Your Restricted Shares will be subject to a Restriction Period. The Restriction Period will lapse and the Restricted Shares will vest as follows:

(i) as to 100,000 Shares, one year after the Fair Market Value equals or exceeds $35 per share for 20 consecutive trading days;

(ii) as to 100,000 shares, one year after the Fair Market Value equals or exceeds $50 per share for 20 consecutive trading days;

(iii) as to 100,000 shares, one year after the Fair Market Value equals or exceeds $65 per share for 20 consecutive trading days; and

(iv) as to 100,000 shares, one year after the Fair Market Value equals or exceeds $80 per share for 20 consecutive trading days.

No portion of your Restriction Period will lapse six years and one day after the Grant Date. All remaining Restricted Shares will be forfeited at that time.

Your Restricted Stock will be held in escrow by the Company, as escrow agent. The Company will give you a receipt for the Restricted Shares held in escrow that will state that the Company holds such Restricted Shares in escrow for your account, subject to the terms of this Award, and you will give the Company a stock power for such Shares duly endorsed in blank which will be used in the event such Shares are forfeited in whole or in part. As soon as practicable after the lapse of the Restriction Period, the Restricted Stock will cease to be held in escrow, and the vested Shares will be issued in certificated or book entry form to you or, in the case of your death, to your estate.

Notwithstanding the foregoing, the Company may instruct its transfer agent to evidence the Restricted Shares by electronic entry on the transfer agent’s books. In that event the Company will further instruct its transfer agent to indicate the Restriction Period (and any other restrictions it may require to ensure compliance with the Securities Act and state and other securities laws) within those book entries and, upon the lapse of the Restriction Period and provided you have has paid applicable withholding taxes the Company will instruct the transfer agent to remove those indications with respect to shares of Restricted Stock or other securities for which the Restriction Period has lapsed or been waived.

Transferability of

Restricted Shares:

You understand that you (and not the Company) will be responsible for your own federal, state, local or foreign tax liability and any of your other tax consequences that may arise as a result of the transactions contemplated by this Award. You shall rely solely on the determinations of your tax advisors or your own determinations, and not on any statements or representations by the Company or any of its agents, with regard to all such tax matters. You may be able to alter the tax consequences of the acquisition of the Shares by filing an election under Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”). Such election may be filed only within thirty (30) days after the date of this Award. You should consult with your tax advisor to determine the tax consequences of acquiring the Shares and the advantages and disadvantages of filing the Code Section 83(b) election. You acknowledge that it is your sole responsibility, and not the Company’s, to file a timely election under Code Section 83(b), even if you request the Company or its representatives make this filing on your behalf.

To the extent that the receipt of the Restricted Stock or the vesting of the Restricted Stock results in income to you for Federal, state or local income tax purposes, you shall deliver to the Company at the time the Company is obligated to withhold taxes in connection with such receipt or vesting, as the case may be, such amount as the Company requires to meet its withholding obligation under applicable tax laws or regulations, and if you fail to do so, the Company has the right and authority to deduct or withhold from other compensation payable to you an amount sufficient to satisfy its withholding obligations. If you do not make an election under Code Section 83(b), in connection with this Award, you may satisfy the withholding requirement, in whole or in part, by electing to have the Company withhold for its own account that number of Restricted Shares otherwise deliverable to you from escrow hereunder on the date the tax is to be determined having an aggregate Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax that the Company must withhold in connection with the vesting of such Shares. Your election must be irrevocable, in writing, and submitted to the Secretary of the Company before the applicable vesting date. The Fair Market Value of any fractional Share not used to satisfy the withholding obligation (as determined on the date the tax is determined) will be paid to you in cash.

Your Restricted Shares will be subject to a Restriction Period. The Restriction Period will lapse and the Restricted Shares will vest as follows:

(i) as to 6,000 Shares, one year after the Fair Market Value equals or exceeds $35 per share for 20 consecutive trading days;

(ii) as to 6,000 shares, one year after the Fair Market Value equals or exceeds $50 per share for 20 consecutive trading days;

(iii) as to 6,000 shares, one year after the Fair Market Value equals or exceeds $65 per share for 20 consecutive trading days; and

(iv) as to 6,000 shares, one year after the Fair Market Value equals or exceeds $80 per share for 20 consecutive trading days.

No portion of the Restriction Period will lapse six years and one day after the Grant Date. All remaining Restricted Shares will be forfeited at that time.

Your Restricted Stock will be held in escrow by the Company, as escrow agent. The Company will give you a receipt for the Restricted Shares held in escrow that will state that the Company holds such Restricted Shares in escrow for your account, subject to the terms of this Award, and you will give the Company a stock power for such Shares duly endorsed in blank which will be used in the event such Shares are forfeited in whole or in part. As soon as practicable after the lapse of the Restriction Period, the Restricted Stock will cease to be held in escrow, and the vested Shares will be issued in certificated or book entry form to you or, in the case of your death, to your estate.

Notwithstanding the foregoing, the Company may instruct its transfer agent to evidence the Restricted Shares by electronic entry on the transfer agent’s books. In that event the Company will further instruct its transfer agent to indicate the Restriction Period (and any other restrictions it may require to ensure compliance with the Securities Act and state and other securities laws) within those book entries and, upon the lapse of the Restriction Period and provided you have has paid applicable withholding taxes the Company will instruct the transfer agent to remove those indications with respect to shares of Restricted Stock or other securities for which the Restriction Period has lapsed or been waived.

Transferability of

Restricted Shares:

You understand that you (and not the Company) will be responsible for your own federal, state, local or foreign tax liability and any of your other tax consequences that may arise as a result of the transactions contemplated by this Award. You shall rely solely on the determinations of your tax advisors or your own determinations, and not on any statements or representations by the Company or any of its agents, with regard to all such tax matters. You may be able to alter the tax consequences of the acquisition of the Shares by filing an election under Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”). Such election may be filed only within thirty (30) days after the date of this Award. You should consult with your tax advisor to determine the tax consequences of acquiring the Shares and the advantages and disadvantages of filing the Code Section 83(b) election. You acknowledge that it is your sole responsibility, and not the Company’s, to file a timely election under Code Section 83(b), even if you request the Company or its representatives make this filing on your behalf.

Your Restricted Shares will be subject to a Restriction Period. The Restriction Period will lapse and the Restricted Shares will vest as follows:

(i) as to 6,000 Shares, one year after the Fair Market Value equals or exceeds $35 per share for 20 consecutive trading days;

(ii) as to 6,000 shares, one year after the Fair Market Value equals or exceeds $50 per share for 20 consecutive trading days;

(iii) as to 6,000 shares, one year after the Fair Market Value equals or exceeds $65 per share for 20 consecutive trading days; and

(iv) as to 6,000 shares, one year after the Fair Market Value equals or exceeds $80 per share for 20 consecutive trading days.

No portion of the Restriction Period will lapse six years and one day after the Grant Date. All remaining Restricted Shares will be forfeited at that time.

Your Restricted Stock will be held in escrow by the Company, as escrow agent. The Company will give you a receipt for the Restricted Shares held in escrow that will state that the Company holds such Restricted Shares in escrow for your account, subject to the terms of this Award, and you will give the Company a stock power for such Shares duly endorsed in blank which will be used in the event such Shares are forfeited in whole or in part. As soon as practicable after the lapse of the Restriction Period, the Restricted Stock will cease to be held in escrow, and the vested Shares will be issued in certificated or book entry form to you or, in the case of your death, to your estate.

Notwithstanding the foregoing, the Company may instruct its transfer agent to evidence the Restricted Shares by electronic entry on the transfer agent’s books. In that event the Company will further instruct its transfer agent to indicate the Restriction Period (and any other restrictions it may require to ensure compliance with the Securities Act and state and other securities laws) within those book entries and, upon the lapse of the Restriction Period and provided you have has paid applicable withholding taxes the Company will instruct the transfer agent to remove those indications with respect to shares of Restricted Stock or other securities for which the Restriction Period has lapsed or been waived.

Transferability of

Restricted Shares:

•

Your Restricted Shares will be subject to a Restriction Period. The Restriction Period will lapse and the Restricted Shares will vest as follows:

(i) as to 6,000 Shares, one year after the Fair Market Value equals or exceeds $35 per share for 20 consecutive trading days;

(ii) as to 6,000 shares, one year after the Fair Market Value equals or exceeds $50 per share for 20 consecutive trading days;

(iii) as to 6,000 shares, one year after the Fair Market Value equals or exceeds $65 per share for 20 consecutive trading days; and

(iv) as to 6,000 shares, one year after the Fair Market Value equals or exceeds $80 per share for 20 consecutive trading days.

No portion of the Restriction Period will lapse six years and one day after the Grant Date. All remaining Restricted Shares will be forfeited at that time.

Your Restricted Stock will be held in escrow by the Company, as escrow agent. The Company will give you a receipt for the Restricted Shares held in escrow that will state that the Company holds such Restricted Shares in escrow for your account, subject to the terms of this Award, and you will give the Company a stock power for such Shares duly endorsed in blank which will be used in the event such Shares are forfeited in whole or in part. As soon as practicable after the lapse of the Restriction Period, the Restricted Stock will cease to be held in escrow, and the vested Shares will be issued in certificated or book entry form to you or, in the case of your death, to your estate.

Notwithstanding the foregoing, the Company may instruct its transfer agent to evidence the Restricted Shares by electronic entry on the transfer agent’s books. In that event the Company will further instruct its transfer agent to indicate the Restriction Period (and any other restrictions it may require to ensure compliance with the Securities Act and state and other securities laws) within those book entries and, upon the lapse of the Restriction Period and provided you have has paid applicable withholding taxes the Company will instruct the transfer agent to remove those indications with respect to shares of Restricted Stock or other securities for which the Restriction Period has lapsed or been waived.

Transferability of

Restricted Shares:

Your Restricted Shares will be subject to a Restriction Period. The Restriction Period will lapse and the Restricted Shares will vest as follows:

(i) as to 6,000 Shares, one year after the Fair Market Value equals or exceeds $35 per share for 20 consecutive trading days;

(ii) as to 6,000 shares, one year after the Fair Market Value equals or exceeds $50 per share for 20 consecutive trading days;

(iii) as to 6,000 shares, one year after the Fair Market Value equals or exceeds $65 per share for 20 consecutive trading days; and

(iv) as to 6,000 shares, one year after the Fair Market Value equals or exceeds $80 per share for 20 consecutive trading days.

No portion of the Restriction Period will lapse six years and one day after the Grant Date. All remaining Restricted Shares will be forfeited at that time.

Your Restricted Stock will be held in escrow by the Company, as escrow agent. The Company will give you a receipt for the Restricted Shares held in escrow that will state that the Company holds such Restricted Shares in escrow for your account, subject to the terms of this Award, and you will give the Company a stock power for such Shares duly endorsed in blank which will be used in the event such Shares are forfeited in whole or in part. As soon as practicable after the lapse of the Restriction Period, the Restricted Stock will cease to be held in escrow, and the vested Shares will be issued in certificated or book entry form to you or, in the case of your death, to your estate.

Notwithstanding the foregoing, the Company may instruct its transfer agent to evidence the Restricted Shares by electronic entry on the transfer agent’s books. In that event the Company will further instruct its transfer agent to indicate the Restriction Period (and any other restrictions it may require to ensure compliance with the Securities Act and state and other securities laws) within those book entries and, upon the lapse of the Restriction Period and provided you have has paid applicable withholding taxes the Company will instruct the transfer agent to remove those indications with respect to shares of Restricted Stock or other securities for which the Restriction Period has lapsed or been waived.

Transferability of

Restricted Shares:

Taxes:

Miscellaneous:

•

Your Restricted Shares will be subject to a Restriction Period. The Restriction Period will lapse and the Restricted Shares will vest as follows:

(i) as to 6,000 Shares, one year after the Fair Market Value equals or exceeds $35 per share for 20 consecutive trading days;

(ii) as to 6,000 shares, one year after the Fair Market Value equals or exceeds $50 per share for 20 consecutive trading days;

(iii) as to 6,000 shares, one year after the Fair Market Value equals or exceeds $65 per share for 20 consecutive trading days; and

(iv) as to 6,000 shares, one year after the Fair Market Value equals or exceeds $80 per share for 20 consecutive trading days.

