Where Participant Has Elected to Defer Award. Notwithstanding anything else to the contrary in this Agreement, if the Participant has elected to defer the RSUs to be issued under this Agreement, then after the date payment would have been made but for the deferral election, the administration, recordkeeping, and issuance of deferred RSUs shall be under and subject to the Plan and this Agreement, and paid as specified under [Section 4] of the ​ LTI Deferral Plan (subject to adjustments as provided in [Section 5] of this Agreement). Any such deferred awards shall also be subject to the terms of the ​ LTI Deferral Plan. Prior to the Vesting Date, the Participant may also make an election to be paid up to 50% of the RSUs awarded to the Participant in cash rather than Shares, subject to the same restrictions in [Section 6(a)] above. In such case where the Participant elects to both defer the RSUs and be paid in cash, then as of the date payment of the RSUs would have been made but for the deferral, such units shall be converted into a cash value and administered under the terms of the ​ LTI Deferral Plan.

Payment Where Participant Has Elected to Defer Award. Notwithstanding anything else to the contrary in this Agreement, ifIf the Participant has elected to defer the RSUs to be issued under this Agreement, then the Participant will no longer be eligible to receive Dividend Equivalents for record dates that occur on or after the date paymenton which Shares would have been madeissued but for such deferral. For record dates that occur thereafter, the Participant will be credited, for each Share that would otherwise have been issued but for the Participant’s deferral election, with a recordkeeping amount of cash equal to the administration, recordkeeping, and issuancedividends per share paid or payable to common stockholders of deferred RSUsthe Company on a share of the Company’s Common Stock. This recordkeeping amount shall be under and subject topaid out as of the Plan and this Agreement, and paid aspayment dates specified under [Section 4] of the ​ LTI Deferral Plan (subject to adjustments as provided in [Section 5] of this Agreement). Any such deferred awardsand shall also be subject to the terms of the ​ LTI Deferral Plan. Prior to the Vesting Date, the Participant may also make an election to be paid up to 50% of the RSUs awarded to the Participant in cash rather than Shares, subject to the same restrictions in [Section 6(a)] above. In such case where the Participant elects to both defer the RSUs and be paid in cash, then as of the date payment of the RSUs would have been made but for the deferral, such units shall be converted into a cash value and administered under the terms of the ​ LTI Deferral Plan.