Common use of Dividend Equivalents Clause in Contracts

Dividend Equivalents. Except as otherwise determined by the Compensation Committee (the “Committee”), in its sole discretion, you will earn Dividend Equivalents in an amount equal to the value of any cash or stock dividends paid by the Company upon one Share of Common Stock for each unvested Restricted Stock Unit or Additional Restricted Stock Unit (as defined below) credited to your bookkeeping account on a dividend record date. In the case of cash dividends, the Company shall credit to your bookkeeping account, on each dividend payment date, an additional number of Restricted Stock Units (“Additional Restricted Stock Units”) equal to (a) divided by (b), where (a) equals the total number of unvested Restricted Stock Units and Additional Restricted Stock Units, if any, subject to this Agreement on such date multiplied by the dollar amount of the cash dividend paid per Share of Common Stock on such date, and (b) equals the Fair Market Value of a Share on such date. If a dividend is paid to holders of Common Stock in Shares, the Company shall credit to you, on each dividend payment date, Additional Restricted Stock Units equal to the total number of unvested Restricted Stock Units and Additional Restricted Stock Units subject to this Agreement on such date multiplied by the Share dividend paid per Share of Common Stock on such date. Additional Restricted Stock Units are subject to the same restrictions, including but not limited to vesting, transferability and payment restrictions, that apply to the Restricted Stock Units to which they relate.

Dividend Equivalents. Except as otherwise determined by the Compensation Committee (the “Committee”), in its sole discretion, you will earn Dividend Equivalents in an amount equal to the value of any cash or stock dividends paid by the Company upon one Share of Common Stock for each unvested Restricted Stock Unit or Additional Restricted Stock Unit (as defined below) credited to your bookkeeping account on a dividend record date. In the case of cash dividends, the Company shall credit to your bookkeeping account, on each dividend payment date, an additional number of Restricted Stock Units (“Additional Restricted Stock Units”) equal to (a) divided by (b), where (a) equals the total number of unvested Restricted Stock Units and Additional Restricted Stock Units, if any, subject to this Agreement on such date multiplied by the dollar amount of the cash dividend paid per Share of Common Stock on such date, and (b) equals the Fair Market Value of a Share on such date. If a dividend is paid to holders of Common Stock in Shares, the Company shall credit to you, on each dividend payment date, Additional Restricted Stock Units equal to the total number of unvested Restricted Stock Units and Additional Restricted Stock Units subject to this Agreement on such date multiplied by the Share dividend paid per Share of Common Stock on such date. Additional Restricted Stock Units are subject to the same restrictions, including but not limited to vesting, transferability and payment restrictions, that apply to the Restricted Stock Units to which they relate.

Dividend Equivalents. Except as otherwise determined by the Compensation Committee (the “Committee”), in its sole discretion, you will earn Director shall receive Dividend Equivalents in an amount equal to the value form of any cash or stock dividends paid by the Company upon one Share of Common Stock for each unvested additional Restricted Stock Unit Units or Additional fractional Restricted Stock Unit (as defined below) credited to your bookkeeping account on Units each time a dividend record dateor other distribution is paid on the Company’s Common Stock. In the case of cash dividends, the Company shall credit to your bookkeeping account, on each dividend payment date, an additional The number of Restricted Stock Units (“Additional Restricted Stock Units”) equal to (a) divided awarded for a cash dividend or non-cash dividend other than a stock dividend shall be determined by (b), where (ai) equals multiplying the total number of unvested Restricted Stock Units and Additional Restricted Stock Units, if any, subject held by the Director pursuant to this Agreement on such as of the dividend payment date multiplied by the dollar amount of the cash dividend paid per Share share of Common Stock on such date, and (bii) equals dividing the product so determined by the Fair Market Value of a Share the Common Stock on such the dividend payment date. If The number of Restricted Stock Units awarded for a stock dividend is paid shall be determined by multiplying the number of Restricted Stock Units held by the Director pursuant to holders this Agreement as of the dividend payment date by the number of additional shares of Common Stock in Shares, the Company shall credit to you, on each actually paid as a dividend payment date, Additional per share of Common Stock. Any additional Restricted Stock Units equal to the total number of unvested Restricted Stock Units and Additional Restricted Stock Units subject awarded pursuant to this Agreement on such Section 4(c) shall be awarded effective the day following the date multiplied by the Share dividend paid per Share of Common Stock on such date. Additional Restricted Stock Units are was paid, and shall have the same status, and shall be subject to the same restrictionsterms and conditions (including without limitation the vesting and forfeiture provisions), including but not limited to vesting, transferability and payment restrictions, that apply to under this Agreement as the Restricted Stock Units to which they relate, and shall be distributed on the same payment date referred to in Section 4(a) herein as the Restricted Stock Units to which they relate. In no event shall the Director be entitled to receive any Dividend Equivalent with respect to any dividend or other distribution for which the dividend payment date is after the Director’s Separation from Service.

