Common use of Dividends; Rights as Stockholder Clause in Contracts

Dividends; Rights as Stockholder. If the Company pays a cash dividend in respect of its outstanding Stock and, on the record date for such dividend, the Participant holds RSUs granted pursuant to this Agreement that have not vested and been settled in accordance with Section 4, the Company shall credit to an account maintained by the Company for the Participant’s benefit an amount equal to the cash dividends the Participant would have received if the Participant were the holder of record, as of such record date, of the number of shares of Stock related to the portion of the RSUs that have not been settled or forfeited as of such record date; provided that such cash dividends shall not be deemed to be reinvested in shares of Stock and shall be held uninvested and without interest and paid in cash at the same time that the shares of Stock underlying the RSUs are delivered to the Participant in accordance with the provisions hereof or, if later, the date on which such cash dividend is paid to shareholders of the Company. Stock or property dividends on shares of Stock shall be credited to a dividend book entry account on behalf of the Participant with respect to each RSU granted to the Participant; provided that such stock or property dividends shall be paid in (i) shares of Stock, (i) in the case of a spin-off, shares of stock of the entity that is spun-off from the Company, or (i) other property, as applicable and in each case, at the same time that the shares of Stock underlying the RSUs are delivered to the Participant in accordance with the provisions hereof. Such account is intended to constitute an “unfunded” account, and neither this Section 5 nor any action taken pursuant to or in accordance with this Section 5 shall be construed to create a trust of any kind. Except as otherwise provided herein, the Participant shall have no rights as a stockholder with respect to any shares of Stock covered by any RSU unless and until the Participant has become the holder of record of such shares.

Dividends; Rights as Stockholder. If Cash dividends paid (for dividend record dates occurring during the Company pays period from the Grant Date to the date Shares are issued hereunder pursuant to Section 4) on shares of Common Stock issuable hereunder shall be credited to a cash dividend in respect book entry account on behalf of its outstanding Stock and, on the record date for such dividend, the Participant holds RSUs with respect to each RSU granted pursuant to this Agreement that have not vested and been settled in accordance with Section 4, the Company shall credit to an account maintained by the Company for the Participant’s benefit an amount equal to the cash dividends the Participant would have received if the Participant were the holder of record, as of such record date, of the number of shares of Stock related to the portion of the RSUs that have not been settled or forfeited as of such record date; provided that such cash dividends shall not be deemed to be reinvested in shares of Common Stock and shall be held uninvested and without interest and paid in cash at the same time that the shares of Common Stock underlying the RSUs are delivered to the Participant in accordance with the provisions hereof or, if later, the date on which such cash dividend is paid to shareholders of the Companyhereof. Stock or property dividends on shares of Common Stock shall be credited to a dividend book entry account on behalf of the Participant with respect to each RSU granted to the Participant; , provided that such stock or property dividends shall be paid in (i) shares of Stock, (i) in the case of a spin-off, shares of stock of the entity that is spun-off from the Company, or (i) other property, as applicable and in each case, Common Stock at the same time that the shares of Common Stock underlying the RSUs are delivered to the Participant in accordance with the provisions hereof. Such account For the sake of clarity, in the event any portion of the unvested RSUs is intended to constitute an “unfunded” account, forfeited and neither this Section 5 nor any action taken pursuant to or cancelled in accordance with this Section 5 Agreement or the Plan, any accrued dividends on shares of Common Stock underlying such forfeited RSUs shall be construed to create a trust automatically forfeited for no value without any consideration being paid therefor and otherwise without any further action of any kindthe Company whatsoever. Except as otherwise provided herein, the Participant shall have no rights as a stockholder with respect to any shares of Common Stock covered by underlying any RSU unless and until the Participant has become the holder of record of such shares.

Dividends; Rights as Stockholder. If the Company pays Cash dividends on shares of Common Stock issuable hereunder shall be credited to a cash dividend in respect book entry account on behalf of its outstanding Stock and, on the record date for such dividend, the Participant holds RSUs with respect to each RSU granted pursuant to this Agreement that have not vested and been settled in accordance with Section 4, the Company shall credit to an account maintained by the Company for the Participant’s benefit an amount equal to the cash dividends the Participant would have received if the Participant were the holder of record, as of such record date, of the number of shares of Stock related to the portion of the RSUs that have not been settled or forfeited as of such record date; provided that such cash dividends shall not be deemed to be reinvested in shares of Common Stock and shall be held uninvested and without interest and paid in cash at the same time that the shares of Common Stock underlying the RSUs are delivered to the Participant in accordance with the provisions hereof or, if later, the date on which such cash dividend is paid to shareholders of the Companyhereof. Stock or property dividends on shares of Common Stock shall be credited to a dividend book entry account on behalf of the Participant with respect to each RSU granted to the Participant; , provided that such stock or property dividends shall be paid in (i) shares of Stock, (i) in the case of a spin-off, shares of stock of the entity that is spun-off from the Company, or (i) other property, as applicable and in each case, Common Stock at the same time that the shares of Common Stock underlying the RSUs are delivered to the Participant in accordance with the provisions hereof. Such account For the sake of clarity, in the event any portion of the unvested RSUs is intended to constitute an “unfunded” account, forfeited and neither this Section 5 nor any action taken pursuant to or cancelled in accordance with this Section 5 agreement or the Plan, any accrued dividends on shares of Common Stock underlying such forfeited RSUs shall be construed to create a trust automatically forfeited for no value without any consideration being paid therefor and otherwise without any further action of any kindthe Company whatsoever. Except as otherwise provided herein, the Participant shall have no rights as a stockholder with respect to any shares of Common Stock covered by any RSU unless and until the Participant has become the holder of record of such shares.

Dividends; Rights as Stockholder. If the Company pays a cash dividend in respect of its outstanding Stock and, on the record date for such dividend, the Participant holds RSUs granted pursuant to this Agreement that have not vested and been settled in accordance with Section 4, the Company shall credit to an account maintained by the Company for the Participant’s benefit an amount equal to the cash dividends the Participant would have received if the Participant were the holder of record, as of such record date, of the number of shares of Stock related to the portion of the RSUs that have not been settled or forfeited as of such record date; provided that such cash dividends shall not be deemed to be reinvested in shares of Stock and shall be held uninvested and without interest and paid in cash at the same time that the shares of Stock underlying the RSUs are delivered to the Participant in accordance with the provisions hereof or, if later, the date on which such cash dividend is paid to shareholders stockholders of the Company. Stock or property dividends on shares of Stock shall be credited to a dividend book entry account on behalf of the Participant with respect to each RSU granted to the Participant; provided that such stock or property dividends shall be paid in (i) shares of Stock, (i) in the case of a spin-off, shares of stock of the entity that is spun-off from the Company, or (i) other property, as applicable and in each case, at the same time that the shares of Stock underlying the RSUs are delivered to the Participant in accordance with the provisions hereof. Such account is intended to constitute an “unfunded” account, and neither this Section 5 nor any action taken pursuant to or in accordance with this Section 5 shall be construed to create a trust of any kind. Except as otherwise provided herein, the Participant shall have no rights as a stockholder with respect to any shares of Stock covered by any RSU unless and until the Participant has become the holder of record of such shares.

Dividends; Rights as Stockholder. If the Company pays a cash dividend in respect Cash dividends on shares of its outstanding Common Stock andissuable hereunder (or, on the record date for such dividendif applicable, the cash amounts) shall be credited to a dividend book entry account on behalf of the Participant holds RSUs with respect to each RSU granted pursuant to this Agreement that have not vested and been settled in accordance with Section 4, the Company shall credit to an account maintained by the Company for the Participant’s benefit an amount equal to the cash dividends the Participant would have received if the Participant were the holder of record, as of such record date, of the number of shares of Stock related to the portion of the RSUs that have not been settled or forfeited as of such record date; provided that such cash dividends shall not be deemed to be reinvested in shares of Common Stock and shall be held uninvested and without interest and paid in cash at the same time that the shares of Common Stock underlying the RSUs (or, if applicable, the cash amounts) are delivered to the Participant in accordance with the provisions hereof or, if later, the date on which such cash dividend is paid to shareholders of the Companyhereof. Stock or property dividends on shares of Common Stock shall be credited to a dividend book entry account on behalf of the Participant with respect to each RSU granted to the Participant; , provided that such stock or property dividends shall be paid in (i) shares of StockCommon Stock (or, (iif applicable, the cash amounts) in the case of a spin-off, shares of stock of the entity that is spun-off from the Company, or (i) other property, as applicable and in each case, at the same time that the shares of Common Stock underlying the RSUs (or, if applicable, the cash amounts) are delivered to the Participant in accordance with the provisions hereof. Such account is intended to constitute an “unfunded” account, and neither this Section 5 nor any action taken pursuant to or in accordance with this Section 5 shall be construed to create a trust of any kind. Except as otherwise provided herein, the Participant shall have no rights as a stockholder with respect to any shares of Common Stock covered by any RSU unless and until the Participant has become the holder of record of such shares. If the RSUs are paid in cash, the Participant shall have no rights as a stockholder.

Dividends; Rights as Stockholder. If the Company pays Cash dividends on shares of Common Stock issuable hereunder shall be credited to a cash dividend in respect book entry account on behalf of its outstanding Stock and, on the record date for such dividend, the Participant holds RSUs with respect to each RSU granted pursuant to this Agreement that have not vested and been settled in accordance with Section 4, the Company shall credit to an account maintained by the Company for the Participant’s benefit an amount equal to the cash dividends the Participant would have received if the Participant were the holder of record, as of such record date, of the number of shares of Stock related to the portion of the RSUs that have not been settled or forfeited as of such record date; provided that such cash dividends shall not be deemed to be reinvested in shares of Common Stock and shall be held uninvested and without interest and paid in cash at the same time that the shares of Common Stock underlying the RSUs are delivered to the Participant in accordance with the provisions hereof or, if later, the date on which such cash dividend is paid to shareholders of the Companyhereof. Stock or property dividends on shares of Common Stock shall be credited to a dividend book entry account on behalf of the Participant with respect to each RSU granted to the Participant; , provided that such stock or property dividends shall be paid in (i) shares of StockCommon Stock (or, (i) as determined in the case Committee’s sole discretion, an amount of a spin-off, cash equivalent to the Fair Market Value of such shares of stock of the entity that is spun-off from the Company, or (iCommon Stock) other property, as applicable and in each case, at the same time that the shares of Common Stock underlying the RSUs are delivered to the Participant in accordance with the provisions hereof. Such account is intended to constitute an “unfunded” account, and neither this Section 5 nor any action taken pursuant to or in accordance with this Section 5 shall be construed to create a trust of any kind. Except as otherwise provided herein, the Participant shall have no rights as a stockholder with respect to any shares of Common Stock covered by any RSU unless and until the RSUs vest and the Participant is issued and has become the holder of record of such sharesshares hereunder.

Dividends; Rights as Stockholder. If the Company pays a cash A cash-denominated dividend in respect of its outstanding Stock and, on the record date for such dividend, the Participant holds RSUs granted pursuant to this Agreement that have not vested and been settled in accordance with Section 4, the Company shall credit to an account maintained by the Company for the Participant’s benefit an amount equal to the cash dividends the Participant would have received if the Participant were the holder of record, as of such record date, of the number of shares of Stock related to the portion of the RSUs that have not been settled or forfeited as of such record date; provided that such cash dividends shall not be deemed to be reinvested in shares of Stock and shall be held uninvested and without interest and paid in cash at the same time that the shares of Stock underlying the RSUs are delivered to the Participant in accordance with the provisions hereof or, if later, the date on which such cash dividend is paid to shareholders of the Company. Stock or property dividends on shares of Stock equivalent shall be credited to a dividend book entry account on behalf of the Participant with respect to each RSU granted to the Participant; provided that such stock or property dividends shall be Participant in an amount equal to each cash dividend paid in (i) shares with respect to an outstanding share of Stock, (i) in the case Common Stock of a spin-off, shares of stock of the entity that is spun-off from the Company, or (i) other propertyprovided, as applicable that such dividend equivalent shall be retained and will be subject to the vesting provisions set forth above, provided, further, that such dividend equivalents shall not be deemed to be reinvested in each case, shares of Common Stock and shall be held uninvested and without interest and paid in cash at the same time that the shares of Common Stock underlying the RSUs are delivered to the Participant in accordance with the provisions hereof. Such A Common Stock-denominated dividend equivalent shall be credited to a dividend book entry account is intended on behalf of the Participant with respect to constitute each RSU granted to the Participant equal to the number of shares of Common Stock paid as a stock dividend with respect to an “unfunded” accountoutstanding share of Common Stock of the Company, and neither this Section 5 nor any action taken pursuant provided that such dividend equivalents shall be paid in shares of Common Stock at the same time that the shares of Common Stock underlying the RSUs are delivered to or the Participant in accordance with this Section 5 shall be construed to create a trust of any kindthe provisions hereof. Except as otherwise provided herein, the Participant shall have no rights as a stockholder with respect to any shares of Common Stock covered by any RSU unless and until the RSUs vest and the Participant has become the holder of record of such sharesshares hereunder.

Dividends; Rights as Stockholder. If the Company pays a cash dividend in respect of its outstanding Common Stock and, on the record date for such dividend, the Participant holds RSUs TRSUs granted pursuant to this Agreement that have not vested and been settled in accordance with Section 4, the Company shall credit to an account maintained by the Company for the Participant’s benefit an amount equal to the cash dividends the Participant would have received if the Participant were the holder of record, as of such record date, of the number of shares of Common Stock related to the portion of the RSUs TRSUs that have not been settled or forfeited as of such record date; provided that such cash dividends shall not be deemed to be reinvested in shares of Common Stock and shall be held uninvested and without interest and paid in cash at the same time that the shares of Common Stock underlying the RSUs TRSUs are delivered to the Participant in accordance with the provisions hereof or, if later, the date on which such cash dividend is paid to shareholders of the Company. Common Stock or property dividends on shares of Common Stock shall be credited to a dividend book entry account on behalf of the Participant with respect to each RSU TRSU granted to the Participant; provided that such stock or property dividends shall be paid in (i) shares of Common Stock, (iii) in the case of a spin-off, shares of stock of the entity that is spun-off from the Company, or (iiii) other property, as applicable and in each case, at the same time that the shares of Common Stock underlying the RSUs TRSUs are delivered to the Participant in accordance with the provisions hereof. Such account is intended to constitute an “unfunded” account, and neither this Section 5 nor any action taken pursuant to or in accordance with this Section 5 shall be construed to create a trust of any kind. Except as otherwise provided herein, the Participant shall have no rights as a stockholder with respect to any shares of Common Stock covered by any RSU TRSU unless and until the Participant has become the holder of record of such shares.

Dividends; Rights as Stockholder. If the Company pays a cash dividend in respect of its outstanding Stock and, Cash dividends on the record date for such dividend, the Participant holds RSUs granted pursuant to this Agreement that have not vested and been settled in accordance with Section 4, the Company shall credit to an account maintained by the Company for the Participant’s benefit an amount equal to the cash dividends the Participant would have received if the Participant were the holder of record, as of such record date, of the number of shares of Common Stock related issuable hereunder shall be credited to the portion a dividend book entry account on behalf of the RSUs that have not been settled or forfeited as of such record date; Grantee with respect to each RSU granted to Grantee, provided that such cash dividends shall not be deemed to be reinvested in shares of Common Stock and shall be held uninvested and without interest and paid in cash at the same time that the shares of Common Stock underlying the RSUs are delivered to the Participant Grantee in accordance with the provisions hereof or, if later, the date on which such cash dividend is paid to shareholders of the Companyhereof. Stock or property dividends on shares of Common Stock shall be credited to a dividend book entry account on behalf of the Participant Grantee with respect to each RSU granted to the Participant; Grantee, provided that such stock or property dividends shall be paid in (i) shares of Stock, (i) in the case of a spin-off, shares of stock of the entity that is spun-off from the Company, or (i) other property, as applicable and in each case, Common Stock at the same time that the shares of Common Stock underlying the RSUs are delivered to the Participant Grantee in accordance with the provisions hereof. Such account is intended to constitute an “unfunded” accountTo the extent that any Unvested RSUs are forfeited and cancelled for any reason, all cash dividends and neither this Section 5 nor any action taken pursuant to or in accordance stock dividends credited with this Section 5 respect thereto shall also be construed to create a trust of any kindforfeited and cancelled at such time. Except as otherwise provided herein, the Participant Grantee shall have no rights as a stockholder with respect to any shares of Common Stock covered by any RSU unless and until the Participant Grantee has become the holder of record of such shares, and except as otherwise provided by the Plan, Grantee agrees and understands that nothing contained in this Agreement provides, or is intended to provide, Grantee with any protection against potential future dilution of Grantee’s interest in the Company for any reason.

