Common use of Dividend Equivalents Clause in Contracts

Dividend Equivalents. (a) After the Term has ended (or, if a Change in 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 respect to the number of Vested RSUs. Dividend Equivalents 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 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 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 or with respect to record dates occurring on or after the date, if any, on which the RSUs are cancelled and terminated.

Dividend Equivalents. (a) After the Term has ended (orEach RSU granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent, if a Change in Control occurs prior to the end of the Term, the effective date of the Change in Control), dividend equivalents (“which Dividend Equivalents”) will be calculated and credited to the account of the Employee with respect to the number of Vested RSUs. Dividend Equivalents 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 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 Equivalent shall 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 remain outstanding from the Grant Date until the earlier of the payment or with forfeiture of the RSU to which it corresponds. With respect to each dividend for which the record dates occurring date occurs on or after the dateGrant 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 cancelled 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 terminatedany 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) After 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 Term has ended (or, if a Change in Control occurs prior to Grant Date until the end earlier of the Term, the effective date payment or forfeiture of the Change in Control)RSU to which it corresponds. Pursuant to each outstanding Dividend Equivalent, with respect to each dividend equivalents (“Dividend Equivalents”) will be calculated and credited to paid by the account of the Employee Company with respect to the number of Vested RSUs. Dividend Equivalents will be credited as additional RSUsPerformance Period, the number of which will Participant shall be entitled to receive payment equal to the number of whole Shares that could be purchased with the amount of the Dividend 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 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 or with respect to record dates occurring on or after the datedividend, if any, on the Shares underlying the Performance Vested RSU to which such Dividend Equivalent relates, payable in the same form and amounts as dividends paid to each holder of a Share. Each such payment shall be made no later than thirty (30) days following the applicable dividend payment date, provided that no such payments shall be made prior to the date on which the RSU becomes a Performance Vested RSU, and any Dividend Equivalent payments that would have been made prior to such date had the RSU been a Performance Vested RSU 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 payment of the Performance Vested RSU underlying such Dividend Equivalent, and the Participant shall not be entitled to any Dividend Equivalent payments with respect to any RSU that does not become a Performance Vested RSU. Dividend Equivalents and any amounts that may become distributable in respect thereof shall be treated separately from the RSUs are cancelled and terminatedthe 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) After the Term has ended (orEach RSU granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent, if a Change in Control occurs prior to the end of the Term, the effective date of the Change in Control), dividend equivalents (“which Dividend Equivalents”) will be calculated and credited to the account of the Employee with respect to the number of Vested RSUs. Dividend Equivalents 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 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 Equivalent shall 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 remain outstanding from the Grant Date until the earlier of the payment or with respect forfeiture of the RSU to record dates occurring on or after which it corresponds. Pursuant to each outstanding Dividend Equivalent, the dateParticipant 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 thirty (30) 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 (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 cancelled 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 terminatedany 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) After the Term has ended (orEach RSU granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent, if a Change in Control occurs prior to the end of the Term, the effective date of the Change in Control), dividend equivalents (“which Dividend Equivalents”) will be calculated and credited to the account of the Employee with respect to the number of Vested RSUs. Dividend Equivalents 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 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 Equivalent shall 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 remain outstanding from the Grant Date until the earlier of the payment or with respect forfeiture of the RSU to record dates occurring on or after which it corresponds. Pursuant to each outstanding Dividend Equivalent, the dateParticipant 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 thirty (30) 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 cancelled 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 terminatedany 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) After Unless otherwise provided by the Term has ended (orCommittee, if a Change no adjustment shall be made in Control occurs 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 Equivalents based on the end dividends declared on Shares that are subject to any Award, including any Award the payment or settlement of the Term, the effective date of the Change in Control), dividend equivalents (“Dividend Equivalents”) will be calculated and credited which is deferred pursuant to the account of the Employee with respect to the number of Vested RSUsSection 19.6. Dividend Equivalents will may 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 Equivalents, based on the Fair Market Value of the Shares as of the dividend payment dates, during the period between the date the Award is granted and the number of Vested RSUs. (b) Any date the Award becomes payable or terminates or expires. Dividend Equivalents credited may be subject to any limitations and/or restrictions determined by the Employee’s account pursuant to this Section 8 shall 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 Committee. Dividend Equivalents shall 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 at least annually, not later than the fifteenth day of the third month following the end of the calendar year in which the 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 same restrictions meaning of Code Section 409A). Any Dividend Equivalents that are accumulated and other terms paid after the date specified in the preceding sentence shall be explicitly set forth in a separate arrangement that provides for the payment of the dividend equivalents at a time and conditions as apply to in a manner that satisfies the RSUs with respect to which they were credited. (c) requirements of Code Section 409A. No Dividend Equivalents shall relate to Shares underlying an Option or SAR unless such Dividend Equivalent rights are explicitly set forth as a separate arrangement and do not cause any such Option or SAR to be credited subject to the Employee with respect to record dates occurring prior to the Grant Date or with respect to record dates occurring on or after the date, if any, on which the RSUs are cancelled and terminated.Code Section 409A.

Dividend Equivalents. Each PSU granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent that shall remain outstanding from the Grant Date through the earlier to occur of (a) After the Term has ended (or, if a Change in Control occurs prior Termination Date applicable 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 respect to the number of Vested RSUs. Dividend Equivalents 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 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 not be vested or paid until the dates of vesting or payment of the RSUs with respect PSU to which such Dividend Equivalents are creditedEquivalent corresponds, 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 Equivalents 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 subject forfeited on the applicable Termination Date on which such PSU is forfeited, (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. The Participant shall not be entitled to the same restrictions and other terms and conditions as apply to the RSUs any payment under a Dividend Equivalent with respect to which they were credited. (c) No any dividend with an applicable Dividend Equivalents shall be credited to the Employee with respect to record dates occurring Date that occurs prior to the Grant Date or with respect to record dates occurring on or after the datetermination of such PSU for any reason, if anywhether due to payment, on which forfeiture of the RSUs are cancelled PSU or otherwise. Dividend Equivalents and terminated.any amounts that may become distributable in respect thereof shall be treated separately from the PSUs and the rights arising in connection therewith for purposes of the designation of time and form of payments required by Code Section 409A.

Dividend Equivalents. (a) After The Participant shall have the Term has ended (or, if a Change in Control occurs prior right to be credited with dividend equivalents equal to the end of dividends paid by the TermCompany that the Participant would have received if, on the corresponding dividend payment due date, the effective date Participant had been the owner of the Change in Control), dividend equivalents (“Dividend Equivalents”) will be calculated and credited to the account of the Employee with respect to the a number of Vested RSUs. Dividend Equivalents will be credited as additional RSUs, the number of which will be Shares equal to the number of whole RSUs awarded to the Participant pursuant to the Agreement for which Shares that could be purchased with the amount 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 the Shares as of on the dividend payment date and (or, if the number 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 Vested RSUs. the Plan relating to adjustments of Awards (b) Any 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 to with Dividend Equivalents until the Employee’s account date of delivery of the corresponding Shares pursuant to this Section 8 shall not be vested or paid until the dates of vesting or payment 2(d) of the RSUs with respect to which Agreement or until earlier forfeiture or cancellation of the RSUs. Notwithstanding the foregoing, as determined by the Board or the Committee, such Dividend Equivalents are creditedmay be paid in the form of cash instead of RSUs, or a combination of cash and such RSUs. The Dividend Equivalents so credited shall be subject to the same restrictions and other terms and conditions as apply to the RSUs with respect to which they were credited. corresponding RSUs, and shall vest and be settled (cor if applicable, be cancelled or forfeited) No in the same manner and at the same time as the corresponding RSUs, as if the Dividend Equivalents shall be credited to had been granted at the Employee with respect to record dates occurring prior to same time as the Grant Date or with respect to record dates occurring on or after the date, if any, on which the RSUs are cancelled and terminatedRestricted Stock Unit Award.

