Common use of Exercise of Vested Awards Clause in Contracts

Exercise of Vested Awards. (a) Subject to the limitations set forth in this Agreement and the Plan, any vested CSAR under this Award may be exercised on or prior to the applicable Expiration Date by executing and delivering to the Company during an Exercise Window, a written or electronic notice of exercise and any other documents as the Committee may reasonably request. Subject to the limits set forth in Section 2.4(b) below, (i) vested CSARs for which an exercise notice has been delivered during the applicable Exercise Window shall be exercised as of the first business day following the close of the Exercise Window and (ii) vested CSARs subject to automatic exercise shall be exercised as of the applicable Exercise Date described in Section 2.1. Upon exercise of any vested CSAR, the Employer shall pay to the Executive an amount in cash equal to the excess of the Fair Market Value of one share of Common Stock as of the Exercise Date, over the Base Price per share set forth on the Executive’s electronic grant statement, multiplied by the number of CSARs under this Award being exercised. Subject to the terms of the Plan and this Agreement, any such payment shall be made in cash as soon as practicable after the Exercise Date. The Executive shall not be entitled to any earnings on the value of the amount payable for the period between the Exercise Date or the date of vesting, as the case may be, and the receipt of such payment. (b) Notwithstanding any other provision of this Agreement or the Plan to the contrary, and subject to the Committee’s discretion, (i) exercise of the Executive’s vested CSARs shall be subject to, and the total number of CSARs that may be exercised on any Exercise Date shall be limited in accordance with, Section 4.1 of the Plan (“Application of Settlement Limit”), as amended from time to time, and (ii) in the event that any portion of this Award has not been exercised as of the tenth (10th) anniversary of the Award Date, whether by application of the Settlement Limit or otherwise, such portion of the Award shall be forfeited and the right to exercise it shall be cancelled. (c) If the Executive is unable or not allowed to exercise any portion of his or her vested CSARs in any year due to application of the Settlement Limit and the Expiration Date would occur for any of such vested CSARs before the next Exercise Date, the Expiration Date for such vested CSARs automatically will be extended until the next following Exercise Date but not beyond the tenth (10th) anniversary of the Award Date.

Exercise of Vested Awards. (a) Subject to the limitations set forth in this Agreement and the Plan, any vested Converted CSAR under this Award may be voluntarily exercised at any time after the Conversion Date and on or prior to before the applicable Expiration Date (without regard to the Exercise Limit) by executing and delivering to the Company during an Exercise WindowCompany, a written or electronic notice of exercise and any other documents as the Committee may reasonably request. Subject Any Converted CSAR with respect to which the limits set forth in Section 2.4(b) belowExpiration Date has occurred and is subject to automatic exercise, (i) vested CSARs or for which an exercise notice has been delivered during the applicable Exercise Window shall vesting and exercisability thereof is accelerated due to death, Disability or Early Retirement will be deemed exercised and will be automatically settled as of the first business day following the close of Expiration Date (without regard to the Exercise Window and (ii) vested CSARs subject to automatic exercise shall be exercised as of the applicable Exercise Date described in Section 2.1Limit). Upon exercise of any vested CSARConverted CSARs, the Employer Executive shall pay to become the Executive an amount in cash record holder of a number of shares of Common Stock equal to the excess of the Fair Market Value of one share of Common Stock as of the Exercise Date, over the Base Price per share set forth on the Executive’s electronic grant statement, multiplied by the number of Converted CSARs under this Award being exercised; provided, that such number of shares shall be reduced by a number of shares, the Fair Market Value of which is sufficient to satisfy applicable tax obligations based on the applicable statutory withholding rates (or such other rate as may be determined by the Company after considering any accounting consequences or costs). Subject to the terms of the Plan and this Agreement, any to the extent that the exercise of Converted CSARs would cause the Executive to be due a fractional share of Common Stock, the Fair Market Value of such payment fractional share shall be made paid to the Executive in cash as soon as practicable after the Exercise Date. The Executive shall not be entitled to any earnings on the value of the amount payable with respect to a fractional share of Common Stock for the period between the Exercise Date or the date of vesting, as the case may be, and the receipt of such payment.” (bf) Notwithstanding any other provision of this Agreement or the Plan A new Section 2.8 is added to the contrary, and subject to the Committee’s discretion, (i) exercise Article 2 of the Executive’s vested CSARs shall be subject toAgreement to read as follows, and the total number remaining section(s) of CSARs that may be exercised on any Exercise Date shall be limited in accordance with, Section 4.1 of the Plan (“Application of Settlement Limit”), as amended from time to time, and (ii) in the event that any portion of this Award has not been exercised as of the tenth (10th) anniversary of the Award Date, whether by application of the Settlement Limit or otherwise, such portion of the Award shall be forfeited and the right to exercise it shall be cancelled. (c) If the Executive is unable or not allowed to exercise any portion of his or her vested CSARs in any year due to application of the Settlement Limit and the Expiration Date would occur for any of such vested CSARs before the next Exercise Date, the Expiration Date for such vested CSARs automatically will be extended until the next following Exercise Date but not beyond the tenth (10th) anniversary of the Award Date.Article 2 are renumbered accordingly:

Exercise of Vested Awards. (a) Subject to the limitations set forth in this Agreement and the Plan, any vested Converted CSAR under this Award may be voluntarily exercised at any time after the Conversion Date and on or prior to before the applicable Expiration Date (without regard to the Settlement Limit under Section 4.1 of the Plan) by executing and delivering to the Company during an Exercise WindowCompany, a written or electronic notice of exercise and any other documents as the Committee may reasonably request. Subject to the limits set forth in Section 2.4(b) belowAny Converted CSAR under this Award that is an Expiring CSAR, (i) vested CSARs for which a Death/Disability Accelerated CSAR or an exercise notice has been delivered during the applicable Exercise Window shall Early Retirement Accelerated CSAR will be deemed exercised and will be automatically settled as of the first business day following Expiration Date (without regard to the close Settlement Limit under Section 4.1 of the Exercise Window and (ii) vested CSARs subject to automatic exercise shall be exercised as of the applicable Exercise Date described in Section 2.1Plan). Upon exercise of any vested CSARConverted CSARs, the Employer Executive shall pay to become the Executive an amount in cash record holder of a number of shares of Common Stock equal to the excess of the Fair Market Value of one share of Common Stock as of the Exercise Date, over the Base Price per share set forth on the Executive’s electronic grant statement, multiplied by the number of Converted CSARs under this Award being exercised; provided, that such number of shares shall be reduced by a number of shares, the Fair Market Value of which is sufficient to satisfy applicable tax obligations based on the applicable statutory withholding rates (or such other rate as may be determined by the Company after considering any accounting consequences or costs). Subject to the terms of the Plan and this Agreement, any to the extent that the exercise of Converted CSARs would cause the Executive to be due a fractional share of Common Stock, the Fair Market Value of such payment fractional share shall be made paid to the Executive in cash as soon as practicable after the Exercise Date. The Executive shall not be entitled to any earnings on the value of the amount payable with respect to a fractional share of Common Stock for the period between the Exercise Date or the date of vesting, as the case may be, and the receipt of such payment.” (bf) Notwithstanding any other provision of this Agreement or the Plan A new Section 2.8 is added to the contrary, and subject to the Committee’s discretion, (i) exercise Article 2 of the Executive’s vested CSARs shall be subject toAgreement to read as follows, and the total number remaining section(s) of CSARs that may be exercised on any Exercise Date shall be limited in accordance with, Section 4.1 of the Plan (“Application of Settlement Limit”), as amended from time to time, and (ii) in the event that any portion of this Award has not been exercised as of the tenth (10th) anniversary of the Award Date, whether by application of the Settlement Limit or otherwise, such portion of the Award shall be forfeited and the right to exercise it shall be cancelled. (c) If the Executive is unable or not allowed to exercise any portion of his or her vested CSARs in any year due to application of the Settlement Limit and the Expiration Date would occur for any of such vested CSARs before the next Exercise Date, the Expiration Date for such vested CSARs automatically will be extended until the next following Exercise Date but not beyond the tenth (10th) anniversary of the Award Date.Article 2 are renumbered accordingly:

