Dividend Equivalent Units. Subject to the terms of this Plan, the Administrator will determine all terms and conditions of each award of Dividend Equivalent Units, including but not limited to whether: # such Award will be granted in tandem with another Award; # payment of the Award be made currently or credited to an account for the Participant which provides for the deferral of such amounts until a stated time; # the Award will be settled in cash or Shares; and # as a condition for the Participant to realize all or a portion of the benefit provided under the Award, one or more Performance Goals must be achieved during such period as the Administrator specifies; provided that any Dividend Equivalent Units granted in connection with an Option, Stock Appreciation Right or other “stock right” within the meaning of Code Section 409A shall be set forth in a written arrangement that is separate from such Award, and to the extent the payment of such dividend equivalents is considered deferred compensation, such written arrangement shall comply with the provisions of Code Section 409A; and provided further that no Dividend Equivalent Unit granted in tandem with another Award shall include vesting provisions more favorable to the Participant than the vesting provisions, if any, to which the tandem Award is subject; and provided further that any performance period applicable to an Award of Dividend Equivalent Units must relate to a period of one fiscal year of the Company except that, if the Award is made in the year this Plan becomes effective, at the time of commencement of employment with the Company or on the occasion of a promotion, then the Award may relate to a period shorter than one fiscal year.

Section # Generally. Dividend Equivalent Units. SubjectEquivalents may be granted to Participants at such time or times as shall be determined by the terms of this Plan, the Administrator will determine all terms and conditions of each award ofAdministrator. Dividend Equivalent Units, including but not limited to whether: # such Award willEquivalents may be granted in tandem with another Award; # paymentother Awards, in addition to other Awards, or freestanding and unrelated to other Awards. Notwithstanding the terms of this [Section 9.1], no Dividend Equivalents shall be granted with respect to Options or SARs. The grant date of any Dividend Equivalents under the Plan will be the date on which the Dividend Equivalent is awarded by the Administrator, or such other date permitted by applicable laws as the Administrator shall determine. Dividend Equivalents may, at the discretion of the Administrator, be fully vested and nonforfeitable when granted or subject to such vesting conditions as determined by the Administrator; provided, that, unless the Administrator shall determine otherwise in an Award Agreement, Dividend Equivalents with respect to Awards shall not be fully vested until the Awards have been earned and shall be forfeited if the related Award is forfeited. Dividend Equivalents shall be evidenced in writing, whether as part of the Award be made currently or credited to an account forAgreement governing the Participant which provides for the deferral of such amounts until a stated time; # the Award will be settled in cash or Shares; and # as a condition for the Participant to realize all or a portionterms of the benefit provided under the Award, one or more Performance Goals must be achieved during such period as the Administrator specifies; provided that any Dividend Equivalent Units granted in connection with an Option, Stock Appreciation Right or other “stock right” within the meaning of Code Section 409A shall be set forth in a written arrangement that is separate from such Award, and to the extent the payment of such dividend equivalents is considered deferred compensation, such written arrangement shall comply with the provisions of Code Section 409A; and provided further that no Dividend Equivalent Unit granted in tandem with another Award shall include vesting provisions more favorable to the Participant than the vesting provisions, if any, to which the tandem Award is subject; and provided further that any performance period applicable to an Award ofsuch Dividend Equivalent Units must relaterelates, or pursuant to a period of one fiscal year of the Company except that, if theseparate Award is madeAgreement with respect to freestanding Dividend Equivalents, in the year this Plan becomes effective, at the time of commencement of employmenteach case, containing such provisions not inconsistent with the Company or onPlan as the occasion of a promotion, then the Award may relateAdministrator shall determine, including customary representations, warranties and covenants with respect to a period shorter than one fiscal year.securities law matters.

Dividend Equivalent Units. SubjectRights. The Administrator may grant Dividend Equivalent Rights under the Plan. A Dividend Equivalent Right is an Award entitling the grantee to receive credits based on cash dividends that would have been paid on the shares of Stock specified in the Dividend Equivalent Right (or other Award to which it relates) if such shares had been issued to the termsgrantee. A Dividend Equivalent Right may be granted hereunder to any grantee as a component of this Plan, the Administrator will determine allan Award, including a Restricted Stock Unit Award, or as a freestanding award. The terms and conditions of each award of Dividend Equivalent Units, including but not limitedRights shall be specified in the applicable Award Certificate. Unless provided by the Administrator, dividend equivalents credited to whether: # such Award willthe holder of a Dividend Equivalent Right may be grantedpaid currently or may be deemed to be reinvested in tandem with another Award; # paymentadditional shares of Stock, which may thereafter accrue additional equivalents. Unless otherwise provided in the Award Certificate or by the Administrator, any such reinvestment shall be made currentlyat Fair Market Value on the date of reinvestment or credited to an account forsuch other price as may then apply under a dividend reinvestment plan sponsored by the Participant which provides for the deferral of such amounts until a stated time; # the Award willCompany, if any. Dividend Equivalent Rights may be settled in cash or Shares; and #shares of Stock or a combination thereof, in a single installment or installments. Notwithstanding anything to the contrary, a Dividend Equivalent Right granted as a condition for the Participant to realize allcomponent of an Award under this Plan shall provide that such Dividend Equivalent Right shall be settled only upon settlement or a portionpayment of, or lapse of the benefit providedrestrictions on, such other Award, and that such Dividend Equivalent Right shall expire or be forfeited or annulled under the Award, one or more Performance Goals must be achieved duringsame conditions as such period as the Administrator specifies; provided that any Dividend Equivalent Units granted in connection with an Option, Stock Appreciation Right or other “stock right” within the meaning of Code Section 409A shall be set forth in a written arrangement that is separate from such Award, and to the extent the payment of such dividend equivalents is considered deferred compensation, such written arrangement shall comply with the provisions of Code Section 409A; and provided further that no Dividend Equivalent Unit granted in tandem with another Award shall include vesting provisions more favorable to the Participant than the vesting provisions, if any, to which the tandem Award is subject; and provided further that any performance period applicable to an Award of Dividend Equivalent Units must relate to a period of one fiscal year of the Company except that, if the Award is made in the year this Plan becomes effective, at the time of commencement of employment with the Company or on the occasion of a promotion, then the Award may relate to a period shorter than one fiscal year.Award.

