Common use of Delivery of Award Clause in Contracts

Delivery of Award. A. With respect to a Participant who is not eligible for Retirement and has a minimum grant of at least six RSUs, within 30 days following the date on which an RSU becomes vested, the Company shall issue to the Participant, subject to applicable withholding as described in Section 7 of this Agreement, one share of common stock of the Company (“Common Stock”) in satisfaction of each vested RSU. Grants of five RSUs or less to a Participant may be settled in an equivalent value of cash instead of Common Stock at the discretion of the Committee. B. With respect to a Participant who is or becomes eligible for Retirement at any time during the Vesting Period and has a minimum award of at least six RSUs, the Company shall issue to the Participant, subject to applicable withholding as described in Section 7 of this Agreement, one share of Common Stock in satisfaction of each vested RSU (determined in accordance with Section 2 of this Agreement and Section 10 of the Plan) within 30 days of the earliest of (i) the date the RSU otherwise would have vested under Section 2.B. of this Agreement, (ii) the date on which the Participant experiences a separation from service (within the meaning of Section 409A), subject to Section 3.C. of this Agreement or (iii) the date on which a Covered Transaction that satisfies the definition of a “change in control event” under Section 409A occurs. Grants of five RSUs or less to a Participant may be settled in an equivalent value of cash instead of Common Stock at the discretion of the Committee. C. If you are a “specified employee” (as defined in Section 409A), you will be paid on the earlier of (i) the date which is six months after you separate from service (within the meaning of Section 409A) or (ii) the date of your death or Disability. The preceding sentence will not apply to any payments that are exempt from or are not subject to the requirements of Section 409A. For the avoidance of doubt, if payments would be made under Section 3.B.(i) or Section 3.B.(iii) before the six month payment date on account of other than your separation from service, such payment will be made under Section 3.B.(i) or Section 3.B.(iii), as applicable.

Delivery of Award. A. With respect to a Participant who is not eligible for Retirement and has a minimum grant of at least six RSUsRetirement, within 30 days following the date on which an RSU Eligible PSUs becomes vested, with respect to, and in satisfaction of, such vested Eligible PSUs (determined in accordance with Section 2 of this Agreement and Section 10 of the Plan), the Company shall issue pay to the Participant, subject to applicable withholding as described in Section 7 of this Agreement, one share of common stock of the Company (“Common Stock”) in satisfaction of each vested RSU. Grants of five RSUs or less to a Participant may be settled in an equivalent value of cash instead of Common Stock at the discretion of the CommitteeEligible PSU. B. With respect to a Participant who is or becomes eligible for Retirement at any time during after the Grant Date and on or before the Vesting Period and has a minimum award of at least six RSUsDate, the Company shall issue pay to the Participant, subject to applicable withholding as described in Section 7 of this Agreement, one share of Common Stock in satisfaction of each vested RSU Eligible PSU (determined in accordance with Section 2 of this Agreement and Section 10 of the Plan) within 30 days of the earliest of (i) the date the RSU Eligible PSU otherwise would have vested under Section 2.B. of this Agreement, (ii) the date on which the Participant experiences a separation from service (within the meaning of Section 409A), subject to Section 3.C. of this Agreement or (iii) the date on which a Covered Transaction that satisfies the definition of a “change in control event” under Section 409A occurs. Grants of five RSUs or less to a Participant may be settled in an equivalent value of cash instead of Common Stock at the discretion of the Committee. C. If you are a “specified employee” (as defined in Section 409A), you will be paid on the earlier of (i) the date which is six months after you separate from service (within the meaning of Section 409A) or (ii) the date of your death or Disability. The preceding sentence will not apply to any payments that are exempt from or are not subject to the requirements of Section 409A. For the avoidance of doubt, if payments would be made under Section 3.B.(i) or Section 3.B.(iii) before the six month payment date on account of other than your separation from service, such payment will be made under Section 3.B.(i) or Section 3.B.(iii), as applicable.

