Eligibility for Awards. An Award with respect to a Performance Period may be made pursuant to Section 11 of the Plan to # Participants for such Performance Period who shall have been an Employee at any time during such Performance Period, or to # the beneficiary or beneficiaries or legal representatives, as the Committee in its sole discretion shall determine, of any such person whose employment shall have been terminated by reason of his or her death during such Performance Period.

RSUs will be granted only to selected employees and to nonemployee directors of the Company or to selected employees of a Designated Employer. Frequency and level of awards to individual participants will be determined by the administrative authority. Individual awards under this Plan will not necessarily be granted annually. The entitlement to receive amounts and Common Shares pursuant to clause 2 and clause 6 arises from past services rendered from the Grant Date to the date of vesting of the RSU.

Eligibility for Awards. Awards may be granted under this Plan only to Persons who are Eligible Persons at the time of grant thereof.

Stock Awards. Stock Awards may be granted under the Plan only to directors of the Company. A Stock Award may be in the form of either # shares of Common Stock, or # phantom stock, each share of which is equivalent in value to a share of Common Stock. The Committee shall have absolute discretion to determine the terms and conditions of Stock Awards, including but not limited to, any restrictions on the shares of Common Stock issued pursuant to a Stock Award and the terms of any agreement evidencing a Stock Award. The Committee in its discretion may establish a deferred compensation program under which fees payable by the Company to directors may be deferred in the form of a Stock Award.

Stock Awards. Stock Awards shall have no voting rights. Dividend equivalents declared with respect to a Participant’s Stock Awards in accordance with the underlying program governing the terms of the Stock Award shall be credited to the Participant’s account(s) under the Plan and paid in accordance with the provisions of Article 7.

Stock Awards. The Committee is authorized to grant a Stock Award under the Plan to any Eligible Person as a bonus, as additional compensation, or in lieu of cash or other compensation the individual is otherwise entitled to receive, in such amounts and subject to such other terms as the Committee in its discretion determines to be appropriate.

Restricted Stock Awards. The Committee is authorized to grant Restricted Stock Awards to any Eligible Person on the following terms and conditions:

Restricted Stock Awards. The Board in its discretion may grant Restricted Stock Awards, entitling the recipient to acquire, for a purchase price determined by the Board, shares of Common Stock subject to such restrictions and conditions as the Board may determine at the time of grant (“Restricted Stock”), including continued employment and/or achievement of pre-.established performance goals and objectives.

Stock Unit Awards. A Participant shall receive a Stock Unit Award for each calendar quarter in respect of his Mandatory Conversion and any Voluntary Conversion applicable to such quarter. Such Stock Unit Award shall equal the number of the Stock Units determined by dividing # the aggregate dollar amount of the Participant’s Director’s Fees that are converted to a Stock Unit Award for the quarter by his Mandatory Conversion and Voluntary Conversion, by # the Fair Market Value of the Common Stock on the last business day of such calendar quarter. Each Stock Unit Award shall be credited to the Participant’s Stock Unit Account as of the first day following the end of the calendar quarter for which such Stock Unit Award is granted.

ELIGIBILITY FOR RESTRICTED CASH AWARDS. Eligibility to receive a Restricted Cash Award shall be determined by the Board or the Plan Administrator in its sole discretion.