Common use of Form and Time of Payment of RSUs Clause in Contracts

Form and Time of Payment of RSUs. (a) Payment for the RSUs, after and to the extent they have become nonforfeitable, shall be made in the form of Common Shares. Except as provided in Section 5(b) or 5(c), payment shall be made as soon as administratively practicable following (but no later than thirty (30) days following) the date that the RSUs become nonforfeitable pursuant to Section 4 hereof. (b) If the RSUs become nonforfeitable (i) by reason of the occurrence of a Change in Control as described in Section 4(c), and if the Change in Control does not constitute a “change in control” for purposes of Section 409A(a)(2)(A)(v) of the Code, or (ii) by reason of a termination of the Grantee’s employment, and if such termination does not constitute a “separation from service” for purposes of Section 409A(a)(2)(A)(i) of the Code, then payment for the RSUs will be made upon the earliest of (A) the Grantee’s “separation from service” with the Company and its Subsidiaries (determined in accordance with Section 409A(a)(2)(A)(i) of the Code), (B) the date the RSUs would have become nonforfeitable under Section 4(a) had the Grantee remained in continuous employment, (C) the Grantee’s death, (D) the occurrence of a Change in Control that constitutes a “change in control” for purposes of Section 409A(a)(2)(A)(v) of the Code, or (E) the Grantee’s becoming Disabled. (c) If the RSUs become payable on the Grantee’s “separation from service” with the Company and its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i) of the Code and the Grantee is a “specified employee” as determined pursuant to procedures adopted by the Company in compliance with Section 409A of the Code, then payment for the RSUs shall be made on the earlier of the fifth business day of the seventh month after the date of the Grantee’s “separation from service” with the Company and its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i) of the Code or the Grantee’s death. (d) Except to the extent provided by Section 409A of the Code and permitted by the Committee, no Common Shares may be issued to the Grantee at a time earlier than otherwise expressly provided in this Agreement. (e) The Company’s obligations to the Grantee with respect to the RSUs will be satisfied in full upon the issuance of Common Shares corresponding to such RSUs.

Form and Time of Payment of RSUs. (a) Payment for the RSUs, after and to the extent they have become nonforfeitable, shall be made in the form of shares of Common SharesStock. Except as provided in Section 5(b) or 5(c), payment shall be made as soon as administratively practicable within 10 days following (but no later than thirty (30) days following) the date that the RSUs become nonforfeitable pursuant to Section 4 hereof. (b) If the RSUs become nonforfeitable (i) by reason of the occurrence of a Change in Control as described in Section 4(c4(d), and if the Change in Control does not constitute a “"change in control” " for purposes of Section 409A(a)(2)(A)(v) of the Code, or (ii) by reason of a termination of the Grantee’s employment's employment by reason of retirement, and if such termination does not constitute a “"separation from service” " for purposes of Section 409A(a)(2)(A)(i) of the Code, then payment for the RSUs will be made upon the earliest of (Av) the Grantee’s “'s "separation from service” " with the Company and its Subsidiaries (determined in accordance with Section 409A(a)(2)(A)(i) of the Code), (Bw) the date the RSUs would have become nonforfeitable under Section 4(a) had the Grantee remained in continuous employmentVesting Date for such RSUs, (Cx) the Grantee’s 's death, (Dy) the occurrence of a Change in Control that constitutes a “"change in control” " for purposes of Section 409A(a)(2)(A)(v) of the Code, or (Ez) the Grantee’s 's becoming Disabled. (c) If the RSUs become payable on the Grantee’s “'s "separation from service” " with the Company and its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i) of the Code (including by reason of the Grantee's retirement as described in Section 4(b)(ii), due to the termination of the Grantee's employment under the conditions specified in Section 4(d)(iii) of this Agreement or by reason of Section 5(b)) and the Grantee is a “"specified employee” " as determined pursuant to procedures adopted by the Company in compliance with Section 409A of the Code, then payment for the RSUs shall be made on the earlier of the fifth business first day of the seventh month after the date of the Grantee’s “'s "separation from service” " with the Company and its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i) of the Code or the Grantee’s 's death. (d) Except to the extent provided by Section 409A of the Code and permitted by the Committee, no Common Shares Stock may be issued to the Grantee at a time earlier than otherwise expressly provided in this Agreement. (e) The Company’s 's obligations to the Grantee with respect to the RSUs will be satisfied in full upon the issuance of Common Shares Stock corresponding to such RSUs.

