If on any date before the Phantom Shares are fully vested in accordance with Section 2(b) above or forfeited in accordance with Section 2(d) below, while the Participant is employed by the Company, there occurs a record date for a cash dividend with respect to the Common Stock, then the Participant shall receive a cash payment equal to the product of # the number of Phantom Shares granted on or prior to such record date and # the per share cash amount of such dividend (“Dividend Amount”).

In addition, except in the event of a termination of employment by the Company for Cause or a termination of employment by the Participant without Good Reason, the Participant shall receive a cash payment equal to the product of # the per share cash amount of the next cash dividend declared after the Participant’s termination of employment and # the number of Phantom Shares granted on or prior to the declaration date for such dividend (“Additional Dividend Amount”).