Common use of Dividend Equivalent Rights Clause in Contracts

Dividend Equivalent Rights. In the event that the Company declares and pays a dividend in respect of its outstanding shares of Stock and, on the record date for such dividend, you hold Restricted Stock Units granted pursuant to this Agreement that have not been settled, the Company shall create a bookkeeping account that will track, (a) to the extent the dividend paid to stockholders generally was a cash dividend, the cash value you would have been entitled to receive as if you had been the holder of record of the number of shares of Stock related to the Restricted Stock Units that have not been settled as of the record date, or (b) to the extent the dividend paid to stockholders generally was paid in the form of property, the property you would have been entitled to receive as if you had been the holder of record of the number of shares of Stock related to the Restricted Stock Units that have not been settled as of the record date. All DER amounts credited to your bookkeeping account pursuant to this Section 3, if any, shall be deemed converted into shares of Stock on the date that the Restricted Stock Units vest (based on the Fair Market Value (as such term is defined in the Management Stockholder’s Agreement) of Stock on such date and rounded down to the nearest whole share of Stock) and paid to you in the form of additional shares of Stock on the date that the underlying Restricted Stock Units associated with such DER amounts are settled pursuant to Section 5 below. In the event that the Restricted Stock Units are forfeited to the Company without settlement to you, you will also forfeit any associated DER amounts. No interest will be payable with respect to DER amounts credited to your bookkeeping account, if any, that represent cash dividends. Property, if any, deemed credited to DER bookkeeping accounts representing dividends paid in property will be deemed invested in such property until the DER amounts are deemed converted to shares of Stock pursuant to this Section 3. The bookkeeping accounts, if any, created to track DER amounts are phantom accounts and the Company is under no obligation to set aside cash or property with respect to any DER amounts. Valuations made pursuant to this Section 3 (including any valuation of property deemed credited to a bookkeeping account) will be made by the Committee, or its designee, in its sole discretion and such valuation will be final and binding.

Dividend Equivalent Rights. In the event that the Company declares and pays a dividend in respect of its outstanding shares of Stock and, on the record date for such dividend, you hold Restricted Stock Units granted pursuant to this Agreement that have not been settled, the Company shall create a bookkeeping account that will track, (a) to the extent the dividend paid to stockholders generally was a cash dividend, the cash value you would have been entitled to receive as if you had been the holder of record of the number of shares of Stock related to the Restricted Stock Units that have not been settled as of the record date, or (b) to the extent the dividend paid to stockholders generally was paid in the form of property, the property you would have been entitled to receive as if you had been the holder of record of the number of shares of Stock related to the Restricted Stock Units that have not been settled as of the record date. All DER amounts credited to your bookkeeping account pursuant to this Section 3, if any, shall be deemed converted into shares of Stock on the date that the Restricted Stock Units vest (based on the Fair Market Value (as such term is defined in the Management Stockholder’s 's Agreement) of Stock on such date and rounded down to the nearest whole share of Stock) and paid to you in the form of additional shares of Stock on the date that the underlying Restricted Stock Units associated with such DER amounts are settled pursuant to Section 5 below. In the event that the Restricted Stock Units are forfeited to the Company without settlement to you, you will also forfeit any associated DER amounts. No interest will be payable with respect to DER amounts credited to your bookkeeping account, if any, that represent cash dividends. Property, if any, deemed credited to DER bookkeeping accounts representing dividends paid in property will be deemed invested in such property until the DER amounts are deemed converted to shares of Stock pursuant to this Section 3. The bookkeeping accounts, if any, created to track DER amounts are phantom accounts and the Company is under no obligation to set aside cash or property with respect to any DER amounts. Valuations made pursuant to this Section 3 (including any valuation of property deemed credited to a bookkeeping account) will be made by the Committee, or its designee, in its sole discretion and such valuation will be final and binding.

Dividend Equivalent Rights. In (a) Each RSU granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent right. Such Dividend Equivalent right shall entitle the event Participant to have a hypothetical bookkeeping account (established and maintained for purposes of tracking the RSUs and any additional RSUs credited to such account in respect of Dividend Equivalent rights in accordance with this Section 3 (the “Account”)) that is credited upon the Company’s payment of dividends to stockholders of outstanding shares of Stock if the Dividend Equivalent right is or was outstanding on the applicable Stock record date. Subject to Section 3(c) below, when such dividends are so declared, the following shall occur: (i) on the date that the Company declares and pays a cash dividend in respect of its outstanding shares of Stock and, on the record date for such dividend, you hold Restricted Stock Units granted pursuant to this Agreement that have not been settledStock, the Company shall create credit the Participant’s Account with a bookkeeping account that will track, (a) number of full and fractional RSUs equal to the extent quotient of (A) the dividend paid total number of RSUs credited to stockholders generally was a cash the Account but not yet distributed (including any RSUs granted hereunder and any additional RSUs credited with respect to Dividend Equivalent rights), multiplied by the per share dollar amount of such dividend, divided by (B) the cash value you would have been entitled Fair Market Value of a share of Stock on the date such dividend is paid; (ii) on the date that the Company pays a Stock dividend in respect of outstanding shares of Stock, the Company shall credit the Participant’s Account with a number of full and fractional RSUs equal to receive as if you had been the holder product of record (A) the total number of RSUs credited to the Account but not yet distributed (including any RSUs granted hereunder and any additional RSUs credited with respect to Dividend Equivalent rights), multiplied by (B) the number of shares of Stock related distributed with respect to such dividend per share of Stock; or (iii) on the Restricted Stock Units date that have not been settled the Company pays any other type of distribution in respect of outstanding shares of Stock, the Company shall credit the Participant’s Account in an equitable manner based on the total number of RSUs held in the Account, as determined in the sole discretion of the record date, or Committee. (b) To the extent that any additional RSUs are credited to the extent Participant’s Account in respect of the Participant’s Dividend Equivalent rights, such additional RSUs shall be subject to the same vesting terms as the original RSUs to which they relate (e.g., additional RSUs credited in respect of Time-Vest RSUs will be subject to the same time-based vesting requirements as the underlying Time-Vest RSUs, while additional RSUs credited in respect of Performance-Vest RSUs will be subject to the same performance- and time-based vesting requirements as the underlying Performance-Vest RSUs) and shall also carry corresponding Dividend Equivalent rights. (c) Dividend Equivalent rights shall remain outstanding from the Grant Date (or later date of grant of such Dividend Equivalent right in connection with the Company’s payment of a dividend) through the earlier to occur of (i) the termination or forfeiture for any reason of the RSU to which such Dividend Equivalent right corresponds or (ii) the delivery to the Participant of payment for the RSU (in accordance with Section 6 below) to which such Dividend Equivalent right corresponds. For the avoidance of doubt, if a Dividend Equivalent right terminates after the applicable Stock record date for a Company dividend paid (other than due to stockholders generally was paid in the form termination or forfeiture of propertythe RSU to which such Dividend Equivalent right corresponds) and prior to the corresponding payment date thereof, the property you would have been Participant shall still be entitled to receive as if you had been the holder of record payment of the number of shares of Stock related to the Restricted Stock Units that have not been settled as of the record date. All DER amounts credited to your bookkeeping account pursuant to Dividend Equivalent right amount determined in accordance with this Section 3, if any, shall be deemed converted into shares of Stock on and when the date that the Restricted Stock Units vest (based on the Fair Market Value (as such term is defined in the Management Stockholder’s Agreement) of Stock on such date and rounded down to the nearest whole share of Stock) and paid to you in the form of additional shares of Stock on the date that Company pays the underlying Restricted Stock Units associated with such DER amounts are settled pursuant to Section 5 below. In the event that the Restricted Stock Units are forfeited to the Company without settlement to youdividend; provided, you will also forfeit any associated DER amounts. No interest will be payable with respect to DER amounts credited to your bookkeeping accounthowever, if anythat, that represent cash dividends. Property, if any, deemed credited to DER bookkeeping accounts representing dividends paid in property will be deemed invested in such property until the DER amounts are deemed converted to shares of Stock pursuant to this Section 3. The bookkeeping accounts, if any, created to track DER amounts are phantom accounts and the Company is under no obligation to set aside cash or property with respect to any DER amounts. Valuations made pursuant to this Section 3 (including any valuation of property deemed credited to a bookkeeping account) will be made unless otherwise provided by the Committee, or its designee, such Dividend Equivalent right amount shall be made in its sole discretion cash (rather than RSUs to be paid in Stock). (d) Dividend Equivalent rights and such valuation will any amounts that may become distributable in respect thereof shall be final treated separately from the RSUs and binding.the rights arising in connection therewith for purposes of the designation of time and form of payments required by Code Section 409A.

Dividend Equivalent Rights. In (a) Each RSU granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent right. Such Dividend Equivalent right shall entitle the event Participant to have a hypothetical bookkeeping account (established and maintained for purposes of tracking the RSUs and any additional RSUs credited to such account in respect of Dividend Equivalent rights in accordance with this Section 3) (the “Account”) that is credited upon the Company’s payment of dividends to stockholders of outstanding shares of Stock if the Dividend Equivalent right is or was outstanding on the applicable Stock record date. Subject to Section 3(c) below, when such dividends are so declared, the following shall occur: (i) on the date that the Company declares and pays a cash dividend in respect of its outstanding shares of Stock and, on the record date for such dividend, you hold Restricted Stock Units granted pursuant to this Agreement that have not been settledStock, the Company shall create credit the Participant’s Account with a bookkeeping account that will track, (a) number of full and fractional RSUs equal to the extent quotient of (A) the dividend paid total number of RSUs credited to stockholders generally was a cash the Account but not yet distributed (including any RSUs granted hereunder and any additional RSUs credited with respect to Dividend Equivalent rights), multiplied by the per share dollar amount of such dividend, divided by (B) the cash value you would have been entitled Fair Market Value of a share of Stock on the date such dividend is paid, (ii) on the date that the Company pays a Stock dividend in respect of outstanding shares of Stock, the Company shall credit the Participant’s Account with a number of full and fractional RSUs equal to receive as if you had been the holder product of record (A) the total number of RSUs credited to the Account but not yet distributed (including any RSUs granted hereunder and any additional RSUs credited with respect to Dividend Equivalent rights), multiplied by (B) the number of shares of Stock related distributed with respect to such dividend per share of Stock, or (iii) on the date that the Company pays any other type of distribution in respect of outstanding shares of Stock, the Company shall credit the Participant’s Account in an equitable manner based on the total number of RSUs held in the Account, as determined in the sole discretion of the Committee. (b) To the extent that any additional RSUs are credited to the Restricted Stock Units that have not been settled as Participant’s Account in respect of the record dateParticipant’s Dividend Equivalent rights, such additional RSUs shall be subject to the same vesting terms as the original RSUs to which they relate and shall also carry corresponding Dividend Equivalent rights. (c) Dividend Equivalent rights shall remain outstanding from the Grant Date (or later date of grant of such Dividend Equivalent right in connection with the Company’s payment of a dividend) through the earlier to occur of (i) the termination or forfeiture for any reason of the RSU to which such Dividend Equivalent right corresponds, or (bii) the delivery to the Participant of payment for the RSU (in accordance with Section 6 below) to which such Dividend Equivalent right corresponds. For the extent avoidance of doubt, if a Dividend Equivalent right terminates after the applicable Stock record date for a Company dividend paid and prior to stockholders generally was paid in the form of propertycorresponding payment date thereof, the property you would have been Participant shall still be entitled to receive as if you had been the holder of record payment of the number of shares of Stock related to the Restricted Stock Units that have not been settled as of the record date. All DER amounts credited to your bookkeeping account pursuant to Dividend Equivalent right amount determined in accordance with this Section 3, if anyand when the Company pays the underlying dividend; provided, however, that such Dividend Equivalent right amount shall be deemed converted into shares made in cash (rather than RSUs). (d) Dividend Equivalent rights and any amounts that may become distributable in respect thereof shall be treated separately from the RSUs and the rights arising in connection therewith for purposes of Stock on the date that the Restricted Stock Units vest (based on the Fair Market Value (as such term is defined in the Management Stockholder’s Agreement) designation of Stock on such date time and rounded down to the nearest whole share of Stock) and paid to you in the form of additional shares of Stock on the date that the underlying Restricted Stock Units associated with such DER amounts are settled pursuant to payments required by Code Section 5 below. In the event that the Restricted Stock Units are forfeited to the Company without settlement to you, you will also forfeit any associated DER amounts. No interest will be payable with respect to DER amounts credited to your bookkeeping account, if any, that represent cash dividends. Property, if any, deemed credited to DER bookkeeping accounts representing dividends paid in property will be deemed invested in such property until the DER amounts are deemed converted to shares of Stock pursuant to this Section 3. The bookkeeping accounts, if any, created to track DER amounts are phantom accounts and the Company is under no obligation to set aside cash or property with respect to any DER amounts. Valuations made pursuant to this Section 3 (including any valuation of property deemed credited to a bookkeeping account) will be made by the Committee, or its designee, in its sole discretion and such valuation will be final and binding.409A.

Dividend Equivalent Rights. In (a) Each RSU granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent right. Such Dividend Equivalent right shall entitle the event Participant to have a hypothetical bookkeeping account (established and maintained for purposes of tracking the RSUs and any additional RSUs credited to such account in respect of Dividend Equivalent rights in accordance with this Section 3) (the “Account”) that is credited upon the Company’s payment of dividends to stockholders of outstanding shares of Stock if the Dividend Equivalent right is or was outstanding on the applicable Stock record date. Subject to Section 3(c) below, when such dividends are so declared, the following shall occur: (i) on the date that the Company declares and pays a cash dividend in respect of its outstanding shares of Stock and, on the record date for such dividend, you hold Restricted Stock Units granted pursuant to this Agreement that have not been settledStock, the Company shall create credit the Participant’s Account with a bookkeeping account that will track, (a) number of full and fractional RSUs equal to the extent quotient of (A) the dividend paid total number of RSUs credited to stockholders generally was a cash the Account but not yet distributed (including any RSUs granted hereunder and any additional RSUs credited with respect to Dividend Equivalent rights), multiplied by the per share dollar amount of such dividend, divided by (B) the cash value you would have been entitled Fair Market Value of a share of Stock on the date such dividend is paid, (ii) on the date that the Company pays a Stock dividend in respect of outstanding shares of Stock, the Company shall credit the Participant’s Account with a number of full and fractional RSUs equal to receive as if you had been the holder product of record (A) the total number of RSUs credited to the Account but not yet distributed (including any RSUs granted hereunder and any additional RSUs credited with respect to Dividend Equivalent rights), multiplied by (B) the number of shares of Stock related distributed with respect to such dividend per share of Stock, or (iii) on the date that the Company pays any other type of distribution in respect of outstanding shares of Stock, the Company shall credit the Participant’s Account in an equitable manner based on the total number of RSUs held in the Account, as determined in the sole discretion of the Committee. (b) To the extent that any additional RSUs are credited to the Restricted Stock Units that have not been settled as Participant’s Account in respect of the record dateParticipant’s Dividend Equivalent rights, such additional RSUs shall be subject to the same vesting terms as the original RSUs to which they relate and shall also carry corresponding Dividend Equivalent rights. (c) Dividend Equivalent rights shall remain outstanding from the Grant Date (or later date of grant of such Dividend Equivalent right in connection with the Company’s payment of a dividend) through the earlier to occur of (i) the termination or forfeiture for any reason of the RSU to which such Dividend Equivalent right corresponds, or (bii) the delivery to the Participant of payment for the RSU (in accordance with Section 6 below) to which such Dividend Equivalent right corresponds. For the extent avoidance of doubt, if a Dividend Equivalent right terminates after the applicable Stock record date for a Company dividend paid (other than due to stockholders generally was paid in the form termination or forfeiture of propertythe RSU to which such Dividend Equivalent right corresponds) and prior to the corresponding payment date thereof, the property you would have been Participant shall still be entitled to receive as if you had been the holder of record payment of the number of shares of Stock related to the Restricted Stock Units that have not been settled as of the record date. All DER amounts credited to your bookkeeping account pursuant to Dividend Equivalent right amount determined in accordance with this Section 3, if any, shall be deemed converted into shares of Stock on and when the date that the Restricted Stock Units vest (based on the Fair Market Value (as such term is defined in the Management Stockholder’s Agreement) of Stock on such date and rounded down to the nearest whole share of Stock) and paid to you in the form of additional shares of Stock on the date that Company pays the underlying Restricted Stock Units associated with such DER amounts are settled pursuant to Section 5 below. In the event that the Restricted Stock Units are forfeited to the Company without settlement to youdividend; provided, you will also forfeit any associated DER amounts. No interest will be payable with respect to DER amounts credited to your bookkeeping accounthowever, if anythat, that represent cash dividends. Property, if any, deemed credited to DER bookkeeping accounts representing dividends paid in property will be deemed invested in such property until the DER amounts are deemed converted to shares of Stock pursuant to this Section 3. The bookkeeping accounts, if any, created to track DER amounts are phantom accounts and the Company is under no obligation to set aside cash or property with respect to any DER amounts. Valuations made pursuant to this Section 3 (including any valuation of property deemed credited to a bookkeeping account) will be made unless otherwise provided by the Committee, or its designee, such Dividend Equivalent right amount shall be made in its sole discretion cash (rather than RSUs to be paid in Stock). (d) Dividend Equivalent rights and such valuation will any amounts that may become distributable in respect thereof shall be final treated separately from the RSUs and binding.the rights arising in connection therewith for purposes of the designation of time and form of payments required by Code Section 409A.

Dividend Equivalent Rights. In The Participant is hereby granted rights to receive deferred payments equivalent in value to the event dividends that would have been payable on the Company declares and pays a dividend in respect of its outstanding shares of Common Stock and, issuable under the Options if such shares were outstanding on the dividend record dates between the date the Options were granted to the Participant and the date the Options are exercised to acquire such shares (“Dividend Equivalent Rights”). An unfunded bookkeeping account shall be created for the Participant and the Participant’s rights to the balances credited to such account shall be no greater than those of an unsecured creditor of the Corporation. On each dividend record date for such dividend, you hold Restricted Stock Units granted pursuant to this Agreement that have not been settledoccurring after the date of grant of the Options and while any Options remain outstanding and unexercised, the Company Participant’s account shall create be credited with a bookkeeping account dollar amount equal to the dividends that will track, would have been payable with respect to the shares of Common Stock issuable under the Options if such shares were outstanding on the dividend record date: (a) In the case of a cash dividend declared on the Common Stock, the amount credited to the extent Participant’s account with respect thereto shall be equal to the dividend paid to stockholders generally was a cash dividend, the cash value you would have been entitled to receive as if you had been the holder declared per share of record of Common Stock multiplied by the number of shares of Common Stock related subject to the Restricted Stock Units that have not been settled unexercised portion of the Options as of the dividend record date, or ; and (b) In the case of a stock dividend declared on the Common Stock, the amount credited to the extent Participant’s account with respect thereto shall be equal to the dividend paid to stockholders generally was paid in the form declared per share of property, the property you would have been entitled to receive as if you had been the holder of record of Common Stock multiplied by (i) the number of shares of Common Stock related subject to the Restricted Stock Units that have not been settled as unexercised portion of the record date. All DER amounts credited to your bookkeeping account pursuant to this Section 3, if any, shall be deemed converted into shares Options and (ii) the current fair market value of a share of Common Stock on the date dividend payment date. When the Options with respect to which the Participant has been granted Dividend Equivalent Rights first become exercisable (whether under Section 2 above or Sections 9, 10 or 11 below), the Participant shall be entitled to receive from the Corporation a distribution equal to (i) the dollar amount then accumulated in his or her account, as described above, and not previously distributed as provided in this paragraph, multiplied by (ii) a fraction the numerator of which shall be the number of shares subject to the Options that the Restricted Stock Units vest (based on the Fair Market Value (as such term is defined in the Management Stockholder’s Agreement) of Stock first become exercisable on such date and rounded down the denominator of which shall be the sum of such number and the total number of shares subject to Options that have not yet become exercisable; plus after shares have become exercisable (iii) distributions equal to the nearest whole quarterly dividend declared per share of Stock) and Common Stock multiplied by the number of shares of Common Stock that have become exercisable, which distributions shall be paid quarterly on or about the time of the dividend pay dates. The Participant’s account shall be debited by a dollar amount equal to you the distribution. This distribution shall be delivered to the Participant in the form of additional shares a cash payment. No distribution shall be made until the Participant has made arrangements with the Corporation to withhold all applicable payroll taxes from the distribution, or to satisfy the tax withholding obligations in some other manner, as described in Section 7 above. Upon expiration or termination of Stock on the date that the underlying Restricted Stock Units associated with such DER amounts are settled pursuant to Section 5 below. In the event that the Restricted Stock Units are forfeited Options, all rights and claims to the Company without settlement to you, you will also forfeit any associated DER amounts. No interest Dividend Equivalent Rights will be payable with respect to DER amounts credited to your bookkeeping account, if any, that represent cash dividends. Property, if any, deemed credited to DER bookkeeping accounts representing dividends paid in property will be deemed invested in such property until the DER amounts are deemed converted to shares of Stock pursuant to this Section 3. The bookkeeping accounts, if any, created to track DER amounts are phantom accounts and the Company is under no obligation to set aside cash or property with respect to any DER amounts. Valuations made pursuant to this Section 3 (including any valuation of property deemed credited to a bookkeeping account) will be made by the Committee, or its designee, in its sole discretion and such valuation will be final and bindingterminated.

