1.
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Name of Participant: _____________
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2.
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Date of Grant: _____________
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3.
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Total number of shares of Company
common stock, $0.01 par value per share, covered by the Restricted Stock Award: _____________
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4.
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Vesting Schedule. Except
as otherwise provided in the Plan and this Agreement, this Restricted Stock Award first becomes earned in accordance with the vesting schedule specified herein.
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5. |
Grant of Restricted Stock Award.
The Restricted Stock Award will be in the form of issued and outstanding shares of Stock. The shares of Restricted Stock may be evidenced in such manner as the Committee determines, including electronically and/or solely on the books and records maintained by the transfer agent.
If certificated, the certificates evidencing the Restricted Stock Award will bear a legend restricting the transferability of the
Restricted Stock. The Restricted Stock awarded to the Participant will not be sold, encumbered hypothecated or otherwise transferred except in accordance with the terms of the Plan and this Agreement.
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6. |
Terms and Conditions.
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6.1 |
The Participant will have the right to vote the shares of Restricted Stock awarded hereunder on matters that require shareholder vote.
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6.2 |
Any cash dividends or distributions declared with respect to shares of Stock subject to the Restricted Stock Award will be retained and distributed to the Participant
after the Restricted Stock vests. If the Restricted Stock does not vest, the Participant will forfeit the dividends. Any stock dividends declared and paid with respect to shares of Stock subject to this Restricted Stock Award will be issued
and be subject to the same restrictions and the same vesting schedule as the underlying share of Restricted Stock on which the dividend was declared.
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7. |
Delivery of Shares.
Delivery of shares of Stock under this Restricted Stock Award will comply with all applicable laws (including, the requirements of the Securities Act), and the
applicable requirements of any securities exchange or similar entity.
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8.
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Adjustment Provisions.
This Restricted Stock Award, including the number of shares subject to the Restricted Stock Award, will be adjusted upon the occurrence of the events specified in, and in accordance with the provisions of, Section 3.4 of the Plan. |
9. |
Effect of Termination of Service on Restricted Stock Award. This
Restricted Stock Award will vest as follows upon a Termination of Service:
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(i)
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Death. In the event of the Participant’s
Termination of Service by reason of the Participant’s death, any unvested shares of Restricted Stock subject to this Agreement will vest.
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(ii)
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Disability. In the event of the
Participant’s Termination of Service by reason of Disability, any unvested shares of Restricted Stock subject to this Agreement will vest.
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(iii)
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Change in Control. In the event of the
Participant’s Involuntary Termination of Service at or following a Change in Control, any unvested shares of Restricted Stock subject to this Agreement will vest.
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(iv)
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Termination for Cause. In the event of the Participant’s Termination of Service for Cause, all shares of Restricted Stock subject to this Agreement that have
not vested will expire and be forfeited.
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(v)
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Other Termination. In the event of the Participant’s Termination of Service for any reason other than due to death, Disability, Cause or an Involuntary Termination at or
following a Change in Control, all shares of Restricted Stock subject to this Agreement that have not vested as of the date of the Termination of Service will expire and be forfeited.
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10. |
Miscellaneous.
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10.1 |
This Restricted Stock Award will not confer upon the Participant any rights as a stockholder of the Company prior to the date on which the individual fulfills all
conditions for receipt of such rights, except as otherwise provided herein.
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10.2 |
This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.
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10.3 |
The shares of Restricted Stock subject to this Agreement are not transferable prior to the time the shares vest.
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10.4 |
This Restricted Stock Award will be governed by and construed in accordance with the laws of the State of Illinois.
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10.5 |
This Restricted Stock Award is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the
provisions hereof, the Company will not be obligated to issue any shares of stock hereunder if the issuance of such shares would constitute a violation of any such law, regulation or order or any provision thereof.
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10.6 |
This Restricted Stock Award is subject to any required federal, state and local tax withholding that may be effected in the manner determined by the Company.
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10.7 |
Nothing in this Agreement will interfere with or limit in any way the right of the Company or any Affiliate to terminate the Participant’s employment or service at any
time, nor confer upon the Participant any right to continue in the employ or service of the Company or any Affiliate.
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10.8 |
This Agreement shall be binding upon any successor of the Company, in accordance with the terms of this Agreement and the Plan.
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10.9 |
This Restricted Stock Award is subject to forfeiture in accordance with Section 7.16 of the Plan or as otherwise authorized by the Company.
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