Dividend Equivalents. Prior to the Distribution Date, the RSUs shall be credited with dividend equivalents in an amount equal to the dividends paid on the Company’s Common Stock. Such dividend equivalents shall be credited to a bookkeeping account established by the Company under the Plan in Your name in each calendar quarter prior to the Distribution Date that the Company pays a dividend on its outstanding Shares of Common Stock. Amounts credited to this account shall be credited with a quarterly rate equal to the dividend payment rate with dividends invested as of the last business day of each quarter and share price equal to the average of the high and low actual sale prices of the Company’s Common Stock on the New York Stock Exchange on the date the transaction is credited. Amounts accumulated in this account shall be proportionately distributed to You in Shares at the same time that the Shares related to the RSUs are distributed to You. Such dividend equivalents shall Vest in accordance with the Vesting of the underlying Award.

Dividend Equivalents. PriorPursuant to and subject to the Distributionterms and conditions set forth herein, and in the Plan, the Company hereby awards to the Grantee a right to receive in respect of each RSU held by the Grantee on a dividend record date occurring after the Grant Date and prior to the Vest Date, the equivalent value of any ordinary cash dividends that are paid on a share of Common Stock (“Dividend Equivalent”). Dividend Equivalents will be reinvested in the form of additional RSUs shall be credited with dividend equivalents in an amount equal todetermined by dividing the dividends paidvalue of the Dividend Equivalent by the Fair Market Value of a share of Common Stock on the Company’s Common Stock. Such dividend equivalents shallpayment date. Dividend Equivalents will also accrue on the additional RSUs issued from Dividend Equivalents (and be credited to a bookkeeping account established by the Company under the Plan in Your name in each calendar quarter priorreinvested into additional Dividend Equivalents). Dividend Equivalents are subject to the Distribution Date thatsame conditions as the Company pays a dividend on its outstanding SharesRSUs to which they are attributable, including but not limited to vesting, transferability, forfeiture, time and form of Common Stock. Amounts credited to this account shall be credited with a quarterly rate equal to the dividend payment rate with dividends investedsettlement as of the last business day of each quarter and share price equal to the average of the high and low actual sale prices of the Company’s Common Stock on the New York Stock Exchange on the date the transaction is credited. Amounts accumulatedfurther described in this account shall be proportionately distributed to You in Shares atAgreement and the same time that the Shares related to the RSUs are distributed to You. Such dividend equivalents shall Vest in accordance with the Vesting of the underlying Award.Plan.

Dividend Equivalents. Prior to the Distribution Date, the RSUs shall be credited with dividend equivalents in an amount equal to theAny cash or Common Stock dividends paid on shares of Common Stock underlying an RSU prior to the Company’s Common Stock. Such dividend equivalentsSettlement Date for such RSU shall be credited to a bookkeepingdividend book entry account established by the Company under the Planon your behalf (any such credited amount, a “Dividend Equivalent”). Any cash Dividend Equivalents shall not be deemed to be reinvested in Your name in each calendar quarter prior to the Distribution Date that the Company pays a dividend on its outstanding Sharesshares of Common Stock. Amounts creditedStock and will be held uninvested and without interest. Your right to this accountreceive any Dividend Equivalents with respect to cash dividends shall vest only if and when the related RSU vests, and an amount equal to such cash dividends shall be creditedpaid to you in cash on the applicable Settlement Date on which the related RSU is settled. Your right to receive any Dividend Equivalents with a quarterly raterespect to dividends of Common Stock shall vest only if and when the related RSU vests, and on the applicable Settlement Date on which the related RSU is settled you will be paid an amount in cash equal to the Fair Market Value of the Common Stock underlying such dividend payment rate with dividends invested as of the last business day of each quarter and share price equalapplicable Settlement Date. Prior to the average ofpayment thereof, any Dividend Equivalents will be encompassed within the high and low actual sale prices of the Company’s Common Stock on the New York Stock Exchange on the date the transaction is credited. Amounts accumulated in this account shall be proportionately distributed to You in Shares at the same time that the Shares relatedterm “Award” with respect to the RSUs are distributed to You. Such dividend equivalents shall Vest in accordance with the Vesting of the underlying Award.relevant RSUs.

Dividend Equivalents. Prior to the Distribution Date, the RSUs shall be credited with dividend equivalents in an amount equal to theAny cash or Common Stock dividends paid on shares of Common Stock underlying an RSU prior to the Company’s Common Stock. Such dividend equivalentsSettlement Date for such RSU shall be credited to a bookkeepingdividend book entry account established by the Company under the Planon your behalf (any such credited amount, a “Dividend Equivalent”). Any cash Dividend Equivalents shall not be deemed to be reinvested in Your name in each calendar quarter prior to the Distribution Date that the Company pays a dividend on its outstanding Sharesshares of Common Stock. Amounts creditedStock and will be held uninvested and without interest. Your right to this accountreceive any Dividend Equivalents with respect to cash dividends shall vest only if and when the related RSU vests, and an amount equal to such cash dividends shall be creditedpaid to you in cash on the applicable Settlement Date on which the related RSU is settled. Your right to receive any Dividend Equivalents with a quarterly raterespect to dividends of Common Stock shall vest only if and when the related RSU vests, and on the applicable Settlement Date on which the related RSU is settled you will be paid an amount in cash equal to the Fair Market Value of the Common Stock underlying such dividend payment rate with dividends invested as of the last business day of each quarter and share price equalapplicable Settlement Date. Prior to the average ofpayment thereof, any Dividend Equivalents will be encompassed within the high and low actual sale prices of the Company’s Common Stock on the New York Stock Exchange on the date the transaction is credited. Amounts accumulated in this account shall be proportionately distributed to You in Shares at the same time that the Shares relatedterm “Award” with respect to the RSUs are distributed to You. Such dividend equivalents shall Vest in accordance with the Vesting of the underlying Award. relevant RSUs.

Dividend Equivalents. PriorThe Company will establish an amount for each RSU equal to the Distribution Date,per share quarterly dividend payments made to the RSUsCompany’s shareholders during the period beginning on the Grant Date and ending on the date that such RSU vests or is cancelled (“Dividend Equivalents”). The Company shall be credited with dividend equivalents in anaccumulate Dividend Equivalents and, upon vesting of the related RSU, will pay the Grantee a single lump sum cash amount equal to the dividends paidDividend Equivalents on the Company’ssame date that a share of Common Stock. Such dividend equivalents shall be creditedStock is delivered with respect to such RSU, as described in Section 4 of this Grant Agreement. Any accumulated and unpaid Dividend Equivalents attributable to a bookkeeping account established by the Company under the Plan in Your name in each calendar quarter prior to the Distribution DateRSU that the Company pays a dividend on its outstanding Shares of Common Stock. Amounts credited to this account shallis cancelled are immediately forfeited upon cancellation and will not be credited with a quarterly rate equal to the dividend payment rate with dividends invested as of the last business day of each quarter and share price equal to the average of the high and low actual sale prices of the Company’s Common Stock on the New York Stock Exchange on the date the transaction is credited. Amounts accumulated in this account shall be proportionately distributed to You in Shares at the same time that the Shares related to the RSUs are distributed to You. Such dividend equivalents shall Vest in accordance with the Vesting of the underlying Award.paid.

Dividend Equivalents. Prior toNotwithstanding Section 6 hereof, for record dates that occur before the Distribution Date,Company issues a Participant any Shares for a vested RSU (or, if the RSUs are deferred as described in Section 6, before the date on which a Share would have been issued in accordance with Section 6 hereof but for such deferral), the Participant shall be credited withentitled to receive dividend equivalents in an amount equal toequivalent amounts (“Dividend Equivalents”) if dividends are declared by the dividends paidBoard of Directors on the Company’s Common Stock. Such dividend equivalentsThe Dividend Equivalents shall be credited to a bookkeeping account established by the Company under the Plan in Your name in each calendar quarter prior to the Distribution Date that the Company pays a dividend on its outstanding Sharesan amount of Common Stock. Amounts credited to this account shall be credited with a quarterly ratecash per RSU equal to the dividend payment rate with dividends invested asper share paid to common stockholders of the last business day of each quarterCompany. The Dividend Equivalents shall be accrued (without interest and earnings) rather than paid when a dividend is paid on a share price equal to the average of the high and low actual sale prices of the Company’s Common Stock on the New York Stock Exchange on the date the transaction is credited. Amounts accumulated in this account shall be proportionately distributed to You in Shares at the same time that the Shares related to the RSUs are distributed to You. Such dividend equivalents shall Vest in accordance with the Vesting of the underlying Award.Stock. The Dividend

Dividend Equivalents. Prior toDuring the Distribution Date,Vesting Period, Dividend Equivalents will be credited on the RSUs shall be credited with dividend equivalents in an amount equal to the dividends paid onform of additional RSUs. At the Company’s Common Stock. Such dividend equivalents shall be credited to a bookkeeping account established by the Company under the Plan in Your name in each calendar quarter prior to the Distribution Date that the Company pays a dividend on its outstanding Shares of Common Stock. Amounts credited to this account shall be credited with a quarterly rate equal to the dividend payment rate with dividends invested asend of the last business day of each quarter and share price equal to the average of the high and low actual sale prices of the Company’s Common Stock on the New York Stock Exchange on the date the transaction is credited. Amounts accumulated in this account shall be proportionately distributed to You in Shares at the same time that the Shares related toVesting Period, the RSUs are distributedplus RSUs representing any accrued Dividend Equivalents will be paid to You. Such dividend equivalents shall Vestyou in accordance with the Vestingform of the underlying Award. Shares. Any fractional Shares accrued from Dividend Equivalents, if applicable, will be paid in cash.

