Form of Restricted Stock Unit Award Agreement (Non-Employee Directors)

The RSUs shall vest in accordance with the Vesting Schedule (the period from the Date of Grant until such vesting date, the “Vesting Period”). Any RSUs that do not so become vested will be forfeited, including, except as provided in Section 4(b) or Section 4(c) below, if the Participant ceases to remain in service as a Director for any reason prior to the end of the Vesting Period.

Notwithstanding Section 4(a) above, the RSUs shall become vested, nonforfeitable and payable to the Participant pursuant to Section 5 hereof upon the occurrence of any of the following events in the following manner:

The RSUs shall become vested in full upon the date that the Participant ceases to be a Director by reason of the Participant’s death or Disability. “Disability” shall mean a circumstance in which the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months and otherwise satisfies the requirements to be disabled under Section 409A of the Code.

In the event of a Change in Control that occurs prior to the end of the Vesting Period, the RSUs shall become vested in full and nonforfeitable upon the earlier of: (A) consummation of the Change in Control if the Participant’s service as a Director ceases on the closing date of such Change in Control, or (B) if this award of RSUs is assumed or continued by a successor entity (or parent thereof) following such Change in Control, upon the Participant’s involuntary cessation of service as a Director with such entity.

Payment for the RSUs, after and to the extent they have become vested and nonforfeitable, shall be made in the form of shares of Common Stock. Except as provided in Section 5(b) or 5(c), payment shall be made as soon as administratively practicable following (but no later than thirty (30) days following) the date that the RSUs become nonforfeitable pursuant to Section 4 hereof.

If the RSUs become nonforfeitable (i) by reason of the occurrence of a Change in Control as described in Section 4(c), and if the Change in Control does not constitute a “change in ownership,” “change in effective control,” or “change in the ownership of a substantial portion of the assets” of the Company as those terms are defined under Treasury Regulation § 1.409A-3(i)(5), then payment for the RSUs will be made upon the earliest of (A) the Participant’s “separation from service” with the Company and its Subsidiaries (determined in accordance with Section 409A(a)(2)(A)(i) of the Code), (B) the date the RSUs would have become vested and nonforfeitable under Section 4(a) had the Participant remained as a Director, (C) the Participant’s death, (D) the occurrence of a Change in Control that constitutes a “change in control” for purposes of Section 409A(a)(2)(A)(v) of the Code, or (E) the Participant becoming Disabled.

If the RSUs become payable on the Participant’s “separation from service” with the Company and its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i) of the Code and the Participant is a “specified employee” as determined pursuant to procedures adopted by the Company in compliance with Section 409A of the Code, then payment for the RSUs shall be made on the earlier of the fifth business day of the seventh month after the date of the Participant’s “separation from service” with the Company and its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i) of the Code or the Participant’s death.

Except to the extent provided by Section 409A of the Code and permitted by the Board or the Committee, no shares of Common Stock may be issued to the Participant at a time earlier than otherwise expressly provided in this Agreement.

The Company’s obligations to the Participant with respect to the RSUs will be satisfied in full upon the issuance of shares of Common Stock corresponding to such RSUs.

The Participant shall have no rights of ownership in the shares of Common Stock underlying the RSUs and no right to vote the shares of Common Stock underlying the RSUs until the date on which the shares of Common Stock underlying the RSUs are issued or transferred to the Participant pursuant to Section 5 above.

From and after the Date of Grant and until the earlier of (i) the time when the RSUs become nonforfeitable and are paid in accordance with Section 5 hereof or (ii) the time when the Participant’s right to receive shares of Common Stock in payment of the RSUs is forfeited in accordance with Section 4 hereof, on the date that the Company pays a cash dividend (if any) to holders of shares of Common Stock generally, the Participant shall be credited with cash per RSU equal to the amount of such dividend. Any amounts credited pursuant to the immediately preceding sentence shall be subject to the same applicable terms and conditions (including vesting, payment and forfeitability) as apply to the RSUs based on which the dividend equivalents were credited, and such amounts shall be paid in cash at the same time as the RSUs to which they relate are settled.

The obligations of the Company under this Agreement will be merely that of an unfunded and unsecured promise of the Company to deliver shares of Common Stock in the future, and the rights of the Participant will be no greater than that of an unsecured general creditor. No assets of the Company will be held or set aside as security for the obligations of the Company under this Agreement.

The Participant acknowledges that, if the Participant is a Pennsylvania resident, the Participant is responsible for any and all applicable income and other taxes, as well as any social insurance contributions and other deductions or withholdings required by applicable law, from RSUs, including federal, FICA, state, and local taxes applicable to the Participant (such taxes, the “Tax-Related Items”). The Participant further acknowledges that the Company (i) makes no representations or undertakings regarding the Tax-Related Items in connection with any aspect of the RSUs, including, but not limited to, the grant, vesting, or delivery of shares of Common Stock under this Agreement or with respect to the RSUs, the subsequent sale of shares of Common Stock acquired pursuant to the RSUs, and the receipt of any dividends, and (ii) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items.

If Participant is not a Pennsylvania resident, the Participant acknowledges that any issuance of shares of Common Stock to the Participant pursuant to the RSUs shall

be subject to any applicable tax withholding requirements. The Company shall automatically, not later than the date as of which the transfer of shares of Common Stock pursuant to the RSUs becomes a taxable event for federal income tax or other applicable withholding tax purposes, cause the required minimum federal, state, local, non-U.S., or other taxes required by law to be withheld on account of such taxable event to be satisfied by withholding from shares of Common Stock to be issued to the Participant a number of shares of Common Stock with an aggregate Market Value per Share that would satisfy such minimum withholding obligation.

The Company shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision of the Plan and this Agreement, the Company shall not be obligated to issue any shares of Common Stock pursuant to this Agreement if the issuance thereof would result in a violation of any such law.

Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prevents the Participant from providing, without prior notice to the Company, information to governmental authorities regarding possible legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations, and for purpose of clarity the Participant is not prohibited from providing information voluntarily to the Securities and Exchange Commission pursuant to Section 21F of the Exchange Act.