Deferred Stock Unit Award. A [Year] DSU Award account has been established on your behalf under the Plan, and it has been credited with [______] deferred stock units.

Nature of Deferred Stock Unit Award. Your DSU Award represents an unfunded and unsecured promise by the Company to pay amounts in the future in accordance with the terms of this DSU Award. The DSU Award does not entitle you to vote any shares of the Company’s common stock or receive actual dividends. Your DSU Award may not be transferred, assigned, hypothecated, pledged, or otherwise encumbered or subjected to any lien, obligation, or liability of you or any other party.

Vesting in Deferred Stock Units. Your DSU Award will vest on [Date] if you continue to be a member of the Company’s Board of Directors on that date. Notwithstanding the foregoing, 100% of your DSU Award will vest in the event of your death or the termination of your service as a member of the Company’s Board of Directors as a result of your disability.

Effect of Termination of Board Service. If, before this DSU Award is vested, your service as a member of the Company’s Board of Directors terminates on account of any reason other than your death or disability, your DSU Award will be forfeited on your service termination date.

Dividend Equivalents. Your DSU Award account will earn credits equal to any dividends declared by the Board of Directors on the Company’s common stock (“Dividend Equivalents”). These Dividend Equivalents will be equal to the dividends payable on the same number of shares of stock as the number of deferred stock units granted under this DSU Award.

Reservation of Right to Modify Award to Comply with Section 409A. This DSU Award is intended to comply with section 409A of the U.S. Internal Revenue Code, and the Company reserves the authority to amend this DSU Award as necessary to comply with section 409A.