Exercise of Vested Awards. (a) Subject to the limitations set forth in this Agreement and the 2019 Plan, any vested CSAR under this Award may be exercised on or prior to the applicable Expiration Date by executing and delivering to the Company during an Exercise Window, a written or electronic notice of exercise and any other documents as the Committee may reasonably request. Subject to the limits set forth in Section 2.4(b) below, (i) vested CSARs for which an exercise notice has been delivered during the applicable Exercise Window shall be exercised as of the first business day following the close of the Exercise Window and (ii) vested CSARs subject to automatic exercise shall be exercised as of the applicable Exercise Date described in Section 2.1. Upon exercise of any vested CSAR, the Employer shall pay to the Executive an amount in cash equal to the excess of the Fair Market Value of one share of Common Phantom Stock as of the Exercise Date, over the Base Price per share set forth on the Executive’s electronic grant statement, multiplied by the number of CSARs under this Award being exercised. Subject to the terms of the 2019 Plan and this Agreement, any such payment shall be made in cash as soon as practicable after the Exercise Date. The Executive shall not be entitled to any earnings on the value of the amount payable for the period between the Exercise Date or the date of vesting, as the case may be, and the receipt of such payment. (b) Notwithstanding any other provision of this Agreement or the Plan to the contrary, and subject to the Committee’s discretion, (i) exercise of the Executive’s vested CSARs shall be subject to, and the The total number of CSARs that may be exercised on any Exercise Date shall be limited as necessary to ensure that the total amount payable by the Company pursuant to the exercise or settlement of all outstanding Awards (and any other long-term incentive awards granted by the Company) in accordance withany calendar year does not exceed the Exercise Limit. If, as of any Exercise Date, it is expected, or could be reasonably expected, that the Exercise Limit will or may be exceeded for the calendar year, the vested CSARs that are to be exercised automatically on such Exercise Date under Section 4.1 of the Plan (“Application of Settlement Limit”2.1(d), as amended from time shall be exercised first, up to timethe Exercise Limit; the vested CSARs that are to be exercised automatically on such Exercise Date under Section 2.1(c), shall be exercised next, up to the Exercise Limit; the vested CSARs that are to be exercised automatically on such Exercise Date under Section 2.1(e) shall be exercised next, up to the Exercise Limit; the vested CSARs that are to be exercised automatically on such Exercise Date under Section 2.1(b) shall be exercised next, up to the Exercise Limit; the vested CSARs that are to be exercised automatically on such Exercise Date under Section 2.1(a) shall be exercised next, up to the Exercise Limit; the vested CSARs with the earliest Award Date shall be allowed to be exercised next, up to the Exercise Limit, the vested CSARs with the next earliest Award Date shall be allowed to be exercised next, up to the Exercise Limit, and (ii) in so on, until the event Exercise Limit is reached; provided that, with respect to any class of vested CSARs with the same Award Date affected by the Exercise Limit, the number of vested CSARs with that any portion of this Award has not been Date that are allowed to be exercised as of the tenth (10th) anniversary of the Award Date, whether by application of the Settlement Limit or otherwise, such portion of the Award shall be forfeited and reduced so that the right to exercise it shall be cancelledpercentage of vested CSARs with that same Award Date held by each Executive is equal. (c) If the Executive is unable to exercise vested CSARs or not allowed to exercise any portion of his or her vested CSARs in any year due to application the Exercise Limit of the Settlement Limit Section 2.4(b) and the Expiration Date would occur for any of such vested CSARs before the next Exercise Date, the Expiration Date for such vested CSARs automatically will be extended until the next following Exercise Date but not beyond the tenth (10th) anniversary of the Award Date.

