Deferral Election – Restriction and Retention Period. If the Participant makes a deferral election as described in Section 3 of this Agreement, then the Restricted Stock Units are subject to a Restriction Period which terminates on or, if Corporation’s Common Stock is not traded on such anniversary date, on the next date on which the Corporation’s Common Stock is traded. In addition, the Restricted Stock Units are subject to a Retention Period. The Retention Period will expire upon the Participant’s Separation from Service (within the meaning of section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder) (a “Separation From Service”) or death. Restricted Stock Units will not be settled in Restricted Stock Unit Shares until the expiration of both the Restriction Period and the Retention Period.

Retention Period. If and when a Change in Control occurs, ​ will continue to employ Employee and Employee will continue in the employ of ​ during the period (the “Retention Period”) that begins on the first date on which a Change in Control occurs (the “Change in Control Date”) and ends at the close of business on the second anniversary of the Change in Control Date, except that Employee’s employment may be terminated during the Retention Period as provided in Section 5 below.

A Director who elects to participate in the deferral of Director’s Fees under the Plan shall file a deferral election on a form, which shall indicate:

Deferral Period. If the Participant elects on the Deferral Election to have the shares underlying the Restricted Stock Unit award and/or Performance Stock Unit award deferred for a specified period, the shares shall be distributed, or commence to be distributed, within 30 days of the end of specified period as elected by the Participant. For example, if a Participant elects to have the shares underlying the 2022 grant of Restricted Stock Units which vest on December 31, 2024 deferred for 3 years, the shares shall be distributed within 30 days following December 31, 2027. If the Participant incurs a Termination of Employment prior to the end of the elected deferral period, the shares underlying the Restricted Stock Unit award and/or Performance Stock Unit award shall be distributed, or commence to be distributed, within 30 days following the end of the elected deferral period (the Termination of Employment is not a distribution event under this Section 4.1).

Period of Restriction. The Period of Restriction shall begin on the Grant Date and lapse, except as otherwise provided in Sections 3 and 4 of this Agreement, as follows:

Period of Restriction. The Award of Restricted Stock Units described in this Agreement shall be subject to the Period of Restriction as set forth in Paragraph 2; for purposes of this Agreement, “Period of Restriction” means the period of time after which the Award shall be deemed “vested” and settled in cash as provided in the Plan and this Agreement. The Restricted Stock Units awarded hereunder, and all rights with respect to such Restricted Stock Units, may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated.

Restriction Period; Payment. Subject to the terms of this Agreement and the Plan and provided that Grantee remains continuously employed throughout the restriction periods set forth below, one-third (1/3) of the Restricted Stock Units shall vest per year over three years on each September 30th following the Grant Date (each a “Vesting Date”), as set forth below:

Renewal. A Participant who has revoked a Deferral Election may file a new Deferral Election to defer Compensation payable with respect to services performed or a performance period ending in the calendar year following the year in which such new Deferral Election is filed.

Once a deferral election is made, the election may not be revoked and the deferral period may not be accelerated except as provided under this Plan document.

Restrictions. Until the expiration of the Restriction Period and the Retention Period, Restricted Stock Units granted under this Award shall be subject to the following restrictions: