“Dividend Equivalent” means a right, granted under this Plan, to receive the cash equivalent of all of the dividends declared and paid with respect to one share of the Company’s Stock during the Vesting Period that applies to an Award. The Dividend Equivalent amount shall be calculated based upon the dividend rate in effect on the last day of the Vesting Period that applies to an award of Units. Dividend Equivalents shall not be deemed reinvested in the Company’s Stock, and shall be paid to the Participants on the appropriate Settlement Date.

Amendment to Prior Agreement. The Company and the Participant acknowledge and agree that the Restricted Stock Unit Agreement dated as of February 1, 2014 by and between them (the “2014 Agreement”) shall be deemed to be amended as of such date to provide for, notwithstanding any contrary provision therein, dividend equivalent rights with respect to the restricted stock units awarded pursuant to the 2014 Agreement, in a manner consistent with the Plan and with Sections 3.1 and 3.2 of this Agreement. Such dividend equivalent rights shall only be credited to Participant in the event the performance goals as set forth on [Exhibit 2] to the 2014 Agreement are met. Such dividend equivalent rights shall be subject to forfeiture consistent with Section 4 of this Agreement and shall be paid upon vesting of the restricted stock units awarded pursuant to the 2014 Agreement in a form and at a time consistent with Section 5 of this Agreement. Except as expressly amended hereby, the terms of the 2014 Agreement shall remain in full force and effect.

Rights of Holder and Delivery of Vested Units. During the restricted period, Holder is also entitled to a Dividend Equivalent whenever the Company pays a Dividend on the shares of Stock underlying the Award RSUs, in each case in accordance with, and subject to, the terms of the Plan and this Award. The amount of the Dividend Equivalent shall be cash equal to the product of # the per-share amount of the Dividend paid and # the number of Award RSUs held on the record date related to the Dividend being paid on the underlying Stock represented by such Award RSU. Pursuant to the terms of the Plan, the Company will retain custody of all Dividend Equivalents (which are subject to the same restrictions, terms, and conditions as the related Award RSUs) until the conclusion of the restricted period. If any Award RSUs are forfeited, any such related Dividend Equivalents also shall be forfeited.

“Dividend Equivalent” has the meaning set forth in Article 14.

any costs or expenses incurred in connection with the payment of dividend equivalent rights to option holders pursuant to any management equity plan, stock option plan or any other management or employee benefit plan or agreement or post-employment benefit plan or agreement;

Each Participant's Unit Account shall be credited with additional Units equal to the "dividend equivalent" when a cash dividend is paid on Common Shares. Such "dividend equivalent" shall be equal to a fraction where the numerator is the product of # the number of Units in such Participant's Unit Account on the date that dividends are paid multiplied by # the dividend paid per Common Share and the denominator of which is the Market Price of one Common Share calculated on the date that dividends are paid, and additional Units equal to such "dividend equivalent" shall be credited to the Participant's Unit Account. Any additional Units credited to a Participant's Unit Account as a "dividend equivalent" shall have a Payment Date or Vesting Date, as applicable, which is the same as the Payment Date or Vesting Date, as applicable, for the Units in respect of which such additional Units are credited.

“Award” or “Awards,” means an award under the Plan and, except where referring to a particular category of grant under the Plan, shall include Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock Awards, Restricted Stock Unit Awards, Unrestricted Stock Awards, Dividend Equivalent Rights and other equity-based awards as contemplated herein.

“Dividend Equivalents” shall mean amounts equivalent to the dividends paid on Shares.

Dividend Equivalents. Dividends, if any (whether in cash or Shares), shall not be credited to Participant.

Dividend Election. Each Participant (or, where applicable, a Participant’s beneficiary or an alternate payee) will have the right to elect to receive a cash payment of the dividends, if any, paid on all shares (vested or unvested) of Common Stock in the Participant’s ESOP Account or to reinvest such vested dividends in Common Stock in the Participant’s ESOP Account. Participants shall be fully vested in all dividends, if any, paid on the shares of Common Stock held in the Participant’s