Stock shall become free of all restrictions and become fully vested. Upon the Employee’sTermination of Employment during the Restriction Period upon Retirement, the restrictionsapplicable to the Restricted Stock shall continue, and such Restricted Stock shall continue to vestaccording to the original vesting schedule specified in the Employee Account Records, unless theCompany, in its sole discretion, elects to accelerate such vesting schedule. For purposes of thisAgreement, employment with the Corporation shall include employment with the Corporation’sAffiliates and its successors. Nothing in this Agreement or the Plan shall confer upon theEmployee any right to continue in the employ of the Corporation or any of its Affiliates orinterfere in any way with the right of the Corporation or any such Affiliates to terminate theEmployee’s employment at any time. For purposes of this Agreement, Retirement shall mean thetermination of employment with the Corporation of the Employee, provided that the Employee has both(a)(i) reached the age of 60 or older, or (ii) served as an employee for a sufficient number ofyears that the sum of such Employee’s age and the number of years served by such Employee as anemployee is equal to or greater than 65, and (b) entered into the two-yearNon-competition/Non-solicitation agreement with the Corporation in the form set forth on Exhibit Bto the Stockholders’ Agreement, dated as of October 30, 2006 between the Corporation and theStockholders set forth therein or in such other form having terms no less favorable to the Employeeas the Corporation shall, in its sole discretion, deem acceptable.2. Issuance of Shares.          Subject to Paragraph 9 (pertaining to the withholding of taxes), as soon as practicable afterthe Restriction Period expires (provided there has been no prior forfeiture of the Restricted Stockpursuant to the terms of this Agreement and the Plan), the Corporation shall issue (or cause to bedelivered) the Shares of formerly Restricted Stock to the Employee or to Employee’s personalrepresentative, in book-entry or certificate form. Such Shares shall be free of restrictions orrestrictive legends making reference to this Agreement, except that such Shares shall be subject toany restrictions required under the federal securities laws. Notwithstanding the foregoing, theCorporation shall be entitled to hold the Shares of Restricted Stock that have vested until theCorporation or the Transfer Agent shall have received from the Employee a duly executed Form W-9or W-8, as applicable.3. Non-transferability of the Restricted Stock.          During the Restriction Period, the Shares covered by this Restricted Stock Agreement shall notbe transferable by the Employee by means of sale, assignment, exchange, encumbrance, pledge orotherwise. Any purported or attempted transfer of such Shares or such rights shall be null andvoid.4. Rights as a Stockholder.          Except as otherwise specifically provided in this Agreement, during the Restriction Period theEmployee shall have all the rights of a stockholder with respect to the Restricted Stock, includingwithout limitation the right to vote the Restricted Stock and the right to receive any dividendswith respect thereto. If the Corporation declares and pays dividends on the Common Stock duringthe Restriction Period, the Employee shall be paid dividends with
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respect to the Restricted Stock at such time as dividends are paid to stockholders of CommonStock generally.5. Certificates.          Any certificates representing the Restricted Stock Shares as originally issued or from time totime issued during the Restriction Period shall bear the following legend:The Shares represented by this stock certificate have been granted as restricted stock undera Restricted Stock Agreement between the registered holder of these Shares and theCorporation. The Shares represented by this stock certificate may not be sold, exchanged,assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of untilthe restrictions set forth in the Restricted Stock Agreement between the registered holderof these Shares and the Corporation shall have lapsed.6. Adjustment in the Event of Change in Stock; Change in Control.          In the event of certain transactions before they vest, the Restricted Stock shall be subjectto adjustment as provided in Section 3(c) of the Plan or any applicable successor provision underthe Plan. In the event of a Change in Control before the Restricted Stock vests, the restrictionsapplicable to the Restricted Stock shall lapse, and such Restricted Stock shall become free of allrestrictions and become fully vested and transferable in full, consistent with Section 9(a)(ii) ofthe Plan.7. Payment of Transfer Taxes, Fees and Other Expenses.          The Corporation agrees to pay any and all original issue taxes and stock transfer taxes thatmay be imposed on the issuance of Shares received by an Employee in connection with the RestrictedStock, together with any and all other fees and expenses necessarily incurred by the Corporation inconnection therewith.8. Other Restrictions.          (a) The Restricted Stock shall be subject to the requirement that, if at any time theCorporation shall determine that (i) the listing, registration or qualification of the Sharessubject or related thereto upon any securities exchange or under any state or federal law, or (ii)the consent or approval of any government regulatory body, or (iii) an agreement by the Employeewith respect to the disposition of Shares is necessary or desirable as a condition of, or inconnection with, the delivery or purchase of Shares pursuant thereto, then in any such event, thegrant of Restricted Stock shall not be effective unless such listing, registration, qualification,consent, approval or agreement shall have been effected or obtained free of any conditions notacceptable to the Corporation.          (b) The Employee acknowledges that the Employee is subject to the Corporation’s policiesregarding compliance with securities laws, including but not limited to its Insider Trading Policy(as in effect from time to time and any successor policies), and, pursuant to these policies, theEmployee shall be required to obtain pre-clearance prior to purchasing or selling any of theCorporation’s securities, including any Shares issued upon vesting of the
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Restricted Stock, and may be prohibited from selling such Shares other than during an opentrading window. The Employee further acknowledges that, in its discretion, the Corporation mayprohibit the Employee from selling such Shares even during an open trading window if theCorporation has concerns over the potential for insider trading.9. Taxes and Withholding.          No later than the date as of which an amount first becomes includible in the gross income ofthe Employee for federal, state, local or foreign income or employment or other tax purposes withrespect to any Restricted Stock, the Employee shall pay to the Corporation, or make arrangementssatisfactory to the Corporation regarding the payment of, all federal, state, local and foreigntaxes that are required by applicable laws and regulations to be withheld with respect to suchamount. The obligations of the Corporation under this Agreement shall be conditioned on complianceby the Employee with this Paragraph 9, and the Corporation shall, to the extent permitted by law,have the right to deduct or cause to be deducted by the Transfer Agent any such taxes from anypayment otherwise due to the Employee, including the delivery of the Restricted Stock that givesrise to the withholding requirement.10. Notices.          All notices and other communications under this Agreement shall be in writing and shall begiven by hand delivery to the other party or by facsimile, overnight courier, or registered orcertified mail, return receipt requested, postage prepaid, addressed as follows:          If to the Employee:At the most recent address