Form and Time of Payment of RSUs. (a) Payment for the RSUs, after and to the extent they have become nonforfeitable, shall be made in the form of shares of Common SharesStock. Except as provided in Section 5(b) or 5(c), payment shall be made as soon as administratively practicable within 10 days following (but no later than thirty (30) days following) the date that the RSUs become nonforfeitable pursuant to Section 4 hereof. (b) If the RSUs become nonforfeitable (i) by reason of the occurrence of a Change in Control as described in Section 4(c4(d), and if the Change in Control does not constitute a “change in control” for purposes of Section 409A(a)(2)(A)(v) of the Code, or (ii) by reason of a termination of the Grantee’s employmentemployment by reason of retirement, and if such termination does not constitute a “separation from service” for purposes of Section 409A(a)(2)(A)(i) of the Code, then payment for the RSUs will be made upon the earliest of (Av) the Grantee’s “separation from service” with the Company and its Subsidiaries (determined in accordance with Section 409A(a)(2)(A)(i) of the Code), (Bw) the date the RSUs would have become nonforfeitable under Section 4(a) had the Grantee remained in continuous employmentVesting Date, (Cx) the Grantee’s death, (Dy) the occurrence of a Change in Control that constitutes a “change in control” for purposes of Section 409A(a)(2)(A)(v) of the Code, or (Ez) the Grantee’s becoming Disabled. (c) If the RSUs become payable on the Grantee’s “separation from service” with the Company and its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i) of the Code (including by reason of the Grantee’s retirement as described in Section 4(b)(ii), due to the termination of the Grantee’s employment under the conditions specified in Section 4(d)(iii) of this Agreement or by reason of Section 5(b)) and the Grantee is a “specified employee” as determined pursuant to procedures adopted by the Company in compliance with Section 409A of the Code, then payment for the RSUs shall be made on the earlier of the fifth business first day of the seventh month after the date of the Grantee’s “separation from service” with the Company and its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i) of the Code or the Grantee’s death. (d) Except to the extent provided by Section 409A of the Code and permitted by the Committee, no Common Shares Stock may be issued to the Grantee at a time earlier than otherwise expressly provided in this Agreement. (e) The Company’s obligations to the Grantee with respect to the RSUs will be satisfied in full upon the issuance of Common Shares Stock corresponding to such RSUs.

Form and Time of Payment of RSUs. (a) Payment for the RSUs, after and to the extent they have become nonforfeitablenonforfeitable (“Vested RSUs”), shall be made in the form of Common SharesStock. Except To the extent the RSUs are Vested RSUs on the dates set forth below and to the extent such Vested RSUs have not previously been settled, the Company will settle such Vested RSUs as provided in Section 5(bfollows: (i) or 5(c), payment shall be made as As soon as administratively practicable following (but no later than thirty (30) days following) the date that the RSUs become nonforfeitable pursuant to Section 4 hereof. (b) If the RSUs become nonforfeitable (i) by reason of the occurrence of a Change in Control as described in Section 4(c), and if the Change in Control does not constitute a “change in control” for purposes of Section 409A(a)(2)(A)(v) of the Code, or (ii) by reason of a termination of the Grantee’s employment, and if such termination does not constitute a “separation from service” for purposes of Section 409A(a)(2)(A)(i) of the Code, then payment for the RSUs will be made upon the earliest of (A) the Grantee’s “separation from service” with the Company and its Subsidiaries (determined in accordance with within the meaning of Section 409A(a)(2)(A)(i) of the Code), payment of the Vested RSUs shall be made to the Grantee; and (Bii) On the date the RSUs would have become nonforfeitable under Section 4(a) had the Grantee remained in continuous employment, (C) the Grantee’s death, (D) the occurrence of a Change in of Control, payment of the Vested RSUs shall be made to the Grantee; provided, however, that if such Change of Control that constitutes would not qualify as a “change in control” for purposes permissible date of distribution under Section 409A(a)(2)(A)(v409A(a)(2)(A) of the CodeCode and the regulations thereunder, or (E) and where Section 409A of the Grantee’s becoming DisabledCode applies to such distribution, the Grantee is entitled to receive the corresponding payment on the date that would have otherwise applied pursuant to this Section 5 as though such Change of Control had not occurred. (cb) If the RSUs become payable on the Grantee’s “separation from service” with the Company and its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i) of the Code and the Grantee is a “specified employee” as determined pursuant to procedures adopted by the Company in compliance with Section 409A of the Code, then then, to the extent necessary to comply with Section 409A of the Code, payment for the RSUs shall be made on the earlier of first payroll date that occurs on or after the fifth business date six (6) months and one (1) day of the seventh month after following the date of the Grantee’s “separation from service.” with Notwithstanding the Company and its Subsidiaries within foregoing, if the meaning of Section 409A(a)(2)(A)(iGrantee dies following the Grantee’s “separation from service,” but before the six (6) month anniversary of the Code or “separation from service,” then any payment delayed in accordance with this Section 5(b) will be payable as soon as administratively practicable after the date of the Grantee’s death. (d) Except to the extent provided by Section 409A of the Code and permitted by the Committee, no Common Shares may be issued to the Grantee at a time earlier than otherwise expressly provided in this Agreement. (ec) The Company’s obligations to the Grantee with respect to the RSUs will be satisfied in full upon the issuance of Common Shares Stock corresponding to such RSUs.

