Restricted Stock Units Grant. Effective for service on or after ​ to be granted ​ and on the first day of each succeeding calendar quarter, each Outside Director who is then a member of the Board of Directors and served as a member of the Board for any portion of the calendar quarter ended immediately prior to such day, will be granted the number of Restricted Stock Units that will be equal to the applicable Equity Grant Amount (or the pro-rata amount based on the number of days of service in the quarter if the Outside Director did not serve the whole quarter) divided by the Fair Market Value of Common Stock for such grant date, or if the New York Stock Exchange is not open for trading on such date, the grant date shall be the next following trading date. For the last quarterly grant with respect to the last quarter of Board service, any fractional amount of the applicable Equity Grant Amount (or the pro-rata amount based on the number of days of service in the quarter if the Outside Director did not serve the whole quarter) that is not utilized in converting the grant into whole shares of Restricted Stock when added to any outstanding fractional Restricted Stock Unit shall be paid in cash when the shares are distributed pursuant to 10.(C). Effective for grants made in respect of service on or after ​, the Restricted Stock Units are further restricted by only ratably vesting over three years, subject to accelerated full vesting upon becoming a Retired Outside Director.

Restricted Stock Units Grant.Quarterly Equity Grants. Effective for service on or after October 1, 2008​, to be granted January 1, 2009beginning on ​, and on the first day of each succeeding calendar quarter,quarter (or ​ in respect of the partial calendar quarter ending on ​), and ending on ​ (in respect of the calendar quarter ending on ​) and ​ (in respect of the partial calendar quarter ending on ​), each Outside Director who is then a member of the Board of Directors and served as a member of the Board for any portion of the calendar quarter ended immediately prior to such day, will be granted the number of Restricted Stock Units that will be equal to the applicable Equity Grant Amount (or the pro-rata amount based on the number of days of service in the quarter if the Outside Director did not serve the whole quarter) divided by the Fair Market Value of the Common Stock for such grant date, or if the New Yorkprimary exchange on which the Common Stock Exchangeis then listed for trading is not open for trading on such date, the grant date shall be the next following trading date. For the last quarterly grant with respect to the last quarter of Board service, any fractional amount of the applicable Equity Grant Amount (or the pro-rata amount based on the number of days of service in the quarter if the Outside Director did not serve the whole quarter) that is not utilized in converting the grant into whole shares of Restricted Stock Units when added to any outstanding fractional Restricted Stock Unit shall be paid in cash when the shares are distributed pursuant to 10.(C).cancelled. Effective for quarterly grants made in respect of service on or after October 1, 2010,​, the Restricted Stock Units are further restricted by only ratably vesting over three years, subject to accelerated full vesting upon becoming a Retired Outside Director.

Annual Equity Grants. Effective for service on or after ​, to be granted on ​ (or, for Directors elected other than at an Annual Meeting, on the effective date of their election as a Director) and on the first day of each succeeding calendar quarter,Annual Meeting, each Outside Director who is then a member of the Board of Directors and served as a member of the Board for any portion of the calendar quarter ended immediately prior to such day,Directors, will be granted the number of Restricted Stock Units that will be equal to the applicable Equity Grant Amount (or the pro-rata amount based on the number of days of service in the quarter if the Outside Director did not serve the whole quarter) divided by the Fair Market Value of the Common Stock for such grant date, or if the New Yorkprimary exchange on which the Common Stock Exchangeis then listed for trading is not open for trading on such date, the grant date shall be the next following trading date. For the last quarterlyannual grant with respect to the last quarteryear of Board service, any fractional amount of the applicable Equity Grant Amount (or the pro-rata amountwill be prorated at settlement based on the number of days of actual service in the quarteryear if the Outside Director did not serve until the whole quarter) that is not utilized in converting the grant into whole shares of Restricted Stock when added to any outstanding fractional Restricted Stock Unit shall be paid in cash when the shares are distributed pursuant to 10.(C).next succeeding Annual Meeting. Effective for grants made in respect of service on or after ​, the Restricted Stock Units are further restricted by only ratably vesting over three years,shall vest on the earlier of the first anniversary of the grant date or the next Annual Meeting, subject to accelerated full vestingpro-rata vesting, as described in the immediately preceding sentence, upon becoming a Retired Outside Director.

Restricted Stock Units. Each Outside Director will receive shares of Common Stock for their Restricted Stock Units Grant. Effective for service on or after ​ to be granted ​ and on the firstfifth business day of each succeeding calendar quarter, each Outside Director who is then a member of the Board of Directors and served as a member of the Board for any portion of the calendar quarter ended immediately prior to such day, will be granted the number of Restricted Stock Units that will be equal to the applicable Equity Grant Amount (or the pro-rata amount based on the number of days of service infollowing the quarter ifof his or her separation from Board service. Notwithstanding the Outside Director did not serveforegoing, the whole quarter) divided byBoard may at any time deny the Fair Market Value of Common Stock for such grant date,payment of, or ifreduce the New York Stock Exchange is not open for trading on such date, the grant date shall be the next following trading date. For the last quarterly grant with respect to the last quarter of Board service, any fractional amount of the applicable Equity Grant Amount (or the pro-rata amount based on the number of days of service in the quarter if the Outside Director did not serve the whole quarter) that is not utilized in converting the grant into whole shares of Restricted Stock when added to any outstanding fractional Restricted Stock Unit shall be paid in cash when the shares are distributed pursuant to 10.(C). Effective for grants made in respect of service on or after ​,of, the Restricted Stock Units are further restricted by only ratably vesting over three years, subjectof any Participant if, in the opinion of the Board, such Participant was engaged in an act of misconduct or otherwise engaged in conduct detrimental to accelerated full vesting upon becoming a Retired Outside Director.the Company.

Restricted Stock Units Grant. Effective for service onA person who is initially elected or after October 1, 2008appointed to be granted January 1, 2009 andthe Board other than on the first daydate of each succeeding calendar quarter, eachan annual meeting of stockholders and who is an Outside Director whoat the time of such initial election or appointment shall receive on the date of such initial election or appointment (or as soon as practicable thereafter) a pro-rated grant of whole Restricted Shares or Stock Units, which proration shall reflect such Outside Director’s partial year of service, calculated as the quotient of # ​ or such other amount as is then a memberapproved, from time to time, by the Board or Committee as part of the Board of Directors and served as a member of the Board for any portion of the calendar quarter ended immediately prior to such day, will be granted the number of Restricted Stock Units that will be equal to the applicable Equity Grant Amount (or the pro-rata amount based on the number of days of service in the quarter if the Outside Director did not serve the whole quarter)Company’s non-employee director compensation program, divided by # the Fair Market Value of Common Stock for such grant date, or if the New York Stock Exchange is not open for trading on such date,a Share as of the grant date multiplied by a fraction, # the numerator of which is the number of days from the date of such initial election or appointment through the first anniversary of the date of the preceding annual meeting of stockholders and # the denominator of which is three hundred and sixty-five (365). The Restricted Shares or Stock Units granted under this [Section 4(e)(ii)] shall bevest on the first anniversary of the date of grant (or, if earlier, the date of the Company’s next annual meeting of stockholders following trading date. For the last quarterly grantdate of grant). Notwithstanding the foregoing, each Restricted Share or Stock Unit granted under this [Section 4(e)(ii)] shall become vested if a Change in Control occurs with respect to the last quarter of Board service, any fractional amount of the applicable Equity Grant Amount (or the pro-rata amount based on the number of days of service in the quarter ifCompany during the Outside Director did not serve the whole quarter) that is not utilized in converting the grant into whole shares of Restricted Stock when added to any outstanding fractional Restricted Stock Unit shall be paid in cash when the shares are distributed pursuant to 10.(C). Effective for grants made in respect of service on or after October 1, 2010, the Restricted Stock Units are further restricted by only ratably vesting over three years, subject to accelerated full vesting upon becoming a Retired Outside Director.Director’s Service.