Incentive and Deferred Compensation. Executive shall be eligible to participate in all incentive and deferred compensation programs available this executive position, executives or officers of [[the Company:Organization]]. Such participation to be in similar form, under similar terms for each specified executive level, and to the same extent that such programs are made available to other such executives for each executive position or officers.

Adjustments. If adjustments are made to the outstanding shares of Common Stock as a result of an Equity Restructuring, an appropriate adjustment also will be made in the number of Deferred Stock Units credited to each participating Director’s Deferred Compensation Account and/or to the number and kind of shares for which such Deferred Stock Units are outstanding.

[Separation from Service Option: As per your Form of Compensation Election you made for your annual deferred share award for ​ (“Election Form”), your deferred shares will become payable to you in [a lump-sum] [2 to 15 annual installments] upon your separation of service from the Company. The deferred shares are subject to a one-year minimum holding period. Accordingly, in the event your separation from service occurs prior to the one-year anniversary of the date of grant of your deferred shares, your [deferred shares will be settled in a lump-sum within 30 days following the one-year anniversary of the grant date] [installments will commence within 30 days following the one-year anniversary of the grant date rather than your separation from service].]

“Deferred Stock Unit” means a right granted by the Company to an Eligible Director to receive, on a deferred payment basis, Shares under this 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.

During the Deferral Period, the Participant shall not have any rights of ownership in the Deferred Shares and shall not have any right to vote such Shares, but the Committee may on or after the Grant Date authorize the payment of Dividend Equivalents on such Shares in cash or additional Shares. Any Dividend Equivalents granted with respect to Deferred Shares shall be subject to the same restrictions that apply to the underlying Shares.

The Participant’s shares underlying the Restricted Stock Unit award and/or Performance Stock Unit award that are deferred under the Deferral Plan shall be fully vested. For the avoidance of any doubt, if the Participant does not satisfy the vesting requirements under the Restricted Stock Unit award and/or Performance Stock Unit award, no shares shall be deferred under the Deferral Plan.

Under the Company's Deferred Compensation Plan for Directors, an Outside Director may elect to have all or part of director fees credited to a deferred compensation account in the form of units equivalent to shares of the Company's common stock.

1.3Deferral Account for Director Shares. As of each Deferral Date, the Participant’s Deferral Account for Director Shares shall be credited with a number of Deferred Share Units equal to the number of Director Shares that have been deferred pursuant to [Section 3.1(b)] (Deferral of Director Shares). Upon payment of a dividend by the Company on issued and outstanding shares of Common Stock, an amount equal to such per share dividend amount multiplied by the number of Deferred Share Units credited to each Participant’s Deferral Account for Director Shares shall be credited to the Participant’s Deferral Account for Director Shares as of the dividend payment date and shall continue to be denominated in cash. The portion of a Participant’s Deferral Account for Director Shares attributable to such dividend equivalents and denominated in cash shall be credited with earnings as of each Determination Date in the same manner as a Participant’s Deferral Account for Fees as described in [Section 4.2] (Deferral Account for Fees).

Payment of Deferred Stock Units. Each Deferred Stock Unit shall have a value equal to the Fair Market Value of a Share. Deferred Stock Units shall be paid in Shares at the end of the designated Deferral Period and the lapse of the restrictions applicable thereto, or otherwise in accordance with the applicable Award Agreement. Except as otherwise provided in the applicable Award Agreement, Participants shall not be credited with Dividend Equivalents on any Deferred Stock Units. If Dividend Equivalents are credited, the amount of any such Dividend Equivalents shall equal the amount that would have been payable to the Participant as a shareholder in respect of a number of Shares equal to the number of Deferred Stock Units then credited to the Participant. Any such Dividend Equivalents shall be credited to the Participant’s account as of the date on which such dividend would have been payable and shall be converted into additional Deferred Stock Units based upon the Fair Market Value of a Share on the date of such crediting. Any Dividend Equivalents granted with respect to Deferred Stock Units shall be subject to the same restrictions that apply to the underlying Shares.