Restricted Share Unit Account. Restricted Share Units represent hypothetical shares of Common Stock, and not actual shares. The Company shall establish and maintain a Restricted Share Unit account (“Unit Account”), as a bookkeeping account on its records, for the Participant and shall record in such account the number of Units granted to Participant. No shares of Common Stock shall be issued to Participant at the time any grant is made, and the Participant shall not be, nor have any of the rights or privileges of, a stockholder of the Company with respect to any Units recorded in the Unit Account. Participant shall not have any interest in any fund or specific assets of the Company by reason of this award or the Unit Account established for Participant.

Payment of Unit Account. At such time as Participant ceases to serve as a Director of the Company, or upon an earlier Change in Control, the Company shall issue to Participant, within thirty (30) days thereafter, one share of Common Stock for each vested Unit credited to Participant’s Unit Account. The issuance of Common Stock to Participant pursuant to this Agreement is subject to all applicable foreign, federal, state, local and other taxes. Notwithstanding any provision of this Agreement to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Internal Revenue Code Section 409A, if Participant is a “specified employee” (as defined in said [Section 409A]) on his or her date of “separation from service” (as defined in said [Section 409A]), any distribution may not be made earlier than the date which is six (6) months after the date of Participant’s separation from service (or, if earlier, the date of death of Participant), and any amount to be so delayed shall be paid on the earlier of the first business day following the expiration of such six (6) month period or as soon as practical following Participant’s death.

Section # Establishment of Deferred Stock Account.

Restricted Stock, Restricted Stock Unit or Deferred Stock Unit Agreement. Each Restricted Stock, Restricted Stock Unit and/or Deferred Stock Unit award shall be evidenced by an Award Agreement that shall specify the Period(s) of Restriction, the number of Shares of Restricted Stock or the number of Restricted Stock Units or Deferred Stock Units granted, and such other provisions as the Committee shall determine.

Stock Fund Account. Subject to the provisions of Sections 5 and 8.1, as of the last day of each Plan Year, the Trustee shall credit to each Participant’s Stock Fund Account: # the Participant’s allocable share of Stock purchased by the Trustee or contributed by the Employer to the Trust Fund for that year; # the Participant’s allocable share of the Stock that is released from the Unallocated Stock Fund for that year; # the Participant’s allocable share of any forfeitures of Stock arising under the Plan during that year; and # any stock dividends declared and paid during that year on Stock credited to the Participant’s Stock Fund Account.

If a Director elects to direct deferred amounts of Cash Compensation into the Deferred Stock Account, then, on the applicable Compensation Payment Date, the Director’s Deferred Stock Account shall be credited with a number of Deferred Stock Units equal to # the amount deferred into the Deferred Stock Account, divided by # the Market Value on the Compensation Payment Date, and rounded to the nearest ten-thousandth; provided, however, that the Board may adopt another valuation method so long as such method is communicated in writing to Participants prior to the commencement of the Plan Period during which such valuation method will apply.

A Director’s Deferred Stock Account will be credited:

Stock Unit Award Agreement. Each grant of Stock Units under the Plan shall be evidenced by a Stock Unit Award Agreement between the Participant and the Company. Such Stock Units shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various Stock Unit Award Agreements entered into under the Plan need not be identical.

Restricted Stock Unit Award. The Participant is hereby awarded, pursuant to ​ 2021 Long-Term Incentive Plan (as amended from time to time, the “Plan”), and subject to its terms, a Restricted Stock Unit award (the “Award”) giving the Participant the conditional right to receive, without payment but subject to the conditions and limitations set forth in this Agreement and in the Plan, [●] shares of common stock of the Company, par value $1.00 per share (the “Shares”), subject to adjustment pursuant to Section 7 of the Plan in respect of transactions occurring after the date hereof.

Restricted Stock Unit Award. The number of Restricted Stock Units awarded to the Grantee and the grant date of the award are as set forth in the RSU Grant Notice delivered to the Grantee (the “Grant”).