Common use of Issuance of Shares of Common Stock Clause in Contracts

Issuance of Shares of Common Stock. (a) Except as otherwise provided in Section 6(d), on any applicable date that Shares are to be issued pursuant to this Agreement, the Corporation shall issue to or on behalf of Participant a certificate (which may be in electronic form) for the vested shares of Common Stock to be issued on that date. (b) The applicable Withholding Taxes with respect to the issued Shares or any other consideration distributed to Participant shall be collected from Participant as and when such taxes become due. Participant may, with respect to the issued Shares, satisfy the applicable Withholding Taxes through one or more of the following methods: (i) The delivery of a separate check payable to the Corporation; (ii) if and to the extent expressly authorized by the Plan Administrator at the time, through a share withholding procedure, pursuant to which the Corporation will automatically withhold, immediately upon the issuance of the Shares, a portion of those Shares with a Fair Market Value (measured as of the issuance date) equal to the amount of such Withholding Taxes (the “Share Withholding Method”); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to supplemental taxable income. Participant will be notified (either in writing or through electronic transmission) of the time or times when the Share Withholding Method will actually be available with respect to one or more vested Shares that become issuable under this Agreement (such notification will also set forth the procedures authorized and established by the Plan Administrator for such purpose); (iii) irrevocable instructions given by Participant to a broker to remit to the Corporation cash, in an amount equal to such Withholding Taxes, from a previously established account Participant maintains with such broker; or (iv) to the extent the Share Withholding Method is not otherwise available at the time one or more vested Shares become issuable, Participant may also satisfy the applicable Withholding Taxes with respect to those Shares through the use of proceeds from a next day sale of the issued Shares, provided and only if (i) such a sale is permissible under the Corporation’s xxxxxxx xxxxxxx policies governing sales of Corporation shares and (ii) such transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (c) If any withholding event is other than the issuance of the Shares, or if the Corporation for any reason is unable to collect the applicable Withholding Taxes with respect to the issuance of the Shares through any of the foregoing collection procedures specified in this Section 8, then the Corporation shall be entitled to require Participant to make a cash payment and/or to deduct from other compensation payable to him or her the amount of such applicable Withholding Taxes. (d) Notwithstanding the foregoing provisions of this Section 8, the employee portion of the federal, state and local employment taxes required to be withheld by the Corporation in connection with the vesting of the Shares or any other amounts hereunder (the “Employment Taxes”) shall in all events be collected from the Participant no later than the last business day of the calendar year in which the Shares or other amounts vest hereunder. Accordingly, to the extent the issuance date for one or more vested Shares or the distribution date for such other amounts is to occur in a year subsequent to the calendar year in which those Shares or other amounts vest hereunder, the Participant shall, on or before the last business day of the calendar year in which the Shares or other amounts vest, deliver to the Corporation a check payable to its order in the dollar amount equal to the Employment Taxes required to be withheld with respect to those Shares or other amounts. The provisions of this Section 8(d) shall be applicable only to the extent necessary to comply with the applicable tax withholding requirements of Code Section 3121(v). (e) Except as otherwise provided in Section 3, Section 6 or Section 8(b), the settlement of all Restricted Stock Units that vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued at the time the Award vests shall, to the extent necessary, be rounded down to the next whole share to avoid the issuance of a fractional share.

Issuance of Shares of Common Stock. (a) Except As soon as otherwise provided administratively practicable following each date one or more Shares vest in Section 6(d), on any applicable date that Shares are to be issued pursuant to accordance with the provisions of this Agreement, the Corporation shall issue to or on behalf of the Participant a certificate (which may be in electronic form) for the vested shares of Common Stock to be issued which vest on that date. (b) date under the Award and shall concurrently distribute to the Participant any phantom dividend equivalents with respect to those Shares, subject in each instance to the Corporation's collection of the applicable Withholding Taxes. The applicable Corporation shall collect the Withholding Taxes with respect to the issued Shares or any other consideration distributed phantom dividend equivalents by withholding a portion of that distribution equal to the amount of the applicable Withholding Taxes, with the cash portion of the distribution to be the first portion so withheld. Until such time as the Corporation provides the Participant with notice to the contrary, the Corporation shall be collected from Participant as and when such taxes become due. Participant may, collect the Withholding Taxes with respect to the issued Shares, satisfy the applicable Withholding Taxes vested Shares through one or more of the following methods: (i) The delivery of a separate check payable to the Corporation; (ii) if and to the extent expressly authorized by the Plan Administrator at the time, through a share an automatic Share withholding procedure, procedure pursuant to which the Corporation will automatically withhold, immediately upon as the issuance of Shares vest under the SharesAward, a portion of those vested Shares with a Fair Market Value (measured as of the issuance vesting date) equal to the amount of such Withholding Taxes (the “"Share Withholding Method”"); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s 's required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to supplemental taxable income. Participant will shall be notified (either in writing or through electronic transmission) of in the time or times when the event such Share Withholding Method will actually be available with respect to one or more vested Shares that become issuable under this Agreement (such notification will also set forth the procedures authorized and established by the Plan Administrator for such purpose);is no longer available. (iiib) irrevocable instructions given by Participant to a broker to remit to Should any Shares vest under the Corporation cash, in an amount equal to such Withholding Taxes, from a previously established account Participant maintains with such broker; or (iv) to the extent Award at time the Share Withholding Method is not otherwise available at available, then the time one or more vested Shares become issuable, Participant may also satisfy the applicable Withholding Taxes with respect shall be collected from the Participant through either of the following alternatives: —the Participant's delivery of his or her separate check payable to those Shares through the Corporation in the amount of such Withholding Taxes, or —the use of the proceeds from a next next-day sale of the Shares issued Sharesto the Participant, provided and only if (i) such a sale is permissible under the Corporation’s xxxxxxx xxxxxxx 's trading policies governing sales the sale of Corporation shares and Common Stock, (ii) the Participant makes an irrevocable commitment, on or before the vesting date for those Shares, to effect such sale of the Shares and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (c) If any withholding event is other than the issuance of the Shares, or if the Corporation for any reason is unable to collect the applicable Withholding Taxes with respect to the issuance of the Shares through any of the foregoing collection procedures specified in this Section 8, then the Corporation shall be entitled to require Participant to make a cash payment and/or to deduct from other compensation payable to him or her the amount of such applicable Withholding Taxes. (d) Notwithstanding the foregoing provisions of this Section 8, the employee portion of the federal, state and local employment taxes required to be withheld by the Corporation in connection with the vesting of the Shares or any other amounts hereunder (the “Employment Taxes”) shall in all events be collected from the Participant no later than the last business day of the calendar year in which the Shares or other amounts vest hereunder. Accordingly, to the extent the issuance date for one or more vested Shares or the distribution date for such other amounts is to occur in a year subsequent to the calendar year in which those Shares or other amounts vest hereunder, the Participant shall, on or before the last business day of the calendar year in which the Shares or other amounts vest, deliver to the Corporation a check payable to its order in the dollar amount equal to the Employment Taxes required to be withheld with respect to those Shares or other amounts. The provisions of this Section 8(d) shall be applicable only to the extent necessary to comply with the applicable tax withholding requirements of Code Section 3121(v). (e) Except as otherwise provided in Section 3, Section 6 Paragraph 5 or Section 8(bParagraph 7(a), the settlement of all Restricted Stock Units that which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued at the time the Award vests shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share.

Issuance of Shares of Common Stock. (a) Except as otherwise provided On each applicable Issuance Date for the Shares which vest in Section 6(d), on any applicable date that Shares are to be issued pursuant to accordance with the provisions of this Agreement, the Corporation shall issue to or on behalf of the Participant a certificate (which may be in electronic form) for the vested shares of Common Stock to be issued on that such date, subject to the Corporation’s collection of the applicable Withholding Taxes. (b) The applicable Withholding Taxes Until such time as the Corporation provides the Participant with respect notice to the issued Shares or any other consideration distributed to Participant contrary, the Corporation shall be collected from Participant as and when such taxes become due. Participant may, with respect to the issued Shares, satisfy collect the applicable Withholding Taxes through one or more of the following methods: (i) The delivery of a separate check payable to the Corporation; (ii) if and to the extent expressly authorized by the Plan Administrator at the time, through a share an automatic Share withholding procedure, procedure pursuant to which the Corporation will automatically withhold, immediately upon on the issuance of applicable Issuance Date for the SharesShares that vest under the Award, a portion of those vested Shares with a Fair Market Value (measured as of the issuance dateapplicable tax date for such Shares) equal to the amount of such Withholding Taxes (the “Share Withholding Method”); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to supplemental taxable income. Participant will shall be notified (either in writing or through electronic transmission) of in the time or times when the event such Share Withholding Method will actually be available with respect to one or more vested Shares that become issuable under this Agreement (such notification will also set forth the procedures authorized and established by the Plan Administrator for such purpose);is no longer available. (iiic) irrevocable instructions given by Participant to a broker to remit to Should any Shares vest under the Corporation cash, in an amount equal to such Withholding Taxes, from a previously established account Participant maintains with such broker; or (iv) to the extent Award when the Share Withholding Method is not otherwise available at available, then the time one or more vested Shares become issuable, Participant may also satisfy the applicable Withholding Taxes with respect shall be collected from the Participant through either of the following alternatives: · the Participant’s delivery of his or her separate check payable to those Shares through the Corporation in the amount of such Withholding Taxes, or · the use of the proceeds from a next next-day sale of the Shares issued Sharesto the Participant, provided and only if (i) such a sale is permissible under the Corporation’s xxxxxxx xxxxxxx trading policies governing sales the sale of Corporation shares and Common Stock, (ii) the Participant makes an irrevocable commitment, on or before the vesting date for those Shares, to effect such sale of the Shares and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (cd) If any withholding event is other than the The Corporation shall concurrently, with each issuance of vested Shares in accordance with the foregoing provisions of this Paragraph 7, distribute to the Participant any outstanding phantom dividend equivalents credited with respect to those Shares, or if the . The Corporation for any reason is unable to shall collect the applicable Withholding Taxes with respect to the issuance each distribution of the Shares through any such phantom dividend equivalents by withholding a portion of the foregoing collection procedures specified in this Section 8, then the Corporation shall be entitled that distribution equal to require Participant to make a cash payment and/or to deduct from other compensation payable to him or her the amount of such the applicable Withholding Taxes. (d) Notwithstanding , with the foregoing provisions of this Section 8, the employee cash portion of the federal, state and local employment taxes required distribution to be withheld by the first portion so withheld, or through such other tax withholding arrangement as the Corporation in connection with the vesting of the Shares or any other amounts hereunder (the “Employment Taxes”) shall in all events be collected from the Participant no later than the last business day of the calendar year in which the Shares or other amounts vest hereunder. Accordingly, to the extent the issuance date for one or more vested Shares or the distribution date for such other amounts is to occur in a year subsequent to the calendar year in which those Shares or other amounts vest hereunder, the Participant shall, on or before the last business day of the calendar year in which the Shares or other amounts vest, deliver to the Corporation a check payable to its order in the dollar amount equal to the Employment Taxes required to be withheld with respect to those Shares or other amounts. The provisions of this Section 8(d) shall be applicable only to the extent necessary to comply with the applicable tax withholding requirements of Code Section 3121(v)deems appropriate. (e) Except as otherwise provided in Section 3, Section 6 Paragraph 5 or Section 8(bParagraph 7(b), the settlement of all Restricted Stock Units that which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any No fractional shares be issued. Accordingly, the total number of shares share of Common Stock to shall be issued at pursuant to this Award, and any fractional share resulting from any calculation made in accordance with the time the Award vests shall, to the extent necessary, terms of this Agreement shall be rounded down to the next whole share to avoid the issuance of a fractional shareCommon Stock.

Issuance of Shares of Common Stock. (a) Except As soon as otherwise provided administratively practicable following each date on which one or more Shares become issuable in Section 6(d), on any applicable date that Shares are to be issued pursuant to accordance with the provisions of this Agreement, the Corporation shall issue to or on behalf of the Participant a certificate (which may be in electronic form) for the vested shares of Common Stock to be issued which become issuable on that date. (b) The , subject to the Corporation’s collection of the applicable Withholding Taxes. Until such time as the Corporation provides the Participant with notice to the contrary, the Corporation shall collect the Withholding Taxes with respect to the issued Shares or any other consideration distributed to Participant shall be collected from Participant as and when such taxes become due. Participant may, with respect to the issued Shares, satisfy the applicable Withholding Taxes through one or more of the following methods: (i) The delivery of a separate check payable to the Corporation; (ii) if and to the extent expressly authorized by the Plan Administrator at the time, through a share an automatic Share withholding procedure, procedure pursuant to which the Corporation will automatically withhold, immediately upon as the issuance of the SharesShares are issued under this Award, a portion of those Shares with a Fair Market Value (measured as of the issuance date) equal to the amount of such Withholding Taxes (the “Share Withholding Method”); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to supplemental taxable income. Participant will shall be notified (either in writing or through electronic transmission) of in the time or times when the event such Share Withholding Method will actually be available with respect to one or more vested is no longer available. (b) Should any Shares that become issuable under this Agreement (such notification will also set forth the procedures authorized and established by the Plan Administrator for such purpose); (iii) irrevocable instructions given by Participant to a broker to remit to the Corporation cash, in an amount equal to such Withholding Taxes, from a previously established account Participant maintains with such broker; or (iv) to the extent Award at time the Share Withholding Method is not otherwise available at available, then the time one or more vested Shares become issuable, Participant may also satisfy the applicable Withholding Taxes with respect shall be collected from the Participant through either of the following alternatives: · the Participant’s delivery of his or her separate check payable to those Shares through the Corporation in the amount of such Withholding Taxes, or · the use of the proceeds from a next next-day sale of the Shares issued Sharesto the Participant, provided and only if (i) such a sale is permissible under the Corporation’s xxxxxxx xxxxxxx trading policies governing sales the sale of Corporation shares and Common Stock, (ii) the Participant makes an irrevocable commitment, on or before the issuance date for those Shares, to effect such sale of the Shares and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (c) If any withholding event is other than the issuance of the Shares, or if the Corporation for any reason is unable to collect the applicable Withholding Taxes with respect to the issuance of the Shares through any of the foregoing collection procedures specified in this Section 8, then the Corporation shall be entitled to require Participant to make a cash payment and/or to deduct from other compensation payable to him or her the amount of such applicable Withholding Taxes. (d) Notwithstanding the foregoing provisions of this Section 8Paragraph 7, the employee portion of the federal, state and local employment taxes required to be withheld by the Corporation in connection with the vesting of the Shares or any other amounts hereunder (the “Employment Taxes”) shall in all events be collected from the Participant no later than the last business day of the calendar year in which the Shares or other amounts vest hereunder. Accordingly, to the extent the issuance date for one or more vested Shares or the distribution date for such other amounts is to occur in a year subsequent to the calendar year in which those Shares or other amounts vest hereunder, the Participant shall, on or before the last business day of the calendar year in which the Shares or other amounts vest, deliver to the Corporation a check payable to its order in the dollar amount equal to the Employment Taxes required to be withheld with respect to those Shares or other amounts. The provisions of this Section 8(dParagraph 7(c) shall be applicable only to the extent necessary to comply with the applicable tax withholding requirements of Code Section 3121(v). (ed) Except as otherwise provided in Section 3, Section 6 Paragraph 5 or Section 8(bParagraph 7(a), the settlement of all Restricted Stock Units that which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued at the time the Award vests shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share.

Issuance of Shares of Common Stock. (a) Except as otherwise provided in Section 6(d), on any applicable date that Shares are As an additional inducement to be issued pursuant to the Investor entering into this Agreement, the Corporation shall Company shall, as of the date of this Agreement and for no additional consideration, issue to or on behalf the Investor an aggregate of Participant a certificate one hundred twenty-five thousand (which may be in electronic form125,000) for the vested shares of Common Stock to be issued on that date. (b) The applicable Withholding Taxes with respect to the issued Shares or any other consideration distributed to Participant shall be collected from Participant as and when such taxes become due. Participant may, with respect to the issued Shares, satisfy the applicable Withholding Taxes through one or more of the following methods: (i) The delivery of a separate check payable to the Corporation; (ii) if and to the extent expressly authorized by the Plan Administrator at the time, through a share withholding procedure, pursuant to which the Corporation will automatically withhold, immediately upon the issuance of the Shares, a portion of those Shares with a Fair Market Value (measured as of the issuance date) equal to the amount of such Withholding Taxes (the “Share Withholding MethodCommitment Shares”); provided, howeverwhich shares, that the amount upon their issuance shall be duly authorized, fully paid, and non-assessable. Instead of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to supplemental taxable income. Participant will be notified (either in writing or through electronic transmission) a delivery of the time or times when the Share Withholding Method will actually be available with respect to one or more vested Shares that become issuable under this Agreement (such notification will also set forth the procedures authorized and established by the Plan Administrator for such purpose); (iii) irrevocable instructions given by Participant to a broker to remit to the Corporation cash, in an amount equal to such Withholding Taxes, from a previously established account Participant maintains with such broker; or (iv) to the extent the Share Withholding Method is not otherwise available at the time one or more vested Shares become issuable, Participant may also satisfy the applicable Withholding Taxes with respect to those Shares through the use of proceeds from a next day sale of the issued Shares, provided and only if (i) such a sale is permissible under the Corporation’s xxxxxxx xxxxxxx policies governing sales of Corporation shares and (ii) such transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (c) If any withholding event is other than the issuance of the Shares, or if the Corporation for any reason is unable to collect the applicable Withholding Taxes with respect to the issuance of the Shares through any of the foregoing collection procedures specified in this Section 8, then the Corporation shall be entitled to require Participant to make a cash payment and/or to deduct from other compensation payable to him or her the amount of such applicable Withholding Taxes. (d) Notwithstanding the foregoing provisions of this Section 8, the employee portion of the federal, state and local employment taxes certificate required to be withheld by the Corporation in connection with the vesting of the Shares or any other amounts hereunder (the “Employment Taxes”) shall in all events be collected from the Participant no later than the last business day of the calendar year in which the Shares or other amounts vest hereunder. Accordingly, to the extent the issuance date for one or more vested Shares or the distribution date for such other amounts is to occur in a year subsequent to the calendar year in which those Shares or other amounts vest hereunder, the Participant shall, on or before the last business day of the calendar year in which the Shares or other amounts vest, deliver to the Corporation a check payable to its order in the dollar amount equal to the Employment Taxes required to be withheld with respect to those Shares or other amounts. The provisions of delivered under this Section 8(d) shall be applicable only to the extent necessary to comply with the applicable tax withholding requirements of Code Section 3121(v). (e) Except as otherwise provided in Section 3, Section 6 or Section 8(b9(3), the settlement of all Restricted Stock Units that vest under Company shall cause its transfer agent to record such shares in electronic book entry format on its books and records and provide a statement to the Award shall be made solely Investor documenting such notation. Notwithstanding the above, if a certificate is delivered in shares of Common Stock. In no eventrespect thereof, however, shall any fractional shares be issued. Accordingly, until the total number of shares of Common Stock represented thereby are eligible to be issued sold under Rule 144 without the need for current public information, such certificate shall bear a restrictive legend in the following form: Notwithstanding the foregoing, commencing on such date that the Commitment Shares are eligible for sale under Rule 144 subject to current public information requirements, the Company, upon request from the Investor and at the time expense of the Award vests shallCompany, shall obtain a legal opinion to allow for such sales under Rule 144. The Commitment Shares will be included in the extent necessaryRegistration Statement and will become unrestricted securities upon its effectiveness provided that that are resold in a manner set forth in the Registration Statement, be rounded down which remains effective as of such proposed sale date. As long as the Stock is “market price” of the stock is above $1.25 and the Company is in full compliance of all the documents, and the Company has not issued any shares, below $1.50, then the Investor will agree to a leak out provision and will not sell more than 10,000 shares of the next whole share to avoid Commitment shares without permission from the issuance of a fractional shareIssuer.

