Common use of Conversion Payout Clause in Contracts

Conversion Payout. If the Performance Retention Shares held by a Participant and outstanding at the end of the Performance Cycle do not result in a payout as provided in the Payment Schedule, then each such Performance Retention Share shall be automatically and without further action by the Committee or the Company replaced with (or converted into) a Restricted Stock Unit on a one-for-one basis and such Performance Retention Share shall be extinguished; provided in each case such Participant is on the active payroll of the Company or then subsidiary of the Company as an employee on the last day of the Performance Cycle. No other person shall be entitled to receive Restricted Stock Units as result of holding Performance Retention Shares at the end of the Performance Cycle.

Conversion Payout. If the Performance Retention Shares held by a Participant and outstanding at the end of the Performance Cycle do not result in a cash payout as provided in the Payment Schedule, then each such Performance Retention Share shall be automatically and without further action by the Committee or the Company replaced with (or converted into) a Restricted Stock Unit on a one-for-one basis and such Performance Retention Share shall be extinguished; provided in each case such Participant is on the active payroll of the Company or then subsidiary of the Company as an employee on the last day of the Performance Cycle. No other person shall be entitled to receive Restricted Stock Units as result of holding Performance Retention Shares at the end of the Performance Cycle.