Election to Defer. Prior to ​, an election to defer may be made within 30 days following the date an individual first becomes an Outside Director of A&B or thereafter in December of each year. In December of each year, the Plan Administrator will send to each Outside Director a deferral election form. Elections to defer shall be irrevocable on the first day of the calendar year following the year in which the election was made. For an election to be effective for any calendar year, the form must be executed by the Outside Director, returned to the Plan Administrator, and accepted and approved by the Plan Administrator before the beginning of the calendar year for which the election is to be effective. Such election shall be effective and irrevocable on January 1 of the calendar year following the calendar year in which the Plan Administrator accepts and approves the Outside Director's executed election form. Any election will apply to subsequent calendar years until the Outside Director provides the Plan Administrator with a notice to modify or revoke the election. Such notice to modify or revoke the election will become irrevocable and effective on the January 1 following the year in which it was made. Notice of modification or revocation of an election must be submitted in writing, and may be submitted to the Plan Administrator at any time.

Election To Defer. A Non-Employee Director who desires to defer receipt of all or a portion of his Director's Fees in any calendar year shall so notify the Corporation's Pension Committee in writing before the first day of the calendar year, specifying on a form supplied by the Committee # the dollar amount or percentage of the Director's Fees to be deferred, # the deferral period, # the form of payment, and # the notional investment direction.

Performance Stock Units. Executive’s unvested Performance Stock Units (“PSUs”) under the Company’s Equity Incentive Plans shall continue to vest, subject to achievement of required performance metrics, during the Transition Period. Pursuant to the terms of Executive’s Performance Stock Unit Award Agreements, Executive agrees that any PSUs that have not vested on or prior to the end of the Transition Period are forfeited and cancelled. For avoidance of doubt, Executive shall not receive any additional PSUs.

Performance Stock Units. The restrictions on Employees outstanding PSUs will lapse contingent upon satisfying the performance conditions

An LTIP Participant may elect to defer the receipt of all or a portion of the shares attributable to the underlying Restricted Stock Unit awards by completing and submitting a Deferral Election.

A must make their Deferral Election under this [Section 3.2] no later than December 31 of the calendar year prior to the calendar year for which the Performance Stock Unit award relates (or such earlier date that the Administrator may specify). For example, on ​, an Employee receives a Performance Stock Unit award attributable to the 2012 Plan Year. The Employee must make a Deferral Election to defer the receipt of the shares underlying the Performance Stock Unit award no later than ​ (or such earlier date that the Administrator may specify).

Vesting Period: Third anniversary of grant date.

“Prior Equity Awards” shall mean outstanding stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and performance shares units.

"Performance Unit" means an Award, designated as a Performance Unit, granted to a Participant pursuant to [Article XI], valued by reference to the Fair Market Value of Stock or valued as a fixed dollar amount, and subject to achievement or satisfaction of one or more Performance Goals. Performance Units are payable in cash, Stock or a combination thereof. Even to the extent a Performance Unit is denoted by reference to Shares of Stock and is payable in Stock, the receipt of a Performance Unit Award does not constitute receipt of the underlying Shares.

Cancellation of Performance Units/Shares. On the date set forth in the Award Agreement, all unearned or unvested Performance Units/Shares will be forfeited to the Company, and again will be available for grant under the Plan.