Exercise of Vested Awards. (a) Subject to the limitations set forth in this Agreement and the Plan, any vested Converted CSAR under this Award may be voluntarily exercised at any time after the Conversion Date and on or prior to before the applicable Expiration Date (without regard to the Exercise Limit) by executing and delivering to the Company during an Exercise WindowCompany, a written or electronic notice of exercise and any other documents as the Committee may reasonably request. Subject Any Converted CSAR with respect to which the limits set forth in Section 2.4(b) belowExpiration Date has occurred and is subject to automatic exercise, (i) vested CSARs or for which an exercise notice has been delivered during the applicable Exercise Window shall vesting and exercisability thereof is accelerated due to death, Disability or Early Retirement will be deemed exercised and will be automatically settled as of the first business day following the close of Expiration Date (without regard to the Exercise Window and (ii) vested CSARs subject to automatic exercise shall be exercised as of the applicable Exercise Date described in Section 2.1Limit). Upon exercise of any vested CSARConverted CSARs, the Employer Employee shall pay to become the Executive an amount in cash record holder of a number of shares of Common Stock equal to the excess of the Fair Market Value of one share of Common Stock as of the Exercise Date, over the Base Price per share set forth on the ExecutiveEmployee’s electronic grant statement, multiplied by the number of Converted CSARs under this Award being exercised; provided, that such number of shares shall be reduced by a number of shares, the Fair Market Value of which is sufficient to satisfy applicable tax obligations based on the applicable statutory withholding rates (or such other rate as may be determined by the Company after considering any accounting consequences or costs). Subject to the terms of the Plan and this Agreement, any to the extent that the exercise of Converted CSARs would cause the Employee to be due a fractional share of Common Stock, the Fair Market Value of such payment fractional share shall be made paid to the Employee in cash as soon as practicable after the Exercise Date. The Executive Employee shall not be entitled to any earnings on the value of the amount payable with respect to a fractional share of Common Stock for the period between the Exercise Date or the date of vesting, as the case may be, and the receipt of such payment.” (bf) Notwithstanding any other provision of this Agreement or the Plan A new Section 2.8 is added to the contrary, and subject to the Committee’s discretion, (i) exercise Article 2 of the Executive’s vested CSARs shall be subject toAgreement to read as follows, and the total number remaining section(s) of CSARs that may be exercised on any Exercise Date shall be limited in accordance with, Section 4.1 of the Plan (“Application of Settlement Limit”), as amended from time to time, and (ii) in the event that any portion of this Award has not been exercised as of the tenth (10th) anniversary of the Award Date, whether by application of the Settlement Limit or otherwise, such portion of the Award shall be forfeited and the right to exercise it shall be cancelled. (c) If the Executive is unable or not allowed to exercise any portion of his or her vested CSARs in any year due to application of the Settlement Limit and the Expiration Date would occur for any of such vested CSARs before the next Exercise Date, the Expiration Date for such vested CSARs automatically will be extended until the next following Exercise Date but not beyond the tenth (10th) anniversary of the Award Date.Article 2 are renumbered accordingly:

Exercise of Vested Awards. (a) Subject to the limitations set forth in this Agreement and the Plan, any vested CSAR under represented by this Award may be exercised on or prior to during the applicable Expiration Date term of this Award by executing and delivering to the Company during an Exercise Window, a written or electronic notice of exercise and any other documents as the Committee may reasonably request. Subject to the limits set forth in Section 2.4(b) below, (i) vested Vested CSARs for which an exercise notice has been delivered during the applicable Exercise Window shall be exercised as of the first business day Valuation Date coinciding with or next following the close date of such written or electronic notice (or, if permitted by the Exercise Window and (ii) vested Committee, as of a date during a specified period immediately following a Valuation Date), provided, however, that the number of CSARs subject to automatic that may be exercised on any exercise date shall be exercised limited as of the applicable Exercise Date described set forth in Section 2.1paragraph (b) below. Upon exercise of any vested CSAR, the Employer shall pay to the Executive Employee an amount in cash equal to the excess of the Fair Market Value of one share of Common Stock as of the Exercise Date, effective date of such exercise over the Base Price base