Common use of Dividend Equivalents Clause in Contracts

Dividend Equivalents. Subject to this Paragraph 6, with respect to dividends for which a record date occurs during the Restriction Period, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.

Dividend Equivalents. Subject to this Paragraph 65, with respect to dividends for which a record date occurs during the Restriction PeriodPeriod applicable to any Units, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Dividend Equivalent Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalentsvalue, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 5 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Restricted Stock Units set forth in this Awardto which they relate; provided, however, that if the Award vests Restriction Period for any Restricted Stock Unit ends after the record date for, but before the payment date of, a dividend, then the any Dividend Equivalents related to such dividend and to Units vesting on for which the vesting date Restriction Period is ending will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.

Dividend Equivalents. Subject to this Paragraph 65, with respect to dividends for which a record date occurs during the Restriction Period, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 5 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.

Dividend Equivalents. Subject During the period from the Grant Date through the date on which Shares underlying vested PSUs are issued to this Paragraph 6you pursuant to Section 2(b), the Company shall credit the Holder with Dividend Equivalents equal to the dividends the Holder would have received if the Holder had been the actual record owner of the underlying Shares on each dividend record date. If a dividend on the Shares is payable wholly or partially in Shares, the Dividend Equivalent representing that portion shall be in the form of additional PSUs, and the Holder shall be treated as being credited with such additional PSUs with respect to dividends the number of Shares underlying the unvested PSUs under this Award as of the date of payment of the dividend based on the Company’s actual achievement of the Performance Objectives for which the full Performance Period pursuant to Section 2(b) above. If a record date occurs during dividend on the Restriction PeriodShares is payable wholly or partially in cash, Participant the Dividend Equivalent representing that portion shall also be in the form of cash, and the Holder shall be treated as being credited with any cash dividends, without earnings, payable on the number of Shares that vest based on the Company’s actual achievement of the Performance Objectives for the full Performance Period pursuant to Section 2(b) above. If a dividend on Shares is payable wholly or partially in a form other than cash or Shares, the Committee may, in its discretion, provide for such Dividend Equivalent Equivalents with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents that portion as provided in this Paragraphit deems appropriate under the circumstances. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditionsconditions as the PSUs originally awarded pursuant to the Grant Notice and this Agreement, and they shall vest or (or, if applicable, be forfeited (forfeited) as applicable) if they had been granted at the same time, upon the same conditions, and in the same proportion, time as the Target Award Units set forth in this original PSU Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.

Dividend Equivalents. Subject to this Paragraph 6, with respect to dividends for which a record date occurs during the Restriction PeriodPeriod applicable to any Units, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, with respect to each vested but not yet distributed Restricted Stock Unit (as contemplated by Paragraph 9(b)(i)) and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that (x) if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend, and (y) if Paragraph 9(b)(i) is applicable and a record date for any dividend occurs after the applicable vesting date but before the applicable Delivery Date (as defined in Paragraph 9(e)(i) below), then any Dividend Equivalents related to such dividend will be paid in cash or in Stock, in the sole discretion of the Company, on or as soon as practicable following the Delivery Date.

Dividend Equivalents. Subject Provided that the Recipient’s continuous service has not terminated prior to this Paragraph 6the dividend record date, with respect or the Recipient’s continuous service terminated prior to dividends for which a the dividend record date occurs during but the Restriction Period, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Recipient has not been paid for the Recipient’s vested Restricted Stock Units as of the dividend record date solely on account of the Recipient being a “specified employee” (as defined under Section 14(d) hereof) subject to the six-month delay for payment of the Recipient’s vested Restricted Stock Units, as required under Section 14(d) hereof, the Recipient shall receive Dividend Equivalents in the form of additional Restricted Stock Units or fractional Restricted Stock Units each time a dividend or other distribution is paid on the date that the applicable Company's Common Stock. The number of Restricted Stock Units awarded for a cash dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in non-cash dividend other than a stock dividend shall be determined by (i) multiplying the number of Restricted Stock Units determined held by the Recipient pursuant to this Agreement as of the dividend record date by the amount of the dividend per share of Common Stock and (ii) dividing the aggregate value of the Dividend Equivalents product so determined by the Fair Market Value of the Common Stock on such date (rounded to the nearest thousandth dividend payment date. The number of Restricted Stock Units awarded for a whole Unit or as otherwise reasonably stock dividend shall be determined by multiplying the Company); provided, however, that if Dividend Equivalents cannot be reinvested in number of Restricted Stock Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject Recipient pursuant to this AgreementAgreement as of the dividend record date by the number of additional shares of Common Stock actually paid as a dividend per share of Common Stock. Any additional Restricted Stock Units resulting from awarded pursuant to this Section 4(c) shall be awarded effective as of the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents date the dividend was paid, and shall have the same status, and shall be subject to the same terms and conditionsconditions (including without limitation the vesting and forfeiture provisions), under this Agreement as the Restricted Stock Units to which they relate, and shall vest be distributed on the same payment date referred to in Section 4(a) herein as the Restricted Stock Units to which they relate (or be forfeited (if later, as applicable) of the applicable dividend payment date), or alternatively, at the same time, upon times provided for under the same conditions, and in Deferred Compensation Plan to the same proportion, as extent the Target Award Recipient elected to defer some or all of the Restricted Stock Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then to which the Dividend Equivalents related to such dividend and to Units vesting on relate under the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividendDeferred Compensation Plan.

Dividend Equivalents. Subject to this Paragraph 65, with respect to dividends for which a record date occurs during the Restriction PeriodPeriod applicable to any Units, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, with respect to each vested but not yet distributed Restricted Stock Unit (as contemplated by Paragraph 8(b)(i)) and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 5 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that (x) if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend, and (y) if Paragraph 8(b)(i) is applicable and a record date for any dividend occurs after the applicable vesting date but before the applicable Delivery Date (as defined in Paragraph 8(d)(i) below), then any Dividend Equivalents related to such dividend will be paid in cash or in Stock, in the sole discretion of the Company, on or as soon as practicable following the Delivery Date.

Dividend Equivalents. Subject to this Paragraph 6, with respect to dividends for which a record date occurs during the Restriction Period, The Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of receive Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable form of additional Performance Shares or fractional Performance Shares each time a dividend or other distribution is made to paid on the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments Common Stock. The number of Dividend Equivalents, in Performance Shares awarded for a cash dividend or non-cash dividend other than a stock dividend shall be determined by (i) multiplying the number of Units determined Performance Shares that may be earned by the Participant pursuant to this Agreement as of the dividend record date by the amount of the dividend per share of Common Stock and (ii) dividing the aggregate value of the Dividend Equivalents product so determined by the Fair Market Value of the Common Stock on such date (rounded to the nearest thousandth dividend payment date. The number of Performance Shares awarded for a whole Unit or as otherwise reasonably stock dividend shall be determined by multiplying the Company); provided, however, number of Performance Shares that if Dividend Equivalents cannot may be reinvested in Units due earned by the Participant pursuant to the operation of Section 3(a) this Agreement as of the Plan, such Dividend Equivalents will be credited to Participant dividend record date by the number of additional shares of Common Stock actually paid as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments dividend per share of Dividend Equivalents, which cash value Common Stock. Any additional Performance Shares awarded pursuant to this Section 4(c) shall be held by awarded effective as of the Company (without interest) subject to this Agreement. Any Units resulting from date the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents dividend was paid, and shall have the same status, and shall be subject to the same terms and conditionsconditions (including without limitation the performance conditions set forth in Appendix A that must be satisfied for those Performance Shares to which they relate to become Earned Performance Shares, and the vesting and forfeiture provisions and the settlement form (i.e., shares of Common Stock)) under this Agreement as the Performance Shares to which they relate, and shall vest be distributed on the same payment date referred to in Section 4(a) as the Performance Shares to which they relate (or be forfeited (if later, as applicableof the applicable dividend payment date) or alternatively, at the same time, upon times provided for under the same conditions, and in Deferred Compensation Plan to the same proportion, as extent the Target Award Units set forth in this Award; provided, however, that if Participant elected to defer some or all of the Award vests after the record date for, but before the payment date of, a dividend, then Performance Shares to which the Dividend Equivalents related to such dividend and to Units vesting on relate under the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividendDeferred Compensation Plan.

Dividend Equivalents. Subject to this Paragraph 65, with respect to dividends for which a record date occurs during the Restriction PeriodPeriod applicable to any Units, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, with respect to each vested but not yet distributed Restricted Stock Unit (as contemplated by Paragraphs 8(b) and 8(c)), and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Dividend Equivalent Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalentsvalue, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 5 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Restricted Stock Units set forth in this Awardto which they relate; provided, however, that (x) if the Award vests Restriction Period for any Restricted Stock Unit ends after the record date for, but before the payment date of, a dividend, then the any Dividend Equivalents related to such dividend and to Units vesting on for which the vesting date Restriction Period is ending will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend, and (y) if Paragraph 8(b) or 8(c) below is applicable and a record date for any dividend occurs after the applicable vesting date but before the applicable Delivery Date (as defined in Paragraph 8(d)(i) below), then any Dividend Equivalents related to such dividend will be paid in cash or in Stock, in the sole discretion of the Company, on or as soon as practicable following the Delivery Date.

Dividend Equivalents. Subject Each RSU granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent, which Dividend Equivalent shall remain outstanding from the Grant Date until the earlier of the payment or forfeiture of the RSU to which it corresponds (the “Dividend Equivalent Period”). Each Dividend Equivalent shall entitle you to receive payments, subject to and in accordance with this Paragraph 6Award Notice, in an amount equal to each dividend (including any extraordinary or other non-recurring dividend), in each case, that (a) is made by the Company in respect of the share of Common Stock underlying the RSU to which such Dividend Equivalent relates, and (b) has an applicable Dividend Date (as defined below) occurring during the Dividend Equivalent Period. Such amounts (if any) shall be payable as and when such dividends are paid generally to the Company’s stockholders (and without regard to the vested or unvested status of the RSU underlying such Dividend Equivalent on the applicable Dividend Date). Notwithstanding the foregoing, upon the payment or forfeiture of a RSU, the Dividend Equivalent granted in tandem with such paid or forfeited RSU and the Dividend Equivalent Period shall terminate with respect to such RSU. For the avoidance of doubt, a Dividend Equivalent will only entitle you to payments relating to dividends with an applicable Dividend Date occurring between the Grant Date and the date on which you receive payment in respect of the RSU to which it corresponds in accordance with Section 7 below (or, if earlier, the date on which you forfeit the RSU to which it corresponds). The Dividend Equivalents and any amounts that may become distributable in respect thereof shall be treated separately from the RSUs and the rights arising in connection therewith for purposes of Section 409A of the Code (including for purposes of the designation of the time and form of payments required by Section 409A of the Code). For purposes of this Award Notice, “Dividend Date” shall mean, with respect to dividends for which a record date occurs during the Restriction Period, Participant shall be credited with a Dividend Equivalent with any dividend made in respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Common Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for preceding the ex-dividend date applicable to such dividend.

Dividend Equivalents. Subject Until the date on which the RSUs are settled for cash, and pursuant to the terms and conditions of this Paragraph 6Agreement, the Grantee will be credited (in the manner described in the following sentences) on the books and records of the Company with respect an amount per each RSU equal to the amount per share of any cash dividends for which declared by the Board of Directors of the Company with a record date occurs during on or after the Restriction Period, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units Grant Date on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value outstanding common stock of the Company (such amount, a “Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the CompanyEquivalent”); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such . Such Dividend Equivalents will be credited in the form of an additional number of RSUs and the Target Number of RSUs shall be adjusted by each additional RSU credited to Participant as a cash value based the Grantee pursuant to the Dividend Equivalents. The additional number of RSUs will be equal to the aggregate amount of Dividend Equivalents credited under this Agreement on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held respective dividend payment date divided by the Company (without interest) subject average of the high and low prices per share of common stock on the respective dividend payment date. The RSUs attributable to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall will be subject to either settled or forfeited, as appropriate, under the same terms and conditionsconditions that apply to the other RSUs under this Award Agreement, including the achievement of the Performance Goals and any action taken by the Committee. For the avoidance of doubt, if the Grantee defers settlement of any portion of the RSUs pursuant to the Executive Deferred Compensation Plan, then, during the deferral period, the Grantee’s stock account under the Executive Deferred Compensation Plan shall vest continue to be credited with Dividend Equivalents pursuant to this Section 8 until such deferred RSUs are settled for Shares or be forfeited (cash, as applicable) at , under the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion terms of the Company, as soon as practicable following the payment date for such dividendExecutive Deferred Compensation Plan.

Dividend Equivalents. Subject Each RSU granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent, which Dividend Equivalent shall remain outstanding from the Grant Date until the earlier of the payment or forfeiture of the RSU to which it corresponds (the “Dividend Equivalent Period”). Each Dividend Equivalent shall entitle you to receive payments, subject to and in accordance with this Paragraph 6Award Notice, in an amount equal to each dividend (including any extraordinary or other non-recurring dividend), in each case, that (a) is made by the Company in respect of the share of Common Stock underlying the RSU to which such Dividend Equivalent relates, and (b) has an applicable Dividend Date (as defined below) occurring during the Dividend Equivalent Period. Such amounts (if any) shall be payable as and when such dividends are paid generally to the Company’s stockholders (and without regard to the vested or unvested status of the RSU underlying such Dividend Equivalent on the applicable Dividend Date). Notwithstanding the foregoing, upon the payment or forfeiture of a RSU, the Dividend Equivalent granted in tandem with such paid or forfeited RSU and the Dividend Equivalent Period shall terminate with respect to such RSU. For the avoidance of doubt, a Dividend Equivalent will only entitle you to payments relating to dividends with an applicable Dividend Date occurring between the Grant Date and the date on which you receive payment in respect of the RSU to which it corresponds in accordance with Section 7 below (or, if earlier, the date on which you forfeit the RSU to which it corresponds). The Dividend Equivalents and any amounts that may become distributable in respect thereof shall be treated separately from the RSUs and the rights arising in connection therewith for purposes of Section 409A of the Code (including for purposes of the designation of the time and form of payments required by Section 409A of the Code). For purposes of this Notice, “Dividend Date” shall mean, with respect to dividends for which a record date occurs during the Restriction Period, Participant shall be credited with a Dividend Equivalent with any dividend made in respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Common Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for preceding the ex-dividend date applicable to such dividend.

Dividend Equivalents. Subject to this Paragraph 6, with respect to dividends for which a record date occurs during the Restriction Period, (i) The Participant shall will be credited with a dividend equivalents if on any date while the Performance Units are outstanding hereunder the Company pays any cash dividend on its shares of Common Stock (“Cash Dividend Equivalent Units”), which shall represent a future contingent right to a number of shares of Common Stock with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made a current Fair Market Value equal to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments product of Dividend Equivalents, in (x) the number of Target Performance Units determined held by dividing the aggregate value Participant hereunder as of the Dividend Equivalents related dividend record date, multiplied by (y) the Fair Market Value amount of the Stock on such date cash dividend per share of Common Stock. (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(aii) of the Plan, such Dividend Equivalents The Participant will be credited to Participant as a cash value based with dividend equivalents if on any date while the Target Award Performance Units and are outstanding hereunder the Company shall pay any stock dividend on its shares of Common Stock (“Stock Dividend Equivalent Units resulting from prior reinvestments of Awards”) (which together with “Cash Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 Equivalent Awards” are referred to herein as “Dividend Equivalent Units.” ”), which shall be paid, without interest, in the form of a contingent right to a future number of shares of Common Stock, equal to the product of (x) the number of Target Performance Units held by the Participant hereunder as of the related dividend record date, multiplied by (y) the number of shares of Common Stock (including any fraction thereof) payable as a dividend on one share of Common Stock. (iii) Dividend Equivalents Units will accrue on any credited Dividend Equivalent Units (in addition to accruing on Target Performance Units) upon each cash or stock dividend paid on Company shares. Any Dividend Equivalent Units shall be subject to the same vesting and payment terms and conditionsconditions as the corresponding Performance Units to which they relate. (c) This Agreement and the Performance Units and Dividend Equivalent Units granted hereunder are subject to all of the terms and conditions of the PPL Corporation Amended and Restated 2012 Stock Incentive Plan (the “Plan”), and shall vest or be forfeited (as applicable) at the same amended from time to time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.which are incorporated by reference herein. If there is any

Dividend Equivalents. Subject Until the date on which the RSUs are settled for Shares (or cash in the case of RSUs deferred under the Company’s Executive Deferred Compensation Plan), and pursuant to the terms and conditions of this Paragraph 6Agreement, the Grantee will be credited (in the manner described in the following sentences) on the books and records of the Company with respect an amount per each RSU equal to the amount per share of any cash dividends for which declared by the Board of Directors of the Company with a record date occurs during on or after the Restriction Period, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units Grant Date on the date that the applicable dividend or distribution is made to the Company’s shareholdersoutstanding Shares (such amount, based on the Target Award Units and any a “Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the CompanyEquivalent”); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such . Such Dividend Equivalents will be credited in the form of an additional number of RSUs and the Target Number of RSUs shall be adjusted by each additional RSU credited to Participant as a cash value based the Grantee pursuant to the Dividend Equivalents. The additional number of RSUs will be equal to the aggregate amount of Dividend Equivalents credited under this Agreement on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held respective dividend payment date divided by the Company (without interest) subject average of the high and low prices per Share on the respective dividend payment date. The RSUs attributable to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall will be subject to either settled or forfeited, as appropriate, under the same terms and conditionsconditions that apply to the other RSUs under this Award Agreement, including the achievement of the Performance Goals and any action taken by the Committee. For the avoidance of doubt, if the Grantee defers settlement of any portion of the RSUs pursuant to the Executive Deferred Compensation Plan, then, during the deferral period, the Grantee’s stock account under the Executive Deferred Compensation Plan shall vest continue to be credited with Dividend Equivalents pursuant to this Section 8 until such deferred RSUs are settled for Shares or be forfeited (cash, as applicable) at , under the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion terms of the Company, as soon as practicable following the payment date for such dividendExecutive Deferred Compensation Plan.

Dividend Equivalents. Subject to this Paragraph 6, with respect to dividends for which a record date occurs during the Restriction Period, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with With respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as RSUs that have not been settled or been forfeited, provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable Participant’s Continuous Service has not terminated prior to the dividend record date, the Participant shall have the right to receive distributions (the “Dividend Equivalents”) from the Company equal to any dividends or other distributions that would have been distributed to the Participant if each of the outstanding RSUs instead was an issued and outstanding Share owned by the Participant. The number of RSUs awarded for a cash dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in non-cash dividend other than a stock dividend shall be determined by (i) multiplying the number of Units determined outstanding RSUs held by the Participant pursuant to this Agreement as of the dividend record date by the amount of the dividend per Share and (ii) dividing the aggregate value of the Dividend Equivalents product so determined by the Fair Market Value of a Share on the Stock on such date (rounded to the nearest thousandth dividend payment date. The number of RSUs awarded for a whole Unit or as otherwise reasonably stock dividend shall be determined by multiplying the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation number of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be outstanding RSUs held by the Company (without interest) subject Participant pursuant to this AgreementAgreement as of the dividend record date by the number of additional Shares actually paid as a dividend per Share. Any Units resulting from additional RSUs awarded pursuant to this Section 4(d) shall be awarded effective the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents date the dividend was paid, and shall have the same status, and shall be subject to the same terms and conditionsconditions (including without limitation the vesting and forfeiture provisions), under this Agreement as the RSUs to which they relate, and shall vest be distributed, reduced by any applicable withholding taxes, on the same Delivery Date as the RSUs to which they relate (or if later, as of the applicable dividend payment date). Each Dividend Equivalent shall be forfeited treated as a separate payment for purposes of Section 409A (as applicable) at the same time, upon the same conditions, and defined in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividendSection 9(i)).

Dividend Equivalents. Subject If dividends are paid on Common Stock while RSUs under this award are outstanding, you will be paid an amount equal to the dividend paid on one share of Common Stock, multiplied by the number of RSUs outstanding under this Paragraph 6award as of the dividend record date. Protection-Based Vesting This award is intended and expected to vest on the vesting date(s), provided that you are continuously employed by the Firm through such vesting date, or you meet the requirements for continued vesting described under the subsections “--Job Elimination”, “--Full Career Eligibility”, “--Government Office” or “--Disability”. However, vesting and the number of RSUs in which you vest are subject to these terms and conditions (including, but not limited to, sections captioned “Recapture Provisions”, “Remedies” and the following protection-based vesting provision). Up to a total of fifty percent of your award that would otherwise be distributable to you during the vesting period (“At Risk RSUs”) may be cancelled if the Chief Executive Officer of JPMorgan Chase (“CEO”) determines in his or her sole discretion that cancellation of all or portion of the At Risk RSUs is appropriate in light of any one or a combination of the following factors: • Your performance in relation to the priorities for your position, or the Firm’s performance in relation to the priorities for which you share responsibility as a member of the Operating Committee, have been unsatisfactory for a sustained period of time. Among the factors the CEO may consider in assessing performance are net income, total net revenue, return on equity, earnings per share and capital ratios of the Firm, both on an absolute basis and, as appropriate, relative to peer firms. • For any calendar year ending during the vesting period, JPMorgan Chase’s annual pre-tax pre-provision income at the Firm level is negative. • Awards granted to participants in a Line of Business for which you exercise, or during the vesting period exercised, direct or indirect responsibility, were in whole or in part cancelled because the Line of Business did not meet its annual Line of Business Financial Threshold. • The Firm does not meet the Firmwide Financial Threshold. In the event that your employment terminates due to “Job Elimination”, ”Full Career Eligibility”, Government Office” or “Disability” thereby entitling you to continued vesting in your award (or potentially acceleration due to satisfaction of the Government Office Requirements), the cancellation circumstances described above will continue to apply to your At Risk RSUs pursuant to the subsection captioned “Accelerated Distribution for Ethics or Conflict Reasons Resulting From Employment by a Government Entity”. Any determination above with respect to dividends for which a record date occurs during protection-based vesting provisions is subject to ratification by the Restriction PeriodCompensation and Management Development Committee of the Board of Directors of JPMorgan Chase (“Committee”). In the case of an award to the CEO, Participant all such determinations shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined Committee and ratified by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent UnitsBoard.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.

