Common use of Distribution of Shares Clause in Contracts

Distribution of Shares. (a) Each Vesting Tranche will be distributed by the Company to the Participant (or to the Participant’s estate in the event that his death occurs after a vesting date but before distribution of the corresponding Shares) on the earliest to occur of one of the Permissible Events described in Section 4(b) below on which date (the “Distribution Date”), the Participant (or his estate) shall become the owner of the Shares for all purposes. Notwithstanding the foregoing, and solely to the extent necessary to avoid the penalty provisions under Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), if the Distribution Date occurs because of the termination of the Participant’s employment and the Participant is deemed to be a “specified employee” as defined under Section 409A, then the Distribution Date shall be the date that is six months plus one day after the date of termination. (b) For purposes of this Agreement, “Permissible Event” shall be the occurrence of one of the following: (i) the termination of the Participant’s employment for any reason, (ii) the Participant becoming disabled within the meaning of Section 409A, (iii) the death of the Participant, (iv) the occurrence of a “change in control” of the Company within the meaning of Section 409A, and (v) the date set forth on Appendix A attached hereto for each such Vesting Tranche. (c) Neither the Company nor the Participant shall have any right to accelerate or defer distribution of the Shares, except to the extent expressly permitted or required by Section 409A. (d) Notwithstanding the foregoing, the Company shall not be obligated to issue to the Participant the Shares upon the Distribution Date unless the issuance and delivery of such Shares shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable federal or state securities laws and the requirements of any stock exchange upon which shares of Common Stock may then be listed.

Distribution of Shares. (a) Each Vesting Tranche The vested Restricted Stock Units will be distributed by the Company delivered to the Participant upon the first to occur of (X) March 1, 2019, (Y) the date a Change in Control occurs or to (Z) the date of the Participant’s estate in termination of service with the event that his death occurs after a vesting date but before distribution of the corresponding Shares) on the earliest to occur of one of the Permissible Events described in Section 4(b) below on which date Company (as applicable, the “Distribution Delivery Date”). Upon the Delivery Date (and provided that appropriate arrangements have been made with the Company for the withholding or payment of any taxes that may be due with respect to such share, including by the Participant requesting that the Company withhold such number of Restricted Stock Units in accordance with Section 14 of the Plan), the Company will issue shares of Common Stock to the Participant with respect to the Restricted Stock Units that are to be delivered. Such shares may be issued in the Participant’s name by issuance of a stock certificate or certificates or through book entry. (or his estateb) shall become the owner Notwithstanding any provision of this Agreement, if, a Delivery Date is to be made in accordance with Section 3(a)(Z) above, and if as of such date of the Shares for all purposes. Notwithstanding Participant is “specified employee” (within the foregoing, and solely to the extent necessary to avoid the penalty provisions under meaning of Section 409A 409 A of the Internal Revenue Code of 1986, as amended amended, and the guidance issued thereunder (“Section 409A”)), if then, to the Distribution Date occurs because extent compliance with the requirements of Treas. Reg. § 1.409A-3(i)(2) (or any successor provision) is necessary to avoid the application of an additional tax under Section 409 A with respect to the delivery of the termination shares of Common Stock underlying the Restricted Stock Units due to the Participant’s employment and the Participant is deemed to be a “specified employee” as defined under Section 409A, then the Distribution Date shall be the date that is six months plus one day after the date of termination. (b) For purposes notwithstanding any other provision of this Agreement, “Permissible Event” shall any such shares of Common Stock underlying the Restricted Stock Units will be deferred without interest and distributed to the occurrence of one of the following: (i) the termination of Participant six months following the Participant’s employment for any reason, (ii“separation from service” or immediately to his beneficiary(ies) in the Participant becoming disabled within the meaning event of Section 409A, (iii) the his death of the Participant, (iv) the occurrence of a “change in control” of the Company within the meaning of Section 409A, and (v) the date set forth on Appendix A attached hereto for each during such Vesting Trancheperiod. (c) Neither The Company may also condition delivery of certificates underlying the Company nor Restricted Stock Units upon receipt from the Participant shall have any right to accelerate or defer distribution of the Shares, except to the extent expressly permitted or required by Section 409A. (d) Notwithstanding the foregoing, the Company shall not be obligated to issue to the Participant the Shares upon the Distribution Date unless the issuance and delivery of such Shares shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable federal or state securities laws and the requirements of any stock exchange upon which shares of Common Stock undertakings that it may then be listeddetermine are appropriate to facilitate compliance with applicable securities laws.

Distribution of Shares. (a) Each Vesting Tranche will be distributed by the Company to the Participant (or to the Participant’s estate in the event that his death occurs after a vesting date but before distribution of the corresponding Shares) on the earliest to occur of one of the Permissible Events described in Section 4(b) below on which date (the “Distribution Date”), the Participant (or his estate) shall become the owner of the Shares for all purposes. Notwithstanding the foregoing, and solely to the extent necessary to avoid the penalty provisions under Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), if the Distribution Date occurs because of the termination of the Participant’s employment and the Participant is deemed to be a “specified employee” as defined under Section 409A, then the Distribution Date shall be the date that is six months plus one day after the date of termination. (b) For purposes of this Agreement, “Permissible Event” shall be the occurrence of one of the following: (i) the termination of the Participant’s employment “separation from service” (within the meaning of Section 409A) for any reason, (ii) the Participant becoming disabled within the meaning of Section 409A, (iii) the death of the Participant, (iv) the occurrence of a “change in control” of the Company within the meaning of Section 409A, and (v) the date set forth on Appendix A attached hereto for each such Vesting Tranche. (c) Neither the Company nor the Participant shall have any right to accelerate or defer distribution of the Shares, except to the extent expressly permitted or required by Section 409A. Each Vesting Tranche shall be treated as a separate payment for purposes of Section 409A. (d) Notwithstanding the foregoing, the Company shall not be obligated to issue to the Participant the Shares upon the Distribution Date unless the issuance and delivery of such Shares shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable federal or state securities laws and the requirements of any stock exchange upon which shares of Common Stock may then be listed.

Distribution of Shares. (a) Each Vesting Tranche will be distributed by the Company to the Participant (or to the Participant’s estate in the event that his death occurs after a vesting date but before distribution of the corresponding Shares) on the earliest to occur of one of the Permissible Events described in Section 4(b) below on which date (the “Distribution Date”), the Participant (or his estate) shall become the owner of the Shares for all purposes. Notwithstanding the foregoing, and solely to the extent necessary to avoid the penalty provisions under Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), if the Distribution Date occurs because of the termination of the Participant’s employment and the Participant is deemed to be a “specified employee” as defined under Section 409A, then the Distribution Date shall be the date that is six months plus one day after the date of termination. (b) For purposes of this Agreement, “Permissible Event” shall be the occurrence of one of the following: (i) the termination of the Participant’s employment for any reason, (ii) the Participant becoming disabled within the meaning of Section 409A, (iii) the death of the Participant, (iv) the occurrence of a “change in control” of the Company within the meaning of Section 409A, and (v) the date set forth on Appendix A attached hereto for each such Vesting Tranche. (c) Neither the Company nor the Participant shall have any right to accelerate or defer distribution of the Shares, except to the extent expressly permitted or required by Section 409A. (d) Notwithstanding the foregoing, the The Company shall not be obligated to issue to the Participant the Shares upon the Distribution Date vesting of any RSU (or otherwise) unless the issuance and delivery of such Shares shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable federal or state securities laws and the requirements of any stock exchange upon which shares of Common Stock may then be listed. (b) Subject to Section 3(c), the RSUs shall be settled, and the Shares subject to the RSUs shall be delivered to the Participant, upon the Participant’s retirement or resignation from, or other event upon which the Participant ceases to be a member of, the Company’s Board of Directors, but only if such retirement, resignation or other cessation of Board membership is a “separation from service” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (the “Current Delivery Date”). Notwithstanding any provision of the Plan to the contrary, neither the Company nor the Participant may accelerate or defer the delivery of the Shares, except as provided in this Agreement. (c) The Participant may elect to further defer delivery of Shares to a date that is at least five years after the Current Delivery Date. In addition, the Participant may elect to receive the Shares in installments, all of which are payable at least five years after the Current Delivery Date. Any such deferral election or election to receive payments in the form of installments must be in the form attached as Exhibit A and executed and delivered to the Company in writing more than one year before the Current Delivery Date, and such deferral election or election to receive payments in the form of installments shall become irrevocable 30 days after delivery to the Company. (d) If the Participant is a “specified employee” within the meaning of Section 409A of the Code, and if any issuance of Shares hereunder is subject to the rule under Section 409A(a)(2)(B)(i) of the Code, then such issuance of Shares shall be delayed until the earlier of (i) the date that is six months and one day after the Participant has a “separation from service” as defined in Section 409A of the Code or (ii) the death of the Participant.

Distribution of Shares. (ai) Each Vesting Tranche will Subject to the terms and conditions of the Plan and this Agreement, Shares shall be distributed by the Company to the Participant Holder (or to the Participant’s estate in the event of Holder’s death, to his or her estate) with respect to Xxxxxx’s vested RSUs (after giving effect to the acceleration pursuant to Section 1.1(b)) within thirty days following Holder’s Termination of Service (provided that his death occurs after such Termination of Service must constitute a vesting date but before distribution “separation from service” (as defined in Section 1.409A-1(h) of the corresponding SharesTreasury Regulations) (and, further, if Holder is a “specified employee” (as determined in accordance with Section 409A(a)(2)(B)(i) of the Code and Treasury Regulation Section 1.409A-1(i)) on the earliest to occur date of one his or her “separation from service” (as defined in Section 1.409A-1(h) of the Permissible Events described in Section 4(b) below on which date (the “Distribution Date”Treasury Regulations), the Participant (or his estate) delivery of any Shares to be delivered to Holder upon and as a result of such “separation from service” shall become the owner of the Shares for all purposes. Notwithstanding the foregoing, and solely be delayed to the extent necessary to avoid a prohibited distribution under Section 409A(2)(B)(i) of the penalty provisions Code, and such Shares shall be distributed to Holder on the earlier of (1) the expiration of the six-month period measured from the date of Holder’s “separation from service,” or (2) the date of Holder’s death, or (3) such earlier date as is permitted under Section 409A of the Internal Revenue Code of 1986, as amended and the Treasury Regulations thereunder)). (“ii) Notwithstanding Section 409A”1.1(c)(i), if Holder makes a valid deferral election within the Distribution Date occurs because time period specified by the Company in the deferral election form approved by the Company for such purposes, Holder may elect to defer the timing of distribution of all or a portion of the termination Shares issuable to Holder (or in the event of Xxxxxx’s death, to his or her estate) with respect to Xxxxxx’s vested RSUs to a later date or date(s) set forth in such deferral election form instead of pursuant to Section 1.1(c)(i), which deferral election form shall be incorporated herein by this reference and considered a part of this Agreement. Any such deferral election must comply with the requirements of Section 409A of the Participant’s employment Code and the Participant is deemed Treasury Regulations thereunder as well as any Plan rules on deferrals. Holder may make a separate deferral election with respect to be a “specified employee” as defined under Section 409A, then at least ten percent of the Distribution Date shall be the date that is six months plus one day after the date of terminationRSUs (which percentage may increase in five percent increments thereafter). (biii) For purposes of this AgreementNotwithstanding Section 1.1(c)(i) or any deferral election made by Holder pursuant to Section 1.1(c)(ii), “Permissible Event” Shares shall be distributed to Holder (or in the occurrence event of one of Xxxxxx’s death, to his or her estate) with respect to Xxxxxx’s vested RSUs (after giving effect to the following: acceleration pursuant to Section 1.1(b)) immediately prior to a Change in Control (i) the termination of the Participant’s employment for any reason, (ii) the Participant becoming disabled within the meaning of Section 409A, (iii) the death of the Participant, (iv) the occurrence of provided such Change in Control constitutes a “change in controlcontrol event,” as defined in Treasury Regulation §1.409A-3(i)(5)). If such Change in Control does not constitute a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5), the RSUs (or such consideration as is payable with respect to such RSUs pursuant to such Change in Control), shall be paid to Holder on the occurrence of the Company within first distribution event(s) to occur that are applicable to the meaning of RSUs under Section 409A, and (v1.1(c)(i) the date set forth on Appendix A attached hereto for each such Vesting Trancheor 1.1(c)(ii) above. (civ) Neither All distributions shall be made by the Company nor in the Participant shall have form of whole Shares. In lieu of any right to accelerate or defer distribution of the Shares, except to the extent expressly permitted or required by Section 409A. (d) Notwithstanding the foregoingfractional Share, the Company shall not be obligated make a cash payment to issue Holder equal to the Participant the Shares upon the Distribution Date unless the issuance and delivery Fair Market Value of such Shares shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable federal or state securities laws and fractional Share on the requirements of any stock exchange upon which shares of Common Stock may then be listeddate the RSUs are settled pursuant to this Section 1.1.