Common use of Entitlement to Receive Common Stock Clause in Contracts

Entitlement to Receive Common Stock. (a) Shares corresponding to the number of Restricted Stock Units that become vested and nonforfeitable in accordance with Section 2 (“RSU Shares”) shall be paid to the Grantee or, if deceased, the Grantee’s estate on the Vesting Date or, if earlier, upon the Grantee’s death or Disability, upon a Change in Control, or upon termination of Board service (but only to the extent the RSU Shares are vested at the time of termination pursuant to Section 2). However, if the Grantee has made a timely and valid irrevocable election to defer receipt of all or any portion of the vested RSU Shares in accordance with the provisions of the RSU Award Deferral Election Form provided to the Grantee and returned it to the Company prior to the Grant Date (such shares, the “Deferred Shares”), any such Deferred Shares shall instead be paid on the date so elected by the Grantee pursuant to such RSU Award Deferral Election Form, or, if earlier, upon the Grantee’s death or Disability or upon a Change in Control. (b) On any date on which any RSU Shares or Deferred Shares are to be paid to the Grantee in accordance with Section 3(a) above, the Company shall deliver to the Grantee or the Grantee’s legal representative or, if the Grantee is deceased, the Grantee’s designated beneficiary, or, if none, the Grantee’s personal representative, a Share certificate or evidence of the issuance of such RSU Shares or Deferred Shares on the Company’s books and records, and such RSU Shares or Deferred Shares shall be registered in the name of the Grantee. (c) The RSU Shares or Deferred Shares may be either previously authorized but unissued Shares or issued Shares, which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessable. (d) Only whole Shares shall be delivered in payment of a vested Restricted Stock Unit. To the extent a vested Restricted Stock Unit (including any additional Restricted Stock Units or Deferred Shares credited from dividends pursuant to Section 4 below) includes a fractional share, on the date the RSU Shares or Deferred Shares are to be paid to the Grantee, such fractional Share shall be paid to the Grantee or the Grantee’s legal representative or, if the Grantee is deceased, the Grantee’s designated beneficiary, or if none, the Grantee’s personal representative, in cash, in an amount that equals the Fair Market Value of such fractional Share on such payment date or, if such payment date falls on a weekend, holiday or other non-trading day, the Fair Market Value of such fractional Share on the most recent trading date prior to such payment date. ​

Entitlement to Receive Common Stock. (a) Shares corresponding to the number of Restricted Stock Units that become vested and nonforfeitable in accordance with Section 2 granted herein (“RSU Shares”) shall are to be paid delivered to the Grantee or, if deceased, as soon as reasonably and administratively practicable after the Grantee’s estate on the Vesting Date or, if earlier, upon the Grantee’s death or Disability, upon a Change in Control, or upon termination of Board service (but only Restricted Stock Units become vested pursuant to the extent provisions of Section 2 above, but in no event later than two and one-half months after the RSU Shares are vested at end of the time fiscal year of termination pursuant to Section 2)the Company during which the applicable Restricted Stock Units become vested. However, if the Grantee has made a timely and valid irrevocable an election to defer receipt of all or any portion of the vested RSU Shares to a date beyond the applicable Vesting Date in accordance with the provisions of the RSU Award Dollar General Corporation Deferral Election Form provided to the Grantee and returned it to the Company prior to the Grant Date (such shares, the “Deferred Shares”), any such Deferred Shares shall instead be paid delivered on the date date(s) so elected by the Grantee pursuant to such RSU Award Deferral Election FormForm (each a “Deferred Delivery Date”), or, if earlier, upon but in no event later than December 31 of the Grantee’s death or Disability or upon a Change calendar year in Controlwhich such Deferred Delivery Date occurs. (b) On As soon as is administratively feasible on or following any date on which any RSU Shares or Deferred Shares are to be paid delivered to the Grantee in accordance with Section 3(a) above, the Company shall deliver to the Grantee or the Grantee’s legal representative or, if the Grantee is deceased, the Grantee’s designated beneficiary, or, if none, the Grantee’s personal representative, a Share share certificate or evidence of the issuance electronic delivery of such RSU Shares or Deferred in the amount of the RSU Shares on so delivered to the Company’s books and recordsGrantee, and such RSU Shares or Deferred Shares shall be registered in the name of the Grantee. (c) The RSU Shares or Deferred Shares shares of Common Stock deliverable upon the payment of a vested Restricted Stock Unit may be either previously authorized but unissued Shares or issued Shares, which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessable. (d) Only whole Shares shall be delivered in payment of a vested Restricted Stock Unit. To the extent a vested Restricted Stock Unit (including any additional Restricted Stock Units or Deferred Shares credited from dividends pursuant to Section 4 below) includes a fractional share, on the date the RSU Shares or Deferred Shares are to be paid to the Grantee, such fractional Share shall be paid to the Grantee or the Grantee’s legal representative or, if the Grantee is deceased, the Grantee’s designated beneficiary, or if none, the Grantee’s personal representative, in cash, in an amount that equals the Fair Market Value of such fractional Share on such payment date or, if such payment date falls on a weekend, holiday or other non-trading day, the Fair Market Value of such fractional Share on the most recent trading date prior to such payment date. ​

Entitlement to Receive Common Stock. (a) Shares corresponding to the number of Restricted Stock Units that become vested and nonforfeitable in accordance with Section 2 granted herein (“RSU Shares”) shall are to be paid to the Grantee or, if deceased, the Grantee’s estate on the Vesting Date or, if earlier, upon the Grantee’s death or Disability, upon a Change in Control, or upon termination of Board service (but only to the extent the RSU Shares are vested at the time of termination pursuant to Section 2). However, if the Grantee has made a timely and valid irrevocable election to defer receipt of all or any portion of the vested RSU Shares in accordance with the provisions of the RSU Award Deferral Election Form provided to the Grantee and returned it to the Company [for a Grantee receiving an Award under the Plan for the first time: prior to the Grant Date Date] [for a Grantee receiving an annual Award: prior to December 31 of the calendar year preceding the Grant Date] (such shares, the “Deferred Shares”), any such Deferred Shares shall instead be paid on the date so elected by the Grantee pursuant to such RSU Award Deferral Election Form, or, if earlier, upon the Grantee’s death or Disability or upon a Change in Control. (b) On any date on which any RSU Shares or Deferred Shares are to be paid to the Grantee in accordance with Section 3(a) above, the Company shall deliver to the Grantee or the Grantee’s legal representative or, if the Grantee is deceased, the Grantee’s designated beneficiary, or, if none, the Grantee’s his personal representative, a Share share certificate or evidence of the issuance electronic delivery of such RSU Shares or Deferred in the amount of the RSU Shares on so delivered to the Company’s books and recordsGrantee, and such RSU Shares or Deferred Shares shall be registered in the name of the Grantee. (c) The RSU Shares or Deferred Shares shares of Common Stock deliverable upon the payment of a vested Restricted Stock Unit may be either previously authorized but unissued Shares or issued Shares, which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessable. (d) Only whole Shares shares of Common Stock shall be delivered in payment of a vested Restricted Stock Unit. To the extent a vested Restricted Stock Unit (including any additional Restricted Stock Units or Deferred Shares credited from dividends pursuant to Section 4 below) includes a fractional share, on the date the RSU Shares or Deferred Shares are to be paid to the Grantee, such fractional Share share shall be paid to the Grantee or the Grantee’s legal representative or, if the Grantee is deceased, the Grantee’s designated beneficiary, or if none, the Grantee’s his personal representative, in cash, in an amount that equals the Fair Market Value of such fractional Share share on such payment date or, if such payment date falls on a weekend, holiday or other non-trading day, the Fair Market Value of such fractional Share on the most recent trading date prior to such payment date. ​.

Entitlement to Receive Common Stock. (a) Shares corresponding to the number of Restricted Stock Units that become vested and nonforfeitable in accordance with Section 2 (“RSU Shares”) shall be paid to the Grantee or, if deceased, the Grantee’s estate on the Vesting Date or, if earlier, upon the Grantee’s death or Disability, upon a Change in Control, or upon termination of Board service (but only to the extent the RSU Shares are vested at the time of termination pursuant to Section 2). However, if the Grantee has made a timely and valid irrevocable election to defer receipt of all or any portion of the vested RSU Shares in accordance with the provisions of the RSU Award Deferral Election Form provided to the Grantee and returned it to the Company [for a Grantee receiving an Award under the Plan for the first time: prior to the Grant Date Date] [for a Grantee receiving an annual Award: prior to December 31 of the calendar year preceding the Grant Date] (such shares, the “Deferred Shares”), any such Deferred Shares shall instead be paid on the date so elected by the Grantee pursuant to such RSU Award Deferral Election Form, or, if earlier, upon the Grantee’s death or Disability or upon a Change in Control. (b) On any date on which any RSU Shares or Deferred Shares are to be paid to the Grantee in accordance with Section 3(a) above, the Company shall deliver to the Grantee or the Grantee’s legal representative or, if the Grantee is deceased, the Grantee’s designated beneficiary, or, if none, the Grantee’s personal representative, a Share certificate or evidence of the issuance of such RSU Shares or Deferred Shares on the Company’s books and records, and such RSU Shares or Deferred Shares shall be registered in the name of the Grantee. (c) The RSU Shares or Deferred Shares may be either previously authorized but unissued Shares or issued Shares, which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessable. (d) Only whole Shares shall be delivered in payment of a vested Restricted Stock Unit. To the extent a vested Restricted Stock Unit (including any additional Restricted Stock Units or Deferred ​ Shares credited from dividends pursuant to Section 4 below) includes a fractional share, on the date the RSU Shares or Deferred Shares are to be paid to the Grantee, such fractional Share shall be paid to the Grantee or the Grantee’s legal representative or, if the Grantee is deceased, the Grantee’s designated beneficiary, or if none, the Grantee’s personal representative, in cash, in an amount that equals the Fair Market Value of such fractional Share on such payment date or, if such payment date falls on a weekend, holiday or other non-trading day, the Fair Market Value of such fractional Share on the most recent trading date prior to such payment date. ​

Entitlement to Receive Common Stock. (a) Shares corresponding to the number of Restricted Stock Units that become vested and nonforfeitable in accordance with Section 2 granted herein (“RSU Shares”) shall are to be paid to the Grantee or, if deceased, the Grantee’s estate on the Vesting Date or, if earlier, upon the Grantee’s death death, Disability or Disability, upon a Change in Control, or upon termination of Board service (but only to the extent the RSU Shares are vested at the time of termination pursuant to Section 2termination). However, if the Grantee has made a timely and valid irrevocable election to defer receipt of all or any portion of the vested RSU Shares in accordance with the provisions of the RSU Award Deferral Election Form provided to the Grantee and returned it to the Company [for a Grantee receiving an Award under the Plan for the first time: prior to the Grant Date Date] [for a Grantee receiving an annual Award: prior to December 31 of the calendar year preceding the Grant Date] (such shares, the “Deferred Shares”), any such Deferred Shares shall instead be paid on the date so elected by the Grantee pursuant to such RSU Award Deferral Election Form, or, if earlier, upon the Grantee’s death or Disability or upon a Change in Control. (b) On any date on which any RSU Shares or Deferred Shares are to be paid to the Grantee in accordance with Section 3(a) above, the Company shall deliver to the Grantee or the Grantee’s legal representative or, if the Grantee is deceased, the Grantee’s designated beneficiary, or, if none, the Grantee’s his personal representative, a Share share certificate or evidence of the issuance electronic delivery of such RSU Shares or Deferred in the amount of the RSU Shares on so delivered to the Company’s books and recordsGrantee, and such RSU Shares or Deferred Shares shall be registered in the name of the Grantee. (c) The RSU Shares or Deferred Shares shares of Common Stock deliverable upon the payment of a vested Restricted Stock Unit may be either previously authorized but unissued Shares or issued Shares, which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessable. (d) Only whole Shares shall be delivered in payment of a vested Restricted Stock Unit. To the extent a vested Restricted Stock Unit (including any additional Restricted Stock Units or Deferred Shares credited from dividends pursuant to Section 4 below) includes a fractional share, on the date the RSU Shares or Deferred Shares are to be paid to the Grantee, such fractional Share shall be paid to the Grantee or the Grantee’s legal representative or, if the Grantee is deceased, the Grantee’s designated beneficiary, or if none, the Grantee’s personal representative, in cash, in an amount that equals the Fair Market Value of such fractional Share on such payment date or, if such payment date falls on a weekend, holiday or other non-trading day, the Fair Market Value of such fractional Share on the most recent trading date prior to such payment date. ​

Entitlement to Receive Common Stock. (a) Shares corresponding to the number of Restricted Stock Units that become vested and nonforfeitable in accordance with Section 2 2(a) or (b) (“RSU Shares”) shall be paid to the Grantee Grantee, or, if deceased, the Grantee’s estate estate, on the Vesting Date or, if earlier, upon the Grantee’s death or Disability, upon a Change in Control, or upon termination of Board service a Termination Event (but only to the extent the RSU Shares are vested at the time of termination pursuant to Section 22(b)). However, if the Grantee has made a timely and valid irrevocable election to defer receipt of all or any portion of the vested RSU Shares in accordance with the provisions of the RSU Award Deferral Election Form provided to the Grantee and returned it to the Company prior to December 31 of the calendar year preceding the Grant Date (such shares, the “Deferred Shares”), any such Deferred Shares shall instead be paid on the date so elected by the Grantee pursuant to such RSU Award Deferral Election Form, or, if earlier, upon the Grantee’s death or Disability or upon a Change in Control. (b) On any date on which any RSU Shares or Deferred Shares are to be paid to the Grantee in accordance with Section 3(a) above, the Company shall deliver to the Grantee or the Grantee’s legal representative or, if the Grantee is deceased, the Grantee’s designated beneficiary, or, if none, the Grantee’s personal representative, a Share certificate or evidence of the issuance of such RSU Shares or Deferred Shares on the Company’s books and records, and such RSU Shares or Deferred Shares shall be registered in the name of the Grantee. (c) The RSU Shares or Deferred Shares may be either previously authorized but unissued Shares or issued Shares, which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessable. (d) Only whole Shares shall be delivered in payment of a vested Restricted Stock Unit. To the extent a vested Restricted Stock Unit (including any additional Restricted Stock Units or Deferred Shares credited from dividends pursuant to Section 4 below) includes a fractional shareShare, on the date the RSU Shares or Deferred Shares are to be paid to the Grantee, such fractional Share shall be paid to the Grantee or the Grantee’s legal representative or, if the Grantee is deceased, the Grantee’s designated beneficiary, or or, if none, the Grantee’s personal representative, in cash, in an amount that equals the Fair Market Value of such fractional Share on such payment date or, if such payment date falls on a weekend, holiday or other non-trading day, the Fair Market Value of such fractional Share on the most recent trading date prior to such payment date. ​.

