**EXHIBIT10.41**

**MENTOR CORPORATION2005 LONG-TERM INCENTIVE PLANRESTRICTED STOCK AWARD AGREEMENT**

**THIS RESTRICTED STOCK AWARDAGREEMENT** (this "**AwardAgreement**") is dated as of **[____________**, _____**]** (the "**AwardDate**") by and between Mentor Corporation, a Minnesota corporation (the "**Corporation**"),and **[**______________**]** (the "**Participant**").

**W I T N E S S E T H**

**WHEREAS**, pursuant to the Mentor Corporation2005 Long-Term Incentive Plan (the "**Plan**"), the Corporation herebygrants to the Participant, effective as of the date hereof, a restricted stockaward (the "**Award**"), upon the terms and conditions set forth herein andin the Plan.

**NOWTHEREFORE**, inconsideration of services rendered and to be rendered by the Participant, andthe mutual promises made herein and the mutual benefits to be derivedtherefrom, the parties agree as follows:

1.                  **DefinedTerms**. Capitalized terms used herein and not otherwise defined herein shall have themeaning assigned to such terms in the Plan.

2.                  **Grant;Purchase Price**. Subject to the terms of this Award Agreement, the Corporation hereby grants tothe Participant an Award with respect to an aggregate of **[________]** restrictedshares of Common Stock of the Corporation (the "**Restricted Stock**") **[**ata purchase price of **[______]** per share (the "**Purchase Price**")**]**.

3.                  **Vesting**.  Subject to Section 9 below, theAward shall vest, and restrictions (other than those set forth in Section 8.1of the Plan) shall lapse, with respect to one-fifth of the total number ofshares of Restricted Stock (subject to adjustment under Section 7.1 of thePlan) on each of the first, second, third, fourth and fifth anniversaries ofthe Award Date. 

4.                  **Continuanceof Employment**. The vesting schedule requires continued employment or service through eachapplicable vesting date as a condition to the vesting of the applicableinstallment of the Award and the rights and benefits under this Award Agreement. Partial employment or service, even if substantial, during any vesting periodwill not entitle the Participant to any proportionate vesting or avoid ormitigate a termination of rights and benefits upon or following a terminationof employment or services as provided in Section 9 below or under the Plan.

Nothing contained in this Award Agreementor the Plan constitutes an employment or service commitment by the Corporation,affects the Participant's status, if the Participant is an employee, as an employeeat will who is subject to termination without cause, confers upon the Participantany right to remain employed by or in service to the Corporation or any of its Subsidiaries,interferes in any way with the right of the Corporation or any of its Subsidiariesat any time to terminate such employment or services, or affects the right ofthe Corporation or any of its Subsidiaries to increase or decrease the Participant'sother compensation or benefits.  Nothing in this paragraph, however, isintended to adversely affect any independent contractual right of the Participantwithout his or her consent thereto.

5.                  **Dividendand Voting Rights**. After the Award Date, the Participant shall be entitled to cash dividends andvoting rights with respect to the shares of Restricted Stock subject to theAward even though such shares are not vested, provided that such rights shallterminate immediately as to any shares of Restricted Stock that are forfeitedpursuant to Section 9 below.

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6.                  **Restrictionson Transfer**.

(a)                BeforeVesting.  Prior tothe time that they have become vested pursuant to Section 3, neither the RestrictedStock, nor any interest therein, amount payable in respect thereof, orRestricted Property (as defined in Section 10 hereof) may be sold, assigned,transferred, pledged or otherwise disposed of, alienated or encumbered(collectively, a "**Transfer**"), either voluntarily or involuntarily.  The Transferrestrictions in the preceding sentence shall not apply to (i) transfers to theCorporation, or (ii) transfers by will or the laws of descent and distribution.

