Form and Timing of Payout of Cash Deferral Accounts. Cash Deferral Accounts shall be paid out in cash. The Participant shall elect the timing of the payout for the Participant’s Cash Deferral Account no later than the last day of the calendar year prior to the first scheduled payment thereof. Notwithstanding the foregoing:

Payments to Rollover Participants. Payments from a Rollover Participant's Account shall be made in accordance with the form and timing of payment provisions of the Rollover Plan or the EBP, as applicable.

Form and Timing of Payment of Performance Units and Performance Shares. Payment of earned Performance Units or Performance Shares shall be made in a lump sum following the close of the applicable Performance Period. The Board may cause earned Performance Units or Performance Shares to be paid in cash or in Shares (or in a combination thereof) which have an aggregate Fair Market Value equal to the value of the earned Performance Units or Performance Shares at the close of the applicable Performance Period. Such Shares may be granted subject to any restrictions deemed appropriate by the Board. The form of payout of such Awards shall be set forth in the Award Agreement pertaining to the grant of the Award.

As soon as practicable after the applicable Performance Period has ended and all other conditions (other than Committee actions) to conversion and distribution of a Performance Share and/or Performance Unit Award have been satisfied (or, if applicable, at such other time determined by the Committee at or before the establishment of the Performance Goal), the Committee shall determine whether and the extent to which the Performance Goals were met for the applicable Performance Units and Performance Shares. If Performance Goals have been met, then the number of Performance Units and Performance Shares to be converted into Stock and/or cash and distributed to the Participants shall be determined in accordance with the Performance Goals for such Awards, subject to any limits imposed by the Committee.

Form of Payment of Award. Subject to section 2(d) hereof, the Award shall be payable in shares of Stock. Upon delivery of Performance Shares to the Grantee, the Company shall have the right to withhold from any such distribution, in order to meet the Company’s obligations for the payment of withholding taxes, shares of Stock with a Fair Market Value equal to the minimum statutory withholding for taxes (including federal and state income taxes and payroll taxes applicable to the supplemental taxable income relating to such distribution) and any other tax liabilities for which the Company has an obligation relating to such distribution. For the purpose of this Agreement, the date of determination of Fair Market Value shall be the date as of which the Grantee’s rights to payments under the Award are determined by the Committee in accordance with section 2 hereof.

Form and Terms of Payment. Subject to Applicable Law, the Committee may, in its sole discretion, settle the amount determined under Section 7(e) solely in cash, solely in Shares (valued at their Fair Market Value on the date of exercise of the SAR), or partly in cash and partly in Shares, with cash paid in lieu of fractional shares. Unless otherwise provided in an Award Agreement, all SARs shall be settled in Shares as soon as practicable after exercise.

Election of Form of Payment. A Participant may elect the form of payment with respect to his or her Plan Year Account for a Plan Year at the time of his or her initial deferral election for such Plan Year Account. The form of payment elected pursuant to this [Section 5.2(b)] may be set as: # a single lump sum on the Scheduled Withdrawal Date based on the balance credited to such Plan Year Account as of the last day of the calendar month containing the Scheduled Withdrawal Date or # substantially equal annual installments (each reflecting adjustments under [Sections 4.3 and 4.5]5] since the preceding payment) commencing on the selected March 15th Scheduled Withdrawal Date and occurring on each anniversary thereof over a period of two to five years, as specified by the Participant in the Participant’s initial deferral election with respect to such Plan Year Account or any subsequent change in such election made in compliance with Section 409A and the Regulations; provided, however, that a Participant may only elect an installment form of payment pursuant to [Section 5.2(b)(ii)] for a Plan Year Account with respect to which the Participant has made a timely election for a date certain Scheduled Withdrawal Date pursuant to [Section 5.2(a)(i)] above. For the avoidance of doubt, a Participant may not elect installment payments commencing on a Scheduled Withdrawal Date that is elected or deemed to be the date of the Participant’s separation from service. If a Participant fails to make a timely election of form of payment pursuant to this [Section 5.2(b)] with respect to a Plan Year Account, the form of payment for such Plan Year Account shall be deemed to be a single lump sum based on the balance of the Plan Year Account as of the last day of the calendar month immediately preceding the Scheduled Withdrawal Date.

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