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. The Committee has granted You RSUs representing [Number of Shares Granted] Shares in consideration for services to be performed by You for the Company or a Subsidiary of the Company.

Grant. The Company hereby grants to Participant for past services and as a separate incentive in connection with his future services and not in lieu of any salary or other compensation for his services, this Award subject to all of the terms and conditions in this RSA Agreement. The issuance of this Award to Participant has been approved by the Board.

Grant. Subject to the provisions of the Plan, the Committee shall have sole and complete authority to determine the Participants to whom Options shall be granted, the number of Shares subject to each Award, the exercise price and the conditions and limitations applicable to the exercise of an Option. A person who has been granted an Option under this Plan may be granted additional Options under the Plan if the Committee shall so determine. Options granted under this Plan may be Incentive Stock Options, Non-Qualified Stock Options or a combination of the foregoing, provided that Incentive Stock Options may be granted only to Employees. Each grant shall specify whether (or the extent to which) the Option is an Incentive Stock Option or a Non-Qualified Stock Option. Notwithstanding any such designation, to the extent that the aggregate Fair Market Value of the Shares with respect to which Options designated as Incentive Stock Options are exercisable for the first time by a Participant during any calendar year (under all Plans of the Company) exceeds $100,000, such Options shall be treated as Non-Qualified Stock Options.