Dividend Equivalents. Unless otherwise determined by the Committee at the date of grant, any Dividend Equivalents that are granted with respect to any Restricted Stock Unit 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 extent as the Restricted Stock Unit Award with respect to which 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 no 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 as the Restricted Stock Unit Award with respect to which such Dividend Equivalents have been credited.

9.3Voting Rights, Dividend Equivalents. Unless otherwise determinedEquivalent Rights and Distributions. Participants shall have no voting rights with respect to shares of Stock represented by the Committee atRestricted Stock Units until the date of grant, any Dividend Equivalents that are granted with respect tothe 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 in the Award Agreement evidencing any Restricted Stock Unit AwardUnits that the Participant shall be subjectentitled 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 Accumulatedaccrue Dividend Equivalents with respect to athe payment of cash dividends on Stock during the period beginning on the date such Award is granted and ending, with respect to the particular shares subject to the Award, on the 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 Unit Award shallUnits or as an unfunded cash balance in a notional account. Accrued Dividend Equivalents, if any, will only be forfeited and all rights ofpaid to the Participant to such Accumulated Dividend Equivalents shall terminate, without further obligation on the part of the Company, unless the portion ofextent that the Restricted Stock Unit AwardUnits to which such Accumulatedaccrued Dividend Equivalents relate become vested pursuantor are otherwise 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 extent as the Restricted Stock Unit Award with respect to which 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 no 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 as the Restricted Stock Unit Award with respect to which such Dividend Equivalents have been credited.settled.

Treatment of Cash Dividends. At the time of an Award of Restricted Stock Units, the Committee atmay, in its discretion, determine to provide the date of grant, any Dividend Equivalents that are grantedGrantee with respectthe right to any Restricted Stock Unit 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 Accumulatedreceive cash 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 pursuantUnits subject to the termsAward, or a specified portion thereof. A “Dividend Equivalent” is an amount equal to the cash dividend payable per Share, if any, multiplied by the number of Shares then underlying the Restricted Stock Unit Award and this Plan. Notwithstandingwith respect to any cash dividends declared or paid by the foregoing,Company while the applicable Award Agreement may specify whether anyis outstanding. Any such Dividend Equivalents shall be # paidcredited to the Grantee at the time the Company pays any cash dividend payment date, deferredon its Shares. Until such time as the Dividend Equivalents vest or deferredare forfeited, interest may be credited 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 its discretion, may determine. Any Dividend Equivalents credited to the Grantee shall vest at the electionsame time as the underlying Restricted Stock Units, and payment of credited Dividend Equivalents, together with any interest accrued thereon, shall be made at the Participant, or # converted to additionaltime when the underlying Restricted Stock Units that shall be subjectconvert to restrictions and risk of forfeiture toShares. In the same extent as theevent any Restricted Stock Unit AwardUnits are forfeited under [Section 9(c)] hereof, any Dividend Equivalents credited to Grantee with respect to whichsuch forfeited Restricted Stock Units and any interest accrued thereon shall be forfeited to the Company, and the Grantee shall have no rights and the Company shall have no liability as to 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 no 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 as the Restricted Stock Unit Award with respect to which such Dividend Equivalents have been credited.or interest.

Dividend Equivalents. Unless otherwise determined bySubject to this Paragraph 5, with respect to dividends for which a record date occurs during the Committee at the date of grant, anyRestriction Period, Participant shall be credited with a Dividend Equivalents that are grantedEquivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of [Section 3(a)] of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 5 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the followingsame terms and conditions: #conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents payable with respectrelated to a Restricted Stock Unit Award shall be paidsuch dividend and to Units vesting on the vesting 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 shallwill be paid in cash, and # any Accumulated Dividend Equivalents with respect to a Restricted Stock Unit Award shall be forfeited and all rights ofcash or in Stock, in the Participant to such Accumulated Dividend Equivalents shall terminate, without further obligation on the partsole discretion of the Company, unlessas soon as practicable following the portion of the Restricted Stock Unit Award to whichpayment date for 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 extent as the Restricted Stock Unit Award with respect to which 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 no 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 as the Restricted Stock Unit Award with respect to which such Dividend Equivalents have been credited.dividend.

Dividend Equivalents. Unless otherwise determined byThe Award agreement for Restricted Stock Units may provide Participants with the Committee at the dateright to receive an amount equal to any dividends or other distributions declared and paid on an equal number of grant, anyoutstanding shares of Common Stock (“Dividend Equivalents”). Dividend Equivalents that are granted with respectmay be paid currently or credited to any Restrictedan account for the Participants, may be settled in cash and/or shares of Common Stock Unit Award shalland may be subject to the following termssame restrictions on transfer 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 extentforfeitability as the Restricted Stock Unit AwardUnits with respect to which 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, butpaid, in no 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 forfeitureeach case to the same extent asprovided in the Restricted Stock Unitapplicable Award with respect to which such Dividend Equivalents have been credited.agreement.

The Committee, in its discretion, may provide in the Award Agreement evidencing any Restricted Stock Unit Award that the Participant shall be entitled to receive Dividend Equivalents. Unless otherwise determined byEquivalent Rights during the Committee atperiod beginning on the date of grant, any Dividend Equivalents that area Restricted Stock Unit Award is granted and ending, with respect to each 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 property or any other adjustment made upon a change in the capital structure of the Corporation as described in [Section 3.2], any and all new, substituted or additional securities or other property (other than normal cash dividend equivalents) to which the Participant may be entitled by reason of the Participant’s Restricted Stock Unit Award shall be immediately subject to the following terms and conditions: # Dividend Equivalents payable with respect to a Restricted Stock Unit Awardconditions and shall be paid onsettled in 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,same manner 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 extenttime as the Restricted Stock Unit Award with respect to which 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 no 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 as the Restricted Stock Unit Award with respect to which such Dividend Equivalents have been credited.Equivalent Rights were paid or adjustments were made.

Dividend Equivalents. Unless otherwise determined byThe Award agreement for Restricted Stock Units may provide Participants with the Committee at the dateright to receive an amount equal to any dividends or other distributions declared and paid on an equal number of grant, anyoutstanding shares of Common Stock (“Dividend Equivalents”). Dividend Equivalents that are granted with respect to any Restrictedmay be settled in cash and/or shares of Common Stock Unit Awardand shall be subject to the following termssame restrictions on transfer 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 extentforfeitability as the Restricted Stock Unit AwardUnits with respect to which 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, butpaid, in no 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 forfeitureeach case to the same extent asprovided in the Restricted Stock Unit Award with respect to which such Dividend Equivalents have been credited.agreement.

The Participant shall not have the right to receive any dividends, other distributions or Dividend Equivalents. Unless otherwise determinedEquivalents, as applicable, in respect of the shares of Stock represented by the Restricted Stock Units prior to the delivery of such shares of Stock. At the discretion of the Committee determined at the datetime of grant, any Dividend Equivalents that are granted with respect to any Restricted Stock Unit Award shall bethe Award, 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 portionprovisions of Section 3(b) of the Restricted Stock Unit Award to which such Dividend Equivalents relates, is satisfied under [Section 6(e)(i)],Plan, the Participant may be credited 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 each dividend or other distribution for which a Restricted Stock Unit Award shall be forfeitedrecord date occurs during the Restriction Period and all rightsfor the payment of the Participant to such Accumulated Dividend Equivalents in cash or the reinvestment of such Dividend Equivalents in additional Units. The Committee may provide that any dividends, other distributions or Dividend Equivalents, whether payable in cash or shares of Stock, shall terminate, without further obligation onnot be paid or distributed immediately, but shall remain subject to all the part of the Company, unless the portion ofterms and conditions regarding vesting, restrictions and forfeiture that apply to the Restricted Stock Unit AwardUnits to which such Accumulateddividends, other distributions or 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 extent as the Restricted Stock Unit Award with respect to which 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 no 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 as the Restricted Stock Unit Award with respect to which such Dividend Equivalents have been credited.relate.

The Participant shall not have the right to receive any dividends, other distributions or Dividend Equivalents. Unless otherwise determinedEquivalents, as applicable, in respect of the shares of Stock represented by the Restricted Stock Units prior to the delivery of such shares of Stock. At the discretion of the Committee determined at the datetime of grant, any Dividend Equivalents that are granted with respect to any Restricted Stock Unit Award shall bethe Award, 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 portionprovisions of Section 3(a) of the Restricted Stock Unit Award to which such Dividend Equivalents relates, is satisfied under Section 6(e)(i),Plan, the Participant may be credited 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 each dividend or other distribution for which a Restricted Stock Unit Award shall be forfeitedrecord date occurs during the Restriction Period and all rightsfor the payment of the Participant to such Accumulated Dividend Equivalents in cash or the reinvestment of such Dividend Equivalents in additional Units. The Committee may provide that any dividends, other distributions or Dividend Equivalents, whether payable in cash or shares of Stock, shall terminate, without further obligation onnot be paid or distributed immediately, but shall remain subject to all the part of the Company, unless the portion ofterms and conditions regarding vesting, restrictions and forfeiture that apply to the Restricted Stock Unit AwardUnits to which such Accumulateddividends, other distributions or 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 extent as the Restricted Stock Unit Award with respect to which 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 no 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 as the Restricted Stock Unit Award with respect to which such Dividend Equivalents have been credited.relate.

Dividend Equivalents. Unless otherwise determined bySubject to this Paragraph 5, with respect to dividends for which a record date occurs during the Committee at the date of grant,Restriction Period applicable to any Units, Participant shall be credited with a Dividend Equivalents that are grantedEquivalent with respect to each outstanding Restricted Stock Unit, and with respect to any Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, in the number of Dividend Equivalent Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit Awardor as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of [Section 3(a)] of the Plan, such Dividend Equivalents will be credited to Participant as a cash value, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 5 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the followingsame terms and conditions: # Dividend Equivalents payable with respect to a Restricted Stock Unit Awardconditions, and shall be paid on the datevest 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(as applicable) 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 extenttime, as the Restricted Stock Unit Award with respectUnits to which such Dividend Equivalents have been credited. Ifthey relate; provided, however, that if the Participant may elect to defer the Dividend Equivalents, such election shall be made within 30 days after the grant date of theRestriction Period for any Restricted Stock Unit Award,ends after the record date for, but in no event later than 12 months before the firstpayment date onof, a dividend, then any Dividend Equivalents related to such dividend and to Units for which any portion of such Restricted Stock Unit Award vests (or at such other times prescribed by the Committee as shall not resultRestriction Period is ending will be paid in a violation of Section 409Acash or in Stock, in the sole discretion of the Code). NotwithstandingCompany, as soon as practicable following 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 as the Restricted Stock Unit Award with respect to whichpayment date for such Dividend Equivalents have been credited.dividend.