Restricted Stock Unit. On the First Trading Day, each Eligible Director shall automatically be granted a Restricted Stock Unit Award with a fair market value (computed as of the date of grant in accordance with applicable financial accounting rules) equal to ​ (the “Annual Restricted Stock Unit Grant”). The number of shares subject to the Annual Restricted Stock Unit Grant shall be determined using the closing price of the Common Stock on the grant date, and rounding this number to the nearest integer multiple of one hundred (100) shares. With respect to an individual who becomes an Eligible Director during a calendar year after the First Trading Day, such Eligible Director’s Annual Restricted Stock Unit Grant for that year shall have a fair market value obtained by multiplying ​ by a fraction, the numerator of which is the number of whole calendar months remaining in the calendar year and the denominator of which is twelve. Such prorated grant shall be made upon the first trading day of the calendar month, within the Company’s open trading window, following the date such individual becomes an Eligible Director, with the number of shares determined using the closing price of the Common Stock on the grant date, and rounding this number to the nearest integer multiple of one hundred (100) shares.

Restricted Stock Unit. On the First Trading Day, eachEach Eligible Director then serving as a director of the Company shall automatically be grantedreceive an annual award on the date of the first meeting of directors after each annual stockholders’ meeting of restricted stock units with respect to a Restrictednumber of shares of Common Stock Unit Award withhaving a fair market value (computed asFair Market Value (as defined herein) equal to ​. For purposes of this Plan, the Fair Market Value of a share of Company Common Stock on the date of grant in accordance with applicable financial accounting rules) equal to ​ (the “Annual Restricted Stock Unit Grant”). The number of shares subject to the Annual Restricted Stock Unit Grant shall be determined using the closing price of thea share of Company Common Stock on the date of grant date, and rounding this number toas reported in the nearest integer multipleNew York Stock Exchange Composite Transactions Table published in the Wall Street Journal. If the New York Stock Exchange (NYSE) is closed on the date of one hundred (100) shares. Withgrant, then Fair Market Value shall be the closing price on the first trading day of the NYSE immediately following the grant date. An Eligible Director who joins the Board after such date shall receive a partial award of restricted stock units with respect to an individual who becomes an Eligible Director during a calendar year afternumber of shares of Common Stock having a Fair Market Value on the First Trading Day, such Eligible Director’s Annual Restricted Stock Unit Grant for that year shall havedate of grant equal to a fair market value obtainedprorated amount determined by multiplying ​ by a fraction,fraction the numerator of which is the number of whole calendar monthsdays remaining in the calendar year12 month period beginning on the date following the annual stockholders’ meeting and the denominator of which is twelve. Such prorated grant365. Fractional shares shall not be made upon the first trading day of the calendar month, within the Company’s open trading window, following the date such individual becomes anissued to Eligible Director, with theDirectors. A whole number of shares shall be determined using the closing price of the Common Stock on the grant date, andby rounding this numbereach fractional share to the nearest integer multiple of one hundred (100) shares.next highest whole number.

Restricted Stock Unit.Options. On the Firstfirst day following January 1 that the New York Stock Exchange is open for trading (the “First Trading Day,Day”), each Eligible Director shall automatically be granted a RestrictedNon-Qualified Stock Unit AwardOption with a fair market value (computed as of the date of grant in accordance with applicable financial accounting rules) equal to ​ (the “Annual Restricted Stock UnitOption Grant”). The number of shares subject to the Annual Restricted Stock UnitOption Grant shall be determined using the closing price of the Common Stock on the grant date, and rounding this number to the nearest integer multiple of one hundred (100) shares. With respect to an individual who becomes an Eligible Director during a calendar year after the First Trading Day, such Eligible Director’s Annual Restricted Stock UnitOption Grant for that year shall have a fair market value obtained by multiplying ​ by a fraction, the numerator of which is the number of whole calendar months remaining in the calendar year and the denominator of which is twelve. Such prorated grant shall be made upon the first trading day of the calendar month, within the Company’s open trading window, following the date such individual becomes an Eligible Director, with the number of shares determined using the closing price of the Common Stock on the grant date, and rounding this number to the nearest integer multiple of one hundred (100) shares.

