Form of Distributions. All distributions of a Participant’s Deferred Compensation Account under the Plan shall be made in cash. Except as provided in [Section 6(f)], all distributions of a Participant’s Deferred Stock Account shall be paid in Shares, at which time the Shares shall be issued or transferred from the books of the Company to the Participant. All Shares to be issued or transferred hereunder may be newly issued or treasury shares. Fractional Shares shall not be issued or transferred to a Participant, provided that in the case of a final payment under the Plan with respect to a Participant, any fraction remaining in the Participant’s Deferred Stock Account shall be rounded up to the next whole Share and that number of whole Shares shall be issued or transferred. The value of the Deferred Stock Account is calculated with reference to the closing price of Shares on the last trading day of the prior Plan Year.

Pro Rata Distributions. If the Company, at any time while this Warrant is outstanding, shall distribute to all holders of Common Stock (and not to the Holder) evidences of its indebtedness or assets (including cash and cash dividends) or rights or warrants to subscribe for or purchase any security other than the Common Stock, then in each such case the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution by a fraction of which the denominator shall be the VWAP determined as of the record date mentioned above, and of which the numerator shall be such VWAP on such record date less than the per share Fair Market Value at such record date of the portion of such assets or evidence of indebtedness or rights or warrants so distributed applicable to one outstanding share of the Common Stock as determined by the Board of Directors in good faith. In either case the adjustments shall be described in a statement provided to the Holder of the portion of assets or evidences of indebtedness so distributed or such subscription rights applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above.

Distributions Upon Death. If a Participant dies before full distribution of his Account balance, any balance shall be distributed in a lump sum payment to the Participant's Beneficiary in the month following the month in which the Participant's death occurs.

All distributions shall commence in accordance with the following [choose one]:

A distributee may elect, at the time and in the manner prescribed by the plan administrator, to have any portion of an eligible rollover distribution paid directly to an eligible retirement plan specified by the distributee in a direct rollover.

Distributions; Upstream Payments At any time a Restriction Trigger Period is in effect or would result therefrom, # declare or make any Distributions, except Upstream Payments; provided, however, so long as no Event of Default exists or would result therefrom, Distributions on the Common Stock shall not be completely limited, but rather, only limited to $5,000,000 in the aggregate per Fiscal Year, or # create or suffer to exist any encumbrance or restriction on the ability of a Subsidiary to make any Upstream Payment, except for restrictions under the Loan Documents, under Applicable Law or in effect on the Closing Date as shown on [Schedule 9.1.15]. The Borrower Agent shall provide prompt written notice to Agent of any Distribution consummated by a Borrower (describing in reasonable detail such Distribution) other than with respect to Upstream Payments or Distributions on Common Stock permitted pursuant to [clause (a) above].

Timing of Distributions. Distributions from each of a Participant’s Deferral Account may be made only # upon the death, Disability or Termination of Employment of the Participant, # at the times elected by the Participant pursuant to the provisions of this Section 7, or # on account of an Unforeseeable Emergency (as provided in Section 7(k)). Distributions from a Participant’s Matching Account may be made only upon the death, Disability or Termination of Employment of the Participant.

Distributions made to a Participant with respect to his or her Cash Deferred Account shall be paid in cash in a single lump sum after the applicable Distribution Event.

Documentation Agent. Anything herein to the contrary notwithstanding, [[Organization A:Organization]], as the Documentation Agent listed on the cover page hereof, shall not have any liabilities, duties or responsibilities under this Agreement or any of the other Loan Documents in such capacity.

Agent Efforts. Upon the terms and subject to the conditions set forth in this Agreement, upon the receipt of an Issuance Instruction from the Selling Stockholder, the Agent will use its commercially reasonable efforts consistent with its normal sales and trading practices to place the Shares with respect to which the Agent has agreed to act as sales agent, subject to, and in accordance with the information specified in, the Issuance Instruction from the Selling Stockholder, unless the sale of the Shares described therein has been suspended, cancelled or otherwise terminated in accordance with the terms of this Agreement. The Selling Stockholder and the Agent each acknowledge and agree that # there can be no assurance that the Agent will be successful in selling any Shares and # the Agent will not incur any liability or obligation to the Selling Stockholder if it fails to sell Shares for any reason other than a failure to use its commercially reasonable efforts, consistent with its normal trading and sales practices and applicable law and regulations, to sell such Shares as required by this Agreement.