Entitlement to Receive Common Stock. (a) Shares corresponding to the number of Restricted Stock Units that become vested and nonforfeitable in accordance with Section 2 granted herein (“RSU Shares”) shall are to be paid delivered to the Grantee or, if deceased, as soon as reasonably and administratively practicable after the Grantee’s estate on the Vesting Date or, if earlier, upon the Grantee’s death or Disability, upon a Change in Control, or upon termination of Board service (but only Restricted Stock Units become vested pursuant to the extent provisions of Section 2 above, but in no event later than two and one-half months after the RSU Shares are vested at end of the time fiscal year of termination pursuant to Section 2)the Company during which the applicable Restricted Stock Units become vested. However, if the Grantee has made a timely and valid irrevocable an election to defer receipt of all or any portion of the vested RSU Shares to a date beyond the applicable Vesting Date in accordance with the provisions of the RSU Award Dollar General Corporation Deferral Election Form provided to the Grantee and returned it to the Company prior to the Grant Date (such shares, the “Deferred Shares”), any such Deferred Shares shall instead be paid delivered on the date date(s) so elected by the Grantee pursuant to such RSU Award Deferral Election Form, or, if earlier, upon the Grantee’s death or Disability or upon a Change in Control. (b) On As soon as is administratively feasible on or following any date on which any RSU Shares or Deferred Shares are to be paid delivered to the Grantee in accordance with Section 3(a) above, the Company shall deliver to the Grantee or the Grantee’s legal representative or, if the Grantee is deceased, the Grantee’s designated beneficiary, or, if none, the Grantee’s personal representative, a Share share certificate or evidence of the issuance electronic delivery of such RSU Shares or Deferred in the amount of the RSU Shares on so delivered to the Company’s books and recordsGrantee, and such RSU Shares or Deferred Shares shall be registered in the name of the Grantee. (c) The RSU Shares or Deferred Shares shares of Common Stock deliverable upon the payment of a vested Restricted Stock Unit may be either previously authorized but unissued Shares or issued Shares, which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessable. (d) Only whole Shares shall be delivered in payment of a vested Restricted Stock Unit. To the extent a vested Restricted Stock Unit (including any additional Restricted Stock Units or Deferred Shares credited from dividends pursuant to Section 4 below) includes a fractional share, on the date the RSU Shares or Deferred Shares are to be paid to the Grantee, such fractional Share shall be paid to the Grantee or the Grantee’s legal representative or, if the Grantee is deceased, the Grantee’s designated beneficiary, or if none, the Grantee’s personal representative, in cash, in an amount that equals the Fair Market Value of such fractional Share on such payment date or, if such payment date falls on a weekend, holiday or other non-trading day, the Fair Market Value of such fractional Share on the most recent trading date prior to such payment date. ​

Entitlement to Receive Common Stock. (a) Shares corresponding to the number of Restricted Stock Units that become vested and nonforfeitable in accordance with Section 2 granted herein (“RSU Shares”) shall are to be paid to the Grantee or, if deceased, the Grantee’s estate on the Vesting Date or, if earlier, upon the Grantee’s death or Disability, upon a Change in Control, or upon termination of Board service a Termination Event (but only to the extent the RSU Shares are vested at the time of termination pursuant to Section 2). However, if the Grantee has made a timely and valid irrevocable election to defer receipt of all or any portion of the vested RSU Shares in accordance with the provisions of the RSU Award Deferral Election Form provided to the Grantee and returned it to the Company prior to December 31 of the calendar year preceding the Grant Date (such shares, the “Deferred Shares”), any such Deferred Shares shall instead be paid on the date so elected by the Grantee pursuant to such RSU Award Deferral Election Form, or, if earlier, upon the Grantee’s death or Disability or upon a Change in Control. (b) On any date on which any RSU Shares or Deferred Shares are to be paid to the Grantee in accordance with Section 3(a) above, the Company shall deliver to the Grantee or the Grantee’s legal representative or, if the Grantee is deceased, the Grantee’s designated beneficiary, or, if none, the Grantee’s his personal representative, a Share share certificate or evidence of the issuance electronic delivery of such RSU Shares or Deferred in the amount of the RSU Shares on so delivered to the Company’s books and recordsGrantee, and such RSU Shares or Deferred Shares shall be registered in the name of the Grantee. (c) The RSU Shares or Deferred Shares shares of Common Stock deliverable upon the payment of a vested Restricted Stock Unit may be either previously authorized but unissued Shares or issued Shares, which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessable. (d) Only whole Shares shares of Common Stock shall be delivered in payment of a vested Restricted Stock Unit. To the extent a vested Restricted Stock Unit (including any additional Restricted Stock Units or Deferred Shares credited from dividends pursuant to Section 4 below) ), includes a fractional share, on the date the RSU Shares or Deferred Shares are to be paid to the Grantee, such fractional Share share shall be paid to the Grantee or the Grantee’s legal representative or, if the Grantee is deceased, the Grantee’s designated beneficiary, or or, if none, the Grantee’s his personal representative, in cash, in an amount that equals the Fair Market Value of such fractional Share share on such payment date or, if such payment date falls on a weekend, holiday or other non-trading day, the Fair Market Value of such fractional Share on the most recent trading date prior to such payment date. ​.

Entitlement to Receive Common Stock. (a) Shares corresponding to the number of Restricted Stock Units that become vested and nonforfeitable in accordance with Section 2 granted herein (“RSU Shares”) shall are to be paid to the Grantee or, if deceased, the Grantee’s estate on the Vesting Date or, if earlier, upon the Grantee’s death or Disability, upon a Change in Control, or upon termination of Board service (but only to the extent the RSU Shares are vested at the time of termination pursuant to Section 2). However, if the Grantee has made a timely and valid irrevocable election to defer receipt of all or any portion of the vested RSU Shares in accordance with the provisions of the RSU Award Deferral Election Form provided to the Grantee and returned it to the Company prior to December 31 of the calendar year preceding the Grant Date (such shares, the “Deferred Shares”), any such Deferred Shares shall instead be paid on the date so elected by the Grantee pursuant to such RSU Award Deferral Election Form, or, if earlier, upon the Grantee’s death or Disability or upon a Change in Control. (b) On any date on which any RSU Shares or Deferred Shares are to be paid to the Grantee in accordance with Section 3(a) above, the Company shall deliver to the Grantee or the Grantee’s legal representative or, if the Grantee is deceased, the Grantee’s designated beneficiary, or, if none, the Grantee’s his or her personal representative, a Share share certificate or evidence of the issuance electronic delivery of such RSU Shares or Deferred Shares on in the Company’s books and recordsamount of the RSU Shares or Deferred Shares so delivered to the Grantee, and such RSU Shares or Deferred Shares shall be registered in the name of the Grantee. (c) The RSU Shares or Deferred Shares shares of Common Stock deliverable upon the payment of a vested Restricted Stock Unit may be either previously authorized but unissued Shares or issued Shares, which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessable.. ​ (d) Only whole Shares shares of Common Stock shall be delivered in payment of a vested Restricted Stock Unit. To the extent a vested Restricted Stock Unit (including any additional 2 ‌ ‌ ​ ‌ ​ ​ ​ Restricted Stock Units or Deferred Shares credited from dividends pursuant to Section 4 below) includes a fractional share, on the date the RSU Shares or Deferred Shares are to be paid to the Grantee, such fractional Share share shall be paid to the Grantee or the Grantee’s legal representative or, if the Grantee is deceased, the Grantee’s designated beneficiary, or if none, the Grantee’s his or her personal representative, in cash, in an amount that equals the Fair Market Value of such fractional Share share on such payment date or, if such payment date falls on a weekend, holiday or other non-trading day, the Fair Market Value of such fractional Share on the most recent trading date prior to such payment date. ​

Entitlement to Receive Common Stock. (a) Shares corresponding to the number of Restricted Stock Units that become vested and nonforfeitable in accordance with Section 2 (“RSU Shares”) shall be paid to the Grantee or, if deceased, the Grantee’s estate on the Vesting Date or, if earlier, upon the Grantee’s death or Disability, upon a Change in Control, or upon termination of Board service (but only to the extent the RSU Shares are vested at the time of termination pursuant to Section 2). However, if the Grantee has made a timely and valid irrevocable election to defer receipt of all or any portion of the vested RSU Shares in accordance with the provisions of the RSU Award Deferral Election Form provided to the Grantee and returned it to the Company [for a Grantee receiving an Award under the Plan for the first time: prior to the Grant Date Date] [for a Grantee receiving an annual Award: prior to December 31 of the calendar year preceding the Grant Date] (such shares, the “Deferred Shares”), any such Deferred Shares shall instead be paid on the date so elected by the Grantee pursuant to such RSU Award Deferral Election Form, or, if earlier, upon the Grantee’s death or Disability or upon a Change in Control. (b) On any date on which any RSU Shares or Deferred Shares are to be paid to the Grantee in accordance with Section 3(a) above, the Company shall deliver to the Grantee or the Grantee’s legal representative or, if the Grantee is deceased, the Grantee’s designated beneficiary, or, if none, the