Common use of Dividend Equivalent Rights Clause in Contracts

Dividend Equivalent Rights. In the event that the Company declares and pays a dividend in respect of its outstanding shares of Stock and, on the record date for such dividend, you hold Restricted Stock Units granted pursuant to this Agreement that have not been settled, the Company shall create a bookkeeping account that will track, (a) to the extent the dividend paid to stockholders generally was a cash dividend, the cash value you would have been entitled to receive as if you had been the holder of record of the number of shares of Stock related to the Restricted Stock Units that have not been settled as of the record date, or (b) to the extent the dividend paid to stockholders generally was paid in the form of property, the property you would have been entitled to receive as if you had been the holder of record of the number of shares of Stock related to the Restricted Stock Units that have not been settled as of the record date. All DER amounts credited to your bookkeeping account pursuant to this Section 3, if any, shall be deemed converted into shares of Stock on the date that the Restricted Stock Units vest (based on the Fair Market Value (as such term is defined in the Management Stockholder’s Agreement) of Stock on such date and rounded down to the nearest whole share of Stock) and paid to you in the form of additional shares of Stock on the date that the underlying Restricted Stock Units associated with such DER amounts are settled pursuant to Section 5 below. In the event that the Restricted Stock Units are forfeited to the Company without settlement to you, you will also forfeit any associated DER amounts. No interest will be payable with respect to DER amounts credited to your bookkeeping account, if any, that represent cash dividends. Property, if any, deemed credited to DER bookkeeping accounts representing dividends paid in property will be deemed invested in such property until the DER amounts are deemed converted to shares of Stock pursuant to this Section 3. The bookkeeping accounts, if any, created to track DER amounts are phantom accounts and the Company is under no obligation to set aside cash or property with respect to any DER amounts. Valuations made pursuant to this Section 3 (including any valuation of property deemed credited to a bookkeeping account) will be made by the Committee, or its designee, in its sole discretion and such valuation will be final and binding.

Dividend Equivalent Rights. In the event that the Company declares and pays a dividend in respect of its outstanding shares of Stock and, on the record date for such dividend, you hold Restricted Stock Units granted pursuant to this Agreement that have not been settled, the Company shall create a bookkeeping account that will track, (a) to the extent the dividend paid to stockholders generally was a cash dividend, the cash value you would have been entitled to receive as if you had been the holder of record of the number of shares of Stock related to the Restricted Stock Units that have not been settled as of the record date, or (b) to the extent the dividend paid to stockholders generally was paid in the form of property, the property you would have been entitled to receive as if you had been the holder of record of the number of shares of Stock related to the Restricted Stock Units that have not been settled as of the record date. All DER amounts credited to your bookkeeping account pursuant to this Section 3, if any, shall be deemed converted into shares of Stock on the date that the Restricted Stock Units vest (based on the Fair Market Value (as such term is defined in the Management Stockholder’s 's Agreement) of Stock on such date and rounded down to the nearest whole share of Stock) and paid to you in the form of additional shares of Stock on the date that the underlying Restricted Stock Units associated with such DER amounts are settled pursuant to Section 5 below. In the event that the Restricted Stock Units are forfeited to the Company without settlement to you, you will also forfeit any associated DER amounts. No interest will be payable with respect to DER amounts credited to your bookkeeping account, if any, that represent cash dividends. Property, if any, deemed credited to DER bookkeeping accounts representing dividends paid in property will be deemed invested in such property until the DER amounts are deemed converted to shares of Stock pursuant to this Section 3. The bookkeeping accounts, if any, created to track DER amounts are phantom accounts and the Company is under no obligation to set aside cash or property with respect to any DER amounts. Valuations made pursuant to this Section 3 (including any valuation of property deemed credited to a bookkeeping account) will be made by the Committee, or its designee, in its sole discretion and such valuation will be final and binding.

Dividend Equivalent Rights. During such time as each Unit remains outstanding and prior to the distribution of such Unit in accordance with Section III, you will have the right to receive, with respect to such Unit, an amount equal to the amount of any cash dividend paid on a share of Common Stock (a “Dividend Equivalent Right”); provided, however, that any Dividend Equivalent Right credited with respect to an outstanding Unit (including, without limitation, any dividend equivalent credited through and including the date of the Committee Determination) that is subsequently forfeited pursuant to Section I(a) hereof shall immediately terminate upon the forfeiture of such Unit, and you shall not be entitled to any payment with respect thereto. You will have a Dividend Equivalent Right with respect to each Unit that is outstanding on the record date of such dividend. In the event case of Dividend Equivalent Rights credited with respect to an outstanding Unit that is subject to the Company declares forfeiture provisions of Section I(a) hereof on the related record date and pays a that ultimately is not forfeited pursuant to Section I(a), the Dividend Equivalent Rights will be paid to you in cash (without interest) as soon as practicable after the Committee Determination (or, if earlier, as soon as practicable after the date such Unit vests pursuant to Section II(b)) and in all events not later than March 15 of the year that follows the Performance Period. In the case of Dividend Equivalent Rights credited with respect to an outstanding Unit that is no longer subject to the forfeiture provisions of Section I(a) hereof on the related record date, the Dividend Equivalent Rights will be paid to you in cash (without interest) at the same time or within thirty (30) days after the related dividend is paid to stockholders of the Company. Dividend Equivalent Rights will not be paid to you with respect to any Units that are forfeited pursuant to Sections I and II, effective as of the date such Units are forfeited. You will have no Dividend Equivalent Rights as of the record date of any such cash dividend in respect of its outstanding shares of Stock and, on the record date for such dividend, you hold Restricted Stock Units granted pursuant to this Agreement that have not been settled, the Company shall create a bookkeeping account that will track, (a) to the extent the dividend paid to stockholders generally was a cash dividend, the cash value you would have been entitled to receive as if you had been the holder of record of the number of shares of Stock related to the Restricted Stock any Units that have not been settled as of paid in Common Stock; provided that you are the record date, or (b) to the extent the dividend paid to stockholders generally was paid in the form of property, the property you would have been entitled to receive as if you had been the holder of record of the number of shares of such Common Stock related to the Restricted Stock Units that have not been settled as of the on or before such record date. All DER amounts credited to your bookkeeping account pursuant to this Section 3, if any, shall be deemed converted into shares of Stock on the date that the Restricted Stock Units vest (based on the Fair Market Value (as such term is defined in the Management Stockholder’s Agreement) of Stock on such date and rounded down to the nearest whole share of Stock) and paid to you in the form of additional shares of Stock on the date that the underlying Restricted Stock Units associated with such DER amounts are settled pursuant to Section 5 below. In the event that the Restricted Stock Units are forfeited to the Company without settlement to you, you will also forfeit any associated DER amounts. No interest will be payable with respect to DER amounts credited to your bookkeeping account, if any, that represent cash dividends. Property, if any, deemed credited to DER bookkeeping accounts representing dividends paid in property will be deemed invested in such property until the DER amounts are deemed converted to shares of Stock pursuant to this Section 3. The bookkeeping accounts, if any, created to track DER amounts are phantom accounts and the Company is under no obligation to set aside cash or property with respect to any DER amounts. Valuations made pursuant to this Section 3 (including any valuation of property deemed credited to a bookkeeping account) will be made by the Committee, or its designee, in its sole discretion and such valuation will be final and binding.