No portion of the Restriction Period will lapse six years and one day after the Grant Date. All remaining Restricted Shares will be forfeited at that time.

Your Restricted Stock will be held in escrow by the Company, as escrow agent. The Company will give you a receipt for the Restricted Shares held in escrow that will state that the Company holds such Restricted Shares in escrow for your account, subject to the terms of this Award, and you will give the Company a stock power for such Shares duly endorsed in blank which will be used in the event such Shares are forfeited in whole or in part. As soon as practicable after the lapse of the Restriction Period, the Restricted Stock will cease to be held in escrow, and the vested Shares will be issued in certificated or book entry form to you or, in the case of your death, to your estate.

Notwithstanding the foregoing, the Company may instruct its transfer agent to evidence the Restricted Shares by electronic entry on the transfer agent’s books. In that event the Company will further instruct its transfer agent to indicate the Restriction Period (and any other restrictions it may require to ensure compliance with the Securities Act and state and other securities laws) within those book entries and, upon the lapse of the Restriction Period and provided you have has paid applicable withholding taxes the Company will instruct the transfer agent to remove those indications with respect to shares of Restricted Stock or other securities for which the Restriction Period has lapsed or been waived.

Transferability of

Restricted Shares:

Grant Date:

Number of Shares:

Vesting Schedule:

Your Restricted Shares will be subject to a Restriction Period. The Restriction Period will lapse and the Restricted Shares will vest as follows:

(i) as to 6,000 Shares, one year after the Fair Market Value equals or exceeds $35 per share for 20 consecutive trading days;

(ii) as to 6,000 shares, one year after the Fair Market Value equals or exceeds $50 per share for 20 consecutive trading days;

(iii) as to 6,000 shares, one year after the Fair Market Value equals or exceeds $65 per share for 20 consecutive trading days; and

(iv) as to 6,000 shares, one year after the Fair Market Value equals or exceeds $80 per share for 20 consecutive trading days.

No portion of the Restriction Period will lapse six years and one day after the Grant Date. All remaining Restricted Shares will be forfeited at that time.

Your Restricted Stock will be held in escrow by the Company, as escrow agent. The Company will give you a receipt for the Restricted Shares held in escrow that will state that the Company holds such Restricted Shares in escrow for your account, subject to the terms of this Award, and you will give the Company a stock power for such Shares duly endorsed in blank which will be used in the event such Shares are forfeited in whole or in part. As soon as practicable after the lapse of the Restriction Period, the Restricted Stock will cease to be held in escrow, and the vested Shares will be issued in certificated or book entry form to you or, in the case of your death, to your estate.

Notwithstanding the foregoing, the Company may instruct its transfer agent to evidence the Restricted Shares by electronic entry on the transfer agent’s books. In that event the Company will further instruct its transfer agent to indicate the Restriction Period (and any other restrictions it may require to ensure compliance with the Securities Act and state and other securities laws) within those book entries and, upon the lapse of the Restriction Period and provided you have has paid applicable withholding taxes the Company will instruct the transfer agent to remove those indications with respect to shares of Restricted Stock or other securities for which the Restriction Period has lapsed or been waived.

Transferability of

Restricted Shares:

You understand that you (and not the Company) will be responsible for your own federal, state, local or foreign tax liability and any of your other tax consequences that may arise as a result of the transactions contemplated by this Award. You shall rely solely on the determinations of your tax advisors or your own determinations, and not on any statements or representations by the Company or any of its agents, with regard to all such tax matters. You may be able to alter the tax consequences of the acquisition of the Shares by filing an election under Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”). Such election may be filed only within thirty (30) days after the date of this Award. You should consult with your tax advisor to determine the tax consequences of acquiring the Shares and the advantages and disadvantages of filing the Code Section 83(b) election. You acknowledge that it is your sole responsibility, and not the Company’s, to file a timely election under Code Section 83(b), even if you request the Company or its representatives make this filing on your behalf.