Dividend Equivalents. Except as otherwise determined by the Compensation Committee (the “Committee”), in its sole discretion, you will earn Dividend Equivalents in an amount equal to the value of a) If on any cash or stock dividends paid by the Company upon one Share of Common Stock for each unvested Restricted Stock Unit or Additional Restricted Stock Unit (as defined below) credited to your bookkeeping account on a dividend record date. In the case of cash dividends, date the Company shall credit to your bookkeeping accountpay any dividend on shares of Stock of the Company, on each dividend payment date, an additional the number of Restricted Stock Units credited to the Grantee shall, as of such date, be increased by an amount determined by the following formula: W = (“Additional Restricted Stock Units”) equal to (aX multiplied by Y) divided by (b)Z, where (a) equals where: W = the total number of unvested additional Restricted Stock Units and Additional to be credited to the Grantee on such dividend payment date; X = the aggregate number of Restricted Stock Units, if any, subject Units credited to this Agreement on such the Grantee as of the record date multiplied by of the dollar amount of dividend; Y = the cash dividend per share amount; and Z = the Fair Market Value per share of Stock (as determined under the Plan) on the dividend payment date. (b) In the case of a dividend paid per Share on Stock in the form of Common Stock, including without limitation a distribution of Stock on such by reason of a stock dividend, stock split or otherwise, the number of Restricted Stock Units credited to the Grantee shall be increased by a number equal to the product of (i) the aggregate number of Restricted Stock Units that have been awarded to the Grantee through the related dividend record date, and (bii) equals the Fair Market Value number of a Share shares of Stock (including any fraction thereof) payable as dividend on such dateone share of Stock. If a dividend is paid to holders of Common Stock in Shares, the Company shall credit to you, on each dividend payment date, Additional Any additional Restricted Stock Units equal shall be subject to the total number vesting and restrictions of unvested this Agreement in the same manner and for so long as the Restricted Stock Units and Additional Restricted Stock Units subject granted pursuant to this Agreement on to which they relate remain subject to such date multiplied by vesting and restrictions, and shall be promptly forfeited to the Share dividend paid per Share of Common Stock on Company if and when such date. Additional Restricted Stock Units are subject to the same restrictions, including but not limited to vesting, transferability and payment restrictions, that apply to the Restricted Stock Units to which they relateso forfeited.

Dividend Equivalents. Except as otherwise determined by Notwithstanding the Compensation Committee foregoing, you shall accumulate a right to “dividend equivalents” on the Restricted Stock Units if cash dividends are paid on Shares having a record date on or after the Award Date and prior to the end of the Holding Period. You will be entitled to such dividend equivalents with respect to the Restricted Stock Units from the Award Date until the date such Restricted Stock Units are issued (the “CommitteeDividend Equivalent Period”), in its sole discretionas follows:  (i) For each Share dividend having a record date during the Dividend Equivalent Period, you will earn Dividend Equivalents in an as of each payment date for such dividend, a dollar amount equal to the value amount of any cash or stock dividends the dividend that would have been paid by on the Company upon one Share number of Common Stock for each unvested Restricted Stock Unit or Additional Restricted Stock Unit (as defined below) credited Shares equal to your bookkeeping account on a dividend record date. In the case of cash dividends, the Company shall credit to your bookkeeping account, on each dividend payment date, an additional number of Restricted Stock Units (“Additional Restricted Stock Units”) equal to (a) divided held by (b), where (a) equals you under this Award as of the total close of business on the record date for such dividend will be converted into a number of unvested Restricted Stock Units and Additional Restricted Stock Units, if any, subject to this Agreement on such date multiplied by the dollar amount of the cash dividend paid per Share of Common Stock on such date, and (b) equals the Fair Market Value of a Share on such date. If a dividend is paid to holders of Common Stock in Shares, the Company shall credit to you, on each dividend payment date, Additional additional notional Restricted Stock Units equal to the total number of unvested Restricted Stock Units and Additional Restricted Stock Units subject to this Agreement on such date multiplied by the Share dividend paid per Share of Common Stock on such date. Additional Restricted Stock Units are subject whole Shares with fractional shares rounded up to the same restrictionsnext whole Share that could have been purchased at the closing price on the dividend payment date with such dollar amount. (ii) Such accrued dividend equivalents will be paid to you in Shares at such time and in accordance with Section 2, including as applies, but not limited in each such case only to vesting, transferability and payment restrictions, the extent that apply to the Restricted Stock Units to on which they relatesuch dividend equivalents were credited have become vested and payable. The Committee may, in its discretion, pay such dividend equivalents in cash in lieu of Shares.