Dividend Equivalents. (a) After the Term has ended (orEach RSU granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent, if a Change in Control occurs prior to the end of the Term, the effective date of the Change in Control), dividend equivalents (“which Dividend Equivalents”) will be calculated and credited to the account of the Employee with respect to the number of Vested RSUs. Dividend Equivalents 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 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 Equivalent shall 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 remain outstanding from the Grant Date until the earlier of the payment or with forfeiture of the RSU to which it corresponds. With respect to each dividend for which the record dates occurring date occurs on or after the dateGrant 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 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 cancelled 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 terminatedany 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) After the Term has ended (orEach RSU granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent, if a Change in Control occurs prior to the end of the Term, the effective date of the Change in Control), dividend equivalents (“which Dividend Equivalents”) will be calculated and credited to the account of the Employee with respect to the number of Vested RSUs. Dividend Equivalents 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 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 Equivalent shall 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 remain outstanding from the Grant Date until the earlier of the payment or with forfeiture of the RSU to which it corresponds. With respect to each dividend for which the record dates occurring date occurs on or after the dateGrant 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 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 cancelled 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 terminatedany 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) After the Term has ended (orEach RSU granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent, if a Change in Control occurs prior to the end of the Term, the effective date of the Change in Control), dividend equivalents (“which Dividend Equivalents”) will be calculated and credited to the account of the Employee with respect to the number of Vested RSUs. Dividend Equivalents 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 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 Equivalent shall 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 remain outstanding from the Grant Date until the earlier of the payment or with respect forfeiture of the RSU to record dates occurring on or after the datewhich it corresponds. Pursuant to each outstanding Dividend Equivalent, Grantee shall be entitled to receive payments equal to dividends paid, if any, on the 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 share of Common Stock. Each such payment shall be made no later than thirty (30) days following the applicable dividend payment date. Dividend Equivalents shall not entitle Grantee to any payments relating to dividends 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 of Grantee’s status as a Services Provider for any reason, Grantee shall not be entitled to any Dividend Equivalent payments with respect to dividends declared prior to the date of such termination on 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 are cancelled and terminatedthe 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) After Each RSU granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent that shall remain outstanding from the Term has ended Grant Date through the earlier to occur of (or, if a Change in Control occurs prior i) the termination or forfeiture for any reason of the RSU to which such Dividend Equivalent corresponds or (ii) the delivery 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 respect to the number of Vested RSUs. Dividend Equivalents 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 Equivalents, based on the Fair Market Value Participant of the Shares as of underlying the dividend payment date and the number of Vested RSUsRSU to which such Dividend Equivalent corresponds. (b) Any Dividend Equivalents credited to the Employee’s account pursuant to this Section 8 The Participant shall not be vested or paid until the dates of vesting or entitled to any payment of the RSUs under a Dividend Equivalent 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 any dividend with respect to which they were credited. (c) No Dividend Equivalents shall be credited to the Employee with respect to an applicable record dates occurring date that occurs prior to the Grant Date or after the termination of such RSU for any reason, whether due to payment, forfeiture of the 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. (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 underlying RSU in an amount equal to the total dividends per Share with respect to applicable record dates occurring on or after over the dateperiod during which such Dividend Equivalent was outstanding, if anyas 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, on which then (x) the RSUs are cancelled and terminated.linked Dividend Equivalent shall be forfeited as well; (y) any amounts otherwise payable in respect of such Dividend Equivalent shall be

Dividend Equivalents. (a) After the Term has ended (orEach RSU granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent, if a Change in Control occurs prior to the end of the Term, the effective date of the Change in Control), dividend equivalents (“which Dividend Equivalents”) will be calculated and credited to the account of the Employee with respect to the number of Vested RSUs. Dividend Equivalents 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 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 Equivalent shall 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 remain outstanding from the Grant Date until the earlier of the payment or with respect forfeiture of the RSU to record dates occurring on or after which it corresponds (such earlier date, the date“Dividend Equivalent Forfeiture Date”). Pursuant to each outstanding Dividend Equivalent, the Participant shall be entitled to receive payments equal to dividends paid, if any, on the Shares underlying the RSU to which such Dividend Equivalent relates during the period beginning on the Grant Date and ending upon a Change in Control. Each such payment shall be made in cash no later than 30 days following the applicable dividend payment date, provided that no such payments shall be made prior to the date on which the RSU becomes a Performance Vested RSU, and any Dividend Equivalent payments that would have been made prior to such date shall be paid in a single lump sum no later than 60 days following the date on which the RSU becomes a Performance Vested RSU (and in the event such RSU does not become a Performance Vested RSU, the Participant’s right, title or interest in any corresponding Dividend Equivalents also will be forfeited as of the date the RSU is forfeited). Dividend Equivalents shall not entitle the Participant to any payments