Dividends and Other Distributions. At the discretion of the Compensation Committee, Participants holding Performance Shares may be entitled to receive dividend equivalents with respect to dividends declared with respect to the Shares. Such dividend equivalents may be in the form of cash, Shares, Restricted Stock, or Restricted Stock Units and may be subject to such accrual, forfeiture, or payout restrictions as determined by the Compensation Committee in its sole discretion and as evidenced in the Award Agreement. Notwithstanding the foregoing, with respect to Performance Awards granted after May 4, 2010, Participants holding Performance Shares may only be entitled to receive dividend equivalents with respect to the vested portions of Performance Awards.

Dividends10.4Voting Rights; Dividend Equivalent Rights and Other Distributions. AtParticipants shall have no voting rights with respect to shares of Stock represented by Performance Shares until the discretiondate of the Compensationissuance of such shares, if any (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). However, the Committee, Participants holdingin its discretion, may provide in the Award Agreement evidencing any Performance Shares maythat the Participant shall be entitled to receive dividend equivalents with respect to dividends declaredaccrue Dividend Equivalents with respect to the Shares.payment of cash dividends on Stock during the period beginning on the date the Award is granted and ending, with respect to the particular shares subject to the Award, on the earlier of the date on which the Performance Shares are settled or the date on which they are forfeited. Such dividend equivalents may beDividend Equivalents, if any, may, as determined by the Committee, accrue in the form of cash, Shares, Restricted Stock,additional Performance Shares or Restricted Stock Unitsin a notional account. Accrued Dividend Equivalents, if any, will only be paid to the extent that the Performance Goals underlying the original Performance Shares have been attained and maythe Performance Shares to which such Dividend Equivalents relate become vested or are otherwise to be subject to such accrual, forfeiture, or payout restrictionssettled, as determined by the Compensation CommitteeCommittee. Settlement of Dividend Equivalents may be made in its sole discretioncash, shares of Stock, or a combination thereof as determined by the Committee, and may be paid on the same basis as evidenced insettlement of the Award Agreement. Notwithstanding the foregoing, with respect torelated Performance Awards granted after May 4, 2010, Participants holding Performance Shares may only be entitled to receive dividend equivalents with respect to the vested portions of Performance Awards.Share.

Dividends and Other Distributions. At the discretion of the Compensation Committee, Participants holding Performance Shares may be entitled to receive dividend equivalents with respect toany dividends declared with respect to the Shares. Such dividend equivalents may beShares which have been earned in the formconnection with grants of cash, Shares, Restricted Stock, Performance Units and/or Restricted Stock Units and mayPerformance Shares which have been earned, but not yet distributed to Participants (such dividends shall be subject to suchthe same accrual, forfeiture, orand payout restrictions as determined by the Compensation Committee in its sole discretion and as evidenced in the Award Agreement. Notwithstanding the foregoing,apply to dividends earned with respect to Performance Awards granted after May 4, 2010,Shares of Restricted Stock, as set forth in Section 8.6 herein). In addition, Participants holding Performance Shares may onlymay, at the discretion of the Committee, be entitled to receive dividend equivalentsexercise their voting rights with respect to the vested portions of Performance Awards.such Shares.

DividendsSection # Dividend Equivalents. The Committee may, at the Grant Date of Performance Shares, provide for the payment of dividend equivalents to the Participant either in cash or in additional Shares on a contingent basis, subject in all cases to deferral and Other Distributions. Atpayment on a contingent basis based on the discretionParticipant’s earning of the Compensation Committee, Participants holding Performance Shares may be entitled to receive dividend equivalents with respect to dividends declared with respect to the Shares. Suchwhich such dividend equivalents may be in the form of cash, Shares, Restricted Stock, or Restricted Stock Units and may be subject to such accrual, forfeiture, or payout restrictions as determined by the Compensation Committee in its sole discretion and as evidenced in the Award Agreement. Notwithstanding the foregoing, with respect to Performance Awards granted after May 4, 2010, Participants holding Performance Shares may only be entitled to receive dividend equivalents with respect to the vested portions of Performance Awards.are paid.