Dividend Equivalents. Except as otherwise determined by the Compensation Committee (the “Committee”), in its sole discretion, you will earn Dividend Equivalents in an amount equal to the value of any cash or stock dividends paid by the Company upon one Share of Common Stock for each unvested Restricted Performance Stock Unit or Additional Restricted Performance Stock Unit (as defined below) credited to your bookkeeping account on a dividend record date. At the Vesting Date specified in Section 4, such Dividend Equivalents shall be adjusted upward or downward based on your actual number of Performance Stock Units earned and vested in accordance with the terms of this Agreement. In the case of cash dividends, the Company shall credit to your bookkeeping account, on each dividend payment date, an additional number of Restricted Performance Stock Units (“Additional Restricted Performance Stock Units”) equal to (a) divided by (b), where (a) equals the total number of unvested Restricted Performance Stock Units and Additional Restricted Performance Stock Units, if any, subject to this Agreement on such date date, multiplied by the dollar amount of the cash dividend paid per Share of Common Stock on such date, and (b) equals the Fair Market Value of a Share on such date. If a dividend is paid to holders of Common Stock in Shares, the Company shall credit to you, on each dividend payment date, Additional Restricted Performance Stock Units equal to the total number of unvested Restricted Performance Stock Units and Additional Restricted Performance Stock Units subject to this Agreement on such date multiplied by the Share dividend paid per Share of Common Stock on such date. Additional Restricted Performance Stock Units are subject to the same restrictions, including but not limited to vesting, transferability and payment restrictions, that apply to the Restricted Performance Stock Units to which they relate.

Dividend Equivalents. Except as otherwise determined by the Compensation Corporate Governance and Responsibility Committee (the “Committee”), in its sole discretion, you will earn Dividend Equivalents in an amount equal to the value of any cash or stock dividends paid by the Company upon one Share of Common Stock for each unvested Restricted Stock Unit or Additional Restricted Stock Unit (as defined below) credited to your bookkeeping account on a dividend record payment date. In the case of cash dividends, the Company shall credit to your bookkeeping account, on each dividend payment date, an additional number of Restricted Stock Units (“Additional Restricted Stock Units”) equal to (a) divided by (b), where (a) equals the total number of unvested Restricted Stock Units and Additional Restricted Stock Units, if any, subject to this Agreement on such date multiplied by the dollar amount of the cash dividend paid per Share of Common Stock on such date, and (b) equals the Fair Market Value of a Share on such date. If a dividend is paid to holders of Common Stock in Shares, the Company shall credit to you, on each dividend payment date, Additional Restricted Stock Units equal to the total number of unvested Restricted Stock Units and Additional Restricted Stock Units subject to this Agreement on such date multiplied by the Share dividend paid per Share of Common Stock on such date. Additional Restricted Stock Units are subject to the same restrictions, including but not limited to vesting, transferability and payment restrictions, that apply to the Restricted Stock Units to which they relate.

Dividend Equivalents. Except You shall not have any rights as otherwise determined by a stockholder until your Restricted Stock Units vest and you are issued shares of Common Stock in settlement of the Compensation Committee (vested Restricted Stock Units. If the “Committee”), in its sole discretionCompany declares a dividend, you will earn Dividend Equivalents accrue dividend equivalents on the unvested Restricted Stock Units in an the amount equal to the value of any cash or stock dividends paid by quarterly dividend declared on the Company upon one Share Common Stock. Dividend equivalents shall continue to accrue until your Restricted Stock Units vest and you receive actual shares of Common Stock for each unvested in settlement of the vested Restricted Stock Unit or Additional Units. The dividend equivalents shall be credited as additional Restricted Stock Unit (as defined below) Units in your account to be paid in shares of Common Stock on the Vest Date along with the Restricted Stock Units to which they relate. The number of additional Restricted Stock Units to be credited to your bookkeeping account on a shall be determined by dividing the aggregate dividend record date. In payable with respect to the case of cash dividends, the Company shall credit to your bookkeeping account, on each dividend payment date, an additional number of Restricted Stock Units (“Additional Restricted in your account by the closing price of the Common Stock Units”) equal to (a) divided by (b), where (a) equals on the total number of unvested New York Stock Exchange on the dividend payment date. The additional Restricted Stock Units credited to your account are subject to all of the terms and Additional conditions of this Restricted Stock Units, if any, subject to this Agreement on such date multiplied by Unit award and the dollar amount of the cash Plan and you shall forfeit any dividend paid per Share of Common Stock on such date, and (b) equals the Fair Market Value of a Share on such date. If a dividend is paid to holders of Common Stock in Shares, the Company shall credit to you, on each dividend payment date, Additional equivalent Restricted Stock Units equal to in the total number of unvested Restricted Stock Units and Additional Restricted Stock Units subject to this Agreement on such date multiplied by the Share dividend paid per Share of Common Stock on such date. Additional Restricted Stock Units are subject to the same restrictions, including but not limited to vesting, transferability and payment restrictions, event that apply to you forfeit the Restricted Stock Units to which they relate.