Dividend Equivalent Rights. In The Participant is hereby granted rights to receive deferred payments equivalent in value to the event dividends that would have been payable on the Company declares and pays a dividend in respect of its outstanding shares of Common Stock and, issuable under the Options if such shares were outstanding on the dividend record dates between the date the Options were granted to the Participant and the date the Options are exercised to acquire such shares ("Dividend Equivalent Rights"). An unfunded bookkeeping account shall be created for the Participant and the Participant's rights to the balances credited to such account shall be no greater than those of an unsecured creditor of the Corporation. On each dividend record date for such dividend, you hold Restricted Stock Units granted pursuant to this Agreement that have not been settledoccurring after the date of grant of the Options and while any Options remain outstanding and unexercised, the Company Participant's account shall create be credited with a bookkeeping account dollar amount equal to the dividends that will track, would have been payable with respect to the shares of Common Stock issuable under the Options if such shares were outstanding on the dividend record date: (a) In the case of a cash dividend declared on the Common Stock, the amount credited to the extent Participant's account with respect thereto shall be equal to the dividend paid to stockholders generally was a cash dividend, the cash value you would have been entitled to receive as if you had been the holder declared per share of record of Common Stock multiplied by the number of shares of Common Stock related subject to the Restricted Stock Units that have not been settled unexercised portion of the Options as of the dividend record date, or ; and (b) In the case of a stock dividend declared on the Common Stock, the amount credited to the extent Participant's account with respect thereto shall be equal to the dividend paid to stockholders generally was paid in the form declared per share of property, the property you would have been entitled to receive as if you had been the holder of record of Common Stock multiplied by (i) the number of shares of Common Stock related subject to the Restricted Stock Units that have not been settled as unexercised portion of the record date. All DER amounts credited to your bookkeeping account pursuant to this Section 3, if any, shall be deemed converted into shares Options and (ii) the current fair market value of a share of Common Stock on the date dividend payment date. When the Options with respect to which the Participant has been granted Dividend Equivalent Rights first become exercisable (whether under Section 2 above or Sections 9, 10 or 11 below), the Participant shall be entitled to receive from the Corporation a distribution equal to (i) the dollar amount then accumulated in his or her account, as described above, and not previously distributed as provided in this paragraph, multiplied by (ii) a fraction the numerator of which shall be the number of shares subject to the Options that the Restricted Stock Units vest (based on the Fair Market Value (as such term is defined in the Management Stockholder’s Agreement) of Stock first become exercisable on such date and rounded down the denominator of which shall be the sum of such number and the total number of shares subject to Options that have not yet become exercisable; plus after shares have become exercisable (iii) distributions equal to the nearest whole quarterly dividend declared per share of Stock) and Common Stock multiplied by the number of shares of Common Stock that have become exercisable, which distributions shall be paid quarterly on or about the time of the dividend pay dates. The Participant's account shall be debited by a dollar amount equal to you the distribution. This distribution shall be delivered to the Participant in the form of additional shares a cash payment. No distribution shall be made until the Participant has made arrangements with the Corporation to withhold all applicable payroll taxes from the distribution, or to satisfy the tax withholding obligations in some other manner, as described in Section 7 above. Upon expiration or termination of Stock on the date that the underlying Restricted Stock Units associated with such DER amounts are settled pursuant to Section 5 below. In the event that the Restricted Stock Units are forfeited Options, all rights and claims to the Company without settlement to you, you will also forfeit any associated DER amounts. No interest Dividend Equivalent Rights will be payable with respect to DER amounts credited to your bookkeeping account, if any, that represent cash dividends. Property, if any, deemed credited to DER bookkeeping accounts representing dividends paid in property will be deemed invested in such property until the DER amounts are deemed converted to shares of Stock pursuant to this Section 3. The bookkeeping accounts, if any, created to track DER amounts are phantom accounts and the Company is under no obligation to set aside cash or property with respect to any DER amounts. Valuations made pursuant to this Section 3 (including any valuation of property deemed credited to a bookkeeping account) will be made by the Committee, or its designee, in its sole discretion and such valuation will be final and bindingterminated.

Dividend Equivalent Rights. During such time as each Unit remains outstanding and prior to the distribution of such Unit in accordance with Section III, you will have the right to receive, with respect to such Unit, an amount equal to the amount of any cash dividend paid on a share of Common Stock (a “Dividend Equivalent Right”); provided, however, that any Dividend Equivalent Right credited with respect to an outstanding Unit (including, without limitation, any dividend equivalent credited through and including the date of the Committee Determination) that is subsequently forfeited pursuant to Section I(a) hereof shall immediately terminate upon the forfeiture of such Unit, and you shall not be entitled to any payment with respect thereto. You will have a Dividend Equivalent Right with respect to each Unit that is outstanding on the record date of such dividend. In the event case of Dividend Equivalent Rights credited with respect to an outstanding Unit that is subject to the Company declares forfeiture provisions of Section I(a) hereof on the related record date and pays a that ultimately is not forfeited pursuant to Section I(a), the Dividend Equivalent Rights will be paid to you in cash (without interest) as soon as practicable after the Committee Determination (or, if earlier, as soon as practicable after the date such Unit vests pursuant to Section II(b)) and in all events not later than March 15 of the year that follows the Performance Period. In the case of Dividend Equivalent Rights credited with respect to an outstanding Unit that is no longer subject to the forfeiture provisions of Section I(a) hereof on the related record date, the Dividend Equivalent Rights will be paid to you in cash (without interest) at the same time or within thirty (30) days after the related dividend is paid to stockholders of the Company. Dividend Equivalent Rights will not be paid to you with respect to any Units that are forfeited pursuant to Sections I and II, effective as of the date such Units are forfeited. You will have no Dividend Equivalent Rights as of the record date of any such cash dividend in respect of its outstanding shares of Stock and, on the record date for such dividend, you hold Restricted Stock Units granted pursuant to this Agreement that have not been settled, the Company shall create a bookkeeping account that will track, (a) to the extent the dividend paid to stockholders generally was a cash dividend, the cash value you would have been entitled to receive as if you had been the holder of record of the number of shares of Stock related to the Restricted Stock any Units that have not been settled as of paid in Common Stock; provided that you are the record date, or (b) to the extent the dividend paid to stockholders generally was paid in the form of property, the property you would have been entitled to receive as if you had been the holder of record of the number of shares of such Common Stock related to the Restricted Stock Units that have not been settled as of the on or before such record date. All DER amounts credited to your bookkeeping account pursuant to this Section 3, if any, shall be deemed converted into shares of Stock on the date that the Restricted Stock Units vest (based on the Fair Market Value (as such term is defined in the Management Stockholder’s Agreement) of Stock on such date and rounded down to the nearest whole share of Stock) and paid to you in the form of additional shares of Stock on the date that the underlying Restricted Stock Units associated with such DER amounts are settled pursuant to Section 5 below. In the event that the Restricted Stock Units are forfeited to the Company without settlement to you, you will also forfeit any associated DER amounts. No interest will be payable with respect to DER amounts credited to your bookkeeping account, if any, that represent cash dividends. Property, if any, deemed credited to DER bookkeeping accounts representing dividends paid in property will be deemed invested in such property until the DER amounts are deemed converted to shares of Stock pursuant to this Section 3. The bookkeeping accounts, if any, created to track DER amounts are phantom accounts and the Company is under no obligation to set aside cash or property with respect to any DER amounts. Valuations made pursuant to this Section 3 (including any valuation of property deemed credited to a bookkeeping account) will be made by the Committee, or its designee, in its sole discretion and such valuation will be final and binding.

Dividend Equivalent Rights. In Cash dividends on shares of Class C Common Stock issuable hereunder shall be credited to a dividend book entry account on behalf of the Participant with respect to the RPSUs granted hereunder; provided that such cash dividends shall be deemed to be reinvested in shares of Class C Common Stock immediately following the time declared at the then Fair Market Value of the Class C Common Stock. Such reinvested cash dividends shall be recorded for book entry purposes as additional RPSUs that are subject to this Award, the number of which shall correlate to the number of deemed shares of Class C Common Stock described in the preceding sentence. Such additional RPSUs shall vest and be paid to the same extent and at the same times that the Class C Common Stock underlying the Final Award vest and are delivered to the Participant in accordance with the provisions hereof. Subject to Section 20 of the Plan, stock dividends on shares of Class C Common Stock issuable hereunder shall be credited to a dividend book entry account on behalf of the Participant with respect to the RPSUs granted hereunder. Subject to Section 20 of the Plan, such stock dividends shall be recorded for book entry purposes as additional RPSUs that are subject to this Award, the number of which shall be based on the number of additional shares of Class C Common Stock that relate to this Award as a result of the stock dividend described in the preceding sentence. Such additional RPSUs shall vest and be paid to the same extent and at the same times that the Class C Common Stock underlying the Final Award vest and are delivered to the Participant in accordance with the provisions hereof. Notwithstanding the foregoing, in the event that the Company declares and pays a dividend in respect of its outstanding there are insufficient shares of Class C Common Stock andavailable in the Plan to settle the accrued dividend book entry account in shares of Class C Common Stock, on such accrued book entry account shall be settled in cash in an amount equal to the record date for Fair Market Value of such dividend, you hold Restricted shares of Class C Common Stock Units granted pursuant to this Agreement that have not been settledat the time of settlement. Except as otherwise provided herein, the Company Participant shall create have no rights as a bookkeeping account that will track, (a) stockholder with respect to any shares of Class C Common Stock underlying the extent RPSUs granted hereunder unless and until the dividend paid to stockholders generally was a cash dividend, the cash value you would have been entitled to receive as if you had been Participant has become the holder of record of the number of shares of Stock related to the Restricted Stock Units that have not been settled as of the record date, or (b) to the extent the dividend paid to stockholders generally was paid in the form of property, the property you would have been entitled to receive as if you had been the holder of record of the number of shares of Stock related to the Restricted Stock Units that have not been settled as of the record date. All DER amounts credited to your bookkeeping account pursuant to this Section 3, if any, shall be deemed converted into shares of Stock on the date that the Restricted Stock Units vest (based on the Fair Market Value (as such term is defined in the Management Stockholder’s Agreement) of Stock on such date and rounded down to the nearest whole share of Stock) and paid to you in the form of additional shares of Stock on the date that the underlying Restricted Stock Units associated with such DER amounts are settled pursuant to Section 5 below. In the event that the Restricted Stock Units are forfeited to the Company without settlement to you, you will also forfeit any associated DER amounts. No interest will be payable with respect to DER amounts credited to your bookkeeping account, if any, that represent cash dividends. Property, if any, deemed credited to DER bookkeeping accounts representing dividends paid in property will be deemed invested in such property until the DER amounts are deemed converted to shares of Stock pursuant to this Section 3. The bookkeeping accounts, if any, created to track DER amounts are phantom accounts and the Company is under no obligation to set aside cash or property with respect to any DER amounts. Valuations made pursuant to this Section 3 (including any valuation of property deemed credited to a bookkeeping account) will be made by the Committee, or its designee, in its sole discretion and such valuation will be final and bindingshares.

Dividend Equivalent Rights. In The Participant is hereby granted rights to receive deferred payments equivalent in value to the event dividends that would have been payable on the Company declares and pays a dividend in respect of its outstanding shares of Common Stock and, issuable under the Options if such shares were outstanding on the dividend record dates between the date the Options were granted to the Participant and the date the Options are exercised to acquire such shares (“Dividend Equivalent Rights”). An unfunded bookkeeping account shall be created for the Participant and the Participant’s rights to the balances credited to such account shall be no greater than those of an unsecured creditor of the Corporation. On each dividend record date for such dividend, you hold Restricted Stock Units granted pursuant to this Agreement that have not been settledoccurring after the date of grant of the Options and while any Options remain outstanding and unexercised, the Company Participant’s account shall create be credited with a bookkeeping account dollar amount equal to the dividends that will track, would have been payable with respect to the shares of Common Stock issuable under the Options if such shares were outstanding on the dividend record date: (a) In the case of a cash dividend declared on the Common Stock, the amount credited to the extent Participant’s account with respect thereto shall be equal to the dividend paid to stockholders generally was a cash dividend, the cash value you would have been entitled to receive as if you had been the holder declared per share of record of Common Stock multiplied by the number of shares of Common Stock related subject to the Restricted Stock Units that have not been settled unexercised portion of the Options as of the dividend record date, or ; and (b) In the case of a stock dividend declared on the Common Stock, the amount credited to the extent Participant’s account with respect thereto shall be equal to the dividend paid to stockholders generally was paid in the form declared per share of property, the property you would have been entitled to receive as if you had been the holder of record of Common Stock multiplied by (i) the number of shares of Common Stock related subject to the Restricted Stock Units that have not been settled as unexercised portion of the record date. All DER amounts credited to your bookkeeping account pursuant to this Section 3, if any, shall be deemed converted into shares Options and (ii) the current fair market value of a share of Common Stock on the date dividend payment date. When the Options with respect to which the Participant has been granted Dividend Equivalent Rights first become exercisable (whether under Section 2 above or Sections 9, 10, 11 or 12 below), the Participant shall be entitled to receive from the Corporation a distribution equal to (i) the dollar amount then accumulated in his or her account, as described above, and not previously distributed as provided in this paragraph, multiplied by (ii) a fraction the numerator of which shall be the number of shares subject to the Options that the Restricted Stock Units vest (based on the Fair Market Value (as such term is defined in the Management Stockholder’s Agreement) of Stock first become exercisable on such date and rounded down the denominator of which shall be the sum of such number and the total number of shares subject to Options that have not yet become exercisable; plus after shares have become exercisable (iii) distributions equal to the nearest whole quarterly dividend declared per share of Stock) and Common Stock multiplied by the number of shares of Common Stock that have become exercisable, which distributions shall be paid quarterly on or about the time of the dividend pay dates. The Participant’s account shall be debited by a dollar amount equal to you the distribution. This distribution shall be delivered to the Participant in the form of additional shares a cash payment. No distribution shall be made until the Participant has made arrangements with the Corporation to withhold all applicable payroll taxes from the distribution, or to satisfy the tax withholding obligations in some other manner, as described in Section 7 above. Upon expiration or termination of Stock on the date that the underlying Restricted Stock Units associated with such DER amounts are settled pursuant to Section 5 below. In the event that the Restricted Stock Units are forfeited Options, all rights and claims to the Company without settlement to you, you will also forfeit any associated DER amounts. No interest Dividend Equivalent Rights will be payable with respect to DER amounts credited to your bookkeeping account, if any, that represent cash dividends. Property, if any, deemed credited to DER bookkeeping accounts representing dividends paid in property will be deemed invested in such property until the DER amounts are deemed converted to shares of Stock pursuant to this Section 3. The bookkeeping accounts, if any, created to track DER amounts are phantom accounts and the Company is under no obligation to set aside cash or property with respect to any DER amounts. Valuations made pursuant to this Section 3 (including any valuation of property deemed credited to a bookkeeping account) will be made by the Committee, or its designee, in its sole discretion and such valuation will be final and bindingterminated.

Dividend Equivalent Rights. In (a) Pursuant to Section 5(k) of the event that Plan, the Company declares and pays a dividend Administrator hereby grants to the Employee Accrued DERs, which shall be accrued with respect to one-quarter of the number of shares set forth in respect of its outstanding shares of Stock and, on the record date for such dividend, you hold Restricted Stock Units granted pursuant to this Agreement Section 2 that have not been settledpurchased by the Employee pursuant to the Option as of the date dividends are declared on the Corporation's Common Stock. Accrued DERs shall also be accrued with respect to Accrued DERs which, at the Company shall create a bookkeeping account that will trackdate dividends are declared on the Corporation's Common Stock, had previously accrued with respect to such Common Stock pursuant to this Agreement. (b) Accrued DERs as described in subsection (a) above shall be accrued in accordance with the following formula: (A x B) / C under which "A" equals one-quarter of the number of shares subject to the Option (including Accrued DERs which had previously accrued), "B" equals the cash dividend per share or the value per share of the Common Stock or other property being distributed, as the case may be and "C" equals the Fair Market Value per share of Common Stock on the dividend payment date. (c) The Accrued DERs shall represent shares of Common Stock which shall be issuable to the Employee proportionately as the Employee exercises the Option. (d) Notwithstanding anything to the contrary herein, Accrued DERs granted with respect to the Option shall be accrued only to the extent the dividend paid to stockholders generally was a cash dividend, the cash value you would have been entitled to receive as if you had been the holder of record of the number of shares of Common Stock related to then reserved and available for issuance under the Restricted Stock Units that have not been settled as of the record date, or (b) to the extent the dividend paid to stockholders generally was paid Plan in the form of property, the property you would have been entitled to receive as if you had been the holder of record excess of the number of shares subject to issuance pursuant to outstanding Stock Option, Accrued DER, Stock Appreciation Right, Limited Stock Appreciation Right, Deferred Stock or Performance Share awards. (e) Accrued DERs accruing hereunder shall expire on the expiration of Stock related the Option pursuant to the Restricted terms of this Agreement. (f) Any Common Stock Units that have issued to the Employee which is attributable to accrued DERs shall not been settled as constitute an Incentive Stock Option within the meaning of Section 422 of the record dateCode. All DER amounts credited The tax consequences to your bookkeeping account pursuant the Employee of any such Common Stock attributable to this Section 3, if any, accrued DERs which is issued to the Employee shall be deemed converted into shares determined under the rules provided in Section 83 of Stock on the date that the Restricted Stock Units vest (based on the Fair Market Value (as such term is defined in the Management Stockholder’s Agreement) of Stock on such date and rounded down to the nearest whole share of Stock) and paid to you in the form of additional shares of Stock on the date that the underlying Restricted Stock Units associated with such DER amounts are settled pursuant to Section 5 below. In the event that the Restricted Stock Units are forfeited to the Company without settlement to you, you will also forfeit any associated DER amounts. No interest will be payable with respect to DER amounts credited to your bookkeeping account, if any, that represent cash dividends. Property, if any, deemed credited to DER bookkeeping accounts representing dividends paid in property will be deemed invested in such property until the DER amounts are deemed converted to shares of Stock pursuant to this Section 3. The bookkeeping accounts, if any, created to track DER amounts are phantom accounts and the Company is under no obligation to set aside cash or property with respect to any DER amounts. Valuations made pursuant to this Section 3 (including any valuation of property deemed credited to a bookkeeping account) will be made by the Committee, or its designee, in its sole discretion and such valuation will be final and bindingCode.]

Dividend Equivalent Rights. In Cash dividends on shares of Class C Common Stock issuable hereunder shall be credited to a dividend book entry account on behalf of the Participant with respect to the RSUs granted hereunder; provided that such cash dividends shall be deemed to be reinvested in shares of Class C Common Stock immediately following the time declared at the then Fair Market Value of the Class C Common Stock. Such reinvested cash dividends shall be recorded for book entry purposes as additional RSUs that are subject to this Award, the number of which shall correlate to the number of deemed shares of Class C Common Stock described in the preceding sentence. Such additional RSUs shall vest and be paid to the same extent and at the same times that the Class C Common Stock underlying the RSUs vest and are delivered to the Participant in accordance with the provisions hereof. Subject to Section 20 of the Plan, stock dividends on shares of Class C Common Stock issuable hereunder shall be credited to a dividend book entry account as additional RSUs on behalf of the Participant with respect to the RSUs granted hereunder; provided that such additional RSUs shall vest and be paid to the same extent and at the same times that the shares of Class C Common Stock underlying the RSUs vest and are delivered to the Participant in accordance with the provisions hereof. Notwithstanding the foregoing, in the event that the Company declares and pays a dividend in respect of its outstanding there are insufficient shares of Class C Common Stock andavailable in the Plan to settle the accrued dividend book entry account in shares of Class C Common Stock, on such accrued book entry account shall be settled in cash in an amount equal to the record date for Fair Market Value of such dividend, you hold Restricted shares of Class C Common Stock Units granted pursuant to this Agreement that have not been settledat the time of settlement. Except as otherwise provided herein, the Company Participant shall create have no rights as a bookkeeping account that will track, (a) stockholder with respect to any shares of Class C Common Stock underlying the extent RSUs granted hereunder unless and until the dividend paid to stockholders generally was a cash dividend, the cash value you would have been entitled to receive as if you had been Participant has become the holder of record of the number of shares of Stock related to the Restricted Stock Units that have not been settled as of the record date, or (b) to the extent the dividend paid to stockholders generally was paid in the form of property, the property you would have been entitled to receive as if you had been the holder of record of the number of shares of Stock related to the Restricted Stock Units that have not been settled as of the record date. All DER amounts credited to your bookkeeping account pursuant to this Section 3, if any, shall be deemed converted into shares of Stock on the date that the Restricted Stock Units vest (based on the Fair Market Value (as such term is defined in the Management Stockholder’s Agreement) of Stock on such date and rounded down to the nearest whole share of Stock) and paid to you in the form of additional shares of Stock on the date that the underlying Restricted Stock Units associated with such DER amounts are settled pursuant to Section 5 below. In the event that the Restricted Stock Units are forfeited to the Company without settlement to you, you will also forfeit any associated DER amounts. No interest will be payable with respect to DER amounts credited to your bookkeeping account, if any, that represent cash dividends. Property, if any, deemed credited to DER bookkeeping accounts representing dividends paid in property will be deemed invested in such property until the DER amounts are deemed converted to shares of Stock pursuant to this Section 3. The bookkeeping accounts, if any, created to track DER amounts are phantom accounts and the Company is under no obligation to set aside cash or property with respect to any DER amounts. Valuations made pursuant to this Section 3 (including any valuation of property deemed credited to a bookkeeping account) will be made by the Committee, or its designee, in its sole discretion and such valuation will be final and bindingshares.

Dividend Equivalent Rights. In the event that the Company declares and pays (a) Each TRSU shall have a dividend equivalent right associated with it with respect to any cash dividends on Common Stock that have a record date after the Effective Date and prior to the applicable Settlement Date for such TRSU (the “TRSU Dividend Equivalent Amount”). The TRSU Dividend Equivalent Amount shall be paid on or about the corresponding Common Stock cash dividend payment date, without regard to whether the TRSU is a Vested RSU. (b) Each Earned PRSU shall have a dividend equivalent right associated with it with respect to any cash dividends on Common Stock that have a record date after the Effective Date and prior to the applicable Settlement Date for such Earned PRSU (the total accrued dividends for each earned PRSU, a “PRSU Dividend Equivalent Amount”). For the avoidance of doubt, no dividend equivalent right shall accrue in respect of its outstanding shares of Stock and, a PRSU which is not earned based on the record date for such dividend, you hold Restricted Stock Units granted pursuant to this Agreement that have not been settled, achievement of the Company Performance Component. (c) The PRSU Dividend Equivalent Amount shall create be calculated by crediting a hypothetical bookkeeping account that will track, (a) for the Participant with an amount equal to the extent the dividend paid to stockholders generally was a amount of cash dividend, the cash value you dividends that would have been entitled paid on the dividend payment date with respect to receive as if you had been the holder of record of the number of shares of Common Stock related underlying the unsettled Earned PRSUs (or PRSUs which become Earned PRSUs in accordance with this Agreement) if such shares had been outstanding on the dividend record date. The Participant’s PRSU Dividend Equivalent Amount shall not be credited with interest or earnings. (d) Any PRSU Dividend Equivalent Amount: (i) shall be subject to the Restricted same terms and conditions applicable to the Earned PRSU to which the dividend equivalent right relates, including, without limitation, the restrictions on transfer and the forfeiture conditions contained in the Agreement; (ii) shall vest and be settled upon the same terms and at the same time of settlement as the Earned PRSUs to which they relate; and (iii) will be denominated and payable solely in cash. (e) Each Earned OPRSU shall have a dividend equivalent right associated with it with respect to any cash dividends on Common Stock Units that have a record date after the Determination Date and prior to the applicable Settlement Date for such Earned OPRSU (the “OPRSU Dividend Equivalent Amount” and together with the TRSU Dividend Equivalent Amount and the PRSU Dividend Equivalent Amount, the “Dividend Equivalent Amounts”). For the avoidance of doubt, no dividend equivalent right shall accrue in respect of an OPRSU which is not been settled as earned and granted based on the achievement of the record date, or applicable Performance Components. (bf) The OPRSU Dividend Equivalent Amount shall be calculated by crediting a hypothetical bookkeeping account for the Participant with an amount equal to the extent the dividend paid to stockholders generally was paid in the form amount of property, the property you cash dividends that would have been entitled paid on the dividend payment date with respect to receive as if you had been the holder of record of the number of shares of Common Stock related to underlying the Restricted Stock Units that have not unsettled Earned OPRSUs if such shares had been settled as of outstanding on the dividend record date. All DER amounts The Participant’s OPRSU Dividend Equivalent Amount shall not be credited with interest or earnings. (g) Any OPRSU Dividend Equivalent Amount: (i) shall be subject to your bookkeeping account pursuant the same terms and conditions applicable to this Section 3the Earned OPRSU to which the dividend equivalent right relates, including, without limitation, the restrictions on transfer and the forfeiture conditions contained in the Agreement; (ii) shall vest and be settled upon the same terms and at the same time of settlement as the Earned OPRSUs to which they relate; and (iii) will be denominated and payable solely in cash. (h) The payment of the Dividend Equivalent Amounts, if any, shall will be deemed converted into shares net of Stock on the date that the Restricted Stock Units vest (based on the Fair Market Value (as such term is defined in the Management Stockholder’s Agreement) of Stock on such date and rounded down to the nearest whole share of Stock) and paid to you in the form of additional shares of Stock on the date that the underlying Restricted Stock Units associated with such DER amounts are settled all applicable withholding taxes pursuant to Section 5 below. In the event that the Restricted Stock Units are forfeited to the Company without settlement to you, you will also forfeit any associated DER amounts. No interest will be payable with respect to DER amounts credited to your bookkeeping account, if any, that represent cash dividends. Property, if any, deemed credited to DER bookkeeping accounts representing dividends paid in property will be deemed invested in such property until the DER amounts are deemed converted to shares of Stock pursuant to this Section 3. The bookkeeping accounts, if any, created to track DER amounts are phantom accounts and the Company is under no obligation to set aside cash or property with respect to any DER amounts. Valuations made pursuant to this Section 3 (including any valuation of property deemed credited to a bookkeeping account) will be made by the Committee, or its designee, in its sole discretion and such valuation will be final and binding7(g).

Dividend Equivalent Rights. During such time as each Unit remains outstanding and prior to the distribution of such Unit in accordance with Section 6, you will have the right to receive, with respect to such Unit, an amount equal to the amount of any cash dividend paid on a share of Common Stock (a “Dividend Equivalent Right”); provided, however, that any Dividend Equivalent Right credited with respect to an outstanding Unit (including, without limitation, any dividend equivalent credited through and including the date of the Committee Determination) that is subsequently forfeited pursuant to Section 3(a) hereof shall immediately terminate upon the forfeiture of such Unit, and you shall not be entitled to any payment with respect thereto. You will have a Dividend Equivalent Right with respect to each Unit that is outstanding on the record date of such dividend. In the event case of Dividend Equivalent Rights credited with respect to an outstanding Unit that is subject to the Company declares forfeiture provisions of Section 3(a) hereof on the related record date and pays a that ultimately is not forfeited pursuant to Section 3(a), the Dividend Equivalent Rights will be paid to you in cash (without interest) as soon as practicable after the Committee Determination (or, if earlier, as soon as practicable after the date such Unit vests pursuant to Section 4(b)) and in all events not later than March 15 of the year that follows the Performance Period. In the case of Dividend Equivalent Rights credited with respect to an outstanding Unit that is no longer subject to the forfeiture provisions of Section 3(a) hereof on the related record date, the Dividend Equivalent Rights will be paid to you in cash (without interest) at the same time or within thirty (30) days after the related dividend is paid to stockholders of the Corporation. Dividend Equivalent Rights will not be paid to you with respect to any Units that are forfeited pursuant to Sections 3 and 4, effective as of the date such Units are forfeited. You will have no Dividend Equivalent Rights as of the record date of any such cash dividend in respect of its outstanding shares of Stock and, on the record date for such dividend, you hold Restricted Stock Units granted pursuant to this Agreement that have not been settled, the Company shall create a bookkeeping account that will track, (a) to the extent the dividend paid to stockholders generally was a cash dividend, the cash value you would have been entitled to receive as if you had been the holder of record of the number of shares of Stock related to the Restricted Stock any Units that have not been settled as of paid in Common Stock; provided that you are the record date, or (b) to the extent the dividend paid to stockholders generally was paid in the form of property, the property you would have been entitled to receive as if you had been the holder of record of the number of shares of such Common Stock related to the Restricted Stock Units that have not been settled as of the on or before such record date. All DER amounts credited to your bookkeeping account pursuant to this Section 3, if any, shall be deemed converted into shares of Stock on the date that the Restricted Stock Units vest (based on the Fair Market Value (as such term is defined in the Management Stockholder’s Agreement) of Stock on such date and rounded down to the nearest whole share of Stock) and paid to you in the form of additional shares of Stock on the date that the underlying Restricted Stock Units associated with such DER amounts are settled pursuant to Section 5 below. In the event that the Restricted Stock Units are forfeited to the Company without settlement to you, you will also forfeit any associated DER amounts. No interest will be payable with respect to DER amounts credited to your bookkeeping account, if any, that represent cash dividends. Property, if any, deemed credited to DER bookkeeping accounts representing dividends paid in property will be deemed invested in such property until the DER amounts are deemed converted to shares of Stock pursuant to this Section 3. The bookkeeping accounts, if any, created to track DER amounts are phantom accounts and the Company is under no obligation to set aside cash or property with respect to any DER amounts. Valuations made pursuant to this Section 3 (including any valuation of property deemed credited to a bookkeeping account) will be made by the Committee, or its designee, in its sole discretion and such valuation will be final and binding.

Dividend Equivalent Rights. In (a) Each RSU granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent right. Such Dividend Equivalent right shall entitle the event Participant to have a hypothetical bookkeeping account (established and maintained for purposes of tracking the RSUs and any additional RSUs credited to such account in respect of Dividend Equivalent rights in accordance with this Section 3 (the “Account”)) that is credited upon the Company’s payment of dividends to stockholders of outstanding shares of Stock if the Dividend Equivalent right is or was outstanding on the applicable Stock record date. Subject to Section 3(c) below, when such dividends are so declared, the following shall occur: (i) on the date that the Company declares and pays a cash dividend in respect of its outstanding shares of Stock and, on the record date for such dividend, you hold Restricted Stock Units granted pursuant to this Agreement that have not been settledStock, the Company shall create credit the Participant’s Account with a bookkeeping account that will track, (a) number of full and fractional RSUs equal to the extent quotient of (A) the dividend paid total number of RSUs credited to stockholders generally was a cash the Account but not yet distributed (including any RSUs granted hereunder and any additional RSUs credited with respect to Dividend Equivalent rights), multiplied by the per share dollar amount of such dividend, divided by (B) the cash value you would have been entitled Fair Market Value of a share of Stock on the date such dividend is paid; (ii) on the date that the Company pays a Stock dividend in respect of outstanding shares of Stock, the Company shall credit the Participant’s Account with a number of full and fractional RSUs equal to receive as if you had been the holder product of record (A) the total number of RSUs credited to the Account but not yet distributed (including any RSUs granted hereunder and any additional RSUs credited with respect to Dividend Equivalent rights), multiplied by (B) the number of shares of Stock related distributed with respect to such dividend per share of Stock; or (iii) on the Restricted Stock Units date that have not been settled the Company pays any other type of distribution in respect of outstanding shares of Stock, the Company shall credit the Participant’s Account in an equitable manner based on the total number of RSUs held in the Account, as determined in the sole discretion of the record date, or Committee. (b) To the extent that any additional RSUs are credited to the extent Participant’s Account in respect of the Participant’s Dividend Equivalent rights, such additional RSUs shall be subject to the same vesting terms as the original RSUs to which they relate (e.g., additional RSUs credited in respect of Time-Vest RSUs will be subject to the same time-based vesting requirements as the underlying Time-Vest RSUs, while additional RSUs credited in respect of Performance-Vest RSUs will be subject to the same performance- and time-based vesting requirements as the underlying Performance-Vest RSUs) and shall also carry corresponding Dividend Equivalent rights. (c) Dividend Equivalent rights shall remain outstanding from the Grant Date (or later date of grant of such Dividend Equivalent right in connection with the Company’s payment of a dividend) through the earlier to occur of (i) the termination or forfeiture for any reason of the RSU to which such Dividend Equivalent right corresponds or (ii) the delivery to the Participant of payment for the RSU (in accordance with Section 6 below) to which such Dividend Equivalent right corresponds. For the avoidance of doubt, if a Dividend Equivalent right terminates after the applicable Stock record date for a Company dividend paid (other than due to stockholders generally was paid in the form termination or forfeiture of propertythe RSU to which such Dividend Equivalent right corresponds) and prior to the corresponding payment date thereof, the property you would have been Participant shall still be entitled to receive as if you had been the holder of record payment of the number of shares of Stock related to the Restricted Stock Units that have not been settled as of the record date. All DER amounts credited to your bookkeeping account pursuant to Dividend Equivalent right amount determined in accordance with this Section 3, if any, shall be deemed converted into shares of Stock on and when the date that the Restricted Stock Units vest (based on the Fair Market Value (as such term is defined in the Management Stockholder’s Agreement) of Stock on such date and rounded down to the nearest whole share of Stock) and paid to you in the form of additional shares of Stock on the date that Company pays the underlying Restricted Stock Units associated with such DER amounts are settled pursuant to Section 5 below. In the event that the Restricted Stock Units are forfeited to the Company without settlement to youdividend; provided, you will also forfeit any associated DER amounts. No interest will be payable with respect to DER amounts credited to your bookkeeping accounthowever, if anythat, that represent cash dividends. Property, if any, deemed credited to DER bookkeeping accounts representing dividends paid in property will be deemed invested in such property until the DER amounts are deemed converted to shares of Stock pursuant to this Section 3. The bookkeeping accounts, if any, created to track DER amounts are phantom accounts and the Company is under no obligation to set aside cash or property with respect to any DER amounts. Valuations made pursuant to this Section 3 (including any valuation of property deemed credited to a bookkeeping account) will be made unless otherwise provided by the Committee, or its designee, such Dividend Equivalent right amount shall be made in its sole discretion and such valuation will cash (rather than RSUs to be final and bindingpaid in Stock).

Dividend Equivalent Rights. In (a) Each RSU granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent right. Such Dividend Equivalent right shall entitle the event Participant to have a hypothetical bookkeeping account (established and maintained for purposes of tracking the RSUs and any additional RSUs credited to such account in respect of Dividend Equivalent rights in accordance with this Section 3) (the “Account”) that is credited upon the Company's payment of dividends to stockholders of outstanding shares of Stock if the Dividend Equivalent right is or was outstanding on the applicable Stock record date. Subject to Section 3(c) below, when such dividends are so declared, the following shall occur: (i) on the date that the Company declares and pays a cash dividend in respect of its outstanding shares of Stock and, on the record date for such dividend, you hold Restricted Stock Units granted pursuant to this Agreement that have not been settledStock, the Company shall create credit the Participant's Account with a bookkeeping account that will track, (a) number of full and fractional RSUs equal to the extent quotient of (A) the dividend paid total number of RSUs credited to stockholders generally was a cash the Account but not yet distributed (including any RSUs granted hereunder and any additional RSUs credited with respect to Dividend Equivalent rights), multiplied by the per share dollar amount of such dividend, divided by (B) the cash value you would have been entitled Fair Market Value of a share of Stock on the date such dividend is paid, (ii) on the date that the Company pays a Stock dividend in respect of outstanding shares of Stock, the Company shall credit the Participant's Account with a number of full and fractional RSUs equal to receive as if you had been the holder product of record (A) the total number of RSUs credited to the Account but not yet distributed (including any RSUs granted hereunder and any additional RSUs credited with respect to Dividend Equivalent rights), multiplied by (B) the number of shares of Stock related distributed with respect to such dividend per share of Stock, or (iii) on the date that the Company pays any other type of distribution in respect of outstanding shares of Stock, the Company shall credit the Participant's Account in an equitable manner based on the total number of RSUs held in the Account, as determined in the sole discretion of the Committee. (b) To the extent that any additional RSUs are credited to the Restricted Stock Units that have not been settled Participant's Account in respect of the Participant's Dividend Equivalent rights, such additional RSUs shall be deemed granted and fully vested as of the record dateapplicable dividend payment date set forth in Section 3(a)(i) through Section 3(a)(iii) above and shall also carry corresponding Dividend Equivalent rights. (c) Dividend Equivalent rights shall remain outstanding from the Grant Date (or later date of grant of such Dividend Equivalent right in connection with the Company's payment of a dividend) through the earlier to occur of (i) the termination or forfeiture for any reason of the RSU to which such Dividend Equivalent right corresponds, or (bii) the delivery to the extent Participant of the share of Stock underlying the RSU to which such Dividend Equivalent right corresponds. For the avoidance of doubt, if a Dividend Equivalent right terminates after the applicable Stock record date for a Company dividend paid and prior to stockholders generally was paid in the form of propertycorresponding payment date thereof, the property you would have been Participant shall still be entitled to receive as if you had been the holder of record payment of the number of shares of Stock related to the Restricted Stock Units that have not been settled as of the record date. All DER amounts credited to your bookkeeping account pursuant to Dividend Equivalent right amount determined in accordance with this Section 3, if anyand when the Company pays the underlying dividend; provided, however, that such Dividend Equivalent right amount shall be deemed converted into shares made in cash (rather than RSUs). (d) Dividend Equivalent rights and any amounts that may become distributable in respect thereof shall be treated separately from the RSUs and the rights arising in connection therewith for purposes of Stock on the date that the Restricted Stock Units vest (based on the Fair Market Value (as such term is defined in the Management Stockholder’s Agreement) designation of Stock on such date time and rounded down to the nearest whole share of Stock) and paid to you in the form of additional shares of Stock on the date that the underlying Restricted Stock Units associated with such DER amounts are settled pursuant to payments required by Code Section 5 below. In the event that the Restricted Stock Units are forfeited to the Company without settlement to you, you will also forfeit any associated DER amounts. No interest will be payable with respect to DER amounts credited to your bookkeeping account, if any, that represent cash dividends. Property, if any, deemed credited to DER bookkeeping accounts representing dividends paid in property will be deemed invested in such property until the DER amounts are deemed converted to shares of Stock pursuant to this Section 3. The bookkeeping accounts, if any, created to track DER amounts are phantom accounts and the Company is under no obligation to set aside cash or property with respect to any DER amounts. Valuations made pursuant to this Section 3 (including any valuation of property deemed credited to a bookkeeping account) will be made by the Committee, or its designee, in its sole discretion and such valuation will be final and binding.409A.

