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be paid as soon as practicable after the dividend or distribution date. In no event shall any cash dividend or distribution be paid later than 2 1⁄2 months after
the Tax Year in which the dividend or distribution becomes nonforfeitable.
7.7 Right of Repurchase of Restricted Stock . If, with respect to any Award, (a) a Participant’s Termination of Service occurs before the end of the Period
of Restriction or (b) any Performance Objectives are not achieved by the end of the period for measuring such Performance Objectives, then the Company shall
have the right to repurchase forfeitable Shares of Restricted Stock from the Participant at their original issuance price or other stated or formula price (or to
require forfeiture of such Shares if issued at no cost).
ARTICLE 8
RESTRICTED STOCK UNITS
8.1 Terms of Restricted Stock Units. Subject to the provisions of the Plan, the Period of Restriction, number of underlying Shares, and other conditions
and limitations applicable to the Award of Restricted Stock Units shall be determined by the Committee and shall be stated in the Award Agreement.
8.2 Settlement of Restricted Stock Units. Subject to Section 10.5 of the Plan, the number of Shares specified in the Award Agreement, or cash equal to
the Fair Market Value of the underlying Shares specified in the Award Agreement, shall be delivered to the Participant as soon as practicable after the end of the
applicable Period of Restriction, and in any event no later than 2½ months after the end of the Tax Year in which the Period of Restriction ends.
8.3 Dividend and Other Distribution Equivalents . The Committee is authorized to grant to holders of Restricted Stock Units the right to receive
payments equivalent to dividends or other distributions with respect to Shares underlying Awards of Restricted Stock Units. The Award Agreement may
specify that the dividend equivalents or other distributions shall be subject to the same restrictions as the related Restricted Stock Units, in which case they
shall be accumulated during the Period of Restriction and paid or forfeited when the related Restricted Stock Units are paid or forfeited. Alternatively, the
Award Agreement may specify that the dividend equivalents or other distributions shall be unrestricted, in which case they shall be paid on the dividend or
distribution payment date for the underlying Shares, or as soon as practicable thereafter. In no event shall any unrestricted dividend equivalent or other
distribution be paid later than 2 1⁄2 months after the Tax Year in which the record date for the dividend or distribution occurs.
8.4 Forfeiture. If, with respect to any Award, (a) a Participant’s Termination of Service occurs before the end of the Period of Restriction, or (b) any
Performance Objectives are not achieved by the end of the period for measuring such Performance Objectives, then the Restricted Stock Units granted
pursuant to such Award shall be forfeited and the Company (and any Affiliate) shall have no further obligation thereunder.
ARTICLE 9
OTHER EQUITY-BASED AWARDS
9.1 Other Equity-Based Awards. The Committee shall have the right to grant other Awards based upon or payable in Shares having such terms and
conditions as the Committee may determine, including the grant of Shares upon the achievement of a Performance Objective and the grant of securities
convertible into Shares.
9