Dividend Equivalents. PriorThe Company will establish an amount for each RSU equal to the Distribution Date,per Share quarterly dividend payments made to Shareholders during the RSUsperiod beginning on the Grant Date and ending on the date that such RSU vests or is cancelled (“Dividend Equivalents”). The Company shall be credited with dividend equivalents in anaccumulate Dividend Equivalents and, upon vesting of the related RSU, will pay the Grantee a single lump sum cash amount equal to the dividends paidDividend Equivalents on the Company’s Common Stock. Such dividend equivalents shall be creditedsame date that a share is delivered with respect to such RSU, as described in Section 4 of this Grant Agreement. Any accumulated and unpaid Dividend Equivalents attributable to a bookkeeping account established by the Company under the Plan in Your name in each calendar quarter prior to the Distribution DateRSU that the Company pays a dividend on its outstanding Shares of Common Stock. Amounts credited to this account shallis cancelled are immediately forfeited upon cancellation and will not be credited with a quarterly rate equal to the dividend payment rate with dividends invested as of the last business day of each quarter and share price equal to the average of the high and low actual sale prices of the Company’s Common Stock on the New York Stock Exchange on the date the transaction is credited. Amounts accumulated in this account shall be proportionately distributed to You in Shares at the same time that the Shares related to the RSUs are distributed to You. Such dividend equivalents shall Vest in accordance with the Vesting of the underlying Award.paid.

Dividend Equivalents. PriorThe Employee shall become entitled to receive from the Distribution Date,Company on each applicable Vesting Date (or such earlier date provided in Section 8) a cash payment equaling the RSUs shall be credited with dividend equivalents in an amountsame amount(s) that the holder of record of a number of shares of Common Stock equal to the number of vested RSUs (if any) would have been entitled to receive as dividends paidon such Common Stock during the period commencing on the Company’s Common Stock. Such dividend equivalentseffective date hereof and ending on each applicable Vesting Date (or such earlier date provided in Section 8) as provided under Section 3. Payments under this Section shall be credited to a bookkeeping account established by the Company under the Plan in Your name in each calendar quarter prior to the Distribution Date that the Company pays a dividend on its outstanding Sharesnet of Common Stock. Amounts credited to this account shall be credited with a quarterly rate equal to the dividend payment rate with dividends invested as of the last business day of each quarter and share price equal to the average of the high and low actual sale prices of the Company’s Common Stock on the New York Stock Exchange on the date the transaction is credited. Amounts accumulated in this account shall be proportionately distributed to You in Shares at the same time that the Shares related to the RSUs are distributed to You. Such dividend equivalents shall Vest in accordance with the Vesting of the underlying Award.any required withholding taxes.

Dividend Equivalents. Prior to the Distribution Date, the RSUsNotwithstanding Section 6 hereof, for record dates that occur before a Share is issued in accordance with Section 6 hereof, Participant shall be creditedentitled to receive, with respect to each Share that is so issued, dividend equivalents inequivalent amounts if dividends are declared by the Board of Directors on Common Stock. The dividend equivalent amounts shall be an amount of cash per share that is issued pursuant to this Award Agreement equal to the dividends per share paid to common stockholders of the Company on a share of Common Stock during the Performance Period. The dividend equivalent amounts shall be accrued (without interest and earnings) rather than paid when a dividend is paid on the Company’s Common Stock. Such dividend equivalents shall be credited to a bookkeeping account established by the Company under the Plan in Your name in each calendar quarter prior to the Distribution Date that the Company pays a dividend on its outstanding Sharesshare of Common Stock. Amounts credited to this account shall be credited withIf a quarterly rate equal toRSU is forfeited, the dividend payment rate with dividends invested as of the last business day of each quarter and share price equal to the average of the high and low actual sale prices of the Company’s Common Stockequivalents on the New York Stock Exchange onRSU are forfeited. The Company shall pay the date the transaction is credited. Amounts accumulated in this account shall be proportionately distributed to You in Shares at the same time that the Shares related to the RSUs are distributed to You. Such dividend equivalents shall Vest in accordance withon a RSU when the Vesting ofCompany issues a Share for the underlying Award.RSU.