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Dividend Equivalents. The Award agreement for Restricted Stock Units may provide Participants with the right to receive an amount equal to any dividends or other distributions declared and paid on an equal number of outstanding shares of Common Stock (“Dividend Equivalents”). Dividend Equivalents may be settled in cash and/or shares of Common Stock and shall be subject to the same restrictions on transfer and forfeitability as the Restricted Stock Units with respect to which paid, in each case to the extent provided in the Award agreement.

Dividend Equivalents. The Award agreement for Restricted Stock Units may provide Participants with the right to receive an amount equal to any dividends or other distributions declared and paid on an equal number of outstanding shares of Common Stock (“Dividend EquivalentsEquivalents”). Dividend Equivalents may be paid currently or credited to an account for the Participants, may be settled in cash and/or shares of Common Stock and shallmay be subject to the same restrictions on transfer and forfeitability as the Restricted Stock Units with respect to which paid, in each case to the extent provided in the applicable Award agreement.

Dividend Equivalents. The Committee, in its discretion, may provide in the Award agreement forAgreement evidencing any Restricted Stock Units may provide Participants withUnit Award that the rightParticipant shall be entitled to receive an amount equalDividend Equivalent Rights during the period beginning on the date a Restricted Stock Unit Award is granted and ending, with respect to any dividendseach share of Stock underlying the Award, on the earlier of the date the Award vests or the date on which it is terminated. For a Restricted Stock Unit Award based upon the satisfaction of Performance Goals, the Dividend Equivalent Rights paid will be based on the number of shares earned by the Participant. However, in the event of a dividend or distribution paid in shares of Stock or other distributions declaredproperty or any other adjustment made upon a change in the capital structure of the Corporation as described in Section 3.2, any and paid on an equal numberall new, substituted or additional securities or other property (other than normal cash dividend equivalents) to which the Participant may be entitled by reason of outstanding shares of Commonthe Participant’s Restricted Stock (“Dividend Equivalents”). Dividend Equivalents mayUnit Award shall be immediately subject to the terms and conditions and shall be settled in cash and/or shares of Common Stock and shall be subject to the same restrictions on transfermanner and forfeitabilityat the same time as the Restricted Stock UnitsUnit Award with respect to which paid, in each case to the extent provided in the Award agreement.such Dividend Equivalent Rights were paid or adjustments were made.

9.3Voting Rights, Dividend Equivalents. The Award agreement forEquivalent Rights and Distributions. Participants shall have no voting rights with respect to shares of Stock represented by Restricted Stock Units until the date of the issuance of such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). However, the Committee, in its discretion, may provide Participants within the rightAward Agreement evidencing any Restricted Stock Units that the Participant shall be entitled to receive an amount equal to any dividends or other distributions declared and paid on an equal number of outstanding shares of Common Stock (“Dividend Equivalents”).accrue Dividend Equivalents may be settled inwith respect to the payment of cash and/ordividends on Stock during the period beginning on the date such Award is granted and ending, with respect to the particular shares of Common Stock and shall be subject to the same restrictionsAward, on transfer and forfeitabilitythe earlier of the date the Award is settled or the date on which it is terminated. Such Dividend Equivalents, if any, may, as determined by the Committee, accrue in the form of additional Restricted Stock Units or as an unfunded cash balance in a notional account. Accrued Dividend Equivalents, if any, will only be paid to the extent that the Restricted Stock Units with respect to which paid, in each casesuch accrued Dividend Equivalents relate become vested or are otherwise to the extent provided in the Award agreement.be settled.

