Mandatory Conversions. For each calendar quarter commencing on or after July 1, 2014 in which the Plan is in effect, 50% of the aggregate dollar amount of a Participant’s Director’s Fees payable for such quarter up to $62,500, and 100% of the aggregate dollar amount of a Participant’s Director’s Fees payable for such quarter in excess of $62,500 shall be converted into a Stock Unit Award pursuant to Section 4(c) hereof.

Voluntary Conversions. For each calendar quarter in which the Plan is in effect, a Participant may elect to convert all or any portion of his Director’s Fees payable for such quarter (in addition to those required to be converted under Section 4(a) hereof) into a Stock Unit Award pursuant to Section 4(c) hereof. Each Voluntary Conversion shall be made on the basis of a Participant’s written election stating the amount by which such Director’s Fees shall be converted to a Stock Unit Award. Each such election shall be made in the form required by the Committee, shall be delivered to the Company no later than December 31 of the calendar year immediately preceding the calendar year for which the election is made, and shall be effective for each calendar quarter of such calendar year. In the case of a member of the Board who first becomes a Participant during a calendar year, such election for such year must be made within 30 days following such member becoming a Participant, and shall apply only to calendar quarters that begin following the date such election is made.