Effective Date of the Agreement. Employee shall have seven (7) days from the date he signs this Agreement to revoke his consent to the waiver of his rights under the Age Discrimination in Employment Act of 1967, as amended ("ADEA"). To do so, he must submit a written revocation to his Company HRM. If Employee revokes his consent to the waiver, all of the provisions of this Agreement shall be void and unenforceable. If Employee does not revoke his consent, the Agreement will take effect on the day after the end of this revocation period (the "Effective Date").

Agreement Not an Employment Contract. This Agreement is not an employment or service contract, and nothing in this Agreement or in the granting of the Restricted Shares shall be deemed to create in any way whatsoever any obligation on Participant’s part to continue as an employee of Company or any Subsidiary or on the part of Company or any Subsidiary to continue Participant’s employment or service as an Employee.

Notwithstanding any provision in this Award Agreement, any unvested PRSUs or any vested PRSUs that have not been settled yet will be forfeited if the Participant does not agree to the terms of any restrictive covenant agreement(s) containing non-competition, non-solicitation, confidentiality, assignment of business ideas and similar restrictions that may be presented to the Participant at any time (whether before or after the Grant Date) and that the Participant will be required to accept pursuant to such acceptance procedures (including electronic acceptance) as will be communicated to the Participant. If a restrictive covenant agreement is presented to the Participant, the restrictive covenant agreement will have to be accepted by the Participant within sixty (60) days and if not so accepted, the PRSUs will be forfeited, unless otherwise determined by the Corporation in its discretion.

For purposes of this Policy, “Value” means the grant date fair value as determined in accordance with U.S. generally accepted accounting principles, or such other methodology the Board or any committee of the Board designed by the Board with appropriate authority (the “Designated Committee”), as applicable, may determine prior to the grant of the applicable Award becoming effective.

To evidence its grant of the Award and the terms, conditions and restrictions thereof, ​ has signed this Agreement as of the Award Date. This Agreement shall not become legally binding unless you have accepted this Agreement by the Agreement due date noted with respect to the Award on the internet hosting website designated by ​ for the Plan (or such later date as the Chairman of the Committee may accept) pursuant to such means as the Committee may permit. If you fail to timely accept this Agreement, the Award shall be cancelled and forfeited ab initio.

Note: Dividend Credits are not applied unless tied to dividends that are paid after the later of the Effective Date or the Grant Date defined in the Agreement. The Example assumes that dividends of $0.50 per share are paid as of the indicated dates and that the share price appreciates at a rate of 1.5% each quarter.

AGREED AND ACCEPTED BY PARTIES ON THE GRANT DATE

Grant. Subject to the terms and conditions of the Plan, Awards may be awarded to Eligible Persons at any time and from time to time as determined by the Committee. The Committee shall determine the Eligible Persons to whom, and the time or times at which, grants of Awards will be made, the nature of each Award, the number of shares of Stock, Restricted Stock Units or other interests that are covered by or subject to such Award, the requirements for the vesting of such Award and any other restrictions applicable thereto, and the other terms and conditions of such Awards, in addition to those set forth in Section 5(b) and in the following Sections that apply to each specific type of Award. In the event of any inconsistency between this Section 5 and any of the following Sections that apply to a specific type of Award, the provisions of the Section applying to that specific type of Award will control.

Grant. Stock Appreciation Rights may be granted alone, in addition to or in tandem with other Awards granted under the Plan or cash awards made outside of the Plan. In the case of an Award of Stock Appreciation Rights relating to an Award of Non-Qualified Stock Options, such rights may be granted either at or after the time of the grant of the related Non-Qualified Stock Options. In the case of Incentive Stock Options, such rights may be granted in tandem with Incentive Stock Options only at the time of the grant of such Incentive Stock Options and exercised only when the Fair Market Value of the Stock subject to the Incentive Stock Option exceeds its Option Exercise Price.

Grant. The Committee has granted to You RSUs representing the right to receive [Shares Granted] Shares in consideration for services to be performed by You for the Company or an Affiliate.