Common use of Elective Deferrals Clause in Contracts

Elective Deferrals. (a) The Committee may establish procedures pursuant to which Employee may elect to defer, until a time or times later than the vesting of a Performance Share Unit, receipt of all or a portion of the shares of Common Stock deliverable in respect of a Performance Share Unit, all on such terms and conditions as the Committee (or its designee) shall determine in its sole discretion. If any such deferrals are permitted for Employee, then notwithstanding any provision of this Agreement or the Plan to the contrary, an Employee who elects such deferral shall not have any rights as a stockholder with respect to any such deferred shares of Common Stock unless and until the date the deferral expires and certificates representing such shares are required to be delivered to Employee. The foregoing notwithstanding, no deferrals of Dividend Equivalents related to any Performance Share Units under this Award will be permitted. Moreover, the Committee further retains the authority and discretion to modify and/or terminate existing deferral elections, procedures and distribution options. (b) Notwithstanding any provision to the contrary in this Agreement, if deferral of Performance Share Units is permitted, each provision of this Agreement shall be interpreted to permit the deferral of compensation only as allowed in compliance with the requirements of Section 409A of the Internal Revenue Code and any provision that would conflict with such requirements shall not be valid or enforceable. Employee acknowledges, without limitation, and consents that application of Section 409A of the Internal Revenue Code to this Agreement may require additional delay of payments otherwise payable under this Agreement. Employee and the Company further hereby agree to execute such further instruments and take such further action as reasonably may be necessary to comply with Section 409A of the Internal Revenue Code.

Elective Deferrals. (a) The Committee may establish procedures pursuant to which Employee may elect to defer, until a time or times later than the vesting of a Performance Share Unit, receipt of all or a portion of the shares of Common Stock deliverable in respect of a Performance Share Unit, all on such terms and conditions as the Committee (or its designee) shall determine in its sole discretion. discretion If any such deferrals are permitted for Employee, then notwithstanding any provision of this Agreement or the Plan to the contrary, an Employee who elects such deferral shall not have any rights as a stockholder with respect to any such deferred shares of Common Stock unless and until the date the deferral expires and certificates representing such shares are required to be delivered to Employee. The foregoing notwithstanding, no deferrals of Dividend Equivalents related to any Performance Share Units under this Award will be permitted. Moreover, the Committee further retains the authority and discretion to modify and/or terminate existing deferral elections, procedures and distribution options. (b) Notwithstanding any provision to the contrary in this Agreement, if deferral of Performance Share Units is permitted, each provision of this Agreement shall be interpreted to permit the deferral of compensation only as allowed in compliance with the requirements of Section 409A of the Internal Revenue Code and any provision that would conflict with such requirements shall not be valid or enforceable. Employee acknowledges, without limitation, and consents that application of Section 409A of the Internal Revenue Code to this Agreement may require additional delay of payments otherwise payable under this Agreement. Employee and the Company further hereby agree to execute such further instruments and take such further action as reasonably may be necessary to comply with Section 409A of the Internal Revenue Code.

Elective Deferrals. (ai) To the extent provided in the Adoption Agreement, a Participant may make Elective Deferrals to the Trust in amounts not to exceed the limitations specified in the Adoption Agreement or any other limitations specified in this Plan. A Participant's Elective Deferrals shall be made by direct reduction of Compensation, with such reduction to be accomplished through regular payroll reduction. (ii) The Committee may establish procedures pursuant Elective Deferrals of a Participant shall be limited in accordance with the provisions of this subsection and any other applicable provisions of the Plan. No Participant shall be permitted to which Employee have Elective Deferrals made under this Plan, or any other qualified plan maintained by the Employer, during any taxable year, in excess of the dollar limitation contained in section 402(g) of the Code in effect at the beginning of such taxable year. (iii) Participants may elect to defercommence Elective Deferrals at least once each Plan Year during a period established by the Employer. Such election may not be made retroactively, and the election must remain in effect until a modified or terminated. Participants may terminate the election or change the amounts designated to be deducted at any time or times later than by the vesting submission of a Performance Share Unit, receipt such change of all or a portion of the shares of Common Stock deliverable in respect of a Performance Share Unit, all on such terms and conditions as the Committee (or its designee) shall determine in its sole discretion. If any such deferrals are permitted for Employee, then notwithstanding any provision of this Agreement or designation to the Plan to the contrary, an Employee who elects such deferral shall not have any rights as a stockholder with respect to any such deferred shares of Common Stock unless and until the date the deferral expires and certificates representing such shares are required to be delivered to EmployeeAdministrator. The foregoing notwithstanding, no deferrals of Dividend Equivalents related to any Performance Share Units under this Award will Plan Administrator shall establish a uniform date on which such changes shall be permitted. Moreover, the Committee further retains the authority and discretion to modify and/or terminate existing deferral elections, procedures and distribution optionseffective. (biv) Notwithstanding any provision to the contrary in this AgreementNo contributions or benefits (other than Matching Contributions, if deferral of Performance Share Units is permittedSafe Harbor Matching Contributions, each provision of this Agreement shall be interpreted to permit the deferral of compensation only as allowed in compliance with the requirements of Section 409A of the Internal Revenue Code and any provision that would conflict with such requirements shall not be valid ACP Test Only Safe Harbor Matching Contributions or enforceable. Employee acknowledges, without limitation, and consents that application of Section 409A of the Internal Revenue Code to this Agreement may require additional delay of payments otherwise payable under this Agreement. Employee and the Company further hereby agree to execute such further instruments and take such further action as reasonably Qualified Matching Contributions) may be necessary to comply with Section 409A of the Internal Revenue Codeconditioned upon an Employee's Elective Deferrals.