Dividends and Other Distributions. AtDividend Equivalents. In the sole and complete discretion of the Compensation Committee, Participants holdingan Award (other than an Option or a Stock Appreciation Right) may provide the Participant with dividends or Dividend Equivalents, payable in cash, Shares, other securities or other property on a current or deferred basis. All dividends or Dividend Equivalents that are not paid currently may, at the Committee’s discretion, accrue interest, be reinvested into additional Shares, or, in the case of dividends or Dividend Equivalents credited in connection with Performance Shares mayAwards, be entitled to receive dividend equivalents with respect tocredited as additional Performance Awards, and such dividends declared with respectand Dividend Equivalents shall be paid to the Shares. Such dividend equivalents may be inParticipant if and when, and to the form of cash, Shares, Restricted Stock, or Restricted Stock Units and may be subjectextent that, payment is made pursuant to such accrual, forfeiture, or payout restrictions as determined by the Compensation Committee in its sole discretion and as evidenced in the Award Agreement. Notwithstanding the foregoing, with respect to Performance Awards granted after May 4, 2010, Participants holding Performance Shares may only be entitled to receive dividend equivalents with respect to the vested portions of Performance Awards.Award.

DividendsThe Committee may, on the Date of Grant of Performance Shares or Performance Units, provide for the payment of dividend equivalents to the holder thereof either in cash or in additional shares of Common Stock, which dividend equivalents will be subject to deferral and Other Distributions. Atpayment on a contingent basis based on the discretionParticipant’s earning and vesting of the Compensation Committee, Participants holding Performance Shares may be entitled to receive dividend equivalentsor Performance Units, as applicable, with respect to dividends declared with respect to the Shares. Suchwhich such dividend equivalents may be in the form of cash, Shares, Restricted Stock, or Restricted Stock Units and may be subject to such accrual, forfeiture, or payout restrictions as determined by the Compensation Committee in its sole discretion and as evidenced in the Award Agreement. Notwithstanding the foregoing, with respect to Performance Awards granted after May 4, 2010, Participants holding Performance Shares may only be entitled to receive dividend equivalents with respect to the vested portions of Performance Awards.are paid.

Dividends and Other Distributions. AtDividend Equivalents. A Participant will have no voting rights or dividend rights with respect to the discretion of the Compensation Committee, Participants holding Performance Shares mayor any shares of Stock underlying the Performance Shares during the Performance Period. No Participant will be entitled to receive any cash dividends or dividend equivalents with respect to dividends declaredPerformance Shares during the Performance Period. However, at the same time that shares of Stock are issued under Section 5 or Section 6, the Participant (or the Participant’s beneficiary determined in accordance with respectSection 10) will also receive a lump sum cash payment equal to the Shares. Such dividend equivalents may be in the formamount of cash, Shares, Restricted Stock, or Restricted Stock Units and may be subject to such accrual, forfeiture, or payout restrictions as determinedcash dividends paid by the Compensation Committee in its sole discretion and as evidenced inCompany that were declared during the Award Agreement. NotwithstandingPerformance Period on the foregoing, with respect to Performance Awards granted after May 4, 2010, Participants holding Performance Shares may only be entitled to receive dividend equivalents with respectnumber of shares of Stock issued to the vested portions of Performance Awards.Participant (or the Participant’s beneficiary).

Dividends and Other Distributions. At the discretion ofAny Participant selected by the Compensation Committee, Participants holding Performance SharesCommittee may be entitled to receivegranted dividend equivalents with respect tobased on the dividends declared with respect to the Shares. Such dividend equivalents may be in the form of cash, Shares, Restricted Stock, or Restricted Stock Units and may beon Shares that are subject to such accrual, forfeiture,any Award, to be credited as of dividend payment dates, during the period between the date the Award is granted and the date the Award is exercised, vests or payout restrictionsexpires, as determined by the Compensation Committee in its sole discretion and as evidenced in the Award Agreement. Notwithstanding the foregoing,Committee; provided, however, that, with respect to Performance Awards granted after May 4, 2010, Participants holding Performance Sharesdividend equivalents may only be entitled to receive dividend equivalentscredited with respect to the vested portions of Performance Awards. Such dividend equivalents shall be converted to cash or additional Shares by such formula and at such time and subject to such limitations as may be determined by the Compensation Committee.