Attempted transfer
The shares are subject to forfeiture in the discretion of the administrative authority if Grantee attempts to sell, assign, transfer,
pledge, or otherwise dispose of or encumber them during the applicable restricted periods.
Applicable law
The shares are subject to forfeiture in whole or in part as the administrative authority deems necessary in order to comply with
applicable law.
7.Taxes. Notwithstanding the restrictions on transfer that otherwise apply, the Corporation in its sole discretion may withhold
shares, either at the time of issuance, at the time the applicable restricted periods expire, or at any other time in order to satisfy any
required withholding, social security, and similar taxes or contributions (collectively, "required taxes"). Withheld shares may be
retained by the Corporation or sold on behalf of Grantee. If the Corporation does not withhold shares to satisfy required taxes, in
the alternative the Corporation may require Grantee to deposit with the Corporation cash in an amount determined by the
Corporation to be necessary to satisfy required taxes. Notwithstanding any other provision of this Agreement, the Corporation
will be under no obligation to issue or deliver shares to Grantee if Grantee fails timely to deposit such amount with the
Corporation. The Corporation in its sole discretion may also withhold any required taxes from dividends paid on the restricted
stock.
8.Form of Shares. The shares will, upon issuance, be registered in the name of Grantee. During the applicable restricted periods,
however, the shares will be held by or on behalf of the Corporation. Shares under restriction may be held in certificated or book-
entry form as the administrative authority determines. Grantee agrees that the Corporation may give stop transfer instructions to
its transfer agent with respect to shares subject to restriction and that, during the applicable restricted period, any restricted shares
issued in certificated form may bear an appropriate legend noting the restrictions, risk of forfeiture, and requirements regarding
withholding taxes. If and when the applicable restricted period expires with respect to any issued shares, subject to section 7, the
Corporation will deliver those shares promptly after such expiration to or for the account of Grantee free of restriction, either in
certificated form or by book-entry transfer in accordance with the procedures of the administrative authority in effect at the time.
9.Shareholder Status. During the applicable restricted periods, Grantee will have customary rights of a shareholder with respect to
the shares registered in Grantee's name, including the rights to vote and to receive dividends on the shares, subject to the
restrictions on transfer, possible events of forfeiture, and potential dividend reinvestment provided in this Agreement. However,
before the shares are registered in Grantee's name, Grantee will not be a shareholder of the Corporation and will not be entitled to
dividends with respect to those shares.
10.Change in Capitalization. If a stock split, stock dividend, or other relevant change in capitalization of the Corporation occurs,
any resulting new shares or securities issued with respect to previously issued shares that are still restricted under this Agreement
will be delivered to and held by or on behalf of the Corporation and will be subject to the same provisions, restrictions, and
requirements as those previously issued shares.
11.Limits on the Corporation's Obligations. Notwithstanding anything else contained in this Agreement, under no circumstances
will the Corporation be required to issue or deliver any shares if doing so would violate any law or listing requirement that the
administrative authority determines to be applicable, or if Grantee has failed to provide for required taxes pursuant to section 7.
12.Receipt or Access to Program. Grantee acknowledges receipt of or access to the full text of the Program.
13.Appointment of Agent for Dividends. Grantee appoints the Corporation to be Grantee's agent to receive for Grantee dividends
on shares based on record dates that occur while the shares are subject to restriction under this Agreement. The Corporation will
transmit such dividends, net of required taxes pursuant to section 7, to or for the account of Grantee in such manner as the
administrative authority determines. Alternatively, the administrative authority may determine to reinvest such dividends in
additional shares which will be held subject to all the terms and conditions otherwise applicable to shares of restricted stock under
this Agreement.
14.Electronic Delivery of Shareholder Communications. The Corporation's proxy statement, annual report, and other shareholder
materials deliverable to Grantee with respect to shares issued under this Agreement may be delivered to Grantee electronically,
unless Grantee specifically requests delivery in paper format. Such electronic delivery may be accomplished by email
transmission of the materials, or by email notification to Grantee that the materials are available at a specified website to which
Grantee has access.