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Deferred Shares
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Upon receipt of a duly filed deferral election, the Company shall establish a Deferred Compensation Account to which shall be credited an amount equal to that portion of the Director’s Fees which would have been payable currently to the participating Director but for the terms of the deferral election and which is not converted into Stock Units. If the deferral election includes an election to convert a percentage of the Director’s Fees deferred pursuant to the election into Stock Units, the number of full and fractional Stock Units shall be determined by dividing the amount subject to such an election by the Value of the Company’s common stock on the Valuation Date. For the avoidance of doubt, a Director may not elect a transfer of credits between the Director’s Deferred Compensation Account and Stock Units.

Executive Deferred Compensation Plan. If Participant is eligible, and has made the appropriate election, to defer the Award into Executive Deferred Compensation Plan (the “Deferral Plan”), and the Award is eligible for deferral under the Deferral Plan, then at the time of vesting, the Restricted Stock Units that would otherwise vest under this Agreement (but not any Dividend Equivalents, which shall be delivered to Participant in accordance with Paragraph 10), instead of being delivered to Participant shall be credited to Participant’s account under the Deferral Plan, subject to and in accordance with the terms and conditions of the Deferral Plan and any related deferral agreement.

Maintenance of Deferred Accounts. A recordkeeping account shall be established and maintained in the name of each Non-Employee Director. Amounts which are deferred hereunder shall be converted into units (“Units”) based on the Fair Market Value of the Company’s common stock, and such Units (including any fractional Units) shall be credited to the Non-Employee Director’s account. The conversion and crediting of deferrals shall occur as of the date that such deferred amounts would otherwise have been payable to the Non-Employee Director. Dividend equivalents earned on the basis of whole Units previously credited to a Non-Employee Director’s account shall be credited to the Non-Employee Director’s account as Units, including fractional Units, on the date any such dividend has been declared to be payable on Shares. Units, excluding fractional Units, shall earn dividend equivalents from the date such Units are credited to a Non-Employee Director’s account until the date such Units are converted into Shares and distributed. Dividend equivalents shall be computed by multiplying the dividend paid per Share during the period Units are credited to a Non-Employee Director’s account times the number of whole Units so credited, but Units shall earn such dividend equivalents only as, if, and when dividends are declared and paid on Shares.

Accounting for Deferred Compensation. The Plan Administrator will establish and maintain an individual Account or Accounts under the name of each Participant under the ERA. Depending on the Participant's selection of an investment crediting rate option pursuant to [Section 4.4], the Plan Administrator may set up a Cash Account and/or a Stock Unit Account.

The parties acknowledge and agree that, to the extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof. Notwithstanding any provision of this Agreement to the contrary, in the event that the Employer determines that any amounts payable hereunder will be immediately taxable to the Employee under Section 409A of the Code and related Department of Treasury guidance, the Employer may # adopt such amendments to this Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Employer determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by this Agreement and/or # take such other actions as the Employer determines necessary or appropriate to comply with the requirements of Section 409A of the Code and related Department of Treasury guidance, including such Department of Treasury guidance and other interpretive materials as may be issued after the date hereof.

Nonqualified Deferred Compensation Rules. Notwithstanding anything herein or in the Plan to the contrary, the DSUs granted pursuant to this Agreement are intended to be compliant with the applicable requirements of Nonqualified Deferred Compensation Rules and shall be limited, construed and interpreted in accordance with such intent. If the Participant is deemed to be a “specified employee” within the meaning of the Nonqualified Deferred Compensation Rules, as determined by the Committee, at a time when the Participant becomes eligible for settlement of the DSUs upon his “separation from service” within the meaning of Section 409A of the Code, then to the extent necessary to prevent any accelerated or additional tax under the Nonqualified Deferred Compensation Rules, such settlement will be delayed until the earlier of: # the date that is six months following the Participant’s separation from service and # the Participant’s death. Notwithstanding the foregoing, the Company and its Affiliates make no representations that the DSUs provided under this Agreement are exempt from or compliant with the Nonqualified Deferred Compensation Rules and in no event shall the Company or any Affiliate be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with the Nonqualified Deferred Compensation Rules.

Investment of Deferred Amounts. All amounts credited to an Account shall be credited annually, as of the end of each calendar year, with interest at an annual rate designated from time to time by the Committee. This crediting rate initially shall be equal to 120% of the Applicable Federal Rate (the “AFR”) - either the fixed mid-term or long-term AFR, as appropriate for the Participant's selected deferral period. The Committee may, in its sole discretion, modify the crediting rate(s)prospectively at any time, with respect to either amounts already credited to an Account or amounts to be credited in the future pursuant to an existing or future election to defer compensation. Interest shall continue to be credited until the Account has been fully distributed to a Participant or to his beneficiary or beneficiaries designated pursuant to Section 10(d) below.

Deferred Stock Unit Award. The Company hereby grants to Holder an aggregate of ​ Deferred Stock Units (“Award DSUs”) on the terms and conditions set forth in the Plan and supplemented in this Award, including, without limitation, the restrictions more specifically set forth in Sections 2 and 5 below. Such Award DSUs shall be credited to Holder’s account. The Award DSUs shall be adjusted from time to time as provided in the Plan.

Deferred Stock Unit Award. In consideration of the Director's services to the Company and for other good and valuable consideration, the Company shall, effective on the date set forth set forth above, grant to the Director a number of shares of deferred stock units (the “Units”) equal to the value of [$150,000] divided by the closing price of the Company’s common stock, par value $.01 per share (the “Common Stock”) on the New York Stock Exchange on April 25, 2024. Each Unit represents the right to receive one Share of the Company’s Common Stock. The Units granted to the Director will be credited to an account in the Director’s name maintained by the Company (the “Account”). This Account shall be unfunded and maintained for book-keeping purposes only. The number of Units subject to this Agreement shall be subject to adjustment as set forth in [Section 4.6] of the Plan.

Stock Units” means, unless the context clearly indicates otherwise, the deferred portion of Director’s Fees converted into units denominated in shares of the Company’s common stock, and Deferred Equity-Based Awards credited as units denominated in shares of the Company’s common stock.

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