Issuance of Shares of Common Stock. (a) Except As soon as otherwise provided administratively practicable following each date one or more Shares vest in Section 6(d), on any applicable date that Shares are to be issued pursuant to accordance with the provisions of this Agreement, the Corporation shall issue to or on behalf of the Participant a certificate (which may be in electronic form) for the vested shares of Common Stock to be issued which vest on that date. (b) date under the Award and shall concurrently distribute to the Participant any phantom dividend equivalents with respect to those Shares, subject in each instance to the Corporation’s collection of the applicable Withholding Taxes. The applicable Corporation shall collect the Withholding Taxes with respect to the issued Shares or any other consideration distributed phantom dividend equivalents by withholding a portion of that distribution equal to the amount of the applicable Withholding Taxes, with the cash portion of the distribution to be the first portion so withheld. Until such time as the Corporation provides the Participant with notice to the contrary, the Corporation shall be collected from Participant as and when such taxes become due. Participant may, collect the Withholding Taxes with respect to the issued Shares, satisfy the applicable Withholding Taxes vested Shares through one or more of the following methods: (i) The delivery of a separate check payable to the Corporation; (ii) if and to the extent expressly authorized by the Plan Administrator at the time, through a share an automatic Share withholding procedure, procedure pursuant to which the Corporation will automatically withhold, immediately upon as the issuance of Shares vest under the SharesAward, a portion of those vested Shares with a Fair Market Value (measured as of the issuance vesting date) equal to the amount of such Withholding Taxes (the “Share Withholding Method”); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to supplemental taxable income. Participant will shall be notified (either in writing or through electronic transmission) of in the time or times when the event such Share Withholding Method will actually be available with respect to one or more vested Shares that become issuable under this Agreement (such notification will also set forth the procedures authorized and established by the Plan Administrator for such purpose);is no longer available. (iiib) irrevocable instructions given by Participant to a broker to remit to Should any Shares vest under the Corporation cash, in an amount equal to such Withholding Taxes, from a previously established account Participant maintains with such broker; or (iv) to the extent Award at time the Share Withholding Method is not otherwise available at available, then the time one or more vested Shares become issuable, Participant may also satisfy the applicable Withholding Taxes with respect shall be collected from the Participant through either of the following alternatives: • the Participant’s delivery of his or her separate check payable to those Shares through the Corporation in the amount of such Withholding Taxes, or • the use of the proceeds from a next next-day sale of the Shares issued Sharesto the Participant, provided and only if (i) such a sale is permissible under the Corporation’s xxxxxxx xxxxxxx trading policies governing sales the sale of Corporation shares and Common Stock, (ii) the Participant makes an irrevocable commitment, on or before the vesting date for those Shares, to effect such sale of the Shares and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (c) If any withholding event is other than the issuance of the Shares, or if the Corporation for any reason is unable to collect the applicable Withholding Taxes with respect to the issuance of the Shares through any of the foregoing collection procedures specified in this Section 8, then the Corporation shall be entitled to require Participant to make a cash payment and/or to deduct from other compensation payable to him or her the amount of such applicable Withholding Taxes. (d) Notwithstanding the foregoing provisions of this Section 8, the employee portion of the federal, state and local employment taxes required to be withheld by the Corporation in connection with the vesting of the Shares or any other amounts hereunder (the “Employment Taxes”) shall in all events be collected from the Participant no later than the last business day of the calendar year in which the Shares or other amounts vest hereunder. Accordingly, to the extent the issuance date for one or more vested Shares or the distribution date for such other amounts is to occur in a year subsequent to the calendar year in which those Shares or other amounts vest hereunder, the Participant shall, on or before the last business day of the calendar year in which the Shares or other amounts vest, deliver to the Corporation a check payable to its order in the dollar amount equal to the Employment Taxes required to be withheld with respect to those Shares or other amounts. The provisions of this Section 8(d) shall be applicable only to the extent necessary to comply with the applicable tax withholding requirements of Code Section 3121(v). (e) Except as otherwise provided in Section 3, Section 6 Paragraph 5 or Section 8(bParagraph 7(a), the settlement of all Restricted Stock Units that which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued at the time the Award vests shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share.

Issuance of Shares of Common Stock. (a) Except As soon as otherwise provided administratively practicable following each date one or more Shares vest in Section 6(d), on any applicable date that Shares are to be issued pursuant to accordance with the provisions of this Agreement, the Corporation shall issue to or on behalf of the Participant a certificate (which may be in electronic form) for the vested shares of Common Stock to be issued which vest on that date. (b) The date under the Award, subject to the Corporation’s collection of the applicable Withholding Taxes. Until such time as the Corporation provides the Participant with notice to the contrary, the Corporation shall collect the Withholding Taxes with respect to the issued vested Shares or any other consideration distributed to Participant shall be collected from Participant as and when such taxes become due. Participant may, with respect to the issued Shares, satisfy the applicable Withholding Taxes through one or more of the following methods: (i) The delivery of a separate check payable to the Corporation; (ii) if and to the extent expressly authorized by the Plan Administrator at the time, through a share an automatic Share withholding procedure, procedure pursuant to which the Corporation will automatically withhold, immediately upon as the issuance of Shares vest under the SharesAward, a portion of those vested Shares with a Fair Market Value (measured as of the issuance vesting date) equal to the amount of such Withholding Taxes (the “Share Withholding Method”); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to supplemental taxable income. Participant will shall be notified (either in writing or through electronic transmission) of in the time or times when the event such Share Withholding Method will actually be available with respect to one or more vested Shares that become issuable under this Agreement (such notification will also set forth the procedures authorized and established by the Plan Administrator for such purpose);is no longer available. (iiib) irrevocable instructions given by Participant to a broker to remit to Should any Shares vest under the Corporation cash, in an amount equal to such Withholding Taxes, from a previously established account Participant maintains with such broker; or (iv) to the extent Award at time the Share Withholding Method is not otherwise available at available, then the time one or more vested Shares become issuable, Participant may also satisfy the applicable Withholding Taxes with respect shall be collected from the Participant through either of the following alternatives: · the Participant’s delivery of his or her separate check payable to those Shares through the Corporation in the amount of such Withholding Taxes, or · the use of the proceeds from a next next-day sale of the Shares issued Sharesto the Participant, provided and only if (i) such a sale is permissible under the Corporation’s xxxxxxx xxxxxxx trading policies governing sales the sale of Corporation shares and Common Stock, (ii) the Participant makes an irrevocable commitment, on or before the vesting date for those Shares, to effect such sale of the Shares and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (c) If any withholding event is other than the issuance of the Shares, or if the Corporation for any reason is unable to collect the applicable Withholding Taxes with respect to the issuance of the Shares through any of the foregoing collection procedures specified in this Section 8, then the Corporation shall be entitled to require Participant to make a cash payment and/or to deduct from other compensation payable to him or her the amount of such applicable Withholding Taxes. (d) Notwithstanding the foregoing provisions of this Section 8, the employee portion of the federal, state and local employment taxes required to be withheld by the Corporation in connection with the vesting of the Shares or any other amounts hereunder (the “Employment Taxes”) shall in all events be collected from the Participant no later than the last business day of the calendar year in which the Shares or other amounts vest hereunder. Accordingly, to the extent the issuance date for one or more vested Shares or the distribution date for such other amounts is to occur in a year subsequent to the calendar year in which those Shares or other amounts vest hereunder, the Participant shall, on or before the last business day of the calendar year in which the Shares or other amounts vest, deliver to the Corporation a check payable to its order in the dollar amount equal to the Employment Taxes required to be withheld with respect to those Shares or other amounts. The provisions of this Section 8(d) shall be applicable only to the extent necessary to comply with the applicable tax withholding requirements of Code Section 3121(v). (e) Except as otherwise provided in Section 3, Section 6 Paragraph 5 or Section 8(bParagraph 7(a), the settlement of all Restricted Stock Units that which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued at the time the Award vests shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share.

Issuance of Shares of Common Stock. (a) Except as otherwise provided in Section 6(d), On each date on any applicable date that which one or more Shares are to be issued pursuant to in accordance with the express provisions of this Agreement, the Corporation shall issue to or on behalf of the Participant a certificate (which may be in electronic form) for those Shares and shall concurrently distribute to the Participant any phantom dividend equivalents with respect to those Shares, subject in each instance to the Corporation’s collection of the applicable Withholding Taxes. (b) The Corporation shall collect the Withholding Taxes with respect to the distributed phantom dividend equivalents by withholding a portion of that distribution equal to the amount of the applicable Withholding Taxes, with the cash portion of the distribution to be the first portion so withheld. (c) Unless Participant (i) otherwise makes satisfactory arrangements with the Corporation’s Human Resources Department, not later than forty-five (45) days prior to the applicable date on which one or more shares of Common Stock vest and become issuable hereunder, to pay the applicable Withholding Taxes through the delivery of a check payable to the Corporation in the amount of such Withholding Taxes and (ii) in fact delivers such check to the Corporation not later than that vesting date, the Corporation shall collect the applicable Withholding Taxes through the following automatic share withholding method: • On the actual issuance date, the Corporation shall withhold, from the vested shares of Common Stock to be issued on that date. (b) The applicable Withholding Taxes with respect to the issued Shares or any other consideration distributed otherwise issuable to Participant shall be collected from Participant as and when such taxes become due. Participant may, with respect to the issued Shares, satisfy the applicable Withholding Taxes through one or more of the following methods: (i) The delivery of a separate check payable to the Corporation; (ii) if and to the extent expressly authorized by the Plan Administrator at the that time, through a share withholding procedure, pursuant to which the Corporation will automatically withhold, immediately upon the issuance of the Shares, a portion of those Shares shares with a Fair Market Value (measured as of the issuance date) equal to the amount of such applicable Withholding Taxes (the “Share Withholding Method”)Taxes; provided, however, that the amount number of any Shares shares of Common Stock which the Corporation shall be required to so withheld withhold shall not exceed in Fair Market Value the amount necessary to satisfy the Corporation’s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to supplemental taxable income. Participant will be notified (either in writing or through electronic transmission) of the time or times when the Share Withholding Method will actually be available with respect to one or more vested Shares that become issuable under this Agreement (such notification will also set forth the procedures authorized and established by the Plan Administrator for such purpose); (iii) irrevocable instructions given by Participant to a broker to remit to the Corporation cash, in an amount equal to such Withholding Taxes, from a previously established account Participant maintains with such broker; or (iv) to the extent the Share Withholding Method is not otherwise available at the time one or more vested Shares become issuable, Participant may also satisfy the applicable Withholding Taxes with respect to those Shares through the use of proceeds from a next day sale of the issued Shares, provided and only if (i) such a sale is permissible under the Corporation’s xxxxxxx xxxxxxx policies governing sales of Corporation shares and (ii) such transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (c) If any withholding event is other than the issuance of the Shares, or if the Corporation for any reason is unable to collect the applicable Withholding Taxes with respect to the issuance of the Shares through any of the foregoing collection procedures specified in this Section 8, then the Corporation shall be entitled to require Participant to make a cash payment and/or to deduct from other compensation payable to him or her the amount of such applicable Withholding Taxes. (d) Except as otherwise provided in Paragraph 5 or Paragraph 7(a), the settlement of all Restricted Stock Units which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued at the time the Award vests shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share. (e) Notwithstanding the foregoing provisions of this Section 8Paragraph 7, the employee portion of the federal, state and local employment taxes required to be withheld by the Corporation in connection with the vesting of the Shares or any other amounts hereunder (the “Employment Taxes”) shall in all events be collected from the Participant no later than the last business day of the calendar year in which the Shares or other amounts vest hereunder. Accordingly, to the extent the issuance date for one or more vested Shares or the distribution date for such other amounts is to occur in a year subsequent to the calendar year in which those Shares or other amounts vest hereunder, the Participant shall, on or before the last business day of the calendar year in which the Shares or other amounts vest, deliver to the Corporation a check payable to its order in the dollar amount equal to the Employment Taxes required to be withheld with respect to those Shares or other amounts. The provisions of this Section 8(dParagraph 7(e) shall be applicable only to the extent necessary to comply with the applicable tax withholding requirements of Code Section 3121(v). (e) Except as otherwise provided in Section 3, Section 6 or Section 8(b), the settlement of all Restricted Stock Units that vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued at the time the Award vests shall, to the extent necessary, be rounded down to the next whole share to avoid the issuance of a fractional share.

Issuance of Shares of Common Stock. (a) Except as otherwise provided On each date on which one or more Restricted Stock Units vest in Section 6(d), on any applicable date that Shares are to be issued pursuant to accordance with the provisions of this AgreementAgreement or within thirty (30) days following such vesting date, the Corporation shall issue to or on behalf of the Participant a certificate (which may be in electronic form) for the vested shares of Common Stock underlying the Restricted Stock Units that vested on that date under the Award and shall concurrently distribute to the Participant any phantom dividend equivalents with respect to those Shares, subject in each instance to the Corporation’s collection of the applicable Withholding Taxes. In no event, however, shall such issuance occur later than the later of (i) the end of the calendar year in which the applicable vesting date occurs or (ii) the fifteenth (15th) day of the third (3rd) calendar month following such vesting date, with the applicable Withholding Taxes to be issued collected on that dateor before such issuance. (b) The applicable Corporation shall collect the Withholding Taxes with respect to the issued Shares distributed phantom dividend equivalents by withholding a portion of that distribution equal to the amount of the applicable Withholding Taxes, with the cash portion of the distribution to be the first portion so withheld. Until such time as the Corporation provides the Participant with at least thirty (30) days prior written or any other consideration distributed electronic notice to Participant the contrary, the Corporation shall be collected from Participant as and when such taxes become due. Participant may, collect the Withholding Taxes with respect to the issued Shares, satisfy the applicable Withholding Taxes vested Shares through one or more of the following methods: (i) The delivery of a separate check payable to the Corporation; (ii) if and to the extent expressly authorized by the Plan Administrator at the time, through a share an automatic Share withholding procedure, procedure pursuant to which the Corporation will automatically withhold, immediately upon as the issuance of Shares vest under the SharesAward, a portion of those vested Shares with a Fair Market Value (measured as of the issuance vesting date) equal to the amount of such Withholding Taxes (the “Share Withholding Method”); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to supplemental taxable income. The Participant will shall be notified (either in writing or through electronic transmission) of electronically in the time or times when the event such Share Withholding Method will actually be available with respect to one or more vested Shares that become issuable under this Agreement (such notification will also set forth the procedures authorized and established by the Plan Administrator for such purpose);is no longer available. (iiic) irrevocable instructions given by Participant to Should any Shares vest under the Award at a broker to remit to the Corporation cash, in an amount equal to such Withholding Taxes, from a previously established account Participant maintains with such broker; or (iv) to the extent time when the Share Withholding Method is not otherwise available at available, then the time one or more vested Shares become issuable, Participant may also satisfy the applicable Withholding Taxes with respect shall be collected from the Participant through either of the following alternatives: – the Participant’s delivery of his or her separate check payable to those Shares through the Corporation in the amount of such Withholding Taxes, or – the use of the proceeds from a next next-day sale of the Shares issued Sharesto the Participant, provided and only if (i) such a sale is permissible under the Corporation’s xxxxxxx xxxxxxx trading policies governing sales the sale of Corporation shares and Common Stock, (ii) the Participant makes an irrevocable commitment, on or before the vesting date for those Shares, to effect such sale of the Shares and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (c) If any withholding event is other than the issuance of the Shares, or if the Corporation for any reason is unable to collect the applicable Withholding Taxes with respect to the issuance of the Shares through any of the foregoing collection procedures specified in this Section 8, then the Corporation shall be entitled to require Participant to make a cash payment and/or to deduct from other compensation payable to him or her the amount of such applicable Withholding Taxes. (d) Notwithstanding the foregoing provisions of this Section 8, the employee portion of the federal, state and local employment taxes required to be withheld by the Corporation in connection with the vesting of the Shares or any other amounts hereunder (the “Employment Taxes”) shall in all events be collected from the Participant no later than the last business day of the calendar year in which the Shares or other amounts vest hereunder. Accordingly, to the extent the issuance date for one or more vested Shares or the distribution date for such other amounts is to occur in a year subsequent to the calendar year in which those Shares or other amounts vest hereunder, the Participant shall, on or before the last business day of the calendar year in which the Shares or other amounts vest, deliver to the Corporation a check payable to its order in the dollar amount equal to the Employment Taxes required to be withheld with respect to those Shares or other amounts. The provisions of this Section 8(d) shall be applicable only to the extent necessary to comply with the applicable tax withholding requirements of Code Section 3121(v). (e) Except as otherwise provided in Section 3, Section 6 Paragraph 5 or Section 8(b)this Paragraph 7, the settlement of all Restricted Stock Units that which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued at the time the Award vests shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share.

Issuance of Shares of Common Stock. (a) Except As soon as otherwise provided administratively practicable following each date one or more Shares vest in Section 6(d), on any applicable date that Shares are to be issued pursuant to accordance with the provisions of this Agreement, the Corporation shall issue to or on behalf of the Participant a certificate (which may be in electronic form) for the vested shares of Common Stock to be issued which vest on that date. (b) date under the Award and shall concurrently distribute to the Participant any phantom dividend equivalents with respect to those Shares, subject in each instance to the Corporation’s collection of the applicable Withholding Taxes. The applicable Corporation shall collect the Withholding Taxes with respect to the issued Shares or any other consideration distributed phantom dividend equivalents by withholding a portion of that distribution equal to the amount of the applicable Withholding Taxes, with the cash portion of the distribution to be the first portion so withheld. Until such time as the Corporation provides the Participant with notice to the contrary, the Corporation shall be collected from Participant as and when such taxes become due. Participant may, collect the Withholding Taxes with respect to the issued Shares, satisfy the applicable Withholding Taxes vested Shares through one or more of the following methods: (i) The delivery of a separate check payable to the Corporation; (ii) if and to the extent expressly authorized by the Plan Administrator at the time, through a share an automatic Share withholding procedure, procedure pursuant to which the Corporation will automatically withhold, immediately upon as the issuance of Shares vest under the SharesAward, a portion of those vested Shares with a Fair Market Value (measured as of the issuance vesting date) equal to the amount of such Withholding Taxes (the “Share Withholding Method”); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to supplemental taxable income. Participant will shall be notified (either in writing or through electronic transmission) of in the time or times when the event such Share Withholding Method will actually be available with respect to one or more vested Shares that become issuable under this Agreement (such notification will also set forth the procedures authorized and established by the Plan Administrator for such purpose);is no longer available. (iiib) irrevocable instructions given by Participant to a broker to remit to Should any Shares vest under the Corporation cash, in an amount equal to such Withholding Taxes, from a previously established account Participant maintains with such broker; or (iv) to the extent Award at time the Share Withholding Method is not otherwise available at available, then the time one or more vested Shares become issuable, Participant may also satisfy the applicable Withholding Taxes with respect shall be collected from the Participant through either of the following alternatives: • the Participant’s delivery of his or her separate check payable to those Shares through the Corporation in the amount of such Withholding Taxes, or • the use of the proceeds from a next next-day sale of the Shares issued Sharesto the Participant, provided and only if (i) such a sale is permissible under the Corporation’s xxxxxxx xxxxxxx trading policies governing sales the sale of Corporation shares and Common Stock, (ii) the Participant makes an irrevocable commitment, on or before the vesting date for those Shares, to effect such sale of the Shares and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (c) If any withholding event is other than the issuance of the Shares, or if the Corporation for any reason is unable to collect the applicable Withholding Taxes with respect to the issuance of the Shares through any of the foregoing collection procedures specified in this Section 8, then the Corporation shall be entitled to require Participant to make a cash payment and/or to deduct from other compensation payable to him or her the amount of such applicable Withholding Taxes. (d) Notwithstanding the foregoing provisions of this Section 8, the employee portion of the federal, state and local employment taxes required to be withheld by the Corporation in connection with the vesting of the Shares or any other amounts hereunder (the “Employment Taxes”) shall in all events be collected from the Participant no later than the last business day of the calendar year in which the Shares or other amounts vest hereunder. Accordingly, to the extent the issuance date for one or more vested Shares or the distribution date for such other amounts is to occur in a year subsequent to the calendar year in which those Shares or other amounts vest hereunder, the Participant shall, on or before the last business day of the calendar year in which the Shares or other amounts vest, deliver to the Corporation a check payable to its order in the dollar amount equal to the Employment Taxes required to be withheld with respect to those Shares or other amounts. The provisions of this Section 8(d) shall be applicable only to the extent necessary to comply with the applicable tax withholding requirements of Code Section 3121(v). (e) Except as otherwise provided in Section 3, Section Paragraph 6 or Section 8(band Paragraph 8(a), the settlement of all Restricted Stock Units that which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued at the time the Award vests shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share.