Dividend Equivalent Rights. In The Participant is hereby granted rights to receive deferred payments equivalent in value to the event that dividends payable on the Company declares and pays a dividend in respect of its outstanding shares of Common Stock and, (“Dividend Equivalent Rights”) issuable under the Options if such shares were outstanding on the dividend record dates between the date the Options were granted to the Participant and the termination date specified on Schedule A, or if earlier, the date of a Change in Corporate Control, the termination of the Participant’s employment with the Corporation, or the Participant’s death, Disability (as defined in the Plan) or retirement (collectively, the “Triggering Events” and each, a “Triggering Event”). An unfunded bookkeeping account shall be created for the Participant and the Participant’s rights to the balances credited to such account shall be no greater than those of an unsecured creditor of the Corporation. On each dividend record date for such dividend, you hold Restricted Stock Units granted pursuant to this Agreement that have not been settledoccurring after the date of grant of the Options and before the date the Options become exercisable, the Company Participant’s account shall create be credited with a bookkeeping account that will track, dollar amount equal to the dividends payable with respect to the shares of Common Stock issuable under the Options if such shares were outstanding on the dividend record date: (a) In the case of a cash dividend declared on the Common Stock, the amount credited to the extent Participant’s account with respect thereto shall be equal to the dividend paid to stockholders generally was a cash dividend, the cash value you would have been entitled to receive as if you had been the holder declared per share of record of Common Stock multiplied by the number of shares of Common Stock related subject to the Restricted Stock Units that have not been settled Options as of the dividend record date, or ; and (b) In the case of a stock dividend declared on the Common Stock, the amount credited to the extent Participant’s account with respect thereto shall be equal to the dividend paid to stockholders generally was paid in the form declared per share of property, the property you would have been entitled to receive as if you had been the holder of record of Common Stock multiplied by (i) the number of shares of Common Stock related subject to the Restricted Stock Units that have not been settled as Options and (ii) the current fair market value of the record date. All DER amounts credited to your bookkeeping account pursuant to this Section 3, if any, shall be deemed converted into shares a share of Common Stock on the date dividend payment date. When the Options with respect to which the Participant has been granted Dividend Equivalent Rights first become exercisable pursuant to Section 2, 9, 10, 11 or 12, the Participant shall be entitled to receive from the Corporation a distribution equal to (i) the dollar amount then accumulated in his or her account, as described above, and not previously distributed as provided in this section, multiplied by (ii) a fraction the numerator of which shall be the number of shares subject to the Options that the Restricted Stock Units vest (based on the Fair Market Value (as such term is defined in the Management Stockholder’s Agreement) of Stock first become exercisable on such date and rounded down the denominator of which shall be the sum of such number and the total number of shares subject to Options that have not yet become exercisable. The Participant’s account shall be debited by a dollar amount equal to the nearest whole share of Stock) and paid distribution. If the Options with respect to you which the Participant has been granted Dividend Equivalent Rights first become exercisable pursuant to Section 2, 10, 11 or 12, the distribution shall be delivered to the Participant in the form of additional a cash payment within 60 days following the date such Option first becomes exercisable under Section 2, 10, 11 or 12. If the Options with respect to which the Participant has been granted Dividend Equivalent Rights first become exercisable under Section 9, the distribution shall be delivered to the Participant in the form of a cash payment within 60 days following the first to occur of: (a) the date such Option would otherwise have become exercisable under Section 2, and (b) the date of the Participant’s termination of employment. In addition, after the Options have become exercisable, the Participant shall be entitled to receive from the Corporation each quarter distributions equal to the quarterly dividend declared per share of Common Stock multiplied by the number of shares of Common Stock that have become exercisable until the termination date specified on Schedule A, or if earlier, on the date that of a Triggering Event. Such distributions shall be paid in cash within 90 days following the underlying Restricted Stock Units associated with such DER amounts are settled pursuant to Section 5 belowend of each calendar quarter. In connection with the event that distributions described in this section, the Restricted Stock Units are forfeited Participant shall satisfy all tax withholding obligations in a manner described in Section 7 above. The right to receive Dividend Equivalent Rights shall survive the exercise of the Options by the Participant. However, all rights and claims to the Company Dividend Equivalent Rights will terminate on the termination date specified on Schedule A, or if earlier, on the date of a Triggering Event without settlement to you, you will also forfeit any associated DER amounts. No interest will be payable with respect to DER amounts credited to your bookkeeping account, if any, that represent cash dividends. Property, if any, deemed credited to DER bookkeeping accounts representing dividends paid in property will be deemed invested in such property until the DER amounts are deemed converted to shares of Stock pursuant to this Section 3. The bookkeeping accounts, if any, created to track DER amounts are phantom accounts and the Company is under no obligation to set aside cash or property with respect regard to any DER amounts. Valuations made pursuant additional periods of time during which the Options may continue to this Section 3 (including any valuation of property deemed credited to a bookkeeping account) will be made by the Committee, or its designee, in its sole discretion and such valuation will be final and bindingexercised.”

Dividend Equivalent Rights. In (a) Under the event that Prior Employment Agreement, Executive was awarded options for 100,000 Shares under the Company declares 1999 Equity Incentive Plan. (b) Under the Prior Employment Agreement, Executive was also awarded dividend equivalent rights on a notional 50,000 Shares (the “DER Units”), which shall be subject to anti-dilution and pays a dividend other adjustments and related terms as are applicable to the Shares issuable under the options aforesaid and as are appropriate with respect to the DER Units in respect the judgment of its outstanding shares of Stock and, on the record date for such dividend, you hold Restricted Stock Units granted pursuant Committee. Such rights required the Trust to this Agreement that have not been settled, the Company shall create establish a bookkeeping account that will track, (a) for Executive and to credit to such Account an amount equal to the extent the dividend paid dividends to stockholders generally was a cash dividend, the cash value you which Executive would have been entitled if Executive had owned the DER Units. Such amounts were, and are to receive as if you had been continue to be, credited on the holder of record of the number of shares of Stock related date any such dividends are paid to the Restricted Stock Units Trust’s shareholders; provided, however, that have not been settled as of the record date, or (b) Executive’s bookkeeping account was to be credited with an opening balance equal to the extent the dividend paid dividends to stockholders generally was paid in the form of property, the property you which Executive would have been entitled to receive as if you Executive had been awarded the holder DER Units on January 1, 1999. All of record the amounts credited to his bookkeeping account became vested under the Prior Employment Agreement. The amounts credited to his bookkeeping account shall be applied to the exercise price of the Shares issuable under options referred to in Section 2.1(a) above upon the exercise thereof by Executive subject to the limitation that no more than 50% of the exercise price payable by Executive for any such Share shall be satisfied by the application of such amounts. All unapplied amounts in his bookkeeping account shall be paid to Executive in a lump sum upon the earlier of (i) 90 days following the termination of his employment for any reason, or (ii) the expiration or earlier termination of the last to expire or terminate of the options aforesaid. Effective upon the exercise of all or a portion of the options aforesaid, the number of shares of Stock related to the Restricted Stock DER Units that have not been settled as of the record date. All DER amounts credited to your bookkeeping account pursuant to this Section 3, if any, shall be deemed converted into shares reduced for purposes of Stock on the date that the Restricted Stock Units vest (based on the Fair Market Value (as subsequent dividend equivalent credits by one-half of a DER Unit for each Share issuable upon such term is defined in the Management Stockholder’s Agreement) of Stock on such date and rounded down to the nearest whole share of Stock) and paid to you in the form of additional shares of Stock on the date that the underlying Restricted Stock Units associated with such DER amounts are settled pursuant to Section 5 below. In the event that the Restricted Stock Units are forfeited to the Company without settlement to you, you will also forfeit any associated DER amounts. No interest will be payable with respect to DER amounts credited to your bookkeeping account, if any, that represent cash dividends. Property, if any, deemed credited to DER bookkeeping accounts representing dividends paid in property will be deemed invested in such property until the DER amounts are deemed converted to shares of Stock pursuant to this Section 3. The bookkeeping accounts, if any, created to track DER amounts are phantom accounts and the Company is under no obligation to set aside cash or property with respect to any DER amounts. Valuations made pursuant to this Section 3 (including any valuation of property deemed credited to a bookkeeping account) will be made by the Committee, or its designee, in its sole discretion and such valuation will be final and bindingexercise.

Dividend Equivalent Rights. During such time as each Unit remains outstanding and prior to the distribution of such Unit in accordance with Section IV, you will have the right to receive, with respect to such Unit, an amount equal to the amount of any cash dividend paid on a share of Common Stock (a “Dividend Equivalent Right”); provided, however, that any Dividend Equivalent Right credited with respect to an outstanding Unit (including, without limitation, any dividend equivalent credited through and including the date of the Committee Determination) that is subsequently forfeited pursuant to Section I(a) hereof shall immediately terminate upon the forfeiture of such Unit, and you shall not be entitled to any payment with respect thereto. You will have a Dividend Equivalent Right with respect to each Unit that is outstanding on the record date of such dividend. In the event case of Dividend Equivalent Rights credited with respect to an outstanding Unit that is subject to the Company declares forfeiture provisions of Section I(a) hereof on the related record date and pays a that ultimately is not forfeited pursuant to Section I(a), the Dividend Equivalent Rights will be paid to you in cash (without interest) as soon as practicable after the Committee Determination (or, if earlier, as soon as practicable after the date such Unit vests pursuant to Section II(b)) and in all events not later than March 15 of the year that follows the Performance Period. In the case of Dividend Equivalent Rights credited with respect to an outstanding Unit that is no longer subject to the forfeiture provisions of Section I(a) hereof on the related record date, the Dividend Equivalent Rights will be paid to you in cash (without interest) at the same time or within thirty (30) days after the related dividend is paid to stockholders of the Company. Dividend Equivalent Rights will not be paid to you with respect to any Units that are forfeited pursuant to Sections I and II, effective as of the date such Units are forfeited. You will have no Dividend Equivalent Rights as of the record date of any such cash dividend in respect of its outstanding shares of Stock and, on the record date for such dividend, you hold Restricted Stock Units granted pursuant to this Agreement that have not been settled, the Company shall create a bookkeeping account that will track, (a) to the extent the dividend paid to stockholders generally was a cash dividend, the cash value you would have been entitled to receive as if you had been the holder of record of the number of shares of Stock related to the Restricted Stock any Units that have not been settled as of paid in Common Stock; provided that you are the record date, or (b) to the extent the dividend paid to stockholders generally was paid in the form of property, the property you would have been entitled to receive as if you had been the holder of record of the number of shares of such Common Stock related to the Restricted Stock Units that have not been settled as of the on or before such record date. All DER amounts credited to your bookkeeping account pursuant to this Section 3, if any, shall be deemed converted into shares of Stock on the date that the Restricted Stock Units vest (based on the Fair Market Value (as such term is defined in the Management Stockholder’s Agreement) of Stock on such date and rounded down to the nearest whole share of Stock) and paid to you in the form of additional shares of Stock on the date that the underlying Restricted Stock Units associated with such DER amounts are settled pursuant to Section 5 below. In the event that the Restricted Stock Units are forfeited to the Company without settlement to you, you will also forfeit any associated DER amounts. No interest will be payable with respect to DER amounts credited to your bookkeeping account, if any, that represent cash dividends. Property, if any, deemed credited to DER bookkeeping accounts representing dividends paid in property will be deemed invested in such property until the DER amounts are deemed converted to shares of Stock pursuant to this Section 3. The bookkeeping accounts, if any, created to track DER amounts are phantom accounts and the Company is under no obligation to set aside cash or property with respect to any DER amounts. Valuations made pursuant to this Section 3 (including any valuation of property deemed credited to a bookkeeping account) will be made by the Committee, or its designee, in its sole discretion and such valuation will be final and binding.

Dividend Equivalent Rights. In (a) Each RSU granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent right. Such Dividend Equivalent right shall entitle the event Participant to have a hypothetical bookkeeping account (established and maintained for purposes of tracking the RSUs and any additional RSUs credited to such account in respect of Dividend Equivalent rights in accordance with this Section 3 (the “Account”)) that is credited upon the Company’s payment of dividends to stockholders of outstanding shares of Stock if the Dividend Equivalent right is or was outstanding on the applicable Stock record date. Subject to Section 3(c) below, when such dividends are so declared, the following shall occur: (i) on the date that the Company declares and pays a cash dividend in respect of its outstanding shares of Stock and, on the record date for such dividend, you hold Restricted Stock Units granted pursuant to this Agreement that have not been settledStock, the Company shall create credit the Participant’s Account with a bookkeeping account that will track, (a) number of full and fractional RSUs equal to the extent quotient of (A) the dividend paid total number of RSUs credited to stockholders generally was a cash the Account but not yet distributed (including any RSUs granted hereunder and any additional RSUs credited with respect to Dividend Equivalent rights), multiplied by the per share dollar amount of such dividend, divided by (B) the cash value you would have been entitled Fair Market Value of a share of Stock on the date such dividend is paid, (ii) on the date that the Company pays a Stock dividend in respect of outstanding shares of Stock, the Company shall credit the Participant’s Account with a number of full and fractional RSUs equal to receive as if you had been the holder product of record (A) the total number of RSUs credited to the Account but not yet distributed (including any RSUs granted hereunder and any additional RSUs credited with respect to Dividend Equivalent rights), multiplied by (B) the number of shares of Stock related distributed with respect to such dividend per share of Stock, or (iii) on the date that the Company pays any other type of distribution in respect of outstanding shares of Stock, the Company shall credit the Participant’s Account in an equitable manner based on the total number of RSUs held in the Account, as determined in the sole discretion of the Committee. (b) To the extent that any additional RSUs are credited to the Restricted Stock Units that have not been settled as Participant’s Account in respect of the record dateParticipant’s Dividend Equivalent rights, such additional RSUs shall be subject to the same vesting terms as the original RSUs to which they relate (e.g., additional RSUs credited in respect of Time-Vest RSUs will be subject to the same time-based vesting requirements as the underlying Time-Vest RSUs, while additional RSUs credited in respect of Performance-Vest RSUs will be subject to the same performance- and time-based vesting requirements as the underlying Performance-Vest RSUs) and shall also carry corresponding Dividend Equivalent rights. (c) Dividend Equivalent rights shall remain outstanding from the Grant Date (or later date of grant of such Dividend Equivalent right in connection with the Company’s payment of a dividend) through the earlier to occur of (i) the termination or forfeiture for any reason of the RSU to which such Dividend Equivalent right corresponds, or (bii) the delivery to the Participant of payment for the RSU (in accordance with Section 6 below) to which such Dividend Equivalent right corresponds. For the extent avoidance of doubt, if a Dividend Equivalent right terminates after the applicable Stock record date for a Company dividend paid (other than due to stockholders generally was paid in the form termination or forfeiture of propertythe RSU to which such Dividend Equivalent right corresponds) and prior to the corresponding payment date thereof, the property you would have been Participant shall still be entitled to receive as if you had been the holder of record payment of the number of shares of Stock related to the Restricted Stock Units that have not been settled as of the record date. All DER amounts credited to your bookkeeping account pursuant to Dividend Equivalent right amount determined in accordance with this Section 3, if any, shall be deemed converted into shares of Stock on and when the date that the Restricted Stock Units vest (based on the Fair Market Value (as such term is defined in the Management Stockholder’s Agreement) of Stock on such date and rounded down to the nearest whole share of Stock) and paid to you in the form of additional shares of Stock on the date that Company pays the underlying Restricted Stock Units associated with such DER amounts are settled pursuant to Section 5 below. In the event that the Restricted Stock Units are forfeited to the Company without settlement to youdividend; provided, you will also forfeit any associated DER amounts. No interest will be payable with respect to DER amounts credited to your bookkeeping accounthowever, if anythat, that represent cash dividends. Property, if any, deemed credited to DER bookkeeping accounts representing dividends paid in property will be deemed invested in such property until the DER amounts are deemed converted to shares of Stock pursuant to this Section 3. The bookkeeping accounts, if any, created to track DER amounts are phantom accounts and the Company is under no obligation to set aside cash or property with respect to any DER amounts. Valuations made pursuant to this Section 3 (including any valuation of property deemed credited to a bookkeeping account) will be made unless otherwise provided by the Committee, or its designee, such Dividend Equivalent right amount shall be made in its sole discretion cash (rather than RSUs to be paid in Stock). (d) Dividend Equivalent rights and such valuation will any amounts that may become distributable in respect thereof shall be final treated separately from the RSUs and binding.the rights arising in connection therewith for purposes of the designation of time and form of payments required by Code Section 409A.

