Common use of Distribution of Stock Clause in Contracts

Distribution of Stock. Notwithstanding anything herein to the contrary, (a) no payment shall be made under this Agreement in the form of Stock unless shares of Stock issuable upon such payment are then registered under the Securities Act or, if such shares are not then so registered, the Company has determined that such payment and issuance would be exempt from the registration requirements of the Securities Act, and (b) the Company shall not be required to issue or deliver any certificates evidencing shares of Stock pursuant to this Agreement unless and until the Board (i) has determined that the issuance and delivery of such certificates is in compliance with all applicable laws, rules and regulations and, if applicable, the requirements of any exchange on which the shares of Stock are listed or traded, and (ii) has obtained the consent or approval of any governmental or regulatory authority that the Board deems to be necessary or desirable as a condition to the issuance of any such certificates to the Employee (or his or her estate). All Stock certificates delivered pursuant to this Agreement shall be subject to any stop-transfer orders and other restrictions as the Board deems necessary or advisable to comply with federal, state, or local securities or other laws, rules and regulations and the rules of any national securities exchange or automated quotation system on which the Stock is listed, quoted, or traded. The Board may place legends on any Stock certificate to reference restrictions applicable to the Stock. In addition to the terms and conditions provided herein, the Board may require that the Employee make such reasonable covenants, agreements, and representations as the Board, in its sole discretion, deems advisable in order to comply with any such laws, regulations, or requirements. The Board shall have the right to require the Employee to comply with any timing or other restrictions with respect to the settlement of any RSUs pursuant to this Agreement, including a window-period limitation, as may be imposed in the discretion of the Board. Any shares of Stock that may be distributed pursuant to this Agreement may consist, in whole or in part, of authorized and unissued Stock, treasury Stock or Stock purchased on the open market. No fractional shares of Stock shall be issued and the Board shall determine, in its discretion, whether cash shall be given in lieu of fractional shares or whether such fractional shares shall be eliminated by rounding up or down as appropriate.

Distribution of Stock. Notwithstanding anything herein to the contrary, (a) no payment shall be made under this Agreement in the form of shares of Stock unless such shares of Stock issuable upon such payment are then registered under the Securities Act or, if such shares of Stock are not then so registered, the Company Committee has determined that such payment and issuance would be exempt from the registration requirements of the Securities Act, and (b) the Company shall not be required to issue or deliver any certificates evidencing shares of Stock pursuant to this Agreement unless and until the Board Committee (i) has determined that the issuance and delivery of such certificates is are in compliance with all applicable laws, rules laws and regulations and, if applicable, the requirements of any exchange on which the shares of Stock are listed or traded, and (ii) has obtained the consent or approval of any governmental or regulatory authority that the Board Committee deems to be necessary or desirable as a condition to the issuance of any such certificates to the Employee Participant (or his or her estate). All Stock certificates delivered pursuant to this Agreement shall be subject to any stop-transfer orders and other restrictions as the Board Committee deems necessary or advisable to comply with federal, state, or local securities or other laws, rules and regulations and the rules of any national securities exchange or automated quotation system on which the shares of Stock is are listed, quoted, or traded. The Board Committee may place legends on any Stock certificate to reference restrictions applicable to the shares of Stock. In addition to the terms and conditions provided herein, the Board Committee may require that the Employee Participant make such reasonable covenants, agreements, and representations as the BoardCommittee, in its sole discretion, deems advisable in order to comply with any such laws, regulations, or requirements. The Board Committee shall have the right to require the Employee Participant to comply with any timing or other restrictions with respect to the settlement of any RSUs pursuant to this Agreement, including a window-period limitation, as may be imposed in the discretion of the BoardCommittee. Any shares of Stock that may be distributed pursuant to this Agreement may consist, in whole or in part, of authorized and unissued Stockshares, treasury Stock shares or Stock shares purchased on the open market. No fractional shares of Stock shall be issued and the Board Committee shall determine, in its sole discretion, whether cash shall be given in lieu of fractional shares or whether such fractional shares shall be eliminated by rounding up or down as appropriate.

Distribution of Stock. Notwithstanding anything herein to the contrary, (a) no payment shall be made under this Agreement in the form of Stock unless shares of Stock issuable upon such payment are then registered under the Securities Act or, if such shares are not then so registered, the Company has determined that such payment and issuance would be exempt from the registration requirements of the Securities Act, and (b) the Company shall not be required to issue or deliver any certificates evidencing shares of Stock pursuant to this Agreement unless and until the Board (i) Committee has determined determined, with advice of counsel, that the issuance and delivery of such certificates is in compliance with all applicable laws, rules and regulations of governmental authorities and, if applicable, the requirements of any exchange on which the shares of Stock are listed or traded, and (ii) has obtained the consent or approval of any governmental or regulatory authority that the Board deems to be necessary or desirable as a condition to the issuance of any such certificates to the Employee (or his or her estate). All Stock certificates delivered pursuant to this Agreement shall be subject to any stop-transfer orders and other restrictions as the Board Committee deems necessary or advisable to comply with federal, state, or local foreign jurisdiction, securities or other laws, rules and regulations and the rules of any national securities exchange or automated quotation system on which the Stock is listed, quoted, or traded. In the event that any such issuance or delivery is delayed because the Company reasonably determines that such issuance or delivery will violate Federal securities laws or other applicable law, such issuance or delivery shall be made at the earliest date at which the Company reasonably determines that such issuance or delivery will not cause such violation, as required by Treasury Regulation Section 1.409A-2(b)(7)(ii). The Board Company shall not delay any such recording or delivery if such delay will result in a violation of Section 409A of the Code. The Committee may place legends on any Stock certificate to reference restrictions applicable to the Stock. In addition to the terms and conditions provided herein, the Board Committee may require that the Employee Participant make such reasonable covenants, agreements, and representations as the BoardCommittee, in its sole discretion, deems advisable in order to comply with any such laws, regulations, or requirements. The Board Committee shall have the right to require the Employee Participant to comply with any timing or other restrictions with respect to the settlement of any RSUs pursuant to this AgreementRSUs, including a window-period limitation, as may be imposed in the discretion of the BoardCommittee. Any Notwithstanding any other provision of this Agreement, unless otherwise determined by the Committee or required by any applicable law, rule or regulation, the Company shall not deliver to the Participant any certificates evidencing shares of Stock that may be distributed pursuant to issued upon settlement of any RSUs under this Agreement may consist, in whole or in part, of authorized and unissued Stock, treasury Stock or Stock purchased on the open market. No fractional instead such shares of Stock shall be issued recorded in the books of the Company (or, as applicable, its transfer agent or stock plan administrator) and the Board shall determine, in its discretion, whether cash all references herein to certificates shall be given deemed to apply instead to recordation in lieu of fractional shares or whether such fractional shares shall be eliminated by rounding up or down as appropriatebooks.

