Form of Director Award Agreement

Total number of Restricted Stock Units covered by the Restricted Stock Unit Award:

Vesting Schedule.  Except as otherwise provided in this Agreement, this Restricted Stock Unit Award will become one-hundred percent (100%) cliff vested on [______] (and 0% vested before that date).

Terms and Conditions.

Dividend Equivalent Rights.  Subject to the restrictions, limitations and conditions described in the Plan and/or this Agreement, Restricted Stock Units will earn dividend equivalent rights during the vesting period at the rate of dividends per share paid by the Company on the Company’s Stock.  Dividend equivalent rights will be accrued but not paid until the Restricted Stock Units are earned, vested and issued.  Dividend equivalent rights will be forfeited if the Restricted Stock Units are forfeited.

No Voting Rights.  The Grantee shall not be entitled to vote the Restricted Stock Units granted hereunder.

Accelerated Vesting on Change in Control, Death or Disability.

In the event of the Grantee’s Involuntary Termination at or within 24 months following a Change in Control (including a resignation for “Good Reason”), all Restricted Stock Unit Awards held by the Grantee will become fully vested.  In addition, in the event a successor entity does not assume outstanding Awards granted under the Plan following a Change in Control, such Awards will vest in full.

In the event of the Grantee’s death or Disability during the vesting period, the Grantee (or the Grantee’s beneficiary, as applicable) shall become fully vested in all outstanding Restricted Stock Unit Awards subject to this Agreement.

In the event that a Grantee: (i) fails to seek re-election to the Board of Directors, or (ii) seeks re-election to the Board of Directors and is not re-elected during the vesting period, all Restricted Stock Unit Awards granted to a Grantee that have not vested will expire and be forfeited as of the date of the applicable Company stockholder meeting.

Other than as set forth in Sections 7.1, 7.2 and 7.3 above, no Restricted Stock Unit Award will vest in less than the one year from the date of grant.

Termination by the Company for Cause.  In the event Grantee’s service with the Company is terminated by the Company for “Cause” all unvested Restricted Stock Units shall be forfeited by Grantee as of the date of Grantee’s termination (the “Termination Date”).

Termination by Grantee.  If Grantee terminates Service prior to the last vesting date set forth in Section 4 above for any reason not set forth in this Section 8 or Section 7 above, all remaining Restricted Stock Units will be forfeited.

This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Grantee.

This Restricted Stock Unit Award shall be governed by and construed in accordance with the laws of the State of New York, without regard to its principles of conflicts of laws, except as superseded by federal law.

This Restricted Stock Unit Award is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Company will not be obligated to issue any shares of Common Stock hereunder if the issuance of such shares would constitute a violation of any such law, regulation or order or any provision thereof.

The granting of this Restricted Stock Unit Award does not confer upon the Grantee any right to be retained in the employ of the Company or any subsidiary.