Dividend Equivalent Rights. In Cash dividends on shares of Class C Common Stock issuable hereunder shall be credited to a dividend book entry account on behalf of the Participant with respect to the RPSUs granted hereunder; provided that such cash dividends shall be deemed to be reinvested in shares of Class C Common Stock immediately following the time declared at the then Fair Market Value of the Class C Common Stock. Such reinvested cash dividends shall be recorded for book entry purposes as additional RPSUs that are subject to this Award, the number of which shall correlate to the number of deemed shares of Class C Common Stock described in the preceding sentence. Such additional RPSUs shall vest and be paid to the same extent and at the same times that the Class C Common Stock underlying the Final Award vest and are delivered to the Participant in accordance with the provisions hereof. Subject to Section 20 of the Plan, stock dividends on shares of Class C Common Stock issuable hereunder shall be credited to a dividend book entry account on behalf of the Participant with respect to the RPSUs granted hereunder. Subject to Section 20 of the Plan, such stock dividends shall be recorded for book entry purposes as additional RPSUs that are subject to this Award, the number of which shall be based on the number of additional shares of Class C Common Stock that relate to this Award as a result of the stock dividend described in the preceding sentence. Such additional RPSUs shall vest and be paid to the same extent and at the same times that the Class C Common Stock underlying the Final Award vest and are delivered to the Participant in accordance with the provisions hereof. Notwithstanding the foregoing, in the event that the Company declares and pays a dividend in respect of its outstanding there are insufficient shares of Class C Common Stock andavailable in the Plan to settle the accrued dividend book entry account in shares of Class C Common Stock, on such accrued book entry account shall be settled in cash in an amount equal to the record date for Fair Market Value of such dividend, you hold Restricted shares of Class C Common Stock Units granted pursuant to this Agreement that have not been settledat the time of settlement. Except as otherwise provided herein, the Company Participant shall create have no rights as a bookkeeping account that will track, (a) stockholder with respect to any shares of Class C Common Stock underlying the extent RPSUs granted hereunder unless and until the dividend paid to stockholders generally was a cash dividend, the cash value you would have been entitled to receive as if you had been Participant has become the holder of record of the number of shares of Stock related to the Restricted Stock Units that have not been settled as of the record date, or (b) to the extent the dividend paid to stockholders generally was paid in the form of property, the property you would have been entitled to receive as if you had been the holder of record of the number of shares of Stock related to the Restricted Stock Units that have not been settled as of the record date. All DER amounts credited to your bookkeeping account pursuant to this Section 3, if any, shall be deemed converted into shares of Stock on the date that the Restricted Stock Units vest (based on the Fair Market Value (as such term is defined in the Management Stockholder’s Agreement) of Stock on such date and rounded down to the nearest whole share of Stock) and paid to you in the form of additional shares of Stock on the date that the underlying Restricted Stock Units associated with such DER amounts are settled pursuant to Section 5 below. In the event that the Restricted Stock Units are forfeited to the Company without settlement to you, you will also forfeit any associated DER amounts. No interest will be payable with respect to DER amounts credited to your bookkeeping account, if any, that represent cash dividends. Property, if any, deemed credited to DER bookkeeping accounts representing dividends paid in property will be deemed invested in such property until the DER amounts are deemed converted to shares of Stock pursuant to this Section 3. The bookkeeping accounts, if any, created to track DER amounts are phantom accounts and the Company is under no obligation to set aside cash or property with respect to any DER amounts. Valuations made pursuant to this Section 3 (including any valuation of property deemed credited to a bookkeeping account) will be made by the Committee, or its designee, in its sole discretion and such valuation will be final and bindingshares.

Dividend Equivalent Rights. During such time as each Unit remains outstanding and prior to the distribution of such Unit in accordance with Section 6, you will have the right to receive, with respect to such Unit, an amount equal to the amount of any cash dividend paid on a share of Common Stock (a “Dividend Equivalent Right”); provided, however, that any Dividend Equivalent Right credited with respect to an outstanding Unit (including, without limitation, any dividend equivalent credited through and including the date of the Committee Determination) that is subsequently forfeited pursuant to Section 3(a) hereof shall immediately terminate upon the forfeiture of such Unit, and you shall not be entitled to any payment with respect thereto. You will have a Dividend Equivalent Right with respect to each Unit that is outstanding on the record date of such dividend. In the event case of Dividend Equivalent Rights credited with respect to an outstanding Unit that is subject to the Company declares forfeiture provisions of Section 3(a) hereof on the related record date and pays a that ultimately is not forfeited pursuant to Section 3(a), the Dividend Equivalent Rights will be paid to you in cash (without interest) as soon as practicable after the Committee Determination (or, if earlier, as soon as practicable after the date such Unit vests pursuant to Section 4(b)) and in all events not later than March 15 of the year that follows the Performance Period. In the case of Dividend Equivalent Rights credited with respect to an outstanding Unit that is no longer subject to the forfeiture provisions of Section 3(a) hereof on the related record date, the Dividend Equivalent Rights will be paid to you in cash (without interest) at the same time or within thirty (30) days after the related dividend is paid to stockholders of the Corporation. Dividend Equivalent Rights will not be paid to you with respect to any Units that are forfeited pursuant to Sections 3 and 4, effective as of the date such Units are forfeited. You will have no Dividend Equivalent Rights as of the record date of any such cash dividend in respect of its outstanding shares of Stock and, on the record date for such dividend, you hold Restricted Stock Units granted pursuant to this Agreement that have not been settled, the Company shall create a bookkeeping account that will track, (a) to the extent the dividend paid to stockholders generally was a cash dividend, the cash value you would have been entitled to receive as if you had been the holder of record of the number of shares of Stock related to the Restricted Stock any Units that have not been settled as of paid in Common Stock; provided that you are the record date, or (b) to the extent the dividend paid to stockholders generally was paid in the form of property, the property you would have been entitled to receive as if you had been the holder of record of the number of shares of such Common Stock related to the Restricted Stock Units that have not been settled as of the on or before such record date. All DER amounts credited to your bookkeeping account pursuant to this Section 3, if any, shall be deemed converted into shares of Stock on the date that the Restricted Stock Units vest (based on the Fair Market Value (as such term is defined in the Management Stockholder’s Agreement) of Stock on such date and rounded down to the nearest whole share of Stock) and paid to you in the form of additional shares of Stock on the date that the underlying Restricted Stock Units associated with such DER amounts are settled pursuant to Section 5 below. In the event that the Restricted Stock Units are forfeited to the Company without settlement to you, you will also forfeit any associated DER amounts. No interest will be payable with respect to DER amounts credited to your bookkeeping account, if any, that represent cash dividends. Property, if any, deemed credited to DER bookkeeping accounts representing dividends paid in property will be deemed invested in such property until the DER amounts are deemed converted to shares of Stock pursuant to this Section 3. The bookkeeping accounts, if any, created to track DER amounts are phantom accounts and the Company is under no obligation to set aside cash or property with respect to any DER amounts. Valuations made pursuant to this Section 3 (including any valuation of property deemed credited to a bookkeeping account) will be made by the Committee, or its designee, in its sole discretion and such valuation will be final and binding.

