If a performance target is achieved, the Award of Performance Shares shall be earned by theEmployee in accordance with the applicable Award Rate and converted into Restricted Stock, subjectto a vesting requirement for the Restricted Stock based on the Employee’s continued employment withthe Company as set forth in Exhibit A. As shares of Restricted Stock become vested, theyshall be free of restriction, except as provided otherwise in the Plan or this Agreement. Ifshares of Restricted Stock do not become vested, they shall be forfeited and the Employee shallhave no right or claim to such shares.Notwithstanding the foregoing, with respect to shares of Restricted Stock being treated asearned and vested, Section 10 of this Agreement shall control in the event of a Change in Controlor a termination of the Executive’s employment with the Company upon his death, Disability orRetirement.Section 4. Dividend, Voting and Other Rights. Prior to the time that anyPerformance Shares shall have been earned and converted into Restricted Stock, the PerformanceShares shall not be issued or outstanding for any corporate purposes and the Employee shall nothave any rights as a stockholder of the Company, including, but not limited to, not being entitledto (a) receive any dividends or distributions, if any, with respect to the Performance Shares, (b)exercise any voting rights with respect to the Performance Shares, or (c) exercise or possess anyother rights and attributes of ownership of common stock of the Company by virtue of the Award ofPerformance Shares. If the Performance Shares are earned and converted into shares of RestrictedStock, such shares of Restricted Stock (unless and until such shares are forfeited) shall be issuedand outstanding for all corporate purposes and the Employee shall be entitled during the vestingperiod of the Restricted Stock to (x) receive all dividends and distributions, if any, paid withrespect to the unvested shares of Restricted Stock, (y) exercise all voting rights with respect tothe unvested shares of Restricted Stock, and (z) exercise and possess all other rights andattributes of ownership with respect to the unvested shares of Restricted Stock, except as providedotherwise in the Plan and this Agreement.Section 5. Certain Agreements of the Employee. The Employee hereby understands andagrees as follows:(a) the Employee is a member of senior management of the Company;(b) none of the Performance Shares and none of the shares of Restricted Stock, if issued, willbe registered or qualified by the Company under any federal or state securities laws in relianceupon certain exemptions from registration or qualification under such laws;(c) because the shares of Restricted Stock, if issued, will not be registered or qualifiedunder any federal or state securities laws and because the Employee may be deemed to be anaffiliate of the Company under the federal securities laws, such shares upon vesting will besubject to restrictions on resale and transfer imposed by applicable federal and state law inaddition to the restrictions set forth in the Plan and this Agreement;(d) he is (and his heirs, executors, administrators and representatives are) bound by, and thePerformance Shares are and the shares of Restricted Stock, if issued, will be subject to, theterms, conditions and restrictions set forth in the Plan, this Agreement, the Company’sCertificate of Incorporation and By-Laws and applicable law (all as currently or hereafter ineffect);
 
2

 
(e) there is no obligation of the Company to have any shares of Restricted Stock, if issued,to be listed, traded or quoted on any securities exchange or on any quotation system or otherestablished trading market;(f) no representations, promises or commitments have been made to the Employee relating to (i)the repurchase by the Company of any Performance Shares or any shares of Restricted Stock, ifissued, upon such Restricted Stock becoming vested, or (ii) the amount of dividends ordistributions, the percentage of profit or the return on investment, if any, that he might expectto receive as a result of the Award of the Performance Shares or the shares of Restricted Stock, ifissued (whether before or after any of such shares shall have become earned or vested); and(g) the Performance Shares and the shares of Restricted Stock, if issued, shall be held by theEmployee for his own account and not for another person and not with a view to resale,distribution, subdivision or fractionalization of such shares.Section 6. Non-transferability. Except in the event of the Employee’s deathand then only in the manner set forth in the Plan, the Performance Shares (a) cannot be sold,transferred, assigned, margined, encumbered, bequeathed, gifted, alienated, hypothecated, pledgedor otherwise disposed of, nor can a lien, security interest or option be placed thereon, whether byoperation of law, whether voluntarily or involuntarily, or otherwise, and (b) are not subject toexecution, attachment or similar process or otherwise available to the creditors of the Employee.Except in the event of the Employee’s death and then only in the manner set forth in the Plan, ifthe Performance Shares are earned and converted into shares of Restricted Stock, such shares ofRestricted Stock (unless and until such shares become vested or are forfeited) (y) cannot be sold,transferred, assigned, margined, encumbered, bequeathed, gifted, alienated, hypothecated, pledgedor otherwise disposed of, nor can a lien, security interest or option be placed thereon, whether byoperation of law, whether voluntarily or involuntarily, or otherwise, and (z) are not subject toexecution, attachment or similar process or otherwise available to the creditors of the Employee.At such time as shares of Restricted Stock become vested, such vested shares may be sold,transferred, bequeathed, gifted or otherwise disposed of in accordance with applicable law and therequirements then in effect of the principal securities exchange or market (or of any quotationsystem or other established trading market) on which the Company’s shares of common stock are thenlisted or traded, if any. Any attempted or purported sale, transfer, disposition or other act inbreach of or contrary to this Section shall be null and void and of no force or effect whatsoever.
 
3

 
Section 7. Issuance of Shares. Promptly following the execution of thisAgreement, the Company shall maintain the Performance Shares only in book-entry form in the name ofthe Employee. If the Performance Shares are earned and converted into shares of Restricted Stock,the Company shall promptly issue the required number of shares of common stock of the Company,which shall be restricted in accordance with the Plan and this Agreement. Until the time that suchshares of Restricted Stock become vested or are forfeited, (a) the Company shall maintain theunvested shares only in book-entry form in the name of the Employee, (b) the Company shall notissue any certificate representing any unvested shares of Restricted Stock inthe name or for the benefit of the Employee, (c) the Employee shall not be entitled to holdany unvested shares in “street name,” and (d) such unvested shares shall be outstanding for allcorporate purposes. Upon request by the Employee following the date on which shares of RestrictedStock become vested, the Company shall release such vested shares to the Employee and shall, inaccordance with the instructions of the Employee, either cause such shares to be placed in “streetname” with a broker designated by the Employee or issue a stock certificate representing suchshares in the name of the Employee with a legend in substantially the following form imprintedthereon:RESTRICTIONS ON TRANSFERThe securities represented by this Certificate have not been registered or qualifiedunder the Securities Act of 1933, as amended (the “Act”), the laws of the State ofDelaware or any other state securities laws and may not be sold, transferred,gifted, pledged or otherwise disposed of in the absence of such registration orqualification or an exemption therefrom under the Act and any applicable statesecurities laws.The securities represented by this Certificate are subject to the terms of aPerformance Share and Restricted Stock Award Agreement and the 2007 ExecutiveIncentive Plan of the Company, which contain restrictions on the sale, transfer,gift, pledge and other disposition of, and other matters relating to, thesesecurities, copies of which agreement and plan are on file with the Secretary of theCompany.Section 8. Income and Employment Tax Withholding. All applicable federal,state and local income and employment taxes (and all interest and penalties thereon) that arise orare imposed by virtue of the Performance Shares having been earned and the shares of RestrictedStock having become vested shall be the responsibility of and paid by the Employee. The Companyshall have the right to require payment to it of the taxes and other charges required by law to bewithheld as a result of the Performance Shares having been earned and the shares of RestrictedStock having become vested. The Company also is hereby entitled, and the Employee herebyauthorizes the Company, to withhold shares of Restricted Stock that have vested to satisfy anywithholding tax liability of the Company. For purposes of calculating applicable taxes, the valueof the shares of Restricted Stock shall be based upon the closing price of the Company’s commonstock, as quoted by the principal securities exchange or market on which the Company’s common stockis then traded, on the date that the shares become vested (or, if the Employee makes an electionunder Section 83(b) of the Internal Revenue Code, on the date that shares of Restricted Stock areissued). If the Company’s common stock is not listed, traded or quoted on any securities exchangeor on any quotation system or other established trading market on the date that shares ofRestricted Stock become vested, then the value of the shares shall be the fair market value of suchshares as determined by either the Board of Directors or the Compensation Committee of the Company.The Company understands and agrees that the Employee is entitled to make an election under Section83(b) of the Internal Revenue Code with respect to the Restricted Stock.
 