Restricted Stock Unit. On the First Trading Day, each Eligible Director shall automatically be granted a Restricted Stock Unit Award with a fair market value (computed as of the date of grant in accordance with applicable financial accounting rules) equal to ​ (the “Annual Restricted Stock Unit Grant”). The number of shares subject to the Annual Restricted Stock Unit Grant shall be determined using the closing price of the Common Stock on the grant date, and rounding this number to the nearest integer multiple of one hundred (100) shares. With respect to an individual who becomes an Eligible Director during a calendar year after the First Trading Day, such Eligible Director’s Annual Restricted Stock UnitOption Grant for that year shall have a fair market value obtained by multiplying ​ by a fraction, the numerator of which is the number of whole calendar months remaining in the calendar year and the denominator of which is twelve. Such prorated grant shall be made upon the first trading day of the calendar month, within the Company’s open trading window, following the date such individual becomes an Eligible Director, with the number of shares determined using the closing price of the Common Stock on the grant date, and rounding this number to the nearest integer multiple of one hundred (100) shares.

Restricted Stock Unit. On the First Trading Day, each EligibleAnnual Grant. Each Director shall automaticallywill be granted annually an Option with a grant-date value of approximately ​ determined using a Black-Scholes option-pricing model and a Restricted Stock Unit Award with a fair marketgrant-date value (computed as of the date of grant in accordance with applicable financial accounting rules) equal toapproximately ​ (the “Annual Restricted Stock Unit Grant”). The number of shares subject to the Annual Restricted Stock Unit Grant shall be determined using the closing price of the Common Stock on the grant date, and rounding this number, in each case rounded down to the nearest integer multiple of one hundred (100) shares. With respect to an individual who becomes an Eligible Director during a calendar year after the First Trading Day, such Eligible Director’s Annualwhole share. The Restricted Stock Unit Grant for that year shall have a fair market value obtained by multiplying ​ by a fraction, the numerator of which is the number of whole calendar months remaining in the calendar year and the denominator of which is twelve. Such prorated grantUnits granted under this [Section 7(a)] shall be made upon the first trading day of the calendar month, within the Company’s open trading window, following the date such individual becomes an Eligible Director, with the number of shares determined using the closing price of the Common Stock on the grant date, and rounding this numberin addition to the nearest integer multiple of one hundred (100) shares.any RSUs granted to any Director pursuant to [Section 6].

Restricted Stock Unit. On the First Trading Day, each EligibleAnnual Grant. Each Director shall automaticallywill be granted annually an Option with a grant-date value of approximately ​ determined using a Black-Scholes option-pricing model and a Restricted Stock Unit Award with a fair marketgrant-date value (computed as of the date of grant in accordance with applicable financial accounting rules) equal toapproximately ​ (the “Annual Restricted Stock Unit Grant”). The number of shares subject to the Annual Restricted Stock Unit Grant shall be determined using the closing price of the Common Stock on the grant date, and rounding this number, in each case rounded down to the nearest integer multiple of one hundred (100) shares. With respect to an individual who becomes an Eligible Director during a calendar year after the First Trading Day, such Eligible Director’s Annualwhole share. The Restricted Stock Unit Grant for that year shall have a fair market value obtained by multiplying ​ by a fraction, the numerator of which is the number of whole calendar months remaining in the calendar year and the denominator of which is twelve. Such prorated grantUnits granted under this [Section 7(a)] shall be made upon the first trading day of the calendar month, within the Company’s open trading window, following the date such individual becomes an Eligible Director, with the number of shares determined using the closing price of the Common Stock on the grant date, and rounding this numberin addition to the nearest integer multiple of one hundred (100) shares.any RSUs granted to any Director pursuant to [Section 6].

Restricted Stock Unit. OnInitial Grant. Following the First Trading Day,effective date of this Plan, each Eligible Director shall automaticallyshall, effective as of the date of such individual’s initial election or appointment to the Board, be granted a Restricted Stock Unit Award with a fair marketgrant-date value (computed as of the date of grant in accordance with applicable financial accounting rules) equal toapproximately ​ (the “Annual Restricted Stock Unit Grant”). The number of shares subject to the Annual Restricted Stock Unit Grant shall be determined using the closing price of the Common Stock on the grant date, and rounding this number, rounded down to the nearest integer multiple of one hundred (100) shares. With respect to an individual who becomes an Eligible Director during a calendar year after the First Trading Day, such Eligible Director’s Annual Restricted Stock Unit Grant for that year shall have a fair market value obtained by multiplying ​ by a fraction, the numerator of which is the number of whole calendar months remaining in the calendar year and the denominator of which is twelve. Such prorated grant shall be made upon the first trading day of the calendar month, within the Company’s open trading window, following the date such individual becomes an Eligible Director, with the number of shares determined using the closing price of the Common Stock on the grant date, and rounding this number to the nearest integer multiple of one hundred (100) shares.share.