Common use of Stockholder Rights and Dividend Equivalents Clause in Contracts

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall not have any stockholder rights, including voting or dividend rights, with respect to the Shares subject to the Award until Participant becomes the record holder of those Shares following their actual issuance upon the Corporation’s collection of the applicable Withholding Taxes. (b) Notwithstanding the foregoing, should any stock dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then Participant shall automatically be credited with an additional number of Restricted Stock Units equal to the number of shares of Common Stock which would have been paid on the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares been actually issued and outstanding and entitled to that dividend. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should any cash dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a dollar amount equal to the amount of that dividend paid per share multiplied by the number of Restricted Stock Units at the time subject to this Award (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) as of the record date for the dividend. As of the first business day in January each year, the cash dividend amounts credited to the special book account during the immediately preceding calendar year shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) those cash dividend equivalent amounts by (ii) the average of the Fair Market Value per share of Common Stock on each of the dates in the immediately preceding calendar year on which those dividends on the outstanding Common Stock were paid. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall not have any stockholder rights, including voting voting, dividend or dividend liquidation rights, with respect to the Shares shares of Common Stock subject to the Award until Participant becomes the record holder of those Shares following shares upon their actual issuance upon following the CorporationCompany’s collection of the applicable Withholding Taxes. (b) Notwithstanding the foregoing, should in the event that any stock dividend, whether regular dividend or extraordinary, be other distribution is declared and paid on the outstanding shares of Common Stock while one or more Shares remain subject to this after the Award (i.e.Date, those Shares are not otherwise issued and outstanding for purposes of entitlement but prior to the dividend complete settlement, cancellation or distribution)forfeiture of this Award, then the Participant shall automatically be credited with entitled to receive, upon settlement of this Award, an additional number of Restricted Stock Units amount (the “phantom dividend equivalent amount”) equal to the dividends or other distributions that would have been paid or issued on the number of shares of Common Stock which would have been paid on the Shares (plus the number of additional shares previously credited actually vested and issuable to Participant pursuant to the this Award. The phantom dividend equivalent right provisions of this Paragraph 4) at amount shall be calculated by the time subject to this Award had those Shares been actually issued Administrator in its discretion and outstanding and entitled to that dividendneed not be adjusted for interest, earnings or assumed reinvestment. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and phantom dividend equivalent amount shall be distributed to Participant concurrently with the issuance of the vested shares to which those Shares on phantom dividend equivalents relate, and may be paid and distributed in the applicable Issue Datesame form the actual dividend or distribution was paid to the holders of the Common Stock or in such other form as the Administrator deems appropriate. However, each Each such distribution of phantom dividend equivalents shall be subject to the CorporationCompany’s collection of the any Withholding Taxes applicable to that distribution. (c) Notwithstanding . The Administrator shall have the foregoing, should sole discretion to determine the dollar value of any cash dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution)distribution paid other than in the form of cash, then a special book account and its determination shall be established for Participant and credited with a dollar amount equal to the amount of that dividend paid per share multiplied by the number of Restricted Stock Units at the time subject to this Award (plus the number of additional shares previously credited to Participant pursuant to the controlling. No phantom dividend equivalent right provisions of this Paragraph 4) as of the record date for the dividend. As of the first business day in January each year, the cash dividend amounts credited to the special book account during the immediately preceding calendar year amount shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) those cash dividend equivalent amounts by (ii) the average of the Fair Market Value per share paid or distributed on shares of Common Stock on each of the dates in the immediately preceding calendar year on which those dividends on the outstanding Common Stock were paid. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate under this Award that are forfeited or that otherwise are not vested and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distributionissued or issuable under this Award.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall not have any stockholder rights, including voting voting, dividend or dividend liquidation rights, with respect to the Shares subject to the Award until Participant becomes the record holder of those Shares following upon their actual issuance upon following the CorporationCompany’s collection of the applicable Withholding Taxes. (b) Notwithstanding the foregoing, should any stock dividenddividend or other distribution, whether regular or extraordinaryextraordinary and whether payable in cash, be declared and paid on the outstanding securities (other than Common Stock while one Stock) or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then Participant shall automatically be credited with an additional number of Restricted Stock Units equal to the number of shares of Common Stock which would have been paid on the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares been actually issued and outstanding and entitled to that dividend. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should any cash dividend, whether regular or extraordinaryother property, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a dollar amount equal phantom dividend equivalent to the amount of that actual dividend or distribution which would have been paid per share multiplied by on the number of Restricted Stock Units Shares at the time subject to this Award (plus had they been issued and outstanding and entitled to that dividend or distribution. As the number of additional shares previously Shares subsequently vest hereunder, the phantom dividend equivalents so credited to Participant pursuant to those Shares in the dividend equivalent right provisions of this Paragraph 4) as of the record date for the dividend. As of the first business day in January each year, the cash dividend amounts credited to the special book account during the immediately preceding calendar year shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) vest, and those cash vested dividend equivalent amounts by (ii) the average of the Fair Market Value per share of Common Stock on each of the dates in the immediately preceding calendar year on which those dividends on the outstanding Common Stock were paid. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and equivalents shall be distributed to Participant (in the form of additional Shares or in such other form as the Administrator deems appropriate under the circumstances) concurrently with the issuance of the vested Shares to which those Shares on the applicable Issue Datephantom dividend equivalents relate. However, each such distribution shall be subject to the CorporationCompany’s collection of the Withholding Taxes applicable to that distribution. To the extent any phantom dividend equivalents are to be distributed in Shares, then the following conversion process will be in effect. For each such dividend or distribution that is to be converted into Shares, the aggregate dollar value of the cash, securities or other property that would have been paid as an actual dividend or distribution on the Shares subject to this Award had they been actually issued and outstanding Shares at the time of such dividend or distribution will be divided by the Fair Market Value per Share measured as of the date on which such dividend or distribution was paid on the outstanding Common Stock, with any fractional Share rounded up to the next whole Share. The Administrator shall have the sole discretion to determine the dollar value of any such dividend or distribution paid other than in the form of cash, and its determination shall be controlling. (c) Should Participant cease Continuous Service without vesting in one or more of the Shares subject to this Award (including any Shares which do not or will not otherwise vest after taking into account any applicable vesting acceleration or continuation provisions set forth in Paragraph 3 or 5 of this Agreement), then the phantom dividend equivalents credited to those unvested Shares shall be cancelled, and Participant shall thereupon cease to have any further right or entitlement to those cancelled amounts.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall not have any stockholder rights, including voting or dividend rights, with respect to the Shares subject to the Award until the Participant becomes the record holder of those Shares following upon their actual issuance upon following the Corporation’s collection of the applicable Withholding Taxes. (b) Notwithstanding the foregoing, should any stock dividenddividend or other distribution, whether regular or extraordinary, payable in cash or other property (other than shares of Common Stock) be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then the following provisions shall govern the Participant’s interest in that dividend or distribution: (i) If the dividend is a regularly-scheduled cash dividend on the Common Stock, then the Participant shall automatically be credited with an additional number of Restricted Stock Units entitled to a current cash distribution from the Corporation equal to the number of shares of Common Stock which cash dividend the Participant would have been paid on received with respect to the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares actually been actually issued and outstanding and entitled to that cash dividend. The additional Restricted Stock Units Each cash dividend equivalent payment under this subparagraph (i) shall be paid within five (5) business days following the payment of the actual cash dividend on the outstanding Common Stock, subject to the Corporation’s collection of all applicable federal, state and local income and employment withholding taxes. (ii) For any other dividend or distribution, a special book account shall be established for the Participant and credited with a phantom dividend equivalent to the actual dividend or distribution which would have been paid on the Shares at the time subject to this Award had they been issued and outstanding and entitled to that dividend or distribution. As the Shares subsequently vest hereunder, the phantom dividend equivalents so credited to those Shares in the book account shall vest at the same time as the Shares to which they relate also vest, and those vested dividend equivalents shall be distributed to the Participant (in the same form the actual dividend or distribution was paid to the holders of the Common Stock entitled to that dividend or distribution) concurrently with the issuance of the vested Shares to which those Shares on the applicable Issue Datephantom dividend equivalents relate. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should . In no event shall any cash dividend, whether regular such phantom dividend equivalents vest or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a dollar amount equal to the amount of that dividend paid per share multiplied by the number of Restricted Stock Units at the time subject to this Award (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) as of the record date for the dividend. As of the first business day in January each year, the cash dividend amounts credited to the special book account during the immediately preceding calendar year shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) those cash dividend equivalent amounts by (ii) the average of the Fair Market Value per share of Common Stock on each of the dates in the immediately preceding calendar year on which those dividends on the outstanding Common Stock were paid. The additional Restricted Stock Units so credited shall vest at the same time as become distributable unless the Shares to which they relate and shall be distributed to Participant concurrently vest in accordance with the issuance terms of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distributionthis Agreement.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall Participant will not have any stockholder rights, including voting voting, dividend (except as provided in Paragraph 4(b)) or dividend liquidation rights, with respect to the Shares subject to the Award until Participant becomes the record holder of those Shares following upon their actual issuance upon the Corporation’s collection of the applicable Withholding Taxesissuance. (b) Notwithstanding the foregoing, should if and to the extent that the Award is outstanding on the record date for any stock dividenddividend or other distribution, whether regular or extraordinaryextraordinary and whether payable in cash, be declared securities (other than Common Stock) or other property, and paid on the outstanding Common Stock while one or more Shares remain subject to this the Award on such record date have not been delivered as of the payment date for such dividend or distribution and do not otherwise receive such dividend or distribution (i.e., those Shares are not otherwise treated as issued and outstanding for purposes of entitlement to the dividend or distribution), then Participant shall automatically be credited with an additional number of Restricted Stock Units equal to the number of shares of Common Stock which would have been paid on the Shares (plus the number of additional shares previously credited to Participant distribution pursuant to state law, the dividend equivalent right provisions terms of this Paragraph 4) at the time subject to this Award had those Shares been actually issued and outstanding and entitled to that dividend. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should any cash dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distributionotherwise), then a special book account shall will be established for Participant and credited with a dollar amount equal phantom dividend that is equivalent to the amount of that actual dividend or distribution which would have been paid per share multiplied by the number of Restricted Stock Units on such Shares at the time subject to this the Award (plus had they been issued and outstanding and entitled to that dividend or distribution. As such Shares subsequently vest hereunder, the number of additional shares previously dividend equivalents so credited to Participant pursuant to those Shares in the dividend equivalent right provisions of this Paragraph 4) as of the record date for the dividend. As of the first business day in January each year, the cash dividend amounts credited to the special book account during the immediately preceding calendar year shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) will vest, and those cash vested dividend equivalent amounts by (ii) the average of the Fair Market Value per share of Common Stock on each of the dates in the immediately preceding calendar year on which those dividends on the outstanding Common Stock were paid. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall equivalents will be distributed to Participant (in the form of additional Shares or in such other form as the Administrator deems appropriate under the circumstances) concurrently with the issuance of the vested Shares to which those dividend equivalents relate, and correspondingly, as such Shares are forfeited or cancelled under the Award (including in accordance with Paragraph 3), the dividend equivalents so credited to those Shares on in the applicable Issue Datebook account will be forfeited or cancelled. However, each such distribution shall Settlement of dividend equivalents will be subject to the CorporationCompany’s collection of applicable Withholding Taxes. The Administrator will have the Withholding Taxes applicable sole discretion to determine the dollar value of any dividend or distribution paid other than in the form of cash, and its determination will be controlling. No dividend equivalent amount will be paid or distributed on shares of Common Stock under the Award that distributionare forfeited, cancelled or that otherwise are not issued or issuable under the Award.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall not have any stockholder rights, including voting or dividend rights, with respect to the Shares subject to the Award until the Participant becomes the record holder of those Shares following upon their actual issuance upon following the Corporation’s collection of the applicable Withholding Taxes. (b) Notwithstanding the foregoing, should any stock dividenddividend or other distribution, whether regular or extraordinaryextraordinary and whether payable in cash, shares of Common Stock or other property, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then the following provisions shall govern the Participant’s interest in that dividend or distribution: (i) If the dividend is a regularly-scheduled cash dividend on the Common Stock, then the Participant shall automatically be credited with an additional number of Restricted Stock Units entitled to a current cash distribution from the Corporation equal to the number of shares of Common Stock which cash dividend the Participant would have been paid on received with respect to the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares actually been actually issued and outstanding and entitled to that cash dividend. The additional Restricted Stock Units Each cash dividend equivalent payment under this subparagraph (i) shall be paid within five (5) business day following the payment of the actual cash dividend on the outstanding Common Stock, subject to the Corporation’s collection of all applicable federal, state and local income and employment withholding taxes. (ii) For any other dividend or distribution, a special book account shall be established for the Participant and credited with a phantom dividend equivalent to the actual dividend or distribution which would have been paid on the Shares at the time subject to this Award had they been issued and outstanding and entitled to that dividend or distribution. As the Shares subsequently vest hereunder, the phantom dividend equivalents so credited to those Shares in the book account shall also vest at the same time as the Shares to which they relate and shall be distributed to the Participant (in the same form the actual dividend or distribution was paid to the holders of the Common Stock entitled to that dividend or distribution) concurrently with the issuance of the vested Shares to which those Shares on the applicable Issue Datephantom dividend equivalents relate. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should any cash dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a dollar amount equal to the amount of that dividend paid per share multiplied by the number of Restricted Stock Units at the time subject to this Award (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) as of the record date for the dividend. As of the first business day in January each year, the cash dividend amounts credited to the special book account during the immediately preceding calendar year shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) those cash dividend equivalent amounts by (ii) the average of the Fair Market Value per share of Common Stock on each of the dates in the immediately preceding calendar year on which those dividends on the outstanding Common Stock were paid. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall not have any stockholder rights, including voting or dividend rights, with respect to the Shares subject to the Award until the Participant becomes the record holder of those Shares following their actual issuance upon the Corporation’s collection of the applicable Withholding Taxesissuance. (b) Notwithstanding the foregoing, should any stock dividenddividend or other distribution, whether regular or extraordinary, payable in cash or other property (other than shares of Common Stock) be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then the following provisions shall govern the Participant’s interest in that dividend or distribution: (i) If the dividend is a regularly-scheduled cash dividend on the Common Stock, then the Participant shall automatically be credited with an additional number of Restricted Stock Units entitled to a current cash distribution from the Corporation equal to the number of shares of Common Stock which cash dividend the Participant would have been paid on received with respect to the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares actually been actually issued and outstanding and entitled to that cash dividend. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and Each cash dividend equivalent payment under this subparagraph (i) shall be distributed to Participant concurrently with paid within five (5) business days following the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection payment of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should any actual cash dividend, whether regular or extraordinary, be declared and paid dividend on the outstanding Common Stock while one or more Shares remain subject to this Award Stock. (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the ii) For any other dividend or distribution), then a special book account shall be established for the Participant and credited with a dollar amount equal phantom dividend equivalent to the amount of that actual dividend or distribution which would have been paid per share multiplied by on the number of Restricted Stock Units Shares at the time subject to this Award (plus had they been issued and outstanding and entitled to that dividend or distribution. As the number of additional shares previously Shares subsequently vest hereunder, the phantom dividend equivalents so credited to Participant pursuant those Shares in the book account shall also vest, and those vested dividend equivalents shall be distributed to the Participant (in the same form the actual dividend equivalent right provisions of this Paragraph 4) as or distribution was paid to the holders of the record date for Common Stock entitled to that dividend or distribution) concurrently with the dividend. As issuance of the first business day in January each year, the cash dividend amounts credited vested Shares to the special book account during the immediately preceding calendar year shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) those cash dividend equivalent amounts by (ii) the average of the Fair Market Value per share of Common Stock on each of the dates in the immediately preceding calendar year on which those dividends on the outstanding Common Stock were paidphantom dividend equivalents relate. The additional Restricted Stock Units so credited In no event, however, shall any such phantom dividend equivalents vest at the same time as or become distributable unless the Shares to which they relate and shall be distributed to Participant concurrently vest in accordance with the issuance terms of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distributionthis Agreement.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall not have any stockholder rights, including voting or dividend rights, with respect to the Shares subject to the Award until the Participant becomes the record holder of those Shares following their actual issuance upon the Corporation’s 's collection of the applicable Withholding Taxes. (b) Notwithstanding the foregoing, should any stock dividenddividend or other distribution, whether regular or extraordinaryextraordinary and whether payable in cash, shares of Common Stock or other property, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then the following provisions shall govern the Participant's interest in that dividend or distribution: (i) If the dividend is a regularly-scheduled cash dividend on the Common Stock, then the Participant shall automatically be credited with an additional number of Restricted Stock Units entitled to a current cash distribution from the Corporation equal to the number of shares of Common Stock which cash dividend the Participant would have been paid on received with respect to the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares actually been actually issued and outstanding and entitled to that cash dividend. The additional Restricted Stock Units Each cash dividend equivalent payment under this subparagraph (i) shall be paid within five (5) business day following the payment of the actual cash dividend on the outstanding Common Stock, subject to the Corporation's collection of all applicable federal, state and local income and employment withholding taxes. (ii) For any other dividend or distribution, a special book account shall be established for the Participant and credited with a phantom dividend equivalent to the actual dividend or distribution which would have been paid on the Shares at the time subject to this Award had they been issued and outstanding and entitled to that dividend or distribution. As the Shares subsequently vest hereunder, the phantom dividend equivalents so credited shall vest at to those Shares in the same time as the Shares to which they relate and book account shall be distributed to the Participant (in the same form the actual dividend or distribution was paid to the holders of the Common Stock entitled to that dividend or distribution) concurrently with the issuance of the vested Shares to which those Shares on the applicable Issue Datephantom dividend equivalents relate. However, each such distribution shall be subject to the Corporation’s 's collection of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should any cash dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a dollar amount equal to the amount of that dividend paid per share multiplied by the number of Restricted Stock Units at the time subject to this Award (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) as of the record date for the dividend. As of the first business day in January each year, the cash dividend amounts credited to the special book account during the immediately preceding calendar year shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) those cash dividend equivalent amounts by (ii) the average of the Fair Market Value per share of Common Stock on each of the dates in the immediately preceding calendar year on which those dividends on the outstanding Common Stock were paid. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall not have any stockholder rights, including voting voting, dividend or dividend liquidation rights, with respect to the Shares shares of Common Stock subject to the Award until Participant becomes the record holder of those Shares following shares upon their actual issuance upon following the CorporationCompany’s collection of the applicable Withholding Taxes. (b) Notwithstanding the foregoing, should if and to the extent that this Award is outstanding on the record date for any stock dividenddividend or other distribution, whether regular or extraordinaryextraordinary and whether payable in cash, be declared securities (other than Common Stock) or other property, and paid on the outstanding Common Stock while one or more Shares remain shares of Common Stock subject to this Award on such record date have not otherwise vested and been delivered as of the payment date for such dividend or distribution and do not otherwise receive such dividend or distribution (i.e., those Shares shares of Common Stock are not otherwise treated as issued and outstanding for purposes of entitlement to the dividend or distribution), then Participant shall automatically be credited with an additional number of Restricted Stock Units equal to the number of shares of Common Stock which would have been paid on the Shares (plus the number of additional shares previously credited to Participant distribution pursuant to state law, the dividend equivalent right provisions terms of this Paragraph 4) at the time subject to this Award had those Shares been actually issued and outstanding and entitled to that dividend. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should any cash dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distributionotherwise), then a special book account shall be established for Participant and credited with a dollar amount equal phantom dividend that is equivalent to the amount actual dividend or distribution which would have been paid on such shares of that dividend paid per share multiplied by the number of Restricted Common Stock Units at the time subject to this Award (plus the number of additional shares previously credited had they been issued and outstanding and entitled to Participant pursuant to the that dividend equivalent right provisions of this Paragraph 4) as of the record date for the dividendor distribution. As of the first business day in January each year, the cash dividend amounts credited to the special book account during the immediately preceding calendar year shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) those cash dividend equivalent amounts by (ii) the average of the Fair Market Value per share such shares of Common Stock on each subsequently vest hereunder, the phantom dividend equivalents so credited to those shares of the dates Common Stock in the immediately preceding calendar year on which book account shall vest, and those dividends on the outstanding Common Stock were paid. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and vested dividend equivalents shall be distributed to Participant (in the form of additional shares of Common Stock or in such other form as the Administrator deems appropriate under the circumstances) concurrently with the issuance of the vested shares of Common Stock to which those Shares on phantom dividend equivalents relate and correspondingly as such shares of Common Stock are forfeited or cancelled under this Award the applicable Issue Datephantom dividend equivalents so credited to those shares of Common Stock in the book account shall be forfeited or cancelled. However, each Each such distribution of phantom dividend equivalent amounts shall be subject to the CorporationCompany’s collection of the any Withholding Taxes applicable to that distribution. The Administrator shall have the sole discretion to determine the dollar value of any dividend or distribution paid other than in the form of cash, and its determination shall be controlling. No dividend equivalent amount shall be paid or distributed on shares of Common Stock under this Award that are forfeited or that otherwise are not vested and issued or issuable under this Award.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall not have any stockholder rights, including voting voting, dividend or dividend liquidation rights, with respect to the Shares subject to the Award until Participant becomes the record holder of those Shares following their actual issuance upon after the Corporation’s collection of the applicable Withholding Taxes. (b) Notwithstanding the foregoing, should any stock dividenddividend or other distribution, whether regular or extraordinaryextraordinary and whether payable in cash, be declared and paid on the outstanding securities (other than Common Stock while one Stock) or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then Participant shall automatically be credited with an additional number of Restricted Stock Units equal to the number of shares of Common Stock which would have been paid on the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares been actually issued and outstanding and entitled to that dividend. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should any cash dividend, whether regular or extraordinaryother property, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a dollar amount equal phantom dividend equivalent to the amount of that actual dividend or distribution which would have been paid per share multiplied by on the number of Restricted Stock Units Shares at the time subject to this Award (plus had they been issued and outstanding and entitled to that dividend or distribution. As one or more Shares subsequently vest hereunder upon the number satisfaction of additional shares previously the applicable vesting requirements, the phantom dividend equivalents credited to Participant pursuant to those particular Shares in the dividend equivalent right provisions of this Paragraph 4) as of the record date for the dividend. As of the first business day in January each year, the cash dividend amounts credited to the special book account during the immediately preceding calendar year shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) those cash dividend equivalent amounts by (ii) the average of the Fair Market Value per share of Common Stock on each of the dates in the immediately preceding calendar year on which those dividends on the outstanding Common Stock were paid. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant (in the same form the actual dividend or distribution was paid to the holders of the Common Stock entitled to that dividend or distribution or in such other form as the Administrator deems appropriate under the circumstances) concurrently with the issuance of those Shares on the applicable Issue Datevested Shares. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. Should Participant cease Continuous Service prior to vesting in one or more Shares, then the phantom dividend equivalents credited to those Shares shall be cancelled, and Participant shall thereupon cease to have any further right or entitlement to those cancelled amounts.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall not have any stockholder rights, including voting or dividend rights, with respect to the Shares subject to the Award until the Participant becomes the record holder of those Shares following their actual issuance upon the Corporation’s collection of the applicable Withholding Taxes. (b) Notwithstanding the foregoing, should any stock dividenddividend or other distribution, whether regular or extraordinaryextraordinary and whether payable in cash, shares of Common Stock or other property, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then the following provisions shall govern the Participant’s interest in that dividend or distribution: (i) If the dividend is a regularly-scheduled cash dividend on the Common Stock, then the Participant shall automatically be credited with an additional number of Restricted Stock Units entitled to a current cash distribution from the Corporation equal to the number of shares of Common Stock which cash dividend the Participant would have been paid on received with respect to the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares actually been actually issued and outstanding and entitled to that cash dividend. The additional Restricted Stock Units Each cash dividend equivalent payment under this subparagraph (i) shall be paid within five (5) business day following the payment of the actual cash dividend on the outstanding Common Stock, subject to the Corporation’s collection of all applicable federal, state and local income and employment withholding taxes. (ii) For any other dividend or distribution, a special book account shall be established for the Participant and credited with a phantom dividend equivalent to the actual dividend or distribution which would have been paid on the Shares at the time subject to this Award had they been issued and outstanding and entitled to that dividend or distribution. As the Shares subsequently vest hereunder, the phantom dividend equivalents so credited shall vest at to those Shares in the same time as the Shares to which they relate and book account shall be distributed to the Participant (in the same form the actual dividend or distribution was paid to the holders of the Common Stock entitled to that dividend or distribution) concurrently with the issuance of the vested Shares to which those Shares on the applicable Issue Datephantom dividend equivalents relate. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should any cash dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a dollar amount equal to the amount of that dividend paid per share multiplied by the number of Restricted Stock Units at the time subject to this Award (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) as of the record date for the dividend. As of the first business day in January each year, the cash dividend amounts credited to the special book account during the immediately preceding calendar year shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) those cash dividend equivalent amounts by (ii) the average of the Fair Market Value per share of Common Stock on each of the dates in the immediately preceding calendar year on which those dividends on the outstanding Common Stock were paid. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award Participant shall not have any stockholder rights, including voting voting, dividend or dividend liquidation rights, with respect to the Shares subject to the Award until Participant becomes the record holder of those Shares following their actual issuance upon the Corporation’s collection of the applicable Withholding Taxesissuance. (b) Notwithstanding the foregoing, should any stock dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then Participant shall automatically be credited with an additional number of Restricted Stock Units equal to the number of other distribution payable other than in shares of Common Stock which would have been paid on the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares been actually issued and outstanding and entitled to that dividend. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should any cash dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a dollar amount equal phantom dividend equivalent to the amount of actual dividend or distribution which would have been paid on those Shares had they been issued and outstanding and entitled to that dividend paid per share multiplied by or distribution. As the number of Restricted Stock Units at Shares vest hereunder, the time subject to this Award (plus the number of additional shares previously phantom dividend equivalents credited to those Shares in the book account shall concurrently vest, and those vested dividend equivalents shall be distributed to Participant (in cash or such other form as the Plan Administrator may deem appropriate in its sole discretion) at that time or at such later time as may be specified in the Participant’s Deferral Election for this Award. Should Participant elect on his or her Deferral Election to defer the Shares but not the phantom dividend equivalents pertaining to those Shares, then any dividend equivalents credited from time to time on those Shares after the date those Shares vest shall be paid to Participant within thirty (30) days after the date of the actual dividend or distribution to which those particular dividend equivalents relate. Should the Deferral Election provide for an installment distribution of the Shares and the deferral of the phantom dividend equivalents with respect to those Shares, then any additional amounts that are, during the installment distribution period, credited to the Participant’s special book account hereunder pursuant to the phantom dividend equivalent right provisions of this Paragraph 4) as equivalents attributable to the undistributed portion of the record date for Shares shall also be deferred and shall not be paid until the dividend. As deferred Shares to which those additional amounts pertain are issued in satisfaction of the first business day in January each year, the cash elected installment distribution. In no event shall such phantom dividend amounts credited to the special book account during the immediately preceding calendar year shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) those cash dividend equivalent amounts by (ii) the average of the Fair Market Value per share of Common Stock on each of the dates in the immediately preceding calendar year on which those dividends on the outstanding Common Stock were paid. The additional Restricted Stock Units so credited shall equivalents vest at the same time as or become distributable unless the Shares to which they relate and shall be distributed to Participant concurrently vest in accordance with the issuance terms of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distributionthis Agreement.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall not have any stockholder rights, including voting or dividend rights, with respect to the Shares Restricted Stock Units subject to the Award until the Participant becomes the record holder of those Shares following the underlying shares of Common Stock upon their actual issuance upon following the Corporation’s collection of the applicable Withholding Taxes. (b) Notwithstanding the foregoing, should any stock dividenddividend or other distribution, whether regular or extraordinary, payable in cash or other property (other than shares of Common Stock) be declared and paid on the outstanding Common Stock while one or more Shares Restricted Stock Units remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then Participant shall automatically be credited with an additional number of Restricted Stock Units equal to the number of shares of Common Stock which would have been paid on the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares been actually issued and outstanding and entitled to that dividend. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should any cash dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for the Participant and credited with a dollar amount equal phantom dividend equivalent to the amount actual dividend or distribution which would have been paid on the underlying shares of that dividend paid per share multiplied by the number of Restricted Common Stock Units at the time subject to this Award (plus the number of additional shares previously credited had they been issued and outstanding and entitled to Participant pursuant that dividend or distribution. As and to the dividend equivalent right provisions of this Paragraph 4) as of extent that the record date for the dividend. As of the first business day in January each year, the cash dividend amounts credited to the special book account during the immediately preceding calendar year shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) subsequently vest hereunder, the phantom dividend equivalents so credited to those cash dividend equivalent amounts by (ii) the average of the Fair Market Value per share of Common Stock on each of the dates in the immediately preceding calendar year on which those dividends on the outstanding Common Stock were paid. The additional Restricted Stock Units so credited in the book account shall vest at the same time as the Shares to which they relate also vest, and those vested dividend equivalents shall be distributed to the Participant (in the same form the actual dividend or distribution was paid to the holders of the Common Stock entitled to that dividend or distribution) concurrently with the issuance payment of the vested Restricted Stock Units to which those Shares on the applicable Issue Datephantom dividend equivalents relate. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. In no event shall any such phantom dividend equivalents vest or become distributable unless the Restricted Stock Units to which they relate vest in accordance with the terms of this Agreement.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall not have any stockholder rights, including voting or dividend rights, with respect to the Shares subject to the this Award until the Participant becomes the record holder of those Shares following their actual issuance upon the Corporation’s collection of the applicable Withholding Taxesissuance. (b) Notwithstanding the foregoing, should any stock dividenddividend or other distribution, whether regular or extraordinary, payable in cash or other property (other than shares of Common Stock) be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then the following provisions shall govern the Participant’s interest in that dividend or distribution: (i) If the dividend is a regularly-scheduled cash dividend on the Common Stock, then the Participant shall automatically be credited with an additional number of Restricted Stock Units entitled to a current cash distribution from the Corporation equal to the number of shares of Common Stock which cash dividend the Participant would have been paid on received with respect to the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares actually been actually issued and outstanding and entitled to that cash dividend. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and Each cash dividend equivalent payment under this subparagraph (i) shall be distributed to Participant concurrently with paid within five (5) business days following the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection payment of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should any actual cash dividend, whether regular or extraordinary, be declared and paid dividend on the outstanding Common Stock while one or more Shares remain subject to this Award Stock. (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the ii) For any other dividend or distribution), then a special book account shall be established for the Participant and credited with a dollar amount equal phantom dividend equivalent to the amount of that actual dividend or distribution which would have been paid per share multiplied by on the number of Restricted Stock Units Shares at the time subject to this Award (plus had they been issued and outstanding and entitled to that dividend or distribution. As the number of additional shares previously Shares subsequently vest hereunder, the phantom dividend equivalents so credited to Participant pursuant those Shares in the book account shall also vest, and those vested dividend equivalents shall be distributed to the Participant (in the same form the actual dividend equivalent right provisions of this Paragraph 4) as or distribution was paid to the holders of the record date for Common Stock entitled to that dividend or distribution) concurrently with the dividend. As issuance of the first business day in January each year, the cash dividend amounts credited vested Shares to the special book account during the immediately preceding calendar year shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) those cash dividend equivalent amounts by (ii) the average of the Fair Market Value per share of Common Stock on each of the dates in the immediately preceding calendar year on which those dividends on the outstanding Common Stock were paidphantom dividend equivalents relate. The additional Restricted Stock Units so credited In no event, however, shall any such phantom dividend equivalents vest at the same time as or become distributable unless the Shares to which they relate and shall be distributed to Participant concurrently vest in accordance with the issuance terms of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distributionthis Agreement.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall not have any stockholder rights, including voting or dividend rights, with respect to the Shares subject to the Award until Participant becomes the record holder of those Shares following their actual issuance upon the Corporation’s collection of the applicable Withholding Taxes. (b) Notwithstanding the foregoing, should any stock dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then Participant shall automatically be credited with an additional number of Restricted Stock Units equal to the number of shares of Common Stock which would have been paid on the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares been actually issued and outstanding and entitled to that dividend. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should any cash dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a dollar amount equal to the amount of that dividend paid per share multiplied by the number of Restricted Stock Units at the time subject to this Award (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) as of the record date for the dividend. As of the first business day in January 5 each year, the cash dividend amounts credited to the special book account during the immediately preceding calendar year shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) those cash dividend equivalent amounts by (ii) the average of the Fair Market Value per share of Common Stock on each of the dates in the immediately preceding calendar year on which those dividends on the outstanding Common Stock were paid, rounded down to the nearest full share. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall not have any stockholder rights, including voting voting, dividend or dividend liquidation rights, with respect to the Shares shares of Common Stock subject to the Award until Participant becomes the record holder of those Shares following shares upon their actual issuance upon following the Corporation’s collection of the applicable Withholding Taxes. (b) Notwithstanding the foregoing, should any stock dividenddividend or other distribution, whether regular or extraordinaryextraordinary and whether payable in cash, securities (other than Common Stock) or other property, be declared and paid on the outstanding Common Stock while one or more Performance Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then Participant shall automatically be credited with an additional number of Restricted Stock Units equal to the number of underlying shares of Common Stock which would have been paid on the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares been actually issued and outstanding and entitled to that dividend. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should any cash dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a dollar amount equal phantom dividend equivalent to the amount of actual dividend or distribution that dividend would have been paid per share multiplied by on the maximum number of Restricted Stock Units at the time subject to this Award (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) as of the record date for the dividend. As of the first business day in January each year, the cash dividend amounts credited to the special book account during the immediately preceding calendar year shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) those cash dividend equivalent amounts by (ii) the average of the Fair Market Value per share of Common Stock on each that can qualify as Performance-Qualified Shares under this Award, had that number of shares been issued and outstanding and entitled to that dividend or distribution. As one or more shares of Common Stock subsequently vest hereunder upon the satisfaction of the dates applicable vesting requirements, the phantom dividend equivalents credited to those particular shares in the immediately preceding calendar year on which those dividends on the outstanding Common Stock were paid. The additional Restricted Stock Units so credited book account shall vest at the same time as the Shares to which they relate and shall be distributed to Participant (in the same form the actual dividend or distribution was paid to the holders of the Common Stock entitled to that dividend or distribution or in such other form as the Administrator deems appropriate under the circumstances) concurrently with the issuance of those Shares on the applicable Issue Datevested shares. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) To the extent the maximum number of shares of Common Stock that can qualify as Performance-Qualified Shares under this Award are not in fact earned by reason of the levels at which the Performance Goals are actually attained, then the phantom dividend equivalents credited to those unearned shares shall be cancelled, and Participant shall cease to have any right or entitlement to receive any distributions or other amounts with respect to those cancelled dividend equivalents. (d) Should Participant cease Continuous Service without vesting in one or more of the shares of Common Stock subject to this Award (including any shares which do not otherwise vest at that time after taking into account any applicable vesting acceleration provisions set forth in Paragraphs 3 and 5 of this Agreement), then the phantom dividend equivalents credited to those unvested shares shall be cancelled, and Participant shall thereupon cease to have any further right or entitlement to those cancelled amounts.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall not have any stockholder rights, including voting or dividend rights, with respect to the Shares subject to the Award until Participant becomes the record holder of those Shares following their actual issuance upon the Corporation’s collection of the applicable Withholding Taxesissuance. (b) Notwithstanding the foregoing, prior to the date on which Shares are credited to the Participant’s Account under the Director Deferred Compensation Plan, if applicable, should any stock dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then Participant shall automatically be credited with an additional number of Restricted Stock Units equal to the number of shares of Common Stock which would have been paid on the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares been actually issued and outstanding and entitled to that dividend. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should any cash dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distributiondistribution or those Shares have not been credited to the Participant’s Account under the Deferred Compensation Plan), then a special book account shall be established for Participant and credited with a dollar amount equal to the amount of that dividend paid per share multiplied by the number of Restricted Stock Units at the time subject to this Award (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) as of the record date for the dividend. As No later than as of (i) in the first business day in January each yearcase of Shares not subject to a deferral election under the Director Deferred Compensation Plan, the Issue Date, or (ii) in the case of Shares subject to a deferral election under the Director Deferred Compensation Plan, the date as of which the Shares are credited to the Participant’s Account under the Director Deferred Compensation Plan, each cash dividend amounts amount credited to the special book account during since the immediately preceding calendar year Award Date shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) those such cash dividend equivalent amounts amount by (ii) the average of the Fair Market Value per share of Common Stock on each of the dates in the immediately preceding calendar year during such period on which those dividends on the outstanding Common Stock were paid, rounded down to the nearest full share. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award Participant shall not have any stockholder rights, including voting voting, dividend or dividend liquidation rights, with respect to the Shares subject to the Award until Participant becomes the record holder of those Shares following upon their actual issuance upon the Corporation’s collection of the applicable Withholding Taxesissuance. (b) Notwithstanding the foregoing, should any stock dividenddividend or other distribution, whether regular or extraordinaryextraordinary and whether payable in cash, securities (other than Common Stock) or other property, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then the following provisions shall govern the Participant's interest in that dividend or distribution: (i) If the dividend is a regularly-scheduled cash dividend on the Common Stock, then the Participant shall automatically be credited with an additional number of Restricted Stock Units entitled to a current cash distribution from the Corporation equal to the number of shares of Common Stock which cash dividend the Participant would have been paid on received with respect to the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares actually been actually issued and outstanding and entitled to that cash dividend. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and Each cash dividend equivalent under this subparagraph (i) shall be distributed to Participant concurrently with paid within five (5) business day following the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection payment of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should any actual cash dividend, whether regular or extraordinary, be declared and paid dividend on the outstanding Common Stock while one or more Shares remain subject to this Award Stock. (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the ii) For any other dividend or distribution), then a special book account shall be established for the Participant and credited with a dollar amount equal phantom dividend equivalent to the amount of that actual dividend or distribution which would have been paid per share multiplied by on the number of Restricted Stock Units Shares at the time subject to this Award (plus had they been issued and outstanding and entitled to that dividend or distribution. As the number of additional shares previously Shares subsequently vest hereunder, the phantom dividend equivalents so credited to Participant pursuant to those Shares in the dividend equivalent right provisions of this Paragraph 4) as of the record date for the dividend. As of the first business day in January each year, the cash dividend amounts credited to the special book account during the immediately preceding calendar year shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) those cash dividend equivalent amounts by (ii) the average of the Fair Market Value per share of Common Stock on each of the dates in the immediately preceding calendar year on which those dividends on the outstanding Common Stock were paid. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to the Participant (in the same form the actual dividend or distribution was paid to the holders of the Common Stock entitled to that dividend or distribution) concurrently with the issuance of the vested Shares to which those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distributionphantom dividend equivalents relate.