Distribution of Stock. Notwithstanding anything herein to the contrary, (a) no payment shall be made under this Agreement in the form of shares of Stock unless the shares of Stock issuable upon such payment are then registered under the Securities Act or, if such shares of Stock are not then so registered, the Company Committee has determined that such payment and issuance would be exempt from the registration requirements of the Securities Act, and (b) the Company shall not be required to issue or deliver any certificates evidencing shares of Stock pursuant to this Agreement unless and until the Board Committee (i) has determined that the issuance and delivery of such certificates is are in compliance with all applicable laws, rules laws and regulations and, if applicable, the requirements of any exchange on which the shares of Stock are listed or traded, and (ii) has obtained the consent or approval of any governmental or regulatory authority that the Board Committee deems to be necessary or desirable as a condition to the issuance of any such certificates to the Employee Participant (or his or her estate). All Stock certificates delivered pursuant to this Agreement shall be subject to any stop-transfer orders and other restrictions as the Board Committee deems necessary or advisable to comply with federal, state, or local securities or other laws, rules and regulations and the rules of any national securities exchange or automated quotation system on which the shares of Stock is are listed, quoted, or traded. The Board Committee may place legends on any Stock certificate to reference restrictions applicable to the shares of Stock. In addition to the terms and conditions provided herein, the Board Committee may require that the Employee Participant make such reasonable covenants, agreements, and representations as the BoardCommittee, in its sole discretion, deems advisable in order to comply with any such laws, regulations, or requirements, including those representations included in the Investment Representation Statement annexed as Exhibit B hereto. The Board Committee shall have the right to require the Employee Participant to comply with any timing or other restrictions with respect to the settlement of any RSUs SARs pursuant to this Agreement, including a window-period limitation, as may be imposed in the discretion of the BoardCommittee. Any shares of Stock that may be distributed pursuant to this Agreement may consist, in whole or in part, of authorized and unissued Stockshares, treasury Stock shares or Stock shares purchased on the open market. No fractional shares of Stock shall be issued and the Board Committee shall determine, in its sole discretion, whether cash shall be given in lieu of fractional shares or whether such fractional shares shall be eliminated by rounding up or down as appropriate.

Distribution of Stock. Notwithstanding anything herein to the contrary, (a) no payment shall be made under this Agreement in the form of Stock unless shares of Stock issuable upon such payment are then registered under the Securities Act or, if such shares are not then so registered, the Company has determined that such payment and issuance would be exempt from the registration requirements of the Securities Act, and (b) the Company shall is not be required to issue or deliver any certificates evidencing shares of Stock pursuant to this Award Agreement unless and until the Board (i) Committee has determined determined, with advice of counsel, that the issuance and delivery of such certificates is in compliance with all applicable laws, rules and regulations of governmental authorities and, if applicable, the requirements of any exchange on which the shares of Stock are listed or traded, and (ii) has obtained the consent or approval of any governmental or regulatory authority that the Board deems to be necessary or desirable as a condition to the issuance of any such certificates to the Employee (or his or her estate). All Stock certificates delivered pursuant to this Award Agreement shall be are subject to any stop-transfer orders and other restrictions as the Board Committee deems necessary or advisable to comply with federal, state, or local foreign jurisdiction, securities or other laws, rules and regulations and the rules of any national securities exchange or automated quotation system on which the Stock is listed, quoted, or traded. In the event that any such issuance or delivery is delayed because the Company reasonably determines that such issuance or delivery will violate Federal securities laws or other applicable law, such issuance or delivery shall be made at the earliest date at which the Company reasonably determines that such issuance or delivery will not cause such violation. The Board Committee may place legends on any Stock certificate to reference restrictions applicable to the Stock. In addition to the terms and conditions provided herein, the Board 5 Committee may require that the Employee Participant make such reasonable covenants, agreements, and representations as the BoardCommittee, in its sole discretion, deems advisable in order to comply with any such laws, regulations, or requirements. The Board shall have the right to Committee may require the Employee Participant to comply with any timing or other restrictions with respect to the settlement of any RSUs pursuant to this AgreementPSUs, including a window-period limitation, as may be imposed in the discretion of the BoardCommittee. Any Notwithstanding any other provision of this Award Agreement, unless otherwise determined by the Committee or required by any applicable law, rule or regulation, the Company shall not deliver to the Participant any certificates evidencing shares of Stock that may be distributed pursuant to issued upon settlement of any PSUs under this Award Agreement may consist, in whole or in part, of authorized and unissued Stock, treasury Stock or Stock purchased on the open market. No fractional instead such shares of Stock shall be issued recorded in the books of the Company (or, as applicable, its transfer agent or stock plan administrator) and the Board shall determine, in its discretion, whether cash all references herein to certificates shall be given deemed to apply instead to recordation in lieu of fractional shares or whether such fractional shares shall be eliminated by rounding up or down as appropriatebooks.