Dividend Equivalents. The Award agreement forUnless otherwise determined by the Committee at the date of grant, any Dividend Equivalents that are granted with respect to any Restricted Stock Units may provide Participants with the right to receive an amount equal to any dividends or other distributions declared and paid on an equal number of outstanding shares of Common Stock (“Dividend Equivalents”). Dividend Equivalents may be settled in cash and/or shares of Common Stock andUnit Award shall be subject to the following terms and conditions: # Dividend Equivalents payable with respect to a Restricted Stock Unit Award shall be paid on the date or dates the portion of the Restricted Stock Unit Award to which such Dividend Equivalents relates, is satisfied under Section 6(e)(i), with such Dividend Equivalents to be accumulated, without interest, by the Company (the “Accumulated Dividend Equivalents”), # all Accumulated Dividend Equivalents payable with respect to a Restricted Stock Unit Award shall be paid in cash, and # any Accumulated Dividend Equivalents with respect to a Restricted Stock Unit Award shall be forfeited and all rights of the Participant to such Accumulated Dividend Equivalents shall terminate, without further obligation on the part of the Company, unless the portion of the Restricted Stock Unit Award to which such Accumulated Dividend Equivalents relate become vested pursuant to the terms of the Restricted Stock Unit Award and this Plan. Notwithstanding the foregoing, the applicable Award Agreement may specify whether any Dividend Equivalents shall be # paid at the dividend payment date, deferred or deferred at the election of the Participant, or # converted to additional Restricted Stock Units that shall be subject to restrictions and risk of forfeiture to the same restrictions on transfer and forfeitabilityextent as the Restricted Stock UnitsUnit Award with respect to which paid,such Dividend Equivalents have been credited. If the Participant may elect to defer the Dividend Equivalents, such election shall be made within 30 days after the grant date of the Restricted Stock Unit Award, but in each caseno event later than 12 months before the first date on which any portion of such Restricted Stock Unit Award vests (or at such other times prescribed by the Committee as shall not result in a violation of Section 409A of the Code). Notwithstanding the provisions of this Section 6(e)(iii), Dividend Equivalents credited in connection with a Restricted Stock Unit Award that vests based on the achievement of performance goals shall be subject to restrictions and risk of forfeiture to the same extent provided inas the Restricted Stock Unit Award agreement.with respect to which such Dividend Equivalents have been credited.

Right to Dividend Equivalents. The Award agreement forEach recipient of Restricted Stock Units may provide Participants withunder this Plan shall have the rightright, during the period when such Restricted Stock Units are outstanding and prior to the termination, forfeiture or payment or settlement thereof, to receive an amountdividend equivalents equal to the amount or value of any dividendscash or other distributions declared and paidor dividends payable on an equalthe same number of outstanding sharesShares. The Company shall accumulate dividend equivalents on each dividend payment date and, unless a Director has elected to defer receipt of Common Stock (“Dividend Equivalents”). Dividend Equivalents may be settledsuch dividend equivalents pursuant to Section 11, pay such accumulated amounts without interest in cash and/or sharesDecember of Common Stock and shall be subject toeach fiscal year, but no later than March 15 of the same restrictions on transfer and forfeitability ascalendar year following the Restricted Stock Units with respect tocalendar year in which paid, in each case to the extent provided in the Award agreement.related dividend is declared.

Dividend Equivalents. The Award agreement forPayment of Restricted Stock Units. Each Restricted Stock Unit shall have a value equal to the Fair Market Value of a Share. Restricted Stock Units may provide Participantsshall be paid in cash, Shares, other securities or other property, as determined in the sole discretion of the Committee, upon the lapse of the restrictions applicable thereto, or otherwise in accordance with the rightapplicable Award Agreement. Except as otherwise provided in the applicable Award Agreement, Participants shall not be credited with Dividend Equivalents on any Restricted Stock Units. If Dividend Equivalents are credited, the amount of any such Dividend Equivalents shall equal the amount that would have been payable to receive an amountthe Participant as a shareholder in respect of a number of Shares equal to any dividends or other distributions declared and paid on an equalthe number of outstanding shares of CommonRestricted Stock (“Dividend Equivalents”).Units then credited to him. Any such Dividend Equivalents mayshall be settledcredited to the Participant’s account as of the date on which such dividend would have been payable and shall be converted into additional Restricted Stock Units based upon the Fair Market Value of a Share on the date of such crediting. Except as otherwise determined by the Committee and provided in cash and/the Award Agreement, all Restricted Stock Units and all rights of the grantee to such Restricted Stock Units shall terminate, without further obligation on the part of the Company, unless the grantee remains in continuous employment of one or shares of Commonmore Employers for the entire Restricted Period in relation to which such Restricted Stock Units were granted and unless any other restrictive conditions relating to the Restricted Stock Unit Award are met. Any Dividend Equivalents granted with respect to Restricted Stock Units shall be subject to the same restrictions on transfer and forfeitability as the Restricted Stock Units with respect to which paid, in each casethat apply to the extent provided in the Award agreement.underlying Shares.

