Prior to the end of the calendar year in which Board service terminates, a Director may irrevocably elect to switch up to 100% of the value of the DSUs in his or her DSU Account into cash, effective on the date one year following termination of Board service (hereafter "First Anniversary Date"). The cash value of the DSUs will be based on the number of DSUs in the Director's DSU Account on the First Anniversary Date multiplied by the average of the closing market price of the Company's common stock as reported on the Consolidated Tape for the New York Stock Exchange for the 20 trading days immediately preceding the First Anniversary Date. The cash in the DSU Account will thereafter be credited monthly with interest equivalents based upon the prior calendar month's average yield for U.S. Treasury notes and bonds with maturities of from ten to twenty years, as published by an official agency to be determined by the Chief Financial Officer and utilized on a consistent year to year basis.

Payment upon Termination of Service on the Board. The value of a Director’s Deferred Fee Account, determined in accordance with the last sentence of Section 3.4, shall be payable in cash in a lump sum as soon as administratively practicable following six (6) months after the Director’s service on the Board ends, or if elected in advance by the Director under Section 3.6 hereof, in annual installments. If installments are elected, the amount of each payment shall be a fraction of the value of the Director’s Deferred Fee Account designated by the Director for installment payments and in such account on the last day of the calendar month preceding payment, the numerator of which is one and the denominator of which is the total number of installments elected minus the number of installments previously paid. The first installment payment shall be made as provided in the last sentence of Section 3.6(b), and all subsequent installment payments shall be made during the first month of each succeeding year until said account is exhausted, except as provided in [Section 5.1] or [Section 5.3].

Exercise upon Termination of Service. Awards described in this Article 8 are exercisable or distributable, as applicable, only while the Participant is an Employee, Director or Consultant, as applicable. The Administrator, however, in its sole discretion may provide that such Award may be exercised or distributed subsequent to a Termination of Service as provided under an applicable Program, Award Agreement, payment deferral election and/or in certain events, including without limitation, a Change in Control, the Participant's death, retirement or disability or any other specified Termination of Service.

Prior to the beginning of the calendar year of their annual election to the Board, Directors who have previously been elected to the Board may elect to receive in DSUs all or part of that portion of his or her Annual Compensation otherwise payable in cash. Notwithstanding the above, within 30 days from the date of their initial election or appointment to the Board, Directors may elect to receive in DSUs all or part of that portion of his or her Annual Compensation otherwise payable in cash; provided, however, that such election shall only apply to Annual Compensation earned in calendar quarters beginning after the date of such election. Such elections shall be irrevocable for the period for which the director is elected.

Service Termination. Except as set forth in Section 2(c) below and on [Schedule 1], upon the cessation of the Participant’s services with the Company for any reason, all unvested PSUs shall be automatically forfeited as of such cessation of services. For purposes of this PSU award, services with the Company shall include services as an employee or director of, or consultant or advisor to, the Company or to a parent or subsidiary of the Company, or any successor to the Company.

•You must complete this Deferral Election Form by the Election Deadline and select a date for receipt of the shares of Stock underlying the DSUs (and cash in respect of any Dividend Equivalents). If you fail to complete and timely submit this Deferral Election Form, the shares of Stock underlying your DSUs (and cash in respect of any Dividend Equivalents) will be issued and paid to you on the Settlement Date specified in [Section 4] of the Agreement.

Forfeiture Upon Termination of Continuous Service Status. Notwithstanding any contrary provision of this Agreement, if Participant’s Continuous Service Status ceases for any or no reason, the then-unvested Restricted Stock Units awarded by this Agreement will thereupon be forfeited at no cost to the Company on the date of termination of Participant’s Continuous Service Status, and Participant will have no further rights with respect to those Restricted Stock Units. For the avoidance of doubt, if the Expiration Date occurs before the date of termination of Participant’s Continuous Service Status, any unvested Restricted Stock Units immediately will be forfeited.

No Right to Board Service. Nothing in this Agreement or the Plan shall be construed as giving you the right to continue to serve on the Board.

Termination of Service. Except as otherwise set forth herein, the Grantee must remain in continuous Service (including to any successors to the Company or an Affiliate) through the Performance Period for the Award to vest. Except as otherwise set forth # herein, # in the Plan in connection with a Change in Control if the Grantee is not a party to a Retention Agreement, or # in a Retention Agreement to which the Grantee is a party in connection with a Change of Control (as defined in such Retention Agreement), in the event the Grantee’s Service (including to any successors to the Company or an Affiliate) terminates (or converts to inactive status in the manner specified in Section 4(b) hereof) during the Performance Period, the Grantee’s right to payment of the Award shall be determined as follows:

Termination of Service. If the Employee’s employment or service with the Company or any Subsidiary is terminated for any reason (including, but not limited to, voluntary termination by Employee and termination of Employee without Cause, including, but not limited to, termination due to elimination of Employee’s position) other than death, Disability or Retirement, the Employee shall forfeit any or all of the Restricted Stock Units for which the restrictions have not yet lapsed (the “Unvested Stock”). If the Employee’s employment or service with the Company or any Subsidiary is terminated by reason of death, Disability or Retirement, then # restrictions based on Performance Goals, if any, shall lapse based on actual performance during the full performance period and # restrictions based on lapse of time shall be deemed to have lapsed, with respect to the one-third of the RSUs that are scheduled to vest in the annual vesting installment period during which termination occurs, pro-rata based on a ratio in which the numerator is the number of completed months within the respective annual vesting installment period during which termination occurs and the denominator is twelve, and the Employee shall forfeit all remaining Unvested Stock. As used in this Agreement, a “month” is a calendar month, and a “completed month” requires employment or service from the first day through the last day of the month. However, in that calendar month in which the Restricted Stock Units are granted, a completed month only requires employment or service from the Date of Grant through the last day of that month. Except as provided in [Sections 4(a) and 4(b)])] hereof, the restrictions on Unvested Stock shall otherwise terminate in accordance with the schedule for the lapse of the restrictions set forth in [Exhibit A] hereto.