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall not have any stockholder rights, including voting voting, dividend or dividend liquidation rights, with respect to the Shares subject to the Award until Participant becomes the record holder of those Shares following upon their actual issuance upon following the Corporation’s collection of the applicable Withholding Taxes. (b) Notwithstanding the foregoing, should any stock dividenddividend or other distribution, whether regular or extraordinaryextraordinary and whether payable in cash, be declared and paid on the outstanding securities (other than Common Stock while one Stock) or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then Participant shall automatically be credited with an additional number of Restricted Stock Units equal to the number of shares of Common Stock which would have been paid on the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares been actually issued and outstanding and entitled to that dividend. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should any cash dividend, whether regular or extraordinaryother property, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a dollar amount equal phantom dividend equivalent to the amount of that actual dividend or distribution which would have been paid per share multiplied by on the number of Restricted Stock Units Shares at the time subject to this Award (plus had they been issued and outstanding and entitled to that dividend or distribution. As the number of additional shares previously Shares subsequently vest hereunder, the phantom dividend equivalents so credited to Participant pursuant to those Shares in the dividend equivalent right provisions of this Paragraph 4) as of the record date for the dividend. As of the first business day in January each year, the cash dividend amounts credited to the special book account during the immediately preceding calendar year shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) vest, and those cash vested dividend equivalent amounts by (ii) the average of the Fair Market Value per share of Common Stock on each of the dates in the immediately preceding calendar year on which those dividends on the outstanding Common Stock were paid. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and equivalents shall be distributed to Participant (in the same form the actual dividend or distribution was paid to the holders of the Common Stock entitled to that dividend or distribution or in such other form as the Administrator deems appropriate under the circumstances) concurrently with the issuance of the vested Shares to which those Shares on the applicable Issue Datephantom dividend equivalents relate. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) Should Participant cease Continuous Service without vesting in one or more of the shares of Common Stock subject to this Award (including any shares which do not otherwise vest at that time after taking into account any applicable vesting acceleration provisions set forth in Paragraph 5 of this Agreement), then the phantom dividend equivalents credited to those unvested shares shall be cancelled, and Participant shall thereupon cease to have any further right or entitlement to those cancelled amounts.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall Participant will not have any stockholder rights, including voting voting, dividend (except as provided in Paragraph 3(b)) or dividend liquidation rights, with respect to the Shares subject to the Award until Participant becomes the record holder of those Shares following upon their actual issuance upon the Corporation’s collection of the applicable Withholding Taxesissuance. (b) Notwithstanding the foregoing, should if and to the extent that this Award is outstanding on the record date for any stock dividenddividend or other distribution, whether regular or extraordinaryextraordinary and whether payable in cash, be declared securities (other than Common Stock) or other property, and paid on the outstanding Common Stock while one or more Shares remain subject to this Award on such record date have not been delivered as of the payment date for such dividend or distribution and do not otherwise receive such dividend or distribution (i.e., those Shares are not otherwise treated as issued and outstanding for purposes of entitlement to the dividend or distributiondistribution pursuant to state law, the terms of such distribution or otherwise), then a special book account will be established for Participant shall automatically be and credited with an additional number of Restricted Stock Units equal a phantom dividend that is equivalent to the number of shares of Common Stock actual dividend or distribution which would have been paid on the such Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares they been actually issued and outstanding and entitled to that dividenddividend or distribution. The additional Restricted Stock Units As such Shares subsequently vest hereunder, the dividend equivalents so credited shall vest at to those Shares in the same time as the Shares to which they relate book account will vest, and shall those vested dividend equivalents will be distributed to Participant (in the form of additional Shares or in such other form as the Administrator deems appropriate under the circumstances) concurrently with the issuance of the vested Shares to which those dividend equivalents relate and correspondingly as such Shares are forfeited or cancelled under this Award (including in accordance with the Continuous Service vesting provisions), the dividend equivalents so credited to those Shares on in the applicable Issue Datebook account will be forfeited or cancelled. However, each such distribution shall Settlement of dividend equivalents will be subject to the CorporationCompany’s collection of applicable Withholding Taxes. The Administrator will have the Withholding Taxes applicable sole discretion to that distribution. (c) Notwithstanding determine the foregoingdollar value of any dividend or distribution paid other than in the form of cash, should any cash dividend, whether regular and its determination will control. No dividend equivalent amount will be paid or extraordinary, be declared and paid distributed on the outstanding Common Stock while one or more Shares remain subject to under this Award (i.e.that are forfeited, those Shares cancelled or that otherwise are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a dollar amount equal to the amount of that dividend paid per share multiplied by the number of Restricted Stock Units at the time subject to issuable under this Award (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) as of the record date for the dividend. As of the first business day in January each year, the cash dividend amounts credited to the special book account during the immediately preceding calendar year shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) those cash dividend equivalent amounts by (ii) the average of the Fair Market Value per share of Common Stock on each of the dates in the immediately preceding calendar year on which those dividends on the outstanding Common Stock were paid. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distributionAward.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall Participant will not have any stockholder rights, including voting voting, dividend (except as provided in Paragraph 3(b)) or dividend liquidation rights, with respect to the Shares subject to the Award until Participant becomes the record holder of those Shares following upon their actual issuance upon the Corporation’s collection of the applicable Withholding Taxesissuance. (b) Notwithstanding the foregoing, should if and to the extent that this Award is outstanding on the record date for any stock dividenddividend or other distribution, whether regular or extraordinaryextraordinary and whether payable in cash, be declared securities (other than Common Stock) or other property, and paid on the outstanding Common Stock while one or more Shares remain subject to this Award on such record date have not been delivered as of the payment date for such dividend or distribution and do not otherwise receive such dividend or distribution (i.e., those Shares are not otherwise treated as issued and outstanding for purposes of entitlement to the dividend or distributiondistribution pursuant to state law, the terms of such distribution or otherwise), then a special book account will be established for Participant shall automatically be and credited with an additional number of Restricted Stock Units equal a phantom dividend that is equivalent to the number of shares of Common Stock actual dividend or distribution which would have been paid on the such Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares they been actually issued and outstanding and entitled to that dividenddividend or distribution. The additional Restricted Stock Units As such Shares subsequently vest hereunder, the dividend equivalents so credited shall vest at to those Shares in the same time as the Shares to which they relate book account will vest, and shall those vested dividend equivalents will be distributed to Participant (in the form of additional Shares or in such other form as the Administrator deems appropriate under the circumstances) concurrently with the issuance of the vested Shares to which those dividend equivalents relate and correspondingly as such Shares are forfeited or cancelled under the Award (including in accordance with the Continuous Service vesting provisions), the dividend equivalents so credited to those Shares on in the applicable Issue Datebook account will be forfeited or cancelled. However, each such distribution shall Settlement of dividend equivalents will be subject to the CorporationCompany’s collection of applicable Withholding Taxes. The Administrator will have the Withholding Taxes applicable sole discretion to that distribution. (c) Notwithstanding determine the foregoingdollar value of any dividend or distribution paid other than in the form of cash, should any cash dividend, whether regular and its determination will control. No dividend equivalent amount will be paid or extraordinary, be declared and paid distributed on the outstanding Common Stock while one or more Shares remain subject to under this Award (i.e.that are forfeited, those Shares cancelled or that otherwise are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a dollar amount equal to the amount of that dividend paid per share multiplied by the number of Restricted Stock Units at the time subject to issuable under this Award (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) as of the record date for the dividend. As of the first business day in January each year, the cash dividend amounts credited to the special book account during the immediately preceding calendar year shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) those cash dividend equivalent amounts by (ii) the average of the Fair Market Value per share of Common Stock on each of the dates in the immediately preceding calendar year on which those dividends on the outstanding Common Stock were paid. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distributionAward.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall not have any stockholder rights, including voting voting, dividend or dividend liquidation rights, with respect to the Shares subject to the Award until Participant becomes the record holder of those Shares following upon their actual issuance upon following the Corporation’s collection of the applicable Withholding Taxes. (b) Notwithstanding the foregoing, should any stock dividenddividend or other distribution, whether regular or extraordinaryextraordinary and whether payable in cash, be declared and paid on the outstanding securities (other than Common Stock while one Stock) or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then Participant shall automatically be credited with an additional number of Restricted Stock Units equal to the number of shares of Common Stock which would have been paid on the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares been actually issued and outstanding and entitled to that dividend. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should any cash dividend, whether regular or extraordinaryother property, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a dollar amount equal phantom dividend equivalent to the amount of that actual dividend or distribution which would have been paid per share multiplied by on the number of Restricted Stock Units Shares at the time subject to this Award (plus had they been issued and outstanding and entitled to that dividend or distribution. As the number of additional shares previously Shares subsequently vest hereunder, the phantom dividend equivalents so credited to Participant pursuant to those Shares in the dividend equivalent right provisions of this Paragraph 4) as of the record date for the dividend. As of the first business day in January each year, the cash dividend amounts credited to the special book account during the immediately preceding calendar year shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) those cash dividend equivalent amounts by (ii) the average of the Fair Market Value per share of Common Stock on each of the dates in the immediately preceding calendar year on which those dividends on the outstanding Common Stock were paid. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant (in the same form the actual dividend or distribution was paid to the holders of the Common Stock entitled to that dividend or distribution or in such other form as the Administrator deems appropriate under the circumstances) concurrently with the issuance of the vested Shares to which those Shares on the applicable Issue Datephantom dividend equivalents relate. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) Should Participant cease Continuous Service without vesting in one or more of the shares of Common Stock subject to this Award (including any shares which do not otherwise vest at that time after taking into account any applicable vesting acceleration provisions set forth in Paragraph 5 of this Agreement), then the phantom dividend equivalents credited to those unvested shares shall be cancelled, and Participant shall thereupon cease to have any further right or entitlement to those cancelled amounts.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall not have any stockholder rights, including voting voting, dividend or dividend liquidation rights, with respect to the Shares subject to the Award until the Participant becomes the record holder of those Shares following upon their actual issuance upon following the Corporation’s 's collection of the applicable Withholding Taxes. (b) Notwithstanding the foregoing, should any stock dividenddividend or other distribution, whether regular or extraordinaryextraordinary and whether payable in cash, securities (other than Common Stock) or other property, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then the following provisions shall govern the Participant's interest in that dividend or distribution: (i) If the dividend is a regularly-scheduled cash dividend on the Common Stock, then the Participant shall automatically be credited with an additional number of Restricted Stock Units entitled to a current cash distribution from the Corporation equal to the number of shares of Common Stock which cash dividend the Participant would have been paid on received with respect to the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares actually been actually issued and outstanding and entitled to that cash dividend. The additional Restricted Stock Units Each cash dividend equivalent under this subparagraph (i) shall be paid to Participant within five (5) business day following the payment of the actual cash dividend on the outstanding Common Stock, subject to the Corporation's collection of all applicable federal, state and local income and employment withholding taxes. (ii) For any other dividend or distribution, a special book account shall be established for the Participant and credited with a phantom dividend equivalent to the actual dividend or distribution which would have been paid on the Shares at the time subject to this Award had they been issued and outstanding and entitled to that dividend or distribution. As the Shares subsequently vest hereunder, the phantom dividend equivalents so credited to those Shares in the book account shall vest at the same time as the Shares to which they relate and shall be distributed to the Participant (in the same form the actual dividend or distribution was paid to the holders of the Common Stock entitled to that dividend or distribution) concurrently with the issuance of the vested Shares to which those Shares on the applicable Issue Datephantom dividend equivalents relate. However, each such distribution shall be subject to the Corporation’s 's collection of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should any cash dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a dollar amount equal to the amount of that dividend paid per share multiplied by the number of Restricted Stock Units at the time subject to this Award (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) as of the record date for the dividend. As of the first business day in January each year, the cash dividend amounts credited to the special book account during the immediately preceding calendar year shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) those cash dividend equivalent amounts by (ii) the average of the Fair Market Value per share of Common Stock on each of the dates in the immediately preceding calendar year on which those dividends on the outstanding Common Stock were paid. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall not have any stockholder rights, including voting or dividend rights, with respect to the Shares Restricted Stock Units subject to the this Award until the Participant becomes the record holder of those Shares the underlying shares of Common Stock following their actual issuance upon the Corporation’s collection of the applicable Withholding Taxesissuance. (b) Notwithstanding the foregoing, should any stock dividenddividend or other distribution, whether regular or extraordinary, payable in cash or other property (other than shares of Common Stock) be declared and paid on the outstanding Common Stock while one or more Shares Restricted Stock Units remain subject to this Award (i.e., those Shares shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then the following provisions shall govern the Participant’s interest in that dividend or distribution: (i) If the dividend is a regularly-scheduled cash dividend on the Common Stock, then the Participant shall automatically be credited with an additional number of Restricted Stock Units entitled to a current cash distribution from the Corporation equal to the number of shares of Common Stock which cash dividend the Participant would have been paid on the Shares (plus the number of additional shares previously credited to Participant pursuant received with respect to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares been actually issued and outstanding and entitled to that dividend. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should any cash dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a dollar amount equal to the amount of that dividend paid per share multiplied by the number of Restricted Stock Units at the time subject to this Award (plus had the number underlying shares of additional shares previously credited Common Stock actually been issued and outstanding and entitled to Participant pursuant to the that cash dividend. Each cash dividend equivalent right provisions of payment under this Paragraph 4) as of the record date for the dividend. As of the first business day in January each year, the cash dividend amounts credited to the special book account during the immediately preceding calendar year shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing subparagraph (i) those shall be paid within five (5) business days following the payment of the actual cash dividend equivalent amounts by (ii) the average of the Fair Market Value per share of Common Stock on each of the dates in the immediately preceding calendar year on which those dividends on the outstanding Common Stock. (ii) For any other dividend or distribution, a special book account shall be established for the Participant and credited with a phantom dividend equivalent to the actual dividend or distribution which would have been paid on the underlying shares of Common Stock were paidat the time subject to this Award had they been issued and outstanding and entitled to that dividend or distribution. The additional As the Restricted Stock Units subsequently vest hereunder, the phantom dividend equivalents so credited to those Restricted Stock Units in the book account shall vest at the same time as the Shares to which they relate also vest, and those vested dividend equivalents shall be distributed to the Participant (in the same form the actual dividend or distribution was paid to the holders of the Common Stock entitled to that dividend or distribution) concurrently with the issuance of the vested Restricted Stock Units to which those Shares on phantom dividend equivalents relate. In no event, however, shall any such phantom dividend equivalents vest or become distributable unless the applicable Issue Date. However, each such distribution shall be subject Restricted Stock Units to which they relate vest in accordance with the Corporation’s collection terms of the Withholding Taxes applicable to that distributionthis Agreement.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall not have any stockholder rights, including voting voting, dividend or dividend liquidation rights, with respect to the Shares subject to the Award until Participant becomes the record holder of those Shares following upon their actual issuance upon following the CorporationCompany’s collection of the applicable Withholding Taxes. (b) Notwithstanding the foregoing, should if and to the extent that this Award is outstanding on the record date for any stock dividenddividend or other distribution, whether regular or extraordinaryextraordinary and whether payable in cash, be declared securities (other than Common Stock) or other property, and paid on the outstanding Common Stock while one or more Shares remain subject to this Award on such record date have not otherwise vested and been delivered as of the payment date for such dividend or distribution and do not otherwise receive such dividend or distribution (i.e., those Shares are not otherwise treated as issued and outstanding for purposes of entitlement to the dividend or distribution), then Participant shall automatically be credited with an additional number of Restricted Stock Units equal to the number of shares of Common Stock which would have been paid on the Shares (plus the number of additional shares previously credited to Participant distribution pursuant to state law, the dividend equivalent right provisions terms of this Paragraph 4) at the time subject to this Award had those Shares been actually issued and outstanding and entitled to that dividend. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should any cash dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distributionotherwise), then a special book account shall be established for Participant and credited with a dollar amount equal phantom dividend that is equivalent to the amount of that actual dividend or distribution which would have been paid per share multiplied by the number of Restricted Stock Units on such Shares at the time subject to this Award (plus had they been issued and outstanding and entitled to that dividend or distribution. As such Shares subsequently vest hereunder, the number of additional shares previously phantom dividend equivalents so credited to Participant pursuant to those Shares in the dividend equivalent right provisions of this Paragraph 4) as of the record date for the dividend. As of the first business day in January each year, the cash dividend amounts credited to the special book account during the immediately preceding calendar year shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) vest, and those cash vested dividend equivalent amounts by (ii) the average of the Fair Market Value per share of Common Stock on each of the dates in the immediately preceding calendar year on which those dividends on the outstanding Common Stock were paid. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and equivalents shall be distributed to Participant (in the form of additional Shares or in such other form as the Administrator deems appropriate under the circumstances) concurrently with the issuance of the vested Shares to which those phantom dividend equivalents relate and correspondingly as such Shares are forfeited or cancelled under this Award the phantom dividend equivalents so credited to those Shares on in the applicable Issue Datebook account shall be forfeited or cancelled. However, each Each such distribution of dividend equivalent amounts shall be subject to the CorporationCompany’s collection of the any Withholding Taxes applicable to that distribution. The Administrator shall have the sole discretion to determine the dollar value of any dividend or distribution paid other than in the form of cash, and its determination shall be controlling. No dividend equivalent amount shall be paid or distributed on shares of Common Stock under this Award that are forfeited or that otherwise do not vest and are not issued or issuable under this Award. (c) Should Participant cease Continuous Service without vesting in one or more of the Shares subject to this Award (including any Shares which do not or will not otherwise vest after taking into account any applicable vesting acceleration or continuation provisions set forth in Paragraph 3 or 5 of this Agreement), then the phantom dividend equivalents credited to those unvested Shares shall be cancelled, and Participant shall thereupon cease to have any further right or entitlement to those cancelled amounts.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall not have any stockholder rights, including voting voting, dividend or dividend liquidation rights, with respect to the Shares subject to the Award until Participant becomes the record holder of those Shares following upon their actual issuance upon following the Corporation’s collection of the applicable Withholding Taxes. (b) Notwithstanding the foregoing, should any stock dividend, whether regular dividend or extraordinary, other distribution payable other than in shares of Common Stock be declared and paid on the Corporation’s outstanding Common Stock while in one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then Participant shall automatically be credited with an additional number of Restricted Stock Units equal to the number of shares of Common Stock calendar years during which would have been paid on the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares been actually issued and outstanding and entitled to that dividend. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should any cash dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a dollar amount equal phantom dividend equivalent in accordance with the following parameters: (i) For any dividend or distribution payable on or before the scheduled completion date of the Performance Period, such phantom dividend shall be equivalent to the amount of that actual dividend or distribution which would have been paid per share multiplied by on the number of Restricted Shares issuable under this Award at Extraordinary Level Attainment had that number of Shares been issued and outstanding and entitled to that dividend or distribution. The phantom dividend equivalents so credited shall be distributed to Participant in a lump sum (in cash or such other form as the Plan Administrator may deem appropriate in its sole discretion) within the sixty (60)-day period following the scheduled completion date of that Performance Period or as soon as administratively practicable thereafter, but in no event later than the fifteenth (15th) day of the third (3rd) calendar month following such scheduled completion date. However, to the extent one or more Shares subject to this Award are cancelled due to the failure to achieve Extraordinary Level Attainment of the Performance Goal applicable to those Shares, no phantom dividend equivalents shall be paid with respect to those particular Shares, and those phantom dividend equivalents shall be cancelled. (ii) For dividends or distributions payable on the outstanding Common Stock Units after the scheduled completion date of the Performance Period, such phantom dividend shall be equivalent to the actual dividend or distribution which would have been paid on the number of Shares at the time subject to this Award (plus the based on actual Performance Goal attainment, had that number of additional shares previously credited Shares been issued and outstanding and entitled to Participant pursuant to the that dividend equivalent right provisions of this Paragraph 4) as of the record date for the dividendor distribution. As of the first business day in January each year, the cash The phantom dividend amounts equivalents so credited to the special Participant’s book account during on one or more dates in any calendar quarter following the immediately preceding calendar year shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) those cash dividend equivalent amounts by (ii) the average scheduled completion date of the Fair Market Value per share of Common Stock on each of the dates in the immediately preceding calendar year on which those dividends on the outstanding Common Stock were paid. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and Performance Period shall be distributed to Participant concurrently with in a lump sum (in cash or such other form as the issuance of those Shares Plan Administrator may deem appropriate in its sole discretion) on the applicable Issue Date. However, each last business day of that calendar quarter. (iii) Each such distribution under this Paragraph 4(b) shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution.

Stockholder Rights and Dividend Equivalents. (a) The holder of this the Award shall not have any stockholder rights, including voting voting, dividend or dividend liquidation rights, with respect to the Shares subject to the Award until Participant becomes the record holder of those Shares following upon their actual issuance upon following the CorporationCompany’s collection of the applicable any Withholding Taxes. (b) Notwithstanding the foregoing, should in the event that any stock dividend, whether regular dividend or extraordinary, be other distribution is declared and paid on the outstanding shares of Common Stock while one or more Shares remain subject to this after the Award (i.e.Date, those Shares are not otherwise issued and outstanding for purposes of entitlement but prior to the dividend complete settlement, cancellation or distribution)forfeiture of this Award, then Participant shall automatically be credited with entitled to receive, upon settlement of this Award, an additional number of Restricted Stock Units amount (the “dividend equivalent amount”) equal to the dividends or other distributions that would have been paid or issued on the number of shares of Common Stock which would have been paid on the Shares (plus the number of additional shares previously credited actually vested and issuable to Participant pursuant to the this Award. The dividend equivalent right provisions of this Paragraph 4) at amount shall be calculated by the time subject to this Award had those Shares been actually issued Administrator in its discretion and outstanding and entitled to that dividendneed not be adjusted for interest, earnings or assumed reinvestment. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and dividend equivalent amount shall be distributed to Participant concurrently with the issuance of the vested Shares to which those Shares on dividend equivalent amounts relate, and may be paid and distributed in the applicable Issue Datesame form in which the actual dividend or distribution was paid to the holders of the Common Stock or in such other form as the Administrator deems appropriate. However, each Each such distribution of dividend equivalent amounts shall be subject to the CorporationCompany’s collection of the any Withholding Taxes applicable to that distribution. (c) Notwithstanding . The Administrator shall have the foregoing, should sole discretion to determine the dollar value of any cash dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution)distribution paid other than in the form of cash, then a special book account and its determination shall be established for Participant and credited with a dollar amount equal to the amount of that dividend paid per share multiplied by the number of Restricted Stock Units at the time subject to this Award (plus the number of additional shares previously credited to Participant pursuant to the controlling. No dividend equivalent right provisions of this Paragraph 4) as of the record date for the dividend. As of the first business day in January each year, the cash dividend amounts credited to the special book account during the immediately preceding calendar year amount shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) those cash dividend equivalent amounts by (ii) the average of the Fair Market Value per share paid or distributed on shares of Common Stock on each of the dates in the immediately preceding calendar year on which those dividends on the outstanding Common Stock were paid. The additional Restricted Stock Units so credited shall under this Award that are forfeited or that otherwise do not vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distributionare not issued or issuable under this Award.

Stockholder Rights and Dividend Equivalents. (a) The holder of this the Award shall not have any stockholder rights, including voting voting, dividend or dividend liquidation rights, with respect to the Shares subject to the Award until Participant becomes the record holder of those Shares following upon their actual issuance upon following the Corporation’s collection of the applicable Withholding Taxes. (b) Notwithstanding the foregoing, should any stock dividenddividend or other distribution, whether regular or extraordinaryextraordinary and whether payable in cash, securities (other than Common Stock) or other property, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then Participant shall automatically be credited with an additional number of Restricted Stock Units equal to the number of shares of Common Stock which would have been paid on the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares been actually issued and outstanding and entitled to that dividend. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should any cash dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a dollar amount equal phantom dividend equivalent to the amount of that actual dividend or distribution which would have been paid per share multiplied by on the number of Restricted Stock Units Shares at the time subject to this the Award (plus had they been issued and outstanding and entitled to that dividend or distribution. As the number of additional shares previously Shares subsequently vest hereunder, the phantom dividend equivalents so credited to Participant pursuant to those Shares in the dividend equivalent right provisions of this Paragraph 4) as of the record date for the dividend. As of the first business day in January each year, the cash dividend amounts credited to the special book account during the immediately preceding calendar year shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) those cash dividend equivalent amounts by (ii) the average of the Fair Market Value per share of Common Stock on each of the dates in the immediately preceding calendar year on which those dividends on the outstanding Common Stock were paid. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and those vested dividend equivalents shall be distributed to Participant (in the same form the actual dividend or distribution was paid to the holders of the Common Stock entitled to that dividend or distribution or in such other form as the Administrator deems appropriate under the circumstances) concurrently with the issuance of the vested Shares to which those phantom dividend equivalents relate, whether those vested Shares on are to be issued in accordance with the applicable Issue DateIssuance Schedule or distribution provisions set forth in this Agreement or the distribution provisions set forth in Participant’s Deferral Election (if any). However, each Each such distribution shall be subject to the Corporation’s collection of all applicable Withholding Taxes. (c) Should Participant cease Continuous Service without vesting in one or more of the Withholding Taxes Shares subject to the Award (including any Shares which do not otherwise vest at that time after taking into account any applicable vesting acceleration provisions set forth in Paragraph 5 of this Agreement), then the phantom dividend equivalents credited to that distributionthose unvested Shares shall be cancelled, and Participant shall thereupon cease to have any further right or entitlement to those cancelled amounts.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall not have any stockholder rights, including voting or dividend rights, with respect to the Shares subject to the Award until Participant becomes the record holder of those Shares following their actual issuance upon the Corporation’s collection of the applicable Withholding Taxesissuance. (b) Notwithstanding the foregoing, should any stock dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then Participant shall automatically be credited with an additional number of Restricted Stock Units equal to the number of shares of Common Stock which would have been paid on the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 43) at the time subject to this Award had those Shares been actually issued and outstanding and entitled to that dividend. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should any cash dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a dollar amount equal to the amount of that dividend paid per share multiplied by the number of Restricted Stock Units at the time subject to this Award (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 43) as of the record date for the dividend. As of the first fifteenth business day in January April each year, the cash dividend amounts credited to the special book account during since the immediately preceding calendar year Award Date shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) those cash dividend equivalent amounts by (ii) the average of the Fair Market Value per share of Common Stock on each of the dates in since the immediately preceding calendar year Award Date on which those dividends on the outstanding Common Stock were paid. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall not have any stockholder rights, including voting voting, dividend or dividend liquidation rights, with respect to the Shares subject to the Award until Participant becomes the record holder of those Shares following upon their actual issuance upon following the Corporation’s 's collection of the applicable Withholding Taxes. (b) Notwithstanding the foregoing, should any stock dividenddividend or other distribution, whether regular or extraordinaryextraordinary and whether payable in cash, be declared and paid on the outstanding securities (other than Common Stock while one Stock) or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then Participant shall automatically be credited with an additional number of Restricted Stock Units equal to the number of shares of Common Stock which would have been paid on the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares been actually issued and outstanding and entitled to that dividend. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should any cash dividend, whether regular or extraordinaryother property, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a dollar amount equal phantom dividend equivalent to the amount of that actual dividend or distribution which would have been paid per share multiplied by on the number of Restricted Stock Units Shares at the time subject to this Award (plus had they been issued and outstanding and entitled to that dividend or distribution. As the number of additional shares previously Shares subsequently vest hereunder, the phantom dividend equivalents so credited to Participant pursuant to those Shares in the dividend equivalent right provisions of this Paragraph 4) as of the record date for the dividend. As of the first business day in January each year, the cash dividend amounts credited to the special book account during the immediately preceding calendar year shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) those cash dividend equivalent amounts by (ii) the average of the Fair Market Value per share of Common Stock on each of the dates in the immediately preceding calendar year on which those dividends on the outstanding Common Stock were paid. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and those vested dividend equivalents shall be distributed to Participant (in the same form the actual dividend or distribution was paid to the holders of the Common Stock entitled to that dividend or distribution or in such other form as the Administrator deems appropriate under the circumstances) concurrently with the issuance of the vested Shares to which those Shares on the applicable Issue Datephantom dividend equivalents relate. However, each such distribution shall be subject to the Corporation’s 's collection of the Withholding Taxes applicable to that distribution. (c) Should Participant cease Continuous Service without vesting in one or more of the Shares subject to this Award (including any Shares which do not otherwise vest at that time after taking into account any applicable vesting acceleration provisions set forth in Paragraph 5 of this Agreement), then the phantom dividend equivalents credited to those unvested Shares shall be cancelled, and Participant shall thereupon cease to have any further right or entitlement to those cancelled amounts.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall not have any stockholder rights, including voting or dividend rights, with respect to the Shares subject to the Award until Participant becomes the record holder of those Shares following their actual issuance upon the Corporation’s collection of the applicable Withholding Taxes. (b) Notwithstanding the foregoing, should any stock dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then Participant shall automatically be credited with an additional number of Restricted Stock Units equal to the number of shares of Common Stock which would have been paid on the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares been actually issued and outstanding and entitled to that dividend. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should any cash dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a dollar amount equal to the amount of that dividend paid per share multiplied by the number of Restricted Stock Units at the time subject to this Award (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) as of the record date for the dividend. As No later than as of ____________ each year following the first business day in January Award Date and prior to ____________ and no later than as of ____________ (each yearsuch date a “Conversion Date”), the each cash dividend amounts amount credited to the special book account during since the immediately preceding calendar year Award Date or the most recent prior Conversion Date, as applicable, shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) those such cash dividend equivalent amounts amount by (ii) the average of the Fair Market Value per share of Common Stock on each of the dates in the immediately preceding calendar year during such period on which those dividends on the outstanding Common Stock were paid, rounded down to the nearest full share. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall not have any stockholder rights, including voting or dividend rights, with respect to the Shares subject to the Award until Participant becomes the record holder of those Shares following their actual issuance upon the Corporation’s collection of the applicable Withholding Taxes. (b) Notwithstanding the foregoing, should any stock dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then Participant shall automatically be credited with an additional number of Restricted Stock Units equal to the number of shares of Common Stock which would have been paid on the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares been actually issued and outstanding and entitled to that dividend. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should any cash dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a dollar amount equal to the amount of that dividend paid per share multiplied by the number of Restricted Stock Units at the time subject to this Award (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) as of the record date for the dividend. As of the first business day in January each year, the cash dividend amounts credited to the special book account during the immediately preceding calendar year shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) those cash dividend equivalent amounts by (ii) the average of the Fair Market Value per share of Common Stock on each of the dates in the immediately preceding calendar year on which those dividends on the outstanding Common Stock were paid, rounded down to the nearest full share. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Substitute Award shall not have any stockholder rights, including voting voting, dividend or dividend liquidation rights, with respect to the Shares subject to the this Substitute Award until Participant becomes the record holder of those Shares following upon their actual issuance upon following the Corporation’s collection of the applicable Withholding Taxes. (b) Notwithstanding the foregoing, should any stock dividenddividend or other distribution payable other than in shares of Common Stock, whether regular or extraordinary, be declared and paid on the Corporation’s outstanding Common Stock while in one or more calendar years during which Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then Participant shall automatically be credited with an additional number of Restricted Stock Units equal to the number of shares of Common Stock which would have been paid on the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares been actually issued and outstanding and entitled to that dividend. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should any cash dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Substitute Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a dollar amount equal phantom dividend equivalent in accordance with the following parameters: (i) For any dividend or distribution payable on or before the scheduled completion date of the Performance Period, such phantom dividend shall be equivalent to the amount of that actual dividend or distribution which would have been paid per share multiplied by on the number of Restricted Shares issuable under this Award at Extraordinary Level Attainment had that number of Shares been issued and outstanding and entitled to that dividend or distribution. The phantom dividend equivalents so credited shall be distributed to Participant in a lump sum (in cash or such other form as the Plan Administrator may deem appropriate in its sole discretion) within the sixty (60)-day period following the scheduled completion date of that Performance Period or as soon as administratively practicable thereafter, but in no event later than the fifteenth (15th) day of the third (3rd) calendar month following such scheduled completion date. However, to the extent one or more Shares subject to this Substitute Award are cancelled due to the failure to achieve Extraordinary Level Attainment of the Performance Goal applicable to those Shares, no phantom dividend equivalents shall be paid with respect to those particular Shares, and those phantom dividend equivalents shall be cancelled. (ii) For dividends or distribution payable on the outstanding Common Stock Units after the scheduled completion date of the Performance Period, such phantom dividend shall be equivalent to the actual dividend or distribution which would have been paid on the number of Shares at the time subject to this Substitute Award (plus the based on actual Performance Goal attainment, had that number of additional shares previously credited Shares been issued and outstanding and entitled to Participant pursuant to the that dividend equivalent right provisions of this Paragraph 4) as of the record date for the dividendor distribution. As of the first business day in January each year, the cash The phantom dividend amounts equivalents so credited to the special Participant’s book account during on one or more dates in any calendar quarter following the immediately preceding calendar year shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) those cash dividend equivalent amounts by (ii) the average scheduled completion date of the Fair Market Value per share of Common Stock on each of the dates in the immediately preceding calendar year on which those dividends on the outstanding Common Stock were paid. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and Performance Period shall be distributed to Participant concurrently with in a lump sum (in cash or such other form as the issuance of those Shares Plan Administrator may deem appropriate in its sole discretion) on the applicable Issue Date. However, each last business day of that calendar quarter. (iii) Each such distribution under this Paragraph 4(b) shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall not have any stockholder rights, including voting or dividend rights, with respect to the Shares PSUs subject to the Award until the Participant becomes the record holder of those Shares following the underlying shares of Common Stock upon their actual issuance upon following the Corporation’s collection of the applicable Withholding Taxes. (b) Notwithstanding the foregoing, should any stock dividenddividend or other distribution, whether regular or extraordinary, payable in cash or other property (other than shares of Common Stock) be declared and paid on the outstanding Common Stock while one or more Shares PSUs remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then Participant shall automatically be credited with an additional number of Restricted Stock Units equal to the number of shares of Common Stock which would have been paid on the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares been actually issued and outstanding and entitled to that dividend. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should any cash dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for the Participant and credited with a dollar amount equal phantom dividend equivalent to the amount actual dividend or distribution which would have been paid on the underlying shares of that dividend paid per share multiplied by the number of Restricted Common Stock Units at the time subject to this Award (plus had they been issued and outstanding and entitled to that dividend or distribution. As and to the number of additional shares previously extent that the PSUs subsequently vest hereunder, the phantom dividend equivalents so credited to Participant pursuant to those PSUs in the dividend equivalent right provisions of this Paragraph 4) as of the record date for the dividend. As of the first business day in January each year, the cash dividend amounts credited to the special book account during the immediately preceding calendar year shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) also vest, and those cash vested dividend equivalent amounts by (ii) the average of the Fair Market Value per share of Common Stock on each of the dates in the immediately preceding calendar year on which those dividends on the outstanding Common Stock were paid. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and equivalents shall be distributed to the Participant (in the same form the actual dividend or distribution was paid to the holders of the Common Stock entitled to that dividend or distribution) concurrently with the issuance payment of the vested PSUs to which those Shares on the applicable Issue Datephantom dividend equivalents relate. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. In no event shall any such phantom dividend equivalents vest or become distributable unless the PSUs to which they relate vest in accordance with the terms of this Agreement.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall not have any stockholder rights, including voting voting, dividend or dividend liquidation rights, with respect to the Shares shares of Common Stock subject to the Award until Participant becomes the record holder of those Shares following shares upon their actual issuance upon following the Corporation’s 's collection of the applicable Withholding Taxes. (b) . Notwithstanding the foregoing, should any stock dividenddividend or other distribution, whether regular or extraordinaryextraordinary and whether payable in cash, securities (other than Common Stock) or other property, be declared and paid on the outstanding Common Stock while one or more Performance Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then Participant shall automatically be credited with an additional number of Restricted Stock Units equal to the number of underlying shares of Common Stock which would have been paid on the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares been actually issued and outstanding and entitled to that dividend. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should any cash dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a dollar amount equal phantom dividend equivalent to the amount actual dividend or distribution that would have been paid on the maximum number of shares of Common Stock that can qualify as Performance-Qualified Shares under this Award, had that number of shares been issued and outstanding and entitled to that dividend or distribution. As one or more shares of Common Stock subsequently vest hereunder upon the satisfaction of the applicable vesting requirements for those shares, the phantom dividend equivalents credited to those particular shares in the book account shall vest, and those vested dividend equivalents shall be distributed to Participant (in the same form the actual dividend or distribution was paid per share multiplied by to the number holders of Restricted the Common Stock Units at entitled to that dividend or distribution or in such other form as the time Administrator deems appropriate under the circumstances) concurrently with the issuance of those vested shares. However, such distribution shall be subject to the Corporation's collection of the Withholding Taxes applicable to that distribution. To the extent any phantom dividend equivalents are to be distributed in shares of Common Stock, the following conversion process will be in effect. For each such dividend or distribution that is to be converted into shares of Common Stock, the aggregate dollar value of the cash, securities or other property that would have been paid as an actual dividend or distribution on the shares of Common Stock subject to this Award (plus had they been actually issued and outstanding shares at the number time of additional shares previously credited to Participant pursuant to the such dividend equivalent right provisions of this Paragraph 4) as of the record date for the dividend. As of the first business day in January each year, the cash dividend amounts credited to the special book account during the immediately preceding calendar year shall or distribution will be converted into a book entry of an additional number of Restricted Stock Units determined divided by dividing (i) those cash dividend equivalent amounts by (ii) the average of the Fair Market Value per share of Common Stock on each measured as of the dates in the immediately preceding calendar year date on which those dividends such dividend or distribution was paid on the outstanding Common Stock, with any fractional share of Common Stock were paidrounded down to the next whole share of Common Stock. The additional Restricted Administrator shall have the sole discretion to determine the dollar value of any such dividend or distribution paid other than in the form of cash, and its determination shall be controlling. (b) To the extent the maximum number of shares of Common Stock Units so that can qualify as Performance-Qualified Shares under this Award is not in fact earned by reason of the level at which the Performance Goal is actually attained, then the phantom dividend equivalents credited to those unearned shares shall be cancelled, and Participant shall cease to have any right or entitlement to receive any distributions or other amounts with respect to those cancelled dividend equivalents. (c) Should Participant cease Continuous Service without vesting in one or more of the shares of Common Stock subject to this Award (including any shares which do not otherwise vest at that time after taking into account any applicable vesting acceleration provisions set forth in this Agreement), then the same time as the Shares phantom dividend equivalents credited to which they relate and those unvested shares shall be distributed cancelled, and Participant shall thereupon cease to Participant concurrently with the issuance of have any further right or entitlement to those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distributioncancelled amounts.