Common use of Form of Distribution Clause in Contracts

Form of Distribution. The Employee may elect to receive the assets of his Account, in cash or in shares, in either or any combination of the following forms, as directed by the Employee: (a) a single sum; (b) in withdrawals at such times and in such amounts as the Employee specifies, which can include specification of a regular program of monthly, quarterly or annual installment payments, provided that the amount withdrawn in any distribution calendar year satisfies the requirements of Code Section 401(a)(9) and the regulations thereunder as applicable to custodial accounts operating under Code Section 403(b)(7) (for this purpose, a “distribution calendar year” is any calendar year with respect to which a distribution from the Account is required to satisfy Code Section 401(a)(9) and the regulations thereunder). The first distribution calendar year is the calendar year in which the Employee reaches age 70½ or the year of the Employee’s retirement or termination of employment from the Employer, which ever is later. Each subsequent calendar year during the Employee’s lifetime is also a distribution calendar year. The required minimum distribution for the Employee’s first distribution calendar year must be withdrawn by the Employee by no later than the Employee’s required beginning date. The required minimum distribution for each subsequent distribution calendar year must be withdrawn by the Employee before the end of such distribution calendar year. In general, the required minimum distribution for any distribution calendar year is the balance in the Employee’s Account as of the end of the calendar year preceding such distribution calendar year divided by the appropriate divisor based upon the Employee’s age in such distribution calendar year in accordance with regulations under Code Section 401(a)(9); however, if the Employee’s sole designated beneficiary is the Employee’s spouse, and the spouse is more than 10 years younger than the Employee, the divisor is the joint life expectancy of the Employee and his spouse based on their attained ages in the distribution calendar year determined under applicable Treasury regulations. If the Employee fails to elect the time or form of distribution of benefits, the Custodian will assume that the Employee is satisfying any minimum distribution requirements from another Code Section 403(b) arrangement. The Custodian will not distribute any assets from the Employee's Account in the absence of a written withdrawal direction in good order from the Employee (or, if applicable the Employee's beneficiary), and the Custodian will have no liability or responsibility for not making a distribution in such event.

Form of Distribution. The Employee may elect to receive the assets of his Account, in cash or in shares, in either or any combination of the following forms, as directed by the Employee: (a) a single sum; (b) in withdrawals at such times and in such amounts as the Employee specifies, which can include specification of a regular program of monthly, quarterly or annual installment payments, provided that the amount withdrawn in any distribution calendar year satisfies the requirements of Code Section 401(a)(9) and the regulations thereunder as applicable to custodial accounts operating under Code Section 403(b)(7) (for this purpose, a “distribution calendar year” is any calendar year with respect to which a distribution from the Account is required to satisfy Code Section 401(a)(9) and the regulations thereunder). The first distribution calendar year is the calendar year in which the Employee reaches age 72 (or age 70½ if Employee attained 70 ½ prior to January 1, 2020), or the year of the Employee’s retirement or termination of employment from the Employer, which ever is later. Each subsequent calendar year during the Employee’s lifetime is also a distribution calendar year. The required minimum distribution for the Employee’s first distribution calendar year must be withdrawn by the Employee by no later than the Employee’s required beginning date. The required minimum distribution for each subsequent distribution calendar year must be withdrawn by the Employee before the end of such distribution calendar year. In general, the required minimum distribution for any distribution calendar year is the balance in the Employee’s Account as of the end of the calendar year preceding such distribution calendar year divided by the appropriate divisor based upon the Employee’s age in such distribution calendar year in accordance with regulations under Code Section 401(a)(9); however, if the Employee’s sole designated beneficiary is the Employee’s spouse, and the spouse is more than 10 years younger than the Employee, the divisor is the joint life expectancy of the Employee and his spouse based on their attained ages in the distribution calendar year determined under applicable Treasury regulations. If the Employee fails to elect the time or form of distribution of benefits, the Custodian will assume that the Employee is satisfying any minimum distribution requirements from another Code Section 403(b) arrangement. The Custodian will not distribute any assets from the Employee's Account in the absence of a written withdrawal direction in good order from the Employee (or, if applicable the Employee's beneficiary), and the Custodian will have no liability or responsibility for not making a distribution in such event.

