Common use of Dividend Equivalents and Retained Distributions Clause in Contracts

Dividend Equivalents and Retained Distributions. If on any date while PSUs are outstanding hereunder the Company shall pay any regular cash dividend on the Shares, the Participant shall not be entitled to receive the amount of cash equal to the dividend paid on a Share as a dividend equivalent payment (the “Dividend Equivalents”) at the time the regular cash dividend is paid to holders of Shares. If on any date while PSUs are outstanding hereunder the Company shall pay any dividend (including a regular cash dividend) or make any other distribution on the Shares, then, the Participant shall be credited with a bookkeeping entry equivalent to such dividend or distribution for each Target PSU held by the Participant on the record date for such dividend or distribution, but the Company shall retain custody of all such dividends and distributions (the “Retained Distributions”) unless the Board has in its sole discretion (and in a manner consistent with Section 19 of the Plan) determined that an amount equivalent to such dividend other than a regular cash dividend or distribution shall be paid currently to the Participant; provided, however, that if the Retained Distribution relates to a dividend paid in Shares, the Participant shall receive an additional amount of PSUs (i.e., by increasing the number of Target PSUs) equal to the product of (I) the aggregate number of Target PSUs held by the Participant pursuant to this Agreement through the related dividend record date, multiplied by (II) the number of Shares (including any fraction thereof) payable as a dividend on a Share. Retained Distributions will not bear interest and will be subject to the same restrictions as the PSUs to which they relate. Retained Distributions will be paid only with respect to the number of Shares that vest pursuant to paragraphs 4, 5 or 6 and will be paid in cash at the same time that Shares are issued to the Participant pursuant to paragraphs 4, 5 or 6, applicable. Notwithstanding anything else contained in this paragraph 3, no payment of Retained Distributions shall occur before the first date on which a payment could be made without subjecting the Participant to tax under the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

Dividend Equivalents and Retained Distributions. If on any date while PSUs RSUs are outstanding hereunder the Company shall pay any regular cash dividend on the Shares, the Participant shall not be entitled to receive paid, for each RSU held by the Participant on the record date, an amount of cash equal to the dividend paid on a Share as a dividend equivalent payment (the “Dividend Equivalents”) at the time the regular cash dividend is that such dividends are paid to holders of Shares. If on any date while PSUs RSUs are outstanding hereunder the Company shall pay any dividend (including other than a regular cash dividend) dividend or make any other distribution on the Shares, then, the Participant shall be credited with a bookkeeping entry equivalent to such dividend or distribution for each Target PSU RSU held by the Participant on the record date for such dividend or distribution, but the Company shall retain custody of all such dividends and distributions (the “Retained Distributions”) unless the Board has in its sole discretion (and in a manner consistent with Section 19 of the Plan) determined that an amount equivalent to such dividend other than a regular cash dividend or distribution shall be paid currently to the ParticipantParticipant (the “Retained Distributions”); provided, however, that if the Retained Distribution relates to a dividend paid in Shares, the Participant shall receive an additional amount of PSUs (i.e., by increasing the number of Target PSUs) RSUs equal to the product of (I) the aggregate number of Target PSUs RSUs held by the Participant pursuant to this Agreement through the related dividend record date, multiplied by (II) the number of Shares (including any fraction thereof) payable as a dividend on a Share. Retained Distributions will not bear interest and will be subject to the same restrictions as the PSUs RSUs to which they relate. Retained Distributions will be paid only with respect to the number of Shares that vest pursuant to paragraphs 4, 5 or 6 and will be paid in cash at the same time that Shares are issued to the Participant pursuant to paragraphs 4, 5 or 6, applicable. Notwithstanding anything else contained in this paragraph 3, no payment of Dividend Equivalents or Retained Distributions shall occur before the first date on which a payment could be made without subjecting the Participant to tax under the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