relating to dividends for which the record date occurs after the payment of the Performance Vested RSU underlying such Dividend Equivalent, and the Participant shall not be entitled to any Dividend Equivalent payments with respect to any RSU that does not become a Performance Vested RSU. Dividend Equivalents and any amounts that may become distributable in respect thereof shall be treated separately from the RSUs are cancelled and terminatedthe 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) After the Term has ended (orEach RSU granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent, if a Change in Control occurs prior to the end of the Term, the effective date of the Change in Control), dividend equivalents (“which Dividend Equivalents”) will be calculated and credited to the account of the Employee with respect to the number of Vested RSUs. Dividend Equivalents 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 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 Equivalent shall 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 remain outstanding from the Grant Date until the earlier of the payment or with forfeiture of the RSU to which it corresponds. With respect to each dividend for which the record dates occurring date occurs on or after the datecommencement 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 payment 1 Note to Draft: The number of RSUs are cancelled and terminated.granted will be the maximum number that will vest if maximum performance is achieved. 1

Dividend Equivalents. (a) After Each RSU granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent, which Dividend Equivalent shall remain outstanding from the Term has ended (orGrant Date until the earlier of the payment or forfeiture of the RSU to which it corresponds. Pursuant to each outstanding Dividend Equivalent, the Participant shall be entitled to receive payments equal to dividends paid, if a Change in Control occurs prior to the end of the Termany, the effective date of the Change in Control), dividend equivalents (“Dividend Equivalents”) will be calculated and credited to the account of the Employee with respect to the number of Vested RSUs. Dividend Equivalents 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 Equivalents, based on the Fair Market Value of Common Shares underlying 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 not be vested or paid until the dates of vesting or payment of the RSUs with respect RSU to which such Dividend Equivalents are credited, Equivalent relates. All such amounts shall be credited to Participant and such Dividend Equivalents shall be subject to the same restrictions vesting, distribution or payment, adjustment and other terms and conditions as provisions which apply to the RSUs underlying RSU to which such amounts relate. 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 which they were credited. (c) No Dividend Equivalents shall be credited to the Employee with respect to record dates occurring dividends declared but not paid prior to the Grant Date or 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 to record dates occurring on or after the date, if any, on which thereof shall be treated separately from the RSUs are cancelled and terminatedthe 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) After the Term has ended (orEach RSU granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent, if a Change in Control occurs prior to the end of the Term, the effective date of the Change in Control), dividend equivalents (“which Dividend Equivalents”) will be calculated and credited to the account of the Employee with respect to the number of Vested RSUs. Dividend Equivalents 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 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 Equivalent shall 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 remain outstanding from the Grant Date until the earlier of the payment or with forfeiture of the RSU to which it corresponds. With respect to each dividend for which the record dates occurring date occurs on or after the dateGrant 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 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 cancelled 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 terminatedany 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 (a) After the Term has ended (oreach, if a Change in Control occurs prior to the end of the Term, the effective date of the Change in Control“Dividend Equivalent”), dividend equivalents (“which Dividend Equivalents”) will be calculated and credited to the account of the Employee with respect to the number of Vested RSUs. Dividend Equivalents 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 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 Equivalent shall 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 remain outstanding from the Grant Date until the earlier of the payment or with forfeiture of the RSU to which it corresponds. With respect to each dividend for which the record dates occurring date occurs on or after the dateGrant 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 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 Employment for any reason, 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 cancelled unvested as of the date of such Termination of Employment (after taking into account any accelerated vesting, if any, that may occur in connection with such termination). Dividend Equivalents and terminatedany 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 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) After The Grantee shall have no rights of ownership in the Term has ended (or, if a Change in Control occurs prior 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 end Grantee pursuant to Section 2.5. Each PSU granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent, which Dividend Equivalent shall remain outstanding from the Date of Grant until the earlier of the Term, the effective date payment or forfeiture of the Change in Control), dividend equivalents (“Dividend Equivalents”) will PSU to which it corresponds. The Grantee shall be calculated and credited entitled to the account of the Employee with respect to the number of Vested RSUs. Dividend Equivalents will be credited as additional RSUs, the number of which will be accrue payments equal to the number of whole Shares that could be purchased with the amount of the Dividend 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 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 or with respect to record dates occurring on or after the datecash dividends declared, if any, on the Common Shares underlying the PSUs to which such Dividend Equivalent relates, payable in cash and subject to the RSUs vesting of the PSUs to which it relates, at the time the Common Shares underlying the PSUs are cancelled paid pursuant to Section 2.5 hereof. Dividend Equivalents shall not entitle the Grantee to any payments relating to dividends declared after the earlier to occur of the payment or forfeiture of the PSUs underlying such Dividend Equivalents. Dividend Equivalents and terminatedany amounts that may become distributable in respect thereof shall be treated separately from the PSUs and the rights arising in connection therewith