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Each such grant or sale will utilize any or all of the authorizations as specified in the following provisions:
(a) Each such grant or sale of Restricted Stock Units will constitute the agreement by the Corporation to deliver shares of
Common Stock or cash to the Participant in the future in consideration of the performance of services, but subject to the fulfillment of such
conditions (which may include the achievement of Management Objectives) during the Restriction Period as the Compensation Committee or
an Authorized Officer may specify. Each grant may specify in respect of such Management Objectives a minimum acceptable level or levels
of achievement and may set forth a formula for determining the number of shares of Restricted Stock Units on which restrictions will
terminate if performance is at or above the minimum level(s), but falls short of full achievement of the specified Management Objectives. The
grant or sale of such Restricted Stock Units will specify that, before the termination or early termination of the restrictions applicable to such
Restricted Stock Units, the Compensation Committee must certify that the Management Objectives have been satisfied.
(b) Each such grant or sale of Restricted Stock Units may be made without additional consideration or in consideration of a
p
ayment by such Participant that is less than the Market Value Per Share at the Date of Grant.
(c) If the Restriction Period lapses only by the passage of time, each such grant or sale will be subject to a Restriction Period
(which may include pro-rata, graded or cliff vesting over such period), as determined by the Compensation Committee or an Authorized
Officer at the Date of Grant. In the case of grants that are a form of payment for earned Performance Shares or Performance Units or other
awards, such grant may provide for no Restriction Period.
(d) Each such grant or sale of Restricted Stock Units may provide for the earlier lapse or other modification of such
Restriction Period in the event of termination without Cause, resignation for Good Reason, Normal Retirement, termination due to death or
Disability of the Participant, a Change in Control, or the grant of a Substitute Award and, to the extent that any grant, sale, or Substitute
Award is subject to, or determined to be subject to Section 409A of the Code, the time and form of payment shall be indicated in the Evidence
of Award as upon one or more of the permissible payment events under Section 409A of the Code and as subject to the Six-Month Payment
Delay, if required.
(e) During the Restriction Period, the Participant will have none of the rights of a stockholder of any shares of Common
Stock with respect to such Restricted Stock Units, but the Compensation Committee may, at the Date of Grant, authorize the payment of
dividend equivalents on such Restricted Stock Units on either a current, deferred or contingent basis, either in cash or in additional shares of
Common Stock and, the Evidence of Award shall specify the time of payment of such dividend equivalents and indicate that such payment is
subject to the Six-Month Payment Delay, if required.
(f) Each grant or sale of Restricted Stock Units will specify the time and manner of payment of Restricted Stock Units that
have been earned and, that such payment is subject to the Six-Month Payment Delay, if required. Any grant or sale may specify that the
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