Dividend Equivalent Rights. In the event that the Company declares and pays a dividend in respect of its outstanding shares of Stock and, on the record date for such dividend, you hold Restricted Stock Units granted pursuant to this Agreement that have not been settled, the Company shall create a bookkeeping account that will track, (a) to the extent the dividend paid to stockholders generally was a cash dividend, the cash value you would have been entitled to receive as if you had been the holder of record of the number of shares of Stock related to the Restricted Stock Units that have not been settled as of the record date, or (b) to the extent the dividend paid to stockholders generally was paid in the form of property, the property you would have been entitled to receive as if you had been the holder of record of the number of shares of Stock related to the Restricted Stock Units that have not been settled as of the record date. All DER amounts credited to your bookkeeping account pursuant to this Section 3, if any, shall be deemed converted into shares of Stock on the date that the Restricted Stock Units vest (based on the Fair Market Value (as such term is defined in the Management Stockholder’s Agreement) of Stock on such date and rounded down to the nearest whole share of Stock) and paid to you in the form of additional shares of Stock on the date that the underlying Restricted Stock Units associated with such DER amounts are settled pursuant to Section 5 below. In the event that the Restricted Stock Units are forfeited to the Company without settlement to you, you will also forfeit any associated DER amounts. No interest will be payable with respect to DER amounts credited to your bookkeeping account, if any, that represent cash dividends. Property, if any, deemed credited to DER bookkeeping accounts representing dividends paid in property will be deemed invested in such property until the DER amounts are deemed converted to shares of Stock pursuant to this Section 3. The bookkeeping accounts, if any, created to track DER amounts are phantom accounts and the Company is under no obligation to set aside cash or property with respect to any DER amounts. Valuations made pursuant to this Section 3 (including any valuation of property deemed credited to a bookkeeping account) will be made by the Committee, or its designee, in its sole discretion and such valuation will be final and binding.

Dividend Equivalent Rights. In Subject to Section 5(c) below, in the event that the Company declares Corporation pays an ordinary cash dividend on its Common Stock and pays a the related dividend in respect of its outstanding shares of Stock and, on the payment record date for such dividend, you hold Restricted occurs at any time after the Award Date and before all of the Stock Units granted pursuant to this Agreement that have not been settled, the Company shall create a bookkeeping account that will track, (a) subject to the extent the dividend paid to stockholders generally was a cash dividend, the cash value you would Award either have been entitled to receive as if you had been the holder of record of the number of shares of Stock related to the Restricted Stock Units that have not been settled as of the record date, or (b) to the extent the dividend paid to stockholders generally was paid in the form of property, the property you would have been entitled to receive as if you had been the holder of record of the number of shares of Stock related to the Restricted Stock Units that have not been settled as of the record date. All DER amounts credited to your bookkeeping account pursuant to this Section 3, if any, shall be deemed converted into shares of Stock on the date that the Restricted Stock Units vest (based on the Fair Market Value (as such term is defined in the Management Stockholder’s Agreement5(b) of Stock on such date and rounded down to the nearest whole share of Stock) and paid to you in the form of additional shares of Stock on the date that the underlying Restricted Stock Units associated with such DER amounts are settled or Section 7 or have terminated pursuant to Section 5 below. In 8, the event that Corporation shall credit the Restricted Participant with an additional number of Stock Units are forfeited equal to (i) the Company without settlement to you, you will also forfeit any associated DER amounts. No interest will be payable per-share cash dividend paid by the Corporation on its Common Stock with respect to DER amounts such record date, multiplied by (ii) the total number of outstanding and unpaid Stock Units (including any dividend equivalents previously credited under this Section 5(b) and with such total number subject to your bookkeeping accountadjustment pursuant to Section 7.1 of the Plan and/or Section 9 hereof) subject to the Award as of such record date, if anydivided by (iii) the fair market value of a share of Common Stock (as determined under the Plan) on the related dividend payment date. Any Stock Units credited pursuant to the foregoing provisions of this Section 5(b) shall be subject to the same vesting, payment and other terms, conditions and restrictions as the original Stock Units to which they relate; provided, however, that represent cash dividends. Propertythe Participant may elect, if anyprior to the time the Award is granted and on a form and in a manner prescribed by the Administrator, deemed that any Stock Units credited to DER bookkeeping accounts representing dividends paid in property will be deemed invested in such property until the DER amounts are deemed converted to shares of Stock pursuant to this Section 35(b) that relate to Stock Units that are not vested as of the applicable dividend payment record date and are subject to a deferred payment election pursuant to Section 7 hereof, shall be paid on or as soon as practicable after the vesting date of such Stock Units (as opposed to being paid on the deferred payment date), with any Stock Units credited pursuant to this Section 5(b) after such vesting date being paid pursuant to such deferred payment election; and provided, further, that the Corporation shall retain discretion to pay any Stock Units credited under this Section 5(b) in cash rather than shares of Common Stock if and to the extent that payment in shares would exceed the applicable share limits of the Plan. The bookkeeping accounts, if any, created to track DER amounts are phantom accounts and the Company is under no obligation to set aside cash or property with respect to any DER amounts. Valuations No crediting of Stock Units shall be made pursuant to this Section 3 (including 5(b) with respect to any valuation Stock Units which, as of property deemed credited the related dividend payment record date, have either been paid pursuant to a bookkeeping accountthis Section 5(b) will be made by the Committee, or its designee, in its sole discretion and such valuation will be final and bindingSection 7 or terminated pursuant to Section 8.

Dividend Equivalent Rights. In Subject to the event that provisions of this paragraph 30, the Company declares and pays a dividend in respect number of its outstanding shares of Stock and, on the record date for such dividend, you hold Restricted Stock Units granted subject to this Agreement shall be increased by such additional Restricted Stock Units in an amount determined by the following formula: X = (A x B) / C; where: • “X” is the number of whole Restricted Stock Units to be credited (which shall be rounded down to the next whole Share as no fractional Shares shall be credited pursuant to this Agreement that have not been settled, Dividend Equivalent Right); • “A” is the amount of cash dividends paid by the Company shall create a bookkeeping account that will track, (a) to the extent the dividend paid to stockholders generally was a cash dividend, the cash value you would have been entitled with respect to receive as if you had been the holder of record of one Share; • “B” is the number of shares of Stock related to the whole Restricted Stock Units that have not been settled remaining subject to this Agreement as of the cash dividend record date, or (b) date but immediately prior to the extent the dividend paid to stockholders generally was paid in the form application of property, the property you would have been entitled to receive as if you had been the holder of record of the number of shares of Stock related to the Restricted Stock Units that have not been settled as of the record date. All DER amounts credited to your bookkeeping account pursuant to this Section 3, if any, shall be deemed converted into shares of Stock on the date that the Restricted Stock Units vest (based on paragraph 30; and • “C” is the Fair Market Value (as such term is defined in the Management Stockholder’s Agreement) of Stock on such date and rounded down to the nearest whole share of Stock) and paid to you in the form of additional shares of Stock a Share on the date that the underlying Restricted Stock Units associated with such DER amounts are settled pursuant to Section 5 belowcash dividend payment date. In the event that the Restricted Stock Units are forfeited to the Company without settlement to you, you will also forfeit any associated DER amounts. No interest The Grantee will be payable with respect entitled to DER amounts credited to your bookkeeping accountsuch Dividend RSUs only if the Grantee remains an Employee continuously through the applicable Record Date, if anyprovided, however, that represent cash dividends. Propertyafter the Grantee ceases to be an Employee, if any, deemed credited the Grantee will continue to DER bookkeeping accounts representing dividends paid in property will be deemed invested in such property until the DER amounts are deemed converted eligible to shares of Stock pursuant to this Section 3. The bookkeeping accounts, if any, created to track DER amounts are phantom accounts and the Company is under no obligation to set aside cash or property receive Dividend RSUs with respect to any DER amountsVested RSUs (as defined in Appendix B) that remain outstanding and that otherwise have not been paid to the Grantee. Valuations made pursuant If a Settlement Date occurs before the cash dividend payment date, and the Grantee (if eligible in accordance with the preceding sentence) did not otherwise receive any additional Restricted Stock Units with respect to this Section 3 (including any valuation such Shares issued on the applicable Settlement Date, the Grantee shall nevertheless be entitled to receive either Shares or cash in lieu of property deemed credited to a bookkeeping account) will be made such Restricted Stock Units, as determined by the Committee, in an amount determined pursuant to this paragraph 30, which shall be immediately settled through the issuance of Shares or its designeecash, in its sole discretion and such valuation as applicable, on the cash dividend payment date (or as soon as reasonably practicable thereafter but not later than thirty (30) days after the dividend payment date) by deposit to the Grantee’s Company brokerage account. Any Shares payable pursuant to Dividend RSUs will be final subject to the same terms and binding.conditions and shall be settled in the same manner and at the same time as to which applied to each underlying Share pursuant to which the Dividend Equivalent Rights were paid, as set forth in this Appendix A and in Appendix B.

Dividend Equivalent Rights. In the event that If the Company declares and pays a cash dividend in respect of its outstanding shares of Stock and, on Shares for which the record date for such dividend, you hold occurs while Restricted Stock Units granted subject to this Agreement remain outstanding, then additional Restricted Stock Units (referred to as “DEUs”) will be credited under this Agreement in accordance with this paragraph 30, but only if the Grantee remains an Employee continuously through the applicable record date for that cash dividend. Subject to the provisions of this paragraph 30, the number of DEUs that will be credited under this Agreement for a cash dividend will be determined by the following formula: X = (A x B) / C; where: • “X” is the number of whole DEUs to be credited (which will be rounded down to the next whole number. No fractional number of DEUs will be credited pursuant to this Agreement that have not been settled, paragraph 30). • “A” is the amount of cash dividends paid by the Company shall create a bookkeeping account that will track, (a) to the extent the dividend paid to stockholders generally was a cash dividend, the cash value you would have been entitled with respect to receive as if you had been the holder of record of one Share. • “B” is the number of shares whole Restricted Stock Units (including DEUs) remaining subject to this Agreement as of Stock related the cash dividend record date but immediately prior to the application of this paragraph 30 for that cash dividend. • “C” is the Fair Market Value of a Share on the cash dividend payment date. Any DEUs credited under this paragraph 30 will be scheduled to vest as follows: an installment of the DEUs will vest on each scheduled vesting date under the Award, with the portion of the DEUs that will vest in a particular installment equal in proportion to the portion of the original Award scheduled to vest on the applicable vesting date. However, the following exception applies: if a vesting date for the Award already occurred before the cash dividend payment date, then the installment of DEUs that would have vested on the vesting date that already passed instead will be scheduled to vest on the next vesting date under the Award occurring after the cash dividend payment date. On any vesting date, DEUs will vest only if the Grantee remains an Employee continuously through that vesting date. In all other respects, DEUs credited under this paragraph 30 will be subject to the same terms and conditions and (except as provided further below in this paragraph 30) will be settled in the same manner and at the same time as the other Shares underlying the Restricted Stock Units that have not been settled as of on which the record date, or (b) to the extent the dividend paid to stockholders generally was paid in the form of property, the property you would have been entitled to receive as if you had been the holder of record of the number of shares of Stock related to the Restricted Stock Units that have not been settled as of the record date. All DER amounts credited to your bookkeeping account pursuant to this Section 3, if any, shall be deemed converted into shares of Stock on the date that the Restricted Stock Units vest (based on the Fair Market Value (as such term is defined in the Management Stockholder’s Agreement) of Stock on such date and rounded down to the nearest whole share of Stock) and paid to you in the form of additional shares of Stock on the date that the underlying Restricted Stock Units associated with such DER amounts are settled pursuant to Section 5 below. In the event that the Restricted Stock Units are forfeited to the Company without settlement to you, you will also forfeit any associated DER amounts. No interest will be payable with respect to DER amounts credited to your bookkeeping account, if any, that represent cash dividends. Property, if any, deemed credited to DER bookkeeping accounts representing dividends paid in property will be deemed invested in such property until the DER amounts are deemed converted to shares of Stock pursuant to this Section 3. The bookkeeping accounts, if any, created to track DER amounts are phantom accounts and the Company is under no obligation to set aside cash or property with respect to any DER amounts. Valuations made pursuant to this Section 3 (including any valuation of property deemed credited to a bookkeeping account) will be made by the Committee, or its designee, in its sole discretion and such valuation will be final and bindingDEUs were paid.