for purposes of 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. (a) After the Term has ended (or, if a Change in Control occurs prior Prior to the end settlement of the TermRSUs pursuant to Paragraph 8 below, the effective date of the Change in Control), dividend equivalents Company shall establish an account (a “Dividend EquivalentsEquivalent Account”) will on its books for Grantee. Grantee’s Dividend Equivalent Account shall be calculated and credited to with Dividend Equivalents based on the account of the Employee dividends paid or distributions made with respect to the number of Vested RSUsShares. Dividend Equivalents 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 The amount of the Dividend 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 EmployeeDividend Equivalent Account shall be determined by multiplying (a) by (b), where (a) is the total amount of dividends or distributions (as applicable) paid on 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 account Dividend Equivalent Account established pursuant to this Section 8 shall 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 Paragraph 3 shall be subject to the same restrictions terms of this Agreement, including the vesting and other terms settlement provisions of Paragraphs 5 and conditions as apply to the RSUs with respect to which they were credited. (c) No 8 below. A Dividend Equivalents 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 Employee with respect Dividend Equivalent Account. The obligation to record dates occurring 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 settlement shall apply in the Grant Date or with respect same manner to record dates occurring on or after Dividend Equivalents prior to settlement, in the datesame proportions that apply to RSUs, if anyexcept that Dividend Equivalents credited to the Dividend Equivalent Account shall be settled by a cash payment to the Grantee rather than in Shares, on which paid to Grantee at the same time as RSUs are cancelled and terminatedunder Section 8 of the Agreement.

Dividend Equivalents. (a) After the Term has ended (orEach RSU granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent, if a Change in Control occurs prior to the end of the Term, the effective date of the Change in Control), dividend equivalents (“which Dividend Equivalents”) will be calculated and credited to the account of the Employee with respect to the number of Vested RSUs. Dividend Equivalents 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 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 Equivalent shall 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 remain outstanding from the Grant Date until the earlier of the payment or with respect forfeiture of the RSU to record dates occurring on or after which it corresponds. Pursuant to each outstanding Dividend Equivalent, the dateParticipant shall be entitled to receive payments equal to dividends paid, if any, on the 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 share of Common Stock. Each such payment shall be made no later than thirty (30) 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 of Common Stock underlying RSUs which are cancelled 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 terminatedany 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 that becomes an Earned RSU is hereby granted in tandem with a corresponding dividend equivalent right (a) After a “Dividend Equivalent”), which Dividend Equivalent shall remain outstanding from the Term has ended (or, if a Change in Control occurs prior to Grant Date until the end earlier of the Term, the effective date payment or forfeiture of the Change in Control)RSU to which it corresponds. Pursuant to each outstanding Dividend Equivalent, with respect to each dividend equivalents (“Dividend Equivalents”) will be calculated and credited to paid by the account of the Employee Company with respect to the number of Vested RSUs. Dividend Equivalents will be credited as additional RSUsPerformance Period, the number of which will Participant shall be entitled to receive payment equal to the number of whole Shares that could be purchased with the amount of the Dividend 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 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 or with respect to record dates occurring on or after the datedividend, 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 thirty (30) days following the applicable dividend payment date, provided that no such payments shall be made prior to the date on which the RSU becomes 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 payment of the Earned RSU underlying such Dividend Equivalent, and the Participant shall not be entitled to any Dividend Equivalent payments with respect to any RSU that does not become an Earned RSU. Dividend Equivalents and any amounts that may become distributable in respect thereof shall be treated separately from the RSUs are cancelled and terminatedthe 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) After Each RSU granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent that shall remain outstanding from the Term has ended Grant Date through the earlier to occur of (or, if a Change in Control occurs prior i) the termination or forfeiture for any reason of the RSU to which such Dividend Equivalent corresponds or (ii) the delivery 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 respect to the number of Vested RSUs. Dividend Equivalents 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 Equivalents, based on the Fair Market Value Participant of the Shares as of underlying the dividend payment date and the number of Vested RSUsRSU to which such Dividend Equivalent corresponds. (b) Any Each Dividend Equivalents credited Equivalent shall entitle the Participant to a value equal to the Employee’s account pursuant to this Section 8 sum of (i) [Insert Aggregate Value of Accrued Dividends under Forfeited Awards / Total Number of RSUs], which represents the value of accumulated dividends as of the Grant Date, and (ii) 100% of the dividends declared on one Share from the Grant Date until the applicable vesting date, if any. The Participant shall not be vested or paid until the dates of vesting or entitled to any payment of the RSUs under a Dividend Equivalent 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 any dividend with respect to which they were credited. (c) No Dividend Equivalents shall be credited to the Employee with respect to an applicable record dates occurring date that occurs prior to the Grant Date (other than as set forth in the preceding sentence) or after the termination of such RSU for any reason, whether due to payment, forfeiture of the 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. (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 underlying RSU in an amount equal to the total dividends per Share with respect to applicable record dates occurring on or after over the dateperiod during which such Dividend Equivalent was outstanding, if anyas 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, on which then (x) the RSUs are cancelled 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 terminated(z) the Company shall have no further obligations in respect of such Dividend Equivalent.

Dividend Equivalents. (a) After the Term has ended (orEach RSU granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent, if a Change in Control occurs prior to the end of the Term, the effective date of the Change in Control), dividend equivalents (“which Dividend Equivalents”) will be calculated and credited to the account of the Employee with respect to the number of Vested RSUs. Dividend Equivalents 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 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 Equivalent shall 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 remain outstanding from the Grant Date until the earlier of the payment or with respect forfeiture of the RSU to record dates occurring on or after which it corresponds (such earlier date, the date“Dividend Equivalent Forfeiture Date”). Pursuant to each outstanding Dividend Equivalent, the Participant shall be entitled to receive payments equal to dividends paid, if any, on the Shares underlying the RSU to which such Dividend Equivalent relates during the period beginning on August 25, 2015 and ending on the applicable Dividend Equivalent Forfeiture Date. Each such payment shall be made in cash no later than 30 days following the applicable dividend payment date, provided that no such payments shall be made prior to the 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. Dividend Equivalents and any amounts that may become distributable in respect thereof shall be treated separately from the RSUs are cancelled and terminatedthe 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) After the Term has ended (or, if Each Restricted Stock Unit granted pursuant to this Agreement is granted in tandem with a Change right to receive a cash payment in Control occurs prior an amount equal to the end aggregate amount of dividends paid by the Term, Company for any dividend with a record date that occurs during the effective date of the Change in Control), dividend equivalents (“Dividend Equivalents”) will be calculated and credited Performance Period that would have been payable to the account of Participant had the Employee with respect to the Participant held a number of Vested RSUs. Dividend Equivalents will be credited as additional RSUs, the number of which will be Shares on such record date equal to the number of whole Shares Restricted Stock Units that could be purchased are earned and vest in accordance with the amount of the Section 2.2 (a “Dividend Equivalents, based on the Fair Market Value of the Shares as of the dividend payment date and the number of Vested RSUs. (b) Any Equivalent”). Each Dividend Equivalents credited to the Employee’s account pursuant to this Section 8 shall 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 Equivalent shall be subject to the same restrictions performance requirements and other terms and vesting conditions as apply to the RSUs underlying Restricted Stock Unit. Each Dividend Equivalent shall remain outstanding from the Award Date until the earlier of the applicable vesting date or forfeiture of the underlying Restricted Stock Unit. Payment with respect to which they were crediteda vested Dividend Equivalent shall be made in a single lump sum cash payment reasonably promptly after the date of any such vesting (and in all events not later than two and one-half (2-1/2) months after such vesting date), provided that the exact payment date shall be determined by the Company in its sole discretion (and the Participant shall not have a right to designate the time of payment). (b) Dividend Equivalents shall not entitle the Participant to any payments relating to dividends with a record date that occurs after the earlier of the payment or forfeiture of the Class A Common Stock underlying such Dividend Equivalent, and the Participant shall not be entitled to any Dividend Equivalent payment with respect to any Restricted Stock Unit that is not earned or does not vest in accordance with Section 2.2. (c) No The Dividend Equivalents and any amounts that may become payable in respect thereof shall be credited to treated separately from the Employee with respect to record dates occurring prior to Restricted Stock Units and the Grant Date or with respect to record dates occurring on or after rights arising in connection therewith for purposes of Section 409(A) of the date, if any, on which the RSUs are cancelled and terminatedCode.