Dividend Equivalents. Subject This award is not eligible for dividend equivalent payments. Protection-Based Vesting This award is intended and expected to this Paragraph 6vest on the vesting date(s), provided that you are continuously employed by the Firm through such vesting date, or you meet the requirements for continued vesting described under the subsections “--Job Elimination”, “--Full Career Eligibility”, “--Government Office” or “--Disability”. However, vesting and the number of RSUs in which you vest are subject to these terms and conditions (including, but not limited to, sections captioned “Recapture Provisions”, “Remedies” and the following protection-based vesting provision). Up to a total of fifty percent of your award that would otherwise be distributable to you during the vesting period (“At Risk RSUs”) may be cancelled if the Chief Executive Officer of JPMorgan Chase (“CEO”) determines in his or her sole discretion that cancellation of all or portion of the At Risk RSUs is appropriate in light of any one or a combination of the following factors: • Your performance in relation to the priorities for your position, or the Firm’s performance in relation to the priorities for which you share responsibility as a member of the Operating Committee, have been unsatisfactory for a sustained period of time. Among the factors the CEO may consider in assessing performance are net income, total net revenue, return on equity, earnings per share and capital ratios of the Firm, both on an absolute basis and, as appropriate, relative to peer firms. • For any calendar year ending during the vesting period, JPMorgan Chase’s annual pre-tax pre-provision income at the Firm level is negative. • Awards granted to participants in a Line of Business for which you exercise, or during the vesting period exercised, direct or indirect responsibility, were in whole or in part cancelled because the Line of Business did not meet its annual Line of Business Financial Threshold. • The Firm does not meet the Firmwide Financial Threshold. In the event that your employment terminates due to “Job Elimination”, ”Full Career Eligibility”, Government Office” or “Disability” thereby entitling you to continued vesting in your award (or potentially acceleration due to satisfaction of the Government Office Requirements), the cancellation circumstances described above will continue to apply to your At Risk RSUs pursuant to the subsection captioned “Accelerated Distribution for Ethics or Conflict Reasons Resulting From Employment by a Government Entity”. Any determination above with respect to dividends for which a record date occurs during protection-based vesting provisions is subject to ratification by the Restriction PeriodCompensation and Management Development Committee of the Board of Directors of JPMorgan Chase (“Committee”). In the case of an award to the CEO, Participant all such determinations shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined Committee and ratified by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent UnitsBoard.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.

Dividend Equivalents. Subject to this Paragraph 6, with respect to dividends for which a record date occurs during the Restriction Period, Participant The Restricted Stock Units shall be credited with a Dividend Equivalent with respect dividend equivalent payments to each outstanding Restricted Stock Unitbe paid in cash (without interest) on the corresponding vesting dates, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a14(c)(iii) of the Plan. * * * ZOOMINFO TECHNOLOGIES INC. By: Title: THE UNDERSIGNED PARTICIPANT ACKNOWLEDGES RECEIPT OF THIS RESTRICTED STOCK UNIT GRANT NOTICE, THE RESTRICTED STOCK UNIT AGREEMENT AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF RESTRICTED STOCK UNITS HEREUNDER, AGREES TO BE BOUND BY THE TERMS OF THIS RESTRICTED STOCK UNIT GRANT NOTICE, THE RESTRICTED STOCK UNIT AGREEMENT AND THE PLAN. PARTICIPANT1 1To the extent that the Company has established, either itself or through a third-party plan administrator, the ability to accept this award electronically, such Dividend Equivalents will be credited acceptance shall constitute the Participant's signature hereto. RESTRICTED STOCK UNIT AGREEMENT UNDER THE ZOOMINFO TECHNOLOGIES INC. 2020 OMNIBUS INCENTIVE PLAN Pursuant to the Restricted Stock Unit Grant Notice (the “Grant Notice”) delivered to the Participant (as a cash value based on defined in the Target Award Units Grant Notice), and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms of this Restricted Stock Unit Agreement (this “Restricted Stock Unit Agreement”) and conditionsthe ZoomInfo Technologies Inc. 2020 Omnibus Incentive Plan, as it may be amended and restated from time to time (the “Plan”), ZoomInfo Technologies Inc. (the “Company”) and the Participant agree as follows. Capitalized terms not otherwise defined herein shall vest or be forfeited (as applicable) at have the same time, upon the same conditions, and in the same proportion, meaning as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividendPlan.

Dividend Equivalents. Subject to As of the Date of Grant above, this Paragraph 6, with respect to dividends for which grant of Restricted Stock Units also includes a record date occurs during the Restriction Period, Participant shall be credited with a tandem grant of Dividend Equivalent Equivalents with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments share of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made granted to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments you pursuant to Section 1 of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company)this Agreement; provided, however, that if you shall not receive Dividend Equivalents cannot be reinvested in Units due for any distributions made with respect to a share of Stock prior to the operation of Section 3(a) satisfaction of the PlanPerformance Vesting Requirement (as defined below). In the event that the Performance Vesting Requirement is satisfied prior to the Vesting Date, such you shall receive Dividend Equivalents will for any distributions made with respect to a share of Stock for the period of time between the day the attainment of the Performance Vesting Requirement occurs and the Vesting Date, taking into account that an adjustment shall be credited made to Participant the number of Dividend Equivalents granted to you to reflect any adjustments made to your Restricted Stock Units pursuant to Section 3(b) below. All Dividend Equivalents granted on and after the Date of Grant shall carry identical vesting restrictions as a cash value based on shall be attached to the Target Award Restricted Stock Units and any Dividend Equivalent Units resulting from prior reinvestments of giving rise to such Dividend Equivalents, which cash value shall be held by thus, if the Company (without interest) subject Performance Vesting Requirement is not satisfied, all rights to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall immediately cease. If a Restricted Stock Unit is forfeited, your tandem Dividend Equivalents with respect to such Restricted Stock Units shall automatically terminate at that time. Any Dividend Equivalents payment will be subject made on or promptly following the date on which the dividends are otherwise paid to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Awardholders of Stock; provided, however, that if in no event shall the Award vests after dividend payment be made later than 30 days following the record date for, but before on which the payment date of, a dividend, then the Dividend Equivalents related to Company pays such dividend and to Units vesting on the vesting date will be paid in cash or in holders of Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.

Dividend Equivalents. Subject On each date that a cash dividend is paid to this Paragraph 6holders of Shares from the Grant Date through the date immediately prior to the date the PRSUs are settled, with respect to dividends for which a record date occurs during an amount (the Restriction Period, Participant shall be credited with a “Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined belowAmount”) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made equal to the Company’s shareholderscash dividend that is paid on each Share, based on multiplied by the Target Award Units total number of PRSUs and any Dividend Equivalent Units resulting from prior reinvestments (as defined below) that remain unvested and outstanding as of Dividend Equivalentsthe dividend payment record date, in will be credited to the Colleague, and such credited amount will be converted into an additional number of Units PRSUs (“Dividend Equivalent Units”) determined by dividing the aggregate value of the Dividend Equivalents Equivalent Amount by the Fair Market Value of a Share on the Stock on such date (rounded of the dividend payment. At the end of the Performance Period, the number of Dividend Equivalent Units will be adjusted to reflect the number of Dividend Equivalent Units that would have been credited to the nearest thousandth of a whole Unit or Colleague as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, Grant Date if such Dividend Equivalents will be credited to Participant as a cash value calculations had been based on the Target Award Units number of Earned Performance Shares (such adjusted number, the “Earned Dividend Equivalent Units”). During the period beginning immediately following the last day of the Performance Period and any ending on the date the Earned Performance Shares are paid pursuant to Section 3.2(k) below, Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “will accrue on any Earned Performance Shares and any Earned Dividend Equivalent Units.” . Dividend Equivalents shall Equivalent Units and Earned Dividend Equivalent Units will be subject to the same terms conditions as the underlying PRSUs with respect to which Dividend Equivalent Units and conditionsEarned Dividend Equivalent Units were paid, including without limitation, the vesting condition and shall vest or be forfeited (as applicable) at the same time, upon provisions governing time and form of settlement applicable to the same conditions, and in the same proportionunderlying PRSUs. Unless expressly provided otherwise, as the Target Award Units set forth used elsewhere in this Award; providedAgreement, however, references to PRSUs in this Agreement shall also include Dividend Equivalent Units and Earned Dividend Equivalent Units that if have been credited to the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related Colleague pursuant to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividendthis Section 2.6.

Dividend Equivalents. Subject Until the date on which the RSUs are settled for Shares (or cash in the case of RSUs deferred under the Company’s Executive Deferred Compensation Plan), and pursuant to the terms and conditions of this Paragraph 6Agreement, the Grantee will be credited on the books and records of the Company with respect an amount per each RSU equal to the amount per share of any cash dividends for which declared by the Board of Directors of the Company with a record date occurs during on or after the Restriction Period, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units Grant Date on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value outstanding common stock of the Company (each, a “Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the CompanyEquivalent”); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such . Such Dividend Equivalents will be credited in the form of an additional number of RSUs and the Target Number of RSUs shall be adjusted by each additional RSU credited to Participant as a cash value based the Grantee pursuant to the Dividend Equivalents. The additional number of RSUs will be equal to the aggregate amount of Dividend Equivalents credited under this Agreement on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held respective dividend payment date divided by the Company (without interest) subject average of the high and low prices per share of common stock on the respective dividend payment date. The RSUs attributable to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall will be subject to either settled or forfeited, as appropriate, under the same terms and conditionsconditions that apply to the other RSUs under this Award Agreement, and including the achievement of the Performance Goals. For the avoidance of doubt, if the Grantee defers settlement of any portion of the RSUs pursuant to the Executive Deferred Compensation Plan, then, during the deferral period, the Grantee’s stock account under the Executive Deferred Compensation Plan shall vest continue to be credited with Dividend Equivalents pursuant to this Section 8 until such deferred RSUs are settled for Shares or be forfeited (cash, as applicable) at , under the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion terms of the Company, as soon as practicable following the payment date for such dividendExecutive Deferred Compensation Plan.

Dividend Equivalents. Subject to this Paragraph 6, with With respect to ordinary cash dividends in respect of Shares covered by any outstanding PSUs, on the payment date of the dividend, a separate account maintained for which a record date occurs during the Restriction Period, Participant for bookkeeping purposes only on the books and records of the Company shall be credited with a Dividend Equivalent with respect dividend equivalents in an amount equal to the dividends that would have been paid to the Participant if one (1) Share had been issued on the Grant Date for each outstanding Restricted Stock Unit, and with respect PSU granted to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents the Participant as provided set forth in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholdersAgreement, based on the Target Award Units Maximum Number of PSUs set forth in this Agreement (the “Dividend Equivalent”), and any will be held without interest thereon until delivered to the Participant (if at all). A Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms vesting restrictions and conditionspayment conditions as the PSU to which such Dividend Equivalent relates, as set forth in Section 2, and shall vest be paid on the same date as the PSU to which it is attributable is settled in accordance with Section 2(c) hereof (or be forfeited (as applicable) at the same timetime that the PSUs are forfeited). For purposes of clarity, upon if the same conditionsMaximum Number of PSUs becomes vested, the Dividend Equivalent will be paid at an amount based on the Maximum Number of PSUs vested, and if only the Threshold Number of PSUs becomes vested, the Dividend Equivalent will be paid at an amount based on the Threshold Number of PSUs vested. Dividend Equivalents credited shall be distributed in cash. Any Dividend Equivalents in respect of PSUs that do not vest, shall be forfeited and retained by the Company. For the avoidance of doubt, (i) if a PSU does not ultimately become vested hereunder, no Dividend Equivalent payments shall be made with respect to such unvested PSU, and (ii) in no event shall a Dividend Equivalent be paid that would result in the Participant receiving both the Dividend Equivalent and the actual dividend with respect to a PSUs and the corresponding Share. This award of PSUs and all Dividend Equivalents hereunder are, individually and in the same proportionaggregate, as intended to constitute an “unfunded” plan. Amounts payable pursuant to this Agreement will be payable from the Target Award Units set forth general assets of the Company and no special or separate reserve, fund or deposit will be made to assure payment of such amounts. No Participant, beneficiary or other person will have any right, title or interest in any fund or in any specific asset of any member of the Company by reason of being party to this Award; providedAgreement. Neither the acceptance of this Agreement, howevernor any actions taken pursuant to this Agreement, that if the Award vests after the record date forwill create, but before the payment date ofor be construed to create, a dividend, then trust of any kind or a fiduciary relationship between the Dividend Equivalents related to such dividend and to Units vesting Company on the vesting date will be paid in cash one hand, and Participant, their beneficiary or in Stock, in other person on the sole discretion of the Company, as soon as practicable following the payment date for such dividendother hand.

Dividend Equivalents. Subject to this Paragraph 6, with respect to dividends for which a record date occurs during the Restriction Period, The Participant shall have the right to be credited with a Dividend Equivalent with respect dividend equivalents equal to each outstanding Restricted Stock Unitthe dividends paid by the Company that the Participant would have received if, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that corresponding dividend payment due date, the applicable dividend or distribution is made Participant had been the owner of a number of Shares equal to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing RSUs awarded to the aggregate value Participant pursuant to the Agreement for which Shares have not been previously delivered pursuant to Section 2(d) of the Agreement (the “Dividend Equivalents”). Any Dividend Equivalents by deriving from a cash dividend shall be converted to RSUs based on the Fair Market Value of Shares on the Stock on such dividend payment date (rounded or, if the dividend payment date is not a day during which the NASDAQ is open for trading (such an open day, a “NASDAQ Trading Day”), then on the first NASDAQ Trading Day following the dividend payment date). Subject to any provisions of the nearest thousandth Plan relating to adjustments of Awards (including Section 9 of the Plan), any Dividend Equivalents deriving from a whole Unit dividend of Shares shall be converted into additional RSUs on a one-for-one basis. The Participant shall continue to be credited with Dividend Equivalents until the date of delivery of the corresponding Shares pursuant to Section 2(d) of the Agreement or until earlier forfeiture or cancellation of the RSUs. Notwithstanding the foregoing, as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to Board or the operation of Section 3(a) of the PlanCommittee, such Dividend Equivalents will may be credited to Participant as paid in the form of cash instead of RSUs, or a combination of cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this AgreementRSUs. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” The Dividend Equivalents so credited shall be subject to the same terms and conditionsconditions as the corresponding RSUs, and shall vest and be settled (or if applicable, be forfeited (as applicablecancelled or forfeited) in the same manner and at the same time, upon time as the same conditions, and in the same proportioncorresponding RSUs, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on had been granted at the vesting date will be paid in cash or in Stock, in same time as the sole discretion of the Company, as soon as practicable following the payment date for such dividendRestricted Stock Unit Award.

Dividend Equivalents. Subject Provided that the Recipient’s continuous service has not terminated prior to this Paragraph 6the dividend record date, with respect or the Recipient’s continuous service terminated prior to dividends for which a the dividend record date occurs during but the Restriction Period, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Recipient has not been paid for the Recipient’s vested Restricted Stock Units as of the dividend record date solely on account of the Recipient being a “Specified Employee” (as defined under Section 14(d) hereof) subject to the six-month delay for payment of the Recipient’s vested Restricted Stock Units, as required under Section 14(d) hereof, the Recipient shall receive Dividend Equivalents in the form of additional Restricted Stock Units or fractional Restricted Stock Units each time a dividend or other distribution is paid on the date that the applicable Company's Common Stock. The number of Restricted Stock Units awarded for a cash dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in non-cash dividend other than a stock dividend shall be determined by (i) multiplying the number of Restricted Stock Units determined held by the Recipient pursuant to this Agreement as of the dividend record date by the amount of the dividend per share of Common Stock and (ii) dividing the aggregate value of the Dividend Equivalents product so determined by the Fair Market Value of the Common Stock on such date (rounded to the nearest thousandth dividend payment date. The number of Restricted Stock Units awarded for a whole Unit or as otherwise reasonably stock dividend shall be determined by multiplying the Company); provided, however, that if Dividend Equivalents cannot be reinvested in number of Restricted Stock Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject Recipient pursuant to this AgreementAgreement as of the dividend record date by the number of additional shares of Common Stock actually paid as a dividend per share of Common Stock. Any additional Restricted Stock Units resulting from awarded pursuant to this Section 4(c) shall be awarded effective as of the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents date the dividend was paid, and shall have the same status, and shall be subject to the same terms and conditionsconditions (including without limitation the vesting and forfeiture provisions), under this Agreement as the Restricted Stock Units to which they relate, and shall vest be distributed on the same payment date referred to in Section 4(a) herein as the Restricted Stock Units to which they relate (or be forfeited (if later, as applicable) of the applicable dividend payment date), or alternatively, at the same time, upon times provided for under the same conditions, and in Deferred Compensation Plan to the same proportion, as extent the Target Award Recipient elected to defer some or all of the Restricted Stock Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then to which the Dividend Equivalents related to such dividend and to Units vesting on relate under the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividendDeferred Compensation Plan.

Dividend Equivalents. Subject to this Paragraph 6, with With respect to ordinary cash dividends in respect of Shares covered by any outstanding RSUs, on the payment date of the dividend, a separate account maintained for which a record date occurs during the Restriction Period, Participant for bookkeeping purposes only on the books and records of the Company shall be credited with a dividend equivalents in an amount equal to the dividends that would have been paid to the Participant if one (1) Share had been issued on the Grant Date for each RSU granted to the Participant as set forth in this Agreement (the “Dividend Equivalent”), and will be held without interest thereon until delivered to the Participant (if at all). A Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms vesting restrictions and conditionspayment conditions as the RSUs to which such Dividend Equivalent relates, as set forth in Section 2, and shall vest be paid on the same date as the RSU to which it is attributable is settled in accordance with Section 2(c) hereof (or be forfeited (as applicable) at the same timetime that the RSUs are forfeited). Dividend Equivalents credited shall be distributed in cash. Any Dividend Equivalents in respect of RSUs that do not vest, upon shall be forfeited and retained by the same conditionsCompany. For the avoidance of doubt, (i) if a RSU does not ultimately become vested hereunder, no Dividend Equivalent payments shall be made with respect to such unvested RSU, and (ii) in no event shall a Dividend Equivalent be paid that would result in the Participant receiving both the Dividend Equivalent and the actual dividend with respect to a RSUs and the corresponding Share. This award of RSUs and all Dividend Equivalents hereunder are, individually and in the same proportionaggregate, as intended to constitute an “unfunded” plan. Amounts payable pursuant to this Agreement will be payable from the Target Award Units set forth general assets of the Company and no special or separate reserve, fund or deposit will be made to assure payment of such amounts. No Participant, beneficiary or other person will have any right, title or interest in any fund or in any specific asset of any member of the Company by reason of being party to this Award; providedAgreement. Neither the acceptance of this Agreement, howevernor any actions taken pursuant to this Agreement, that if the Award vests after the record date forwill create, but before the payment date ofor be construed to create, a dividend, then trust of any kind or a fiduciary relationship between the Dividend Equivalents related to such dividend and to Units vesting Company on the vesting date will be paid in cash one hand, and Participant, their beneficiary or in Stock, in other person on the sole discretion of the Company, as soon as practicable following the payment date for such dividendother hand.

Dividend Equivalents. Subject to this Paragraph 6, with respect to dividends for which a record date occurs during the Restriction Period, The Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of receive Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable form of additional Performance Shares or fractional Performance Shares each time a dividend or other distribution is made to paid on the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments Common Stock. The number of Dividend Equivalents, in Performance Shares awarded for a cash dividend or non-cash dividend other than a stock dividend shall be determined by (i) multiplying the number of Units determined Performance Shares that may be earned by the Participant pursuant to this Agreement as of the dividend record date by the amount of the dividend per share of Common Stock and (ii) dividing the aggregate value of the Dividend Equivalents product so determined by the Fair Market Value of the Common Stock on such date (rounded to the nearest thousandth dividend payment date. The number of Performance Shares awarded for a whole Unit or as otherwise reasonably stock dividend shall be determined by multiplying the Company); provided, however, number of Performance Shares that if Dividend Equivalents cannot may be reinvested in Units due earned by the Participant pursuant to the operation of Section 3(a) this Agreement as of the Plan, such Dividend Equivalents will be credited to Participant dividend record date by the number of additional shares of Common Stock actually paid as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments dividend per share of Dividend Equivalents, which cash value Common Stock. Any additional Performance Shares awarded pursuant to this Section 4(c) shall be held by awarded as of effective the Company (without interest) subject to this Agreement. Any Units resulting from date the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents dividend was paid, and shall have the same status, and shall be subject to the same terms and conditionsconditions (including without limitation the performance conditions set forth in Appendix A that must be satisfied for those Performance Shares to which they relate to become Earned Performance Shares, and the vesting and forfeiture provisions and the settlement form (i.e., cash or shares of Common Stock)) under this Agreement as the Performance Shares to which they relate, and shall vest be distributed on the same payment date referred to in Section 4(a) as the Performance Shares to which they relate (or be forfeited (if later, as applicableof the applicable dividend payment date) or alternatively, at the same time, upon times provided for under the same conditions, and in Deferred Compensation Plan to the same proportion, as extent the Target Award Units set forth in this Award; provided, however, that if Participant elected to defer some or all of the Award vests after the record date for, but before the payment date of, a dividend, then Performance Shares to which the Dividend Equivalents related to such dividend and to Units vesting on relate under the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividendDeferred Compensation Plan.

Dividend Equivalents. Subject to this Paragraph 6, Participant shall be credited with Dividend Equivalents with respect to the outstanding Award with respect to dividends for which a record date occurs during prior to the Restriction Period, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraphapplicable vesting date. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Initial Award Units Value and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Company’s Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Initial Award Units Value and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any The Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as such Dividend Equivalents (“Dividend Equivalent Units.” Dividend Equivalents ”) and, if applicable, cash value resulting from such reinvestment, shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Initial Award Units Value set forth in this Award; provided, however, that if the Award vests a vesting date occurs after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents Equivalent Units related to such dividend and to Units vesting on the such vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.

Dividend Equivalents. Subject to this Paragraph 65, Participant shall be credited with Dividend Equivalents with respect to the outstanding Award with respect to dividends for which a record date occurs during prior to the Restriction Period, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraphapplicable vesting date. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Initial Award Units Value and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Company’s Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Initial Award Units Value and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any The Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as such Dividend Equivalents (“Dividend Equivalent Units.” Dividend Equivalents ”) and, if applicable, cash value resulting from such reinvestment, shall be subject to the same terms and conditions, and shall vest or be forfeited (as if applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Initial Award Units Value set forth in this Award; provided, however, that if the Award vests a vesting date occurs after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents Equivalent Units related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.

Dividend Equivalents. Subject Each RSU granted hereunder that becomes a Performance Vested RSU is hereby granted in tandem with a corresponding dividend equivalent right (a “Dividend Equivalent”), which Dividend Equivalent shall remain outstanding from the Grant Date until the earlier of the payment or forfeiture of the RSU to this Paragraph 6which it corresponds. Pursuant to each outstanding Dividend Equivalent, with respect to each dividend paid by the Company with respect to the Performance Period, the Participant shall be entitled to receive payment equal to the amount of such dividend, if any, on the Shares underlying the Performance Vested RSU to which such Dividend Equivalent relates, payable in the same form and amounts as dividends paid to each holder of a Share. Each such payment shall be made no later than thirty (30) days following the applicable dividend payment date, provided that no such payments shall be made prior to the date on which the RSU becomes a Performance Vested RSU, and any Dividend Equivalent payments that would have been made prior to such date had the RSU been a Performance Vested RSU, plus (or minus) the amount of gain (or loss) on such amounts had they been reinvested in Common Stock on the date on which the corresponding dividend was paid (at a price equal to the closing price of the Common Stock on the applicable dividend payment date), shall be paid in a single lump sum no later than forty-five (45) days following the date on which the RSU becomes a Performance Vested RSU. Dividend Equivalents shall not entitle the Participant to any payments relating to dividends for which a the record date occurs during after the Restriction Periodpayment of the Performance Vested RSU underlying such Dividend Equivalent, and the Participant shall not be credited with a entitled to any Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and payments with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of RSU that does not become a Performance Vested RSU. Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting amounts that may become distributable in respect thereof shall be treated separately from prior reinvestments of Dividend Equivalents, the RSUs and the rights arising in the number of Units determined by dividing the aggregate value connection therewith for purposes of the Dividend Equivalents designation of time and form of payments required by the Fair Market Value Section 409A of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent UnitsCode.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.

Dividend Equivalents. Subject The Participant shall be entitled to Dividend Equivalents with respect to the Restricted Stock Units granted pursuant to this Paragraph 6Award. Each Restricted Stock Unit subject to this Award is hereby granted in tandem with a corresponding Dividend Equivalent, which Dividend Equivalent shall remain outstanding from the Grant Date until the earlier of the settlement or forfeiture of the Restricted Stock Unit to which the Dividend Equivalent corresponds. Each Dividend Equivalent entitles the Participant to receive cash payments, subject to and in accordance with this Agreement, in an amount equal to any cash dividends paid by the Company in respect of the share of Common Stock underlying the Restricted Stock Unit to which such Dividend Equivalent relates. The Company shall establish, with respect to dividends each Restricted Unit, a separate Dividend Equivalent bookkeeping account for such Restricted Stock Unit (a “DE Account”), which a record date occurs during the Restriction Period, Participant shall be credited (without interest) on the applicable dividend payment dates with a Dividend Equivalent an amount equal to any cash dividends paid during the period that such Restricted Unit remains outstanding with respect to each outstanding the share of Common Stock underlying the Restricted Stock Unit to which such Dividend Equivalent relates. Upon the vesting of a Restricted Stock Unit, the Dividend Equivalent (and the DE Account) with respect to any related such vested Restricted Stock Unit shall also become vested. Similarly, upon the forfeiture of a Restricted Stock Unit, the Dividend Equivalent (and the DE Account) with respect to such forfeited Restricted Stock Unit (defined below) resulting from prior reinvestments of shall also be forfeited. Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed shall not entitle the Participant to be reinvested in Restricted Stock Units on any payments relating to cash dividends paid after the earlier to occur of the date that the applicable dividend or distribution Restricted Stock Unit is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends settled in accordance with this Paragraph 6 are referred Section 4 or the forfeiture of the Restricted Stock Unit underlying such Dividend Equivalent. Payments with respect to herein as “Dividend Equivalent Units.” vested Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid made in cash or in Stock, in the sole discretion of the Company, as soon as practicable following practicable, and not later than 60 days, after the date that such Dividend Equivalent vests. The Participant shall not be entitled to receive any interest with respect to the payment date for such dividendof Dividend Equivalents.]

Dividend Equivalents. Subject Each RSU granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent, which Dividend Equivalent shall remain outstanding from the Grant Date until the earlier of the payment or forfeiture of the RSU to which it corresponds (the “Dividend Equivalent Period”). Each Dividend Equivalent shall entitle you to receive payments, subject to and in accordance with this Paragraph 6Award Notice, in an amount equal to each dividend (including any extraordinary or other non-recurring dividend), in each case, that (a) is made by the Company in respect of the share of Common Stock underlying the RSU to which such Dividend Equivalent relates, and (b) has an applicable Dividend Date (as defined below) occurring during the Dividend Equivalent Period. Such amounts (if any) shall be payable as and when vested RSUs underlying such Dividend Equivalent are paid. Notwithstanding the foregoing, upon the payment or forfeiture of a RSU, the Dividend Equivalent granted in tandem with such paid or forfeited RSU and the Dividend Equivalent Period shall terminate with respect to such RSU. For the avoidance of doubt, a Dividend Equivalent will only entitle you to payments relating to dividends with an applicable Dividend Date occurring between the Grant Date and the date on which you receive payment in respect of the RSU to which it corresponds in accordance with Section 7 below (or, if earlier, the date on which you forfeit the RSU to which it corresponds). The Dividend Equivalents and any amounts that may become distributable in respect thereof shall be treated separately from the RSUs and the rights arising in connection therewith for purposes of Section 409A of the Code (including for purposes of the designation of the time and form of payments required by Section 409A of the Code). For purposes of this Award Notice, “Dividend Date” shall mean, with respect to dividends for which a record date occurs during the Restriction Period, Participant shall be credited with a Dividend Equivalent with any dividend made in respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Common Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for preceding the ex-dividend date applicable to such dividend.

Dividend Equivalents. Subject to this Paragraph 6, Each Performance-Based RSU shall accrue Dividend Equivalents (as defined below) with respect to dividends for which a record date occurs that would otherwise be paid on the Share underlying such Performance-Based RSU during the Restriction Period, Participant shall be credited with a Dividend Equivalent with respect period from the Grant Date to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments the earlier of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution such Share is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends paid in accordance with this Paragraph 6 are referred Agreement or the date the Share is forfeited pursuant to herein the terms of this Agreement. As of any date in this period that the Corporation pays an ordinary cash dividend on its Common Stock, the Corporation shall credit the Participant with an additional number of Performance-Based RSUs equal to (i) the per share cash dividend paid by the Corporation on its Common Stock on such date, multiplied by (ii) the total number of Performance-Based RSUs subject to the award as “Dividend Equivalent Units.” of the related dividend payment record date (including any Dividend Equivalents previously credited hereunder), divided by (iii) the fair market value (as determined in accordance with the terms of the Plan) of a share of Common Stock on the date of payment of such dividend. Any Performance-Based RSUs credited pursuant to the foregoing provisions of this Section 3 shall be subject to the attainment of the same terms Performance Measures and conditionstime-based vesting requirements applicable to the original Performance-Based RSUs to which they relate, and shall vest or otherwise be forfeited (as applicable) at subject to the same timevesting, upon payment, delivery and other terms, conditions and restrictions as the same conditions, and in original Performance-Based RSUs to which they relate. Any such crediting of Dividend Equivalents shall be conclusively determined by the same proportionAdministrator. No crediting of Performance-Based RSUs shall be made pursuant to this Section 3 with respect to any Performance-Based RSUs which, as of such record date, have either been delivered or terminated pursuant to the Target Award Units set forth in Plan or this Award; providedAgreement. For purposes of this Agreement, however, that if “Dividend Equivalents” means the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid equivalent value (in cash or in Stock, in Shares) of dividends that would otherwise be paid on the sole discretion of Shares subject to the Company, as soon as practicable following the payment date for such dividendPerformance-Based RSUs but that have not been issued or delivered.

Dividend Equivalents. Subject to this Paragraph 6, with respect to dividends for On each date on which a dividend (other than a Common Stock dividend) is paid to the holders of Common Stock the record date occurs during of which falls on any date after the Restriction Period, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, date of this Amendment and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units ending on the first date that on which all of the applicable dividend RSUs have either been forfeited or distribution is made vested pursuant to the Company’s shareholdersRSU Agreements as in effect from time to time (a “Dividend Payment Date”), based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company shall accrue (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment an amount of dividends in accordance with this Paragraph 6 are referred to herein as money or other property (a “Dividend Equivalent”) determined by multiplying (i) the number of RSUs (if any) that were neither forfeited nor vested on or before such dividend record date, times (ii) the dividend per share paid on such Dividend Payment Date. However, if the dividend is paid in property other than cash or Common Stock, the Company shall have the right, in its sole discretion, to pay such Dividend Equivalent Units.” in cash. Simultaneously with the delivery of shares of Stock upon vesting of the RSUs under the terms of the RSU Agreements, the Company shall pay the Grantee the Dividend Equivalent earned with respect to the vested RSUs. If such unvested RSUs are forfeited, no Dividend Equivalents shall be subject to paid and such Dividend Equivalents shall be deemed cancelled. For the same terms and conditions, and shall vest or avoidance of doubt in no event will a Dividend Equivalent be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that paid if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related Grantee is entitled to dividends with respect to shares of Stock because such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividendRSUs shall have been deemed vested.

Dividend Equivalents. Subject So long as the RSUs have not vested and the Participant has not undergone a termination of service with the Company and its Affiliates prior to this Paragraph 6, with respect to dividends for which a or on the record date occurs during declared for a cash dividend payable on Common Stock, the Restriction Period, Participant shall be credited with dividend equivalents on such RSUs in the form of additional RSUs when and to the extent that regular cash dividends are paid on the Common Stock from and after the Grant Date, provided that if the RSUs have vested and settled in accordance with Section 6 above after the record date but prior to the payment date of such a Dividend Equivalent with respect to each outstanding Restricted Stock Unitregular cash dividend, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments the Company may, in its discretion, pay cash in the amount of the dividend in lieu of issuing Dividend Equivalents as provided in this Paragraphon such vested RSUs. All Such Dividend Equivalents so credited will shall be deemed to be reinvested in Restricted computed by dividing: (i) the amount obtained by multiplying the amount of the regular cash dividend declared and paid for each share of Common Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in by the number of Units determined RSUs (including accumulated Dividend Equivalents) held by dividing the aggregate value Participant on the record date of the Dividend Equivalents such regular cash dividend, by (ii) the Fair Market Value of the Common Stock on the dividend payment date for such date (rounded cash dividend. Such additional RSUs shall vest and settle in the same manner as the RSUs to the nearest thousandth of a whole Unit or as otherwise reasonably determined which they relate, except that any fractional shares represented by the Company); provided, however, that if accumulated Dividend Equivalents canshall, once vested, be settled solely in cash on the terms provided for cash settlement in Section 6(a) hereof. Any accumulated and unpaid Dividend Equivalents attributable to RSUs that are cancelled will not be reinvested in Units due to the operation of Section 3(a) paid and are immediately forfeited upon cancellation of the PlanRSUs. Notwithstanding the foregoing provisions of this Section 8, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” no Dividend Equivalents shall be subject credited with respect to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests any record date occurring after the record date forissuance of Restricted Shares in accordance with Section 3; instead, but before the payment date of, Participant shall be entitled to receive on such Restricted Shares any dividends to which he is entitled as a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion shareholder of the Company, as soon as practicable following the payment date for such dividend.

Dividend Equivalents. Subject On each date that a cash dividend is paid to this Paragraph 6holders of Shares from the Grant Date through the date immediately prior to the date the PSUs are settled, with respect to dividends for which a record date occurs during an amount (the Restriction Period, Participant shall be credited with a “Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined belowAmount”) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made equal to the Company’s shareholderscash dividend that is paid on each Share, based on multiplied by the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments (as defined below) that remain unvested and outstanding as of Dividend Equivalentsthe dividend payment record date, in will be credited to the Colleague, and such credited amount will be converted into an additional number of Units PSUs (“Dividend Equivalent Units”) determined by dividing the aggregate value of the Dividend Equivalents Equivalent Amount by the Fair Market Value of a Share on the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plandividend payment. At the end of the Performance Period, such the number of Dividend Equivalents Equivalent Units will be credited adjusted to Participant as reflect a cash value number of Dividend Equivalent Units that is calculated based on the formula described above, but replacing the Target Award Units with the number of Earned PSUs (such adjusted number, the “Earned Dividend Equivalent Units”). During the period beginning immediately following the last day of the Performance Period and any ending on the date the Earned PSUs are paid pursuant to Section 3.2(a) below, Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “will accrue on any Earned PSUs and any Earned Dividend Equivalent Units.” . Dividend Equivalents shall Equivalent Units and Earned Dividend Equivalent Units will be subject to the same terms conditions as the underlying PSUs with respect to which Dividend Equivalent Units and conditionsEarned Dividend Equivalent Units were credited, including without limitation, the vesting condition and shall vest or be forfeited (as applicable) at the same time, upon provisions governing time and form of settlement applicable to the same conditions, and in the same proportionunderlying PSUs. Unless expressly provided otherwise, as the Target Award Units set forth used elsewhere in this Award; providedAgreement, however, references to PSUs in this Agreement shall also include Dividend Equivalent Units and Earned Dividend Equivalent Units that if have been credited to the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related Colleague pursuant to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividendthis Section 2.6.

Dividend Equivalents. Subject to this Paragraph 6, with respect to dividends for On each date on which a dividend (other than a Common Stock dividend) is paid to the holders of Common Stock the record date of which falls during the period commencing on the Grant Date and ending on the first date on which all of the Restricted Stock Units have either been forfeited pursuant to Section 5 or paid pursuant to Section 6 of the RSU Agreement as in effect from time to time on or after the Grant Date (a “Dividend Payment Date”), the Company shall pay the Holder an amount of money (“Dividend Equivalents”) determined by multiplying (a) the number of the Restricted Stock Units (if any) that were neither forfeited nor paid on or before such dividend record date, times (b) the dividend per share paid on such Dividend Payment Date. However, if the dividend is paid in property other than cash or Common Stock, the amount of money to be paid to the Holder in respect of such dividend shall be determined by multiplying (i) the number of the Restricted Stock Units (if any) that were neither forfeited nor paid on or before such dividend record date, times (ii) the fair market value on the Dividend Payment Date of the property that was paid per share of Common Stock as a dividend on such Dividend Payment Date. For the avoidance of doubt, the Holder’s entitlement to be paid Dividend Equivalents pursuant to the first or second sentence of this Section 2 is contingent on the Holder’s not having a “Separation from Service” (as hereafter defined) on or before the record date of such Dividend Equivalents, except that if a dividend record date occurs during on or after the Restriction Period, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in date on which Restricted Stock Units become non-forfeitable within the meaning of Section 4 and before such Restricted Stock Units are paid pursuant to Section 6, the Holder’s entitlement to be paid Dividend Equivalents for such record date pursuant to the first or second sentence of this Section 2 in respect of the Restricted Stock Units that became non-forfeitable within the meaning of Section 4 is contingent on the Holder’s not having a Separation from Service before the date that on which such Restricted Stock Units became non-forfeitable within the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation meaning of Section 3(a4. For purposes of this Agreement, a “Separation from Service” means a “separation from service with the employer” within the meaning of Treasury Regulation Section 1.409A-1(h), where the “employer” means the Company and all corporations and trades or businesses with which the Company would be considered a single employer under Section 414(b) or Section 414(c) of the PlanInternal Revenue Code of 1986, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company amended (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends as determined in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Unitsthe first sentence of Treasury Regulation section 1.409A-1(h)(3)).” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.

Dividend Equivalents. Subject to this Paragraph 6, with respect to To the extent any cash dividends for which a record date occurs are paid on Shares during the Restriction Performance Period, the Participant shall be credited with entitled to receive, within seventy (70) days following the Announcement Date, a Dividend Equivalent with respect cash payment equivalent to each outstanding Restricted Stock Unitthe cash dividends that would have been paid during the Performance Period on the number of Shares underlying the RSUs awarded pursuant to Section 1 above (or, if applicable, determined pursuant to Section 5(a) above); provided, that the Participant remains actively employed in good standing (as determined by the Committee in its sole discretion) until the earlier of the dividend equivalent payment date and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the holder of the applicable dividend or distribution is made RSUs becomes entitled to payment with respect thereto. In the event that a Change in Control occurs prior to the Company’s shareholdersAnnouncement Date, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded accumulated dividend equivalents that relate to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due period prior to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value Change in Control shall be held by paid to the Company Participant at the same time (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be and subject to the same terms and conditions) as the delivery of consideration with respect to the first 25% of the RSUs that become vested pursuant to this Agreement and the Plan. To the extent any cash dividends are paid on Shares with respect to the period commencing on January 1, 2016 and ending on the date that all RSUs have been settled hereunder, the Participant shall vest or be forfeited entitled to receive, within seventy (70) days following the respective payment dates of such dividends (subject to the Participant’s continued active employment in good standing (as applicabledetermined by the Committee in its sole discretion) at until the same timeearlier of the relevant dividend equivalent payment date and the date that the holder of the applicable RSUs becomes entitled to payment with respect thereto), upon a cash payment equivalent to the same conditions, and cash dividends paid on the number of Shares underlying the outstanding RSUs awarded pursuant to Section 1 above on such dividend equivalent payment date. Payments made pursuant to this Section 8 shall be in the same proportionform of ordinary compensation. In the event that a record date with respect to the payment of a cash dividend on Shares occurs while RSUs granted hereunder remain outstanding, as the Target Award Units set forth in this Award; provided, however, that if the Award vests but payment of such dividend does not occur until after the record date forthat such RSUs have been settled, but before the payment date of, a dividend, then the Dividend Equivalents related Participant shall be entitled to dividend equivalents hereunder as if such dividend and to Units vesting on had been paid while the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividendRSUs remained outstanding.

Dividend Equivalents. Subject to As of the Date of Grant above, this Paragraph 6, with respect to dividends for which grant of Restricted Stock Units also includes a record date occurs during the Restriction Period, Participant shall be credited with a tandem grant of Dividend Equivalent Equivalents with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments share of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made granted to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments you pursuant to Section 1 of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company)this Agreement; provided, however, that if you shall not receive Dividend Equivalents cannot be reinvested in Units due for any distributions made with respect to a share of Stock prior to the operation of Section 3(a) satisfaction of the PlanPerformance Vesting Requirement (as defined below). In the event that the Performance Vesting Requirement is satisfied prior to the Vesting Date, such you shall receive Dividend Equivalents will for any distributions made with respect to a share of Stock for the period of time between the day the attainment of the Performance Vesting Executive (2015): Requirement occurs and the Vesting Date, taking into account that an adjustment shall be credited made to Participant the number of Dividend Equivalents granted to you to reflect any adjustments made to your Restricted Stock Units pursuant to Section 3(b) below. All Dividend Equivalents granted on and after the Date of Grant shall carry identical vesting restrictions as a cash value based on shall be attached to the Target Award Restricted Stock Units and any Dividend Equivalent Units resulting from prior reinvestments of giving rise to such Dividend Equivalents, which cash value shall be held by thus, if the Company (without interest) subject Performance Vesting Requirement is not satisfied, all rights to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall immediately cease. If a Restricted Stock Unit is forfeited, your tandem Dividend Equivalents with respect to such Restricted Stock Units shall automatically terminate at that time. Any Dividend Equivalents payment will be subject made on or promptly following the date on which the dividends are otherwise paid to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Awardholders of Stock; provided, however, that if in no event shall the Award vests after dividend payment be made later than 30 days following the record date for, but before on which the payment date of, a dividend, then the Dividend Equivalents related to Company pays such dividend and to Units vesting on the vesting date will be paid in cash or in holders of Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.

Dividend Equivalents. Subject Each Performance Unit granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent, which Dividend Equivalent shall remain outstanding from the Grant Date until the earlier of the payment or forfeiture of the Performance Unit to which it corresponds (the “Dividend Equivalent Period”). Each Dividend Equivalent shall entitle you to receive payments, subject to and in accordance with this Paragraph 6Award Notice, in an amount equal to each dividend (including any extraordinary or other non-recurring dividend), in each case, that (a) is made by the Company in respect of the share of Common Stock underlying the Earned Unit (as defined below) to which such Dividend Equivalent relates, and (b) has an applicable Dividend Date (as defined below) occurring during the Dividend Equivalent Period. Such amounts (if any) shall be payable no later than thirty (30) days following the date on which such dividends are paid generally to the Company’s stockholders; provided, that no such payments shall be made prior to the date on which the Earned Unit becomes an Earned Unit and the Vest Date has occurred, and any Dividend Equivalent payments that would have been made prior to the Vest Date shall be paid in a single lump sum no later than sixty (60) days following the Vest Date. Notwithstanding the foregoing, upon the payment of a vested Earned Unit or forfeiture of a Performance Unit, the Dividend Equivalent granted in tandem with such paid Earned Unit or forfeited Performance Unit, as applicable, and the Dividend Equivalent Period shall terminate with respect to such vested Earned Unit or Performance Unit, as applicable. For the avoidance of doubt, a Dividend Equivalent will only entitle you to payments relating to dividends with an applicable Dividend Date occurring between the Grant Date and the date on which you receive payment in respect of the vested Earned Unit to which it corresponds in accordance with Section 7 below (or, if earlier, the date on which you forfeit the Performance Unit to which it corresponds), and you shall not be entitled to any Dividend Equivalent payment with respect to any Performance Unit that does not become a vested Earned Unit. The Dividend Equivalents and any amounts that may become distributable in respect thereof shall be treated separately from the Performance Units and the rights arising in connection therewith for purposes of Section 409A (as defined below) (including for purposes of the designation of the time and form of payments required by Section 409A). For purposes of this Award Notice, “Dividend Date” shall mean, with respect to dividends for which a record date occurs during the Restriction Period, Participant shall be credited with a Dividend Equivalent with any dividend made in respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Common Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for preceding the ex-dividend date applicable to such dividend.

Dividend Equivalents. Subject If the Board declares a cash dividend on the Company's Stock, you will be entitled to this Paragraph 6, with respect to dividends for which a record date occurs during the Restriction Period, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the dividend payment date that established by the applicable dividend or distribution is made Company equal to the Company’s shareholders, based cash dividends payable on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments same number of Dividend Equivalents, in shares of Stock as the number of Deferred Stock Units determined by dividing subject to this Deferred Stock Unit Award on the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such dividend record date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined established by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, . Any such Dividend Equivalents will be credited to Participant as a cash value based on in the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments form of Dividend Equivalentsadditional Deferred Stock Units, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall will be subject to the same terms and conditionsvesting dates as the underlying Deferred Stock Units, and shall vest or will be forfeited (as applicable) paid at the same time, upon the same conditions, time and in the same proportion, manner as the Target Award underlying Deferred Stock Units set forth in originally subject to this Deferred Stock Unit Award; provided, however, except that if the Award vests after the record date for, but before the payment date of, a dividend, then the any fractional shares attributable to Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in within thirty (30) days following the sole discretion date of payment of the Companyunderlying Deferred Stock Unit based on the Fair Market Value (as specified in Section 2.2, above) on the date of payment of the underlying Deferred Stock Unit. The number of additional Deferred Stock Units credited as soon as practicable following Dividend Equivalents on the dividend payment date for such dividendwill be determined by dividing (1) the product of (a) the number of your Deferred Stock Units as of the corresponding dividend record date (including any Deferred Stock Units previously credited as a result of prior payments of Dividend Equivalents) and (b) the per-share cash dividend paid on the dividend payment date, by (2) the per-share Fair Market Value (as specified in Section 2.2, above) of Stock on the dividend payment date.

Dividend Equivalents. Subject On each date that a cash dividend is paid to this Paragraph 6holders of Shares from the Grant Date through the date immediately prior to the date the PSUs are settled, with respect to dividends for which a record date occurs during an amount (the Restriction Period, Participant shall be credited with a “Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined belowAmount”) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made equal to the Company’s shareholderscash dividend that is paid on each Share, based on multiplied by the Target Award Units total number of PSUs and any Dividend Equivalent Units resulting from prior reinvestments (as defined below) that remain unvested and outstanding as of Dividend Equivalentsthe dividend payment record date, in will be credited to the Colleague, and such credited amount will be converted into an additional number of Units PSUs (“Dividend Equivalent Units”) determined by dividing the aggregate value of the Dividend Equivalents Equivalent Amount by the Fair Market Value of a Share on the Stock on such date (rounded of the dividend payment. At the end of the Performance Period, the number of Dividend Equivalent Units will be adjusted to reflect the number of Dividend Equivalent Units that would have been credited to the nearest thousandth of a whole Unit or Colleague as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, Grant Date if such Dividend Equivalents will be credited to Participant as a cash value calculations had been based on the Target Award Units number of Earned PSUs (such adjusted number, the “Earned Dividend Equivalent Units”). During the period beginning immediately following the last day of the Performance Period and any ending on the date the Earned PSUs are paid pursuant to Section 3.2(a) below, Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “will accrue on any Earned PSUs and any Earned Dividend Equivalent Units.” . Dividend Equivalents shall Equivalent Units and Earned Dividend Equivalent Units will be subject to the same terms conditions as the underlying PSUs with respect to which Dividend Equivalent Units and conditionsEarned Dividend Equivalent Units were credited, including without limitation, the vesting condition and shall vest or be forfeited (as applicable) at the same time, upon provisions governing time and form of settlement applicable to the same conditions, and in the same proportionunderlying PSUs. Unless expressly provided otherwise, as the Target Award Units set forth used elsewhere in this Award; providedAgreement, however, references to PSUs in this Agreement shall also include Dividend Equivalent Units and Earned Dividend Equivalent Units that if have been credited to the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related Colleague pursuant to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividendthis Section 2.6.

Dividend Equivalents. Subject to this Paragraph 6To the extent the Performance Units have not been forfeited and the Award Shares have not yet been paid under Section 5, if the Participant is employed on the record date for any dividends and other distributions with respect to dividends for the Common Stock that are paid in Common Stock or other securities of the Company to the holders of the Common Stock (the 124285230v1 “Stock Dividends”), the Participant shall be granted additional Performance Units equal to the Stock Dividends that the Participant would have received if the Performance Units were actual shares of Common Stock, and such additional Performance Units shall be subject to the same restrictions on transferability, forfeiture, performance and service vesting, certification, payment (as Award Shares) and withholding provisions as the Performance Units to which a such additional Performance Units relate. To the extent the Performance Units have not been forfeited and the Award Shares have not yet been paid under Section 5, if the Participant is employed on the record date occurs during for any dividends and other distributions with respect to the Restriction PeriodCommon Stock that are paid in cash to the holders of the Common Stock (the “Cash Dividends”), the Participant shall be credited with a Dividend Equivalent with respect an amount equal to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units the Cash Dividends that would have been paid on the date that Performance Units had they been shares of Common Stock (the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of “Cash Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company”); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will . Such amounts shall be credited to Participant as a cash value based on the Target Award Units hypothetical account and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject until payable in cash or forfeited pursuant hereto. No interest shall accrue on the Cash Dividend Equivalents or otherwise be paid with respect to this Agreementthe holding period. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” The Cash Dividend Equivalents shall be subject to the same terms restrictions on transferability, forfeiture, performance and conditionsservice vesting, certification, payment and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, withholding provisions as the Target Award Performance Units set forth in this Awardwith respect to which they were paid; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Cash Dividend Equivalents related to such dividend and to Units vesting on the vesting date will shall be paid in cash or cash, not Award Shares, at the time set forth in Stock, in Section 5 (including the sole discretion of the Company, as soon as practicable following the seventy (70)-day payment date for such dividendwindow provided therein).

Dividend Equivalents. Subject to this Paragraph 6Before the Option Shares vest, with respect to dividends for which a record date occurs during the Restriction Period, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be earned based on the number of Option Shares and will be deemed to be reinvested invested in Restricted phantom shares of Stock Units on (which will also earn Dividend Equivalents). Accrued Dividend Equivalents (as adjusted for the date that performance of the applicable dividend or distribution is made Stock and the reinvestment of Dividend Equivalents in phantom shares) will be paid to you in cash net of minimum statutory withholdings, when you vest in the Company’s shareholdersOption Shares. Once the Option Shares are vested, Dividend Equivalents will be paid to you in cash currently net of minimum statutory withholdings based on the Target Award Units number of Option Shares still outstanding. See "Dividend Equivalents" in the Agreement for more information. Option Shares are subject to forfeiture upon your termination of Service in accordance with the Agreement and the Plan. Vesting of Option Shares is subject to your continued Service. By signing this cover sheet, you agree to all of the terms and conditions described in the attached Agreement and in the Plan, a copy of which is also attached. You acknowledge that you have carefully reviewed the Plan, and agree that the Plan will control in the event any provision of this Agreement should appear to be inconsistent. Optionee: (Signature) Company: (Signature) Title: Attachment This is not a stock certificate or a negotiable instrument. FIELDSTONE INVESTMENT CORPORATION EQUITY INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT Nonqualified Stock Option This option is not intended to be an incentive stock option under Section 422 of the Internal Revenue Code and will be interpreted accordingly. Vesting This option is only exercisable before it expires and then only with respect to the vested portion of the option. Subject to the preceding sentence, you may exercise this option, in whole or in part, to purchase a whole number of vested shares not less than 100 shares, unless the number of shares purchased is the total number available for purchase under the option, by following the procedures set forth in the Plan and below in this Agreement. Your right to purchase shares of Stock under this option vests as to 100% of the Option Shares indicated on the cover sheet on the Vesting Date shown on the cover sheet, provided you then continue in Service. No shares of Stock will vest after your Service has terminated for any reason. Notwithstanding the forgoing, 100% of the Option Shares shall become vested upon your Involuntary Termination within one year following a Corporate Transaction. For the purpose of this Agreement, "Involuntary Termination" means a termination of your Service by the Company without Cause or a termination of your Service by you for Good Reason. Good Reason shall be determined by the Board and shall mean, unless otherwise provided in an applicable agreement between you and the Company or an Affiliate, without your consent: (i) any material diminution of your duties or responsibilities (except in each case in connection with the termination of the your employment for Cause or as a result of your death or Disability), or the assignment to you of duties or responsibilities that are materially inconsistent with your then position; or (ii) a relocation by the Company of your office as of the Grant Date to a location more than 50 miles from the location of such office, other than on a temporary basis not to exceed a period equal to two calendar months. Dividend Equivalents You will be entitled to a cash payment (the "Dividend Equivalent") based on the amount of any cash dividends paid by the Company on the Stock after the Grant Date and prior to the earlier of your termination of Service and the termination of the option. The Dividend Equivalent Units resulting from prior reinvestments will be calculated as the product of: (a) the number of shares remaining subject to the option as of the ex-dividend date for the Stock times (b) the per share cash dividend amount paid to holders of the Stock. The Company will credit the Dividend Equivalent to you in the following manner: While your option is unvested, Dividend Equivalents will be earned based on the number of Option Shares, and deemed invested in phantom shares of Company Stock at the closing price of the Company Stock on the dividend payment date. The phantom shares shall themselves be credited with dividend equivalents at the same time, and in the same amount, as cash dividends are paid on the Stock. The total value of credited Dividend Equivalents, as adjusted for the performance of Company Stock (including the deemed payment and reinvestment of dividends on the phantom shares), will be paid to you in cash at such time as your option becomes vested. The payment of Dividend Equivalents cash value is subject to withholding tax at the statutory minimum level. Once your option becomes vested, Dividend Equivalents will be paid to you with regard to the unexercised portion of your option (determined as of the ex-dividend date) in the number of Units determined by dividing same amount and at the aggregate value same time as cash dividends are paid to the holders of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such 's common stock. No Dividend Equivalents will be credited to Participant as a cash value or paid following the termination of your option. In addition, no Dividend Equivalents will be credited or paid based on dividends that have an ex-dividend date that is later than the Target Award Units and date on which your Service terminates for any Dividend Equivalent Units resulting from prior reinvestments reason. Term Your option will expire in any event at the close of Dividend Equivalentsbusiness at Company headquarters on the Option Expiration Date shown on the cover sheet. Your option will expire earlier (but never later) if your Service terminates, which cash value shall be held by the Company as described below. Regular Termination If your Service terminates for any reason, other than: (without interesti) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” your death, (ii) your Disability or (iii) Cause, then if your option is unvested it will expire immediately (accrued Dividend Equivalents shall be subject to the same terms will also expire immediately) and conditionsif your option is vested, and shall vest or be forfeited (as applicable) it will expire at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting close of business at Company headquarters on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend90th day after your termination date.

Dividend Equivalents. Subject Each RSU granted hereunder that becomes a Performance Vested RSU is hereby granted in tandem with a corresponding Dividend Equivalent, which Dividend Equivalent shall remain outstanding from the Grant Date until the earlier of the payment or forfeiture of the RSU to this Paragraph 6which it corresponds. Pursuant to each outstanding Dividend Equivalent, with respect to dividends for which a record date occurs during each dividend paid by the Restriction Company with respect to the Performance Period, the Participant shall be credited with a entitled to receive payment equal to the amount of such dividend, if any, on the Shares underlying the Performance Vested RSU to which such Dividend Equivalent with respect relates, payable in the same form and amounts as dividends paid to each outstanding Restricted Stock Unitholder of a Share. Each such payment shall be made no later than thirty (30) days following the applicable dividend payment date, provided that no such payments shall be made prior to the date on which the Performance Vested RSU becomes a Performance Vested RSU, and any Dividend Equivalent payments that would have been made prior to such date had the Performance Vested RSU been a Performance Vested RSU, plus (or minus) the amount of gain (or loss) on such amounts had they been reinvested in Common Stock on the date on which the corresponding dividend was paid (at a price equal to the closing price of the Common Stock on the applicable dividend payment date), shall be paid in a single lump sum no later than sixty (60) days following the date on which the Performance Vested RSU becomes a Performance Vested RSU (such payment date, the “Accumulated Dividend Payment Date”). Dividend Exhibit 10.6 Equivalents shall not entitle the Participant to any payments relating to dividends paid after the earlier to occur of the payment or forfeiture of the Performance Vested RSU underlying such Dividend Equivalent, and the Participant shall not be entitled to any Dividend Equivalent payment with respect to any related RSU that does not become a Performance Vested RSU. In addition, notwithstanding the foregoing, in the event of the Participant’s Termination of Service for any reason following the Accumulated Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will Payment Date, the Participant shall not be deemed entitled to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from payments with respect to dividends declared prior reinvestments to the date of Dividend Equivalents, in the number of Units determined by dividing the aggregate value such termination on Shares underlying RSUs which are unvested as of the date of such termination (after taking into account any accelerated vesting that occurs in connection with such termination). Dividend Equivalents by and any amounts that may become distributable in respect thereof shall be treated separately from the Fair Market Value RSUs and the rights arising in connection therewith for purposes of the Stock on such date (rounded to the nearest thousandth designation of a whole Unit or as otherwise reasonably determined time and form of payments required by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) 409A of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent UnitsCode.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.

Dividend Equivalents. Subject to this Paragraph 6__, with respect to dividends for which a record date occurs during the Restriction PeriodPeriod applicable to any Units, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Dividend Equivalent Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalentsvalue, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 __ are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Restricted Stock Units set forth in this Awardto which they relate; provided, however, that if the Award vests Restriction Period for any Restricted Stock Unit ends after the record date for, but before the payment date of, a dividend, then the any Dividend Equivalents related to such dividend and to Units vesting on for which the vesting date Restriction Period is ending will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.]

Dividend Equivalents. Subject Each RSU granted hereunder that becomes a Performance Vested RSU is hereby granted in tandem with a corresponding Dividend Equivalent, which Dividend Equivalent shall remain outstanding from the Grant Date until the earlier of the payment or forfeiture of the RSU to this Paragraph 6which it corresponds. Pursuant to each outstanding Dividend Equivalent, Grantee shall be entitled to receive payments equal to dividends paid, if any, on the shares of Common Stock underlying the Performance Vested RSU to which such Dividend Equivalent relates, payable in the same form and amounts as dividends paid to each holder of a share of Common Stock. Each such payment shall be made no later than thirty (30) days following the applicable dividend payment date, provided that no such payments shall be made prior to the date on which the Performance Vested RSU becomes a Performance Vested RSU, and any Dividend Equivalent payments that would have been made prior to such date had the Performance Vested RSU been a Performance Vested RSU, plus (or minus) the amount of gain (or loss) on such amounts had they been reinvested in Common Stock on the date on which the corresponding dividend was paid (at a price equal to the closing price of the Common Stock on the applicable dividend payment date), shall be paid in a single lump sum no later than sixty (60) days following the date on which the Performance Vested RSU becomes a Performance Vested RSU (such payment date, the “Accumulated Dividend Payment Date”). Dividend Equivalents shall not entitle Grantee to any payments relating to dividends paid after the earlier to occur of the payment or forfeiture of the Performance Vested RSU underlying such Dividend Equivalent, and Grantee shall not be entitled to any Dividend Equivalent payment with respect to any RSU that does not become a Performance Vested RSU. In addition, notwithstanding the foregoing, in the event of a termination of Grantee’s status as a Services Provider for any reason following the Accumulated Dividend Payment Date, Grantee shall not be entitled to any Dividend Equivalent payments with respect to dividends for declared prior to the date of such termination on shares of Common Stock underlying RSUs which a record are unvested as of the date of such termination (after taking into account any accelerated vesting that occurs during the Restriction Period, Participant in connection with such termination). Dividend Equivalents and any amounts that may become distributable in respect thereof shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, treated separately from the RSUs and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided the rights arising in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value connection therewith for purposes of the Dividend Equivalents designation of time and form of payments required by the Fair Market Value Section 409A of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent UnitsCode.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.

Dividend Equivalents. Subject to this Paragraph 6Unless otherwise determined by the Committee at the date of grant, with respect to dividends for which a record date occurs during the Restriction Period, Participant shall be credited with a any Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and Equivalents that are granted with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Unit Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same following terms and conditions, and shall vest or be forfeited : (as applicableA) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related payable with respect to such dividend and to Units vesting a Restricted Stock Unit Award shall be paid on the vesting date will or dates the portion of the Restricted Stock Unit Award to which such Dividend Equivalents relates, is satisfied under Section 6(e)(i), with such Dividend Equivalents to be accumulated, without interest, by the Company (the “Accumulated Dividend Equivalents”), (B) all Accumulated Dividend Equivalents payable with respect to a Restricted Stock Unit Award shall be paid in cash or in Stockcash, in and (C) any Accumulated Dividend Equivalents with respect to a Restricted Stock Unit Award shall be forfeited and all rights of the sole discretion Participant to such Accumulated Dividend Equivalents shall terminate, without further obligation on the part of the Company, unless the portion of the Restricted Stock Unit Award to which such Accumulated Dividend Equivalents relate become vested pursuant to the terms of the Restricted Stock Unit Award and this Plan. Notwithstanding the foregoing, the applicable Award Agreement may specify whether any Dividend Equivalents shall be (x) paid at the dividend payment date, deferred or deferred at the election of the Participant, or (y) converted to additional Restricted Stock Units that shall be subject to restrictions and risk of forfeiture to the same extent as soon the Restricted Stock Unit Award with respect to which such Dividend Equivalents have been credited. If the Participant may elect to defer the Dividend Equivalents, such election shall be made within 30 days after the grant date of the Restricted Stock Unit Award, but in no event later than 12 months before the first date on which any portion of such Restricted Stock Unit Award vests (or at such other times prescribed by the Committee as practicable following shall not result in a violation of Section 409A of the payment date for Code). Notwithstanding the provisions of this Section 6(e)(iii), Dividend Equivalents credited in connection with a Restricted Stock Unit Award that vests based on the achievement of performance goals shall be subject to restrictions and risk of forfeiture to the same extent as the Restricted Stock Unit Award with respect to which such dividendDividend Equivalents have been credited.

Dividend Equivalents. Subject to this Paragraph 6, with respect to dividends for On each date on which a dividend (other than a Common Stock dividend) is paid to the holders of Common Stock the record date of which falls during the period commencing on the Grant Date and ending on the first date on which all of the Restricted Stock Units have either been forfeited pursuant to Section 5 or paid pursuant to Section 6 of the RSU Agreement as in effect from time to time on or after the Grant Date (a “Dividend Payment Date”), the Company shall pay the Holder an amount of money (“Dividend Equivalents”) determined by multiplying (a) the number of the Restricted Stock Units (if any) that were neither forfeited nor paid on or before such dividend record date, times (b) the dividend per share paid on such Dividend Payment Date. However, if the dividend is paid in property other than cash or Common Stock, the amount of money to be paid to the Holder in respect of such dividend shall be determined by multiplying (i) the number of the Restricted Stock Units (if any) that were neither forfeited nor paid on or before such dividend record date, times (ii) the fair market value on such Dividend Payment Date of the property that was paid per share of Common Stock as a dividend on such Dividend Payment Date. For the avoidance of doubt: the Holder’s entitlement to be paid Dividend Equivalents pursuant to the first or second sentence of this Section 2 is contingent on the Holder’s not having a “Separation from Service” (as hereafter defined) on or before the record date of such Dividend Equivalents, except that (A) if a dividend record date occurs during on or after the Restriction Period, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in date on which Restricted Stock Units become non-forfeitable within the meaning of Section 4 and before such Restricted Stock Units are paid pursuant to Section 6, the Holder’s entitlement to be paid Dividend Equivalents for such record date pursuant to the first or second sentence of this Section 2 in respect of the Restricted Stock Units that became non-forfeitable within the meaning of Section 4 is contingent on the Holder’s not having a Separation from Service before the date that on which such Restricted Stock Units became non-forfeitable within the applicable meaning of Section 4, and (B) if a dividend or distribution is made record date occurs after Separation from Service by Retirement as defined in Section 4(c) and before all of the Restricted Stock Units have become non-forfeitable within the meaning of Section 4, the Holder’s entitlement to be paid Dividend Equivalents for such record date pursuant to the Company’s shareholders, based first or second sentence of this Section 2 in respect of the Restricted Stock Units that did not become non-forfeitable before such Separation from Service is contingent on the Target Award Units and any Dividend Equivalent Units resulting Holder’s Separation from prior reinvestments of Dividend EquivalentsService by Retirement, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth execution of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cancovenant not be reinvested in Units due to the operation compete and a release of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends claims in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to Section 4(c), not revoking the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.release before

Dividend Equivalents. Subject to the vesting of the PSUs in accordance with this Paragraph 6Agreement, the Grantee shall be entitled to earn dividend equivalent Restricted Stock Units as follows and pursuant to this Section 5. As and when a dividend payment is made with respect to dividends for which a share of Common Stock, such dividend payment shall be multiplied by, as applicable, (a) the original target amount of PSUs awarded under this Agreement, or (b) the number of the Deemed Target PSUs (as defined below) that are then in effect under this Section 5 (i.e., immediately prior to such dividend payment); provided that the record date for such dividend payment occurs during on or after the Restriction PeriodAward Date. Immediately thereafter, Participant (i) the resulting amount that is determined pursuant to the preceding sentence shall be credited with to a Dividend Equivalent with respect to each outstanding Restricted Stock Unitbook entry account on behalf of the Grantee, and with respect to any related Dividend Equivalent Unit (defined belowii) resulting from prior reinvestments the amount of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will such book entry account shall be deemed to be reinvested in Restricted shares of Common Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the then-Fair Market Value of such Common Stock (“Reinvested Shares”). At such time, (x) the Stock on number of such date (rounded Reinvested Shares shall be deemed to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company Grantee in the form of additional Restricted Stock Units under this Agreement (without interesti.e., as dividend equivalent Restricted Stock Units), and (y) subject the target amount of PSUs under this Agreement shall be deemed to this Agreementbe increased by the number of such additional Restricted Stock Units (as increased, the “Deemed Target PSUs”). Any For purposes of the preceding sentence, the number of such additional Restricted Stock Units resulting from shall be equal to the deemed reinvestment number of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents Reinvested Shares on a one-for-one basis. For the avoidance of doubt, any such dividend equivalent Restricted Stock Units shall be subject to the same terms vesting and conditionsforfeiture conditions that apply to the PSUs originally awarded under this Agreement. The number of dividend equivalent Restricted Stock Units that become vested in accordance with this Agreement shall be converted into shares of Common Stock on a one-for-one basis and issued to the Grantee at the time shares of Common Stock are issued to the Grantee in accordance with, and shall vest or be forfeited (as applicable) at the same timesubject to, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividendSection 3(b).

Dividend Equivalents. Subject Each Performance Unit granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent, which Dividend Equivalent shall remain outstanding from the Grant Date until the earlier of the payment or forfeiture of the Performance Unit to which it corresponds (the “Dividend Equivalent Period”). Each Dividend Equivalent shall entitle you to receive payments, subject to and in accordance with this Paragraph 6Award Notice, in an amount equal to each dividend (including any extraordinary or other non-recurring dividend), in each case, that (a) is made by the Company in respect of the share of Common Stock underlying the Earned Unit (as defined below) to which such Dividend Equivalent relates, and (b) has an applicable Dividend Date (as defined below) occurring during the Dividend Equivalent Period. Such amounts (if any) shall be payable no later than thirty (30) days following the date on which such dividends are paid generally to the Company’s stockholders; provided, that no such payments shall be made prior to the date on which the Earned Unit becomes an Earned Unit, and any Dividend Equivalent payments that would have been made prior to the date on which the Earned Unit becomes an Earned Unit shall be paid in a single lump sum no later than sixty (60) days following the date on which the Earned Unit becomes an Earned Unit. Notwithstanding the foregoing, upon the payment of an Earned Unit or forfeiture of a Performance Unit, the Dividend Equivalent granted in tandem with such paid Earned Unit or forfeited Performance Unit, as applicable, and the Dividend Equivalent Period shall terminate with respect to such Earned Unit or Performance Unit, as applicable. For the avoidance of doubt, a Dividend Equivalent will only entitle you to payments relating to dividends with an applicable Dividend Date occurring between the Grant Date and the date on which you receive payment in respect of the Earned Unit to which it corresponds in accordance with Section 7 below (or, if earlier, the date on which you forfeit the Performance Unit to which it corresponds), and you shall not be entitled to any Dividend Equivalent payment with respect to any Performance Unit that does not become an Earned Unit. The Dividend Equivalents and any amounts that may become distributable in respect thereof shall be treated separately from the Performance Units and the rights arising in connection therewith for purposes of Section 409A (as defined below) (including for purposes of the designation of the time and form of payments required by Section 409A). For purposes of this Notice, “Dividend Date” shall mean, with respect to dividends for which a record date occurs during the Restriction Period, Participant shall be credited with a Dividend Equivalent with any dividend made in respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Common Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for preceding the ex-dividend date applicable to such dividend.

Dividend Equivalents. Subject During the period beginning on the Date of Grant and ending on the date that Shares are issued in settlement of vested Performance Share Units, the Participant will accrue dividend equivalents on Performance Share Units equal to this Paragraph 6, with respect to dividends for which a any cash dividend or cash distribution that would have been paid on the Performance Share Unit had that Performance Share Unit been an issued and outstanding Share of Class A Common Stock on the record date occurs during for the Restriction Period, Participant shall dividend or distribution. Such accrued dividend equivalents (i) will vest and become payable upon the same terms and at the same time of settlement as the Performance Share Unit to which they relate (and will be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and payable with respect to any related Shares that are issued or that are withheld pursuant to Section 11 in order to satisfy Participant’s Tax-Related Items), (ii) will be denominated and payable solely in cash and paid in such manner as the Company deems appropriate, and (iii) will not bear or accrue interest. Dividend Equivalent Unit (defined below) resulting from prior reinvestments equivalent payments, at settlement, will be net of Dividend Equivalents applicable federal, state, local and foreign income and social insurance withholding taxes as provided in Section 11. Upon the forfeiture of the Performance Share Units, any accrued dividend equivalents attributable to such Performance Share Units will also be forfeited. 11.Tax-Related Items and Withholding. Regardless of any action the Company or any of its Subsidiaries takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or any of its Subsidiaries. The Participant further acknowledges that the Company and/or its Subsidiaries (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to the Performance Share Units, including, but not limited to, the grant, vesting or settlement of the Performance Share Units, the issuance of Shares upon settlement of the Performance Share Units, the subsequent sale of Shares acquired pursuant to such issuance and the receipt of any dividends and/or dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of any Award to reduce or eliminate Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant becomes subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Participant acknowledges that Company and/or its Subsidiaries may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or its Subsidiaries to satisfy all Tax-Related Items. In this Paragraph. All Dividend Equivalents so credited regard, the Company and/or its Subsidiaries, or their respective agents, will be deemed withhold Shares to be reinvested in Restricted Stock Units on issued upon vesting/settlement of the date that Performance Share Units, unless the applicable dividend Company and/or its Subsidiaries, at their discretion, permit the obligation to be satisfied with regard to all Tax-Related Items by one or distribution is made a combination of the following: (a)withholding from the Participant’s wages/salary or other cash compensation paid to the Company’s shareholders, based on Participant by the Target Award Units and any Dividend Equivalent Units resulting Company and/or its Subsidiaries; or (b)withholding from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value proceeds of the Dividend Equivalents by the Fair Market Value Shares acquired upon settlement of the Stock on such date (rounded to the nearest thousandth of Performance Share Units either through a whole Unit voluntary sale or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as through a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held mandatory sale arranged by the Company (without interest) subject on Participant’s behalf pursuant to this Agreement. Any Units resulting from authorization); 9 however, if the deemed reinvestment Participant is a Section 16 officer of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms Company under the U.S. Securities and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportionExchange Act of 1934, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividendamended, then the Dividend Equivalents related to Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such dividend and to Units vesting on the vesting date will be paid in cash withholding method is problematic under applicable tax or in Stocksecurities law or has materially adverse accounting consequences, in which case, the sole discretion obligation for Tax-Related Items may be satisfied by one or a combination of methods (a) and (b) above. Notwithstanding anything to the contrary in the Plan, the Participant shall not be entitled to satisfy any Tax-Related Item or withholding obligation that arise as a result of the Agreement by delivering to the Company any shares of capital stock of the Company. To avoid negative accounting treatment, the Company and/or its Subsidiaries may withhold or account for Tax-Related Items by considering applicable statutory withholding amounts or other applicable withholding rates (but not in excess of the maximum amount permitted for tax withholding under applicable law). If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares attributable to the vested Performance Share Units, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as soon a result of any aspect of the Participant’s participation in the Plan. The Participant shall pay to the Company and/or its Subsidiaries any amount of Tax-Related Items that the Company and/or its Subsidiaries may be required to withhold or account for as practicable following a result of the payment date Participant’s participation in the Plan that will not for such dividendany reason be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items. By accepting this grant of Performance Share Units, the Participant expressly consents to the methods of withholding Tax-Related Items by the Company and/or its Subsidiaries as set forth herein, including the withholding of Shares and the withholding from the Participant's wages/salary or other amounts payable to the Participant. All other Tax-Related Items related to the Performance Share Units and any Shares delivered in satisfaction thereof are the Participant's sole responsibility. 12.

Dividend Equivalents. Subject On each date that a cash dividend is paid to this Paragraph 6holders of Shares from the Grant Date through the date immediately prior to the date the PRSUs are settled, with respect to dividends for which a record date occurs during an amount (the Restriction Period, Participant shall be credited with a “Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined belowAmount”) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made equal to the Company’s shareholderscash dividend that is paid on each Share, based on multiplied by the Target Award Units total number of PRSUs and any Dividend Equivalent Units resulting from prior reinvestments (as defined below) that remain unvested and outstanding as of Dividend Equivalentsthe dividend payment record date, in will be credited to the Colleague, and such credited amount will be converted into an additional number of Units PRSUs (“Dividend Equivalent Units”) determined by dividing the aggregate value of the Dividend Equivalents Equivalent Amount by the Fair Market Value of a Share on the Stock on such date (rounded of the dividend payment. At the end of the Performance Period, the number of Dividend Equivalent Units will be adjusted to reflect the number of Dividend Equivalent Units that would have been credited to the nearest thousandth of a whole Unit or Colleague as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, Grant Date if such Dividend Equivalents will be credited to Participant as a cash value calculations had been based on the Target Award Units number of Earned Performance Shares (such adjusted number, the “Earned Dividend Equivalent Units”). During the period beginning immediately following the last day of the Performance Period and any ending on the date the Earned Performance Shares are paid pursuant to Section 3.2(h) below, Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “will accrue on any Earned Performance Shares and any Earned Dividend Equivalent Units.” . Dividend Equivalents shall Equivalent Units and Earned Dividend Equivalent Units will be subject to the same terms conditions as the underlying PRSUs with respect to which Dividend Equivalent Units and conditionsEarned Dividend Equivalent Units were paid, including without limitation, the vesting condition and shall vest or be forfeited (as applicable) at the same time, upon provisions governing time and form of settlement applicable to the same conditions, and in the same proportionunderlying PRSUs. Unless expressly provided otherwise, as the Target Award Units set forth used elsewhere in this Award; providedAgreement, however, references to PRSUs in this Agreement shall also include Dividend Equivalent Units and Earned Dividend Equivalent Units that if have been credited to the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related Colleague pursuant to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividendthis Section 2.6.

Dividend Equivalents. Subject Each RSU granted hereunder that becomes a Performance Vested RSU is hereby granted in tandem with a corresponding Dividend Equivalent, which Dividend Equivalent shall remain outstanding from the Grant Date until the earlier of the payment or forfeiture of the RSU to this Paragraph 6which it corresponds. Pursuant to each outstanding Dividend Equivalent, with respect to dividends each dividend paid by the Company with respect to the Performance Period (or, solely for which a record purposes of Section 6(b)(ii) below, with respect to the period commencing on the first day of the Performance Period and ending on the date occurs during of the Restriction PeriodParticipant’s death), the Participant shall be credited with a entitled to receive payment equal to the amount of such dividend, if any, on the Shares underlying the Performance Vested RSU to which such Dividend Equivalent with respect relates, payable in the same form and amounts as dividends paid to each outstanding Restricted Stock Unitholder of a Share. Each such payment shall be made no later than thirty (30) days following the applicable dividend payment date, provided that no such payments shall be made prior to the date on which the Performance Vested RSU becomes a Performance Vested RSU, and any Dividend Equivalent payments that would have been made prior to such date had the Performance Vested RSU been a Performance Vested RSU, plus (or minus) the amount of gain (or loss) on such amounts had they been reinvested in Common Stock on the date on which the corresponding dividend was paid (at a price equal to the closing price of the Common Stock on the applicable dividend payment date), shall be paid in a single lump sum no later than sixty (60) days following the date on which the Performance Vested RSU becomes a Performance Vested RSU (such payment date, the “Accumulated Dividend Payment Date”). Dividend Equivalents shall not entitle the Participant to any payments relating to dividends paid after the earlier to occur of the payment or forfeiture of the Performance Vested RSU underlying such Dividend Equivalent, and the Participant shall not be entitled to any Dividend Equivalent payment with respect to any related RSU that does not become a Performance Vested RSU. In addition, notwithstanding the foregoing, in the event of the Participant’s Termination of Service for any reason following the Accumulated Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will Payment Date, the Participant shall not be deemed entitled to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from payments with respect to dividends declared prior reinvestments to the date of Dividend Equivalents, in the number of Units determined by dividing the aggregate value such termination on Shares underlying RSUs which are unvested as of the date of such termination (after taking into account any accelerated vesting that occurs in connection with such termination). Dividend Equivalents by and any amounts that may become distributable in respect thereof shall be treated separately from the Fair Market Value RSUs and the rights arising in connection therewith for purposes of the Stock on such date (rounded to the nearest thousandth designation of a whole Unit or as otherwise reasonably determined time and form of payments required by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) 409A of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent UnitsCode.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.

Dividend Equivalents. Subject Provided that the Recipient’s continuous service has not terminated prior to this Paragraph 6the dividend record date, with respect or the Recipient’s continuous service terminated prior to dividends for which a the dividend record date occurs during but the Restriction Period, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Recipient has not been paid for the Recipient’s vested Restricted Stock Units as of the dividend record date solely on account of the Recipient being a “specified employee” (as defined under Section 14(d) hereof) subject to the six-month delay for payment of the Recipient’s vested Restricted Stock Units, as required under Section 14(d) hereof, the Recipient shall receive Dividend Equivalents in the form of additional Restricted Stock Units or fractional Restricted Stock Units each time a dividend or other distribution is paid on the date that the applicable Company's Common Stock. The number of Restricted Stock Units awarded for a cash dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in non-cash dividend other than a stock dividend shall be determined by (i) multiplying the number of Restricted Stock Units determined held by the Recipient pursuant to this Agreement as of the dividend record date by the amount of the dividend per share of Common Stock and (ii) dividing the aggregate value of the Dividend Equivalents product so determined by the Fair Market Value of the Common Stock on such date (rounded to the nearest thousandth dividend payment date. The number of Restricted 2 Stock Units awarded for a whole Unit or as otherwise reasonably stock dividend shall be determined by multiplying the Company); provided, however, that if Dividend Equivalents cannot be reinvested in number of Restricted Stock Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject Recipient pursuant to this AgreementAgreement as of the dividend record date by the number of additional shares of Common Stock actually paid as a dividend per share of Common Stock. Any additional Restricted Stock Units resulting from awarded pursuant to this Section 4(c) shall be awarded effective the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents date the dividend was paid, and shall have the same status, and shall be subject to the same terms and conditionsconditions (including without limitation the vesting and forfeiture provisions), under this Agreement as the Restricted Stock Units to which they relate, and shall vest or be forfeited (as applicable) at distributed on the same time, upon payment date referred to in Section 4(a) herein as the same conditions, and in the same proportionRestricted Stock Units to which they relate (or if later, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the applicable dividend payment date for such dividend.date). (d)

Dividend Equivalents. Subject Each Performance Unit granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent, which Dividend Equivalent shall remain outstanding from the Grant Date until the earlier of the payment or forfeiture of the Performance Unit to which it corresponds (the “Dividend Equivalent Period”). Each Dividend Equivalent shall entitle you to receive payments, subject to and in accordance with this Paragraph 6Award Notice, in an amount equal to each dividend (including any extraordinary or other non-recurring dividend), in each case, that (a) is made by the Company in respect of the share of Common Stock underlying the Earned Unit (as defined below) to which such Dividend Equivalent relates, and (b) has an applicable Dividend Date (as defined below) occurring during the Dividend Equivalent Period. Such amounts (if any) shall be payable no later than thirty (30) days following the date on which such dividends are paid generally to the Company’s stockholders; provided, that no such payments shall be made prior to the date on which the Earned Unit becomes an Earned Unit, and any Dividend Equivalent payments that would have been made prior to the date on which the Earned Unit becomes an Earned Unit shall be paid in a single lump sum no later than sixty (60) days following the date on which the Earned Unit becomes an Earned Unit. Notwithstanding the foregoing, upon the payment of an Earned Unit or forfeiture of a Performance Unit, the Dividend Equivalent granted in tandem with such paid Earned Unit or forfeited Performance Unit, as applicable, and the Dividend Equivalent Period shall terminate with respect to such Earned Unit or Performance Unit, as applicable. For the avoidance of doubt, a Dividend Equivalent will only entitle you to payments relating to dividends with an applicable Dividend Date occurring between the Grant Date and the date on which you receive payment in respect of the Earned Unit to which it corresponds in accordance with Section 7 below (or, if earlier, the date on which you forfeit the Performance Unit to which it corresponds), and you shall not be entitled to any Dividend Equivalent payment with respect to any Performance Unit that does not become an Earned Unit. The Dividend Equivalents and any amounts that may become distributable in respect thereof shall be treated separately from the Performance Units and the rights arising in connection therewith for purposes of Section 409A (as defined below) (including for purposes of the designation of the time and form of payments required by Section 409A). For purposes of this Notice, “Dividend Date” shall mean, with respect to dividends for which a record date occurs during the Restriction Period, Participant shall be credited with a Dividend Equivalent with any dividend made in respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Common Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for preceding the ex-dividend date applicable to such dividend.. US-DOCS\81548484.2

Dividend Equivalents. Subject Each Performance Unit granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent, which Dividend Equivalent shall remain outstanding from the Grant Date until the earlier of the payment or forfeiture of the Performance Unit to which it corresponds (the “Dividend Equivalent Period”). Each Dividend Equivalent shall entitle you to receive payments, subject to and in accordance with this Paragraph 6Award Notice, in an amount equal to each dividend (including any extraordinary or other non-recurring dividend), in each case, that (a) is made by the Company in respect of the share of Common Stock underlying the Earned Unit (as defined below) to which such Dividend Equivalent relates, and (b) has an applicable Dividend Date (as defined below) occurring during the Dividend Equivalent Period. Such amounts (if any) shall be payable no later than thirty (30) days following the date on which such dividends are paid generally to the Company’s stockholders; provided, that any Dividend Equivalent payments that would have been made prior to the date on which the Earned Unit becomes vested shall be paid in a single lump sum no later than sixty (60) days following the date on which the Earned Unit becomes vested. Notwithstanding the foregoing, upon the payment of an Earned Unit or forfeiture of a Performance Unit, the Dividend Equivalent granted in tandem with such paid Earned Unit or forfeited Performance Unit, as applicable, and the Dividend Equivalent Period shall terminate with respect to such Earned Unit or Performance Unit, as applicable. For the avoidance of doubt, a Dividend Equivalent will only entitle you to payments relating to dividends with an applicable Dividend Date occurring between the Grant Date and the date on which you receive payment in respect of the Earned Unit to which it corresponds in accordance with Section 7 below (or, if earlier, the date on which you forfeit the Performance Unit to which it corresponds), and you shall not be entitled to any Dividend Equivalent payment with respect to any Performance Unit that does not become an Earned Unit. The Dividend Equivalents and any amounts that may become distributable in respect thereof shall be treated separately from the Performance Units and the rights arising in connection therewith for purposes of Section 409A of the Code (including for purposes of the designation of the time and form of payments required by Section 409A of the Code). For purposes of this Notice, “Dividend Date” shall mean, with respect to dividends for which a record date occurs during the Restriction Period, Participant shall be credited with a Dividend Equivalent with any dividend made in respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Common Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for preceding the ex-dividend date applicable to such dividend.