Elective Deferrals. (a) The Committee may establish procedures pursuant to which Employee may elect to defer, until a time or times later than the vesting of a Performance Share Unit, receipt of all or a portion of the shares of Common Stock deliverable in respect of a Performance Share Unit, all on such terms and conditions as the Committee (or its designee) shall determine in its sole discretion. If any such deferrals are permitted for Employee, then notwithstanding any provision of this Agreement or the Plan to the contrary, an Employee who elects such deferral shall not have any rights as a stockholder with respect to any such deferred shares of Common Stock unless and until the date the deferral expires and certificates representing such shares are required to be delivered to Employee. The foregoing notwithstanding, no deferrals of Dividend Equivalents related to any Performance Share Units under this Award will be permitted. Moreover, the Committee further retains the authority and discretion to modify and/or terminate existing deferral elections, procedures and distribution options. (b) Notwithstanding any provision to the contrary in this Agreement, if deferral of Performance Share Units is permitted, each provision of this Agreement shall be interpreted to permit the deferral of compensation only as allowed in compliance with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, (the “Internal Revenue Code”) and any provision that would conflict with such requirements shall not be valid or enforceable. Employee acknowledges, without limitation, and consents that application of Section 409A of the Internal Revenue Code to this Agreement may require additional delay of payments otherwise payable under this Agreement. Employee and the Company further hereby agree to execute such further instruments and take such further action as reasonably may be necessary to comply with Section 409A of the Internal Revenue Code.

Elective Deferrals. (a) a. The Committee may establish procedures pursuant to which Employee the Participant may elect to defer, until a time or times later than the vesting of a Performance Share UnitSettlement Date, receipt of all or a portion of the shares of Common Stock deliverable in respect of a Performance Share UnitShares or the Cash Amount otherwise payable to the Participant hereunder, all on such terms and conditions as the Committee (or its designee) shall determine in its sole discretion. If any such deferrals are permitted for Employeethe Participant, then notwithstanding any provision of this Agreement or the Plan EIP to the contrary, an Employee a Participant who elects such deferral shall not have any rights as a stockholder with respect to any such payment of the deferred shares of Common Stock Shares or the Cash Amount unless and until the date on which the Shares or the Cash Amount are issued to the Participant upon the expiration of the deferral expires and certificates representing such shares are required to be delivered to Employeeperiod. The foregoing notwithstanding, no deferrals of Dividend Equivalents related to any Performance Share Units under this Award will be permitted. Moreover, the Committee further retains the authority and discretion to modify and/or terminate existing deferral elections, procedures and distribution options. (b) b. Notwithstanding any provision to the contrary in this Agreement, if deferral of Performance Share Units Shares or the Cash Amount is permittedpermitted by the Committee pursuant to Section 6(a), each provision of this Agreement shall be interpreted to permit the deferral of compensation only as allowed in compliance with the requirements of Section 409A of the U.S. Internal Revenue Code of 1986, as amended, including regulations and other applicable authorities promulgated thereunder (“Code Section 409A”), and any provision in this Agreement that would conflict with such the requirements of Code Section 409A shall not be valid or enforceable. Employee The Participant acknowledges, without limitation, and consents that application of Code Section 409A of the Internal Revenue Code to this Agreement may require additional delay of payments otherwise payable under this Agreement. Employee Agreement to be provided under such other conditions necessary to comply with the requirements of Code Section 409A. The Participant and the Company further hereby agree to execute such further instruments and take such further action as reasonably may be necessary to comply with Code Section 409A of the Internal Revenue Code409A, or any similar non-U.S. law.

Elective Deferrals. (a) The Committee may establish procedures pursuant to which Employee may elect to defer, until a time or times later than the vesting of a Performance Share Unit, receipt of all or a portion of the shares of Common Stock deliverable in respect of a Performance Share Unit, all on such terms and conditions as the Committee (or its designee) shall determine in its sole discretion. If any such deferrals are permitted for Employee, then notwithstanding any provision of this Agreement or the Plan to the contrary, an Employee who elects such deferral shall not have any rights as a stockholder with respect to any such deferred shares of Common Stock unless and until the date the deferral expires and certificates representing such shares are required to be delivered to Employee. The foregoing notwithstanding, no deferrals of Dividend Equivalents related to any Performance Share Units under this Award will be permitted. Moreover, the Committee further retains the authority and discretion to modify and/or terminate existing deferral elections, procedures and distribution options. (b) Notwithstanding any provision to the contrary in this Agreement, if deferral of Performance Share Units is permitted, each provision of this Agreement shall be interpreted to permit the deferral of compensation only as allowed in compliance with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, (the "Internal Revenue Code") and any provision that would conflict with such requirements shall not be valid or enforceable. Employee acknowledges, without limitation, and consents that application of Section 409A of the Internal Revenue Code to this Agreement may require additional delay of payments otherwise payable under this Agreement. Employee and the Company further hereby agree to execute such further instruments and take such further action as reasonably may be necessary to comply with Section 409A of the Internal Revenue Code.

Elective Deferrals. (a) The Committee may establish procedures pursuant to which Employee the Participant may elect to defer, until a time or times later than the vesting of a Performance Share UnitSettlement Date, receipt of all or a portion of the shares of Common Stock deliverable in respect of a Performance Share UnitShares otherwise payable to the Participant hereunder, all on such terms and conditions as the Committee (or its designee) shall determine in its sole discretion. If any such deferrals are permitted for Employeethe Participant, then notwithstanding any provision of this Agreement or the Plan EIP to the contrary, an Employee a Participant who elects such deferral shall not have any rights as a stockholder with respect to any such payment of the deferred shares of Common Stock Shares unless and until the date on which payment is made to the Participant upon the expiration of the deferral expires and certificates representing such shares are required to be delivered to Employeeperiod. The foregoing notwithstanding, no deferrals of Dividend Equivalents related to any Performance Share Units under this Award will be permitted. Moreover, the Committee further retains the authority and discretion to modify and/or terminate existing deferral elections, procedures and distribution options. (b) Notwithstanding any provision to the contrary in this Agreement, if deferral of Performance Share Units Shares is permittedpermitted by the Committee pursuant to Section 5(a), each provision of this Agreement shall be interpreted to permit the deferral of compensation only as allowed in compliance with the requirements of Section 409A of the U.S. Internal Revenue Code of 1986, as amended, including regulations and other applicable authorities promulgated thereunder (“Code Section 409A”), and any provision in this Agreement that would conflict with such the requirements of Code Section 409A shall not be valid or enforceable. Employee The Participant acknowledges, without limitation, and consents that application of Code Section 409A of the Internal Revenue Code to this Agreement may require additional delay of payments otherwise payable under this Agreement. Employee Agreement to be provided under such other conditions necessary to comply with the requirements of Code Section 409A. The Participant and the Company further hereby agree to execute such further instruments and take such further action as reasonably may be necessary to comply with Code Section 409A of the Internal Revenue Code.409A.

Elective Deferrals. (a) The Committee may establish procedures pursuant to which Employee may elect to defer, until a time or times later than the vesting of a Performance Share Unit, receipt of all or a portion of the shares of Common Stock deliverable in respect of a Performance Share Unit, all on such terms and conditions as the Committee (or its designee) shall determine in its sole discretion. If any such deferrals are permitted for Employee, then notwithstanding any provision of this Agreement or the Plan to the contrary, an Employee who elects such deferral shall not have any rights as a stockholder with respect to any such deferred shares of Common Stock unless and until the date the deferral expires and certificates representing such shares are required to be delivered to Employee. The foregoing notwithstanding, no deferrals of Dividend Equivalents related to any Performance Share Units under this Award will be permitted. Moreover, the Committee further retains the authority and discretion to modify and/or terminate existing deferral elections, procedures and distribution options. (b) Notwithstanding any provision to the contrary in this Agreement, if deferral of Performance Share Units is permitted, each provision of this Agreement shall be interpreted to permit the deferral of compensation only as allowed in compliance with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, (the “Internal Revenue Code”) and any TAP x EMD x CP 1096-EMD provision that would conflict with such requirements shall not be valid or enforceable. Employee acknowledges, without limitation, and consents that application of Section 409A of the Internal Revenue Code to this Agreement may require additional delay of payments otherwise payable under this Agreement. Employee and the Company further hereby agree to execute such further instruments and take such further action as reasonably may be necessary to comply with Section 409A of the Internal Revenue Code.

