Common use of Distribution or Payment of RSUs Clause in Contracts

Distribution or Payment of RSUs. (a) Participant’s RSUs shall be distributed in Shares (either in book-entry form or otherwise) or, at the option of the Company, paid in an amount of cash as set forth in Section 2.3(b), in either case, as soon as administratively practicable following the vesting of the applicable RSU pursuant to Section 2.2, and, in any event, within sixty (60) days following such vesting (for the avoidance of doubt, this deadline is intended to comply with the “short-term deferral” exemption from Section 409A of the Code). Notwithstanding the foregoing, the Company may delay a distribution or payment in settlement of RSUs if it reasonably determines that such payment or distribution will violate Federal securities laws or any other Applicable Law, provided that such distribution or payment shall be made at the earliest date at which the Company reasonably determines that the making of such distribution or payment will not cause such violation, as required by Treasury Regulation Section 1.409A-2(b)(7)(ii), and provided further that no payment or distribution shall be delayed under this Section 2.3(a) if such delay will result in a violation of Section 409A of the Code. (b) In the event that the Company elects to make payment of Participant’s RSUs in cash, the amount of cash payable with respect to each RSU shall be equal to the Fair Market Value of a Share on the day immediately preceding the applicable distribution or payment date set forth in Section 2.3(a). All distributions made in Shares shall be made by the Company in the form of whole Shares, and any fractional share shall be distributed in cash in an amount equal to the value of such fractional share determined based on the Fair Market Value as of the date immediately preceding the date of such distribution.

Distribution or Payment of RSUs. (a) All of the Participant’s RSUs which are then vested under Section 2.2 hereof shall be distributed in Shares (either in book-entry form or otherwise) or, at the option of the Company, paid in an amount cash on the earliest to occur of cash as set forth in the following dates: (i) the [ ] anniversary of the Grant Date; (ii) subject to Section 2.3(b), in either case, as soon as administratively practicable following the vesting date of the applicable RSU pursuant to Section 2.2occurrence of a Change in Control, and, but only if such transaction or event constitutes a “change in any control event, within sixty (60) days following such vesting (for the avoidance of doubt, this deadline is intended to comply with the “short-term deferral,” exemption from Section 409A of the Code). Notwithstanding the foregoing, the Company may delay a distribution or payment as defined in settlement of RSUs if it reasonably determines that such payment or distribution will violate Federal securities laws or any other Applicable Law, provided that such distribution or payment shall be made at the earliest date at which the Company reasonably determines that the making of such distribution or payment will not cause such violation, as required by Treasury Regulation Section 1.409A-2(b)(7)(ii1.409A-3(i)(5); or (iii) subject to Section 2.3(c), and provided further that no payment or distribution shall be delayed under this Section 2.3(a) if such delay will result in a violation of Section 409A the date of the CodeParticipant’s Separation from Service for any reason. (b) No distribution or payment of the Participant’s vested RSUs shall be made pursuant to Section 2.3(a)(ii) above upon the occurrence of a Change in Control that does not constitute a “change in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5). In the event that the Company elects to make payment of the Participant’s RSUs in cash, the amount of payable in cash payable with respect to for each RSU shall be equal to the Fair Market Value of a Share share of Stock on the day immediately preceding the applicable distribution or payment date set forth in Section 2.3(a)date. All distributions made in Shares shall be made by the Company in the form of whole Shares, and any fractional share shall be distributed in cash in an amount equal to the value of such fractional share determined based on the Fair Market Value as of the date immediately preceding the date of prior to such distribution. (c) For purposes of this Agreement, the Participant’s “Separation from Service” shall mean the Participant’s “separation from service” from the Company (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)). Notwithstanding anything to the contrary in this Agreement, no Restricted Stock Unit shall be distributed or paid to the Participant pursuant to Section 2.3(a)(iii) hereof during the 6-month period following the Participant’s Separation from Service if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the distribution or payment of any of the Participant’s RSUs is delayed as a result of the previous sentence, then on the first business day following the end of such 6-month period (or such earlier date upon which such amount can be paid under Section 409A of the Code without resulting in a prohibited distribution, including as a result of the Participant’s death), such RSUs shall be distributed in shares of Stock or, at the option of the Company, paid in cash.

Distribution or Payment of RSUs. (a) Participant’s RSUs shall be distributed in Shares (either in book-entry form or otherwise) or, at the option of the Company, paid in an amount of cash as set forth in Section 2.3(b), in either case, as soon as administratively practicable following the vesting of the applicable RSU pursuant to Section 2.2, and, in any event, within sixty (60) days following such vesting (for the avoidance of doubt, this deadline is intended to comply with the “short-term deferral” exemption from Section 409A of the Code)vesting. Notwithstanding the foregoing, the Company may delay a distribution or payment in settlement of RSUs if it reasonably determines that such payment or distribution will violate Federal securities laws or any other Applicable Law, provided that such distribution or payment shall be made at the earliest date at which the Company reasonably determines that the making of such distribution or payment will not cause such violation, as required by Treasury Regulation Section 1.409A-2(b)(7)(ii), and provided further that no payment or distribution shall be delayed under this Section 2.3(a) if such delay will result in a violation of Section 409A of the Code.409A. (b) In the event that the Company elects to make payment of Participant’s RSUs in cash, the amount of cash payable with respect to each RSU shall be equal to the Fair Market Value of a Share on the day immediately preceding the applicable distribution or payment date set forth in Section 2.3(a). All distributions made in Shares shall be made by the Company in the form of whole Shares, and any fractional share Share shall be distributed in cash in an amount equal to the value of such fractional share Share determined based on the Fair Market Value as of the date immediately preceding the date of such distribution.

Distribution or Payment of RSUs. (ai) All of the Participant’s RSUs shall be distributed in Shares (either in book-entry form or otherwise) or, at the option of the Company, paid in an amount cash on the earlier of cash as set forth in (i) the date of the Participant’s Separation from Service for any reason, subject to Section 2.3(b), in either case, as soon as administratively practicable following or (ii) the vesting date of the applicable RSU pursuant to Section 2.2occurrence of a Change in Control, and, but only if such transaction or event constitutes a “change in any control event, within sixty (60) days following such vesting (for the avoidance of doubt, this deadline is intended to comply with the “short-term deferral,” exemption from Section 409A of the Code). Notwithstanding the foregoing, the Company may delay a distribution or payment as defined in settlement of RSUs if it reasonably determines that such payment or distribution will violate Federal securities laws or any other Applicable Law, provided that such distribution or payment shall be made at the earliest date at which the Company reasonably determines that the making of such distribution or payment will not cause such violation, as required by Treasury Regulation Section 1.409A-2(b)(7)(ii1.409A-3(i)(5), and provided further that no payment or distribution shall be delayed under this Section 2.3(a) if such delay will result in a violation of Section 409A of the Code. (b) . In the event that the Company elects to make payment of the Participant’s RSUs in cash, the amount of payable in cash payable with respect to for each RSU shall be equal to the Fair Market Value of a Share share of Stock on the day immediately preceding the applicable distribution or payment date set forth in Section 2.3(a)date. All distributions made in Shares shall be made by the Company or the Partnership in the form of whole Shares, and any fractional share shall be distributed in cash in an amount equal to the value of such fractional share determined based on the Fair Market Value as of the date immediately preceding prior to such distribution. Notwithstanding any provisions of this Agreement or the date Plan to the contrary, the time of distribution of the RSUs under this Agreement may not be changed except as may be permitted by the Administrator in accordance with Section 409A of the Code and the applicable Treasury Regulations promulgated thereunder. (b) For purposes of this Agreement, the Participant’s “Separation from Service” shall mean the Participant’s “separation from service” from the Company and the Partnership (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)). Notwithstanding anything to the contrary in this Agreement, no Restricted Stock Unit shall be distributed or paid to the Participant during the 6-month period following the Participant’s Separation from Service if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the distribution or payment of any of the Participant’s RSUs is delayed as a result of the previous sentence, then on the first business day following the end of such 6-month period (or such earlier date upon which such amount can be paid under Section 409A of the Code without resulting in a prohibited distribution, including as a result of the Participant’s death), such RSUs shall be distributed in shares of Stock or, at the option of the Company, paid in cash.

Distribution or Payment of RSUs. (a) Participant’s RSUs shall be distributed in Shares (either in book-entry form or otherwise) or, at the option of the Company, paid in an amount of cash as set forth in Section 2.3(b), in either case, as soon as administratively practicable following the vesting of the applicable RSU pursuant to Section 2.2RSU, and, in any event, within sixty (60) days following such vesting (for the avoidance of doubt, this deadline is intended to comply with the “short-term deferral” exemption from Section 409A of the Code)vesting. Notwithstanding the foregoing, the Company may delay a distribution or payment in settlement of RSUs if it reasonably determines that such payment or distribution will violate Federal federal securities laws or any other Applicable Law, provided that such distribution or payment shall be made at the earliest date at which the Company reasonably determines that the making of such distribution or payment will not cause such violation, as required by Treasury Regulation Section 1.409A-2(b)(7)(ii), and provided further that no payment or distribution shall be delayed under this Section 2.3(a) if such delay will result in a violation of Section 409A of the Code. (b) In the event that the Company elects to make payment of Participant’s RSUs in cash, the amount of cash payable with respect to each RSU shall be equal to the Fair Market Value of a Share on the day immediately preceding the applicable distribution or payment date set forth in Section 2.3(a). All distributions made in Shares shall be made by the Company in the form of whole Shares, and any fractional share shall be distributed in cash in an amount equal to the value of such fractional share determined based on the Fair Market Value as of the date immediately preceding the date of such distribution.

Distribution or Payment of RSUs. (a) Participant’s RSUs shall be distributed in Shares (either in book-entry form or otherwise) or, at the option of the Company, paid in an amount of cash as set forth in Section 2.3(b), in either case, as soon as administratively practicable following the vesting of the applicable RSU pursuant to Section 2.2, and, in any event, within sixty seventy-five (6075) days following such vesting (for the avoidance of doubt, this deadline is intended to comply with the “short-term deferral” exemption from Section 409A of the Code). Notwithstanding the foregoing, the Company may delay a distribution or payment in settlement of RSUs if it reasonably determines that such payment or distribution will violate Federal securities laws or any other Applicable Law, provided that such distribution or payment shall be made at the earliest date at which the Company reasonably determines that the making of such distribution or payment will not cause such violation, as required by Treasury Regulation Section 1.409A-2(b)(7)(ii), and provided further that no payment or distribution shall be delayed under this Section 2.3(a) if such delay will result in a violation of Section 409A of the Code. (b) In the event that the Company elects to make payment of Participant’s RSUs in cash, the amount of cash payable with respect to each RSU shall be equal to the Fair Market Value of a Share on the day immediately preceding the applicable distribution or payment date set forth in Section 2.3(a). All distributions made in Shares shall be made by the Company in the form of whole Shares, and any fractional share shall be distributed in cash in an amount equal to the value of such fractional share determined based on the Fair Market Value as of the date immediately preceding the date of such distribution.

Distribution or Payment of RSUs. (a) Participant’s RSUs to the extent vested shall be distributed in Shares (either in book-entry form or otherwise) orpromptly following the Vesting Date, at the option but in all events prior to March 15 of the Company, paid in an amount of cash as set forth in Section 2.3(b), in either case, as soon as administratively practicable calendar year following the vesting calendar year in which the Vesting Date occurs; provided, however, that in the event of a Change in Control where the applicable RSU pursuant to Section 2.2RSUs are not assumed by the surviving company in such Change in Control, and, the RSUs may be cancelled in any event, within sixty (60) days following such vesting (exchange for the avoidance right to receive a cash payment equal to the number of doubt, this deadline is intended to comply RSUs vested in accordance with Section 2.2 multiplied by the “short-term deferral” exemption from Section 409A value of a Share as of such Change in Control as determined by the Code)Administrator. Notwithstanding the foregoing, the Company may delay a distribution or payment in settlement of RSUs if it reasonably determines that such payment or distribution will violate Federal federal securities laws or any other Applicable Law, provided that such distribution or payment shall be made at the earliest date at which the Company reasonably determines that the making of such distribution or payment will not cause such violation, as required by Treasury Regulation Section 1.409A-2(b)(7)(ii), and provided further that no payment or distribution shall be delayed under this Section 2.3(a) if such delay will result in a violation of Section 409A of the Code.409A. (b) In the event that the Company elects to make payment of Participant’s RSUs in cash, the amount of cash payable with respect to each RSU shall be equal to the Fair Market Value of a Share on the day immediately preceding the applicable distribution or payment date set forth in Section 2.3(a). All distributions made in of Shares shall be made by the Company in the form of whole Shares, and any fractional share shall be distributed in cash in an amount equal to the value of such fractional share determined based on the Fair Market Value as of the date immediately preceding the date of such distribution.