Quarterly Equity Grants. Effective for service on or after October 1, 2008, to be granted beginning on January 1, 2009, and on the first day of each succeeding calendar quarter (or April 10, 2023 in respect of the partial calendar quarter ending on April 9, 2023), and ending on April 1, 2023 (in respect of the calendar quarter ending on March 31, 2023) and April 10, 2023 (in respect of the partial calendar quarter ending on April 9, 2023), 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 primary exchange on which the Common Stock is 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 Restricted Stock Units when added to any outstanding fractional Restricted Stock Unit shall be 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.

Restricted Stock Units Grant. Effective for service on or after October 1, 2008 to be granted January 1, 2009 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 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 April 10, 2023, to be granted on April 10, 2023 (or, for Directors elected other than at an Annual Meeting, on the effective date of their election as a Director) and on the day of each succeeding Annual Meeting, each Outside Director who is then a member of the Board of Directors, will be granted the number of Restricted Stock Units that will be equal to the applicable Equity Grant Amount divided by the Fair Market Value of the Common Stock for such grant date, or if the primary exchange on which the Common Stock is then listed for trading is not open for trading on such date, the grant date shall be the next following trading date. For the annual grant with respect to the last year of Board service, the applicable Equity Grant Amount will be prorated at settlement based on the number of days of actual service in the year if the Outside Director did not serve until the next succeeding Annual Meeting. Effective for grants made in respect of service on or after April 10, 2023, the Restricted Stock Units shall vest on the earlier of the first anniversary of the grant date or the next Annual Meeting, subject to pro-rata vesting, as described in the immediately preceding sentence, upon becoming a Retired Outside Director.