Dividend Equivalents and Retained Distributions. If on any date while PSUs RSUs are outstanding hereunder the Company shall pay any regular cash dividend on the Shares, the Participant Non-Employee Director shall not be entitled to receive paid, for each RSU held by the Non-Employee Director on the record date, an amount of cash equal to the dividend paid on a Share as a dividend equivalent payment (the “Dividend Equivalents”) at the time the regular cash dividend is that such dividends are paid to holders of Shares. If on any date while PSUs RSUs are outstanding hereunder the Company shall pay any dividend (including other than a regular cash dividend) dividend or make any other distribution on the Shares, then, the Participant Non-Employee Director shall be credited with a bookkeeping entry equivalent to such dividend or distribution for each Target PSU RSU held by the Participant Non-Employee Director on the record date for such dividend or distribution, but the Company shall retain custody of all such dividends and distributions (the “Retained Distributions”) unless the Board has in its sole discretion (and in a manner consistent with Section 19 of the Plan) determined that an amount equivalent to such dividend other than a regular cash dividend or distribution shall be paid currently to the ParticipantNon-Employee Director (the “Retained Distributions”); provided, however, that if the Retained Distribution relates to a dividend paid in Shares, the Participant Non-Employee Director shall receive an additional amount of PSUs (i.e., by increasing the number of Target PSUs) RSUs equal to the product of (I) the aggregate number of Target PSUs RSUs held by the Participant Non-Employee Director pursuant to this Agreement through the related dividend record date, multiplied by (II) the number of Shares (including any fraction thereof) payable as a dividend on a Share. Retained Distributions will not bear interest and will be subject to the same restrictions as the PSUs RSUs to which they relate. Retained Distributions will be paid only with respect to the number of Shares that vest pursuant to paragraphs 4, 5 or 6 and will be paid in cash at the same time that Shares are issued to the Participant pursuant to paragraphs 4, 5 or 6, applicable. Notwithstanding anything else contained in this paragraph 3, no payment of Dividend Equivalents or Retained Distributions shall occur before the first date on which a payment could be made without subjecting the Participant Non-Employee Director to tax under the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

Dividend Equivalents and Retained Distributions. If on any date while PSUs RSUs are outstanding hereunder the Company shall pay any regular cash dividend on the Shares, the Participant shall not be entitled to receive paid, for each RSU held by the Participant on the record date, an amount of cash equal to the dividend paid on a Share as a dividend equivalent payment (the “"Dividend Equivalents”") at the time the regular cash dividend is that such dividends are paid to holders of Shares. If on any date while PSUs RSUs are outstanding hereunder the Company shall pay any dividend (including other than a regular cash dividend) dividend or make any other distribution on the Shares, then, the Participant shall be credited with a bookkeeping entry equivalent to such dividend or distribution for each Target PSU RSU held by the Participant on the record date for such dividend or distribution, but the Company shall retain custody of all such dividends and distributions (the “Retained Distributions”) unless the Board has in its sole discretion (and in a manner consistent with Section 19 of the Plan) determined that an amount equivalent to such dividend other than a regular cash dividend or distribution shall be paid currently to the ParticipantParticipant (the "Retained Distributions"); provided, however, that if the Retained Distribution relates to a dividend paid in Shares, the Participant shall receive an additional amount of PSUs (i.e., by increasing the number of Target PSUs) RSUs equal to the product of (I) the aggregate number of Target PSUs RSUs held by the Participant pursuant to this Agreement through the related dividend record date, multiplied by (II) the number of Shares (including any fraction thereof) payable as a dividend on a Share. Retained Distributions will not bear interest and will be subject to the same restrictions as the PSUs RSUs to which they relate. Retained Distributions will be paid only with respect to the number of Shares that vest pursuant to paragraphs 4, 5 or 6 and will be paid in cash at the same time that Shares are issued to the Participant pursuant to paragraphs 4, 5 or 6, applicable. Notwithstanding anything else contained in this paragraph 3, no payment of Dividend Equivalents or Retained Distributions shall occur before the first date on which a payment could be made without subjecting the Participant to tax under the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “"Code”").

