Common use of Entitlement to Shares Clause in Contracts

Entitlement to Shares. As soon as practicable on or after the certification of performance results indicated on the Award Summary in connection with the PSs that are vested (the “Certification Date”), the Company shall, without transfer or issue tax to the person entitled to receive the shares, deliver to such person a certificate or certificates for a number of shares of Common Stock equal to the number of vested PSs (subject to reduction for payment of withholding taxes as described below). The number of shares to be issue to Employee shall be reduced by the minimum amount of withholding taxes which must be paid under U.S. Federal and, where applicable, state and local law at the time of each distribution. No fractional shares shall be issued as a result of withholding taxes. Instead, the Company shall apply the equivalent of any fractional share amount to Federal, and where applicable, state and local, withholding taxes. The award of PSs covered hereby shall be earned based on achieving performance measures at or between threshold and maximum levels (as shall be determined by the Committee or its delegate) on an annual basis over three years. The “Vesting Date” for earned PS awards granted shall be set forth in the Award Summary. In the event that performance measures are achieved below threshold levels, all PSs shall be forfeited. Upon the occurrence of an event constituting a Change in Control, all PSs and dividend equivalents outstanding on such date shall be treated pursuant to the terms set forth in the Plan. Upon payment pursuant to the terms of the Plan, such awards shall be cancelled.

Entitlement to Shares. As soon as practicable on or after the certification of performance results Vesting Date indicated on the Award Summary in connection with the PSs that are vested (the “Certification Vesting Date”), the Company shall, without transfer or issue tax to the person entitled to receive the shares, deliver to such person a certificate or certificates for a number of shares of Common Stock equal to the number of vested PSs (subject to reduction for payment of withholding taxes as described below). The number of shares to be issue issued to Employee shall be reduced by the minimum amount of withholding taxes which must be paid under U.S. Federal and, where applicable, state and local law at the time of each distribution. No fractional shares shall be issued as a result of withholding taxesissued. Instead, the Company shall apply the equivalent of any fractional share amount to Federal, and where applicable, state and local, withholding taxes. The award of PSs covered hereby shall be earned based on achieving one hundred percent (100%) of a target on an annual basis based on certain performance measures as shall be determined from time to time by the Committee. To the extent that performance measures are achieved at or between threshold and maximum levels (as shall be determined by the Committee or its delegateCommittee) on a three-year cumulative basis, an additional award of PSs will be earned, net of shares previously earned for annual basis over three yearsachievement. The “Vesting Date” Date for earned PS awards granted shall be set forth in the Award Summary. In the event that performance measures are achieved below threshold levels, all PSs shall be forfeited. Upon the occurrence of an event constituting a Change in Control, all PSs and dividend equivalents outstanding on such date shall be treated pursuant to the terms set forth in the Plan. Upon payment pursuant to the terms of the Plan, such awards shall be cancelled.