Common use of Dividend Equivalents Clause in Contracts

Dividend Equivalents. Subject to this Paragraph 6, with respect to dividends for which a record date occurs during the Restriction Period, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.

Dividend Equivalents. Subject to this Paragraph 65, with respect to dividends for which a record date occurs during the Restriction PeriodPeriod applicable to any Units, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Dividend Equivalent Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalentsvalue, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 5 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Restricted Stock Units set forth in this Awardto which they relate; provided, however, that if the Award vests Restriction Period for any Restricted Stock Unit ends after the record date for, but before the payment date of, a dividend, then the any Dividend Equivalents related to such dividend and to Units vesting on for which the vesting date Restriction Period is ending will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.

Dividend Equivalents. Subject to this Paragraph 6The Participant shall be credited with Dividend Equivalents, which may consist of Deferred Cash Dividend Equivalents or Dividend Equivalent Units (each as defined below), as follows: (a) If, during the Performance Period, a dividend with respect to dividends for which a record date occurs during shares of Common Stock is paid in cash, then as of the Restriction Perioddividend payment date, the Participant shall be credited with a right to receive a “Deferred Cash Dividend Equivalent Equivalent” equal to (i) the cash dividend paid with respect to each outstanding Restricted Stock Unita share of Common Stock, and multiplied by (ii) 240% of the Target Performance Units (the “Maximum Performance Units”). (b) If, during the Performance Period, a dividend with respect to any related shares of Common Stock is paid in shares of Common Stock, then as of the dividend payment date the Participant shall be credited with that number of “Dividend Equivalent Unit Units” equal to (defined belowi) resulting from prior reinvestments the number of Dividend Equivalents as provided shares of Common Stock distributed in this Paragraph. All Dividend Equivalents so the dividend with respect to a share of Common Stock, multiplied by (ii)(A) the number of Maximum Performance Units plus (B) the number of previously credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalentswith respect to such Performance Stock Units, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (if any, rounded down to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if number. Dividend Equivalents cannot shall be reinvested in Units due earned on the same basis and to the operation of Section 3(a) of same extent that the PlanPerformance Stock Units to which they relate become Earned Performance Units. Therefore, such the Participant shall only earn Dividend Equivalents will be with respect to Earned Performance Units and, to the extent that any Dividend Equivalents are credited to the Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject pursuant to this Agreement. Any Units resulting from the deemed reinvestment of dividends Section 4 and are not earned in accordance with this Paragraph 6 Agreement, they shall be forfeited and the Participant shall have no further rights with respect thereto under this Agreement or otherwise. Any Dividend Equivalents credited to the Participant pursuant to this Section 4 that become earned in accordance with this Agreement are sometimes referred to herein as “Earned Dividend Equivalent UnitsEquivalents.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.”

Dividend Equivalents. Subject to this Paragraph 65, with respect to dividends for which a record date occurs during the Restriction Period, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 5 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.

Dividend Equivalents. Subject to this Paragraph 6The Participant shall be credited with Dividend Equivalents, which may consist of Deferred Cash Dividend Equivalents or Dividend Equivalent Units (each as defined below), as follows: (a) If, during the Performance Period, a dividend with respect to dividends for which a record date occurs during shares of Common Stock is paid in cash, then as of the Restriction Perioddividend payment date, the Participant shall be credited with a right to receive a “Deferred Cash Dividend Equivalent Equivalent” equal to (i) the cash dividend paid with respect to each outstanding Restricted Stock Unita share of Common Stock, and multiplied by (ii) 220% of the Target Performance Units (the “Maximum Performance Units”). (b) If, during the Performance Period, a dividend with respect to any related shares of Common Stock is paid in shares of Common Stock, then as of the dividend payment date the Participant shall be credited with that number of “Dividend Equivalent Unit Units” equal to (defined belowi) resulting from prior reinvestments the number of Dividend Equivalents as provided shares of Common Stock distributed in this Paragraph. All Dividend Equivalents so the dividend with respect to a share of Common Stock, multiplied by (ii)(A) the number of Maximum Performance Units plus (B) the number of previously credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalentswith respect to such Performance Stock Units, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (if any, rounded down to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if number. Dividend Equivalents cannot shall be reinvested in Units due earned on the same basis and to the operation of Section 3(a) of same extent that the PlanPerformance Stock Units to which they relate become Earned Performance Units. Therefore, such the Participant shall only earn Dividend Equivalents will be with respect to Earned Performance Units and, to the extent that any Dividend Equivalents are credited to the Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject pursuant to this Agreement. Any Units resulting from the deemed reinvestment of dividends Section 4 and are not earned in accordance with this Paragraph 6 Agreement, they shall be forfeited and the Participant shall have no further rights with respect thereto under this Agreement or otherwise. Any Dividend Equivalents credited to the Participant pursuant to this Section 4 that become earned in accordance with this Agreement are sometimes referred to herein as “Earned Dividend Equivalent UnitsEquivalents.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.”

Dividend Equivalents. Subject The Restricted Stock Units awarded under Section 1.1 shall be eligible to this Paragraph 6receive dividend equivalents in accordance with the following: (a) An “Account” will be established in the Employee’s name. Such Account shall be for recordkeeping purposes only, and no assets or other amounts shall be set aside from the Company’s general assets with respect to such Account. (b) On each date that a cash dividend is paid with respect to shares of Common Stock, the Company shall credit the Employee’s Account with the dollar amount of dividends for which a the Employee would have received if each Restricted Stock Unit held by the Employee on the record date occurs for such dividend payment had been a share of Common Stock. No interest or other earnings shall accrue on such Account. (c) As of each RSU Vesting Date, the Employee shall receive a payment equal to the amount of dividends that would have been paid on the Restricted Stock Units vesting on such date had they been shares of Common Stock during the Restriction Periodperiod beginning on the Grant Date and ending on the RSU Vesting Date, Participant and the Account shall be debited appropriately. If the Employee forfeits Restricted Stock Units, any amounts in the Account attributable to such Restricted Stock Units shall also be forfeited. (d) If dividends are paid in the form of shares of Common Stock rather than cash, then the Employee will be credited with one additional Restricted Stock Unit for each share of Common Stock that would have been received as a Dividend Equivalent with respect to each dividend had the Employee’s outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments Units been shares of Dividend Equivalents as provided in this ParagraphCommon Stock. All Dividend Equivalents so credited will be deemed to be reinvested in Such additional Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, time as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related Restricted Stock Unit to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividendwhich they relate.

Dividend Equivalents. Subject During the period from the Grant Date through the date on which Shares underlying vested PSUs are issued to this Paragraph 6you pursuant to Section 2(b), the Company shall credit the Holder with Dividend Equivalents equal to the dividends the Holder would have received if the Holder had been the actual record owner of the underlying Shares on each dividend record date. If a dividend on the Shares is payable wholly or partially in Shares, the Dividend Equivalent representing that portion shall be in the form of additional PSUs, and the Holder shall be treated as being credited with such additional PSUs with respect to dividends the number of Shares underlying the unvested PSUs under this Award as of the date of payment of the dividend based on the Company’s actual achievement of the Performance Objectives for which the full Performance Period pursuant to Section 2(b) above. If a record date occurs during dividend on the Restriction PeriodShares is payable wholly or partially in cash, Participant the Dividend Equivalent representing that portion shall also be in the form of cash, and the Holder shall be treated as being credited with any cash dividends, without earnings, payable on the number of Shares that vest based on the Company’s actual achievement of the Performance Objectives for the full Performance Period pursuant to Section 2(b) above. If a dividend on Shares is payable wholly or partially in a form other than cash or Shares, the Committee may, in its discretion, provide for such Dividend Equivalent Equivalents with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents that portion as provided in this Paragraphit deems appropriate under the circumstances. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditionsconditions as the PSUs originally awarded pursuant to the Grant Notice and this Agreement, and they shall vest or (or, if applicable, be forfeited (forfeited) as applicable) if they had been granted at the same time, upon the same conditions, and in the same proportion, time as the Target Award Units set forth in this original PSU Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.

Dividend Equivalents. Subject Each RSU granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent, which Dividend Equivalent shall remain outstanding from the Grant Date until the earlier of the payment or forfeiture of the RSU to this Paragraph 6which it corresponds. With respect to each dividend for which the record date occurs on or after the Vesting Commencement Date specified in Exhibit A attached hereto and on or prior to the earlier to occur of the payment or forfeiture of the RSU underlying such Dividend Equivalent, each outstanding Dividend Equivalent shall entitle the Participant to receive payments equal to dividends paid, if any, on the Shares underlying the RSU to which such Dividend Equivalent relates, payable in the same form and amounts as dividends paid to each holder of a Share. Each such payment shall be made no later than sixty (60) days following the later of the Grant Date or the applicable dividend payment date. Dividend Equivalents shall not entitle the Participant to any payments relating to dividends for which the record date occurs after the earlier to occur of the payment or forfeiture of the RSU underlying such Dividend Equivalent. In addition, notwithstanding the foregoing, in the event of a Termination of Service for any reason, the Participant shall not be entitled to any Dividend Equivalent payments with respect to dividends for declared but not paid prior to the date of such termination on Shares underlying RSUs which a record are unvested as of the date of such termination (after taking into account any accelerated vesting that occurs during the Restriction Period, Participant in connection with such termination). Dividend Equivalents and any amounts that may become distributable in respect thereof shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, treated separately from the RSUs and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided the rights arising in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value connection therewith for purposes of the Dividend Equivalents designation of time and form of payments required by the Fair Market Value Section 409A of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent UnitsCode.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.

Dividend Equivalents. Subject Each RSU granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent, which Dividend Equivalent shall remain outstanding from the Grant Date until the earlier of the payment or forfeiture of the RSU to which it corresponds (the “Dividend Equivalent Period”). Each Dividend Equivalent shall entitle you to receive payments, subject to and in accordance with this Paragraph 6Award Notice, in an amount equal to each dividend (including any extraordinary or other non-recurring dividend), in each case, that (a) is made by the Company in respect of the share of Common Stock underlying the RSU to which such Dividend Equivalent relates, and (b) has an applicable Dividend Date (as defined below) occurring during the Dividend Equivalent Period. Such amounts (if any) shall be payable as and when such dividends are paid generally to the Company’s stockholders (and without regard to the vested or unvested status of the RSU underlying such Dividend Equivalent on the applicable Dividend Date). Notwithstanding the foregoing, upon the payment or forfeiture of a RSU, the Dividend Equivalent granted in tandem with such paid or forfeited RSU and the Dividend Equivalent Period shall terminate with respect to such RSU. For the avoidance of doubt, a Dividend Equivalent will only entitle you to payments relating to dividends with an applicable Dividend Date occurring between the Grant Date and the date on which you receive payment in respect of the RSU to which it corresponds in accordance with Section 7 below (or, if earlier, the date on which you forfeit the RSU to which it corresponds). The Dividend Equivalents 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 Section 409A of the Code (including for purposes of the designation of the time and form of payments required by Section 409A of the Code). For purposes of this Award Notice, “Dividend Date” shall mean, with respect to dividends for which a record date occurs during the Restriction Period, Participant shall be credited with a Dividend Equivalent with any dividend made in respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Common Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for preceding the ex-dividend date applicable to such dividend.

Dividend Equivalents. Subject to this Paragraph 65, with respect to dividends for which a record date occurs during the Restriction PeriodPeriod applicable to any Units, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, with respect to each vested but not yet distributed Restricted Stock Unit (as contemplated by Paragraphs 8(b) and 8(c)), and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Dividend Equivalent Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalentsvalue, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 5 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Restricted Stock Units set forth in this Awardto which they relate; provided, however, that (x) if the Award vests Restriction Period for any Restricted Stock Unit ends after the record date for, but before the payment date of, a dividend, then the any Dividend Equivalents related to such dividend and to Units vesting on for which the vesting date Restriction Period is ending will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend, and (y) if Paragraph 8(b) or 8(c) below is applicable and a record date for any dividend occurs after the applicable vesting date but before the applicable Delivery Date (as defined in Paragraph 8(d)(i) below), then any Dividend Equivalents related to such dividend will be paid in cash or in Stock, in the sole discretion of the Company, on or as soon as practicable following the Delivery Date.

Dividend Equivalents. Subject Until the date on which the RSUs are settled for cash, and pursuant to the terms and conditions of this Paragraph 6Agreement, the Grantee will be credited (in the manner described in the following sentences) on the books and records of the Company with respect an amount per each RSU equal to the amount per share of any cash dividends for which declared by the Board of Directors of the Company with a record date occurs during on or after the Restriction Period, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units Grant Date on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value outstanding common stock of the Company (such amount, a “Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the CompanyEquivalent”); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such . Such Dividend Equivalents will be credited in the form of an additional number of RSUs and the Target Number of RSUs shall be adjusted by each additional RSU credited to Participant as a cash value based the Grantee pursuant to the Dividend Equivalents. The additional number of RSUs will be equal to the aggregate amount of Dividend Equivalents credited under this Agreement on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held respective dividend payment date divided by the Company (without interest) subject average of the high and low prices per share of common stock on the respective dividend payment date. The RSUs attributable to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall will be subject to either settled or forfeited, as appropriate, under the same terms and conditionsconditions that apply to the other RSUs under this Award Agreement, including the achievement of the Performance Goals and any action taken by the Committee. For the avoidance of doubt, if the Grantee defers settlement of any portion of the RSUs pursuant to the Executive Deferred Compensation Plan, then, during the deferral period, the Grantee’s stock account under the Executive Deferred Compensation Plan shall vest continue to be credited with Dividend Equivalents pursuant to this Section 8 until such deferred RSUs are settled for Shares or be forfeited (cash, as applicable) at , under the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion terms of the Company, as soon as practicable following the payment date for such dividendExecutive Deferred Compensation Plan.

Dividend Equivalents. Subject to this Paragraph 6, with respect to dividends for which a record date occurs during the Restriction PeriodPeriod applicable to any Units, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, with respect to each vested but not yet distributed Restricted Stock Unit (as contemplated by Paragraph 9(b)(i)) and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that (x) if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend, and (y) if Paragraph 9(b)(i) is applicable and a record date for any dividend occurs after the applicable vesting date but before the applicable Delivery Date (as defined in Paragraph 9(e)(i) below), then any Dividend Equivalents related to such dividend will be paid in cash or in Stock, in the sole discretion of the Company, on or as soon as practicable following the Delivery Date.

Dividend Equivalents. Subject Provided that the Recipient’s continuous service has not terminated prior to this Paragraph 6the dividend record date, with respect or the Recipient’s continuous service terminated prior to dividends for which a the dividend record date occurs during but the Restriction Period, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Recipient has not been paid for the Recipient’s vested Restricted Stock Units as of the dividend record date solely on account of the Recipient being a “specified employee” (as defined under Section 14(d) hereof) subject to the six-month delay for payment of the Recipient’s vested Restricted Stock Units, as required under Section 14(d) hereof, the Recipient shall receive Dividend Equivalents in the form of additional Restricted Stock Units or fractional Restricted Stock Units each time a dividend or other distribution is paid on the date that the applicable Company's Common Stock. The number of Restricted Stock Units awarded for a cash dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in non-cash dividend other than a stock dividend shall be determined by (i) multiplying the number of Restricted Stock Units determined held by the Recipient pursuant to this Agreement as of the dividend record date by the amount of the dividend per share of Common Stock and (ii) dividing the aggregate value of the Dividend Equivalents product so determined by the Fair Market Value of the Common Stock on such date (rounded to the nearest thousandth dividend payment date. The number of Restricted Stock Units awarded for a whole Unit or as otherwise reasonably stock dividend shall be determined by multiplying the Company); provided, however, that if Dividend Equivalents cannot be reinvested in number of Restricted Stock Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject Recipient pursuant to this AgreementAgreement as of the dividend record date by the number of additional shares of Common Stock actually paid as a dividend per share of Common Stock. Any additional Restricted Stock Units resulting from awarded pursuant to this Section 4(c) shall be awarded effective as of the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents date the dividend was paid, and shall have the same status, and shall be subject to the same terms and conditionsconditions (including without limitation the vesting and forfeiture provisions), under this Agreement as the Restricted Stock Units to which they relate, and shall vest be distributed on the same payment date referred to in Section 4(a) herein as the Restricted Stock Units to which they relate (or be forfeited (if later, as applicable) of the applicable dividend payment date), or alternatively, at the same time, upon times provided for under the same conditions, and in Deferred Compensation Plan to the same proportion, as extent the Target Award Recipient elected to defer some or all of the Restricted Stock Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then to which the Dividend Equivalents related to such dividend and to Units vesting on relate under the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividendDeferred Compensation Plan.

Dividend Equivalents. Subject to this Paragraph 65, with respect to dividends for which a record date occurs during the Restriction PeriodPeriod applicable to any Units, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, with respect to each vested but not yet distributed Restricted Stock Unit (as contemplated by Paragraph 8(b)(i)) and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 5 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that (x) if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend, and (y) if Paragraph 8(b)(i) is applicable and a record date for any dividend occurs after the applicable vesting date but before the applicable Delivery Date (as defined in Paragraph 8(d)(i) below), then any Dividend Equivalents related to such dividend will be paid in cash or in Stock, in the sole discretion of the Company, on or as soon as practicable following the Delivery Date.

Dividend Equivalents. Subject to As of the Date of Grant above, this Paragraph 6, with respect to dividends for which grant of Restricted Stock Units also includes a record date occurs during the Restriction Period, Participant shall be credited with a tandem grant of Dividend Equivalent Equivalents with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments share of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made granted to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments you pursuant to Section 1 of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company)this Agreement; provided, however, that if you shall not receive Dividend Equivalents cannot be reinvested in Units due for any distributions made with respect to a share of Stock prior to the operation of Section 3(a) satisfaction of the PlanPerformance Vesting Requirement (as defined below). In the event that the Performance Vesting Requirement is satisfied prior to the Vesting Date, such you shall receive Dividend Equivalents will for any distributions made with respect to a share of Stock for the period of time between the day the attainment of the Performance Vesting Requirement occurs and the Vesting Date, taking into account that an adjustment shall be credited made to Participant the number of Dividend Equivalents granted to you to reflect any adjustments made to your Restricted Stock Units pursuant to Section 3(b) below. All Dividend Equivalents granted on and after the Date of Grant shall carry identical vesting restrictions as a cash value based on shall be attached to the Target Award Restricted Stock Units and any Dividend Equivalent Units resulting from prior reinvestments of giving rise to such Dividend Equivalents, which cash value shall be held by thus, if the Company (without interest) subject Performance Vesting Requirement is not satisfied, all rights to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall immediately cease. If a Restricted Stock Unit is forfeited, your tandem Dividend Equivalents with respect to such Restricted Stock Units shall automatically terminate at that time. Any Dividend Equivalents payment will be subject made on or promptly following the date on which the dividends are otherwise paid to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Awardholders of Stock; provided, however, that if in no event shall the Award vests after dividend payment be made later than 30 days following the record date for, but before on which the payment date of, a dividend, then the Dividend Equivalents related to Company pays such dividend and to Units vesting on the vesting date will be paid in cash or in holders of Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.

Dividend Equivalents. Subject to this Paragraph 6, with respect to dividends for which a record date occurs during the Restriction Period, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with With respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as RSUs that have not been settled or been forfeited, provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable Participant’s Continuous Service has not terminated prior to the dividend record date, the Participant shall have the right to receive distributions (the “Dividend Equivalents”) from the Company equal to any dividends or other distributions that would have been distributed to the Participant if each of the outstanding RSUs instead was an issued and outstanding Share owned by the Participant. The number of RSUs awarded for a cash dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in non-cash dividend other than a stock dividend shall be determined by (i) multiplying the number of Units determined outstanding RSUs held by the Participant pursuant to this Agreement as of the dividend record date by the amount of the dividend per Share and (ii) dividing the aggregate value of the Dividend Equivalents product so determined by the Fair Market Value of a Share on the Stock on such date (rounded to the nearest thousandth dividend payment date. The number of RSUs awarded for a whole Unit or as otherwise reasonably stock dividend shall be determined by multiplying the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation number of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be outstanding RSUs held by the Company (without interest) subject Participant pursuant to this AgreementAgreement as of the dividend record date by the number of additional Shares actually paid as a dividend per Share. Any Units resulting from additional RSUs awarded pursuant to this Section 4(d) shall be awarded effective the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents date the dividend was paid, and shall have the same status, and shall be subject to the same terms and conditionsconditions (including without limitation the vesting and forfeiture provisions), under this Agreement as the RSUs to which they relate, and shall vest be distributed, reduced by any applicable withholding taxes, on the same Delivery Date as the RSUs to which they relate (or if later, as of the applicable dividend payment date). Each Dividend Equivalent shall be forfeited treated as a separate payment for purposes of Section 409A (as applicable) at the same time, upon the same conditions, and defined in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividendSection 9(i)).

Dividend Equivalents. Subject to this Paragraph 6, with respect to dividends for which a record date occurs during the Restriction Period, (i) The Participant shall will be credited with a dividend equivalents if on any date while the Performance Units are outstanding hereunder the Company pays any cash dividend on its shares of Common Stock (“Cash Dividend Equivalent Units”), which shall represent a future contingent right to a number of shares of Common Stock with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made a current Fair Market Value equal to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments product of Dividend Equivalents, in (x) the number of Target Performance Units determined held by dividing the aggregate value Participant hereunder as of the Dividend Equivalents related dividend record date, multiplied by (y) the Fair Market Value amount of the Stock on such date cash dividend per share of Common Stock. (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(aii) of the Plan, such Dividend Equivalents The Participant will be credited to Participant as a cash value based with dividend equivalents if on any date while the Target Award Performance Units and are outstanding hereunder the Company shall pay any stock dividend on its shares of Common Stock (“Stock Dividend Equivalent Units resulting from prior reinvestments of Awards”) (which together with “Cash Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 Equivalent Awards” are referred to herein as “Dividend Equivalent Units”), which shall be paid, without interest, in the form of a contingent right to a future number of shares of Common Stock, equal to the product of (x) the number of Target Performance Units held by the Participant hereunder as of the related dividend record date, multiplied by (y) the number of shares of Common Stock (including any fraction thereof) payable as a dividend on one share of Common Stock.” (iii) Dividend Equivalents Units will accrue on any credited Dividend Equivalent Units (in addition to accruing on Target Performance Units) upon each cash or stock dividend paid on Company shares. Any Dividend Equivalent Units shall be subject to the same vesting and payment terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, conditions as the Target Award corresponding Performance Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividendwhich they relate.

Dividend Equivalents. Subject to this Paragraph 6(a) Until such time as the Restricted Units become vested, if any dividends are declared with respect to the Common Shares, RAIT shall credit to a dividend equivalent account (the “Dividend Equivalent Account”) the value of the dividends that would have been distributed if the unvested Restricted Units credited to the Participant’s Restricted Unit Account at the time of the declaration of the dividend were Common Shares. On the Vesting Date of the Restricted Units, a cash payment will be distributed to the Participant equal to the value of the dividend equivalents credited to the Participant’s Dividend Equivalent Account that correspond to the Restricted Units that vest on such Vesting Date. No interest shall accrue on any dividend equivalents credited to the Participant’s Dividend Equivalent Account. If the Participant’s employment or service with the Company terminates for which a record date occurs during any reason prior to the Restriction PeriodParticipant vesting in any of the Restricted Units as provided in Paragraph 3(a), the dividend equivalents credited to the Participant’s Dividend Equivalent Account that correspond to the Restricted Units that are not vested as of the Participant’s termination of employment or service shall terminate and be forfeited, and the Participant shall not be credited with a Dividend Equivalent entitled to receive any cash payments with respect to each outstanding such forfeited unvested dividend equivalent rights. (b) After the Restricted Stock UnitUnits vest, and but prior to such time as the vested Restricted Units are redeemed, if any dividends are declared with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited the Common Shares, a cash payment will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made paid to the Company’s shareholders, based on Participant by RAIT equal to the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by dividends that would have been distributed if the Fair Market Value vested Restricted Units credited to the Participant’s Restricted Unit Account at the time of the Stock on such date (rounded declaration of the dividend were Common Shares. The dividend equivalents will be paid to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon time as dividends are paid to shareholders holding the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividendCommon Shares.

Dividend Equivalents. Subject On each date that a cash dividend is paid to this Paragraph 6, with respect to dividends for which a record date occurs holders of Shares during the Restriction Performance Period, Participant shall be credited with a an amount (the “Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined belowAmount”) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made equal to the Company’s shareholderscash dividend that is paid on each Share, based on multiplied by the number of Shares subject to the Target Award Units RSUs and any Dividend Equivalent Units resulting from prior reinvestments RSUs (as defined below) that remain unvested and outstanding as of Dividend Equivalentsthe dividend payment date, in shall be credited for the benefit of the Participant, and such credited amount shall be converted into an additional number of Units Performance RSUs (“Dividend Equivalent RSUs”) determined by dividing the aggregate value of the Dividend Equivalents Equivalent Amount by the Fair Market Value of a Share on the Stock on such date (dividend payment date, rounded up or down to the nearest thousandth whole number. At the end of a whole Unit or as otherwise reasonably determined by the Company); providedPerformance Period, however, the number of Dividend Equivalent RSUs will be adjusted to reflect the number of Dividend Equivalent RSUs that if Dividend Equivalents cannot be reinvested in Units due would have been credited to the operation of Section 3(a) Participant as of the Plan, Date of Grant if such Dividend Equivalents will be credited to Participant as a cash value calculations had been based on the Target Award Units number of Earned Performance RSUs (such adjusted number, the “Earned Dividend Equivalent RSUs”). During the period beginning immediately following the last day of the Performance Period and ending on the date the Performance RSUs granted hereunder are paid pursuant to Section 3 below, Dividend Equivalent RSUs will accrue on any Earned Performance RSUs and any Earned Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this AgreementRSUs. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall RSUs will be subject to the same terms conditions as the underlying Performance RSUs with respect to which Dividend Equivalent RSUs were paid, including, without limitation, the vesting conditions and conditions, the provisions governing time and shall vest or be forfeited (as applicable) at form of settlement applicable to the same time, upon the same conditions, and in the same proportionunderlying Performance RSUs. Unless expressly provided otherwise, as the Target Award Units set forth used elsewhere in this Award; providedAgreement, however, “Performance RSUs” shall include any Dividend Equivalent RSUs that if have been credited to the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividendParticipant’s account.

Dividend Equivalents. Subject Dividend equivalents will accrue on the Performance RSUs and will be notionally credited in the form of additional Performance RSUs (“Dividend Equivalent RSUs”) to this Paragraph 6, with respect to dividends for which a record date occurs during the Restriction Grantee's bookkeeping account. During the Performance Period, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited dividend equivalents will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based accrue on the Target Award Units Performance RSUs and any on the Dividend Equivalent Units resulting from prior reinvestments RSUs outstanding on each dividend equivalent determination date. At the end of Dividend Equivalents, in the Performance Period the number of Units determined by dividing outstanding Dividend Equivalent RSUs will be adjusted to reflect the aggregate value attainment of the Performance Goal in the same manner as the Target Performance RSUs (such adjusted number, the “Earned Dividend Equivalents by Equivalent RSUs”). During the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based period beginning on the Target Award Units Scheduled Vesting Date and any ending on the Settlement Date (the “Crediting Period”), Dividend Equivalent Units resulting from prior reinvestments of RSUs will accrue on the Earned Performance RSUs and on the Earned Dividend Equivalents, which cash value shall be held by Equivalent RSUs (the Company (without interest) subject to this Agreement. Any Units resulting from Earned Dividend Equivalent RSUs together with any additional Dividend Equivalent RSUs credited thereon and credited on the deemed reinvestment of dividends in accordance with this Paragraph 6 are Earned Performance RSUs during the Crediting Period being referred to herein as the “Total Dividend Equivalent Units.” RSUs”). The Company will round down to the nearest whole share in settling any vested Dividend Equivalents shall Equivalent RSUs and no fractional shares will be issued. Dividend Equivalent RSUs will in all cases be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same timeincluding but not limited to those related to vesting, upon the same conditionstransferability, and in the same proportion, as the Target Award Units set forth in this Award; provided, howeverpayment, that if apply to the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividendPerformance RSUs.

Dividend Equivalents. Subject Each RSU granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent, which Dividend Equivalent shall remain outstanding from the Grant Date until the earlier of the payment or forfeiture of the RSU to which it corresponds (the “Dividend Equivalent Period”). Each Dividend Equivalent shall entitle you to receive payments, subject to and in accordance with this Paragraph 6Award Notice, in an amount equal to each dividend (including any extraordinary or other non-recurring dividend), in each case, that (a) is made by the Company in respect of the share of Common Stock underlying the RSU to which such Dividend Equivalent relates, and (b) has an applicable Dividend Date (as defined below) occurring during the Dividend Equivalent Period. Such amounts (if any) shall be payable as and when such dividends are paid generally to the Company’s stockholders (and without regard to the vested or unvested status of the RSU underlying such Dividend Equivalent on the applicable Dividend Date). Notwithstanding the foregoing, upon the payment or forfeiture of a RSU, the Dividend Equivalent granted in tandem with such paid or forfeited RSU and the Dividend Equivalent Period shall terminate with respect to such RSU. For the avoidance of doubt, a Dividend Equivalent will only entitle you to payments relating to dividends with an applicable Dividend Date occurring between the Grant Date and the date on which you receive payment in respect of the RSU to which it corresponds in accordance with Section 7 below (or, if earlier, the date on which you forfeit the RSU to which it corresponds). The Dividend Equivalents 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 Section 409A of the Code (including for purposes of the designation of the time and form of payments required by Section 409A of the Code). For purposes of this Notice, “Dividend Date” shall mean, with respect to dividends for which a record date occurs during the Restriction Period, Participant shall be credited with a Dividend Equivalent with any dividend made in respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Common Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for preceding the ex-dividend date applicable to such dividend.

Dividend Equivalents. Subject Until the date on which the RSUs are settled for Shares (or cash in the case of RSUs deferred under the Company’s Executive Deferred Compensation Plan), and pursuant to the terms and conditions of this Paragraph 6Agreement, the Grantee will be credited (in the manner described in the following sentences) on the books and records of the Company with respect an amount per each RSU equal to the amount per share of any cash dividends for which declared by the Board of Directors of the Company with a record date occurs during on or after the Restriction Period, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units Grant Date on the date that the applicable dividend or distribution is made to the Company’s shareholdersoutstanding Shares (such amount, based on the Target Award Units and any a “Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the CompanyEquivalent”); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such . Such Dividend Equivalents will be credited in the form of an additional number of RSUs and the Target Number of RSUs shall be adjusted by each additional RSU credited to Participant as a cash value based the Grantee pursuant to the Dividend Equivalents. The additional number of RSUs will be equal to the aggregate amount of Dividend Equivalents credited under this Agreement on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held respective dividend payment date divided by the Company (without interest) subject average of the high and low prices per Share on the respective dividend payment date. The RSUs attributable to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall will be subject to either settled or forfeited, as appropriate, under the same terms and conditionsconditions that apply to the other RSUs under this Award Agreement, including the achievement of the Performance Goals and any action taken by the Committee. For the avoidance of doubt, if the Grantee defers settlement of any portion of the RSUs pursuant to the Executive Deferred Compensation Plan, then, during the deferral period, the Grantee’s stock account under the Executive Deferred Compensation Plan shall vest continue to be credited with Dividend Equivalents pursuant to this Section 8 until such deferred RSUs are settled for Shares or be forfeited (cash, as applicable) at , under the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion terms of the Company, as soon as practicable following the payment date for such dividendExecutive Deferred Compensation Plan.

Dividend Equivalents. Subject During the Restricted Period, before payment or forfeiture of the Award, the Award will be increased by a number of additional Restricted Units (“Dividend Equivalents”) representing all cash dividends that would have been paid to the Grantee if one share of Common Stock had been issued to the Grantee on the Grant Date for each Restricted Unit granted pursuant to this Paragraph 6, with respect to dividends for which a record date occurs Agreement. The Dividend Equivalents credited during the Restriction PeriodRestricted Period will include fractional shares; provided, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted however, the shares of Common Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value actually issued upon vesting of the Dividend Equivalents by shall be paid only in whole shares of Common Stock, and any fractional shares of Common Stock in an amount of cash equal to the Fair Market Value of the such fractional shares of Common Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject withheld to this Agreementsatisfy any withholding tax obligation. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same vesting provisions and other terms and conditionsconditions of this Agreement, and shall vest or be forfeited (as applicable) at paid on the same time, upon the same conditions, and in the same proportiondate, as the Target Award Restricted Units set forth to which they are attributable. Moreover, references in this Award; providedAgreement to Restricted Units shall be deemed to include any Restricted Units attributable to Dividend Equivalents. (a) The Restricted Units may not be sold, howeverassigned, that transferred, pledged, encumbered or otherwise disposed of by Grantee or any other person until the expiration of the Restricted Period. Any such attempt shall be wholly ineffective and will result in immediate forfeiture of all such amounts. (b) Notwithstanding the foregoing, the Grantee may transfer any part or all rights in the Restricted Units to members of the Grantee’s immediate family, to one or more trusts for the benefit of such immediate family members or to partnerships in which such immediate family members are the only partners, in each case only if the Award vests after Grantee does not receive any consideration for the record date fortransfer. In the event of any such transfer, but before the payment date ofRestricted Units shall remain subject to the terms and conditions of this Agreement. For any such transfer to be effective, a dividendthe Grantee must provide prior written notice thereof to the Committee, then unless otherwise authorized and approved by the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in StockCommittee, in its sole discretion; and the sole discretion Grantee shall furnish to the Committee such information as it may request with respect to the transferee and the terms and conditions of any such transfer. For purposes of this Agreement, “immediate family” shall mean the CompanyGrantee’s spouse, as soon as practicable following the payment date for such dividendchildren and grandchildren.

Dividend Equivalents. Subject So long as the RSUs have not vested and the Participant has not undergone a termination of service with the Company and its Affiliates prior to this Paragraph 6, with respect to dividends for which a or on the record date occurs during declared for a cash dividend payable on Common Stock, the Restriction Period, Participant shall be credited with dividend equivalents on such RSUs in the form of additional RSUs when and to the extent that regular cash dividends are paid on the Common Stock from and after the Grant Date, provided that if the RSUs have vested and settled in accordance with Section 6 above after the record date but prior to the payment date of such a Dividend Equivalent with respect to each outstanding Restricted Stock Unitregular cash dividend, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments the Company may, in its discretion, pay cash in the amount of the dividend in lieu of issuing Dividend Equivalents as provided in this Paragraphon such vested RSUs. All Such Dividend Equivalents so credited will shall be deemed to be reinvested in Restricted computed by dividing: (i) the amount obtained by multiplying the amount of the regular cash dividend declared and paid for each share of Common Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in by the number of Units determined RSUs (including accumulated Dividend Equivalents) held by dividing the aggregate value Participant on the record date of the Dividend Equivalents such regular cash dividend, by (ii) the Fair Market Value of the Common Stock on the dividend payment date for such date (rounded cash dividend. Such additional RSUs shall vest and settle in the same manner as the RSUs to the nearest thousandth of a whole Unit or as otherwise reasonably determined which they relate, except that any fractional shares represented by the Company); provided, however, that if accumulated Dividend Equivalents canshall, once vested, be settled solely in cash on the terms provided for cash settlement in Section 6(a) hereof. Any accumulated and unpaid Dividend Equivalents attributable to RSUs that are cancelled will not be reinvested in Units due to the operation of Section 3(a) paid and are immediately forfeited upon cancellation of the PlanRSUs. Notwithstanding the foregoing provisions of this Section 8, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” no Dividend Equivalents shall be subject credited with respect to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests any record date occurring after the record date forissuance of Restricted Shares in accordance with Section 3; instead, but before the payment date of, Participant shall be entitled to receive on such Restricted Shares any dividends to which he is entitled as a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion shareholder of the Company, as soon as practicable following the payment date for such dividend.

Dividend Equivalents. Subject Each RSU granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent, which Dividend Equivalent shall remain outstanding from the Grant Date until the earlier of the payment or forfeiture of the RSU to which it corresponds (the “Dividend Equivalent Period”). Each Dividend Equivalent shall entitle you to receive payments, subject to and in accordance with this Paragraph 6Award Notice, in an amount equal to each dividend (including any extraordinary or other non-recurring dividend), in each case, that (a) is made by the Company in respect of the share of Common Stock underlying the RSU to which such Dividend Equivalent relates, and (b) has an applicable Dividend Date (as defined below) occurring during the Dividend Equivalent Period. Such amounts (if any) shall be payable as and when vested RSUs underlying such Dividend Equivalent are paid. Notwithstanding the foregoing, upon the payment or forfeiture of a RSU, the Dividend Equivalent granted in tandem with such paid or forfeited RSU and the Dividend Equivalent Period shall terminate with respect to such RSU. For the avoidance of doubt, a Dividend Equivalent will only entitle you to payments relating to dividends with an applicable Dividend Date occurring between the Grant Date and the date on which you receive payment in respect of the RSU to which it corresponds in accordance with Section 7 below (or, if earlier, the date on which you forfeit the RSU to which it corresponds). The Dividend Equivalents 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 Section 409A of the Code (including for purposes of the designation of the time and form of payments required by Section 409A of the Code). For purposes of this Award Notice, “Dividend Date” shall mean, with respect to dividends for which a record date occurs during the Restriction Period, Participant shall be credited with a Dividend Equivalent with any dividend made in respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Common Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for preceding the ex-dividend date applicable to such dividend.

Dividend Equivalents. Subject to this Paragraph 6, with With respect to ordinary cash dividends in respect of Shares covered by any outstanding PSUs, on the payment date of the dividend, a separate account maintained for which a record date occurs during the Restriction Period, Participant for bookkeeping purposes only on the books and records of the Company shall be credited with a Dividend Equivalent with respect dividend equivalents in an amount equal to the dividends that would have been paid to the Participant if one (1) Share had been issued on the Grant Date for each outstanding Restricted Stock Unit, and with respect PSU granted to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents the Participant as provided set forth in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholdersAgreement, based on the Target Award Units Maximum Number of PSUs set forth in this Agreement (the “Dividend Equivalent”), and any will be held without interest thereon until delivered to the Participant (if at all). A Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms vesting restrictions and conditionspayment conditions as the PSU to which such Dividend Equivalent relates, as set forth in Section 2, and shall vest be paid on the same date as the PSU to which it is attributable is settled in accordance with Section 2(c) hereof (or be forfeited (as applicable) at the same timetime that the PSUs are forfeited). For purposes of clarity, upon if the same conditionsMaximum Number of PSUs becomes vested, the Dividend Equivalent will be paid at an amount based on the Maximum Number of PSUs vested, and if only the Threshold Number of PSUs becomes vested, the Dividend Equivalent will be paid at an amount based on the Threshold Number of PSUs vested. Dividend Equivalents credited shall be distributed in cash. Any Dividend Equivalents in respect of PSUs that do not vest, shall be forfeited and retained by the Company. For the avoidance of doubt, (i) if a PSU does not ultimately become vested hereunder, no Dividend Equivalent payments shall be made with respect to such unvested PSU, and (ii) in no event shall a Dividend Equivalent be paid that would result in the Participant receiving both the Dividend Equivalent and the actual dividend with respect to a PSUs and the corresponding Share. This award of PSUs and all Dividend Equivalents hereunder are, individually and in the same proportionaggregate, as intended to constitute an “unfunded” plan. Amounts payable pursuant to this Agreement will be payable from the Target Award Units set forth general assets of the Company and no special or separate reserve, fund or deposit will be made to assure payment of such amounts. No Participant, beneficiary or other person will have any right, title or interest in any fund or in any specific asset of any member of the Company by reason of being party to this Award; providedAgreement. Neither the acceptance of this Agreement, howevernor any actions taken pursuant to this Agreement, that if the Award vests after the record date forwill create, but before the payment date ofor be construed to create, a dividend, then trust of any kind or a fiduciary relationship between the Dividend Equivalents related to such dividend and to Units vesting Company on the vesting date will be paid in cash one hand, and Participant, their beneficiary or in Stock, in other person on the sole discretion of the Company, as soon as practicable following the payment date for such dividendother hand.

Dividend Equivalents. Subject Dividend equivalents will accrue on the PSUs and will be notionally credited in the form of additional PSUs (“Dividend Equivalent PSUs”) to this Paragraph 6, with respect to dividends for which a record date occurs during the Restriction Grantee's bookkeeping account. During the Performance Period, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited dividend equivalents will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based accrue on the Target Award Units PSUs and any on the Dividend Equivalent Units resulting from prior reinvestments PSUs outstanding on each dividend equivalent determination date. At the end of Dividend Equivalents, in the Performance Period the number of Units determined by dividing outstanding Dividend Equivalent PSUs will be adjusted to reflect the aggregate value attainment of the Performance Goals in the same manner as the Target PSUs (such adjusted number, the “Earned Dividend Equivalents by Equivalent PSUs”). During the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based period beginning on the Target Award Units Scheduled Vesting Date and any ending on the Settlement Date (the “Crediting Period”), Dividend Equivalent Units resulting from prior reinvestments of PSUs will accrue on the Earned PSUs and on the Earned Dividend Equivalents, which cash value shall be held by Equivalent PSUs (the Company (without interest) subject to this Agreement. Any Units resulting from Earned Dividend Equivalent PSUs together with any additional Dividend Equivalent PSUs credited thereon and credited on the deemed reinvestment of dividends in accordance with this Paragraph 6 are Earned PSUs during the Crediting Period being referred to herein as the “Total Dividend Equivalent Units.” PSUs”). The Company will round down to the nearest whole share in settling any vested Dividend Equivalents shall Equivalent PSUs and no fractional shares will be issued. Dividend Equivalent PSUs will in all cases be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same timeincluding but not limited to those related to vesting, upon the same conditionstransferability, and in the same proportion, as the Target Award Units set forth in this Award; provided, howeverpayment, that if apply to the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividendPSUs.

Dividend Equivalents. Subject Provided that the Recipient’s continuous service has not terminated prior to this Paragraph 6the dividend record date, with respect or the Recipient’s continuous service terminated prior to dividends for which a the dividend record date occurs during but the Restriction Period, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Recipient has not been paid for the Recipient’s vested Restricted Stock Units as of the dividend record date solely on account of the Recipient being a “Specified Employee” (as defined under Section 14(d) hereof) subject to the six-month delay for payment of the Recipient’s vested Restricted Stock Units, as required under Section 14(d) hereof, the Recipient shall receive Dividend Equivalents in the form of additional Restricted Stock Units or fractional Restricted Stock Units each time a dividend or other distribution is paid on the date that the applicable Company's Common Stock. The number of Restricted Stock Units awarded for a cash dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in non-cash dividend other than a stock dividend shall be determined by (i) multiplying the number of Restricted Stock Units determined held by the Recipient pursuant to this Agreement as of the dividend record date by the amount of the dividend per share of Common Stock and (ii) dividing the aggregate value of the Dividend Equivalents product so determined by the Fair Market Value of the Common Stock on such date (rounded to the nearest thousandth dividend payment date. The number of Restricted Stock Units awarded for a whole Unit or as otherwise reasonably stock dividend shall be determined by multiplying the Company); provided, however, that if Dividend Equivalents cannot be reinvested in number of Restricted Stock Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject Recipient pursuant to this AgreementAgreement as of the dividend record date by the number of additional shares of Common Stock actually paid as a dividend per share of Common Stock. Any additional Restricted Stock Units resulting from awarded pursuant to this Section 4(c) shall be awarded effective as of the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents date the dividend was paid, and shall have the same status, and shall be subject to the same terms and conditionsconditions (including without limitation the vesting and forfeiture provisions), under this Agreement as the Restricted Stock Units to which they relate, and shall vest be distributed on the same payment date referred to in Section 4(a) herein as the Restricted Stock Units to which they relate (or be forfeited (if later, as applicable) of the applicable dividend payment date), or alternatively, at the same time, upon times provided for under the same conditions, and in Deferred Compensation Plan to the same proportion, as extent the Target Award Recipient elected to defer some or all of the Restricted Stock Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then to which the Dividend Equivalents related to such dividend and to Units vesting on relate under the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividendDeferred Compensation Plan.

Dividend Equivalents. Subject to this Paragraph 6, with With respect to ordinary cash dividends in respect of Shares covered by any outstanding RSUs, on the payment date of the dividend, a separate account maintained for which a record date occurs during the Restriction Period, Participant for bookkeeping purposes only on the books and records of the Company shall be credited with a dividend equivalents in an amount equal to the dividends that would have been paid to the Participant if one (1) Share had been issued on the Grant Date for each RSU granted to the Participant as set forth in this Agreement (the “Dividend Equivalent”), and will be held without interest thereon until delivered to the Participant (if at all). A Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms vesting restrictions and conditionspayment conditions as the RSUs to which such Dividend Equivalent relates, as set forth in Section 2, and shall vest be paid on the same date as the RSU to which it is attributable is settled in accordance with Section 2(c) hereof (or be forfeited (as applicable) at the same timetime that the RSUs are forfeited). Dividend Equivalents credited shall be distributed in cash. Any Dividend Equivalents in respect of RSUs that do not vest, upon shall be forfeited and retained by the same conditionsCompany. For the avoidance of doubt, (i) if a RSU does not ultimately become vested hereunder, no Dividend Equivalent payments shall be made with respect to such unvested RSU, and (ii) in no event shall a Dividend Equivalent be paid that would result in the Participant receiving both the Dividend Equivalent and the actual dividend with respect to a RSUs and the corresponding Share. This award of RSUs and all Dividend Equivalents hereunder are, individually and in the same proportionaggregate, as intended to constitute an “unfunded” plan. Amounts payable pursuant to this Agreement will be payable from the Target Award Units set forth general assets of the Company and no special or separate reserve, fund or deposit will be made to assure payment of such amounts. No Participant, beneficiary or other person will have any right, title or interest in any fund or in any specific asset of any member of the Company by reason of being party to this Award; providedAgreement. Neither the acceptance of this Agreement, howevernor any actions taken pursuant to this Agreement, that if the Award vests after the record date forwill create, but before the payment date ofor be construed to create, a dividend, then trust of any kind or a fiduciary relationship between the Dividend Equivalents related to such dividend and to Units vesting Company on the vesting date will be paid in cash one hand, and Participant, their beneficiary or in Stock, in other person on the sole discretion of the Company, as soon as practicable following the payment date for such dividendother hand.

Dividend Equivalents. Subject to this Paragraph 65, Participant shall be credited with Dividend Equivalents with respect to the outstanding Award with respect to dividends for which a record date occurs during prior to the Restriction Period, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraphapplicable vesting date. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Initial Award Units Value and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Company’s Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Initial Award Units Value and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any The Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as such Dividend Equivalents (“Dividend Equivalent Units.” Dividend Equivalents ”) and, if applicable, cash value resulting from such reinvestment, shall be subject to the same terms and conditions, and shall vest or be forfeited (as if applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Initial Award Units Value set forth in this Award; provided, however, that if the Award vests a vesting date occurs after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents Equivalent Units related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.

Dividend Equivalents. Subject Each RSU granted hereunder that becomes a Performance Vested RSU is hereby granted in tandem with a corresponding dividend equivalent right (a “Dividend Equivalent”), which Dividend Equivalent shall remain outstanding from the Grant Date until the earlier of the payment or forfeiture of the RSU to this Paragraph 6which it corresponds. Pursuant to each outstanding Dividend Equivalent, with respect to each dividend paid by the Company with respect to the Performance Period, the Participant shall be entitled to receive payment equal to the amount of such dividend, if any, on the Shares underlying the Performance Vested RSU to which such Dividend Equivalent relates, payable in the same form and amounts as dividends paid to each holder of a Share. Each such payment shall be made no later than thirty (30) days following the applicable dividend payment date, provided that no such payments shall be made prior to the date on which the RSU becomes a Performance Vested RSU, and any Dividend Equivalent payments that would have been made prior to such date had the RSU been a Performance Vested RSU, plus (or minus) the amount of gain (or loss) on such amounts had they been reinvested in Common Stock on the date on which the corresponding dividend was paid (at a price equal to the closing price of the Common Stock on the applicable dividend payment date), shall be paid in a single lump sum no later than forty-five (45) days following the date on which the RSU becomes a Performance Vested RSU. Dividend Equivalents shall not entitle the Participant to any payments relating to dividends for which a the record date occurs during after the Restriction Periodpayment of the Performance Vested RSU underlying such Dividend Equivalent, and the Participant shall not be credited with a entitled to any Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and payments with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of RSU that does not become a Performance Vested RSU. Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting amounts that may become distributable in respect thereof shall be treated separately from prior reinvestments of Dividend Equivalents, the RSUs and the rights arising in the number of Units determined by dividing the aggregate value connection therewith for purposes of the Dividend Equivalents designation of time and form of payments required by the Fair Market Value Section 409A of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent UnitsCode.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.