Form of Distribution. The Employee may elect to receive the assets of his Account, in cash or in shares, in either or any combination of the following forms, as directed by the Employee: (a) a single sum; (b) in withdrawals at such times and in such amounts as the Employee specifies, which can include specification of a regular program of monthly, quarterly or annual installment payments, provided that the amount withdrawn in any distribution calendar year satisfies the requirements of Code Section 401(a)(9) and the regulations thereunder as applicable to custodial accounts operating under Code Section 403(b)(7) (for this purpose, a “distribution calendar year” is any calendar year with respect to which a distribution from the Account is required to satisfy Code Section 401(a)(9) and the regulations thereunder). The first distribution calendar year is the calendar year in which the Employee reaches age 70½ 72 or the year of the Employee’s retirement or termination of employment from the Employer, which ever is later. Each subsequent calendar year during the Employee’s lifetime is also a distribution calendar year. The required minimum distribution for the Employee’s first distribution calendar year must be withdrawn by the Employee by no later than the Employee’s required beginning date. The required minimum distribution for each subsequent distribution calendar year must be withdrawn by the Employee before the end of such distribution calendar year. In general, the required minimum distribution for any distribution calendar year is the balance in the Employee’s Account as of the end of the calendar year preceding such distribution calendar year divided by the appropriate divisor based upon the Employee’s age in such distribution calendar year in accordance with regulations under Code Section 401(a)(9); however, if the Employee’s sole designated beneficiary is the Employee’s spouse, and the spouse is more than 10 years younger than the Employee, the divisor is the joint life expectancy of the Employee and his spouse based on their attained ages in the distribution calendar year determined under applicable Treasury regulations. If the Employee fails to elect the time or form of distribution of benefits, the Custodian will assume that the Employee is satisfying any minimum distribution requirements from another Code Section 403(b) arrangement. The Custodian will not distribute any assets from the Employee's Account in the absence of a written withdrawal direction in good order from the Employee (or, if applicable the Employee's beneficiary), and the Custodian will have no liability or responsibility for not making a distribution in such event.

Form of Distribution. The Employee may elect to receive a cash distribution of the assets of his Account, in cash or in shares, in either or any combination of the following forms, as directed by the Employee:Employee (subject, however, to Section 5.4 if applicable): (a) a single sum; (b) in withdrawals at such times and in such amounts as the Employee specifies, which can include specification of a regular program of monthly, quarterly or annual installment payments, provided that the amount withdrawn in any distribution distri- bution calendar year satisfies the requirements of Code Section 401(a)(9) and the regulations thereunder (proposed, temporary or final as applicable the case may be) as appli- cable to custodial accounts operating under Code Section 403(b)(7) (for this purposepur- pose, a “distribution calendar year” is any calendar year with respect to which a distribution from the Account is required to satisfy Code Section 401(a)(9) and the regulations thereunder). The first distribution calendar year is the calendar year in which the Employee reaches age 70½ 70 1⁄2 or the year of the Employee’s retirement retire- ment or termination of employment from the Employer, which ever is later. Each subsequent calendar year during the Employee’s lifetime is also a distribution calendar cal- endar year. The required minimum distribution for the Employee’s first distribution distribu- tion calendar year must be withdrawn by the Employee by no later than the Employee’s required beginning date. The required minimum distribution for each subsequent distribution calendar year must be withdrawn by the Employee before the end of such distribution calendar year. In general, the required minimum mini- mum distribution for any distribution calendar year is the balance in the Employee’s Account as of the end of the calendar year preceding such distribution distribu- tion calendar year divided by the appropriate divisor based upon the Employee’s age in such distribution calendar year in accordance with regulations under Code Section 401(a)(9); however, if the Employee’s sole designated beneficiary is the Employee’s spouse, and the spouse is more than 10 years younger than the Employee, the divisor is the joint life expectancy of the Employee and his spouse based on their attained ages in the distribution calendar year determined under applicable Treasury regulationsregulations for such distribution calendar year. The requirements of the preceding paragraph will be effective as of January 1, 2002. However, if the Employee was receiving required minimum distributions from the Account during 2001 and calculated such required minimum distribu- tions in accordance with the requirements of the preceding paragraph, such pre- ceding paragraph shall be deemed to have been effective as of January 12, 2001. If the Employee fails to elect the time or form of distribution of benefits, the Custodian will assume that the Employee is satisfying any minimum distribution requirements from another Code Section 403(b) arrangement. The Custodian will not distribute any assets from the Employee's ’s Account in the absence of a written withdrawal direction direc- tion in good order from the Employee (or, if applicable the Employee's beneficiary’s Beneficiary or if none the executor or administrator of the Employee’s estate), and the Custodian will have no liability or responsibility for not making a distribution in such event.