Dividend Equivalents. Except In the event that the Company declares and pays a dividend in respect of its outstanding shares of Stock and, on the record date for such dividend, you hold Restricted Stock Units granted pursuant to this Agreement that have not been settled (including Additional Restricted Stock Units, as otherwise determined by defined in this Section 3, together with the Compensation Committee unsettled Restricted Stock Units, the “Outstanding RSUs”), the amount of such dividend payment that would be payable to you if you were the holder of record of a number of shares of Stock equal to the number of Outstanding RSUs (the “CommitteeDividend Equivalent Payment”), in its sole discretion, you will earn Dividend Equivalents in an amount equal to the value of any cash or stock dividends paid ) shall be retained by the Company upon one Share of Common Stock for each unvested Restricted Stock Unit or Additional Restricted Stock Unit and deemed invested in full (and, as defined belowapplicable, fractional) credited to your bookkeeping account on a dividend record date. In the case of cash dividends, the Company shall credit to your bookkeeping account, on each dividend payment date, an additional number shares of Restricted Stock Units effective as of the record date of such dividend payment. Such additional notional shares of Stock (the “Additional Restricted Stock Units”) equal to (a) divided by (b), where (a) equals the total number of unvested will constitute Restricted Stock Units subject to the restrictions and risk of forfeiture described in Section 4 of this Agreement. The restrictions and risk of forfeiture imposed on the Additional Restricted Stock Units will lapse at the same time, and subject to the same conditions, as each Restricted Stock Unit (or Additional Restricted Stock Unit) upon which the dividend was paid. You will have no shareholder rights with respect to the Additional Stock Units unless and until shares of Stock are issued to you upon settlement of the Additional Restricted Stock Units, if any, subject . The number of Additional Restricted Stock Units created pursuant to this Agreement on such date multiplied by the dollar amount declaration and payment of any dividend in respect of the cash dividend paid per Share of Common Stock on such date, and (b) equals will be determined by dividing the Dividend Equivalent Payment by the Fair Market Value of a Share on such date. If a dividend is paid to holders of Common Stock in Shares, the Company shall credit to you, on each dividend payment date, Additional Restricted Stock Units equal to the total number of unvested Restricted Stock Units and Additional Restricted Stock Units subject to this Agreement on such date multiplied by the Share dividend paid per Share of Common Stock on such date. Additional Restricted Stock Units are subject to the same restrictions, including but not limited to vesting, transferability and payment restrictions, that apply to record date of the Restricted Stock Units to which they relatedividend associated with the Dividend Equivalent Payment.

Dividend Equivalents. Except as otherwise determined by the Compensation Committee (the “Committee”), in its sole discretion, you will earn Director shall receive Dividend Equivalents in an amount equal to the value form of any cash or stock dividends paid by the Company upon one Share of Common Stock for each unvested additional Restricted Stock Unit Units or Additional fractional Restricted Stock Unit (as defined below) credited to your bookkeeping account on Units each time a dividend record dateor other distribution is paid on the Company’s Common Stock. In the case of cash dividends, the Company shall credit to your bookkeeping account, on each dividend payment date, an additional The number of Restricted Stock Units (“Additional Restricted Stock Units”) equal to (a) divided awarded for a cash dividend or non-cash dividend other than a stock dividend shall be determined by (b), where (ai) equals multiplying the total number of unvested Restricted Stock Units and Additional Restricted Stock Units, if any, subject held by the Director pursuant to this Agreement on such as of the dividend payment date multiplied by the dollar amount of the cash dividend paid per Share share of Common Stock on such date, and (bii) equals dividing the product so determined by the Fair Market Value of a Share the Common Stock on such the dividend payment date. If The number of Restricted Stock Units awarded for a stock dividend is paid shall be determined by multiplying the number of Restricted Stock Units held by the Director pursuant to holders this Agreement as of the dividend payment date by the number of additional shares of Common Stock in Shares, the Company shall credit to you, on each actually paid as a dividend payment date, Additional per share of Common Stock. Any additional Restricted Stock Units equal to the total number of unvested Restricted Stock Units and Additional Restricted Stock Units subject awarded pursuant to this Agreement on such Section 4(c) shall be awarded effective the day following the date multiplied by the Share dividend paid per Share of Common Stock on such date. Additional Restricted Stock Units are was paid, and shall have the same status, and shall be subject to the same restrictionsterms and conditions (including without limitation the vesting and forfeiture provisions), including but not limited under this Agreement as the Restricted Stock Units to vestingwhich they relate, transferability and shall be distributed on the same payment restrictions, that apply date referred to in Section 4(a) herein as the Restricted Stock Units to which they relate.

Dividend Equivalents. Except as otherwise determined by the Compensation Corporate Governance and Responsibility Committee (the “Committee”), in its sole discretion, you will earn Dividend Equivalents in an amount equal to the value of any cash or stock dividends paid by the Company upon one Share of Common Stock for each unvested Restricted Stock Unit or Additional Restricted Stock Unit (as defined below) credited to your bookkeeping account on a dividend record payment date. In the case of cash dividends, the Company shall credit to your bookkeeping account, on each dividend payment date, an additional number of Restricted Stock Units (“Additional Restricted Stock Units”) equal to (a) divided by (b), where (a) equals the total number of unvested Restricted Stock Units and Additional Restricted Stock Units, if any, subject to this Agreement on such date multiplied by the dollar amount of the cash dividend paid per Share of Common Stock on such date, and (b) equals the Fair Market Value of a Share on such date. If a dividend is paid to holders of Common Stock in Shares, the Company shall credit to you, on each dividend payment date, Additional Restricted Stock Units equal to the total number of unvested Restricted Stock Units and Additional Restricted Stock Units subject to this Agreement on such date multiplied by the Share dividend paid per Share of Common Stock on such date. Additional Restricted Stock Units are subject to the same restrictions, including but not limited to vesting, transferability and payment restrictions, that apply to the Restricted Stock Units to which they relate. [You will continue to earn Additional Restricted Stock Units on unpaid Restricted Stock Units and Additional Restricted Stock Units that are held in your bookkeeping account pursuant to a deferral election until the vested Shares are paid to you.]