Delivery of Award. A. With respect to a Participant who is not eligible for Retirement and has a minimum grant of at least six RSUsRetirement, within 30 days following the date on which an RSU Eligible PSUs becomes vested, with respect to, and in satisfaction of, such vested Eligible PSUs (determined in accordance with Section 2 of this Agreement and Section 10 of the Plan), the Company shall issue pay to the Participant, subject to applicable withholding as described in Section 7 of this Agreement, the cash value of one share of common stock of the Company (“Common Stock”) in satisfaction of each vested RSUEligible PSU. Grants For purposes of five RSUs or less to a Participant may be settled in an equivalent this Agreement, the cash value of cash instead a share of Common Stock at (“Cash Value”) will be equal to the discretion 30 calendar-day average of the CommitteeCompany’s closing stock price ending on the Vesting Date. B. With respect to a Participant who is or becomes eligible for Retirement at any time during the Vesting Period and has a minimum award of at least six RSUsPeriod, the Company shall issue pay to the Participant, subject to applicable withholding as described in Section 7 of this Agreement, one share of Common Stock the Cash Value in satisfaction of each vested RSU Eligible PSU (determined in accordance with Section 2 of this Agreement and Section 10 of the Plan) within 30 days of the earliest of (i) the date the RSU Eligible PSU otherwise would have vested under Section 2.B. of this Agreement, (ii) the date on which the Participant experiences a separation from service (within the meaning of Section 409A), subject to Section 3.C. of this Agreement or (iii) the date on which a Covered Transaction that satisfies the definition of a “change in control event” under Section 409A occurs. Grants of five RSUs or less to a Participant may be settled in an equivalent value of cash instead of Common Stock at the discretion of the Committee. C. If you are a “specified employee” (as defined in Section 409A), you will be paid on the earlier of (i) the date which is six months after you separate from service (within the meaning of Section 409A) or (ii) the date of your death or Disability. The preceding sentence will not apply to any payments that are exempt from or are not subject to the requirements of Section 409A. For the avoidance of doubt, if payments would be made under Section 3.B.(i) or Section 3.B.(iii) before the six month payment date on account of other than your separation from service, such payment will be made under Section 3.B.(i) or Section 3.B.(iii), as applicable.

Delivery of Award. A. With respect to a Participant who is not eligible for Retirement and has a minimum grant of at least six RSUs, within 30 days following the date on which an RSU becomes vested, the Company shall issue to the Participant, subject to applicable withholding as described in Section 7 of this Agreement, one share of common stock of the Company (“Common Stock”) in satisfaction of each vested RSU. Grants of five RSUs or less to a Participant may be settled in an equivalent value of cash instead of Common Stock at the discretion of the Committee. B. With respect to a Participant who is or becomes eligible for Retirement at any time during the Vesting Period and has a minimum award of at least six RSUs, the Company shall issue to the Participant, subject to applicable withholding as described in Section 7 of this Agreement, one share of Common Stock in satisfaction of each vested RSU (determined in accordance with Section 2 of this Agreement and Section 10 of the Plan) within 30 days of the earliest of (i) the date the RSU otherwise would have vested under Section 2.B. of this Agreement, (ii) the date on which the Participant experiences a separation from service (within the meaning of Section 409A), subject to Section 3.C. of this Agreement or (iii) the date on which a Covered Transaction Corporate Change in Control that satisfies the definition of a “change in control event” under Section 409A occurs. Grants of five RSUs or less to a Participant may be settled in an equivalent value of cash instead of Common Stock at the discretion of the Committee. C. If you are a “specified employee” (as defined in Section 409A), you will be paid on the earlier of (i) the date which is six months after you separate from service (within the meaning of Section 409A) or (ii) the date of your death or Disability. The preceding sentence will not apply to any payments that are exempt from or are not subject to the requirements of Section 409A. For the avoidance of doubt, if payments would be made under Section 3.B.(i) or Section 3.B.(iii) before the six six-month payment date on account of other than your separation from service, such payment will be made under Section 3.B.(i) or Section 3.B.(iii), as applicable.

