Common use of Form and Timing of Payment Clause in Contracts

Form and Timing of Payment. (a) The Company shall pay within 60 days following each Vesting Date set forth in section 2(a) above, a number of Common Shares equal to the aggregate number of vested Units credited to the Employee as of such Vesting Date; provided, however, that payment of any Units that vest pursuant to Section 2(d) may occur within up to 74 days following the applicable Vesting Date in connection with the Employee’s execution and non-revocation of a separation agreement and/or a release of all claims. Further, in the event that a Vesting Date falls within the period the Employee has to provide a separation agreement and/or a release of all claims pursuant to Section 2(d) and such period spans two calendar years, any payment of the vested Units will be made in the second calendar year. (b) In the event of vesting under section 2(b) above due to an Employee’s death, payment shall be made within 90 days following death, or where additional time is needed for administrative reasons, at such later time as is permitted under Section 409A (as defined in section 12 below). (c) In the event of vesting under section 2(c) above due to Termination of Employment in connection with a Change in Control, payment shall be made as follows: (i) in the event of Termination of Employment prior to the Change in Control, within 90 days following the Change in Control; or (ii) in the event of Termination of Employment after the Change in Control, on the first business day which is at least seven months following the Termination of Employment or at such later date permitted under Section 409A. (d) Notwithstanding section 6(a) above, the Company may, in its sole discretion, settle the Units in the form of a cash payment (i) to the extent settlement in Common Shares is prohibited under local law, or would require the Employee, the Company and/or the Employer to obtain the approval of any governmental and/or regulatory body in the Employee’s country of residence (or country of employment, if different) or (ii) in the event that the net number of Common Shares issuable on a Vesting Date is less than one whole Common Share. Alternatively, the Company may, in its sole discretion, settle the Units in the form of Common Shares but require the Employee to immediately sell such Common Shares (in which case, this Agreement shall give the Company the authority to issue sales instructions on behalf of the Employee).

Form and Timing of Payment. Subject to the conditions hereinafter set forth and except as otherwise provided by this Section 5, upon the vesting of the Units, or as soon as practicable following vesting, but in no event later than sixty (a60) The days after the Vesting Date of such Units, the Company shall pay within 60 days following each Vesting Date set forth in section 2(a) above, a convert the Vested Units into the number of Common whole Shares equal to the aggregate number of vested Units credited Vested Units, and shall deliver such Shares to the Employee as Grantee or the Grantee’s personal representative. Shares shall only be delivered under this Section 5 if the Grantee or the Grantee’s personal representative has made appropriate arrangements with the Company in accordance with Section 27 of such Vesting Date; providedthe Plan for applicable taxes which are required to be withheld under federal, howeverstate or local law or the tax withholding requirement has otherwise been satisfied. Notwithstanding the foregoing, that payment of to the extent (i) any Units that vest pursuant Shares to Section 2(d) may occur within up to 74 days following which the applicable Vesting Date Grantee becomes entitled under this Agreement, or any agreement or plan referenced herein, in connection with the EmployeeGrantee’s execution and non-revocation termination of a separation agreement and/or a release of all claims. Furtheremployment with the Company (including, in the event that a Vesting Date falls within the period the Employee has to provide a separation agreement and/or a release of all claims pursuant without limitation, Retirement) constitutes deferred compensation subject to Section 2(d) and such period spans two calendar years, any payment 409A of the vested Units will Code; (ii) the Grantee is deemed at the time of the Grantee’s separation from service to be made in the second calendar year. (b) In the event of vesting under section 2(b) above due to an Employee’s death, payment shall be made within 90 days following death, or where additional time is needed for administrative reasons, at such later time as is permitted a “specified employee” under Section 409A of the Code; and (iii) at the time of the Grantee’s separation from service the Company is publicly traded (as defined in section 12 belowSection 409A of the Code). , then such Shares (cother than any delivery of Shares permitted by Section 409A of the Code to be paid or delivered within six months of the Grantee’s separation from service) In the event of vesting under section 2(c) above due to Termination of Employment in connection with a Change in Control, payment shall not be made as follows: until the earlier of (ix) the first day of the seventh month following the Grantee’s separation from service or (y) the date of the Grantee’s death following such separation from service. Upon the expiration of the applicable deferral period, any Shares which would have otherwise been made during that period (whether in a single sum or in installments) in the event absence of Termination of Employment prior this Section 5 shall be delivered to the Change Grantee’s or the Grantee’s beneficiary in Control, within 90 days following the Change in Control; or (ii) in the event of Termination of Employment after the Change in Control, on the first business day which is at least seven months following the Termination of Employment or at such later date permitted under Section 409A. (d) Notwithstanding section 6(a) above, the Company may, in its sole discretion, settle the Units in the form of a cash payment (i) to the extent settlement in Common Shares is prohibited under local law, or would require the Employee, the Company and/or the Employer to obtain the approval of any governmental and/or regulatory body in the Employee’s country of residence (or country of employment, if different) or (ii) in the event that the net number of Common Shares issuable on a Vesting Date is less than one whole Common Share. Alternatively, the Company may, in its sole discretion, settle the Units in the form of Common Shares but require the Employee to immediately sell such Common Shares (in which case, this Agreement shall give the Company the authority to issue sales instructions on behalf of the Employee)lump sum.