Dividend Equivalents. Except as otherwise determined by the Compensation Committee (the “Committee”), in its sole discretion, you will earn Dividend Equivalents in an amount equal to the value of any cash or stock dividends paid by the Company upon one Share of Common Stock for On each unvested Restricted Stock Unit or Additional Restricted Stock Unit (as defined below) credited to your bookkeeping account day on which a dividend record date. In is paid on shares of Stock from the case Date of cash dividendsGrant until Employee’s Separation from Service or Retirement, the Company shall credit to your bookkeeping account, on each dividend payment date, an Employee will be credited with additional number of Restricted Stock Units (“Additional Restricted Stock Units”) equal in satisfaction of the Dividend Equivalent Award made pursuant to (a) divided by (b), where (a) equals the total Section 1. The number of unvested additional Restricted Stock Units and Additional Restricted Stock Units, if any, subject credited to this Agreement on such date multiplied Employee shall be determined by dividing (i) the aggregate dollar amount of the cash dividend dividends paid per Share on the number of Common shares of Stock on such date, and equal to the Restricted Stock Units previously credited to Employee pursuant to Section 1 or this Section 4(b) by (bii) equals the Fair Market Value of a Share one share of Stock on such date. If a the day on which the dividend is paid to holders of Common Stock in Shares, the Company shall credit to you, on each dividend payment date, Additional paid. No fractional Restricted Stock Units equal shall be issued. If, but for the preceding sentence, a crediting would have resulted in the issuance of a fractional Restricted Stock Unit of one-half or greater, such fraction will be increased to provide for the total number issuance of unvested an additional Restricted Stock Unit. The additional Restricted Stock Units and Additional issued pursuant to this Section 4(b) will vest pursuant to the same vesting schedule as the underlying Restricted Stock Units subject that were the basis for the Dividend Equivalents giving rise to this Agreement on such date multiplied by the Share dividend paid per Share of Common additional Restricted Stock on such dateUnits. Additional Vested Restricted Stock Units are subject credited in satisfaction of the Dividend Equivalent Award will be delivered to Employee at the same restrictions, including but not limited to vesting, transferability time and payment restrictions, that apply to in the same manner as all other Restricted Stock Units credited to which they relateEmployee.

Dividend Equivalents. Except as otherwise determined by As of the Compensation Committee date the Company pays any dividend (the “Committee”), whether in its sole discretion, you will earn Dividend Equivalents in an amount equal to the value of any cash or stock dividends paid by the Company upon one Share in kind) on shares of Common Stock for each unvested Restricted Stock Unit or Additional Restricted Stock Unit (as defined below) Stock, your Account shall be credited to your bookkeeping account on a dividend record date. In the case of cash dividends, the Company shall credit to your bookkeeping account, on each dividend payment date, an additional with that number of Restricted Stock Units (“Additional Restricted Stock Units”) equal to (a) divided by (b), where (a) equals the total number of unvested Restricted Stock Units and Additional Restricted Stock Units, if anyrounded down to the nearest whole share, subject to this Agreement on such date multiplied determined by dividing (i) the dollar product of (A) the amount of the cash dividend paid per Share share of Common Stock on such multiplied by (B) the number of whole Restricted Stock Units credited to the Non-Employee Director’s Account as of the dividend record date, and by (bii) equals the Fair Market Value of a Share on such date. If a dividend is paid to holders share of Common Stock in Shareson the payment date of the dividend; provided, the Company shall credit to you, on each that such dividend payment date, Additional equivalent Restricted Stock Units equal will only be credited to your Account if sufficient shares of Common Stock are available for award under the total number Omnibus Plan, or another equity compensation plan approved by stockholders of the Company, as of the dividend payment date to credit such dividend equivalent Restricted Stock Units. You will not have any right to dividend equivalents or other distributions declared or paid with respect to unvested and forfeitable Restricted Stock Units. All dividend equivalents and any other distributions paid with respect to unvested Restricted Stock Units will be held by the Company in trust for your benefit and Additional paid to you upon vesting of the Restricted Stock Units. Upon forfeiture of any Restricted Stock Units, any dividend equivalents and distributions then held in trust with respect to such Restricted Stock Units subject to this Agreement on such date multiplied by the Share dividend paid per Share of Common Stock on such date. Additional Restricted Stock Units are subject will be forfeited and will be returned to the same restrictions, including but not limited to vesting, transferability and payment restrictions, that apply Company. All fractional units shall be rounded down to the Restricted Stock Units to which they relatenearest whole unit.

Dividend Equivalents. Except as otherwise determined by the Compensation Corporate Governance and Responsibility Committee (the “Committee”), in its sole discretion, you will earn Dividend Equivalents in an amount equal to the value of any cash or stock dividends paid by the Company upon one Share of Common Stock for each unvested Restricted Stock Unit or Additional Restricted Stock Unit (as defined below) credited to your bookkeeping account on a dividend record date. In the case of cash dividends, the Company shall credit to your bookkeeping account, on each dividend payment date, an additional number of Restricted Stock Units (“Additional Restricted Stock Units”) equal to (a) divided by (b), where (a) equals the total number of unvested Restricted Stock Units and Additional Restricted Stock Units, if any, subject to this Agreement on such date multiplied by the dollar amount of the cash dividend paid per Share of Common Stock on such date, and (b) equals the Fair Market Value of a Share on such date. If a dividend is paid to holders of Common Stock in Shares, the Company shall credit to you, on each dividend payment date, Additional Restricted Stock Units equal to the total number of unvested Restricted Stock Units and Additional Restricted Stock Units subject to this Agreement on such date multiplied by the Share dividend paid per Share of Common Stock on such date. Additional Restricted Stock Units are subject to the same restrictions, including but not limited to vesting, transferability and payment restrictions, that apply to the Restricted Stock Units to which they relate.

Dividend Equivalents. Except as otherwise determined by Notwithstanding the Compensation Committee foregoing, you shall accumulate a right to “dividend equivalents” on the Restricted Stock Units if cash dividends are paid on Shares having a record date on or after the Award Date and prior to the end of the Holding Period. You will be entitled to such dividend equivalents with respect to the Restricted Stock Units from the Award Date until the date such Restricted Stock Units are vested and issued (the “CommitteeDividend Equivalent Period”), in its sole discretionas follows: (i) For each Share dividend having a record date during the Dividend Equivalent Period, you will earn Dividend Equivalents in an as of each payment date for such dividend, a dollar amount equal to the value amount of any cash or stock dividends the dividend that would have been paid by on the Company upon one Share number of Common Stock for each unvested Restricted Stock Unit or Additional Restricted Stock Unit (as defined below) credited Shares equal to your bookkeeping account on a dividend record date. In the case of cash dividends, the Company shall credit to your bookkeeping account, on each dividend payment date, an additional number of Restricted Stock Units (“Additional Restricted Stock Units”) equal to (a) divided held by (b), where (a) equals you under this Award as of the total close of business on the record date for such dividend will be converted into a number of unvested Restricted Stock Units and Additional Restricted Stock Units, if any, subject to this Agreement on such date multiplied by the dollar amount of the cash dividend paid per Share of Common Stock on such date, and (b) equals the Fair Market Value of a Share on such date. If a dividend is paid to holders of Common Stock in Shares, the Company shall credit to you, on each dividend payment date, Additional additional notional Restricted Stock Units equal to the total number of unvested Restricted Stock Units and Additional Restricted Stock Units subject to this Agreement on such date multiplied by the Share dividend paid per Share of Common Stock on such date. Additional Restricted Stock Units are subject whole Shares with fractional shares rounded up to the same restrictionsnext whole Share that could have been purchased at the closing price on the dividend payment date with such dollar amount. (ii) Such accrued dividend equivalents will be paid to you in Shares at such time and in accordance with Section 2, including as applies, but not limited in each such case only to vesting, transferability and payment restrictions, the extent that apply to the Restricted Stock Units to on which they relatesuch dividend equivalents were credited have become vested and payable. The Committee may, in its discretion, pay such dividend equivalents in cash in lieu of Shares.

Dividend Equivalents. Except as otherwise determined by the Compensation Committee (the “Committee”)a) Crediting and Payment of Dividend Equivalents. Subject to this Section IV, in its sole discretion, you will earn Dividend Equivalents shall be credited on each Unit granted to you under this Agreement in the manner set forth in the remainder of this Section IV. If the Company declares one or more dividends or distributions (each, a “Dividend”) on its Common Stock with a record date which occurs during the period commencing on the Grant Date through and including the day immediately preceding the day the shares of Common Stock subject to the Units are issued to you, whether in the form of cash, Common Stock or other property, then on the date such Dividend is paid to the Company’s stockholders you shall be credited with an amount equal to the amount or fair market value of any cash or stock dividends paid by the Company upon one Share such Dividend which would have been payable to you if you held a number of shares of Common Stock equal to the number of your Units as of the record date for each unvested Restricted such Dividend, unless the Units have been forfeited between the record date and payment date for such Dividend. Any such Dividend Equivalents shall be credited and deemed reinvested in the Common Stock Unit or Additional Restricted Stock Unit (as defined below) credited to your bookkeeping account on a dividend record of the Dividend payment date. In Dividend Equivalents shall be payable in full shares of Common Stock, unless the case of cash dividendsAdministrator determines, the Company at any time prior to payment and in its discretion, that they shall credit be payable in cash. Dividend Equivalents payable with respect to your bookkeeping account, on each dividend payment date, an additional number of Restricted Stock Units (“Additional Restricted Stock Units”) equal to (a) divided by (b), where (a) equals the total number of unvested Restricted Stock Units and Additional Restricted Stock Units, if any, subject to this Agreement on such date multiplied by the dollar amount of the cash dividend paid per Share fractional shares of Common Stock on such date, and (b) equals the Fair Market Value of a Share on such date. If a dividend is shall be paid to holders of Common Stock in Shares, the Company shall credit to you, on each dividend payment date, Additional Restricted Stock Units equal to the total number of unvested Restricted Stock Units and Additional Restricted Stock Units subject to this Agreement on such date multiplied by the Share dividend paid per Share of Common Stock on such date. Additional Restricted Stock Units are subject to the same restrictions, including but not limited to vesting, transferability and payment restrictions, that apply to the Restricted Stock Units to which they relatecash.

Dividend Equivalents. Except (a) If on any date the Company shall pay any dividend on shares of Stock of the Company, the number of Restricted Stock Units credited to the Grantee shall, as otherwise of such date, be increased by an amount determined by the Compensation Committee following formula: W = (X multiplied by Y) divided by Z, where: W = the “Committee”), in its sole discretion, you will earn Dividend Equivalents in an amount equal number of additional Restricted Stock Units to be credited to the value of any cash or stock dividends paid by the Company upon one Share of Common Stock for each unvested Restricted Stock Unit or Additional Restricted Stock Unit (as defined below) credited to your bookkeeping account Grantee on a dividend record date. In the case of cash dividends, the Company shall credit to your bookkeeping account, on each such dividend payment date, an additional ; X = the aggregate number of Restricted Stock Units (“Additional Restricted whether vested or unvested) credited to the Grantee as of the record date of the dividend; Y = the cash dividend per share amount; and Z = the Fair Market Value per share of Stock Units”(as determined under the Plan) equal to (a) divided by on the dividend payment date. (b)) In the case of a dividend paid on Stock in the form of Stock, where (a) equals including without limitation a distribution of Stock by reason of a stock dividend, stock split or otherwise, the total number of unvested Restricted Stock Units and Additional credited to the Grantee shall be increased by a number equal to the product of (i) the aggregate number of Restricted Stock Units, if any, subject Units that have been awarded to this Agreement on such date multiplied by the dollar amount of Grantee through the cash related dividend paid per Share of Common Stock on such record date, and (bii) equals the Fair Market Value number of a Share shares of Stock (including any fraction thereof) payable as dividend on such dateone share of Stock. If a dividend is paid to holders of Common Stock in Shares, the Company shall credit to you, on each dividend payment date, Additional Any additional Restricted Stock Units equal shall be subject to the total number vesting and restrictions of unvested this Agreement in the same manner and for so long as the Restricted Stock Units and Additional Restricted Stock Units subject granted pursuant to this Agreement on to which they relate remain subject to such date multiplied by vesting and restrictions, and shall be promptly forfeited to the Share dividend paid per Share of Common Stock on Company if and when such date. Additional Restricted Stock Units are subject to the same restrictions, including but not limited to vesting, transferability and payment restrictions, that apply to the Restricted Stock Units to which they relateso forfeited.

Dividend Equivalents. Except You shall not have any rights as otherwise determined by a stockholder until your Restricted Stock Units vest and you are issued shares of Common Stock in cancellation of the Compensation Committee (vested Restricted Stock Units. If the “Committee”), in its sole discretionCompany declares a dividend, you will earn Dividend Equivalents accrue dividend equivalents on the unvested Restricted Stock Units in an the amount equal to the value of any cash or stock dividends paid by quarterly dividend declared on the Company upon one Share Common Stock. Dividend equivalents shall continue to accrue until your Restricted Stock Units vest and you receive actual shares of Common Stock for each unvested in cancellation of the vested Restricted Stock Unit or Additional Units. The dividend equivalents shall be credited as additional Restricted Stock Unit (as defined below) Units in your account to be paid in shares of Common Stock on the vesting date along with the Restricted Stock Units to which they relate. The number of additional Restricted Stock Units to be credited to your bookkeeping account on a shall be determined by dividing the aggregate dividend record date. In payable with respect to the case of cash dividends, the Company shall credit to your bookkeeping account, on each dividend payment date, an additional number of Restricted Stock Units (“Additional Restricted in your account by the closing price of the Common Stock Units”) equal to (a) divided by (b), where (a) equals on the total number of unvested New York Stock Exchange on the dividend payment date. The additional Restricted Stock Units credited to your account are subject to all of the terms and Additional conditions of this Restricted Stock Units, if any, subject to this Agreement on such date multiplied by Unit award and the dollar amount of the cash dividend paid per Share of Common Stock on such date, Plan and (b) equals the Fair Market Value of a Share on such date. If a dividend is paid to holders of Common Stock in Shares, the Company you shall credit to you, on each dividend payment date, Additional forfeit your additional Restricted Stock Units equal to in the total number of unvested Restricted Stock Units and Additional Restricted Stock Units subject to this Agreement on such date multiplied by the Share dividend paid per Share of Common Stock on such date. Additional Restricted Stock Units are subject to the same restrictions, including but not limited to vesting, transferability and payment restrictions, event that apply to you forfeit the Restricted Stock Units to which they relate.

Dividend Equivalents. Except As long as otherwise determined by the Compensation Committee (the “Committee”), in its sole discretion, you will earn Dividend Equivalents in an amount equal to the value of any cash or stock dividends paid by the Company upon one Share of Common Stock for each unvested Participant holds Restricted Stock Unit or Additional Restricted Stock Unit (as defined below) credited Units granted pursuant to your bookkeeping account on a dividend record date. In the case of cash dividendsthis Agreement, the Company shall credit to your bookkeeping accountParticipant, on each date that the Company pays a cash dividend payment dateto holders of Common Stock generally, an additional number of Restricted Stock Units (“Additional Restricted Stock Units”) equal to (a) divided by (b), where (a) equals the total number of unvested Restricted Stock Units and Additional Restricted Stock Units, if any, subject Units previously credited to Participant under this Agreement on such date multiplied by the dollar amount of the cash dividend paid per Share share of Common Stock by the Company on such date, divided by the Fair Market Value of a share of Common Stock on such date, and (b) equals . Any fractional Restricted Stock Unit resulting from such calculation shall be included in the Fair Market Value Additional Restricted Stock Units. A report showing the number of a Share on such date. If a dividend is paid to holders of Common Stock in Shares, the Company shall credit to you, on each dividend payment date, Additional Restricted Stock Units equal so credited shall be sent to Participant periodically, as determined by the Company. The Additional Restricted Stock Units so credited shall be subject to the total number same terms and conditions as the Restricted Stock Units with respect to which such Additional Restricted Stock Units were credited, and the Additional Restricted Stock Units shall be forfeited in the event that the Restricted Stock Units with respect to which such Additional Restricted Stock Units were credited are forfeited. Further, for avoidance of doubt, Participant will be eligible to receive Additional Restricted Stock Units with respect to unvested Restricted Stock Units and Additional Restricted Stock Units subject to this Agreement on such only if Participant remains in continuous employment with the Company or an Affiliate through the applicable dividend record date multiplied as declared by the Share dividend paid per Share of Common Stock on such dateBoard. Additional Restricted Stock Units are subject to income and payroll tax withholding by the same restrictions, including but not limited to vesting, transferability and payment restrictions, that apply to the Restricted Stock Units to which they relateCompany.

Dividend Equivalents. Except as otherwise determined by If the Compensation Committee (Board declares a cash dividend on the “Committee”), in its sole discretionCompany's Stock, you will earn be entitled to Dividend Equivalents in an amount on the dividend payment date established by the Company equal to the value of any cash or stock dividends paid by payable on the Company upon one Share of Common Stock for each unvested Restricted Stock Unit or Additional Restricted Stock Unit (as defined below) credited to your bookkeeping account on a dividend record date. In the case of cash dividends, the Company shall credit to your bookkeeping account, on each dividend payment date, an additional same number of Restricted shares of Stock Units (“Additional Restricted Stock Units”) equal to (a) divided by (b), where (a) equals as the total number of unvested Restricted Stock Units and Additional Restricted Stock Units, if any, subject to this Agreement on such date multiplied by the dollar amount of the cash dividend paid per Share of Common Stock on such date, and (b) equals the Fair Market Value of a Share on such date. If a dividend is paid to holders of Common Stock in Shares, the Company shall credit to you, on each dividend payment date, Additional Restricted Stock Units equal to the total number of unvested Restricted Stock Units and Additional Restricted Stock Units subject to this Agreement Restricted Stock Unit Award on such the dividend record date multiplied established by the Share dividend paid per Share Company. Any such Dividend Equivalents will be in the form of Common Stock on such date. Additional additional Restricted Stock Units are Units, will be subject to the same restrictionsterms and vesting dates as the underlying Restricted Stock Units, including but not limited to vesting, transferability and payment restrictions, that apply to will be paid at the same time and in the same manner as the underlying Restricted Stock Units originally subject to which they relatethis Restricted Stock Unit Award, except that any fractional shares attributable to Dividend Equivalents will be paid in cash within thirty (30) days following the date of payment of the underlying Restricted Stock Unit based on the Fair Market Value (as specified in Section 2.2, above) on the date of payment of the underlying Restricted Stock Unit. The number of additional Restricted Stock Units credited as Dividend Equivalents on the dividend payment date will be determined by dividing (1) the product of (a) the number of your Restricted Stock Units as of the corresponding dividend record date (including any Restricted 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.