price per share set forth on the ExecutiveEmployee’s electronic grant statement, multiplied by the number of CSARs under for which this Award is being exercised. Subject to the terms of the Plan and this Agreement, any such payment shall be made in cash as soon as practicable after the Exercise Dateexercise date. The Executive Employee shall not be entitled to any earnings on the value of the amount payable for the period between the Exercise Date or the date of exercise or vesting, as the case may be, and the receipt of such payment. (b) Notwithstanding any other provision of this Agreement or the Plan to the contrary, and subject to the Committee’s discretion, (i) exercise of the Executive’s vested CSARs shall be subject to, and the The total number of CSARs that may be exercised on any by all holders of vested CSARs, as increased by the number of all Performance Stock Units that became vested in the calendar year immediately preceding the calendar year in which such exercise date occurs, may not exceed the Exercise Date Limit. If the number of CSARs that may be exercised by all holders of vested CSARs who have delivered a written or electronic notice of exercise with respect to an exercise date would otherwise exceed the Exercise Limit, those CSARs for which exercise notice has been delivered as of such exercise date with the earliest grant date shall be limited in accordance with, Section 4.1 of deemed exercised first. In the Plan (“Application of Settlement Limit”)event that, as amended from time of an exercise date, the Exercise Limit is applicable to timea group of CSARs with the same grant date, the number of CSARs deemed exercised hereunder shall be equal to the number of CSARs for which the employee provided notice of exercise multiplied by a fraction, the numerator of which is the number of CSARs for which an exercise notice was given by the Employee and (ii) in the event that any portion denominator of this Award has not been exercised which is the total number of CSARs for which an exercise notice was given by all holders of vested CSARs as of the tenth (10th) anniversary of the Award Date, whether by application of the Settlement Limit or otherwise, such portion of the Award shall be forfeited and the right to exercise it shall be cancelleddate. (c) If the Executive is unable or not allowed to exercise any portion of his or her vested CSARs in any year due to application of the Settlement Limit and the Expiration Date would occur for any of such vested CSARs before the next Exercise Date, the Expiration Date for such vested CSARs automatically will be extended until the next following Exercise Date but not beyond the tenth (10th) anniversary of the Award Date.

Exercise of Vested Awards. (a) Subject to the limitations set forth in this Agreement and the Plan, any vested Converted CSAR under this Award may be voluntarily exercised at any time after the Conversion Date and on or prior before the applicable expiration date (without regard to the applicable Expiration Date Exercise Limit) by executing and delivering to the Company during an Exercise WindowCompany, a written or electronic notice of exercise and any other documents as the Committee may reasonably request. Subject Any Converted CSAR with respect to which the limits set forth in Section 2.4(b) belowexpiration date has occurred and is subject to automatic exercise, (i) vested CSARs or for which an exercise notice has been delivered during the applicable Exercise Window shall vesting and exercisability thereof is accelerated due to death or Disability will be deemed exercised and will be automatically settled as of the first business day following the close of expiration date (without regard to the Exercise Window and (ii) vested CSARs subject to automatic exercise shall be exercised as of the applicable Exercise Date described in Section 2.1Limit). Upon exercise of any vested CSARConverted CSARs, the Employer Employee shall pay to become the Executive an amount in cash record holder of a number of shares of Common Stock equal to the excess of the Fair Market Value of one share of Common Stock as of the Exercise Date, over the Base Price base price per share set forth on the ExecutiveEmployee’s electronic grant statement, multiplied by the number of Converted CSARs under this Award being exercised; provided, that such number of shares shall be reduced by a number of shares, the Fair Market Value of which is sufficient to satisfy applicable tax obligations based on the applicable statutory withholding rates (or such other rate as may be determined by the Company after considering any accounting consequences or costs). Subject to the terms of the Plan and this Agreement, any to the extent that the exercise of Converted CSARs would cause the Employee to be due a fractional share of Common Stock, the Fair Market Value of such payment fractional share shall be made paid to the Employee in cash as soon as practicable after the Exercise Date. The Executive Employee shall not be entitled to any earnings on the value of the amount payable with respect to a