Dividend Equivalents and Retained Distributions. If on any date while PSUs RSUs are outstanding hereunder the Company shall pay any regular cash dividend on the Shares, the Participant shall not be entitled to receive paid, for each RSU held by the Participant on the record date, an amount of cash equal to the dividend paid on a Share as a dividend equivalent payment (the “Dividend Equivalents”) at the time the regular cash dividend is that such dividends are paid to holders of Shares. Notwithstanding the foregoing, any Dividend Equivalents payable before the Determination Date shall not be paid to the Participant at the time dividends are paid to holders of Shares, but instead shall be accumulated and paid upon the earlier of (a) the Determination Date, subject to satisfaction of the Performance Condition (in the event of deemed satisfaction pursuant to Section 4(d), this date shall be a day within the Determination Year determined by the Committee) or (b) the date the Shares subject to the RSUs are transferred to the Participant under Section 5(b). For this purpose, Shares and Retained Distributions shall be considered to be issued or transferred upon the Determination Date if they are issued or transferred within sixty (60) days of the Determination Date, but no later than the end of the Determination Year. If on any date while PSUs RSUs are outstanding hereunder the Company shall pay any dividend (including other than a regular cash dividend) dividend or make any other distribution on the Shares, then, the Participant shall be credited with a bookkeeping entry equivalent to such dividend or distribution for each Target PSU RSU held by the Participant on the record date for such dividend or distribution, but the Company shall retain custody of all such dividends and distributions (the “Retained Distributions”) unless the Board has in its sole discretion (and in a manner consistent with Section 19 of the Plan) determined that an amount equivalent to such dividend other than a regular cash dividend or distribution shall be paid currently to the Participant); provided, however, that if the Retained Distribution relates to a dividend paid in Shares, the Participant shall receive an additional amount of PSUs (i.e., by increasing the number of Target PSUs) RSUs equal to the product of (Ii) the aggregate number of Target PSUs RSUs held by the Participant pursuant to this Agreement through the related dividend record date, multiplied by (IIii) the number of Shares (including any fraction thereof) payable as a dividend on a Share. Retained Distributions will not bear interest and will be subject to the same restrictions and payment timing as the PSUs RSUs to which they relate. Retained Distributions will be paid only with respect to the number of Shares that vest pursuant to paragraphs 4, 5 or 6 and will be paid in cash at the same time that Shares are issued to the Participant pursuant to paragraphs 4, 5 or 6, applicable. Notwithstanding anything else contained in this paragraph 3, no payment of Retained Distributions shall occur before the first date on which a payment could be made without subjecting the Participant to tax under the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

Dividend Equivalents and Retained Distributions. If on any date while PSUs SPSUs are outstanding hereunder the Company shall pay any regular a cash dividend to the holders of its Shares, for each SPSU held by the Participant on the Sharesrecord date, the Participant shall not be entitled to receive the credited with a bookkeeping entry an amount of cash equal to the dividend paid on a Share as a dividend equivalent payment (the “Dividend Equivalents”) at the time the regular cash dividend is paid to holders of Shares). If on any date while PSUs SPSUs are outstanding hereunder the Company shall pay any dividend (including other than a regular cash dividend) dividend or make any other distribution on the Shares, then, the Participant shall be credited with a bookkeeping entry equivalent to such dividend or distribution for each Target PSU SPSU held by the Participant on the record date for such dividend or distribution, but the Company shall retain custody of all such dividends and distributions (the “Retained Distributions”) unless the Board has in its sole discretion (). Dividend Equivalents and in a manner consistent with Section 19 of the Plan) determined that an amount equivalent to such dividend other than a regular cash dividend or distribution shall be paid currently to the Participant; provided, however, that if the Retained Distribution relates to a dividend paid in Shares, the Participant shall receive an additional amount of PSUs (i.e., by increasing the number of Target PSUs) equal to the product of (I) the aggregate number of Target PSUs held by the Participant pursuant to this Agreement through the related dividend record date, multiplied by (II) the number of Shares (including any fraction thereof) payable as a dividend on a Share. Retained Distributions will not bear interest and will be subject to the same restrictions performance and vesting conditions as the PSUs SPSU to which they relate. If any SPSU is forfeited for any reason, including as a result of the failure to attain the Performance Criteria, any Dividend Equivalent or Retained Distributions will attributable to such SPSU shall be forfeited on the date on which the underlying SPSU is forfeited. At the time the underlying SPSUs become vested, the Committee shall have discretion to pay any accrued Dividend Equivalents or Retained Distributions either in cash or in Shares. Any Dividend Equivalents or Retained Distributions payable under this paragraph 3 shall be paid only with respect to or settled on the number of Shares that vest pursuant to paragraphs 4, 5 or 6 and will be paid in cash at settlement date for the same time that Shares are issued to the Participant pursuant to paragraphs 4, 5 or 6, applicableunderlying SPSU. Notwithstanding anything else contained in this paragraph 3, no payment of Dividend Equivalents or Retained Distributions shall occur before the first date on which a payment could be made without subjecting the Participant to tax under the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

Dividend Equivalents and Retained Distributions. If on any date while PSUs RSUs are outstanding hereunder the Company shall pay any regular cash dividend on the Shares, the Participant shall not be entitled to receive paid, for each RSU held by the Participant on the record date, an amount of cash equal to the dividend paid on a Share as a dividend equivalent payment (the “Dividend Equivalents”) at the time the regular cash dividend is that such dividends are paid to holders of Shares. If on any date while PSUs RSUs are outstanding hereunder the Company shall pay any dividend (including other than a regular cash dividend) dividend or make any other distribution on the Shares, then, the Participant shall be credited with a bookkeeping entry equivalent to such dividend or distribution for each Target PSU RSU held by the Participant on the record date for such dividend or distribution, but the Company shall retain custody of all such dividends and distributions (the “Retained Distributions”) unless the Board Committee has in its sole discretion (and in a manner consistent with Section 19 of the Plan) determined that an amount equivalent to such dividend other than a regular cash dividend or distribution shall be paid currently to the ParticipantParticipant (the “Retained Distributions”); provided, however, that if the Retained Distribution relates to a dividend paid in Shares, the Participant shall receive an additional amount of PSUs (i.e., by increasing the number of Target PSUs) RSUs equal to the product of (Ii) the aggregate number of Target PSUs RSUs held by the Participant pursuant to this Agreement through the related dividend record date, multiplied by (IIii) the number of Shares (including any fraction thereof) payable as a dividend on a Share. Retained Distributions will not bear interest and will be subject to the same restrictions as the PSUs RSUs to which they relate. Retained Distributions will be paid only with respect to the number of Shares that vest pursuant to paragraphs 4, 5 or 6 and will be paid in cash at the same time that Shares are issued to the Participant pursuant to paragraphs 4, 5 or 6, applicable. Notwithstanding anything else contained in this paragraph 3, no payment of Dividend Equivalents or Retained Distributions shall occur before the first date on which a payment could be made without subjecting the Participant to tax under the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

Dividend Equivalents and Retained Distributions. If on any date while PSUs are outstanding hereunder the Company shall pay any regular cash dividend on the Shares, the The Participant shall not be entitled to receive the amount of cash equal to the dividend paid on a Share as a any dividend equivalent payment (payments and the “Dividend Equivalents”) at the time the PSUs shall not otherwise be credited or adjusted to reflect any regular cash dividend on the Shares that is paid to holders of Shareswhile the PSUs are outstanding hereunder. If on any date while PSUs are outstanding hereunder the Company shall pay any dividend (including other than a regular cash dividend) dividend or make any other distribution on the Shares, then, the Participant shall be credited with a bookkeeping entry equivalent to such dividend or distribution for each Target PSU held by the Participant on the record date for such dividend or distribution, but the Company shall retain custody of all such dividends and distributions (the “Retained Distributions”) unless the Board has in its sole discretion (and in a manner consistent with Section 19 of the Plan) determined that an amount equivalent to such dividend other than a regular cash dividend or distribution shall be paid currently to the Participant; provided, however, that if the Retained Distribution relates to a dividend paid in Shares, the Participant shall receive an additional amount of PSUs (i.e., by increasing the number of Target PSUs) equal to the product of (I) the aggregate number of Target PSUs held by the Participant pursuant to this Agreement through the related dividend record date, multiplied by (II) the number of Shares (including any fraction thereof) payable as a dividend on a Share. Retained Distributions will not bear interest and will be subject to the same restrictions as the PSUs to which they relate. Retained Distributions will be paid only with respect to the number of Shares that vest pursuant to paragraphs 4, 5 or 6 and will be paid in cash at the same time that Shares are issued to the Participant pursuant to paragraphs 4, 5 or 6, applicable. Notwithstanding anything else contained in this paragraph 3, no payment of Retained Distributions shall occur before the first date on which a payment could be made without subjecting the Participant to tax under the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

