Common use of Dividends; Rights as Stockholder Clause in Contracts

Dividends; Rights as Stockholder. Cash dividends paid (for dividend record dates occurring during the 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 dividend book entry account on behalf of the Participant with respect to each RSU granted to the Participant, 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. Stock 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 dividends 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. For the sake of clarity, in the event any portion of the unvested RSUs is forfeited and cancelled in accordance with this Agreement or the Plan, any accrued dividends on shares of Common Stock underlying such forfeited RSUs shall be automatically forfeited for no value without any consideration being paid therefor and otherwise without any further action of the Company whatsoever. Except as otherwise provided herein, the Participant shall have no rights as a stockholder with respect to any shares of Common Stock underlying any RSU unless and until the Participant has become the holder of record of such shares.

Dividends; Rights as Stockholder. Cash dividends paid (for dividend record dates occurring during the 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 dividend book entry account on behalf of the Participant with respect to each RSU granted to the Participant, 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. Stock 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 dividends 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. For the sake of clarity, in the event any portion of the unvested RSUs is forfeited and cancelled in accordance with this Agreement agreement or the Plan, any accrued dividends on shares of Common Stock underlying such forfeited RSUs shall be automatically forfeited for no value without any consideration being paid therefor and otherwise without any further action of the Company whatsoever. Except as otherwise provided herein, the Participant shall have no rights as a stockholder with respect to any shares of Common Stock underlying covered by any RSU unless and until the Participant has become the holder of record of such shares.

Dividends; Rights as Stockholder. Cash dividends paid (for dividend record dates occurring during the period from the Grant Date to the date Shares are issued hereunder pursuant to Section 4) on shares of Common Stock issuable hereunder (or, if applicable, the cash amounts) 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 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. Stock 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 dividends shall be paid in shares of Common Stock (or, if applicable, the cash amounts) 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. For the sake of clarity, in the event any portion of the unvested RSUs is forfeited and cancelled in accordance with this Agreement or the Plan, any accrued dividends on shares of Common Stock underlying such forfeited RSUs shall be automatically forfeited for no value without any consideration being paid therefor and otherwise without any further action of the Company whatsoever. Except as otherwise provided herein, the Participant shall have no rights as a stockholder with respect to any shares of Common Stock underlying 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. Cash dividends paid (for dividend record dates occurring during on the period from the Grant Date to the date Shares are issued hereunder pursuant to Section 4) on number of shares of Common Stock issuable hereunder 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 ParticipantExecutive that has become vested prior to the record date for such dividend, 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 Executive in accordance with the provisions hereof. Stock dividends on shares of Common 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 ParticipantExecutive that has become vested prior to the record date for such dividend, provided that such stock dividends 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 Executive in accordance with the provisions hereof. For the sake of clarity, in the event any portion of the unvested RSUs is forfeited and cancelled in accordance with this Agreement or the Plan, any accrued dividends on shares of Common Stock underlying such forfeited RSUs shall be automatically forfeited for no value without any consideration being paid therefor and otherwise without any further action of the Company whatsoever. Except as otherwise provided herein, the Participant Executive shall have no rights as a stockholder with respect to any shares of Common Stock underlying covered by any RSU unless and until the Participant Executive has become the holder of record of such shares.

Dividends; Rights as Stockholder. Cash dividends paid (for dividend record dates occurring during the period from the Grant Date to the date on Shares are issued hereunder pursuant to Section 4) on shares of Common Stock 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 cash dividends shall not be deemed to be reinvested in shares of Common Stock Shares and shall be held uninvested and without interest and paid in cash at the same time that the shares of Common Stock Shares underlying the RSUs are delivered to the Participant in accordance with the provisions hereof. Stock dividends on shares of Common Stock Shares 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 dividends shall be paid in shares of Common Stock Shares at the same time that the shares of Common Stock Shares underlying the RSUs are delivered to the Participant in accordance with the provisions hereof. For the sake of clarity, in the event any portion of the unvested RSUs is forfeited and cancelled in accordance with this Agreement or the Plan, any accrued dividends on shares of Common Stock underlying such forfeited RSUs shall be automatically forfeited for no value without any consideration being paid therefor and otherwise without any further action of the Company whatsoever. Except as otherwise provided herein, the Participant shall have no rights as a stockholder with respect to any shares of Common Stock underlying 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. Cash dividends paid (for dividend record dates occurring during the 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 dividend book entry account on behalf of the Participant with respect to each RSU granted to the Participant, 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. Stock 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 dividends shall be paid in shares of Common Stock (or, as determined in the Committee’s sole discretion, an amount of cash equivalent to the Fair Market Value of such 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. For the sake of clarity, in the event any portion of the unvested RSUs is forfeited and cancelled in accordance with this Agreement or the Plan, any accrued dividends on shares of Common Stock underlying such forfeited RSUs shall be automatically forfeited for no value without any consideration being paid therefor and otherwise without any further action of the Company whatsoever. Except as otherwise provided herein, the Participant shall have no rights as a stockholder with respect to any shares of Common Stock underlying 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. Cash dividends paid (for dividend record dates occurring during the 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 dividend book entry account on behalf of the Participant with respect to each RSU granted to the ParticipantParticipant calculated at the Target amount, 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. Stock 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 ParticipantParticipant calculated at the Target amount, provided that such stock dividends 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. For Any such dividends, whether payable in cash or stock, shall be paid and delivered to the sake of clarity, in the event any portion of the unvested RSUs is forfeited and cancelled in accordance Participant only with this Agreement or the Plan, any accrued dividends on shares of respect to Common Stock underlying actually issued to the Participant upon vesting of such forfeited RSUs RSUs. No such dividends shall be automatically paid with respect to RSUs that are forfeited or do not vest for no value without any consideration being paid therefor reason and otherwise without any further action of the Company whatsoeverall 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 underlying covered by any RSU unless and until the Participant has become the holder of record of such shares.