Form and Timing of Payment. (a) The Company shall pay within 60 days following each the Vesting Date set forth in section 2(a) above, a number of Common Shares equal to the aggregate number of vested Units credited to the Employee as of such Vesting Datevesting; provided, however, that payment of any Units that vest pursuant to Section 2(d) may occur within up to 74 days following the applicable Vesting Date in connection with the Employee’s execution and non-revocation of a separation agreement and/or a release of all claims. Further, in the event that a the Vesting Date falls within the period the Employee has to provide a separation agreement and/or a release of all claims pursuant to Section 2(d) and such period spans two calendar years, any payment of the vested Units will be made in the second calendar year. (b) In the event of vesting under section 2(b) above due to an Employee’s death, payment shall be made within 90 days following death, or where additional time is needed for administrative reasons, at such later time as is permitted under Section 409A (as defined in Code section 12 below).409A. (c) In the event of vesting under section 2(c) above due to Termination of Employment in connection with a Change in Control, payment shall be made as follows: (i) in the event of Termination of Employment prior to the Change in Control, within 90 days following the Change in Control; or (ii) in the event of Termination of Employment after the Change in Control, on the first business day which is at least seven months following the Termination of Employment or at such later date permitted under Section Code section 409A. (d) Notwithstanding section 6(a) above, the Company may, in its sole discretion, settle the Units in the form of a cash payment (i) to the extent settlement in Common Shares is prohibited under local law, or would require the Employee, the Company and/or the Employer to obtain the approval of any governmental and/or regulatory body in the Employee’s country of residence (or country of employment, if different) or (ii) in the event that the net number of Common Shares issuable on a Vesting Date is less than one whole Common Share). Alternatively, the Company may, in its sole discretion, settle the Units in the form of Common Shares but require the Employee to immediately sell such Common Shares (in which case, this Agreement shall give the Company the authority to issue sales instructions on behalf of the Employee).