4

 
Section 9. Employment; Certain Conflicts. In accordance with Section 14.1 ofthe Plan, neither this Agreement nor the Award of Performance Shares or the shares of RestrictedStock into which the Performance Shares may be converted (a) constitutes an agreement,understanding or commitment relating to the continued employment of the Employee by the Company, or(b) affects the employment of the Employee by the Company, whether pursuant to an employmentagreement or as an employee-at-will. In the event of any conflict between the Plan and thisAgreement, then this Agreement shall control; provided, however, that in the event that thisAgreement is silent with respect to a particular matter relating to the Performance Shares or theRestricted Stock, then the Plan shall control with respect to such matter. In the event of anyconflict between this Agreement and an employment agreement, if any, between the Company and theEmployee, then this Agreement shall control.Section 10. Effect of Change in Control or Termination of Employment. In theevent of a Change in Control (as defined in the Plan) or a Termination of Service (as defined inthe Plan), whether by the Company or the Employee, whether with or without cause or good reason,whether upon disability, retirement or death, or otherwise, all Performance Shares that have notyet been earned and all shares of Restricted Stock that have not yet become vested or that havebecome vested as of the time of such event shall be treated in accordance with Section 3.6 of thePlan, except as expressly set forth below in this Section 10.(a) In the event of a Change in Control during the Performance Period, all Performance Sharesshall, immediately prior to the effectiveness of the Change in Control, be treated as earned at the“target” Award Rate and be converted into shares of Restricted Stock which shall, immediately uponconversion, become fully vested. The Performance Shares so converted shall be converted intoRestricted Stock using the following conversion ratio: the number Performance Shares earned *dividedby*the closing price of the Company’s common stock (as quoted by the principal securities exchangeor market on which the Company’s common stock is then traded) on the day which is twenty (20)trading days prior to the effectiveness of a Change in Control; provided, however, that if theCompany’s common stock is not listed, traded or quoted on any securities exchange or on anyquotation system or other established trading market on such day, then the denominator for theconversion ratio shall instead be the fair market value of a share of common stock of the Companyon the day immediately preceding the effectiveness of the Change in Control, as determined byeither the Board of Directors or the Compensation Committee of the Company.(b) In the event of a Termination of Service due to the death, Disability or Retirement of theEmployee during the Performance Period, the Performance Shares shall be treated as earned only tothe extent that a performance target is ultimately achieved and then only on a prorated basis basedupon the length of time that the Employee was employed by the Company or an Affiliate of theCompany during the Performance Period. If any Performance Shares are so earned, then they will beimmediately converted into shares of common stock of the Company, which shall not be RestrictedStock, using the following conversion ratio: the number Performance Shares earned *divided by*theclosing price of the Company’s common stock (as quoted by the principal securities exchange ormarket on which the Company’s common stock is then traded) on the last day of the PerformancePeriod; provided, however, that if the Company’s common stock is not listed, traded or quoted onany securities exchange or on any quotation system or other established trading market on such day,then the denominator for the conversion ratio shall instead be the fair market value of a share ofcommon stock of the Company on the last day of the Performance Period, as determined by either theBoard of Directors or the Compensation Committee of the Company.
 