Dividend Equivalent Rights. In the event that the Company declares and pays (a) Each TRSU shall have a dividend equivalent right associated with it with respect to any cash dividends on Common Stock that have a record date after the Effective Date and prior to the applicable Settlement Date for such TRSU (the “TRSU Dividend Equivalent Amount”). The TRSU Dividend Equivalent Amount shall be paid concurrently with the corresponding Common Stock cash dividend, without regard to whether the TRSU is a Vested RSU. (b) Each Earned PRSU shall have a dividend equivalent right associated with it with respect to any cash dividends on Common Stock that have a record date after the Effective Date and prior to the applicable Settlement Date for such Earned PRSU (the total accrued dividends for each earned PRSU, a “PRSU Dividend Equivalent Amount”). For the avoidance of doubt, no dividend equivalent right shall accrue in respect of its outstanding shares of Stock and, a PRSU which is not earned based on the record date for such dividend, you hold Restricted Stock Units granted pursuant to this Agreement that have not been settled, achievement of the Company Performance Component. (c) The PRSU Dividend Equivalent Amount shall create be calculated by crediting a hypothetical bookkeeping account that will track, (a) for the Participant with an amount equal to the extent the dividend paid to stockholders generally was a amount of cash dividend, the cash value you dividends that would have been entitled paid on the dividend payment date with respect to receive as if you had been the holder of record of the number of shares of Common Stock related underlying the unsettled Earned PRSUs (or PRSUs which become Earned PRSUs in accordance with this Agreement) if such shares had been outstanding on the dividend record date. The Participant’s PRSU Dividend Equivalent Amount shall not be credited with interest or earnings. (d) Any PRSU Dividend Equivalent Amount: (i) shall be subject to the Restricted same terms and conditions applicable to the Earned PRSU to which the dividend equivalent right relates, including, without limitation, the restrictions on transfer and the forfeiture conditions contained in the Agreement; (ii) shall vest and be settled upon the same terms and at the same time of settlement as the Earned PRSUs to which they relate; and (iii) will be denominated and payable solely in cash. (e) Each Earned OPRSU shall have a dividend equivalent right associated with it with respect to any cash dividends on Common Stock Units that have a record date after the Determination Date and prior to the applicable Settlement Date for such Earned OPRSU (the “OPRSU Dividend Equivalent Amount” and together with the TRSU Dividend Equivalent Amount and the PRSU Dividend Equivalent Amount, the “Dividend Equivalent Amounts”). For the avoidance of doubt, no dividend equivalent right shall accrue in respect of an OPRSU which is not been settled as earned and granted based on the achievement of the record date, or applicable Performance Components. (bf) The OPRSU Dividend Equivalent Amount shall be calculated by crediting a hypothetical bookkeeping account for the Participant with an amount equal to the extent the dividend paid to stockholders generally was paid in the form amount of property, the property you cash dividends that would have been entitled paid on the dividend payment date with respect to receive as if you had been the holder of record of the number of shares of Common Stock related to underlying the Restricted Stock Units that have not unsettled Earned OPRSUs if such shares had been settled as of outstanding on the dividend record date. All DER amounts The Participant’s OPRSU Dividend Equivalent Amount shall not be credited with interest or earnings. (g) Any OPRSU Dividend Equivalent Amount: (i) shall be subject to your bookkeeping account pursuant the same terms and conditions applicable to this Section 3the Earned OPRSU to which the dividend equivalent right relates, including, without limitation, the restrictions on transfer and the forfeiture conditions contained in the Agreement; (ii) shall vest and be settled upon the same terms and at the same time of settlement as the Earned OPRSUs to which they relate; and (iii) will be denominated and payable solely in cash. (h) The payment of the Dividend Equivalent Amounts, if any, shall will be deemed converted into shares net of Stock on the date that the Restricted Stock Units vest (based on the Fair Market Value (as such term is defined in the Management Stockholder’s Agreement) of Stock on such date and rounded down to the nearest whole share of Stock) and paid to you in the form of additional shares of Stock on the date that the underlying Restricted Stock Units associated with such DER amounts are settled all applicable withholding taxes pursuant to Section 5 below. In the event that the Restricted Stock Units are forfeited to the Company without settlement to you, you will also forfeit any associated DER amounts. No interest will be payable with respect to DER amounts credited to your bookkeeping account, if any, that represent cash dividends. Property, if any, deemed credited to DER bookkeeping accounts representing dividends paid in property will be deemed invested in such property until the DER amounts are deemed converted to shares of Stock pursuant to this Section 3. The bookkeeping accounts, if any, created to track DER amounts are phantom accounts and the Company is under no obligation to set aside cash or property with respect to any DER amounts. Valuations made pursuant to this Section 3 (including any valuation of property deemed credited to a bookkeeping account) will be made by the Committee, or its designee, in its sole discretion and such valuation will be final and binding7(g).

Dividend Equivalent Rights. In The Participant is hereby granted rights to receive deferred payments equivalent in value to the event that dividends payable on the Company declares and pays a dividend in respect of its outstanding shares of Common Stock and, (“Dividend Equivalent Rights”) issuable under the Options if such shares were outstanding on the dividend record dates between the date the Options were granted to the Participant and , 20___, or if earlier, the date of a Change in Corporate Control, the termination of the Participant’s employment with the Corporation, or the Participant’s death, Disability (as defined in the Plan) or retirement after age 65 (collectively, the “Triggering Events” and each, a “Triggering Event”). An unfunded bookkeeping account shall be created for the Participant and the Participant’s rights to the balances credited to such account shall be no greater than those of an unsecured creditor of the Corporation. On each dividend record date for such dividend, you hold Restricted Stock Units granted pursuant to this Agreement that have not been settledoccurring after the date of grant of the Options and before the date the Options become exercisable, the Company Participant’s account shall create be credited with a bookkeeping account that will track, dollar amount equal to the dividends payable with respect to the shares of Common Stock issuable under the Options if such shares were outstanding on the dividend record date: (a) In the case of a cash dividend declared on the Common Stock, the amount credited to the extent Participant’s account with respect thereto shall be equal to the dividend paid to stockholders generally was a cash dividend, the cash value you would have been entitled to receive as if you had been the holder declared per share of record of Common Stock multiplied by the number of shares of Common Stock related subject to the Restricted Stock Units that have not been settled Options as of the dividend record date, or ; and (b) In the case of a stock dividend declared on the Common Stock, the amount credited to the extent Participant’s account with respect thereto shall be equal to the dividend paid to stockholders generally was paid in the form declared per share of property, the property you would have been entitled to receive as if you had been the holder of record of Common Stock multiplied by (i) the number of shares of Common Stock related subject to the Restricted Stock Units that have not been settled as Options and (ii) the current fair market value of the record date. All DER amounts credited to your bookkeeping account pursuant to this Section 3, if any, shall be deemed converted into shares a share of Common Stock on the date dividend payment date. When the Options with respect to which the Participant has been granted Dividend Equivalent Rights first become exercisable pursuant to Section 2, 9, 10, 11 or 12, the Participant shall be entitled to receive from the Corporation a distribution equal to (i) the dollar amount then accumulated in his or her account, as described above, and not previously distributed as provided in this section, multiplied by (ii) a fraction the numerator of which shall be the number of shares subject to the Options that the Restricted Stock Units vest (based on the Fair Market Value (as such term is defined in the Management Stockholder’s Agreement) of Stock first become exercisable on such date and rounded down the denominator of which shall be the sum of such number and the total number of shares subject to Options that have not yet become exercisable. The Participant’s account shall be debited by a dollar amount equal to the nearest whole share of Stock) and paid distribution. If the Options with respect to you which the Participant has been granted Dividend Equivalent Rights first become exercisable pursuant to Section 2, 10, 11 or 12, the distribution shall be delivered to the Participant in the form of additional a cash payment within 60 days following the date such Option first becomes exercisable under Section 2, 10, 11 or 12. If the Options with respect to which the Participant has been granted Dividend Equivalent Rights first become exercisable under Section 9, the distribution shall be delivered to the Participant in the form of a cash payment within 60 days following the first to occur of: (a) the date such Option would otherwise have become exercisable under Section 2, and (b) the date of the Participant’s termination of employment. In addition, after the Options have become exercisable, the Participant shall be entitled to receive from the Corporation each quarter distributions equal to the quarterly dividend declared per share of Common Stock multiplied by the number of shares of Common Stock that have become exercisable until , 20___, or if earlier, on the date that of a Triggering Event. Such distributions shall be paid in cash within 90 days following the underlying Restricted Stock Units associated with such DER amounts are settled pursuant to Section 5 belowend of each calendar quarter. In connection with the event that distributions described in this section, the Restricted Stock Units are forfeited Participant shall satisfy all tax withholding obligations in a manner described in Section 7 above. The right to receive Dividend Equivalent Rights shall survive the exercise of the Options by the Participant. However, all rights and claims to the Company Dividend Equivalent Rights will terminate on , 20___, or if earlier, on the date of a Triggering Event without settlement to you, you will also forfeit any associated DER amounts. No interest will be payable with respect to DER amounts credited to your bookkeeping account, if any, that represent cash dividends. Property, if any, deemed credited to DER bookkeeping accounts representing dividends paid in property will be deemed invested in such property until the DER amounts are deemed converted to shares of Stock pursuant to this Section 3. The bookkeeping accounts, if any, created to track DER amounts are phantom accounts and the Company is under no obligation to set aside cash or property with respect regard to any DER amounts. Valuations made pursuant additional periods of time during which the Options may continue to this Section 3 (including any valuation of property deemed credited to a bookkeeping account) will be made by the Committee, or its designee, in its sole discretion and such valuation will be final and bindingexercised.

Dividend Equivalent Rights. In (a) Pursuant to Section 5(k) of the event that Plan, the Company declares and pays a dividend Administrator hereby grants to the Employee Accrued DERs, which shall be accrued with respect to the number of shares set forth in respect of its outstanding shares of Stock and, on the record date for such dividend, you hold Restricted Stock Units granted pursuant to this Agreement Section 2 that have not been settledpurchased by the Employee pursuant to the Option as of the date dividends are declared on the Corporation's Common Stock. Accrued DERs shall also be accrued with respect to Accrued DERs which, at the Company shall create a bookkeeping account that will trackdate dividends are declared on the Corporation's Common Stock, had previously accrued with respect to such Common Stock pursuant to this Agreement. (b) Accrued DERs as described in subsection (a) above shall be accrued in accordance with the following formula: (A x B) / C under which "A" equals number of shares subject to the Option (including Accrued DERs which had previously accrued), "B" equals the cash dividend per share or the value per share of the Common Stock or other property being distributed, as the case may be and "C" equals the Fair Market Value per share of Common Stock on the dividend payment date. (c) The Accrued DERs shall represent shares of Common Stock which shall be issuable to the Employee proportionately as the Employee exercises the Option. (d) Notwithstanding anything to the contrary herein, Accrued DERs granted with respect to the Option shall be accrued only to the extent the dividend paid to stockholders generally was a cash dividend, the cash value you would have been entitled to receive as if you had been the holder of record of the number of shares of Common Stock related to then reserved and available for issuance under the Restricted Stock Units that have not been settled as of the record date, or (b) to the extent the dividend paid to stockholders generally was paid Plan in the form of property, the property you would have been entitled to receive as if you had been the holder of record excess of the number of shares subject to issuance pursuant to outstanding Stock Option, Accrued DER, Stock Appreciation Right, Limited Stock Appreciation Right, Deferred Stock or Performance Share awards. (e) Accrued DERs accruing hereunder shall expire on the expiration of Stock related the Option pursuant to the Restricted terms of this Agreement. (f) Any Common Stock Units that have issued to the Employee which is attributable to accrued DERs shall not been settled as constitute an Incentive Stock Option within the meaning of Section 422 of the record dateCode. All DER amounts credited The tax consequences to your bookkeeping account pursuant the Employee of any such Common Stock attributable to this Section 3, if any, accrued DERs which is issued to the Employee shall be deemed converted into shares determined under the rules provided in Section 83 of Stock on the date that the Restricted Stock Units vest (based on the Fair Market Value (as such term is defined in the Management Stockholder’s Agreement) of Stock on such date and rounded down to the nearest whole share of Stock) and paid to you in the form of additional shares of Stock on the date that the underlying Restricted Stock Units associated with such DER amounts are settled pursuant to Section 5 below. In the event that the Restricted Stock Units are forfeited to the Company without settlement to you, you will also forfeit any associated DER amounts. No interest will be payable with respect to DER amounts credited to your bookkeeping account, if any, that represent cash dividends. Property, if any, deemed credited to DER bookkeeping accounts representing dividends paid in property will be deemed invested in such property until the DER amounts are deemed converted to shares of Stock pursuant to this Section 3. The bookkeeping accounts, if any, created to track DER amounts are phantom accounts and the Company is under no obligation to set aside cash or property with respect to any DER amounts. Valuations made pursuant to this Section 3 (including any valuation of property deemed credited to a bookkeeping account) will be made by the Committee, or its designee, in its sole discretion and such valuation will be final and bindingCode.]

Dividend Equivalent Rights. In the event that If the Company declares and pays a cash dividend in respect of its outstanding shares of Stock and, on Shares for which the record date for such dividend, you hold occurs while Restricted Stock Units granted subject to this Agreement remain outstanding, then additional Restricted Stock Units (referred to as “DEUs”) will be credited under this Agreement in accordance with this paragraph 30, but only if the Grantee remains an Employee continuously through the applicable record date for that cash dividend. Subject to the provisions of this paragraph 30, the number of DEUs that will be credited under this Agreement for a cash dividend will be determined by the following formula: X = (A x B) / C; where: • “X” is the number of whole DEUs to be credited (which will be rounded down to the next whole number. No fractional number of DEUs will be credited pursuant to this Agreement that have not been settled, paragraph 30). • “A” is the amount of cash dividends paid by the Company shall create a bookkeeping account that will track, (a) to the extent the dividend paid to stockholders generally was a cash dividend, the cash value you would have been entitled with respect to receive as if you had been the holder of record of one Share. • “B” is the number of shares whole Restricted Stock Units (including DEUs) remaining subject to this Agreement as of Stock related the cash dividend record date but immediately prior to the application of this paragraph 30 for that cash dividend. • “C” is the Fair Market Value of a Share on the cash dividend payment date. Any DEUs credited under this paragraph 30 will be scheduled to vest as follows: an installment of the DEUs will vest on each scheduled vesting date under the Award, with the portion of the DEUs that will vest in a particular installment equal in proportion to the portion of the original Award scheduled to vest on the applicable vesting date. However, the following exception applies: if a vesting date for the Award already occurred before the cash dividend payment date, then the installment of DEUs that would have vested on the vesting date that already passed instead will be scheduled to vest on the next vesting date under the Award occurring after the cash dividend payment date. On any vesting date, DEUs will vest only if the Grantee remains an Employee continuously through that vesting date. In all other respects, DEUs credited under this paragraph 30 will be subject to the same terms and conditions and (except as provided further below in this paragraph 30) will be settled in the same manner and at the same time as the other Shares underlying the Restricted Stock Units that have not been settled as of on which the record date, or (b) to the extent the dividend paid to stockholders generally was paid in the form of property, the property you would have been entitled to receive as if you had been the holder of record of the number of shares of Stock related to the Restricted Stock Units that have not been settled as of the record date. All DER amounts credited to your bookkeeping account pursuant to this Section 3, if any, shall be deemed converted into shares of Stock on the date that the Restricted Stock Units vest (based on the Fair Market Value (as such term is defined in the Management Stockholder’s Agreement) of Stock on such date and rounded down to the nearest whole share of Stock) and paid to you in the form of additional shares of Stock on the date that the underlying Restricted Stock Units associated with such DER amounts are settled pursuant to Section 5 below. In the event that the Restricted Stock Units are forfeited to the Company without settlement to you, you will also forfeit any associated DER amounts. No interest will be payable with respect to DER amounts credited to your bookkeeping account, if any, that represent cash dividends. Property, if any, deemed credited to DER bookkeeping accounts representing dividends paid in property will be deemed invested in such property until the DER amounts are deemed converted to shares of Stock pursuant to this Section 3. The bookkeeping accounts, if any, created to track DER amounts are phantom accounts and the Company is under no obligation to set aside cash or property with respect to any DER amounts. Valuations made pursuant to this Section 3 (including any valuation of property deemed credited to a bookkeeping account) will be made by the Committee, or its designee, in its sole discretion and such valuation will be final and bindingDEUs were paid.

Dividend Equivalent Rights. In the event that the Company declares and pays a dividend in respect of its outstanding shares of Stock and, on the record date for such dividend, you hold Restricted Stock Units granted pursuant to this Agreement that have not been settled, the Company shall create a bookkeeping account that will track, (a) to the extent the dividend paid to stockholders generally was a cash dividend, the cash value you would have been entitled to receive as if you had been the holder of record of the number of shares of Stock related to the Restricted Stock Units that have not been settled as of the record date, or (b) to the extent the dividend paid to stockholders generally was paid in the form of property, the property you would have been entitled to receive as if you had been the holder of record of the number of shares of Stock related to the Restricted Stock Units that have not been settled as of the record date. All DER amounts credited to your bookkeeping account pursuant to this Section 3, if any, shall be deemed converted into shares of Stock on the date that the Restricted Stock Units vest (based on the Fair Market Value (as such term is defined in the Management Stockholder’s Agreement) of Stock on such date and rounded down to the nearest whole share of Stock) and paid to you in the form of additional shares of Stock on the date that the underlying Restricted Stock Units associated with such DER amounts are settled pursuant to Section 5 below. In the event that the Restricted Stock Units are forfeited to the Company without settlement to you, you will also forfeit any associated DER amounts. No interest will be payable with respect to DER amounts credited to your bookkeeping account, if any, that represent cash dividends. Property, if any, deemed credited to DER bookkeeping accounts representing dividends paid in property will be deemed invested in such property until the DER amounts are deemed converted to shares of Stock pursuant to this Section 3. The bookkeeping accounts, if any, created to track DER amounts are phantom accounts and the Company is under no obligation to set aside cash or property with respect to any DER amounts. Valuations made pursuant to this Section 3 (including any valuation of property deemed credited to a bookkeeping account) will be made by the Committee, or its designee, in its sole discretion and such valuation will be final and binding.

Dividend Equivalent Rights. In the event that the Company declares Corporation pays an ordinary cash dividend on its Common Stock and pays a the related dividend in respect of its outstanding shares of Stock and, on the payment record date for such dividend, you hold Restricted occurs at any time after the Award Date and before all of the Stock Units granted pursuant to this Agreement that have not been settled, the Company shall create a bookkeeping account that will track, (a) subject to the extent the dividend paid to stockholders generally was a cash dividend, the cash value you would Award either have been entitled to receive as if you had been the holder of record of the number of shares of Stock related to the Restricted Stock Units that have not been settled as of the record date, or (b) to the extent the dividend paid to stockholders generally was paid in the form of property, the property you would have been entitled to receive as if you had been the holder of record of the number of shares of Stock related to the Restricted Stock Units that have not been settled as of the record date. All DER amounts credited to your bookkeeping account pursuant to this Section 3, if any, shall be deemed converted into shares of Stock on the date that the Restricted Stock Units vest (based on the Fair Market Value (as such term is defined in the Management Stockholder’s Agreement5(b) of Stock on such date and rounded down to the nearest whole share of Stock) and paid to you in the form of additional shares of Stock on the date that the underlying Restricted Stock Units associated with such DER amounts are settled or Section 7 or have terminated pursuant to Section 5 below. In 8, the event that Corporation shall credit the Restricted Participant with an additional number of Stock Units are forfeited equal to (i) the Company without settlement to you, you will also forfeit any associated DER amounts. No interest will be payable per-share cash dividend paid by the Corporation on its Common Stock with respect to DER amounts such record date, multiplied by (ii) the total number of outstanding and unpaid Stock Units (including any dividend equivalents previously credited under this Section 5(b) and with such total number subject to your bookkeeping accountadjustment pursuant to Section 7.1 of the Plan and/or Section 9 hereof) subject to the Award as of such record date, if anydivided by (iii) the fair market value of a share of Common Stock (as determined under the Plan) on the related dividend payment date. Except as provided in the following sentence, any Stock Units credited pursuant to the foregoing provisions of this Section 5(b) shall be subject to the same vesting, payment and other terms, conditions and restrictions as the original Stock Units to which they relate. If the Participant elects to defer payment of any Stock Units hereunder as contemplated by Section 7, the Participant may also elect, by a date designated by the Administrator that represent cash dividends. Propertycomplies with the initial deferral election requirements of Section 409A of the Code, if anyon a form and in a manner prescribed by the Administrator, deemed to have any Stock Units credited pursuant to DER bookkeeping accounts representing dividends the foregoing provisions of this Section 5(b) that become vested paid on the earliest of (A) January 1 of the calendar year following the calendar year in property will be deemed invested in which such property until the DER amounts are deemed converted to shares of Stock Units were credited pursuant to this Section 35(b), provided that no Stock Units shall become payable until the first calendar year in which such Stock Units become vested, (B) the date of the Participant’s “separation from service” within the meaning of Section 409A of the Code, or (C) the date of a “change in the ownership,” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of the Corporation (each as determined in accordance with Section 409A of the Code); provided that any payments made pursuant to (A), (B) or (C) shall be paid as soon as practicable, and in no event later than sixty (60) days after such event occurs. Any such election made by the Participant must comply with the applicable requirements of Section 409A of the Code (including, without limitation, the six-month waiting period contemplated by Section 18, if applicable). The bookkeeping accounts, if any, created Corporation shall in all cases retain discretion to track DER amounts are phantom accounts and the Company is pay any Stock Units credited under no obligation to set aside this Section 5(b) in cash or property with respect to any DER amountsrather than shares of Common Stock. Valuations No crediting of Stock Units shall be made pursuant to this Section 3 (including 5(b) with respect to any valuation Stock Units which, as of property deemed credited the related dividend payment record date, have either been paid pursuant to a bookkeeping accountthis Section 5(b) will be made by the Committee, or its designee, in its sole discretion and such valuation will be final and bindingSection 7 or terminated pursuant to Section 8.