Form and Timing of Payment. None of the payments in Sections 9(b) or 9(c) above shall apply unless Executive (aor Executive’s estate, if applicable) The (i) has returned all Company shall pay property in Executive’s possession, (ii) has resigned as an officer and member of the Board and/or its subsidiaries and affiliates (as applicable), and (iii) has executed a separation agreement and general release of the Company and its affiliates, and each of their respective employees, officers, directors, owners, members, and other persons affiliated with the Company or its affiliates (the “Separation Agreement”), in a form reasonably prescribed by the Company. Executive (or Executive’s estate, if applicable) must execute and return the Separation Agreement on or before the date specified by the Company, which will in no event be later than 52 days after the date of Separation. Subject to Section 10 and Section 23 hereof: (A) payments under Sections 9(b)(i), 9(b)(iii), and 9(c)(ii) will be made over the 12-month period (or such shorter period in the event of a Disqualifying Event or Dependent Disqualifying Event, as applicable) following Executive’s Separation in installments in accordance with the Company’s normal payroll practices and will commence within 60 days following each Vesting Date set forth after Executive’s Separation, with any installments not paid between Separation and the date of the first payment included in section 2(athe first payment, (B) abovepayments under Sections 9(b)(ii) and 9(c)(i) will be made in a lump sum within 60 days after Executive’s Separation, a number of Common Shares equal to the aggregate number of vested Units credited to the Employee as of such Vesting Date; provided, however, that and (C) payment of any Units that vest pursuant Annual Bonus under Sections 9(b)(v) and 9(c)(iv) will be paid in a lump sum at the same time as annual bonuses are paid to Section 2(d) may occur within up other executives of the Company. Notwithstanding anything to 74 days following the applicable Vesting Date in connection with the Employee’s execution and non-revocation of a separation agreement and/or a release of all claims. Furthercontrary herein, in the event that a Vesting Date falls within if the period in which Executive can execute and return the Employee has to provide a separation agreement and/or a release of all claims pursuant to Section 2(d) and such period Separation Agreement spans two calendar years, years and if any payment of the vested Units will payments described in this Section 9(d) are nonqualified deferred compensation subject to Section 409A of the Code (“Section 409A”), payments described in this Section 9(d) shall be made or commence in the second calendar year. (b) In the event of vesting under section 2(b) above due to an Employee’s death, payment shall be made within 90 days following death, or where additional time is needed for administrative reasons, at such later time as is permitted under Section 409A (as defined in section 12 below). (c) In the event of vesting under section 2(c) above due to Termination of Employment in connection with a Change in Control, payment shall be made as follows: (i) in the event of Termination of Employment prior to the Change in Control, within 90 days following the Change in Control; or (ii) in the event of Termination of Employment after the Change in Control, on the first business day which is at least seven months following the Termination of Employment or at such later date permitted under Section 409A. (d) Notwithstanding section 6(a) above, the Company may, in its sole discretion, settle the Units in the form of a cash payment (i) to the extent settlement in Common Shares is prohibited under local law, or would require the Employee, the Company and/or the Employer to obtain the approval of any governmental and/or regulatory body in the Employee’s country of residence (or country of employment, if different) or (ii) in the event that the net number of Common Shares issuable on a Vesting Date is less than one whole Common Share. Alternatively, the Company may, in its sole discretion, settle the Units in the form of Common Shares but require the Employee to immediately sell such Common Shares (in which case, this Agreement shall give the Company the authority to issue sales instructions on behalf of the Employee).

Form and Timing of Payment. (a) The Company shall pay within 60 days following each Vesting Date set forth in section 2(a) above, a number of Common Shares equal to the aggregate number of vested Units credited to the Employee as of such Vesting Date; provided, however, that payment of any Units that vest pursuant to Section 2(d) may occur within up to 74 days following the applicable Vesting Date in connection with the Employee’s execution and non-revocation of a separation agreement and/or a release of all claims. Further, in the event that a Vesting Date falls within the period the Employee has to provide a separation agreement and/or a release of all claims pursuant to Section 2(d) and such period spans two calendar years, any payment of the vested Units will be made in the second calendar year. (b) In the event of vesting under section 2(b) above due to an Employee’s death, payment shall be made within 90 days following death, or where additional time is needed for administrative reasons, at such later time as is permitted under Section 409A (as defined in section 12 13 below). (c) In the event of vesting under section 2(c) above due to Termination of Employment in connection with a Change in Control, payment shall be made as follows: (i) in the event of Termination of Employment prior to the Change in Control, within 90 days following the Change in Control; or (ii) in the event of Termination of Employment after the Change in Control, on the first business day which is at least seven months following the Termination of Employment or at such later date permitted under Section 409A. (d) Notwithstanding section 6(a) above, the Company may, in its sole discretion, settle the Units in the form of a cash payment (i) to the extent settlement in Common Shares is prohibited under local law, or would require the Employee, the Company and/or the Employer to obtain the approval of any governmental and/or regulatory body in the Employee’s country of residence (or country of employment, if different) or (ii) in the event that the net number of Common Shares issuable on a Vesting Date is less than one whole Common Share. Alternatively, the Company may, in its sole discretion, settle the Units in the form of Common Shares but require the Employee to immediately sell such Common Shares (in which case, this Agreement shall give the Company the authority to issue sales instructions on behalf of the Employee).

Form and Timing of Payment. Except as otherwise determined by the Committee in its sole discretion or as provided in Section [9/10(a)] of this Agreement, vested Restricted Stock Units will be redeemed solely for Shares. (a) The Company shall pay within 60 days following each Vesting Date set forth Except as otherwise provided in section 2(a) aboveSection 6(b), a number of Common Shares equal to the aggregate number payment of vested Restricted Stock Units credited to the Employee will be made as of such Vesting Date; providedsoon as practicable, however, that payment of any Units that vest pursuant to Section 2(dbut no later than two and one-half (2-1/2) may occur within up to 74 days months following the applicable Vesting Date Date, and the Participant may not designate the taxable year in connection with which such payment occurs. As determined by the Employee’s execution and non-revocation of a separation agreement and/or a release of all claims. Further, Company in its sole discretion prior to the event that a final scheduled Vesting Date falls within the period the Employee has to provide a separation agreement and/or a release of all claims pursuant to Section 2(d) and such period spans two calendar yearsDate, any payment of fractional Shares may be paid in cash or rounded up or down to the vested Units will be made in the second calendar yearnearest whole Share. (b) In the event of vesting under section 2(b) above due to an Employee’s death, payment shall be made within 90 days following death, or where additional time is needed for administrative reasons, at such later time as is permitted under Section 409A (as defined Notwithstanding anything in section 12 below). (c) In the event of vesting under section 2(c) above due to Termination of Employment in connection with a Change in Control, payment shall be made as follows: (i) in the event of Termination of Employment prior this Agreement to the Change contrary, if the Participant was eligible to and timely filed an election to defer payment of vested Restricted Stock Units (and related Dividend Equivalents, if any), in Control, within 90 days following accordance with the Change in Control; or (ii) in rules established by the event of Termination of Employment after the Change in Control, on the first business day which is at least seven months following the Termination of Employment or at such later date permitted under Section 409A. (d) Notwithstanding section 6(a) above, the Company mayCommittee, in its sole discretion, settle payment of any vested deferred Restricted Stock Units (and related Dividend Equivalents, if any), including any Restricted Stock Units that vest as a result of Sections 8, [9, or 10], will be made on the Units in the form earliest of a cash payment (i) the first day of the seventh (7th) calendar month following the Participant’s separation from service (as determined pursuant to Section 409A of the extent settlement in Common Shares is prohibited Code) for any reason other than death or, if later and solely with respect to any vested Restricted Stock Units that vest under local law, or would require the EmployeeRetirement provisions of Section 8, the Company and/or date the Employer to obtain vested Restricted Stock Units would have settled under the approval Retirement provisions of any governmental and/or regulatory body in the Employee’s country of residence (or country of employmentSection 8, if different) or applicable, (ii) in the event that Participant’s death, subject to the net number death payment provisions of Common Shares issuable on a Vesting Date is less than one whole Common Share. AlternativelySection 9, the Company may, in its sole discretion, settle the Units in the form of Common Shares but require the Employee to immediately sell such Common Shares (in which case, this Agreement shall give the Company the authority to issue sales instructions on behalf Section 409A of the EmployeeCode and Section 7.14 of the Plan, or (iii) within 15 days after the date of the Change in Control, with the amount of the payment calculated in accordance with Section 10(a).

Form and Timing of Payment. (a) The Company shall pay within 60 days following each the Vesting Date set forth in section 2(a) above, a number of Common Shares equal to the aggregate number of vested Units credited determined to the Employee as of such Vesting Datehave been earned; provided, however, that payment of any Units that vest pursuant to Section 2(d) may occur within up to 74 days following the applicable Vesting Date in connection with the Employee’s execution and non-revocation of a separation agreement and/or a release of all claims. Further, in the event that a the Vesting Date falls within the period the Employee has to provide a separation agreement and/or a release of all claims pursuant to Section 2(d) and such period spans two calendar years, any payment of the vested Units will be made in the second calendar year. (b) In the event of vesting under section 2(b) above due to an Employee’s death, payment shall be made within 90 days following death, or where additional time is needed for administrative reasons, at such later time as is permitted under Section 409A (as defined in Code section 12 below).409A. (c) In the event of vesting under section 2(c) above due to Termination of Employment in connection with a Change in Control, payment shall be made as follows: (i) in the event of Termination of Employment prior to the Change in Control, within 90 days following the Change in Control; or (ii) in the event of Termination of Employment after the Change in Control, on the first business day which is at least seven months following after the Termination of Employment or at such later date permitted under Section Code section 409A. (d) Notwithstanding section 6(a) above, the Company may, in its sole discretion, settle the Units in the form of a cash payment (i) to the extent settlement in Common Shares is prohibited under local law, or would require the Employee, the Company and/or the Employer to obtain the approval of any governmental and/or regulatory body in the Employee’s country of residence (or country of employment, if different) or (ii) in the event that the net number of Common Shares issuable on a Vesting Date is less than one whole Common Share). Alternatively, the Company may, in its sole discretion, settle the Units in the form of Common Shares but require the Employee to immediately sell such Common Shares (in which case, this Agreement shall give the Company the authority to issue sales instructions on behalf of the Employee).

Form and Timing of Payment. None of the payments in Sections 9(b) or 9(c) above shall apply unless Executive (aor Executive’s estate, if applicable) The (i) has returned all Company shall pay property in Executive’s possession, (ii) has resigned as an officer and member of the Board and/or its subsidiaries and affiliates (as applicable), and (iii) has executed a separation agreement and general release of the Company and its affiliates, and each of their respective employees, officers, directors, owners, members, and other persons affiliated with the Company or its affiliates (the “Separation Agreement”), in a form reasonably prescribed by the Company. Executive (or Executive’s estate, if applicable) must execute and return the Separation Agreement on or before the date specified by the Company, which will in no event be later than 52 days after the date of Separation. Subject to Section 10 and Section 23 hereof: (A) payments under Sections 9(b)(i), 9(b)(iii), and 9(c)(ii) will be made over the 12-month period (or such shorter period in the event of a Disqualifying Event or Dependent Disqualifying Event, as applicable) following Executive’s Separation in installments in accordance with the Company’s normal payroll practices and will commence within 60 days following each Vesting Date set forth in section 2(a) aboveafter Executive’s Separation, a number with any installments not paid between Separation and the date of Common Shares equal to the aggregate number of vested Units credited to the Employee as of such Vesting Date; provided, however, that first payment of any Units that vest pursuant to Section 2(d) may occur within up to 74 days following the applicable Vesting Date in connection with the Employee’s execution and non-revocation of a separation agreement and/or a release of all claims. Further, included in the event that a Vesting Date falls within the period the Employee has to provide a separation agreement and/or a release of all claims pursuant to Section 2(dfirst payment, (B) payments under Sections 9(b)(ii) and such period spans two calendar years, any payment of the vested Units 9(c)(i) will be made in a lump sum within 60 days after Executive’s Separation, and (C) payment of any Annual Bonus under Sections 9(b)(v) and 9(c)(iv) will be paid in a lump sum at the second calendar year. (b) In the event of vesting under section 2(b) above due to an Employee’s death, payment shall be made within 90 days following death, or where additional time is needed for administrative reasons, at such later same time as is permitted under Section 409A (as defined in section 12 below). (c) In annual bonuses are paid to other executives of the event of vesting under section 2(c) above due to Termination of Employment in connection with a Change in Control, payment shall be made as follows: (i) in the event of Termination of Employment prior Company. Notwithstanding anything to the Change in Control, within 90 days following the Change in Control; or (ii) in the event of Termination of Employment after the Change in Control, on the first business day which is at least seven months following the Termination of Employment or at such later date permitted under Section 409A. (d) Notwithstanding section 6(a) above, the Company may, in its sole discretion, settle the Units in the form of a cash payment (i) to the extent settlement in Common Shares is prohibited under local law, or would require the Employee, the Company and/or the Employer to obtain the approval of any governmental and/or regulatory body in the Employee’s country of residence (or country of employmentcontrary herein, if different) or (ii) in the event that the net number of Common Shares issuable on a Vesting Date is less than one whole Common Share. Alternatively, the Company may, in its sole discretion, settle the Units in the form of Common Shares but require the Employee to immediately sell such Common Shares (period in which case, this Agreement shall give the Company the authority to issue sales instructions on behalf of the Employee).Executive can execute and DocuSign Envelope ID: 92F55DC7-4648-43D8-B0A5-86E2D904BFEE