Article # Form and Timing of Severance Benefits 5

Terms; Timing. Distribution of awards shall be governed by the terms and conditions applicable to such awards, as determined by the Committee or its delegate. Notwithstanding the foregoing, with respect to any award intended to be exempt from the requirements of [Section 409A] which is to be paid out when vested and qualify for the short-term deferral exemption to [Section 409A], such payment shall be made as soon as administratively feasible after the award became vested, but in no event shall such payment be made later than 2-1/2 months after the end of the calendar year in which the award became vested unless # deferred pursuant to [Section 5.2] or # otherwise permitted under the exemption provisions of Section 409A.

Timing, Method of Payment by Purchaser. Purchaser will pay the Purchase Price or any portion thereof to Merchant at a time and by a method at Purchaser’s discretion. Before executing this Agreement, Purchaser may conduct a processing trial to determine whether the Purchased Percentage will be correctly processed and reported to Purchaser. If the processing trial is not completed to Purchaser’s satisfaction, it will refund to Merchant all funds retained during the processing trial.

K3.2 Timing of Payment

Fifty percent (50%) of the RSUs (the “Time-based RSUs”) shall vest in four equal annual installments on January 1, 2015, January 1, 2016, January 1, 2017 and January 1, 2018 (each, a “Time Vesting Event”), subject, in each case, to the Participant’s continued service as a director of the Company through the date of each such Time Vesting Event, and the remaining fifty percent (50%) of the RSUs (the “Return-based RSUs”) (together with any then-unvested Time-based RSUs) shall vest on the date of a Shareholder Return Vesting Event, subject to the Participant’s continued service as a director of the Company through the date of such Shareholder Return Vesting Event. The Company shall, within

SECTION # Timing of Payment or Performance

Section # Timing of Payment or Performance 6772

67 SECTION 1.07 Timing of Payment or Performance

*Per 409A, the form and timing for these two triggering events must be the same.

Normal Form. The normal form for the payment of a Participant’s Accrued Benefit shall be a lump-sum payment in cash payable to the Participant not earlier than the first business day of the month occurring three full calendar months following the event giving rise to the distribution and not later than the close of the Plan Year during which such three month period ends or any such later date as may be permitted under Code section 409A.