Elective Deferrals. (a) The Committee may establish procedures pursuant to which Employee the Participant may elect to defer, until a time or times later than the vesting of a Performance Share UnitSettlement Date, receipt of all or a portion of the shares of Common Stock deliverable in respect of a Performance Share UnitShares otherwise payable to the Participant hereunder, all on such terms and conditions as the Committee (or its designee) shall determine in its sole discretion. If any such deferrals are permitted for Employeethe Participant, then notwithstanding any provision of this Agreement or the Plan EIP to the contrary, an Employee a Participant who elects such deferral shall not have any rights as a stockholder with respect to any such payment of the deferred shares of Common Stock Shares unless and until the date on which payment is made to the Participant upon the expiration of the deferral expires and certificates representing such shares are required to be delivered to Employeeperiod. The foregoing notwithstanding, no deferrals of Dividend Equivalents related to any Performance Share Units under this Award will be permitted. Moreover, the Committee further retains the authority and discretion to modify and/or terminate existing deferral elections, procedures and distribution options. (b) Notwithstanding any provision to the contrary in this Agreement, if deferral of Performance Share Units Shares is permittedpermitted by the Committee pursuant to Section 4(a), each provision of this Agreement shall be interpreted to permit the deferral of compensation only as allowed in compliance with the requirements of Section 409A of the U.S. Internal Revenue Code of 1986, as amended, including regulations and other applicable authorities promulgated thereunder (“Code Section 409A”), and any provision in this Agreement that would conflict with such the requirements of Code Section 409A shall not be valid or enforceable. Employee The Participant acknowledges, without limitation, and consents that application of Code Section 409A of the Internal Revenue Code to this Agreement may require additional delay of payments otherwise payable under this Agreement. Employee Agreement to be provided under such other conditions necessary to comply with the requirements of Code Section 409A. The Participant and the Company further hereby agree to execute such further instruments and take such further action as reasonably may be necessary to comply with Code Section 409A of the Internal Revenue Code.409A.

Elective Deferrals. (a) The Committee may establish procedures pursuant to which Employee the Participant may elect to defer, until a time or times later than the vesting of a Performance Share UnitSettlement Date, receipt of all or a portion of the shares of Common Stock deliverable in respect of a Performance Share UnitShares or the Cash Amount otherwise payable to the Participant hereunder, all on such terms and conditions as the Committee (or its designee) shall determine in its sole discretion. If any such deferrals are permitted for Employeethe Participant, then notwithstanding any provision of this Agreement or the Plan EIP to the contrary, an Employee a Participant who elects such deferral shall not have any rights as a stockholder with respect to any such payment of the deferred shares of Common Stock Shares or the Cash Amount unless and until the date on which the Shares or the Cash Amount are issued to the Participant upon the expiration of the deferral expires and certificates representing such shares are required to be delivered to Employeeperiod. The foregoing notwithstanding, no deferrals of Dividend Equivalents related to any Performance Share Units under this Award will be permitted. Moreover, the Committee further retains the authority and discretion to modify and/or terminate existing deferral elections, procedures and distribution options. (b) Notwithstanding any provision to the contrary in this Agreement, if deferral of Performance Share Units Shares or the Cash Amount is permittedpermitted by the Committee pursuant to Section 6(a), each provision of this Agreement shall be interpreted to permit the deferral of compensation only as allowed in compliance with the requirements of Section 409A of the U.S. Internal Revenue Code of 1986, as amended, including regulations and other applicable authorities promulgated thereunder (“Code Section 409A”), and any provision in this Agreement that would conflict with such the requirements of Code Section 409A shall not be valid or enforceable. Employee The Participant acknowledges, without limitation, and consents that application of Code Section 409A of the Internal Revenue Code to this Agreement may require additional delay of payments otherwise payable under this Agreement. Employee Agreement to be provided under such other conditions necessary to comply with the requirements of Code Section 409A. The Participant and the Company further hereby agree to execute such further instruments and take such further action as reasonably may be necessary to comply with Code Section 409A of the Internal Revenue Code409A, or any similar non-U.S. law.