Form and Time of Payment of RSUs. (a) Payment for the RSUs, after and to the extent they have become nonforfeitablenonforfeitable (“Vested RSUs”), shall be made in the form of Common SharesStock. Except as provided in Section 5(b) or 5(c), payment shall be made as soon as administratively practicable following (but no later than thirty (30) days following) To the date that extent the RSUs become nonforfeitable pursuant to Section 4 hereof. (b) If are Vested RSUs on the RSUs become nonforfeitable dates set forth in clauses (i) by reason of the occurrence of a Change in Control as described in Section 4(c), and if the Change in Control does not constitute a “change in control” for purposes of Section 409A(a)(2)(A)(v) of the Code, or (ii) by reason of a termination below and to the extent such Vested RSUs have not previously been settled, the Vested RSUs will become payable upon the earlier to occur of the Grantee’s employment, and if such termination does not constitute a “separation from service” for purposes of Section 409A(a)(2)(A)(ifollowing: (i) of the Code, then payment for the RSUs will be made upon the earliest of (A) the The Grantee’s “separation from service” with the Company and its Subsidiaries (determined in accordance with within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), ; or (Bii) the date the RSUs would have become nonforfeitable under Section 4(a) had the Grantee remained in continuous employment, (C) the Grantee’s death, (D) the The occurrence of a Change in Control, so long as such Change in Control that constitutes qualifies as a “change in controlcontrol event” for purposes within the meaning of Section 409A(a)(2)(A)(v) of the CodeCode and occurs on or following the applicable Vesting Date relating to such RSUs. Subject to Section 5(b) below, the date of settlement of the Vested RSUs that become payable pursuant to this Section 5(a) shall be (A) as soon as administratively practicable following (but no later than 30 days following) the date of the Grantee’s separation from service if the Vested RSUs become payable pursuant to clause (i) above, or (EB) the Grantee’s becoming Disableddate of the occurrence of the Change in Control, if the Vested RSUs become payable pursuant to clause (ii) above. (cb) If the RSUs become payable on the Grantee’s “separation from service” with the Company and its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i) of the Code and the Grantee is a “specified employee” as determined pursuant to procedures adopted by the Company in compliance with Section 409A of the Code, then then, to the extent necessary to comply with Section 409A of the Code, payment for the RSUs shall be made on the earlier of first payroll date that occurs on or after the fifth business date six months and one day of the seventh month after following the date of the Grantee’s “separation from service.” with Notwithstanding the Company and its Subsidiaries within foregoing, if the meaning of Section 409A(a)(2)(A)(i) Grantee dies following the Grantee’s “separation from service,” but before the six-month anniversary of the Code or “separation from service,” then any payment delayed in accordance with this Section 5(b) will be payable as soon as administratively practicable after the date of the Grantee’s death. (d) Except to the extent provided by Section 409A of the Code and permitted by the Committee, no Common Shares may be issued to the Grantee at a time earlier than otherwise expressly provided in this Agreement. (ec) The Company’s obligations to the Grantee with respect to the RSUs will be satisfied in full upon the issuance or transfer of Common Shares Stock corresponding to such RSUs.