Dividends; Rights as Stockholder. If the Company pays Cash dividends on shares of Common Stock issuable hereunder shall be credited to a cash dividend in respect book entry account on behalf of its outstanding Stock and, on the record date for such dividend, the Participant holds RSUs with respect to each RSU granted pursuant to this Agreement that have not vested and been settled in accordance with Section 4, the Company shall credit to an account maintained by the Company for the Participant’s benefit an amount equal , provided that any such dividends will be subject to the cash dividends same vesting requirements as the Participant would have received if the Participant were the holder of record, as of such record date, of the number of shares of Stock related to the portion of the underlying RSUs that have not been settled or forfeited as of such record date; provided that such cash dividends shall not be deemed to be reinvested in shares of Stock and shall be held uninvested and without interest and paid in cash at the same time that the shares of Common Stock underlying the RSUs become vested and are delivered to the Participant in accordance with the provisions hereof and provided, further, that such dividends shall be accumulated and deemed reinvested in additional shares of Common Stock based on the Fair Market Value of the Common Stock at the time of the dividend and shall be paid in shares of Common Stock at the same time that the shares of Common Stock underlying the RSUs are delivered to the Participant in accordance with the provisions hereof or, if later, the date on which such cash dividend is paid to shareholders of the Companyhereof. Stock or property dividends on shares of Common Stock shall be credited to a dividend book entry account on behalf of the Participant with respect to each RSU granted to the Participant; , provided that such stock or property dividends shall be subject to the same vesting requirements as the underlying RSUs and shall be paid in (i) shares of Stock, (i) in the case of a spin-off, shares of stock of the entity that is spun-off from the Company, or (i) other property, as applicable and in each case, Common Stock at the same time that the shares of Common Stock underlying the RSUs are delivered to the Participant in accordance with the provisions hereof. Such account is intended to constitute an “unfunded” account, and neither this Section 5 nor any action taken pursuant to or in accordance with this Section 5 shall be construed to create a trust of any kind. Except as otherwise provided herein, the Participant shall have no rights as a stockholder with respect to any shares of Common Stock covered by any RSU unless and until the Participant has become the holder of record of such shares.

Dividends; Rights as Stockholder. If the Company pays Cash dividends on shares of Common Stock issuable hereunder shall be credited to a cash dividend in respect book entry account on behalf of its outstanding Stock and, on the record date for such dividend, the Participant holds RSUs with respect to each RSU granted pursuant to this Agreement that have not vested and been settled in accordance with Section 4, the Company shall credit to an account maintained by the Company for the Participant’s benefit an amount equal to the cash dividends Participant calculated at the Participant would have received if the Participant were the holder of recordTarget amount, as of such record date, of the number of shares of Stock related to the portion of the RSUs that have not been settled or forfeited as of such record date; provided that such cash dividends shall not be deemed to be reinvested in shares of Common Stock and shall be held uninvested and without interest and paid in cash at the same time that the shares of Common Stock underlying the RSUs are delivered to the Participant in accordance with the provisions hereof or, if later, the date on which such cash dividend is paid to shareholders of the Companyhereof. Stock or property dividends on shares of Common Stock shall be credited to a dividend book entry account on behalf of the Participant with respect to each RSU granted to the Participant; Participant calculated at the Target amount, provided that such stock or property dividends shall be paid in (i) shares of Stock, (i) in the case of a spin-off, shares of stock of the entity that is spun-off from the Company, or (i) other property, as applicable and in each case, Common Stock at the same time that the shares of Common Stock underlying the RSUs are delivered to the Participant in accordance with the provisions hereof. Such account is intended to constitute an “unfunded” accountAny such dividends, and neither this Section 5 nor any action taken pursuant to whether payable in cash or in accordance with this Section 5 stock, shall be construed paid and delivered to create a trust the Participant only with respect to Common Stock actually issued to the Participant upon vesting of such RSUs. No such dividends shall be paid with respect to RSUs that are forfeited or do not vest for any kindreason and all book entries for dividends relating to RSUs that are forfeited or do not vest shall likewise be forfeited. Except as otherwise provided herein, the Participant shall have no rights as a stockholder with respect to any shares of Common Stock covered by any RSU unless and until the Participant has become the holder of record of such shares.

