Common use of Distribution of Stock Clause in Contracts

Distribution of Stock. (a) Subject to the terms and conditions of the Plan, and the Terms (including Section 2.5(b) below), the shares of Stock underlying the Restricted Stock Units shall be distributed to Participant (or in the event of Participant’s death, to his or her designated beneficiary or estate, as the case may be) no later than 10 days following the date such Restricted Stock Units vest under Section 2.2, 2.3 or 2.4. (b) Notwithstanding anything to the contrary in Section 2.5(a) above, if permitted by the Administrator, and if Participant completed and timely submitted to the Company a deferral election (the “Deferral Election”) with respect to all or any of the shares of Stock underlying the Restricted Stock Units in a form approved for such purpose by the Administrator, then the shares of Stock underlying the Restricted Stock Units shall be distributable to Participant in accordance with the terms of the Deferral Election; provided, however, that (i) in the event that the Deferred Shares become distributable to Participant on account of a Change in Control pursuant to Section 2.4(b), the Deferred Shares shall not be distributed on account of such event unless the Change in Control is a 409A Change in Control, in which case the Deferred Shares shall be distributed to Participant in a lump sum within 10 business days following the 409A Change in Control; (ii) in the event of Participant’s death prior to the distribution of the Deferred Shares, the Deferred Shares shall be distributed to Participant’s designated beneficiary or estate, as the case may be, in a lump sum within 10 business days following the date of Participant’s death; and, (iii) in the event of Participant’s Termination of Employment, all Deferred Shares with respect to any underlying Restricted Stock Units that have vested on or prior to such Termination of Employment shall be distributed to Participant within 10 business days following the date of Participant’s Termination of Employment. Any distribution that is due to be distributed as of a particular date pursuant to the provisions of Section 2.5(b) will be deemed to be distributed as of such date if it is distributed no later than the date permitted pursuant to Treasury Regulations Section 1.409A-3(d), or any successor provision thereto. Any shares of Stock issuable with respect to Participant’s vested Restricted Stock Units, the issuance of which have been deferred by Participant pursuant to a timely completed and effective Deferral Election, shall be referred to herein as “Deferred Shares.”

Distribution of Stock. (a) Subject The Company will deliver to the terms and conditions Director a number of the Plan, and the Terms (including Section 2.5(b) below), the shares of Stock underlying the Restricted Stock Units shall be distributed to Participant (or in the event of Participant’s death, to his or her designated beneficiary or estate, as the case may be) no later than 10 days following the date such Restricted Stock Units vest under Section 2.2, 2.3 or 2.4. (b) Notwithstanding anything equal to the contrary in Section 2.5(a) above, if permitted by the Administrator, and if Participant completed and timely submitted to the Company a deferral election (the “Deferral Election”) with respect to all or any number of the vested shares of Stock underlying subject to Director’s Award on the Restricted Stock Units in Vesting Dates provided herein (each date of issuance, a form approved for such purpose by the Administrator, then the shares of Stock underlying the Restricted Stock Units shall be distributable to Participant in accordance with the terms of the Deferral Election“Settlement Date”); provided, however, that that if the first vesting date occurs no sooner than 12 months following the Date of Grant and if, within the 30-day period following the Date of Grant, Director elects to defer delivery of such shares of Stock beyond the vesting date, then the Company will deliver such shares to Director on the date or dates that Director so elects (i) each such date being the applicable Settlement Date hereunder); provided further, that notwithstanding any such deferral election, if Director ceases to provide Continuous Service and has a “separation from service” with the Company for purposes of Section 409A of the Code, all vested shares of Common Stock subject to the award shall be delivered to Director as soon as practicable after the date of separation from service. If such deferral election is made, the Board or the Committee will, in its sole discretion, establish the rules and procedures for such deferrals. Notwithstanding the foregoing, in the event that the Deferred Shares become distributable Company determines that the Director’s sale of shares of Company stock on the date the shares subject to Participant on account the award are scheduled to be delivered (the “Original Distribution Date”) would violate the Company’s policy regarding xxxxxxx xxxxxxx of a Change the Company’s stock, as determined by the Company in Control pursuant to Section 2.4(b)accordance with such policy, the Deferred Shares then such shares shall not be distributed delivered on account of such event unless the Change in Control is a 409A Change in Control, in which case the Deferred Shares Original Distribution Date and shall instead be distributed to Participant in a lump sum within 10 business days delivered as soon as practicable following the 409A Change next date that Director could sell such shares pursuant to such policy; provided, however, that in Control;no event shall the delivery of the shares be delayed pursuant to this provision beyond the later of: (ii1) in the event of Participant’s death prior to the distribution December 31st of the Deferred Sharessame calendar year of the Original Distribution Date, or (2) the Deferred Shares shall be distributed to Participant’s designated beneficiary or estate, as 15th day of the case may be, in a lump sum within 10 business days third calendar month following the date of Participant’s death; and, (iii) in the event of Participant’s Termination of Employment, all Deferred Shares with respect to any underlying Restricted Stock Units that have vested on or prior to such Termination of Employment shall be distributed to Participant within 10 business days following the date of Participant’s Termination of Employment. Any distribution that is due to be distributed as of a particular date pursuant to the provisions of Section 2.5(b) will be deemed to be distributed as of such date if it is distributed no later than the date permitted pursuant to Treasury Regulations Section 1.409A-3(d), or any successor provision thereto. Any shares of Stock issuable with respect to Participant’s vested Restricted Stock Units, the issuance of which have been deferred by Participant pursuant to a timely completed and effective Deferral Election, shall be referred to herein as “Deferred SharesOriginal Distribution Date.”

Distribution of Stock. (ai) Subject to the terms and conditions of the Plan, and the Terms (including Section 2.5(b) below), the shares of Stock underlying the Restricted Stock Units shall be distributed to Participant (or in the event of Participant’s 's death, to his or her designated beneficiary or estate, as the case may be) no later than 10 days following the date such Restricted Stock Units vest under Section 2.2, 2.3 or 2.4. (b) Notwithstanding anything to the contrary in Section 2.5(a) above, if permitted by the Administrator, and if Participant completed and timely submitted to the Company a deferral election (the “Deferral Election”) with respect to all or any of the shares of Stock underlying the such Participant's vested Restricted Stock Units in a form approved for such purpose by the Administrator, then the shares of Stock underlying the granted to Participant pursuant to this Restricted Stock Units shall be distributable Unit Agreement, subject to Participant in accordance with the terms and provisions of the Deferral ElectionPlan and this Restricted Stock Unit Agreement, commencing following the earliest to occur of the following events (each, a "Distribution Event"): (1) Participant's "separation from service" within the meaning of Section 409A(2)(A)(i) of the Code and the Treasury Regulations thereunder; provided, however, thatthat if Participant is a "specified employee" at the time of Participant's "separation from service," the "Distribution Event" for purposes of this Section 2.3(a)(i) shall be the date that is six months after Participant's "separation from service" (or, if earlier, the date of Participant's death). For purposes of this Section 2.3(a)(i), Participant shall be a "specified employee" if Participant is a key employee (as defined in Section 416(i) of the Code without regard to paragraph (5) thereof) of the Company and any stock of the Company is publicly-traded on an established securities market or otherwise, as determined under Section 409A(a)(2)(B)(i) of the Code and the Treasury Regulations thereunder; (i2) in The date Participant becomes "disabled" within the event that meaning of Section 409A(2)(C) of the Deferred Shares become distributable Code and the Treasury Regulations thereunder; (3) Participant's death; (4) The date immediately prior to Participant on account of a Change in Control pursuant to Section 2.4(b), the Deferred Shares shall not be distributed on account of such event unless the Change in Control is a 409A Change in Control, in which case the Deferred Shares shall be distributed to Participant in a lump sum within 10 business days following the 409A so long as such "Change in Control; (ii) " constitutes a change in the event of Participant’s death prior to the distribution ownership or effective control of the Deferred SharesCompany, the Deferred Shares shall be distributed to Participant’s designated beneficiary or estate, as the case may be, in a lump sum within 10 business days following the date of Participant’s death; and, (iii) in the event of Participant’s Termination of Employment, all Deferred Shares with respect to any underlying Restricted Stock Units that have vested on or prior to such Termination of Employment shall be distributed to Participant within 10 business days following the date of Participant’s Termination of Employment. Any distribution that is due to be distributed as ownership of a particular date pursuant to substantial portion of the provisions assets of the Company within the meaning of Section 2.5(b409A(2)(A)(v) will be deemed to be distributed as of such date if it is distributed no later than the date permitted pursuant to Code and the Treasury Regulations Section 1.409A-3(d), or any successor provision thereto. Any shares of Stock issuable with respect to Participant’s vested Restricted Stock Units, the issuance of which have been deferred by Participant pursuant to a timely completed and effective Deferral Election, shall be referred to herein as “Deferred Shares.”thereunder; or

Distribution of Stock. (a) Subject to the terms and conditions of the Plan, Plan and the Terms (including Section 2.5(b2.4(b) below), the shares of Stock underlying the Restricted Stock Units shall be distributed to Participant (or in the event of Participant’s death, to his or her designated beneficiary or estate, as the case may be) no later than 10 days following the date such Restricted Stock Units vest under Section 2.2, 2.3 2.2 or 2.42.3. (b) Notwithstanding anything to the contrary in Section 2.5(a2.4(a) above, if permitted by the Administrator, Administrator and if Participant completed and timely submitted to the Company a deferral election (the “Deferral Election”) with respect to all or any of the shares of Stock underlying the Restricted Stock Units in a form approved for such purpose by the Administrator, then the shares of Stock underlying the Restricted Stock Units shall be distributable to Participant in accordance with the terms of the Deferral Election; provided, however, that (i) in the event that of a Section 409A Change in Control on or after the first anniversary of the Grant Date and prior to the distribution of all of the Deferred Shares become distributable to Participant on account of a Change in Control pursuant to Section 2.4(b(as defined below), the Deferred Shares shall not be distributed on account of such event unless the Change in Control is a 409A Change in Control, in which case the all remaining Deferred Shares shall be distributed to Participant in a lump sum within 10 business days following on the day immediately preceding such Section 409A Change in Control; (ii) in the event of Participant’s death prior to the distribution of all of the Deferred Shares, the all remaining Deferred Shares shall be distributed to Participant’s estate or to Participant’s designated beneficiary or estate, as the case may be, in a lump sum within 10 no later than 30 business days following the date of Participant’s death; and,; (iii) in the event of Participant’s Termination of Employment, all Deferred Shares if one or more effective Deferral Elections exist with respect to any underlying one or more Restricted Stock Units that have vested on or prior Unit awards granted to such Termination Participant under the Plan, then the time and form of Employment distribution specified for the Deferred Shares shall be distributed the time and form of distribution specified in the initial Deferral Election in which Participant elected to Participant within 10 business days following the date receive one or more shares of Participant’s Termination of EmploymentStock on a deferred basis. Any distribution that is due to be distributed as of a particular date pursuant to the provisions of Section 2.5(b2.4(b) will be deemed to be distributed as of such date if it is distributed no later than the date permitted pursuant to Treasury Regulations Section 1.409A-3(d), or any successor provision thereto. Any shares of Stock issuable with respect to Participant’s vested Restricted Stock Units, the issuance of which have been deferred by Participant pursuant to a timely completed and effective Deferral Election, shall be referred to herein as “Deferred Shares”.”

Distribution of Stock. (ai) Subject to the terms and conditions of the Plan, and the Terms (including Section 2.5(b) below), the shares of Stock underlying the Restricted Stock Units shall be distributed to Participant (or in the event of Participant’s death, to his or her designated beneficiary or estate, as the case may be) no later than 10 days following the date such Restricted Stock Units vest under Section 2.2, 2.3 or 2.4. (b) Notwithstanding anything to the contrary in Section 2.5(a) above, if permitted by the Administrator, and if Participant completed and timely submitted to the Company a deferral election (the “Deferral Election”) with respect to all or any of the shares of Stock underlying the such Participant’s vested Restricted Stock Units in a form approved for such purpose by the Administrator, then the shares of Stock underlying the granted to Participant pursuant to this Restricted Stock Units shall be distributable Unit Agreement, subject to Participant in accordance with the terms and provisions of the Deferral ElectionPlan and this Restricted Stock Unit Agreement, commencing following the earliest to occur of the following events (each, a “Distribution Event”): (1) Participant’s “separation from service” within the meaning of Section 409A(2)(A)(i) of the Code and the Treasury Regulations thereunder; provided, however, that (i) in the event that the Deferred Shares become distributable to if Participant on account of a Change in Control pursuant to Section 2.4(b), the Deferred Shares shall not be distributed on account of such event unless the Change in Control is a 409A Change in Control, in which case “specified employee” at the Deferred Shares shall be distributed to Participant in a lump sum within 10 business days following the 409A Change in Control; (ii) in the event time of Participant’s death prior to “separation from service,” the distribution “Distribution Event” for purposes of the Deferred Shares, the Deferred Shares this Section 2.3(a)(i) shall be distributed to the date that is six months after Participant’s designated beneficiary or estate“separation from service” (or, as the case may beif earlier, in a lump sum within 10 business days following the date of Participant’s death; and,). For purposes of this Section 2.3(a)(i), Participant shall be a “specified employee” if Participant is a key employee (as defined in Section 416(i) of the Code without regard to paragraph (5) thereof) of the Company and any stock of the Company is publicly-traded on an established securities market or otherwise, as determined under Section 409A(a)(2)(B)(i) of the Code and the Treasury Regulations thereunder; (iii2) The date Participant becomes “disabled” within the meaning of Section 409A(2)(C) of the Code and the Treasury Regulations thereunder; (3) Participant’s death; (4) The date immediately prior to a Change in Control, so long as such “Change in Control” constitutes a change in the event ownership or effective control of Participant’s Termination of Employmentthe Company, all Deferred Shares with respect to any underlying Restricted Stock Units that have vested on or prior to such Termination of Employment shall be distributed to Participant within 10 business days following in the date of Participant’s Termination of Employment. Any distribution that is due to be distributed as ownership of a particular date pursuant to substantial portion of the provisions assets of the Company within the meaning of Section 2.5(b409A(2)(A)(v) will be deemed to be distributed as of such date if it is distributed no later than the date permitted pursuant to Code and the Treasury Regulations Section 1.409A-3(d)thereunder; or (5) March 5, or any successor provision thereto. Any shares of 2015 (ii) Subject to Sections 2.1(c)(i) and 2.2, following a Distribution Event, the Stock issuable with respect to Participant’s vested Restricted Stock UnitsUnits shall be distributed to him or her in a lump sum within ten (10) days. (iii) All distributions shall be made by the Company in the form of whole shares of Common Stock. (iv) Notwithstanding the foregoing, the issuance shares of which have been deferred by Participant Common Stock shall be issuable pursuant to a timely completed Restricted Stock Unit at such times and effective Deferral Electionupon such events as are specified in this Agreement only to the extent issuance under such terms will not cause the Restricted Stock Units or the shares of Common Stock issuable pursuant to the Restricted Stock Units to be includible in the gross income of Participant under Section 409A of the Code prior to such times or the occurrence of such events, shall be referred to herein as “Deferred Sharespermitted by the Code and the regulations and other guidance thereunder.”

Distribution of Stock. (ai) Subject to the terms and conditions of the Plan, and the Terms (including Section 2.5(b) below), the shares of Stock underlying the Restricted Stock Units shall be distributed to Participant (or in the event of Participant’s death, to his or her designated beneficiary or estate, as the case may be) no later than 10 days following the date such Restricted Stock Units vest under Section 2.2, 2.3 or 2.4. (b) Notwithstanding anything to the contrary in Section 2.5(a) above, if permitted by the Administrator, and if Participant completed and timely submitted to the Company a deferral election (the “Deferral Election”) with respect to all or any of the shares of Stock underlying the such Participant’s vested Restricted Stock Units in a form approved for such purpose by the Administrator, then the shares of Stock underlying the granted to Participant pursuant to this Restricted Stock Units shall be distributable Unit Agreement, subject to Participant in accordance with the terms and provisions of the Deferral ElectionPlan and this Restricted Stock Unit Agreement, commencing following the earliest to occur of the following events (each, a “Distribution Event”): (1) Participant’s “separation from service” within the meaning of Section 409A(2)(A)(i) of the Code and the Treasury Regulations thereunder; provided, however, that (i) in the event that the Deferred Shares become distributable to if Participant on account of a Change in Control pursuant to Section 2.4(b), the Deferred Shares shall not be distributed on account of such event unless the Change in Control is a 409A Change in Control, in which case “specified employee” at the Deferred Shares shall be distributed to Participant in a lump sum within 10 business days following the 409A Change in Control; (ii) in the event time of Participant’s death prior to “separation from service,” the distribution “Distribution Event” for purposes of the Deferred Shares, the Deferred Shares this Section 2.3(a)(i) shall be distributed to the date that is six months after Participant’s designated beneficiary or estate“separation from service” (or, as the case may beif earlier, in a lump sum within 10 business days following the date of Participant’s death; and,). For purposes of this Section 2.3(a)(i), Participant shall be a “specified employee” if Participant is a key employee (as defined in Section 416(i) of the Code without regard to paragraph (5) thereof) of the Company and any stock of the Company is publicly-traded on an established securities market or otherwise, as determined under Section 409A(a)(2)(B)(i) of the Code and the Treasury Regulations thereunder; (iii2) The date Participant becomes “disabled” within the meaning of Section 409A(2)(C) of the Code and the Treasury Regulations thereunder; (3) Participant’s death; (4) The date immediately prior to a Change in Control, so long as such “Change in Control” constitutes a change in the event ownership or effective control of Participant’s Termination of Employmentthe Company, all Deferred Shares with respect to any underlying Restricted Stock Units that have vested on or prior to such Termination of Employment shall be distributed to Participant within 10 business days following in the date of Participant’s Termination of Employment. Any distribution that is due to be distributed as ownership of a particular date pursuant to substantial portion of the provisions assets of the Company within the meaning of Section 2.5(b409A(2)(A)(v) will be deemed to be distributed as of such date if it is distributed no later than the date permitted pursuant to Code and the Treasury Regulations Section 1.409A-3(d), or any successor provision thereto. Any shares of Stock issuable with respect to Participant’s vested Restricted Stock Units, the issuance of which have been deferred by Participant pursuant to a timely completed and effective Deferral Election, shall be referred to herein as “Deferred Shares.”thereunder; or