Issuance of Shares of Common Stock. (a) Except as otherwise provided in Section 6(d)The Corporation shall, on any the applicable date that Shares are to be issued pursuant to this AgreementIssuance Date, the Corporation shall issue to or on behalf of Participant a certificate (which may be in electronic form) for the vested shares of Common Stock in which Participant vests pursuant to be issued on that datethe Normal Vesting Schedule set forth in Paragraph 1 or the special vesting provisions of Paragraph 3 or 5 and shall concurrently distribute to the Participant any phantom dividend equivalents with respect to those Shares. (b) Except as otherwise provided in Paragraph 3(b) or 5(a), no shares of Common Stock shall be issued prior to the Completion Date of the Performance Objective to which those shares are allotted. (c) The applicable Corporation shall collect the Withholding Taxes with respect to each distribution of phantom dividend equivalents by withholding a portion of that distribution equal to the issued Shares or any other consideration distributed to Participant shall be collected from Participant as and when such taxes become due. Participant mayamount of the applicable Withholding Taxes, with respect the cash portion of the distribution to be the first portion so withheld. (d) Unless Participant (i) otherwise makes satisfactory arrangements with the Corporation’s Human Resources Department, not later than forty-five (45) days prior to the issued Sharesapplicable vesting date of the shares which become issuable hereunder, satisfy to pay the applicable Withholding Taxes through one or more of the following methods: (i) The delivery of a separate check payable to the Corporation; Corporation in the amount of such Withholding Taxes and (ii) if and in fact delivers such check to the extent expressly authorized by Corporation not later than that vesting date, the Plan Administrator at Corporation shall collect the time, applicable Withholding Taxes through a the following automatic share withholding proceduremethod: - On the applicable Issuance Date, pursuant to which the Corporation will automatically shall withhold, immediately upon from the issuance of the Sharesvested shares otherwise issuable to Participant at that time, a portion of those Shares shares with a Fair Market Value (measured as of the issuance date) equal to the amount of such applicable Withholding Taxes (the “Share Withholding Method”)Taxes; provided, however, that the amount number of any Shares shares which the Corporation shall be required to so withheld withhold shall not exceed in Fair Market Value the amount necessary to satisfy the Corporation’s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to supplemental taxable income. Participant will be notified (either in writing or through electronic transmission) of the time or times when the Share Withholding Method will actually be available with respect to one or more vested Shares that become issuable under this Agreement (such notification will also set forth the procedures authorized and established by the Plan Administrator for such purpose); (iii) irrevocable instructions given by Participant to a broker to remit to the Corporation cash, in an amount equal to such Withholding Taxes, from a previously established account Participant maintains with such broker; or (iv) to the extent the Share Withholding Method is not otherwise available at the time one or more vested Shares become issuable, Participant may also satisfy the applicable Withholding Taxes with respect to those Shares through the use of proceeds from a next day sale of the issued Shares, provided and only if (i) such a sale is permissible under the Corporation’s xxxxxxx xxxxxxx policies governing sales of Corporation shares and (ii) such transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (c) If any withholding event is other than the issuance of the Shares, or if the Corporation for any reason is unable to collect the applicable Withholding Taxes with respect to the issuance of the Shares through any of the foregoing collection procedures specified in this Section 8, then the Corporation shall be entitled to require Participant to make a cash payment and/or to deduct from other compensation payable to him or her the amount of such applicable Withholding Taxes. (d) Notwithstanding the foregoing provisions of this Section 8, the employee portion of the federal, state and local employment taxes required to be withheld by the Corporation in connection with the vesting of the Shares or any other amounts hereunder (the “Employment Taxes”) shall in all events be collected from the Participant no later than the last business day of the calendar year in which the Shares or other amounts vest hereunder. Accordingly, to the extent the issuance date for one or more vested Shares or the distribution date for such other amounts is to occur in a year subsequent to the calendar year in which those Shares or other amounts vest hereunder, the Participant shall, on or before the last business day of the calendar year in which the Shares or other amounts vest, deliver to the Corporation a check payable to its order in the dollar amount equal to the Employment Taxes required to be withheld with respect to those Shares or other amounts. The provisions of this Section 8(d) shall be applicable only to the extent necessary to comply with the applicable tax withholding requirements of Code Section 3121(v). (e) Except as otherwise provided in Section 3, Section 6 Paragraph 5 or Section 8(b)this Paragraph 7, the settlement of all Restricted Stock Units that restricted stock units which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued at the time the Award vests shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share.

Issuance of Shares of Common Stock. (a) Except as otherwise provided in Section 6(d)Paragraph 5, on any the applicable date that Shares are to be issued pursuant to this AgreementIssuance Date under Paragraph 1, the Corporation shall issue to or on behalf of Participant a certificate (which may be in electronic form) for the vested shares of Common Stock to be issued on that date. (b) date and shall concurrently distribute to the Participant any phantom dividend equivalents with respect to those Shares. The applicable Corporation shall collect the Withholding Taxes with respect to the issued Shares or any other consideration distributed phantom dividend equivalents by withholding a portion of that distribution equal to the amount of the applicable Withholding Taxes, with the cash portion of the distribution to be the first portion so withheld. Until such time as the Corporation provides the Participant with notice to the contrary, the Corporation shall be collected from Participant as and when such taxes become due. Participant may, collect the Withholding Taxes with respect to the issued Shares, satisfy the applicable Withholding Taxes vested Shares through one or more of the following methods: (i) The delivery of a separate check payable to the Corporation; (ii) if and to the extent expressly authorized by the Plan Administrator at the time, through a share an automatic Share withholding procedure, procedure pursuant to which the Corporation will automatically withhold, immediately upon as the issuance of Shares vest under the SharesAward, a portion of those vested Shares with a Fair Market Value (measured as of the issuance vesting date) equal to the amount of such Withholding Taxes (the “"Share Withholding Method”"); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s 's required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to supplemental taxable income. Participant will shall be notified (either in writing or through the Corporation's electronic transmissionmail system) of in the time or times when the event such Share Withholding Method will actually be available with respect to one or more vested Shares that become issuable under this Agreement (such notification will also set forth the procedures authorized and established by the Plan Administrator for such purpose);is no longer available. (iiib) irrevocable instructions given by Participant to a broker to remit to Should any Shares vest under the Corporation cash, in an amount equal to such Withholding Taxes, from a previously established account Participant maintains with such broker; or (iv) to the extent Award at time the Share Withholding Method is not otherwise available at available, then the time one or more vested Shares become issuable, Participant may also satisfy the applicable Withholding Taxes with respect shall be collected from the Participant through either of the following alternatives: • the Participant's delivery of his or her separate check payable to those Shares through the Corporation in the amount of such Withholding Taxes, or • the use of the proceeds from a next next-day sale of the Shares issued Sharesto the Participant, provided and only if (i) such a sale is permissible under the Corporation’s 's xxxxxxx xxxxxxx policies governing sales the sale of Corporation shares and Common Stock, (ii) the Participant makes an irrevocable commitment, on or before the vesting date for those Shares, to effect such sale of the Shares and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (c) If any withholding event is other than the issuance of the Shares, or if the Corporation for any reason is unable to collect the applicable Withholding Taxes with respect to the issuance of the Shares through any of the foregoing collection procedures specified in this Section 8, then the Corporation shall be entitled to require Participant to make a cash payment and/or to deduct from other compensation payable to him or her the amount of such applicable Withholding Taxes. (d) Notwithstanding the foregoing provisions of this Section 8, the employee portion of the federal, state and local employment taxes required to be withheld by the Corporation in connection with the vesting of the Shares or any other amounts hereunder (the “Employment Taxes”) shall in all events be collected from the Participant no later than the last business day of the calendar year in which the Shares or other amounts vest hereunder. Accordingly, to the extent the issuance date for one or more vested Shares or the distribution date for such other amounts is to occur in a year subsequent to the calendar year in which those Shares or other amounts vest hereunder, the Participant shall, on or before the last business day of the calendar year in which the Shares or other amounts vest, deliver to the Corporation a check payable to its order in the dollar amount equal to the Employment Taxes required to be withheld with respect to those Shares or other amounts. The provisions of this Section 8(d) shall be applicable only to the extent necessary to comply with the applicable tax withholding requirements of Code Section 3121(v). (e) Except as otherwise provided in Section 3, Section 6 Paragraph 5 or Section 8(bParagraph 7(a), the settlement of all Restricted Stock Units that which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued at the time the Award vests shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share.

Issuance of Shares of Common Stock. (a) Except as otherwise provided On each applicable Issuance Date for the Shares which vest in Section 6(d), on any applicable date that Shares are to be issued pursuant to accordance with the provisions of this Agreement, the Corporation shall issue to or on behalf of the Participant a certificate (which may be in electronic form) for the vested shares of Common Stock to be issued on that such date, subject to the Corporation’s collection of the applicable Withholding Taxes. (b) The applicable Withholding Taxes Until such time as the Corporation provides the Participant with respect notice to the issued Shares or any other consideration distributed to Participant contrary, the Corporation shall be collected from Participant as and when such taxes become due. Participant may, with respect to the issued Shares, satisfy collect the applicable Withholding Taxes through one or more of the following methods: (i) The delivery of a separate check payable to the Corporation; (ii) if and to the extent expressly authorized by the Plan Administrator at the time, through a share an automatic Share withholding procedure, procedure pursuant to which the Corporation will automatically withhold, immediately upon on the issuance of applicable Issuance Date for the SharesShares that vest under the Award, a portion of those vested Shares with a Fair Market Value (measured as of the issuance dateapplicable tax date for such Shares) equal to the amount of such Withholding Taxes (the “Share Withholding Method”); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to supplemental taxable income. Participant will shall be notified (either in writing or through electronic transmission) of in the time or times when the event such Share Withholding Method will actually be available with respect to one or more vested Shares that become issuable under this Agreement (such notification will also set forth the procedures authorized and established by the Plan Administrator for such purpose);is no longer available. (iiic) irrevocable instructions given by Participant to a broker to remit to Should any Shares vest under the Corporation cash, in an amount equal to such Withholding Taxes, from a previously established account Participant maintains with such broker; or (iv) to the extent Award when the Share Withholding Method is not otherwise available at available, then the time one or more vested Shares become issuable, Participant may also satisfy the applicable Withholding Taxes with respect shall be collected from the Participant through either of the following alternatives: · the Participant’s delivery of his or her separate check payable to those Shares through the Corporation in the amount of such Withholding Taxes, or · the use of the proceeds from a next next-day sale of the Shares issued Sharesto the Participant, provided and only if (i) such a sale is permissible under the Corporation’s xxxxxxx xxxxxxx trading policies governing sales the sale of Corporation shares and Common Stock, (ii) the Participant makes an irrevocable commitment, on or before the vesting date for those Shares, to effect such sale of the Shares and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (cd) If any withholding event is other than the The Corporation shall concurrently, with each issuance of vested Shares in accordance with the foregoing provisions of this Paragraph 7, distribute to the Participant any outstanding phantom dividend equivalents credited with respect to those Shares, or if the . The Corporation for any reason is unable to shall collect the applicable Withholding Taxes with respect to the issuance each distribution of the Shares through any phantom dividend equivalents by withholding a portion of the foregoing collection procedures specified in this Section 8, then the Corporation shall be entitled that distribution equal to require Participant to make a cash payment and/or to deduct from other compensation payable to him or her the amount of such the applicable Withholding Taxes. (d) Notwithstanding , with the foregoing provisions of this Section 8, the employee cash portion of the federal, state and local employment taxes required distribution to be withheld by the first portion so withheld, or through such other tax withholding arrangement as the Corporation in connection with the vesting of the Shares or any other amounts hereunder (the “Employment Taxes”) shall in all events be collected from the Participant no later than the last business day of the calendar year in which the Shares or other amounts vest hereunder. Accordingly, to the extent the issuance date for one or more vested Shares or the distribution date for such other amounts is to occur in a year subsequent to the calendar year in which those Shares or other amounts vest hereunder, the Participant shall, on or before the last business day of the calendar year in which the Shares or other amounts vest, deliver to the Corporation a check payable to its order in the dollar amount equal to the Employment Taxes required to be withheld with respect to those Shares or other amounts. The provisions of this Section 8(d) shall be applicable only to the extent necessary to comply with the applicable tax withholding requirements of Code Section 3121(v)deems appropriate. (e) Except as otherwise provided in Section 3, Section 6 Paragraph 5 or Section 8(bParagraph 7(b), the settlement of all Restricted Stock Units that which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any No fractional shares be issued. Accordingly, the total number of shares share of Common Stock to shall be issued at pursuant to this Award, and any fractional share resulting from any calculation made in accordance with the time the Award vests shall, to the extent necessary, terms of this Agreement shall be rounded down to the next whole share to avoid the issuance of a fractional shareCommon Stock.

Issuance of Shares of Common Stock. (a) Except as otherwise provided On each date on which one or more Shares vest in Section 6(d), on any applicable date that Shares are to be issued pursuant to accordance with the provisions of this AgreementAgreement or within thirty (30) days following such vesting date, the Corporation shall issue to or on behalf of the Participant a certificate (which may be in electronic form) for the vested shares of Common Stock which vest on that date under the Award and shall concurrently distribute to the Participant any phantom dividend equivalents with respect to those Shares, subject in each instance to the Corporation’s collection of the applicable Withholding Taxes. In no event, however, shall such issuance occur later than the later of (i) the end of the calendar year in which the applicable vesting date occurs or (ii) the fifteenth (15th) day of the third (3rd) calendar month following such vesting date, with the applicable Withholding Taxes to be issued collected on that dateor before such issuance. (b) The applicable Corporation shall collect the Withholding Taxes with respect to the issued Shares distributed phantom dividend equivalents by withholding a portion of that distribution equal to the amount of the applicable Withholding Taxes, with the cash portion of the distribution to be the first portion so withheld. Until such time as the Corporation provides the Participant with at least thirty (30) days prior written or any other consideration distributed electronic notice to Participant the contrary, the Corporation shall be collected from Participant as and when such taxes become due. Participant may, collect the Withholding Taxes with respect to the issued Shares, satisfy the applicable Withholding Taxes vested Shares through one or more of the following methods: (i) The delivery of a separate check payable to the Corporation; (ii) if and to the extent expressly authorized by the Plan Administrator at the time, through a share an automatic Share withholding procedure, procedure pursuant to which the Corporation will automatically withhold, immediately upon as the issuance of Shares vest under the SharesAward, a portion of those vested Shares with a Fair Market Value (measured as of the issuance vesting date) equal to the amount of such Withholding Taxes (the “Share Withholding Method”); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to supplemental taxable income. The Participant will shall be notified (either in writing or through electronic transmission) of electronically in the time or times when the event such Share Withholding Method will actually be available with respect to one or more vested Shares that become issuable under this Agreement (such notification will also set forth the procedures authorized and established by the Plan Administrator for such purpose);is no longer available. (iiic) irrevocable instructions given by Participant to a broker to remit to Should any Shares vest under the Corporation cash, in an amount equal to such Withholding Taxes, from a previously established account Participant maintains with such broker; or (iv) to the extent Award at time the Share Withholding Method is not otherwise available at available, then the time one or more vested Shares become issuable, Participant may also satisfy the applicable Withholding Taxes with respect shall be collected from the Participant through either of the following alternatives: – the Participant’s delivery of his or her separate check payable to those Shares through the Corporation in the amount of such Withholding Taxes, or – the use of the proceeds from a next next-day sale of the Shares issued Sharesto the Participant, provided and only if (i) such a sale is permissible under the Corporation’s xxxxxxx xxxxxxx trading policies governing sales the sale of Corporation shares and Common Stock, (ii) the Participant makes an irrevocable commitment, on or before the vesting date for those Shares, to effect such sale of the Shares and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (c) If any withholding event is other than the issuance of the Shares, or if the Corporation for any reason is unable to collect the applicable Withholding Taxes with respect to the issuance of the Shares through any of the foregoing collection procedures specified in this Section 8, then the Corporation shall be entitled to require Participant to make a cash payment and/or to deduct from other compensation payable to him or her the amount of such applicable Withholding Taxes. (d) Notwithstanding the foregoing provisions of this Section 8, the employee portion of the federal, state and local employment taxes required to be withheld by the Corporation in connection with the vesting of the Shares or any other amounts hereunder (the “Employment Taxes”) shall in all events be collected from the Participant no later than the last business day of the calendar year in which the Shares or other amounts vest hereunder. Accordingly, to the extent the issuance date for one or more vested Shares or the distribution date for such other amounts is to occur in a year subsequent to the calendar year in which those Shares or other amounts vest hereunder, the Participant shall, on or before the last business day of the calendar year in which the Shares or other amounts vest, deliver to the Corporation a check payable to its order in the dollar amount equal to the Employment Taxes required to be withheld with respect to those Shares or other amounts. The provisions of this Section 8(d) shall be applicable only to the extent necessary to comply with the applicable tax withholding requirements of Code Section 3121(v). (e) Except as otherwise provided in Section 3, Section 6 Paragraph 5 or Section 8(b)this Paragraph 7, the settlement of all Restricted Stock Units that which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued at the time the Award vests shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share.

Issuance of Shares of Common Stock. (a) Except On the Issuance Date or as otherwise provided in Section 6(d), on any applicable date that Shares are to be issued pursuant to this Agreementsoon thereafter as practicable, the Corporation Company shall issue to or on behalf of the Participant a certificate (which may be in electronic form) for the vested number of shares of Common Stock underlying the restricted stock units which vest under the Award on such date, subject, however, to be issued on that datethe Company’s collection of any applicable Withholding Taxes. (b) The applicable Until such time as the Company provides the Participant with notice to the contrary, the Company shall collect any Withholding Taxes required to be withheld with respect to the issued Shares or any other consideration distributed to Participant shall be collected from Participant as and when such taxes become due. Participant may, with respect to the issued Shares, satisfy the applicable Withholding Taxes through one or more issuance of the following methods: (i) The delivery of a separate check payable to the Corporation; (ii) if and to the extent expressly authorized by the Plan Administrator at the time, vested Shares hereunder through a share an automatic Share withholding procedure, procedure pursuant to which the Corporation Company will automatically withhold, immediately upon at the issuance time of the Sharessuch issuance, a portion of those the Shares with a Fair Market Value (measured as of the issuance date) equal to the amount of such Withholding Taxes those taxes (the “Share Withholding Method”); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the CorporationCompany’s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to supplemental taxable incomerates. The Participant will shall be notified (either in writing or through electronic transmission) of in the time or times when the event such Share Withholding Method will actually be available with respect to one or more vested Shares that become issuable under this Agreement (such notification will also set forth the procedures authorized and established by the Plan Administrator for such purpose);is no longer available. (iiic) irrevocable instructions given by Participant to Should any Shares be issued at a broker to remit to the Corporation cash, in an amount equal to such Withholding Taxes, from a previously established account Participant maintains with such broker; or (iv) to the extent time when the Share Withholding Method is not otherwise available at the time one or more vested Shares become issuable, Participant may also satisfy the applicable Withholding Taxes with respect to those Shares through the use of proceeds from a next day sale of the issued Shares, provided and only if (i) such a sale is permissible under the Corporation’s xxxxxxx xxxxxxx policies governing sales of Corporation shares and (ii) such transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (c) If any withholding event is other than the issuance of the Shares, or if the Corporation for any reason is unable to collect the applicable Withholding Taxes with respect to the issuance of the Shares through any of the foregoing collection procedures specified in this Section 8available, then the Corporation Participant shall be entitled to require Participant to make a cash payment and/or to deduct from other compensation payable to him or her the amount of such applicable pay any Withholding Taxes. (d) Notwithstanding the foregoing provisions of this Section 8, the employee portion of the federal, state and local employment taxes required to be withheld by the Corporation in connection with the vesting of the Shares or any other amounts hereunder (the “Employment Taxes”) shall in all events be collected from the Participant no later than the last business day of the calendar year in which the Shares or other amounts vest hereunder. Accordingly, to the extent the issuance date for one or more vested Shares or the distribution date for such other amounts is to occur in a year subsequent to the calendar year in which those Shares or other amounts vest hereunder, the Participant shall, on or before the last business day of the calendar year in which the Shares or other amounts vest, deliver to the Corporation a check payable to its order in the dollar amount equal to the Employment Taxes required to be withheld with respect to those the issuance of vested Shares or other amounts. The provisions of this Section 8(d) shall be applicable only hereunder by delivering a check to the extent necessary to comply with Company in the applicable tax withholding requirements amount of Code Section 3121(v)the Withholding Taxes. (d) In no event will any fractional shares be issued. (e) Except as otherwise provided in Section 3The holder of this Award shall not have any stockholder rights, Section 6 including voting or Section 8(b)dividend rights, with respect to the settlement of all Restricted Stock Units that vest under Shares subject to the Award shall be made solely in shares until the Participant becomes the record holder of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, those Shares following their actual issuance after the total number satisfaction of shares of Common Stock to be issued at the time the Award vests shall, to the extent necessary, be rounded down to the next whole share to avoid the issuance of a fractional shareapplicable Withholding Taxes.

Issuance of Shares of Common Stock. (a) Except as otherwise provided in Section 6(d5(c), on any applicable date that Shares are to be issued pursuant to this Agreement, the Corporation shall issue to or on behalf of Participant a certificate (which may be in electronic form) for the vested shares of Common Stock to be issued on that date. (b) The applicable Withholding Taxes with respect to the issued Shares or any other consideration distributed to Participant shall be collected from Participant as and when such taxes become due. Participant may, with respect to the issued Shares, satisfy the applicable Withholding Taxes through one or more of the following methods: (i) The delivery of a separate check payable to the Corporation; (ii) if and to the extent expressly authorized by the Plan Administrator at the time, through a share withholding procedure, pursuant to which the Corporation will automatically withhold, immediately upon the issuance of the Shares, a portion of those Shares with a Fair Market Value (measured as of the issuance date) equal to the amount of such Withholding Taxes (the “Share Withholding Method”); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to supplemental taxable income. Participant will be notified (either in writing or through electronic transmission) of the time or times when the Share Withholding Method will actually be available with respect to one or more vested Shares that become issuable under this Agreement (such notification will also set forth the procedures authorized and established by the Plan Administrator for such purpose); (iii) irrevocable instructions given by Participant to a broker to remit to the Corporation cash, in an amount equal to such Withholding Taxes, from a previously established account Participant maintains with such broker; or (iv) to the extent the Share Withholding Method is not otherwise available at the time one or more vested Shares become issuable, Participant may also satisfy the applicable Withholding Taxes with respect to those Shares through the use of proceeds from a next day sale of the issued Shares, provided and only if (i) such a sale is permissible under the Corporation’s xxxxxxx xxxxxxx policies governing sales of Corporation shares and (ii) such transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (c) If any withholding event is other than the issuance of the Shares, or if the Corporation for any reason is unable to collect the applicable Withholding Taxes with respect to the issuance of the Shares through any of the foregoing collection procedures specified in this Section 87, then the Corporation shall be entitled to require Participant to make a cash payment and/or to deduct from other compensation payable to him or her the amount of such applicable Withholding Taxes. (d) Notwithstanding the foregoing provisions of this Section 87, the employee portion of the federal, state and local employment taxes required to be withheld by the Corporation in connection with the vesting of the Shares or any other amounts hereunder (the “Employment Taxes”) shall in all events be collected from the Participant no later than the last business day of the calendar year in which the Shares or other amounts vest hereunder. Accordingly, to the extent the issuance date for one or more vested Shares or the distribution date for such other amounts is to occur in a year subsequent to the calendar year in which those Shares or other amounts vest hereunder, the Participant shall, on or before the last business day of the calendar year in which the Shares or other amounts vest, deliver to the Corporation a check payable to its order in the dollar amount equal to the Employment Taxes required to be withheld with respect to those Shares or other amounts. The provisions of this Section 8(d7(d) shall be applicable only to the extent necessary to comply with the applicable tax withholding requirements of Code Section 3121(v). (e) Except as otherwise provided in Section 3, Section 6 5 or Section 8(b7(b), the settlement of all Restricted Stock Units that vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued at the time the Award vests shall, to the extent necessary, be rounded down to the next whole share to avoid the issuance of a fractional share.

Issuance of Shares of Common Stock. (a) Except as otherwise provided in Section 6(d), on any applicable date that Shares are to be issued pursuant to this Agreement, the Corporation shall issue to or on behalf of Participant a certificate (which may be in electronic form) for the vested shares of Common Stock to be issued on that date. (b) The applicable Withholding Taxes with respect to the issued Shares or any other consideration distributed to Participant shall be collected from Participant as and when such taxes become due. Participant may, with respect to the issued Shares, satisfy the applicable Withholding Taxes through one or more of the following methods: (i) The delivery of a separate check payable to the Corporation; (ii) if and to the extent expressly authorized by the Plan Administrator at the time, through a share withholding procedure, pursuant to which the Corporation will automatically withhold, immediately upon the issuance of the Shares, a portion of those Shares with a Fair Market Value (measured as of the issuance date) equal to the amount of such Withholding Taxes (the “Share Withholding Method”); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to supplemental taxable income. Participant will be notified (either in writing or through electronic transmission) of the time or times when the Share Withholding Method will actually be available with respect to one or more vested Shares that become issuable under this Agreement (such notification will also set forth the procedures authorized and established by the Plan Administrator for such purpose);; 2014.01.06 (iii) irrevocable instructions given by Participant to a broker to remit to the Corporation cash, in an amount equal to such Withholding Taxes, from a previously established account Participant maintains with such broker; or (iv) to the extent the Share Withholding Method is not otherwise available at the time one or more vested Shares become issuable, Participant may also satisfy the applicable Withholding Taxes with respect to those Shares through the use of proceeds from a next day sale of the issued Shares, provided and only if (i) such a sale is permissible under the Corporation’s xxxxxxx xxxxxxx policies governing sales of Corporation shares and (ii) such transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (c) If any withholding event is other than the issuance of the Shares, or if the Corporation for any reason is unable to collect the applicable Withholding Taxes with respect to the issuance of the Shares through any of the foregoing collection procedures specified in this Section 8, then the Corporation shall be entitled to require Participant to make a cash payment and/or to deduct from other compensation payable to him or her the amount of such applicable Withholding Taxes. (d) Notwithstanding the foregoing provisions of this Section 8, the employee portion of the federal, state and local employment taxes required to be withheld by the Corporation in connection with the vesting of the Shares or any other amounts hereunder (the “Employment Taxes”) shall in all events be collected from the Participant no later than the last business day of the calendar year in which the Shares or other amounts vest hereunder. Accordingly, to the extent the issuance date for one or more vested Shares or the distribution date for such other amounts is to occur in a year subsequent to the calendar year in which those Shares or other amounts vest hereunder, the Participant shall, on or before the last business day of the calendar year in which the Shares or other amounts vest, deliver to the Corporation a check payable to its order in the dollar amount equal to the Employment Taxes required to be withheld with respect to those Shares or other amounts. The provisions of this Section 8(d) shall be applicable only to the extent necessary to comply with the applicable tax withholding requirements of Code Section 3121(v). (e) Except as otherwise provided in Section 3, Section 6 or Section 8(b), the settlement of all Restricted Stock Units that vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued at the time the Award vests shall, to the extent necessary, be rounded down to the next whole share to avoid the issuance of a fractional share.

Issuance of Shares of Common Stock. (a) Except On the Issuance Date or as otherwise provided in Section 6(d), on any applicable date that Shares are to be issued pursuant to this Agreementsoon thereafter as practicable, the Corporation Company shall issue to or on behalf of the Participant a certificate (which may be in electronic form) for the vested number of shares of Common Stock underlying the restricted stock units which vest under the Award on such date, subject, however, to be issued on that datethe Company’s collection of any applicable Withholding Taxes. (b) The applicable Until such time as the Company provides the Participant with notice to the contrary, the Company shall collect any Withholding Taxes required to be withheld with respect to the issued Shares or any other consideration distributed to Participant shall be collected from Participant as and when such taxes become due. Participant may, with respect to the issued Shares, satisfy the applicable Withholding Taxes through one or more issuance of the following methods: (i) The delivery of a separate check payable to the Corporation; (ii) if and to the extent expressly authorized by the Plan Administrator at the time, vested Shares hereunder through a share an automatic Share withholding procedure, procedure pursuant to which the Corporation Company will automatically withhold, immediately upon at the issuance time of the Sharessuch issuance, a portion of those the Shares with a Fair Market Value (measured as of the issuance vesting date) equal to the amount of such Withholding Taxes those taxes (the “Share Withholding Method”); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the CorporationCompany’s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to supplemental taxable incomerates. The Participant will shall be notified (either in writing or through electronic transmission) of in the time or times when the event such Share Withholding Method will actually be available with respect to one or more vested Shares that become issuable under this Agreement (such notification will also set forth the procedures authorized and established by the Plan Administrator for such purpose);is no longer available. (iiic) irrevocable instructions given by Participant to Should any Shares be issued at a broker to remit to the Corporation cash, in an amount equal to such Withholding Taxes, from a previously established account Participant maintains with such broker; or (iv) to the extent time when the Share Withholding Method is not otherwise available at the time one or more vested Shares become issuable, Participant may also satisfy the applicable Withholding Taxes with respect to those Shares through the use of proceeds from a next day sale of the issued Shares, provided and only if (i) such a sale is permissible under the Corporation’s xxxxxxx xxxxxxx policies governing sales of Corporation shares and (ii) such transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (c) If any withholding event is other than the issuance of the Shares, or if the Corporation for any reason is unable to collect the applicable Withholding Taxes with respect to the issuance of the Shares through any of the foregoing collection procedures specified in this Section 8available, then the Corporation Participant shall be entitled to require Participant to make a cash payment and/or to deduct from other compensation payable to him or her the amount of such applicable pay any Withholding Taxes. (d) Notwithstanding the foregoing provisions of this Section 8, the employee portion of the federal, state and local employment taxes required to be withheld by the Corporation in connection with the vesting of the Shares or any other amounts hereunder (the “Employment Taxes”) shall in all events be collected from the Participant no later than the last business day of the calendar year in which the Shares or other amounts vest hereunder. Accordingly, to the extent the issuance date for one or more vested Shares or the distribution date for such other amounts is to occur in a year subsequent to the calendar year in which those Shares or other amounts vest hereunder, the Participant shall, on or before the last business day of the calendar year in which the Shares or other amounts vest, deliver to the Corporation a check payable to its order in the dollar amount equal to the Employment Taxes required to be withheld with respect to those the issuance of vested Shares or other amounts. The provisions of this Section 8(d) shall be applicable only hereunder by delivering a check to the extent necessary to comply with Company in the applicable tax withholding requirements amount of Code Section 3121(v)the Withholding Taxes. (d) In no event will any fractional shares be issued. (e) Except as otherwise provided in Section 3The holder of this Award shall not have any stockholder rights, Section 6 including voting or Section 8(b)dividend rights, with respect to the settlement of all Restricted Stock Units that vest under Shares subject to the Award shall be made solely in shares until the Participant becomes the record holder of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, those Shares following their actual issuance after the total number satisfaction of shares of Common Stock to be issued at the time the Award vests shall, to the extent necessary, be rounded down to the next whole share to avoid the issuance of a fractional shareapplicable Withholding Taxes.

Issuance of Shares of Common Stock. (a) Except as otherwise provided in Section 6(d), on any applicable date that Shares are to be issued pursuant to this Agreement, the Corporation shall issue to or on behalf of Participant a certificate (which may be in electronic form) for the vested shares of Common Stock to be issued on that date. (b) The applicable Withholding Taxes with respect to the issued Shares or any other consideration distributed to Participant shall be collected from Participant as and when such taxes become due. Participant may, with respect to the issued Shares, satisfy the applicable Withholding Taxes through one or more of the following methods: (i) The delivery of a separate check payable to the Corporation; (ii) if and to the extent expressly authorized by the Plan Administrator at the time, through a share withholding procedure, pursuant to which the Corporation will automatically withhold, immediately upon the issuance of the Shares, a portion of those Shares with a Fair Market Value (measured as of the issuance date) equal to the amount of such Withholding Taxes (the “Share Withholding Method”); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to supplemental taxable income. Participant will be notified (either in writing or through electronic transmission) of the time or times when the Share Withholding Method will actually be available with respect to one or more vested Shares that become issuable under this Agreement (such notification will also set forth the procedures authorized and established by the Plan Administrator for such purpose); (iii) irrevocable instructions given by Participant to a broker to remit to the Corporation cash, in an amount equal to such Withholding Taxes, from a previously established account Participant maintains with such broker; or (iv) to the extent the Share Withholding Method is not otherwise available at the time one or more vested Shares become issuable, Participant may also satisfy the applicable Withholding Taxes with respect to those Shares through the use of proceeds from a next day sale of the issued Revised 2012.12 7 CLIFF-YEAR VESTING OFFICER XXXXXXXXX PROGRAM PARTICIPANT Shares, provided and only if (i) such a sale is permissible under the Corporation’s xxxxxxx xxxxxxx policies governing sales of Corporation shares and (ii) such transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (c) If any withholding event is other than the issuance of the Shares, or if the Corporation for any reason is unable to collect the applicable Withholding Taxes with respect to the issuance of the Shares through any of the foregoing collection procedures specified in this Section 8, then the Corporation shall be entitled to require Participant to make a cash payment and/or to deduct from other compensation payable to him or her the amount of such applicable Withholding Taxes. (d) Notwithstanding the foregoing provisions of this Section 8, the employee portion of the federal, state and local employment taxes required to be withheld by the Corporation in connection with the vesting of the Shares or any other amounts hereunder (the “Employment Taxes”) shall in all events be collected from the Participant no later than the last business day of the calendar year in which the Shares or other amounts vest hereunder. Accordingly, to the extent the issuance date for one or more vested Shares or the distribution date for such other amounts is to occur in a year subsequent to the calendar year in which those Shares or other amounts vest hereunder, the Participant shall, on or before the last business day of the calendar year in which the Shares or other amounts vest, deliver to the Corporation a check payable to its order in the dollar amount equal to the Employment Taxes required to be withheld with respect to those Shares or other amounts. The provisions of this Section 8(d) shall be applicable only to the extent necessary to comply with the applicable tax withholding requirements of Code Section 3121(v). (e) Except as otherwise provided in Section 3, Section 6 or Section 8(b), the settlement of all Restricted Stock Units that vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued at the time the Award vests shall, to the extent necessary, be rounded down to the next whole share to avoid the issuance of a fractional share.

Issuance of Shares of Common Stock. (a) Except as otherwise provided in Section 6(d6(c), on any each applicable date that Shares are to be issued pursuant to the provisions of Section 1, 3 or 6 of this Agreement, the Corporation shall issue to or on behalf of Participant a certificate (which may be in electronic form) for the vested shares of Common Stock to be issued on that date. (b) The applicable Withholding Taxes with respect to the issued Shares or any other consideration distributed to Participant shall be collected from Participant as and when such taxes become due. Participant may, with respect to the issued Shares, satisfy the applicable Withholding Taxes through one or more of the following methods: (i) The delivery of a separate check payable to the Corporation; (ii) if and to the extent expressly authorized by the Plan Administrator at the time, through a share withholding procedure, pursuant to which the Corporation will automatically withhold, immediately upon the issuance of the Shares, a portion of those Shares with a Fair Market Value (measured as of the issuance date) equal to the amount of such Withholding Taxes (the “Share Withholding Method”); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to supplemental taxable income. Participant will be notified (either in writing or through electronic transmission) of the time or times when the Share Withholding Method will actually be available with respect to one or more vested Shares that become issuable under this Agreement (such notification will also set forth the procedures authorized and established by the Plan Administrator for such purpose);; or (iiiii) irrevocable instructions given by Participant to a broker to remit to the Corporation cash, in an amount equal to such Withholding Taxes, from a previously established account Participant maintains with such broker; or (iviii) to the extent the Share Withholding Method is not otherwise available at the time one or more vested Shares become issuable, Participant may also satisfy the applicable Withholding Taxes with respect to those Shares through the use of proceeds from a next day sale of the issued Shares, provided and only if (i) such a sale is permissible under the Corporation’s xxxxxxx xxxxxxx policies governing sales of Corporation shares and (ii) such transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (c) If any withholding event is occurs other than with respect to the issuance of the Shares, or if the Corporation for any reason is unable to collect the applicable Withholding Taxes with respect to the issuance of the Shares through any of the foregoing collection procedures specified in this Section 8, then the Corporation shall be entitled to require Participant to make a cash payment and/or to deduct from other compensation payable to him or her the amount of such applicable Withholding Taxes. (d) Notwithstanding the foregoing provisions of this Section 8, the employee portion of the federal, state and local employment taxes required to be withheld by the Corporation in connection with the vesting of the Shares or any other amounts hereunder (the “Employment Taxes”) shall in all events be collected from the Participant no later than the last business day of the calendar year in which the Shares or other amounts vest hereunder. Accordingly, to the extent the issuance date for one or more vested Shares or the distribution date for such other amounts is to occur in a year subsequent to the calendar year in which those Shares or other amounts vest hereunder, the Participant shall, on or before the last business day of the calendar year in which the Shares or other amounts vest, deliver to the Corporation a check payable to its order in the dollar amount equal to the Employment Taxes required to be withheld with respect to those Shares or other amounts. The provisions of this Section 8(d) shall be applicable only to the extent necessary to comply with the applicable tax withholding requirements of Code Section 3121(v). (e) Except as otherwise provided in Section 3, Section 6 or Section 8(b), the settlement of all Restricted Stock Units that vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued at the time the Award vests shall, to the extent necessary, be rounded down to the next whole share to avoid the issuance of a fractional share.

Issuance of Shares of Common Stock. (a) Except As soon as otherwise provided administratively practicable following the date the Shares vest in Section 6(d), on any applicable date that Shares are to be issued pursuant to accordance with the provisions of this Agreement, and in any event within 21/2 months after the last day of any calendar quarter in which any Shares subject to the Award became vested, the Corporation shall issue to or on behalf of the Participant a certificate (which may be in electronic form) for the vested shares of Common Stock to be issued which vest on that date. (b) date under the Award and shall concurrently distribute to the Participant any phantom dividend equivalents with respect to those Shares, subject in each instance to the Corporation's collection of the applicable Withholding Taxes. The applicable Corporation shall collect the Withholding Taxes with respect to the issued Shares or any other consideration distributed phantom dividend equivalents by withholding a portion of that distribution equal to Participant the amount of the applicable Withholding Taxes, with the cash portion of the distribution to be the first portion so withheld. The Corporation shall be collected from Participant as and when such taxes become due. Participant may, collect the Withholding Taxes with respect to the issued Shares, satisfy the applicable Withholding Taxes vested Shares through one or more of the following methods: (i) The delivery of a separate check payable to the Corporation; (ii) if and to the extent expressly authorized by the Plan Administrator at the time, through a share an automatic Share withholding procedure, procedure pursuant to which the Corporation will automatically withhold, immediately upon as the issuance of Shares vest under the SharesAward, a portion of those vested Shares with a Fair Market Value (measured as of the issuance vesting date) equal to the amount of such Withholding Taxes (the “"Share Withholding Method”"); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s 's required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to supplemental taxable income. Participant will shall be notified (either in writing or through electronic transmission) of in the time or times when the Share Withholding Method will actually be available with respect to one or more vested Shares that become issuable under this Agreement (event such notification will also set forth the procedures authorized and established by the Plan Administrator for such purpose); (iii) irrevocable instructions given by Participant to a broker to remit to the Corporation cash, in an amount equal to such Withholding Taxes, from a previously established account Participant maintains with such broker; or (iv) to the extent the Share Withholding Method is not otherwise available at the time one or more vested Shares become issuable, Participant may also satisfy the applicable Withholding Taxes with respect to those Shares through the use of proceeds from a next day sale of the issued Shares, provided and only if (i) such a sale is permissible under the Corporation’s xxxxxxx xxxxxxx policies governing sales of Corporation shares and (ii) such transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002no longer available. (c) If any withholding event is other than the issuance of the Shares, or if the Corporation for any reason is unable to collect the applicable Withholding Taxes with respect to the issuance of the Shares through any of the foregoing collection procedures specified in this Section 8, then the Corporation shall be entitled to require Participant to make a cash payment and/or to deduct from other compensation payable to him or her the amount of such applicable Withholding Taxes. (d) Notwithstanding the foregoing provisions of this Section 8, the employee portion of the federal, state and local employment taxes required to be withheld by the Corporation in connection with the vesting of the Shares or any other amounts hereunder (the “Employment Taxes”) shall in all events be collected from the Participant no later than the last business day of the calendar year in which the Shares or other amounts vest hereunder. Accordingly, to the extent the issuance date for one or more vested Shares or the distribution date for such other amounts is to occur in a year subsequent to the calendar year in which those Shares or other amounts vest hereunder, the Participant shall, on or before the last business day of the calendar year in which the Shares or other amounts vest, deliver to the Corporation a check payable to its order in the dollar amount equal to the Employment Taxes required to be withheld with respect to those Shares or other amounts. The provisions of this Section 8(d) shall be applicable only to the extent necessary to comply with the applicable tax withholding requirements of Code Section 3121(v). (eb) Except as otherwise provided in Section 3, Section 6 or Section 8(bParagraph 8(a), the settlement of all Restricted Stock Units that which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued at the time the Award vests shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share.

Issuance of Shares of Common Stock. (a) Except as otherwise provided On each applicable Issuance Date for the Restricted Stock Units that vest in Section 6(d), on any applicable date that Shares are to be issued pursuant to accordance with the provisions of this Agreement, the Corporation shall issue to or on behalf of the Participant a certificate (which may be in electronic form) or provide for book entry for the vested shares of Common Stock to be issued on that such date, subject to the Corporation’s collection of the applicable Withholding Taxes. (b) The applicable Withholding Taxes Until such time as the Corporation provides the Participant with respect notice to the issued Shares or any other consideration distributed to Participant contrary, the Corporation shall be collected from Participant as and when such taxes become due. Participant may, with respect to the issued Shares, satisfy collect the applicable Withholding Taxes through one or more of the following methods: (i) The delivery of a separate check payable to the Corporation; (ii) if and to the extent expressly authorized by the Plan Administrator at the time, through a an automatic share withholding procedure, procedure pursuant to which the Corporation will automatically withhold, immediately upon on the issuance of applicable Issuance Date for the SharesRestricted Stock Units that vest under the Award, a portion of those Shares vested Restricted Stock Units with a Fair Market Value (measured as of the issuance dateapplicable tax date for such shares) equal to the amount of such Withholding Taxes (the “Share Withholding Method”); provided, however, that the amount of any Shares Restricted Stock Units so withheld shall not exceed the amount necessary to satisfy the Corporation’s required tax withholding obligations using the minimum maximum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to supplemental taxable incomerates. The Participant will shall be notified (either in writing or through electronic transmission) of in the time or times when the event such Share Withholding Method will actually be available with respect to one or more vested Shares that become issuable under this Agreement (such notification will also set forth the procedures authorized and established by the Plan Administrator for such purpose);is no longer available. (iiic) irrevocable instructions given by Participant to a broker to remit to Should any Restricted Stock Units vest under the Corporation cash, in an amount equal to such Withholding Taxes, from a previously established account Participant maintains with such broker; or (iv) to the extent Award when the Share Withholding Method is not otherwise available at available, then the time one or more vested Shares become issuable, Participant may also satisfy the applicable Withholding Taxes with respect shall be collected from the Participant through any, or any combination, of the following alternatives: (i) the Participant’s delivery of his or her separate check payable to those Shares through the Corporation or the Subsidiary employing the Participant in the amount of such Withholding Taxes, (ii) the use of the proceeds from a next next-day sale of the shares of Common Stock issued Sharesto the Participant, provided and only if (i) such a sale is permissible under the Corporation’s xxxxxxx xxxxxxx trading policies governing sales the sale of Corporation Common Stock, (ii) the Participant makes an irrevocable commitment, on or before the vesting date for those shares, to effect such sale of the shares and (iiiii) such the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002., or (ciii) If any withholding event is other than the issuance deduction of the Shares, or if the Corporation for any reason is unable to collect the applicable such Withholding Taxes with respect from any payments of remuneration made to the issuance of Participant on or after the Shares through any of the foregoing collection procedures specified in this Section 8, then the Corporation shall be entitled to require Participant to make a cash payment and/or to deduct from other compensation payable to him or her the amount of date that such applicable Withholding TaxesTaxes arise. (d) Notwithstanding the foregoing provisions of this Section 8, the employee portion of the federal, state and local employment taxes required to be withheld by the Corporation in connection with the vesting of the Shares or any other amounts hereunder (the “Employment Taxes”) shall in all events be collected from the Participant no later than the last business day of the calendar year in which the Shares or other amounts vest hereunder. Accordingly, to the extent the issuance date for one or more vested Shares or the distribution date for such other amounts is to occur in a year subsequent to the calendar year in which those Shares or other amounts vest hereunder, the Participant shall, on or before the last business day of the calendar year in which the Shares or other amounts vest, deliver to the Corporation a check payable to its order in the dollar amount equal to the Employment Taxes required to be withheld with respect to those Shares or other amounts. The provisions of this Section 8(d) shall be applicable only to the extent necessary to comply with the applicable tax withholding requirements of Code Section 3121(v). (e) Except as otherwise provided in Section 3, Section 6 Paragraph 5 or Section 8(b)Paragraph 6, the settlement of all Restricted Stock Units that which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any No fractional shares be issued. Accordingly, the total number of shares share of Common Stock to shall be issued at pursuant to this Award, and any fractional share resulting from any calculation made in accordance with the time the Award vests shall, to the extent necessary, terms of this Agreement shall be rounded down to the next whole share to avoid the issuance of a fractional shareCommon Stock.

Issuance of Shares of Common Stock. (a) Except as otherwise provided On each applicable Issuance Date for the PSUs which vest in Section 6(d), on any applicable date that Shares are to be issued pursuant to accordance with the provisions of this Agreement, the Corporation shall issue to or on behalf of the Participant a certificate (which may be in electronic form) or provide for book entry for the vested shares of Common Stock to be issued on that such date, subject to the Corporation’s collection of the applicable Withholding Taxes. (b) The applicable Withholding Taxes with respect to the issued Shares or any other consideration distributed to Participant Corporation shall be collected from Participant as and when such taxes become due. Participant may, with respect to the issued Shares, satisfy collect the applicable Withholding Taxes through one or more of the following methods: (i) The delivery of a separate check payable to the Corporation; (ii) if and to the extent expressly authorized by the Plan Administrator at the time, through a an automatic share withholding procedure, procedure pursuant to which the Corporation will automatically withhold, immediately upon on the issuance of applicable Issuance Date for the SharesPSUs that vest under the Award, a portion of those Shares vested PSUs with a Fair Market Value fair market value (measured as of the issuance dateapplicable tax date for such shares) equal to the amount of such Withholding Taxes (the “Share Withholding Method”); provided, however, that the amount of any Shares PSUs so withheld shall not exceed the amount necessary to satisfy the Corporation’s required tax withholding obligations using the minimum maximum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are could be applicable to supplemental taxable income. Participant income (or such other rate that will be notified not cause an adverse accounting consequence or cost). (either in writing or through electronic transmissionc) For Participants who are not subject to Section 16 of the time or times 1934 Act, should any PSUs vest under the Award when the Share Withholding Method will actually be available with respect to one or more vested Shares that become issuable under this Agreement (such notification will also set forth the procedures authorized and established by the Plan Administrator for such purpose); (iii) irrevocable instructions given by Participant to a broker to remit to the Corporation cash, in an amount equal to such Withholding Taxes, from a previously established account Participant maintains with such broker; or (iv) to the extent the Share Withholding Method is not otherwise available at available, then the time one or more vested Shares become issuable, Participant may also satisfy the applicable Withholding Taxes with respect shall be collected from the Participant through either of the following alternatives: (i) the Participant’s delivery of his or her separate check payable to those Shares through the Corporation in the amount of such Withholding Taxes, or (ii) the use of the proceeds from a next next-day sale of the shares of Common Stock issued Sharesto the Participant, provided and only if (iA) such a sale is permissible under the Corporation’s xxxxxxx xxxxxxx trading policies governing sales the sale of Corporation Common Stock, (B) the Participant makes an irrevocable commitment, on or before the vesting date for those shares, to effect such sale of the shares and (iiC) such the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (cd) If The Corporation shall concurrently, with each payment of vested PSUs in accordance with the foregoing provisions of this Paragraph 8, distribute to the Participant any withholding event is other than the issuance of the Shares, or if the outstanding phantom dividend equivalents credited with respect to those PSUs. The Corporation for any reason is unable to shall collect the applicable Withholding Taxes with respect to the issuance each distribution of the Shares through any such phantom dividend equivalents by withholding a portion of the foregoing collection procedures specified in this Section 8, then the Corporation shall be entitled that distribution equal to require Participant to make a cash payment and/or to deduct from other compensation payable to him or her the amount of such the applicable Withholding Taxes. (d) Notwithstanding , with the foregoing provisions of this Section 8, the employee cash portion of the federal, state and local employment taxes required distribution to be withheld by the first portion so withheld, or through such other tax withholding arrangement as the Corporation in connection with the vesting of the Shares or any other amounts hereunder (the “Employment Taxes”) shall in all events be collected from the Participant no later than the last business day of the calendar year in which the Shares or other amounts vest hereunder. Accordingly, to the extent the issuance date for one or more vested Shares or the distribution date for such other amounts is to occur in a year subsequent to the calendar year in which those Shares or other amounts vest hereunder, the Participant shall, on or before the last business day of the calendar year in which the Shares or other amounts vest, deliver to the Corporation a check payable to its order in the dollar amount equal to the Employment Taxes required to be withheld with respect to those Shares or other amounts. The provisions of this Section 8(d) shall be applicable only to the extent necessary to comply with the applicable tax withholding requirements of Code Section 3121(v)deems appropriate. (e) Except as otherwise provided in Section 3, Section 6 Paragraph 5 or Section 8(b)6, the settlement of all Restricted Stock Units that PSUs which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any No fractional shares be issued. Accordingly, the total number of shares share of Common Stock to shall be issued at pursuant to this Award, and any fractional share resulting from any calculation made in accordance with the time the Award vests shall, to the extent necessary, terms of this Agreement shall be rounded down to the next whole share to avoid the issuance of a fractional shareCommon Stock.

Issuance of Shares of Common Stock. (a) Except as otherwise provided On each applicable Issuance Date for the Restricted Stock Units which vest in Section 6(d), on any applicable date that Shares are to be issued pursuant to accordance with the provisions of this Agreement, the Corporation shall issue to or on behalf of the Participant a certificate (which may be in electronic form) or provide for book entry for the vested shares of Common Stock to be issued on that such date, subject to the Corporation’s collection of the applicable Withholding Taxes. (b) The applicable Withholding Taxes Until such time as the Corporation provides the Participant with respect notice to the issued Shares or any other consideration distributed to Participant contrary, the Corporation shall be collected from Participant as and when such taxes become due. Participant may, with respect to the issued Shares, satisfy collect the applicable Withholding Taxes through one or more of the following methods: (i) The delivery of a separate check payable to the Corporation; (ii) if and to the extent expressly authorized by the Plan Administrator at the time, through a an automatic share withholding procedure, procedure pursuant to which the Corporation will automatically withhold, immediately upon on the issuance of applicable Issuance Date for the SharesRestricted Stock Units that vest under the Award, a portion of those Shares vested Restricted Stock Units with a Fair Market Value (measured as of the issuance dateapplicable tax date for such shares) equal to the amount of such Withholding Taxes (the “Share Withholding Method”); provided, however, that the amount of any Shares Restricted Stock Units so withheld shall not exceed the amount necessary to satisfy the Corporation’s required tax withholding obligations using the minimum maximum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are could be applicable to supplemental taxable incomeincome (or such other rate that will not cause an adverse accounting consequence or cost). The Participant will shall be notified (either in writing or through electronic transmission) of in the time or times when the event such Share Withholding Method will actually be available with respect to one or more vested Shares that become issuable under this Agreement (such notification will also set forth the procedures authorized and established by the Plan Administrator for such purpose);is no longer available. (iiic) irrevocable instructions given by Participant to a broker to remit to Should any Restricted Stock Units vest under the Corporation cash, in an amount equal to such Withholding Taxes, from a previously established account Participant maintains with such broker; or (iv) to the extent Award when the Share Withholding Method is not otherwise available at available, then the time one or more vested Shares become issuable, Participant may also satisfy the applicable Withholding Taxes with respect shall be collected from the Participant through either of the following alternatives: (i) the Participant’s delivery of his or her separate check payable to those Shares through the Corporation in the amount of such Withholding Taxes, or (ii) the use of the proceeds from a next next-day sale of the shares of Common Stock issued Sharesto the Participant, provided and only if (i) such a sale is permissible under the Corporation’s xxxxxxx xxxxxxx trading policies governing sales the sale of Corporation Common Stock, (ii) the Participant makes an irrevocable commitment, on or before the vesting date for those shares, to effect such sale of the shares and (iiiii) such the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (cd) If The Corporation shall concurrently, with each payment of vested Restricted Stock Units in accordance with the foregoing provisions of this Paragraph 7, distribute to the Participant any withholding event is other than the issuance of the Shares, or if the outstanding phantom dividend equivalents credited with respect to those Restricted Stock Units. The Corporation for any reason is unable to shall collect the applicable Withholding Taxes with respect to the issuance each distribution of the Shares through any such phantom dividend equivalents by withholding a portion of the foregoing collection procedures specified in this Section 8, then the Corporation shall be entitled that distribution equal to require Participant to make a cash payment and/or to deduct from other compensation payable to him or her the amount of such the applicable Withholding Taxes. (d) Notwithstanding , with the foregoing provisions of this Section 8, the employee cash portion of the federal, state and local employment taxes required distribution to be withheld by the first portion so withheld, or through such other tax withholding arrangement as the Corporation in connection with the vesting of the Shares or any other amounts hereunder (the “Employment Taxes”) shall in all events be collected from the Participant no later than the last business day of the calendar year in which the Shares or other amounts vest hereunder. Accordingly, to the extent the issuance date for one or more vested Shares or the distribution date for such other amounts is to occur in a year subsequent to the calendar year in which those Shares or other amounts vest hereunder, the Participant shall, on or before the last business day of the calendar year in which the Shares or other amounts vest, deliver to the Corporation a check payable to its order in the dollar amount equal to the Employment Taxes required to be withheld with respect to those Shares or other amounts. The provisions of this Section 8(d) shall be applicable only to the extent necessary to comply with the applicable tax withholding requirements of Code Section 3121(v)deems appropriate. (e) Except as otherwise provided in Section 3, Section 6 Paragraph 5 or Section 8(b)6, the settlement of all Restricted Stock Units that which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any No fractional shares be issued. Accordingly, the total number of shares share of Common Stock to shall be issued at pursuant to this Award, and any fractional share resulting from any calculation made in accordance with the time the Award vests shall, to the extent necessary, terms of this Agreement shall be rounded down to the next whole share to avoid the issuance of a fractional shareCommon Stock.

Issuance of Shares of Common Stock. (a) Except As soon as otherwise provided in Section 6(d), on administratively practicable following the applicable vesting date of any applicable date that Shares are to be issued pursuant to this Agreementportion of the Award, the Corporation shall issue to or on behalf of the Participant a certificate (which may be in electronic form) for the vested applicable number of underlying shares of Common Stock Stock; provided that the Corporation’s obligation to deliver the Shares which vest under this Award shall be subject to the Corporation’s collection of the applicable Withholding Taxes. Such Withholding Taxes shall be collected in accordance with the following procedure: • On each date vested Shares are to be issued on that date. (b) The applicable Withholding Taxes with respect to the issued Shares or any other consideration distributed to Participant shall be collected from Participant as and when such taxes become due. Participant mayunder this Agreement, with respect to the issued Shares, satisfy the applicable Withholding Taxes through one or more of the following methods: (i) The delivery of a separate check payable to the Corporation; (ii) if and to the extent expressly authorized by the Plan Administrator at the time, through a share withholding procedure, pursuant to which the Corporation will shall automatically withhold, immediately upon the issuance of the Shares, withhold a portion of those vested Shares with a Fair Market Value (measured as of the issuance such vesting date) equal to the amount of the applicable Withholding Taxes and shall deposit a cash amount equal to the Fair Market Value of those withheld shares with the appropriate taxing authorities in satisfaction of such Withholding Taxes (the “Share Withholding Method”)Taxes; provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to supplemental taxable income. To the extent any Shares are converted into a cash amount in connection with a Change in Control, then on each date such cash is to be distributed to the Participant will be notified (either in writing or through electronic transmission) of the time or times when the Share Withholding Method will actually be available with respect to one or more vested Shares that become issuable under this Agreement (such notification will also set forth the procedures authorized and established by the Plan Administrator for such purpose); (iii) irrevocable instructions given by Participant to a broker to remit to Agreement, the Corporation cash, in an shall withhold from that cash distribution the amount equal necessary to such Withholding Taxes, from a previously established account Participant maintains with such broker; or (iv) to the extent the Share Withholding Method is not otherwise available at the time one or more vested Shares become issuable, Participant may also satisfy the applicable Withholding Taxes with respect to those Shares through the use of proceeds from a next day sale of the issued SharesTaxes, provided and only if (i) such a sale is permissible under the Corporation’s xxxxxxx xxxxxxx policies governing sales of Corporation shares and (ii) such transaction is not otherwise deemed remaining amount shall be distributed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002Participant. (c) If any withholding event is other than the issuance of the Shares, or if the Corporation for any reason is unable to collect the applicable Withholding Taxes with respect to the issuance of the Shares through any of the foregoing collection procedures specified in this Section 8, then the Corporation shall be entitled to require Participant to make a cash payment and/or to deduct from other compensation payable to him or her the amount of such applicable Withholding Taxes. (d) Notwithstanding the foregoing provisions of this Section 8, the employee portion of the federal, state and local employment taxes required to be withheld by the Corporation in connection with the vesting of the Shares or any other amounts hereunder (the “Employment Taxes”) shall in all events be collected from the Participant no later than the last business day of the calendar year in which the Shares or other amounts vest hereunder. Accordingly, to the extent the issuance date for one or more vested Shares or the distribution date for such other amounts is to occur in a year subsequent to the calendar year in which those Shares or other amounts vest hereunder, the Participant shall, on or before the last business day of the calendar year in which the Shares or other amounts vest, deliver to the Corporation a check payable to its order in the dollar amount equal to the Employment Taxes required to be withheld with respect to those Shares or other amounts. The provisions of this Section 8(d) shall be applicable only to the extent necessary to comply with the applicable tax withholding requirements of Code Section 3121(v). (eb) Except as otherwise provided in Section 3, Section 6 Paragraph 5 or Section 8(b)this Paragraph 7, the settlement of all Restricted Stock Units that which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued at the time the Award vests shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share.

Issuance of Shares of Common Stock. (a) Except as otherwise provided On each applicable Issuance Date for the Restricted Stock Units which vest in Section 6(d), on any applicable date that Shares are to be issued pursuant to accordance with the provisions of this Agreement, the Corporation shall issue to or on behalf of the Participant a certificate (which may be in electronic form) or provide for book entry for the vested shares of Common Stock to be issued on that such date, subject to the Corporation’s collection of the applicable Withholding Taxes. (b) The applicable Withholding Taxes Until such time as the Corporation provides the Participant with respect notice to the issued Shares or any other consideration distributed to Participant contrary, the Corporation shall be collected from Participant as and when such taxes become due. Participant may, with respect to the issued Shares, satisfy collect the applicable Withholding Taxes through one or more of the following methods: (i) The delivery of a separate check payable to the Corporation; (ii) if and to the extent expressly authorized by the Plan Administrator at the time, through a an automatic share withholding procedure, procedure pursuant to which the Corporation will automatically withhold, immediately upon on the issuance of applicable Issuance Date for the SharesRestricted Stock Units that vest under the Award, a portion of those Shares vested Restricted Stock Units with a Fair Market Value (measured as of the issuance dateapplicable tax date for such shares) equal to the amount of such Withholding Taxes (the “Share Withholding Method”); provided, however, that the amount of any Shares Restricted Stock Units so withheld shall not exceed the amount necessary to satisfy the Corporation’s Corporation‘s required tax withholding obligations using the minimum maximum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are could be applicable to supplemental taxable income. (or such other rate that will not cause an adverse accounting consequence or cost). The Participant will shall be notified (either in writing or through electronic transmission) of in the time or times when the event such Share Withholding Method will actually be available with respect to one or more vested Shares that become issuable under this Agreement (such notification will also set forth the procedures authorized and established by the Plan Administrator for such purpose);is no longer available. (iiic) irrevocable instructions given by Participant to a broker to remit to Should any Restricted Stock Units vest under the Corporation cash, in an amount equal to such Withholding Taxes, from a previously established account Participant maintains with such broker; or (iv) to the extent Award when the Share Withholding Method is not otherwise available at available, then the time one or more vested Shares become issuable, Participant may also satisfy the applicable Withholding Taxes with respect shall be collected from the Participant through either of the following alternatives: (i) the Participant’s delivery of his or her separate check payable to those Shares through the Corporation in the amount of such Withholding Taxes, or (ii) the use of the proceeds from a next next-day sale of the shares of Common Stock issued Sharesto the Participant, provided and only if (i) such a sale is permissible under the Corporation’s xxxxxxx xxxxxxx trading policies governing sales the sale of Corporation Common Stock, (ii) the Participant makes an irrevocable commitment, on or before the vesting date for those shares, to effect such sale of the shares and (iiiii) such the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (cd) If The Corporation shall concurrently, with each payment of vested Restricted Stock Units in accordance with the foregoing provisions of this Paragraph 7, distribute to the Participant any withholding event is other than the issuance of the Shares, or if the outstanding phantom dividend equivalents credited with respect to those Restricted Stock Units. The Corporation for any reason is unable to shall collect the applicable Withholding Taxes with respect to the issuance each distribution of the Shares through any such phantom dividend equivalents by withholding a portion of the foregoing collection procedures specified in this Section 8, then the Corporation shall be entitled that distribution equal to require Participant to make a cash payment and/or to deduct from other compensation payable to him or her the amount of such the applicable Withholding Taxes. (d) Notwithstanding , with the foregoing provisions of this Section 8, the employee cash portion of the federal, state and local employment taxes required distribution to be withheld by the first portion so withheld, or through such other tax withholding arrangement as the Corporation in connection with the vesting of the Shares or any other amounts hereunder (the “Employment Taxes”) shall in all events be collected from the Participant no later than the last business day of the calendar year in which the Shares or other amounts vest hereunder. Accordingly, to the extent the issuance date for one or more vested Shares or the distribution date for such other amounts is to occur in a year subsequent to the calendar year in which those Shares or other amounts vest hereunder, the Participant shall, on or before the last business day of the calendar year in which the Shares or other amounts vest, deliver to the Corporation a check payable to its order in the dollar amount equal to the Employment Taxes required to be withheld with respect to those Shares or other amounts. The provisions of this Section 8(d) shall be applicable only to the extent necessary to comply with the applicable tax withholding requirements of Code Section 3121(v)deems appropriate. (e) Except as otherwise provided in Section 3, Section 6 Paragraph 5 or Section 8(b)6, the settlement of all Restricted Stock Units that which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any No fractional shares be issued. Accordingly, the total number of shares share of Common Stock to shall be issued at pursuant to this Award, and any fractional share resulting from any calculation made in accordance with the time the Award vests shall, to the extent necessary, terms of this Agreement shall be rounded down to the next whole share to avoid the issuance of a fractional shareCommon Stock.

Issuance of Shares of Common Stock. (a) The Shares in which Participant vests in accordance with the provisions of Paragraph 3 shall be issued in accordance with the following provisions: (i) If the applicable Performance Period is coincidental with one or more successive complete calendar years, the Shares shall be issued during the period beginning with the first business day of the calendar year immediately succeeding the end of the Performance Period and ending on March 15 of that year. (ii) If the applicable Performance Period ends on a date other than the last day of the calendar year, then the Shares shall be issued as soon as administratively practicable following the completion of that Performance Period, but no later than the later of (A) the last day of the calendar year in which such Performance Period ends or (B) the fifteenth (15th) day of the third (3rd) calendar month following the last of day of such Performance Period. (iii) Except as otherwise provided in Section 6(dParagraph 5(c) or 5(d), on any applicable date that no Shares are to shall be issued pursuant prior to this Agreement, the Corporation shall issue to or on behalf completion of Participant a certificate (which may be in electronic form) for the vested shares of Common Stock to be issued on that datePerformance Period. (b) Any Shares to be issued to Participant in accordance with the foregoing provisions of Paragraph 8(a) shall be in the form of a book entry evidencing ownership of those Shares. Actual certificates for the vested Shares evidenced by book entry ownership shall be promptly delivered upon the request of Participant or any other person having an interest at the time in those Shares. (c) The applicable Corporation shall collect the Withholding Taxes with respect to each distribution of phantom dividend equivalents by withholding a portion of that distribution equal to the issued Shares or any other consideration distributed to Participant shall be collected from Participant as and when such taxes become due. Participant mayamount of the applicable Withholding Taxes, with respect the cash portion of the distribution to be the issued first portion so withheld. (d) Unless Participant (i) otherwise makes satisfactory arrangements with the Corporation’s Human Resources Department, on or before the expiration of the designated notification period preceding the applicable vesting date of the Shares, satisfy to pay the applicable Withholding Taxes through one or more of the following methods: (i) The delivery of a separate check payable to the Corporation; Corporation in the amount of such Withholding Taxes and (ii) if and in fact delivers such check to the extent expressly authorized by Corporation not later than that vesting date, the Plan Administrator at Corporation shall collect the time, applicable Withholding Taxes through a the following automatic share withholding proceduremethod: - On the applicable issuance date, pursuant to which the Corporation will automatically shall withhold, immediately upon from the issuance of the Sharesvested Shares otherwise issuable to Participant at that time, a portion of those Shares with a Fair Market Value (measured as of the issuance date) equal to the amount of such applicable Withholding Taxes (the “Share Withholding Method”)Taxes; provided, however, that the amount number of any Shares which the Corporation shall be required to so withheld withhold shall not exceed in Fair Market Value the amount necessary to satisfy the Corporation’s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to supplemental taxable income. Participant will be notified (either in writing or through electronic transmission) of the time or times when the Share Withholding Method will actually be available with respect to one or more vested Shares that become issuable under this Agreement (such notification will also set forth the procedures authorized and established by the Plan Administrator for such purpose); (iii) irrevocable instructions given by Participant to a broker to remit to the Corporation cash, in an amount equal to such Withholding Taxes, from a previously established account Participant maintains with such broker; or (iv) to the extent the Share Withholding Method is not otherwise available at the time one or more vested Shares become issuable, Participant may also satisfy the applicable Withholding Taxes with respect to those Shares through the use of proceeds from a next day sale of the issued Shares, provided and only if (i) such a sale is permissible under the Corporation’s xxxxxxx xxxxxxx policies governing sales of Corporation shares and (ii) such transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (c) If any withholding event is other than the issuance of the Shares, or if the Corporation for any reason is unable to collect the applicable Withholding Taxes with respect to the issuance of the Shares through any of the foregoing collection procedures specified in this Section 8, then the Corporation shall be entitled to require Participant to make a cash payment and/or to deduct from other compensation payable to him or her the amount of such applicable Withholding Taxes. (d) Notwithstanding the foregoing provisions of this Section 8, the employee portion of the federal, state and local employment taxes required to be withheld by the Corporation in connection with the vesting of the Shares or any other amounts hereunder (the “Employment Taxes”) shall in all events be collected from the Participant no later than the last business day of the calendar year in which the Shares or other amounts vest hereunder. Accordingly, to the extent the issuance date for one or more vested Shares or the distribution date for such other amounts is to occur in a year subsequent to the calendar year in which those Shares or other amounts vest hereunder, the Participant shall, on or before the last business day of the calendar year in which the Shares or other amounts vest, deliver to the Corporation a check payable to its order in the dollar amount equal to the Employment Taxes required to be withheld with respect to those Shares or other amounts. The provisions of this Section 8(d) shall be applicable only to the extent necessary to comply with the applicable tax withholding requirements of Code Section 3121(v). (e) Except as otherwise provided in Section 3, Section 6 Paragraph 5 or Section 8(b)this Paragraph 8, the settlement of all Restricted Stock Units that restricted stock units which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued at the time the Award vests shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share.

Issuance of Shares of Common Stock. (a) Except as otherwise provided a. On each applicable Issuance Date for the PSUs which vest in Section 6(d), on any applicable date that Shares are to be issued pursuant to accordance with the provisions of this Agreement, the Corporation shall issue to or on behalf of the Participant a certificate (which may be in electronic form) or provide for book entry for the vested shares of Common Stock to be issued on that such date, subject to the Corporation’s collection of the applicable Withholding Taxes. (b) b. The applicable Withholding Taxes with respect to the issued Shares or any other consideration distributed to Participant Corporation shall be collected from Participant as and when such taxes become due. Participant may, with respect to the issued Shares, satisfy collect the applicable Withholding Taxes through one or more of the following methods: (i) The delivery of a separate check payable to the Corporation; (ii) if and to the extent expressly authorized by the Plan Administrator at the time, through a an automatic share withholding procedure, procedure pursuant to which the Corporation will automatically withhold, immediately upon on the issuance of applicable Issuance Date for the SharesPSUs that vest under the Award, a portion of those Shares vested PSUs with a Fair Market Value fair market value (measured as of the issuance dateapplicable tax date for such shares) equal to the amount of such Withholding Taxes (the “Share Withholding Method”); provided, however, that the amount of any Shares PSUs so withheld shall not exceed the amount necessary to satisfy the Corporation’s Corporation‘s required tax withholding obligations using the minimum maximum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are could be applicable to supplemental taxable income. Participant income (or such other rate that will be notified (either in writing not cause an adverse accounting consequence or through electronic transmission) cost). c. For Participants who are not subject to Section 16 of the time or times 1934 Act, should any PSUs vest under the Award when the Share Withholding Method will actually be available with respect to one or more vested Shares that become issuable under this Agreement (such notification will also set forth the procedures authorized and established by the Plan Administrator for such purpose); (iii) irrevocable instructions given by Participant to a broker to remit to the Corporation cash, in an amount equal to such Withholding Taxes, from a previously established account Participant maintains with such broker; or (iv) to the extent the Share Withholding Method is not otherwise available at available, then the time one or more vested Shares become issuable, Participant may also satisfy the applicable Withholding Taxes with respect shall be collected from the Participant through either of the following alternatives: (i) the Participant’s delivery of his or her separate check payable to those Shares through the Corporation in the amount of such Withholding Taxes, or (ii) the use of the proceeds from a next next-day sale of the shares of Common Stock issued Sharesto the Participant, provided and only if (iA) such a sale is permissible under the Corporation’s xxxxxxx xxxxxxx trading policies governing sales the sale of Corporation Common Stock, (B) the Participant makes an irrevocable commitment, on or before the vesting date for those shares, to effect such sale of the shares and (iiC) such the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (c) If d. The Corporation shall concurrently, with each payment of vested PSUs in accordance with the foregoing provisions of this Paragraph 8, distribute to the Participant any withholding event is other than the issuance of the Shares, or if the outstanding phantom dividend equivalents credited with respect to those PSUs. The Corporation for any reason is unable to shall collect the applicable Withholding Taxes with respect to the issuance each distribution of the Shares through any such phantom dividend equivalents by withholding a portion of the foregoing collection procedures specified in this Section 8, then the Corporation shall be entitled that distribution equal to require Participant to make a cash payment and/or to deduct from other compensation payable to him or her the amount of such the applicable Withholding Taxes. (d) Notwithstanding , with the foregoing provisions of this Section 8, the employee cash portion of the federal, state and local employment taxes required distribution to be withheld by the first portion so withheld, or through such other tax withholding arrangement as the Corporation in connection with the vesting of the Shares or any other amounts hereunder (the “Employment Taxes”) shall in all events be collected from the Participant no later than the last business day of the calendar year in which the Shares or other amounts vest hereunder. Accordingly, to the extent the issuance date for one or more vested Shares or the distribution date for such other amounts is to occur in a year subsequent to the calendar year in which those Shares or other amounts vest hereunder, the Participant shall, on or before the last business day of the calendar year in which the Shares or other amounts vest, deliver to the Corporation a check payable to its order in the dollar amount equal to the Employment Taxes required to be withheld with respect to those Shares or other amounts. The provisions of this Section 8(d) shall be applicable only to the extent necessary to comply with the applicable tax withholding requirements of Code Section 3121(v)deems appropriate. (e) e. Except as otherwise provided in Section 3, Section 6 Paragraph 5 or Section 8(b)6, the settlement of all Restricted Stock Units that PSUs which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any No fractional shares be issued. Accordingly, the total number of shares share of Common Stock to shall be issued at pursuant to this Award, and any fractional share resulting from any calculation made in accordance with the time the Award vests shall, to the extent necessary, terms of this Agreement shall be rounded down to the next whole share to avoid the issuance of a fractional shareCommon Stock.

Issuance of Shares of Common Stock. (a) Except as otherwise provided in Section 6(d), on any each applicable date that Shares are to be issued pursuant to the provisions of Section 1, 3 or 6 of this Agreement, the Corporation shall issue to or on behalf of Participant a certificate (which may be in electronic form) for the vested shares of Common Stock to be issued on that date. (b) The applicable Withholding Taxes with respect to the issued Shares or any other consideration distributed to Participant shall be collected from Participant as and when such taxes become due. Participant may, with respect to the issued Shares, satisfy the applicable Withholding Taxes through one or more of the following methods: (i) The delivery of a separate check payable to the Corporation; (ii) if and to the extent expressly authorized by the Plan Administrator at the time, through a share withholding procedure, pursuant to which the Corporation will automatically withhold, immediately upon the issuance of the Shares, a portion of those Shares with a Fair Market Value (measured as of the issuance date) equal to the amount of such Withholding Taxes (the “Share Withholding Method”); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to supplemental taxable income. Participant will be notified (either in writing or through electronic transmission) of the time or times when the Share Withholding Method will actually be available with respect to one or more vested Shares that become issuable under this Agreement (such notification will also set forth the procedures authorized and established by the Plan Administrator for such purpose); (iii) irrevocable instructions given by Participant to a broker to remit to the Corporation cash, in an amount equal to such Withholding Taxes, from a previously established account Participant maintains with such broker; or (iv) to the extent the Share Withholding Method is not otherwise available at the time one or more vested Shares become issuable, Participant may also satisfy the applicable Withholding Taxes with respect to those Shares through the use of proceeds from a next day sale of the issued Shares, provided and only if (i) such a sale is permissible under the Corporation’s xxxxxxx xxxxxxx policies governing sales of Corporation shares and (ii) such transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (c) If any withholding event is occurs other than with respect to the issuance of the Shares, or if the Corporation for any reason is unable to collect the applicable Withholding Taxes with respect to the issuance of the Shares through any of the foregoing collection procedures specified in this Section 8, then the Corporation shall be entitled to require Participant to make a cash payment and/or to deduct from other compensation payable to him or her the amount of such applicable Withholding Taxes. (d) Notwithstanding the foregoing provisions of this Section 8, the employee portion of the federal, state and local employment taxes required to be withheld by the Corporation in connection with the vesting of the Shares or any other amounts hereunder (the “Employment Taxes”) shall in all events be collected from the Participant no later than the last business day of the calendar year in which the Shares or other amounts vest hereunder. Accordingly, to the extent the issuance date for one or more vested Shares or the distribution date for such other amounts is to occur in a year subsequent to the calendar year in which those Shares or other amounts vest hereunder, the Participant shall, on or before the last business day of the calendar year in which the Shares or other amounts vest, deliver to the Corporation a check payable to its order in the dollar amount equal to the Employment Taxes required to be withheld with respect to those Shares or other amounts. The provisions of this Section 8(d) shall be applicable only to the extent necessary to comply with the applicable tax withholding requirements of Code Section 3121(v). (e) Except as otherwise provided in Section 3, Section 6 or Section 8(b), the settlement of all Restricted Stock Units that vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued at the time the Award vests shall, to the extent necessary, be rounded down to the next whole share to avoid the issuance of a fractional share.

