Exhibit 10.5
RESTRICTED STOCK UNIT AWARD AGREEMENT
(CASH ONLY)
ADDENDUM
THIS ADDENDUM
TO THE RESTRICTED STOCK UNIT AWARD AGREEMENT (CASH ONLY) provides the rules and procedures
relating to the grant of the Award and the operation of the Restricted Stock Unit Account and the
Dividend Equivalent Unit Account.
A.
Whenever the following terms are used in the Restricted Stock Unit
Award Agreement or in this Addendum, they shall have the meaning specified below, unless the
context clearly indicates to the contrary:
Dividend Equivalent Unit Account means the memorandum account maintained by the
Company or its agent on behalf of Colleague which is credited with Dividend Equivalent
Units.
Dividend Equivalent Unit
means a unit of measurement which is deemed for bookkeeping and
payment purposes to represent one dollar ($1.00) solely for purposes of this Agreement.
Fair Market Value shall mean, with respect to Common Stock of the Company, the price at
which the Stock sold on the last normal transaction of the trading day on a specified date, or if
no trading occurs on such specified date, on the most recent preceding business day on which
trading occurred, as quoted on the New York Stock Exchange.
Restricted Stock Unit
means a non-voting unit of measurement which is deemed for
bookkeeping and payment purposes to represent one outstanding share of Common Stock of the Company
solely for purposes of this Agreement.
Restricted Stock Unit
Account means the memorandum account maintained by the Company
on behalf of each Colleague which is credited with Restricted Stock Units under this
Agreement. Each Restricted Stock Unit represents the right to receive a distribution of cash
in the amount of the Fair Market Value of one Share at the date of distribution as provided in the
Restricted Stock Unit Award Agreement and this Addendum.
Shares means shares of the Company’s Common Stock.
B.
Restricted Stock Unit Account. As soon as practical following the Award Date, the Company shall credit
the Colleague’s Restricted Stock Unit Account with the number of Restricted Stock Units
awarded.
C.
Dividend Equivalent Unit Account. As soon as practical following each of the Company’s
dividend payable dates, the Colleague’s Dividend Equivalent Unit Account shall be credited
with the number of Dividend Equivalent Units equal to the dividends paid by the Company during the
quarter on a number of Shares equal to the aggregate number of Restricted Stock Units in the
Colleague’s Restricted Stock Unit Account as of the record date for such quarter’s
dividend payment.
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