Common use of Form and Time of Payment Clause in Contracts

Form and Time of Payment. Confirmed Performance Share Units shall be payable on the applicable payment date (each, a “Payment Date”) as provided in this Section 4: • The Payment Date for Confirmed Performance Share Units vesting pursuant to Section 2(a) shall be a date selected by the Company that is no later than 60 days after January 1, 2017. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock on the last business day of 2016, times (ii) the number of Confirmed Performance Share Units then vesting. • The Payment Date for Confirmed Performance Share Units vesting pursuant to Section 2(b) shall be a date selected by the Company that is no later than 60 days after January 1, 2018. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock on the last business day of 2017, times (ii) the number of Confirmed Performance Share Units then vesting. • The Payment Date for Confirmed Performance Share Units vesting pursuant to Section 2(c) shall be the closing date of the Qualifying Change of Control. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock on the business day immediately preceding the closing date of the Qualifying Change of Control, times (ii) the number of Confirmed Performance Share Units then vesting. • The Payment Date for Confirmed Performance Share Units vesting pursuant to Sections 2(d) and 2(e) shall be a date selected by the Company that is: (i) if a Qualifying Termination under the circumstances described in clause (i) of Section 3(a) above, no later than 60 days after such Qualifying Termination, or (ii) if a qualifying resignation under the circumstances described in clause (ii) of Section 3(a) above, no later than 60 days after such qualifying resignation, or (iii) if a Qualifying Termination under the circumstances described in Section 3(b) above, no later than 30 days after the release of claims becomes effective. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock as of the last business day of the month preceding the date of the applicable employment termination, times (ii) the number of Confirmed Performance Share Units then vesting. Notwithstanding the foregoing, the Committee may determine, in its discretion and for any reason, that Confirmed Performance Share Units will be paid in whole or in part in shares of Common Stock. If Grantee receives payment in the form of Common Stock, such awards shall be paid on the Payment Date, in whole or in part, in shares of Common Stock, equal to one share of Common Stock times the number of Confirmed Performance Share Units then vesting (or portion thereof determined by the Committee).

Form and Time of Payment. Confirmed Performance Share The Restricted Stock Units shall be payable on the applicable payment date (each, a “Payment Date”) as provided in this Section 4: • The Payment Date for Confirmed Performance Share Restricted Stock Units vesting pursuant to Section 2(a) shall be a date selected by the Company that is no later than 60 five business days after January 1, 2017the third anniversary of the Grant Date. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock on as of the last business day immediately preceding the third anniversary of 2016the Grant Date, times (ii) the number of Confirmed Performance Share Restricted Stock Units then vesting. • The Payment Date for Confirmed Performance Share Restricted Stock Units vesting pursuant to Section 2(b) shall be a date selected by the Company that is no later than 60 days after January 1, 2018. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock on the last business day of 2017, times (ii) the number of Confirmed Performance Share Units then vesting. • The Payment Date for Confirmed Performance Share Units vesting pursuant to Section 2(c) shall be the closing date of the Qualifying Change of Control. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock on as of the business day immediately preceding the closing date of the Qualifying Change of Control, times (ii) the number of Confirmed Performance Share Restricted Stock Units then vesting. • The Payment Date for Confirmed Performance Share Restricted Stock Units vesting pursuant to Sections 2(d2(c) and 2(e2(d) shall be a date selected by the Company that is: (i) if a Qualifying Termination under the circumstances described in clause (i) of Section 3(a) above, no later than 60 five business days after such Qualifying TerminationTermination (or no later than five business days after any release of claims required under Section 3(a) becomes effective), or (ii) if a qualifying resignation under the circumstances described in clause (ii) of Section 3(a) above, as soon as reasonably practicable after such qualifying resignation (or no later than 60 five business days after such qualifying resignationany release of claims required under Section 3(a) becomes effective), or (iii) if a Qualifying Termination under the circumstances described in Section 3(b) above, no later than 30 five business days after the release of claims becomes effective. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock as of the last business day of the month preceding the date of the applicable employment termination, times (ii) the number of Confirmed Performance Share Restricted Stock Units then vesting. Notwithstanding the foregoing, the Committee may determine, in its discretion and for any reason, that Confirmed Performance Share the Restricted Stock Units will be paid in whole or in part in shares of Common Stock. If Grantee receives payment in the form of Common Stock, such awards shall be paid on the Payment Date, in whole or in part, in shares of Common Stock, equal to one share of Common Stock times the number of Confirmed Performance Share Restricted Stock Units then vesting (or portion thereof determined by the Committee). Except as provided in Section 3(a), if Grantee’s position within the Company or an Affiliate changes to a position which is not eligible for long-term incentive awards, as determined by the Company’s Chief Human Resources Officer (or if Grantee is an executive officer of the Company, as determined by the Committee), all unvested Restricted Stock Units will immediately be forfeited without further consideration or any act or action by Grantee.

Form and Time of Payment. Confirmed Performance Share Units shall be payable on the applicable payment date (each, a “Payment Date”) as provided in this Section 4: • The Payment Date for Confirmed Performance Share Units vesting pursuant to Section 2(a) shall be a date selected by the Company that is no later than 60 days after January 1, 2017. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock on the last business day of 2016, times (ii) the number of Confirmed Performance Share Units then vesting. • The Payment Date for Confirmed Performance Share Units vesting pursuant to Section 2(b) shall be a date selected by the Company that is no later than 60 days after January 1, 2018. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock on the last business day of 2017, times (ii) the number of Confirmed Performance Share Units then vesting. • The Payment Date for Confirmed Performance Share Units vesting pursuant to Section 2(b) shall be a date selected by the Company that is no later than 60 days after January 1, 2019. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock on the last business day of 2018, times (ii) the number of Confirmed Performance Share Units then vesting. • The Payment Date for Confirmed Performance Share Units vesting pursuant to Section 2(c) shall be the closing date of the Qualifying Change of Control. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock on the business day immediately preceding the closing date of the Qualifying Change of Control, times (ii) the number of Confirmed Performance Share Units then vesting. • The Payment Date for Confirmed Performance Share Units vesting pursuant to Sections 2(d) and 2(e) shall be a date selected by the Company that is: (i) if a Qualifying Termination under the circumstances described in clause (i) of Section 3(a) above, no later than 60 days after such Qualifying TerminationTermination (provided that any release of claims required under Section 3(a) has become effective), or (ii) if a qualifying resignation under the circumstances described in clause (ii) of Section 3(a) above, no later than 60 days after such qualifying resignationresignation (provided that any release of claims required under Section 3(a) has become effective), or (iii) if a Qualifying Termination under the circumstances described in Section 3(b) above, no later than 30 days after the release of claims becomes effective. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock as of the last business day of the month preceding the date of the applicable employment termination, times (ii) the number of Confirmed Performance Share Units then vesting. • Such other date as may be otherwise provided under any written employment-related agreement with Grantee (including any confidentiality, non-solicitation, non-competition, change of control or similar agreement). Notwithstanding the foregoing, the Committee may determine, in its discretion and for any reason, that Confirmed Performance Share Units will be paid in whole or in part in shares of Common Stock. If Grantee receives payment in the form of Common Stock, such awards shall be paid on the Payment Date, in whole or in part, in shares of Common Stock, equal to one share of Common Stock times the number of Confirmed Performance Share Units then vesting (or portion thereof determined by the Committee).

Form and Time of Payment. Confirmed Performance Share The Restricted Stock Units shall be payable on the applicable payment date (each, a “Payment Date”) as provided in this Section 4: • The Payment Date for Confirmed Performance Share Restricted Stock Units vesting pursuant to Section 2(a) shall be a date selected by the Company that is no later than 60 five business days after January 1, 2017the third anniversary of the Grant Date. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock on as of the last business day immediately preceding the third anniversary of 2016the Grant Date, times (ii) the number of Confirmed Performance Share Restricted Stock Units then vesting. • The Payment Date for Confirmed Performance Share Restricted Stock Units vesting pursuant to Section 2(b) shall be a date selected by the Company that is no later than 60 days after January 1, 2018. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock on the last business day of 2017, times (ii) the number of Confirmed Performance Share Units then vesting. • The Payment Date for Confirmed Performance Share Units vesting pursuant to Section 2(c) shall be the closing date of the Qualifying Change of Control. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock on as of the business day immediately preceding the closing date of the Qualifying Change of Control, times (ii) the number of Confirmed Performance Share Restricted Stock Units then vesting. • The Payment Date for Confirmed Performance Share Restricted Stock Units vesting pursuant to Sections 2(d2(c) and 2(e2(d) shall be a date selected by the Company that is: is no later than sixty (i60) if a Qualifying Termination days after the termination of Grantee’s employment, provided that any release of claims required under the circumstances described in clause (i) of Section 3(a) above, no later than 60 days after such Qualifying Termination, or (ii) if a qualifying resignation under the circumstances described in clause (ii) of Section 3(a) above, no later than 60 days after such qualifying resignation, or (iii) if a Qualifying Termination under the circumstances described in Section 3(b) above, no later than 30 days after the release of claims becomes has become effective. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock as of the last business day of the month preceding the date of the applicable employment termination, times (ii) the number of Confirmed Performance Share Restricted Stock Units then vesting. • Such other date as may be otherwise provided under any written employment – related agreement with Grantee (including any confidentiality, non-solicitation, non-competition, change of control or similar agreement). Notwithstanding the foregoing, the Committee may determine, in its discretion and for any reason, that Confirmed Performance Share the Restricted Stock Units will be paid in whole or in part in shares of Common Stock. If Grantee receives payment in the form of Common Stock, such awards shall be paid on the Payment Date, in whole or in part, in shares of Common Stock, equal to one share of Common Stock times the number of Confirmed Performance Share Restricted Stock Units then vesting (or portion thereof determined by the Committee).

Form and Time of Payment. Confirmed Performance Share The Restricted Stock Units shall be payable on the applicable payment date (each, a “Payment Date”) as provided in this Section 4: • : (a) The Payment Date Dates for Confirmed Performance Share Restricted Stock Units vesting pursuant to Section 2(a) shall be a date dates selected by the Company that is are no later than 60 five business days after January 1the first anniversary of the Grant Date and the second anniversary of the Grant Date, 2017respectively. Except as set forth below, such awards shall be paid on the applicable Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock on as of the last business day immediately preceding the first anniversary of 2016the Grant Date or the second anniversary of the Grant Date, as applicable, times (ii) the number of Confirmed Performance Share Restricted Stock Units then vesting. • . (b) The Payment Date for Confirmed Performance Share Restricted Stock Units vesting pursuant to Section 2(b) shall be a date selected by the Company that is no later than 60 days after January 1, 2018. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock on the last business day of 2017, times (ii) the number of Confirmed Performance Share Units then vesting. • The Payment Date for Confirmed Performance Share Units vesting pursuant to Section 2(c) shall be the closing date of the Qualifying Change of Control. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock on as of the business day immediately preceding the closing date of the Qualifying Change of Control, times (ii) the number of Confirmed Performance Share Restricted Stock Units then vesting. • . (c) The Payment Date for Confirmed Performance Share Restricted Stock Units vesting pursuant to Sections 2(d) and 2(eSection 2(c) shall be a date selected by the Company that is: (i) if a Qualifying Termination under the circumstances described in clause (i) of Section 3(a) above, is no later than 60 days after such Qualifying Termination, or sixty (ii60) if a qualifying resignation under the circumstances described in clause (ii) of Section 3(a) above, no later than 60 days after such qualifying resignation, or (iii) if a Qualifying Termination under the circumstances described in Section 3(b) above, no later than 30 days after the termination of Grantee’s employment, provided that any release of claims becomes required under Section 3 has become effective. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock as of the last business day of the month preceding the date of the applicable employment termination, times (ii) the number of Confirmed Performance Share Restricted Stock Units then vesting. Notwithstanding the foregoing, the Committee may determine, in its discretion and for any reason, that Confirmed Performance Share the Restricted Stock Units will be paid in whole or in part in shares of Common Stock. If Grantee receives payment in the form of Common Stock, such awards shall be paid on the Payment Date, in whole or in part, in shares of Common Stock, equal to one share of Common Stock times the number of Confirmed Performance Share Restricted Stock Units then vesting (or portion thereof determined by the Committee).

Form and Time of Payment. Confirmed Performance Share Units shall be payable on the applicable payment date (each, a “Payment Date”) as provided in this Section 4: • The Payment Date for Confirmed Performance Share Units vesting pursuant to Section 2(a) shall be a date selected by the Company that is no later than 60 sixty (60) days after January 1, 20172019. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock on the last business day of 20162018, times (ii) the number of Confirmed Performance Share Units then vesting. • The Payment Date for Confirmed Performance Share Units vesting pursuant to Section 2(b) shall be a date selected by the Company that is no later than 60 sixty (60) days after January 1, 20182020. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock on the last business day of 20172019, times (ii) the number of Confirmed Performance Share Units then vesting. • The Payment Date for Confirmed Performance Share Units vesting pursuant to Section 2(c) shall be the closing date of the Qualifying Change of Control. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock on the business day immediately preceding the closing date of the Qualifying Change of Control, times (ii) the number of Confirmed Performance Share Units then vesting. • The Payment Date for Confirmed Performance Share Units vesting pursuant to Sections 2(d) and 2(e) shall be a date selected by the Company that is: is no later than sixty (i60) if a Qualifying Termination days after the termination of Grantee’s employment, provided that any release of claims required under the circumstances described in clause (i) of Section 3(a) above, no later than 60 days after such Qualifying Termination, or (ii) if a qualifying resignation under the circumstances described in clause (ii) of Section 3(a) above, no later than 60 days after such qualifying resignation, or (iii) if a Qualifying Termination under the circumstances described in Section 3(b) above, no later than 30 days after the release of claims becomes has become effective. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock as of the last business day of the month preceding the date of the applicable employment termination, times (ii) the number of Confirmed Performance Share Units then vesting. • Such other date as may be otherwise provided under any written employment-related agreement with Grantee (including any confidentiality, non-solicitation, non-competition, change of control or similar agreement). Notwithstanding the foregoing, the Committee may determine, in its discretion and for any reason, that Confirmed Performance Share Units will be paid in whole or in part in shares of Common Stock. If Grantee receives payment in the form of Common Stock, such awards shall be paid on the Payment Date, in whole or in part, in shares of Common Stock, equal to one share of Common Stock times the number of Confirmed Performance Share Units then vesting (or portion thereof determined by the Committee).

Form and Time of Payment. Confirmed Performance Share Units Awards shall be payable on the applicable payment date (each, a “Payment Date”) as provided in this Section 43: • · The Payment Date for Confirmed Performance Share Units Awards vesting pursuant to Section 2(a) shall be a date selected by the Company that is no later than 60 90 days after January 1, 2017the second anniversary of the Grant Date. Except as set forth below, such Such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock on as of the last business day of 20162012, times (ii) the number of Confirmed Performance Share Units Awards then vesting. • · The Payment Date for Confirmed Performance Share Units Awards vesting pursuant to Section 2(b) shall be a date selected by the Company that is no later than 60 90 days after January 1, 2018the third anniversary of the Grant Date. Except as set forth below, such Such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock on as of the last business day of 20172013, times (ii) the number of Confirmed Performance Share Units Awards then vesting. • · The Payment Date for Confirmed Performance Share Units Awards vesting pursuant to Section 2(c) shall be a date selected by the closing Company that is no later than 60 days after the date of the Qualifying Change of Control. Except as set forth below, such Such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock on as of the business day immediately preceding the closing date of the Qualifying Change of Control, times (ii) the number of Confirmed Performance Share Units Awards then vesting. • · The Payment Date for Confirmed Performance Share Units Awards vesting pursuant to Sections Section 2(d) and 2(e) shall be a date selected by the Company that is: (i) if a Qualifying Termination under the circumstances described in clause (i) of Section 3(a) above, is no later than 60 days after such Qualifying Termination, or (ii) if a Xxxxxxx’s qualifying resignation under the circumstances described in clause (ii) termination of Section 3(a) above, no later than 60 days after such qualifying resignation, or (iii) if a Qualifying Termination under the circumstances described in Section 3(b) above, no later than 30 days after the release of claims becomes effectiveemployment. Except as set forth below, such Such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock as of the last business day of the month preceding the date of the applicable employment termination, times (ii) the number of Confirmed Performance Share Units Awards then vesting. Notwithstanding the foregoing, the Committee may determine, in its discretion and for any reason, that Confirmed Performance Share Units will be paid in whole or in part in shares of Common Stock. If Grantee receives payment in the form of Common Stock, such awards shall be paid on the Payment Date, in whole or in part, in shares of Common Stock, equal to one share of Common Stock times the number of Confirmed Performance Share Units then vesting (or portion thereof determined by the Committee).

Form and Time of Payment. Confirmed Performance Share The Restricted Stock Units shall be payable (i) on the applicable payment date (each, a “Payment Date”) as provided in this Section 4: • , and (ii) paid in a number of shares of Common Stock equal to one share of Common Stock times the number of Restricted Stock Units then vesting. The value of shares of Common Stock shall not bear any interest owing to the passage of time. Neither this Section 4 nor any action taken pursuant to or in accordance with this Agreement shall be construed to create a trust or a funded or secured obligation of any kind. (a) The Payment Date for Confirmed Performance Share Restricted Stock Units vesting pursuant to Section 2(a) shall be a date selected by the Company that is no later than 60 thirty (30) calendar days after January 1, 2017. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to applicable Vesting Date. (ib) the Fair Market Value per share of the Company’s Common Stock on the last business day of 2016, times (ii) the number of Confirmed Performance Share Units then vesting. • The Payment Date for Confirmed Performance Share Restricted Stock Units vesting pursuant to Section 2(b) shall be the closing date of the Qualifying Change of Control. (c) The Payment Date for Restricted Stock Units vesting pursuant to Section 3(a) shall be a date selected by the Company that is no later than sixty (60) days after the termination of Participant’s employment, provided that any release of claims required under Section 3(a) has become effective. (d) The Payment Date for Restricted Stock Units vesting pursuant to Section 3(b) shall be a date selected by the Company that is no later than 60 days after January 1, 2018. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock on the last business day of 2017, times (ii) the number of Confirmed Performance Share Units then vesting. • The Payment Date for Confirmed Performance Share Units vesting pursuant to Section 2(c) shall be the closing date of Participant’s death, provided that the Qualifying Change any release of Control. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock on the business day immediately preceding the closing date of the Qualifying Change of Control, times (ii) the number of Confirmed Performance Share Units then vesting. • The Payment Date for Confirmed Performance Share Units vesting pursuant to Sections 2(d) and 2(e) shall be a date selected by the Company that is: (i) if a Qualifying Termination claims required under the circumstances described in clause (i) of Section 3(a) above, no later than 60 days after such Qualifying Termination, or (ii) if a qualifying resignation under the circumstances described in clause (ii) of Section 3(a) above, no later than 60 days after such qualifying resignation, or (iii) if a Qualifying Termination under the circumstances described in Section 3(b) abovehas become effective, no later than 30 days after and provided further, that if such 60-day period begins in once calendar year and ends in the release of claims becomes effective. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock as of the last business day of the month preceding the date of the applicable employment termination, times (ii) the number of Confirmed Performance Share Units then vesting. Notwithstanding the foregoingnext calendar year, the Committee payment shall in all events be made in the second such calendar year. (e) Such other date as may determinebe otherwise provided under any written employment–related agreement with Participant (including any confidentiality, non-solicitation, non-competition, change of control or similar agreement) or, if Participant is an Executive Severance Plan Participant, in its discretion and for any reasonthe Executive Severance Plan, that Confirmed Performance Share Units will be paid in whole or in part in shares of Common Stock. If Grantee receives payment in the form of Common Stock, as provided therein with respect to such awards shall be paid on the Payment Date, in whole or in part, in shares of Common Stock, equal to one share of Common Stock times the number of Confirmed Performance Share Units then vesting (or portion thereof determined by the Committee)Participant.

Form and Time of Payment. Confirmed Performance Share Units shall be payable on the applicable payment date (each, a “Payment Date”) as provided in this Section 4: • : (a) The Payment Date for Confirmed Performance Share Units vesting pursuant to Section 2(a) shall be a date selected by the Company that is the later of (i) no later than 60 sixty (60) days after January 1, 2017the closing of the Transaction and (ii) the one year anniversary of the Grant Date. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (ix) the Fair Market Value per share of the Company’s Company Common Stock on the last business day of 2016immediately preceding the payment date, times (iiy) the number of Confirmed Performance Share Units then vesting. • . (b) The Payment Date for Confirmed Performance Share Units vesting pursuant to Section 2(b) shall be a date selected by the Company that is no later than 60 days after January 1, 2018second anniversary of the Grant Date. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (ix) the Fair Market Value per share of the Company’s Company Common Stock on the last business day immediately preceding the second anniversary of 2017the Grant Date, times (iiy) the number of Confirmed Performance Share Units then vesting. • . (c) The Payment Date for Confirmed Performance Share Units vesting pursuant to Section 2(c) shall be the closing date of the Qualifying Change of Control. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Company Common Stock on the business day immediately preceding the closing date of the Qualifying Change of Control, times (ii) the number of Confirmed Performance Share Units then vesting. • . (d) The Payment Date for Confirmed Performance Share Units vesting pursuant to Sections 2(d) and 2(e) shall be a date selected by the Company that is: (i) if a Qualifying Termination under the circumstances described in clause (i) of Section 3(a) above, is no later than 60 days after such Qualifying Termination, or sixty (ii60) if a qualifying resignation under the circumstances described in clause (ii) of Section 3(a) above, no later than 60 days after such qualifying resignation, or (iii) if a Qualifying Termination under the circumstances described in Section 3(b) above, no later than 30 days after the termination of Grantee’s employment, provided that any release of claims becomes required under Section 3 has become effective. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Company Common Stock as of the last business day of the month preceding the date of the applicable employment termination, times (ii) the number of Confirmed Performance Share Units then vesting. Notwithstanding the foregoing, the Committee may determine, in its discretion and for any reason, that Confirmed Performance Share Units will be paid in whole or in part in shares of Company Common Stock. If Grantee receives payment in the form of Company Common Stock, such awards Confirmed Performance Share Units shall be paid on the Payment Date, in whole or in part, in shares of Company Common Stock, equal to one share of Common Stock times the number of Confirmed Performance Share Units then vesting (or portion thereof determined by the Committee).

Form and Time of Payment. Confirmed Performance Share Units Awards shall be payable on the applicable payment date (each, a “Payment Date”) as provided in this Section 43: • · The Payment Date for Confirmed Performance Share Units Awards vesting pursuant to Section 2(a) shall be a date selected by the Company that is no later than 60 days after January 1, 20172014. Except as set forth below, such Such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share shares of the Company’s Common Stock, equal to one share of Common Stock on the last business day of 2016, times (ii) the number of Confirmed Performance Share Units Awards then vesting. • · The Payment Date for Confirmed Performance Share Units Awards vesting pursuant to Section 2(b) shall be a date selected by the Company that is no later than 60 days after January 1, 20182015. Except as set forth below, such Such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share shares of the Company’s Common Stock on the last business day of 2017, times (ii) the number of Confirmed Performance Share Units then vesting. • The Payment Date for Confirmed Performance Share Units vesting pursuant to Section 2(c) shall be the closing date of the Qualifying Change of Control. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock on the business day immediately preceding the closing date of the Qualifying Change of Control, times (ii) the number of Confirmed Performance Share Units then vesting. • The Payment Date for Confirmed Performance Share Units vesting pursuant to Sections 2(d) and 2(e) shall be a date selected by the Company that is: (i) if a Qualifying Termination under the circumstances described in clause (i) of Section 3(a) above, no later than 60 days after such Qualifying Termination, or (ii) if a qualifying resignation under the circumstances described in clause (ii) of Section 3(a) above, no later than 60 days after such qualifying resignation, or (iii) if a Qualifying Termination under the circumstances described in Section 3(b) above, no later than 30 days after the release of claims becomes effective. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock as of the last business day of the month preceding the date of the applicable employment termination, times (ii) the number of Confirmed Performance Share Units then vesting. Notwithstanding the foregoing, the Committee may determine, in its discretion and for any reason, that Confirmed Performance Share Units will be paid in whole or in part in shares of Common Stock. If Grantee receives payment in the form of Common Stock, such awards shall be paid on the Payment Date, in whole or in part, in shares of Common Stock, equal to one share of Common Stock times the number of Confirmed Performance Share Units Awards then vesting. · The Payment Date for Confirmed Performance Awards vesting (or portion thereof determined pursuant to Section 2(c) shall be a date selected by the Committee)Company that is no later than 60 days after the date of the Change of Control. Such awards shall be paid on the Payment Date in shares of the Company’s Common Stock, equal to one share of Common Stock times the number of Confirmed Performance Awards then vesting. · The Payment Date for Confirmed Performance Awards vesting pursuant to Section 2(d) shall be a date selected by the Company that is no later than 60 days after Xxxxxxx’s qualifying termination of employment. Such awards shall be paid on the Payment Date in shares of the Company’s Common Stock, equal to one share of Common Stock times the number of Confirmed Performance Awards then vesting. Shares of Common Stock paid to Participants under this Agreement will be registered in Grantee’s name on the books of the Company as of the applicable Payment Dates and will be made available to Grantee thereafter, in certificated or uncertificated form, as Grantee shall direct.

Form and Time of Payment. Confirmed Performance Share Units Awards shall be payable on the applicable payment date (each, a “Payment Date”) as provided in this Section 43: • The Payment Date for Confirmed Performance Share Units Awards vesting pursuant to Section 2(a) shall be a date selected by the Company that is no later than 60 days after January 1, 20172015. Except as set forth below, such awards shall be paid on the Payment Date in cashCommon Units, equal to (i) the Fair Market Value per share of the Company’s one Common Stock on the last business day of 2016, Unit times (ii) the number of Confirmed Performance Share Units Awards then vesting. • The Payment Date for Confirmed Performance Share Units Awards vesting pursuant to Section 2(b) shall be a date selected by the Company that is no later than 60 days after January 1, 20182016. Except as set forth below, such awards shall be paid on the Payment Date in cashCommon Units, equal to (i) the Fair Market Value per share of the Company’s one Common Stock on the last business day of 2017, Unit times (ii) the number of Confirmed Performance Share Units Awards then vesting. • The Payment Date for Confirmed Performance Share Units Awards vesting pursuant to an EQT Change of Control as provided under Section 2(c) shall be the closing date of the Qualifying EQT Change of Control. Except as set forth below, such awards shall be paid on the Payment Date in cashCommon Units, equal to (i) the Fair Market Value per share of the Company’s one Common Stock on the business day immediately preceding the closing date of the Qualifying Change of Control, Unit times (ii) the number of Confirmed Performance Share Units Awards then vesting. • The Payment Date for Confirmed Performance Share Units Awards vesting pursuant to Sections Section 2(d) and 2(e) shall be a date selected by the Company that is: (i) if a Qualifying Termination under the circumstances described in clause (i) of Section 3(a) above, is no later than 60 days after such Qualifying Termination, or (ii) if a Xxxxxxx’s qualifying resignation under the circumstances described in clause (ii) termination of Section 3(a) above, no later than 60 days after such qualifying resignation, or (iii) if a Qualifying Termination under the circumstances described in Section 3(b) above, no later than 30 days after the release of claims becomes effectiveemployment. Except as set forth below, such awards shall be paid on the Payment Date in cashCommon Units, equal to (i) the Fair Market Value per share of the Company’s one Common Stock as of the last business day of the month preceding the date of the applicable employment termination, Unit times (ii) the number of Confirmed Performance Share Units Awards then vesting. Notwithstanding the foregoing, in the event of an EQT Change of Control, an EQM Change of Control or a Unit Delisting Event, the EQT Compensation Committee may determineelect to pay the Confirmed Performance Awards on the applicable Payment Date in cash, in its discretion and for any reason, that Confirmed Performance Share Units will be paid in whole or in part in shares of Common Stock. If Grantee receives payment in the form of Common Stock, such awards shall be paid on the Payment Date, in whole or in part, in shares of Common Stock, an amount equal to one share of Common Stock times the number of Confirmed Performance Share Common Units then vesting (or portion thereof determined otherwise payable multiplied by the CommitteeFair Market Value (as defined in the EQM Plan) of the Common Units as of the business day immediately preceding the EQT Change of Control, the EQM Change of Control or the Unit Delisting Event, as the case may be. Common Units distributed to Grantee under this Agreement shall be registered in Grantee’s name on the books of EQM as of the applicable Payment Date(s).