Dividend Equivalents. Subject If the Company declares a cash dividend payable to this Paragraph 6, with respect to dividends for which a record date occurs the holders of its Common Stock during the Restriction Periodperiod prior to lapse of the restrictions and the vesting of RSUs, Participant then, on the dividend payment date, the Company shall credit Dividend Equivalents to the Participant’s Stock Award Account as follows: (A) all such Dividend Equivalents shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, in the form of RSUs and with respect to any related Dividend Equivalent Unit (defined belowB) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units RSUs to be credited to the Stock Award Account as Dividend Equivalents shall be equal to the quotient determined by dividing (i) the aggregate value product of (A) the cash dividend payable per share of Common Stock multiplied by (B) the sum of the Dividend Equivalents Stock Account Balance as of the record date for the dividend by (ii) the Fair Market Value of the a share of Common Stock on such the dividend payment date. If the Participant’s RSUs have been settled after the record date (rounded but prior to the nearest thousandth of a whole Unit dividend payment date, any Dividend Equivalents that would be credited pursuant to this Section 4 shall be settled on, or as otherwise reasonably determined by soon as practicable after, the Company); provideddividend payment date. For purposes of Section 409A, however, that if the payment of Dividend Equivalents cannot shall be reinvested in Units due to construed as earnings and the operation time and form of Section 3(a) payment of the Plan, such Dividend Equivalents will shall be treated separately from the time and form of payment of any Award that gave rise to the Dividend Equivalent. The RSUs credited to the Participant as Dividend Equivalents as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments result of Dividend Equivalents, which cash value shall be held dividends paid by the Company (without interest) subject with respect to this Agreement. Any Units resulting from the deemed reinvestment shares of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents Common Stock shall be subject to the same terms restrictions and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units forfeiture provisions set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividendParagraph 3 above.

Dividend Equivalents. Subject to the vesting of the Restricted Stock Units in accordance with this Paragraph 6Agreement, the Grantee shall be entitled to earn dividend equivalent Restricted Stock Units as follows and pursuant to this Section 5. As and when a dividend payment is made with respect to dividends for which a share of Common Stock, such dividend payment shall be multiplied by, as applicable, the number of the (a) then-outstanding Restricted Sock Units awarded under this Agreement, or (b) Deemed RSUs (as defined below) that are then in effect under this Section 5 (i.e., immediately prior to such dividend payment); provided that the record date for such dividend payment occurs during on or after the Restriction PeriodAward Date. Immediately thereafter, Participant (i) the resulting amount that is determined pursuant to the preceding sentence shall be credited with to a Dividend Equivalent with respect to each outstanding Restricted Stock Unitbook entry account on behalf of the Grantee, and with respect to any related Dividend Equivalent Unit (defined belowii) resulting from prior reinvestments the amount of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will such book entry account shall be deemed to be reinvested in Restricted shares of Common Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the then-Fair Market Value of such Common Stock (“Reinvested Shares”). At such time, (x) the Stock on number of such date (rounded Reinvested Shares shall be deemed to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company Grantee in the form of additional Restricted Stock Units under this Agreement (without interesti.e., as dividend equivalent Restricted Stock Units), and (y) subject the then-outstanding number of Restricted Stock Units under this Agreement shall be deemed to this Agreementbe increased by the number of such additional Restricted Stock Units (as increased, the “Deemed RSUs”). Any For purposes of the preceding sentence, the number of such additional Restricted Stock Units resulting from shall be equal to the deemed reinvestment number of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents Reinvested Shares on a one-for-one basis. For the avoidance of doubt, any such dividend equivalent Restricted Stock Units shall be subject to the same terms vesting and conditionsforfeiture conditions that apply to then-outstanding Restricted Stock Units originally awarded under this Agreement. The number of dividend equivalent Restricted Stock Units that become vested in accordance with this Agreement shall be converted into shares of Common Stock on a one-for-one basis and issued to the Grantee at the time shares of Common Stock are issued to the Grantee in accordance with, and shall vest or be forfeited (as applicable) at the same timesubject to, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividendSection 3(b).

Dividend Equivalents. Subject to As of the Date of Grant above, this Paragraph 6, with respect to dividends for which grant of Restricted Stock Units also includes a record date occurs during the Restriction Period, Participant shall be credited with a tandem grant of Dividend Equivalent Equivalents with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit share of Executive (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in 2015): Restricted Stock Units on the date that the applicable dividend or distribution is made granted to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments you pursuant to Section 1 of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company)this Agreement; provided, however, that if you shall not receive Dividend Equivalents cannot be reinvested in Units due for any distributions made with respect to a share of Stock prior to the operation of Section 3(a) satisfaction of the PlanPerformance Vesting Requirement (as defined below). In the event that the Performance Vesting Requirement is satisfied prior to the Vesting Date, such you shall receive Dividend Equivalents will for any distributions made with respect to a share of Stock for the period of time between the day the attainment of the Performance Vesting Requirement occurs and the Vesting Date, taking into account that an adjustment shall be credited made to Participant the number of Dividend Equivalents granted to you to reflect any adjustments made to your Restricted Stock Units pursuant to Section 3(b) below. All Dividend Equivalents granted on and after the Date of Grant shall carry identical vesting restrictions as a cash value based on shall be attached to the Target Award Restricted Stock Units and any Dividend Equivalent Units resulting from prior reinvestments of giving rise to such Dividend Equivalents, which cash value shall be held by thus, if the Company (without interest) subject Performance Vesting Requirement is not satisfied, all rights to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall immediately cease. If a Restricted Stock Unit is forfeited, your tandem Dividend Equivalents with respect to such Restricted Stock Units shall automatically terminate at that time. Any Dividend Equivalents payment will be subject made on or promptly following the date on which the dividends are otherwise paid to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Awardholders of Stock; provided, however, that if in no event shall the Award vests after dividend payment be made later than 30 days following the record date for, but before on which the payment date of, a dividend, then the Dividend Equivalents related to Company pays such dividend and to Units vesting on the vesting date will be paid in cash or in holders of Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.

Dividend Equivalents. Subject (a) Each Notional Unit granted hereunder is hereby granted in tandem with corresponding a Dividend Equivalent, which shall entitle the Grantee to receive payment described in this Paragraph 6, with Section 4. The Dividend Equivalents and any amounts that may become payable in respect to dividends for which a record date occurs during the Restriction Period, Participant thereof shall be credited treated separately from the Notional Units and the rights arising in connection therewith for purposes of Section 409A (including for purposes of the designation of the time and form of payments required by Section 409A). Upon the forfeiture of any Notional Unit (including, without limitation, in connection with a settlement thereof in Restricted Shares as described above), the Dividend Equivalent with respect to such forfeited Notional Unit shall also be forfeited. (b) Upon the grant of Common Shares pursuant to Section 2(b)(ii), the Grantee shall be entitled to receive, for each outstanding Restricted Stock UnitCommon Share granted, and an amount equal to the per share amount of all dividends declared with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this ParagraphCommon Shares with an ex-dividend date on or after the Grant Date to and including the Share Issuance Date. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on After the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value grant of the Dividend Equivalents by Common Shares pursuant to Section 2(b)(ii), the Fair Market Value holder of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value Common Shares shall be held by the Company (without interest) subject entitled to this Agreement. Any Units resulting from the deemed reinvestment of receive dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportionmanner as dividends are paid to all other holders of Common Shares. (c) Upon the grant of Common Shares pursuant to Section 2(b)(iii), as the Target Award Units set forth in this Award; providedGrantee shall be entitled to receive, howeverfor each Common Share granted, that if an amount equal to the Award vests per share amount of all dividends declared with respect to Common Shares with an ex-dividend date on or after the record Grant Date to and including the date forof the Change in Control. After the date of grant of the Common Shares pursuant to Section 2(b)(iii), but before the payment date ofholder of such Common Shares shall be entitled to receive dividends in the same manner as dividends are paid to all other holders of Common Shares. (d) Upon grant of the Restricted Shares pursuant to Section 3(a), a dividendthe Grantee shall be entitled to receive, then for each of the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid Restricted Shares (whether vested or unvested), an amount in cash or in Stock, in equal to the sole discretion per share amount of all dividends declared with respect to the Company, as soon as practicable following the payment date for such dividend.Common

Dividend Equivalents. Subject Each Performance Unit granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent, which Dividend Equivalent shall remain outstanding from the Grant Date until the earlier of the payment or forfeiture of the Performance Unit to which it corresponds (the “Dividend Equivalent Period”). Each Dividend Equivalent shall entitle you to receive payments, subject to and in accordance with this Paragraph 6Award Notice, in an amount equal to each dividend (including any extraordinary or other non-recurring dividend), in each case, that (a) is made by the Company in respect of the share of Common Stock underlying the Earned Unit to which such Dividend Equivalent relates, and (b) has an applicable Dividend Date (as defined below) occurring during the Dividend Equivalent Period. Such amounts (if any) shall be payable no later than thirty (30) days following the date on which such dividends are paid generally to the Company’s stockholders; provided, that no such payments shall be made prior to the date on which the Earned Unit becomes an Earned Unit, and any Dividend Equivalent payments that would have been made prior to the date on which the Earned Unit becomes an Earned Unit shall be paid in a single lump sum no later than sixty (60) days following the date on which the Earned Unit becomes an Earned Unit. Notwithstanding the foregoing, upon the payment of an Earned Unit or forfeiture of a Performance Unit, the Dividend Equivalent granted in tandem with such paid Earned Unit or forfeited Performance Unit, as applicable, and the Dividend Equivalent Period shall terminate with respect to such Earned Unit or Performance Unit, as applicable. For the avoidance of doubt, a Dividend Equivalent will only entitle you to payments relating to dividends with an applicable Dividend Date occurring between the Grant Date and the date on which you receive payment in respect of the Earned Unit to which it corresponds in accordance with Section 7 below (or, if earlier, the date on which you forfeit the Performance Unit to which it corresponds), and you shall not be entitled to any Dividend Equivalent payment with respect to any Performance Unit that does not become an Earned Unit. The Dividend Equivalents and any amounts that may become distributable in respect thereof shall be treated separately from the Performance Units and the rights arising in connection therewith for purposes of Section 409A of the Code (including for purposes of the designation of the time and form of payments required by Section 409A of the Code). For purposes of this Notice, “Dividend Date” shall mean, with respect to dividends for which a record date occurs during the Restriction Period, Participant shall be credited with a Dividend Equivalent with any dividend made in respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Common Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for preceding the ex-dividend date applicable to such dividend.

Dividend Equivalents. Subject to this Paragraph 65, Participant shall be credited with Dividend Equivalents with respect to outstanding Restricted Stock Units with respect to dividends for which a record date occurs during prior to the Restriction Periodapplicable vesting date, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to including any related Dividend Equivalent Unit (defined below) Units resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Company’s Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalentsvalue, which cash value shall be held by the Company (without interest) subject to this Agreementhereto. Any The Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as such Dividend Equivalents (“Dividend Equivalent Units.” Dividend Equivalents ”) and, if applicable, cash value resulting from such reinvestment, shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Restricted Stock Units set forth in this Awardto which they relate; provided, however, that if the Award vests a vesting date occurs after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents Equivalent Units related to such dividend and to Units vesting on the such vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.

Dividend Equivalents. Subject On any date that a dividend is paid to this Paragraph 6holders of the Common Stock (a “Dividend Payment Date”), with respect an amount equal to dividends for which a record date occurs during the Restriction Period, dividend the Participant would have received had he held shares of Common Stock rather than Stock Units (the “Dividend Equivalent Amount”) shall be notionally credited to the Participant. The Dividend Equivalent Amount shall be credited with notional interest for the period from the Dividend Payment Date to the date of actual payment of the Dividend Equivalent Amount under this Award Agreement at a rate equal to the highest interest rate, determined as of the Dividend Payment Date, payable by Omnicare on any of its outstanding publicly-traded debt (or if no such public debt is then outstanding, the rate at which Omnicare could then borrow from its primary bank lender) plus 100 basis points (the "Imputed Interest"). On the Dividend Payment Date, an amount equal to the Dividend Equivalent Amount shall be contributed to an irrevocable “rabbi trust” (which shall be a grantor trust within the meaning of Sections 671-678 of the Internal Revenue Code of 1986, as amended) for the Participant’s benefit (the “Rabbi Trust”). Amounts contributed to the Rabbi Trust for the Participant’s benefit shall be invested as directed by Omnicare in its sole discretion and Participant shall not have any claim against Omnicare with respect to the investment decisions made by Omnicare. If at the end of any calendar quarter in which a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Amount remains unpaid the notional amount of such Dividend Equivalent Unit (defined below) resulting from prior reinvestments Amount plus the related Imputed Interest accrued as of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on such date exceeds the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by assets in the Fair Market Value of the Stock on Rabbi Trust allocated to pay such date (rounded amounts, Omnicare shall contribute an additional amount to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due Rabbi Trust equal to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any excess. A Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value Amount plus any related Imputed Interest shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) paid at the same time, upon the same conditions, and in the same proportion, time as the Target Award Stock Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the to which such Dividend Equivalents related Equivalent Amount and Imputed Interest relate vest and are paid pursuant to such dividend Section 2 and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividendSection 4 hereof.

Dividend Equivalents. Subject to this Paragraph 6, with With respect to ordinary cash dividends in respect of Shares covered by any outstanding RSUs, on the payment date of the dividend, a separate account maintained for which a record date occurs during the Restriction Period, Participant for bookkeeping purposes only on the books and records of the Company shall be credited with a dividend equivalents in an amount equal to the dividends that would have been paid to the Participant if one (1) Share had been issued on the Grant Date for each RSU granted to the Participant as set forth in this Agreement (the “Dividend Equivalent”), and will be held without interest thereon until delivered to the Participant (if at all). A Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms vesting restrictions and conditionspayment conditions as the RSUs to which such Dividend Equivalent relates, as set forth in Section 2, and shall vest be paid on the same date as the RSU to which it is attributable is settled in accordance with Section 2(d) hereof (or be forfeited (as applicable) at the same timetime that the RSUs are forfeited). Dividend Equivalents credited shall be distributed in cash. Any Dividend Equivalents in respect of RSUs that do not vest, upon shall be forfeited and retained by the same conditionsCompany. For the avoidance of doubt, (i) if a RSU does not ultimately become vested hereunder, no Dividend Equivalent payments shall be made with respect to such unvested RSU, and (ii) in no event shall a Dividend Equivalent be paid that would result in the Participant receiving both the Dividend Equivalent and the actual dividend with respect to a RSUs and the corresponding Share. This award of RSUs and all Dividend Equivalents hereunder are, individually and in the same proportionaggregate, as intended to constitute an “unfunded” plan. Amounts payable pursuant to this Agreement will be payable from the Target Award Units set forth general assets of the Company and no special or separate reserve, fund or deposit will be made to assure payment of such amounts. No Participant, beneficiary or other person will have any right, title or interest in any fund or in any specific asset of any member of the Company by reason of being party to this Award; providedAgreement. Neither the acceptance of this Agreement, howevernor any actions taken pursuant to this Agreement, that if the Award vests after the record date forwill create, but before the payment date ofor be construed to create, a dividend, then trust of any kind or a fiduciary relationship between the Dividend Equivalents related to such dividend and to Units vesting Company on the vesting date will be paid in cash one hand, and Participant, their beneficiary or in Stock, in other person on the sole discretion of the Company, as soon as practicable following the payment date for such dividendother hand.

Dividend Equivalents. Subject On each date that a cash dividend is paid to this Paragraph 6holders of Shares from the Grant Date through the date immediately prior to the date the PRSUs are settled, with respect to dividends for which a record date occurs during an amount (the Restriction Period, Participant shall be credited with a “Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined belowAmount”) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made equal to the Company’s shareholderscash dividend that is paid on each Share, based on multiplied by the Target Award Units total number of PRSUs and any Dividend Equivalent Units resulting from prior reinvestments (as defined below) that remain unvested and outstanding as of Dividend Equivalentsthe dividend payment record date, in will be credited to the Colleague, and such credited amount will be converted into an additional number of Units PRSUs (“Dividend Equivalent Units”) determined by dividing the aggregate value of the Dividend Equivalents Equivalent Amount by the Fair Market Value of a Share on the Stock on such date (rounded of the dividend payment. At the end of the Performance Period, the number of Dividend Equivalent Units will be adjusted to reflect the number of Dividend Equivalent Units that would have been credited to the nearest thousandth of a whole Unit or Colleague as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, Grant Date if such Dividend Equivalents will be credited to Participant as a cash value calculations had been based on the Target Award Units number of Earned Performance Shares (such adjusted number, the “Earned Dividend Equivalent Units”). During the period beginning immediately following the last day of the Performance Period and any ending on the date the Earned Performance Shares are paid pursuant to Section 3.2(a) below, Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “will accrue on any Earned Performance Shares and any Earned Dividend Equivalent Units.” . Dividend Equivalents shall Equivalent Units and Earned Dividend Equivalent Units will be subject to the same terms conditions as the underlying PRSUs with respect to which Dividend Equivalent Units and conditionsEarned Dividend Equivalent Units were paid, including without limitation, the vesting condition and shall vest or be forfeited (as applicable) at the same time, upon provisions governing time and form of settlement applicable to the same conditions, and in the same proportionunderlying PRSUs. Unless expressly provided otherwise, as the Target Award Units set forth used elsewhere in this Award; providedAgreement, however, references to PRSUs in this Agreement shall also include Dividend Equivalent Units and Earned Dividend Equivalent Units that if have been credited to the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related Colleague pursuant to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividendthis Section 2.6.

Dividend Equivalents. Subject to this Paragraph 6, with respect to dividends for which (a) On a record date occurs during the Restriction Period, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed January 2009 to be reinvested in Restricted Stock Units on determined by the date that Company (the applicable dividend or distribution is made to “Money Payment Date”), the Company’s shareholders, based on Company will pay the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments Holder an amount of money (“Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by ”) equal to the Fair Market Value on the Money Payment Date of a number of shares of Common Stock equal to the aggregate number of hypothetical shares of Common Stock (“Hypothetical Shares”) that would have been credited to the Holder on the Money Payment Date if on each date on which a dividend (other than a Common Stock dividend) was paid to the holders of Common Stock the record date of which fell during calendar year 2008 and for which record date Dividend Equivalents were not payable in 2008 (within the meaning of paragraph .02 of §3 of Notice 2006-79 as modified by Section 3.01(B)(1) of Notice 2007-86) pursuant to the RSU Agreement (each date on which such a dividend was paid to the holders of Common Stock being hereafter referred to as a “2008 Dividend Payment Date”), the Company had credited the Holder on its books with a number of Hypothetical Shares determined in accordance with the following formula: (A x B)/C in which “A” equals (I) plus (II) where (I) is the number of the Restricted Stock Units (if any) that pursuant to the RSU Agreement as in effect before January 1, 2009 were neither forfeited nor paid on or before the dividend record date applicable to such 2008 Dividend Payment Date, and (II) is the aggregate number of Hypothetical Shares (if any) that the Company would have credited to the Holder pursuant to this sentence before such 2008 Dividend Payment Date, “B” equals the dividend per share paid on such 2008 Dividend Payment Date, and “C” equals the Fair Market Value per share of Common Stock on such date (rounded 2008 Dividend Payment Date. However, if a dividend is paid in property other than cash or Common Stock, the number of Hypothetical Shares credited to the nearest thousandth Holder in respect of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due such dividend pursuant to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value preceding sentence shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends determined in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units formula set forth in this Award; providedabove, however, except that if “B” shall equal the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting fair market value on the vesting date will be paid in cash or in Stock, in the sole discretion 2008 Dividend Payment Date of the Company, property that was paid per share of Common Stock as soon as practicable following the payment date for a dividend on such dividend2008 Dividend Payment Date.

Dividend Equivalents. Subject Each RSU granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent, which Dividend Equivalent shall remain outstanding from the Grant Date until the earlier of the payment or forfeiture of the RSU to which it corresponds (the “Dividend Equivalent Period”). Each Dividend Equivalent shall entitle you to receive payments, subject to and in accordance with this Paragraph 6Award Notice, in an amount equal to each dividend (including any extraordinary or other non-recurring dividend), in each case, that (a) is made by the Company in respect of the share of Common Stock underlying the RSU to which such Dividend Equivalent relates, and (b) has an applicable Dividend Date (as defined below) occurring during the Dividend Equivalent Period. Such amounts (if any) shall be payable as and when such distributions are paid generally to the Company’s stockholders (without regard to the vested or unvested status of the RSU underlying such Dividend Equivalent on the applicable distribution date). Notwithstanding the foregoing, upon the payment or forfeiture of a RSU, the Dividend Equivalent granted in tandem with such paid or forfeited RSUs, and the Dividend Equivalent Period shall terminate with respect to such RSU. For the avoidance of doubt, a Dividend Equivalent will only entitle you to payments relating to dividends with an applicable Dividend Date occurring between the Grant Date and the date on which you receive payment in respect of the RSU to which it corresponds in accordance with Section 7 below (or, if earlier, the date on which you forfeit the RSU to which it corresponds). The Dividend Equivalents and any amounts that may become distributable in respect thereof shall be treated separately from the RSUs and the rights arising in connection therewith for purposes of Section 409A (as defined below) (including for purposes of the designation of the time and form of payments required by Section 409A). For purposes of this Notice, “Dividend Date” shall mean, with respect to dividends for which a record date occurs during the Restriction Period, Participant shall be credited with a Dividend Equivalent with any dividend made in respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Common Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for preceding the ex-dividend date applicable to such dividend.

Dividend Equivalents. Subject Each RSU granted hereunder that becomes a Performance Vested RSU is hereby granted in tandem with a corresponding Dividend Equivalent, which Dividend Equivalent shall remain outstanding from the Grant Date until the earlier of the payment or forfeiture of the RSU to this Paragraph 6which it corresponds. Pursuant to each outstanding Dividend Equivalent, with respect to each dividend paid by the Company with respect to the Performance Period, the Participant shall be entitled to receive payment equal to the amount of such dividend, if any, on the Shares underlying the Performance Vested RSU to which such Dividend Equivalent relates, payable in the same form and amounts as dividends paid to each holder of a Share. Each such payment shall be made no later than thirty (30) days following the applicable dividend payment date, provided that no such payments shall be made prior to the date on which the RSU becomes a Performance Vested RSU, and any Dividend Equivalent payments that would have been made prior to such date had the RSU been a Performance Vested RSU, plus (or minus) the amount of gain (or loss) on such amounts had they been reinvested in Common Stock on the date on which the corresponding dividend was paid (at a price equal to the closing price of the Common Stock on the applicable dividend payment date), shall be paid in a single lump sum no later than forty-five (45) days following the date on which the RSU becomes a Performance Vested RSU. Dividend Equivalents shall not entitle the Participant to any payments relating to dividends for which a the record date occurs during after the Restriction Periodpayment of the Performance Vested RSU underlying such Dividend Equivalent, and the Participant shall not be credited with a entitled to any Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and payments with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of RSU that does not become a Performance Vested RSU. Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting amounts that may become distributable in respect thereof shall be treated separately from prior reinvestments of Dividend Equivalents, the RSUs and the rights arising in the number of Units determined by dividing the aggregate value connection therewith for purposes of the Dividend Equivalents designation of time and form of payments required by the Fair Market Value Section 409A of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent UnitsCode.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.

Dividend Equivalents. Subject to this Paragraph 6__, with respect to dividends for which a record date occurs during the Restriction Period, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 __ are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.]

Dividend Equivalents. Subject to this Paragraph 6, with respect to dividends for which a record date occurs during the Restriction Period, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with With respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as RSUs that have not been settled or been forfeited, provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable Participant’s Continuous Service has not terminated prior to the dividend record date, the Participant shall have the right to receive distributions (the “Dividend Equivalents”) from the Company equal to any dividends or other distributions that would have been distributed to the Participant if each of the outstanding RSUs instead was an issued and outstanding Share owned by the Participant. The number of RSUs awarded for a cash dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in non-cash dividend other than a stock dividend shall be determined by (i) multiplying the number of Units determined outstanding RSUs held by the Participant pursuant to this Agreement as of the dividend record date by the amount of the dividend per Share and (ii) dividing the aggregate value of the Dividend Equivalents product so determined by the Fair Market Value of a Share on the Stock on such date (rounded to the nearest thousandth dividend payment date. The number of RSUs awarded for a whole Unit or as otherwise reasonably stock dividend shall be determined by multiplying the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation number of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be outstanding RSUs held by the Company (without interest) subject Participant pursuant to this AgreementAgreement as of the dividend record date by the number of additional Shares actually paid as a dividend per Share. Any Units resulting from additional RSUs awarded pursuant to this Section 4(d) shall be awarded effective the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents date the dividend was paid, and shall have the same status, and shall be subject to the same terms and conditionsconditions (including without limitation the vesting and forfeiture provisions), under this Agreement as the RSUs to which they relate, and shall vest be distributed, reduced by any applicable withholding taxes, on the same Delivery Date as the RSUs to which they relate (or if later, as of the applicable dividend payment date). Each Dividend Equivalent shall be forfeited treated as a separate payment for purposes of Section 409A (as applicable) at the same time, upon the same conditions, and defined in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividendSection 10(i)).

Dividend Equivalents. Subject to this Paragraph 65, with respect to dividends for which a record date occurs during the Restriction PeriodPeriod applicable to any Units, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, with respect to each vested but not yet distributed Restricted Stock Unit (as contemplated by Paragraph 8(d), and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Dividend Equivalent Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalentsvalue, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 5 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Restricted Stock Units set forth in this Awardto which they relate; provided, however, that (i) if the Award vests Restriction Period for any Restricted Stock Unit ends after the record date for, but before the payment date of, a dividend, then the any Dividend Equivalents related to such dividend and to Units vesting on for which the vesting date Restriction Period is ending will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend, and (ii) if Paragraph 8(d) below is applicable and a record date for any dividend occurs after the applicable vesting date but before the applicable Delivery Date (as defined in Paragraph 8(d) below), then any Dividend Equivalents related to such dividend will be paid in cash or in Stock, in the sole discretion of the Company, on or as soon as practicable following the Delivery Date.

Dividend Equivalents. Subject to this Paragraph 6, In the event that any cash dividend is declared on shares of AIG Common Stock with respect to dividends for which a record date that occurs during the Restriction Dividend Equivalent Period, Participant shall be credited with a you will receive dividend equivalent rights in the form of additional PSUs (the “Dividend Equivalent with respect Units”) at the time such dividend is paid to each outstanding Restricted Stock Unit, and with respect to any related AIG’s shareholders. The number of Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited Units that you will receive at any such time will be deemed equal to be reinvested in Restricted Stock Units on (i) the date that cash dividend amount per Share times (ii) the applicable dividend or distribution is made to the Company’s shareholdersnumber of PSUs covered by this Award (and, based on the Target Award Units and unless otherwise determined by AIG, any Dividend Equivalent Units resulting from previously credited under this Award) that have not been previously settled through the delivery of Shares (or cash) prior reinvestments of Dividend Equivalentsto, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents such date, divided by the Fair Market Value of one Share on the Stock on such date applicable dividend record date. Each Dividend Equivalent Unit will constitute an unfunded and unsecured promise of AIG to deliver (rounded or cause to be delivered) one Share (or, at the election of AIG, cash equal to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested Fair Market Value thereof) in Units due to the operation of Section 3(a) of accordance with the Plan, such Dividend Equivalents and will vest and be credited to Participant as a cash value based on settled or paid at the Target Award Units same time, and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditionsconditions (including, but not limited to, increase or decrease based on achievement of the Performance Measures in accordance with Sections 2.2 and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion2.3 above), as the Target Award Units set forth in this Award; provided, however, that if PSUs on which such Dividend Equivalent Unit was accrued. “Dividend Equivalent Period” means the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting period commencing on the vesting date will be paid in cash on which the PSUs were awarded to you and ending on the last day on which Shares (or in Stock, in cash) are delivered to you with respect to the sole discretion of the Company, as soon as practicable following the payment date for such dividendEarned PSUs.

Dividend Equivalents. Subject During the term of this Agreement and provided that the Participant’s Continuous Service has not terminated prior to this Paragraph 6the dividend record date, with respect to dividends for which a record date occurs during the Restriction Period, Participant shall be credited with a have the right to receive distributions (the “Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect Equivalents”) from the Company equal to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments dividends or other distributions that would have been distributed to the Participant if each of Dividend Equivalents as provided in this Paragraphthe shares of Deferred Stock instead was an issued and outstanding Share owned by the Participant. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted The number of shares of Deferred Stock Units on the date that the applicable awarded for a cash dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in non-cash dividend other than a stock dividend shall be determined by (i) multiplying the number of Units determined shares of Deferred Stock held by the Participant pursuant to this Agreement as of the dividend record date by the amount of the dividend per Share and (ii) dividing the aggregate value of the Dividend Equivalents product so determined by the Fair Market Value of a Share on the dividend payment date. The number of shares of Deferred Stock on such date (rounded to the nearest thousandth of awarded for a whole Unit or as otherwise reasonably stock dividend shall be determined by multiplying the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation number of Section 3(a) shares of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be Deferred Stock held by the Company (without interest) subject Participant pursuant to this AgreementAgreement as of the dividend record date by the number of additional Shares actually paid as a dividend per Share. Any Units resulting from additional shares of Deferred Stock awarded pursuant to this Section 5(d) shall be awarded effective the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents date the dividend was paid, and shall have the same status, and shall be subject to the same terms and conditionsconditions (including without limitation the vesting and forfeiture provisions), under this Agreement as the shares of Deferred Stock to which they relate, and shall vest or be forfeited (as applicable) at distributed, reduced by any applicable withholding taxes, on the same time, upon Delivery Date as the same conditions, and in the same proportionDeferred Stock to which they relate (or if later, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, applicable dividend payment date). Each Dividend Equivalent shall be treated as soon as practicable following a separate payment for purposes of Section 409A of the payment date for such dividendCode.

Dividend Equivalents. Subject to this Paragraph 6, with respect to dividends for which a record date occurs during the Restriction Period, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of receive Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable form of additional Performance Shares or fractional Performance Shares each time a dividend or other distribution is made to paid on the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments Common Stock. The number of Dividend Equivalents, in Performance Shares awarded for a cash dividend or non-cash dividend other than a stock dividend shall be determined by (i) multiplying the number of Units determined Performance Shares that may be earned by the Participant pursuant to this Agreement as of the dividend record date by the amount of the dividend per share of Common Stock and (ii) dividing the aggregate value of the Dividend Equivalents product so determined by the Fair Market Value of the Common Stock on such date (rounded to the nearest thousandth dividend payment date. The number of Performance Shares awarded for a whole Unit or as otherwise reasonably stock dividend shall be determined by multiplying the Company); provided, however, number of Performance Shares that if Dividend Equivalents cannot may be reinvested in Units due earned by the Participant pursuant to the operation of Section 3(a) this Agreement as of the Plan, such Dividend Equivalents will be credited to Participant dividend record date by the number of additional shares of Common Stock actually paid as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments dividend per share of Dividend Equivalents, which cash value Common Stock. Any additional Performance Shares awarded pursuant to this Section 4(c) shall be held by awarded effective the Company (without interest) subject to this Agreement. Any Units resulting from date the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents dividend was paid, and shall have the same status, and shall be subject to the same terms and conditionsconditions (including without limitation the performance conditions set forth in Appendix A that must be satisfied for those Performance Shares to which they relate to become Earned Performance Shares, and the vesting and forfeiture provisions and the settlement form (i.e., cash or shares of Common Stock)) under this Agreement as the Performance Shares to which they relate, and shall vest be distributed on the same payment date referred to in Section 4(a) as the Performance Shares to which they relate (or be forfeited (if later, as applicableof the applicable dividend payment date) or alternatively, at the same time, upon times provided for under the same conditions, and in Deferred Compensation Plan to the same proportion, as extent the Target Award Units set forth in this Award; provided, however, that if Participant elected to defer some or all of the Award vests after the record date for, but before the payment date of, a dividend, then Performance Shares to which the Dividend Equivalents related to such dividend and to Units vesting on relate under the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.Deferred Compensation Plan. (d)

Dividend Equivalents. Subject Each Performance Unit granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent, which Dividend Equivalent shall remain outstanding from the Grant Date until the earlier of the payment or forfeiture of the Performance Unit to which it corresponds (the “Dividend Equivalent Period”). Each Dividend Equivalent shall entitle you to receive payments, subject to and in accordance with this Paragraph 6Award Notice, in an amount equal to each dividend (including any extraordinary or other non-recurring dividend), in each case, that (a) is made by the Company in respect of the share of Common Stock underlying the Earned Unit (as defined below) to which such Dividend Equivalent relates, and (b) has an applicable Dividend Date (as defined below) occurring during the Dividend Equivalent Period. Such amounts (if any) shall be payable no later than thirty (30) days following the date on which such dividends are paid generally to the Company’s stockholders; provided, that no such payments shall be made prior to the date on which the Earned Unit becomes an Earned Unit and the First Vest Date has occurred, and any Dividend Equivalent payments that would have been made prior to the First Vest Date shall be paid in a single lump sum no later than sixty (60) days following the First Vest Date. Notwithstanding the foregoing, upon the payment of an Earned Unit or forfeiture of a Performance Unit, the Dividend Equivalent granted in tandem with such paid Earned Unit or forfeited Performance Unit, as applicable, and the Dividend Equivalent Period shall terminate with respect to such Earned Unit or Performance Unit, as applicable. For the avoidance of doubt, a Dividend Equivalent will only entitle you to payments relating to dividends with an applicable Dividend Date occurring between the Grant Date and the date on which you receive payment in respect of the Earned Unit to which it corresponds in accordance with Section 7 below (or, if earlier, the date on which you forfeit the Performance Unit to which it corresponds), and you shall not be entitled to any Dividend Equivalent payment with respect to any Performance Unit that does not become an Earned Unit. The Dividend Equivalents and any amounts that may become distributable in respect thereof shall be treated separately from the Performance Units and the rights arising in connection therewith for purposes of Section 409A (as defined below) (including for purposes of the designation of the time and form of payments required by Section 409A). For purposes of this Award Notice, “Dividend Date” shall mean, with respect to dividends for which a record date occurs during the Restriction Period, Participant shall be credited with a Dividend Equivalent with any dividend made in respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Common Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for preceding the ex-dividend date applicable to such dividend.

Dividend Equivalents. Subject Each RSU granted hereunder that becomes a Performance Vested RSU is hereby granted in tandem with a corresponding Dividend Equivalent, which Dividend Equivalent shall remain outstanding from the Grant Date until the earlier of the payment or forfeiture of the RSU to this Paragraph 6which it corresponds. Pursuant to each outstanding Dividend Equivalent, with respect to dividends for which a record date occurs during each dividend paid by the Restriction Company with respect to the Performance Period, the Participant shall be credited with a entitled to receive payment equal to the amount of such dividend, if any, on the Shares underlying the Performance Vested RSU to which such Dividend Equivalent with respect relates, payable in the same form and amounts as dividends paid to each outstanding Restricted Stock Unitholder of a Share. Each such payment shall be made no later than thirty (30) days following the applicable dividend payment date, provided that no such payments shall be made prior to the date on which the Performance Vested RSU becomes a Performance Vested RSU, and any Dividend Equivalent payments that would have been made prior to such date had the Performance Vested RSU been a Performance Vested RSU, plus (or minus) the amount of gain (or loss) on such amounts had they been reinvested in Common Stock on the date on which the corresponding dividend was paid (at a price equal to the closing price of the Common Stock on the applicable dividend payment date), shall be paid in a single lump sum no later than sixty (60) days following the date on which the Performance Vested RSU becomes a Performance Vested RSU (such payment date, the “Accumulated Dividend Payment Date”). Dividend ​ ​ Equivalents shall not entitle the Participant to any payments relating to dividends paid after the earlier to occur of the payment or forfeiture of the Performance Vested RSU underlying such Dividend Equivalent, and the Participant shall not be entitled to any Dividend Equivalent payment with respect to any related RSU that does not become a Performance Vested RSU. In addition, notwithstanding the foregoing, in the event of the Participant’s Termination of Service for any reason following the Accumulated Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will Payment Date, the Participant shall not be deemed entitled to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from payments with respect to dividends declared prior reinvestments to the date of Dividend Equivalents, in the number of Units determined by dividing the aggregate value such termination on Shares underlying RSUs which are unvested as of the date of such termination (after taking into account any accelerated vesting that occurs in connection with such termination). Dividend Equivalents by and any amounts that may become distributable in respect thereof shall be treated separately from the Fair Market Value RSUs and the rights arising in connection therewith for purposes of the Stock on such date (rounded to the nearest thousandth designation of a whole Unit or as otherwise reasonably determined time and form of payments required by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) 409A of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent UnitsCode.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.

Dividend Equivalents. Subject to this Paragraph 6, with respect to dividends for which a record date occurs during the Restriction Period, Participant Recipient shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of receive Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in the form of additional Restricted Stock Units or fractional Restricted Stock Units each time a dividend or other distribution is paid on the date that the applicable Company's Common Stock. The number of Restricted Stock Units awarded for a cash dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in non-cash dividend other than a stock dividend shall be determined by (i) multiplying the number of Restricted Stock Units determined held by the Recipient pursuant to this Agreement as of the dividend payment date by the amount of the dividend per share of Common Stock and (ii) dividing the aggregate value of the Dividend Equivalents product so determined by the Fair Market Value of the Common Stock on such date (rounded to the nearest thousandth dividend payment date. The number of Restricted Stock Units awarded for a whole Unit or as otherwise reasonably stock dividend shall be determined by multiplying the Company); provided, however, that if Dividend Equivalents cannot be reinvested in number of Restricted Stock Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject Recipient pursuant to this AgreementAgreement as of the dividend payment date by the number of additional shares of Common Stock actually paid as a dividend per share of Common Stock. Any additional Restricted Stock Units resulting from awarded pursuant to this Section 4(c) shall be awarded effective the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents day following the date the dividend was paid, and shall have the same status, and shall be subject to the same terms and conditionsconditions (including without limitation the vesting and forfeiture provisions), under this Agreement as the Restricted Stock Units to which they relate, and shall vest or be forfeited (as applicable) at distributed on the same time, upon the same conditions, and payment date referred to in the same proportion, Section 4(a) herein as the Target Award Restricted Stock Units set forth in this Award; provided, however, that if to which they relate. In no event shall the Award vests Recipient be entitled to receive any Dividend Equivalent with respect to any dividend or other distribution for which the dividend payment date is after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividendRecipient’s Separation from Service.

Dividend Equivalents. Subject So long as the RSUs have not become Released Units and the Participant has not undergone a termination of service with the Company and its Affiliates prior to this Paragraph 6, with respect to dividends for which a or on the record date occurs during declared for a cash dividend payable on Common Stock, the Restriction Period, Participant shall be credited with dividend equivalents on such RSUs in the form of additional RSUs when and to the extent that regular cash dividends are paid on the Common Stock from and after the Date of Grant, provided that if such RSUs have become Released Units and settled in accordance with Section 2 hereof after the record date but prior to the payment date of such a Dividend Equivalent with respect to each outstanding Restricted Stock Unitregular cash dividend, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments the Company may, in its discretion, pay cash in the amount of the dividend in lieu of issuing Dividend Equivalents as provided in this Paragraphon such Released Units. All Such Dividend Equivalents so credited will shall be deemed to be reinvested in Restricted computed by dividing: (i) the amount obtained by multiplying the amount of the regular cash dividend declared and paid for each share of Common Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in by the number of Units determined RSUs (including accumulated Dividend Equivalents) held by dividing the aggregate value Participant on the record date of the Dividend Equivalents such regular cash dividend, by (ii) the Fair Market Value of the Common Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such cash dividend. Such additional RSUs shall vest and settle in the same manner proportionately as the RSUs to which they relate, except that any fractional shares represented by accumulated Dividend Equivalents shall, once vested, be settled solely in cash on the terms provided for cash settlement in Section 2(a) hereof. Any accumulated and unpaid Dividend Equivalents attributable to RSUs that are cancelled will not be paid and are immediately forfeited upon cancellation of the RSUs.

Dividend Equivalents. Subject to this Paragraph 6, On each ordinary dividend or other distribution date with respect to Shares, an amount equal to the ordinary cash dividends for which or the fair market value of property other than Shares that would have been paid or distributed on a number of Shares equal to the maximum number of RSUs that can vest pursuant to this Agreement as of the close of business on the record date occurs during for such ordinary dividend or distribution shall, subject to Section 4.3 of the Restriction PeriodPlan, Participant be credited to Employee. Subject to Section 4.3 of the Plan, if any ordinary dividend or distribution with respect to Shares is payable in Shares, Employee shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments an additional number of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on equal to the product of the maximum number of RSUs that can vest pursuant to this Agreement as the record date that the applicable for such ordinary dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in multiplied by the number of Shares (including fractions thereof) distributable as an ordinary dividend or distribution on a Share. Restricted Stock Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded that are credited to Employee pursuant to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents immediately preceding sentence shall be subject to the same terms and conditionsrestrictions as the RSUs. Upon vesting of RSUs pursuant to Section 2 or Section 3 of this Agreement, and the dividend equivalents credited to Employee hereunder shall vest and be distributed to Employee (or, in the event of Employee’s death, his or be forfeited (as applicable) at the same timeher estate), upon the same conditions, and in the same proportionform that the ordinary dividend or distribution was paid with respect to Shares, as concurrently with the Target Award Units set forth settlement of the vested RSUs, subject to Section 5. To the extent that the maximum number of RSUs that can vest pursuant to this Agreement are not, in this Award; providedfact, however, that if the Award vests after the record date for, but before the payment date of, a dividendvested in accordance with Schedule I, then the Dividend Equivalents related dividend equivalents credited to Employee with respect to those unvested RSUs shall be canceled, and Employee shall cease to have any right or entitlement to receive those canceled dividend equivalents. Moreover, if Employee’s employment by the Company and its Affiliates is terminated without vesting in one or more RSUs (including any RSUs which do not vest as of such termination by application of Section 3), then the dividend equivalents credited to Employee with respect to those unvested RSUs shall be canceled, and Employee shall cease to Units vesting on the vesting date will be paid in cash have any right or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividendentitlement to receive those canceled dividend equivalents.

Dividend Equivalents. Subject to this Paragraph 6To the extent the Performance Units have not been forfeited and the Award Shares have not yet been paid under Section 5, if the Participant is employed on the record date for any dividends and other distributions with respect to dividends for the Common Stock that are paid in Common Stock or other securities of the Company to the holders of the Common Stock (the “Stock Dividends”), the Participant shall be granted additional Performance Units equal to the Stock Dividends that the Participant would have received if the Performance Units were actual shares of Common Stock, and such additional Performance Units shall be subject to the same restrictions on transferability, forfeiture, performance and service vesting, certification, payment (as Award Shares) and withholding provisions as the Performance Units to which a such additional Performance Units relate. To the extent the Performance Units have not been forfeited and the Award Shares have not yet been paid under Section 5, if the Participant is employed on the record date occurs during for any dividends and other distributions with respect to the Restriction PeriodCommon Stock that are paid in cash to the holders of the Common Stock (the “Cash Dividends”), the Participant shall be credited with a Dividend Equivalent with respect an amount equal to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units the Cash Dividends that would have been paid on the date that Performance Units had they been shares of Common Stock (the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of “Cash Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company”); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will . Such amounts shall be credited to Participant as a cash value based on the Target Award Units hypothetical account and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject until payable in cash or forfeited pursuant hereto. No interest shall accrue on the Cash Dividend Equivalents or otherwise be paid with respect to this Agreementthe holding period. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” The Cash Dividend Equivalents shall be subject to the same terms restrictions on transferability, forfeiture, performance and conditionsservice vesting, certification, payment and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, withholding provisions as the Target Award Performance Units set forth in this Awardwith respect to which they were paid; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Cash Dividend Equivalents related to such dividend and to Units vesting on the vesting date will shall be paid in cash or cash, not Award Shares, at the time set forth in Stock, in Section 5 (including the sole discretion of the Company, as soon as practicable following the seventy (70)-day payment date for such dividendwindow provided therein).

Dividend Equivalents. Subject to this Paragraph 6, with respect to dividends for On each date on which a dividend (other than a Common Stock dividend) is paid to the holders of Common Stock the record date of which falls during the period commencing on the Grant Date and ending on the first date on which all of the Restricted Stock Units have either been forfeited pursuant to Section 5 or paid pursuant to Section 6 (a “Dividend Payment Date”), the Company shall pay the Holder an amount of money (“Dividend Equivalents”) determined by multiplying (i) the number of the Restricted Stock Units (if any) that were neither forfeited nor paid on or before such dividend record date, times (ii) the dividend per share paid on such Dividend Payment Date. However, if the dividend is paid in property other than cash or Common Stock, the amount of money to be paid to the Holder in respect of such dividend shall be determined by multiplying (A) the number of the Restricted Stock Units (if any) that were neither forfeited nor paid on or before such dividend record date, times (B) the fair market value on such Dividend Payment Date of the property that was paid per share of Common Stock as a dividend on such Dividend Payment Date. For the avoidance of doubt, the Holder’s entitlement to be paid Dividend Equivalents pursuant to the first or second sentence of this Section 2 is contingent on the Holder’s service as a director of the Company continuing until the record date of such Dividend Equivalents, except that if a dividend record date occurs during after the Restriction Period, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units become non-forfeitable within the meaning of Section 4 and before shares are delivered in payment of such Restricted Stock Units pursuant to Section 6, the Holder’s entitlement to be paid Dividend Equivalents for such record date pursuant to the first or second sentence of this Section 2 is contingent on the date that the applicable dividend or distribution is made to the CompanyHolder’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value service as a director of the Dividend Equivalents by Company continuing until the Fair Market Value of date on which the Restricted Stock on such date (rounded to Units become non-forfeitable within the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation meaning of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units4.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.

Dividend Equivalents. Subject to this Paragraph 6, with respect to dividends for which a record date occurs during the Restriction Period, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of receive Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable form of additional Performance Shares or fractional Performance Shares each time a dividend or other distribution is made to paid on the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments Common Stock. The number of Dividend Equivalents, in Performance Shares awarded for a cash dividend or non-cash dividend other than a stock dividend shall be determined by (i) multiplying the number of Units determined Performance Shares that may be earned by the Participant pursuant to this Agreement as of the dividend record date by the amount of the dividend per share of Common Stock and (ii) dividing the aggregate value of the Dividend Equivalents product so determined by the Fair Market Value of the Common Stock on such date (rounded to the nearest thousandth dividend payment date. The number of Performance Shares awarded for a whole Unit or as otherwise reasonably stock dividend shall be determined by multiplying the Company); provided, however, number of Performance Shares that if Dividend Equivalents cannot may be reinvested in Units due earned by the Participant pursuant to the operation of Section 3(a) this Agreement as of the Plan, such Dividend Equivalents will be credited to Participant dividend record date by the number of additional shares of Common Stock actually paid as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments dividend per share of Dividend Equivalents, which cash value Common Stock. Any additional Performance Shares awarded pursuant to this Section 4(c) shall be held by awarded effective the Company (without interest) subject to this Agreement. Any Units resulting from date the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents dividend was paid, and shall have the same status, and shall be subject to the same terms and conditionsconditions (including without limitation the performance conditions set forth in Appendix A that must be satisfied for those Performance Shares to which they relate to become Earned Performance Shares, and the vesting and forfeiture provisions and the settlement form (i.e., cash or shares of Common Stock)) under this Agreement as the Performance Shares to which they relate, and shall vest be distributed on the same payment date referred to in Section 4(a) as the Performance Shares to which they relate (or be forfeited (if later, as applicableof the applicable dividend payment date) or alternatively, at the same time, upon times provided for under the same conditions, and in Deferred Compensation Plan to the same proportion, as extent the Target Award Units set forth in this Award; provided, however, that if Participant elected to defer some or all of the Award vests after the record date for, but before the payment date of, a dividend, then Performance Shares to which the Dividend Equivalents related to such dividend and to Units vesting on relate under the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividendDeferred Compensation Plan.

Dividend Equivalents. Subject Each RSU granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent, which Dividend Equivalent shall remain outstanding from the Grant Date until the earlier of the payment or forfeiture of the RSU to this Paragraph 6which it corresponds (such earlier date, with respect the “Dividend Equivalent Forfeiture Date”). Pursuant to each outstanding Dividend Equivalent, the Participant shall be entitled to receive payments equal to dividends paid, if any, on the Shares underlying the RSU to which such Dividend Equivalent relates during the period beginning on the first date of the Performance Period (as set forth on Exhibit A) and ending on the applicable Dividend Equivalent Forfeiture Date. Each such payment shall be made in cash no later than 30 days following the applicable dividend payment date, provided that no such payments shall be made prior to the date on which the RSU becomes a Performance Vested RSU, and any Dividend Equivalent payments that would have been made prior to such date shall be paid in a single lump sum no later than 60 days following the date on which the RSU becomes a Performance Vested RSU (and in the event such RSU does not become a Performance Vested RSU, the Participant’s right, title or interest in any corresponding Dividend Equivalents also will be forfeited as of the date the RSU is forfeited). Dividend Equivalents shall not entitle the Participant to any payments relating to dividends for which a the record date occurs during after the Restriction Periodpayment of the Performance Vested RSU underlying such Dividend Equivalent, and the Participant shall not be credited with a entitled to any Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and payments with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of RSU that does not become a Performance Vested RSU. Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting amounts that may become distributable in respect thereof shall be treated separately from prior reinvestments of Dividend Equivalents, the RSUs and the rights arising in the number of Units determined by dividing the aggregate value connection therewith for purposes of the Dividend Equivalents designation of time and form of payments required by the Fair Market Value Section 409A of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent UnitsCode.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.

Dividend Equivalents. Subject to this Paragraph 6, with respect to dividends for which a record date occurs during During the Restriction Performance Period, Participant you shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit additional Performance Units (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in Units) with respect to the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Shares having a Fair Market Value as of the Stock on such applicable dividend payment date (rounded equal to the nearest thousandth value of a whole Unit any dividends or as otherwise reasonably determined other distributions that would have been distributed to you if each of the Shares to be delivered to you upon settlement of the Performance Units instead was an issued and outstanding Share owned by you (“Dividend Equivalents”). After the Company); providedexpiration of the Performance Period, however, that if the Target Units and the relevant accrued number of Dividend Equivalents cannot shall be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value collectively adjusted based on the Target Award Percentage Earned and rounded to six decimal places. The additional Performance Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject credited to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein you as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditionsconditions under this Award Agreement as the Performance Units to which they relate, and shall vest or and be forfeited earned and settled (as applicablerounded down to the nearest whole number) in the same manner and at the same timetimes as Performance Units to which they relate. Each Dividend Equivalent shall be treated as a separate payment for purposes of Section 409A of the Code. Notwithstanding the foregoing, upon Dividend Equivalents will no longer accrue on any portion of the Performance Units that have been delivered to you in the form of Restricted Stock pursuant to this Award Agreement so long as you have timely made an election under Section 83(b) of the Code. If you have timely made an election under Section 83(b) of the Code, you will be entitled to receive payment of any dividends paid in the form of cash or property other than Shares with respect to the Restricted Stock, at the same conditions, time and in the same proportion, form as dividends are paid with respect to Shares owned by other shareholders of the Target Award Units set forth in this AwardCompany; provided, however, that if in the event any Restricted Stock is forfeited pursuant to this Award vests after Agreement, you shall be required to immediately repay to the record Company the value as of the date foron which the dividend was paid, but before the payment date of, a dividend, then the Dividend Equivalents related of any dividends you received with respect to such dividend and to Units vesting on the vesting date will be paid in cash or in those forfeited Restricted Stock, in the sole discretion of the Companyreduced by any federal, as soon as practicable following the payment date for such dividend.state or local taxes you paid with respect to those repaid A-10 2848/80663-001 CURRENT/134184815v6 Exhibit 10.86

Dividend Equivalents. Subject Each RSU granted hereunder that becomes an Earned RSU is hereby granted in tandem with a corresponding dividend equivalent right (a “Dividend Equivalent”), which Dividend Equivalent shall remain outstanding from the Grant Date until the earlier of the payment or forfeiture of the RSU to this Paragraph 6which it corresponds. Pursuant to each outstanding Dividend Equivalent, with respect to each dividend paid by the Company with respect to the Performance Period, the Participant shall be entitled to receive payment equal to the amount of such dividend, if any, on the Shares underlying the Earned RSU to which such Dividend Equivalent relates, payable in the same form and amounts as dividends paid to each holder of a Share. Each such payment shall be made no later than thirty (30) days following the applicable dividend payment date, provided that no such payments shall be made prior to the date on which the RSU becomes an Earned RSU, and any Dividend Equivalent payments that would have been made prior to such date had the RSU been an Earned RSU, plus (or minus) the amount of gain (or loss) on such amounts had they been reinvested in Common Stock on the date on which the corresponding dividend was paid (at a price equal to the closing price of the Common Stock on the applicable dividend payment date), shall be paid in a single lump sum no later than forty-five (45) days following the date on which the RSU becomes an Earned RSU. Dividend Equivalents shall not entitle the Participant to any payments relating to dividends for which a the record date occurs during after the Restriction Periodpayment of the Earned RSU underlying such Dividend Equivalent, and the Participant shall not be credited with a entitled to any Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and payments with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of RSU that does not become an Earned RSU. Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting amounts that may become distributable in respect thereof shall be treated separately from prior reinvestments of Dividend Equivalents, the RSUs and the rights arising in the number of Units determined by dividing the aggregate value connection therewith for purposes of the Dividend Equivalents designation of time and form of payments required by the Fair Market Value Section 409A of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent UnitsCode.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.

Dividend Equivalents. Subject to this Paragraph 65, Participant shall be credited with Dividend Equivalents with respect to outstanding Restricted Stock Units with respect to dividends for which a record date occurs during prior to the Restriction Perioddate on which the applicable vesting has occurred and all restrictions on the Award Installment have lapsed (the “Delivery Date”), Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to including any related Dividend Equivalent Unit (defined below) Units resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Company’s Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalentsvalue, which cash value shall be held by the Company (without interest) subject to this Agreementhereto. Any The Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as such Dividend Equivalents (“Dividend Equivalent Units.” Dividend Equivalents ”) and, if applicable, cash value resulting from such reinvestment, shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Restricted Stock Units set forth in this Awardto which they relate; provided, however, that if the Award vests Delivery Date occurs after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents Equivalent Units related to such dividend and to Units vesting on the such vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.

Dividend Equivalents. Subject Each Performance Unit granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent, which Dividend Equivalent shall remain outstanding from the Grant Date until the earlier of the payment or forfeiture of the Performance Unit to which it corresponds (the “Dividend Equivalent Period”). Each Dividend Equivalent shall entitle you to receive payments, subject to and in accordance with this Paragraph 6Award Notice, in an amount equal to each dividend (including any extraordinary or other non-recurring dividend), in each case, that (a) is made by the Company in respect of the share of Common Stock underlying the Earned Unit (as defined below) to which such Dividend Equivalent relates, and (b) has an applicable Dividend Date (as defined below) occurring during the Dividend Equivalent Period. Such amounts (if any) shall be payable no later than thirty (30) days following the date on which such dividends are paid generally to the Company’s stockholders; provided, that no such payments shall be made prior to the date on which the Earned Unit becomes an Earned Unit, and any Dividend Equivalent payments that would have been made prior to the date on which the Earned Unit becomes an Earned Unit shall be paid in a single lump sum no later than sixty (60) days following the date on which the Earned Unit becomes an Earned Unit. Notwithstanding the foregoing, upon the payment of an Earned Unit or forfeiture of a Performance Unit, the Dividend Equivalent granted in tandem with such paid Earned Unit or forfeited Performance Unit, as applicable, and the Dividend Equivalent Period shall terminate with respect to such Earned Unit or Performance Unit, as applicable. For the avoidance of doubt, a Dividend Equivalent will only entitle you to payments relating to dividends with an applicable Dividend Date occurring between the Grant Date and the date on which you receive payment in respect of the Earned Unit to which it corresponds in accordance with Section 8 below (or, if earlier, the date on which you forfeit the Performance Unit to which it corresponds), and you shall not be entitled to any Dividend Equivalent payment with respect to any Performance Unit that does not become an Earned Unit. The Dividend Equivalents and any amounts that may become distributable in respect thereof shall be treated separately from the Performance Units and the rights arising in connection therewith for purposes of Section 409A of the Code (including for purposes of the designation of the time and form of payments required by Section 409A of the Code). For purposes of this Notice, “Dividend Date” shall mean, with respect to dividends for which a record date occurs during the Restriction Period, Participant shall be credited with a Dividend Equivalent with any dividend made in respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Common Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for preceding the ex-dividend date applicable to such dividend.

Dividend Equivalents. Subject to As of the Date of Grant above, this Paragraph 6, with respect to dividends for which grant of Restricted Stock Units also includes a record date occurs during the Restriction Period, Participant shall be credited with a tandem grant of Dividend Equivalent Equivalents with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments share of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made granted to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments you pursuant to Section 1 of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company)this Agreement; provided, however, that if you shall not receive Dividend Equivalents cannot be reinvested in Units due for any distributions made with respect to a share of Stock prior to the operation of Section 3(a) satisfaction of the PlanPerformance Vesting Requirement (as defined below). In the event that the Performance Vesting Requirement is satisfied prior to the Vesting Date, such you shall receive Dividend Equivalents will for any distributions made with respect to a share of Stock for the period of time between the day the attainment of the Performance Vesting Requirement occurs and the Vesting Date, taking into account that an adjustment shall be credited made to Participant the number of Dividend Equivalents granted to you to reflect any adjustments made to your Executive (2017): Restricted Stock Units pursuant to Section 3(b) below. All Dividend Equivalents granted on and after the Date of Grant shall carry identical vesting restrictions as a cash value based on shall be attached to the Target Award Restricted Stock Units and any Dividend Equivalent Units resulting from prior reinvestments of giving rise to such Dividend Equivalents, which cash value shall be held by thus, if the Company (without interest) subject Performance Vesting Requirement is not satisfied, all rights to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall immediately cease. If a Restricted Stock Unit is forfeited, your tandem Dividend Equivalents with respect to such Restricted Stock Units shall automatically terminate at that time. Any Dividend Equivalents payment will be subject made on or promptly following the date on which the dividends are otherwise paid to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Awardholders of Stock; provided, however, that if in no event shall the Award vests after dividend payment be made later than 30 days following the record date for, but before on which the payment date of, a dividend, then the Dividend Equivalents related to Company pays such dividend and to Units vesting on the vesting date will be paid in cash or in holders of Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.

Dividend Equivalents. Subject Each Performance Unit granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent, which Dividend Equivalent shall remain outstanding from the Grant Date until the earlier of the payment or forfeiture of the Performance Unit to which it corresponds (the “Dividend Equivalent Period”). Each Dividend Equivalent shall entitle you to receive payments, subject to and in accordance with this Paragraph 6Award Notice, in an amount equal to each dividend (including any extraordinary or other non-recurring dividend), in each case, that (a) is made by the Company in respect of the share of Common Stock underlying the Earned Unit to which such Dividend Equivalent relates, and (b) has an applicable Dividend Date (as defined below) occurring during the Dividend Equivalent Period. Such amounts (if any) shall be payable no later than thirty (30) days following the date on which such dividends are paid generally to the Company’s stockholders; provided, that no such payments shall be made prior to the date on which the Earned Unit becomes an Earned Unit, and any Dividend Equivalent payments that would have been made prior to the date on which the Earned Unit becomes an Earned Unit shall be paid in a single lump sum no later than sixty (60) days following the date on which the Earned Unit becomes an Earned Unit. Notwithstanding the foregoing, upon the payment of an Earned Unit or forfeiture of a Performance Unit, the Dividend Equivalent granted in tandem with such paid Earned Unit or forfeited Performance Unit, as applicable, and the Dividend Equivalent Period shall terminate with respect to such Earned Unit or Performance Unit, as applicable. For the avoidance of doubt, a Dividend Equivalent will only entitle you to payments relating to dividends with an applicable Dividend Date occurring between the Grant Date and the date on which you receive payment in respect of the Earned Unit to which it corresponds in accordance with Section 8 below (or, if earlier, the date on which you forfeit the Performance Unit to which it corresponds), and you shall not be entitled to any Dividend Equivalent payment with respect to any Performance Unit that does not become an Earned Unit. The Dividend Equivalents and any amounts that may become distributable in respect thereof shall be treated separately from the Performance Units and the rights arising in connection therewith for purposes of Section 409A of the Code (including for purposes of the designation of the time and form of payments required by Section 409A of the Code). For purposes of this Notice, “Dividend Date” shall mean, with respect to dividends for which a record date occurs during the Restriction Period, Participant shall be credited with a Dividend Equivalent with any dividend made in respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Common Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for preceding the ex-dividend date applicable to such dividend.

Dividend Equivalents. Subject to this Paragraph 6, with respect to dividends for which a record date occurs during the Restriction Period, Participant Recipient shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of receive Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in the form of additional Restricted Stock Units or fractional Restricted Stock Units each time a dividend or other distribution is paid on the date that the applicable Company's Common Stock. The number of Restricted Stock Units awarded for a cash dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in non-cash dividend other than a stock dividend shall be determined by (i) multiplying the number of Restricted Stock Units determined held by the Recipient pursuant to this Agreement as of the dividend payment date by the amount of the dividend per share of Common Stock and (ii) dividing the aggregate value of the Dividend Equivalents product so determined by the Fair Market Value of the Common Stock on such date (rounded to the nearest thousandth dividend payment date. The number of Restricted Stock Units awarded for a whole Unit or as otherwise reasonably stock dividend shall be determined by multiplying the Company); provided, however, that if Dividend Equivalents cannot be reinvested in number of Restricted Stock Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject Recipient pursuant to this AgreementAgreement as of the dividend payment date by the number of additional shares of Common Stock actually paid as a dividend per share of Common Stock. Any additional Restricted Stock Units resulting from awarded pursuant to this Section 4(c) shall be awarded effective the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents day following the date the dividend was paid, and shall have the same status, and shall be subject to the same terms and conditionsconditions (including without limitation the vesting and forfeiture provisions), under this Agreement as the Restricted Stock Units to which they relate, and shall vest or be forfeited (as applicable) at distributed on the same time, upon the same conditions, and payment date referred to in the same proportion, Section 4(a) herein as the Target Award Restricted Stock Units set forth in this Award; provided, however, that if to which they relate. In no event shall the Award vests Recipient be entitled to receive any Dividend Equivalent with respect to any dividend or other distribution for which the dividend payment date is after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.Recipient’s Separation from Service. (d)

Dividend Equivalents. Subject Provided that the Recipient’s continuous service has not terminated prior to this Paragraph 6the dividend record date, with respect or the Recipient’s continuous service terminated prior to dividends for which a the dividend record date occurs during but the Restriction Period, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Recipient has not been paid for the Recipient’s vested Restricted Stock Units as of the dividend record date solely on account of the Recipient being a “specified employee” (as defined under Section 14(d) hereof) subject to the six-month delay for payment of the Recipient’s vested Restricted Stock Units, as required under Section 14(d) hereof, the Recipient shall receive Dividend Equivalents in the form of additional Restricted Stock Units or fractional Restricted Stock Units each time a dividend or other distribution is paid on the date that the applicable Company's Common Stock. The number of Restricted Stock Units awarded for a cash dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in non-cash dividend other than a stock dividend shall be determined by (i) multiplying the number of Restricted Stock Units determined held by the Recipient pursuant to this Agreement as of the dividend record date by the amount of the dividend per share of Common Stock and (ii) dividing the aggregate value of the Dividend Equivalents product so determined by the Fair Market Value of the Common Stock on such date (rounded to the nearest thousandth dividend payment date. The number of Restricted Stock Units awarded for a whole Unit or as otherwise reasonably stock dividend shall be determined by multiplying the Company); provided, however, that if Dividend Equivalents cannot be reinvested in number of Restricted Stock Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject Recipient pursuant to this AgreementAgreement as of the dividend record date by the number of additional shares of Common Stock actually paid as a dividend per share of Common Stock. Any additional Restricted Stock Units resulting from awarded pursuant to this Section 4(c) shall be awarded effective the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents date the dividend was paid, and shall have the same status, and shall be subject to the same terms and conditionsconditions (including without limitation the vesting and forfeiture provisions), under this Agreement as the Restricted Stock Units to which they relate, and shall vest or be forfeited (as applicable) at distributed on the same time, upon payment date referred to in Section 4(a) herein as the same conditions, and in the same proportionRestricted Stock Units to which they relate (or if later, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the applicable dividend payment date for such dividenddate).