The present Addendum does not amend this Section.

RESTRICTED STOCK UNIT AWARD. A Restricted Stock Unit Award shall be similar in nature to a Restricted Stock Award except that no Shares are actually issued or transferred to the Participant until a later date specified in the applicable Award Agreement. Each Restricted Stock Unit shall have a value equal to the Fair Market Value of a Share.

Calculation of Value of a Restricted Stock Unit Award. The value of a Restricted Stock Unit award to be granted under this Director Compensation Policy will be determined based on the unweighted average closing price of a share of Common Stock on the New York Stock Exchange, or such other national securities exchange on which the Common Stock is then traded, over the thirty (30) consecutive trading day period (or such lesser period, as applicable, if the Common Stock has not yet traded for thirty (30) consecutive trading days) immediately preceding the date that is five (5) trading days prior to the date of grant of such award.

Restricted Stock Unit Award. The Company hereby grants to the Participant the number of Restricted Stock Units listed in the Notice of Grant as of the Date of Grant. Such number of Restricted Stock Units may be adjusted from time to time pursuant to [Section 10(c)] of the Plan.

Calculation of Value of a Restricted Stock Unit Award. The value of a Restricted Stock Unit award to be granted under this Director Compensation Policy will be determined based on the unweighted average closing price of a share of Common Stock on the New York Stock Exchange, or such other national securities exchange on which the Common Stock is then traded, over the thirty (30) consecutive trading day period (or such lesser period, as applicable, if the Common Stock has not yet traded for thirty (30) consecutive trading days) immediately preceding the date that is five (5) trading days prior to the date of grant of such award.

Restricted Stock Unit Award. The Committee is authorized to grant Restricted Stock Unit Awards to any Eligible Person on the following terms and conditions:

Grant of Restricted Stock Unit Award. Subject to the terms of this Agreement and the Plan, the Company hereby grants the Participant, as a matter of separate inducement and agreement in connection with his or her employment with the Company, and not in lieu of any salary or other compensation for his or her services, a Restricted Stock Unit Award (the “Award”) for up to the maximum number of Shares as is set forth in [Section 3 of Schedule A]. The Participant expressly acknowledges that the terms of [Schedule A] shall be incorporated herein by reference and shall constitute part of this Agreement. The Company and the Participant further acknowledge and agree that the signatures of the Company and the Participant on the Grant Notice contained in [Schedule A] shall constitute their acceptance of the terms of the Plan and this Agreement and their agreement to be bound by the terms of the Plan and this Agreement.

Grant of Restricted Stock Unit Award. The Company hereby grants to the Participant, as of the Grant Date specified above, the number of RSUs specified above. Except as otherwise provided by the Plan, the Participant agrees and understands that nothing contained in this Agreement provides, or is intended to provide, the Participant with any protection against potential future dilution of the Participant’s interest in the Company for any reason, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of the Shares underlying the RSUs, except as otherwise specifically provided for in the Plan or in Section 18 of this Agreement.

Grant of Restricted Stock Unit Award. The Company hereby grants to the Participant the above-designated number of Restricted Stock Units, on the terms and conditions set forth in the Plan and this Agreement, subject to adjustment as set forth in the Plan.

Restricted Stock Unit Award. Restricted Stock Unit Award shall mean an Award as described in Section 6.5.