Dividend Equivalent Rights. During such time as each Unit remains outstanding and prior to the distribution of such Unit in accordance with Section IV, you will have the right to receive, with respect to such Unit, an amount equal to the amount of any cash dividend paid on a share of Common Stock (a “Dividend Equivalent Right”); provided, however, that any Dividend Equivalent Right credited with respect to an outstanding Unit (including, without limitation, any dividend equivalent credited through and including the date of the Committee Determination) that is subsequently forfeited pursuant to Section I(a) hereof shall immediately terminate upon the forfeiture of such Unit, and you shall not be entitled to any payment with respect thereto. You will have a Dividend Equivalent Right with respect to each Unit that is outstanding on the record date of such dividend. In the event case of Dividend Equivalent Rights credited with respect to an outstanding Unit that is subject to the Company declares forfeiture provisions of Section I(a) hereof on the related record date and pays a that ultimately is not forfeited pursuant to Section I(a), the Dividend Equivalent Rights will be paid to you in cash (without interest) as soon as practicable after the Committee Determination (or, if earlier, as soon as practicable after the date such Unit vests pursuant to Section II(b)) and in all events not later than March 15 of the year that follows the Performance Period. In the case of Dividend Equivalent Rights credited with respect to an outstanding Unit that is no longer subject to the forfeiture provisions of Section I(a) hereof on the related record date, the Dividend Equivalent Rights will be paid to you in cash (without interest) at the same time or within thirty (30) days after the related dividend is paid to stockholders of the Company. Dividend Equivalent Rights will not be paid to you with respect to any Units that are forfeited pursuant to Sections I and II, effective as of the date such Units are forfeited. You will have no Dividend Equivalent Rights as of the record date of any such cash dividend in respect of its outstanding shares of Stock and, on the record date for such dividend, you hold Restricted Stock Units granted pursuant to this Agreement that have not been settled, the Company shall create a bookkeeping account that will track, (a) to the extent the dividend paid to stockholders generally was a cash dividend, the cash value you would have been entitled to receive as if you had been the holder of record of the number of shares of Stock related to the Restricted Stock any Units that have not been settled as of paid in Common Stock; provided that you are the record date, or (b) to the extent the dividend paid to stockholders generally was paid in the form of property, the property you would have been entitled to receive as if you had been the holder of record of the number of shares of such Common Stock related to the Restricted Stock Units that have not been settled as of the on or before such record date. All DER amounts credited to your bookkeeping account pursuant to this Section 3, if any, shall be deemed converted into shares of Stock on the date that the Restricted Stock Units vest (based on the Fair Market Value (as such term is defined in the Management Stockholder’s Agreement) of Stock on such date and rounded down to the nearest whole share of Stock) and paid to you in the form of additional shares of Stock on the date that the underlying Restricted Stock Units associated with such DER amounts are settled pursuant to Section 5 below. In the event that the Restricted Stock Units are forfeited to the Company without settlement to you, you will also forfeit any associated DER amounts. No interest will be payable with respect to DER amounts credited to your bookkeeping account, if any, that represent cash dividends. Property, if any, deemed credited to DER bookkeeping accounts representing dividends paid in property will be deemed invested in such property until the DER amounts are deemed converted to shares of Stock pursuant to this Section 3. The bookkeeping accounts, if any, created to track DER amounts are phantom accounts and the Company is under no obligation to set aside cash or property with respect to any DER amounts. Valuations made pursuant to this Section 3 (including any valuation of property deemed credited to a bookkeeping account) will be made by the Committee, or its designee, in its sole discretion and such valuation will be final and binding.

Dividend Equivalent Rights. In Subject to the event that provisions of this paragraph 30, the Company declares and pays a dividend in respect number of its outstanding shares of Stock and, on the record date for such dividend, you hold Restricted Stock Units granted subject to this Agreement shall be increased by such additional Restricted Stock Units in an amount determined by the following formula: X = (A x B) / C; where: • "X" is the number of whole Restricted Stock Units to be credited (which shall be rounded down to the next whole Share as no fractional Shares shall be credited pursuant to this Agreement that have not been settled, Dividend Equivalent Right); • "A" is the amount of cash dividends paid by the Company shall create a bookkeeping account that will track, (a) to the extent the dividend paid to stockholders generally was a cash dividend, the cash value you would have been entitled with respect to receive as if you had been the holder of record of one Share; • "B" is the number of shares of Stock related to the whole Restricted Stock Units that have not been settled remaining subject to this Agreement as of the cash dividend record date, or (b) date but immediately prior to the extent the dividend paid to stockholders generally was paid in the form application of property, the property you would have been entitled to receive as if you had been the holder of record of the number of shares of Stock related to the Restricted Stock Units that have not been settled as of the record date. All DER amounts credited to your bookkeeping account pursuant to this Section 3, if any, shall be deemed converted into shares of Stock on the date that the Restricted Stock Units vest (based on paragraph 30; and • "C" is the Fair Market Value (as such term is defined in the Management Stockholder’s Agreement) of Stock on such date and rounded down to the nearest whole share of Stock) and paid to you in the form of additional shares of Stock a Share on the date that the underlying cash dividend payment date. The Grantee will be entitled to additional Restricted Stock Units associated in accordance with such DER amounts are settled pursuant to Section 5 belowthis paragraph 30 only if the Grantee remains a Service Provider continuously through the applicable Record Date. In If a Settlement Date occurs before the event that cash dividend payment date, and the Grantee (if eligible in accordance with the preceding sentence) did not otherwise receive any additional Restricted Stock Units are forfeited to the Company without settlement to you, you will also forfeit any associated DER amounts. No interest will be payable with respect to DER amounts credited such Shares issued on the applicable Settlement Date, the Grantee shall nevertheless be entitled to your bookkeeping accountreceive either additional Shares or cash in lieu of such Restricted Stock Units, if any, that represent cash dividends. Property, if any, deemed credited to DER bookkeeping accounts representing dividends paid in property will be deemed invested in such property until the DER amounts are deemed converted to shares of Stock pursuant to this Section 3. The bookkeeping accounts, if any, created to track DER amounts are phantom accounts and the Company is under no obligation to set aside cash or property with respect to any DER amounts. Valuations made pursuant to this Section 3 (including any valuation of property deemed credited to a bookkeeping account) will be made as determined by the Committee, in an amount determined pursuant to this paragraph 30, which shall be immediately settled through the issuance of Shares or its designeecash, as applicable, on the cash dividend payment date (or as soon as reasonably practicable thereafter but not later than thirty (30) days after the dividend payment date) by deposit to the Grantee's Company brokerage account. Such additional Restricted Stock Units shall be subject to the same terms and conditions and shall be settled in its sole discretion the same manner and such valuation will be final and bindingat the same time as to which applied to each underlying Share pursuant to which the Dividend Equivalent Rights were paid.

Dividend Equivalent Rights. During such time as each Unit remains outstanding and prior to the distribution of such Unit in accordance with Section 5, you will have the right to receive, with respect to such Unit, an amount equal to the amount of any cash dividend paid on a share of Common Stock (a “Dividend Equivalent Right”); provided, however, that any Dividend Equivalent Right credited with respect to an outstanding Unit (including, without limitation, any dividend equivalent credited through and including the date of the Committee Determination) that is subsequently forfeited pursuant to Section 3(a) hereof shall immediately terminate upon the forfeiture of such Unit, and you shall not be entitled to any payment with respect thereto. You will have a Dividend Equivalent Right with respect to each Unit that is outstanding on the record date of such dividend. In the event case of Dividend Equivalent Rights credited with respect to an outstanding Unit that is subject to the Company declares forfeiture provisions of Section 3(a) hereof on the related record date and pays a that ultimately is not forfeited pursuant to Section 3(a), the Dividend Equivalent Rights will be paid to you in cash (without interest) as soon as practicable after the Committee Determination (or, if earlier, as soon as practicable after the date such Unit vests pursuant to Section 4(b)) and in all events not later than March 15 of the year that follows the Performance Period. In the case of Dividend Equivalent Rights credited with respect to an outstanding Unit that is no longer subject to the forfeiture provisions of Section 3(a) hereof on the related record date, the Dividend Equivalent Rights will be paid to you in cash (without interest) at the same time or within thirty (30) days after the related dividend is paid to stockholders of the Corporation. Dividend Equivalent Rights will not be paid to you with respect to any Units that are forfeited pursuant to Sections 3 and 4, effective as of the date such Units are forfeited. You will have no Dividend Equivalent Rights as of the record date of any such cash dividend in respect of its outstanding shares of Stock and, on the record date for such dividend, you hold Restricted Stock Units granted pursuant to this Agreement that have not been settled, the Company shall create a bookkeeping account that will track, (a) to the extent the dividend paid to stockholders generally was a cash dividend, the cash value you would have been entitled to receive as if you had been the holder of record of the number of shares of Stock related to the Restricted Stock any Units that have not been settled as of paid in Common Stock; provided that you are the record date, or (b) to the extent the dividend paid to stockholders generally was paid in the form of property, the property you would have been entitled to receive as if you had been the holder of record of the number of shares of such Common Stock related to the Restricted Stock Units that have not been settled as of the on or before such record date. All DER amounts credited to your bookkeeping account pursuant to this Section 3, if any, shall be deemed converted into shares of Stock on the date that the Restricted Stock Units vest (based on the Fair Market Value (as such term is defined in the Management Stockholder’s Agreement) of Stock on such date and rounded down to the nearest whole share of Stock) and paid to you in the form of additional shares of Stock on the date that the underlying Restricted Stock Units associated with such DER amounts are settled pursuant to Section 5 below. In the event that the Restricted Stock Units are forfeited to the Company without settlement to you, you will also forfeit any associated DER amounts. No interest will be payable with respect to DER amounts credited to your bookkeeping account, if any, that represent cash dividends. Property, if any, deemed credited to DER bookkeeping accounts representing dividends paid in property will be deemed invested in such property until the DER amounts are deemed converted to shares of Stock pursuant to this Section 3. The bookkeeping accounts, if any, created to track DER amounts are phantom accounts and the Company is under no obligation to set aside cash or property with respect to any DER amounts. Valuations made pursuant to this Section 3 (including any valuation of property deemed credited to a bookkeeping account) will be made by the Committee, or its designee, in its sole discretion and such valuation will be final and binding.