(b)                After Vesting.  Upon and after the time that anyshares of Restricted Stock have vested pursuant to Section 3, the Participantshall be permitted to Transfer (subject to applicable securities lawrequirements, the Corporation's insider trading policies, and other applicablelaws and regulations) up to forty percent (40%) of such shares in the aggregate(taking into consideration the total number of shares of Restricted Stock thathave vested pursuant to Section 3 and any past Transfers of any of such sharesby the Participant).  The Administrator may, in its discretion, increase theforegoing percentage if the Participant demonstrates that such greaterpercentage is necessary to satisfy any income and employment taxes attributableto the vesting of such shares.  The Transfer limitation in the first sentenceof this Section 6(b) shall not apply to (i) transfers to the Corporation, or(ii) transfers by will or the laws of descent and distribution.  The Transferrestriction in this Section 6(b) shall terminate on the earlier to occur of (x)the fifth anniversary of the Award Date (but the shares shall continue to be subjectto the restrictions of Section 7), or (y) the Participant's Severance Date (asdefined below).

7.                  **StockOwnership Guidelines**.  By accepting the Award and executing this Award Agreement, theParticipant agrees to be bound by the stock ownership requirements set forth inthis Section 7.

(a)                OwnershipThreshold.  TheParticipant's "**Ownership Threshold**" shall be the number of shares of theCorporation's Common Stock obtained when (i) the product obtained bymultiplying (A) the Participant's **[**annual retainer *(in the case ofDirectors)***]****[or]****[**annualized base salary *(in thecase of CEO and other Corporation Officers)***]** in effect as of theAward Date, by (B) **[**three (3) *(in the case of Directors and CEO)***][or]****[**two (2) *(in the case of non-CEO Corporation Officers)***]**,is divided by (ii) the Fair Market Value of a share of Common Stock on theAward Date.  The Ownership Threshold shall be subject to adjustment by theAdministrator as provided in Section 10 hereof.  The Participant agrees to attaina level of Stock Ownership (as defined below) at least equal to the OwnershipThreshold no later than the fifth anniversary of the Award Date and to maintainsuch level of Stock Ownership throughout the remainder of the Participant'semployment or service with the Corporation and its Subsidiaries.

(b)                StockOwnership.  Forpurposes of this Section 7 and subject to the next sentence, the Participant's "**StockOwnership**" shall consist of all actual shares of Common Stock actually orbeneficially (within the meaning of Rule 13d-3 promulgated under the ExchangeAct) owned by the Participant.  Notwithstanding the preceding sentence, none ofthe following shall constitute shares of Common Stock actually or beneficiallyowned by the Participant for this purpose: (i) any shares of restricted CommonStock, performance shares, or restricted Common Stock units (covered by thisAward Agreement or a similar award) unless and until such shares or units areno longer subject to a substantial risk of forfeiture, (ii) any shares ofCommon Stock subject to an outstanding stock option or stock appreciation right(regardless of whether such award is vested and/or "in the money"), or (iii)any shares of Common Stock payable in respect of compensation earned butdeferred prior to the time such shares are actually delivered.  For purposes ofclarity, upon exercise of a stock option by the Participant, only the actualnumber of shares of Common Stock acquired upon such exercise and retained bythe Participant shall count as Stock Ownership (*i.e.*, any shares that areused to settle the exercise price of the option or any tax withholdingrequirements shall not be counted as part of the Participant's StockOwnership).

(c)                Waiver.  Notwithstanding the foregoingprovisions, the Board may, in its sole discretion, take any action with respectto the provisions of this Section 7 that does not have a material adverseeffect on the rights of the Participant, including without limitation effectinga reduction (but not an increase) in the Participant's Ownership Threshold and/orwaiving any of the limitations set forth in this Section 7 if it determinesthat such action is appropriate under the circumstances.

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8.                  **StockCertificates.**

(a)                Book EntryForm.  TheCorporation shall issue the shares of Restricted Stock subject to the Award either:(i) in certificate form as provided in Section 8(b) below; or (ii) in bookentry form, registered in the name of the Participant with notations regarding theapplicable restrictions on transfer imposed under this Award Agreement.

