Shadow Stock Unit Account. “Shadow Stock Unit Account” means the bookkeeping subaccount established and maintained under this Plan and credited with units equivalent to shares of Common Stock payable in cash in accordance with [Section 5(c)], and which is maintained solely to calculate amounts payable to each Participant under this Plan and shall not constitute a separate fund of assets.

Shadow Stock Unit Account. The Participant’s Shadow Stock Unit Account shall be credited with a quantity of Shadow Stock Units and fractions thereof (to the nearest thousandths) equal to the value of Common Stock that could have been purchased with the portion of the Deferred Compensation credited to the Shadow Stock Unit Account on each Initial Allocation Date based on the Fair Market Value of Common Stock on such Allocation Date. There will be credited to each Participant’s Shadow Stock Unit Account amounts equal to the cash dividends, and other distributions, paid on shares of issued and outstanding Common Stock represented by the Participant’s Shadow Stock Unit Account which the Participant would have received had he or she been a record owner of a number of shares of Common Stock equal to the amount of Shadow Stock Units in his or her Shadow Stock Unit Account at the time of payment of such cash dividends or other distributions. The Participant’s Shadow Stock Unit Account shall be credited with a quantity of Shadow Stock Units and fractions thereof (to the nearest thousandths) that could have been purchased if the Shadow Stock Units had been shares of Common Stock (and fractions thereof) with the dividends or other distributions based on the Fair Market Value of Common Stock on each Dividend Allocation Date.

Shadow Stock Unit. “Shadow Stock Unit” means a unit of interest equivalent to a share of Common Stock that is paid in cash.

Stock Unit Account. In the case of cash deferrals, the account will be credited with the number of shares of Common Stock that the amount deferred could have purchased at the Fair Market Value on the date the Non-Employee Director’s cash compensation is payable. In the case of a credit to the Stock Unit Account in lieu of the grant of Restricted Stock described in [Section 4(a) or 4(d)])], the account will be credited with the number of shares of Common Stock otherwise applicable to the grant of Restricted Stock subject to the same vesting conditions otherwise applicable to such Restricted Stock. Thereafter, any dividends earned will be treated as if those dividends had been invested in additional shares of Common Stock at the Fair Market Value on the date the dividend is payable. Vested amounts credited to the Stock Unit Account shall be distributed in shares of Common Stock either in a single payment or in substantially equal annual installments (over a period not to exceed 15 years), as specified by the Non-Employee Director on the deferral election form. Any fractional shares will be paid in cash. If a Non-Employee Director fails to specify the manner in which the Stock Unit Account shall be distributed, then it shall be distributed in a single payment.

Amount of Payment. The benefit that a Participant will receive from the Company in accordance with this Plan shall be, calculated pursuant to this [Article 7]: # payment equal to the number of full shares of Common Stock based upon the units equivalent to the shares of Common Stock credited to the Participant’s Common Stock Unit Account; and # cash equal to the sum of # the cash amount credited to the Participant’s Deferred Cash Account; # the cash value of the fractional shares (to the nearest thousandths) of Common Stock credited to the Participant’s Common Stock Unit Account on the date specified in [Section 7(b)]; and # the cash value of the Shadow Stock Units and fractions thereof (to the nearest thousandths) credited to the Participant’s Shadow Stock Unit Account on the date specified in [Section 7(b)]. Notwithstanding the preceding sentence to the contrary, in the event of a Change of Control or termination and liquidation of this Plan as provided in [Sections 9 and 13]3], respectively, the value of a Participant’s Deferred Cash Account, Shadow Stock Unit Account and Common Stock Unit Account shall be determined by the Company immediately following such an event. If a particular date referenced in this [Section 7] falls on a weekend or holiday, the date will be replaced with the first business day following that date.

Fair Market Value. “Fair Market Value” of Common Stock means, # with respect to the Common Stock Unit Account, the weighted average price per share that a third-party provider on behalf of the Plan purchases Common Stock on an applicable Allocation Date and # with respect to the Shadow Stock Unit Account, the closing price per share of the Company’s Common Stock on the New York Stock Exchange or any successor exchange on which the Company’s Common Stock is traded on an applicable Allocation Date.

The Company shall establish and maintain, as appropriate, separate unfunded Stock Unit Accounts for each Director who has elected that any portion of his or her Deferred Cash Compensation be credited to a Stock Unit Account.

Stock Unit Agreement. Each grant of Stock Units under the Plan shall be evidenced by a Stock Unit Agreement between the recipient and the Company. Stock Units shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various Stock Unit Agreements entered into under the Plan need not be identical. Stock Units may be granted in consideration of a reduction in the Participant’s other compensation.

Deferred Stock Unit Award. The Company hereby grants to Holder an aggregate of ​ Deferred Stock Units (“Award DSUs”) on the terms and conditions set forth in the Plan and supplemented in this Award, including, without limitation, the restrictions more specifically set forth in [Sections 2 and 5]5] below. Such Award DSUs shall be credited to Holder’s account. The Award DSUs shall be adjusted from time to time as provided in the Plan.

Restricted Stock Unit Award. The Company hereby grants to Holder an aggregate of ​ RSUs (“Award RSUs”) on the terms and conditions set forth in the Plan and supplemented in this Award, including, without limitation, the restrictions more specifically set forth in [Section 2] herein.