Question: 1. Why do restricted stock awards often include performance requirements, such as the operating cash flow requirement for Mr. Boneparth, in addition to service requirements?

1. Why do restricted stock awards often include performance requirements, such as the operating cash flow requirement for Mr. Boneparth, in addition to service requirements? Why are stock options usually awarded without performance requirements? What factors should the Compensation Committee consider when determining the required levels of operating cash flows necessary for Mr. Boneparth's restricted shares to vest? Explain.

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