(b)                Certificatesto be Held by Corporation; Legend.  Any certificates representing shares of Restricted Stockthat may be delivered to the Participant by the Corporation prior to vestingshall be redelivered to the Corporation to be held by the Corporation until therestrictions on such shares shall have lapsed and the shares shall thereby havebecome vested or the shares represented thereby have been forfeited hereunder. Such certificates shall bear the following legend:

*"Theownership of this certificate and the shares of stock evidenced hereby and anyinterest therein are subject to substantial restrictions on transfer under anAgreement entered into between the registered owner and Mentor Corporation.  Acopy of such Agreement is on file in the office of the Secretary of Mentor Corporation."*

(c)                Delivery ofCertificates Upon Vesting.  Promptly after the vesting of any shares of Restricted Stock pursuantto Section 3, the Corporation shall, as applicable, either remove the notationson any shares of Restricted Stock issued in book entry form which have vestedor deliver to the Participant a certificate or certificates evidencing thenumber of shares of Restricted Stock which have vested (or, in either case,such lesser number of shares as may be permitted pursuant to Section 8.5 of thePlan).  The Participant (or the beneficiary or personal representative of the Participantin the event of the Participant's death or disability, as the case may be) shalldeliver to the Corporation any representations or other documents or assurancesrequired pursuant to Section 8.1 of the Plan.  The shares so delivered shall nolonger be restricted shares hereunder.

(d)                Stock Power;Power of Attorney. Concurrently with the execution and delivery of this Award Agreement, the Participantshall deliver to the Corporation an executed stock power in the form attachedhereto as Exhibit A, in blank, with respect to such shares.  The Participant,by acceptance of the Award, shall be deemed to appoint, and does so appoint byexecution of this Award Agreement, the Corporation and each of its authorizedrepresentatives as the Participant's attorney(s)‐in‐fact to effectany transfer of unvested forfeited shares (or shares otherwise reacquired bythe Corporation hereunder) to the Corporation as may be required pursuant tothe Plan or this Award Agreement and to execute such documents as theCorporation or such representatives deem necessary or advisable in connectionwith any such transfer.

9.                  **Effect ofTermination of Employment or Services**.  

(a)                General.  Subject to earlier vesting as provided in Section 7of the Plan and Section 9(b) hereof, if the Participant ceases to beemployed by or ceases to provide services to the Corporation or a Subsidiary,the Participant's shares of Restricted Stock (and related Restricted Propertyas defined in Section 10 hereof) shall be forfeited to the Corporation to theextent such shares have not become vested pursuant to Section 3 upon the datethe Participant's employment or services terminate (the "**Severance Date**"),regardless of the reason for such termination (whether with or without cause,voluntarily or involuntarily, or due to death or disability).  Upon theoccurrence of any forfeiture of shares of Restricted Stock hereunder, suchunvested, forfeited shares and related Restricted Property shall beautomatically transferred to the Corporation, without any other action by theParticipant (or the Participant's beneficiary or personal representative in theevent of the Participant's death or disability, as applicable) and theCorporation shall refund the Purchase Price (if any) for such forfeited shares tothe Participant (or the Participant's beneficiary or personal representative inthe event of the Participant's death or disability, as applicable).  Noadditional consideration shall be paid by the Corporation with respect to suchtransfer.  No interest shall be credited with respect to nor shall any otheradjustments be made to the Purchase Price for fluctuations in the fair marketvalue of the Common Stock either before or after the transfer date (except forcustomary adjustments to reflect stock splits, reverse stock splits, and stockdividends).  The Corporation may exercise its powers under Section 8(d) hereofand take any other action necessary or advisable to evidence such transfer. The Participant (or the Participant's beneficiary or personal representative inthe event of the Participant's death or disability, as applicable) shalldeliver any additional documents of transfer that the Corporation may requestto confirm the transfer of such unvested, forfeited shares and relatedRestricted Property to the Corporation.

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(b)                Accelerationon Certain Terminations.  Notwithstanding any other provision of this Award Agreement or of thePlan, (i) if a Change in Control Event (which, for purposes of this Agreement,shall have the meaning set forth below and not the one assigned to it in thePlan) occurs and the Award (to the extent outstanding and not otherwise vestedat the time of the Change in Control Event) does not accelerate and becomefully vested upon or in connection with such event as contemplated by Section7.2 of the Plan (and is not otherwise accelerated by the Administrator asprovided in Section 7.3 of the Plan), and (ii) if, within twelve (12) monthsfollowing the date of the Change in Control Event, the Participant has aSeverance Date as a result of a termination by the Corporation or a Subsidiaryfor any reason other than for Cause or as a result of resignation by theParticipant for Good Reason (as each such term is defined below), the Award (tothe extent outstanding and not otherwise vested immediately prior to suchtermination) shall automatically become fully vested as of the Severance Date;provided, however, that if the Participant is a member of the Board at the timeof the Change in Control Event and ceases to be a member of the Board for anyreason within twelve (12) months following the date of the Change in ControlEvent (and does not otherwise continue to be employed by or provide services tothe Corporation or a Subsidiary), the Award (to the extent outstanding and nototherwise vested immediately prior to such cessation of service) shallautomatically become fully vested as of the Severance Date.