Form and Time of Payment. Confirmed Performance Share Units Awards shall be payable on the applicable payment date (each, a “Payment Date”) as provided in this Section 43: • · The Payment Date for Confirmed Performance Share Units Awards vesting pursuant to Section 2(a) shall be a date selected by the Company that is no later than 60 90 days after January 1, 20172013. Except as set forth below, such Such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share shares of the Company’s Common Stock, equal to one share of Common Stock on the last business day of 2016, times (ii) the number of Confirmed Performance Share Units Awards then vesting. • · The Payment Date for Confirmed Performance Share Units Awards vesting pursuant to Section 2(b) shall be a date selected by the Company that is no later than 60 90 days after January 1, 20182014. Except as set forth below, such Such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share shares of the Company’s Common Stock on the last business day of 2017, times (ii) the number of Confirmed Performance Share Units then vesting. • The Payment Date for Confirmed Performance Share Units vesting pursuant to Section 2(c) shall be the closing date of the Qualifying Change of Control. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock on the business day immediately preceding the closing date of the Qualifying Change of Control, times (ii) the number of Confirmed Performance Share Units then vesting. • The Payment Date for Confirmed Performance Share Units vesting pursuant to Sections 2(d) and 2(e) shall be a date selected by the Company that is: (i) if a Qualifying Termination under the circumstances described in clause (i) of Section 3(a) above, no later than 60 days after such Qualifying Termination, or (ii) if a qualifying resignation under the circumstances described in clause (ii) of Section 3(a) above, no later than 60 days after such qualifying resignation, or (iii) if a Qualifying Termination under the circumstances described in Section 3(b) above, no later than 30 days after the release of claims becomes effective. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock as of the last business day of the month preceding the date of the applicable employment termination, times (ii) the number of Confirmed Performance Share Units then vesting. Notwithstanding the foregoing, the Committee may determine, in its discretion and for any reason, that Confirmed Performance Share Units will be paid in whole or in part in shares of Common Stock. If Grantee receives payment in the form of Common Stock, such awards shall be paid on the Payment Date, in whole or in part, in shares of Common Stock, equal to one share of Common Stock times the number of Confirmed Performance Share Units Awards then vesting. · The Payment Date for Confirmed Performance Awards vesting (or portion thereof determined pursuant to Section 2(c) shall be a date selected by the Committee)Company that is no later than 60 days after the date of the Change of Control. Such awards shall be paid on the Payment Date in shares of the Company’s Common Stock, equal to one share of Common Stock times the number of Confirmed Performance Awards then vesting. · The Payment Date for Confirmed Performance Awards vesting pursuant to Section 2(d) shall be a date selected by the Company that is no later than 60 days after Grantee’s qualifying termination of employment. Such awards shall be paid on the Payment Date in shares of the Company’s Common Stock, equal to one share of Common Stock times the number of Confirmed Performance Awards then vesting. Shares of Common Stock paid to Participants under this Agreement will be registered in Grantee’s name on the books of the Company as of the applicable Payment Dates and will be made available to Grantee thereafter, in certificated or uncertificated form, as Grantee shall direct.

Form and Time of Payment. Confirmed Performance Share Units Awards shall be payable on the applicable payment date (each, a “Payment Date”) as provided in this Section 43: • The Payment Date for Confirmed Performance Share Units Awards vesting pursuant to Section 2(a) shall be a date selected by the Company that is no later than 60 days after January 1, 20172015. Except as set forth below, such Such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock on as of the last business day of 20162014, times (ii) the number of Confirmed Performance Share Units Awards then vesting. • The Payment Date for Confirmed Performance Share Units Awards vesting pursuant to Section 2(b) shall be a date selected by the Company that is no later than 60 days after January 1, 20182016. Except as set forth below, such Such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock on as of the last business day of 20172015, times (ii) the number of Confirmed Performance Share Units Awards then vesting. • The Payment Date for Confirmed Performance Share Units Awards vesting pursuant to Section 2(c) shall be the closing date of the Qualifying Change of Control. Except as set forth below, such Such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock on as of the business day immediately preceding the closing date of the Qualifying Change of Control, times (ii) the number of Confirmed Performance Share Units Awards then vesting. • The Payment Date for Confirmed Performance Share Units Awards vesting pursuant to Sections Section 2(d) and 2(e) shall be a date selected by the Company that is: (i) if a Qualifying Termination under the circumstances described in clause (i) of Section 3(a) above, is no later than 60 days after such Qualifying Termination, or (ii) if a Grantee’s qualifying resignation under the circumstances described in clause (ii) termination of Section 3(a) above, no later than 60 days after such qualifying resignation, or (iii) if a Qualifying Termination under the circumstances described in Section 3(b) above, no later than 30 days after the release of claims becomes effectiveemployment. Except as set forth below, such Such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock as of the last business day of the month preceding the date of the applicable employment termination, times (ii) the number of Confirmed Performance Share Units Awards then vesting. Notwithstanding the foregoing, the Committee may determine, in its discretion and for any reason, that Confirmed Performance Share Units will be paid in whole or in part in shares of Common Stock. If Grantee receives payment in the form of Common Stock, such awards shall be paid on the Payment Date, in whole or in part, in shares of Common Stock, equal to one share of Common Stock times the number of Confirmed Performance Share Units then vesting (or portion thereof determined by the Committee).

Form and Time of Payment. Confirmed Performance Share Units Awards shall be payable on the applicable payment date (each, a “Payment Date”) as provided in this Section 4: • The Payment Date for Confirmed Performance Share Units Awards vesting pursuant to Section 2(a) shall be a date selected by the Company that is no later than 60 days after January 1, 2016. Except as set forth below, such awards shall be paid on the Payment Date in shares of Common Stock, equal to one share of Common Stock times the number of Confirmed Performance Awards then vesting. • The Payment Date for Confirmed Performance Awards vesting pursuant to Section 2(b) shall be a date selected by the Company that is no later than 60 days after January 1, 2017. Except as set forth below, such awards shall be paid on the Payment Date in cashshares of Common Stock, equal to (i) the Fair Market Value per one share of the Company’s Common Stock on the last business day of 2016, times (ii) the number of Confirmed Performance Share Units Awards then vesting. • The Payment Date for Confirmed Performance Share Units vesting pursuant to Section 2(b) shall be a date selected by the Company that is no later than 60 days after January 1, 2018. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock on the last business day of 2017, times (ii) the number of Confirmed Performance Share Units then vesting. • The Payment Date for Confirmed Performance Share Units Awards vesting pursuant to Section 2(c) shall be the closing date of the Qualifying Change of Control. Except as set forth below, such awards shall be paid on the Payment Date in cashshares of Common Stock, equal to (i) the Fair Market Value per one share of the Company’s Common Stock on the business day immediately preceding the closing date of the Qualifying Change of Control, times (ii) the number of Confirmed Performance Share Units Awards then vesting. • The Payment Date for Confirmed Performance Share Units Awards vesting pursuant to Sections 2(d) and 2(e) shall be a date selected by the Company that is: (i) if a Qualifying Termination under the circumstances described in clause (i) of Section 3(a) above or the circumstances described in Section 3(b) above, no later than 60 days after such Qualifying Termination, or (ii) if a qualifying resignation under the circumstances described in clause (ii) of Section 3(a) above, no later than 60 days as soon as reasonably practicable after such qualifying resignation, or (iii) if a Qualifying Termination under the circumstances described in Section 3(b) above, no later than 30 days after the release of claims becomes effective. Except as set forth below, such awards shall be paid on the Payment Date in cashshares of Common Stock, equal to (i) the Fair Market Value per one share of the Company’s Common Stock as of the last business day of the month preceding the date of the applicable employment termination, times (ii) the number of Confirmed Performance Share Units Awards then vesting. Notwithstanding the foregoing, the Committee may determine, in its discretion and for any reason, that Confirmed Performance Share Units Awards will be paid in whole or in part in shares of Common Stock. If Grantee receives payment in the form of Common Stock, such awards shall be paid on the Payment Date, in whole or in part, in shares of Common Stock, equal to one share of Common Stock times the number of Confirmed Performance Share Units then vesting (or portion thereof determined by the Committee)cash.