Common use of No Privilege of Stock Ownership; Dividend Equivalents Clause in Contracts

No Privilege of Stock Ownership; Dividend Equivalents. Holding PSUs does not give Employee the rights of a shareholder (including without limitation the right to vote or receive dividends or other distributions) with respect to any Shares that Company may issue under the terms and conditions of this Agreement before the date such Shares are issued. Notwithstanding the foregoing, if Company declares a dividend on Shares, then a "Dividend Equivalent" (as defined in the Plan) in the form of additional PSUs ("Dividend Equivalent PSUs") will be credited on the PSUs (including Dividend Equivalent PSUs) as follows: (i) The crediting of Dividend Equivalent PSUs will occur as of the date the actual dividend is paid to Company shareholders. The number of additional Dividend Equivalent PSUs credited (which may include fractional PSUs) on each dividend payment date shall be the quotient obtained by dividing (A) the aggregate cash amount that would have been paid as a dividend if each PSU then credited to Employee pursuant to this Agreement (whether or not the PSUs have Vested) was one whole Share, by (B) the Fair Market Value of a Share on the date such dividend payment is made to Company shareholders. (ii) If, at the time of Certification (as defined in Paragraph 3(a)): (A) the level of Goal achievement described in Paragraph 3(b) and Appendix A is less than target, the number of Dividend Equivalent PSUs determined pursuant to Paragraph 2(b)(i) shall be reduced by a percentage equal to 100% minus the Payout Percentage (as defined in Appendix A). (For illustration purposes only, if, for example, Goal Achievement is attained at an 80% level, the number of PSUs credited due to the conversion of Dividend Equivalents pursuant to Paragraph 2(b)(i) shall be reduced by 20% (100% - 80%)); or (B) the level of Goal achievement described in Paragraph 3(b) and Appendix A is greater than target, the number of Dividend Equivalent PSUs determined pursuant to Paragraph 2(b)(i) shall be increased by a percentage equal to the Payout Percentage minus 100%. (For illustration purposes only, if, for example, Goal Achievement is attained at an 140% level, the number of PSUs credited due to the conversion of Dividend Equivalents pursuant to Paragraph 2(b)(i) shall be increased by 40% (140% - 100%)). (iii) To the extent that an Extended Issuance Delay (as defined in Paragraph 3(g)) is in effect with respect to any Vested PSUs, Dividend Equivalent PSUs will be determined and credited on such PSUs in accordance with the same rules as set forth above in Paragraph 2(b)(i); provided, however, that no further adjustment pursuant to Paragraph 2(b)(ii) shall be made to such Dividend Equivalent PSUs. (iv) All rights to Dividend Equivalent PSUs shall be subject to the restrictions on transferability described in Paragraph 2(a) and shall become null and void upon forfeiture of the PSUs under Paragraph 3(d). Dividend Equivalent PSUs shall be subject to the same risk of forfeiture and the same terms and conditions, including if applicable Vesting terms and conditions, as the original PSUs. Any Shares relating to Dividend Equivalent PSUs credited to Employee pursuant to this Agreement shall be issued at the same time as the Shares relating to the original underlying PSUs ("Issuance Date"); provided, however, if Company declares a dividend for which the dividend record date is prior to the Issuance Date, but for which the dividend payment date is on or after the Issuance Date (a "Straddle Dividend"), the Shares relating to such Dividend Equivalent PSUs shall be issued within ten (10) business days of such Straddle Dividend payment date, rather than on the Issuance Date.

No Privilege of Stock Ownership; Dividend Equivalents. Holding PSUs does not give Employee the rights of a shareholder (including without limitation the right to vote or receive dividends or other distributions) with respect to any Shares that Company may issue under the terms and conditions of this Agreement before the date such Shares are issued. Notwithstanding the foregoing, if Company declares a dividend on Shares, then a "“Dividend Equivalent" ” (as defined in the Plan) in the form of additional PSUs ("“Dividend Equivalent PSUs"”) will be credited on the PSUs (including Dividend Equivalent PSUs) as follows: (i) The crediting of Dividend Equivalent PSUs will occur as of the date the actual dividend is paid to Company shareholders. The number of additional Dividend Equivalent PSUs credited (which may include fractional PSUs) on each dividend payment date shall be the quotient obtained by dividing (A) the aggregate cash amount that would have been paid as a dividend if each PSU then credited to Employee pursuant to this Agreement (whether or not the PSUs have Vested) was one whole Share, by (B) the Fair Market Value of a Share on the date such dividend payment is made to Company shareholders. (ii) If, at the time of Certification (as defined in Paragraph 3(a)): (A) the level of Goal achievement described in Paragraph 3(b) and Appendix A is less than target, the number of Dividend Equivalent PSUs determined pursuant to Paragraph 2(b)(i) shall be reduced by a percentage equal to 100% minus the Payout Percentage (as defined in Appendix A). (For illustration purposes only, if, for example, Goal Achievement is attained at an 80% level, the number of PSUs credited due to the conversion of Dividend Equivalents pursuant to Paragraph 2(b)(i) shall be reduced by 20% (100% - 80%)); or (B) the level of Goal achievement described in Paragraph 3(b) and Appendix A is greater than target, the number of Dividend Equivalent PSUs determined pursuant to Paragraph 2(b)(i) shall be increased by a percentage equal to the Payout Percentage minus 100%. (For illustration purposes only, if, for example, Goal Achievement is attained at an 140% level, the number of PSUs credited due to the conversion of Dividend Equivalents pursuant to Paragraph 2(b)(i) shall be increased by 40% (140% - 100%)). (iii) To the extent that an Extended Issuance Delay (as defined in Paragraph 3(g)) is in effect with respect to any Vested PSUs, Dividend Equivalent PSUs will be determined and credited on such PSUs in accordance with the same rules as set forth above in Paragraph 2(b)(i); provided, however, that no further adjustment pursuant to Paragraph 2(b)(ii) shall be made to such Dividend Equivalent PSUs. (iv) All rights to Dividend Equivalent PSUs shall be subject to the restrictions on transferability described in Paragraph 2(a) and shall become null and void upon forfeiture of the PSUs under Paragraph 3(d). Dividend Equivalent PSUs shall be subject to the same risk of forfeiture and the same terms and conditions, including if applicable Vesting terms and conditions, as the original PSUs. Any Shares relating to Dividend Equivalent PSUs credited to Employee pursuant to this Agreement shall be issued at the same time as the Shares relating to the original underlying PSUs ("“Issuance Date"”); provided, however, if Company declares a dividend for which the dividend record date is prior to the Issuance Date, but for which the dividend payment date is on or after the Issuance Date (a "“Straddle Dividend"”), the Shares relating to such Dividend Equivalent PSUs shall be issued within ten (10) business days of such Straddle Dividend payment date, rather than on the Issuance Date.