Grantee’s personal representative, a Share certificate or evidence of the issuance of such RSU Shares or Deferred Shares on the Company’s books and records, and such RSU Shares or Deferred Shares shall be registered in the name of the Grantee. (c) The RSU Shares or Deferred Shares may be either previously authorized but unissued Shares or issued Shares, which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessable. (d) Only whole Shares shall be delivered in payment of a vested Restricted Stock Unit. To the extent a vested Restricted Stock Unit (including any additional Restricted Stock Units or Deferred Shares credited from dividends pursuant to Section 4 below) includes a fractional share, on the date the RSU Shares or Deferred Shares are to be paid to the Grantee, such fractional Share shall be paid to the Grantee or the Grantee’s legal representative or, if the Grantee is deceased, the Grantee’s designated beneficiary, or if none, the Grantee’s personal representative, in cash, in an amount that equals the Fair ​ ​ Market Value of such fractional Share on such payment date or, if such payment date falls on a weekend, holiday or other non-trading day, the Fair Market Value of such fractional Share on the most recent trading date prior to such payment date. ​

Entitlement to Receive Common Stock. (a) Shares corresponding to the number of Restricted Stock Units that become vested and nonforfeitable in accordance with Section 2 granted herein (“RSU Shares”) shall are to be paid to the Grantee or, if deceased, the Grantee’s estate on the Vesting Date or, if earlier, upon the Grantee’s death or Disability, upon a Change in Control, or upon termination of Board service a Termination Event (but only to the extent the RSU Shares are vested at the time of termination pursuant to Section 2). [Only applicable to future awards for fiscal year service following fiscal 2016: However, if the Grantee has made a timely and valid irrevocable election to defer receipt of all or any portion of the vested RSU Shares in accordance with the provisions of the RSU Award Deferral Election Form provided to the Grantee and returned it to the Company prior to December 31 of the calendar year preceding the Grant Date (such shares, the “Deferred Shares”), any such Deferred Shares shall instead be paid on the date so elected by the Grantee pursuant to such RSU Award Deferral Election Form, or, if earlier, upon the Grantee’s death or Disability or upon a Change in Control.] (b) On any date on which any RSU Shares or Deferred Shares are to be paid to the Grantee in accordance with Section 3(a) above, the Company shall deliver to the Grantee or the Grantee’s legal representative or, if the Grantee is deceased, the Grantee’s designated beneficiary, or, if none, the Grantee’s his personal representative, a Share share certificate or evidence of the issuance electronic delivery of such RSU Shares or Deferred in the amount of the RSU Shares on so delivered to the Company’s books and recordsGrantee, and such RSU Shares or Deferred Shares shall be registered in the name of the Grantee. (c) The RSU Shares or Deferred Shares shares of Common Stock deliverable upon the payment of a vested Restricted Stock Unit may be either previously authorized but unissued Shares or issued Shares, which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessable. (d) Only whole Shares shares of Common Stock shall be delivered in payment of a vested Restricted Stock Unit. To the extent a vested Restricted Stock Unit (including any additional Restricted Stock Units [applicable only to future awards made for service for fiscal years after fiscal 2016: or Deferred Shares Shares] credited from dividends pursuant to Section 4 below) ), includes a fractional share, on the date the RSU Shares [applicable only to future awards made for service for fiscal years after fiscal 2016: or Deferred Shares Shares] are to be paid to the Grantee, such fractional Share share shall be paid to the Grantee or the Grantee’s legal representative or, if the Grantee is deceased, the Grantee’s designated beneficiary, or or, if none, the Grantee’s his personal representative, in cash, in an amount that equals the Fair Market Value of such fractional Share share on such payment date or, if such payment date falls on a weekend, holiday or other non-trading day, the Fair Market Value of such fractional Share on the most recent trading date prior to such payment date. ​.