Form of Distribution. The Employee may Unless you elect otherwise on or before the Award Date, distribution of your vested Units with respect to any Tranche will be made in a lump sum following the Distribution Date (as determined under the foregoing provisions of this Section 5). You may, however, elect to receive have vested Units with respect to any Tranche distributed in the assets form of his Account, in cash two or in shares, in either or any combination more annual installments over a fixed number of the following forms, as directed by the Employee: (a) a single sum; (b) in withdrawals at such times and in such amounts as the Employee specifies, which can include specification of a regular program of monthly, quarterly or annual installment paymentsyears, provided that each installment payment must be for a minimum of 1,000 shares of Common Stock. If you elect to have some or all of your vested Units underlying a Tranche distributed in annual installments commencing upon your Separation from Service or death, the amount withdrawn in any distribution calendar year satisfies first installment will be paid on or within 90 days after the requirements of Code Section 401(a)(9) and the regulations thereunder as applicable to custodial accounts operating under Code Section 403(b)(7) (for this purpose, a “distribution calendar year” is any calendar year Distribution Date with respect to which such Tranche and subsequent installments will be paid on or within 90 days after each of the anniversaries of the Distribution Date with respect to such Tranche during your elected installment period, with each such payment date during such time period within the Corporation’s sole discretion. If you elect to have some or all of your vested Units underlying a distribution from Tranche distributed in annual installments commencing upon a selected date, the Account is required to satisfy Code Section 401(a)(9) and first installment will be paid on or as soon as practicable after, but in all events within the regulations thereunder). The first distribution same calendar year is as, the Distribution Date with respect to such Tranche and subsequent installments will be paid on or as soon as practicable after, but in all events within the same calendar year in which the Employee reaches age 70½ or the year as, each of the Employeeanniversaries of the Distribution Date with respect to such Tranche during your elected installment period with each payment date during such time period within the Corporation’s retirement sole discretion. You may change an election you make pursuant to this Section 5(c) (or termination you may make an initial election in the event that you did not elect a form of employment from payment at the Employertime of your award and, which ever is lateraccordingly, the Units were subject to the lump sum default payment rule) by filing a new written election with the Committee; provided that you must also elect a later Distribution Date pursuant to Section 5(b) as to any Units that are subject to such election and in no event may such an election result in an acceleration of distributions within the meaning of Section 409A of the Code so as to prevent application of the penalty and interest provisions of Section 409A(a)(1)(B) of the Code. Each subsequent calendar year during Distribution Elections may only be made by delivering a written election to the Employee’s lifetime is also a distribution calendar year. The required minimum distribution for Corporation care of its General Counsel in the Employee’s first distribution calendar year must be withdrawn form available on the electronic stock plan award recordkeeping system maintained by the Employee by no later than the Employee’s required beginning date. The required minimum distribution for each subsequent distribution calendar year must be withdrawn by the Employee before the end of such distribution calendar year. In general, the required minimum distribution for any distribution calendar year is the balance in the Employee’s Account as of the end of the calendar year preceding such distribution calendar year divided by the appropriate divisor based upon the Employee’s age in such distribution calendar year in accordance with regulations under Code Section 401(a)(9); however, if the Employee’s sole designated beneficiary is the Employee’s spouse, and the spouse is more than 10 years younger than the Employee, the divisor is the joint life expectancy of the Employee and his spouse based on their attained ages in the distribution calendar year determined under applicable Treasury regulations. If the Employee fails to elect the time Corporation or form of distribution of benefits, the Custodian will assume that the Employee is satisfying any minimum distribution requirements from another Code Section 403(b) arrangement. The Custodian will not distribute any assets from the Employee's Account in the absence of a written withdrawal direction in good order from the Employee (or, if applicable the Employee's beneficiary), and the Custodian will have no liability or responsibility for not making a distribution in such eventits designee.

Form of Distribution. The Employee may elect to receive the assets of his Account, Distributions for other than a financial hardship shall be made in cash any one or in shares, in either more or any combination of the following forms, as directed by the Employee: (a) a single sum; lump sum payment; (b) in withdrawals at such times and in such amounts as the Employee specifies, which can include specification of a regular program of monthly, quarterly quarterly, semiannual or annual installment paymentspayments over a period elected by the Employee/Participant not to extend beyond the Employee/Participant's life expectancy; or (c) in monthly, provided that quarterly, semiannual or annual payments over a period selected by the amount withdrawn Employee/Participant not to exceed the joint life and last survivor expectancy of the Employee/Participant and his or her Beneficiary. At any time prior to commencement of distribution, the Employee/Participant may make or change the foregoing distribution forms by delivering a written notice to the Custodian. Notwithstanding any other provision to the contrary, the Custodian may make an immediate single sum distribution to the Employee/Participant or Beneficiary (if applicable) if the value of the Account does not exceed $3,500. At the discretion of the Custodian, other forms of distribution, if allowed under applicable provisions of the Code, may be allowed. In the event a Employee/Participant does not elect any of the methods of distribution described above on or before such Employee/Participant's 70 1/2 birthday, the Employee/Participant shall be deemed to have elected distribution made on his or her 70 1/2 birthday in the form of periodic payments over the single life expectancy of the Employee/Participant using the declining years method of determining the Employee/Participant's life expectancy multiple; provided, however, the Custodian shall have no liability to the Employee/Participant for any tax penalty or other damages which may result from any inadvertent failure by the Custodian to make such a distribution. Notwithstanding anything in this Agreement to the contrary distributions shall conform to the minimum distribution calendar year satisfies the requirements of Code Section 401(a)(9) and of the regulations thereunder as applicable to custodial accounts operating under Code Section 403(b)(7) (for this purpose, a “distribution calendar year” is any calendar year with respect to which a distribution from the Account is required to satisfy Code Section 401(a)(9) and the regulations thereunder), including Treasury Regulations Sections 1.401(a)(9)-2 and 1.403(b)-2. The first If the value of the Account prior to 1987 is determinable, the pre-1987 amount need not be subject to a required minimum distribution calendar year is until the calendar year in which the Employee reaches age 70½ or the year of the Employee’s retirement /Participant attains age 75, or termination of employment from the Employer, which ever is later. Each subsequent calendar year during the Employee’s lifetime is also a distribution calendar year. The required minimum distribution for the Employee’s first distribution calendar year must such later date as may be withdrawn allowed by the Employee by no later than the Employee’s required beginning date. The required minimum distribution for each subsequent distribution calendar year must be withdrawn by the Employee before the end of such distribution calendar year. In general, the required minimum distribution for any distribution calendar year is the balance in the Employee’s Account as of the end of the calendar year preceding such distribution calendar year divided by the appropriate divisor based upon the Employee’s age in such distribution calendar year in accordance with regulations under Code Section 401(a)(9); however, if the Employee’s sole designated beneficiary is the Employee’s spouse, and the spouse is more than 10 years younger than the Employee, the divisor is the joint life expectancy of the Employee and his spouse based on their attained ages in the distribution calendar year determined under applicable Treasury regulations. If the Employee fails to elect the time law or form of distribution of benefits, the Custodian will assume that the Employee is satisfying any minimum distribution requirements from another Code Section 403(b) arrangement. The Custodian will not distribute any assets from the Employee's Account in the absence of a written withdrawal direction in good order from the Employee (or, if applicable the Employee's beneficiary), and the Custodian will have no liability or responsibility for not making a distribution in such eventregulation.

Form of Distribution. The Employee may Unless you elect otherwise on or before the Grant Date, distribution of your vested Units will be made in a lump sum following your Distribution Date. You may, however, elect to receive have vested Units distributed in the assets form of his Account, in cash two or in shares, in either or any combination more annual installments over a fixed number of the following forms, as directed by the Employee: (a) a single sum; (b) in withdrawals at such times and in such amounts as the Employee specifies, which can include specification of a regular program of monthly, quarterly or annual installment paymentsyears, provided that each installment payment must be for a minimum of 1,000 shares of Common Stock. If you elect to have your vested Units distributed in annual installments commencing upon your Separation from Service or death, the amount withdrawn first installment will be paid on or within 90 days after the Distribution Date and subsequent installments will be paid on or within 90 days after each of the anniversaries of the Distribution Date during your elected installment period, with each such payment date during such time period within the Company’s sole discretion. If you elect to have your vested Units distributed in any distribution annual installments commencing upon a selected date, the first installment will be paid on or as soon as practicable after, but in all events within the same calendar year satisfies as, the requirements Distribution Date and subsequent installments will be paid on or as soon as practicable after, but in all events within the same calendar year as, each of Code the anniversaries of the Distribution Date during your elected installment period with each payment date during such time period within the Company’s sole discretion. You may change an election you make pursuant to this Section 401(a)(9) and the regulations thereunder as applicable to custodial accounts operating under Code Section 403(b)(7III(c) (for this purposeor you may make an initial election in the event that you did not elect a form of payment at the time of your award and, accordingly, your Units were subject to the lump sum default payment rule) by filing a “distribution calendar year” is new written election with the Committee; provided that you must also elect a later Distribution Date pursuant to Section III(b) as to any calendar year with respect Units that are subject to which a distribution from such election and in no event may such an election result in an acceleration of distributions within the Account is required to satisfy Code meaning of Section 401(a)(9) and the regulations thereunder). The first distribution calendar year is the calendar year in which the Employee reaches age 70½ or the year 409A of the Employee’s retirement or termination Code so as to prevent application of employment from the Employer, which ever is laterpenalty and interest provisions of Section 409A(a)(1)(B) of the Code. Each subsequent calendar year during Distribution Elections may only be made by delivering a written election to the Employee’s lifetime is also a distribution calendar year. The required minimum distribution for the Employee’s first distribution calendar year must be withdrawn by the Employee by no later than the Employee’s required beginning date. The required minimum distribution for each subsequent distribution calendar year must be withdrawn by the Employee before the end Company care of such distribution calendar year. In general, the required minimum distribution for any distribution calendar year is the balance its General Counsel in the Employee’s Account form attached as of the end of the calendar year preceding such distribution calendar year divided by the appropriate divisor based upon the Employee’s age in such distribution calendar year in accordance with regulations under Code Section 401(a)(9); however, if the Employee’s sole designated beneficiary is the Employee’s spouse, and the spouse is more than 10 years younger than the Employee, the divisor is the joint life expectancy of the Employee and his spouse based on their attained ages in the distribution calendar year determined under applicable Treasury regulations. If the Employee fails to elect the time or form of distribution of benefits, the Custodian will assume that the Employee is satisfying any minimum distribution requirements from another Code Section 403(b) arrangement. The Custodian will not distribute any assets from the Employee's Account in the absence of a written withdrawal direction in good order from the Employee (or, if applicable the Employee's beneficiary), and the Custodian will have no liability or responsibility for not making a distribution in such eventExhibit B hereto.