Dividend Equivalent Rights. In Subject to the event that provisions of this paragraph 30, the Company declares and pays a dividend in respect number of its outstanding shares of Stock and, on the record date for such dividend, you hold Restricted Stock Units granted subject to this Agreement shall be increased by such additional Restricted Stock Units in an amount determined by the following formula: X = (A x B) / C; where: • "X" is the number of whole Restricted Stock Units to be credited (which shall be rounded down to the next whole Share as no fractional Shares shall be credited pursuant to this Agreement that have not been settled, Dividend Equivalent Right); • "A" is the amount of cash dividends paid by the Company shall create a bookkeeping account that will track, (a) to the extent the dividend paid to stockholders generally was a cash dividend, the cash value you would have been entitled with respect to receive as if you had been the holder of record of one Share; • "B" is the number of shares of Stock related to the whole Restricted Stock Units that have not been settled remaining subject to this Agreement as of the cash dividend record date, or (b) date but immediately prior to the extent the dividend paid to stockholders generally was paid in the form application of property, the property you would have been entitled to receive as if you had been the holder of record of the number of shares of Stock related to the Restricted Stock Units that have not been settled as of the record date. All DER amounts credited to your bookkeeping account pursuant to this Section 3, if any, shall be deemed converted into shares of Stock on the date that the Restricted Stock Units vest (based on paragraph 30; and • "C" is the Fair Market Value (as such term is defined in the Management Stockholder’s Agreement) of Stock on such date and rounded down to the nearest whole share of Stock) and paid to you in the form of additional shares of Stock a Share on the date that the underlying cash dividend payment date. The Grantee will be entitled to additional Restricted Stock Units associated in accordance with such DER amounts are settled pursuant to Section 5 belowthis paragraph 30 only if the Grantee remains an Employee continuously through the applicable Record Date. In If a Settlement Date occurs before the event that cash dividend payment date, and the Grantee (if eligible in accordance with the preceding sentence) did not otherwise receive any additional Restricted Stock Units are forfeited to the Company without settlement to you, you will also forfeit any associated DER amounts. No interest will be payable with respect to DER amounts credited such Shares issued on the applicable Settlement Date, the Grantee shall nevertheless be entitled to your bookkeeping accountreceive either Shares or cash in lieu of such Restricted Stock Units, if any, that represent cash dividends. Property, if any, deemed credited to DER bookkeeping accounts representing dividends paid in property will be deemed invested in such property until the DER amounts are deemed converted to shares of Stock pursuant to this Section 3. The bookkeeping accounts, if any, created to track DER amounts are phantom accounts and the Company is under no obligation to set aside cash or property with respect to any DER amounts. Valuations made pursuant to this Section 3 (including any valuation of property deemed credited to a bookkeeping account) will be made as determined by the Committee, in an amount determined pursuant to this paragraph 30, which shall be immediately settled through the issuance of Shares or its designeecash, as applicable, on the cash dividend payment date (or as soon as reasonably practicable thereafter but not later than thirty (30) days after the dividend payment date) by deposit to the Grantee's Company brokerage account. Such additional Restricted Stock Units shall be subject to the same terms and conditions and shall be settled in its sole discretion the same manner and such valuation will be final and bindingat the same time as to which applied to each underlying Share pursuant to which the Dividend Equivalent Rights were paid.

Dividend Equivalent Rights. In The Administrator may grant Dividend Equivalent Rights under the event Plan. A Dividend Equivalent Right is an Award entitling the grantee to receive credits based on cash dividends that would have been paid on the Company declares and pays a dividend in respect of its outstanding shares of Stock and, on specified in the record date for Dividend Equivalent Right (or other Award to which it relates) if such dividend, you hold shares had been issued to the grantee. A Dividend Equivalent Right may be granted hereunder to any grantee as a component of an award of Restricted Stock Units or as a freestanding award. In no event shall any Dividend Equivalent Right be granted pursuant to this Agreement that have not been settled, an optionee as a component of a Stock Option or Stock Appreciation Right. The terms and conditions of Dividend Equivalent Rights shall be specified in the Company shall create a bookkeeping account that will track, (a) Award Certificate. Dividend equivalents credited to the extent the dividend paid to stockholders generally was a cash dividend, the cash value you would have been entitled to receive as if you had been the holder of record a Dividend Equivalent Right may be paid currently or may be deemed to be reinvested in additional shares of Stock, which may thereafter accrue additional equivalents. Any such reinvestment shall be at Fair Market Value on the number date of reinvestment or such other price as may then apply under a dividend reinvestment plan sponsored by the Company, if any. Dividend Equivalent Rights may be settled in cash or shares of Stock related to the or a combination thereof, in a single installment or installments. A Dividend Equivalent Right granted as a component of an Award of Restricted Stock Units shall provide that have not been such Dividend Equivalent Right shall be settled only upon settlement or payment of, or lapse of restrictions on, such other Award, and that such Dividend Equivalent Right shall expire or be forfeited or annulled under the same conditions as such other Award. Notwithstanding the foregoing, a Dividend Equivalent Right may be granted to a Canadian Participant only in connection with Restricted Share Units and shall, where so granted (i) be deemed to be a term of the record date, or (b) to the extent the dividend paid to stockholders generally was paid applicable Restricted Share Units and set out in the form of propertyapplicable award or similar agreement, the property you would have been entitled to receive as if you had been the holder of record of the number of shares of Stock related to the Restricted Stock Units that have not been settled as of the record date. All DER amounts (ii) be credited to your bookkeeping account pursuant to this Section 3, if any, shall be deemed converted into shares of Stock on the date that the Restricted Stock Units vest (based on the Fair Market Value (as such term is defined in the Management Stockholder’s Agreement) of Stock on such date and rounded down to the nearest whole share of Stock) and paid to you in the form of additional shares of Stock Restricted Share Units (calculated based on the date that value of the underlying Restricted Stock Units associated with such DER amounts are settled pursuant amount of the applicable dividends and the Fair Market Value of the Shares to Section 5 below. In the event that which the Restricted Stock Share Units are forfeited relate) and (iii) be subject to the Company without settlement to you, you will also forfeit any associated DER amounts. No interest will be payable with respect to DER amounts credited to your bookkeeping account, same vesting conditions (if any) and be settled on the same terms and conditions of, that represent cash dividends. Propertyand at the same time as, if any, deemed credited to DER bookkeeping accounts representing dividends paid in property will be deemed invested in such property until the DER amounts are deemed converted to shares of Stock pursuant to this Section 3. The bookkeeping accounts, if any, created to track DER amounts are phantom accounts and the Company is under no obligation to set aside cash or property with respect to any DER amounts. Valuations made pursuant to this Section 3 (including any valuation of property deemed credited to a bookkeeping account) will be made by the Committee, or its designee, in its sole discretion and such valuation will be final and bindingapplicable Restricted Share Units.

