Common use of Certification and Payment Clause in Contracts

Certification and Payment. 4.1 As soon as practicable following the release of earnings by the Company, the Peer Group Companies and the PG Peer Companies for the last year of the Performance Period, the Company shall calculate the Payout Factor and the corresponding number of Performance Shares issuable to the Employee based on the Payout Factor, and shall submit these calculations to the Committee. Notwithstanding anything to the contrary in this Agreement, the Committee may, in its sole discretion, reduce by up to 50% the calculated numbers of Performance Shares to be issued based on circumstances relating to the performance of the Company or the Employee. No later than the March 15 immediately following the Vesting Date the Committee shall certify in writing (which may consist of approved minutes of a Committee meeting) the TSR Rank, XXX Rank and Premium Growth Rank attained by the Company for the Performance Period, and the number of Performance Shares issuable to the Employee based on those performance levels. Subject to applicable tax withholding, the number of Performance Shares so certified shall be issued to the Employee as soon as practicable following such certification, but no Performance Shares shall be issued prior to certification. No fractional shares shall be issued and the number of Performance Shares deliverable shall be rounded to the nearest whole share. 4.2 If, after the certification and payment under this Agreement, any Peer Group Company restates its financial statements for any year of the Performance Period for a reason other than a change in accounting principles or guidance, and if such restatement would result in an improvement in the Company’s XXX Rank or Premium Growth Rank, the Company shall recalculate the Payout Factor and submit it for certification at the next meeting of the Committee, and promptly following such certification any additional Performance Shares resulting from the recalculation shall be issued to the Employee, subject to applicable tax withholding.

Certification and Payment. 4.1 As soon as practicable At the regularly scheduled meeting of the Committee held in February of the year immediately following the release of earnings by the Company, the Peer Group Companies and the PG Peer Companies for the last final year of the Award Period (the “Certification Meeting”), the Committee shall determine the Strategic Payout Factor and certify in writing (which may consist of approved minutes of the Certification Meeting) the number of Strategic Performance PeriodShares deliverable to Recipient and the amount of the Strategic Dividend Equivalent Cash Award payable to Recipient. Prior to the Certification Meeting, the Company shall calculate the Payout Factor number of 162(m) Performance Shares deliverable and the corresponding number amount of Performance Shares issuable the 162(m) Dividend Equivalent Cash Award payable to the Employee based on the Payout FactorRecipient, and shall submit these calculations to the Committee. Notwithstanding anything At or prior to the contrary in this AgreementCertification Meeting, the Committee may, in its sole discretion, reduce by up to 50% the calculated numbers of Performance Shares to be issued based on circumstances relating to the performance of the Company or the Employee. No later than the March 15 immediately following the Vesting Date the Committee shall certify in writing (which may consist of approved minutes of a Committee meetingthe Certification Meeting) the levels of TSR Rank, XXX Rank and Premium Growth Rank attained by the Company for and the Performance PeriodPeer Group Companies, the levels of Cumulative EPS and Average ROIC attained by the Company, the number of 162(m) Performance Shares issuable deliverable to Recipient and the Employee based on those performance levelsamount of the 162(m) Dividend Equivalent Cash Award payable to Recipient. Subject to applicable tax withholding, the number of Performance Shares amounts so certified shall be issued to delivered or paid (as applicable) on a date (the Employee as soon as practicable “Payment Date”) that is the later of March 1, 2019 or five business days following such certificationthe Certification Meeting, but and no Performance Shares amounts shall be issued delivered or paid prior to certification. No fractional shares shall be issued delivered and the number of Performance Shares deliverable shall be rounded to the nearest whole share. 4.2 If. Notwithstanding the foregoing, after if Recipient shall have made a valid election to defer receipt of Performance Shares or Dividend Equivalent Cash Awards pursuant to the certification and payment under this Agreement, any Peer Group Company restates its financial statements for any year terms of the Performance Period for a reason other than a change in accounting principles or guidance, and if such restatement would result in an improvement in the Company’s XXX Rank or Premium Growth RankDeferred Compensation Plan for Directors and Executives (the “DCP”), the Company shall recalculate the Payout Factor and submit it for certification at the next meeting payment of the Committee, and promptly following such certification any additional Performance Shares resulting from the recalculation award shall be issued to the Employee, subject to applicable tax withholdingmade in accordance with that election.

Certification and Payment. 4.1 As soon as practicable At the regularly scheduled meeting of the Committee held in February of the year immediately following the release of earnings by the Company, the Peer Group Companies and the PG Peer Companies for the last final year of the Award Period (the “Certification Meeting”), the Committee shall determine the Strategic Payout Factor and certify in writing (which may consist of approved minutes of the Certification Meeting) the number of Strategic Performance PeriodShares deliverable to Recipient and the amount of the Strategic Dividend Equivalent Cash Award payable to Recipient. Prior to the Certification Meeting, the Company shall calculate the Payout Factor number of TSR Performance Shares deliverable and the corresponding number amount of Performance Shares issuable the TSR Dividend Equivalent Cash Award payable to the Employee based on the Payout FactorRecipient, and shall submit these calculations to the Committee. Notwithstanding anything At or prior to the contrary in this AgreementCertification Meeting, the Committee may, in its sole discretion, reduce by up to 50% the calculated numbers of Performance Shares to be issued based on circumstances relating to the performance of the Company or the Employee. No later than the March 15 immediately following the Vesting Date the Committee shall certify in writing (which may consist of approved minutes of a Committee meetingthe Certification Meeting) the levels of TSR Rank, XXX Rank and Premium Growth Rank attained by the Company for and the Performance PeriodPeer Group Companies, and the number of TSR Performance Shares issuable deliverable to Recipient and the Employee based on those performance levelsamount of the TSR Dividend Equivalent Cash Award payable to Recipient. Subject to applicable tax withholding, the number of Performance Shares amounts so certified shall be issued to the Employee delivered or paid (as applicable) as soon as practicable following such certificationthe Certification Meeting, but and no Performance Shares amounts shall be issued delivered or paid prior to certification. No fractional shares shall be issued delivered and the number of Performance Shares deliverable shall be rounded to the nearest whole share. 4.2 If. Notwithstanding the foregoing, after if Recipient shall have made a valid election to defer receipt of Performance Shares or Dividend Equivalent Cash Awards pursuant to the certification and payment under this Agreement, any Peer Group Company restates its financial statements for any year terms of the Performance Period for a reason other than a change in accounting principles or guidance, and if such restatement would result in an improvement in the Company’s XXX Rank or Premium Growth RankExecutive Deferred Compensation Plan, the Company shall recalculate the Payout Factor and submit it for certification at the next meeting payment of the Committee, and promptly following such certification any additional Performance Shares resulting from the recalculation award shall be issued to the Employee, subject to applicable tax withholdingmade in accordance with that election.

Certification and Payment. 4.1 As soon as practicable At the regularly scheduled meeting of the Committee held in February of the year immediately following the release of earnings by the Company, the Peer Group Companies and the PG Peer Companies for the last final year of the Award Period (the “Certification Meeting”), the Committee shall determine the Strategic Payout Factor and certify in writing (which may consist of approved minutes of the Certification Meeting) the number of Strategic Performance PeriodShares deliverable to Recipient and the amount of the Strategic Dividend Equivalent Cash Award payable to Recipient. Prior to the Certification Meeting, the Company shall calculate the Payout Factor number of TSR Performance Shares deliverable and the corresponding number amount of Performance Shares issuable the TSR Dividend Equivalent Cash Award payable to the Employee based on the Payout FactorRecipient, and shall submit these calculations to the Committee. Notwithstanding anything At or prior to the contrary in this AgreementCertification Meeting, the Committee may, in its sole discretion, reduce by up to 50% the calculated numbers of Performance Shares to be issued based on circumstances relating to the performance of the Company or the Employee. No later than the March 15 immediately following the Vesting Date the Committee shall certify in writing (which may consist of approved minutes of a Committee meetingthe Certification Meeting) the levels of TSR Rank, XXX Rank and Premium Growth Rank attained by the Company for and the Performance PeriodPeer Group Companies, and the number of TSR Performance Shares issuable deliverable to Recipient and the Employee based on those performance levelsamount of the TSR Dividend Equivalent Cash Award payable to Recipient. Subject to applicable tax withholding, the number of Performance Shares amounts so certified shall be issued to delivered or paid (as applicable) on a date (the Employee as soon as practicable “Payment Date”) that is the later of March 1, 2013 or five business days following such certificationthe Certification Meeting, but and no Performance Shares amounts shall be issued delivered or paid prior to certification. No fractional shares shall be issued delivered and the number of Performance Shares deliverable shall be rounded to the nearest whole share. 4.2 If. Notwithstanding the foregoing, after if Recipient shall have made a valid election to defer receipt of Performance Shares or Dividend Equivalent Cash Awards pursuant to the certification and payment under this Agreement, any Peer Group Company restates its financial statements for any year terms of the Performance Period for a reason other than a change in accounting principles or guidance, and if such restatement would result in an improvement in the Company’s XXX Rank or Premium Growth RankDeferred Compensation Plan for Directors and Executives (the “DCP”), the Company shall recalculate the Payout Factor and submit it for certification at the next meeting payment of the Committee, and promptly following such certification any additional Performance Shares resulting from the recalculation award shall be issued to the Employee, subject to applicable tax withholdingmade in accordance with that election.

Certification and Payment. 4.1 As soon as practicable At the regularly scheduled meeting of the Committee held in February of the year immediately following the release of earnings by the Company, the Peer Group Companies and the PG Peer Companies for the last final year of the Performance Award Period (the “Certification Meeting”), the Committee shall review the Company’s results for the Award Period. Prior to the Certification Meeting, the Company shall calculate the Payout Factor and the corresponding number of Performance Shares issuable deliverable and the amount of the Dividend Equivalent Cash Award payable to the Employee based on the Payout FactorRecipient, and shall submit these calculations to the Committee. Notwithstanding anything At or prior to the contrary in this AgreementCertification Meeting, the Committee may, in its sole discretion, reduce by up to 50% the calculated numbers of Performance Shares to be issued based on circumstances relating to the performance of the Company or the Employee. No later than the March 15 immediately following the Vesting Date the Committee shall certify in writing (which may consist of approved minutes of a Committee meetingthe Certification Meeting) the levels of TSR Rank, XXX Rank and Premium Growth Rank attained by the Company for and the Performance PeriodPeer Group Companies, the levels of Cumulative Acquisition EBITDA, Cumulative EPS and Average ROIC attained by the Company, the number of Performance Shares issuable deliverable to Recipient and the Employee based on those performance levelsamount of the Dividend Equivalent Cash Award payable to Recipient. Subject to applicable tax withholding, the number of Performance Shares amounts so certified shall be issued to delivered or paid (as applicable) on a date (the Employee as soon as practicable “Payment Date”) that is the later of March 1, 2020 or five business days following such certificationthe Certification Meeting, but and no Performance Shares amounts shall be issued delivered or paid prior to certification. No fractional shares shall be issued delivered and the number of Performance Shares deliverable shall be rounded to the nearest whole share. 4.2 If. Notwithstanding the foregoing, after if Recipient shall have made a valid election to defer receipt of Performance Shares or the certification and payment under this Agreement, any Peer Group Company restates its financial statements for any year Dividend Equivalent Cash Award pursuant to the terms of the Performance Period for a reason other than a change in accounting principles or guidance, and if such restatement would result in an improvement in the Company’s XXX Rank or Premium Growth RankDeferred Compensation Plan for Directors and Executives (the “DCP”), the Company shall recalculate the Payout Factor and submit it for certification at the next meeting payment of the Committee, and promptly following such certification any additional Performance Shares resulting from the recalculation award shall be issued to the Employee, subject to applicable tax withholdingmade in accordance with that election.

Certification and Payment. 4.1 As soon as practicable At the regularly scheduled meeting of the Committee held in February of the year immediately following the release of earnings by the Company, the Peer Group Companies and the PG Peer Companies for the last final year of the Award Period (the “Certification Meeting”), the Committee shall determine the Strategic Payout Factor and certify in writing (which may consist of approved minutes of the Certification Meeting) the number of Strategic Performance PeriodShares deliverable to Recipient and the amount of the Strategic Dividend Equivalent Cash Award payable to Recipient. Prior to the Certification Meeting, the Company shall calculate the Payout Factor number of TSR Performance Shares deliverable and the corresponding number amount of Performance Shares issuable the TSR Dividend Equivalent Cash Award payable to the Employee based on the Payout FactorRecipient, and shall submit these calculations to the Committee. Notwithstanding anything At or prior to the contrary in this AgreementCertification Meeting, the Committee may, in its sole discretion, reduce by up to 50% the calculated numbers of Performance Shares to be issued based on circumstances relating to the performance of the Company or the Employee. No later than the March 15 immediately following the Vesting Date the Committee shall certify in writing (which may consist of approved minutes of a Committee meetingthe Certification Meeting) the levels of TSR Rank, XXX Rank and Premium Growth Rank attained by the Company for and the Performance PeriodPeer Group Companies, and the number of TSR Performance Shares issuable deliverable to Recipient and the Employee based on those performance levelsamount of the TSR Dividend Equivalent Cash Award payable to Recipient. Subject to applicable tax withholding, the number of Performance Shares amounts so certified shall be issued to delivered or paid (as applicable) on a date (the Employee as soon as practicable “Payment Date”) that is the later of March 1, 2015 or five business days following such certificationthe Certification Meeting, but and no Performance Shares amounts shall be issued delivered or paid prior to certification. No fractional shares shall be issued delivered and the number of Performance Shares deliverable shall be rounded to the nearest whole share. 4.2 If. Notwithstanding the foregoing, after if Recipient shall have made a valid election to defer receipt of Performance Shares or Dividend Equivalent Cash Awards pursuant to the certification and payment under this Agreement, any Peer Group Company restates its financial statements for any year terms of the Performance Period for a reason other than a change in accounting principles or guidance, and if such restatement would result in an improvement in the Company’s XXX Rank or Premium Growth RankDeferred Compensation Plan for Directors and Executives (the “DCP”), the Company shall recalculate the Payout Factor and submit it for certification at the next meeting payment of the Committee, and promptly following such certification any additional Performance Shares resulting from the recalculation award shall be issued to the Employee, subject to applicable tax withholdingmade in accordance with that election.

Certification and Payment. 4.1 As soon as practicable following the release of earnings by the Company, Company and the Peer Group Companies and the PG Peer Companies for the last year of the Performance Period, the Company shall calculate the Payout Factor and the corresponding number of Performance Shares issuable to the Employee based on the Payout Factor, and shall submit these calculations to the Committee. Notwithstanding anything to the contrary in this Agreement, the Committee may, in its sole discretion, reduce by up to 50% the calculated numbers of Performance Shares to be issued based on circumstances relating to the performance of the Company or the Employee. No later than the March 15 immediately following the Vesting Date the Committee shall certify in writing (which may consist of approved minutes of a Committee meeting) the TSR Rank, XXX Rank and Premium Growth XXX Rank attained by the Company for the Performance Period, and the number of Performance Shares issuable to the Employee based on those performance levels. Subject to applicable tax withholding, the number of Performance Shares so certified shall be issued to the Employee as soon as practicable following such certification, but no Performance Shares shall be issued prior to certification. No fractional shares shall be issued and the number of Performance Shares deliverable shall be rounded to the nearest whole share. 4.2 If, after the certification and payment under this Agreement, any Peer Group Company restates its financial statements for any year of the Performance Period for a reason other than a change in accounting principles or guidance, and if such restatement would result in an improvement in the Company’s XXX Rank or Premium Growth Rank, the Company shall recalculate the Payout Factor and submit it for certification at the next meeting of the Committee, and promptly following such certification any additional Performance Shares resulting from the recalculation shall be issued to the Employee, subject to applicable tax withholding.

Certification and Payment. 4.1 As soon as practicable At the regularly scheduled meeting of the Committee held in February of the year immediately following the release of earnings by the Company, the Peer Group Companies and the PG Peer Companies for the last final year of the Award Period (the “Certification Meeting”), the Committee shall determine the Strategic Payout Factor and certify in writing (which may consist of approved minutes of the Certification Meeting) the number of Strategic Performance PeriodShares deliverable to Recipient and the amount of the Strategic Dividend Equivalent Cash Award payable to Recipient. Prior to the Certification Meeting, the Company shall calculate the Payout Factor number of TSR Performance Shares deliverable and the corresponding number amount of Performance Shares issuable the TSR Dividend Equivalent Cash Award payable to the Employee based on the Payout FactorRecipient, and shall submit these calculations to the Committee. Notwithstanding anything At or prior to the contrary in this AgreementCertification Meeting, the Committee may, in its sole discretion, reduce by up to 50% the calculated numbers of Performance Shares to be issued based on circumstances relating to the performance of the Company or the Employee. No later than the March 15 immediately following the Vesting Date the Committee shall certify in writing (which may consist of approved minutes of a Committee meetingthe Certification Meeting) the levels of TSR Rank, XXX Rank and Premium Growth Rank attained by the Company for and the Performance PeriodPeer Group Companies, and the number of TSR Performance Shares issuable deliverable to Recipient and the Employee based on those performance levelsamount of the TSR Dividend Equivalent Cash Award payable to Recipient. Subject to applicable tax withholding, the number of Performance Shares amounts so certified shall be issued to delivered or paid (as applicable) on a date (the Employee as soon as practicable “Payment Date”) that is the later of March 1, 2014 or five business days following such certificationthe Certification Meeting, but and no Performance Shares amounts shall be issued delivered or paid prior to certification. No fractional shares shall be issued delivered and the number of Performance Shares deliverable shall be rounded to the nearest whole share. 4.2 If. Notwithstanding the foregoing, after if Recipient shall have made a valid election to defer receipt of Performance Shares or Dividend Equivalent Cash Awards pursuant to the certification and payment under this Agreement, any Peer Group Company restates its financial statements for any year terms of the Performance Period for a reason other than a change in accounting principles or guidance, and if such restatement would result in an improvement in the Company’s XXX Rank or Premium Growth RankDeferred Compensation Plan for Directors and Executives (the “DCP”), the Company shall recalculate the Payout Factor and submit it for certification at the next meeting payment of the Committee, and promptly following such certification any additional Performance Shares resulting from the recalculation award shall be issued to the Employee, subject to applicable tax withholdingmade in accordance with that election.

Certification and Payment. 4.1 As soon as practicable At the regularly scheduled meeting of the Committee held in February of the year immediately following the release of earnings by the Company, the Peer Group Companies and the PG Peer Companies for the last final year of the Award Period (the “Certification Meeting”), the Committee shall determine the Strategic Payout Factor and certify in writing (which may consist of approved minutes of the Certification Meeting) the number of Strategic Performance PeriodShares deliverable to Recipient and the amount of the Strategic Dividend Equivalent Cash Award payable to Recipient. Prior to the Certification Meeting, the Company shall calculate the Payout Factor number of 162(m) Performance Shares deliverable and the corresponding number amount of Performance Shares issuable the 162(m) Dividend Equivalent Cash Award payable to the Employee based on the Payout FactorRecipient, and shall submit these calculations to the Committee. Notwithstanding anything At or prior to the contrary in this AgreementCertification Meeting, the Committee may, in its sole discretion, reduce by up to 50% the calculated numbers of Performance Shares to be issued based on circumstances relating to the performance of the Company or the Employee. No later than the March 15 immediately following the Vesting Date the Committee shall certify in writing (which may consist of approved minutes of a Committee meetingthe Certification Meeting) the levels of TSR Rank, XXX Rank and Premium Growth Rank attained by the Company for and the Performance PeriodPeer Group Companies, the levels of Cumulative EPS and Average ROIC attained by the Company, the number of 162(m) Performance Shares issuable deliverable to Recipient and the Employee based on those performance levelsamount of the 162(m) Dividend Equivalent Cash Award payable to Recipient. Subject to applicable tax withholding, the number of Performance Shares amounts so certified shall be issued to delivered or paid (as applicable) on a date (the Employee as soon as practicable “Payment Date”) that is the later of March 1, 2017 or five business days following such certificationthe Certification Meeting, but and no Performance Shares amounts shall be issued delivered or paid prior to certification. No fractional shares shall be issued delivered and the number of Performance Shares deliverable shall be rounded to the nearest whole share. 4.2 If. Notwithstanding the foregoing, after if Recipient shall have made a valid election to defer receipt of Performance Shares or Dividend Equivalent Cash Awards pursuant to the certification and payment under this Agreement, any Peer Group Company restates its financial statements for any year terms of the Performance Period for a reason other than a change in accounting principles or guidance, and if such restatement would result in an improvement in the Company’s XXX Rank or Premium Growth RankDeferred Compensation Plan for Directors and Executives (the “DCP”), the Company shall recalculate the Payout Factor and submit it for certification at the next meeting payment of the Committee, and promptly following such certification any additional Performance Shares resulting from the recalculation award shall be issued to the Employee, subject to applicable tax withholdingmade in accordance with that election.

Certification and Payment. 4.1 As soon as practicable At the regularly scheduled meeting of the Committee held in February of the year immediately following the release of earnings by the Company, the Peer Group Companies and the PG Peer Companies for the last final year of the Award Period (the “Certification Meeting”), the Committee shall determine the Strategic Payout Factor and certify 24290430.13 0055570-00335 4 in writing (which may consist of approved minutes of the Certification Meeting) the number of Strategic Performance PeriodShares deliverable to Recipient and the amount of the Strategic Dividend Equivalent Cash Award payable to Recipient. Prior to the Certification Meeting, the Company shall calculate the Payout Factor number of TSR Performance Shares deliverable and the corresponding number amount of Performance Shares issuable the TSR Dividend Equivalent Cash Award payable to the Employee based on the Payout FactorRecipient, and shall submit these calculations to the Committee. Notwithstanding anything At or prior to the contrary in this AgreementCertification Meeting, the Committee may, in its sole discretion, reduce by up to 50% the calculated numbers of Performance Shares to be issued based on circumstances relating to the performance of the Company or the Employee. No later than the March 15 immediately following the Vesting Date the Committee shall certify in writing (which may consist of approved minutes of a Committee meetingthe Certification Meeting) the levels of TSR Rank, XXX Rank and Premium Growth Rank attained by the Company for and the Performance PeriodPeer Group Companies, and the number of TSR Performance Shares issuable deliverable to Recipient and the Employee based on those performance levelsamount of the TSR Dividend Equivalent Cash Award payable to Recipient. Subject to applicable tax withholding, the number of Performance Shares amounts so certified shall be issued to delivered or paid (as applicable) on a date (the Employee as soon as practicable “Payment Date”) that is the later of March 1, 2016 or five business days following such certificationthe Certification Meeting, but and no Performance Shares amounts shall be issued delivered or paid prior to certification. No fractional shares shall be issued delivered and the number of Performance Shares deliverable shall be rounded to the nearest whole share. 4.2 If. Notwithstanding the foregoing, after if Recipient shall have made a valid election to defer receipt of Performance Shares or Dividend Equivalent Cash Awards pursuant to the certification and payment under this Agreement, any Peer Group Company restates its financial statements for any year terms of the Performance Period for a reason other than a change in accounting principles or guidance, and if such restatement would result in an improvement in the Company’s XXX Rank or Premium Growth RankDeferred Compensation Plan for Directors and Executives (the “DCP”), the Company shall recalculate the Payout Factor and submit it for certification at the next meeting payment of the Committee, and promptly following such certification any additional Performance Shares resulting from the recalculation award shall be issued to the Employee, subject to applicable tax withholdingmade in accordance with that election.

Certification and Payment. 4.1 As soon as practicable At the regularly scheduled meeting of the Committee held in February of the year immediately following the release of earnings by the Company, the Peer Group Companies and the PG Peer Companies for the last final year of the Award Period (the “Certification Meeting”), the Committee shall determine the Strategic Payout Factor and certify in writing (which may consist of approved minutes of the Certification Meeting) the number of Strategic Performance PeriodShares deliverable to Recipient and the amount of the Strategic Dividend Equivalent Cash Award payable to Recipient. Prior to the Certification Meeting, the Company shall calculate the Payout Factor number of 162(m) Performance Shares deliverable and the corresponding number amount of Performance Shares issuable the 162(m) Dividend Equivalent Cash Award payable to the Employee based on the Payout FactorRecipient, and shall submit these calculations to the Committee. Notwithstanding anything At or prior to the contrary in this AgreementCertification Meeting, the Committee may, in its sole discretion, reduce by up to 50% the calculated numbers of Performance Shares to be issued based on circumstances relating to the performance of the Company or the Employee. No later than the March 15 immediately following the Vesting Date the Committee shall certify in writing (which may consist of approved minutes of a Committee meetingthe Certification Meeting) the levels of TSR Rank, XXX Rank and Premium Growth Rank attained by the Company for and the Performance PeriodPeer Group Companies, the levels of Cumulative EPS and Average ROIC attained by the Company, the number of 162(m) Performance Shares issuable deliverable to Recipient and the Employee based on those performance levelsamount of the 162(m) Dividend Equivalent Cash Award payable to Recipient. Subject to applicable tax withholding, the number of Performance Shares amounts so certified shall be issued to delivered or paid (as applicable) on a date (the Employee as soon as practicable “Payment Date”) that is the later of March 1, 2018 or five business days following such certificationthe Certification Meeting, but and no Performance Shares amounts shall be issued delivered or paid prior to certification. No fractional shares shall be issued delivered and the number of Performance Shares deliverable shall be rounded to the nearest whole share. 4.2 If. Notwithstanding the foregoing, after if Recipient shall have made a valid election to defer receipt of Performance Shares or Dividend Equivalent Cash Awards pursuant to the certification and payment under this Agreement, any Peer Group Company restates its financial statements for any year terms of the Performance Period for a reason other than a change in accounting principles or guidance, and if such restatement would result in an improvement in the Company’s XXX Rank or Premium Growth RankDeferred Compensation Plan for Directors and Executives (the “DCP”), the Company shall recalculate the Payout Factor and submit it for certification at the next meeting payment of the Committee, and promptly following such certification any additional Performance Shares resulting from the recalculation award shall be issued to the Employee, subject to applicable tax withholdingmade in accordance with that election.