Common use of Delivery of Deferred Shares Clause in Contracts

Delivery of Deferred Shares. The Deferred Shares shall be delivered to the Grantee (or the Grantee’s designated Beneficiary, in the event of death) no later than thirty (30) days following the applicable date: (a) If the Grantee does not elect pursuant to (b) below to defer the delivery of the Deferred Shares to a later a date, the first anniversary of the Date of Grant so long as the Grantee remains a Director of the Company (or is on an approved leave of absence) until said date, or, if earlier, the Grantee’s separation from service as a Director of the Company as a consequence of separation from service after a Change in Control; (b) If the Grantee elects to defer delivery of the Deferred Shares, (i) the Grantee’s attainment of a specified age, (ii) upon a date certain or (iii) upon separation from service as a Director of the Company (including Retirement), but in each case only if later than the first anniversary of the Date of Grant (all as specified in the election form signed by the Grantee and the Company, a copy of which is attached to this Agreement); or (c) Notwithstanding the provisions of subsections 3(a) and 3(b), upon the Grantee’s separation from service as a Director of the Company as a result of the Grantee’s death or Disability; provided, however, that in the case of a Grantee who is a “specified employee” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)), such delivery shall be delayed in any event until the earlier of (i) the first business day of the seventh month following the date of the Grantee’s “separation from service” (within the meaning of Section 409A of the Code), or (ii) the Grantee’s death.

Delivery of Deferred Shares. The To the extent the Grantee has vested in his/her Deferred Shares, such Deferred Shares shall be delivered to the Grantee (or the Grantee’s designated Beneficiarybeneficiary, in the event of death) no later than on or within thirty (30) days following the applicable datedate described below: (a) If the Grantee does not elect pursuant to (bsubsection 4(b) below to defer the delivery of the Deferred Shares to a later a date, the first anniversary earlier of (i) the Date date of Grant so long as the Grantee remains a Director of the Company (or is on an approved leave of absence) until said date, or, if earlier, the Grantee’s “separation from service as a Director service” (within the meaning of Section 409A of the Company Code) or (ii) the Normal Vesting Date as a consequence of separation from service after a Change defined in Control;Section 3; and (b) If the Grantee elects to defer delivery of the Deferred Shares, (iShares under this subsection 4(b) the Grantee’s attainment of a specified age, (ii) upon a date certain or (iii) upon separation from service as a Director of the Company (including Retirement), but in each case only if later than the first anniversary of the Date of Grant (all as specified in the election form signed by the Grantee and the Company, Company (a copy of which is attached to this Agreement); or , then pursuant to such election, either (ci) Notwithstanding a date certain or (ii) the provisions of subsections 3(a) and 3(b), upon the Grantee’s separation from service as a Director of the Company as a result date of the Grantee’s death or Disability“separation from service” (within the meaning of Section 409A of the Code). With respect to (i) only, the applicable date must be later than the Normal Vesting Date as defined in Section 3; provided, however, that in the case where delivery is to be made within thirty (30) days following separation from service and where on the date of a separation from service the Grantee who is a “specified employee” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)), such delivery shall be delayed in any event until the earlier of (i) the first business day of the seventh month following the date of the Grantee’s “separation from service” (within the meaning of Section 409A of the Code), or (ii) the Grantee’s death.

Delivery of Deferred Shares. (a) The Deferred Shares shall be delivered to the Grantee (or approved transferee upon the day following the Grantee’s designated Beneficiary, in the event termination of death) no later than thirty (30) days following the applicable date: (a) If the Grantee does not elect pursuant to (b) below to defer the delivery of the Deferred Shares to a later a date, the first anniversary of the Date of Grant so long as the Grantee remains a Director of employment with the Company (or is on an approved leave because of absence) until said date, or, if earlier, the Grantee’s separation from service as a Director of the Company as a consequence of separation from service after a Change in Control; (b) If the Grantee elects to defer delivery of the Deferred Shares, (i) the Grantee’s attainment of a specified age, (ii) upon a date certain or (iii) upon separation from service as a Director of the Company (including Retirement), but in each case only if later than the first anniversary of the Date of Grant (all as specified in the election form signed by the Grantee and the Company, a copy of which is attached to this Agreement); or (c) Notwithstanding the provisions of subsections 3(a) and 3(b), upon the Grantee’s separation from service as a Director of the Company as a result of the Grantee’s death or Disability; subsequent to [termination date of employment agreement], provided, however, that in the case of a Grantee who is a “specified employee” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)), such delivery shall be delayed in any event until the earlier of (i) the first business day of the seventh month six months following the date of the Grantee’s “separation from service” (within the meaning of Section 409A of the Code), or (ii) if earlier, the Grantee’s death. (b) Notwithstanding subsection (a) above, in the event that the Grantee terminates his employment with the Company subsequent to [3 years from grant date], but prior to [termination date of employment agreement], with the consent of the Board of Directors of the Company, the Board may also determine that the Grantee shall be entitled to receive all of, or fewer than, the number of Deferred Shares referred to in Section 1, adjusted as appropriate pursuant to Section 4 hereof, and said Deferred Shares shall be delivered to the Grantee as soon as practicable following his termination of employment, provided, however, that in the case of a Grantee who is a “specified employee” (within the meaning of Section 409A of the Code), such delivery shall be delayed until (i) six months following the Grantee’s “separation from service” (within the meaning of Section 409A of the Code), or (ii) if earlier, the Grantee’s death. (c) In the event that the Grantee terminates employment with the Company prior to [termination date of employment agreement], for any reason other than (i) as described in subsection (b) above, (ii) as a consequence of death, or (iii) (following a Change in Control) a Good Reason Resignation as defined in the employment agreement between the Grantee and the Company dated April 25, 2002, if said agreement is in effect at the time of the Change in Control, or a Termination Without Cause (as said term is defined in said employment agreement) by the Company, the Grantee shall forfeit all right to the Deferred Shares and to any deferred dividends, described below. In the event of death of the Grantee during said period, the Deferred Shares shall be delivered as soon as reasonably practicable. In the event of a nonforfeiting termination as described in (iii) of this subsection, the Deferred Shares shall be delivered to the Grantee as soon as practicable following his termination of employment, provided, however, that in the case of a Grantee who is a “specified employee” (within the meaning of Section 409A of the Code), such delivery shall be delayed until six months following the Grantee’s “separation from service” (within the meaning of Section 409A of the Code).

Delivery of Deferred Shares. (a) The Deferred Shares shall be delivered to the Grantee (or approved transferee upon the day following the Grantee’s designated Beneficiary, in the event 's termination of death) no later than thirty (30) days following the applicable date: (a) If the Grantee does not elect pursuant to (b) below to defer the delivery of the Deferred Shares to a later a date, the first anniversary of the Date of Grant so long as the Grantee remains a Director of employment with the Company (or is on an approved leave of absence) until said datesubsequent to [TERMINATION DATE OF EMPLOYMENT AGREEMENT], or, if earlier, the Grantee’s separation from service as a Director of the Company as a consequence of separation from service after a Change in Control; (b) If the Grantee elects to defer delivery of the Deferred Shares, (i) the Grantee’s attainment of a specified age, (ii) upon a date certain or (iii) upon separation from service as a Director of the Company (including Retirement), but in each case only if later than the first anniversary of the Date of Grant (all as specified in the election form signed by the Grantee and the Company, a copy of which is attached to this Agreement); or (c) Notwithstanding the provisions of subsections 3(a) and 3(b), upon the Grantee’s separation from service as a Director of the Company as a result of the Grantee’s death or Disability; provided, however, that in the case of a Grantee who is a “"specified employee” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)), such delivery shall be delayed in any event until the earlier of (i) the first business day of the seventh month following the date of the Grantee’s “separation from service” " (within the meaning of Section 409A of the Code), or (ii) such delivery shall be delayed until six months following the Grantee’s 's "separation from service" (within the meaning of Section 409A of the Code), or, if earlier, the Grantee's death. (b) Notwithstanding subsection (a) above, in the event that the Grantee terminates his employment with the Company subsequent to [3 YEARS FROM GRANT DATE], but prior to [TERMINATION DATE OF EMPLOYMENT AGREEMENT], with the consent of the Board of Directors of the Company, the Board may also determine that the Grantee shall be entitled to receive all of, or fewer than, the number of Deferred Shares referred to in Section 1, adjusted as appropriate pursuant to Section 4 hereof, and said Deferred Shares shall be delivered to the Grantee as soon as practicable following his termination of employment, provided, however, that in the case of a Grantee who is a "specified employee" (within the meaning of Section 409A of the Code), such delivery shall be delayed until six months following the Grantee's "separation from service" (within the meaning of Section 409A of the Code), or, if earlier, the Grantee's death. (c) In the event that the Grantee terminates employment with the Company prior to [TERMINATION DATE OF EMPLOYMENT AGREEMENT], for any reason other than as described in subsection (b) above, or following a Change in Control (as defined in the Plan), the Grantee shall forfeit all right to the Deferred Shares and to any deferred dividends, described below.