Form of Distribution. The Employee may Unless you elect otherwise on or before the Grant Date, distribution of your vested Units with respect to any Tranche will be made in a lump sum following your Distribution Date (as determined under the foregoing provisions of this Section III). You may, however, elect to receive have vested Units with respect to any Tranche distributed in the assets form of his Account, in cash two or in shares, in either or any combination more annual installments over a fixed number of the following forms, as directed by the Employee: (a) a single sum; (b) in withdrawals at such times and in such amounts as the Employee specifies, which can include specification of a regular program of monthly, quarterly or annual installment paymentsyears, provided that each installment payment must be for a minimum of 1,000 shares of Common Stock. If you elect to have some or all of your vested Units underlying a Tranche distributed in annual installments commencing upon your Separation from Service or death, the amount withdrawn in any distribution calendar year satisfies first installment will be paid on or within 90 days after the requirements of Code Section 401(a)(9) and the regulations thereunder as applicable to custodial accounts operating under Code Section 403(b)(7) (for this purpose, a “distribution calendar year” is any calendar year Distribution Date with respect to which such Tranche and subsequent installments will be paid on or within 90 days after each of the anniversaries of the Distribution Date with respect to such Tranche during your elected installment period, with each such payment date during such time period within the Company’s sole discretion. If you elect to have some or all of your vested Units underlying a distribution from Tranche distributed in annual installments commencing upon a selected date, the Account is required to satisfy Code Section 401(a)(9) and first installment will be paid on or as soon as practicable after, but in all events within the regulations thereunder). The first distribution same calendar year is as, the Distribution Date with respect to such Tranche and subsequent installments will be paid on or as soon as practicable after, but in all events within the same calendar year in which the Employee reaches age 70½ or the year as, each of the Employeeanniversaries of the Distribution Date with respect to such Tranche during your elected installment period with each payment date during such time period within the Company’s retirement sole discretion. You may change an election you make pursuant to this Section III(c) (or termination of employment from the Employer, which ever is later. Each subsequent calendar year during the Employee’s lifetime is also a distribution calendar year. The required minimum distribution for the Employee’s first distribution calendar year must be withdrawn by the Employee by no later than the Employee’s required beginning date. The required minimum distribution for each subsequent distribution calendar year must be withdrawn by the Employee before the end of such distribution calendar year. In general, the required minimum distribution for any distribution calendar year is the balance you may make an initial election in the Employee’s Account event that you did not elect a form of payment at the time of your award and, accordingly, your Units were subject to the lump sum default payment rule) by filing a new written election with the Committee; provided that you must also elect a later Distribution Date pursuant to Section III(b) as to any Units that are subject to such election and in no event may such an election result in an acceleration of distributions within the meaning of Section 409A of the end Code so as to prevent application of the calendar year preceding such distribution calendar year divided by the appropriate divisor based upon the Employee’s age in such distribution calendar year in accordance with regulations under Code penalty and interest provisions of Section 401(a)(9); however, if the Employee’s sole designated beneficiary is the Employee’s spouse, and the spouse is more than 10 years younger than the Employee, the divisor is the joint life expectancy 409A(a)(1)(B) of the Employee and his spouse based on their attained ages Code. Distribution Elections may only be made by delivering a written election to the Company care of its General Counsel in the distribution calendar year determined under applicable Treasury regulations. If the Employee fails to elect the time or form of distribution of benefits, the Custodian will assume that the Employee is satisfying any minimum distribution requirements from another Code Section 403(b) arrangement. The Custodian will not distribute any assets from the Employee's Account in the absence of a written withdrawal direction in good order from the Employee (or, if applicable the Employee's beneficiary), and the Custodian will have no liability or responsibility for not making a distribution in such eventattached as Exhibit B hereto.

