each such grant or sale shall provide that during the period for which such substantial risk of forfeiture is to continue, the transferability of the Restricted Shares shall be prohibited or restricted in the manner and to the extent prescribed by the Committee Board at the Date of Grant (which restrictions may include, without limitation, rights of repurchase or first refusal in the Company or provisions subjecting the Restricted Shares to a continuing substantial risk of forfeiture in the hands of any transferee). e. transferee).e. Any grant of Restricted Shares may specify Management Objectives that, if achieved, will result in termination or early termination of the restrictions applicable to such shares. Each grant may specify in respect of such Management Objectives a minimum acceptable level of achievement and may set forth a formula for determining the number of Restricted Shares on which restrictions will terminate if performance is at or above the minimum level, but falls short of full achievement of the specified Management Objectives. f. Any such grant or sale of Restricted Shares may require that any or all dividends or other distributions paid thereon during the period of such restrictions be automatically deferred and reinvested in additional Restricted Shares, which may shall be subject to the same restrictions as the underlying award. g. Each grant or sale of Restricted Shares shall be evidenced by an Evidence of Award, which shall contain such terms and provisions, consistent with this Plan and applicable sections of the Code, as the Committee Board may approve. Unless otherwise directed by the Committee, Board, all certificates representing Restricted Shares shall be held in custody by the Company until all restrictions thereon shall have lapsed, together with a stock power or powers executed by the Participant in whose name such certificates are registered, endorsed in blank and covering such Shares.
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