Dividend Equivalent Rights. In (a) Each RSU granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent right. Such Dividend Equivalent right shall entitle the event Participant to have a hypothetical bookkeeping account (established and maintained for purposes of tracking the RSUs and any additional RSUs credited to such account in respect of Dividend Equivalent rights in accordance with this Section 3 (the “Account”)) that is credited upon the Company’s payment of dividends to stockholders of outstanding shares of Stock if the Dividend Equivalent right is or was outstanding on the applicable Stock record date. Subject to Section 3(c) below, when such dividends are so declared, the following shall occur: (i) on the date that the Company declares and pays a cash dividend in respect of its outstanding shares of Stock and, on the record date for such dividend, you hold Restricted Stock Units granted pursuant to this Agreement that have not been settledStock, the Company shall create credit the Participant’s Account with a bookkeeping account that will track, (a) number of full and fractional RSUs equal to the extent quotient of (A) the dividend paid total number of RSUs credited to stockholders generally was a cash the Account but not yet distributed (including any RSUs granted hereunder and any additional RSUs credited with respect to Dividend Equivalent rights), multiplied by the per share dollar amount of such dividend, divided by (B) the cash value you would have been entitled Fair Market Value of a share of Stock on the date such dividend is paid; (ii) on the date that the Company pays a Stock dividend in respect of outstanding shares of Stock, the Company shall credit the Participant’s Account with a number of full and fractional RSUs equal to receive as if you had been the holder product of record (A) the total number of RSUs credited to the Account but not yet distributed (including any RSUs granted hereunder and any additional RSUs credited with respect to Dividend Equivalent rights), multiplied by (B) the number of shares of Stock related distributed with respect to such dividend per share of Stock; or (iii) on the Restricted Stock Units date that have not been settled the Company pays any other type of distribution in respect of outstanding shares of Stock, the Company shall credit the Participant’s Account in an equitable manner based on the total number of RSUs held in the Account, as determined in the sole discretion of the record date, or Committee. (b) To the extent that any additional RSUs are credited to the extent Participant’s Account in respect of the Participant’s Dividend Equivalent rights, such additional RSUs shall be subject to the same vesting terms as the original RSUs to which they relate and shall also carry corresponding Dividend Equivalent rights. (c) Dividend Equivalent rights shall remain outstanding from the Grant Date (or later date of grant of such Dividend Equivalent right in connection with the Company’s payment of a dividend) through the earlier to occur of (i) the termination or forfeiture for any reason of the RSU to which such Dividend Equivalent right corresponds or (ii) the delivery to the Participant of payment for the RSU (in accordance with Section 6 below) to which such Dividend Equivalent right corresponds. For the avoidance of doubt, if a Dividend Equivalent right terminates after the applicable Stock record date for a Company dividend paid (other than due to stockholders generally was paid in the form termination or forfeiture of propertythe RSU to which such Dividend Equivalent right corresponds) and prior to the corresponding payment date thereof, the property you would have been Participant shall still be entitled to receive as if you had been the holder of record payment of the number of shares of Stock related to the Restricted Stock Units that have not been settled as of the record date. All DER amounts credited to your bookkeeping account pursuant to Dividend Equivalent right amount determined in accordance with this Section 3, if any, shall be deemed converted into shares of Stock on and when the date that the Restricted Stock Units vest (based on the Fair Market Value (as such term is defined in the Management Stockholder’s Agreement) of Stock on such date and rounded down to the nearest whole share of Stock) and paid to you in the form of additional shares of Stock on the date that Company pays the underlying Restricted Stock Units associated with such DER amounts are settled pursuant to Section 5 below. In the event that the Restricted Stock Units are forfeited to the Company without settlement to youdividend; provided, you will also forfeit any associated DER amounts. No interest will be payable with respect to DER amounts credited to your bookkeeping accounthowever, if anythat, that represent cash dividends. Property, if any, deemed credited to DER bookkeeping accounts representing dividends paid in property will be deemed invested in such property until the DER amounts are deemed converted to shares of Stock pursuant to this Section 3. The bookkeeping accounts, if any, created to track DER amounts are phantom accounts and the Company is under no obligation to set aside cash or property with respect to any DER amounts. Valuations made pursuant to this Section 3 (including any valuation of property deemed credited to a bookkeeping account) will be made unless otherwise provided by the Committee, or its designee, such Dividend Equivalent right amount shall be made in its sole discretion and such valuation will cash (rather than RSUs to be final and bindingpaid in Stock).

Dividend Equivalent Rights. During such time as each Unit remains outstanding and prior to the distribution of such Unit in accordance with Section 5, you will have the right to receive, with respect to such Unit, an amount equal to the amount of any cash dividend paid on a share of Common Stock (a “Dividend Equivalent Right”); provided, however, that any Dividend Equivalent Right credited with respect to an outstanding Unit (including, without limitation, any dividend equivalent credited through and including the date of the Committee Determination) that is subsequently forfeited pursuant to Section 3(a) hereof shall immediately terminate upon the forfeiture of such Unit, and you shall not be entitled to any payment with respect thereto. You will have a Dividend Equivalent Right with respect to each Unit that is outstanding on the record date of such dividend. In the event case of Dividend Equivalent Rights credited with respect to an outstanding Unit that is subject to the Company declares forfeiture provisions of Section 3(a) hereof on the related record date and pays a that ultimately is not forfeited pursuant to Section 3(a), the Dividend Equivalent Rights will be paid to you in cash (without interest) as soon as practicable after the Committee Determination (or, if earlier, as soon as practicable after the date such Unit vests pursuant to Section 4(b)) and in all events not later than March 15 of the year that follows the Performance Period. In the case of Dividend Equivalent Rights credited with respect to an outstanding Unit that is no longer subject to the forfeiture provisions of Section 3(a) hereof on the related record date, the Dividend Equivalent Rights will be paid to you in cash (without interest) at the same time or within thirty (30) days after the related dividend is paid to stockholders of the Corporation. Dividend Equivalent Rights will not be paid to you with respect to any Units that are forfeited pursuant to Sections 3 and 4, effective as of the date such Units are forfeited. You will have no Dividend Equivalent Rights as of the record date of any such cash dividend in respect of its outstanding shares of Stock and, on the record date for such dividend, you hold Restricted Stock Units granted pursuant to this Agreement that have not been settled, the Company shall create a bookkeeping account that will track, (a) to the extent the dividend paid to stockholders generally was a cash dividend, the cash value you would have been entitled to receive as if you had been the holder of record of the number of shares of Stock related to the Restricted Stock any Units that have not been settled as of paid in Common Stock; provided that you are the record date, or (b) to the extent the dividend paid to stockholders generally was paid in the form of property, the property you would have been entitled to receive as if you had been the holder of record of the number of shares of such Common Stock related to the Restricted Stock Units that have not been settled as of the on or before such record date. All DER amounts credited to your bookkeeping account pursuant to this Section 3, if any, shall be deemed converted into shares of Stock on the date that the Restricted Stock Units vest (based on the Fair Market Value (as such term is defined in the Management Stockholder’s Agreement) of Stock on such date and rounded down to the nearest whole share of Stock) and paid to you in the form of additional shares of Stock on the date that the underlying Restricted Stock Units associated with such DER amounts are settled pursuant to Section 5 below. In the event that the Restricted Stock Units are forfeited to the Company without settlement to you, you will also forfeit any associated DER amounts. No interest will be payable with respect to DER amounts credited to your bookkeeping account, if any, that represent cash dividends. Property, if any, deemed credited to DER bookkeeping accounts representing dividends paid in property will be deemed invested in such property until the DER amounts are deemed converted to shares of Stock pursuant to this Section 3. The bookkeeping accounts, if any, created to track DER amounts are phantom accounts and the Company is under no obligation to set aside cash or property with respect to any DER amounts. Valuations made pursuant to this Section 3 (including any valuation of property deemed credited to a bookkeeping account) will be made by the Committee, or its designee, in its sole discretion and such valuation will be final and binding.

Dividend Equivalent Rights. In Subject to the event that provisions of this paragraph 30, the Company declares and pays a dividend in respect number of its outstanding shares of Stock and, on the record date for such dividend, you hold Restricted Stock Units granted subject to this Agreement shall be increased by such additional Restricted Stock Units in an amount determined by the following formula: X = (A x B) / C; where: • “X” is the number of whole Restricted Stock Units to be credited (which shall be rounded down to the next whole Share as no fractional Shares shall be credited pursuant to this Agreement that have not been settled, Dividend Equivalent Right); • “A” is the amount of cash dividends paid by the Company shall create a bookkeeping account that will track, (a) to the extent the dividend paid to stockholders generally was a cash dividend, the cash value you would have been entitled with respect to receive as if you had been the holder of record of one Share; • “B” is the number of shares of Stock related to the whole Restricted Stock Units that have not been settled remaining subject to this Agreement as of the cash dividend record date, or (b) date but immediately prior to the extent the dividend paid to stockholders generally was paid in the form application of property, the property you would have been entitled to receive as if you had been the holder of record of the number of shares of Stock related to the Restricted Stock Units that have not been settled as of the record date. All DER amounts credited to your bookkeeping account pursuant to this Section 3, if any, shall be deemed converted into shares of Stock on the date that the Restricted Stock Units vest (based on paragraph 30; and • “C” is the Fair Market Value (as such term is defined in the Management Stockholder’s Agreement) of Stock on such date and rounded down to the nearest whole share of Stock) and paid to you in the form of additional shares of Stock a Share on the date that the underlying Restricted Stock Units associated with such DER amounts are settled pursuant to Section 5 belowcash dividend payment date. In the event that the Restricted Stock Units are forfeited to the Company without settlement to you, you will also forfeit any associated DER amounts. No interest The Grantee will be payable with respect entitled to DER amounts credited to your bookkeeping accountsuch Dividend RSUs only if the Grantee remains an Employee continuously through the applicable Record Date, if anyprovided, however, that represent cash dividends. Propertyafter the Grantee ceases to be an Employee, if any, deemed credited the Grantee will continue to DER bookkeeping accounts representing dividends paid in property will be deemed invested in such property until the DER amounts are deemed converted eligible to shares of Stock pursuant to this Section 3. The bookkeeping accounts, if any, created to track DER amounts are phantom accounts and the Company is under no obligation to set aside cash or property receive Dividend RSUs with respect to any DER amountsVested RSUs (as defined in Appendix B) that remain outstanding and that otherwise have not been paid to the Grantee. Valuations made pursuant If a Settlement Date occurs before the cash dividend payment date, and the Grantee (if eligible in accordance with the preceding sentence) did not otherwise receive any additional Restricted Stock Units with respect to this Section 3 (including any valuation such Shares issued on the applicable Settlement Date, the Grantee shall nevertheless be entitled to receive either Shares or cash in lieu of property deemed credited to a bookkeeping account) will be made such Restricted Stock Units, as determined by the Committee, in an amount determined pursuant to this paragraph 30, which shall be immediately settled through the issuance of Shares or its designeecash, in its sole discretion and such valuation as applicable, on the cash dividend payment date (or as soon as reasonably practicable thereafter but not later than thirty (30) days after the dividend payment date) by deposit to the Grantee’s Company brokerage account. Any Shares payable pursuant to Dividend RSUs will be final subject to the same terms and binding.conditions and shall be settled in the same manner and at the same time as to which applied to each underlying Share pursuant to which the Dividend Equivalent Rights were paid, as set forth in this Appendix A and in Appendix B.

Dividend Equivalent Rights. In Subject to Section 5(c) below, in the event that the Company declares Corporation pays an ordinary cash dividend on its Common Stock and pays a the related dividend in respect of its outstanding shares of Stock and, on the payment record date for such dividend, you hold Restricted occurs at any time after the Award Date and before all of the Stock Units granted pursuant to this Agreement that have not been settled, the Company shall create a bookkeeping account that will track, (a) subject to the extent the dividend paid to stockholders generally was a cash dividend, the cash value you would Award either have been entitled to receive as if you had been the holder of record of the number of shares of Stock related to the Restricted Stock Units that have not been settled as of the record date, or (b) to the extent the dividend paid to stockholders generally was paid in the form of property, the property you would have been entitled to receive as if you had been the holder of record of the number of shares of Stock related to the Restricted Stock Units that have not been settled as of the record date. All DER amounts credited to your bookkeeping account pursuant to this Section 3, if any, shall be deemed converted into shares of Stock on the date that the Restricted Stock Units vest (based on the Fair Market Value (as such term is defined in the Management Stockholder’s Agreement5(b) of Stock on such date and rounded down to the nearest whole share of Stock) and paid to you in the form of additional shares of Stock on the date that the underlying Restricted Stock Units associated with such DER amounts are settled or Section 7 or have terminated pursuant to Section 5 below. In 8, the event that Corporation shall credit the Restricted Participant with an additional number of Stock Units are forfeited equal to (i) the Company without settlement to you, you will also forfeit any associated DER amounts. No interest will be payable per-share cash dividend paid by the Corporation on its Common Stock with respect to DER amounts such record date, multiplied by (ii) the total number of outstanding and unpaid Stock Units (including any dividend equivalents previously credited under this Section 5(b) and with such total number subject to your bookkeeping accountadjustment pursuant to Section 7.1 of the Plan and/or Section 9 hereof) subject to the Award as of such record date, if anydivided by (iii) the fair market value of a share of Common Stock (as determined under the Plan) on the related dividend payment date. Any Stock Units credited pursuant to the foregoing provisions of this Section 5(b) shall be subject to the same vesting, payment and other terms, conditions and restrictions as the original Stock Units to which they relate; provided, however, that represent cash dividends. Propertythe Participant may elect, if anyprior to the time the Award is granted and on a form and in a manner prescribed by the Administrator, deemed that any Stock Units credited to DER bookkeeping accounts representing dividends paid in property will be deemed invested in such property until the DER amounts are deemed converted to shares of Stock pursuant to this Section 35(b) that relate to Stock Units that are not vested as of the applicable dividend payment record date and are subject to a deferred payment election pursuant to Section 7 hereof, shall be paid on or as soon as practicable after the vesting date of such Stock Units (as opposed to being paid on the deferred payment date), with any Stock Units credited pursuant to this Section 5(b) after such vesting date being paid pursuant to such deferred payment election; and provided, further, that the Corporation shall retain discretion to pay any Stock Units credited under this Section 5(b) in cash rather than shares of Common Stock if and to the extent that payment in shares would exceed the applicable share limits of the Plan. The bookkeeping accounts, if any, created to track DER amounts are phantom accounts and the Company is under no obligation to set aside cash or property with respect to any DER amounts. Valuations No crediting of Stock Units shall be made pursuant to this Section 3 (including 5(b) with respect to any valuation Stock Units which, as of property deemed credited the related dividend payment record date, have either been paid pursuant to a bookkeeping accountthis Section 5(b) will be made by the Committee, or its designee, in its sole discretion and such valuation will be final and bindingSection 7 or terminated pursuant to Section 8.

Dividend Equivalent Rights. In Subject to the event that provisions of this paragraph 30, the Company declares and pays a dividend in respect number of its outstanding shares of Stock and, on the record date for such dividend, you hold Restricted Stock Units granted subject to this Agreement shall be increased by such additional Restricted Stock Units in an amount determined by the following formula: X = (A x B) / C; where: • "X" is the number of whole Restricted Stock Units to be credited (which shall be rounded down to the next whole Share as no fractional Shares shall be credited pursuant to this Agreement that have not been settled, Dividend Equivalent Right); • "A" is the amount of cash dividends paid by the Company shall create a bookkeeping account that will track, (a) to the extent the dividend paid to stockholders generally was a cash dividend, the cash value you would have been entitled with respect to receive as if you had been the holder of record of one Share; • "B" is the number of shares of Stock related to the whole Restricted Stock Units that have not been settled remaining subject to this Agreement as of the cash dividend record date, or (b) date but immediately prior to the extent the dividend paid to stockholders generally was paid in the form application of property, the property you would have been entitled to receive as if you had been the holder of record of the number of shares of Stock related to the Restricted Stock Units that have not been settled as of the record date. All DER amounts credited to your bookkeeping account pursuant to this Section 3, if any, shall be deemed converted into shares of Stock on the date that the Restricted Stock Units vest (based on paragraph 30; and • "C" is the Fair Market Value (as such term is defined in the Management Stockholder’s Agreement) of Stock on such date and rounded down to the nearest whole share of Stock) and paid to you in the form of additional shares of Stock a Share on the date that the underlying cash dividend payment date. The Grantee will be entitled to additional Restricted Stock Units associated in accordance with such DER amounts are settled pursuant to Section 5 belowthis paragraph 30 only if the Grantee remains an Employee continuously through the applicable Record Date. In If a Settlement Date occurs before the event that cash dividend payment date, and the Grantee (if eligible in accordance with the preceding sentence) did not otherwise receive any additional Restricted Stock Units are forfeited to the Company without settlement to you, you will also forfeit any associated DER amounts. No interest will be payable with respect to DER amounts credited such Shares issued on the applicable Settlement Date, the Grantee shall nevertheless be entitled to your bookkeeping accountreceive either Shares or cash in lieu of such Restricted Stock Units, if any, that represent cash dividends. Property, if any, deemed credited to DER bookkeeping accounts representing dividends paid in property will be deemed invested in such property until the DER amounts are deemed converted to shares of Stock pursuant to this Section 3. The bookkeeping accounts, if any, created to track DER amounts are phantom accounts and the Company is under no obligation to set aside cash or property with respect to any DER amounts. Valuations made pursuant to this Section 3 (including any valuation of property deemed credited to a bookkeeping account) will be made as determined by the Committee, in an amount determined pursuant to this paragraph 30, which shall be immediately settled through the issuance of Shares or its designeecash, as applicable, on the cash dividend payment date (or as soon as reasonably practicable thereafter but not later than thirty (30) days after the dividend payment date) by deposit to the Grantee's Company brokerage account. Such additional Restricted Stock Units shall be subject to the same terms and conditions and shall be settled in its sole discretion the same manner and such valuation will be final and bindingat the same time as to which applied to each underlying Share pursuant to which the Dividend Equivalent Rights were paid.