(c)                Definitions.  For purposes of this Section 9,the following definitions shall apply.

(i)                  "**Cause**"shall have the meaning ascribed to such term or a similar term in anyemployment or similar agreement between the Corporation (or a Subsidiary) andthe Participant then in effect that defines such term with respect to theParticipant's employment by the Corporation or a Subsidiary.  In the event thatthere is no such agreement then in effect (or that any such agreement includesno such definition), "Cause" means (1) personal or professional misconduct bythe Participant (including, but not limited to, criminal activity or gross orwillful neglect of duty); (2) breach of the Participant's fiduciary duty to theCorporation; (3) conduct which threatens public health or safety, or threatensto do immediate or substantial harm to the Corporation's business orreputation; or (4) any other misconduct, deficiency, failure of performance,breach or default, reasonably capable of being remedied or corrected by the Participant.

(ii)                "**Change inControl Event**" means any of the following: 

            (a)            the acquisition byany individual, entity or group (within the meaning of Section 13(d)(3) or14(d)(2) of the Exchange Act (a "**Person**")) of beneficial ownership(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of morethan 50% of either (1) the then-outstanding shares of common stock of theCorporation (the "**Outstanding Company Common Stock**") or (2) the combinedvoting power of the then-outstanding voting securities of the Corporationentitled to vote generally in the election of directors (the "**Outstanding CompanyVoting Securities**"); provided, however, that, for purposes of this clause(a), the following acquisitions shall not constitute a Change in Control Event;(A) any acquisition directly from the Corporation, (B) any acquisition by theCorporation, (C) any acquisition by any employee benefit plan (or relatedtrust) sponsored or maintained by the Corporation or any affiliate of theCorporation or a successor, or (D) any acquisition by any entity pursuant to atransaction that complies with Sections (c)(1), (2) and (3) below; 

            (b)            individuals who, asof the Award Date, constitute the Board (the "**Incumbent Board**") ceasefor any reason to constitute at least a majority of the Board; provided,however, that any individual becoming a director subsequent to the Award Datewhose election, or nomination for election by the Corporation's shareholders,was approved by a vote of at least two-thirds of the directors then comprisingthe Incumbent Board (including for these purposes, the new members whoseelection or nomination was so approved, without counting the member and hispredecessor twice) shall be considered as though such individual were a memberof the Incumbent Board, but excluding, for this purpose, any such individualwhose initial assumption of office occurs as a result of an actual orthreatened election contest with respect to the election or removal ofdirectors or other actual or threatened solicitation of proxies or consents byor on behalf of a Person other than the Board; 

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            (c)            consummation of areorganization, merger, statutory share exchange or consolidation or similarcorporate transaction involving the Corporation or any of its Subsidiaries, asale or other disposition of all or substantially all of the assets of theCorporation, or the acquisition of assets or stock of another entity by theCorporation or any of its Subsidiaries (each, a "**Business Combination**"),in each case unless, following such Business Combination, (1) all orsubstantially all of the individuals and entities that were the beneficialowners of the Outstanding Company Common Stock and the Outstanding CompanyVoting Securities immediately prior to such Business Combination beneficiallyown, directly or indirectly, more than 50% of the then-outstanding shares ofcommon stock and the combined voting power of the then-outstanding votingsecurities entitled to vote generally in the election of directors, as the casemay be, of the entity resulting from such Business Combination (including,without limitation, an entity that, as a result of such transaction, owns theCorporation or all or substantially all of the Corporation's assets directly orthrough one or more subsidiaries (a "**Parent**")) in substantially the sameproportions as their ownership immediately prior to such Business Combinationof the Outstanding Company Common Stock and the Outstanding Company VotingSecurities, as the case may be, and (2) at least a majority of the members ofthe board of directors or trustees of the entity resulting from such Business Combinationor a Parent were members of the Incumbent Board at the time of the execution ofthe initial agreement or of the action of the Board providing for such BusinessCombination; or 

            (d)            approval by theshareholders of the Corporation of a complete liquidation or dissolution of theCorporation other than in the context of a transaction that does not constitutea Change in Control Event under clause (c) above. 

(iii)               "**Good Reason**"shall have the meaning ascribed to such term or a similar term in anyemployment or similar agreement between the Corporation (or a Subsidiary) andthe Participant then in effect that defines such term with respect to theParticipant's employment by the Corporation or a Subsidiary.  In the event thatthere is no such agreement then in effect (or that any such agreement includesno such definition), "Good Reason" means the occurrence of any of the followingwithout the Participant's express written consent: (1) if the Participant is aparty to an employment or similar agreement with the Corporation then in effect,a significant reduction of the Participant's material duties, position orresponsibilities, or the removal of the Participant from such duties, positionor responsibilities, as specified in such agreement; (2) a reduction in theParticipant's base salary or cash incentive bonus other than a one-timereduction of not more than ten percent (10%) that is also applied tosubstantially all senior executives of the Corporation; (3) a materialreduction in the Participant's benefits as compared to the benefits in effecton the Award Date; (4) a requirement by the Corporation that the Participantperform a significant portion of his or her duties at a location other than theheadquarters of the Corporation; or (5) a relocation of the Corporation'sheadquarters more than fifty (50) miles from the current location in SantaBarbara, California.

10.              **AdjustmentsUpon Specified Events**.  Upon the occurrence of certain events relating to the Corporation'sstock contemplated by Section 7.1 of the Plan, the Administrator shall makeadjustments if appropriate in the number and kind of securities that may becomevested under the Award and in the Participant's Ownership Threshold.  If anyadjustment shall be made under Section 7.1 of the Plan or an event described inSection 7.3 of the Plan shall occur and the shares of Restricted Stock are notfully vested upon such event or prior thereto, the restrictions applicable tosuch shares of Restricted Stock shall continue in effect with respect to anyconsideration or other securities (the "**Restricted Property**" and, forthe purposes of this Award Agreement, "Restricted Stock" shall include "RestrictedProperty", unless the context otherwise requires) received in respect of suchRestricted Stock.  Such Restricted Property shall vest at such times and insuch proportion as the shares of Restricted Stock to which the RestrictedProperty is attributable vest, or would have vested pursuant to the termshereof if such shares of Restricted Stock had remained outstanding.  To theextent that the Restricted Property includes any cash (other than regular cashdividends provided for in Section 5 hereof), such cash shall be invested,pursuant to policies established by the Administrator, in interest bearing,FDIC-insured (subject to applicable insurance limits) deposits of a depositoryinstitution selected by the Administrator, the earnings on which shall be addedto and become a part of the Restricted Property.

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11.              **TaxWithholding**. The Corporation (or any of its Subsidiaries last employing the Participant)shall be entitled to require a cash payment by or on behalf of the Participantand/or to deduct from other compensation payable to the Participant any sumsrequired by federal, state or local tax law to be withheld with respect to thevesting of any Restricted Stock.  Alternatively, the Participant or otherperson in whom the Restricted Stock vests may irrevocably elect, in such mannerand at such time or times prior to any applicable tax date as may be permittedor required under Section 8.5 of the Plan and rules established by the Administrator,to have the Corporation  withhold and reacquire shares of Restricted Stock attheir fair market value at the time of vesting to satisfy any withholdingobligations of the Corporation or its Subsidiaries with respect to suchvesting.  Any election to have shares so held back and reacquired shall besubject to such rules and procedures, which may include prior approval of the Administrator,as the Administrator may impose, and shall not be available if the Participantmakes or has made an election pursuant to Section 83(b) of the Code withrespect to such Award.

12.              **Notices**.  Any notice to be given under theterms of this Award Agreement shall be in writing and addressed to theCorporation at its principal office to the attention of the Secretary, and tothe Participant at the Participant's last address reflected on the Corporation'spayroll records.  Any notice shall be delivered in person or shall be enclosedin a properly sealed envelope, addressed as aforesaid, registered or certified,and deposited (postage and registry or certification fee prepaid) in a postoffice or branch post office regularly maintained by the United StatesGovernment.  Any such notice shall be given only when received, but if theParticipant is no longer an Eligible Person, shall be deemed to have been dulygiven five business days after the date mailed in accordance with the foregoingprovisions of this Section 12.

13.              **Plan**.  The Award and all rights of the Participantunder this Award Agreement are subject to the terms and conditions of theprovisions of the Plan, incorporated herein by reference.  The Participantagrees to be bound by the terms of the Plan and this Award Agreement.  The Participantacknowledges having read and understanding the Plan, the Prospectus for thePlan, and this Award Agreement.  Unless otherwise expressly provided in other sectionsof this Award Agreement, provisions of the Plan that confer discretionaryauthority on the Board or the Administrator do not (and shall not be deemed to)create any rights in the Participant unless such rights are expressly set forthherein or are otherwise in the sole discretion of the Board or theAdministrator so conferred by appropriate action of the Board or theAdministrator under the Plan after the date hereof.

14.              **EntireAgreement**. This Award Agreement and the Plan together constitute the entire agreement andsupersede all prior understandings and agreements, written or oral, of theparties hereto with respect to the subject matter hereof.  The Plan and thisAward Agreement may be amended pursuant to Section 8.6 of the Plan.  Suchamendment must be in writing and signed by the Corporation.  The Corporationmay, however, unilaterally waive any provision hereof in writing to the extent suchwaiver does not adversely affect the interests of the Participant hereunder,but no such waiver shall operate as or be construed to be a subsequent waiverof the same provision or a waiver of any other provision hereof.

15.              **Counterparts**.  This Award Agreement may beexecuted simultaneously in any number of counterparts, each of which shall bedeemed an original but all of which together shall constitute one and the sameinstrument.  

16.              **SectionHeadings**.  Thesection headings of this Award Agreement are for convenience of reference onlyand shall not be deemed to alter or affect any provision hereof.

17.              **GoverningLaw**.  This AwardAgreement shall be governed by and construed and enforced in accordance withthe laws of the State of Minnesota without regard to conflict of law principlesthereunder.

 

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            **IN WITNESS WHEREOF**, the Corporation hascaused this Award Agreement to be executed on its behalf by a duly authorizedofficer and the Participant has hereunto set his or her hand as of the date andyear first above written.

**MENTOR CORPORATION,**

**a Minnesotacorporation**

By:                                                                         

PrintName:                                                             

Its:                                                                          

**PARTICIPANT**

                                                                              

*Signature*

                                                                              

*Print Name*

 

 

 

 

 

 

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**CONSENT OF SPOUSE**

Inconsideration of the execution of the foregoing Restricted Stock Award Agreementby Mentor Corporation, I, _____________________________, the spouse of the Participanttherein named, do hereby join with my spouse in executing the foregoingRestricted Stock Award Agreement and do hereby agree to be bound by all of theterms and provisions thereof and of the Plan.

Dated:   _____________, 2005

                                                                              

*Signatureof Spouse*

                                                                              

*Print Name*

 

 

 

 

 

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**EXHIBIT A**

** **

**STOCK POWER**

FOR VALUERECEIVED and pursuant to that certain Restricted Stock Award Agreement between MentorCorporation, a Minnesota corporation (the "Corporation"), and the individualnamed below (the "Individual") dated as of _____________, 2005, the Individual,hereby sells, assigns and transfers to the Corporation, an aggregate ________shares of Common Stock of the Corporation, standing in the Individual's name onthe books of the Corporation and represented by stock certificate number(s)_____________________________________________ to which this instrument isattached, and hereby irrevocably constitutes and appoints _____________________________________________________ as his or her attorney in fact and agentto transfer such shares on the books of the Corporation, with full power ofsubstitution in the premises.

Dated _____________, ________

                                                                              

*Signature*

                                                                              

*Print Name*

*(Instruction: Please do not fill in any blanks other thanthe signature line.  The purpose of the assignment is to enable the Corporationto exercise its sale/purchase option set forth in the Restricted Stock AwardAgreement without requiring additional signatures on the part of the Individual.)*

 

 

 

 

A-1

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