(i) the date on which the Company undergoes a Change in Control;     (ii) the date on which the Grantee dies or ceases to retain ContinuousStatus as an Employee or Consultant as a result of the Grantee’sDisability; and     (iii) the third anniversary of the Grant Date.     3. Dividend and Voting Rights.     (a) Dividends payable with respect to the Awarded Shares during the period prior to theVesting Date shall be paid to the Grantee in the same manner as paid on the Common Stock ofthe Company, unless the Grantee forfeits the Shares pursuant to**Section 2(a)** hereof, in which case the Grantee shall also forfeit the right toreceive any dividends not paid prior to such forfeiture.     (b) The Grantee shall have the right to vote any Awarded Shares; provided, thatsuch voting rights shall lapse with respect to any Awarded Shares that are forfeited to theCompany pursuant to this Agreement.     4. Additional Shares. If the Company pays a stock dividend or declares a stock spliton or with respect to any of its Common Stock, or otherwise distributes securities of theCompany to the holders of its Common Stock, the shares of stock or other securities of the Companyissued with respect to the Awarded Shares then subject to the restrictions contained in thisAgreement shall be held in escrow and shall be distributed to the Grantee on the Vesting Date, unless the Grantee forfeits the Awarded Shares pursuant to **Section 2(a)** hereof, inwhich case the Grantee shall also forfeit the right to receive such stock dividend or othersecurities. If the Company shall distribute to its stockholders shares of stock of anothercorporation, the shares of stock of such other corporation distributed with respect to the AwardedShares then subject to the restrictions contained in this Agreement shall be held in escrow andshall be distributed to the Grantee on such Vesting Date, unless the Grantee forfeits the AwardedShares pursuant to **Section 2(a)** hereof, in which case the Grantee shall also forfeit theright to receive such stock.     5. Effect of Change in Control. In the event of a Change in Control, the AwardedShares will be affected in accordance with Section 15 of the Plan.     6. Adjustments. The Awarded Shares shall be subject to adjustment in accordance withSection 15 of the Plan.     7. Legends. To the extent certificates representing the Awarded Shares are issued tothe Grantee pursuant to this Agreement, such certificates shall have endorsed thereon legendssubstantially as follows (or in such other form as counsel for the Company may determine isnecessary or appropriate):“The shares represented by this certificate are subject torestrictions set forth in a Restricted Stock Award Agreementwith this Company dated February 27, 2008, a copy of which
 

 
Agreement is available for inspection at the offices of theCompany or will be made available upon request.”     8. Withholding Taxes. To the extent that the Company is required to withhold federal,state, local or foreign taxes in connection with any delivery of Awarded Shares to the Grantee, andthe amounts available to the Company for such withholding are insufficient, it shall be a conditionto the receipt of such delivery that the Grantee make arrangements satisfactory to the Company forpayment of the balance of such taxes required to be withheld. The Grantee may elect that all orany part of such withholding requirement be satisfied by retention by the Company of a portion ofthe Awarded Shares to be delivered to the Grantee. If such election is made, the Awarded Shares soretained shall be credited against such withholding requirement at the Fair Market Value of a Shareon the date of such exercise, with any fractional Shares that would otherwise be delivered beingrounded up to the next nearest whole Share. In no event shall the Fair Market Value of AwardedShares to be withheld and/or delivered pursuant to this **Section 8** to satisfy applicablewithholding taxes in connection with the benefit exceed the minimum amount of taxes required to bewithheld.     9. Notices. Any notices required or permitted by the terms of this Agreement or thePlan must be in writing, shall be delivered to the Grantee at his or her address on file with theCompany or to the Company addressed as follows (or to such other address or addresses of whichnotice in the same manner has previously been given), and will be deemed to have been duly given(a) when delivered in person, (b) when dispatched by electronic facsimile transfer (if confirmed inwriting by mail simultaneously dispatched), (c) one business day after having been dispatched by anationally recognized overnight courier service or (d) three business days after being sent byregistered or certified mail, return receipt requested, postage prepaid:Lancaster Colony Corporation