5

 
Section 11. Miscellaneous.(a) Binding Effect; Assignment. This Agreement shall be binding upon and inure to thebenefit of the Company and the Employee and their respective heirs, executors, representatives,successors and assigns; provided, however that neither party may assign this Agreement without theprior written consent of the other party hereto except that the Company may, without the consent ofthe Employee, assign this Agreement in connection with any merger, consolidation, share exchange,combination, sale of stock, sale of assets or other similar transaction involving the Company orany transaction or series of transactions constituting a Change in Control. In the event of anysuch permitted assignment by the Company of this Agreement, all references to the “Company” shallthereafter mean and refer to the successor or assignee of the Company.(b) Waiver. Either party hereto may, by a writing signed by the waiving party, waivethe performance by the other party of any of the covenants or agreements to be performed by suchother party under this Agreement or any breach of or noncompliance with any provision of thisAgreement. The waiver by either party hereto shall not operate or be construed as a continuing orsubsequent waiver or a waiver of any other or subsequent failure of performance, breach ornoncompliance hereunder. The failure or delay of either party at any time to insist upon thestrict performance of any provision of this Agreement or to enforce its rights or remedies underthis Agreement shall not be construed as a waiver or relinquishment of the right to insist uponstrict performance of such provision, or to pursue any of its rights or remedies for any breachhereof, at a future time.(c) Amendment. This Agreement may be amended, modified or supplemented only by awritten agreement executed by both of the parties hereto.(d) Headings. The headings in this Agreement have been inserted solely for ease ofreference and shall not be considered in the interpretation or construction of this Agreement.(e) Severability. In case any one or more of the provisions (or any portion thereof)contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in anyrespect, such invalidity, illegality or unenforceability shall not affect any other provision ofthis Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceableprovision or provisions (or portion thereof) had never been contained herein.(f) Counterparts. This Agreement may be executed in any number of counterparts, eachof which shall be an original, but such counterparts shall together constitute one and the sameagreement.(g) Construction. This Agreement shall be deemed to have been drafted by both partieshereto. This Agreement shall be construed in accordance with the fair meaning of its provisionsand its language shall not be strictly construed against, nor shall ambiguities be resolvedagainst, either party.
 
6

 
(h) Entire Agreement. This Agreement and the Plan constitute the entire understandingand agreement (and supersede all other prior understandings, commitments,representations and communications), whether oral or written, between the parties heretorelating to the shares of Restricted Stock.(i) Governing Law. Because the Company’s headquarters are in Indiana, this Agreementshall be governed by and construed in accordance with the laws of the State of Indiana, withoutreference to any choice of law provisions, principles or rules thereof (whether of the State ofIndiana or any other jurisdiction) that would cause the application of any laws of any jurisdictionother than the State of Indiana.(j) Recitals; Exhibit. The recitals, premises and “Whereas” clauses contained on page1 of this Agreement, and Exhibit A attached to this Agreement, are expressly incorporatedinto and made a part of this Agreement.(k) Capitalized Terms. All capitalized terms used but not otherwise defined in thisAgreement or in Exhibit A shall have the same meaning ascribed to such terms in the Plan.(l) Review and Consultation. The Employee hereby understands and agrees that he (i)has read and is familiar with this Agreement and the Plan, (ii) understands the provisions andeffects of this Agreement and the Plan, and (iii) has consulted with such of his attorneys,accountants and other advisors as he has deemed advisable prior to executing this Agreement. **THEEMPLOYEE HEREBY FURTHER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT HE HAS NOT RECEIVED ANY ADVICE,COUNSEL OR RECOMMENDATION WITH RESPECT TO THIS AGREEMENT OR THE PLAN FROM ANY DIRECTOR, OFFICER OROTHER EMPLOYEE OF, OR ANY ATTORNEY OR REPRESENTATIVE FOR, THE COMPANY.**(m) Certain Approvals Required. Any amendment, modification or supplement of or anywaiver under this Agreement on behalf of the Company may be made and will be effectual only uponthe approval thereof by the Compensation Committee.* * **[Signature Page Follows this Page]*
 
7

 
IN WITNESS WHEREOF, the Company and the Employee have entered into, executed and deliveredthis Restricted Stock Award Agreement as of the day and year first above written.         Signature of Employee