Dividend Equivalents and Retained Distributions. If on any date while PSUs RSUs are outstanding hereunder the Company shall pay any regular cash dividend on the Shares, then, for each RSU held by the Participant on the record date, the Participant shall not be entitled to receive the paid an amount of cash equal to the dividend paid on a Share as a dividend equivalent payment (the “Dividend Equivalents”) ), with such payment made at the time the regular cash dividend is that such dividends are paid to holders of Shares. If on any date while PSUs RSUs are outstanding hereunder the Company shall pay any dividend (including other than a regular cash dividend) dividend or make any other distribution on the Shares, then, the Participant shall be credited with a bookkeeping entry equivalent to such dividend or distribution for each Target PSU RSU held by the Participant on the record date for such dividend or distribution, but the Company shall retain custody of all such dividends and distributions (the “Retained Distributions”) unless the Board has in its sole discretion (and in a manner consistent with Section 19 of the Plan) determined that an amount equivalent to such dividend other than a regular cash dividend or distribution shall be paid currently to the ParticipantParticipant (the “Retained Distributions”); provided, however, that if the Retained Distribution relates to a dividend paid in Shares, the Participant shall receive an additional amount of PSUs (i.e., by increasing the number of Target PSUs) RSUs equal to the product of (I) the aggregate number of Target PSUs RSUs held by the Participant pursuant to this Agreement through the related dividend record date, multiplied by (II) the number of Shares (including any fraction thereof) payable as a dividend on a Share. Retained Distributions will not bear interest and will be subject to the same restrictions as the PSUs RSUs to which they relate. Retained Distributions will be paid only with respect to the number of Shares that vest pursuant to paragraphs 4, 5 or 6 and will be paid in cash at the same time that Shares are issued to the Participant pursuant to paragraphs 4, 5 or 6, applicable. Notwithstanding anything else contained in this paragraph Section 3, no payment of Dividend Equivalents or Retained Distributions shall occur before the first date on which a payment could be made without subjecting the Participant to tax under the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

Dividend Equivalents and Retained Distributions. If on any date while PSUs are outstanding hereunder the Company shall pay any regular cash dividend on the Shares, the The Participant shall not be entitled to receive the amount of cash equal to the dividend paid on a Share as a any dividend equivalent payment (payments and the “Dividend Equivalents”) at the time the PSUs shall not otherwise be credited or adjusted to reflect any regular cash dividend on the Shares that is paid to holders of Shareswhile the PSUs are outstanding hereunder. If on any date while PSUs are outstanding hereunder the Company shall pay any dividend (including other than a regular cash dividend) dividend or make any other distribution on the Shares, then, the Participant shall be credited with a bookkeeping entry equivalent to such dividend or distribution for each Target PSU held by the Participant on the record date for such dividend or distribution, but the Company shall retain custody of all such dividends and distributions (the “"Retained Distributions”) unless Distributions")unless the Board has in its sole discretion (and in a manner consistent with Section 19 of the Plan) determined that an amount equivalent to such dividend other than a regular cash dividend or distribution shall be paid currently to the Participant; provided, however, that if the Retained Distribution relates to a dividend paid in Shares, the Participant shall receive an additional amount of PSUs (i.e., by increasing the number of Target PSUs) equal to the product of (I) the aggregate number of Target PSUs held by the Participant pursuant to this Agreement through the related dividend record date, multiplied by (II) the number of Shares (including any fraction thereof) payable as a dividend on a Share. Retained Distributions will not bear interest and will be subject to the same restrictions as the PSUs to which they relate. Retained Distributions will be paid only with respect to the number of Shares that vest pursuant to paragraphs 4, 5 or 6 and will be paid in cash at the same time that Shares are issued to the Participant pursuant to paragraphs 4, 5 or 6, applicable. Notwithstanding anything else contained in this paragraph 3, no payment of Retained Distributions shall occur before the first date on which a payment could be made without subjecting the Participant to tax under the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “"Code”").

Dividend Equivalents and Retained Distributions. If on any date while PSUs RSUs are outstanding hereunder the Company shall pay any regular cash dividend on the Shares, the Participant shall not be entitled to receive paid, for each RSU held by the Participant on the record date, an amount of cash equal to the dividend paid on a Share as a dividend equivalent payment (the “Dividend Equivalents”) at the time the regular cash dividend is that such dividends are paid to holders of Shares. If on any date while PSUs RSUs are outstanding hereunder the Company shall pay any dividend (including other than a regular cash dividend) dividend or make any other distribution on the Shares, then, the Participant shall be credited with a bookkeeping entry equivalent to such dividend or distribution for each Target PSU RSU held by the Participant on the record date for such dividend or distribution, but the Company shall retain custody of all such dividends and distributions (the “Retained Distributions”) unless the Board has in its sole discretion (and in a manner consistent with Section 19 of the Plan) determined that an amount equivalent to such dividend other than a regular cash dividend or distribution shall be paid currently to the ParticipantParticipant (the “Retained Distributions”); provided, however, that (a) if the Retained Distribution relates to a dividend paid in Shares, the Participant shall receive an additional amount of PSUs (i.e., by increasing the number of Target PSUs) RSUs equal to the product of (I) the aggregate number of Target PSUs RSUs held by the Participant pursuant to this Agreement through the related dividend record date, multiplied by (II) the number of Shares (including any fraction thereof) payable as a dividend on a ShareShare and (b) no Retained Distributions will be credited as a result of or in connection with the Spin-off. Retained Distributions will not bear interest and will be subject to the same restrictions as the PSUs RSUs to which they relate. Retained Distributions will be paid only with respect to the number of Shares that vest pursuant to paragraphs 4, 5 or 6 and will be paid in cash at the same time that Shares are issued to the Participant pursuant to paragraphs 4, 5 or 6, applicable. Notwithstanding anything else contained in this paragraph 3, no payment of Dividend Equivalents or Retained Distributions shall occur before the first date on which a payment could be made without subjecting the Participant to tax under the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

Dividend Equivalents and Retained Distributions. If on any date while PSUs Performance Shares are outstanding hereunder the Company shall pay any regular a cash dividend to the holders of its Shares, for each Performance Share held by the Participant on the Sharesrecord date, the Participant shall not be entitled to receive the credited with a bookkeeping entry an amount of cash equal to the dividend paid on a Share as a dividend equivalent payment (the “Dividend Equivalents”) at the time the regular cash dividend is paid to holders of Shares). If on any date while PSUs Performance Shares are outstanding hereunder the Company shall pay any dividend (including other than a regular cash dividend) dividend or make any other distribution on the Shares, then, the Participant shall be credited with a bookkeeping entry equivalent to such dividend or distribution for each Target PSU Performance Share held by the Participant on the record date for such dividend or distribution, but the Company shall retain custody of all such dividends and distributions (the “Retained Distributions”) unless the Board has in its sole discretion (). Dividend Equivalents and in a manner consistent with Section 19 of the Plan) determined that an amount equivalent to such dividend other than a regular cash dividend or distribution shall be paid currently to the Participant; provided, however, that if the Retained Distribution relates to a dividend paid in Shares, the Participant shall receive an additional amount of PSUs (i.e., by increasing the number of Target PSUs) equal to the product of (I) the aggregate number of Target PSUs held by the Participant pursuant to this Agreement through the related dividend record date, multiplied by (II) the number of Shares (including any fraction thereof) payable as a dividend on a Share. Retained Distributions will not bear interest and will be subject to the same restrictions performance and vesting conditions as the PSUs Performance Shares to which they relate. If any Performance Share is forfeited for any reason, including as a result of the failure to attain the Performance Criteria, any Dividend Equivalent or Retained Distributions will attributable to such Performance Share shall be forfeited on the date on which the underlying Performance Share is forfeited. At the time the underlying Performance Shares become vested, the Committee shall have discretion to pay any accrued Dividend Equivalents or Retained Distributions either in cash or in Shares. Any Dividend Equivalents or Retained Distributions payable under this paragraph 3 shall be paid only with respect to or settled on the number of Shares that vest pursuant to paragraphs 4, 5 or 6 and will be paid in cash at settlement date for the same time that Shares are issued to the Participant pursuant to paragraphs 4, 5 or 6, applicableunderlying Performance Share. Notwithstanding anything else contained in this paragraph 3, no payment of Dividend Equivalents or Retained Distributions shall occur before the first date on which a payment could be made without subjecting the Participant to tax under the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).