Common use of Black-Out Periods Clause in Contracts

Black-Out Periods. The Participant acknowledges that, to the extent the vesting of any PSUs occurs during a “blackout” period wherein certain employees, including the Participant, are precluded from selling Stock, the Administrator retains the right, in its sole discretion, to defer the delivery of the Stock pursuant to the PSU; provided, however, that the Administrator will not exercise its right to defer the Participant’s receipt of such Stock if such shares of Stock are specifically covered by a Rule 10b5-1 trading plan of the Participant which causes such shares to be exempt from any applicable blackout period then in effect. In the event the receipt of any shares of Stock is deferred hereunder due to the existence of a regularly scheduled blackout period, such shares will be issued to the Participant on the first day following the termination of such regularly scheduled blackout period; provided, however, that in no event will the issuance of such shares be deferred subsequent to March 15th of the year following the year in which the shares vest. In the event the receipt of any shares of Stock is deferred hereunder due to the existence of a special blackout period, such shares will be issued to the Participant on the first day following the termination of such special blackout period as determined by the Company’s General Counsel or his or her delegatee; provided, however, that in no event will the issuance of such shares be deferred subsequent to March 15th of the year following the year in which such shares vest. Notwithstanding the foregoing, any deferred shares of Stock will be issued promptly to the Participant prior to the termination of the blackout period in the event the Participant ceases to be subject to the blackout period. The Participant hereby represents that he or she accepts the effect of any such deferral under relevant federal, state and local tax laws or otherwise.

Black-Out Periods. The Participant acknowledges that, to the extent the vesting of any PSUs RSUs occurs during a “blackout” period wherein certain employees, including the Participant, are precluded from selling Stock, the Administrator retains the right, in its sole discretion, to defer the delivery of the Stock pursuant to the PSURSU; provided, however, that the Administrator will shall not exercise its right to defer the Participant’s receipt of such Stock if such shares of Stock are specifically covered by a Rule 10b5-1 trading plan of the Participant which causes such shares to be exempt from any applicable blackout period then in effect. In the event the receipt of any shares of Stock is deferred hereunder due to the existence of a regularly scheduled blackout period, such shares will shall be issued to the Participant on the first day following the termination of such regularly scheduled blackout period; provided, however, that in no event will shall the issuance of such shares be deferred subsequent to March 15th of the year following the year in which the shares vestotherwise would have been issued. In the event the receipt of any shares of Stock is deferred hereunder due to the existence of a special blackout period, such shares will shall be issued to the Participant on the first day following the termination of such special blackout period as determined by the Company’s General Counsel or his or her delegatee; provided, however, that in no event will shall the issuance of such shares be deferred subsequent to March 15th of the year following the year in which such shares vestotherwise would have been issued. Notwithstanding the foregoing, any deferred shares of Stock will shall be issued promptly to the Participant prior to the termination of the blackout period in the event the Participant ceases to be subject to the blackout period. The Participant hereby represents that he or she accepts the effect of any such deferral under relevant federal, state and local tax laws or otherwise.

Black-Out Periods. The Participant acknowledges that, to the extent the vesting of any PSUs RSUs occurs during a “blackout” period wherein certain employees, including the Participant, are precluded from selling Stock, the Administrator retains the right, in its sole discretion, to defer the delivery of the Stock pursuant to the PSURSUs; provided, however, that the Administrator will not exercise its right to defer the Participant’s receipt of such Stock if such shares of Stock are specifically covered by a Rule 10b5-1 trading plan of the Participant which conforms to the requirements of Rule 10b5-1 of the Exchange Act and the Company’s policies and procedures with respect to Rule 10b5-1 trading plans and such trading plan causes such shares to be exempt from any applicable blackout period then in effect. In the event the receipt of any shares of Stock is deferred hereunder due to the existence of a regularly scheduled blackout period, such shares will be issued to the Participant on the first day following the termination of such regularly scheduled blackout period; provided, however, that in no event will the issuance of such shares be deferred subsequent to March 15th of the year following the year in which the such shares vest. In the event the receipt of any shares of Stock is deferred hereunder due to the existence of a special blackout period, such shares will be issued to the Participant on the first day following the termination of such special blackout period as determined by the Company’s General Counsel or his or her delegatee; provided, however, that in no event will the issuance of such shares be deferred subsequent to March 15th of the year following the year in which such shares vest. Notwithstanding the foregoing, any deferred shares of Stock will be issued promptly to the Participant prior to the termination of the blackout period in the event the Participant ceases to be subject to the blackout period. The Participant hereby represents that he or she accepts the effect of any such deferral under relevant federal, state and local tax laws or otherwise.

Black-Out Periods. The Participant acknowledges that, to the extent the vesting of any PSUs RSUs occurs during a “blackout” period wherein certain employees, including the Participant, are precluded from selling Stock, the Administrator retains the right, in its sole discretion, to defer the delivery of the Stock pursuant to the PSURSUs; provided, however, that the Administrator will not exercise its right to defer the Participant’s receipt of such Stock if such shares of Stock are specifically covered by a Rule 10b5-1 trading plan of the Participant which causes such shares to be exempt from any applicable blackout period then in effect. In the event the receipt of any shares of Stock is deferred hereunder due to the existence of a regularly scheduled blackout period, such shares will be issued to the Participant on the first day following the termination of such regularly scheduled blackout period; provided, however, that in no event will the issuance of such shares be deferred subsequent to March 15th of the year following the year in which the such shares vest. In the event the receipt of any shares of Stock is deferred hereunder due to the existence of a special blackout period, such shares will be issued to the Participant on the first day following the termination of such special blackout period as determined by the Company’s General Counsel or his or her delegatee; provided, however, that in no event will the issuance of such shares be deferred subsequent to March 15th of the year following the year in which such shares vest. Notwithstanding the foregoing, any deferred shares of Stock will be issued promptly to the Participant prior to the termination of the blackout period in the event the Participant ceases to be subject to the blackout period. The Participant hereby represents that he or she accepts the effect of any such deferral under relevant federal, state and local tax laws or otherwise.

Black-Out Periods. The Participant acknowledges that, 4.1 Black-Out Periods for Securities Holders. (a) No Securities Holder shall offer to the extent the vesting sell or sell any shares of any PSUs occurs during a “blackout” period wherein certain employees, including the Participant, are precluded from selling Stock, the Administrator retains the right, in its sole discretion, to defer the delivery of the Stock Registrable Common pursuant to the PSU; provided, however, that Shelf Registration Statement during the Administrator will not exercise its right 60-day period immediately following the effective date of any Registration Statement filed by the Company in respect of a Company Public Sale Event. (b) No Securities Holder shall offer to defer the Participant’s receipt of such Stock if such shares of Stock are specifically covered by a Rule 10b5-1 trading plan of the Participant which causes such shares to be exempt from any applicable blackout period then in effect. In the event the receipt of sell or sell any shares of Stock is deferred hereunder due Registrable Common pursuant to the existence Shelf Registration Statement, and the Company shall not be required to supplement or amend the Shelf Registration Statement or otherwise facilitate the sale of Registrable Common pursuant thereto, during the 90-day period (or such lesser number of days until the Company makes its next required filing under the Exchange Act) immediately following the receipt by each Securities Holder of a regularly scheduled blackout period, such shares will be issued certificate of an authorized officer of the Company to the Participant on effect that the first day following Board of Directors of the Company has determined in good faith that such offer, sale, supplement or amendment is likely to (1) interfere with or affect the negotiation or completion of any transaction that is being contemplated by the Company (whether or not a final decision has been made to undertake such transaction) at the time the right to delay is exercised, or (2) involve initial or continuing disclosure obligations that might not be in the best interest of the Company or its stockholders. Any period described in subsection 4.l(a) or 4.l(b) during which Securities Holders are not able to sell shares of Registrable Common pursuant to the Shelf Registration Statement is herein referred to as a "black-out" period. The Company shall notify each Securities Holder of the expiration or earlier termination of any "black-out" period (the nature and pendency of which need not be disclosed during such regularly scheduled blackout "black-out" period; provided). (c) The provisions of Section 4.1(a) and 4.1(b) notwithstanding, however, that in (i) no event will black-out period shall commence on a date which is less than 20 days later than the issuance date of such shares be deferred subsequent to March 15th of the year following the year in which the shares vest. In the event the receipt of any shares of Stock is deferred hereunder due to the existence of a special blackout period, such shares will be issued to the Participant on the first day following the termination of such special blackout period as determined by the Company’s General Counsel or his or her delegatee; provided, however, that in no event will the issuance of such shares be deferred subsequent to March 15th of the year following the year in which such shares vest. Notwithstanding the foregoing, any deferred shares of Stock will be issued promptly to the Participant prior to the termination of the blackout then most recent black-out period, and (ii) there shall be no more than two black-out periods during any consecutive 12 month period. (d) The period in during which the event Company is required pursuant to subsection 2.l to keep the Participant ceases to Shelf Registration Statement continuously effective shall be subject extended by a number of days equal to the blackout period. The Participant hereby represents that he or she accepts the effect number of days, if any, of any "black-out" period applicable to Securities Holders pursuant to this subsection 4.1 occurring during such deferral under relevant federalperiod, state and local tax laws plus a number of days equal to the number of days during such period, if any, of any period during which the Securities Holders are unable to sell any shares of Registrable Common pursuant to the Shelf Registration Statement as a result of the happening of any event of the nature described in subsections 5.3(c)(ii), 5.3(c)(iii) or otherwise5.3(c)(v).

Black-Out Periods. The Participant acknowledges that, to the extent the vesting or settlement of any PSUs occurs Performance Stock Units occur during a “blackout” period wherein certain employees, including the Participant, are precluded from selling StockShares, the Administrator Committee retains the right, in its sole discretion, to defer the delivery of the Stock Shares pursuant to the PSUPerformance Stock Units; provided, however, that the Administrator Committee will not exercise its right to defer the Participant’s receipt of such Stock Shares if such shares of Stock Shares are specifically covered by a trading plan of Participant that conforms to the requirements of Rule 10b5-1 of the Exchange Act and the Company’s policies and procedures with respect to Rule 10b5-1 trading plans and such trading plan of the Participant which causes such shares Shares to be exempt from any applicable blackout period then in effect. In the event the receipt of any shares of Stock Shares is deferred hereunder due to the existence of a regularly scheduled blackout period, such shares Shares will be issued to the Participant on the first business day following the termination of such regularly scheduled blackout period; provided, however, that in no event will the issuance of such shares Shares be deferred subsequent to March 15th of the year following the year in which the shares vestPerformance Stock Units are vested and settled. In the event the receipt of any shares of Stock Shares is deferred hereunder due to the existence of a special blackout period, such shares Shares will be issued to the Participant on the first business day following the termination of such special blackout period as determined by the Company’s General Counsel or his or her delegatee; provided, however, that in no event will the issuance of such shares Shares be deferred subsequent to March 15th of the year following the year in which such shares Shares vest. Notwithstanding the foregoing, any deferred shares of Stock Shares will be issued promptly to the Participant prior to the termination of the blackout period in the event the Participant ceases to be subject to the blackout period. The Participant hereby represents that he or she Participant accepts the effect of any such deferral under relevant federal, state and local tax laws on Participant’s liability for taxes or otherwise.

Black-Out Periods. The Participant acknowledges that, to the extent the vesting of any PSUs RSUs occurs during a “blackout” period wherein certain employees, including the Participant, are precluded from selling Stock, the Administrator retains the right, in its sole discretion, to defer the delivery of the Stock pursuant to the PSURSU; provided, however, that the Administrator will not exercise its right to defer the Participant’s receipt of such Stock if such shares of Stock are specifically covered by a Rule 10b5-1 trading plan of the Participant which causes such shares to be exempt from any applicable blackout period then in effect. In the event the receipt of any shares of Stock is deferred hereunder due to the existence of a regularly scheduled blackout period, such shares will be issued to the Participant on the first day following the termination of such regularly scheduled blackout period; provided, however, that in no event will the issuance of such shares be deferred subsequent to March 15th of the year following the year in which the shares vestotherwise would have been issued. In the event the receipt of any shares of Stock is deferred hereunder due to the existence of a special blackout period, such shares will be issued to the Participant on the first day following the termination of such special blackout period as determined by the Company’s General Counsel or his or her delegatee; provided, however, that in no event will the issuance of such shares be deferred subsequent to March 15th of the year following the year in which such shares vestotherwise would have been issued. Notwithstanding the foregoing, any deferred shares of Stock will be issued promptly to the Participant prior to the termination of the blackout period in the event the Participant ceases to be subject to the blackout period. The Participant hereby represents that he or she accepts the effect of any such deferral under relevant federal, state and local tax laws or otherwise.

Black-Out Periods. The Participant acknowledges that, to the extent the vesting or settlement of any PSUs occurs Performance Stock Units occur during a “blackout” period wherein certain employees, including the Participant, are precluded from selling StockShares, the Administrator Committee retains the right, in its sole discretion, to defer the delivery of the Stock Shares (including Restricted Stock) pursuant to the PSUPerformance Stock Units; provided, however, that the Administrator Committee will not exercise its right to defer the Participant’s receipt of such Stock Shares if such shares of Stock Shares are specifically covered by a trading plan of Participant that conforms to the requirements of Rule 10b5-1 of the Exchange Act and the Company’s policies and procedures with respect to Rule 10b5-1 trading plans and such trading plan of the Participant which causes such shares Shares to be exempt from any applicable blackout period then in effect. In the event the receipt of any shares of Stock Shares is deferred hereunder due to the existence of a regularly scheduled blackout period, such shares Shares will be issued to the Participant on the first business day following the termination of such regularly scheduled blackout period; provided, however, that in no event will the issuance of such shares Shares be deferred subsequent to March 15th of the year following the year in which the shares vestPerformance Stock Units are vested and settled. In the event the receipt of any shares of Stock Shares is deferred hereunder due to the existence of a special blackout period, such shares Shares will be issued to the Participant on the first business day following the termination of such special blackout period as determined by the Company’s General Counsel or his or her delegatee; provided, however, that in no event will the issuance of such shares Shares be deferred subsequent to March 15th of the year following the year in which such shares Shares vest. Notwithstanding the foregoing, any deferred shares of Stock Shares will be issued promptly to the Participant prior to the termination of the blackout period in the event the Participant ceases to be subject to the blackout period. The Participant hereby represents that he or she Participant accepts the effect of any such deferral under relevant federal, state and local tax laws on Participant’s liability for taxes or otherwise.

Black-Out Periods. The Participant acknowledges that, to the extent the vesting of any PSUs RSUs occurs during a “blackout” period wherein certain employees, including the Participant, are precluded from selling Stock, the Administrator retains the right, in its sole discretion, to defer the delivery of the Stock pursuant to the PSURSUs; provided, however, that the Administrator will not exercise its right to defer the Participant’s receipt of such Stock if such shares of Stock are specifically covered by a Rule 10b5-1 trading plan of the Participant which causes such shares to be exempt from any applicable blackout period then in effect. In the event the receipt of any shares of Stock is deferred hereunder due to the existence of a regularly scheduled blackout period, such shares will be issued to the Participant on the first day following the termination of such regularly scheduled blackout period; provided, however, that in no event will the issuance of such shares be deferred subsequent to March 15th of the year following the year in which the such shares vest. In the event the receipt of any shares of Stock is deferred hereunder due to the existence of a special blackout period, such shares will be issued to the Participant on the first day following the termination of such special blackout period as determined by the Company’s General Counsel or his or her delegatee; provided, however, that in no event will the issuance of such shares be deferred subsequent to March 15th of the year following the year in which such shares vest. Notwithstanding the foregoing, any deferred shares of Stock will be issued promptly to the Participant prior to the termination of the blackout period in the event the Participant ceases to be subject to the blackout period. The Participant hereby represents that he or she accepts the effect of any such deferral under relevant federal, state and local tax laws or otherwise. Regardless of any blackout period, any cross-border cash remittance made to transfer proceeds received upon the sale of Stock must be made through a locally authorized financial institution or registered foreign exchange agency and may require Participant to provide to such entity certain information regarding the transaction.

Black-Out Periods. The Participant acknowledges that, to the extent the vesting of any PSUs RSUs occurs during a “blackout” period wherein certain employees, including the Participant, are precluded from selling Stock, the Administrator retains the right, in its sole discretion, to defer the delivery of the Stock pursuant to the PSURSU; provided, however, that the Administrator will shall not exercise its right to defer the Participant’s receipt of such Stock if such shares of Stock are specifically covered by a Rule 10b5-1 trading plan of the Participant which causes such shares to be exempt from any applicable blackout period then in effect. In the event the receipt of any shares of Stock is deferred hereunder due to the existence of a regularly scheduled blackout period, such shares will shall be issued to the Participant on the first day following the termination of such regularly scheduled blackout period; provided, however, that in no event will shall the issuance of such shares be deferred subsequent to March 15th of the year following the year in which the shares vestotherwise would have been issued. In the event the receipt of any shares of Stock is deferred hereunder due to the existence of a special blackout period, such shares will shall be issued to the Participant on the first day following the termination of #PageNum# such special blackout period as determined by the Company’s General Counsel or his or her delegatee; provided, however, that in no event will shall the issuance of such shares be deferred subsequent to March 15th of the year following the year in which such shares vestotherwise would have been issued. Notwithstanding the foregoing, any deferred shares of Stock will shall be issued promptly to the Participant prior to the termination of the blackout period in the event the Participant ceases to be subject to the blackout period. The Participant hereby represents that he or she accepts the effect of any such deferral under relevant federal, state and local tax laws or otherwise.