DividendSection # Dividends Equivalents. The Award agreement forCommittee may, at the Grant Date of Restricted Stock Units mayUnits, provide Participants withfor the rightpayment of dividend equivalents to receive an amount equal to anythe Participant either in cash or in additional Shares on current, deferred or contingent basis; provided, however, that dividends or other distributions declared and paid on an equal number of outstanding shares of Common Stock (“Dividend Equivalents”). Dividend Equivalents may be settled in cash and/or shares of Common Stock and shall be subject to the same restrictions on transfer and forfeitability as the Restricted Stock Units with respect to which paid, in each case torestrictions that lapse as a result of the extent provided inachievement of Performance Targets will be deferred until and paid contingent upon the Award agreement.achievement of the applicable Performance Targets.

Dividend Equivalents. TheTreatment of Cash Dividends. At the time of an Award agreement forof Restricted Stock Units mayUnits, the Committee may, in its discretion, determine to provide Participantsthe Grantee with the right to receive cash Dividend Equivalents with respect to the Restricted Stock Units subject to the Award, or a specified portion thereof. A “Dividend Equivalent” is an amount equal to any dividends or other distributions declared and paid on an equalthe cash dividend payable per Share, if any, multiplied by the number of outstanding shares of Common Stock (“Dividend Equivalents”). Dividend Equivalents may be settled in cash and/or shares of Common Stock and shall be subject toShares then underlying the same restrictions on transfer and forfeitability as the Restricted Stock UnitsAward with respect to which paid, in each caseany cash dividends declared or paid by the Company while the Award is outstanding. Any such Dividend Equivalents shall be credited to the extent provided inGrantee at the Award agreement.time the Company pays any cash

Dividend Equivalents. TheTreatment of Cash Dividends. At the time of an Award agreement forof Restricted Stock Units mayUnits, the Committee may, in its discretion, determine to provide Participantsthe Grantee with the right to receive cash Dividend Equivalents with respect to the Restricted Stock Units subject to the Award, or a specified portion thereof. A “Dividend Equivalent” is an amount equal to any dividends or other distributions declared and paid on an equalthe cash dividend payable per Share, if any, multiplied by the number of outstanding shares of Common Stock (“Dividend Equivalents”).Shares then underlying the Award with respect to any cash dividends declared or paid by the Company while the Award is outstanding. Any such Dividend Equivalents shall be credited to the Grantee at the time the Company pays any cash dividend on its Shares. Until such time as the Dividend Equivalents vest or are forfeited, interest may be settledcredited on the amount of such Dividend Equivalents held by the Company for the account of the Grantee from time to time at such rate per annum as the Committee, in cash and/or sharesits discretion, may determine. Any Dividend Equivalents credited to the Grantee shall vest at the same time as the underlying Restricted Stock Units, and payment of Common Stock andcredited Dividend Equivalents, together with any interest accrued thereon, shall be subject tomade at the same restrictions on transfer and forfeitability astime when the underlying Restricted Stock Units convert to Shares. In the event any Restricted Stock Units are forfeited under Section 9(c) hereof, any Dividend Equivalents credited to Grantee with respect to which paid, in each casesuch forfeited Restricted Stock Units and any interest accrued thereon shall be forfeited to the extent provided inCompany, and the Award agreement.Grantee shall have no rights and the Company shall have no liability as to such Dividend Equivalents or interest.

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