Payment at Scheduled Withdrawal Date. If a Participant reaches a Scheduled Withdrawal Date while in the employ of the Employer (or otherwise prior to termination of employment), the vested balance earned in his or her Accounts having such Scheduled Withdrawal Date shall be paid in a single lump sum, based on the balance of such Accounts as of the last day of the February immediately preceding such Scheduled Withdrawal Date, or be paid in substantially equal annual installments (each reflecting adjustments under [[Sections 4.3 and 4.5]5]]5] since the preceding payment) over a period of two to five years as specified in the Participant’s initial deferral election with respect to such Accounts or any subsequent change in such election timely made as provided in [Section 5.1(c)(i)].

Scheduled Payment Date. Subject to accelerated payment in the case of a Change in Control as described in Paragraph 5 below, the Company shall deliver or cause to be delivered to or on the behalf of the Grantee the number of Shares, if any, as determined under Paragraphs 2 and 3 above, on or before the Scheduled Payment Date in compliance with applicable law. The Company shall determine in its sole discretion the manner of delivering Shares under this Paragraph 4. For purposes of this Agreement, the “Scheduled Payment Date” shall mean March 15th of the calendar year immediately following the expiration of the Performance Period.

Election of Scheduled Withdrawal Date. A Participant may elect a Scheduled Withdrawal Date 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. A Scheduled Withdrawal Date elected pursuant to this [Section 5.2(a)] may be set as: # March 15 of any Plan Year beginning at least two years from the last day of the Plan Year in which the Compensation credited thereto was earned or # the date of the Participant’s separation from service from the Company, as defined in [Section 5.3], below. A Participant may extend any Scheduled Withdrawal Date previously elected pursuant to [Section 5.2(a)(i)], provided that the election of such extension is filed with the Committee at least one year before the previous Scheduled Withdrawal Date and such extension is for a period of not less than five years from such previous Scheduled Withdrawal Date. If a Participant fails to make a timely election of Scheduled Withdrawal Date pursuant to this [Section 5.2(a)] with respect to a Plan Year Account, the Scheduled Withdrawal Date for such Plan Year Account shall be deemed to be the date of the Participant’s separation from service from the Company, as defined in [Section 5.3], below.

Termination of Employment Before Completion of In-Service Distributions. In the event that a Participant’s termination of employment (within the meaning of [Section 5.3]), or death occurs before distribution in respect of his or her Accounts having such a Scheduled Withdrawal Date is made or completed, the balance of the Participant’s vested Accounts associated with such Scheduled Withdrawal Date shall be paid as herein provided upon such event where no Scheduled Withdrawal Date has been elected, unless # such event qualifies as a Retirement or Disability and # payment of installments has previously commenced with respect to such Scheduled Withdrawal Date, in which event such installment payments shall continue as provided in [Section 5.1(a)(ii)].

Scheduled Withdrawal Date Elections Made Prior to ​. This [Section 5.1(c)] shall apply to any election made by a Participant prior to ​ of a Scheduled Withdrawal Date (regardless of whether the Scheduled Withdrawal Date itself is set for a date on or after ​).

Election of In-Service Withdrawal Date. A Participant may elect a Scheduled Withdrawal Date –

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]]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.

PAYMENT DATE. Each vested Restricted Cash Award shall be paid at the time prescribed by the Award Letter.

Scheduled Vesting. The number of Units that have been earned during the Performance Period, as determined by the Committee in accordance with [Exhibit 1], will vest on the Scheduled Vesting Date, so long as your Service has been continuous from the Grant Date to the Scheduled Vesting Date. For these purposes, the “Scheduled Vesting Date” means the date the Committee certifies # the degree to which

Scheduled Vesting. If you remain a member of the Board continuously from the Grant Date specified on the cover page of this Agreement, then the Units will vest in the numbers and on the dates specified in the Vesting Schedule on the cover page of this Agreement.