Common use of Dividend Equivalents Clause in Contracts

Dividend Equivalents. 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. With respect to each dividend for which the record date occurs on or after the Grant Date 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 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 declared but not paid prior to the date of 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 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 the designation of time and form of payments required by Section 409A of the Code.

Dividend Equivalents. Each RSU granted hereunder is hereby granted (a) After the Term has ended (or, if a Change in tandem Control occurs prior to the end of the Term, the effective date of the Change in Control), dividend equivalents (“Dividend Equivalents”) will be calculated and credited to the account of the Employee with a corresponding respect to the number of Vested RSUs. Dividend EquivalentEquivalents will be credited as additional RSUs, the number of which will be equal to the number of whole Shares that could be purchased with the amount of the Dividend Equivalent Equivalents, based on the Fair Market Value of the Shares as of the dividend payment date and the number of Vested RSUs. (b) Any Dividend Equivalents credited to the Employee’s account pursuant to this Section 8 shall remain outstanding from not be vested or paid until the dates of vesting or payment of the RSUs with respect to which such Dividend Equivalents are credited, and such Dividend Equivalents shall be subject to the same restrictions and other terms and conditions as apply to the RSUs with respect to which they were credited. (c) No Dividend Equivalents shall be credited to the Employee with respect to record dates occurring prior to the Grant Date until the earlier of the payment or forfeiture of the RSU to which it corresponds. With with respect to each dividend for which the record date occurs dates occurring on or after the Grant Date 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 paiddate, 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 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 declared but not paid prior to the date of 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 cancelled 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 the designation of time and form of payments required by Section 409A of the Codeterminated.

Dividend Equivalents. 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. With respect Pursuant to each dividend for which the record date occurs on or after the Grant Date and on or prior to the earlier to occur of the payment or forfeiture of the RSU underlying such outstanding Dividend Equivalent, each outstanding Dividend Equivalent shall entitle 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, 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 thirty (6030) days following 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 declared but not paid prior to the date of 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 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 the designation of time and form of payments required by Section 409A of the Code.

Dividend Equivalents. 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. With respect Pursuant to each dividend for which the record date occurs on or after the Grant Date and on or prior to the earlier to occur of the payment or forfeiture of the RSU underlying such outstanding Dividend Equivalent, each outstanding Dividend Equivalent shall entitle 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, 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 thirty (6030) days following 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(other than a Qualifying Termination), the Participant shall not be entitled to any Dividend Equivalent payments with respect to dividends declared but not paid prior to the date of 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 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 the designation of time and form of payments required by Section 409A of the Code.

Dividend Equivalents. Each RSU granted hereunder is hereby granted in tandem The Participant shall have the right to be credited 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. With respect to each dividend for which the record date occurs on or after the Grant Date and on or prior equivalents equal to the earlier to occur of dividends paid by the payment or forfeiture of the RSU underlying such Dividend Equivalent, each outstanding Dividend Equivalent shall entitle Company that the Participant to receive payments equal to dividends paid, if anywould have received if, on the corresponding dividend payment due date, the Participant had been the owner of a number of Shares underlying equal to the RSU number of RSUs awarded to the Participant pursuant to the Agreement for which Shares have not been previously delivered pursuant to Section 2(d) of the Agreement (the “Dividend Equivalents”). Any Dividend Equivalents deriving from a cash dividend shall be converted to RSUs based on the Fair Market Value of Shares on the dividend payment date (or, if the dividend payment date is not a day during which the NASDAQ is open for trading (such an open day, a “NASDAQ Trading Day”), then on the first NASDAQ Trading Day following the dividend payment date). Subject to any provisions of the Plan relating to adjustments of Awards (including Section 9 of the Plan), any Dividend Equivalents deriving from a dividend of Shares shall be converted into additional RSUs on a one-for-one basis. The Participant shall continue to be credited with Dividend Equivalents until the date of delivery of the corresponding Shares pursuant to Section 2(d) of the Agreement or until earlier forfeiture or cancellation of the RSUs. Notwithstanding the foregoing, as determined by the Board or the Committee, such Dividend Equivalent relatesEquivalents may be paid in the form of cash instead of RSUs, payable or a combination of cash and RSUs. The Dividend Equivalents so credited shall be subject to the same terms and conditions as the corresponding RSUs, and shall vest and be settled (or if applicable, be cancelled or forfeited) in the same form manner and amounts at the same time as dividends paid to each holder of a Share. Each such payment shall be made no later than sixty (60) days following the applicable dividend payment date. corresponding RSUs, as if the Dividend Equivalents shall not entitle had been granted at the Participant to any payments relating to dividends for which same time as 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 declared but not paid prior to the date of 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 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 the designation of time and form of payments required by Section 409A of the CodeRestricted Stock Unit Award.

Dividend Equivalents. 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 which it corresponds. With Pursuant to each outstanding Dividend Equivalent, with respect to each dividend for which paid by the record date occurs on or after the Grant Date and on or prior Company with respect to the earlier to occur of the payment or forfeiture of the RSU underlying such Dividend EquivalentPerformance Period, each outstanding Dividend Equivalent shall entitle the Participant shall be entitled to receive payments payment equal to dividends paidthe 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 sixty thirty (6030) 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 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 the record date occurs after the earlier to occur payment of the payment or forfeiture of the Performance Vested RSU underlying such Dividend Equivalent. In addition, notwithstanding the foregoing, in the event of a Termination of Service for any reason, and the Participant shall not be entitled to any Dividend Equivalent payments with respect to dividends declared but any RSU that does not paid prior to the date of 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)become a Performance Vested RSU. 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 the designation of time and form of payments required by Section 409A of the Code.

Dividend Equivalents. Each RSU granted hereunder is hereby granted Unless otherwise provided by the Committee, no adjustment shall be made in tandem with a corresponding the Shares issuable or taken into account under Awards on account of cash dividends that may be paid or other rights that may be issued to the holders of Shares prior to issuance of such Shares under such Award. The Committee may grant Dividend EquivalentEquivalents based on the dividends declared on Shares that are subject to any Award, which Dividend Equivalent shall remain outstanding from the Grant Date until the earlier of including any Award the payment or forfeiture settlement of which is deferred pursuant to Section 19.6. Dividend Equivalents may be credited as of the RSU to which it corresponds. With respect to each dividend for which the record date occurs on or after the Grant Date 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 applicable dividend payment datedates, during the period between the date the Award is granted and the date the Award becomes payable or terminates or expires. Dividend Equivalents may be subject to any limitations and/or restrictions determined by the Committee. Dividend Equivalents shall not entitle be converted to cash or additional Shares by such formula and at such time, and shall be paid at such times, as may be determined by the Committee. Unless the Award Agreement provides otherwise, Dividend Equivalents shall be paid to the Participant to any payments relating to dividends for at least annually, not later than the fifteenth day of the third month following the end of the calendar year in which the record date occurs Dividend Equivalents are credited (or, if later, the fifteenth day of the third month following the end of the calendar year in which the Dividend Equivalents are no longer subject to a substantial risk of forfeiture within the meaning of Code Section 409A). Any Dividend Equivalents that are accumulated and paid after the earlier to occur date specified in the preceding sentence shall be explicitly set forth in a separate arrangement that provides for the payment of the payment dividend equivalents at a time and in a manner that satisfies the requirements of Code Section 409A. No Dividend Equivalents shall relate to Shares underlying an Option or forfeiture of the RSU underlying SAR unless such Dividend Equivalent. In addition, notwithstanding the foregoing, in the event of Equivalent rights are explicitly set forth as a Termination of Service for separate arrangement and do not cause any reason, the Participant shall not such Option or SAR to be entitled subject to any Dividend Equivalent payments with respect to dividends declared but not paid prior to the date of 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 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 the designation of time and form of payments required by Code Section 409A of the Code.409A.