Delivery of Award. A. With respect to a Participant who is not eligible for Retirement and has a minimum grant of at least six RSUsRetirement, within 30 days following the date on which an RSU Eligible PUs becomes vested, with respect to, and in satisfaction of, such vested PUs (determined in accordance with Section 2 of this Agreement and Section 10 of the Plan), the Company shall issue pay or deliver, as applicable, to the Participant, subject to applicable withholding as described in Section 7 of this Agreement, one share either cash or shares of common stock of the Company (“Common Stock”) in satisfaction of each vested RSU. Grants of five RSUs or less to a Participant may be settled in an equivalent value of cash instead of Common Stock , at the sole discretion of the Committee. For purposes of this Agreement, if the vested Eligible PUs are to be paid in cash, the amount to be paid in settlement of the vested Eligible PUs shall be equal to the average closing price of the Common Stock for the 30-day calendar period prior to and including the applicable vesting date multiplied by the number of Eligible PUs that vest on such date (with respect to each vesting date, such amount is referred to as the “Cash Settlement Amount”); if, however, the vested Eligible PUs are to be settled in shares of Common Stock, a value of equivalent worth will be delivered in the form of shares of Common Stock, rounded down to the nearest whole share (the “Settlement Shares”). B. With respect to a Participant who is or becomes eligible for Retirement at any time during the Vesting Period Period, with respect to, and has a minimum award in satisfaction of, each vested PU (determined in accordance with Section 2 of at least six RSUsthis Agreement and Section 10 of the Plan), the Company shall issue pay or deliver, as applicable, to the Participant, subject to applicable withholding as described in Section 7 of this Agreement, one share of Common Stock in satisfaction of each vested RSU (determined in accordance with Section 2 of this Agreement and Section 10 either the Cash Settlement Amount or the Settlement Shares, at the sole discretion of the Plan) Committee, within 30 days of the earliest of (i) the date the RSU Eligible PU otherwise would have vested under Section 2.B. of this Agreement, (ii) the date on which the Participant experiences a separation from service (within the meaning of Section 409A), subject to Section 3.C. of this Agreement or (iii) the date on which a Covered Transaction that satisfies the definition of a “change in control event” under Section 409A occurs. Grants of five RSUs or less to a Participant may be settled in an equivalent value of cash instead of Common Stock at the discretion of the Committee. C. If you are a “specified employee” (as defined in Section 409A), you will be paid on the earlier of (i) the date which is six months after you separate from service (within the meaning of Section 409A) or (ii) the date of your death or Disability. The preceding sentence will not apply to any payments that are exempt from or are not subject to the requirements of Section 409A. For the avoidance of doubt, if payments would be made under Section 3.B.(i) or Section 3.B.(iii3.B. (iii) before the six month payment date on account of other than your separation from service, such payment will be made under Section 3.B.(i) or Section 3.B.(iii), as applicable.

