Program Awards. Program Awards will consist of restricted stock units (“RSUs”) awarded under [Section 9] of the Plan. An Eligible Director shall be automatically granted a Program Award in the form of RSUs as follows: # in the case of an Eligible Director who is first elected to the Board between annual meetings of stockholders of the Company, on the date of such first election; and # in case of each Eligible Director (including an Eligible Director described in [clause (i)]) who is elected (including reelected) at an annual meeting of stockholders of the Company, immediately following each such annual meeting.

Amount of Program Awards. Each Program Awards willAward shall consist of restricted stock units (“RSUs”) awarded under [Section 9]the sum of # a number of RSUs determined by dividing the annual cash retainer that has been established as of Selection Date for the ensuing year (determined before any reduction in the annual cash retainer the Eligible Director has elected pursuant to Paragraph 4(a) hereof) by the Fair Market Value of a Share on the grant date of the Plan. An Eligible Director shall be automatically granted aProgram Award, plus # the number of RSUs, if any, described in the last sentence of Paragraph 4(a) hereof. Notwithstanding the foregoing, the Program Award in the form of RSUs as follows: # in the case ofgranted to an Eligible Director who isin connection with his election for the first electedtime to the Board between annual meetings of stockholders of the Company, on the date of such first election; and # in case of each Eligible Director (including an Eligible Director described in [clause (i)]) who is elected (including reelected)other than at an annual meeting of stockholders shall consist of the Company, immediatelynumber of RSUs determined as provided in ​ with the following eachmodification: in lieu of the full annual cash retainer determined under [clause (i)], the amount divided by the Fair Market Value of a Share on the grant date shall be the annual cash retainer that has been established as of the most recent Selection Date multiplied by a fraction, the numerator of which is the number of months or portions thereof remaining between the date of grant and the date of the next scheduled annual meeting of stockholders of the Company (or, if such annual meeting.meeting has not yet been scheduled, between the date of grant and the first anniversary of the most recent annual meeting of stockholders of the Company) and the denominator of which is twelve (12).

Eligibility for Award. On the date of restricted stock units (“RSUs”) awarded under [Section 9]each of the Plan. An Eligible Director shall be automatically granted a Program Award in the form of RSUs as follows: # in the case ofCompany’s annual stockholders’ meetings (the “Annual Meeting”), each person who is or becomes an Eligible Director who is first elected toat such meeting and whose service on the Board between annual meetings of stockholders of the Company, on the date ofis expected to continue following such first election; and # in case of each Eligible Director (includingmeeting shall be granted an RSU Award. The grant entitles an Eligible Director describedto receive Shares on a one-to-one RSU-to-Share basis upon vesting as set forth in [clause (i)]) who is elected (including reelected) at an annual meeting of stockholders of the Company, immediately following each such annual meeting.vesting schedule in the Award Agreement, subject to the terms and conditions set forth herein and in the Award Agreement.