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 that are not paid currently may, at the Committee’s discretion, accrue interest, be reinvested into additional Shares, or, in the case of dividends or Dividend Equivalents credited in connection with Performance Awards, be credited as additional Performance Awards, and such dividends and Dividend Equivalents shall be paid to the Participant if and when, and to the extent that, payment is made pursuant to such Award.

Dividends and Dividend Equivalents. In the sole and complete discretion of the Committee, anAn Award (other than an Option or a Stock Appreciation Right) may provide the Participant with the right to receive dividends or Dividend Equivalents, payable in cash, Shares, other securities or other property on a current or deferred basis. All dividends or Dividend Equivalents that are notdividend equivalent payments with respect to Stock which may be either paid currently may, ator credited to an account for the Committee’s discretion, accrue interest,Participant, and may be reinvested into additional Shares, or,settled in cash or Stock as determined by the caseCommittee. Any such settlements, and any such crediting of dividends or Dividend Equivalents crediteddividend equivalents or reinvestment in connection with Performance Awards,shares of Stock, may be credited as additional Performance Awards, and such dividends and Dividend Equivalents shall be paid to the Participant if and when, and to the extent that, payment is made pursuantsubject to such Award.conditions, restrictions and contingencies as the Committee shall establish, including the reinvestment of such credited amounts in Stock equivalents.

Dividends and Dividend Equivalents. In the sole and complete discretion of the Committee, anAn Award (other than an Option or a Stock Appreciation Right) may provide the Participant with the right to receive dividends or Dividend Equivalents, payable in cash, Shares, other securities or other property on a current or deferred basis. All dividends or Dividend Equivalents that are notdividend equivalent payments with respect to Stock which may be either paid currently may, ator credited to an account for the Committee’s discretion, accrue interest,Participant, and may be reinvested into additional Shares, or,settled in cash or Stock as determined by the caseCommittee. Any such settlements, and any such crediting of dividends or Dividend Equivalents crediteddividend equivalents or reinvestment in connection with Performance Awards,shares of Stock, may be credited as additional Performance Awards, and such dividends and Dividend Equivalents shall be paid to the Participant if and when, and to the extent that, payment is made pursuantsubject to such Award.conditions, restrictions and contingencies as the Committee shall establish, including the reinvestment of such credited amounts in Stock equivalents.

Dividends and Dividend Equivalents. In the sole and complete discretionThe terms of the Committee, an Award (other than an Option or a Stock Appreciation Right) may provide thea 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 that are not paid currently may, at the Committee’s discretion, accrue interest, be reinvested into additional Shares, or, in the case of dividends or Dividend Equivalents credited in connection with Performance Awards, be credited as additional Performance Awards, and such dividends and Dividend Equivalents shall be paid to the Participant if and when, and to the extent that, payment is made pursuantright, subject to such Award.terms and conditions as the Committee may specify, to receive dividend payments or dividend equivalent payments with respect to Shares covered by the Award, which payments may be either made currently or credited to an account established for the Participant, and may be settled in cash or Shares, as determined by the Committee.

Dividend Equivalents. InThe Committee is authorized to grant Dividend Equivalents to any Eligible Person entitling 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 inEligible Person to receive cash, Shares, other securitiesAwards, or other property onequal in value to the dividends paid with respect to a currentspecified number of Shares, or deferred basis. All dividendsother periodic payments, in connection with another Award, other than Option or Stock Appreciation Right Awards. The Committee may provide that Dividend Equivalents that are notshall be paid currently may, at the Committee’s discretion, accrue interest,or distributed when accrued or shall be deemed to have been reinvested intoin additional Shares, or, inAwards, or other investment vehicles, and subject to such restrictions on transferability and risks of forfeiture, as the case of dividends orCommittee may specify. Notwithstanding the foregoing, Dividend Equivalents credited in connection with Performance Awards,an Award that vests based on the achievement of performance goals shall be creditedsubject to restrictions and risk of forfeiture to the same extent as additional Performance Awards, andthe Award with respect to which such dividends and Dividend Equivalents shall be paid to the Participant if and when, and to the extent that, payment is made pursuant to such Award.have been credited.

Dividends and Dividend Equivalents. InThe Committee is authorized to grant to Participants Awards under which the sole and complete discretionholders thereof shall be entitled to receive payments equivalent to dividends or interest with respect to a number of Shares determined by the Committee, an Award (other than an Option or a Stock Appreciation Right)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 Participant with dividends or Dividend Equivalents, payable in cash, Shares, other securities or other property on a current or deferred basis. Allright 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 not paid currently may, atupon achievement or satisfaction of applicable conditions specified by the Committee’s discretion, accrue interest, be reinvested into additional Shares, or, inCommittee. Subject to the caseterms of the Plan, such dividends or Dividend Equivalents credited in connection with Performance Awards,may have such terms and conditions as the Committee shall determine, but shall not be credited as additional Performance Awards, and suchawarded on unearned or unvested Awards. For the avoidance of doubt, dividends and Dividend Equivalents shallmay not be paid tountil the Participant if and when, and to the extent that, payment is made pursuant to suchvesting or settlement of an Award.

Except for Options and Dividend Equivalents. InSARs, the sole and complete discretion of the Committee, an Award (other than an Option or a Stock Appreciation Right)Committee 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 orgrant Dividend Equivalents to a Participant based on the dividends declared on Shares that are not paid currently may, atsubject to any Award granted to the Committee’s discretion, accrue interest, be reinvested into additional Shares, or, in the case of dividends orParticipant, with such Dividend Equivalents credited to the Participant as of the applicable dividend payment dates that occur during a period determined by the Committee. Dividend Equivalents shall be converted to and paid in connection with Performance Awards,cash or additional Shares or Awards by such formula and at such time and subject to such limitations as may be credited as additional Performance Awards, and suchdetermined by the Committee. Notwithstanding the foregoing, dividends and Dividend Equivalents with respect to any Award shall be subject to the same vesting and, if applicable, performance conditions as the underlying Award and shall be paid to a Participant at the Participant if and when, and tosame time as the extent that, payment is made pursuant to suchunderlying Award.

Dividend Equivalents. InThe Committee is hereby authorized to grant Dividend Equivalents to Eligible Persons under which the sole and completeParticipant shall be entitled to receive payments (in cash, Shares, other securities, other Awards or other property as determined in the discretion of the Committee, anCommittee) 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 the terms of the Plan and any applicable 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 orAgreement, such Dividend Equivalents that aremay have such terms and conditions as the Committee shall determine. Notwithstanding the foregoing, the Committee may not paid currently may, at the Committee’s discretion, accrue interest, be reinvested into additional Shares, or, in the case of dividends orgrant Dividend Equivalents creditedto Eligible Persons in connection with Performance Awards, be credited as additional Performance Awards, and such dividends and Dividend Equivalents shall be paid to the Participant if and when, and to the extent that, payment is made pursuantgrants of Options or Stock Appreciation Rights to such Award.Eligible Persons.

Dividend Equivalents. In the sole and complete discretionThe Committee is authorized to 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 the Committee, anshares of Stock, or other periodic payments. Dividend Equivalents may be awarded on a free-standing basis or in connection with another Award (other than an OptionAward of Restricted Stock or a Stock Appreciation Right)Award). The Committee 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 that are not paid currently may, at the Committee’s discretion, accrue interest, be reinvested into additional Shares, or, in the case of dividends or Dividend Equivalents credited in connection with Performance Awards, be credited as additional Performance Awards, and such dividends and Dividend Equivalents shall be paid or distributed when accrued or shall be deemed to have been reinvested in additional Stock, Awards, or other investment vehicles, and subject to such restrictions on transferability and risks of forfeiture, as the Committee may 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 Participant ifsame restrictions and when,risk of forfeiture as the Award with respect to which the dividends accrue and toshall not be paid unless and until such Award has vested and been earned. Notwithstanding the extent that, paymentforegoing, Dividend Equivalents shall only be paid in a manner that is made pursuant to such Award.either exempt from or in compliance with the Nonqualified Deferred Compensation Rules.

Subject to the sole and complete discretionprovisions of the Committee,Plan and any Award Agreement, the recipient of an Award (other than an Option(including any deferred Award) may, if so determined by the Committee, be entitled to receive, currently or on a Stock Appreciation Right) may provide the Participant with dividends or Dividend Equivalents, payable indeferred basis, cash, Shares, other securitiesstock or other property dividends, or cash payments in amounts equivalent to cash, stock or other property dividends on Shares (“Dividend Equivalents”) with respect to the number of Shares covered by the Award, as determined by the Committee, in its sole discretion. The Committee may provide that such Dividend Equivalents (if any) shall be either # be paid with respect to such Award on the dividend payment date in cash or in unrestricted Shares having a current or deferred basis. AllFair 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 are not paid currently may, at the Committee’s discretion, accrue interest, be reinvested into additional Shares, or, in the case of dividends orno event shall any Dividend Equivalents credited in connection with Performance Awards, be credited as additional Performance Awards, and such dividends and Dividend Equivalents shall be paid with respect to an Award subject to performance-based vesting conditions until (and only to the Participant if and when, and to the extent that, payment is made pursuant toextent) such Award.conditions have been satisfied.