Form and Time of Payment of RSUs. (a) Payment for the RSUs, after and to the extent they have become nonforfeitable, shall be made in the form of shares of Common SharesStock. Except as provided in Section 5(b) or 5(c), payment shall be made as soon as administratively practicable within 10 days following (but no later than thirty (30) days following) the date that the RSUs become nonforfeitable pursuant to Section 4 hereof. (b) If the RSUs become nonforfeitable (i) by reason of the occurrence of a Change in Control as described in Section 4(c4(d), and if the Change in Control does not constitute a “change in control” for purposes of Section 409A(a)(2)(A)(v) of the Code, or (ii) by reason of a termination of the Grantee’s employmentemployment as a result of the Grantee’s retirement, and if such termination does not constitute a “separation from service” for purposes of Section 409A(a)(2)(A)(i) of the Code, then then, subject to Section 5(c), payment for the RSUs will be made upon the earliest of (Av) the Grantee’s “separation from service” with the Company and its Subsidiaries (determined in accordance with Section 409A(a)(2)(A)(i) of the Code), (Bw) the date the RSUs would have become nonforfeitable under Section 4(a) had the Grantee remained in continuous employmentVesting Date, (Cx) the Grantee’s death, (Dy) the occurrence of a Change in Control that constitutes a “change in control” for purposes of Section 409A(a)(2)(A)(v) of the Code, or (Ez) the Grantee’s becoming Disabled. (c) If the RSUs become payable on the Grantee’s “separation from service” with the Company and its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i) of the Code (including by reason of the Grantee’s retirement as described in Section 4(b)(ii), due to the termination of the Grantee’s employment under the conditions specified in Section 4(d)(iii) or under the circumstances described in Section 5(b)) and the Grantee is a “specified employee” as determined pursuant to procedures adopted by the Company in compliance with Section 409A of the Code, then payment for the RSUs shall be made on the earlier of the fifth business first day of the seventh month after the date of the Grantee’s “separation from service” with the Company and its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i) of the Code or the Grantee’s death. (d) Except to the extent provided by Section 409A of the Code and permitted by the Committee, no Common Shares Stock may be issued to the Grantee at a time earlier than otherwise expressly provided in this Agreement. (e) The Company’s obligations to the Grantee with respect to the RSUs will be satisfied in full upon the issuance of Common Shares Stock corresponding to such RSUs.

Form and Time of Payment of RSUs. (a) Payment for the RSUs, after and to the extent they have become nonforfeitable, shall be made in the form of shares of Common SharesStock. Except as provided in Section 5(b) or 5(c), payment shall be made as soon as administratively practicable within 10 days following (but no later than thirty (30) days following) the date that the RSUs become nonforfeitable pursuant to Section 4 hereof. (b) If the RSUs become nonforfeitable (i) by reason of the occurrence of a Change in Control as described in Section 4(c4(d), and if the Change in Control does not constitute a “"change in control” " for purposes of Section 409A(a)(2)(A)(v) of the Code, or (ii) by reason of a termination of the Grantee’s employment's employment by reason of retirement, and if such termination does not constitute a “"separation from service” " for purposes of Section 409A(a)(2)(A)(i) of the Code, then payment for the RSUs will be made upon the earliest of (Av) the Grantee’s “'s "separation from service” " with the Company and its Subsidiaries (determined in accordance with Section 409A(a)(2)(A)(i) of the Code), (Bw) the date the RSUs would have become nonforfeitable under Section 4(a) had the Grantee remained in continuous employmentVesting Date for such RSUs, (Cx) the Grantee’s 's death, (Dy) the occurrence of a Change in Control that constitutes a “"change in control” " for purposes of Section 409A(a)(2)(A)(v) of the Code, or (Ez) the Grantee’s 's becoming Disabled. (c) If the RSUs become payable on the Grantee’s “'s "separation from service” " with the Company and its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i) of the Code (including by reason of the Grantee's retirement as described in Section 4(b)(ii), due to the termination of the Grantee's employment under the conditions specified in Section 4(d)(iii) of this Agreement or by reason of Section 5(b)) and the Grantee is a “"specified employee” " as determined pursuant to procedures adopted by the Company in compliance with Section 409A of the Code, then payment for the RSUs shall be made on the earlier of the fifth business first day of the seventh month after the 000-0000-0000/1 date of the Grantee’s “'s "separation from service” " with the Company and its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i) of the Code or the Grantee’s 's death. (d) Except to the extent provided by Section 409A of the Code and permitted by the Committee, no Common Shares Stock may be issued to the Grantee at a time earlier than otherwise expressly provided in this Agreement. (e) The Company’s 's obligations to the Grantee with respect to the RSUs will be satisfied in full upon the issuance of Common Shares Stock corresponding to such RSUs.