Form of Distribution. The Employee may Unless you elect otherwise on or before the Award Date, distribution of your vested Units with respect to any Tranche will be made in a lump sum following the Distribution Date (as determined under the foregoing provisions of this Section 6). You may, however, elect to receive have vested Units with respect to any Tranche distributed in the assets form of his Account, in cash two or in shares, in either or any combination more annual installments over a fixed number of the following forms, as directed by the Employee: (a) a single sum; (b) in withdrawals at such times and in such amounts as the Employee specifies, which can include specification of a regular program of monthly, quarterly or annual installment paymentsyears, provided that each installment payment must be for a minimum of 1,000 shares of Common Stock. If you elect to have some or all of your vested Units underlying a Tranche distributed in annual installments commencing upon your Separation from Service or death, the amount withdrawn in any distribution calendar year satisfies first installment will be paid on or within 90 days after the requirements of Code Section 401(a)(9) and the regulations thereunder as applicable to custodial accounts operating under Code Section 403(b)(7) (for this purpose, a “distribution calendar year” is any calendar year Distribution Date with respect to which such Tranche and subsequent installments will be paid on or within 90 days after each of the anniversaries of the Distribution Date with respect to such Tranche during your elected installment period with each payment date during such time period within the Corporation’s sole discretion. If you elect to have some or all of your vested Units underlying a distribution from Tranche distributed in annual installments commencing upon a selected date, the Account is required to satisfy Code Section 401(a)(9) and first installment will be paid on or as soon as practicable after, but in all events within the regulations thereunder). The first distribution same calendar year is as, the Distribution Date with respect to such Tranche and subsequent installments will be paid on or as soon as practicable after, but in all events within the same calendar year in which the Employee reaches age 70½ or the year as, each of the Employeeanniversaries of the Distribution Date with respect to such Tranche during your elected installment period with each payment date during such time period within the Corporation’s retirement sole discretion. You may change an election you make pursuant to this Section 6(c) (or termination you may make an initial election in the event that you did not elect a form of employment from payment at the Employertime of your award and, which ever is lateraccordingly, the Units were subject to the lump sum default payment rule) by filing a new written election with the Committee; provided that you must also elect a later Distribution Date pursuant to Section 6(b) as to any Units that are subject to such election and in no event may such an election result in an acceleration of distributions within the meaning of Section 409A of the Code so as to prevent application of the penalty and interest provisions of Section 409A(a)(1)(B) of the Code. Each subsequent calendar year during Distribution Elections may only be made by delivering a written election to the Employee’s lifetime is also a distribution calendar year. The required minimum distribution for Corporation care of its General Counsel in the Employee’s first distribution calendar year must be withdrawn form available on the electronic stock plan award recordkeeping system maintained by the Employee by no later than the Employee’s required beginning date. The required minimum distribution for each subsequent distribution calendar year must be withdrawn by the Employee before the end of such distribution calendar year. In general, the required minimum distribution for any distribution calendar year is the balance in the Employee’s Account as of the end of the calendar year preceding such distribution calendar year divided by the appropriate divisor based upon the Employee’s age in such distribution calendar year in accordance with regulations under Code Section 401(a)(9); however, if the Employee’s sole designated beneficiary is the Employee’s spouse, and the spouse is more than 10 years younger than the Employee, the divisor is the joint life expectancy of the Employee and his spouse based on their attained ages in the distribution calendar year determined under applicable Treasury regulations. If the Employee fails to elect the time Corporation or form of distribution of benefits, the Custodian will assume that the Employee is satisfying any minimum distribution requirements from another Code Section 403(b) arrangement. The Custodian will not distribute any assets from the Employee's Account in the absence of a written withdrawal direction in good order from the Employee (or, if applicable the Employee's beneficiary), and the Custodian will have no liability or responsibility for not making a distribution in such eventits designee.

Form of Distribution. The Employee may Unless you elect otherwise on or before the Grant Date, distribution of your vested Units with respect to any Tranche will be made in a lump sum following your Distribution Date (as determined under the foregoing provisions of this Section IV). You may, however, elect to receive have vested Units with respect to any Tranche distributed in the assets form of his Account, in cash two or in shares, in either or any combination more annual installments over a fixed number of the following forms, as directed by the Employee: (a) a single sum; (b) in withdrawals at such times and in such amounts as the Employee specifies, which can include specification of a regular program of monthly, quarterly or annual installment paymentsyears, provided that each installment payment must be for a minimum of 1,000 shares of Common Stock. If you elect to have some or all of your vested Units underlying a Tranche distributed in annual installments commencing upon your Separation from Service or death, the amount withdrawn in any distribution calendar year satisfies first installment will be paid on or within 90 days after the requirements of Code Section 401(a)(9) and the regulations thereunder as applicable to custodial accounts operating under Code Section 403(b)(7) (for this purpose, a “distribution calendar year” is any calendar year Distribution Date with respect to which such Tranche and subsequent installments will be paid on or within 90 days after each of the anniversaries of the Distribution Date with respect to such Tranche during your elected installment period with each payment date during such time period within the Company’s sole discretion. If you elect to have some or all of your vested Units underlying a distribution from Tranche distributed in annual installments commencing upon a selected date, the Account is required to satisfy Code Section 401(a)(9) and first installment will be paid on or as soon as practicable after, but in all events within the regulations thereunder). The first distribution same calendar year is as, the Distribution Date with respect to such Tranche and subsequent installments will be paid on or as soon as practicable after, but in all events within the same calendar year in which the Employee reaches age 70½ or the year as, each of the Employeeanniversaries of the Distribution Date with respect to such Tranche during your elected installment period with each payment date during such time period within the Company’s retirement sole discretion. You may change an election you make pursuant to this Section IV(c) (or termination of employment from the Employer, which ever is later. Each subsequent calendar year during the Employee’s lifetime is also a distribution calendar year. The required minimum distribution for the Employee’s first distribution calendar year must be withdrawn by the Employee by no later than the Employee’s required beginning date. The required minimum distribution for each subsequent distribution calendar year must be withdrawn by the Employee before the end of such distribution calendar year. In general, the required minimum distribution for any distribution calendar year is the balance you may make an initial election in the Employee’s Account event that you did not elect a form of payment at the time of your award and, accordingly, your Units were subject to the lump sum default payment rule) by filing a new written election with the Committee; provided that you must also elect a later Distribution Date pursuant to Section IV(b) as to any Units that are subject to such election and in no event may such an election result in an acceleration of distributions within the meaning of Section 409A of the end Code so as to prevent application of the calendar year preceding such distribution calendar year divided by the appropriate divisor based upon the Employee’s age in such distribution calendar year in accordance with regulations under Code penalty and interest provisions of Section 401(a)(9); however, if the Employee’s sole designated beneficiary is the Employee’s spouse, and the spouse is more than 10 years younger than the Employee, the divisor is the joint life expectancy 409A(a)(1)(B) of the Employee and his spouse based on their attained ages Code. Distribution Elections may only be made by delivering a written election to the Company care of its General Counsel in the distribution calendar year determined under applicable Treasury regulations. If the Employee fails to elect the time or form of distribution of benefits, the Custodian will assume that the Employee is satisfying any minimum distribution requirements from another Code Section 403(b) arrangement. The Custodian will not distribute any assets from the Employee's Account in the absence of a written withdrawal direction in good order from the Employee (or, if applicable the Employee's beneficiary), and the Custodian will have no liability or responsibility for not making a distribution in such eventattached as Exhibit B hereto.

Form of Distribution. The Employee may elect to receive the assets of his Account, Distributions for other than a financial hardship shall be made in cash any one or in shares, in either more or any combination of the following forms, as directed by the Employee: (a) a single sumlump sum payment; (b) in withdrawals at such times and in such amounts as the Employee specifies, which can include specification of a regular program of monthly, quarterly quarterly, semiannual or annual installment paymentspayments over a period elected by the Participant not to extend beyond the Participant's life expectancy; or (c) in monthly, provided that quarterly, semiannual or annual payments over a period selected by the amount withdrawn Participant not to exceed the joint life and last survivor expectancy of the Participant and his or her Beneficiary. At any time prior to commencement of distribution, the Participant may make or change the foregoing distribution forms by delivering a written notice to the Custodian. Notwithstanding any other provision to the contrary, the Custodian may make an immediate single sum distribution to the Participant or Beneficiary (if applicable) if the value of the Account does not exceed $3,500. At the discretion of the Custodian, other forms of distribution, if allowed under applicable provisions of the Code, may be allowed. In the event a Participant does not elect any of the methods of distributions described above on or before such Participant's 70 1/2 birthday, the Participant shall be deemed to have elected distribution made on his or her 70 1/2 birthday in the form of periodic payments over the single life expectancy of the participant using the declining years method of determining the Participant's life expectancy multiple; provided, however, the Custodian shall have no liability to the Participant for any tax penalty or other damages which may result from any inadvertent failure by the Custodian to make such a distribution. Notwithstanding anything in this Agreement to the contrary distributions shall conform to the minimum distribution calendar year satisfies the requirements of Code Section 401(a)(9) and of the regulations thereunder as applicable to custodial accounts operating under Code Section 403(b)(7) (for this purpose, a “distribution calendar year” is any calendar year with respect to which a distribution from the Account is required to satisfy Code Section 401(a)(9) and the regulations thereunder), including Treasury Regulations Sections 1.401(a)(9)-2 and 1.403(b)-2. The first If the value of the Account prior to 1987 is determinable, the pre-1987 amount need not be subject to a required minimum distribution calendar year is until the calendar year in which the Employee reaches Participant attains age 70½ 75, or the year of the Employee’s retirement such later date as may be allowed by law or termination of employment from the Employer, which ever is later. Each subsequent calendar year during the Employee’s lifetime is also a distribution calendar year. The required minimum distribution for the Employee’s first distribution calendar year must be withdrawn by the Employee by no later than the Employee’s required beginning date. The required minimum distribution for each subsequent distribution calendar year must be withdrawn by the Employee before the end of such distribution calendar year. In general, the required minimum distribution for any distribution calendar year is the balance in the Employee’s Account as of the end of the calendar year preceding such distribution calendar year divided by the appropriate divisor based upon the Employee’s age in such distribution calendar year in accordance with regulations under Code Section 401(a)(9); however, if the Employee’s sole designated beneficiary is the Employee’s spouse, and the spouse is more than 10 years younger than the Employee, the divisor is the joint life expectancy of the Employee and his spouse based on their attained ages in the distribution calendar year determined under applicable Treasury regulations. If the Employee fails to elect the time or form of distribution of benefits, the Custodian will assume that the Employee is satisfying any minimum distribution requirements from another Code Section 403(b) arrangement. The Custodian will not distribute any assets from the Employee's Account in the absence of a written withdrawal direction in good order from the Employee (or, if applicable the Employee's beneficiary), and the Custodian will have no liability or responsibility for not making a distribution in such eventregulation.

Form of Distribution. The Employee may Unless you elect otherwise on or before the Grant Date, distribution of your vested Units with respect to any Tranche will be made in a lump sum on or as soon as administratively practicable after your Distribution Date, but in no event later than two and one-half (21/2) months after the year in which such Units became vested. You may, however, elect to receive have vested Units with respect to any Tranche distributed in the assets form of his Account, in cash two or in shares, in either or any combination more annual installments over a fixed number of the following forms, as directed by the Employee: (a) a single sum; (b) in withdrawals at such times and in such amounts as the Employee specifies, which can include specification of a regular program of monthly, quarterly or annual installment paymentsyears, provided that each installment payment must be for a minimum of 1,000 shares of Common Stock. If you elect to have some or all of your vested Units underlying a Tranche distributed in annual installments commencing upon your "separation from service" (within the amount withdrawn in any distribution calendar year satisfies meaning of Section 409A) or death, the requirements of Code Section 401(a)(9) and first installment will be paid on or within 90 days after the regulations thereunder as applicable to custodial accounts operating under Code Section 403(b)(7) (for this purpose, a “distribution calendar year” is any calendar year Distribution Date with respect to which such Tranche and subsequent installments will be paid on or within 90 days after each of the anniversaries of the Distribution Date with respect to such Tranche during your elected installment period with each payment date during such time period within the Company's sole discretion. If you elect to have some or all of your vested Units underlying a distribution from Tranche distributed in annual installments commencing upon a selected date, the Account is required to satisfy Code Section 401(a)(9) and first installment will be paid on or as soon as practicable after, but in all events within the regulations thereunder). The first distribution same calendar year is as, the Distribution Date with respect to such Tranche and subsequent installments will be paid on or as soon as practicable after, but in all events within the same calendar year in which the Employee reaches age 70½ or the year as, each of the Employee’s retirement anniversaries of the Distribution Date with respect to such Tranche during your elected installment period with each payment date during such time period within the Company's sole discretion. You may change an election you make pursuant to this Section IV(b) (or termination of employment from the Employer, which ever is later. Each subsequent calendar year during the Employee’s lifetime is also a distribution calendar year. The required minimum distribution for the Employee’s first distribution calendar year must be withdrawn by the Employee by no later than the Employee’s required beginning date. The required minimum distribution for each subsequent distribution calendar year must be withdrawn by the Employee before the end of such distribution calendar year. In general, the required minimum distribution for any distribution calendar year is the balance you may make an initial election in the Employee’s Account event that you did not elect a form of payment at the time of your award and, accordingly, your Units were subject to the lump sum default payment rule) by filing a new written election with the Committee; provided that you must also elect a later Distribution Date pursuant to Section IV(a) as to any Units that are subject to such election and in no event may such an election result in an acceleration of distributions within the meaning of Section 409A of the end Code so as to prevent application of the calendar year preceding such distribution calendar year divided by the appropriate divisor based upon the Employee’s age in such distribution calendar year in accordance with regulations under Code penalty and interest provisions of Section 401(a)(9); however, if the Employee’s sole designated beneficiary is the Employee’s spouse, and the spouse is more than 10 years younger than the Employee, the divisor is the joint life expectancy 409A(a)(1)(B) of the Employee and his spouse based on their attained ages Code. Distribution Elections may only be made by delivering a written election to the Company care of its General Counsel in the distribution calendar year determined under applicable Treasury regulations. If the Employee fails to elect the time or form of distribution of benefits, the Custodian will assume that the Employee is satisfying any minimum distribution requirements from another Code Section 403(b) arrangement. The Custodian will not distribute any assets from the Employee's Account in the absence of a written withdrawal direction in good order from the Employee (or, if applicable the Employee's beneficiary), and the Custodian will have no liability or responsibility for not making a distribution in such eventattached as Exhibit B hereto.