Dividend Equivalents. Subject Dividend equivalents will accrue on the PSUs and will be notionally credited in the form of additional PSUs (“Dividend Equivalent PSUs”) to this Paragraph 6, with respect to dividends for which a record date occurs during the Restriction Grantee's bookkeeping account. During the Performance Period, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited dividend equivalents will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based accrue on the Target Award Units PSUs and any on the Dividend Equivalent Units resulting from prior reinvestments PSUs outstanding on each dividend equivalent determination date. At the end of Dividend Equivalents, in the Performance Period the number of Units determined by dividing outstanding Dividend Equivalent PSUs will be adjusted to reflect the aggregate value attainment of the Performance Goal in the same manner as the Target PSUs (such adjusted number, the “Earned Dividend Equivalents by Equivalent PSUs”). During the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based period beginning on the Target Award Units Scheduled Vesting Date and any ending on the Settlement Date (the “Crediting Period”), Dividend Equivalent Units resulting from prior reinvestments of PSUs will accrue on the Earned PSUs and on the Earned Dividend Equivalents, which cash value shall be held by Equivalent PSUs (the Company (without interest) subject to this Agreement. Any Units resulting from Earned Dividend Equivalent PSUs together with any additional Dividend Equivalent PSUs credited thereon and credited on the deemed reinvestment of dividends in accordance with this Paragraph 6 are Earned PSUs during the Crediting Period being referred to herein as the “Total Dividend Equivalent Units.” PSUs”). The Company will round down to the nearest whole share in settling any vested Dividend Equivalents shall Equivalent PSUs and no fractional shares will be issued. Dividend Equivalent PSUs will in all cases be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same timeincluding but not limited to those related to vesting, upon the same conditionstransferability, and in the same proportion, as the Target Award Units set forth in this Award; provided, howeverpayment, that if apply to the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividendPSUs.

Dividend Equivalents. Subject On each date that a cash dividend is paid to this Paragraph 6holders of Shares from the Grant Date through the date immediately prior to the date the PRSUs are settled, with respect to dividends for which a record date occurs during an amount (the Restriction Period, Participant shall be credited with a “Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined belowAmount”) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made equal to the Company’s shareholderscash dividend that is paid on each Share, based on multiplied by the Target Award Units total number of PRSUs and any Dividend Equivalent Units resulting from prior reinvestments (as defined below) that remain unvested and outstanding as of Dividend Equivalentsthe dividend payment record date, in will be credited to the Colleague, and such credited amount will be converted into an additional number of Units PRSUs (“Dividend Equivalent Units”) determined by dividing the aggregate value of the Dividend Equivalents Equivalent Amount by the Fair Market Value of a Share on the Stock on such date (rounded of the dividend payment. At the end of the Performance Period, the number of Dividend Equivalent Units will be adjusted to reflect the number of Dividend Equivalent Units that would have been credited to the nearest thousandth of a whole Unit or Colleague as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, Grant Date if such Dividend Equivalents will be credited to Participant as a cash value calculations had been based on the Target Award Units number of Earned Performance Shares (such adjusted number, the “Earned Dividend Equivalent Units”). During the period beginning immediately following the last day of the Performance Period and any ending on the date the Earned Performance Shares are paid pursuant to Section 3.2(k) below, Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “will accrue on any Earned Performance Shares and any Earned Dividend Equivalent Units.” . Dividend Equivalents shall Equivalent Units and Earned Dividend Equivalent Units will be subject to the same terms conditions as the underlying PRSUs with respect to which Dividend Equivalent Units and conditionsEarned Dividend Equivalent Units were paid, including without limitation, the vesting condition and shall vest or be forfeited (as applicable) at the same time, upon provisions governing time and form of settlement applicable to the same conditions, and in the same proportionunderlying PRSUs. Unless expressly provided otherwise, as the Target Award Units set forth used elsewhere in this Award; providedAgreement, however, references to PRSUs in this Agreement shall also include Dividend Equivalent Units and Earned Dividend Equivalent Units that if have been credited to the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related Colleague pursuant to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividendthis Section 2.6.

Dividend Equivalents. Subject If the Company declares one or more cash or stock dividends on the Shares during the period commencing on the Grant Date and ending on and including the day immediately preceding the day on which the Shares subject to this Paragraph 6Agreement are issued to you, with respect then, on the date each such dividend is paid to dividends for which a record date occurs during the Restriction Periodholders of Shares, Participant you shall be credited with a dividend equivalent units (“Dividend Equivalent Units”) in accordance with the following: (a) If a dividend with respect to each outstanding Restricted Stock Unitthe Shares is payable in cash, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments then, as of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholderspayment date, based on the Target Award Units and any you shall be credited with that number of Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth whole unit) equal to (i) the amount of the cash dividend payable with respect to a Share, multiplied by (ii) the number of Shares subject to this Agreement that are outstanding as of the record date of such dividend, divided by (iii) the closing price of a whole Unit or as otherwise reasonably determined by Share on the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due dividend payment date. (b) If a dividend with respect to the operation of Section 3(a) Shares is payable in Shares, then, as of the Plandividend payment date, such Dividend Equivalents will you shall be credited to Participant as a cash value based on the Target Award Units and any with that number of Dividend Equivalent Units resulting from prior reinvestments (rounded to the nearest whole unit) equal to (i) the number of Dividend EquivalentsShares distributed in the dividend with respect to a Share, which cash value shall be held multiplied by (ii) the Company (without interest) number of Shares subject to this AgreementAgreement that are outstanding as of the record date of such dividend. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “such Dividend Equivalent Units.” Dividend Equivalents Units credited hereunder shall be subject to the same terms and conditions, conditions which apply to the underlying Shares to which they relate and shall vest and settle, or be forfeited (forfeited, as applicable) , at the same time, upon the same conditions, time and in the same proportion, manner as the Target Award Units set forth underlying Shares to which they relate. The foregoing does not obligate the Company to pay dividends on the Shares and nothing in the Plan or in this Award; providedAgreement shall be interpreted as creating such an obligation. Notwithstanding anything to the contrary in this Agreement, however, that if the Award vests after the Shares subject to this Agreement are scheduled to vest and settle between a dividend record date for, but before the and a dividend payment date of, a dividenddate, then the Dividend Equivalents related Equivalent Units with respect to such dividend shall be credited and paid to Units vesting you on the vesting date will be paid in cash or in Stock, in earlier of (x) the sole discretion of the Company, as soon as practicable following the dividend payment date for such dividenddividend and (y) March 15th following the date on which the underlying Shares to which the Dividend Equivalent Units relate vest.

Dividend Equivalents. Subject to this Paragraph 6, Each Performance-Based RSU shall accrue Dividend Equivalents (as defined below) with respect to dividends for which a record date occurs that would otherwise be paid on the Share underlying such Performance-Based RSU during the Restriction Period, Participant shall be credited with a Dividend Equivalent with respect period from the Grant Date to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments the earlier of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution such Share is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends paid in accordance with this Paragraph 6 are referred Agreement or the date the Share is forfeited pursuant to herein the terms of this Agreement. As of any date in this period that the Corporation pays an ordinary cash dividend on its Common Stock, the Corporation shall credit the Participant with an additional number of Performance-Based RSUs equal to (i) the per share cash dividend paid by the Corporation on its Common Stock on such date, multiplied by (ii) the total number of Performance-Based RSUs subject to the award as “Dividend Equivalent Units.” of the related dividend payment record date (including any Dividend Equivalents previously credited hereunder), divided by (iii) the fair market value (as determined in accordance with the terms of the Plan) of a share of Common Stock on the date of payment of such dividend. Any Performance-Based RSUs credited pursuant to the foregoing provisions of this Section 3 shall be subject to the attainment of the same terms Performance Measures and conditionstime-based vesting requirements applicable to the original Performance-Based RSUs to which they relate, and shall vest or otherwise be forfeited (as applicable) at subject to the same timevesting, upon payment, delivery and other terms, conditions and restrictions as the same conditions, and in original Performance-Based RSUs to which they relate. Any such crediting of Dividend Equivalents shall be conclusively determined by the same proportionAdministrator. No crediting of Performance-Based RSUs shall be made pursuant to this Section 3 with respect to any Performance-Based RSUs which, as of such record date, have either been delivered or terminated pursuant to the Target Award Units set forth in Plan or this Award; providedAgreement. For purposes of this Agreement, however, that if “Dividend Equivalents” means the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid equivalent value (in cash or in Stock, in Shares) of dividends that would otherwise be paid on the sole discretion of Shares subject to the Company, as soon as practicable following the payment date for such dividendPerformance-Based RSUs but that have not been issued or delivered.

Dividend Equivalents. Subject to this Paragraph 6, with respect to dividends for On each date on which a dividend (other than a Common Stock dividend) is paid to the holders of Common Stock the record date occurs during of which falls on any date after the Restriction Period, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, date of this Amendment and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units ending on the first date that on which all of the applicable dividend RSUs have either been forfeited or distribution is made vested pursuant to the Company’s shareholdersRSU Agreements as in effect from time to time (a “Dividend Payment Date”), based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company shall accrue (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment an amount of dividends in accordance with this Paragraph 6 are referred to herein as money or other property (a “Dividend Equivalent”) determined by multiplying (i) the number of RSUs (if any) that were neither forfeited nor vested on or before such dividend record date, times (ii) the dividend per share paid on such Dividend Payment Date. However, if the dividend is paid in property other than cash or Common Stock, the Company shall have the right, in its sole discretion, to pay such Dividend Equivalent Units.” in cash. Simultaneously with the delivery of shares of Stock upon vesting of the RSUs under the terms of the RSU Agreements, the Company shall pay the Grantee the Dividend Equivalent earned with respect to the vested RSUs. If such unvested RSUs are forfeited, no Dividend Equivalents shall be subject to paid and such Dividend Equivalents shall be deemed cancelled. For the same terms and conditions, and shall vest or avoidance of doubt in no event will a Dividend Equivalent be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that paid if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related Grantee is entitled to dividends with respect to shares of Stock because such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividendRSUs shall have been deemed vested.

Dividend Equivalents. Subject to this Paragraph 6, Participant shall be credited with Dividend Equivalents with respect to the outstanding Award with respect to dividends for which a record date occurs during prior to the Restriction Period, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraphapplicable vesting date. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Initial Award Units Value and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Company’s Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Initial Award Units Value and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any The Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as such Dividend Equivalents (“Dividend Equivalent Units.” Dividend Equivalents ”) and, if applicable, cash value resulting from such reinvestment, shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Initial Award Units Value set forth in this Award; provided, however, that if the Award vests a vesting date occurs after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents Equivalent Units related to such dividend and to Units vesting on the such vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.

Dividend Equivalents. Subject The Participant shall be entitled to Dividend Equivalents with respect to the Restricted Stock Units granted pursuant to this Paragraph 6Award. Each Restricted Stock Unit subject to this Award is hereby granted in tandem with a corresponding Dividend Equivalent, which Dividend Equivalent shall remain outstanding from the Grant Date until the earlier of the settlement or forfeiture of the Restricted Stock Unit to which the Dividend Equivalent corresponds. Each Dividend Equivalent entitles the Participant to receive cash payments, subject to and in accordance with this Agreement, in an amount equal to any cash dividends paid by the Company in respect of the share of Common Stock underlying the Restricted Stock Unit to which such Dividend Equivalent relates. The Company shall establish, with respect to dividends each Restricted Unit, a separate Dividend Equivalent bookkeeping account for such Restricted Stock Unit (a “DE Account”), which a record date occurs during the Restriction Period, Participant shall be credited (without interest) on the applicable dividend payment dates with a Dividend Equivalent an amount equal to any cash dividends paid during the period that such Restricted Unit remains outstanding with respect to each outstanding the share of Common Stock underlying the Restricted Stock Unit to which such Dividend Equivalent relates. Upon the vesting of a Restricted Stock Unit, the Dividend Equivalent (and the DE Account) with respect to any related such vested Restricted Stock Unit shall also become vested. Similarly, upon the forfeiture of a Restricted Stock Unit, the Dividend Equivalent (and the DE Account) with respect to such forfeited Restricted Stock Unit (defined below) resulting from prior reinvestments of shall also be forfeited. Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed shall not entitle the Participant to be reinvested in Restricted Stock Units on any payments relating to cash dividends paid after the earlier to occur of the date that the applicable dividend or distribution Restricted Stock Unit is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends settled in accordance with this Paragraph 6 are referred Section 4 or the forfeiture of the Restricted Stock Unit underlying such Dividend Equivalent. Payments with respect to herein as “Dividend Equivalent Units.” vested Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid made in cash or in Stock, in the sole discretion of the Company, as soon as practicable following practicable, and not later than 60 days, after the date that such Dividend Equivalent vests. The Participant shall not be entitled to receive any interest with respect to the payment date for such dividendof Dividend Equivalents.]

Dividend Equivalents. Subject (a) The Company shall determine whether, if any cash dividends (whether regular or extraordinary) are paid on shares of Common Stock during any year in which any of the RSUs remain outstanding, the Participant shall be eligible to this Paragraph 6, receive any amounts with respect to such cash dividends and, if so, whether such amounts shall be payable in cash (any such amounts, “Cash Dividend Equivalents”) or shares of Common Stock (any such shares, “Dividend Shares”). Such determination shall be made not later than December 31 of the year prior to any year for which a record date occurs during any such amounts are payable; provided that, for any such amounts payable for the Restriction Periodyear in which the Grant Date occurs, Participant such determination shall be credited with a made not later than 30 days following the Grant Date. (b) The amount of any Cash Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments shall equal the amount of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units the cash dividend that the Participant would have received on the date that undistributed RSU Shares and, if applicable, the undistributed Dividend Shares had such Shares been distributed to the Participant as of the applicable dividend or distribution is made record date. Any such Cash Dividend Equivalent shall be paid to the Company’s shareholders, based Participant on or within 30 days after the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in date on which the number of Units determined by dividing the applicable dividend is paid. (c) The aggregate value of the Dividend Equivalents by the Fair Market Value of any Dividend Shares as of the Stock applicable dividend record date shall equal the amount of the cash dividend that the Participant would have received on the undistributed RSU Shares and, if applicable, the undistributed Dividend Shares had such date (rounded Shares been distributed to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreementsuch record date. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same The terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; providedSections 2, however3 and 7 relating to vesting, forfeiture and distribution that if apply to the Award vests after the RSUs outstanding as of such record date for, but before the payment date of, a dividend, then the Dividend Equivalents related shall apply also to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividendDividend Shares.

Dividend Equivalents. Subject In the event the Company declares a cash or stock dividend on its Common Stock prior to this Paragraph 6the earlier of the date the Award is settled in full or terminates, dividend equivalents may be credited in respect of any outstanding Units. Such dividend equivalents may be paid in cash or converted as of the date the Restricted Period expires and lapses (or, in the event vesting of the Units accelerates in connection with Retirement, as of the date the Restricted Period would have otherwise lapsed in accordance with the vesting schedule set forth in the Notice) (the “Conversion Date”) into Shares, the number of which shall be determined as follows: (1) if the Company declares and pays a cash dividend, the number of additional Shares that will be issuable upon the Conversion Date shall be equal to the quotient obtained by dividing (i) the aggregate amount or value of the dividends paid with respect to that number of Shares equal to the number of Units subject to the Award as of the date or dates the dividends for which were paid by the Company to the Company’s shareholders by (ii) the Fair Market Value per Share on the Conversion Date, rounded down to the nearest whole Share; or (2) if the Company declares and pays a record date occurs during stock dividend, the Restriction Period, Participant number of additional Shares that will be issuable upon the Conversion Date shall be credited with a Dividend Equivalent equal to the number of Shares distributed with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments the Shares underlying the Units as of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that or dates the applicable dividend or distribution is made dividends were paid by the Company to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded down to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents Share. The dividend equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to all of the terms and conditions of the Award, including that the dividend equivalents will vest and become payable upon the same terms and conditions, and shall vest or be forfeited (as applicable) at the same timetime as the Units to which they relate. Notwithstanding the foregoing, upon the same conditions, and Company currently intends to pay dividend equivalents based on cash dividends earned on actual Shares held in trust for the holders of Restricted Stock Units in Canada (“Canada Dividend Equivalents”) in lieu of any dividend equivalents determined as described in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the immediately preceding paragraph. Canada Dividend Equivalents related to such dividend and to Units vesting on the vesting date generally will be paid once per calendar year to eligible holders of Units in cash Canada who have not yet had a Separation from Service. If the Company determines to pay Canada Dividend Equivalents and Grantee is otherwise eligible and has not had a Separation from Service as of the payment date, the Company will pay Canada Dividend Equivalents to Grantee on a pro rata basis compared to other recipients of Canada Dividend Equivalents as of the same payment date. The value of a Canada Dividend Equivalent may be more or in Stockless than the value of a dividend equivalent calculated pursuant to the immediately preceding paragraph. The Company reserves the right not to pay Canada Dividend Equivalents, or any dividend equivalents, in the its sole discretion of the Company, as soon as practicable following the payment date for such dividenddiscretion.

Dividend Equivalents. Subject Until the date on which the RSUs are settled for Shares (or cash in the case of RSUs deferred under the Company’s Executive Deferred Compensation Plan), and pursuant to the terms and conditions of this Paragraph 6Agreement, the Grantee will be credited on the books and records of the Company with respect an amount per each RSU equal to the amount per share of any cash dividends for which declared by the Board of Directors of the Company with a record date occurs during on or after the Restriction Period, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units Grant Date on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value outstanding common stock of the Company (each, a “Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the CompanyEquivalent”); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such . Such Dividend Equivalents will be credited in the form of an additional number of RSUs and the Target Number of RSUs shall be adjusted by each additional RSU credited to Participant as a cash value based the Grantee pursuant to the Dividend Equivalents. The additional number of RSUs will be equal to the aggregate amount of Dividend Equivalents credited under this Agreement on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held respective dividend payment date divided by the Company (without interest) subject average of the high and low prices per share of common stock on the respective dividend payment date. The RSUs attributable to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall will be subject to either settled or forfeited, as appropriate, under the same terms and conditionsconditions that apply to the other RSUs under this Award Agreement, and including the achievement of the Performance Goals. For the avoidance of doubt, if the Grantee defers settlement of any portion of the RSUs pursuant to the Executive Deferred Compensation Plan, then, during the deferral period, the Grantee’s stock account under the Executive Deferred Compensation Plan shall vest continue to be credited with Dividend Equivalents pursuant to this Section 8 until such deferred RSUs are settled for Shares or be forfeited (cash, as applicable) at , under the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion terms of the Company, as soon as practicable following the payment date for such dividendExecutive Deferred Compensation Plan.

Dividend Equivalents. Subject (a) The Company shall determine whether, if any cash dividends (whether regular or extraordinary) are paid on shares of Common Stock during any year in which any of the Qualified Free Shares remain outstanding, the Participant shall be eligible to this Paragraph 6, receive any amounts with respect to such cash dividends and, if so, whether such amounts shall be payable in cash (any such amounts, “Cash Dividend Equivalents”) or shares of Common Stock (any such shares, “Dividend Shares”). Such determination shall be made not later than December 31 of the year prior to any year for which a record date occurs during any such amounts are payable; provided that, for any such amounts payable for the Restriction Periodyear in which the Grant Date occurs, Participant such determination shall be credited with a made not later than 30 days following the Grant Date. (b) The amount of any Cash Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments shall equal the amount of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units the cash dividend that the Participant would have received on the date that undistributed Qualified Free Shares and, if applicable, the undistributed Dividend Shares had such Shares been distributed to the Participant as of the applicable dividend or distribution is made record date. Any such Cash Dividend Equivalent shall be paid to the Company’s shareholders, based Participant on or within 30 days after the date on which the applicable dividend is paid. (c) The aggregate Fair Market Value of any Dividend Shares as of the applicable dividend record date shall equal the amount of the cash dividend that the Participant would have received on the Target Award Units undistributed Qualified Free Shares and, if applicable, the undistributed Dividend Shares had such Shares been distributed to the Participant as of such record date. The terms set forth in Sections 2 and 3 relating to vesting, forfeiture and distribution that apply to the Qualified Free Shares outstanding as of such record date shall apply also to such Dividend Shares. (d) For avoidance of any Dividend Equivalent Units resulting from prior reinvestments doubt, it is specified that (i) the distribution of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be being paid in cash or in shares of Common Stock, in shall not modify and/or substitute the sole discretion number of shares underlying the CompanyQualified Free Share Award as originally determined upon Grant Date and (ii) such Dividend Equivalents shall not be treated as Qualified Free Shares for social security and income tax purposes, as soon as practicable following so that the Participant remains liable for bearing the related costs arising notably upon payment date for such dividenddate.

Dividend Equivalents. Subject to this Paragraph 6, a. If during the period the Employee holds any Restricted Units awarded hereby the Company pays a dividend in cash with respect to dividends for which a record date occurs during the Restriction Period, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholdersoutstanding shares of Stock (a “Cash Dividend”), based then the Company will credit to an account established for the Employee by the Company under the Plan (the “Account”) an amount equal to the product of (i) the Restricted Units awarded hereby that have not been forfeited to the Company or exchanged by the Company for shares of Stock or cash and (ii) the amount of the Cash Dividend paid per share of Stock (the “Dividend Equivalent Credit”). The Company shall pay to the Employee, in cash, an amount equal to the Dividend Equivalent Credit credited to the Account with respect to a Restricted Unit on the Target Award date the Forfeiture Restrictions applicable to such Restricted Unit lapse (and in no case later than the end of the calendar year in which the Forfeiture Restrictions applicable to such Restricted Unit lapse or, if later, the fifteenth (15th) day of the third month following the date the Forfeiture Restrictions applicable to such Restricted Unit lapse). b. If during the period the Employee holds any Restricted Units awarded hereby the Company pays a dividend in shares of Stock with respect to the Company’s outstanding shares of Stock, then the Company will increase the Units awarded hereby that have not then been exchanged by the Company for shares of Stock by an amount equal to the product of (i) the Restricted Units awarded hereby that have not been forfeited to the Company or exchanged by the Company for shares of Stock or cash and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in (ii) the number of Units determined by dividing the aggregate value shares of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held paid by the Company per share of Stock (without interest) subject to this Agreementcollectively, the “Stock Dividend Restricted Stock Units”). Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Each Stock Dividend Equivalent Units.” Dividend Equivalents shall Restricted Stock Unit will be subject to same Forfeiture Restrictions and other restrictions, limitations and conditions applicable to the same terms Restricted Unit for which such Stock Dividend Restricted Stock Unit was awarded and conditions, and shall vest or will be forfeited (as applicable) exchanged for shares of Stock at the same time, upon time and on the same conditions, and in the same proportion, basis as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividendRestricted Unit.