Dividend Equivalent Units. Subject to the terms of this Plan, the Administrator will determine all terms and conditions of each award ofSection 8.2(b) hereof, Dividend Equivalent Units, including but not limited to whether: # such Award willEquivalents may be granted by the Administrator, either alone or in tandem with another Award; #Award, based on dividends declared on the Common Stock, to be credited as of dividend payment ofdates during the period between the date the Dividend Equivalents are granted to a Participant and the date such Dividend Equivalents terminate or expire, as determined by the Administrator. Such Dividend Equivalents shall be converted to cash or additional Shares by such formula and at such time and subject to such limitations as may be determined by the Administrator. In addition, Dividend Equivalents with respect to Shares covered by a Performance Award shall only be made currently or creditedpaid out to an account for the Participant which provides forat the deferral of such amounts until a stated time; # the Award will be settled in cashsame time or Shares; and # as a condition for the Participant to realize all or a portion of the benefit provided under the Award, one or more Performance Goals must be achieved during such period as the Administrator specifies; provided that any Dividend Equivalent Units granted in connection with an Option, Stock Appreciation Right or other “stock right” within the meaning of Code Section 409A shall be set forth in a written arrangement that is separate from such Award,times and to the same extent the payment of such dividend equivalents is considered deferred compensation, such written arrangement shall comply with the provisions of Code Section 409A; and provided further that no Dividend Equivalent Unit granted in tandem with another Award shall include vesting provisions more favorable to the Participant than the vesting provisions,conditions, if any, are subsequently satisfied and the Performance Award vests with respect to which the tandem Award is subject; and provided further that any performance period applicable to an Award of Dividend Equivalent Units must relate to a period of one fiscal year of the Company except that, if the Award is made in the year this Plan becomes effective, at the time of commencement of employment with the Company or on the occasion of a promotion, then the Award may relate to a period shorter than one fiscal year.such Shares.

Dividend Equivalent Units. SubjectWith respect to each Award Opportunity, from and after the termsapplicable Grant Date and until the earlier of this Plan,# the Administrator will determine all terms and conditions of each award of Dividend Equivalent Units, including but not limitedtime when the Award Opportunity is paid in accordance with Section 6 or Section 8 hereof or # the time when the applicable Participant’s right to whether: # such Award will be granted in tandem with another Award; # payment of the Award Opportunity is forfeited in accordance with Section 7 hereof or otherwise, on the date that the Company pays a cash dividend (if any) to holders of Shares generally, such Participant shall be made currently or credited with a number of additional Target Shares (the “Dividend Equivalent Units”) determined by dividing the aggregate amount of the cash dividend that would be payable on such date to an account fora holder of a number of Shares equal to the Participant which provides for the deferralnumber of such amounts until a stated time; #Participant’s unpaid Target Shares with respect to such Award Opportunity by the Award will be settled in cash or Shares; and # as a condition forclosing price per Share on the Participant to realize all or a portion ofNew York Stock Exchange on the benefit provided underlast trading day preceding the Award, one or more Performance Goals must be achieved duringdividend payment date. Any such period as the Administrator specifies; provided that any Dividend Equivalent Units granted in connection with an Option, Stock Appreciation Right or other “stock right” withinwill be considered Target Shares for purposes of the meaningapplicable Award Opportunity and this Plan, and will be subject to all of Code Section 409A shall bethe terms, conditions and restrictions set forth in a written arrangement that is separate from such Award, and to the extent the payment of such dividend equivalents is considered deferred compensation, such written arrangement shall comply with the provisions of Code Section 409A; and provided further that no Dividend Equivalent Unit granted in tandem with another Award shall include vesting provisions more favorable to the Participant than the vesting provisions, if any, to which the tandem Award is subject; and provided further that any performance period applicable to an Award of Dividend Equivalent Units must relate to a period of one fiscal year of the Company except that, if the Award is made in the year this Plan becomes effective, at the time of commencement of employment with the Company or on the occasion of a promotion, then the Award may relate to a period shorter than one fiscal year.herein.