Dividend Equivalent Rights. In Subject to the event that provisions of this paragraph 30, the Company declares and pays a dividend in respect number of its outstanding shares of Stock and, on the record date for such dividend, you hold Restricted Stock Units granted subject to this Agreement shall be increased by such additional Restricted Stock Units in an amount determined by the following formula: X = (A x B) / C; where: • “X” is the number of whole Restricted Stock Units to be credited (which shall be rounded down to the next whole Share as no fractional Shares shall be credited pursuant to this Agreement that have not been settled, Dividend Equivalent Right); • “A” is the amount of cash dividends paid by the Company shall create a bookkeeping account that will track, (a) to the extent the dividend paid to stockholders generally was a cash dividend, the cash value you would have been entitled with respect to receive as if you had been the holder of record of one Share; • “B” is the number of shares of Stock related to the whole Restricted Stock Units that have not been settled remaining subject to this Agreement as of the cash dividend record date, or (b) date but immediately prior to the extent the dividend paid to stockholders generally was paid in the form application of property, the property you would have been entitled to receive as if you had been the holder of record of the number of shares of Stock related to the Restricted Stock Units that have not been settled as of the record date. All DER amounts credited to your bookkeeping account pursuant to this Section 3, if any, shall be deemed converted into shares of Stock on the date that the Restricted Stock Units vest (based on paragraph 30; and • “C” is the Fair Market Value (as such term is defined in the Management Stockholder’s Agreement) of Stock on such date and rounded down to the nearest whole share of Stock) and paid to you in the form of additional shares of Stock a Share on the date that the underlying cash dividend payment date. The Grantee will be entitled to additional Restricted Stock Units associated in accordance with such DER amounts are settled pursuant to Section 5 belowthis paragraph 30 only if the Grantee remains an Employee continuously through the applicable Record Date. In If a Settlement Date occurs before the event that cash dividend payment date, and the Grantee (if eligible in accordance with the preceding sentence) did not otherwise receive any additional Restricted Stock Units are forfeited to the Company without settlement to you, you will also forfeit any associated DER amounts. No interest will be payable with respect to DER amounts credited such Shares issued on the applicable Settlement Date, the Grantee shall nevertheless be entitled to your bookkeeping accountreceive either Shares or cash in lieu of such Restricted Stock Units, if any, that represent cash dividends. Property, if any, deemed credited to DER bookkeeping accounts representing dividends paid in property will be deemed invested in such property until the DER amounts are deemed converted to shares of Stock pursuant to this Section 3. The bookkeeping accounts, if any, created to track DER amounts are phantom accounts and the Company is under no obligation to set aside cash or property with respect to any DER amounts. Valuations made pursuant to this Section 3 (including any valuation of property deemed credited to a bookkeeping account) will be made as determined by the Committee, in an amount determined pursuant to this paragraph 30, which shall be immediately settled through the issuance of Shares or its designeecash, as applicable, on the cash dividend payment date (or as soon as reasonably practicable thereafter but not later than thirty (30) days after the dividend payment date) by deposit to the Grantee’s Company brokerage account. Such additional Restricted Stock Units shall be subject to the same terms and conditions and shall be settled in its sole discretion the same manner and such valuation will be final and bindingat the same time as to which applied to each underlying Share pursuant to which the Dividend Equivalent Rights were paid.

Dividend Equivalent Rights. In The Participant is hereby granted rights to receive deferred payments equivalent in value to the event that dividends payable on the Company declares and pays a dividend in respect of its outstanding shares of Common Stock and, (“Dividend Equivalent Rights”) issuable under the Options if such shares were outstanding on the dividend record dates between the date the Options were granted to the Participant and the termination date specified on Schedule A, or if earlier, the date of a Change in Corporate Control, the termination of the Participant’s employment with the Corporation, or the Participant’s death, Disability (as defined in the Plan) or retirement after age 65 (collectively, the “Triggering Events” and each, a “Triggering Event”). An unfunded bookkeeping account shall be created for the Participant and the Participant’s rights to the balances credited to such account shall be no greater than those of an unsecured creditor of the Corporation. On each dividend record date for such dividend, you hold Restricted Stock Units granted pursuant to this Agreement that have not been settledoccurring after the date of grant of the Options and before the date the Options become exercisable, the Company Participant’s account shall create be credited with a bookkeeping account that will track, dollar amount equal to the dividends payable with respect to the shares of Common Stock issuable under the Options if such shares were outstanding on the dividend record date: (a) In the case of a cash dividend declared on the Common Stock, the amount credited to the extent Participant’s account with respect thereto shall be equal to the dividend paid to stockholders generally was a cash dividend, the cash value you would have been entitled to receive as if you had been the holder declared per share of record of Common Stock multiplied by the number of shares of Common Stock related subject to the Restricted Stock Units that have not been settled Options as of the dividend record date, or ; and (b) In the case of a stock dividend declared on the Common Stock, the amount credited to the extent Participant’s account with respect thereto shall be equal to the dividend paid to stockholders generally was paid in the form declared per share of property, the property you would have been entitled to receive as if you had been the holder of record of Common Stock multiplied by (i) the number of shares of Common Stock related subject to the Restricted Stock Units that have not been settled as Options and (ii) the current fair market value of the record date. All DER amounts credited to your bookkeeping account pursuant to this Section 3, if any, shall be deemed converted into shares a share of Common Stock on the date dividend payment date. When the Options with respect to which the Participant has been granted Dividend Equivalent Rights first become exercisable pursuant to Section 2, 9, 10 or 11, the Participant shall be entitled to receive from the Corporation a distribution equal to (i) the dollar amount then accumulated in his or her account, as described above, and not previously distributed as provided in this section, multiplied by (ii) a fraction the numerator of which shall be the number of shares subject to the Options that the Restricted Stock Units vest (based on the Fair Market Value (as such term is defined in the Management Stockholder’s Agreement) of Stock first become exercisable on such date and rounded down the denominator of which shall be the sum of such number and the total number of shares subject to Options that have not yet become exercisable. The Participant’s account shall be debited by a dollar amount equal to the nearest whole share of Stock) and paid distribution. If the Options with respect to you which the Participant has been granted Dividend Equivalent Rights first become exercisable pursuant to Section 2, 10 or 11, the distribution shall be delivered to the Participant in the form of additional a cash payment within 60 days following the date such Option first becomes exercisable under Section 2, 10 or 11. If the Options with respect to which the Participant has been granted Dividend Equivalent Rights first become exercisable under Section 9, the distribution shall be delivered to the Participant in the form of a cash payment within 60 days following the first to occur of: (a) the date such Option would otherwise have become exercisable under Section 2, and (b) the date of the Participant’s termination of employment. In addition, after the Options have become exercisable, the Participant shall be entitled to receive from the Corporation each quarter distributions equal to the quarterly dividend declared per share of Common Stock multiplied by the number of shares of Common Stock that have become exercisable until the termination date specified on Schedule A, or if earlier, on the date that of a Triggering Event. Such distributions shall be paid in cash within 90 days following the underlying Restricted Stock Units associated with such DER amounts are settled pursuant to Section 5 belowend of each calendar quarter. In connection with the event that distributions described in this section, the Restricted Stock Units are forfeited Participant shall satisfy all tax withholding obligations in a manner described in Section 7 above. The right to receive Dividend Equivalent Rights shall survive the exercise of the Options by the Participant. However, all rights and claims to the Company Dividend Equivalent Rights will terminate on the termination date specified on Schedule A, or if earlier, on the date of a Triggering Event without settlement to you, you will also forfeit any associated DER amounts. No interest will be payable with respect to DER amounts credited to your bookkeeping account, if any, that represent cash dividends. Property, if any, deemed credited to DER bookkeeping accounts representing dividends paid in property will be deemed invested in such property until the DER amounts are deemed converted to shares of Stock pursuant to this Section 3. The bookkeeping accounts, if any, created to track DER amounts are phantom accounts and the Company is under no obligation to set aside cash or property with respect regard to any DER amounts. Valuations made pursuant additional periods of time during which the Options may continue to this Section 3 (including any valuation of property deemed credited to a bookkeeping account) will be made by the Committee, or its designee, in its sole discretion and such valuation will be final and bindingexercised.”

Dividend Equivalent Rights. In (a) Each RSU granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent right. Such Dividend Equivalent right shall entitle the event Participant to have a hypothetical bookkeeping account (established and maintained for purposes of tracking the RSUs and any additional RSUs credited to such account in respect of Dividend Equivalent rights in accordance with this Section 3 (the “Account”)) that is credited upon the Company’s payment of dividends to stockholders of outstanding shares of Stock if the Dividend Equivalent right is or was outstanding on the applicable Stock record date. Subject to Section 3(c) below, when such dividends are so declared, the following shall occur: (i) on the date that the Company declares and pays a cash dividend in respect of its outstanding shares of Stock and, on the record date for such dividend, you hold Restricted Stock Units granted pursuant to this Agreement that have not been settledStock, the Company shall create credit the Participant’s Account with a bookkeeping account that will track, (a) number of full and fractional RSUs equal to the extent quotient of (A) the dividend paid total number of RSUs credited to stockholders generally was a cash the Account but not yet distributed (including any RSUs granted hereunder and any additional RSUs credited with respect to Dividend Equivalent rights), multiplied by the per share dollar amount of such dividend, divided by (B) the cash value you would have been entitled Fair Market Value of a share of Stock on the date such dividend is paid, (ii) on the date that the Company pays a Stock dividend in respect of outstanding shares of Stock, the Company shall credit the Participant’s Account with a number of full and fractional RSUs equal to receive as if you had been the holder product of record (A) the total number of RSUs credited to the Account but not yet distributed (including any RSUs granted hereunder and any additional RSUs credited with respect to Dividend Equivalent rights), multiplied by (B) the number of shares of Stock related distributed with respect to such dividend per share of Stock, or (iii) on the date that the Company pays any other type of distribution in respect of outstanding shares of Stock, the Company shall credit the Participant’s Account in an equitable manner based on the total number of RSUs held in the Account, as determined in the sole discretion of the Committee. (b) To the extent that any additional RSUs are credited to the Restricted Stock Units that have not been settled as Participant’s Account in respect of the record dateParticipant’s Dividend Equivalent rights, such additional RSUs shall be subject to the same vesting terms as the original RSUs to which they relate (e.g., additional RSUs credited in respect of Time-Vest RSUs will be subject to the same time-based vesting requirements as the underlying Time-Vest RSUs, while additional RSUs credited in respect of Performance-Vest RSUs will be subject to the same performance- and time-based vesting requirements as the underlying Performance-Vest RSUs) and shall also carry corresponding Dividend Equivalent rights. (c) Dividend Equivalent rights shall remain outstanding from the Grant Date (or later date of grant of such Dividend Equivalent right in connection with the Company’s payment of a dividend) through the earlier to occur of (i) the termination or forfeiture for any reason of the RSU to which such Dividend Equivalent right corresponds, or (bii) the delivery to the Participant of payment for the RSU (in accordance with Section 6 below) to which such Dividend Equivalent right corresponds. For the extent avoidance of doubt, if a Dividend Equivalent right terminates after the applicable Stock record date for a Company dividend paid (other than due to stockholders generally was paid in the form termination or forfeiture of propertythe RSU to which such Dividend Equivalent right corresponds) and prior to the corresponding payment date thereof, the property you would have been Participant shall still be entitled to receive as if you had been the holder of record payment of the number of shares of Stock related to the Restricted Stock Units that have not been settled as of the record date. All DER amounts credited to your bookkeeping account pursuant to Dividend Equivalent right amount determined in accordance with this Section 3, if anyand when the Company pays the underlying dividend; provided, however, that such Dividend Equivalent right amount shall be deemed converted into shares made in cash (rather than RSUs). (d) Dividend Equivalent rights and any amounts that may become distributable in respect thereof shall be treated separately from the RSUs and the rights arising in connection therewith for purposes of Stock on the date that the Restricted Stock Units vest (based on the Fair Market Value (as such term is defined in the Management Stockholder’s Agreement) designation of Stock on such date time and rounded down to the nearest whole share of Stock) and paid to you in the form of additional shares of Stock on the date that the underlying Restricted Stock Units associated with such DER amounts are settled pursuant to payments required by Code Section 5 below. In the event that the Restricted Stock Units are forfeited to the Company without settlement to you, you will also forfeit any associated DER amounts. No interest will be payable with respect to DER amounts credited to your bookkeeping account, if any, that represent cash dividends. Property, if any, deemed credited to DER bookkeeping accounts representing dividends paid in property will be deemed invested in such property until the DER amounts are deemed converted to shares of Stock pursuant to this Section 3. The bookkeeping accounts, if any, created to track DER amounts are phantom accounts and the Company is under no obligation to set aside cash or property with respect to any DER amounts. Valuations made pursuant to this Section 3 (including any valuation of property deemed credited to a bookkeeping account) will be made by the Committee, or its designee, in its sole discretion and such valuation will be final and binding.409A.

Dividend Equivalent Rights. In The Participant is hereby granted rights to receive deferred payments equivalent in value to the event that dividends payable on the Company declares and pays a dividend in respect of its outstanding shares of Common Stock and, (“Dividend Equivalent Rights”) issuable under the Options if such shares were outstanding on the dividend record dates between the date the Options were granted to the Participant and , 20___, or if earlier, the date of a Change in Corporate Control, the termination of the Participant’s employment with the Corporation, or the Participant’s death, Disability (as defined in the Plan) or retirement after age 65 (collectively, the “Triggering Events” and each, a “Triggering Event”). An unfunded bookkeeping account shall be created for the Participant and the Participant’s rights to the balances credited to such account shall be no greater than those of an unsecured creditor of the Corporation. On each dividend record date for such dividend, you hold Restricted Stock Units granted pursuant to this Agreement that have not been settledoccurring after the date of grant of the Options and before the date the Options become exercisable, the Company Participant’s account shall create be credited with a bookkeeping account that will track, dollar amount equal to the dividends payable with respect to the shares of Common Stock issuable under the Options if such shares were outstanding on the dividend record date: (a) In the case of a cash dividend declared on the Common Stock, the amount credited to the extent Participant’s account with respect thereto shall be equal to the dividend paid to stockholders generally was a cash dividend, the cash value you would have been entitled to receive as if you had been the holder declared per share of record of Common Stock multiplied by the number of shares of Common Stock related subject to the Restricted Stock Units that have not been settled Options as of the dividend record date, or ; and (b) In the case of a stock dividend declared on the Common Stock, the amount credited to the extent Participant’s account with respect thereto shall be equal to the dividend paid to stockholders generally was paid in the form declared per share of property, the property you would have been entitled to receive as if you had been the holder of record of Common Stock multiplied by (i) the number of shares of Common Stock related subject to the Restricted Stock Units that have not been settled as Options and (ii) the current fair market value of the record date. All DER amounts credited to your bookkeeping account pursuant to this Section 3, if any, shall be deemed converted into shares a share of Common Stock on the date dividend payment date. When the Options with respect to which the Participant has been granted Dividend Equivalent Rights first become exercisable pursuant to Section 2, 9, 10 or 11, the Participant shall be entitled to receive from the Corporation a distribution equal to (i) the dollar amount then accumulated in his or her account, as described above, and not previously distributed as provided in this section, multiplied by (ii) a fraction the numerator of which shall be the number of shares subject to the Options that the Restricted Stock Units vest (based on the Fair Market Value (as such term is defined in the Management Stockholder’s Agreement) of Stock first become exercisable on such date and rounded down the denominator of which shall be the sum of such number and the total number of shares subject to Options that have not yet become exercisable. The Participant’s account shall be debited by a dollar amount equal to the nearest whole share of Stock) and paid distribution. If the Options with respect to you which the Participant has been granted Dividend Equivalent Rights first become exercisable pursuant to Section 2, 10 or 11, the distribution shall be delivered to the Participant in the form of additional a cash payment within 60 days following the date such Option first becomes exercisable under Section 2, 10 or 11. If the Options with respect to which the Participant has been granted Dividend Equivalent Rights first become exercisable under Section 9, the distribution shall be delivered to the Participant in the form of a cash payment within 60 days following the first to occur of: (a) the date such Option would otherwise have become exercisable under Section 2, and (b) the date of the Participant’s termination of employment. In addition, after the Options have become exercisable, the Participant shall be entitled to receive from the Corporation each quarter distributions equal to the quarterly dividend declared per share of Common Stock multiplied by the number of shares of Common Stock that have become exercisable until , 20___, or if earlier, on the date that of a Triggering Event. Such distributions shall be paid in cash within 90 days following the underlying Restricted Stock Units associated with such DER amounts are settled pursuant to Section 5 belowend of each calendar quarter. In connection with the event that distributions described in this section, the Restricted Stock Units are forfeited Participant shall satisfy all tax withholding obligations in a manner described in Section 7 above. The right to receive Dividend Equivalent Rights shall survive the exercise of the Options by the Participant. However, all rights and claims to the Company Dividend Equivalent Rights will terminate on , 20___, or if earlier, on the date of a Triggering Event without settlement to you, you will also forfeit any associated DER amounts. No interest will be payable with respect to DER amounts credited to your bookkeeping account, if any, that represent cash dividends. Property, if any, deemed credited to DER bookkeeping accounts representing dividends paid in property will be deemed invested in such property until the DER amounts are deemed converted to shares of Stock pursuant to this Section 3. The bookkeeping accounts, if any, created to track DER amounts are phantom accounts and the Company is under no obligation to set aside cash or property with respect regard to any DER amounts. Valuations made pursuant additional periods of time during which the Options may continue to this Section 3 (including any valuation of property deemed credited to a bookkeeping account) will be made by the Committee, or its designee, in its sole discretion and such valuation will be final and bindingexercised.

Dividend Equivalent Rights. In The Administrator may grant Dividend Equivalent Rights under the event Plan. A Dividend Equivalent Right is an Award entitling the grantee to receive credits based on cash dividends that would have been paid on the Company declares and pays a dividend in respect of its outstanding shares of Stock and, on specified in the record date for Dividend Equivalent Right (or other Award to which it relates) if such dividend, you hold shares had been issued to the grantee. A Dividend Equivalent Right may be granted hereunder to any grantee as a component of an award of Restricted Stock Units or as a freestanding award. In no event shall any Dividend Equivalent Right be granted pursuant to this Agreement that have not been settled, an optionee as a component of a Stock Option or Stock Appreciation Right. The terms and conditions of Dividend Equivalent Rights shall be specified in the Company shall create a bookkeeping account that will track, (a) Award Certificate. Dividend equivalents credited to the extent the dividend paid to stockholders generally was a cash dividend, the cash value you would have been entitled to receive as if you had been the holder of record a Dividend Equivalent Right may be paid currently or may be deemed to be reinvested in additional shares of Stock, which may thereafter accrue additional equivalents. Any such reinvestment shall be at Fair Market Value on the number date of reinvestment or such other price as may then apply under a dividend reinvestment plan sponsored by the Company, if any. Dividend Equivalent Rights may be settled in cash or shares of Stock related to the or a combination thereof, in a single installment or installments. A Dividend Equivalent Right granted as a component of an Award of Restricted Stock Units shall provide that have not been such Dividend Equivalent Right shall be settled only upon settlement or payment of, or lapse of restrictions on, such other Award, and that such Dividend Equivalent Right shall expire or be forfeited or annulled under the same conditions as such other Award. Notwithstanding the foregoing, a Dividend Equivalent Right may be granted to a Canadian Participant only in connection with Restricted Share Units and shall, where so granted (i) be deemed to be a term of the record date, or (b) to the extent the dividend paid to stockholders generally was paid applicable Restricted Share Units and set out in the form of propertyapplicable award or similar agreement, the property you would have been entitled to receive as if you had been the holder of record of the number of shares of Stock related to the Restricted Stock Units that have not been settled as of the record date. All DER amounts (ii) be credited to your bookkeeping account pursuant to this Section 3, if any, shall be deemed converted into shares of Stock on the date that the Restricted Stock Units vest (based on the Fair Market Value (as such term is defined in the Management Stockholder’s Agreement) of Stock on such date and rounded down to the nearest whole share of Stock) and paid to you in the form of additional shares of Stock Restricted Share Units (calculated based on the date that value of the underlying Restricted Stock Units associated with such DER amounts are settled pursuant amount of the applicable dividends and the Fair Market Value of the Shares to Section 5 below. In the event that which the Restricted Stock Share Units are forfeited relate) and (iii) be subject to the Company without settlement to you, you will also forfeit any associated DER amounts. No interest will be payable with respect to DER amounts credited to your bookkeeping account, same vesting conditions (if any) and be settled on the same terms and conditions of, that represent cash dividends. Propertyand at the same time as, if any, deemed credited to DER bookkeeping accounts representing dividends paid in property will be deemed invested in such property until the DER amounts are deemed converted to shares of Stock pursuant to this Section 3. The bookkeeping accounts, if any, created to track DER amounts are phantom accounts and the Company is under no obligation to set aside cash or property with respect to any DER amounts. Valuations made pursuant to this Section 3 (including any valuation of property deemed credited to a bookkeeping account) will be made by the Committee, or its designee, in its sole discretion and such valuation will be final and bindingapplicable Restricted Share Units.