Dividend Equivalents. Each RSU PSU granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent, which Dividend Equivalent that shall remain outstanding from the Grant Date until the earlier of the payment or forfeiture of the RSU to which it corresponds. With respect to each dividend for which the record date occurs on or after the Grant Date and on or prior to through the earlier to occur of (a) the payment or forfeiture of Termination Date applicable to 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 PSU to which such Dividend Equivalent relatescorresponds, or (b) the delivery to the Participant of the shares of Stock (or other payment) underlying the PSU to which such Dividend Equivalent corresponds. Each Dividend Equivalent (i) shall become payable if and when the PSU to which such Dividend Equivalent relates becomes earned and vested, and (ii) shall be paid in cash, unless otherwise determined by the Committee to be paid in Stock or other property, at the time of settlement of the underlying PSU in an amount equal to the total dividends per share of Stock with applicable Dividend Dates occurring over the period during which such Dividend Equivalent was outstanding. If the PSU linked to a Dividend Equivalent fails to become earned and vested and is forfeited for any reason, then (x) the linked Dividend Equivalent shall be forfeited on the applicable Termination Date on which such PSU is forfeited, (y) any amounts otherwise payable in the same form and amounts as dividends paid to each holder respect of a Share. Each such payment Dividend Equivalent shall be made forfeited without payment, and (z) the Company shall have no later than sixty (60) days following 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 further obligations in respect 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 The Participant shall not be entitled to any payment under a Dividend Equivalent payments with respect to dividends declared but not paid any dividend with an applicable Dividend Date that occurs prior to the date Grant Date or after the termination of such termination on Shares underlying RSUs which are unvested as PSU for any reason, whether due to payment, forfeiture of the date of such termination (after taking into account any accelerated vesting that occurs in connection with such termination)PSU or otherwise. Dividend Equivalents and any amounts that may become distributable in respect thereof shall be treated separately from the RSUs PSUs and the rights arising in connection therewith for purposes of the designation of time and form of payments required by Code Section 409A of the Code.409A.

Dividend Equivalents. 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. With respect to each dividend for which the record date occurs on or after the Grant Date 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 applicable dividend payment date, provided that no such payments shall be made with respect to unvested RSUs prior to the date on which such RSU vests, and any Dividend Equivalent payments that would have been made prior to such date had such RSU been vested shall be paid in a single lump sum no later than forty-five (45) days following the date on which such RSU vests. 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, and the Participant shall not be entitled to any Dividend Equivalent payment with respect to any RSU that does not vest. In addition, notwithstanding the foregoing, in the event of a the Participant’s Termination of Service for any reason, the Participant shall not be entitled to any Dividend Equivalent payments with respect to dividends declared but not paid prior to the date of 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 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 the designation of time and form of payments required by Section 409A of the Code.

Dividend Equivalents. 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. With respect Pursuant to each dividend for which the record date occurs on or after the Grant Date and on or prior to the earlier to occur of the payment or forfeiture of the RSU underlying such outstanding Dividend Equivalent, each outstanding Dividend Equivalent shall entitle the Participant shall be entitled to receive payments equal to dividends paid, if any, on the Shares shares of Common Stock underlying the RSU to which such Dividend Equivalent relates, payable in the same form and amounts as dividends paid to each holder of a Shareshare of Common Stock. Each such payment shall be made no later than sixty thirty (6030) days following 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 declared but not paid prior to the date of such termination on Shares shares of Common Stock underlying RSUs which are unvested as of the date of such termination or, in the case of a termination described in Section 5(c) below, which are unvested as of the fifty-fifth (55th) day following the date of such Qualifying Termination (after taking into account any accelerated vesting that occurs in connection with such termination). 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 the designation of time and form of payments required by Section 409A of the Code.

Dividend Equivalents. (a) Each RSU granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent, which Dividend Equivalent that shall remain outstanding from the Grant Date until through the earlier to occur of (i) the payment termination or forfeiture for any reason of the RSU to which it corresponds. With respect to each dividend for which such Dividend Equivalent corresponds or (ii) the record date occurs on or after the Grant Date and on or prior delivery to the earlier to occur Participant 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 corresponds. (60b) days following 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 The Participant shall not be entitled to any payment under a Dividend Equivalent payments with respect to dividends declared but not paid any dividend with an applicable record date that occurs prior to the date Grant Date or after the termination of such termination on Shares underlying RSUs which are unvested as RSU for any reason, whether due to payment, forfeiture of the date of such termination (after taking into account any accelerated vesting that occurs in connection with such termination)RSU, or otherwise. 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 the designation of time and form of payments required by Code Section 409A 409A. (c) Each Dividend Equivalent (i) shall become payable if and when the RSU to which such Dividend Equivalent relates vests and (ii) shall be paid in cash, unless otherwise determined by the Committee, at the time of settlement of the Code.underlying RSU in an amount equal to the total dividends per Share with applicable record dates occurring over the period during which such Dividend Equivalent was outstanding, as set forth in Section 2.7(b) above. If the RSU linked to a Dividend Equivalent fails to vest and is forfeited for any reason, then (x) the linked Dividend Equivalent shall be forfeited as well; (y) any amounts otherwise payable in respect of such Dividend Equivalent shall be

