Subject to Section 8.2(b) hereof, Dividend Equivalents may be granted by the Administrator, either alone or in tandem with another Award, based on dividends declared on the Common Stock, to be credited as of dividend payment dates 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 paid out to the Participant at the same time or times and to the same extent that the vesting conditions, if any, are subsequently satisfied and the Performance Award vests with respect to such Shares.
Subject to Section 8.2(b) hereof, Dividend Equivalents may be granted by the Administrator, either alone or in tandem with another Award, based on dividends declared on the Common Stock, to be credited as of dividend payment dates 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 paid out to the Participant at the same time or times and to the same extent that the vesting conditions, if any, are subsequently satisfied and the Performance Award vests with respect to such Shares.
Subject to Section 8.2(b) hereof,Except for Options and SARs, the Committee may grant Dividend Equivalents may be granted by the Administrator, either alone or in tandem with another Award,to a Participant based on the dividends declared on Shares that are subject to any Award granted to the Common Stock,Participant, with such Dividend Equivalents credited to be creditedthe Participant as of the applicable dividend payment dates that occur during thea 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. SuchCommittee. Dividend Equivalents shall be converted to and paid in cash or additional Shares or Awards by such formula and at such time and subject to such limitations as may be determined by the Administrator. In addition,Committee. Notwithstanding the foregoing, dividends and Dividend Equivalents with respect to Shares covered by a Performanceany Award shall onlybe subject to the same vesting and, if applicable, performance conditions as the underlying Award and shall be paid out to thea Participant at the same time or times and toas the same extent that the vesting conditions, if any, are subsequently satisfied and the Performance Award vests with respect to such Shares.underlying Award.
Subject to Section 8.2(b) hereof,Dividends and Dividend Equivalents. In the sole and complete discretion of the Committee, an Award (other than an Option or a Stock Appreciation Right) may provide the Participant with dividends or Dividend Equivalents, payable in cash, Shares, other securities or other property on a current or deferred basis. All dividends or Dividend Equivalents maythat are not paid currently may, at the Committee’s discretion, accrue interest, be granted byreinvested into additional Shares, or, in the Administrator, either alonecase of dividends or Dividend Equivalents credited in tandemconnection with another Award, based on dividends declared on the Common Stock, toPerformance Awards, be credited as of dividend payment dates during the period between the date the Dividend Equivalents are granted to a Participantadditional Performance Awards, and the date such Dividend Equivalents terminate or expire, as determined by the Administrator. Suchdividends and 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 paid out to the Participant at the same time or timesif and when, and to the same extent that the vesting conditions, if any, are subsequently satisfied and the Performance Award vests with respectthat, payment is made pursuant to such Shares.Award.
SubjectDividend Equivalents. The Committee is authorized to Section 8.2(b) hereof,grant Dividend Equivalents may be granted byto any Eligible Person entitling the Administrator, either aloneEligible Person to receive cash, Shares, other Awards, or other property equal in tandemvalue to the dividends paid with respect to a specified number of Shares, or other periodic payments, in connection with another Award, based on dividends declared on the Common Stock, to be credited as of dividend payment dates during the period between the date the Dividend Equivalents are granted to a Participant and the date such Dividend Equivalents terminateother than Option or expire, as determined by the Administrator. SuchStock Appreciation Right Awards. The Committee may provide that Dividend Equivalents shall be convertedpaid or distributed when accrued or shall be deemed to cashhave been reinvested in additional Shares, Awards, or additional Shares by such formula and at such timeother investment vehicles, and subject to such limitationsrestrictions on transferability and risks of forfeiture, as the Committee may be determined byspecify. Notwithstanding the Administrator. In addition,foregoing, Dividend Equivalents credited in connection with respectan Award that vests based on the achievement of performance goals shall be subject to Shares covered by a Performance Award shall only be paid out to the Participant at the same time or timesrestrictions and risk of forfeiture to the same extent thatas the vesting conditions, if any, are subsequently satisfied and the Performance Award vests with respect to which such Shares.Dividend Equivalents have been credited.
Dividends and Dividend Equivalents. The Committee is authorized to grant to Participants Awards under which the holders thereof shall be entitled to receive payments equivalent to dividends or interest with respect to a number of Shares determined by the Committee, and the Committee may provide that such amounts (if any) shall be deemed to have been reinvested in additional Shares or otherwise reinvested. The Committee, in its sole discretion, may provide that such Award shall convey the right to receive dividends or Dividend Equivalents subject to such Award with respect to any payments equivalent to dividends or interest declared during the period that such Award is outstanding, in which case, such dividends or Dividend Equivalent rights shall accumulate and shall be paid in cash or Shares on the settlement or vesting date of the Award, subject to the Participant’s earning of the Shares with respect to which such payments equivalent to dividends or interest are paid upon achievement or satisfaction of applicable conditions specified by the Committee. Subject to Section 8.2(b) hereof,the terms of the Plan, such dividends or Dividend Equivalents may have such terms and conditions as the Committee shall determine, but shall not be granted byawarded on unearned or unvested Awards. For the Administrator, either alone or in tandem with another Award, based onavoidance of doubt, dividends declared on the Common Stock, to be credited as of dividend payment dates during the period between the date theand 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 onlynot be paid out to the Participant at the same time or times and to the same extent thatuntil the vesting conditions, if any, are subsequently satisfied and the Performance Award vests with respect to such Shares.or settlement of an Award.
Subject to Section 8.2(b) hereof,# Generally. Dividend Equivalents may be granted by the Administrator, either alone or in tandem with another Award, based on dividends declared on the Common Stock, to be credited as of dividend payment dates 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 andParticipants at such time and subject to such limitationsor times as mayshall be determined by the Administrator. In addition,Dividend Equivalents may be granted in tandem with other 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 Shares covered by a PerformanceAwards shall not be fully vested until the Awards have been earned and shall be forfeited if the related Award is forfeited. Dividend Equivalents shall only be paid out toevidenced in writing, whether as part of the Participant atAward Agreement governing the same time or times and toterms of the same extent that the vesting conditions,Award, if any, are subsequently satisfied and the Performanceto which such Dividend Equivalent relates, or pursuant to a separate Award vestsAgreement with respect to freestanding Dividend Equivalents, in each case, containing such Shares.provisions not inconsistent with the Plan as the Administrator shall determine, including customary representations, warranties and covenants with respect to securities law matters.
Subject to Section 8.2(b) hereof,Dividends and Dividend EquivalentsEquivalents. The terms of an Award may be granted by the Administrator, either alone or in tandem with another Award, based on dividends declared on the Common Stock, to be credited as of dividend payment dates during the period between the date the Dividend Equivalents are granted toprovide a Participant andwith 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 andright, subject to such limitationsterms and conditions as the Committee may be determined by the Administrator. In addition, Dividend Equivalentsspecify, to receive dividend payments or dividend equivalent payments with respect to Shares covered by a Performance Award shall onlythe Award, which payments may be paid outeither made currently or credited to an account established for the Participant atParticipant, and may be settled in cash or Shares, as determined by the same time or times and to the same extent that the vesting conditions, if any, are subsequently satisfied and the Performance Award vests with respect to such Shares.Committee.
Subject to Section 8.2(b) hereof, Dividend EquivalentsAny Participant selected by the Compensation Committee may be granted by the Administrator, either alone or in tandem with another Award,dividend equivalents based on the dividends declared on the Common Stock,Shares that are subject to any Award, to be credited as of dividend payment datesdates, during the period between the date the Dividend Equivalents areAward is granted to a Participant and the date such Dividend Equivalents terminatethe Award is exercised, vests or expire,expires, as determined by the Administrator.Compensation Committee; provided, however, that, with respect to Awards granted after May 4, 2010, dividend equivalents may only be credited with respect to the vested portions of Awards. Such Dividend Equivalentsdividend 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 paid out to the Participant at the same time or times and to the same extent that the vesting conditions, if any, are subsequently satisfied and the Performance Award vests with respect to such Shares.Compensation Committee.
SubjectDividends and Dividend Equivalents. For any Award granted pursuant to Section 8.2(b) hereof, Dividend Equivalents may be granted by the Administrator, either alonePlan on or in tandem with another Award, based on dividends declared on the Common Stock, to be credited as of dividend payment dates during the period between the date the Dividend Equivalents are granted toafter June 16, 2023, a Participant and the date suchshall not be entitled to receive cash or stock dividends, Dividend Equivalents terminateEquivalents, or expire, as determined by the Administrator. Such Dividend Equivalents shall be convertedcash payments in amounts equivalent to cash or additional Sharesstock dividends on shares of Stock covered by such formulaan Award which has not vested. Notwithstanding the foregoing, for any Award granted pursuant to the Plan on or after June 16, 2023, the Administrator in its absolute and at such time and subject to such limitations assole discretion may be determined by the Administrator. In addition,credit a Participant’s Award with cash or stock dividends, Dividend EquivalentsEquivalents, or cash payments with respect to Shares coveredany unvested Awards, provided that such cash or stock dividends, Dividend Equivalents, or cash payments are held in escrow by a Performance Award shall only be paid out to the Participant at the same time or times andCompany (subject to the same extent thatrestrictions as the vesting conditions, if any, are subsequently satisfied andAward) until all restrictions on the Performancerespective Award vests with respect to such Shares.have lapsed.
SubjectDividends and Dividend Equivalents. An Award may provide the Participant with the right to Section 8.2(b) hereof, Dividend Equivalentsreceive dividends or dividend equivalent payments with respect to Stock which may be granted byeither paid currently or credited to an account for the Administrator, either aloneParticipant, and may be settled in cash or in tandem with another Award, based on dividends declared on the Common Stock, to be credited as of dividend payment dates during the period between the date the Dividend Equivalents are granted to a Participant and the date such Dividend Equivalents terminate or expire,Stock as determined by the Administrator. Such Dividend Equivalents shallCommittee. Any such settlements, and any such crediting of dividends or dividend equivalents or reinvestment in shares of Stock, may be converted to cash or additional Shares by such formula and at such time and subject to such limitationsconditions, restrictions and contingencies as may be determined by the Administrator. In addition, Dividend Equivalents with respect to Shares covered by a Performance AwardCommittee shall only be paid out toestablish, including the Participant at the same time or times and to the same extent that the vesting conditions, if any, are subsequently satisfied and the Performance Award vests with respect toreinvestment of such Shares.credited amounts in Stock equivalents.
SubjectDividend Equivalents. The Committee is authorized to Section 8.2(b) hereof,grant Dividend Equivalents to an Eligible Person, entitling such Eligible Person to receive cash, Stock, other Awards, or other property equal in value to dividends paid with respect to a specified number of shares of Stock, or other periodic payments. Dividend Equivalents may be granted by the Administrator, either aloneawarded on a free-standing basis or in tandemconnection with another Award, based on dividends declared on the Common Stock, to be credited asAward (other than an Award of dividend payment dates during the period between the date the Dividend Equivalents are granted toRestricted Stock or a Participant and the date such Dividend Equivalents terminate or expire, as determined by the Administrator. SuchStock Award). The Committee may provide that Dividend Equivalents shall be convertedpaid or distributed when accrued or shall be deemed to cashhave been reinvested in additional Stock, Awards, or additional Shares by such formula and at such timeother investment vehicles, and subject to such limitationsrestrictions on transferability and risks of forfeiture, as the Committee may be determined by the Administrator. In addition,specify. With respect to Dividend Equivalents granted in connection with another Award, absent a contrary provision in the Award Agreement, such Dividend Equivalents shall be subject to the same restrictions and risk of forfeiture as the Award with respect to Shares covered by a Performancewhich the dividends accrue and shall not be paid unless and until such Award has vested and been earned. Notwithstanding the foregoing, Dividend Equivalents shall only be paid out toin a manner that is either exempt from or in compliance with the Participant at the same time or times and to the same extent that the vesting conditions, if any, are subsequently satisfied and the Performance Award vests with respect to such Shares.Nonqualified Deferred Compensation Rules.
SubjectDividends and Dividend Equivalents. An Award may provide the Participant with the right to Section 8.2(b) hereof, Dividend Equivalentsreceive dividends or dividend equivalent payments with respect to Stock which may be granted byeither paid currently or credited to an account for the Administrator, either aloneParticipant, and may be settled in cash or in tandem with another Award, based on dividends declared on the Common Stock, to be credited as of dividend payment dates during the period between the date the Dividend Equivalents are granted to a Participant and the date such Dividend Equivalents terminate or expire,Stock as determined by the Administrator. Such Dividend Equivalents shallCommittee. Any such settlements, and any such crediting of dividends or dividend equivalents or reinvestment in shares of Stock, may be converted to cash or additional Shares by such formula and at such time and subject to such limitationsconditions, restrictions and contingencies as may be determined by the Administrator. In addition, Dividend Equivalents with respect to Shares covered by a Performance AwardCommittee shall only be paid out toestablish, including the Participant at the same time or times and to the same extent that the vesting conditions, if any, are subsequently satisfied and the Performance Award vests with respect toreinvestment of such Shares.credited amounts in Stock equivalents.
