Deferral Election. Each Director may elect, with respect to any Year, that all or any percentage of his or her Eligible Compensation be deferred in accordance with the terms of this Plan.

I hereby irrevocably elect to receive the cash and shares of Stock issuable pursuant to any RSUs (and any associated Dividend Equivalents) granted to me in ​ and any future calendar years, until such time as a new signed Deferral Election Form is received by

Eligible employees who are members of a select group of management or highly compensated employees may elect to defer all or a portion of an incentive compensation award until the earlier to occur of the eligible employee’s # Disability or # Separation from Service. Anyone who has made a deferral shall remain a “participant” until such individual has received payment of all of his or her accounts under this Plan. A deferral must be expressed either as “all” or a specified percentage effective for 2024 and future calendar years. The granting of an incentive compensation award is discretionary and neither delivery of deferral election materials nor an election to defer shall affect entitlement to such an award. All deferral elections made under the Plan are irrevocable. It is intended that this arrangement qualify as, and shall be administered to qualify as being unfunded and being primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees.

Deferral Elections. Notwithstanding the foregoing, subject to any conditions deemed appropriate from time to time by the Committee (including suspension of the right to elect deferrals or to make changes to any existing deferral election), the Awardee may elect to defer the delivery of the Stock to be delivered in settlement of the Units using such deferral election form as approved by the Committee from time to time.

Deferral Elections. A Monthly Deferral Participant in the Plan may file an Election Form with the Plan Administrator on or before the date specified in accordance with [Section 4(c)] hereof. The Election Form shall permit the Monthly Deferral Participant to specify the Deferral Amount, subject to a minimum annual Deferral Amount of five thousand dollars ($5,000), for the deferral of Monthly Compensation, or such amounts as may be specified by the Plan Administrator in its sole discretion, and whether such Deferral Amount shall be credited in cash to his or her Deferred Compensation Account or in Shares to his or her Deferred Stock Account, pursuant to Section 5(a) hereof. The Election Form shall also set forth the terms of distribution of the Participant’s Account in accordance with Section 6 hereof and the Participant’s Beneficiary designation. All elections to defer compensation under the Plan are irrevocable, and no changes to any Election Form delivered to the Plan Administrator shall be permitted, except as specifically provided under the terms of the Plan.

Deferral Credit. A “Deferral Credit” is the amount credited to a Participant’s Account pursuant to Section 3.1.

Deferral Elections. An Employee who satisfies the eligibility requirements of Section 2 may, at the time and in the manner provided hereunder, elect to defer the receipt of his or her Eligible Compensation.

Deferral Credits. Deferral Credits (and related Earnings Credits) of each Participant shall be fully (100%) vested and nonforfeitable at all times, except as otherwise provided.

Deferral Elections. On or before December 31 of any calendar year, an Officer may elect to defer receipt of Base Salary otherwise payable to the Officer for services rendered in a subsequent calendar year. On or before the 30th day after the date such Long-Term Incentive Award is granted and subject to the requirements of Code Section 409A, an Officer may elect to defer the amount payable in respect of any Parent-Based Award or Time-Vesting Award but solely to the extent that such Award would not vest earlier than 12 months following such election. To the extent that any Time-Vesting Award or Parent-Based Award vests within 12 months of any deferral election, such election shall be void. On or before June 30 of any calendar year and subject to the requirements of Code Section 409A, an Officer who has been continuously employed by the Participating Companies from the later of # January 1 of the calendar year in which the Officer’s services in respect of such award commence and # the date on which the performance criteria with respect to the subject Cash Bonus or Performance-Vesting Award were established may elect to defer receipt of Cash Bonuses and Performance-Vesting Awards otherwise payable to the Officer with respect to a performance period ending on December 31 of the year in which the deferral election is made. Furthermore, when an Officer who is not (and has not during the immediately preceding 24 months been) eligible to participate in any other plan, program or arrangement of the Company which must be aggregated with the Plan for purposes of Code Section 409A first becomes eligible to participate in the Plan, the Officer may elect, within the 30 day period immediately following such eligibility date, to defer receipt of Base Salary otherwise payable to the Officer in the calendar year in which such eligibility date occurs with respect to services performed after the date of the Deferral Election. A Deferral Election shall be made by written or electronic notice on a form or in a manner prescribed by or acceptable to the Company and shall be effective only when properly filed with the Company. The Company may from time to time establish minimum and maximum amounts (which may be stated as percentages of Compensation) that an Officer may defer. Any Deferral Election shall be subject to such conditions as the Company shall determine.

The schedule of annual retainers (the “Annual Retainers”) for the Non-Employee Directors is as follows: