Common use of Certification and Payment Clause in Contracts

Certification and Payment. 5.1 Prior to the regularly scheduled meeting of the Committee held in the fourth quarter of the fiscal year immediately following the final year of the Award Period (the “Certification Meeting”), the Company shall calculate the number of Award Shares deliverable and the amount of the Dividend Equivalent Cash Award payable to Recipient, and shall submit these calculations to the Committee. At or prior to the Certification Meeting, the Committee shall certify in writing (which may consist of approved minutes of the Certification Meeting) the levels of XXX attained by the Company and the Peer Group Companies, the number of Award Shares deliverable to Recipient and the amount of the Dividend Equivalent Cash Award payable to Recipient. 5.2 Subject to applicable tax withholding under Section 6, the amounts so certified shall be delivered or paid (as applicable) as soon as practicable following the Certification Meeting and in no event later than 2 ½ months after the close of the calendar year in which the Certification Meeting occurs, except to the extent Section 5.3 applies. No amounts shall be delivered or paid prior to certification. No fractional shares shall be delivered and the number of Award Shares deliverable shall be rounded to the nearest whole share. 5.3 Payment to any Recipient who is a “specified employee” (as defined in Treasury Regulations under Section 409A of the Internal Revenue Code) and whose right to payment vested under Section 3.2 on account of the Recipient’s retirement or termination of employment due to a Workforce Reduction shall be no earlier than six months after the Recipient’s employment terminates.