Dividend Equivalents. Subject Each RSU granted hereunder that becomes a Performance Vested RSU is hereby granted in tandem with a corresponding Dividend Equivalent, which Dividend Equivalent shall remain outstanding from the Grant Date until the earlier of the payment or forfeiture of the RSU to this Paragraph 6which it corresponds. Pursuant to each outstanding Dividend Equivalent, with respect to dividends each dividend paid by the Company with respect to the Performance Period (or, solely for which a record purposes of Section 6(b)(ii) below, with respect to the period commencing on the first day of the Performance Period and ending on the date occurs during of the Restriction PeriodParticipant’s death), the Participant shall be credited with a entitled to receive payment equal to the amount of such dividend, if any, on the Shares underlying the Performance Vested RSU to which such Dividend Equivalent with respect relates, payable in the same form and amounts as dividends paid to each outstanding Restricted Stock Unitholder of a Share. Each such payment shall be made no later than thirty (30) days following the applicable dividend payment date, provided that no such payments shall be made prior to the date on which the Performance Vested RSU becomes a Performance Vested RSU, and any Dividend Equivalent payments that would have been made prior to such date had the Performance Vested RSU been a Performance Vested RSU, plus (or minus) the amount of gain (or loss) on such amounts had they been reinvested in Common Stock on the date on which the corresponding dividend was paid (at a price equal to the closing price of the Common Stock on the applicable dividend payment date), shall be paid in a single lump sum no later than sixty (60) days following the date on which the Performance Vested RSU becomes a Performance Vested RSU (such payment date, the “Accumulated Dividend Payment Date”). Dividend Equivalents shall not entitle the Participant to any payments relating to dividends paid after the earlier to occur of the payment or forfeiture of the Performance Vested RSU underlying such Dividend Equivalent, and the Participant shall not be entitled to any Dividend Equivalent payment with respect to any related RSU that does not become a Performance Vested RSU. In addition, notwithstanding the foregoing, in the event of the Participant’s Termination of Service for any reason following the Accumulated Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will Payment Date, the Participant shall not be deemed entitled to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from payments with respect to dividends declared prior reinvestments to the date of Dividend Equivalents, in the number of Units determined by dividing the aggregate value such termination on Shares underlying RSUs which are unvested as of the date of such termination (after taking into account any accelerated vesting that occurs in connection with such termination). Dividend Equivalents by and any amounts that may become distributable in respect thereof shall be treated separately from the Fair Market Value RSUs and the rights arising in connection therewith for purposes of the Stock on such date (rounded to the nearest thousandth designation of a whole Unit or as otherwise reasonably determined time and form of payments required by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) 409A of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent UnitsCode.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.

Dividend Equivalents. Subject to this Paragraph 6Before the Option Shares vest, with respect to dividends for which a record date occurs during the Restriction Period, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be earned based on the number of Option Shares and will be deemed to be reinvested invested in Restricted phantom shares of Stock Units on (which will also earn Dividend Equivalents). Accrued Dividend Equivalents (as adjusted for the date that performance of the applicable dividend or distribution is made Stock and the reinvestment of Dividend Equivalents in phantom shares) will be paid to you in cash net of minimum statutory withholdings, when you vest in the Company’s shareholdersOption Shares. Once the Option Shares are vested, Dividend Equivalents will be paid to you in cash currently net of minimum statutory withholdings based on the Target Award Units number of Option Shares still outstanding. See "Dividend Equivalents" in the Agreement for more information. Option Shares are subject to forfeiture upon your termination of Service in accordance with the Agreement and the Plan. Vesting of Option Shares is subject to your continued Service. Optionee: Company: Title: Attachment This is not a stock certificate or a negotiable instrument. Nonqualified Stock Option This option is not intended to be an incentive stock option under Section 422 of the Internal Revenue Code and will be interpreted accordingly. Vesting This option is only exercisable before it expires and then only with respect to the vested portion of the option. Subject to the preceding sentence, you may exercise this option, in whole or in part, to purchase a whole number of vested shares not less than 100 shares, unless the number of shares purchased is the total number available for purchase under the option, by following the procedures set forth in the Plan and below in this Agreement. Your right to purchase shares of Stock under this option vests as to 100% of the Option Shares indicated on the cover sheet on the Vesting Date shown on the cover sheet, provided you then continue in Service. No shares of Stock will vest after your Service has terminated for any reason. Notwithstanding the forgoing, 100% of the Option Shares shall become vested upon your Involuntary Termination within one year following a Corporate Transaction. For the purpose of this Agreement, "Involuntary Termination" means a termination of your Service by the Company without Cause or a termination of your Service by you for Good Reason. Good Reason shall be determined by the Board and shall mean, unless otherwise provided in an applicable agreement between you and the Company or an Affiliate, without your consent: (i) any material diminution of your duties or responsibilities (except in each case in connection with the termination of the your employment for Cause or as a result of your death or Disability), or the assignment to you of duties or responsibilities that are materially inconsistent with your then position; or (ii) a relocation by the Company of your office as of the Grant Date to a location more than 50 miles from the location of such office, other than on a temporary basis not to exceed a period equal to two calendar months. Dividend Equivalents You will be entitled to a cash payment (the "Dividend Equivalent") based on the amount of any cash dividends paid by the Company on the Stock after the Grant Date and prior to the earlier of your termination of Service and the termination of the option. The Dividend Equivalent Units resulting from prior reinvestments will be calculated as the product of: (a) the number of shares remaining subject to the option as of the ex-dividend date for the Stock times (b) the per share cash dividend amount paid to holders of the Stock. The Company will credit the Dividend Equivalent to you in the following manner: While your option is unvested, Dividend Equivalents will be earned based on the number of Option Shares, and deemed invested in phantom shares of Company Stock at the closing price of the Company Stock on the dividend payment date. The phantom shares shall themselves be credited with dividend equivalents at the same time, and in the same amount, as cash dividends are paid on the Stock. The total value of credited Dividend Equivalents, as adjusted for the performance of Company Stock (including the deemed payment and reinvestment of dividends on the phantom shares), will be paid to you in cash at such time as your option becomes vested. The payment of Dividend Equivalents cash value is subject to withholding tax at the statutory minimum level. Once your option becomes vested, Dividend Equivalents will be paid to you with regard to the unexercised portion of your option (determined as of the ex-dividend date) in the number of Units determined by dividing same amount and at the aggregate value same time as cash dividends are paid to the holders of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such 's common stock. No Dividend Equivalents will be credited to Participant as a cash value or paid following the termination of your option. In addition, no Dividend Equivalents will be credited or paid based on dividends that have an ex-dividend date that is later than the Target Award Units and date on which your Service terminates for any Dividend Equivalent Units resulting from prior reinvestments reason. Term Your option will expire in any event at the close of Dividend Equivalentsbusiness at Company headquarters on the Option Expiration Date shown on the cover sheet. Your option will expire earlier (but never later) if your Service terminates, which cash value shall be held by the Company as described below. Regular Termination If your Service terminates for any reason, other than: (without interesti) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” your death, (ii) your Disability or (iii) Cause, then if your option is unvested it will expire immediately (accrued Dividend Equivalents shall be subject to the same terms will also expire immediately) and conditionsif your option is vested, and shall vest or be forfeited (as applicable) it will expire at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting close of business at Company headquarters on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend90th day after your termination date.

Dividend Equivalents. Subject to As of the Date of Grant above, this Paragraph 6, with respect to dividends for which grant of Restricted Stock Units also includes a record date occurs during the Restriction Period, Participant shall be credited with a tandem grant of Dividend Equivalent Equivalents with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments share of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made granted to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments you pursuant to Section 1 of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company)this Agreement; provided, however, that if you shall not receive Dividend Equivalents cannot be reinvested in Units due for any distributions made with respect to a share of Stock prior to the operation of Section 3(a) satisfaction of the PlanPerformance Vesting Requirement (as defined below). In the event that the Performance Vesting Requirement is satisfied prior to the Vesting Date, such you shall receive Dividend Equivalents will for any distributions made with respect to a share of Stock for the period of time between the day the attainment of the Performance Vesting Requirement occurs and the Vesting Date, taking into account that an adjustment shall be credited made to Participant the number of Dividend Equivalents granted to you to reflect any adjustments made to your Executive (2017): Restricted Stock Units pursuant to Section 3(b) below. All Dividend Equivalents granted on and after the Date of Grant shall carry identical vesting restrictions as a cash value based on shall be attached to the Target Award Restricted Stock Units and any Dividend Equivalent Units resulting from prior reinvestments of giving rise to such Dividend Equivalents, which cash value shall be held by thus, if the Company (without interest) subject Performance Vesting Requirement is not satisfied, all rights to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall immediately cease. If a Restricted Stock Unit is forfeited, your tandem Dividend Equivalents with respect to such Restricted Stock Units shall automatically terminate at that time. Any Dividend Equivalents payment will be subject made on or promptly following the date on which the dividends are otherwise paid to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Awardholders of Stock; provided, however, that if in no event shall the Award vests after dividend payment be made later than 30 days following the record date for, but before on which the payment date of, a dividend, then the Dividend Equivalents related to Company pays such dividend and to Units vesting on the vesting date will be paid in cash or in holders of Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.

Dividend Equivalents. Subject Each RSU granted hereunder that becomes a Performance Vested RSU is hereby granted in tandem with a corresponding Dividend Equivalent, which Dividend Equivalent shall remain outstanding from the Grant Date until the earlier of the payment or forfeiture of the RSU to this Paragraph 6which it corresponds. Pursuant to each outstanding Dividend Equivalent, with respect to dividends for which a record date occurs during each dividend paid by the Restriction Company with respect to the Performance Period, the Participant shall be credited with a entitled to receive payment equal to the amount of such dividend, if any, on the Shares underlying the Performance Vested RSU to which such Dividend Equivalent with respect relates, payable in the same form and amounts as dividends paid to each outstanding Restricted Stock Unitholder of a Share. Each such payment shall be made no later than thirty (30) days following the applicable dividend payment date, provided that no such payments shall be made prior to the date on which the Performance Vested RSU becomes a Performance Vested RSU, and any Dividend Equivalent payments that would have been made prior to such date had the Performance Vested RSU been a Performance Vested RSU, plus (or minus) the amount of gain (or loss) on such amounts had they been reinvested in Common Stock on the date on which the corresponding dividend was paid (at a price equal to the closing price of the Common Stock on the applicable dividend payment date), shall be paid in a single lump sum no later than sixty (60) days following the date on which the Performance Vested RSU becomes a Performance Vested RSU (such payment date, the “Accumulated Dividend Payment Date”). Dividend ​ ​ Equivalents shall not entitle the Participant to any payments relating to dividends paid after the earlier to occur of the payment or forfeiture of the Performance Vested RSU underlying such Dividend Equivalent, and the Participant shall not be entitled to any Dividend Equivalent payment with respect to any related RSU that does not become a Performance Vested RSU. In addition, notwithstanding the foregoing, in the event of the Participant’s Termination of Service for any reason following the Accumulated Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will Payment Date, the Participant shall not be deemed entitled to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from payments with respect to dividends declared prior reinvestments to the date of Dividend Equivalents, in the number of Units determined by dividing the aggregate value such termination on Shares underlying RSUs which are unvested as of the date of such termination (after taking into account any accelerated vesting that occurs in connection with such termination). Dividend Equivalents by and any amounts that may become distributable in respect thereof shall be treated separately from the Fair Market Value RSUs and the rights arising in connection therewith for purposes of the Stock on such date (rounded to the nearest thousandth designation of a whole Unit or as otherwise reasonably determined time and form of payments required by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) 409A of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent UnitsCode.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.

Dividend Equivalents. Subject to this Paragraph 6, with respect to dividends for which (a) On a record date occurs during the Restriction Period, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed January 2009 to be reinvested in Restricted Stock Units on determined by the date that Company (the applicable dividend or distribution is made to “Money Payment Date”), the Company’s shareholders, based on Company will pay the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments Holder an amount of money (“Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by ”) equal to the Fair Market Value on the Money Payment Date of a number of shares of Common Stock equal to the aggregate number of hypothetical shares of Common Stock (“Hypothetical Shares”) that would have been credited to the Holder on the Money Payment Date if on each date on which a dividend (other than a Common Stock dividend) was paid to the holders of Common Stock the record date of which fell during calendar year 2008 and for which record date Dividend Equivalents were not payable in 2008 (within the meaning of paragraph .02 of §3 of Notice 2006-79 as modified by Section 3.01(B)(1) of Notice 2007-86) pursuant to the RSU Agreement (each date on which such a dividend was paid to the holders of Common Stock being hereafter referred to as a “2008 Dividend Payment Date”), the Company had credited the Holder on its books with a number of Hypothetical Shares determined in accordance with the following formula: in which “A” equals (I) plus (II) where (I) is the number of the Restricted Stock Units (if any) that pursuant to the RSU Agreement as in effect before January 1, 2009 were neither forfeited nor paid on or before the dividend record date applicable to such 2008 Dividend Payment Date, and (II) is the aggregate number of Hypothetical Shares (if any) that the Company would have credited to the Holder pursuant to this sentence before such 2008 Dividend Payment Date, “B” equals the dividend per share paid on such 2008 Dividend Payment Date, and “C” equals the Fair Market Value per share of Common Stock on such date (rounded 2008 Dividend Payment Date. However, if a dividend is paid in property other than cash or Common Stock, the number of Hypothetical Shares credited to the nearest thousandth Holder in respect of such dividend pursuant to the preceding sentence shall be determined in accordance with the formula set forth above, except that “B” shall equal the fair market value on the 2008 Dividend Payment Date of the property that was paid per share of Common Stock as a whole Unit dividend on such 2008 Dividend Payment Date. (b) On each date on which a dividend (other than a Common Stock dividend) is paid to the holders of Common Stock the record date of which falls during the period commencing on January 1, 2009 and ending on the first date on which all of the Restricted Stock Units have either been forfeited pursuant to Section 5 or paid pursuant to Section 6 of the RSU Agreement as otherwise reasonably in effect from time to time on or after the Grant Date (a “Dividend Payment Date”), the Company shall pay the Holder an amount of money (also “Dividend Equivalents”) determined by multiplying (i) the Company); providednumber of the Restricted Stock Units (if any) that were neither forfeited nor paid on or before such dividend record date, howevertimes (ii) the dividend per share paid on such Dividend Payment Date. However, if the dividend is paid in property other than cash or Common Stock, the amount of money to be paid to the Holder in respect of such dividend shall be determined by multiplying (A) the number of the Restricted Stock Units (if any) that if were neither forfeited nor paid on or before such dividend record date, times (B) the fair market value on such Dividend Payment Date of the property that was paid per share of Common Stock as a dividend on such Dividend Payment Date. For the avoidance of doubt, the Holder’s entitlement to be paid Dividend Equivalents cannot be reinvested in Units due pursuant to the operation first or second sentence of this Section 3(a2(b) is contingent on the Holder’s service as a director of the Plan, Company continuing until the record date of such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall except that if a dividend record date occurs after Restricted Stock Units become non-forfeitable within the meaning of Section 4 and before shares are delivered in payment of such Restricted Stock Units pursuant to Section 6, the Holder’s entitlement to be held by paid Dividend Equivalents for such record date pursuant to the first or second sentence of this Section 2(b) in respect of the Restricted Stock Units that became non-forfeitable within the meaning of Section 4 is contingent on the Holder’s service as a director of the Company (without interest) subject to this Agreement. Any continuing until the date on which such Restricted Stock Units resulting from became non-forfeitable within the deemed reinvestment meaning of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent UnitsSection 4.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.

Dividend Equivalents. Subject (a) Each Restricted Stock Unit granted pursuant to this Paragraph 6, Agreement is granted in tandem with respect a right to receive a cash payment in an amount equal to the aggregate amount of dividends paid by the Company for which any dividend with a record date that occurs during the Restriction Period, Performance Period that would have been payable to the Participant shall be credited with had the Participant held a Dividend Equivalent with respect number of shares of Class A Common Stock on such record date equal to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments the number of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units are earned and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends vest in accordance with this Paragraph 6 are referred to herein as Section 2.2 (a “Dividend Equivalent”). Each Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms performance requirements and conditionsvesting conditions as the underlying Restricted Stock Unit. Each Dividend Equivalent shall remain outstanding from the Award Date until the earlier of the applicable vesting date or forfeiture of the underlying Restricted Stock Unit. Payment with respect to a vested 8 Dividend Equivalent shall be made in a single lump sum cash payment reasonably promptly after the date of any such vesting (and in all events not later than two and one-half (2-1/2) months after such vesting date), provided that the exact payment date shall be determined by the Company in its sole discretion (and the Participant shall not have a right to designate the time of payment). (b) Dividend Equivalents shall not entitle the Participant to any payments relating to dividends with a record date that occurs after the earlier of the payment or forfeiture of the Class A Common Stock underlying such Dividend Equivalent, and the Participant shall not be entitled to any Dividend Equivalent payment with respect to any Restricted Stock Unit that is not earned or does not vest or be forfeited in accordance with Section 2.2. (as applicablec) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the The Dividend Equivalents related to such dividend and to any amounts that may become payable in respect thereof shall be treated separately from the Restricted Stock Units vesting on and the vesting date will be paid rights arising in cash or in Stock, in the sole discretion connection therewith for purposes of Section 409(A) of the Company, as soon as practicable following the payment date for such dividendCode.

Dividend Equivalents. Subject Each Performance Unit granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent, which Dividend Equivalent shall remain outstanding from the Grant Date until the earlier of the payment or forfeiture of the Performance Unit to which it corresponds (the “Dividend Equivalent Period”). Each Dividend Equivalent shall entitle you to receive payments, subject to and in accordance with this Paragraph 6Award Notice, in an amount equal to each dividend (including any extraordinary or other non-recurring dividend), in each case, that (a) is made by the Company in respect of the share of Common Stock underlying the Earned Unit to which such Dividend Equivalent relates, and (b) has an applicable Dividend Date (as defined below) occurring during the Dividend Equivalent Period. Such amounts (if any) shall be payable no later than thirty (30) days following the date on which such dividends are paid generally to the Company’s stockholders; provided, that no such payments shall be made prior to the date on which the Earned Unit becomes an Earned Unit, and any Dividend Equivalent payments that would have been made prior to the date on which the Earned Unit becomes an Earned Unit shall be paid in a single lump sum no later than sixty (60) days following the date on which the Earned Unit becomes an Earned Unit. Notwithstanding the foregoing, upon the payment of an Earned Unit or forfeiture of a Performance Unit, the Dividend Equivalent granted in tandem with such paid Earned Unit or forfeited Performance Unit, as applicable, and the Dividend Equivalent Period shall terminate with respect to such Earned Unit or Performance Unit, as applicable. For the avoidance of doubt, a Dividend Equivalent will only entitle you to payments relating to dividends with an applicable Dividend Date occurring between the Grant Date and the date on which you receive payment in respect of the Earned Unit to which it corresponds in accordance with Section 8 below (or, if earlier, the date on which you forfeit the Performance Unit to which it corresponds), and you shall not be entitled to any Dividend Equivalent payment with respect to any Performance Unit that does not become an Earned Unit. The Dividend Equivalents and any amounts that may become distributable in respect thereof shall be treated separately from the Performance Units and the rights arising in connection therewith for purposes of Section 409A of the Code (including for purposes of the designation of the time and form of payments required by Section 409A of the Code). For purposes of this Notice, “Dividend Date” shall mean, with respect to dividends for which a record date occurs during the Restriction Period, Participant shall be credited with a Dividend Equivalent with any dividend made in respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Common Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for preceding the ex-dividend date applicable to such dividend.

Dividend Equivalents. Subject The Executive shall be eligible to this Paragraph 6, receive Dividend Equivalents (as defined in the Plan) with respect to dividends for which a record date occurs during the Restriction PeriodAward (the “Dividend Equivalent PRSUs”). Subject to subsection (b), Participant below, the amount of the Dividend Equivalent PRSUs shall be credited determined as of the Vesting Date (or, if earlier, the date the Award is distributed to Executive pursuant to Section 5 of this Agreement) and shall be distributed in accordance with a the terms of this Agreement. For purposes of determining the amount of Dividend Equivalent PRSUs (and subject to subsection (b), below): (i) an amount representing dividends payable on the number of shares of Common Stock equal to (A) the number of Performance Period PRSUs and (B) Fiscal Year PRSUs with respect to each outstanding Restricted fiscal years beginning on or prior to the dividend record date shall be deemed reinvested in Common Stock Unit, and credited as additional PRSUs as of the dividend payment date; and (ii) (A) with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited the Performance Period PRSUs, the Company’s performance will be deemed to be reinvested Outstanding, (B) with respect to the Fiscal Year PRSUs for the fiscal year in Restricted Stock Units on which the dividend record date that the applicable dividend or distribution is made to occurs, the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded performance level will be deemed to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company)be Outstanding; provided, however, that if Dividend Equivalents cannot be reinvested in Units due the event the Company’s performance level is Marginal or below in any fiscal year that ends prior to the operation of Section 3(adividend record date, the Company’s performance for the fiscal year in which the dividend record date occurs shall be deemed to be Superior, and (C) of with respect to the PlanFiscal Year PRSUs for the fiscal years ending prior to the fiscal year in which the dividend record date occurs, such Dividend Equivalents the Company’s performance will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date actual results for such dividendprior fiscal years.

Dividend Equivalents. Subject (a) Each Notional Unit granted hereunder is hereby granted in tandem with corresponding a Dividend Equivalent, which shall entitle the Grantee to receive payment described in this Paragraph 6, with Section 4. The Dividend Equivalents and any amounts that may become payable in respect to dividends for which a record date occurs during the Restriction Period, Participant thereof shall be credited treated separately from the Notional Units and the rights arising in connection therewith for purposes of Section 409A (including for purposes of the designation of the time and form of payments required by Section 409A). Upon the forfeiture of any Notional Unit (including, without limitation, in connection with a settlement thereof in Restricted Shares as described above), the Dividend Equivalent with respect to such forfeited Notional Unit shall also be forfeited. (b) Upon the grant of Common Shares pursuant to Section 2(b)(ii), the Grantee shall be entitled to receive, for each outstanding Common Share granted, an amount equal to the per share amount of all dividends declared with respect to Common Shares with an ex-dividend date on or after the Grant Date to and including the Share Issuance Date. After the date of grant of the Common Shares pursuant to Section 2(b)(ii), the holder of such Common Shares shall be entitled to receive dividends in the same manner as dividends are paid to all other holders of Common Shares. (c) Upon the grant of Common Shares pursuant to Section 2(b)(iii), the Grantee shall be entitled to receive, for each Common Share granted, an amount equal to the per share amount of all dividends declared with respect to Common Shares with an ex-dividend date on or after the Grant Date to and including the date of the Change in Control. After the date of grant of the Common Shares pursuant to Section 2(b)(iii), the holder of such Common Shares shall be entitled to receive dividends in the same manner as dividends are paid to all other holders of Common Shares. (d) Upon grant of the Restricted Stock UnitShares pursuant to Section 3(a), and the Grantee shall be entitled to receive, for each of the Restricted Shares (whether vested or unvested), an amount in cash equal to the per share amount of all dividends declared with respect to the Common (e) Except as provided in this Section 4, the Grantee shall not be entitled to receive any payments in lieu of or in connection with dividends with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments Notional Units and/or Restricted Shares. For the avoidance of doubt, the Grantee shall not be entitled to any payment in respect of Dividend Equivalents to the extent he has received a dividend in respect of the Restricted Shares or Common Shares underlying the Notional Units corresponding with such Dividend Equivalents. 5. Restrictions on Transfer. The Notional Units and Dividend Equivalents may not be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of, encumbered, whether voluntarily or by operation of law (each such action, “Transfer”). The Restricted Shares may not be Transferred, unless and until such Restricted Shares have been granted and have fully vested. Neither the Notional Units, the Restricted Shares nor any interest or right therein shall be liable for the debts, contracts or engagements of the Grantee or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no force or effect, except to the extent that such disposition is permitted by the preceding sentence. 6. Changes in Capital Structure. In addition to any actions by the Committee permitted under Section 11.3 of the Plan, if (a) the Company shall at any time be involved in a merger, consolidation, dissolution, liquidation, reorganization, exchange of shares, sale of all or substantially all of the assets or shares of the Company or a transaction similar thereto, (b) any stock dividend, stock split, reverse stock split, stock combination, reclassification, recapitalization, significant repurchases of shares or other similar change in the capital structure of the Company, or any distribution to holders of Common Shares other than regular cash dividends, shall occur, or (c) any other event shall occur for which, in its sole discretion, the Committee determines action by way of adjusting the terms of the Award is necessary or appropriate, then the Committee shall take such action as in its sole discretion shall be necessary or appropriate to maintain the Grantee’s rights hereunder so that they are substantially proportionate to the rights existing under this Agreement prior to such event, including, without limitation, adjustments in the number and/or terms and conditions of the Notional Units, Dividend Equivalents or Restricted Shares, Common Share Price, Total Return to Shareholders and payments to be made pursuant to Section 4. The Grantee acknowledges that the Notional Units and Restricted Shares are subject to amendment, modification and termination in certain events as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units Section 6 and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) 11.3 of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units7.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.

Dividend Equivalents. Subject If the Company declares one or more cash or stock dividends on the Shares during the period commencing on the Grant Date and ending on and including the day immediately preceding the day on which the Shares subject to this Paragraph 6Agreement are issued to you, with respect then, on the date each such dividend is paid to dividends for which a record date occurs during the Restriction Periodholders of Shares, Participant you shall be credited with a dividend equivalent units (“Dividend Equivalent Units”) in accordance with the following: (a) If a dividend with respect to each outstanding Restricted Stock Unitthe Shares is payable in cash, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments then, as of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholderspayment date, based on the Target Award Units and any you shall be credited with that number of Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth whole unit) equal to (i) the amount of the cash dividend payable with respect to a Share, multiplied by (ii) the number of Target Shares indicated as “Number of Target Shares” set forth above (or, if the dividend payment date occurs after the Committee has determined the number of Shares that are eligible to vest in accordance with Appendix A or Section 10, as applicable, such number of Shares that are eligible to vest), divided by (iii) the closing price of a whole Unit or as otherwise reasonably determined by Share on the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due dividend payment date. (b) If a dividend with respect to the operation of Section 3(a) Shares is payable in Shares, then, as of the Plandividend payment date, such Dividend Equivalents will you shall be credited to Participant as a cash value based on the Target Award Units and any with that number of Dividend Equivalent Units resulting from prior reinvestments (rounded to the nearest whole unit) equal to (i) the number of Dividend EquivalentsShares distributed in the dividend with respect to a Share, which cash value shall be held multiplied by (ii) the Company number of Target Shares indicated as “Number of Target Shares” set forth above (without interest) subject or, if the dividend payment date occurs after the Committee has determined the number of Shares that are eligible to this Agreement. Any Units resulting from the deemed reinvestment of dividends vest in accordance with this Paragraph 6 Appendix A or Section 10, as applicable, such number of Shares that are referred eligible to herein as “vest). Any such Dividend Equivalent Units.” Dividend Equivalents Units credited hereunder shall be subject to the same terms and conditions, conditions which apply to the underlying Shares to which they relate and shall vest and settle, or be forfeited (forfeited, as applicable) , at the same time, upon the same conditions, time and in the same proportion, manner as the Target Award Units set forth underlying Shares to which they relate. The foregoing does not obligate the Company to pay dividends on the Shares and nothing in the Plan or in this Award; providedAgreement shall be interpreted as creating such an obligation. Notwithstanding anything to the contrary in this Agreement, however, that if the Award vests after the Shares subject to this Agreement are scheduled to vest and settle between a dividend record date for, but before the and a dividend payment date of, a dividenddate, then the Dividend Equivalents related Equivalent Units with respect to such dividend shall be credited and paid to Units vesting you on the vesting date will be paid in cash or in Stock, in earlier of (x) the sole discretion of the Company, as soon as practicable following the dividend payment date for such dividenddividend and (y) March 15th following the date on which the underlying Shares to which the Dividend Equivalent Units relate vest.

Dividend Equivalents. Subject to this Paragraph 6(a) If the Company declares a cash dividend on its shares and the Recipient is not an officer of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (“Section 16 Officer”), as of such dividend payment date, the Recipient will accrue dividend equivalents with respect to the Award. Dividend equivalents represent the right to receive additional shares of Common Stock in the future, subject to the terms and conditions of this Agreement. Dividend equivalents will be determined based on the dividends for which that the Recipient would have received, had the Recipient held shares of Common Stock equal to the vested number of Restricted Stock Units from the Grant Date until the earlier to occur of the applicable vesting date or the date of a record Change in Control, and assuming that the dividends were reinvested in Common Stock (and any dividends on such shares were reinvested in Common Stock). The dividend equivalents will be subject to the same transfer restrictions and forfeiture and vesting conditions as specified in this Agreement. (b) If the Company declares a cash dividend on its shares and the Recipient is a Section 16 Officer as of such dividend payment date, then, on the payment date occurs during of the Restriction Perioddividend, Participant shall the Recipient will be credited with a Dividend Equivalent with respect dividend equivalents equal to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments the amount of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in cash dividend per share multiplied by the number of Restricted Stock Units on the date that the applicable dividend or distribution is made credited to the Company’s shareholders, based on Recipient through the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded record date. The dollar amount credited to the nearest thousandth of a whole Unit or as otherwise reasonably determined by Recipient under the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents preceding sentence will be credited to Participant as a cash value based an account (“Dividend Account”) established for the Recipient for bookkeeping purposes only on the Target Award Units and any books of the Company. The amounts credited to the Dividend Equivalent Units resulting from prior reinvestments Account will be credited as of the last day of each calendar quarter with interest, compounded quarterly, until the amount credited to the Dividend Equivalents, which cash value shall Account is paid to the Recipient. The rate of interest credited under the previous sentence will be held the prime rate of interest as reported by the Company (without interest) subject to this AgreementWall Street Journal at the close of business of each calendar quarter. Any Units resulting from The balance in the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall Account will be subject to the same terms regarding vesting and conditionsforfeiture as the Recipient’s Restricted Stock Units awarded under the accompanying letter and this document, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash in a single sum at the time that the shares of Common Stock associated with the Recipient’s Restricted Stock Units are delivered (or in Stock, in forfeited at the sole discretion of time that the Company, as soon as practicable following the payment date for such dividendRecipient’s Restricted Stock Units are forfeited).

Dividend Equivalents. Subject Each RSU granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent, which Dividend Equivalent shall remain outstanding from the Grant Date until the earlier of the payment or forfeiture of the RSU to this Paragraph 6which it corresponds (such earlier date, with respect the “Dividend Equivalent Forfeiture Date”). Pursuant to each outstanding Dividend Equivalent, the Participant shall be entitled to receive payments equal to dividends paid, if any, on the Shares underlying the RSU to which such Dividend Equivalent relates during the period beginning on the first date of the Performance Period (as set forth on Exhibit A) and ending on the applicable Dividend Equivalent Forfeiture Date. Each such payment shall be made in cash no later than 30 days following the applicable dividend payment date, provided that no such payments shall be made prior to the date on which the RSU becomes a Performance Vested RSU, and any Dividend Equivalent payments that would have been made prior to such date shall be paid in a single lump sum no later than 60 days following the date on which the RSU becomes a Performance Vested RSU (and in the event such RSU does not become a Performance Vested RSU, the Participant’s right, title or interest in any corresponding Dividend Equivalents also will be forfeited as of the date the RSU is forfeited). Dividend Equivalents shall not entitle the Participant to any payments relating to dividends for which a the record date occurs during after the Restriction Periodpayment of the Performance Vested RSU underlying such Dividend Equivalent, and the Participant shall not be credited with a entitled to any Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and payments with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of RSU that does not become a Performance Vested RSU. Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting amounts that may become distributable in respect thereof shall be treated separately from prior reinvestments of Dividend Equivalents, the RSUs and the rights arising in the number of Units determined by dividing the aggregate value connection therewith for purposes of the Dividend Equivalents designation of time and form of payments required by the Fair Market Value Section 409A of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent UnitsCode.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.

Dividend Equivalents. Subject to this Paragraph 65, Participant shall be credited with Dividend Equivalents with respect to outstanding Restricted Stock Units with respect to dividends for which a record date occurs during prior to the Restriction Periodapplicable vesting date, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to including any related Dividend Equivalent Unit (defined below) Units resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Company’s Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalentsvalue, which cash value shall be held by the Company (without interest) subject to this Agreementhereto. Any The Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as such Dividend Equivalents (“Dividend Equivalent Units.” Dividend Equivalents ”) and, if applicable, cash value resulting from such reinvestment, shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Restricted Stock Units set forth in this Awardto which they relate; provided, however, that if the Award vests a vesting date occurs after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents Equivalent Units related to such dividend and to Units vesting on the such vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.

Dividend Equivalents. Subject to this Paragraph 65, with respect to dividends for which a record date occurs during the Restriction PeriodPeriod applicable to any Units, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, with respect to each vested but not yet distributed Restricted Stock Unit (as contemplated by Paragraph 8(d), and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Dividend Equivalent Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalentsvalue, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 5 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Restricted Stock Units set forth in this Awardto which they relate; provided, however, that (i) if the Award vests Restriction Period for any Restricted Stock Unit ends after the record date for, but before the payment date of, a dividend, then the any Dividend Equivalents related to such dividend and to Units vesting on for which the vesting date Restriction Period is ending will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend, and (ii) if Paragraph 8(d) below is applicable and a record date for any dividend occurs after the applicable vesting date but before the applicable Delivery Date (as defined in Paragraph 8(d) below), then any Dividend Equivalents related to such dividend will be paid in cash or in Stock, in the sole discretion of the Company, on or as soon as practicable following the Delivery Date.

Dividend Equivalents. Subject to this Paragraph 6Until such time as the vested Restricted Units are redeemed, if any dividends are declared with respect to the Common Shares, at the same time that dividends for which are paid with respect to the Common Shares, a cash payment will be paid to the Participant by RAIT equal to the value of the dividends that would have been distributed if the vested Restricted Units credited to the Participant’s Restricted Unit Account at the time of the record date occurs during of the Restriction Periodrelevant dividend were Common Shares. With respect to unvested Restricted Units, Participant an amount equal to the value of the dividends that would have been distributed if the unvested Restricted Units credited to the Participant’s Restricted Unit Account at the time of the record date of the relevant dividend were Common Shares shall be credited with a to the Participant's Dividend Equivalent with respect Account. Within thirty (30) days following the Vesting Date of any unvested Restricted Units, a cash payment will be paid to each outstanding the Participant by RAIT equal to the value of the aggregate amount credited to the Participant's Dividend Equivalent Account for the corresponding unvested Restricted Stock Unit, and Units that vested as of the Vesting Date. No interest shall accrue with respect to any related amounts credited to the Participant's Dividend Equivalent Unit (defined below) resulting from Account. If any unvested Restricted Units terminate for any reason prior reinvestments of to the Vesting Date, the aggregate amount credited to the Dividend Equivalents as provided in Equivalent Account with respect to such unvested Restricted Units shall terminate and the Participant shall not have any rights with respect to any such amounts. Each cash payment pursuant to this Paragraph. All Dividend Equivalents so credited will Paragraph 5 shall be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments as a separate payment for purposes of Dividend Equivalents, in the number of Units determined by dividing the aggregate value section 409A of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent UnitsCode.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.

Dividend Equivalents. Subject The Participant shall be entitled to Dividend Equivalents with respect to the Restricted Stock Units granted pursuant to this Paragraph 6Award. Each Restricted Stock Unit subject to this Award is hereby granted in tandem with a corresponding 023944.008668 23470646.4 Dividend Equivalent, which Dividend Equivalent shall remain outstanding from the Grant Date until the earlier of the settlement or forfeiture of the Restricted Stock Unit to which the Dividend Equivalent corresponds. Each Dividend Equivalent entitles the Participant to receive cash payments, subject to and in accordance with this Agreement, in an amount equal to any cash dividends paid by the Company in respect of the share of Common Stock underlying the Restricted Stock Unit to which such Dividend Equivalent relates. The Company shall establish, with respect to dividends each Restricted Unit, a separate Dividend Equivalent bookkeeping account for such Restricted Stock Unit (a “DE Account”), which a record date occurs during the Restriction Period, Participant shall be credited (without interest) on the applicable dividend payment dates with a Dividend Equivalent an amount equal to any cash dividends paid during the period that such Restricted Unit remains outstanding with respect to each outstanding the share of Common Stock underlying the Restricted Stock Unit to which such Dividend Equivalent relates. Upon the vesting of a Restricted Stock Unit, the Dividend Equivalent (and the DE Account) with respect to any related such vested Restricted Stock Unit shall also become vested. Similarly, upon the forfeiture of a Restricted Stock Unit, the Dividend Equivalent (and the DE Account) with respect to such forfeited Restricted Stock Unit (defined below) resulting from prior reinvestments of shall also be forfeited. Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed shall not entitle the Participant to be reinvested in Restricted Stock Units on any payments relating to cash dividends paid after the earlier to occur of the date that the applicable dividend or distribution Restricted Stock Unit is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends settled in accordance with this Paragraph 6 are referred Section 4 or the forfeiture of the Restricted Stock Unit underlying such Dividend Equivalent. Payments with respect to herein as “Dividend Equivalent Units.” vested Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid made in cash or in Stock, in the sole discretion of the Company, as soon as practicable following practicable, and not later than 60 days, after the date that such Dividend Equivalent vests. The Participant shall not be entitled to receive any interest with respect to the payment date for such dividendof Dividend Equivalents.

Dividend Equivalents. Subject On each date that a cash dividend is paid to this Paragraph 6holders of Shares from the Grant Date through the Vesting Date, with respect to dividends for which a record date occurs during an amount (the Restriction Period, Participant shall be credited with a “Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined belowAmount”) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made equal to the Company’s shareholderscash dividend that is paid on each Share, based on multiplied by the Target Award Units total number of PRSUs and any Dividend Equivalent Units resulting from prior reinvestments (as defined below) that remain unvested and outstanding as of Dividend Equivalentsthe dividend payment record date, in will be credited to the Colleague, and such credited amount will be converted into an additional number of Units PRSUs (“Dividend Equivalent Units”) determined by dividing the aggregate value of the Dividend Equivalents Equivalent Amount by the Fair Market Value of a Share on the Stock on such date (rounded of the dividend payment. At the end of the Performance Period, the number of Dividend Equivalent Units will be adjusted to reflect the number of Dividend Equivalent Units that would have been credited to the nearest thousandth of a whole Unit or Colleague as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, Grant Date if such Dividend Equivalents will be credited to Participant as a cash value calculations had been based on the Target Award Units number of Earned Performance Shares (such adjusted number, the “Earned Dividend Equivalent Units”). During the period beginning immediately following the last day of the Performance Period and any ending on the date the Earned Performance Shares are paid pursuant to Section 3.2(k) below, Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “will accrue on any Earned Performance Shares and any Earned Dividend Equivalent Units.” . Dividend Equivalents shall Equivalent Units and Earned Dividend Equivalent Units will be subject to the same terms conditions as the underlying PRSUs with respect to which Dividend Equivalent Units and conditionsEarned Dividend Equivalent Units were paid, including without limitation, the vesting condition and shall vest or be forfeited (as applicable) at the same time, upon provisions governing time and form of settlement applicable to the same conditions, and in the same proportionunderlying PRSUs. Unless expressly provided otherwise, as the Target Award Units set forth used elsewhere in this Award; providedAgreement, however, references to PRSUs in this Agreement shall also include Dividend Equivalent Units and Earned Dividend Equivalent Units that if have been credited to the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related Colleague pursuant to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividendthis Section 2.6.

Dividend Equivalents. Subject to this Paragraph 6To the extent the Performance Units have not been forfeited and the Award Shares have not yet been paid under Section 5, if the Participant is employed on the record date for any dividends and other distributions with respect to dividends for the Common Stock that are paid in Common Stock or other securities of the Company to the holders of the Common Stock (the 124285230v1 “Stock Dividends”), the Participant shall be granted additional Performance Units equal to the Stock Dividends that the Participant would have received if the Performance Units were actual shares of Common Stock, and such additional Performance Units shall be subject to the same restrictions on transferability, forfeiture, performance and service vesting, certification, payment (as Award Shares) and withholding provisions as the Performance Units to which a such additional Performance Units relate. To the extent the Performance Units have not been forfeited and the Award Shares have not yet been paid under Section 5, if the Participant is employed on the record date occurs during for any dividends and other distributions with respect to the Restriction PeriodCommon Stock that are paid in cash to the holders of the Common Stock (the “Cash Dividends”), the Participant shall be credited with a Dividend Equivalent with respect an amount equal to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units the Cash Dividends that would have been paid on the date that Performance Units had they been shares of Common Stock (the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of “Cash Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company”); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will . Such amounts shall be credited to Participant as a cash value based on the Target Award Units hypothetical account and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject until payable in cash or forfeited pursuant hereto. No interest shall accrue on the Cash Dividend Equivalents or otherwise be paid with respect to this Agreementthe holding period. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” The Cash Dividend Equivalents shall be subject to the same terms restrictions on transferability, forfeiture, performance and conditionsservice vesting, certification, payment and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, withholding provisions as the Target Award Performance Units set forth in this Awardwith respect to which they were paid; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Cash Dividend Equivalents related to such dividend and to Units vesting on the vesting date will shall be paid in cash or cash, not Award Shares, at the time set forth in Stock, in Section 5 (including the sole discretion of the Company, as soon as practicable following the seventy (70)-day payment date for such dividendwindow provided therein).

Dividend Equivalents. Subject The Executive shall be eligible to this Paragraph 6, receive Dividend Equivalents (as defined in the Plan) with respect to dividends for which a record date occurs during the Restriction PeriodAward (the “Dividend Equivalent PRSUs”). Subject to subsection (b), Participant below, the amount of the Dividend Equivalent PRSUs shall be credited determined as of the Vesting Date (or, if earlier, the date the Award is distributed to Executive pursuant to Section 5 of the Agreement) and shall be distributed in accordance with a the terms of the Agreement. For purposes of determining the amount of Dividend Equivalent PRSUs (and subject to subsection (b), below): (i) an amount representing dividends payable on the number of shares of Common Stock equal to (A) the number of Performance Period PRSUs and (B) Fiscal Year PRSUs with respect to each outstanding Restricted fiscal years beginning on or prior to the dividend record date shall be deemed reinvested in Common Stock Unit, and credited as additional PRSUs as of the dividend payment date; and (ii) (A) with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited the Performance Period PRSUs, the Company’s performance will be deemed to be reinvested Outstanding, (B) with respect to the Fiscal Year PRSUs for the fiscal year in Restricted Stock Units on which the dividend record date that the applicable dividend or distribution is made to occurs, the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded performance level will be deemed to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company)be Outstanding; provided, however, that if Dividend Equivalents cannot be reinvested in Units due the event the Company’s performance level is Marginal or below in any fiscal year that ends prior to the operation of Section 3(adividend record date, the Company’s performance for the fiscal year in which the dividend record date occurs shall be deemed to be Superior, and (C) of with respect to the PlanFiscal Year PRSUs for the fiscal years ending prior to the fiscal year in which the dividend record date occurs, such Dividend Equivalents the Company’s performance will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date actual results for such dividendprior fiscal years.

Dividend Equivalents. Subject (a) With respect to this Paragraph 6each outstanding Phantom Share granted hereunder that vests in accordance with Section 2 and Exhibit A (such shares being the “Vested Phantom Shares”), the Grantee shall receive additional Phantom Shares (such additional Phantom Shares being the “Dividend Phantom Shares”), which Dividend Phantom Shares will reflect the cash dividend distributions declared in the ordinary course on a share (“Share”) of Common Stock of the Company (each, a “Dividend Payment”) during the period beginning on the Grant Date and ending on the last day of the TSR Performance Period (or if earlier, the date on which the Phantom Shares are settled pursuant to Section 4) (such period, the “Dividend Period”). (b) Dividend Payments shall be deemed to have been payable only with respect to dividends for which a record date occurs during the Restriction Period, Participant Vested Phantom Shares and shall be credited with a made in the form of Dividend Equivalent Phantom Shares. The Dividend Phantom Shares shall settle in the form of additional Shares at the time the Phantom Shares granted hereunder are settled pursuant to Section 4. (c) The number of Dividend Phantom Shares to be distributed as contemplated by subsections 3(a) and 3(b) shall be calculated as follows: with respect to each outstanding Restricted Stock UnitVested Phantom Share, the Company will, as of the date of any Dividend Payment during the Dividend Period, credit to the Grantee an amount (per each Vested Phantom Share) equal to the amount of the cash dividend declared and with paid in respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraphone Share. All Dividend Equivalents so Such credited amount will be deemed to credited in the form of hypothetical additional Phantom Shares (such hypothetical Phantom Shares, “DER Phantom Shares”), the number of which will be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made calculated (rounded up to the Company’s shareholders, nearest whole share) based on the Target Award Units Fair Market Value (i.e., closing market price) of a Share as of the payment date of the applicable cash dividend. Any and all DER Phantom Shares credited to the Grantee in respect of the Dividend Period will be subject to compounding through the end of the Dividend Period (i.e., deemed reinvestment in Shares), such that they will be credited with additional hypothetical DER Phantom Shares to the extent of any additional dividends declared during the Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in Period and the number of Units determined by dividing which additional hypothetical DER Phantom Shares will also be calculated (rounded up to the aggregate value of the Dividend Equivalents by nearest whole share) based on the Fair Market Value of a Share as of the Stock on such payment date (rounded of the applicable cash dividend. The number of Dividend Phantom Shares to be received by the Grantee in respect of Vested Phantom Shares shall be the sum of all DER Phantom Shares credited to the nearest thousandth Grantee (inclusive of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due all additional DER Phantom Shares credited to the operation of Section 3(aGrantee resulting from compounding as contemplated in the preceding sentence). (d) In the event that dividends are declared with respect to the Common Stock of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based Company during the period beginning on the Target Award Units Vesting Date and ending on the date on which the Vested Phantom Shares are settled pursuant to Section 4, then an amount equal to the dividends that the Grantee would have received if the Grantee had owned a number of Shares equal to the sum of the Vested Phantom Shares and any Dividend Equivalent Units resulting from prior reinvestments Phantom Shares credited to the Grantee (as contemplated in Section 3(c) above) as of Dividend Equivalents, which cash value the date the dividend is declared shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject paid to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and Grantee in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting cash on the vesting date will be such dividends are paid in cash or in Stock, in to holders of the sole discretion Common Stock of the Company, as soon as practicable following the payment date for such dividend.

Dividend Equivalents. Subject On each date that a cash dividend is paid to this Paragraph 6holders of Shares from the Grant Date through the date immediately prior to the date the PRSUs are settled, with respect to dividends for which a record date occurs during an amount (the Restriction Period, Participant shall be credited with a “Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined belowAmount”) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made equal to the Company’s shareholderscash dividend that is paid on each Share, based on multiplied by the Target Award Units total number of PRSUs and any Dividend Equivalent Units resulting from prior reinvestments (as defined below) that remain unvested and outstanding as of Dividend Equivalentsthe dividend payment record date, in will be credited to the Colleague, and such credited amount will be converted into an additional number of Units PRSUs (“Dividend Equivalent Units”) determined by dividing the aggregate value of the Dividend Equivalents Equivalent Amount by the Fair Market Value of a Share on the Stock on such date (rounded of the dividend payment. At the end of the Performance Period, the number of Dividend Equivalent Units will be adjusted to reflect the number of Dividend Equivalent Units that would have been credited to the nearest thousandth of a whole Unit or Colleague as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, Grant Date if such Dividend Equivalents will be credited to Participant as a cash value calculations had been based on the Target Award Units number of Earned Performance Shares (such adjusted number, the “Earned Dividend Equivalent Units”). During the period beginning immediately following the last day of the Performance Period and any ending on the date the Earned Performance Shares are paid pursuant to Section 3.2(a) below, Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “will accrue on any Earned Performance Shares and any Earned Dividend Equivalent Units.” . Dividend Equivalents shall Equivalent Units and Earned Dividend Equivalent Units will be subject to the same terms conditions as the underlying PRSUs with respect to which Dividend Equivalent Units and conditionsEarned Dividend Equivalent Units were paid, including without limitation, the vesting condition and shall vest or be forfeited (as applicable) at the same time, upon provisions governing time and form of settlement applicable to the same conditions, and in the same proportionunderlying PRSUs. Unless expressly provided otherwise, as the Target Award Units set forth used elsewhere in this Award; providedAgreement, however, references to PRSUs in this Agreement shall also include Dividend Equivalent Units and Earned Dividend Equivalent Units that if have been credited to the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related Colleague pursuant to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividendthis Section 2.6.

Dividend Equivalents. Subject to this Paragraph 6, with respect to dividends for On each date on which a dividend (other than a Common Stock dividend) is paid to the holders of Common Stock the record date of which falls during the period commencing on the Grant Date and ending on the first date on which all of the Restricted Stock Units have either been forfeited pursuant to Section 5 or paid pursuant to Section 6 of the RSU Agreement as in effect from time to time on or after the Grant Date (a “Dividend Payment Date”), the Company shall pay the Holder an amount of money (“Dividend Equivalents”) determined by multiplying (a) the number of the Restricted Stock Units (if any) that were neither forfeited nor paid on or before such dividend record date, times (b) the dividend per share paid on such Dividend Payment Date. However, if the dividend is paid in property other than cash or Common Stock, the amount of money to be paid to the Holder in respect of such dividend shall be determined by multiplying (i) the number of the Restricted Stock Units (if any) that were neither forfeited nor paid on or before such dividend record date, times (ii) the fair market value on the Dividend Payment Date of the property that was paid per share of Common Stock as a dividend on such Dividend Payment Date. For the avoidance of doubt, the Holder’s entitlement to be paid Dividend Equivalents pursuant to the first or second sentence of this Section 2 is contingent on the Holder’s not having a “Separation from Service” (as hereafter defined) on or before the record date of such Dividend Equivalents, except that if a dividend record date occurs during on or after the Restriction Period, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in date on which Restricted Stock Units become non-forfeitable within the meaning of Section 4 and before such Restricted Stock Units are paid pursuant to Section 6, the Holder’s entitlement to be paid Dividend Equivalents for such record date pursuant to the first or second sentence of this Section 2 in respect of the Restricted Stock Units that became non-forfeitable within the meaning of Section 4 is contingent on the Holder’s not having a Separation from Service before the date that on which such Restricted Stock Units became non-forfeitable within the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation meaning of Section 3(a4. For purposes of this Agreement, a “Separation from Service” means a “separation from service with the employer” within the meaning of Treasury Regulation Section 1.409A-1(h), where the “employer” means the Company and all corporations and trades or businesses with which the Company would be considered a single employer under Section 414(b) or Section 414(c) of the PlanInternal Revenue Code of 1986, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company amended (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends as determined in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Unitsthe first sentence of Treasury Regulation section 1.409A-1(h)(3)).” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.

Dividend Equivalents. Subject The Participant shall be entitled to Dividend Equivalents with respect to the Restricted Stock Units granted pursuant to this Paragraph 6Award. Each Restricted Stock Unit subject to this Award is hereby granted in tandem with a corresponding Dividend Equivalent, which Dividend Equivalent shall remain outstanding from the Grant Date until the earlier of the settlement or forfeiture of the Restricted Stock Unit to which the Dividend Equivalent corresponds. Each Dividend Equivalent entitles the Participant to receive cash payments, subject to and in accordance with this Agreement, in an amount equal to any cash dividends paid by the Company in respect of the share of Common Stock underlying the Restricted Stock Unit to which such Dividend Equivalent relates. The Company shall establish, with respect to dividends each Restricted Unit, a separate Dividend Equivalent bookkeeping account for such Restricted Stock Unit (a “DE Account”), which a record date occurs during the Restriction Period, Participant shall be credited (without interest) on the applicable dividend payment dates with a Dividend Equivalent an amount equal to any cash dividends paid during the period that such Restricted Unit remains outstanding with respect to each outstanding the share of Common Stock underlying the Restricted Stock Unit to which such Dividend Equivalent relates. Upon the vesting of a Restricted Stock Unit, the Dividend Equivalent (and the DE Account) with respect to any related such vested Restricted Stock Unit shall also become vested. Similarly, upon the forfeiture of a Restricted Stock Unit, the Dividend Equivalent (and the DE Account) with respect to such forfeited Restricted Stock Unit (defined below) resulting from prior reinvestments of shall also be forfeited. Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed shall not entitle the Participant to be reinvested in Restricted Stock Units on any payments relating to cash dividends paid after the earlier to occur of the date that the applicable dividend or distribution Restricted Stock Unit is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends settled in accordance with this Paragraph 6 are referred Section 4 or the forfeiture of the Restricted Stock Unit underlying such Dividend Equivalent. Payments with respect to herein as “Dividend Equivalent Units.” vested Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid made in cash or in Stock, in the sole discretion of the Company, as soon as practicable following practicable, and not later than 60 days, after the date that such Dividend Equivalent vests. The Participant shall not be entitled to receive any interest with respect to the payment date for such dividendof Dividend Equivalents. 4.

Dividend Equivalents. Subject Each RSU granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent, which Dividend Equivalent shall remain outstanding from the Grant Date until the earlier of the payment or forfeiture of the RSU to which it corresponds (the “Dividend Equivalent Period”). Each Dividend Equivalent shall entitle you to receive payments, subject to and in accordance with this Paragraph 6Award Notice, in an amount equal to each dividend (including any extraordinary or other non-recurring dividend), in each case, that (a) is made by the Company in respect of the share of Common Stock underlying the RSU to which such Dividend Equivalent relates, and (b) has an applicable Dividend Date (as defined below) occurring during the Dividend Equivalent Period. Such amounts (if any) shall be payable as and when such distributions are paid generally to the Company’s stockholders (without regard to the vested or unvested status of the RSU underlying such Dividend Equivalent on the applicable distribution date). Notwithstanding the foregoing, upon the payment or forfeiture of a RSU, the Dividend Equivalent granted in tandem with such paid or forfeited RSUs, and the Dividend Equivalent Period shall terminate with respect to such RSU. For the avoidance of doubt, a Dividend Equivalent will only entitle you to payments relating to dividends with an applicable Dividend Date occurring between the Grant Date and the date on which you receive payment in respect of the RSU to which it corresponds in accordance with Section 7 below (or, if earlier, the date on which you forfeit the RSU to which it corresponds). The Dividend Equivalents 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 Section 409A (as defined below) (including for purposes of the designation of the time and form of payments required by Section 409A). For purposes of this Notice, “Dividend Date” shall mean, with respect to dividends for which a record date occurs during the Restriction Period, Participant shall be credited with a Dividend Equivalent with any dividend made in respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Common Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for preceding the ex-dividend date applicable to such dividend.

Dividend Equivalents. Subject to the vesting of the Restricted Stock Units in accordance with this Paragraph 6Agreement, the Grantee shall be entitled to earn dividend equivalent Restricted Stock Units as follows and pursuant to this Section 5. As and when a dividend payment is made with respect to dividends for which a share of Common Stock, such dividend payment shall be multiplied by, as applicable, the number of the (a) then-outstanding Restricted Sock Units awarded under this Agreement, or (b) Deemed RSUs (as defined below) that are then in effect under this Section 5 (i.e., immediately prior to such dividend payment); provided that the record date for such dividend payment occurs during on or after the Restriction PeriodAward Date. Immediately thereafter, Participant (i) the resulting amount that is determined pursuant to the preceding sentence shall be credited with to a Dividend Equivalent with respect to each outstanding Restricted Stock Unitbook entry account on behalf of the Grantee, and with respect to any related Dividend Equivalent Unit (defined belowii) resulting from prior reinvestments the amount of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will such book entry account shall be deemed to be reinvested in Restricted shares of Common Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the then-Fair Market Value of such Common Stock (“Reinvested Shares”). At such time, (x) the Stock on number of such date (rounded Reinvested Shares shall be deemed to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company Grantee in the form of additional Restricted Stock Units under this Agreement (without interesti.e., as dividend equivalent Restricted Stock Units), and (y) subject the then-outstanding number of Restricted Stock Units under this Agreement shall be deemed to this Agreementbe increased by the number of such additional Restricted Stock Units (as increased, the “Deemed RSUs”). Any For purposes of the preceding sentence, the number of such additional Restricted Stock Units resulting from shall be equal to the deemed reinvestment number of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents Reinvested Shares on a one-for-one basis. For the avoidance of doubt, any such dividend equivalent Restricted Stock Units shall be subject to the same terms vesting and conditionsforfeiture conditions that apply to then-outstanding Restricted Stock Units originally awarded under this Agreement. The number of dividend equivalent Restricted Stock Units that become vested in accordance with this Agreement shall be converted into shares of Common Stock on a one-for-one basis and issued to the Grantee at the time shares of Common Stock are issued to the Grantee in accordance with, and shall vest or be forfeited (as applicable) at the same timesubject to, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividendSection 3(b).

Dividend Equivalents. Subject On each date that a cash dividend is paid to this Paragraph 6holders of Shares from the Grant Date through the date immediately prior to the date the PSUs are settled, with respect to dividends for which a record date occurs during an amount (the Restriction Period, Participant shall be credited with a “Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined belowAmount”) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made equal to the Company’s shareholderscash dividend that is paid on each Share, based on multiplied by the Target Award Units total number of PSUs and any Dividend Equivalent Units resulting from prior reinvestments (as defined below) that remain unvested and outstanding as of Dividend Equivalentsthe dividend payment record date, in will be credited to the Colleague, and such credited amount will be converted into an additional number of Units PSUs (“Dividend Equivalent Units”) determined by dividing the aggregate value of the Dividend Equivalents Equivalent Amount by the Fair Market Value of a Share on the Stock on such date (rounded of the dividend payment. At the end of the Performance Period, the number of Dividend Equivalent Units will be adjusted to reflect the number of Dividend Equivalent Units that would have been credited to the nearest thousandth of a whole Unit or Colleague as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, Grant Date if such Dividend Equivalents will be credited to Participant as a cash value calculations had been based on the Target Award Units number of Earned PSUs (such adjusted number, the “Earned Dividend Equivalent Units”). During the period beginning immediately following the last day of the Performance Period and any ending on the date the Earned PSUs are paid pursuant to Section 3.2(a) below, Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “will accrue on any Earned PSUs and any Earned Dividend Equivalent Units.” . Dividend Equivalents shall Equivalent Units and Earned Dividend Equivalent Units will be subject to the same terms conditions as the underlying PSUs with respect to which Dividend Equivalent Units and conditionsEarned Dividend Equivalent Units were credited, including without limitation, the vesting condition and shall vest or be forfeited (as applicable) at the same time, upon provisions governing time and form of settlement applicable to the same conditions, and in the same proportionunderlying PSUs. Unless expressly provided otherwise, as the Target Award Units set forth used elsewhere in this Award; providedAgreement, however, references to PSUs in this Agreement shall also include Dividend Equivalent Units and Earned Dividend Equivalent Units that if have been credited to the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related Colleague pursuant to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividendthis Section 2.6.

Dividend Equivalents. Subject Each Performance Unit granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent, which Dividend Equivalent shall remain outstanding from the Grant Date until the earlier of the payment or forfeiture of the Performance Unit to which it corresponds (the “Dividend Equivalent Period”). Each Dividend Equivalent shall entitle you to receive payments, subject to and in accordance with this Paragraph 6Award Notice, in an amount equal to each dividend (including any extraordinary or other non-recurring dividend), in each case, that (a) is made by the Company in respect of the share of Common Stock underlying the Earned Unit (as defined below) to which such Dividend Equivalent relates, and (b) has an applicable Dividend Date (as defined below) occurring during the Dividend Equivalent Period. Such amounts (if any) shall be payable no later than thirty (30) days following the date on which such dividends are paid generally to the Company’s stockholders; provided, that no such payments shall be made prior to the date on which the Earned Unit becomes an Earned Unit and the First Vest Date has occurred, and any Dividend Equivalent payments that would have been made prior to the First Vest Date shall be paid in a single lump sum no later than sixty (60) days following the First Vest Date. Notwithstanding the foregoing, upon the payment of an Earned Unit or forfeiture of a Performance Unit, the Dividend Equivalent granted in tandem with such paid Earned Unit or forfeited Performance Unit, as applicable, and the Dividend Equivalent Period shall terminate with respect to such Earned Unit or Performance Unit, as applicable. For the avoidance of doubt, a Dividend Equivalent will only entitle you to payments relating to dividends with an applicable Dividend Date occurring between the Grant Date and the date on which you receive payment in respect of the Earned Unit to which it corresponds in accordance with Section 7 below (or, if earlier, the date on which you forfeit the Performance Unit to which it corresponds), and you shall not be entitled to any Dividend Equivalent payment with respect to any Performance Unit that does not become an Earned Unit. The Dividend Equivalents and any amounts that may become distributable in respect thereof shall be treated separately from the Performance Units and the rights arising in connection therewith for purposes of Section 409A (as defined below) (including for purposes of the designation of the time and form of payments required by Section 409A). For purposes of this Award Notice, “Dividend Date” shall mean, with respect to dividends for which a record date occurs during the Restriction Period, Participant shall be credited with a Dividend Equivalent with any dividend made in respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Common Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for preceding the ex-dividend date applicable to such dividend.

Dividend Equivalents. Subject Each RSU granted hereunder that becomes a Performance Vested RSU is hereby granted in tandem with a corresponding Dividend Equivalent, which Dividend Equivalent shall remain outstanding from the Grant Date until the earlier of the payment or forfeiture of the RSU to this Paragraph 6which it corresponds. Pursuant to each outstanding Dividend Equivalent, with respect to each dividend paid by the Company with respect to the Performance Period, the Participant shall be entitled to receive payment equal to the amount of such dividend, if any, on the Shares underlying the Performance Vested RSU to which such Dividend Equivalent relates, payable in the same form and amounts as dividends paid to each holder of a Share. Each such payment shall be made no later than thirty (30) days following the applicable dividend payment date, provided that no such payments shall be made prior to the date on which the RSU becomes a Performance Vested RSU, and any Dividend Equivalent payments that would have been made prior to such date had the RSU been a Performance Vested RSU, plus (or minus) the amount of gain (or loss) on such amounts had they been reinvested in Common Stock on the date on which the corresponding dividend was paid (at a price equal to the closing price of the Common Stock on the applicable dividend payment date), shall be paid in a single lump sum no later than forty-five (45) days following the date on which the RSU becomes a Performance Vested RSU. Dividend Equivalents shall not entitle the Participant to any payments relating to dividends for which a the record date occurs during after the Restriction Periodpayment of the Performance Vested RSU underlying such Dividend Equivalent, and the Participant shall not be credited with a entitled to any Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and payments with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of RSU that does not become a Performance Vested RSU. Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting amounts that may become distributable in respect thereof shall be treated separately from prior reinvestments of Dividend Equivalents, the RSUs and the rights arising in the number of Units determined by dividing the aggregate value connection therewith for purposes of the Dividend Equivalents designation of time and form of payments required by the Fair Market Value Section 409A of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent UnitsCode.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.

Dividend Equivalents. Subject Each Performance Unit granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent, which Dividend Equivalent shall remain outstanding from the Grant Date until the earlier of the payment or forfeiture of the Performance Unit to which it corresponds (the “Dividend Equivalent Period”). Each Dividend Equivalent shall entitle you to receive payments, subject to and in accordance with this Paragraph 6Award Notice, in an amount equal to each dividend (including any extraordinary or other non-recurring dividend), in each case, that (a) is made by the Company in respect of the share of Common Stock underlying the Earned Unit (as defined below) to which such Dividend Equivalent relates, and (b) has an applicable Dividend Date (as defined below) occurring during the Dividend Equivalent Period. Such amounts (if any) shall be payable no later than thirty (30) days following the date on which such dividends are paid generally to the Company’s stockholders; provided, that no such payments shall be made prior to the date on which the Earned Unit becomes an Earned Unit, and any Dividend Equivalent payments that would have been made prior to the date on which the Earned Unit becomes an Earned Unit shall be paid in a single lump sum no later than sixty (60) days following the date on which the Earned Unit becomes an Earned Unit. Notwithstanding the foregoing, upon the payment of an Earned Unit or forfeiture of a Performance Unit, the Dividend Equivalent granted in tandem with such paid Earned Unit or forfeited Performance Unit, as applicable, and the Dividend Equivalent Period shall terminate with respect to such Earned Unit or Performance Unit, as applicable. For the avoidance of doubt, a Dividend Equivalent will only entitle you to payments relating to dividends with an applicable Dividend Date occurring between the Grant Date and the date on which you receive payment in respect of the Earned Unit to which it corresponds in accordance with Section 7 below (or, if earlier, the date on which you forfeit the Performance Unit to which it corresponds), and you shall not be entitled to any Dividend Equivalent payment with respect to any Performance Unit that does not become an Earned Unit. The Dividend Equivalents and any amounts that may become distributable in respect thereof shall be treated separately from the Performance Units and the rights arising in connection therewith for purposes of Section 409A (as defined below) (including for purposes of the designation of the time and form of payments required by Section 409A). For purposes of this Notice, “Dividend Date” shall mean, with respect to dividends for which a record date occurs during the Restriction Period, Participant shall be credited with a Dividend Equivalent with any dividend made in respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Common Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for preceding the ex-dividend date applicable to such dividend.

Dividend Equivalents. Subject to As of the Date of Grant above, this Paragraph 6, with respect to dividends for which grant of Restricted Stock Units also includes a record date occurs during the Restriction Period, Participant shall be credited with a tandem grant of Dividend Equivalent Equivalents with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit share of Executive (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in 2015): Restricted Stock Units on the date that the applicable dividend or distribution is made granted to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments you pursuant to Section 1 of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company)this Agreement; provided, however, that if you shall not receive Dividend Equivalents cannot be reinvested in Units due for any distributions made with respect to a share of Stock prior to the operation of Section 3(a) satisfaction of the PlanPerformance Vesting Requirement (as defined below). In the event that the Performance Vesting Requirement is satisfied prior to the Vesting Date, such you shall receive Dividend Equivalents will for any distributions made with respect to a share of Stock for the period of time between the day the attainment of the Performance Vesting Requirement occurs and the Vesting Date, taking into account that an adjustment shall be credited made to Participant the number of Dividend Equivalents granted to you to reflect any adjustments made to your Restricted Stock Units pursuant to Section 3(b) below. All Dividend Equivalents granted on and after the Date of Grant shall carry identical vesting restrictions as a cash value based on shall be attached to the Target Award Restricted Stock Units and any Dividend Equivalent Units resulting from prior reinvestments of giving rise to such Dividend Equivalents, which cash value shall be held by thus, if the Company (without interest) subject Performance Vesting Requirement is not satisfied, all rights to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall immediately cease. If a Restricted Stock Unit is forfeited, your tandem Dividend Equivalents with respect to such Restricted Stock Units shall automatically terminate at that time. Any Dividend Equivalents payment will be subject made on or promptly following the date on which the dividends are otherwise paid to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Awardholders of Stock; provided, however, that if in no event shall the Award vests after dividend payment be made later than 30 days following the record date for, but before on which the payment date of, a dividend, then the Dividend Equivalents related to Company pays such dividend and to Units vesting on the vesting date will be paid in cash or in holders of Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.

Dividend Equivalents. Subject Each Performance Unit granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent, which Dividend Equivalent shall remain outstanding from the Grant Date until the earlier of the payment or forfeiture of the Performance Unit to which it corresponds (the “Dividend Equivalent Period”). Each Dividend Equivalent shall entitle you to receive payments, subject to and in accordance with this Paragraph 6Award Notice, in an amount equal to each dividend (including any extraordinary or other non-recurring dividend), in each case, that (a) is made by the Company in respect of the share of Common Stock underlying the Earned Unit (as defined below) to which such Dividend Equivalent relates, and (b) has an applicable Dividend Date (as defined below) occurring during the Dividend Equivalent Period. Such amounts (if any) shall be payable no later than thirty (30) days following the date on which such dividends are paid generally to the Company’s stockholders; provided, that no such payments shall be made prior to the date on which the Earned Unit becomes an Earned Unit and the Vest Date has occurred, and any Dividend Equivalent payments that would have been made prior to the Vest Date shall be paid in a single lump sum no later than sixty (60) days following the Vest Date. Notwithstanding the foregoing, upon the payment of a vested Earned Unit or forfeiture of a Performance Unit, the Dividend Equivalent granted in tandem with such paid Earned Unit or forfeited Performance Unit, as applicable, and the Dividend Equivalent Period shall terminate with respect to such vested Earned Unit or Performance Unit, as applicable. For the avoidance of doubt, a Dividend Equivalent will only entitle you to payments relating to dividends with an applicable Dividend Date occurring between the Grant Date and the date on which you receive payment in respect of the vested Earned Unit to which it corresponds in accordance with Section 7 below (or, if earlier, the date on which you forfeit the Performance Unit to which it corresponds), and you shall not be entitled to any Dividend Equivalent payment with respect to any Performance Unit that does not become a vested Earned Unit. The Dividend Equivalents and any amounts that may become distributable in respect thereof shall be treated separately from the Performance Units and the rights arising in connection therewith for purposes of Section 409A (as defined below) (including for purposes of the designation of the time and form of payments required by Section 409A). For purposes of this Award Notice, “Dividend Date” shall mean, with respect to dividends for which a record date occurs during the Restriction Period, Participant shall be credited with a Dividend Equivalent with any dividend made in respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Common Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for preceding the ex-dividend date applicable to such dividend.

Dividend Equivalents. Subject If the Board declares a cash dividend on the Company's Stock, you will be entitled to this Paragraph 6, with respect to dividends for which a record date occurs during the Restriction Period, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the dividend payment date that established by the applicable dividend or distribution is made Company equal to the Company’s shareholders, based cash dividends payable on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments same number of Dividend Equivalents, in shares of Stock as the number of Deferred Stock Units determined by dividing subject to this Deferred Stock Unit Award on the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such dividend record date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined established by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, . Any such Dividend Equivalents will be credited to Participant as a cash value based on in the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments form of Dividend Equivalentsadditional Deferred Stock Units, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall will be subject to the same terms and conditionsvesting dates as the underlying Deferred Stock Units, and shall vest or will be forfeited (as applicable) paid at the same time, upon the same conditions, time and in the same proportion, manner as the Target Award underlying Deferred Stock Units set forth in originally subject to this Deferred Stock Unit Award; provided, however, except that if the Award vests after the record date for, but before the payment date of, a dividend, then the any fractional shares attributable to Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in within thirty (30) days following the sole discretion date of payment of the Companyunderlying Deferred Stock Unit based on the Fair Market Value (as specified in Section 2.2, above) on the date of payment of the underlying Deferred Stock Unit. The number of additional Deferred Stock Units credited as soon as practicable following Dividend Equivalents on the dividend payment date for such dividendwill be determined by dividing (1) the product of (a) the number of your Deferred Stock Units as of the corresponding dividend record date (including any Deferred Stock Units previously credited as a result of prior payments of Dividend Equivalents) and (b) the per-share cash dividend paid on the dividend payment date, by (2) the per-share Fair Market Value (as specified in Section 2.2, above) of Stock on the dividend payment date.

Dividend Equivalents. Subject to As of the Date of Grant above, this Paragraph 6, with respect to dividends for which grant of Restricted Stock Units also includes a record date occurs during the Restriction Period, Participant shall be credited with a tandem grant of Dividend Equivalent Equivalents with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments share of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made granted to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments you pursuant to Section 1 of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company)this Agreement; provided, however, that if you shall not receive Dividend Equivalents cannot be reinvested in Units due for any distributions made with respect to a share of Stock prior to the operation of Section 3(a) satisfaction of the PlanPerformance Vesting Requirement (as defined below). In the event that the Performance Vesting Requirement is satisfied prior to the Vesting Date, such you shall receive Dividend Equivalents will for any distributions made with respect to a share of Stock for the period of time between the day the attainment of the Performance Vesting Executive (2015): Requirement occurs and the Vesting Date, taking into account that an adjustment shall be credited made to Participant the number of Dividend Equivalents granted to you to reflect any adjustments made to your Restricted Stock Units pursuant to Section 3(b) below. All Dividend Equivalents granted on and after the Date of Grant shall carry identical vesting restrictions as a cash value based on shall be attached to the Target Award Restricted Stock Units and any Dividend Equivalent Units resulting from prior reinvestments of giving rise to such Dividend Equivalents, which cash value shall be held by thus, if the Company (without interest) subject Performance Vesting Requirement is not satisfied, all rights to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall immediately cease. If a Restricted Stock Unit is forfeited, your tandem Dividend Equivalents with respect to such Restricted Stock Units shall automatically terminate at that time. Any Dividend Equivalents payment will be subject made on or promptly following the date on which the dividends are otherwise paid to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Awardholders of Stock; provided, however, that if in no event shall the Award vests after dividend payment be made later than 30 days following the record date for, but before on which the payment date of, a dividend, then the Dividend Equivalents related to Company pays such dividend and to Units vesting on the vesting date will be paid in cash or in holders of Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.

Dividend Equivalents. Subject (a) Each Restricted Share Unit granted hereunder is hereby granted in tandem with corresponding a Dividend Equivalent, which shall entitle the Grantee to receive payment described in this Paragraph 6, with Section 4. The Dividend Equivalents and any amounts that may become payable in respect to dividends for which a record date occurs during the Restriction Period, Participant thereof shall be credited treated separately from the Restricted Share Units and the rights arising in connection therewith for purposes of Section 409A (including for purposes of the designation of the time and form of payments required by Section 409A). Upon the forfeiture of any Restricted Share Unit (including, without limitation, in connection with a settlement thereof in Common Shares as described above), the Dividend Equivalent with respect to such forfeited Restricted Share Unit shall also be forfeited, subject to Section 3(c). For the avoidance of doubt, such forfeiture of Dividend Equivalents will not result in forfeiture of any right to receive payments in respect of such Dividend Equivalents that were payable prior to the date of forfeiture. (b) Within 30 days following each outstanding ex-dividend date for any cash dividend of the Company as of which the Dividend Equivalents remain outstanding, the Grantee shall be entitled to receive, for each Common Share underlying the Restricted Stock UnitShare Units corresponding with such Dividend Equivalents, an amount equal to the per share cash amount of the dividend declared with respect to Common Shares held on such ex-dividend date. After the date of issuance of Common Shares in connection with any Restricted Share Units, the Grantee shall be entitled to receive dividends with respect to such Common Shares in the same manner as dividends are paid to all other holders of Common Shares and shall no longer be entitled to any payments with respect to the Dividend Equivalents corresponding with such Restricted Share Units (other than payments under this Section 4(b) with respect to dividends with ex-dividend dates on or prior to the date of issuance of such Common Shares). (c) Except as provided in this Section 4, the Grantee shall not be entitled to receive any payments in lieu of or in connection with dividends with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments Restricted Share Units and/or Common Shares granted hereunder. For the avoidance of doubt, the Grantee shall not be entitled to any payment in respect of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on extent he has received a dividend in respect of the Target Award Common Shares underlying the Restricted Share Units and any Dividend Equivalent Units resulting from prior reinvestments of corresponding with such Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.

Dividend Equivalents. Subject On any date that a dividend is paid to this Paragraph 6holders of the Common Stock (a “Dividend Payment Date”), with respect an amount equal to dividends for which a record date occurs during the Restriction Period, dividend the Participant would have received had he held shares of Common Stock rather than Stock Units (the “Dividend Equivalent Amount”) shall be notionally credited to the Participant. The Dividend Equivalent Amount shall be credited with notional interest for the period from the Dividend Payment Date to the date of actual payment of the Dividend Equivalent Amount under this Award Agreement at a rate equal to the highest interest rate, determined as of the Dividend Payment Date, payable by Omnicare on any of its outstanding publicly-traded debt (or if no such public debt is then outstanding, the rate at which Omnicare could then borrow from its primary bank lender) plus 100 basis points (the "Imputed Interest"). On the Dividend Payment Date, an amount equal to the Dividend Equivalent Amount shall be contributed to an irrevocable “rabbi trust” (which shall be a grantor trust within the meaning of Sections 671-678 of the Internal Revenue Code of 1986, as amended) for the Participant’s benefit (the “Rabbi Trust”). Amounts contributed to the Rabbi Trust for the Participant’s benefit shall be invested as directed by Omnicare in its sole discretion and Participant shall not have any claim against Omnicare with respect to the investment decisions made by Omnicare. If at the end of any calendar quarter in which a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Amount remains unpaid the notional amount of such Dividend Equivalent Unit (defined below) resulting from prior reinvestments Amount plus the related Imputed Interest accrued as of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on such date exceeds the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by assets in the Fair Market Value of the Stock on Rabbi Trust allocated to pay such date (rounded amounts, Omnicare shall contribute an additional amount to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due Rabbi Trust equal to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any excess. A Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value Amount plus any related Imputed Interest shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) paid at the same time, upon the same conditions, and in the same proportion, time as the Target Award Stock Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the to which such Dividend Equivalents related Equivalent Amount and Imputed Interest relate vest and are paid pursuant to such dividend Section 2 and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividendSection 4 hereof.

Dividend Equivalents. Subject to this Paragraph 6, with With respect to ordinary cash dividends in respect of Shares covered by any outstanding RSUs, on the payment date of the dividend, a separate account maintained for which a record date occurs during the Restriction Period, Participant for bookkeeping purposes only on the books and records of the Company shall be credited with a dividend equivalents in an amount equal to the dividends that would have been paid to the Participant if one (1) Share had been issued on the Grant Date for each RSU granted to the Participant as set forth in this Agreement (the “Dividend Equivalent”), and will be held without interest thereon until delivered to the Participant (if at all). A Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms vesting restrictions and conditionspayment conditions as the RSUs to which such Dividend Equivalent relates, as set forth in Section 2, and shall vest be paid on the same date as the RSU to which it is attributable is settled in accordance with Section 2(d) hereof (or be forfeited (as applicable) at the same timetime that the RSUs are forfeited). Dividend Equivalents credited shall be distributed in cash. Any Dividend Equivalents in respect of RSUs that do not vest, upon shall be forfeited and retained by the same conditionsCompany. For the avoidance of doubt, (i) if a RSU does not ultimately become vested hereunder, no Dividend Equivalent payments shall be made with respect to such unvested RSU, and (ii) in no event shall a Dividend Equivalent be paid that would result in the Participant receiving both the Dividend Equivalent and the actual dividend with respect to a RSUs and the corresponding Share. This award of RSUs and all Dividend Equivalents hereunder are, individually and in the same proportionaggregate, as intended to constitute an “unfunded” plan. Amounts payable pursuant to this Agreement will be payable from the Target Award Units set forth general assets of the Company and no special or separate reserve, fund or deposit will be made to assure payment of such amounts. No Participant, beneficiary or other person will have any right, title or interest in any fund or in any specific asset of any member of the Company by reason of being party to this Award; providedAgreement. Neither the acceptance of this Agreement, howevernor any actions taken pursuant to this Agreement, that if the Award vests after the record date forwill create, but before the payment date ofor be construed to create, a dividend, then trust of any kind or a fiduciary relationship between the Dividend Equivalents related to such dividend and to Units vesting Company on the vesting date will be paid in cash one hand, and Participant, their beneficiary or in Stock, in other person on the sole discretion of the Company, as soon as practicable following the payment date for such dividendother hand.

Dividend Equivalents. Subject During the Performance Period, before payment or forfeiture of the Award, the Award will be increased by a number of additional Performance Units (“Dividend Equivalents”) representing all cash dividends that would have been paid to the Grantee if one share of Common Stock had been issued to the Grantee on the Grant Date for each Performance Unit granted pursuant to this Paragraph 6, with respect to dividends for which a record date occurs Agreement. The Dividend Equivalents credited during the Restriction PeriodPerformance Period will include fractional shares; provided, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted however, the shares of Common Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value actually issued upon vesting of the Dividend Equivalents by shall be paid only in whole shares of Common Stock, and any fractional shares of Common Stock shall be paid in an amount of cash equal to the Fair Market Value of the Stock on such date (rounded to the nearest thousandth fractional shares of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this AgreementCommon Stock. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same vesting provisions and other terms and conditionsconditions of this Agreement, and shall vest or be forfeited (as applicable) at paid on the same time, upon the same conditions, and in the same proportiondate, as the Target Award Performance Units set forth to which they are attributable. Moreover, references in this Award; providedAgreement to Performance Units shall be deemed to include any Performance Units attributable to Dividend Equivalents. 4. Non-Transferability of Performance Units. {00125969 - 1 } 2 (a) The Performance Units may not be sold, howeverassigned, that transferred, pledged, encumbered or otherwise disposed of by Grantee or any other person until the end of the Performance Period. Any such attempt shall be wholly ineffective and will result in immediate forfeiture of all such amounts. (b) Notwithstanding the foregoing, the Grantee may transfer any part or all rights in the Performance Units to members of the Grantee’s immediate family, to one or more trusts for the benefit of such immediate family members or to partnerships in which such immediate family members are the only partners, in each case only if the Award vests after Grantee does not receive any consideration for the record date fortransfer. In the event of any such transfer, but before the payment date ofPerformance Units shall remain subject to the terms and conditions of this Agreement. For any such transfer to be effective, a dividendthe Grantee must provide prior written notice thereof to the Committee, then unless otherwise authorized and approved by the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in StockCommittee, in its sole discretion; and the sole discretion Grantee shall furnish to the Committee such information as it may request with respect to the transferee and the terms and conditions of any such transfer. For purposes of this Agreement, “immediate family” shall mean the CompanyGrantee’s spouse, as soon as practicable following the payment date for such dividendchildren and grandchildren.

Dividend Equivalents. Subject Each Performance Unit granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent, which Dividend Equivalent shall remain outstanding from the Grant Date until the earlier of the payment or forfeiture of the Performance Unit to which it corresponds (the “Dividend Equivalent Period”). Each Dividend Equivalent shall entitle you to receive payments, subject to and in accordance with this Paragraph 6Award Notice, in an amount equal to each dividend (including any extraordinary or other non-recurring dividend), in each case, that (a) is made by the Company in respect of the share of Common Stock underlying the Earned Unit (as defined below) to which such Dividend Equivalent relates, and (b) has an applicable Dividend Date (as defined below) occurring during the Dividend Equivalent Period. Such amounts (if any) shall be payable no later than thirty (30) days following the date on which such dividends are paid generally to the Company’s stockholders; provided, that any Dividend Equivalent payments that would have been made prior to the date on which the Earned Unit becomes vested shall be paid in a single lump sum no later than sixty (60) days following the date on which the Earned Unit becomes vested. Notwithstanding the foregoing, upon the payment of an Earned Unit or forfeiture of a Performance Unit, the Dividend Equivalent granted in tandem with such paid Earned Unit or forfeited Performance Unit, as applicable, and the Dividend Equivalent Period shall terminate with respect to such Earned Unit or Performance Unit, as applicable. For the avoidance of doubt, a Dividend Equivalent will only entitle you to payments relating to dividends with an applicable Dividend Date occurring between the Grant Date and the date on which you receive payment in respect of the Earned Unit to which it corresponds in accordance with Section 7 below (or, if earlier, the date on which you forfeit the Performance Unit to which it corresponds), and you shall not be entitled to any Dividend Equivalent payment with respect to any Performance Unit that does not become an Earned Unit. The Dividend Equivalents and any amounts that may become distributable in respect thereof shall be treated separately from the Performance Units and the rights arising in connection therewith for purposes of Section 409A of the Code (including for purposes of the designation of the time and form of payments required by Section 409A of the Code). For purposes of this Notice, “Dividend Date” shall mean, with respect to dividends for which a record date occurs during the Restriction Period, Participant shall be credited with a Dividend Equivalent with any dividend made in respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Common Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for preceding the ex-dividend date applicable to such dividend.

Dividend Equivalents. Subject (a) Each Notional Unit granted hereunder is hereby granted in tandem with corresponding a Dividend Equivalent, which shall entitle the Grantee to receive payment described in this Paragraph 6, with Section 4. The Dividend Equivalents and any amounts that may become payable in respect to dividends for which a record date occurs during the Restriction Period, Participant thereof shall be credited treated separately from the Notional Units and the rights arising in connection therewith for purposes of Section 409A (including for purposes of the designation of the time and form of payments required by Section 409A). Upon the forfeiture of any Notional Unit (including, without limitation, in connection with a settlement thereof in Common Shares as described above), the Dividend Equivalent with respect to such forfeited Notional Unit shall also be forfeited, subject to Section 3(d). For the avoidance of doubt, such forfeiture of Dividend Equivalents will not result in forfeiture of any right to receive payments in respect of such Dividend Equivalents that were payable prior to the date of forfeiture. (b) Upon the grant of Common Shares pursuant to Section 2(b)(ii) on a Share Issuance Date, the Grantee shall be entitled to receive, for each outstanding Restricted Stock UnitCommon Share granted on such Share Issuance Date, an amount equal to the per share amount of all dividends declared with respect to Common Shares with an ex-dividend date on or after the Effective Date to and including such Share Issuance Date. After the date of grant of the Common Shares pursuant to Section 2(b)(ii) on a Share Issuance Date, the holder of such Common Shares shall be entitled to receive dividends in the same manner as dividends are paid to all other holders of Common Shares. (c) Upon the grant of Common Shares pursuant to Section 2(b)(iii), the Grantee shall be entitled to receive, for each Common Share granted, an amount equal to the per US-DOCS\99677923.5 share amount of all dividends declared with respect to Common Shares with an ex-dividend date on or after the Effective Date to and including the date of the Change in Control. After the date of grant of the Common Shares pursuant to Section 2(b)(iii), the holder of such Common Shares shall be entitled to receive the per share amount of any dividends declared with respect to Common Shares for each Common Share (whether vested or unvested) held on the ex-dividend date of each such dividend and each such dividend shall be paid in the same manner as dividends are paid to all other holders of Common Shares. (d) Upon grant of the Common Shares pursuant to Section 3(a) on a Share Issuance Date, the Grantee shall be entitled to receive, for each of the Common Shares granted on such Share Issuance Date, an amount in cash equal to the per share amount of all dividends declared with respect to the Common Shares with an ex-dividend date on or after the Effective Date and on or before such Share Issuance Date (other than those with respect to which an adjustment was made pursuant to Section 6). After each Share Issuance Date, the holder of Common Shares shall be entitled to receive dividends in the same manner as dividends are paid to all other holders of Common Shares. (e) Except as provided in this Section 4, the Grantee shall not be entitled to receive any payments in lieu of or in connection with dividends with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments Notional Units and/or Common Shares issuable thereunder. For the avoidance of doubt, the Grantee shall not be entitled to any payment in respect of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on extent he has received a dividend in respect of the Target Award Common Shares underlying the Notional Units and any Dividend Equivalent Units resulting from prior reinvestments of corresponding with such Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.

Dividend Equivalents. Subject So long as the PSUs have not become Released Units and the Participant has not undergone a termination of service with the Company and its Affiliates prior to this Paragraph 6, with respect to dividends for which a or on the record date occurs during declared for a cash dividend payable on Common Stock, the Restriction Period, Participant shall be credited with dividend equivalents on such PSUs in the form of additional PSUs when and to the extent that regular cash dividends are paid on the Common Stock from and after the Date of Grant, provided that if such PSUs have become Released Units and settled in accordance with Section 2 hereof after the record date but prior to the payment date of such a Dividend Equivalent with respect to each outstanding Restricted Stock Unitregular cash dividend, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments the Company may, in its discretion, pay cash in the amount of the dividend in lieu of issuing Dividend Equivalents as provided in this Paragraphon such Released Units. All Such Dividend Equivalents so credited will shall be deemed to be reinvested in Restricted computed by dividing: (i) the amount obtained by multiplying the amount of the regular cash dividend declared and paid for each share of Common Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in by the number of Units determined PSUs (including accumulated Dividend Equivalents) held by dividing the aggregate value Participant on the record date of the Dividend Equivalents such regular cash dividend, by (ii) the Fair Market Value of the Common Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such cash dividend. Such additional PSUs shall vest and settle in the same manner proportionately as the PSUs to which they relate, except that any fractional shares represented by accumulated Dividend Equivalents shall, once vested, be settled solely in cash on the terms provided for cash settlement in Section 2(a) hereof. Any accumulated and unpaid Dividend Equivalents attributable to PSUs that are cancelled will not be paid and are immediately forfeited upon cancellation of the PSUs.

Dividend Equivalents. Subject to this Paragraph 6__, with respect to dividends for which a record date occurs during the Restriction PeriodPeriod applicable to any Units, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Dividend Equivalent Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalentsvalue, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 __ are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Restricted Stock Units set forth in this Awardto which they relate; provided, however, that if the Award vests Restriction Period for any Restricted Stock Unit ends after the record date for, but before the payment date of, a dividend, then the any Dividend Equivalents related to such dividend and to Units vesting on for which the vesting date Restriction Period is ending will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.]

Dividend Equivalents. Subject Provided that the Recipient’s continuous service has not terminated prior to this Paragraph 6the dividend record date, with respect or the Recipient’s continuous service terminated prior to dividends for which a the dividend record date occurs during but the Restriction Period, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Recipient has not been paid for the Recipient’s vested Restricted Stock Units as of the dividend record date solely on account of the Recipient being a “specified employee” (as defined under Section 14(d) hereof) subject to the six-month delay for payment of the Recipient’s vested Restricted Stock Units, as required under Section 14(d) hereof, the Recipient shall receive Dividend Equivalents in the form of additional Restricted Stock Units or fractional Restricted Stock Units each time a dividend or other distribution is paid on the date that the applicable Company's Common Stock. The number of Restricted Stock Units awarded for a cash dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in non-cash dividend other than a stock dividend shall be determined by (i) multiplying the number of Restricted Stock Units determined held by the Recipient pursuant to this Agreement as of the dividend record date by the amount of the dividend per share of Common Stock and (ii) dividing the aggregate value of the Dividend Equivalents product so determined by the Fair Market Value of the Common Stock on such date (rounded to the nearest thousandth dividend payment date. The number of Restricted 2 Stock Units awarded for a whole Unit or as otherwise reasonably stock dividend shall be determined by multiplying the Company); provided, however, that if Dividend Equivalents cannot be reinvested in number of Restricted Stock Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject Recipient pursuant to this AgreementAgreement as of the dividend record date by the number of additional shares of Common Stock actually paid as a dividend per share of Common Stock. Any additional Restricted Stock Units resulting from awarded pursuant to this Section 4(c) shall be awarded effective the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents date the dividend was paid, and shall have the same status, and shall be subject to the same terms and conditionsconditions (including without limitation the vesting and forfeiture provisions), under this Agreement as the Restricted Stock Units to which they relate, and shall vest or be forfeited (as applicable) at distributed on the same time, upon payment date referred to in Section 4(a) herein as the same conditions, and in the same proportionRestricted Stock Units to which they relate (or if later, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the applicable dividend payment date for such dividenddate).

Dividend Equivalents. Subject On each date that a cash dividend is paid to this Paragraph 6holders of Shares from the Grant Date through the date immediately prior to the date the PSUs are settled, with respect to dividends for which a record date occurs during an amount (the Restriction Period, Participant shall be credited with a “Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined belowAmount”) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made equal to the Company’s shareholderscash dividend that is paid on each Share, based on multiplied by the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments (as defined below) that remain unvested and outstanding as of Dividend Equivalentsthe dividend payment record date, in will be credited to the Colleague, and such credited amount will be converted into an additional number of Units PSUs (“Dividend Equivalent Units”) determined by dividing the aggregate value of the Dividend Equivalents Equivalent Amount by the Fair Market Value of a Share on the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plandividend payment. At the end of the Performance Period, such the number of Dividend Equivalents Equivalent Units will be credited adjusted to Participant as reflect a cash value number of Dividend Equivalent Units that is calculated based on the formula described above, but replacing the Target Award Units with the number of Earned PSUs (such adjusted number, the “Earned Dividend Equivalent Units”). During the period beginning immediately following the last day of the Performance Period and any ending on the date the Earned PSUs are paid pursuant to Section 3.2(a) below, Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “will accrue on any Earned PSUs and any Earned Dividend Equivalent Units.” . Dividend Equivalents shall Equivalent Units and Earned Dividend Equivalent Units will be subject to the same terms conditions as the underlying PSUs with respect to which Dividend Equivalent Units and conditionsEarned Dividend Equivalent Units were credited, including without limitation, the vesting condition and shall vest or be forfeited (as applicable) at the same time, upon provisions governing time and form of settlement applicable to the same conditions, and in the same proportionunderlying PSUs. Unless expressly provided otherwise, as the Target Award Units set forth used elsewhere in this Award; providedAgreement, however, references to PSUs in this Agreement shall also include Dividend Equivalent Units and Earned Dividend Equivalent Units that if have been credited to the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related Colleague pursuant to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividendthis Section 2.6.

Dividend Equivalents. Subject (a) Any Employee or Consultant selected by the Administrator may be granted Dividend Equivalents based on the dividends declared on Common Stock, to this Paragraph 6be credited as of dividend payment dates, during the period between the date a Stock Appreciation Right, award of Deferred Stock, or Performance Award is granted, and the date such Stock Appreciation Right, award of Deferred Stock, or Performance Award is exercised, vests or expires, as determined by the Administrator. Such Dividend Equivalents shall be converted to cash or additional shares of Common Stock by such formula and at such time and subject to such limitations as may be determined by the Administrator, subject to compliance with the applicable requirements of Section 409A of the Code. (b) Any Holder of an Option who is an Employee or Consultant selected by the Administrator may be granted Dividend Equivalents based on the dividends declared on Common Stock, to be credited as of dividend payment dates, during the period between the date an Option is granted, and the date such Option is exercised, vests or expires, as determined by the Administrator. Such Dividend Equivalents shall be converted to cash or additional shares of Common Stock by such formula and at such time and subject to such limitations as may be determined by the Administrator, subject to compliance with the applicable requirements of Section 409A of the Code. (c) Any Holder of an Option who is an Independent Director selected by the Administrator may be granted Dividend Equivalents based on the dividends declared on Common Stock, to be credited as of dividend payment dates, during the period between the date an Option is granted and the date such Option is exercised, vests or expires, as determined by the Administrator. Such Dividend Equivalents shall be converted to cash or additional shares of Common Stock by such formula and at such time and subject to such limitations as may be determined by the Administrator, subject to compliance with the applicable requirements of Section 409A of the Code. (d) Dividend Equivalents granted with respect to Options intended to be qualified performance-based compensation for purposes of Section 162(m) of the Code shall be payable, with respect to dividends for which a record date occurs during pre-exercise periods, regardless of whether such Option is subsequently exercised. (e) Notwithstanding the Restriction Periodforegoing, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Non-Qualified Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed Options or Stock Appreciation Rights intended to be reinvested in Restricted Stock Units on exempt from the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments requirements of Dividend Equivalents, in the number of Units determined by dividing the aggregate value Section 409A of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); providedCode, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” no Dividend Equivalents shall relate to the shares subject to such Option or Stock Appreciation Right unless the right to the Dividend Equivalent is not contingent, directly or indirectly, upon the exercise of the Option or Stock Appreciation Right and otherwise does not cause the Option or Stock Appreciation Right to be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion requirements of Section 409A of the Company, as soon as practicable following the payment date for such dividendCode.

Dividend Equivalents. Subject to this Paragraph 6, with respect to dividends for which a record (a) During the period beginning on the grant date occurs during of the Restriction Period, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, Share Units and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units ending on the date on which the such Restricted Share Units become payable pursuant to Section 6 below or are forfeited pursuant to Section 7 below (the “Restricted Period”), you shall receive, in cash, dividend equivalents in an amount equal to the amount of the cash dividends that you would have received if you owned the applicable dividend or distribution is made to number of shares of the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents common stock represented by the Fair Market Value of the Stock on such date (rounded Restricted Share Units that continue to the nearest thousandth of a whole Unit or as otherwise reasonably determined be covered by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that you may elect to defer receipt of such cash dividend equivalents as provided in the Plan. You may elect, by filing with the Secretary of the Company an irrevocable election in a form prescribed by the Company no later than December 5, 2004, to defer receipt of the cash dividend equivalents that would have been payable to you in cash pursuant to Restricted Share Units that vest in equal tranches on each of December 6, 2005 and December 6, 2006. The Company shall from time to time in its sole discretion determine the range of distribution options that may be elected by you. (b) If during the Restricted Period any shares of the Company’s common stock or other property (other than cash) are distributed to holders of the Company’s common stock in a pro rata distribution other than as a result of a stock split, you shall receive the number of shares of the Company’s common stock or the other property that you would have received if you owned the Award vests after number of shares of the record date forCompany’s common stock represented by the Restricted Share Units that continue to be covered by this Award; provided, but before however, that the payment date ofCompany may, in its sole discretion, permit you to elect to defer receipt of such shares or other property as provided in the Plan. (c) Other than as set forth herein, you shall have none of the rights of a dividend, then shareholder or owner with respect to any of the Dividend Equivalents related deferred shares during the deferral period. Any stock dividends or other property distributions that you would have received during the deferral period if you had been the owner of the deferred shares will be credited to such dividend and to Units vesting on your deferral account as additional deferred shares. Any cash dividends that you would have received during the vesting date deferral period if you had been the owner of the deferred shares will be paid in to you as cash dividend equivalents on or in Stock, in about the sole discretion date on which such cash dividends are paid to shareholders of the Company, unless you have elected to defer cash dividends pursuant to subsection (a) above (in which case such cash dividends will be treated as soon if invested under the Company’s Direct Stock Purchase Plan in additional Deferred Shares to be credited to your deferral account in the same manner as practicable following cash dividend equivalents deferred under subsection (a) above). (d) If during the payment date for such dividendRestricted Period any shares of the Company’s common stock are distributed to holders of the Company’s common stock as a result of a stock split, you shall receive a number of additional Restricted Share Units equal to the number of shares of the Company’s common stock that you would have received if you owned the number of shares of the Company’s common stock represented by the Restricted Share Units that continue to be covered by this Award. Such additional Restricted Share Units shall be subject to the same terms, conditions and restrictions as the original Restricted Share Units covered by this Award.

Dividend Equivalents. Subject to this Paragraph 6, with respect to dividends for which a record date occurs during During the Restriction Performance Period, Participant you shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit additional Performance Units (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in Units) with respect to the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Shares having a Fair Market Value as of the Stock on such applicable dividend payment date (rounded equal to the nearest thousandth value of a whole Unit any dividends or as otherwise reasonably determined other distributions that would have been distributed to you if each of the Shares to be delivered to you upon settlement of the Performance Units instead was an issued and outstanding Share owned by you (“Dividend Equivalents”). After the Company); providedexpiration of the Performance Period, however, that if the Target Units and the relevant accrued number of Dividend Equivalents cannot shall be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value collectively adjusted based on the Target Award Percentage Earned and rounded to six decimal places. The additional Performance Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject credited to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein you as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditionsconditions under this Award Agreement as the Performance Units to which they relate, and shall vest or and be forfeited earned and settled (as applicablerounded down to the nearest whole number) in the same manner and at the same timetimes as Performance Units to which they relate. Each Dividend Equivalent shall be treated as a separate payment for purposes of Section 409A of the Code. Notwithstanding the foregoing, upon Dividend Equivalents will no longer accrue on any portion of the Performance Units that have been delivered to you in the form of Restricted Stock pursuant to this Award Agreement so long as you have timely made an election under Section 83(b) of the Code. If you have timely made an election under Section 83(b) of the Code, you will be entitled to receive payment of any dividends paid in the form of cash or property other than Shares with respect to the Restricted Stock, at the same conditions, time and in the same proportion, form as dividends are paid with respect to Shares owned by other shareholders of the Target Award Units set forth in this AwardCompany; provided, however, that if in the event any Restricted Stock is forfeited pursuant to this Award vests after Agreement, you shall be required to immediately repay to the record Company the value as of the date foron which the dividend was paid, but before the payment date of, a dividend, then the Dividend Equivalents related of any dividends you received with respect to such dividend and to Units vesting on the vesting date will be paid in cash or in those forfeited Restricted Stock, in the sole discretion of the Companyreduced by any federal, as soon as practicable following the payment date for such dividend.state or local taxes you paid with respect to those repaid A-10 2848/80663-001 CURRENT/134184815v6

Dividend Equivalents. Subject to this Paragraph 65, Participant shall be credited with Dividend Equivalents with respect to outstanding Restricted Stock Units with respect to dividends for which a record date occurs during prior to the Restriction Perioddate on which the applicable vesting has occurred and all restrictions on the Award Installment have lapsed (the “Delivery Date”), Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to including any related Dividend Equivalent Unit (defined below) Units resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Company’s Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalentsvalue, which cash value shall be held by the Company (without interest) subject to this Agreementhereto. Any The Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as such Dividend Equivalents (“Dividend Equivalent Units.” Dividend Equivalents ”) and, if applicable, cash value resulting from such reinvestment, shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Restricted Stock Units set forth in this Awardto which they relate; provided, however, that if the Award vests Delivery Date occurs after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents Equivalent Units related to such dividend and to Units vesting on the such vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.

Dividend Equivalents. Subject to this Paragraph 6Should any dividend or other distribution payable, other than in shares of RCM Stock, be declared and paid with respect to dividends for which a record date occurs the shares of RCM Stock during the Restriction Periodperiod between (a) the Date of Grant and (b) the Distribution Date (i.e. shares of RCM Stock issuable under the Stock Units are not issued and outstanding for purposes of entitlement to the dividend or distribution), Participant RCM shall be credited with credit to a dividend equivalent book account (the “Dividend Equivalent with respect to each Account”) the value of the dividends or distributions that would have been paid if the outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on credited to the date Participant’s Stock Unit Account at the time of the declaration of the dividend or other distribution were outstanding shares of RCM Stock. At the same time that the applicable dividend or distribution is made corresponding Stock Units are converted to shares of RCM Stock and distributed to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend EquivalentsParticipant (or, in the number event of Units determined by dividing death, the aggregate Participant’s estate) as set forth in Paragraph 4, RCM shall pay to the Participant (or, in the event of death, the Participant’s estate) a lump sum cash payment equal to the value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded dividends or other distributions credited to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company)Participant’s Dividend Equivalent Account that correspond to such vested Stock Units; provided, however, that if Dividend Equivalents cannot be reinvested in Units due any dividends or other distributions that were credited to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Participant’s Dividend Equivalent Account that are attributable to Stock Units resulting from prior reinvestments of Dividend Equivalents, which cash value that have been forfeited as provided in Paragraph 3 above shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject forfeited and not payable to the same terms and conditions, and shall vest or be forfeited Participant (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stockor, in the sole discretion event of death, the Company, as soon as practicable following Participant’s estate). No interest shall accrue on any dividend equivalents credited to the payment date for such dividendParticipant’s Dividend Equivalent Account.

Dividend Equivalents. Subject to this Paragraph 6, Participant shall be credited with Dividend Equivalents with respect to the outstanding Award with respect to dividends for which a record date occurs during prior to the Restriction Period, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraphvesting date. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Company’s Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any The Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as such Dividend Equivalents (“Dividend Equivalent Units.” Dividend Equivalents ”) and, if applicable, cash value resulting from such reinvestment, shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests a vesting date occurs after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents Equivalent Units related to such dividend and to Units vesting on the such vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.

Dividend Equivalents. Subject On each date that a cash dividend is paid to this Paragraph 6holders of Shares from the Grant Date through the date immediately prior to the date the PRSUs are settled, with respect to dividends for which a record date occurs during an amount (the Restriction Period, Participant shall be credited with a “Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined belowAmount”) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made equal to the Company’s shareholderscash dividend that is paid on each Share, based on multiplied by the Target Award Units total number of PRSUs and any Dividend Equivalent Units resulting from prior reinvestments (as defined below) that remain unvested and outstanding as of Dividend Equivalentsthe dividend payment record date, in will be credited to the Colleague, and such credited amount will be converted into an additional number of Units PRSUs (“Dividend Equivalent Units”) determined by dividing the aggregate value of the Dividend Equivalents Equivalent Amount by the Fair Market Value of a Share on the Stock on such date (rounded of the dividend payment. At the end of the Performance Period, the number of Dividend Equivalent Units will be adjusted to reflect the number of Dividend Equivalent Units that would have been credited to the nearest thousandth of a whole Unit or Colleague as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, Grant Date if such Dividend Equivalents will be credited to Participant as a cash value calculations had been based on the Target Award Units number of Earned Performance Shares (such adjusted number, the “Earned Dividend Equivalent Units”). During the period beginning immediately following the last day of the Performance Period and any ending on the date the Earned Performance Shares are paid pursuant to Section 3.2(h) below, Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “will accrue on any Earned Performance Shares and any Earned Dividend Equivalent Units.” . Dividend Equivalents shall Equivalent Units and Earned Dividend Equivalent Units will be subject to the same terms conditions as the underlying PRSUs with respect to which Dividend Equivalent Units and conditionsEarned Dividend Equivalent Units were paid, including without limitation, the vesting condition and shall vest or be forfeited (as applicable) at the same time, upon provisions governing time and form of settlement applicable to the same conditions, and in the same proportionunderlying PRSUs. Unless expressly provided otherwise, as the Target Award Units set forth used elsewhere in this Award; providedAgreement, however, references to PRSUs in this Agreement shall also include Dividend Equivalent Units and Earned Dividend Equivalent Units that if have been credited to the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related Colleague pursuant to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividendthis Section 2.6.

Dividend Equivalents. Subject During the term of this Agreement and provided that the Participant’s Continuous Service has not terminated prior to this Paragraph 6the dividend record date, with respect to dividends for which a record date occurs during the Restriction Period, Participant shall be credited with a have the right to receive distributions (the “Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect Equivalents”) from the Company equal to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments dividends or other distributions that would have been distributed to the Participant if each of Dividend Equivalents as provided in this Paragraphthe shares of Deferred Stock instead was an issued and outstanding Share owned by the Participant. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted The number of shares of Deferred Stock Units on the date that the applicable awarded for a cash dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in non-cash dividend other than a stock dividend shall be determined by (i) multiplying the number of Units determined shares of Deferred Stock held by the Participant pursuant to this Agreement as of the dividend record date by the amount of the dividend per Share and (ii) dividing the aggregate value of the Dividend Equivalents product so determined by the Fair Market Value of a Share on the dividend payment date. The number of shares of Deferred Stock on such date (rounded to the nearest thousandth of awarded for a whole Unit or as otherwise reasonably stock dividend shall be determined by multiplying the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation number of Section 3(a) shares of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be Deferred Stock held by the Company (without interest) subject Participant pursuant to this AgreementAgreement as of the dividend record date by the number of additional Shares actually paid as a dividend per Share. Any Units resulting from additional shares of Deferred Stock awarded pursuant to this Section 5(d) shall be awarded effective the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents date the dividend was paid, and shall have the same status, and shall be subject to the same terms and conditionsconditions (including without limitation the vesting and forfeiture provisions), under this Agreement as the shares of Deferred Stock to which they relate, and shall vest or be forfeited (as applicable) at distributed, reduced by any applicable withholding taxes, on the same time, upon Delivery Date as the same conditions, and in the same proportionDeferred Stock to which they relate (or if later, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, applicable dividend payment date). Each Dividend Equivalent shall be treated as soon as practicable following a separate payment for purposes of Section 409A of the payment date for such dividendCode.

Dividend Equivalents. Subject Each Performance Unit granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent, which Dividend Equivalent shall remain outstanding from the Grant Date until the earlier of the payment or forfeiture of the Performance Unit to which it corresponds (the “Dividend Equivalent Period”). Each Dividend Equivalent shall entitle you to receive payments, subject to and in accordance with this Paragraph 6Award Notice, in an amount equal to each dividend (including any extraordinary or other non-recurring dividend), in each case, that (a) is made by the Company in respect of the share of Common Stock underlying the Earned Unit (as defined below) to which such Dividend Equivalent relates, and (b) has an applicable Dividend Date (as defined below) occurring during the Dividend Equivalent Period. Such amounts (if any) shall be payable no later than thirty (30) days following the date on which such dividends are paid generally to the Company’s stockholders; provided, that no such payments shall be made prior to the date on which the Earned Unit becomes an Earned Unit, and any Dividend Equivalent payments that would have been made prior to the date on which the Earned Unit becomes an Earned Unit shall be paid in a single lump sum no later than sixty (60) days following the date on which the Earned Unit becomes an Earned Unit. Notwithstanding the foregoing, upon the payment of an Earned Unit or forfeiture of a Performance Unit, the Dividend Equivalent granted in tandem with such paid Earned Unit or forfeited Performance Unit, as applicable, and the Dividend Equivalent Period shall terminate with respect to such Earned Unit or Performance Unit, as applicable. For the avoidance of doubt, a Dividend Equivalent will only entitle you to payments relating to dividends with an applicable Dividend Date occurring between the Grant Date and the date on which you receive payment in respect of the Earned Unit to which it corresponds in accordance with Section 7 below (or, if earlier, the date on which you forfeit the Performance Unit to which it corresponds), and you shall not be entitled to any Dividend Equivalent payment with respect to any Performance Unit that does not become an Earned Unit. The Dividend Equivalents and any amounts that may become distributable in respect thereof shall be treated separately from the Performance Units and the rights arising in connection therewith for purposes of Section 409A (as defined below) (including for purposes of the designation of the time and form of payments required by Section 409A). For purposes of this Notice, “Dividend Date” shall mean, with respect to dividends for which a record date occurs during the Restriction Period, Participant shall be credited with a Dividend Equivalent with any dividend made in respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Common Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for preceding the ex-dividend date applicable to such dividend.. US-DOCS\81548484.2

Dividend Equivalents. Subject Provided that the Recipient’s continuous service has not terminated prior to this Paragraph 6the dividend record date, with respect or the Recipient’s continuous service terminated prior to dividends for which a the dividend record date occurs during but the Restriction Period, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Recipient has not been paid for the Recipient’s vested Restricted Stock Units as of the dividend record date solely on account of the Recipient being a “specified employee” (as defined under Section 14(d) hereof) subject to the six-month delay for payment of the Recipient’s vested Restricted Stock Units, as required under Section 14(d) hereof, the Recipient shall receive Dividend Equivalents in the form of additional Restricted Stock Units or fractional Restricted Stock Units each time a dividend or other distribution is paid on the date that the applicable Company's Common Stock. The number of Restricted Stock Units awarded for a cash dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in non-cash dividend other than a stock dividend shall be determined by (i) multiplying the number of Restricted Stock Units determined held by the Recipient pursuant to this Agreement as of the dividend record date by the amount of the dividend per share of Common Stock and (ii) dividing the aggregate value of the Dividend Equivalents product so determined by the Fair Market Value of the Common Stock on such date (rounded to the nearest thousandth dividend payment date. The number of Restricted Stock Units awarded for a whole Unit or as otherwise reasonably stock dividend shall be determined by multiplying the Company); provided, however, that if Dividend Equivalents cannot be reinvested in number of Restricted Stock Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject Recipient pursuant to this AgreementAgreement as of the dividend record date by the number of additional shares of Common Stock actually paid as a dividend per share of Common Stock. Any additional Restricted Stock Units resulting from awarded pursuant to this Section 4(c) shall be awarded effective the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents date the dividend was paid, and shall have the same status, and shall be subject to the same terms and conditionsconditions (including without limitation the vesting and forfeiture provisions), under this Agreement as the Restricted Stock Units to which they relate, and shall vest or be forfeited (as applicable) at distributed on the same time, upon payment date referred to in Section 4(a) herein as the same conditions, and in the same proportionRestricted Stock Units to which they relate (or if later, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the applicable dividend payment date for such dividenddate).

Dividend Equivalents. Subject to this Paragraph 6, with respect to dividends for which a record (a) During the period beginning on the grant date occurs during of the Restriction Period, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, Share Units and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units ending on the date on which the such Restricted Share Units become payable pursuant to Section 6 below or are forfeited pursuant to Section 7 below (the “Restricted Period”), you shall receive, in cash, dividend equivalents in an amount equal to the amount of the cash dividends that you would have received if you owned the applicable dividend or distribution is made to number of shares of the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents common stock represented by the Fair Market Value of the Stock on such date (rounded Restricted Share Units that continue to the nearest thousandth of a whole Unit or as otherwise reasonably determined be covered by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that you may elect to defer receipt of such cash dividend equivalents as provided in the Plan. You may elect, by filing with the Secretary of the Company an irrevocable election in a form prescribed by the Company no later than January 1, 2005, to defer receipt of the cash dividend equivalents that would have been payable to you in cash pursuant to Restricted Share Units that vest in equal tranches on each of January 2, 2006 and January 2, 2007. The Company shall from time to time in its sole discretion determine the range of distribution options that may be elected by you. (b) If during the Restricted Period any shares of the Company’s common stock or other property (other than cash) are distributed to holders of the Company’s common stock in a pro rata distribution other than as a result of a stock split, you shall receive the number of shares of the Company’s common stock or the other property that you would have received if you owned the Award vests after number of shares of the record date forCompany’s common stock represented by the Restricted Share Units that continue to be covered by this Award; provided, but before however, that the payment date ofCompany may, in its sole discretion, permit you to elect to defer receipt of such shares or other property as provided in the Plan. (c) Other than as set forth herein, you shall have none of the rights of a dividend, then shareholder or owner with respect to any of the Dividend Equivalents related deferred shares during the deferral period. Any stock dividends or other property distributions that you would have received during the deferral period if you had been the owner of the deferred shares will be credited to such dividend and to Units vesting on your deferral account as additional deferred shares. Any cash dividends that you would have received during the vesting date deferral period if you had been the owner of the deferred shares will be paid in to you as cash dividend equivalents on or in Stock, in about the sole discretion date on which such cash dividends are paid to shareholders of the Company, unless you have elected to defer cash dividends pursuant to subsection (a) above (in which case such cash dividends will be treated as soon if invested under the Company’s Direct Stock Purchase Plan in additional deferred shares to be credited to your deferral account in the same manner as practicable following cash dividend equivalents deferred under subsection (a) above). (d) If during the payment date for such dividendRestricted Period any shares of the Company’s common stock are distributed to holders of the Company’s common stock as a result of a stock split, you shall receive a number of additional Restricted Share Units equal to the number of shares of the Company’s common stock that you would have received if you owned the number of shares of the Company’s common stock represented by the Restricted Share Units that continue to be covered by this Award. Such additional Restricted Share Units shall be subject to the same terms, conditions and restrictions as the original Restricted Share Units covered by this Award.

Dividend Equivalents. Subject to this Paragraph 6, with respect to dividends for which a record date occurs during the Restriction Period, Participant shall be credited with a Dividend Equivalent with (a) With respect to each outstanding Restricted Phantom Share that vests in accordance with paragraph 2 and Exhibit A, the Grantee shall have the right to receive an amount equal to the cash dividend distributions declared in the ordinary course on a share (“Share”) of Common Stock Unitof the Company (each, a “Dividend Payment”) during the period beginning on the Grant Date and ending on the last day of the TSR Performance Period, or if earlier, the date on which the Phantom Shares are settled pursuant to paragraph 4 (such period, the “Dividend Period”). (b) Any such Dividend Payments shall only be payable with respect to any related Dividend Equivalent Unit Phantom Shares that vest and shall be paid in the form of additional Shares at the time Phantom Shares are settled pursuant to paragraph 4. At such time, the Grantee shall receive additional Shares with an aggregate value (defined determined as described below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed equal to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents Payments declared during the Dividend Period with respect to the number of Shares equal to the number of vested Phantom Shares. (c) The number of additional Shares to be distributed pursuant to sub-paragraph (b) shall be calculated as follows: (i) the accumulated Dividend Payments declared during the Dividend Period, multiplied by (ii) the number of Shares to be distributed with respect to the vested Phantom Shares, divided by (iii) the Fair Market Value per Share on the date on the last day of the Stock Performance Period, or if earlier, the date on such date (which the Phantom Shares are settled pursuant to paragraph 4, rounded down to the nearest thousandth of a whole Unit or as otherwise reasonably determined by share. (d) In the Company); provided, however, event that if Dividend Equivalents cannot be reinvested in Units due dividends are declared with respect to the operation of Section 3(a) Common Stock of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based Company during the period beginning on the Target Award Units Vesting Date and any Dividend Equivalent Units resulting from prior reinvestments ending on the date on which the Phantom Shares are settled pursuant to paragraph 4, then an amount equal to the dividends that the Grantee would have received if the Grantee had owned a number of Dividend Equivalents, which cash value Shares equal to the number of outstanding Phantom Shares as of the date the dividend is declared shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject paid to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and Grantee in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting cash on the vesting date will be such dividends are paid in cash or in Stock, in to shareholders of the sole discretion Common Stock of the Company, as soon as practicable following the payment date for such dividendbut no later than December 31, 202_.

Dividend Equivalents. Subject to this Paragraph 6Until such time as the vested Restricted Units are redeemed, if any dividends are declared with respect to the Common Shares, at the same time that dividends for which are paid with respect to the Common Shares, a cash payment will be paid to the Participant by RAIT equal to the value of the dividends that would have been distributed if the vested Restricted Units credited to the Participant’s Restricted Unit Account at the time of the record date occurs during of the Restriction Periodrelevant dividend were Common Shares. With respect to unvested Restricted Units, Participant an amount equal to the value of the dividends that would have been distributed if the unvested Restricted Units credited to the Participant’s Restricted Unit Account at the time of the record date of the relevant dividend were Common Shares shall be credited with a to the Participant’s Dividend Equivalent with respect Account. Within thirty (30) days following the Vesting Date of any unvested Restricted Units, a cash payment will be paid to each outstanding the Participant by RAIT equal to the value of the aggregate amount credited to the Participant’s Dividend Equivalent Account for the corresponding unvested Restricted Stock Unit, and Units that vested as of the Vesting Date. No interest shall accrue with respect to any related amounts credited to the Participant’s Dividend Equivalent Unit (defined below) resulting from Account. If any unvested Restricted Units terminate for any reason prior reinvestments of to the Vesting Date, the aggregate amount credited to the Dividend Equivalents as provided in Equivalent Account with respect to such unvested Restricted Units shall terminate and the Participant shall not have any rights with respect to any such amounts. Each cash payment pursuant to this Paragraph. All Dividend Equivalents so credited will Paragraph 5 shall be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments as a separate payment for purposes of Dividend Equivalents, in the number of Units determined by dividing the aggregate value section 409A of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent UnitsCode.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.

Dividend Equivalents. Subject Each RSU granted hereunder that becomes a Performance Vested RSU is hereby granted in tandem with a corresponding Dividend Equivalent, which Dividend Equivalent shall remain outstanding from the Grant Date until the earlier of the payment or forfeiture of the RSU to this Paragraph 6which it corresponds. Pursuant to each outstanding Dividend Equivalent, with respect to dividends for which a record date occurs during each dividend paid by the Restriction Company with respect to the Performance Period, the Participant shall be credited with a entitled to receive payment equal to the amount of such dividend, if any, on the Shares underlying the Performance Vested RSU to which such Dividend Equivalent with respect relates, payable in the same form and amounts as dividends paid to each outstanding Restricted Stock Unitholder of a Share. Each such payment shall be made no later than thirty (30) days following the applicable dividend payment date, provided that no such payments shall be made prior to the date on which the Performance Vested RSU becomes a Performance Vested RSU, and any Dividend Equivalent payments that would have been made prior to such date had the Performance Vested RSU been a Performance Vested RSU, plus (or minus) the amount of gain (or loss) on such amounts had they been reinvested in Common Stock on the date on which the corresponding dividend was paid (at a price equal to the closing price of the Common Stock on the applicable dividend payment date), shall be paid in a single lump sum no later than sixty (60) days following the date on which the Performance Vested RSU becomes a Performance Vested RSU (such payment date, the “Accumulated Dividend Payment Date”). Dividend Equivalents shall not entitle the Participant to any payments relating to dividends paid after the earlier to occur of the payment or forfeiture of the Performance Vested RSU underlying such Dividend Equivalent, and the Participant shall not be entitled to any Dividend Equivalent payment with respect to any related RSU that does not become a Performance Vested RSU. In addition, notwithstanding the foregoing, in the event of the Participant’s Termination of Service for any reason following the Accumulated Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will Payment Date, the Participant shall not be deemed entitled to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from payments with respect to dividends declared prior reinvestments to the date of Dividend Equivalents, in the number of Units determined by dividing the aggregate value such termination on Shares underlying RSUs which are unvested as of the date of such termination (after taking into account any accelerated vesting that occurs in connection with such termination). Dividend Equivalents by and any amounts that may become distributable in respect thereof shall be treated separately from the Fair Market Value RSUs and the rights arising in connection therewith for purposes of the Stock on such date (rounded to the nearest thousandth designation of a whole Unit or as otherwise reasonably determined time and form of payments required by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) 409A of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent UnitsCode.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.