As a participant in the Company’s long-term incentive compensation program for the __________ Performance Period which covers the fiscal years beginning __________ and __________ (the “Performance Period”), you were granted a long-term incentive award that will be payable following the end of the Performance Period, provided the performance goals set by the Compensation and Management Resources Committee (the “Compensation Committee”) of the Board of Directors of the Company on ________ for the Performance Period are achieved. The award is payable as follows: 25 percent of the award is payable in cash under the Long-Term Incentive Compensation Plan (the “LTIP”), and 75 percent of the award is payable in restricted stock units (“RSUs”) under the Plan as provided herein. The RSUs are intended to constitute “Other Stock-Based Awards” under the Plan. Each RSU represents the right to receive one share of the Company’s Common Stock, par value $.01 per share (“Common Stock”), upon the satisfaction of the terms and conditions set forth in this Agreement and the Plan.