Dividends; Rights as Stockholder. Cash dividends paid (for dividend record dates occurring during the 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 dividend book entry account on behalf of the Participant Grantee with respect to each RSU granted to the ParticipantGrantee, 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. Stock 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 ParticipantGrantee, provided that such stock dividends 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 Grantee in accordance with the provisions hereof. For To the sake of clarity, in the event extent that any portion of the unvested Unvested RSUs is are forfeited and cancelled in accordance for any reason, all cash dividends and stock dividends credited with this Agreement or the Plan, any accrued dividends on shares of Common Stock underlying respect thereto shall also be forfeited and cancelled at such forfeited RSUs shall be automatically forfeited for no value without any consideration being paid therefor and otherwise without any further action of the Company whatsoevertime. Except as otherwise provided herein, the Participant Grantee shall have no rights as a stockholder with respect to any shares of Common Stock underlying 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. Cash dividends paid (for A cash-denominated dividend record dates occurring during the period from the Grant Date to the date Shares are issued hereunder pursuant to Section 4) on shares of Common Stock issuable hereunder equivalent shall be credited to a dividend book entry account on behalf of the Participant with respect to each RSU granted to the ParticipantParticipant in an amount equal to each cash dividend paid with respect to an outstanding share of Common Stock of the Company, provided provided, that such cash dividends 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 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. Stock dividends on shares of A Common Stock Stock-denominated dividend equivalent shall be credited to a dividend book entry account on behalf of the Participant with respect to each RSU granted to the ParticipantParticipant equal to the number of shares of Common Stock paid as a stock dividend with respect to an outstanding share of Common Stock of the Company, provided that such stock dividends 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 the Participant in accordance with the provisions hereof. For the sake of clarity, in the event any portion of the unvested RSUs is forfeited and cancelled in accordance with this Agreement or the Plan, any accrued dividends on shares of Common Stock underlying such forfeited RSUs shall be automatically forfeited for no value without any consideration being paid therefor and otherwise without any further action of the Company whatsoever. Except as otherwise provided herein, the Participant shall have no rights as a stockholder with respect to any shares of Common Stock underlying 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. Cash dividends paid (for dividend record dates occurring during the 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 dividend book entry account on behalf of the Participant with respect to each RSU granted to the Participant, provided that any such cash dividends will be subject to the same vesting requirements as the underlying RSUs and shall be paid 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 not be accumulated and deemed to 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 reinvested paid 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. Stock 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 dividends shall be subject to the same vesting requirements as the underlying RSUs 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. For the sake of clarity, in the event any portion of the unvested RSUs is forfeited and cancelled in accordance with this Agreement or the Plan, any accrued dividends on shares of Common Stock underlying such forfeited RSUs shall be automatically forfeited for no value without any consideration being paid therefor and otherwise without any further action of the Company whatsoever. Except as otherwise provided herein, the Participant shall have no rights as a stockholder with respect to any shares of Common Stock underlying covered by any RSU unless and until the Participant has become the holder of record of such shares.

Dividends; Rights as Stockholder. Cash dividends paid (for If the Company declares and pays a dividend record dates occurring during the period from the Grant Date to the date Shares are issued hereunder pursuant to Section 4) on in respect of its outstanding shares of Common Stock issuable hereunder shall be credited to a dividend book entry account and, on behalf of the record date for such dividend, the Participant with respect holds PSUs granted pursuant to each RSU granted to this Agreement that have not been settled, the Participant, provided that Company shall record the amount of such cash dividends shall not be deemed to be reinvested dividend (a “Subject Dividend”) in shares of Common Stock and shall be held uninvested and without interest and paid in cash at a bookkeeping account. On the same time that date on which the shares of Common Stock underlying the RSUs PSUs are delivered to the Participant in accordance with the provisions hereof. Stock dividends on shares of Common Stock shall be credited , the Company will pay the Participant an amount equal to a dividend book entry account on behalf (a) the aggregate value of the Participant with respect to each RSU granted to Subject Dividends, multiplied by (b) the Participantnumber of PSUs that become earned on such date under this Agreement; provided that, provided that such any stock dividends shall will be paid in shares of 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. For the sake of clarity, in the event if any portion of the unvested RSUs is PSUs are forfeited and cancelled in accordance by the Participant pursuant to the terms of this Agreement, then the Participant shall also forfeit all Subject Dividends, if any, accrued with this Agreement or the Plan, any accrued dividends on shares of Common Stock underlying respect to such forfeited RSUs shall be automatically forfeited for no value without any consideration being paid therefor PSUs. No interest will accrue on the Subject Dividends between the declaration and otherwise without any further action payment of the Company whatsoeverapplicable 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 underlying covered by any RSU PSU unless and until the Participant has become the holder of record of such shares.

Dividends; Rights as Stockholder. Cash dividends paid (for dividend record dates occurring during the 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 dividend book entry account on behalf of the Participant with respect to each RSU granted to the Participant, 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. Stock 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 dividends 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. For the sake of clarity, in In the event any portion of the unvested RSUs is forfeited and cancelled in accordance with this Agreement or the Planare forfeited, any accrued underlying cash or stock dividends on shares of Common Stock underlying such forfeited RSUs shall will also be automatically forfeited for no value without any consideration being paid therefor and otherwise without any further action of the Company whatsoeverforfeited. Except as otherwise provided herein, the Participant shall have no rights as a stockholder with respect to any shares of Common Stock underlying covered by any RSU unless and until the Participant has become the holder of record of such shares.