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall not have any stockholder rights, including voting voting, dividend or dividend liquidation rights, with respect to the Shares subject to the Award until Participant becomes the record holder of those Shares following upon their actual issuance upon following the Corporation’s 's collection of the applicable Withholding Taxes. (b) Notwithstanding the foregoing, should any stock dividenddividend or other distribution, whether regular or extraordinaryextraordinary and whether payable in cash, be declared and paid on the outstanding securities (other than Common Stock while one Stock) or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then Participant shall automatically be credited with an additional number of Restricted Stock Units equal to the number of shares of Common Stock which would have been paid on the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares been actually issued and outstanding and entitled to that dividend. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should any cash dividend, whether regular or extraordinaryother property, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a dollar amount equal phantom dividend equivalent to the amount of that actual dividend or distribution which would have been paid per share multiplied by on the number of Restricted Stock Units Shares at the time subject to this Award (plus had they been issued and outstanding and entitled to that dividend or distribution. As the number of additional shares previously Shares subsequently vest hereunder, the phantom dividend equivalents so credited to Participant pursuant to those Shares in the dividend equivalent right provisions of this Paragraph 4) as of the record date for the dividend. As of the first business day in January each year, the cash dividend amounts credited to the special book account during the immediately preceding calendar year shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) vest, and those cash vested dividend equivalent amounts by (ii) the average of the Fair Market Value per share of Common Stock on each of the dates in the immediately preceding calendar year on which those dividends on the outstanding Common Stock were paid. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and equivalents shall be distributed to Participant (in the same form the actual dividend or distribution was paid to the holders of the Common Stock entitled to that dividend or distribution or in such other form as the Administrator deems appropriate under the circumstances) concurrently with the issuance of the vested Shares to which those phantom dividend equivalents relate, whether those vested Shares on are to be issued in accordance with the Issuance Schedule or distribution provisions set forth in this Agreement or the distribution provisions set forth in Participant's Deferral Election (if any). (c) Should Participant cease Continuous Service without vesting in one or more of the Shares subject to this Award (including any Shares which do not otherwise vest at that time after taking into account any applicable Issue Date. Howevervesting acceleration provisions set forth in Paragraph 5 of this Agreement), each such distribution then the phantom dividend equivalents credited to those unvested Shares shall be subject cancelled, and Participant shall thereupon cease to the Corporation’s collection of the Withholding Taxes applicable have any further right or entitlement to that distributionthose cancelled amounts.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall not have any stockholder rights, including voting or dividend rights, with respect to the Shares subject to the Award until the Participant becomes the record holder of those Shares following upon their actual issuance upon following the Corporation’s collection of the applicable Withholding Taxes. (b) Notwithstanding the foregoing, should any stock dividenddividend or other distribution, whether regular or extraordinary, payable in cash or other property (other than shares of Common Stock) be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then the following provisions shall govern the Participant’s interest in that dividend or distribution: (i) If the dividend is a regularly-scheduled cash dividend on the Common Stock, then the Participant shall automatically be credited with an additional number of Restricted Stock Units entitled to a current cash distribution from the Corporation equal to the number of shares of Common Stock which cash dividend the Participant would have been paid on received with respect to the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares actually been actually issued and outstanding and entitled to that cash dividend. The additional Restricted Stock Units Each cash dividend equivalent payment under this subparagraph (i) shall be paid within five (5) business days following the payment of the actual cash dividend on the outstanding Common Stock, subject to the Corporation’s collection of all applicable federal, state and local income and employment withholding taxes. (ii) For any other dividend or distribution, a special book account shall be established for the Participant and credited with a phantom dividend equivalent to the actual dividend or distribution which would have been paid on the Shares at the time subject to this Award had they been issued and outstanding and entitled to that dividend or distribution; provided, however, that no such crediting shall occur if it would result in the Participant receiving credit for the same dividend or distribution more than once, as determined in the sole discretion of the Plan Administrator. As the Shares subsequently vest hereunder, the phantom dividend equivalents so credited to those Shares in the book account shall vest at the same time as the Shares to which they relate also vest, and those vested dividend equivalents shall be distributed to the Participant (in the same form the actual dividend or distribution was paid to the holders of the Common Stock entitled to that dividend or distribution) concurrently with the issuance of the vested Shares to which those Shares on the applicable Issue Datephantom dividend equivalents relate. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should . In no event shall any cash dividend, whether regular such phantom dividend equivalents vest or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a dollar amount equal to the amount of that dividend paid per share multiplied by the number of Restricted Stock Units at the time subject to this Award (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) as of the record date for the dividend. As of the first business day in January each year, the cash dividend amounts credited to the special book account during the immediately preceding calendar year shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) those cash dividend equivalent amounts by (ii) the average of the Fair Market Value per share of Common Stock on each of the dates in the immediately preceding calendar year on which those dividends on the outstanding Common Stock were paid. The additional Restricted Stock Units so credited shall vest at the same time as become distributable unless the Shares to which they relate and shall be distributed to Participant concurrently vest in accordance with the issuance terms of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distributionthis Agreement.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall not have any stockholder rights, including voting or dividend rights, with respect to the Shares subject to the Award until Participant becomes the record holder of those Shares following their actual issuance upon the Corporation’s collection of the applicable Withholding Taxes. (b) Notwithstanding the foregoing, should any stock dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then Participant shall automatically be credited with an additional number of Restricted Stock Units equal to the number of shares of Common Stock which would have been paid on the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares been actually issued and outstanding and entitled to that dividend. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should any cash dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a dollar amount equal to the amount of that dividend paid per share multiplied by the number of Restricted Stock Units at the time subject to this Award (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) as of the record date for Revised 2/8/16 the dividend. As of the first business day in January each year, the cash dividend amounts credited to the special book account during the immediately preceding calendar year shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) those cash dividend equivalent amounts by (ii) the average of the Fair Market Value per share of Common Stock on each of the dates in the immediately preceding calendar year on which those dividends on the outstanding Common Stock were paid. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall not have any stockholder rights, including voting voting, dividend or dividend liquidation rights, with respect to the Shares subject to the Award until Participant becomes the record holder of those Shares following upon their actual issuance upon following the Corporation’s collection of the applicable Withholding Taxes. (b) Notwithstanding the foregoing, should any stock dividenddividend or other distribution payable other than in shares of Common Stock, whether regular or extraordinary, be declared and paid on the Corporation’s outstanding Common Stock while in one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then Participant shall automatically be credited with an additional number of Restricted Stock Units equal to the number of shares of Common Stock calendar years during which would have been paid on the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares been actually issued and outstanding and entitled to that dividend. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should any cash dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a dollar amount equal phantom dividend equivalent in accordance with the following parameters: (i) For any dividend or distribution payable on or before the scheduled completion date of the Performance Period, such phantom dividend shall be equivalent to the amount of that actual dividend or distribution which would have been paid per share multiplied by on the number of Restricted Shares issuable under this Award at Extraordinary Level Attainment had that number of Shares been issued and outstanding and entitled to that dividend or distribution. The phantom dividend equivalents so credited shall be distributed to Participant in a lump sum (in cash or such other form as the Plan Administrator may deem appropriate in its sole discretion) However, to the extent one or more Shares subject to this Award are cancelled due to the failure to achieve Extraordinary Level Attainment of the Performance Goal applicable to those Shares, no phantom dividend equivalents shall be paid with respect to those particular Shares, and those phantom dividend equivalents shall be cancelled. (ii) For dividends or distribution payable on the outstanding Common Stock Units after the scheduled completion date of the Performance Period, such phantom dividend shall be equivalent to the actual dividend or distribution which would have been paid on the number of Shares at the time subject to this Award (plus the based on actual Performance Goal attainment, had that number of additional shares previously credited Shares been issued and outstanding and entitled to Participant pursuant to the that dividend equivalent right provisions of this Paragraph 4) as of the record date for the dividendor distribution. As of the first business day in January each year, the cash The phantom dividend amounts equivalents so credited to the special Participant’s book account during on one or more dates in any calendar quarter following the immediately preceding calendar year shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) those cash dividend equivalent amounts by (ii) the average scheduled completion date of the Fair Market Value per share of Common Stock on each of the dates in the immediately preceding calendar year on which those dividends on the outstanding Common Stock were paid. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and Performance Period shall be distributed to Participant concurrently with in a lump sum (in cash or such other form as the issuance of those Shares Plan Administrator may deem appropriate in its sole discretion) on the applicable Issue Date. However, each last business day of that calendar quarter. (iii) Each such distribution under this Paragraph 4(b) shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award Participant shall not have any stockholder rights, including voting voting, dividend or dividend liquidation rights, with respect to the Shares subject to the Award until Participant becomes the record holder of those Shares following their actual issuance upon the Corporation’s collection of the applicable Withholding Taxesissuance. (b) Notwithstanding the foregoing, should any stock dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then Participant shall automatically be credited with an additional number of Restricted Stock Units equal to the number of other distribution payable other than in shares of Common Stock which would have been paid on the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares been actually issued and outstanding and entitled to that dividend. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should any cash dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a dollar amount equal phantom dividend equivalent to the amount of actual dividend or distribution which would have been paid on those Shares had ​ they been issued and outstanding and entitled to that dividend paid per share multiplied by or distribution. As the number of Restricted Stock Units at RSUs vest hereunder, the time subject to this Award (plus the number of additional shares previously phantom dividend equivalents credited to Participant pursuant to those Shares underlying such RSUs in the dividend equivalent right provisions of this Paragraph 4) as of the record date for the dividend. As of the first business day in January each year, the cash dividend amounts credited to the special book account during the immediately preceding calendar year shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) concurrently vest, and those cash vested dividend equivalent amounts by (ii) the average of the Fair Market Value per share of Common Stock on each of the dates in the immediately preceding calendar year on which those dividends on the outstanding Common Stock were paid. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and equivalents shall be distributed to Participant concurrently (in cash or such other form as the Plan Administrator may deem appropriate in its sole discretion) at that time or at such later time as may be specified in the Participant’s Deferral Election for this Award. Should Participant elect on his or her Deferral Election to defer the Shares but not the phantom dividend equivalents pertaining to those Shares, then any dividend equivalents credited from time to time on those Shares after the date RSUs to which those Shares relate vest shall be paid to Participant within thirty (30) days after the date of the actual dividend or distribution to which those particular dividend equivalents relate. Should the Deferral Election provide for an installment distribution of the Shares and the deferral of the phantom dividend equivalents with respect to those Shares, then any additional amounts that are, during the installment distribution period, credited to the Participant’s special book account hereunder pursuant to the phantom dividend equivalents attributable to the undistributed portion of the Shares shall also be deferred and shall not be paid until the deferred Shares to which those additional amounts pertain are issued in satisfaction of the elected installment distribution. In no event shall such phantom dividend equivalents vest or become distributable unless the RSUs to which they relate vest in accordance with the issuance terms of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distributionthis Agreement.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall not have any stockholder rights, including voting or dividend rights, with respect to the Shares subject to the Award until Participant becomes the record holder of those Shares following their actual issuance upon the Corporation’s collection of the applicable Withholding Taxes. (b) Notwithstanding the foregoing, should any stock dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then Participant shall automatically be credited with an additional number of Restricted Stock Units equal to the number of shares of Common Stock which would have been paid on the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares been actually issued and outstanding and entitled to that dividend. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should any cash dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a dollar amount equal to the amount of that dividend paid per share multiplied by the number of Restricted Stock Units at the time subject to this Award (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) as of the record date for the dividend. As No later than as of _______________ each year following the first business day in January Award Date and prior to _______________ and no later than as of _______________ (each yearsuch date a “Conversion Date”), the each cash dividend amounts amount credited to the special book account during since the immediately preceding calendar year Award Date or the most recent prior Conversion Date, as applicable, shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) those such cash dividend equivalent amounts amount by (ii) the average of the Fair Market Value per share of Common Stock on each of the dates in the immediately preceding calendar year during such period on which those dividends on the outstanding Common Stock were paid, rounded down the to nearest full share. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall not have any stockholder rights, including voting or dividend rights, with respect to the Shares subject to the Award until Participant becomes the record holder of those Shares following their actual issuance upon the Corporation’s collection of the applicable Withholding Taxes. (b) Notwithstanding the foregoing, should any stock dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then Participant shall automatically be credited with an additional number of Restricted Stock Units equal to the number of shares of Common Stock which would have been paid on the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares been actually issued and outstanding and entitled to that dividend. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should any cash dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a dollar amount equal to the amount of that dividend paid per share multiplied by the number of Restricted Stock Units at the time subject to this Award (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) as of the record date for the dividend. As No later than as of _______________ each year following the first business day in January Award Date and prior to _______________ and no later than as of _______________ (each yearsuch date a “Conversion Date”), the each cash dividend amounts amount credited to the special book account during since the immediately preceding calendar year Award Date or the most recent prior Conversion Date, as applicable, shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) those such cash dividend equivalent amounts amount by (ii) the average of the Fair Market Value per share of Common Stock on each of the dates in the immediately preceding calendar year during such period on which those dividends on the outstanding Common Stock were paid, rounded down to the nearest full share. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award Participant shall not have any stockholder rights, including voting voting, dividend or dividend liquidation rights, with respect to the Shares subject to the Award until Participant becomes the record holder of those Shares following their actual issuance upon the Corporation’s collection of the applicable Withholding Taxesissuance. (b) Notwithstanding the foregoing, should any stock dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then Participant shall automatically be credited with an additional number of Restricted Stock Units equal to the number of other distribution payable other than in shares of Common Stock which would have been paid on the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares been actually issued and outstanding and entitled to that dividend. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should any cash dividendStock, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a dollar amount equal phantom dividend equivalent to the amount of actual dividend or distribution which would have been paid on those Shares had they been issued and outstanding and entitled to that dividend paid per share multiplied by or distribution. As the number of Restricted Stock Units at Shares vest hereunder, the time subject to this Award (plus the number of additional shares previously phantom dividend equivalents credited to Participant pursuant to those Shares in the dividend equivalent right provisions of this Paragraph 4) as of the record date for the dividend. As of the first business day in January each year, the cash dividend amounts credited to the special book account during the immediately preceding calendar year shall concurrently vest, and those vested dividend equivalents shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing distributed to Participant (iin cash or such other form as the Plan Administrator may deem appropriate in its sole discretion) those cash dividend equivalent amounts by (ii) the average of the Fair Market Value per share of Common Stock on each of the dates in the immediately preceding calendar year on which those dividends on the outstanding Common Stock were paid. The additional Restricted Stock Units so credited shall vest at the same time as the vested Shares to which those phantom dividend equivalents relate are issued in accordance with the Participant’s Deferral Election for this Award. Should the Deferral Election provide for an installment distribution of the Shares, then any additional amounts that are, pursuant to the phantom dividend equivalents with respect to the undistributed portion of the Shares, credited to the Participant’s special book account hereunder during the installment distribution period shall also be deferred and shall not be paid until the deferred Shares to which those additional amounts pertain are issued in satisfaction of the elected installment distribution. In no event shall such phantom dividend equivalents vest or become distributable unless the Shares to which they relate and shall be distributed to Participant concurrently vest in accordance with the issuance terms of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distributionthis Agreement.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall not have any stockholder rights, including voting or dividend rights, with respect to the Shares subject to the Award until Participant becomes the record holder of those Shares following their actual issuance upon the Corporation’s collection of the applicable Withholding Taxes.. Revised 2/12/16 (b) Notwithstanding the foregoing, should any stock dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then Participant shall automatically be credited with an additional number of Restricted Stock Units equal to the number of shares of Common Stock which would have been paid on the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares been actually issued and outstanding and entitled to that dividend. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should any cash dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a dollar amount equal to the amount of that dividend paid per share multiplied by the number of Restricted Stock Units at the time subject to this Award (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) as of the record date for the dividend. As of the first business day in January each year, the cash dividend amounts credited to the special book account during the immediately preceding calendar year shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) those cash dividend equivalent amounts by (ii) the average of the Fair Market Value per share of Common Stock on each of the dates in the immediately preceding calendar year on which those dividends on the outstanding Common Stock were paid. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall not have any stockholder rights, including voting or dividend rights, with respect to the Shares Restricted Stock Units subject to the Award until the Participant becomes the record holder of those Shares following the underlying shares of Common Stock upon their actual issuance upon following the Corporation’s collection of the applicable Withholding Taxes. (b) Notwithstanding the foregoing, should any stock dividenddividend or other distribution, whether regular or extraordinary, payable in cash or other property (other than shares of Common Stock) be declared and paid on the outstanding Common Stock while one or more Shares Restricted Stock Units remain subject to this Award (i.e., those Shares shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then the following provisions shall govern the Participant’s interest in that dividend or distribution: (i) If the dividend is a regularly-scheduled cash dividend on the Common Stock, then the Participant shall automatically be credited entitled to a current cash distribution from the Corporation equal to the cash dividend the Participant would have received with an additional number of respect to the Restricted Stock Units equal to the number of shares of Common Stock which would have been paid on the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares the underlying shares of Common Stock actually been actually issued and outstanding and entitled to that cash dividend. The additional Each cash dividend equivalent payment under this subparagraph (i) shall be paid within five (5) business days following the payment of the actual cash dividend on the outstanding Common Stock, subject to the Corporation’s collection of all applicable federal, state and local income and employment withholding taxes. (ii) For any other dividend or distribution, a special book account shall be established for the Participant and credited with a phantom dividend equivalent to the actual dividend or distribution which would have been paid on the underlying shares of Common Stock at the time subject to this Award had they been issued and outstanding and entitled to that dividend or distribution. As the Restricted Stock Units subsequently vest hereunder, the phantom dividend equivalents so credited to those Restricted Stock Units in the book account shall vest at the same time as the Shares to which they relate also vest, and those vested dividend equivalents shall be distributed to the Participant (in the same form the actual dividend or distribution was paid to the holders of the Common Stock entitled to that dividend or distribution) concurrently with the issuance payment of the vested Restricted Stock Units to which those Shares on the applicable Issue Datephantom dividend equivalents relate. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) Notwithstanding . In no event shall any such phantom dividend equivalents vest or become distributable unless the foregoing, should any cash dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a dollar amount equal to the amount of that dividend paid per share multiplied by the number of Restricted Stock Units at the time subject to this Award (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) as of the record date for the dividend. As of the first business day in January each year, the cash dividend amounts credited to the special book account during the immediately preceding calendar year shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) those cash dividend equivalent amounts by (ii) the average of the Fair Market Value per share of Common Stock on each of the dates in the immediately preceding calendar year on which those dividends on the outstanding Common Stock were paid. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently vest in accordance with the issuance terms of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distributionthis Agreement.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall not have any stockholder rights, including voting or dividend rights, with respect to the Shares subject to the Award until Participant becomes the record holder of those Shares following their actual issuance upon the CorporationCompany’s collection of the applicable Withholding Taxes. (b) Notwithstanding the foregoing, should any stock dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then Participant shall automatically be credited with an additional number of Restricted Stock Units equal to the number of shares of Common Stock which would have been paid on the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares been actually issued and outstanding and entitled to that dividend. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should any cash dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a dollar amount equal to the amount of that dividend paid per share multiplied by the number of Restricted Stock Units at the time subject to this Award (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) as of the record date for the dividend. As of the first business day in January each year, the cash dividend amounts credited to the special book account during the immediately preceding calendar year shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) those cash dividend equivalent amounts by (ii) the average of the Fair Market Value Revised 5/1/18 per share of Common Stock on each of the dates in the immediately preceding calendar year on which those dividends on the outstanding Common Stock were paid. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the CorporationCompany’s collection of the Withholding Taxes applicable to that distribution.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall not have any stockholder rights, including voting voting, dividend or dividend liquidation rights, with respect to the Shares subject to the Award until Participant becomes the record holder of those Shares following upon their actual issuance upon following the Corporation’s collection of the applicable Withholding Taxes. (b) Notwithstanding the foregoing, should any stock dividenddividend or other distribution payable other than in shares of Common Stock, whether regular or extraordinary, be declared and paid on the Corporation’s outstanding Common Stock while in one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then Participant shall automatically be credited with an additional number of Restricted Stock Units equal to the number of shares of Common Stock calendar years during which would have been paid on the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares been actually issued and outstanding and entitled to that dividend. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should any cash dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a dollar amount equal phantom dividend equivalent in accordance with the following parameters: (i) For any dividend or distribution payable on or before the scheduled completion date of the Performance Period, such phantom dividend shall be equivalent to the amount of that actual dividend or distribution which would have been paid per share multiplied by on the number of Restricted Shares issuable under this Award at Extraordinary Level Attainment had that number of Shares been issued and outstanding and entitled to that dividend or distribution. The phantom dividend equivalents so credited shall be distributed to Participant in a lump sum (in cash or such other form as the Plan Administrator may deem appropriate in its sole discretion) within the sixty (60)-day period following the scheduled completion date of that Performance Period or as soon as administratively practicable threafter, but in no event later than the fifteenth (15th) day of the third (3rd caledar month following such scheduled completion date. However, to the extent one or more Shares subject to this Award are cancelled due to the failure to achieve Extraordinary Level Attainment of the Performance Goal applicable to those Shares, no phantom dividend equivalents shall be paid with respect to those particular Shares, and those phantom dividend equivalents shall be cancelled. (ii) For dividends or distribution payable on the outstanding Common Stock Units after the scheduled completion date of the Performance Period, such phantom dividend shall be equivalent to the actual dividend or distribution which would have been paid on the number of Shares at the time subject to this Award (plus the based on actual Performance Goal attainment, had that number of additional shares previously credited Shares been issued and outstanding and entitled to Participant pursuant to the that dividend equivalent right provisions of this Paragraph 4) as of the record date for the dividendor distribution. As of the first business day in January each year, the cash The phantom dividend amounts equivalents so credited to the special Participant’s book account during on one or more dates in any calendar quarter following the immediately preceding calendar year shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) those cash dividend equivalent amounts by (ii) the average scheduled completion date of the Fair Market Value per share of Common Stock on each of the dates in the immediately preceding calendar year on which those dividends on the outstanding Common Stock were paid. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and Performance Period shall be distributed to Participant concurrently with in a lump sum (in cash or such other form as the issuance of those Shares Plan Administrator may deem appropriate in its sole discretion) on the applicable Issue Date. However, each last business day of that calendar quarter. (iii) Each such distribution under this Paragraph 4(b) shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall not have any stockholder rights, including voting or dividend rights, with respect to the Shares subject to the Award until Participant becomes the record holder of those Shares following their actual issuance upon the Corporation’s collection of the applicable Withholding Taxes. (b) Notwithstanding the foregoing, should any stock dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then Participant shall automatically be credited with an additional number of Restricted Stock Units equal to the number of shares of Common Stock which would have been paid on the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares been actually issued and outstanding and entitled to that dividend. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should any cash dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a dollar amount equal to the amount of that dividend paid per share multiplied by the number of Restricted Stock Units at the time subject to this Award (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) as of the record date for the dividend. As No later than as of _______________ each year following the Award Date and prior to the last vesting date and no later than as of the first business day in January last vesting date (each yearsuch date a “Conversion Date”), the each cash dividend amounts amount credited to the special book account during since the immediately preceding calendar year Award Date or the most recent prior Conversion Date, as applicable, shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) those such cash dividend equivalent amounts amount by (ii) the average of the Fair Market Value per share of Common Stock on each of the dates in the immediately preceding calendar year during such period on which those dividends on the outstanding Common Stock were paid, rounded down to the nearest full share. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall not have any stockholder rights, including voting voting, dividend or dividend liquidation rights, with respect to the Shares shares of Common Stock subject to the Award until Participant becomes the record holder of those Shares following shares upon their actual issuance upon following the Corporation’s collection of the applicable Withholding Taxes. (b) Notwithstanding the foregoing, should any stock dividenddividend or other distribution, whether regular or extraordinaryextraordinary and whether payable in cash, securities (other than Common Stock) or other property, be declared and paid on the outstanding Common Stock while one or more Performance Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then Participant shall automatically be credited with an additional number of Restricted Stock Units equal to the number of underlying shares of Common Stock which would have been paid on the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares been actually issued and outstanding and entitled to that dividend. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should any cash dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a dollar amount equal phantom dividend equivalent to the amount of actual dividend or distribution that dividend would have been paid per share multiplied by on the maximum number of Restricted Stock Units at the time subject to this Award (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) as of the record date for the dividend. As of the first business day in January each year, the cash dividend amounts credited to the special book account during the immediately preceding calendar year shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) those cash dividend equivalent amounts by (ii) the average of the Fair Market Value per share of Common Stock on each that can qualify as Performance-Qualified Shares under this Award, had that number of shares been issued and outstanding and entitled to that dividend or distribution. As one or more shares of Common Stock subsequently vest hereunder upon the satisfaction of the dates applicable vesting requirements, the phantom dividend equivalents credited to those particular shares in the immediately preceding calendar year on which those dividends on the outstanding Common Stock were paid. The additional Restricted Stock Units so credited book account shall vest at the same time as the Shares to which they relate and shall be distributed to Participant (in the same form the actual dividend or distribution was paid to the holders of the Common Stock entitled to that dividend or distribution or in such other form as the Administrator deems appropriate under the circumstances) concurrently with the issuance of those Shares on the applicable Issue Datevested shares. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) To the extent the maximum number of shares of Common Stock that can qualify as Performance-Qualified Shares under this Award are not in fact earned by reason of the levels at which the Performance Goals are actually attained, then the phantom dividend equivalents credited to those unearned shares shall be cancelled, and Participant shall cease to have any right or entitlement to receive any distributions or other amounts with respect to those cancelled dividend equivalents. (d) Should Participant cease Continuous Service without vesting in one or more of the shares of Common Stock subject to this Award (including any shares which do not otherwise vest at that time after taking into account any applicable vesting acceleration provisions set forth in Paragraphs 3 and 5 of this Agreement), then the phantom dividend equivalents credited to those unvested shares shall be cancelled, and Participant shall thereupon cease to have any further right or entitlement to those cancelled amounts.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall not have any stockholder rights, including voting voting, dividend or dividend liquidation rights, with respect to the Shares subject to the Award until Participant becomes the record holder of those Shares following upon their actual issuance upon following the CorporationCompany’s collection of the applicable Withholding Taxes. (b) Notwithstanding the foregoing, should any stock dividenddividend or other distribution, whether regular or extraordinaryextraordinary and whether payable in cash, be declared and paid on the outstanding securities (other than Common Stock while one Stock) or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then Participant shall automatically be credited with an additional number of Restricted Stock Units equal to the number of shares of Common Stock which would have been paid on the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares been actually issued and outstanding and entitled to that dividend. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should any cash dividend, whether regular or extraordinaryother property, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a dollar amount equal phantom dividend equivalent to the amount of that actual dividend or distribution which would have been paid per share multiplied by on the number of Restricted Stock Units Shares at the time subject to this Award (plus had they been issued and outstanding and entitled to that dividend or distribution. As the number of additional shares previously Shares subsequently vest hereunder, the phantom dividend equivalents so credited to Participant pursuant to those Shares in the dividend equivalent right provisions of this Paragraph 4) as of the record date for the dividend. As of the first business day in January each year, the cash dividend amounts credited to the special book account during the immediately preceding calendar year shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) vest, and those cash vested dividend equivalent amounts by (ii) the average of the Fair Market Value per share of Common Stock on each of the dates in the immediately preceding calendar year on which those dividends on the outstanding Common Stock were paid. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and equivalents shall be distributed to Participant (in the form of additional Shares or in such other form as the Administrator deems appropriate under the circumstances) concurrently with the issuance of the vested Shares to which those Shares on the applicable Issue Datephantom dividend equivalents relate. However, each such distribution shall be subject to the CorporationCompany’s collection of the Withholding Taxes applicable to that distribution. To the extent any phantom dividend equivalents are to be distributed in Shares, then the following conversion process will be in effect. For each such dividend or distribution that is to be converted into Shares, the aggregate dollar value of the cash, securities or other property that would have been paid as an actual dividend or distribution on the Shares subject to this Award had they been actually issued and outstanding Shares at the time of such dividend or distribution will be divided by the Fair Market Value per Share measured as of the date on which such dividend or distribution was paid on the outstanding Common Stock, with any fractional Share rounded up to the next whole Share. The Administrator shall have the sole discretion to determine the dollar value of any such dividend or distribution paid other than in the form of cash, and its determination shall be controlling. (c) Should Participant cease Continuous Service without vesting in one or more of the Shares subject to this Award (including any Shares which do not otherwise vest at that time after taking into account any applicable vesting acceleration provisions set forth in Paragraphs 3 and 5 of this Agreement), then the phantom dividend equivalents credited to those unvested Shares shall be cancelled, and Participant shall thereupon cease to have any further right or entitlement to those cancelled amounts.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall not have any stockholder rights, including voting or dividend rights, with respect to the Shares subject to the Award until the Participant becomes the record holder of those Shares following their actual issuance upon the Corporation’s 's collection of the applicable Withholding Taxes. (b) . Notwithstanding the foregoing, should any stock dividenddividend or other distribution, whether regular or extraordinaryextraordinary and whether payable in cash, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then Participant shall automatically be credited with an additional number of Restricted Stock Units equal to the number of shares of Common Stock which would have been paid on the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares been actually issued and outstanding and entitled to that dividend. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should any cash dividend, whether regular or extraordinaryother property, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for the Participant and credited with a dollar amount equal phantom dividend equivalent to the amount of actual dividend or distribution which would have been paid on the Maximum Shares had they been issued and outstanding and entitled to that dividend paid per share multiplied by or distribution. As the number of Restricted Stock Units at Shares subsequently vest hereunder, the time subject to this Award (plus the number of additional shares previously phantom dividend equivalents so credited to Participant pursuant to those Shares in the dividend equivalent right provisions of this Paragraph 4) as of the record date for the dividend. As of the first business day in January each year, the cash dividend amounts credited to the special book account during the immediately preceding calendar year shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) those cash dividend equivalent amounts by (ii) the average of the Fair Market Value per share of Common Stock on each of the dates in the immediately preceding calendar year on which those dividends on the outstanding Common Stock were paid. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to the Participant (in the same form the actual dividend or distribution was paid to the holders of the Common Stock entitled to that dividend or distribution) concurrently with the issuance of the vested Shares to which those phantom dividend equivalents relate, and in any event within 21/2 months after the last day of any calendar quarter in which any Shares on subject to the applicable Issue DateAward became vested. The phantom dividend equivalents so credited to any Shares that do not vest pursuant to this Agreement shall be forfeited and the Participant shall cease to have any right or entitlement to receive any such phantom dividend equivalents. However, each such distribution shall be subject to the Corporation’s 's collection of the Withholding Taxes applicable to that distribution.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall not have any stockholder rights, including voting or dividend rights, with respect to the Shares subject to the Award until Participant becomes the record holder of those Shares following their actual issuance upon the Corporation’s collection of the applicable Withholding Taxes. (b) Notwithstanding the foregoing, should any stock dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then Participant shall automatically be credited with an additional number of Restricted Stock Units equal to the number of shares of Common Stock which would have been paid on the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares been actually issued and outstanding and entitled to that dividend. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should any cash dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book Revised 2/ /13 2 account shall be established for Participant and credited with a dollar amount equal to the amount of that dividend paid per share multiplied by the number of Restricted Stock Units at the time subject to this Award (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) as of the record date for the dividend. As of the first business day in January each year, the cash dividend amounts credited to the special book account during the immediately preceding calendar year shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) those cash dividend equivalent amounts by (ii) the average of the Fair Market Value per share of Common Stock on each of the dates in the immediately preceding calendar year on which those dividends on the outstanding Common Stock were paid. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall not have any stockholder rights, including voting or dividend rights, with respect to the Shares subject to the Award until Participant becomes the record holder of those Shares following their actual issuance upon the Corporation’s collection of the applicable Withholding Taxes.. Revised 2/8/16 (b) Notwithstanding the foregoing, should any stock dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then Participant shall automatically be credited with an additional number of Restricted Stock Units equal to the number of shares of Common Stock which would have been paid on the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares been actually issued and outstanding and entitled to that dividend. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should any cash dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a dollar amount equal to the amount of that dividend paid per share multiplied by the number of Restricted Stock Units at the time subject to this Award (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) as of the record date for the dividend. As of the first business day in January each year, the cash dividend amounts credited to the special book account during the immediately preceding calendar year shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) those cash dividend equivalent amounts by (ii) the average of the Fair Market Value per share of Common Stock on each of the dates in the immediately preceding calendar year on which those dividends on the outstanding Common Stock were paid. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall not have any stockholder rights, including voting or dividend rights, with respect to the Shares subject to the Award until Participant becomes the record holder of those Shares following their actual issuance upon the CorporationCompany’s collection of the applicable Withholding Taxes.. Revised 5/1/18 (b) Notwithstanding the foregoing, should any stock dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then Participant shall automatically be credited with an additional number of Restricted Stock Units equal to the number of shares of Common Stock which would have been paid on the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares been actually issued and outstanding and entitled to that dividend. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should any cash dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a dollar amount equal to the amount of that dividend paid per share multiplied by the number of Restricted Stock Units at the time subject to this Award (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) as of the record date for the dividend. As of the first business day in January each year, the cash dividend amounts credited to the special book account during the immediately preceding calendar year shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) those cash dividend equivalent amounts by (ii) the average of the Fair Market Value per share of Common Stock on each of the dates in the immediately preceding calendar year on which those dividends on the outstanding Common Stock were paid. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the CorporationCompany’s collection of the Withholding Taxes applicable to that distribution.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall not have any stockholder rights, including voting voting, dividend or dividend liquidation rights, with respect to the Shares shares of Common Stock subject to the Award until Participant becomes the record holder of those Shares following shares upon their actual issuance upon following the Corporation’s 's collection of the applicable Withholding Taxes. (b) . Notwithstanding the foregoing, should any stock dividenddividend or other distribution, whether regular or extraordinaryextraordinary and whether payable in cash, securities (other than Common Stock) or other property, be declared and paid on the outstanding Common Stock while one or more Performance Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then Participant shall automatically be credited with an additional number of Restricted Stock Units equal to the number of underlying shares of Common Stock which would have been paid on the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares been actually issued and outstanding and entitled to that dividend. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should any cash dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a dollar amount equal phantom dividend equivalent to the amount actual dividend or distribution that would have been paid on the maximum number of shares of Common Stock that can qualify as Performance-Qualified Shares under this Award, had that number of shares been issued and outstanding and entitled to that dividend or distribution. As one or more shares of Common Stock subsequently vest hereunder upon the satisfaction of the applicable vesting requirements for those shares, the phantom dividend equivalents credited to those particular shares in the book account shall vest, and those vested dividend equivalents shall be distributed to Participant (in the same form the actual dividend or distribution was paid per share multiplied by to the number holders of Restricted the Common Stock Units at entitled to that dividend or distribution or in such other form as the time Administrator deems appropriate under the circumstances) concurrently with the issuance of those vested shares. However, such distribution shall be subject to the Corporation's collection of the Withholding Taxes applicable to that distribution. To the extent any phantom dividend equivalents are to be distributed in shares of Common Stock, the following conversion process will be in effect. For each such dividend or distribution that is to be converted into shares of Common Stock, the aggregate dollar value of the cash, securities or other property that would have been paid as an actual dividend or distribution on the shares of Common Stock subject to this Award (plus had they been actually issued and outstanding shares at the number time of additional shares previously credited to Participant pursuant to the such dividend equivalent right provisions of this Paragraph 4) as of the record date for the dividend. As of the first business day in January each year, the cash dividend amounts credited to the special book account during the immediately preceding calendar year shall or distribution will be converted into a book entry of an additional number of Restricted Stock Units determined divided by dividing (i) those cash dividend equivalent amounts by (ii) the average of the Fair Market Value per share of Common Stock on each measured as of the dates in the immediately preceding calendar year date on which those dividends such dividend or distribution was paid on the outstanding Common Stock, with any fractional share of Common Stock were paidrounded up to the next whole share of Common Stock. The additional Restricted Stock Units so credited Administrator shall vest at have the same time as sole discretion to determine the Shares to which they relate dollar value of any such dividend or distribution paid other than in the form of cash, and its determination shall be distributed to Participant concurrently with controlling. (b) To the issuance extent the maximum number of those shares of Common Stock that can qualify as Performance-Qualified Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection under any Tranche or Subtranche of this Award is not in fact earned by reason of the Withholding Taxes level at which the Performance Goal applicable to that distributionTranche or Subtranche is actually attained, then the phantom dividend equivalents credited to those unearned shares shall be cancelled, and Participant shall cease to have any right or entitlement to receive any distributions or other amounts with respect to those cancelled dividend equivalents. (c) Should Participant cease Continuous Service without vesting in one or more of the shares of Common Stock subject to this Award (including any shares which do not otherwise vest at that time after taking into account any applicable vesting acceleration provisions set forth in this Agreement and the attached Schedules), then the phantom dividend equivalents credited to those unvested shares shall be cancelled, and Participant shall thereupon cease to have any further right or entitlement to those cancelled amounts.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall not have any stockholder rights, including voting voting, dividend or dividend liquidation rights, with respect to the Shares subject to the Award until Participant becomes the record holder of those Shares following upon their actual issuance upon following the Corporation’s collection of the applicable Withholding Taxes. (b) Notwithstanding the foregoing, should any stock dividenddividend or other distribution payable other than in shares of Common Stock, whether regular or extraordinary, be declared and paid on the Corporation’s outstanding Common Stock while in one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then Participant shall automatically be credited with an additional number of Restricted Stock Units equal to the number of shares of Common Stock calendar years during which would have been paid on the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares been actually issued and outstanding and entitled to that dividend. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should any cash dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a dollar amount equal phantom dividend equivalent in accordance with the following parameters: (i) For any dividend or distribution payable on or before the scheduled completion date of the Performance Period, such phantom dividend shall be equivalent to the amount of that actual dividend or distribution which would have been paid per share multiplied by on the number of Restricted Shares issuable under this Award at Extraordinary Level Attainment had that number of Shares been issued and outstanding and entitled to that dividend or distribution. The phantom dividend equivalents so credited shall be distributed to Participant in a lump sum (in cash or such other form as the Plan Administrator may deem appropriate in its sole discretion) within the sixty (60)-day period following the scheduled completion date of that Performance Period or as soon as administratively practicable thereafter, but in no event later than the fifteenth (15th) day of the third (3rd) calendar month following such scheduled completion date. However, to the extent one or more Shares subject to this Award are cancelled due to the failure to achieve Extraordinary Level Attainment of the Performance Goal applicable to those Shares, no phantom dividend equivalents shall be paid with respect to those particular Shares, and those phantom dividend equivalents shall be cancelled. (ii) For dividends or distribution payable on the outstanding Common Stock Units after the scheduled completion date of the Performance Period, such phantom dividend shall be equivalent to the actual dividend or distribution which would have been paid on the number of Shares at the time subject to this Award (plus the based on actual Performance Goal attainment, had that number of additional shares previously credited Shares been issued and outstanding and entitled to Participant pursuant to the that dividend equivalent right provisions of this Paragraph 4) as of the record date for the dividendor distribution. As of the first business day in January each year, the cash The phantom dividend amounts equivalents so credited to the special Participant’s book account during on one or more dates in any calendar quarter following the immediately preceding calendar year shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) those cash dividend equivalent amounts by (ii) the average scheduled completion date of the Fair Market Value per share of Common Stock on each of the dates in the immediately preceding calendar year on which those dividends on the outstanding Common Stock were paid. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and Performance Period shall be distributed to Participant concurrently with in a lump sum (in cash or such other form as the issuance of those Shares Plan Administrator may deem appropriate in its sole discretion) on the applicable Issue Date. However, each last business day of that calendar quarter. (iii) Each such distribution under this Paragraph 4(b) shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall not have any stockholder rights, including voting or dividend rights, with respect to the Shares subject to the Award until Participant becomes the record holder of those Shares following their actual issuance upon the Corporation’s collection of the applicable Withholding Taxes. (b) Notwithstanding the foregoing, should any stock dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then Participant shall automatically be credited with an additional number of Restricted Stock Units equal to the number of shares of Common Stock which would have been paid on the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares been actually issued and outstanding and entitled to that dividend. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should any cash dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a dollar amount equal to the amount of that dividend paid per share multiplied by the number of Restricted Stock Units at the time subject to this Award (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) as of the record date for the dividend. As No later than as of ____________ each year following the first business day in January Award Date and prior to the vesting date and no later than the vesting date (each yearsuch date a “Conversion Date”), the each cash dividend amounts amount credited to the special book account during since the immediately preceding calendar year Award Date or the most recent prior Conversion Date, as applicable, shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) those such cash dividend equivalent amounts amount by (ii) the average of the Fair Market Value per share of Common Stock on each of the dates in the immediately preceding calendar year during such period on which those dividends on the outstanding Common Stock were paid, rounded down to the nearest full share. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award Participant shall not have any stockholder rights, including voting voting, dividend or dividend liquidation rights, with respect to the Shares subject to the Award until Participant becomes the record holder of those Shares following their actual issuance upon the Corporation’s collection of the applicable Withholding Taxesissuance. (b) Notwithstanding the foregoing, should any stock dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then Participant shall automatically be credited with an additional number of Restricted Stock Units equal to the number of other distribution payable other than in shares of Common Stock which would have been paid on the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares been actually issued and outstanding and entitled to that dividend. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should any cash dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a dollar amount equal phantom dividend equivalent to the amount of actual dividend or distribution which would have been paid on those Shares had they been issued and outstanding and entitled to that dividend paid per share multiplied by or distribution. As the number of Restricted Stock Units at Shares vest hereunder, the time subject to this Award (plus the number of additional shares previously phantom dividend equivalents credited to those Shares in the book account shall concurrently vest, and those vested dividend equivalents shall subsequently be distributed to Participant (in cash or such other form as the Plan Administrator may deem appropriate in its sole discretion) at that time or at such later time as may be specified in the Participant’s Deferral Election for this Award. Should Participant elect on his or her Deferral Election to defer the Shares but not the phantom dividend equivalents pertaining to those Shares, then any dividend equivalents credited from time to time on those Shares after the date those Shares vest shall be paid to Participant within thirty (30) days after the date of the actual dividend or distribution to which those particular dividend equivalents relate. Should the Deferral Election provide for an installment distribution of the Shares and the deferral of the phantom dividend equivalents with respect to those Shares, then any additional amounts that are, during the installment distribution period, credited to the Participant’s special book account hereunder pursuant to the phantom dividend equivalent right provisions of this Paragraph 4) as equivalents attributable to the undistributed portion of the record date for Shares shall also be deferred and shall not be paid until the dividend. As deferred Shares to which those additional amounts pertain are issued in satisfaction of the first business day in January each year, the cash elected installment distribution. In no event shall such phantom dividend amounts credited to the special book account during the immediately preceding calendar year shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) those cash dividend equivalent amounts by (ii) the average of the Fair Market Value per share of Common Stock on each of the dates in the immediately preceding calendar year on which those dividends on the outstanding Common Stock were paid. The additional Restricted Stock Units so credited shall equivalents vest at the same time as or become distributable unless the Shares to which they relate and shall be distributed to Participant concurrently vest in accordance with the issuance terms of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distributionthis Agreement.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall not have any stockholder rights, including voting voting, dividend or dividend liquidation rights, with respect to the Shares shares of Common Stock subject to the Award until Participant becomes the record holder of those Shares following shares upon their actual issuance upon following the Corporation’s collection of the applicable Withholding Taxes. (b) Notwithstanding the foregoing, should any stock dividenddividend or other distribution, whether regular or extraordinaryextraordinary and whether payable in cash, securities (other than Common Stock) or other property, be declared and paid on the outstanding Common Stock while one or more Performance Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then Participant shall automatically be credited with an additional number of Restricted Stock Units equal to the number of underlying shares of Common Stock which would have been paid on the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares been actually issued and outstanding and entitled to that dividend. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should any cash dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a dollar amount equal phantom dividend equivalent to the amount of actual dividend or distribution that dividend would have been paid per share multiplied by on the maximum number of Restricted Stock Units at the time subject to this Award (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) as of the record date for the dividend. As of the first business day in January each year, the cash dividend amounts credited to the special book account during the immediately preceding calendar year shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) those cash dividend equivalent amounts by (ii) the average of the Fair Market Value per share of Common Stock on each that can qualify as Performance-Qualified Shares under this Award, had that number of shares been issued and outstanding and entitled to that dividend or distribution. As one or more shares of Common Stock subsequently vest hereunder upon the satisfaction of the dates applicable vesting requirements, the phantom dividend equivalents credited to those particular shares in the immediately preceding calendar year on which book account shall vest, and those dividends on the outstanding Common Stock were paid. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and vested dividend equivalents shall be distributed to Participant (in the same form the actual dividend or distribution was paid to the holders of the Common Stock entitled to that dividend or distribution or in such other form as the Administrator deems appropriate under the circumstances) concurrently with the issuance of those Shares on the applicable Issue Datevested shares. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) To the extent the maximum number of shares of Common Stock that can qualify as Performance-Qualified Shares under this Award are not in fact earned by reason of the levels at which the Performance Goals are actually attained, then the phantom dividend equivalents credited to those unearned shares shall be cancelled, and Participant shall cease to have any right or entitlement to receive any distributions or other amounts with respect to those cancelled dividend equivalents. (d) Should Participant cease Continuous Service without vesting in one or more of the shares of Common Stock subject to this Award (including any shares which do not otherwise vest at that time after taking into account any applicable vesting acceleration provisions set forth in Paragraphs 3 and 5 of this Agreement), then the phantom dividend equivalents credited to those unvested shares shall be cancelled, and Participant shall thereupon cease to have any further right or entitlement to those cancelled amounts.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award Participant shall not have any stockholder rights, including voting voting, dividend or dividend liquidation rights, with respect to the Shares subject to the each Substitute Award until Participant becomes the record holder of those Shares following their actual issuance upon the Corporation’s collection of the applicable Withholding Taxesunder that Substitute Award. (b) Notwithstanding the foregoing, should any stock dividenddividend or other distribution payable other than in shares of Common Stock, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then Participant shall automatically be credited with an additional number of Restricted Stock Units equal to the number of shares of Common Stock which would have been paid on the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares been actually issued and outstanding and entitled to that dividend. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should any cash dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award Substitute Awards (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant with respect to each such Substitute Award and credited with a dollar amount equal phantom dividend equivalent to the amount of actual dividend or distribution which would have been paid on the Shares subject to that Substitute Award had they been issued and outstanding and entitled to that dividend paid per share multiplied by or distribution. As the number of Restricted Stock Units at Shares vest under that Substitute Award, the time subject to this Award (plus the number of additional shares previously phantom dividend equivalents credited to those Shares in the book account shall concurrently vest, and those vested dividend equivalents shall subsequently be distributed to Participant (in cash or such other form as the Plan Administrator may deem appropriate in its sole discretion) at that time or at such later time as may be specified in the Participant’s Deferral Election for that Substitute Award. Should Participant elect in his or her Deferral Election to defer the Shares but not the phantom dividend equivalents pertaining to those Shares, then any dividend equivalents credited from time to time on those Shares after the date those Shares vest shall be paid to Participant within thirty (30) days after the date of the actual dividend or distribution to which those particular dividend equivalents relate. Should the Deferral Election provide for an installment distribution of the Shares and the deferral of the phantom dividend equivalents with respect to those Shares, then any additional amounts that are, pursuant to the phantom dividend equivalent right provisions of this Paragraph 4) as equivalents with respect to the undistributed portion of the record date for Shares, credited during the dividend. As of the first business day in January each year, the cash dividend amounts credited installment distribution period to the Participant’s special book account during hereunder for that Substitute Award shall also be deferred and shall not be paid until the immediately preceding calendar year shall be converted into a book entry of an deferred Shares to which those additional number of Restricted Stock Units determined by dividing (i) those cash dividend equivalent amounts by (ii) the average pertain are issued in satisfaction of the Fair Market Value per share of Common Stock on each of the dates in the immediately preceding calendar year on which those dividends on the outstanding Common Stock were paidelected installment distribution. The additional Restricted Stock Units so credited In no event shall such phantom dividend equivalents vest at the same time as or become distributable unless the Shares to which they relate and shall be distributed to Participant concurrently vest in accordance with the issuance terms of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distributionthis Agreement.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall not have any stockholder rights, including voting or dividend rights, with respect to the Shares subject to the Award until Participant becomes the record holder of those Shares following their actual issuance upon the Corporation’s collection of the applicable Withholding Taxes. (b) Notwithstanding the foregoing, should any stock dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then Participant shall automatically be credited with an additional number of Restricted Stock Units equal to the number of shares of Common Stock which would have been paid on the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares been actually issued and outstanding and entitled to that dividend. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should any cash dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a dollar amount equal to the amount of that dividend paid per share multiplied by the number of Restricted Stock Units at the time subject to this Award (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) as of the record date for the dividend. As No later than as of ____________ each year following the Award Date and prior to the last vesting date and no later than as of the first business day in January last vesting date (each yearsuch date a “Conversion Date”), the each cash dividend amounts amount credited to the special book account during since the immediately preceding calendar year Award Date or the most recent prior Conversion Date, as applicable, shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) those such cash dividend equivalent amounts amount by (ii) the average of the Fair Market Value per share of Common Stock on each of the dates in the immediately preceding calendar year during such period on which those dividends on the outstanding Common Stock were paid, rounded down to the nearest full share. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall not have any stockholder rights, including voting voting, dividend or dividend liquidation rights, with respect to the Shares subject to the Award until Participant becomes the record holder of those Shares following upon their actual issuance upon following the Corporation’s collection of the applicable Withholding Taxes. (b) Notwithstanding the foregoing, should any stock dividend, whether regular dividend or extraordinary, other distribution payable other than in shares of Common Stock be declared and paid on the Corporation’s outstanding Common Stock while in one or more Shares calendar years during which one or more Performance Share Units remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then Participant shall automatically be credited with an additional number of Restricted Stock Units equal to the number of shares of Common Stock which would have been paid on the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares been actually issued and outstanding and entitled to that dividend. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should any cash dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those underlying Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a dollar amount equal phantom dividend equivalent to the amount of actual dividend or distribution that dividend would have been paid per share multiplied by on the maximum number of Restricted Stock Units at the time subject to this Award (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) as of the record date for the dividend. As of the first business day in January each year, the cash dividend amounts credited to the special book account during the immediately preceding calendar year shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) those cash dividend equivalent amounts by (ii) the average of the Fair Market Value per share of Common Stock on each that can qualify as Performance-Qualified Shares under this Award, had that number of Shares been issued and outstanding and entitled to that dividend or distribution. To the extent one or more Shares subsequently vest hereunder upon the satisfaction of the dates applicable vesting requirements for those Shares, the phantom dividend equivalents credited to those particular Shares in the immediately preceding calendar year on which book account shall vest, and those dividends on the outstanding Common Stock were paid. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and vested dividend equivalents shall be distributed to Participant (in the same form the actual dividend or distribution was paid to the holders of the Common Stock entitled to that dividend or distribution or in such other form as the Plan Administrator deems appropriate under the circumstances) concurrently with the issuance of those vested Shares. (c) To the extent the maximum number of Shares on that can qualify as Performance-Qualified Shares under this Award is not in fact earned by reason of the level at which each of the Performance Goals is actually attained, then the phantom dividend equivalents credited to those unearned shares shall be cancelled, and Participant shall cease to have any right or entitlement to receive any distributions or other amounts with respect to those cancelled dividend equivalents. (d) Should Participant cease Service without vesting in one or more of the Performance-Qualified Shares subject to this Award (including any Performance-Qualified Shares which do not otherwise vest at that time after taking into account any applicable Issue Date. Howevervesting acceleration provisions set forth in this Agreement), each such then the phantom dividend equivalents credited to those unvested Performance-Qualified Shares shall be cancelled, and Participant shall thereupon cease to have any further right or entitlement to those cancelled amounts. (e) Each distribution under Paragraph 4(b) shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall not have any stockholder rights, including voting or dividend rights, with respect to the Shares subject to the Award until Participant becomes the record holder of those Shares following their actual issuance upon the CorporationCompany’s collection of the applicable Withholding Taxes. (b) Notwithstanding the foregoing, should any stock dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then Participant shall automatically be credited with an additional number of Restricted Stock Units equal to the number of shares of Common Stock which would have been paid on the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares been actually issued and outstanding and entitled to that dividend. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should any cash dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a dollar amount equal to the amount of that dividend paid per share multiplied by the number of Restricted Stock Units at the time subject to this Award (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) as of the record date for the dividend. As of the first business day in January each year, the cash dividend amounts credited to the special book account during the immediately preceding calendar year shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) those cash dividend equivalent amounts by (ii) the average of the Fair Market Value per share of Common Stock on each of the dates in the immediately preceding calendar year on which those dividends on the outstanding Common Stock were paid. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the CorporationCompany’s collection of the Withholding Taxes applicable to that distribution.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall not have any stockholder rights, including voting voting, dividend or dividend liquidation rights, with respect to the Shares subject to the Award until Participant becomes the record holder of those Shares following their actual issuance upon the Corporation’s collection of the applicable Withholding Taxes. (b) Notwithstanding the foregoing, should any stock dividenddividend or other distribution, whether regular or extraordinary, payable other than in shares of Class A Common Stock, be declared and paid on the Corporation’s outstanding Class A Common Stock while in one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then Participant shall automatically be credited with an additional number of Restricted Stock Units equal to the number of shares of Common Stock calendar years during which would have been paid on the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares been actually issued and outstanding and entitled to that dividend. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should any cash dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a dollar amount equal phantom dividend equivalent to the amount of actual dividend or distribution which would have been paid on the Shares had such Shares been issued and outstanding and entitled to that dividend paid per share multiplied or distribution; provided, however, that no such phantom dividend equivalent shall be credited with respect to your Performance Shares after they would have been settled absent Participant’s deferral of such Performance Shares unless otherwise determined by the number of Restricted Stock Units at Plan Administrator. As the time subject to this Award (plus Shares subsequently vest in one or more installments hereunder, the number of additional shares previously phantom dividend equivalents credited to Participant pursuant to those Shares in the dividend equivalent right provisions of this Paragraph 4) as of the record date for the dividend. As of the first business day in January each year, the cash dividend amounts credited to the special book account during the immediately preceding calendar year shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) vest, and those cash vested phantom dividend equivalent amounts by (ii) the average of the Fair Market Value per share of Common Stock on each of the dates in the immediately preceding calendar year on which those dividends on the outstanding Common Stock were paid. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and equivalents shall be distributed to Participant (in cash or such other form as the Plan Administrator may deem appropriate in its sole discretion) concurrently with the issuance of those the vested Shares on the applicable Issue Dateto which they relate. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. In no event shall any phantom dividend equivalents vest or become distributable unless the Shares to which they relate vest in accordance with the terms of this Agreement.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall not have any stockholder rights, including voting voting, dividend or dividend liquidation rights, with respect to the Shares shares of Common Stock subject to the Award until Participant becomes the record holder of those Shares following shares upon their actual issuance upon following the Corporation’s 's collection of the applicable Withholding Taxes. (b) . Notwithstanding the foregoing, should any stock dividenddividend or other distribution, whether regular or extraordinaryextraordinary and whether payable in cash, securities (other than Common Stock) or other property, be declared and paid on the outstanding Common Stock while one or more Performance Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then Participant shall automatically be credited with an additional number of Restricted Stock Units equal to the number of underlying shares of Common Stock which would have been paid on the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares been actually issued and outstanding and entitled to that dividend. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should any cash dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a dollar amount equal phantom dividend equivalent to the amount actual dividend or distribution that would have been paid on the maximum number of shares of Common Stock that can qualify as Performance-Qualified Shares under this Award, had that number of shares been issued and outstanding and entitled to that dividend or distribution. As one or more shares of Common Stock subsequently vest hereunder upon the satisfaction of the applicable vesting requirements for those shares, the phantom dividend equivalents credited to those particular shares in the book account shall vest, and those vested dividend equivalents shall be distributed to Participant (in the same form the actual dividend or distribution was paid per share multiplied by to the number holders of Restricted the Common Stock Units at entitled to that dividend or distribution or in such other form as the time Administrator deems appropriate under the circumstances) concurrently with the issuance of those vested shares. However, such distribution shall be subject to the Corporation's collection of the Withholding Taxes applicable to that distribution. To the extent any phantom dividend equivalents are to be distributed in shares of Common Stock, the following conversion process will be in effect. For each such dividend or distribution that is to be converted into shares of Common Stock, the aggregate dollar value of the cash, securities or other property that would have been paid as an actual dividend or distribution on the shares of Common Stock subject to this Award (plus had they been actually issued and outstanding shares at the number time of additional shares previously credited to Participant pursuant to the such dividend equivalent right provisions of this Paragraph 4) as of the record date for the dividend. As of the first business day in January each year, the cash dividend amounts credited to the special book account during the immediately preceding calendar year shall or distribution will be converted into a book entry of an additional number of Restricted Stock Units determined divided by dividing (i) those cash dividend equivalent amounts by (ii) the average of the Fair Market Value per share of Common Stock on each measured as of the dates in the immediately preceding calendar year date on which those dividends such dividend or distribution was paid on the outstanding Common Stock, with any fractional share of Common Stock were paidrounded down to the next whole share of Common Stock. The additional Restricted Stock Units so credited Administrator shall vest at have the same time as sole discretion to determine the Shares to which they relate dollar value of any such dividend or distribution paid other than in the form of cash, and its determination shall be distributed to Participant concurrently with controlling. (b) To the issuance extent the maximum number of those shares of Common Stock that can qualify as Performance-Qualified Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection under any Tranche of this Award is not in fact earned by reason of the Withholding Taxes level at which the Performance Goal applicable to that distributionTranche is actually attained, then the phantom dividend equivalents credited to those unearned shares shall be cancelled, and Participant shall cease to have any right or entitlement to receive any distributions or other amounts with respect to those cancelled dividend equivalents. (c) Should Participant cease Continuous Service without vesting in one or more of the shares of Common Stock subject to this Award (including any shares which do not otherwise vest at that time after taking into account any applicable vesting acceleration provisions set forth in this Agreement and the attached Schedule I), then the phantom dividend equivalents credited to those unvested shares shall be cancelled, and Participant shall thereupon cease to have any further right or entitlement to those cancelled amounts.

Stockholder Rights and Dividend Equivalents. (a) a. The holder of this Award shall not have any stockholder rights, including voting or dividend rights, with respect to the Shares PSUs subject to the Award until the Participant becomes the record holder of those Shares following the underlying shares of Common Stock upon their actual issuance upon following the Corporation’s collection of the applicable Withholding Taxes. (b) b. Notwithstanding the foregoing, should any stock dividenddividend or other distribution, whether regular or extraordinary, payable in cash or other property (other than shares of Common Stock) be declared and paid on the outstanding Common Stock while one or more Shares PSUs remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then Participant shall automatically be credited with an additional number of Restricted Stock Units equal to the number of shares of Common Stock which would have been paid on the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares been actually issued and outstanding and entitled to that dividend. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should any cash dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for the Participant and credited with a dollar amount equal phantom dividend equivalent to the amount actual dividend or distribution which would have been paid on the underlying shares of that dividend paid per share multiplied by the number of Restricted Common Stock Units at the time subject to this Award (plus had they been issued and outstanding and entitled to that dividend or distribution. As and to the number of additional shares previously extent that the PSUs subsequently vest hereunder, the phantom dividend equivalents so credited to Participant pursuant to those PSUs in the dividend equivalent right provisions of this Paragraph 4) as of the record date for the dividend. As of the first business day in January each year, the cash dividend amounts credited to the special book account during the immediately preceding calendar year shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) also vest, and those cash vested dividend equivalent amounts by (ii) the average of the Fair Market Value per share of Common Stock on each of the dates in the immediately preceding calendar year on which those dividends on the outstanding Common Stock were paid. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and equivalents shall be distributed to the Participant (in the same form the actual dividend or distribution was paid to the holders of the Common Stock entitled to that dividend or distribution) concurrently with the issuance payment of the vested PSUs to which those Shares on the applicable Issue Datephantom dividend equivalents relate. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. In no event shall any such phantom dividend equivalents vest or become distributable unless the PSUs to which they relate vest in accordance with the terms of this Agreement.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall not have any stockholder rights, including voting voting, dividend or dividend liquidation rights, with respect to the Shares subject to the Award until Participant becomes the record holder of those Shares following upon their actual issuance upon following the Corporation’s collection of the applicable Withholding Taxes. (b) Notwithstanding the foregoing, should any stock dividenddividend or other distribution payable other than in shares of Common Stock, whether regular or extraordinary, be declared and paid on the Corporation’s outstanding Common Stock while in one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then Participant shall automatically be credited with an additional number of Restricted Stock Units equal to the number of shares of Common Stock calendar years during which would have been paid on the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares been actually issued and outstanding and entitled to that dividend. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should any cash dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a dollar amount equal phantom dividend equivalent. For any dividend or distribution payable prior to the amount completion of that the Performance Period, such phantom dividend shall be equivalent to the actual dividend or distribution which would have been paid per share multiplied by on the number of Restricted Stock Units Shares issuable under this Award at Target Level Attainment had that number of Shares been issued and outstanding and entitled to that dividend or distribution. For dividends or distribution payable on or after the completion of the Performance Period, such phantom dividend shall be equivalent to the actual dividend or distribution which would have been paid on the number of Shares at the time subject to this Award (plus the based on actual Performance Goal attainment, had that number of additional shares previously credited Shares been issued and outstanding and entitled to Participant pursuant to the that dividend equivalent right provisions of this Paragraph 4) as of the record date for the dividendor distribution. As of the first business day in January each year, the cash The phantom dividend amounts equivalents credited to the special Participant’s book account during the immediately preceding a particular calendar year shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) those cash dividend equivalent amounts by (ii) the average of the Fair Market Value per share of Common Stock on each of the dates in the immediately preceding calendar year on which those dividends on the outstanding Common Stock were paid. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with (in cash or such other form as the issuance Plan Administrator may deem appropriate in its sole discretion) in one or more installments completed prior to the last day of those Shares on the applicable Issue Datethat calendar year. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall not have any stockholder rights, including voting or dividend rights, with respect to the Shares subject to the Award until Participant becomes the record holder of those Shares following their actual issuance upon the Corporation’s collection of the applicable Withholding Taxes. (b) Notwithstanding the foregoing, should any stock dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then Participant shall automatically be credited with an additional number of Restricted Stock Units equal to the number of shares of Common Stock which would have been paid on the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares been actually issued and outstanding and entitled to that dividend. The additional Revised 2/ /13 2 Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should any cash dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a dollar amount equal to the amount of that dividend paid per share multiplied by the number of Restricted Stock Units at the time subject to this Award (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) as of the record date for the dividend. As of the first business day in January each year, the cash dividend amounts credited to the special book account during the immediately preceding calendar year shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) those cash dividend equivalent amounts by (ii) the average of the Fair Market Value per share of Common Stock on each of the dates in the immediately preceding calendar year on which those dividends on the outstanding Common Stock were paid. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall not have any stockholder rights, including voting voting, dividend or dividend liquidation rights, with respect to the Shares subject to the Award until Participant becomes the record holder of those Shares following upon their actual issuance upon following the CorporationCompany’s collection of the applicable Withholding Taxes. (b) Notwithstanding the foregoing, should any stock dividend, whether regular dividend or extraordinary, other distribution payable other than in Shares be declared and paid on the Company’s outstanding Common Stock while in one or more Shares calendar years during which one or more Performance Stock Units remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then Participant shall automatically be credited with an additional number of Restricted Stock Units equal to the number of shares of Common Stock which would have been paid on the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares been actually issued and outstanding and entitled to that dividend. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should any cash dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those underlying Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a dollar amount equal phantom dividend equivalent to the amount actual dividend or distribution that would have been paid on the maximum number of Shares that can qualify as Performance-Qualified Shares under this Award, had that number of Shares been issued and outstanding and entitled to that dividend paid per share multiplied by or distribution. To the number extent one or more Shares subsequently vest hereunder upon the satisfaction of Restricted Stock Units at the time subject to this Award (plus applicable vesting requirements for those Shares, the number of additional shares previously phantom dividend equivalents credited to Participant pursuant to those particular Shares in the dividend equivalent right provisions of this Paragraph 4) as of the record date for the dividend. As of the first business day in January each year, the cash dividend amounts credited to the special book account during the immediately preceding calendar year shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) vest, and those cash vested dividend equivalent amounts by (ii) the average of the Fair Market Value per share of Common Stock on each of the dates in the immediately preceding calendar year on which those dividends on the outstanding Common Stock were paid. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and equivalents shall be distributed to Participant (in the same form the actual dividend or distribution was paid to the holders of the Common Stock entitled to that dividend or distribution or in such other form as the Plan Administrator deems appropriate under the circumstances) concurrently with the issuance of those vested Shares. (c) To the extent the maximum number of Shares on that can qualify as Performance-Qualified Shares under this Award is not in fact earned by reason of the level at which each of the Performance Goals is actually attained, then the phantom dividend equivalents credited to those unearned Shares shall be cancelled, and Participant shall cease to have any right or entitlement to receive any distributions or other amounts with respect to those cancelled dividend equivalents. (d) Should Participant cease Service without vesting in one or more of the Performance-Qualified Shares subject to this Award (including any Performance-Qualified Shares which do not otherwise vest at that time after taking into account any applicable Issue Date. Howevervesting acceleration provisions set forth in this Agreement), each such then the phantom dividend equivalents credited to those unvested Performance-Qualified Shares shall be cancelled, and Participant shall thereupon cease to have any further right or entitlement to those cancelled amounts. (e) Each distribution under Paragraph 4(b) shall be subject to the CorporationCompany’s collection of the Withholding Taxes applicable to that distribution.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall not have any stockholder rights, including voting voting, dividend or dividend liquidation rights, with respect to the Shares subject to the Award until Participant becomes the record holder of those Shares following upon their actual issuance upon following the Corporation’s collection of the applicable Withholding Taxes. (b) Notwithstanding the foregoing, should any stock dividend, whether regular dividend or extraordinary, other distribution payable other than in shares of Common Stock be declared and paid on the Corporation’s outstanding Common Stock while in one or more Shares calendar years during which one or more Performance Share Units remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then Participant shall automatically be credited with an additional number of Restricted Stock Units equal to the number of shares of Common Stock which would have been paid on the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares been actually issued and outstanding and entitled to that dividend. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should any cash dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those underlying Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a dollar amount equal phantom dividend equivalent to the amount of actual dividend or distribution that dividend would have been paid per share multiplied by on the maximum number of Restricted Stock Units at the time subject to this Award (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) as of the record date for the dividend. As of the first business day in January each year, the cash dividend amounts credited to the special book account during the immediately preceding calendar year shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) those cash dividend equivalent amounts by (ii) the average of the Fair Market Value per share of Common Stock on each that can qualify as Performance-Qualified Shares under this Award, had that number of Shares been issued and outstanding and entitled to that dividend or distribution. To the extent one or more Shares subsequently vest hereunder upon the satisfaction of the dates applicable vesting requirements for those Shares, the phantom dividend equivalents credited to those particular Shares in the immediately preceding calendar year on which book account shall vest, and those dividends on the outstanding Common Stock were paid. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and vested dividend equivalents shall be distributed to Participant (in the same form the actual dividend or distribution was paid to the holders of the Common Stock entitled to that dividend or distribution or in such other form as the Plan Administrator deems appropriate under the circumstances) concurrently with the issuance of those vested Shares. (c) To the extent the maximum number of Shares on that can qualify as Performance-Qualified Shares under this Award is not in fact earned by reason of the level at which the Performance Goal is actually attained, then the phantom dividend equivalents credited to those unearned shares shall be cancelled, and Participant shall cease to have any right or entitlement to receive any distributions or other amounts with respect to those cancelled dividend equivalents. (d) Should Participant cease Service without vesting in one or more of the Performance-Qualified Shares subject to this Award (including any Performance-Qualified Shares which do not otherwise vest at that time after taking into account any applicable Issue Date. Howevervesting acceleration provisions set forth in this Agreement), each such then the phantom dividend equivalents credited to those unvested Performance-Qualified Shares shall be cancelled, and Participant shall thereupon cease to have any further right or entitlement to those cancelled amounts. (e) Each distribution under Paragraph 4(b) shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution.