Common use of Dividend Equivalent Rights Distributions Clause in Contracts

Dividend Equivalent Rights Distributions. As of any applicable dividend or distribution payment date, the Participant shall, except as otherwise provided below in this Section 5(b), receive a payment of cash, shares of Common Stock or other property, as determined by the Committee, on the dividend payment date in an amount equal to or, if applicable, of equivalent value as the full amount of the dividend or distribution then made with respect to each share of Common Stock (a “Dividend Equivalent Right”) multiplied by the number of Stock Units in the Participant’s Stock Unit Account as of the applicable dividend record date. Any cash, shares or other property paid on account of Dividend Equivalent Rights with respect to this Award shall be fully vested and nonforfeitable when paid. Dividend Equivalent Rights shall be paid only with respect to cash dividends and distributions, and dividends in connection with which holders of shares of Common Stock have the right to elect to receive cash, shares of Common Stock of equivalent value, or a combination thereof (dividends referred to in this sentence are referred to as “Cash or Combination Dividends”). Cash or Combination Dividends do not include any dividend declared by the Company solely in shares of Common Stock or other non-cash property (a “Stock Dividend”). Regardless of the form in which the applicable dividend or distribution is paid to holders of Common Stock, the Committee shall have the authority, in its sole discretion, in connection with each dividend to determine whether Dividend Equivalent Rights are satisfied through the payment of cash, the delivery of shares of Common Stock of equivalent value, other property, or any combination thereof, including without limitation such combination as (i) is determined on the basis of elections made by holders of shares of Common Stock (subject to any applicable limitation on the aggregate amount of cash available to be included in the dividend or distribution) or (ii) is applicable to those holders of Common Stock who fail to make a valid election. The Committee shall also have the authority to determine the measure of equivalent value per share through such valuation methodologies as it deems reasonable, including without limitation a formula based on (I) such combination of cash and shares of Common Stock as reflects the relative percentages of the aggregate dividend or distribution paid by the Corporation after giving effect to all valid elections received by the Corporation from holders of Common Stock (subject to any applicable limitation on the aggregate amount of cash available to be included in the dividend or distribution) and (II) the value per share of Common Stock used to calculate the number of shares of Common Stock to be issued on the applicable dividend or distribution payment date on account of such dividend or distribution to holders of Common Stock.

Dividend Equivalent Rights Distributions. As of any applicable dividend or distribution payment date, the Participant Director shall, except as otherwise provided below in this Section 5(b), receive a payment of cash, shares of Common Stock or other property, as determined by the Committee, on the dividend payment date in an amount equal to or, if applicable, of equivalent value as the full amount of the dividend or distribution then made with respect to each share of Common Stock (a “Dividend Equivalent Right”) multiplied by the number of Stock Units in that are outstanding under the Participant’s Stock Unit Account Award as of the applicable dividend record date; provided, however, that if the Director has made a valid election to defer payment of the Stock Units as contemplated by Section 7 below, any Dividend Equivalent Rights with respect to such deferred Stock Units shall be credited to the Director as of the applicable dividend or distribution payment date and shall be paid at the same time as the deferred Stock Units to which they relate. Any cash, shares or other property paid on account of Dividend Equivalent Rights with respect to this Award shall be fully vested and nonforfeitable when paidpaid (or, in the case of Dividend Equivalent Rights credited in respect of Stock Units subject to a deferral election, shall be fully vested and nonforfeitable when credited), regardless of whether the Stock Units to which they relate are vested or unvested, provided that the Director shall have no Dividend Equivalent Rights with respect to any Stock Units that, as of the applicable dividend or distribution payment date, have either been paid pursuant to Section 7 or terminated pursuant to Section 8. Dividend Equivalent Rights shall be paid or credited only with respect to cash dividends and distributions, and dividends in connection with which holders of shares of Common Stock have the right to elect to receive cash, shares of Common Stock of equivalent value, or a combination thereof (dividends referred to in this sentence are referred to as “Cash or Combination Dividends”). Cash or Combination Dividends do not include any dividend declared by the Company Corporation solely in shares of Common Stock or other non-cash property (a “Stock Dividend”). Regardless of the form in which the applicable dividend or distribution is paid to holders of Common Stock, the Committee shall have the authority, in its sole discretion, in connection with each dividend to determine whether Dividend Equivalent Rights are satisfied through the payment of cash, the delivery of shares of Common Stock of equivalent value, other property, or any combination thereof, including without limitation such combination as (i) is determined on the basis of elections made by holders of shares of Common Stock (subject to any applicable limitation on the aggregate amount of cash available to be included in the dividend or distribution) or (ii) is applicable to those holders of Common Stock who fail to make a valid election. The Committee shall also have the authority to determine the measure of equivalent value per share through such valuation methodologies as it deems reasonable, including without limitation a formula based on (I) such combination of cash and shares of Common Stock as reflects the relative percentages of the aggregate dividend or distribution paid by the Corporation after giving effect to all valid elections received by the Corporation from holders of Common Stock (subject to any applicable limitation on the aggregate amount of cash available to be included in the dividend or distribution) and (II) the value per share of Common Stock used to calculate the number of shares of Common Stock to be issued on the applicable dividend or distribution payment date on account of such dividend or distribution to holders of Common Stock.

Dividend Equivalent Rights Distributions. As of any applicable dividend or distribution payment date, the Participant shall, except as otherwise provided below in this Section 5(b), receive a payment of cash, shares of Common Stock or other property, as determined by the Committee, on the dividend payment date in an amount equal to or, if applicable, of equivalent value as the full amount of the dividend or distribution then made with respect to each share of Common Stock (a “Dividend Equivalent Right”) multiplied by the number of Stock Units in the Participant’s Stock Unit Account as of the applicable dividend record date. Any cash, shares or other property paid on account of Dividend Equivalent Rights with respect to this Award shall be fully vested and nonforfeitable when paid. Dividend Equivalent Rights shall be paid only with respect to cash dividends and distributions, and dividends in connection with which holders of shares of Common Stock have the right to elect to receive cash, shares of Common Stock of equivalent value, or a combination thereof (dividends referred to in this sentence are referred to as “Cash or Combination Dividends”). Cash or Combination Dividends do not include any dividend declared by the Company Corporation solely in shares of Common Stock or other non-cash property (a “Stock Dividend”). Regardless of the form in which the applicable dividend or distribution is paid to holders of Common Stock, the Committee shall have the authority, in its sole discretion, in connection with each dividend to determine whether Dividend Equivalent Rights are satisfied through the payment of cash, the delivery of shares of Common Stock of equivalent value, other property, or any combination thereof, including without limitation such combination as (i) is determined on the basis of elections made by holders of shares of Common Stock (subject to any applicable limitation on the aggregate amount of cash available to be included in the dividend or distribution) or (ii) is applicable to those holders of Common Stock who fail to make a valid election. The Committee shall also have the authority to determine the measure of equivalent value per share through such valuation methodologies as it deems reasonable, including without limitation a formula based on (I) such combination of cash and shares of Common Stock as reflects the relative percentages of the aggregate dividend or distribution paid by the Corporation after giving effect to all valid elections received by the Corporation from holders of Common Stock (subject to any applicable limitation on the aggregate amount of cash available to be included in the dividend or distribution) and (II) the value per share of Common Stock used to calculate the number of shares of Common Stock to be issued on the applicable dividend or distribution payment date on account of such dividend or distribution to holders of Common Stock.