Dividend Equivalent Rights. In the event that the Company declares Corporation pays an ordinary cash dividend on its Common Stock and pays a the related dividend in respect of its outstanding shares of Stock and, on the payment record date for such dividend, you hold Restricted occurs at any time after the Award Date and before all of the Stock Units granted pursuant to this Agreement that have not been settled, the Company shall create a bookkeeping account that will track, (a) subject to the extent the dividend paid to stockholders generally was a cash dividend, the cash value you would Award either have been entitled to receive as if you had been the holder of record of the number of shares of Stock related to the Restricted Stock Units that have not been settled as of the record date, or (b) to the extent the dividend paid to stockholders generally was paid in the form of property, the property you would have been entitled to receive as if you had been the holder of record of the number of shares of Stock related to the Restricted Stock Units that have not been settled as of the record date. All DER amounts credited to your bookkeeping account pursuant to this Section 3, if any, shall be deemed converted into shares of Stock on the date that the Restricted Stock Units vest (based on the Fair Market Value (as such term is defined in the Management Stockholder’s Agreement5(b) of Stock on such date and rounded down to the nearest whole share of Stock) and paid to you in the form of additional shares of Stock on the date that the underlying Restricted Stock Units associated with such DER amounts are settled or Section 7 or have terminated pursuant to Section 5 below. In 8, the event that Corporation shall credit the Restricted Participant with an additional number of Stock Units are forfeited equal to (i) the Company without settlement to you, you will also forfeit any associated DER amounts. No interest will be payable per-share cash dividend paid by the Corporation on its Common Stock with respect to DER amounts such record date, multiplied by (ii) the total number of outstanding and unpaid Stock Units (including any dividend equivalents previously credited under this Section 5(b) and with such total number subject to your bookkeeping accountadjustment pursuant to Section 7.1 of the Plan and/or Section 9 hereof) subject to the Award as of such record date, if anydivided by (iii) the fair market value of a share of Common Stock (as determined under the Plan) on the related dividend payment date. Except as provided in the following sentence, any Stock Units credited pursuant to the foregoing provisions of this Section 5(b) shall be subject to the same vesting, payment and other terms, conditions and restrictions as the original Stock Units to which they relate. If the Participant elects to defer payment of any Stock Units hereunder as contemplated by Section 7, the Participant may also elect, by a date designated by the Administrator that represent cash dividends. Propertycomplies with the initial deferral election requirements of Section 409A of the Code, if anyon a form and in a manner prescribed by the Administrator, deemed to have any Stock Units credited pursuant to DER bookkeeping accounts representing dividends the foregoing provisions of this Section 5(b) that become vested paid on the earliest of (A) January 1 of the calendar year following the calendar year in property will be deemed invested in which such property until the DER amounts are deemed converted to shares of Stock Units were credited pursuant to this Section 35(b), provided that no Stock Units shall become payable until the first calendar year in which such Stock Units become vested, (B) the date of the Participant’s “separation from service” within the meaning of Section 409A of the Code, or (C) the date of a “change in the ownership,” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of the Corporation (each as determined in accordance with Section 409A of the Code); provided that any payments made pursuant to (A), (B) or (C) shall be paid as soon as practicable, and in no event later than sixty (60) days after such event occurs. Any such election made by the Participant must comply with the applicable requirements of Section 409A of the Code (including, without limitation, the six-month waiting period contemplated by Section 18, if applicable). The bookkeeping accounts, if any, created Corporation shall in all cases retain discretion to track DER amounts are phantom accounts and the Company is pay any Stock Units credited under no obligation to set aside this Section 5(b) in cash or property with respect to any DER amountsrather than shares of Common Stock. Valuations No crediting of Stock Units shall be made pursuant to this Section 3 (including 5(b) with respect to any valuation Stock Units which, as of property deemed credited the related dividend payment record date, have either been paid pursuant to a bookkeeping accountthis Section 5(b) will be made by the Committee, or its designee, in its sole discretion and such valuation will be final and bindingSection 7 or terminated pursuant to Section 8.

Dividend Equivalent Rights. In Subject to the event that provisions of this paragraph 30, the Company declares and pays a dividend in respect number of its outstanding shares of Stock and, on the record date for such dividend, you hold Restricted Stock Units granted subject to this Agreement shall be increased by such additional Restricted Stock Units in an amount determined by the following formula: X = (A x B) / C; where: • “X” is the number of whole Restricted Stock Units to be credited (which shall be rounded down to the next whole Share as no fractional Shares shall be credited pursuant to this Agreement that have not been settled, Dividend Equivalent Right); • “A” is the amount of cash dividends paid by the Company shall create a bookkeeping account that will track, (a) to the extent the dividend paid to stockholders generally was a cash dividend, the cash value you would have been entitled with respect to receive as if you had been the holder of record of one Share; • “B” is the number of shares of Stock related to the whole Restricted Stock Units that have not been settled remaining subject to this Agreement as of the cash dividend record date, or (b) date but immediately prior to the extent the dividend paid to stockholders generally was paid in the form application of property, the property you would have been entitled to receive as if you had been the holder of record of the number of shares of Stock related to the Restricted Stock Units that have not been settled as of the record date. All DER amounts credited to your bookkeeping account pursuant to this Section 3, if any, shall be deemed converted into shares of Stock on the date that the Restricted Stock Units vest (based on paragraph 30; and • “C” is the Fair Market Value (as such term is defined in the Management Stockholder’s Agreement) of Stock on such date and rounded down to the nearest whole share of Stock) and paid to you in the form of additional shares of Stock a Share on the date that the underlying cash dividend payment date. The Grantee will be entitled to additional Restricted Stock Units associated in accordance with such DER amounts are settled pursuant to Section 5 belowthis paragraph 30 only if the Grantee remains an Employee continuously through the applicable Record Date. In If a Settlement Date occurs before the event that cash dividend payment date, and the Grantee (if eligible in accordance with the preceding sentence) did not otherwise receive any additional Restricted Stock Units are forfeited to the Company without settlement to you, you will also forfeit any associated DER amounts. No interest will be payable with respect to DER amounts credited such Shares issued on the applicable Settlement Date, the Grantee shall nevertheless be entitled to your bookkeeping accountreceive either Shares or cash in lieu of such Restricted Stock Units, if any, that represent cash dividends. Property, if any, deemed credited to DER bookkeeping accounts representing dividends paid in property will be deemed invested in such property until the DER amounts are deemed converted to shares of Stock pursuant to this Section 3. The bookkeeping accounts, if any, created to track DER amounts are phantom accounts and the Company is under no obligation to set aside cash or property with respect to any DER amounts. Valuations made pursuant to this Section 3 (including any valuation of property deemed credited to a bookkeeping account) will be made as determined by the Committee, in an amount determined pursuant to this paragraph 30, which shall be immediately settled through the issuance of Shares or its designeecash, as applicable, on the cash dividend payment date (or as soon as reasonably practicable thereafter but not later than thirty (30) days after the dividend payment date) by deposit to the Grantee’s Company brokerage account. Such additional Restricted Stock Units shall be subject to the same terms and conditions and shall be settled in its sole discretion the same manner and such valuation will be final and bindingat the same time as to which applied to each underlying Share pursuant to which the Dividend Equivalent Rights were paid.