Delivery of Award. A. With respect to a Participant who is not eligible for Retirement and has a minimum grant of at least six RSUsRetirement, within 30 days following the date on which an RSU Eligible PUs becomes vested, with respect to, and in satisfaction of, such vested PUs (determined in accordance with Section 2 of this Agreement and Section 10 of the Plan), the Company shall issue pay or deliver, as applicable, to the Participant, subject to applicable withholding as described discussed in Section 7 of this Agreement, one share either cash or shares of common stock of the Company (“Common Stock”) in satisfaction of each vested RSU. Grants of five RSUs or less to a Participant may be settled in an equivalent value of cash instead of Common Stock , at the sole discretion of the Committee. For purposes of this Agreement, if the vested Eligible PUs are to be paid in cash, the amount to be paid in settlement of the vested Eligible PUs shall be equal to the average closing price of the Common Stock for the 30-day calendar period prior to and including the applicable vesting date multiplied by the number of Eligible PUs that vest on such date (with respect to each vesting date, such amount is referred to as the “Cash Settlement Amount”); if, however, the vested Eligible PUs are to be settled in shares of Common Stock, a value of equivalent worth will be delivered in the form of shares of Common Stock, rounded down to the nearest whole share (the “Settlement Shares”). B. With respect to a Participant who is or becomes eligible for Retirement at any time during the Vesting Period Period, with respect to, and has a minimum award of at least six RSUs, the Company shall issue to the Participant, subject to applicable withholding as described in Section 7 of this Agreement, one share of Common Stock in satisfaction of of, each vested RSU PU (determined in accordance with Section 2 of this Agreement and Section 10 of the Plan) ), the Company shall pay or deliver, as applicable, to the Participant, subject to applicable withholding as discussed in Section 7 of this Agreement, either the Cash Settlement Amount or the Settlement Shares, at the sole discretion of the Committee, within 30 days of the earliest of (i) the date the RSU Eligible PU otherwise would have vested under Section 2.B. of this Agreement, (ii) the date on which the Participant experiences a separation from service (within the meaning of Section 409A), subject to Section 3.C. of this Agreement or (iii) the date on which a Covered Transaction that satisfies the definition of a “change in control event” under Section 409A occurs. Grants of five RSUs or less to a Participant may be settled in an equivalent value of cash instead of Common Stock at the discretion of the Committee. C. If you are a “specified employee” (as defined in Section 409A), you will be paid on the earlier of (i) the date which is six (6) months after you separate from service (within the meaning of Section 409A) or (ii) the your date of your death or Disability. The preceding sentence will not apply to any payments that are exempt from or are not subject to the requirements of Section 409A. For the avoidance of doubt, if payments would be made under Section 3.B.(i) or Section 3.B.(iii3.B. (iii) before the six month payment date on account of other than your separation from service, such payment will be made under Section 3.B.(i) or Section 3.B.(iii), ) as applicable.

Delivery of Award. A. With respect to a Participant who is not eligible for Retirement and has a minimum grant of at least six RSUsRetirement, within 30 days following the date on which an RSU Eligible CSPU becomes vested, the Company shall issue pay to the Participant, subject to applicable withholding as described in Section 7 of this Agreement, the cash value of one share of common stock of the Company (“Common Stock”) in satisfaction of each vested RSUEligible CSPU. Grants For purposes of five RSUs or less to a Participant may be settled in an equivalent this Agreement, the cash value of cash instead a share of Common Stock at (“Cash Value”) will be determined in accordance with the discretion of the CommitteeLTI Overview. B. With respect to a Participant who is or becomes eligible for Retirement at any time during the Vesting Period and has a minimum award of at least six RSUsPeriod, the Company shall issue pay to the Participant, subject to applicable withholding as described in Section 7 of this Agreement, one share of Common Stock the Cash Value in satisfaction of each vested RSU Eligible CSPU (determined in accordance with Section 2 of this Agreement and Section 10 of the Plan) within 30 days of the earliest of (i) the date the RSU Eligible CSPU otherwise would have vested under Section 2.B. of this Agreement, (ii) the date on which the Participant experiences a separation from service (within the meaning of Section 409A), subject to Section 3.C. of this Agreement or (iii) the date on which a Covered Transaction that satisfies the definition of a “change in control event” under Section 409A occurs. Grants of five RSUs or less to a Participant may be settled in an equivalent value of cash instead of Common Stock at the discretion of the Committee. C. If you are a “specified employee” (as defined in Section 409A), you will be paid on the earlier of (i) the date which is six months after you separate from service (within the meaning of Section 409A) or (ii) the date of your death or Disability. The preceding sentence will not apply to any payments that are exempt from or are not subject to the requirements of Section 409A. For the avoidance of doubt, if payments would be made under Section 3.B.(i) or Section 3.B.(iii) before the six month payment date on account of other than your separation from service, such payment will be made under Section 3.B.(i) or Section 3.B.(iii), as applicable.

Delivery of Award. A. With respect to a Participant who is not and does not prior to the latest Vesting Date described in Section 2.B.(i) above become eligible for Retirement and has a minimum grant of at least six RSUsRetirement, within 30 days following the date on which an RSU becomes Eligible PSUs become vested, with respect to, and in satisfaction of, such vested Eligible PSUs (determined in accordance with Section 2 of this Agreement and Section 10 of the Plan), the Company shall issue pay to the Participant, subject to applicable withholding as described in Section 7 of this Agreement, one share of common stock of the Company (“Common Stock”) in satisfaction of each vested RSU. Grants Eligible PSU (or, in the case of five RSUs an assumption or less to a Participant may be settled substitution described in an equivalent value of cash instead of Common Stock at the discretion Section 2.C.(iii) above, of the Committeecommon stock of the acquiring or surviving entity or such other cash or property payable under the assumed or substituted award). B. With respect to a Participant who is or becomes eligible for Retirement at any time during after the Grant Date and on or before the latest Vesting Period and has a minimum award of at least six RSUsDate described in Section 2.B.(i) above, to the extent required to avoid adverse tax results under Section 409A, the Company shall issue pay to the Participant, subject to applicable withholding as described in Section 7 of this Agreement, one share of Common Stock (or, in the case of an assumption or substitution described in Section 2.C.(iii) above, of the common stock of the acquiring or surviving entity or such other cash or property payable under the assumed or substituted award) in satisfaction of each vested RSU Eligible PSU (determined in accordance with Section 2 of this Agreement and Section 10 of the Plan) within 30 days of the earliest of (i) the date the RSU Eligible PSU otherwise would have vested under Section 2.B. 2.B.(i) of this Agreement, (ii) the date on which the Participant experiences a separation from service (within the meaning of Section 409A)) and/or the date the Eligible PSU vests under Section 2.B.(iii) of this Agreement, subject to Section 3.C. of this Agreement or (iii) the date on which a Covered Transaction that satisfies the definition of a “change Corporate Change in control event” under Section 409A Control occurs. Grants of five RSUs or less to a Participant may be settled in an equivalent value of cash instead of Common Stock at the discretion of the Committee. C. If you are a “specified employee” (as defined in Section 409A), to the extent required to avoid adverse tax results under Section 409A, you will be paid on the earlier of (i) the date which is six months after you separate from service (within the meaning of Section 409A) or (ii) the date of your death or Disability. The preceding sentence will not apply to any payments that are exempt from or are not subject to the requirements of Section 409A. For the avoidance of doubt, if payments would be made under Section 3.B.(i) or Section 3.B.(iii) before the six month payment date on account of other than your separation from service, such payment will be made under Section 3.B.(i) or Section 3.B.(iii), as applicable.

Delivery of Award. A. With respect to a Participant who is not eligible for Retirement and has a minimum grant of at least six RSUs, within 30 days following the date on which an RSU becomes vested, the Company shall issue to the Participant, subject to applicable withholding as described discussed in Section 7 of this Agreement, one share of common stock of the Company (“Common Stock”) Stock in satisfaction of each vested RSU. Grants of five RSUs or less to a Participant may be settled in an equivalent value of cash instead of Common Stock at the discretion of the Compensation Committee (the “Committee”) of the Board of Directors. B. With respect to a Participant who is or becomes eligible for Retirement at any time during the Vesting Period and has a minimum award of at least six RSUs, the Company shall issue to the Participant, subject to applicable withholding as described in Section 7 of this Agreement, one share of Common Stock in satisfaction of for each vested RSU (determined in accordance with Section 2 of this Agreement and Section 10 of the Plan) within 30 days of the earliest of (i) the date the RSU otherwise would have vested under Section 2.B. of this Agreement, (ii) the date on which the Participant experiences a separation from service (within the meaning of Section 409A), subject to Section 3.C. of this Agreement or (iii) the date on which a Covered Transaction that satisfies the definition of a “change in control event” under Section 409A occurs. Grants of five RSUs or less to a Participant may be settled in an equivalent value of cash instead of Common Stock at the discretion of the Committee. C. If you are a “specified employee” (as defined in Section 409A), you will be paid on the earlier of (i) the date which is six months after you separate from service (within the meaning of Section 409A) or (ii) the your date of your death or Disability. The preceding sentence will not apply to any payments that are exempt from or are not subject to the requirements of Section 409A. For the avoidance of doubt, if payments would be made under Section 3.B.(i) or Section 3.B.(iii) before the six month payment date on account of other than your separation from service, such payment will be made under Section 3.B.(i) or Section 3.B.(iii), ) as applicable.