Dividend Shares. If a dividend is paid on Shares during the period commencing on the Grant Date and ending on the date on which the Shares underlying the PSUs are distributed to the Participant pursuant to Section 3(d), the Participant shall be eligible to receive an amount equal to the dividend that the Participant would have received had the Shares underlying the PSUs been distributed to the Participant as of the time a which such dividend is paid; provided, however, that no such amount shall be payable with respect to any PSUs that are forfeited. Such amount shall be paid to the Participant on the date on which the Shares underlying the PSUs are distributed to the Participant in the same form (cash, Shares or other property) in which such dividend is paid to holders of Shares generally. Any Shares that the Participant is eligible to receive pursuant to this Section 3(b) are referred to herein as “Dividend Shares.”

Cash Dividends. If a cash dividend is paid on Shares during the period commencing on the Grant Date and ending on the date on which the Shares underlying the PSUs are distributed to the Participant pursuant to Section 3(d), then as of each dividend payment date, the Participant shall be credited with cash per PSU equal to the per Share amount of such dividend. Any amounts credited pursuant to the immediately preceding sentence shall be subject to the same applicable terms and conditions (including vesting, payment and forfeitability) as apply to the PSUs based on which the dividend equivalents were credited, and such amounts shall be paid in cash (without interest) at the same time as the PSUs to which they relate are settled.

Dividends. If on any date while PSUs are outstanding hereunder the Company shall pay any dividend on the Shares (other than a dividend payable in Shares), the number of PSUs granted to the Participant shall, as of such dividend payment date, be increased by a number of PSUs equal to: # the product of # the number of PSUs held by the Participant as of the related dividend record date, multiplied by # the per Share amount of any cash dividend (or, in the case of any dividend payable in whole or in part other than in cash, the per Share value of such dividend, as determined in good faith by the Committee), divided by # the Fair Market Value of a Share on the payment date of such dividend. In the case of any dividend declared on Shares that is payable in the form of Shares, the number of PSUs granted to the Participant shall be increased by a number equal to the product of # the PSUs that are held by the Participant on the related dividend record date, multiplied by # the number of Shares (including any fraction thereof) payable as a dividend on a Share. Any PSUs attributable to dividends under this Section 3 shall be subject to the vesting provisions provided in Section 2 and the performance conditions set forth in Exhibit A.

Dividend Equivalents. The Participant shall be entitled to receive dividend equivalents in respect of each PSU that vests, if any, pursuant to this Agreement, the Plan or the Employment Agreement. Specifically, if the Company declared a regular cash dividend on the Shares during the period commencing on the Grant Date and ending on a date on which any of the PSUs vests (each such period, a “Dividend Equivalent Period”), the Participant shall be entitled to receive dividend equivalents in an amount equal to the number of PSUs that vested on such date multiplied by the amount of the cash dividend per Share declared during the Dividend Equivalent Period, as if the Participant had held a number of Shares equal to the number of PSUs that vested on such date as of each dividend record date during the Dividend Equivalent Period. Any such dividend equivalents relating to the Participant’s vested PSUs shall be payable in cash at the same time as the Shares underlying the vested PSUs are issued to the Participant in accordance with Section 9, less applicable withholding taxes pursuant to Section 10. If the PSUs are forfeited, the Participant shall have no right to receive any dividend equivalents.