TSR SHARE AWARD AGREEMENT

1.

Terms and Conditions of the Award .

A.

This Agreement sets forth the terms and conditions applicable to the Award of TSR Shares confirmed in the Grant Notice. The Award of TSR Shares is made under Article VIII of the Plan. Unless and until the TSR Shares are vested and certified in the manner set forth in paragraph 1.G. and 2.A. hereof, the Participant shall have no right to settlement of any such TSR Shares.

B.

The Committee may terminate the Award at any time during the Award Period if, in its sole discretion, the Committee determines that the Participant is no longer in a position to have a substantial opportunity to influence the long-term growth of the Company.

C.

The Participant shall be entitled to a Dividend Equivalent with respect to the number of TSR Shares that are actually earned or to which the Participant is determined to be entitled to in accordance with this paragraph 1, in an aggregate amount equal to the product of the number of TSR Shares that are earned and/or become payable, multiplied by each dividend paid on the Common Stock during the period commencing on the first day of the Award Period and ending on the date the TSR Shares are paid to the Participant. Unless prohibited under applicable law or otherwise determined by the Committee in its discretion, the value of such Dividend Equivalents shall be automatically deferred, on behalf of the Participant, into the Participant’s account under the Deferred Compensation Plan in accordance with the Participant’s investment elections under such plan. To the extent the Dividend Equivalents have not been deferred, the Dividend Equivalents shall be paid to the Participant at the same time and in the same form the underlying TSR Shares are paid as contemplated in paragraph 2.A. hereof. For purposes of the time and form of payment requirements of Section 409A of the Code, such Dividend Equivalents shall be treated separately from the TSR Shares.

D.

Prior to settlement of any vested TSR Shares, such TSR Shares will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company. The Company’s obligations under this Agreement shall be unfunded and unsecured, and no special or separate fund shall be established and no other segregation of assets shall be made and the Participant shall have no greater rights than an unsecured general creditor of the Company. Except as otherwise specifically provided in the Grant Notice or this Agreement, the Participant shall have no rights as a stockholder of the Company by virtue of this Award unless and until such Award is determined to be vested and resulting shares of Common Stock are issued to the Participant.

E.

If the Participant’s employment with the Company terminates during the Award Period but after the first anniversary of the Date of Grant because of retirement, disability or job elimination (each, as determined in the Committee’s sole discretion), the Participant shall be entitled to a prorated Award which shall be determined at the end of the Award Period by multiplying the lesser of (i) the target number of TSR Shares subject to the Award and (ii) the number of TSR Shares to which the Participant would otherwise have been entitled had the Participant continued in employment through the duration of the Award Period (based on actual performance as measured against the Award Goals in accordance with Section 162(m) of the Code) by a fraction, the numerator of which is the number of whole months the Participant was employed during the Award Period and the denominator of which is the total number of calendar months in the Award Period, and such Award shall be paid as soon as practicable following the Certification Date (as defined below), subject to paragraph 2.C. hereof; provided , however, that the Committee, in its sole discretion, may determine pursuant to the provisions of the Plan to reduce or eliminate any payout made or to be made to such Participant in respect of his or her Award. In the event of the Participant’s death during the Award Period but after the first anniversary of the Date of Grant, the Committee, in its sole discretion, shall determine the number of TSR Shares to which the Participant should be entitled, if any, not to exceed the maximum number of TSR Shares that are eligible to vest under the Award. Such Award shall be paid to the Participant’s Beneficiary as promptly as practicable following the Certification Date, subject to paragraph 2.C. hereof.

F.

If the Participant’s employment with the Company terminates during the Award Period for any reason other than retirement, disability, job elimination or death, or for any reason before the first anniversary of the Date of Grant, the Participant’s Award shall be forfeited on the date of such termination; provided , however, that the Committee, in its sole discretion, may determine that the Participant will be entitled to a full or partial payout with respect to the Award, but in no event shall the amount of such payout exceed the amount that would be payable based on actual performance as measured against the Award Goals in accordance with Section 162(m) of the Code, in the case of a termination of the Participant’s employment due to retirement or job elimination. Any payout of the Award pursuant to this paragraph 1.F. shall be paid as soon as practicable following the Certification Date, subject to paragraph 2.C. hereof.

G.

The Committee shall determine and certify in accordance with the requirements of Section 162(m) of the Code the extent, if any, to which the applicable Award Goals have been attained and the extent, if any, to which the Award has been earned by the Participant, as of the end of the Award Period or such other date as the Committee may

select in its sole discretion (the “Certification Date”). The Committee shall have the negative discretion to reduce or eliminate any payout for the Award. The Committee may not increase the amount payable as a result of the performance as measured against the Award Goals.

H.

In the event that, during the Change in Control Period (as hereinafter defined), the Participant is subject to an Involuntary Termination (as hereinafter defined), then a number of TSR Shares determined by the Committee, in its sole discretion, but in no event fewer than the number of TSR Shares payable at the “target” level, shall become fully vested, and the payout of the Award shall be made as soon as practicable following the date of the Involuntary Termination, subject to paragraph 2.C. hereof (for avoidance of doubt, the TSR Shares that vest pursuant to this paragraph 1.H. shall not be subject to the performance and certification procedures contemplated by paragraph 1.G. hereof). The Company and the Participant shall take all steps necessary (including with regard to post-termination services by the Participant) to ensure that an Involuntary Termination constitutes a “separation from service” within the meaning of Section 409A of the Code, and notwithstanding anything contained herein to the contrary, the date on which a separation from service takes place for reasons resulting in an Involuntary Termination shall be the date of the Involuntary Termination.