fractional share of Common Stock for the period between the Exercise Date or the date of vesting, as the case may be, and the receipt of such payment.” (bd) Notwithstanding any other provision of this Agreement or the Plan A new Section 2.8 is added to the contrary, and subject to the Committee’s discretion, (i) exercise Article 2 of the Executive’s vested CSARs shall be subject toAgreement to read as follows, and the total number remaining section(s) of CSARs that may be exercised on any Exercise Date shall be limited in accordance with, Section 4.1 of the Plan (“Application of Settlement Limit”), as amended from time to time, and (ii) in the event that any portion of this Award has not been exercised as of the tenth (10th) anniversary of the Award Date, whether by application of the Settlement Limit or otherwise, such portion of the Award shall be forfeited and the right to exercise it shall be cancelled. (c) If the Executive is unable or not allowed to exercise any portion of his or her vested CSARs in any year due to application of the Settlement Limit and the Expiration Date would occur for any of such vested CSARs before the next Exercise Date, the Expiration Date for such vested CSARs automatically will be extended until the next following Exercise Date but not beyond the tenth (10th) anniversary of the Award Date.Article 2 are renumbered accordingly:

Exercise of Vested Awards. (a) Subject to the limitations set forth in this Agreement and the Plan, any vested Converted CSAR under this Award may be voluntarily exercised at any time after the Conversion Date and on or prior to before the applicable Expiration Date (without regard to the Settlement Limit under Section 4.1 of the Plan) by executing and delivering to the Company during an Exercise WindowCompany, a written or electronic notice of exercise and any other documents as the Committee may reasonably request. Subject to the limits set forth in Section 2.4(b) belowAny Converted CSAR under this Award that is an Expiring CSAR, (i) vested CSARs for which a Death/Disability Accelerated CSAR or an exercise notice has been delivered during the applicable Exercise Window shall Early Retirement Accelerated CSAR will be deemed exercised and will be automatically settled as of the first business day following Expiration Date (without regard to the close Settlement Limit under Section 4.1 of the Exercise Window and (ii) vested CSARs subject to automatic exercise shall be exercised as of the applicable Exercise Date described in Section 2.1Plan). Upon exercise of any vested CSARConverted CSARs, the Employer Executive shall pay to become the Executive an amount in cash record holder of a number of shares of Common Stock equal to the excess of the Fair Market Value of one share of Common Stock as of the Exercise Date, over the Base Price per share set forth on the Executive’s electronic grant statement, multiplied by the number of Converted CSARs under this Award being exercised; provided, that such number of shares shall be reduced by a number of shares, the Fair Market Value of which is sufficient to satisfy applicable tax obligations based on the applicable statutory withholding rates (or such other rate as may be determined by the Company after considering any accounting consequences or costs). Subject to the terms of the Plan and this Agreement, any to the extent that the exercise of Converted CSARs would cause the Executive to be due a fractional share of Common Stock, the Fair Market Value of such payment fractional share shall be made paid to the Executive in cash as soon as practicable after the Exercise Date. The Executive shall not be entitled to any earnings on the value of the amount payable with respect to a fractional share of Common Stock for the period between the Exercise Date or the date of vesting, as the case may be, and the receipt of such payment.” (bf) Notwithstanding any other provision of this Agreement or the Plan A new Section 2.8 is added to the contrary, and subject to the Committee’s discretion, (i) exercise Article 2 of the Executive’s vested CSARs shall be subject toAgreement to read as follows, and the total number remaining section(s) of CSARs that may be exercised on any Exercise Date shall be limited in accordance with, Section 4.1 of the Plan (“Application of Settlement Limit”), as amended from time to time, and (ii) in the event that any portion of this Award has not been exercised as of the tenth (10th) anniversary of the Award Date, whether by application of the Settlement Limit or otherwise, such portion of the Award shall be forfeited and the right to exercise it shall be cancelled. (c) If the Executive is unable or not allowed to exercise any portion of his or her vested CSARs in any year due to application of the Settlement Limit and the Expiration Date would occur for any of such vested CSARs before the next Exercise Date, the Expiration Date for such vested CSARs automatically will be extended until the next following Exercise Date but not beyond the tenth (10th) anniversary of the Award Date.Article 2 are renumbered accordingly: