Manner of Payment. A Participant’s Deferred Compensation, as adjusted for deemed earnings or losses thereon, will be paid by the Company to him or her or, in the event of his or her death, to the Participant’s beneficiary in a lump sum, unless the Participant makes a timely election in accordance with Section 4, to have the benefits paid in substantially equal annual cash installments over a period not exceeding ten (10) years. Benefits shall be calculated as follows: # to the extent that benefits are payable in the form of a lump sum, the value of a Participant’s Deferred Cash Account, fractional share equivalents of Common Stock in the Common Stock Unit Account and the Shadow Stock Unit Account (as each is determined on the Liquidation Allocation Date); and # to the extent that benefits are payable in the form of annual installments pursuant to this Section 7(b), annual payments will be made commencing on the payment commencement date determined pursuant to Section 7(c) and shall continue on each anniversary thereof until the number of annual installments specified in the Participant’s timely election has been paid. The amount of each such installment payment shall be determined by dividing the sum of the balances of the Participant’s Deferred Cash Account and Shadow Stock Unit Account, determined on the last business day of the calendar quarter preceding the installment payment date, by the number of installment payments, without regard to anticipated earnings. Notwithstanding the foregoing, a Participant’s Deferred Compensation invested in the Common Stock Unit Account shall only be distributed to the Participant in shares of Common Stock, in a lump sum, on the first payment date described in Section 7(c) below. Amounts credited to a Participant’s Deferred Cash Account held pending distribution pursuant to this Section 7(b) shall continue to be credited with interest in accordance with the provisions of Section 5(a) above.

Amount of Payment. The benefit that a Participant will receive from the Company in accordance with this Plan shall be, calculated pursuant to this Article 7: # payment equal to the number of full shares of Common Stock based upon the units equivalent to the shares of Common Stock credited to the Participant’s Common Stock Unit Account; and # cash equal to the sum of # the cash amount credited to the Participant’s Deferred Cash Account; # the cash value of the fractional shares (to the nearest thousandths) of Common Stock credited to the Participant’s Common Stock Unit Account on the date specified in Section 7(b); and # the cash value of the Shadow Stock Units and fractions thereof (to the nearest thousandths) credited to the Participant’s Shadow Stock Unit Account on the date specified in Section 7(b). Notwithstanding the preceding sentence to the contrary, in the event of a Change of Control or termination and liquidation of this Plan as provided in Sections 9 and 13, respectively, the value of a Participant’s Deferred Cash Account, Shadow Stock Unit Account and Common Stock Unit Account shall be determined by the Company immediately following such an event. If a particular date referenced in this Section 7 falls on a weekend or holiday, the date will be replaced with the first business day following that date.