Subject to Section 8.2(b) hereof, Dividend Equivalents may be grantedthe provisions of the Plan and any Award Agreement, the recipient of an Award (including any deferred Award) may, if so determined by the Administrator, either aloneCommittee, be entitled to receive, currently or on a deferred basis, cash, stock or other property dividends, or cash payments in tandemamounts equivalent to cash, stock or other property dividends on Shares (“Dividend Equivalents”) with anotherrespect to the number of Shares covered by the Award, based on dividends declared on the Common Stock, to be credited as of dividend payment dates 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. SuchCommittee, in its sole discretion. The Committee may provide that such Dividend Equivalents (if any) shall be converted to cash or additional Shares by such formula and at such time and subject to such limitations as mayeither # be determined by the Administrator. In addition, Dividend Equivalents with respect to Shares covered by a Performance Award shall only be paid out to the Participant at the same time or times and to the same extent that the vesting conditions, if any, are subsequently satisfied and the Performance Award vests with respect to such Shares.Award on the dividend payment date in cash or in unrestricted Shares having a Fair Market Value equal to the amount of such dividends or # be deferred and the amount or value thereof automatically reinvested in additional Shares, other Awards or otherwise reinvested and may provide that such Dividend Equivalents are subject to the same vesting or performance conditions as the underlying Award; provided, however, that in no event shall any Dividend Equivalents be paid with respect to an Award subject to performance-based vesting conditions until (and only to the extent) such conditions have been satisfied.
Dividend Equivalents. The Committee is hereby authorized to grant Dividend Equivalents to Eligible Persons under which the Participant shall be entitled to receive payments (in cash, Shares, other securities, other Awards or other property as determined in the discretion of the Committee) equivalent to the amount of cash dividends paid by the Company to holders of Shares with respect to a number of Shares determined by the Committee. Subject to Section 8.2(b) hereof,the terms of the Plan and any applicable Award Agreement, such Dividend Equivalents may be granted byhave such terms and conditions as the Administrator, either alone or in tandem with another Award, based on dividends declared onCommittee shall determine. Notwithstanding the Common Stock, to be credited as of dividend payment dates duringforegoing, the period between the date theCommittee may not grant Dividend Equivalents are granted to a Participant and the date such Dividend Equivalents terminateEligible Persons in connection with grants of Options 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 subjectStock Appreciation Rights 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 paid out to the Participant at the same time or times and to the same extent that the vesting conditions, if any, are subsequently satisfied and the Performance Award vests with respect to such Shares.Eligible Persons.
Dividend Equivalent Units. Subject to Section 8.2(b) hereof,the terms of this Plan, the Administrator will determine all terms and conditions of each award of Dividend Equivalents mayEquivalent Units, including but not limited to whether: # such Award will be granted by the Administrator, either alone or 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, based on dividends declared onone or more Performance Goals must be achieved during such period as the Common Stock, to be credited asAdministrator specifies; provided that any Dividend Equivalent Units granted in connection with an Option, Stock Appreciation Right or other “stock right” within the meaning of dividend payment dates 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 EquivalentsCode Section 409A shall be convertedset forth in a written arrangement that is separate from such Award, and to cash or additional Shares bythe extent the payment of such formuladividend equivalents is considered deferred compensation, such written arrangement shall comply with the provisions of Code Section 409A; and at such time and subject to such limitations as may be determined by the Administrator. In addition,provided further that no Dividend EquivalentsEquivalent Unit granted in tandem with respect to Shares covered by a Performanceanother Award shall only be paid outinclude 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 same time of commencement of employment with the Company or times andon the occasion of a promotion, then the Award may relate to the same extent that the vesting conditions, if any, are subsequently satisfied and the Performance Award vests with respect to such Shares.a period shorter than one fiscal year.
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