Dividend Equivalents. 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. With respect to each dividend for which the record date occurs on or after the Grant Date commencement of the Performance Period 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, to the extent that such RSU becomes a Performance Vested RSU, 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 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 shall be paid in a single lump sum no later than twenty (20) days following the date on which the RSU becomes a Performance Vested RSU. Notwithstanding the foregoing, Dividend Equivalents shall not entitle the Participant to any payments relating to dividends for which the record date occurs after the earlier payment 1 Note to occur Draft: The number of RSUs granted will be the payment or forfeiture of the RSU underlying such Dividend Equivalentmaximum number that will vest if maximum performance is achieved. 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 declared but not paid prior to the date of 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 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 the designation of time and form of payments required by Section 409A of the Code.1

Dividend Equivalents. Each RSU granted hereunder that becomes an Earned 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 which it corresponds. With Pursuant to each outstanding Dividend Equivalent, with respect to each dividend for which paid by the record date occurs on or after the Grant Date and on or prior Company with respect to the earlier to occur of the payment or forfeiture of the RSU underlying such Dividend EquivalentPerformance Period, each outstanding Dividend Equivalent shall entitle the Participant shall be entitled to receive payments payment equal to dividends paidthe amount of such dividend, if any, on the Shares underlying the Earned 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 thirty (6030) days following the applicable dividend payment date, provided that no such payments shall be made prior to the date on which the RSU becomes an Earned RSU, and any Dividend Equivalent payments that would have been made prior to such date had the RSU been an Earned 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 an Earned RSU. Dividend Equivalents shall not entitle the Participant to any payments relating to dividends for which the record date occurs after the earlier to occur payment of the payment or forfeiture of the Earned RSU underlying such Dividend Equivalent. In addition, notwithstanding the foregoing, in the event of a Termination of Service for any reason, and the Participant shall not be entitled to any Dividend Equivalent payments with respect to dividends declared but any RSU that does not paid prior to the date of 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)become an Earned RSU. 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 the designation of time and form of payments required by Section 409A of the Code.

Dividend Equivalents. 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 correspondscorresponds (such earlier date, the “Dividend Equivalent Forfeiture Date”). With respect Pursuant to each dividend for which the record date occurs on or after the Grant Date and on or prior to the earlier to occur of the payment or forfeiture of the RSU underlying such outstanding Dividend Equivalent, each outstanding Dividend Equivalent shall entitle 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, payable relates during the period beginning on the Grant Date and ending upon a Change in the same form and amounts as dividends paid to each holder of a ShareControl. Each such payment shall be made in cash no later than sixty (60) 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 the record date occurs after the earlier to occur payment of the payment or forfeiture of the Performance Vested RSU underlying such Dividend Equivalent. In addition, notwithstanding the foregoing, in the event of a Termination of Service for any reason, and the Participant shall not be entitled to any Dividend Equivalent payments with respect to dividends declared but any RSU that does not paid prior to the date of 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)become a Performance Vested RSU. 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 the designation of time and form of payments required by Section 409A of the Code.

Dividend Equivalents. 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. With respect Pursuant to each dividend for which the record date occurs on or after the Grant Date and on or prior to the earlier to occur of the payment or forfeiture of the RSU underlying such outstanding Dividend Equivalent, each outstanding Dividend Equivalent shall entitle the Participant shall be entitled to receive payments equal to dividends paid, if any, on the Common Shares underlying the RSU to which such Dividend Equivalent relates, payable in . All such amounts shall be credited to Participant and shall be subject to the same form vesting, distribution or payment, adjustment and other provisions which apply to the underlying RSU to which such amounts as dividends paid to each holder of a Share. Each such payment shall be made no later than sixty (60) days following the applicable dividend payment daterelate. 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 declared but not paid prior to the date of such termination on Common 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 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 the designation of time and form of payments required by Section 409A of the Code.

Dividend Equivalents. 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. With respect Pursuant to each dividend for which the record date occurs on or after the Grant Date and on or prior to the earlier to occur of the payment or forfeiture of the RSU underlying such outstanding Dividend Equivalent, each outstanding Dividend Equivalent Grantee shall entitle the Participant be entitled to receive payments equal to dividends paid, if any, on the Shares shares of Common Stock underlying the RSU to which such Dividend Equivalent relates, payable in the same form and amounts as dividends paid to each holder of a Shareshare of Common Stock. Each such payment shall be made no later than sixty thirty (6030) days following the applicable dividend payment date. Dividend Equivalents shall not entitle the Participant Grantee to any payments relating to dividends for which the record date occurs paid 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 termination of Service Grantee’s status as a Services Provider for any reason, the Participant Grantee shall not be entitled to any Dividend Equivalent payments with respect to dividends declared but not paid prior to the date of such termination on Shares shares of Common Stock 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 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 the designation of time and form of payments required by Section 409A of the Code.

Dividend Equivalents. Each RSU granted hereunder is hereby granted in tandem with Prior to settlement of the RSUs pursuant to Paragraph 8 below, the Company shall establish an account (a corresponding Dividend Equivalent, which “Dividend Equivalent Account”) on its books for Grantee. Grantee’s Dividend Equivalent Account shall remain outstanding from be credited with Dividend Equivalents based on the Grant Date until the earlier of the payment dividends paid or forfeiture of the RSU to which it corresponds. With distributions made with respect to each dividend for which Shares. The amount of Dividend Equivalents credited to the record date occurs Dividend Equivalent Account shall be determined by multiplying (a) by (b), where (a) is the total amount of dividends or distributions (as applicable) paid on or after a Share between the Grant Date and the date of settlement of the RSUs, and (b) is the number of RSUs vested on the Vesting Date. The Grantee’s Dividend Equivalent Account established pursuant to this Paragraph 3 shall be subject to the terms of this Agreement, including the vesting and settlement provisions of Paragraphs 5 and 8 below. A Dividend Equivalent Account shall be maintained for recordkeeping purposes only and the Company shall not be obligated to segregate or set aside assets representing amounts credited to the Dividend Equivalent Account. The obligation to make distributions of amounts credited to the Dividend Equivalent Account shall be an unfunded, unsecured obligation of the Company. 1.2 The Agreement is hereby amended such that all vesting and forfeiture terms, payment terms, restrictions, and any other conditions that apply to RSUs prior to the earlier to occur of the payment or forfeiture of the RSU underlying such Dividend Equivalent, each outstanding Dividend Equivalent settlement 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 apply in the same form and amounts as dividends paid manner to each holder of a Share. Each such payment shall be made no later than sixty (60) days following the applicable dividend payment date. Dividend Equivalents shall not entitle the Participant prior 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 foregoingsettlement, in the event of a Termination of Service for any reasonsame proportions that apply to RSUs, except that Dividend Equivalents credited to the Participant shall not be entitled to any Dividend Equivalent payments with respect to dividends declared but not paid prior Account shall be settled by a cash payment to the date of such termination on Shares underlying Grantee rather than in Shares, paid to Grantee at the same time as RSUs which are unvested as under Section 8 of the date of such termination (after taking into account any accelerated vesting that occurs in connection with such termination). 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 the designation of time and form of payments required by Section 409A of the CodeAgreement.

Dividend Equivalents. The Grantee shall have no rights of ownership in the Common Shares underlying the PSUs and no right to vote the Common Shares underlying the PSUs until the date on which the Common Shares underlying the PSUs are issued or transferred to the Grantee pursuant to Section 2.5. Each RSU PSU granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent, which Dividend Equivalent shall remain outstanding from the Date of Grant Date until the earlier of the payment or forfeiture of the RSU PSU to which it corresponds. With respect The Grantee shall be entitled to each dividend for which the record date occurs on or after the Grant Date 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 accrue payments equal to cash dividends paiddeclared, if any, on the Common Shares underlying the RSU PSUs to which such Dividend Equivalent relates, payable in cash and subject to the same form and amounts as dividends vesting of the PSUs to which it relates, at the time the Common Shares underlying the PSUs are paid pursuant to each holder of a Share. Each such payment shall be made no later than sixty (60) days following the applicable dividend payment dateSection 2.5 hereof. Dividend Equivalents shall not entitle the Participant Grantee to any payments relating to dividends for which the record date occurs declared after the earlier to occur of the payment or forfeiture of the RSU PSUs 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 declared but not paid prior to the date of 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)Equivalents. Dividend Equivalents and any amounts that may become distributable in respect thereof shall be treated separately from the RSUs PSUs and the rights arising in connection therewith for purposes of the designation of time and form of payments required by Section 409A of the Code. Notwithstanding anything herein to the contrary, Dividend Equivalents with respect to PSUs shall be paid within the “short-term deferral” period pursuant to Section 1.409A-1(b)(4) of the Department of Treasury regulations.

Dividend Equivalents. Each RSU granted hereunder is hereby granted in tandem with a corresponding dividend equivalent (each, 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 which it corresponds. With respect to each dividend for which the record date occurs on or after the Grant Date 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 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 Employment for any reason, the Participant shall not be entitled to any Dividend Equivalent payments with respect to dividends declared but not paid prior to the date of such termination on Shares underlying RSUs which are unvested as of the date of such termination Termination of Employment (after taking into account any accelerated vesting vesting, if any, that occurs may occur in connection with such termination). 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 the designation of time and form of payments required by Section 409A of the CodeCode and/or Section 457A of the Code (as applicable), and the right to such payments shall be treated as a right to a series of separate payments.

Dividend Equivalents. (a) Each RSU granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent, which Dividend Equivalent that shall remain outstanding from the Grant Date until through the earlier to occur of (i) the payment termination or forfeiture for any reason of the RSU to which it corresponds. With respect to each dividend for which such Dividend Equivalent corresponds or (ii) the record date occurs on or after the Grant Date and on or prior delivery to the earlier to occur Participant 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. corresponds. (b) Each such payment Dividend Equivalent shall be made no later than sixty (60) days following the applicable dividend payment date. Dividend Equivalents shall not entitle the Participant to any payments relating a value equal to the sum of (i) [Insert Aggregate Value of Accrued Dividends under Forfeited Awards / Total Number of RSUs], which represents the value of accumulated dividends for which the record date occurs after the earlier to occur as of the payment or forfeiture Grant Date, and (ii) 100% of the RSU underlying such Dividend Equivalentdividends declared on one Share from the Grant Date until the applicable vesting date, if any. In addition, notwithstanding the foregoing, in the event of a Termination of Service for any reason, the The Participant shall not be entitled to any payment under a Dividend Equivalent payments with respect to dividends declared but not paid any dividend with an applicable record date that occurs prior to the date Grant Date (other than as set forth in the preceding sentence) or after the termination of such termination on Shares underlying RSUs which are unvested as RSU for any reason, whether due to payment, forfeiture of the date of such termination (after taking into account any accelerated vesting that occurs in connection with such termination)RSU, or otherwise. 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 the designation of time and form of payments required by Code Section 409A 409A. (c) Each Dividend Equivalent (i) shall become payable if and when the RSU to which such Dividend Equivalent relates vests and (ii) shall be paid in cash, unless otherwise determined by the Committee, at the time of settlement of the Codeunderlying RSU in an amount equal to the total dividends per Share with applicable record dates occurring over the period during which such Dividend Equivalent was outstanding, as set forth in Section 2.7(b) above. If the RSU linked to a Dividend Equivalent fails to vest and is forfeited for any reason, then (x) the linked Dividend Equivalent shall be forfeited as well; (y) any amounts otherwise payable in respect of such Dividend Equivalent shall be forfeited without payment; and (z) the Company shall have no further obligations in respect of such Dividend Equivalent.

Dividend Equivalents. 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. With respect to each dividend for which the record date occurs on or after the Grant Date 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 applicable dividend payment date, provided that no such payments shall be made with respect to Unvested RSUs prior to the date on which such RSU vests, and any Dividend Equivalent payments that would have been made prior to such date had such RSU been vested shall be paid in a single lump sum no later than forty-five (45) days following the date on which such RSU vests. 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, and the Participant shall not be entitled to any Dividend Equivalent payment with respect to any RSU that does not vest. In addition, notwithstanding the foregoing, in the event of a the Participant’s Termination of Service for any reason, the Participant shall not be entitled to any Dividend Equivalent payments with respect to dividends declared but not paid prior to the date of 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 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 the designation of time and form of payments required by Section 409A of the Code.

Dividend Equivalents. 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 correspondscorresponds (such earlier date, the “Dividend Equivalent Forfeiture Date”). With respect Pursuant to each dividend for which the record date occurs on or after the Grant Date and on or prior to the earlier to occur of the payment or forfeiture of the RSU underlying such outstanding Dividend Equivalent, each outstanding Dividend Equivalent shall entitle 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 relatesrelates during the period beginning on August 25, payable in 2015 and ending on the same form and amounts as dividends paid to each holder of a Shareapplicable Dividend Equivalent Forfeiture Date. Each such payment shall be made in cash no later than sixty (60) 30 days following the applicable dividend payment date, provided that no such payments shall be made prior to the Grant Date, 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 Grant Date (and in the event such RSU is forfeited pursuant to Section 5(b) below, 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 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 declared but not paid prior to the date of 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 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 the designation of time and form of payments required by Section 409A of the Code.