Dividends; Rights as Stockholder. If the Company pays a cash dividend in respect of its outstanding Common Stock and, on the record date for such dividend, the Participant holds RSUs PRSUs granted pursuant to this Agreement that have not vested and been settled in accordance with Section 4, the Company shall credit to an account maintained by the Company for the Participant’s benefit an amount equal to the cash dividends the Participant would have received if the Participant were the holder of record, as of such record date, of the number of shares of Common Stock related to the portion of the RSUs PRSUs that have not been settled or forfeited as of such record date; provided that such cash dividends shall not be deemed to be reinvested in shares of Common Stock and shall be held uninvested and without interest and paid in cash at the same time that the shares of Common Stock underlying the RSUs PRSUs are delivered to the Participant in accordance with the provisions hereof or, if later, the date on which such cash dividend is paid to shareholders of the Company. Common Stock or property dividends on shares of Common Stock shall be credited to a dividend book entry account on behalf of the Participant with respect to each RSU PRSU granted to the Participant; provided that such stock or property dividends shall be paid in (i) shares of Common Stock, (i) in the case of a spin-off, shares of stock of the entity that is spun-off from the Company, or (i) other property, as applicable and in each case, at the same time that the shares of Common Stock underlying the RSUs PRSUs are delivered to the Participant in accordance with the provisions hereof. Such account is intended to constitute an “unfunded” account, and neither this Section 5 nor any action taken pursuant to or in accordance with this Section 5 shall be construed to create a trust of any kind. Except as otherwise provided herein, the Participant shall have no rights as a stockholder with respect to any shares of Common Stock covered by any RSU PRSU unless and until the Participant has become the holder of record of such shares.

Dividends; Rights as Stockholder. If Cash dividends on the Company pays number of shares of Stock issuable hereunder shall be credited to a cash dividend book entry account on behalf of the Executive with respect to each share of Stock issuable in respect of its outstanding Stock and, on an RSU granted to the Executive that has become vested prior to the record date for such dividend, the Participant holds RSUs granted pursuant to this Agreement that have not vested and been settled in accordance with Section 4, the Company shall credit to an account maintained by the Company for the Participant’s benefit an amount equal to the cash dividends the Participant would have received if the Participant were the holder of record, as of such record date, of the number of shares of Stock related to the portion of the RSUs that have not been settled or forfeited as of such record date; provided that such cash dividends shall not be deemed to be reinvested in shares of Stock and shall be held uninvested and without interest and paid in cash at the same time that the shares of Stock underlying the RSUs are delivered to the Participant Executive in accordance with the provisions hereof or, if later, the date on which such cash dividend is paid to shareholders of the Companyhereof. Stock or property dividends on shares of Stock shall be credited to a dividend book entry account on behalf of the Participant Executive with respect to each share of Stock issuable in respect of an RSU granted to the Participant; Executive that has become vested prior to the record date for such dividend, provided that such stock or property dividends shall be paid in (i) shares of Stock, (i) in the case of a spin-off, shares of stock of the entity that is spun-off from the Company, or (i) other property, as applicable and in each case, Stock at the same time that the shares of Stock underlying the RSUs are delivered to the Participant Executive in accordance with the provisions hereof. Such account is intended to constitute an “unfunded” account, and neither this Section 5 nor any action taken pursuant to or in accordance with this Section 5 shall be construed to create a trust of any kind. Except as otherwise provided herein, the Participant Executive shall have no rights as a stockholder with respect to any shares of Stock covered by any RSU unless and until the Participant Executive has become the holder of record of such shares.

Dividends; Rights as Stockholder. If the Company pays a cash dividend in respect of its outstanding Stock and, on the record date for such dividend, the Participant holds RSUs granted pursuant to this Agreement that have not vested and been settled in accordance with Section 4, the Company shall credit to an account maintained by the Company for the Participant’s benefit an amount equal to the cash dividends the Participant would have received if the Participant were the holder of record, as of such record date, of the number of shares of Stock related to the portion of the RSUs that have not been settled or forfeited as of such record date; provided that such cash dividends shall not be deemed to be reinvested in shares of Stock and shall be held uninvested and without interest and paid in cash at the same time that the shares of Stock underlying the RSUs are delivered to the Participant in accordance with the provisions hereof or, if later, the date on which such cash dividend is paid to shareholders of the Company. Stock or property Cash dividends on shares of Stock Shares issuable hereunder shall be credited to a dividend book entry account on behalf of the Participant with respect to each RSU granted to the Participant; , provided that such stock or property cash dividends shall not be deemed to be reinvested in Shares and shall be held uninvested and without interest and paid in (i) shares of Stock, (i) in the case of a spin-off, shares of stock of the entity that is spun-off from the Company, or (i) other property, as applicable and in each case, cash at the same time that the shares of Stock Shares underlying the RSUs are delivered to the Participant in accordance with the provisions hereof. Such Stock dividends on Shares shall be credited to a dividend book entry account is intended on behalf of the Participant with respect to constitute an “unfunded” accounteach RSU granted to the Participant, and neither this Section 5 nor any action taken pursuant provided that such stock dividends shall be paid in Shares at the same time that the Shares underlying the RSUs are delivered to or the Participant in accordance with this Section 5 shall be construed to create a trust of any kindthe provisions hereof. Except as otherwise provided herein, the Participant shall have no rights as a stockholder with respect to any shares of Stock Shares covered by any RSU unless and until the Participant has become the holder of record of such shares.Shares. -0- XXX Agreement 6. Confidentiality/Proprietary Developments/Competition and Non-Interference. Notwithstanding anything in this Section 6 or otherwise in this Agreement to the contrary, in the case of a Participant whose employment with the Company or a Subsidiary is subject to the terms of an employment agreement between such Participant and the Company or Subsidiary, which employment agreement includes the restrictive covenants covered in this Section 6, the restrictive covenants and all terms and conditions governing same as set forth in said employment agreement shall control and supersede this Section 6; otherwise: 6.1

Dividends; Rights as Stockholder. If the Company pays Cash dividends on shares of Common Stock issuable hereunder shall be credited to a cash dividend in respect book entry account on behalf of its outstanding Stock and, on the record date for such dividend, the Participant holds RSUs with respect to each RSU granted pursuant to this Agreement that have not vested and been settled in accordance with Section 4, the Company shall credit to an account maintained by the Company for the Participant’s benefit an amount equal to the cash dividends the Participant would have received if the Participant were the holder of record, as of such record date, of the number of shares of Stock related to the portion of the RSUs that have not been settled or forfeited as of such record date; provided that such cash dividends shall not be deemed to be reinvested in shares of Common Stock and shall be held uninvested and without interest and paid in cash at the same time that the shares of Common Stock underlying the RSUs are delivered to the Participant in accordance with the provisions hereof or, if later, the date on which such cash dividend is paid to shareholders of the Companyhereof. Stock or property dividends on shares of Common Stock shall be credited to a dividend book entry account on behalf of the Participant with respect to each RSU granted to the Participant; , provided that such stock or property dividends shall be paid in (i) shares of Stock, (i) in the case of a spin-off, shares of stock of the entity that is spun-off from the Company, or (i) other property, as applicable and in each case, Common Stock at the same time that the shares of Common Stock underlying the RSUs are delivered to the Participant in accordance with the provisions hereof. Such account is intended to constitute an “unfunded” accountIn the event the RSUs are forfeited, and neither this Section 5 nor any action taken pursuant to underlying cash or in accordance with this Section 5 shall stock dividends will also be construed to create a trust of any kindforfeited. Except as otherwise provided herein, the Participant shall have no rights as a stockholder with respect to any shares of Common Stock covered by any RSU unless and until the Participant has become the holder of record of such shares.

Dividends; Rights as Stockholder. If the Company pays a cash dividend in respect of its outstanding Common Stock and, on the record date for such dividend, the Participant holds RSUs PRSUs granted pursuant to this Agreement that have not vested and been settled in accordance with Section 4, the Company shall credit to an account maintained by the Company for the Participant’s benefit an amount equal to the cash dividends the Participant would have received if the Participant were the holder of record, as of such record date, of the number of shares of Common Stock related to the portion of the RSUs PRSUs that have not been settled or forfeited as of such record date; provided that such cash dividends shall not be deemed to be reinvested in shares of Common Stock and shall be held uninvested and without interest and paid in cash at the same time that the shares of Common Stock underlying the RSUs PRSUs are delivered to the Participant in accordance with the provisions hereof or, if later, the date on which such cash dividend is paid to shareholders of the Company. Common Stock or property dividends on shares of Common Stock shall be credited to a dividend book entry account on behalf of the Participant with respect to each RSU PRSU granted to the Participant; provided that such stock or property dividends shall be paid in (i) shares of Common Stock, (iii) in the case of a spin-off, shares of stock of the entity that is spun-off from the Company, or (iiii) other property, as applicable and in each case, at the same time that the shares of Common Stock underlying the RSUs PRSUs are delivered to the Participant in accordance with the provisions hereof. Such account is intended to constitute an “unfunded” account, and neither this Section 5 nor any action taken pursuant to or in accordance with this Section 5 shall be construed to create a trust of any kind. Except as otherwise provided herein, the Participant shall have no rights as a stockholder with respect to any shares of Common Stock covered by any RSU PRSU unless and until the Participant has become the holder of record of such shares.. ‌ ​

Dividends; Rights as Stockholder. If the Company declares and pays a cash dividend in respect of its outstanding shares of Common Stock and, on the record date for such dividend, the Participant holds RSUs PSUs granted pursuant to this Agreement that have not vested and been settled in accordance with Section 4settled, the Company shall credit to an account maintained by record the Company for the Participant’s benefit an amount equal to the cash dividends the Participant would have received if the Participant were the holder of record, as of such record date, of dividend (a “Subject Dividend”) in a bookkeeping account. On the number of shares of Stock related to date on which the portion of the RSUs that have not been settled or forfeited as of such record date; provided that such cash dividends shall not be deemed to be reinvested in shares of Stock and shall be held uninvested and without interest and paid in cash at the same time that the shares of Common Stock underlying the RSUs PSUs are delivered to the Participant in accordance with the provisions hereof or, if laterhereof, the date on which such cash dividend is paid Company will pay the Participant an amount equal to shareholders (a) the aggregate value of the Company. Stock or property dividends Subject Dividends, multiplied by (b) the number of PSUs that become earned on shares of Stock shall be credited to a dividend book entry account on behalf of the Participant with respect to each RSU granted to the Participantsuch date under this Agreement; provided that such that, any stock or property dividends shall will be paid in (i) shares of Stock, (i) in the case of a spin-off, shares of stock of the entity that is spun-off from the Company, or (i) other property, as applicable and in each case, Common Stock at the same time that the shares of Common Stock underlying the RSUs PSUs are delivered to the Participant in accordance with the provisions hereof. Such account is intended to constitute an “unfunded” accountFor clarity, and neither this Section 5 nor if any action taken of the PSUs are forfeited by the Participant pursuant to or in accordance the terms of this Agreement, then the Participant shall also forfeit all Subject Dividends, if any, accrued with this Section 5 shall be construed respect to create a trust such forfeited PSUs. No interest will accrue on the Subject Dividends between the declaration and payment of any kindthe applicable dividends and the settlement of the Subject Dividends. Except as otherwise provided herein, the Participant shall will have no rights as a stockholder with respect to any shares of Common Stock covered by any RSU PSU unless and until the Participant has become the holder of record of such shares.

Dividends; Rights as Stockholder. If the Company pays a cash dividend in respect of its outstanding Common Stock and, on the record date for such dividend, the Participant holds RSUs TRSUs granted pursuant to this Agreement that have not vested and been settled in accordance with Section 4, the Company shall credit to an account maintained by the Company for the Participant’s benefit an amount equal to the cash dividends the Participant would have received if the Participant were the holder of record, as of such record date, of the number of shares of Common Stock related to the portion of the RSUs TRSUs that have not been settled or forfeited as of such record date; provided that such cash dividends shall not be deemed to be reinvested in shares of Common Stock and shall be held uninvested and without interest and paid in cash at the same time that the shares of Common Stock underlying the RSUs TRSUs are delivered to the Participant in accordance with the provisions hereof or, if later, the date on which such cash dividend is paid to shareholders of the Company. Common Stock or property dividends on shares of Common Stock shall be credited to a dividend book entry account on behalf of the Participant with respect to each RSU TRSU granted to the Participant; provided that such stock or property dividends shall be paid in (i) shares of Common Stock, (i) in the case of a spin-off, shares of stock of the entity that is spun-off from the Company, or (i) other property, as applicable and in each case, at the same time that the shares of Common Stock underlying the RSUs TRSUs are delivered to the Participant in accordance with the provisions hereof. Such account is intended to constitute an “unfunded” account, and neither this Section 5 nor any action taken pursuant to or in accordance with this Section 5 shall be construed to create a trust of any kind. Except as otherwise provided herein, the Participant shall have no rights as a stockholder with respect to any shares of Common Stock covered by any RSU TRSU unless and until the Participant has become the holder of record of such shares.