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 and, in all cases, subject to Section 2.4(d) 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, except as provided in Section 2.4(d) below, 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) Subject to Section 2.4(d) below and 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 payable in cash 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 payable in cash 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. (d) Subject to the limitations set forth in this Agreement (other than subsections (a) through (c) of this Section 2.4) and the Plan, any vested Converted CSAR under this Award may be voluntarily exercised at any time after a Conversion Date and on or 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, a written or electronic notice of exercise and any other documents as the Committee may reasonably request. Any Converted CSAR under this Award that is an Expiring CSAR, a Death/Disability Accelerated CSAR or an Early Retirement Accelerated CSAR will be deemed exercised and will be automatically settled as of the Expiration Date (without regard to the Settlement Limit under Section 4.1 of the Plan). Upon exercise of any vested Converted CSARs, the Executive shall become the 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, 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 fractional share shall be 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 and the receipt of such payment.

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 the applicable Expiration Date by executing and delivering to the Company during an Exercise Window, 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 and, in all cases, subject to Section 2.4(d) below), (i) vested Vested CSARs for which an exercise notice has been delivered during the applicable an Exercise Window shall be exercised as of the first business day Valuation Date coincident with or next following the close date of such written or electronic notice (or, if permitted by the Committee, as of a date during a specified period immediately following a Valuation Date), provided, however, that the number of CSARs that may be exercised on any Exercise Window and (ii) vested CSARs subject to automatic exercise Date shall be exercised limited as of the applicable Exercise Date described set forth in Section 2.1paragraph 2.4(b) below. Upon exercise of any vested CSAR, except as provided in Section 2.4(d) below, 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, Date over the Base Price per share set forth on the ExecutiveEmployee’s electronic grant statement, multiplied by the number of CSARs under this Award being exercisedthat the Employee is exercising. 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 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 vesting, as the case may be, and the receipt of such payment. (b) Subject to Section 2.4(d) below and 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 payable in cash shall be subject to, and the The total number of CSARs that may be exercised on any by all holders of vested CSARs may not exceed the Exercise 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 during an Exercise Window 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 such Exercise 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 Employee is unable or not allowed to exercise any portion of his or her vested CSARs payable in cash in any year due to application the Exercise Limit of the Settlement Limit paragraph 2.4(b) and the Expiration Date would occur for any of such vested CSARs before the next Exercise Valuation 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 Valuation Date. (d) Subject to the limitations set forth in this Agreement (other than subsections (a) through (c) of this Section 2.4) and the Plan, any vested Converted CSAR under this Award may be voluntarily exercised at any time after a Conversion Date and on or 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, a written or electronic notice of exercise and any other documents as the Committee may reasonably request. Any Converted CSAR under this Award that is an Expiring CSAR, a Death/Disability Accelerated CSAR or an Early Retirement Accelerated CSAR will be deemed exercised and will be automatically settled as of the Expiration Date (without regard to the Settlement Limit under Section 4.1 of the Plan). Upon exercise of any vested Converted CSARs, the Executive shall become the 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, 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 fractional share shall be 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 and the receipt of such payment.

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 and, in all cases, subject to Section 2.4(d) 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, except as provided in Section 2.4(d) below, 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) Subject to Section 2.4(d) below and 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 payable in cash 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 payable in cash 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. (d) Subject to the limitations set forth in this Agreement (other than subsections (a) through (c) of this Section 2.4) and the Plan, any vested Converted CSAR under this Award may be voluntarily exercised at any time after a Conversion Date and on or 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, a written or electronic notice of exercise and any other documents as the Committee may reasonably request. Any Converted CSAR under this Award that is an Expiring CSAR, a Death/Disability Accelerated CSAR or an Early Retirement Accelerated CSAR will be deemed exercised and will be automatically settled as of the Expiration Date (without regard to the Settlement Limit under Section 4.1 of the Plan). Upon exercise of any vested Converted CSARs, the Executive shall become the 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, 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, 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 fractional share shall be 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 and the receipt of such payment.

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 and, in all cases, subject to Section 2.4(d) below), (i) vested Vested CSARs for which an exercise notice has been delivered during the applicable Exercise Window and any vested CSARs that are to be exercised automatically during that Exercise Window (together referred to for purposes of this Section as “Exercised CSARs”), shall be exercised as of the first business day following the close of the Exercise Window and (ii) vested Window, provided, however, that the number of CSARs subject to automatic exercise that may be exercised on any Exercise Date shall be exercised limited as of the applicable Exercise Date described set forth in Section 2.12.4(b) below. Upon exercise of any vested CSAR, except as provided in Section 2.4(d) below, 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 exercisedthat the Executive is exercising. 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) Subject to Section 2.4(d) below and 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 payable in cash shall be subject to, and the The total number of CSARs that may be exercised on by all Executives holding vested CSARs may not exceed the Exercise Limit applicable to any Exercise Date. If, as of any Exercise Date, the Fair Market Value of the sum of the Exercised CSARs would exceed the Exercise Limit, the Exercised CSARs that are to be exercised automatically during that Exercise Window under Section 2.2(d), shall be exercised first, up to the Exercise Limit, the Exercised CSARs that are to be exercised automatically during that Exercise Window under Section 2.2(c), shall be exercised next, up to the Exercise Limit, the Exercised CSARs with the earliest Award Date shall be limited in accordance withallowed to be exercised next, Section 4.1 of up to the Plan (“Application of Settlement Exercise Limit”), as amended from time the Exercised CSARs with the next earliest Award Date shall be allowed to timebe 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 Exercised CSARs with the same Award Date affected by the Exercise Limit, the number of Exercised 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 Exercised 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 Exercised CSARs payable in cash 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 or Exercised 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. (d) Subject to the limitations set forth in this Agreement (other than subsections (a) through (c) of this Section 2.4) and the Plan, any vested Converted CSAR under this Award may be voluntarily exercised at any time after a Conversion Date and on or 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, a written or electronic notice of exercise and any other documents as the Committee may reasonably request. Any Converted CSAR under this Award that is an Expiring CSAR, a Death/Disability Accelerated CSAR or an Early Retirement Accelerated CSAR will be deemed exercised and will be automatically settled as of the Expiration Date (without regard to the Settlement Limit under Section 4.1 of the Plan). Upon exercise of any vested Converted CSARs, the Executive shall become the 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, 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 fractional share shall be 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 and the receipt of such payment.