Form and Time of Payment of RSUs. (a) Payment for the RSUs, after and to the extent they have become nonforfeitablevested, shall be made in the form of Common Shares. Except as provided in Section 5(b) or 5(c), payment shall be made as soon as administratively practicable within 10 days following (but no later than thirty (30) days following) the date that the RSUs become nonforfeitable vested pursuant to Section 1 or Section 4 hereof. (b) If the RSUs become nonforfeitable (i) vested by reason of Holder’s employment with the Company or any Subsidiary being terminated by the Company or such Subsidiary without Cause, by the Holder for Good Reason, or due to an Absence on Leave Termination, within two years following the occurrence of a Change in Control as described in Section 4(c4(d), and if either the Change in Control does not constitute a “change in control” for purposes of Section 409A(a)(2)(A)(v) of the Code, Code or (ii) by reason of a Holder’s termination of the Grantee’s employment, and if such termination employment does not constitute a “separation from service” for purposes of (determined in accordance with Section 409A(a)(2)(A)(i) of the Code), then payment for the RSUs will shall be made upon the earliest of (A) the GranteeHolder’s “separation from service” with the Company and its Subsidiaries (determined in accordance with Section 409A(a)(2)(A)(i) of the Code), (B) the date the RSUs would have become nonforfeitable under Section 4(a) had the Grantee remained in continuous employment, (C) the Grantee’s death, (D) within two years following the occurrence of a Change in Control that constitutes a “change in control” for purposes of Section 409A(a)(2)(A)(v) of the Code, (B) the date the RSUs would have become nonforfeitable under Section 1 had the Holder remained in continuous employment, (C) the Holder’s death, or (ED) the GranteeHolder’s becoming Disabled. (c) If the RSUs become payable on the GranteeHolder’s “separation from service” with the Company and its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i) of the Code and the Grantee Holder is a “specified employee” as determined pursuant to procedures adopted by the Company in compliance with Section 409A of the Code, then payment for the RSUs shall be made on the earlier of the fifth tenth business day of the seventh month after the date of the GranteeHolder’s “separation from service” with the Company and its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i) of the Code or the GranteeHolder’s death. (d) Except to the extent provided by Section 409A of the Code and permitted by the Committee, no Common Shares may be issued to the Grantee Holder at a time earlier than otherwise expressly provided in this Agreement. (e) The Company’s obligations to the Grantee Holder with respect to the RSUs will be satisfied in full upon the issuance of Common Shares corresponding to such RSUs.

Form and Time of Payment of RSUs. (a) [Payment for the RSUs, after and to the extent they have become nonforfeitablenonforfeitable (“Vested RSUs”), shall be made in the form of Common SharesStock. Except as provided in Section 5(b) or 5(c), payment shall be made as soon as administratively practicable following (but no later than thirty (30) days following) To the date that extent the RSUs become nonforfeitable pursuant to Section 4 hereof. (b) If are Vested RSUs on the RSUs become nonforfeitable dates set forth in clauses (i) by reason of the occurrence of a Change in Control as described in Section 4(c), and if the Change in Control does not constitute a “change in control” for purposes of Section 409A(a)(2)(A)(v) of the Code, or (ii) by reason of a termination below and to the extent such Vested RSUs have not previously been settled, the Vested RSUs will become payable upon the earlier to occur of the Grantee’s employment, and if such termination does not constitute a “separation from service” for purposes of Section 409A(a)(2)(A)(ifollowing: (i) of the Code, then payment for the RSUs will be made upon the earliest of (A) the The Grantee’s “separation from service” with the Company and its Subsidiaries (determined in accordance with within the meaning of Section 409A(a)(2)(A)(i) of the Code), ; or (Bii) the date the RSUs would have become nonforfeitable under Section 4(a) had the Grantee remained in continuous employment, (C) the Grantee’s death, (D) the The occurrence of a Change in Control, so long as such Change in Control that constitutes qualifies as a “change in controlcontrol event” for purposes within the meaning of Section 409A(a)(2)(A)(v) of the CodeCode and occurs on or following the applicable Vesting Date relating to such RSUs. Subject to Section 5(b) below, the date of settlement of the Vested RSUs that become payable pursuant to this Section 5(a) shall be (A) as soon as administratively practicable following (but no later than 30 days following) the date of the Grantee’s separation from service if the Vested RSUs become payable pursuant to clause (i) above, or (EB) the Grantee’s becoming Disableddate of the occurrence of the Change in Control, if the Vested RSUs become payable pursuant to clause (ii) above. (cb) If the RSUs become payable on the Grantee’s “separation from service” with the Company and its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i) of the Code and the Grantee is a “specified employee” as determined pursuant to procedures adopted by the Company in compliance with Section 409A of the Code, then then, to the extent necessary to comply with Section 409A of the Code, payment for the RSUs shall be made on the earlier of first payroll date that occurs on or after the fifth business date six months and one day of the seventh month after following the date of the Grantee’s “separation from service.” with Notwithstanding the Company and its Subsidiaries within foregoing, if the meaning of Section 409A(a)(2)(A)(i) Grantee dies following the Grantee’s “separation from service,” but before the six-month anniversary of the Code or “separation from service,” then any payment delayed in accordance with this Section 5(b) will be payable as soon as administratively practicable after the date of the Grantee’s death. ] [(da) Except Payment for the RSUs, after and to the extent provided they have become nonforfeitable, shall be made in the form of Common Stock. Payment shall be made as soon as administratively practicable following the date that the RSUs become nonforfeitable pursuant to Section 4 hereof (but, unless the Grantee enters into a deferral arrangement in accordance with procedures established by the Company, in no event later than required to satisfy the short-term deferral exemption under Section 409A of the Code and permitted by the Committee, no Common Shares may be issued to the Grantee at a time earlier than otherwise expressly provided in this AgreementCode). ] [(e) b)][(c)] The Company’s obligations to the Grantee with respect to the RSUs will be satisfied in full upon the issuance or transfer of Common Shares Stock corresponding to such RSUs.

Form and Time of Payment of RSUs. (a) Payment for the RSUs, after and to the extent they have become nonforfeitable, RSUs shall be made in the form of Common SharesStock. Except To the extent the RSUs have not previously been settled, the Company will settle the RSUs as provided in Section 5(bfollows: (i) or 5(c), payment shall be made as As soon as administratively practicable following (but no later than thirty (30) days following) the date that the RSUs become nonforfeitable pursuant to Section 4 hereof. (b) If the RSUs become nonforfeitable (i) by reason of the occurrence of a Change in Control as described in Section 4(c), and if the Change in Control does not constitute a “change in control” for purposes of Section 409A(a)(2)(A)(v) of the Code, or (ii) by reason of a termination of the Grantee’s employment, and if such termination does not constitute a “separation from service” for purposes of Section 409A(a)(2)(A)(i) of the Code, then payment for the RSUs will be made upon the earliest of (A) the Grantee’s “separation from service” with the Company and its Subsidiaries (determined in accordance with within the meaning of Section 409A(a)(2)(A)(i) of the Code), payment of the RSUs shall be made to the Grantee; and (Bii) On the date the RSUs would have become nonforfeitable under Section 4(a) had the Grantee remained in continuous employment, (C) the Grantee’s death, (D) the occurrence of a Change in Control, payment of the RSUs shall be made to the Grantee; provided, however, that if such Change in Control that constitutes would not qualify as a “change in control” for purposes permissible date of distribution under Section 409A(a)(2)(A)(v409A(a)(2)(A) of the CodeCode and the regulations thereunder, or (E) and where Section 409A of the Grantee’s becoming DisabledCode applies to such distribution, the Grantee is entitled to receive the corresponding payment on the date that would have otherwise applied pursuant to this Section 5 as though such Change in Control had not occurred. (cb) If the RSUs become payable on the Grantee’s “separation from service” with the Company and its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i) of the Code and the Grantee is a “specified employee” as determined pursuant to procedures adopted by the Company in compliance with Section 409A of the Code, then then, to the extent necessary to comply with Section 409A of the Code, payment for the RSUs shall be made on the earlier of the fifth business first day of the seventh month after the date of the Grantee’s “separation from service” with the Company and its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i) of the Code or the Grantee’s death. (d) Except to the extent provided by Section 409A of the Code and permitted by the Committee, no Common Shares may be issued to the Grantee at a time earlier than otherwise expressly provided in this Agreement. (ec) The Company’s obligations to the Grantee with respect to the RSUs will be satisfied in full upon the issuance of Common Shares Stock corresponding to such RSUs.

Form and Time of Payment of RSUs. (a) Payment for the RSUs, after and to the extent they have become nonforfeitable, shall be made in the form of shares of Common SharesStock. Except as provided in Section 5(b) or 5(c), payment shall be made as soon as administratively practicable within 10 days following (but no later than thirty (30) days following) the date that the RSUs become nonforfeitable pursuant to Section 4 hereof. (b) If the RSUs become nonforfeitable (i) by reason of the occurrence of a Change in Control as described in Section 4(c4(d), and if the Change in Control does not constitute a “change in control” for purposes of Section 409A(a)(2)(A)(v) of the Code, or (ii) by reason of a termination of the Grantee’s employmentemployment by reason of retirement, and if such termination does not constitute a “separation from service” for purposes of Section 409A(a)(2)(A)(i) of the Code, then payment for the RSUs will be made upon the earliest of (Av) the Grantee’s “separation from service” with the Company and its Subsidiaries (determined in accordance with Section 409A(a)(2)(A)(i) of the Code), (Bw) the date the RSUs would have become nonforfeitable under Section 4(a) had the Grantee remained in continuous employmentVesting Date for such RSUs, (Cx) the Grantee’s death, (Dy) the occurrence of a Change in Control that constitutes a “change in control” for purposes of Section 409A(a)(2)(A)(v) of the Code, or (Ez) the Grantee’s becoming Disabled. (c) If the RSUs become payable on the Grantee’s “separation from service” with the Company and its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i) of the Code (including by reason of the Grantee’s retirement as described in Section 4(b)(ii), due to the termination of the Grantee’s employment under the conditions specified in Section 4(d)(iii) of this Agreement or by reason of Section 5(b)) and the Grantee is a “specified employee” as determined pursuant to procedures adopted by the Company in compliance with Section 409A of the Code, then payment for the RSUs shall be made on the earlier of the fifth business first day of the seventh month after the date of the Grantee’s “separation from service” with the Company and its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i) of the Code or the Grantee’s death. (d) Except to the extent provided by Section 409A of the Code and permitted by the Committee, no Common Shares Stock may be issued to the Grantee at a time earlier than otherwise expressly provided in this Agreement. (e) The Company’s obligations to the Grantee with respect to the RSUs will be satisfied in full upon the issuance of Common Shares Stock corresponding to such RSUs.

Form and Time of Payment of RSUs. (ai) Payment for the RSUs, after and to the extent they have become nonforfeitablenonforfeitable (“Vested RSUs”), shall be made in the form of Common SharesStock. Except To the extent the RSUs are Vested RSUs on the dates set forth below and to the extent such Vested RSUs have not previously been settled, the Company will settle such Vested RSUs as provided in Section 5(bfollows: (A) or 5(c), payment shall be made as As soon as administratively practicable following (but no later than thirty (30) days following) the date that the RSUs become nonforfeitable pursuant to Section 4 hereof. (b) If the RSUs become nonforfeitable (i) by reason of the occurrence of a Change in Control as described in Section 4(c), and if the Change in Control does not constitute a “change in control” for purposes of Section 409A(a)(2)(A)(v) of the Code, or (ii) by reason of a termination of the Grantee’s employment, and if such termination does not constitute a “separation from service” for purposes of Section 409A(a)(2)(A)(i) of the Code, then payment for the RSUs will be made upon the earliest of (A) the Grantee’s “separation from service” with the Company and its Subsidiaries (determined in accordance with within the meaning of Section 409A(a)(2)(A)(i) of the Code), payment of the Vested RSUs shall be made to the Grantee; and (B) On the date the RSUs would have become nonforfeitable under Section 4(a) had the Grantee remained in continuous employment, (C) the Grantee’s death, (D) the occurrence of a Change in of Control, payment of the Vested RSUs shall be made to the Grantee; provided, however, that if such Change of Control that constitutes would not qualify as a “change in control” for purposes permissible date of distribution under Section 409A(a)(2)(A)(v409A(a)(2)(A) of the CodeCode and the regulations thereunder, or (Eand where Section 409A of the Code applies to such distribution, the Grantee is entitled to receive the corresponding payment on the date that would have otherwise applied pursuant to this Section 2(d) the Grantee’s becoming Disabledas though such Change of Control had not occurred. (cii) If the RSUs become payable on the Grantee’s “separation from service” with the Company and its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i) of the Code and the Grantee is a “specified employee” as determined pursuant to procedures adopted by the Company in compliance with Section 409A of the Code, then then, to the extent necessary to comply with Section 409A of the Code, payment for the RSUs shall be made on the earlier of first payroll date that occurs on or after the fifth business date six (6) months and one (1) day of the seventh month after following the date of the Grantee’s “separation from service.” with Notwithstanding the Company and its Subsidiaries within foregoing, if the meaning of Section 409A(a)(2)(A)(iGrantee dies following the Grantee’s “separation from service,” but before the six (6) month anniversary of the Code or “separation from service,” then any payment delayed in accordance with this Section 2(d)(ii) will be payable as soon as administratively practicable after the date of the Grantee’s death. (d) Except to the extent provided by Section 409A of the Code and permitted by the Committee, no Common Shares may be issued to the Grantee at a time earlier than otherwise expressly provided in this Agreement. (eiii) The Company’s obligations to the Grantee with respect to the RSUs will be satisfied in full upon the issuance of Common Shares Stock corresponding to such RSUs.

Form and Time of Payment of RSUs. (a) Payment for the RSUs, after and to the extent they have become nonforfeitablenonforfeitable (“Vested RSUs”), shall be made in the form of Common SharesStock. Except To the extent the RSUs are Vested RSUs on the dates set forth below and to the extent such Vested RSUs have not previously been settled, the Company will settle such Vested RSUs as provided in Section 5(bfollows: (i) or 5(c), payment shall be made as As soon as administratively practicable following (but no later than thirty (30) days following) the date that the RSUs become nonforfeitable pursuant to Section 4 hereof. (b) If the RSUs become nonforfeitable (i) by reason of the occurrence of a Change in Control as described in Section 4(c), and if the Change in Control does not constitute a “change in control” for purposes of Section 409A(a)(2)(A)(v) of the Code, or (ii) by reason of a termination of the Grantee’s employment, and if such termination does not constitute a “separation from service” for purposes of Section 409A(a)(2)(A)(i) of the Code, then payment for the RSUs will be made upon the earliest of (A) the Grantee’s “separation from service” with the Company and its Subsidiaries (determined in accordance with within the meaning of Section 409A(a)(2)(A)(i) of the Code), payment of the Vested RSUs shall be made to the Grantee; and (Bii) On the date the RSUs would have become nonforfeitable under Section 4(a) had the Grantee remained in continuous employment, (C) the Grantee’s death, (D) the occurrence of a Change in Control, payment of the Vested RSUs shall be made to the Grantee; provided, however, that if such Change in Control that constitutes would not qualify as a “change in control” for purposes permissible date of distribution under Section 409A(a)(2)(A)(v409A(a)(2)(A) of the CodeCode and the regulations thereunder, or (E) and where Section 409A of the Grantee’s becoming DisabledCode applies to such distribution, the Participant is entitled to receive the corresponding payment on the date that would have otherwise applied pursuant to this Section 5 as though such Change in Control had not occurred. (cb) If the RSUs become payable on the Grantee’s “separation from service” with the Company and its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i) of the Code and the Grantee is a “specified employee” as determined pursuant to procedures adopted by the Company in compliance with Section 409A of the Code, then then, to the extent necessary to comply with Section 409A of the Code, payment for the RSUs shall be made on the earlier of the fifth business first day of the seventh month after the date of the Grantee’s “separation from service” with the Company and its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i) of the Code or the Grantee’s death. (d) Except to the extent provided by Section 409A of the Code and permitted by the Committee, no Common Shares may be issued to the Grantee at a time earlier than otherwise expressly provided in this Agreement. (ec) The Company’s obligations to the Grantee with respect to the RSUs will be satisfied in full upon the issuance of Common Shares Stock corresponding to such RSUs.