RESTRICTED STOCK ON THE DATE OF
GRANT, AS THE ADMINISTRATOR MAY DETERMINE.
9.2
MINIMUM VESTING PERIOD FOR CERTAIN RESTRICTED STOCK AWARDS.
EACH
RESTRICTED STOCK AWARD GRANTED TO A PARTICIPANT SHALL BECOME FREE OF RESTRICTION
(I.E., BECOME VESTED) AT SUCH TIMES OR UPON SUCH EVENTS (INCLUDING, WITHOUT
LIMITATION, THE SATISFACTION OF ONE OR MORE PERFORMANCE GOALS) AS DETERMINED BY
THE ADMINISTRATOR AND SPECIFIED IN AN AGREEMENT, PROVIDED, HOWEVER, THAT, UNLESS
EARLIER VESTED PURSUANT TO SECTION 9.3, (A) A RESTRICTED STOCK AWARD WHICH IS A
PERFORMANCE GRANT SHALL VEST NOT EARLIER THAN ONE (1) YEAR AFTER THE DATE OF
GRANT NOTWITHSTANDING EARLIER SATISFACTION OF THE RELATED PERFORMANCE GOAL OR
GOALS AND (B) ANY OTHER RESTRICTED STOCK AWARD SHALL VEST OVER A PERIOD OF NOT
LESS THAN THREE (3) YEARS, PROVIDED, FURTHER THAT THE FOREGOING LIMITATIONS
SHALL NOT APPLY TO RESTRICTED STOCK AWARDS GRANTED BY A COMMITTEE TO WHICH THE
BOARD HAS DELEGATED ADMINISTRATION OF THE PLAN PURSUANT TO SECTION 3.1 HEREOF IN
AN AMOUNT NOT TO EXCEED, IN THE AGGREGATE, TEN PERCENT (10%) OF THE SHARES
AVAILABLE FOR GRANT UNDER THIS PLAN.
9.3
WAIVER OF VESTING PERIOD FOR CERTAIN RESTRICTED STOCK AWARDS.
IN THE EVENT
THAT A PARTICIPANT'S EMPLOYMENT OR SERVICE WITH THE CORPORATION OR A SUBSIDIARY
IS TERMINATED AND THE ADMINISTRATOR DEEMS IT EQUITABLE TO DO SO, THE
ADMINISTRATOR MAY, IN ITS DISCRETION WAIVE ANY MINIMUM VESTING PERIOD (BUT NOT
THE SATISFACTION OF ANY PERFORMANCE GOALS) WITH RESPECT TO A RESTRICTED STOCK
AWARD HELD BY SUCH PARTICIPANT, PROVIDED, HOWEVER, THAT THE NUMBER OF SHARES
SUBJECT TO RESTRICTED STOCK AWARDS AS TO WHICH THE MINIMUM VESTING PERIOD IS
WAIVED UPON TERMINATION OF EMPLOYMENT OR SERVICE OTHER THAN AS A RESULT OF
DEATH, DISABILITY OR RETIREMENT SHALL NOT EXCEED, IN THE AGGREGATE, TEN PERCENT
(10%) OF THE SHARES AVAILABLE FOR GRANT UNDER THIS PLAN.
ANY SUCH WAIVER MAY
BE MADE WITH RETROACTIVE EFFECT, PROVIDED IT IS MADE WITHIN 60 DAYS FOLLOWING
SUCH TERMINATION OF EMPLOYMENT OR SERVICE.
9.4
ISSUANCE AND RETENTION OF SHARE CERTIFICATES BY CORPORATION.
ONE OR MORE
SHARE CERTIFICATES SHALL BE ISSUED UPON THE GRANT OF A RESTRICTED STOCK AWARD;
BUT, UNTIL SUCH TIME AS THE RESTRICTED STOCK SHALL VEST OR OTHERWISE BECOME
DISTRIBUTABLE BY REASON OF SATISFACTION OF ONE OR MORE PERFORMANCE GOALS, THE
CORPORATION SHALL RETAIN SUCH SHARE CERTIFICATES.
IN LIEU OF THE FOREGOING, THE
CORPORATION MAY INSTRUCT ITS TRANSFER AGENT TO MAKE A BOOK ENTRY RECORD SHOWING
OWNERSHIP OF THE RESTRICTED STOCK IN THE NAME OF THE PARTICIPANT SUBJECT TO THE
TERMS AND CONDITIONS OF THE PLAN AND THE APPLICABLE AGREEMENT.
9.5
STOCK POWERS.
AT THE TIME OF THE GRANT OF A RESTRICTED STOCK AWARD, THE
PARTICIPANT TO WHOM THE GRANT IS MADE SHALL DELIVER SUCH STOCK POWERS, ENDORSED
IN BLANK, AS MAY BE REQUESTED BY THE CORPORATION.
9.6
RELEASE OF SHARES.
WITHIN 30 DAYS FOLLOWING THE DATE ON WHICH A
PARTICIPANT BECOMES ENTITLED UNDER AN AGREEMENT TO RECEIVE SHARES OF PREVIOUSLY
RESTRICTED STOCK, THE CORPORATION SHALL DELIVER TO HIM OR HER A CERTIFICATE
EVIDENCING THE OWNERSHIP