Dividend Equivalent Rights. In (a) Each PSU granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent right. Such Dividend Equivalent right shall entitle the event Participant to a hypothetical bookkeeping account (established and maintained for purposes of tracking the PSUs and any additional PSUs credited to such account in respect of Dividend Equivalent rights in accordance with this Section 3 (the “Account”)) that is credited upon the Company’s payment of dividends if the Dividend Equivalent right is or was outstanding on the applicable record date. Subject to Section 3(c) below, when such dividends are so declared, the following shall occur: (i) on the date that the Company declares and pays a cash dividend in respect of its outstanding shares of Stock and, on the record date for such dividend, you hold Restricted Stock Units granted pursuant to this Agreement that have not been settledCommon Stock, the Company shall create credit the Participant’s Account with a bookkeeping account that will track, (a) number of full and fractional PSUs equal to the extent quotient of (A) the dividend paid total number of PSUs credited to stockholders generally was a cash the Account but not yet distributed (including any PSUs granted hereunder and any additional PSUs credited with respect to Dividend Equivalent rights), multiplied by the per share dollar amount of such dividend, divided by (B) the cash value you would have been entitled Fair Market Value of a share of Common Stock on the date such dividend is paid; or (ii) on the date that the Company pays a Share dividend in respect of outstanding shares of Common Stock, the Company shall credit the Participant’s Account with a number of full and fractional PSUs equal to receive as if you had been the holder product of record (A) the total number of PSUs credited to the Account but not yet distributed (including any PSUs granted hereunder and any additional PSUs credited with respect to Dividend Equivalent rights), multiplied by (B) the number of shares of Common Stock related distributed with respect to such dividend per Share; or (iii) on the Restricted Stock Units date that have not been settled the Company pays any other type of distribution in respect of outstanding shares of Common Stock, the Company shall credit the Participant’s Account in an equitable manner based on the total number of PSUs held in the Account, as determined in the sole discretion of the record date, or Administrator. (b) To the extent that any additional PSUs are credited to the extent Participant’s Account in respect of the Participant’s Dividend Equivalent rights, such additional PSUs shall be subject to the same vesting terms as the original PSUs to which they relate (e.g., additional PSUs credited in respect of PSUs will be subject to the same vesting requirements as the underlying PSUs) and shall also carry corresponding Dividend Equivalent rights. (c) Dividend Equivalent rights shall remain outstanding from the Grant Date (or later date of grant of such Dividend Equivalent right in connection with the Company’s payment of a dividend) through the earlier to occur of (i) the termination or forfeiture for any reason of the PSU to which such Dividend Equivalent right corresponds or (ii) the delivery to the Participant of payment for the PSU (in accordance with Section 5 below) to which such Dividend Equivalent right corresponds. For the avoidance of doubt, if a Dividend Equivalent right terminates after the applicable record date for a Company dividend paid (other than due to stockholders generally was paid in the form termination or forfeiture of propertythe PSU to which such Dividend Equivalent right corresponds) and prior to the corresponding payment date thereof, the property you would have been Participant shall still be entitled to receive as if you had been the holder of record payment of the number of shares of Stock related to the Restricted Stock Units that have not been settled as of the record date. All DER amounts credited to your bookkeeping account pursuant to Dividend Equivalent right amount determined in accordance with this Section 3, if anyand when the Company pays the underlying dividend; provided, however, that, unless otherwise provided by the Administrator, such Dividend Equivalent right amount shall be deemed converted into shares made in cash (rather than PSUs to be paid in Shares). (d) Dividend Equivalent rights and any amounts that may become distributable in respect thereof shall be treated separately from the PSUs and the rights arising in connection therewith for purposes of Stock on the date that the Restricted Stock Units vest (based on the Fair Market Value (as such term is defined in the Management Stockholder’s Agreement) designation of Stock on such date time and rounded down to the nearest whole share of Stock) and paid to you in the form of additional shares of Stock on the date that the underlying Restricted Stock Units associated with such DER amounts are settled pursuant to payments required by Section 5 below. In the event that the Restricted Stock Units are forfeited to the Company without settlement to you, you will also forfeit any associated DER amounts. No interest will be payable with respect to DER amounts credited to your bookkeeping account, if any, that represent cash dividends. Property, if any, deemed credited to DER bookkeeping accounts representing dividends paid in property will be deemed invested in such property until the DER amounts are deemed converted to shares of Stock pursuant to this Section 3. The bookkeeping accounts, if any, created to track DER amounts are phantom accounts and the Company is under no obligation to set aside cash or property with respect to any DER amounts. Valuations made pursuant to this Section 3 (including any valuation of property deemed credited to a bookkeeping account) will be made by the Committee, or its designee, in its sole discretion and such valuation will be final and binding.409A.

Dividend Equivalent Rights. In (a) Each RSU granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent right. Such Dividend Equivalent right shall entitle the event Participant to a hypothetical bookkeeping account (established and maintained for purposes of tracking the RSUs and any additional RSUs credited to such account in respect of Dividend Equivalent rights in accordance with this Section 3 (the “Account”)) that is credited upon the Company’s payment of dividends if the Dividend Equivalent right is or was outstanding on the applicable record date. Subject to Section 3(c) below, when such dividends are so declared, the following shall occur: (i) on the date that the Company declares and pays a cash dividend in respect of its outstanding shares of Stock and, on the record date for such dividend, you hold Restricted Stock Units granted pursuant to this Agreement that have not been settledCommon Stock, the Company shall create credit the Participant’s Account with a bookkeeping account that will track, (a) number of full and fractional RSUs equal to the extent quotient of (A) the dividend paid total number of RSUs credited to stockholders generally was a cash the Account but not yet distributed (including any RSUs granted hereunder and any additional RSUs credited with respect to Dividend Equivalent rights), multiplied by the per share dollar amount of such dividend, divided by (B) the cash value you would have been entitled Fair Market Value of a share of Common Stock on the date such dividend is paid; or (ii) on the date that the Company pays a Share dividend in respect of outstanding shares of Common Stock, the Company shall credit the Participant’s Account with a number of full and fractional RSUs equal to receive as if you had been the holder product of record (A) the total number of RSUs credited to the Account but not yet distributed (including any RSUs granted hereunder and any additional RSUs credited with respect to Dividend Equivalent rights), multiplied by (B) the number of shares of Common Stock related distributed with respect to such dividend per Share; or (iii) on the Restricted Stock Units date that have not been settled the Company pays any other type of distribution in respect of outstanding shares of Common Stock, the Company shall credit the Participant’s Account in an equitable manner based on the total number of RSUs held in the Account, as determined in the sole discretion of the record date, or Administrator. (b) To the extent that any additional RSUs are credited to the extent Participant’s Account in respect of the Participant’s Dividend Equivalent rights, such additional RSUs shall be subject to the same vesting terms as the original RSUs to which they relate (e.g., additional RSUs credited in respect of RSUs will be subject to the same vesting requirements as the underlying RSUs) and shall also carry corresponding Dividend Equivalent rights. (c) Dividend Equivalent rights shall remain outstanding from the Grant Date (or later date of grant of such Dividend Equivalent right in connection with the Company’s payment of a dividend) through the earlier to occur of (i) the termination or forfeiture for any reason of the RSU to which such Dividend Equivalent right corresponds or (ii) the delivery to the Participant of payment for the RSU (in accordance with Section 5 below) to which such Dividend Equivalent right corresponds. For the avoidance of doubt, if a Dividend Equivalent right terminates after the applicable record date for a Company dividend paid (other than due to stockholders generally was paid in the form termination or forfeiture of propertythe RSU to which such Dividend Equivalent right corresponds) and prior to the corresponding payment date thereof, the property you would have been Participant shall still be entitled to receive as if you had been the holder of record payment of the number of shares of Stock related to the Restricted Stock Units that have not been settled as of the record date. All DER amounts credited to your bookkeeping account pursuant to Dividend Equivalent right amount determined in accordance with this Section 3, if anyand when the Company pays the underlying dividend; provided, however, that, unless otherwise provided by the Administrator, such Dividend Equivalent right amount shall be deemed converted into shares made in cash (rather than RSUs to be paid in Shares). (d) Dividend Equivalent rights and any amounts that may become distributable in respect thereof shall be treated separately from the RSUs and the rights arising in connection therewith for purposes of Stock on the date that the Restricted Stock Units vest (based on the Fair Market Value (as such term is defined in the Management Stockholder’s Agreement) designation of Stock on such date time and rounded down to the nearest whole share of Stock) and paid to you in the form of additional shares of Stock on the date that the underlying Restricted Stock Units associated with such DER amounts are settled pursuant to payments required by Section 5 below. In the event that the Restricted Stock Units are forfeited to the Company without settlement to you, you will also forfeit any associated DER amounts. No interest will be payable with respect to DER amounts credited to your bookkeeping account, if any, that represent cash dividends. Property, if any, deemed credited to DER bookkeeping accounts representing dividends paid in property will be deemed invested in such property until the DER amounts are deemed converted to shares of Stock pursuant to this Section 3. The bookkeeping accounts, if any, created to track DER amounts are phantom accounts and the Company is under no obligation to set aside cash or property with respect to any DER amounts. Valuations made pursuant to this Section 3 (including any valuation of property deemed credited to a bookkeeping account) will be made by the Committee, or its designee, in its sole discretion and such valuation will be final and binding.409A.

Dividend Equivalent Rights. In (a) The Participant shall have an unvested and vested account for purposes of this Section 7. During such time as any of the event Restricted Stock Units remain outstanding and not yet fully vested, whenever the Corporation pays dividends on the Common Stock, the Participant’s unvested account shall be credited with an amount equal to the dividends that would have been payable with respect to the Company declares and pays a dividend in respect underlying shares of its Common Stock if such Restricted Stock Units were outstanding shares of Common Stock and, on the dividend record date (“Dividend Equivalent Rights”). Whenever the Corporation pays dividends on the Common Stock, the Participant’s vested account shall be credited with vested Dividend Equivalent Rights for such dividend, you hold all outstanding and fully vested Restricted Stock Units. (b) When any or all of the Restricted Stock Units with respect to which the Participant has been granted pursuant to this Agreement that have not been settledDividend Equivalent Rights fully vest, the Company Participant shall create become vested in an amount equal to (i) the dollar amount then accumulated in his or her unvested account, as described above, and not previously forfeited, multiplied by (ii) a bookkeeping account that will trackfraction, (aA) to the extent the dividend paid to stockholders generally was a cash dividend, the cash value you would have been entitled to receive as if you had been the holder numerator of record of which shall be the number of shares Restricted Stock Units that become fully vested on such date and (B) the denominator of Stock related to which shall be the sum of such number and the total number of Restricted Stock Units that have not yet fully vested or been settled as forfeited. Any vested amounts shall then be transferred to Participant’s vested account. (c) Upon termination or forfeiture of the record date, all or (b) to the extent the dividend paid to stockholders generally was paid in the form any portion of property, the property you would have been entitled to receive as if you had been the holder of record of the number of shares of Stock related to the Restricted Stock Units that have not been settled as of Units, all rights and claims to the record date. corresponding Dividend Equivalent Rights will be terminated. (d) All DER amounts credited to your bookkeeping held in a Participant’s vested account pursuant to this Section 3, if any, shall be deemed converted into shares of Stock on distributed in cash at the date same time that the Restricted Stock Units vest (based on the Fair Market Value (as such term is defined in the Management Stockholder’s Agreement) of Stock on such date and rounded down to the nearest whole share of Stock) and paid to you in the form of additional shares of Stock on the date that the underlying Restricted Stock Units associated with such DER amounts are settled pursuant to Section 5 below. In the event that the corresponding fully vested Restricted Stock Units are forfeited to the Company without settlement to you, you will also forfeit any associated DER amountssettled in accordance with Section 4. No interest will distribution shall be payable with respect to DER amounts credited to your bookkeeping account, if any, that represent cash dividends. Property, if any, deemed credited to DER bookkeeping accounts representing dividends paid in property will be deemed invested in such property made until the DER amounts are deemed converted Participant has made arrangements with the Corporation to shares of Stock pursuant to this Section 3. The bookkeeping accounts, if any, created to track DER amounts are phantom accounts and withhold all applicable payroll taxes from the Company is under no obligation to set aside cash or property with respect to any DER amounts. Valuations made pursuant to this Section 3 (including any valuation of property deemed credited to a bookkeeping account) will be made by the Committeedistribution, or its designeeto satisfy the tax withholding obligations in some other manner, as described in its sole discretion and such valuation will be final and bindingSection 5 above.

Dividend Equivalent Rights. In (a) Pursuant to Section 5(k) of the event that Plan, the Company declares and pays a dividend Administrator hereby grants to the Employee Accrued DERs, which shall be accrued with respect to the number of shares set forth in respect of its outstanding shares of Stock and, on the record date for such dividend, you hold Restricted Stock Units granted pursuant to this Agreement Section 2 that have not been settledpurchased by the Employee pursuant to the Option as of the date dividends are declared on the Corporation's Common Stock. Accrued DERs shall also be accrued with respect to Accrued DERs which, at the Company shall create a bookkeeping account that will trackdate dividends are declared on the Corporation's Common Stock, had previously accrued with respect to such Common Stock pursuant to this Agreement. (b) Accrued DERs as described in subsection (a) above shall be accrued in accordance with the following formula: (A x B) / C under which "A" equals the number of shares subject to the Option (including Accrued DERs which had previously accrued), "B" equals the cash dividend per share or the value per share of the Common Stock or other property being distributed, as the case may be and "C" equals the Fair Market Value per share of Common Stock on the dividend payment date. (c) The Accrued DERs shall represent shares of Common Stock which shall be issuable to the Employee proportionately as the Employee exercises the Option. (d) Notwithstanding anything to the contrary herein, Accrued DERs granted with respect to the Option shall be accrued only to the extent the dividend paid to stockholders generally was a cash dividend, the cash value you would have been entitled to receive as if you had been the holder of record of the number of shares of Common Stock related to then reserved and available for issuance under the Restricted Stock Units that have not been settled as of the record date, or (b) to the extent the dividend paid to stockholders generally was paid Plan in the form of property, the property you would have been entitled to receive as if you had been the holder of record excess of the number of shares subject to issuance pursuant to outstanding Stock Option, Accrued DER, Stock Appreciation Right, Limited Stock Appreciation Right, Deferred Stock or Performance Share awards. (e) Accrued DERs accruing hereunder shall expire on the expiration of Stock related the Option pursuant to the Restricted terms of this Agreement. (f) Any Common Stock Units that have issued to the Employee which is attributable to accrued DERs shall not been settled as constitute an Incentive Stock Option within the meaning of Section 422 of the record dateCode. All DER amounts credited The tax consequences to your bookkeeping account pursuant the Employee of any such Common Stock attributable to this Section 3, if any, accrued DERs which is issued to the Employee shall be deemed converted into shares determined under the rules provided in Section 83 of Stock on the date that the Restricted Stock Units vest (based on the Fair Market Value (as such term is defined in the Management Stockholder’s Agreement) of Stock on such date and rounded down to the nearest whole share of Stock) and paid to you in the form of additional shares of Stock on the date that the underlying Restricted Stock Units associated with such DER amounts are settled pursuant to Section 5 below. In the event that the Restricted Stock Units are forfeited to the Company without settlement to you, you will also forfeit any associated DER amounts. No interest will be payable with respect to DER amounts credited to your bookkeeping account, if any, that represent cash dividends. Property, if any, deemed credited to DER bookkeeping accounts representing dividends paid in property will be deemed invested in such property until the DER amounts are deemed converted to shares of Stock pursuant to this Section 3. The bookkeeping accounts, if any, created to track DER amounts are phantom accounts and the Company is under no obligation to set aside cash or property with respect to any DER amounts. Valuations made pursuant to this Section 3 (including any valuation of property deemed credited to a bookkeeping account) will be made by the Committee, or its designee, in its sole discretion and such valuation will be final and bindingCode.]

Dividend Equivalent Rights. In Subject to the event that provisions of this paragraph 30, the Company declares and pays a dividend in respect number of its outstanding shares of Stock and, on the record date for such dividend, you hold Restricted Stock Units granted subject to this Agreement shall be increased by such additional Restricted Stock Units in an amount determined by the following formula: X = (A x B) / C; where: • "X" is the number of whole Restricted Stock Units to be credited (which shall be rounded down to the next whole Share as no fractional Shares shall be credited pursuant to this Agreement that have not been settled, Dividend Equivalent Right); • "A" is the amount of cash dividends paid by the Company shall create a bookkeeping account that will track, (a) to the extent the dividend paid to stockholders generally was a cash dividend, the cash value you would have been entitled with respect to receive as if you had been the holder of record of one Share; • "B" is the number of shares of Stock related to the whole Restricted Stock Units that have not been settled remaining subject to this Agreement as of the cash dividend record date, or (b) date but immediately prior to the extent the dividend paid to stockholders generally was paid in the form application of property, the property you would have been entitled to receive as if you had been the holder of record of the number of shares of Stock related to the Restricted Stock Units that have not been settled as of the record date. All DER amounts credited to your bookkeeping account pursuant to this Section 3, if any, shall be deemed converted into shares of Stock on the date that the Restricted Stock Units vest (based on paragraph 30; and • "C" is the Fair Market Value (as such term is defined in the Management Stockholder’s Agreement) of Stock on such date and rounded down to the nearest whole share of Stock) and paid to you in the form of additional shares of Stock a Share on the date that the underlying cash dividend payment date. The Grantee will be entitled to additional Restricted Stock Units associated in accordance with such DER amounts are settled pursuant to Section 5 belowthis paragraph 30 only if the Grantee remains a Service Provider continuously through the applicable Record Date. In If a Settlement Date occurs before the event that cash dividend payment date, and the Grantee (if eligible in accordance with the preceding sentence) did not otherwise receive any additional Restricted Stock Units are forfeited to the Company without settlement to you, you will also forfeit any associated DER amounts. No interest will be payable with respect to DER amounts credited such Shares issued on the applicable Settlement Date, the Grantee shall nevertheless be entitled to your bookkeeping accountreceive either additional Shares or cash in lieu of such Restricted Stock Units, if any, that represent cash dividends. Property, if any, deemed credited to DER bookkeeping accounts representing dividends paid in property will be deemed invested in such property until the DER amounts are deemed converted to shares of Stock pursuant to this Section 3. The bookkeeping accounts, if any, created to track DER amounts are phantom accounts and the Company is under no obligation to set aside cash or property with respect to any DER amounts. Valuations made pursuant to this Section 3 (including any valuation of property deemed credited to a bookkeeping account) will be made as determined by the Committee, in an amount determined pursuant to this paragraph 30, which shall be immediately settled through the issuance of Shares or its designeecash, as applicable, on the cash dividend payment date (or as soon as reasonably practicable thereafter but not later than thirty (30) days after the dividend payment date) by deposit to the Grantee's Company brokerage account. Such additional Restricted Stock Units shall be subject to the same terms and conditions and shall be settled in its sole discretion the same manner and such valuation will be final and bindingat the same time as to which applied to each underlying Share pursuant to which the Dividend Equivalent Rights were paid.