Issuance of Shares of Common Stock. (a) Except as otherwise provided in Section 6(d), on any applicable date that Shares are to be issued pursuant to this Agreement, the Corporation shall issue to or on behalf of Participant a certificate (which may be in electronic form) for the vested shares of Common Stock to be issued on that date. (b) The applicable Withholding Taxes with respect to the issued Shares or any other consideration distributed to Participant shall be collected from Participant as and when such taxes become due. Participant may, with respect to the issued Shares, satisfy the applicable Withholding Taxes through one or more of the following methods: (i) The delivery of a separate check payable to the Corporation; (ii) if and to the extent expressly authorized by the Plan Administrator at the time, through a share withholding procedure, pursuant to which the Corporation will automatically withhold, immediately upon the issuance of the Shares, a portion of those Shares with a Fair Market Value (measured as of the issuance date) equal to the amount of such Withholding Taxes (the “Share Withholding Method”); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to supplemental taxable income. Participant will be notified (either in writing or through electronic transmission) of the time or times when the Share Withholding Method will actually be available with respect to one or more vested Shares that become issuable under this Agreement (such notification will also set forth the procedures authorized and established by the Plan Administrator for such purpose); (iii) irrevocable instructions given by Participant to a broker to remit to the Corporation cash, in an amount equal to such Withholding Taxes, from a previously established account Participant maintains with such broker; or (iv) to the extent the Share Withholding Method is not otherwise available at the time one or more vested Shares become issuable, Participant may also satisfy the applicable Withholding Taxes with respect to those Shares through the use of proceeds from a next day sale of the issued Shares, provided and only if (i) such a sale is permissible under the Corporation’s xxxxxxx xxxxxxx policies governing sales of Corporation shares and (ii) such transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (c) If any withholding event is other than the issuance of the Shares, or if the Corporation for any reason is unable to collect the applicable Withholding Taxes with respect to the issuance of the Shares through any of the foregoing collection procedures specified in this Section 8, then the Corporation shall be entitled to require Participant to make a cash payment and/or to deduct from other compensation payable to him or her the amount of such applicable Withholding Taxes. (d) Notwithstanding the foregoing provisions of this Section 8, the employee portion of the federal, state and local employment taxes required to be withheld by the Corporation in connection with the vesting of the Shares or any other amounts hereunder (the “Employment Taxes”) shall in all events be collected from the Participant no later than the last business day of the calendar year in which the Shares or other amounts vest hereunder. Accordingly, to the extent the issuance date for one or more vested Shares or the distribution date for such other amounts is to occur in a year subsequent to the calendar year in which those Shares or other amounts vest hereunder, the Participant shall, on or before the last business day of the calendar year in which the Shares or other amounts vest, deliver to the Corporation a check payable to its order in the dollar amount equal to the Employment Taxes required to be withheld with respect to those Shares or other amounts. The provisions of this Section 8(d) shall be applicable only to the extent necessary to comply with the applicable tax withholding requirements of Code Section 3121(v). (e) Except as otherwise provided in Section 3, Section 6 or Section 8(b), the settlement of all Restricted Stock Units that vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued at the time the Award vests shall, to the extent necessary, be rounded down to the next whole share to avoid the issuance of a fractional share.

Issuance of Shares of Common Stock. (a) Except as otherwise provided On each applicable Issuance Date for the Restricted Stock Units which vest in Section 6(d), on any applicable date that Shares are to be issued pursuant to accordance with the provisions of this Agreement, the Corporation shall issue to or on behalf of the Participant a certificate (which may be in electronic form) or provide for book entry for the vested shares of Common Stock to be issued on that such date, subject to the Corporation’s collection of the applicable Withholding Taxes. (b) The applicable Withholding Taxes Until such time as the Corporation provides the Participant with respect notice to the issued Shares or any other consideration distributed to Participant contrary, the Corporation shall be collected from Participant as and when such taxes become due. Participant may, with respect to the issued Shares, satisfy collect the applicable Withholding Taxes through one or more of the following methods: (i) The delivery of a separate check payable to the Corporation; (ii) if and to the extent expressly authorized by the Plan Administrator at the time, through a an automatic share withholding procedure, procedure pursuant to which the Corporation will automatically withhold, immediately upon on the issuance of applicable Issuance Date for the SharesRestricted Stock Units that vest under the Award, a portion of those Shares vested Restricted Stock Units with a Fair Market Value (measured as of the issuance dateapplicable tax date for such shares) equal to the amount of such Withholding Taxes (the “Share Withholding Method”); provided, however, that the amount of any Shares Restricted Stock Units so withheld shall not exceed the amount necessary to satisfy the Corporation’s Corporation‘s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to supplemental taxable income. (or such other rate that will not cause an adverse accounting consequence or cost). The Participant will shall be notified (either in writing or through electronic transmission) of in the time or times when the event such Share Withholding Method will actually be available with respect to one or more vested Shares that become issuable under this Agreement (such notification will also set forth the procedures authorized and established by the Plan Administrator for such purpose);is no longer available. (iiic) irrevocable instructions given by Participant to a broker to remit to Should any Restricted Stock Units vest under the Corporation cash, in an amount equal to such Withholding Taxes, from a previously established account Participant maintains with such broker; or (iv) to the extent Award when the Share Withholding Method is not otherwise available at available, then the time one or more vested Shares become issuable, Participant may also satisfy the applicable Withholding Taxes with respect shall be collected from the Participant through either of the following alternatives: (i) the Participant’s delivery of his or her separate check payable to those Shares through the Corporation in the amount of such Withholding Taxes, or (ii) the use of the proceeds from a next next-day sale of the shares of Common Stock issued Sharesto the Participant, provided and only if (i) such a sale is permissible under the Corporation’s xxxxxxx xxxxxxx trading policies governing sales the sale of Corporation Common Stock, (ii) the Participant makes an irrevocable commitment, on or before the vesting date for those shares, to effect such sale of the shares and (iiiii) such the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (cd) If The Corporation shall concurrently, with each payment of vested Restricted Stock Units in accordance with the foregoing provisions of this Paragraph 7, distribute to the Participant any withholding event is other than the issuance of the Shares, or if the outstanding phantom dividend equivalents credited with respect to those Restricted Stock Units. The Corporation for any reason is unable to shall collect the applicable Withholding Taxes with respect to the issuance each distribution of the Shares through any such phantom dividend equivalents by withholding a portion of the foregoing collection procedures specified in this Section 8, then the Corporation shall be entitled that distribution equal to require Participant to make a cash payment and/or to deduct from other compensation payable to him or her the amount of such the applicable Withholding Taxes. (d) Notwithstanding , with the foregoing provisions of this Section 8, the employee cash portion of the federal, state and local employment taxes required distribution to be withheld by the first portion so withheld, or through such other tax withholding arrangement as the Corporation in connection with the vesting of the Shares or any other amounts hereunder (the “Employment Taxes”) shall in all events be collected from the Participant no later than the last business day of the calendar year in which the Shares or other amounts vest hereunder. Accordingly, to the extent the issuance date for one or more vested Shares or the distribution date for such other amounts is to occur in a year subsequent to the calendar year in which those Shares or other amounts vest hereunder, the Participant shall, on or before the last business day of the calendar year in which the Shares or other amounts vest, deliver to the Corporation a check payable to its order in the dollar amount equal to the Employment Taxes required to be withheld with respect to those Shares or other amounts. The provisions of this Section 8(d) shall be applicable only to the extent necessary to comply with the applicable tax withholding requirements of Code Section 3121(v)deems appropriate. (e) Except as otherwise provided in Section 3, Section 6 Paragraph 5 or Section 8(bParagraph 7(b), the settlement of all Restricted Stock Units that which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any No fractional shares be issued. Accordingly, the total number of shares share of Common Stock to shall be issued at pursuant to this Award, and any fractional share resulting from any calculation made in accordance with the time the Award vests shall, to the extent necessary, terms of this Agreement shall be rounded down to the next whole share to avoid the issuance of a fractional shareCommon Stock.

Issuance of Shares of Common Stock. (a) Except as otherwise provided On each applicable Issuance Date for the PSUs which vest in Section 6(d), on any applicable date that Shares are to be issued pursuant to accordance with the provisions of this Agreement, the Corporation shall issue to or on behalf of the Participant a certificate (which may be in electronic form) or provide for book entry for the vested shares of Common Stock to be issued on that such date, subject to the Corporation’s collection of the applicable Withholding Taxes. (b) The applicable Withholding Taxes with respect to the issued Shares or any other consideration distributed to Participant Corporation shall be collected from Participant as and when such taxes become due. Participant may, with respect to the issued Shares, satisfy collect the applicable Withholding Taxes through one or more of the following methods: (i) The delivery of a separate check payable to the Corporation; (ii) if and to the extent expressly authorized by the Plan Administrator at the time, through a an automatic share withholding procedure, procedure pursuant to which the Corporation will automatically withhold, immediately upon on the issuance of applicable Issuance Date for the SharesPSUs that vest under the Award, a portion of those Shares vested PSUs with a Fair Market Value fair market value (measured as of the issuance dateapplicable tax date for such shares) equal to the amount of such Withholding Taxes (the “Share Withholding Method”); provided, however, that the amount of any Shares PSUs so withheld shall not exceed the amount necessary to satisfy the Corporation’s required tax withholding obligations using the minimum maximum statutory withholding rates for federal and state tax purposes, including payroll taxes, that rates. (c) For Participants who are applicable not subject to supplemental taxable income. Participant will be notified (either in writing or through electronic transmission) Section 16 of the time or times 1934 Act, should any PSUs vest under the Award when the Share Withholding Method will actually be available with respect to one or more vested Shares that become issuable under this Agreement (such notification will also set forth the procedures authorized and established by the Plan Administrator for such purpose); (iii) irrevocable instructions given by Participant to a broker to remit to the Corporation cash, in an amount equal to such Withholding Taxes, from a previously established account Participant maintains with such broker; or (iv) to the extent the Share Withholding Method is not otherwise available at available, then the time one or more vested Shares become issuable, Participant may also satisfy the applicable Withholding Taxes with respect shall be collected from the Participant through any, or any combination, of the following alternatives: (i) the Participant’s delivery of his or her separate check payable to those Shares through the Corporation or the Subsidiary employing the Participant in the amount of such Withholding Taxes, or (ii) the use of the proceeds from a next next-day sale of the shares of Common Stock issued Sharesto the Participant, provided and only if (iA) such a sale is permissible under the Corporation’s xxxxxxx xxxxxxx trading policies governing sales the sale of Corporation Common Stock, (B) the Participant makes an irrevocable commitment, on or before the vesting date for those shares, to effect such sale of the shares and (iiC) such the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002.; or (ciii) If any withholding event is other than the issuance deduction of the Shares, or if the Corporation for any reason is unable to collect the applicable such Withholding Taxes with respect from any payments of remuneration made to the issuance of Participant on or after the Shares through any of the foregoing collection procedures specified in this Section 8, then the Corporation shall be entitled to require Participant to make a cash payment and/or to deduct from other compensation payable to him or her the amount of date on which such applicable Withholding TaxesTaxes arise. (d) Notwithstanding the foregoing provisions of this Section 8, the employee portion of the federal, state and local employment taxes required to be withheld by the Corporation in connection with the vesting of the Shares or any other amounts hereunder (the “Employment Taxes”) shall in all events be collected from the Participant no later than the last business day of the calendar year in which the Shares or other amounts vest hereunder. Accordingly, to the extent the issuance date for one or more vested Shares or the distribution date for such other amounts is to occur in a year subsequent to the calendar year in which those Shares or other amounts vest hereunder, the Participant shall, on or before the last business day of the calendar year in which the Shares or other amounts vest, deliver to the Corporation a check payable to its order in the dollar amount equal to the Employment Taxes required to be withheld with respect to those Shares or other amounts. The provisions of this Section 8(d) shall be applicable only to the extent necessary to comply with the applicable tax withholding requirements of Code Section 3121(v). (e) Except as otherwise provided in Section 3, Section 6 Paragraph 5 or Section 8(b)6, the settlement of all Restricted Stock Units that PSUs which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any No fractional shares be issued. Accordingly, the total number of shares share of Common Stock to shall be issued at pursuant to this Award, and any fractional share resulting from any calculation made in accordance with the time the Award vests shall, to the extent necessary, terms of this Agreement shall be rounded down to the next whole share to avoid the issuance of a fractional shareCommon Stock.

Issuance of Shares of Common Stock. (a) Except As soon as otherwise provided administratively practicable following each date one or more Shares vest in Section 6(d), on any applicable date that Shares are to be issued pursuant to accordance with the provisions of this Agreement, the Corporation shall issue to or on behalf of the Participant a certificate (which may be in electronic form) for the vested shares of Common Stock which vest on that date under the Award and shall concurrently distribute to the Participant any phantom dividend equivalents with respect to those Shares, subject in each instance to the Corporation’s collection of the applicable Withholding Taxes. The Withholding Taxes may be collected from the Participant through any of the following alternatives: - the Participant’s delivery of his or her separate check payable to the Corporation in the amount of such Withholding Taxes, or - the use of the proceeds from a next-day sale of the Shares issued to the Participant, provided and only if (i) such a sale is permissible under the Corporation’s trading policies governing the sale of Common Stock, (ii) the Participant makes an irrevocable commitment, on or before the vesting date for those Shares, to effect such sale of the Shares and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Sxxxxxxx-Xxxxx Act of 2002, or - with respect to the distributed phantom dividend equivalents, the Corporation’s withholding a portion of that distribution, with the cash portion to be issued on that datethe first portion so withheld. (b) The applicable Withholding Taxes with respect to the issued Shares or any other consideration distributed to Participant shall be collected from Participant as and when such taxes become due. Participant Plan Administrator may, with respect in its sole discretion and pursuant to the issued Shares, satisfy the applicable Withholding Taxes through one or more of the following methods: (i) The delivery of a separate check payable to the Corporation; (ii) if procedures authorized and to the extent expressly authorized established by the Plan Administrator at for such purpose, permit the time, through a share withholding procedure, pursuant Participant to satisfy the Withholding Tax liability applicable to the Shares which vest under the Award by allowing the Participant to direct the Corporation will automatically withhold, immediately upon the issuance of the Shares, to withhold a portion of those vested Shares with a Fair Market Value (measured as of the issuance vesting date) equal to the amount of such Withholding Taxes (the “Share Withholding Method”)Taxes; provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s Corporation‘s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to supplemental taxable income. Participant will shall be notified (either in writing or through electronic transmission) of in the event such Share withholding mechanism is actually to be made available from time or times when the Share Withholding Method will actually be available to time with respect to one or more vested Shares that become issuable which vest under this Agreement (such notification will also set forth the procedures authorized and established by the Plan Administrator for such purpose); (iii) irrevocable instructions given by Participant to a broker to remit to the Corporation cash, in an amount equal to such Withholding Taxes, from a previously established account Participant maintains with such broker; or (iv) to the extent the Share Withholding Method is not otherwise available at the time one or more vested Shares become issuable, Participant may also satisfy the applicable Withholding Taxes with respect to those Shares through the use of proceeds from a next day sale of the issued Shares, provided and only if (i) such a sale is permissible under the Corporation’s xxxxxxx xxxxxxx policies governing sales of Corporation shares and (ii) such transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002Agreement. (c) If any withholding event is other than the issuance of the Shares, or if the Corporation for any reason is unable to collect the applicable Withholding Taxes with respect to the issuance of the Shares through any of the foregoing collection procedures specified in this Section 8, then the Corporation shall be entitled to require Participant to make a cash payment and/or to deduct from other compensation payable to him or her the amount of such applicable Withholding Taxes. (d) Notwithstanding the foregoing provisions of this Section 8, the employee portion of the federal, state and local employment taxes required to be withheld by the Corporation in connection with the vesting of the Shares or any other amounts hereunder (the “Employment Taxes”) shall in all events be collected from the Participant no later than the last business day of the calendar year in which the Shares or other amounts vest hereunder. Accordingly, to the extent the issuance date for one or more vested Shares or the distribution date for such other amounts is to occur in a year subsequent to the calendar year in which those Shares or other amounts vest hereunder, the Participant shall, on or before the last business day of the calendar year in which the Shares or other amounts vest, deliver to the Corporation a check payable to its order in the dollar amount equal to the Employment Taxes required to be withheld with respect to those Shares or other amounts. The provisions of this Section 8(d) shall be applicable only to the extent necessary to comply with the applicable tax withholding requirements of Code Section 3121(v). (e) Except as otherwise provided in Section 3, Section 6 Paragraph 5 or Section 8(b)this Paragraph 7, the settlement of all Restricted Stock Units that which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued at the time the Award vests shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share.

Issuance of Shares of Common Stock. (a) Except as otherwise provided On each applicable Issuance Date for the Shares which vest in Section 6(d), on any applicable date that Shares are to be issued pursuant to accordance with the provisions of this Agreement, the Corporation shall issue to or on behalf of the Participant a certificate the vested shares of Common Stock (which may be in electronic form) for the vested shares of Common Stock to be issued on that such date, subject to the Corporation’s collection of the applicable Withholding Taxes. (b) The applicable Withholding Taxes Until such time as the Corporation provides the Participant with respect notice to the issued Shares or any other consideration distributed to Participant contrary, the Corporation shall be collected from Participant as and when such taxes become due. Participant may, with respect to the issued Shares, satisfy collect the applicable Withholding Taxes through one or more of the following methods: (i) The delivery of a separate check payable to the Corporation; (ii) if and to the extent expressly authorized by the Plan Administrator at the time, through a share an automatic Share withholding procedure, procedure pursuant to which the Corporation will automatically withhold, immediately upon on the issuance of applicable Issuance Date for the SharesShares that vest under the Award, a portion of those vested Shares with a Fair Market Value (measured as of the issuance dateapplicable tax date for such Shares) equal to the amount of such Withholding Taxes (the “Share Withholding Method”); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to supplemental taxable income. Participant will shall be notified (either in writing or through electronic transmission) of in the time or times when the event such Share Withholding Method will actually be available with respect to one or more vested Shares that become issuable under this Agreement (such notification will also set forth the procedures authorized and established by the Plan Administrator for such purpose);is no longer available. (iiic) irrevocable instructions given by Participant to a broker to remit to Should any Shares vest under the Corporation cash, in an amount equal to such Withholding Taxes, from a previously established account Participant maintains with such broker; or (iv) to the extent Award when the Share Withholding Method is not otherwise available at available, then the time one or more vested Shares become issuable, Participant may also satisfy the applicable Withholding Taxes with respect shall be collected from the Participant through either of the following alternatives: · the Participant’s delivery of his or her separate check payable to those Shares through the Corporation in the amount of such Withholding Taxes, or · the use of the proceeds from a next next-day sale of the Shares issued Sharesto the Participant, provided and only if (i) such a sale is permissible under the Corporation’s xxxxxxx xxxxxxx trading policies governing sales the sale of Corporation shares and Common Stock, (ii) the Participant makes an irrevocable commitment, on or before the vesting date for those Shares, to effect such sale of the Shares and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (cd) If any withholding event is other than the The Corporation shall concurrently, with each issuance of vested Shares in accordance with the foregoing provisions of this Paragraph 7, distribute to the Participant any outstanding phantom dividend equivalents credited with respect to those Shares, or if the . The Corporation for any reason is unable to shall collect the applicable Withholding Taxes with respect to the issuance each distribution of the Shares through any such phantom dividend equivalents by withholding a portion of the foregoing collection procedures specified in this Section 8, then the Corporation shall be entitled that distribution equal to require Participant to make a cash payment and/or to deduct from other compensation payable to him or her the amount of such the applicable Withholding Taxes. (d) Notwithstanding , with the foregoing provisions of this Section 8, the employee cash portion of the federal, state and local employment taxes required distribution to be withheld by the first portion so withheld, or through such other tax withholding arrangement as the Corporation in connection with the vesting of the Shares or any other amounts hereunder (the “Employment Taxes”) shall in all events be collected from the Participant no later than the last business day of the calendar year in which the Shares or other amounts vest hereunder. Accordingly, to the extent the issuance date for one or more vested Shares or the distribution date for such other amounts is to occur in a year subsequent to the calendar year in which those Shares or other amounts vest hereunder, the Participant shall, on or before the last business day of the calendar year in which the Shares or other amounts vest, deliver to the Corporation a check payable to its order in the dollar amount equal to the Employment Taxes required to be withheld with respect to those Shares or other amounts. The provisions of this Section 8(d) shall be applicable only to the extent necessary to comply with the applicable tax withholding requirements of Code Section 3121(v)deems appropriate. (e) Except as otherwise provided in Section 3, Section 6 Paragraph 5 or Section 8(bParagraph 7(b), the settlement of all Restricted Stock Units that which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any No fractional shares be issued. Accordingly, the total number of shares share of Common Stock to shall be issued at pursuant to this Award, and any fractional share resulting from any calculation made in accordance with the time the Award vests shall, to the extent necessary, terms of this Agreement shall be rounded down to the next whole share to avoid the issuance of a fractional shareCommon Stock.

Issuance of Shares of Common Stock. (a) Except as otherwise provided in Section 6(d), on any each applicable date that Shares are to be issued pursuant to Section 1, 3 or 6 of this Agreement, the Corporation shall issue to or on behalf of Participant a certificate (which may be in electronic form) for the vested shares of Common Stock to be issued on that date. (b) The applicable Withholding Taxes with respect to the issued Shares or any other consideration distributed to Participant shall be collected from Participant as and when such taxes become due. Participant may, with respect to the issued Shares, satisfy the applicable Withholding Taxes through one or more of the following methods: (i) The delivery of a separate check payable to the Corporation; (ii) if and to the extent expressly authorized by the Plan Administrator at the time, through a share withholding procedure, pursuant to which the Corporation will automatically withhold, immediately upon the issuance of the Shares, a portion of those Shares with a Fair Market Value (measured as of the issuance date) equal to the amount of such Withholding Taxes (the “Share Withholding Method”); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to supplemental taxable income. Participant will be notified (either in writing or through electronic transmission) of the time or times when the Share Withholding Method will actually be available with respect to one or more vested Shares that become issuable under this Agreement (such notification will also set forth the procedures authorized and established by the Plan Administrator for such purpose); (iii) irrevocable instructions given by Participant to a broker to remit to the Corporation cash, in an amount equal to such Withholding Taxes, from a previously established account Participant maintains with such broker; or (iv) to the extent the Share Withholding Method is not otherwise available at the time one or more vested Shares become issuable, Participant may also satisfy the applicable Withholding Taxes with respect to those Shares through the use of proceeds from a next day sale of the issued Shares, provided and only if (i) such a sale is permissible under the Corporation’s xxxxxxx xxxxxxx policies governing sales of Corporation shares and (ii) such transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (c) If any withholding event is other than the issuance of the Shares, or if the Corporation for any reason is unable to collect the applicable Withholding Taxes with respect to the issuance of the Shares through any of the foregoing collection procedures specified in this Section 8, then the Corporation shall be entitled to require Participant to make a cash payment and/or to deduct from other compensation payable to him or her the amount of such applicable Withholding Taxes. (d) Notwithstanding the foregoing provisions of this Section 8, the employee portion of the federal, state and local employment taxes required to be withheld by the Corporation in connection with the vesting of the Shares or any other amounts hereunder (the “Employment Taxes”) shall in all events be collected from the Participant no later than the last business day of the calendar year in which the Shares or other amounts vest hereunder. Accordingly, to the extent the issuance date for one or more vested Shares or the distribution date for such other amounts is to occur in a year subsequent to the calendar year in which those Shares or other amounts vest hereunder, the Participant shall, on or before the last business day of the calendar year in which the Shares or other amounts vest, deliver to the Corporation a check payable to its order in the dollar amount equal to the Employment Taxes required to be withheld with respect to those Shares or other amounts. The provisions of this Section 8(d) shall be applicable only to the extent necessary to comply with the applicable tax withholding requirements of Code Section 3121(v). (e) Except as otherwise provided in Section 3, Section 6 or Section 8(b), the settlement of all Restricted Stock Units that vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued at the time the Award vests shall, to the extent necessary, be rounded down to the next whole share to avoid the issuance of a fractional share.

Issuance of Shares of Common Stock. (a) Except as otherwise provided in Section 6(d)The Corporation shall collect the Withholding Taxes with respect to any non-Share distribution by withholding a portion of that distribution equal to the amount of the applicable Withholding Taxes, on any applicable date with the cash portion of that Shares are distribution to be issued pursuant to this Agreement, the Corporation shall issue to or on behalf of Participant a certificate (which may be in electronic form) for the vested shares of Common Stock to be issued on that datefirst portion so withheld. (b) The Corporation shall collect the applicable Withholding Taxes with respect to all Shares which vest and become issuable pursuant to the issued provisions of this Agreement through the following automatic share withholding method: - On the applicable issuance date, the Corporation shall withhold, from the vested Shares or any other consideration distributed otherwise issuable to Participant shall be collected from Participant as and when such taxes become due. Participant may, with respect to the issued Shares, satisfy the applicable Withholding Taxes through one or more of the following methods: (i) The delivery of a separate check payable to the Corporation; (ii) if and to the extent expressly authorized by the Plan Administrator at the that time, through a share withholding procedure, pursuant to which the Corporation will automatically withhold, immediately upon the issuance of the Shares, a portion of those Shares with a Fair Market Value (measured as of the issuance date) equal to the amount of such applicable Withholding Taxes (the “Share Withholding Method”)Taxes; provided, however, that the amount number of any Shares which the Corporation shall be required to so withheld withhold shall not exceed in Fair Market Value (other than by reason of the rounding up of any fractional share to the next whole Share) the amount necessary to satisfy the Corporation’s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to supplemental taxable income. Participant will be notified (either in writing or through electronic transmission) of hereby expressly authorizes the time or times when Corporation to withhold any such additional fractional Share that is needed to round up the Share Withholding Method will actually withholding to the next whole Share, with the Fair Market Value of that additional fractional Share to be available with respect added to one or more vested Shares that become issuable under this Agreement (such notification will also set forth the procedures authorized and established amount of taxes withheld by the Plan Administrator Corporation from his or her wages for the calendar year in which the issuance date occurs, and to report that additional tax withholding as part of his or her W-2 tax withholdings for such purpose); (iii) irrevocable instructions given by Participant to a broker to remit to the Corporation cash, in an amount equal to such Withholding Taxes, from a previously established account Participant maintains with such broker; or (iv) to the extent the Share Withholding Method is not otherwise available at the time one or more vested Shares become issuable, Participant may also satisfy the applicable Withholding Taxes with respect to those Shares through the use of proceeds from a next day sale of the issued Shares, provided and only if (i) such a sale is permissible under the Corporation’s xxxxxxx xxxxxxx policies governing sales of Corporation shares and (ii) such transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002year. (c) If any withholding event is other than the issuance of the Shares, or if the Corporation for any reason is unable to collect the applicable Withholding Taxes with respect to the issuance of the Shares through any of the foregoing collection procedures specified in this Section 8, then the Corporation shall be entitled to require Participant to make a cash payment and/or to deduct from other compensation payable to him or her the amount of such applicable Withholding Taxes. (d) Notwithstanding the foregoing provisions of this Section Paragraph 8, the employee portion of the federal, state and local employment taxes required to be withheld by the Corporation in connection with the vesting of the Shares or any other amounts hereunder (the “Employment Taxes”) shall in all events be collected from the Participant no later than the last business day of the calendar year in which the Shares or other amounts vest hereunder. Accordingly, to the extent the applicable issuance date for one or more vested Shares or the distribution date for such other amounts is to occur in a year subsequent to the calendar year in which those Shares or other amounts vest hereundervest, the Participant shall, on or before the last business day of the calendar year in which the Shares or other amounts vest, deliver to the Corporation a check payable to its order in the dollar amount equal to the Employment Taxes required to be withheld with respect to those Shares or other amounts. The provisions of this Section 8(dParagraph 8(c) shall be applicable only to the extent necessary to comply with the applicable tax withholding requirements of Code Section 3121(v). (ed) Except as otherwise provided in Section 3Xxxxxxxxx 0, Section 6 Xxxxxxxxx 7(b) or Section 8(b)this Paragraph 8, the settlement of all Restricted Stock Units that restricted stock units which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued at the time the Award vests shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share.

Issuance of Shares of Common Stock. (a) Except as otherwise provided in Section 6(d)The Corporation shall collect the Withholding Taxes with respect to any non-Share distribution by withholding a portion of that distribution equal to the amount of the applicable Withholding Taxes, on any applicable date with the cash portion of that Shares are distribution to be issued pursuant to this Agreement, the Corporation shall issue to or on behalf of Participant a certificate (which may be in electronic form) for the vested shares of Common Stock to be issued on that datefirst portion so withheld. (b) The Corporation shall collect the applicable Withholding Taxes with respect to all Shares which vest and become issuable pursuant to the issued provisions of this Agreement through the following automatic share withholding method: - On the applicable issuance date, the Corporation shall withhold, from the vested Shares or any other consideration distributed otherwise issuable to Participant shall be collected from Participant as and when such taxes become due. Participant may, with respect to the issued Shares, satisfy the applicable Withholding Taxes through one or more of the following methods: (i) The delivery of a separate check payable to the Corporation; (ii) if and to the extent expressly authorized by the Plan Administrator at the that time, through a share withholding procedure, pursuant to which the Corporation will automatically withhold, immediately upon the issuance of the Shares, a portion of those Shares with a Fair Market Value (measured as of the issuance date) equal to the amount of such applicable Withholding Taxes (the “Share Withholding Method”)Taxes; provided, however, that the amount number of any Shares which the Corporation shall be required to so withheld withhold shall not exceed in Fair Market Value (other than by reason of the rounding up of any fractional share to the next whole Share) the amount necessary to satisfy the Corporation’s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to supplemental taxable income. Participant will be notified (either in writing or through electronic transmission) of hereby expressly authorizes the time or times when Corporation to withhold any such additional fractional Share that is needed to round up the Share Withholding Method will actually withholding to the next whole Share, with the Fair Market Value of that additional fractional Share to be available with respect added to one or more vested Shares that become issuable under this Agreement (such notification will also set forth the procedures authorized and established amount of taxes withheld by the Plan Administrator Corporation from his or her wages for the calendar year in which the issuance date occurs, and to report that additional tax withholding as part of his or her W-2 tax withholdings for such purpose); (iii) irrevocable instructions given by Participant to a broker to remit to the Corporation cash, in an amount equal to such Withholding Taxes, from a previously established account Participant maintains with such broker; or (iv) to the extent the Share Withholding Method is not otherwise available at the time one or more vested Shares become issuable, Participant may also satisfy the applicable Withholding Taxes with respect to those Shares through the use of proceeds from a next day sale of the issued Shares, provided and only if (i) such a sale is permissible under the Corporation’s xxxxxxx xxxxxxx policies governing sales of Corporation shares and (ii) such transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002year. (c) If any withholding event is other than the issuance of the Shares, or if the Corporation for any reason is unable to collect the applicable Withholding Taxes with respect to the issuance of the Shares through any of the foregoing collection procedures specified in this Section 8, then the Corporation shall be entitled to require Participant to make a cash payment and/or to deduct from other compensation payable to him or her the amount of such applicable Withholding Taxes. (d) Notwithstanding the foregoing provisions of this Section 8Paragraph 9, the employee portion of the federal, state and local employment taxes required to be withheld by the Corporation in connection with the vesting of the Shares or any other amounts hereunder (the “Employment Taxes”) shall in all events be collected from the Participant no later than the last business day of the calendar year in which the Shares or other amounts vest hereunder. Accordingly, to the extent the applicable issuance date for one or more vested Shares or the distribution date for such other amounts is to occur in a year subsequent to the calendar year in which those Shares or other amounts vest hereundervest, the Participant shall, on or before the last business day of the calendar year in which the Shares or other amounts vest, deliver to the Corporation a check payable to its order in the dollar amount equal to the Employment Taxes required to be withheld with respect to those Shares or other amounts. The provisions of this Section 8(dParagraph 9(c) shall be applicable only to the extent necessary to comply with the applicable tax withholding requirements of Code Section 3121(v). (ed) Except as otherwise provided in Section 3Xxxxxxxxx 0, Section Xxxxxxxxx 6 or Section 8(b)this Paragraph 9, the settlement of all Restricted Stock Units that restricted stock units which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued at the time the Award vests shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share.

Issuance of Shares of Common Stock. (a) Except As soon as otherwise provided administratively practicable following each date one or more Shares vest in Section 6(d), on any applicable date that Shares are to be issued pursuant to accordance with the provisions of this Agreement, the Corporation shall issue to or on behalf of the Participant a certificate (which may be in electronic form) for the vested shares of Common Stock to be issued which vest on that date. (b) date under the Award and shall concurrently distribute to the Participant any phantom dividend equivalents with respect to those Shares, subject in each instance to the Corporation’s collection of the applicable Withholding Taxes. The applicable Corporation shall collect the Withholding Taxes with respect to the issued Shares or any other consideration distributed phantom dividend equivalents by withholding a portion of that distribution equal to the amount of the applicable Withholding Taxes, with the cash portion of the distribution to be the first portion so withheld. Until such time as the Corporation provides the Participant with notice to the contrary, the Corporation shall be collected from Participant as and when such taxes become due. Participant may, collect the Withholding Taxes with respect to the issued Shares, satisfy the applicable Withholding Taxes vested Shares through one or more of the following methods: (i) The delivery of a separate check payable to the Corporation; (ii) if and to the extent expressly authorized by the Plan Administrator at the time, through a share an automatic Share withholding procedure, procedure pursuant to which the Corporation will automatically withhold, immediately upon as the issuance of Shares vest under the SharesAward, a portion of those vested Shares with a Fair Market Value (measured as of the issuance vesting date) equal to the amount of such Withholding Taxes (the “Share Withholding Method”); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to supplemental taxable income. Participant will shall be notified (either in writing or through electronic transmission) of in the time or times when the event such Share Withholding Method will actually be available with respect to one or more vested Shares that become issuable under this Agreement (such notification will also set forth the procedures authorized and established by the Plan Administrator for such purpose);is no longer available. (iiib) irrevocable instructions given by Participant to a broker to remit to Should any Shares vest under the Corporation cash, in an amount equal to such Withholding Taxes, from a previously established account Participant maintains with such broker; or (iv) to the extent Award at time the Share Withholding Method is not otherwise available at available, then the time one or more vested Shares become issuable, Participant may also satisfy the applicable Withholding Taxes with respect shall be collected from the Participant through either of the following alternatives: • the Participant’s delivery of his or her separate check payable to those Shares through the Corporation in the amount of such Withholding Taxes, or • the use of the proceeds from a next next-day sale of the Shares issued Sharesto the Participant, provided and only if (i) such a sale is permissible under the Corporation’s xxxxxxx xxxxxxx trading policies governing sales the sale of Corporation shares and Common Stock, (ii) the Participant makes an irrevocable commitment, on or before the vesting date for those Shares, to effect such sale of the Shares and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (c) If any withholding event is other than the issuance of the Shares, or if the Corporation for any reason is unable to collect the applicable Withholding Taxes with respect to the issuance of the Shares through any of the foregoing collection procedures specified in this Section 8, then the Corporation shall be entitled to require Participant to make a cash payment and/or to deduct from other compensation payable to him or her the amount of such applicable Withholding Taxes. (d) Notwithstanding the foregoing provisions of this Section 8, the employee portion of the federal, state and local employment taxes required to be withheld by the Corporation in connection with the vesting of the Shares or any other amounts hereunder (the “Employment Taxes”) shall in all events be collected from the Participant no later than the last business day of the calendar year in which the Shares or other amounts vest hereunder. Accordingly, to the extent the issuance date for one or more vested Shares or the distribution date for such other amounts is to occur in a year subsequent to the calendar year in which those Shares or other amounts vest hereunder, the Participant shall, on or before the last business day of the calendar year in which the Shares or other amounts vest, deliver to the Corporation a check payable to its order in the dollar amount equal to the Employment Taxes required to be withheld with respect to those Shares or other amounts. The provisions of this Section 8(d) shall be applicable only to the extent necessary to comply with the applicable tax withholding requirements of Code Section 3121(v). (e) Except as otherwise provided in Section 3, Section Paragraph 6 or Section 8(bParagraph 8(a), the settlement of all Restricted Stock Units that which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued at the time the Award vests shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share.

Issuance of Shares of Common Stock. (a) Except As soon as otherwise provided in Section 6(d), on any administratively practicable following the applicable vesting date that Shares are to be issued pursuant to this Agreementof the Award, the Corporation shall issue to or on behalf of the Participant a certificate (which may be in electronic form) for the vested shares of Common Stock to be issued which vest on that datedate under the Award, subject, however, to the Corporation’s collection of the applicable Withholding Taxes from the Participant. The Withholding Taxes may be collected from the Participant through either of the following alternatives: • the Participant’s delivery of his or her separate check payable to the Corporation in the amount of such Withholding Taxes, or • the use of the proceeds from a next-day sale of the Shares issued to the Participant, provided and only if (i) such a sale is permissible under the Corporation’s trading policies governing the sale of Common Stock, (ii) the Participant is not at the time an executive officer subject to the short-swing trading restrictions of the federal securities laws and (iii) the Participant makes an irrevocable commitment, on or before the vesting date for those Shares, to effect such sale of the Shares. (b) The applicable Withholding Taxes with respect to the issued Shares or any other consideration distributed to Participant shall be collected from Participant as and when such taxes become due. Participant Plan Administrator may, with respect in its sole discretion and pursuant to the issued Shares, satisfy the applicable Withholding Taxes through one or more of the following methods: (i) The delivery of a separate check payable to the Corporation; (ii) if procedures authorized and to the extent expressly authorized established by the Plan Administrator at for such purpose, permit the time, through a share withholding procedure, pursuant Participant to satisfy the Withholding Tax liability applicable to the Shares which vest under the Award by allowing the Participant to direct the Corporation will automatically withhold, immediately upon the issuance of the Shares, to withhold a portion of those vested Shares with a Fair Market Value (measured as of the issuance vesting date) equal to the amount of such Withholding Taxes (the “Share Withholding Method”)Taxes; provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to supplemental taxable income. Participant will shall be notified (either in writing or through electronic transmission) of in the time or times when the event such Share Withholding Method will withholding mechanism is actually to be made available with respect to one or more vested Shares that become issuable which vest under this Agreement (such notification will also set forth the procedures authorized and established by the Plan Administrator for such purpose); (iii) irrevocable instructions given by Participant to a broker to remit to the Corporation cash, in an amount equal to such Withholding Taxes, from a previously established account Participant maintains with such broker; or (iv) to the extent the Share Withholding Method is not otherwise available at the time one or more vested Shares become issuable, Participant may also satisfy the applicable Withholding Taxes with respect to those Shares through the use of proceeds from a next day sale of the issued Shares, provided and only if (i) such a sale is permissible under the Corporation’s xxxxxxx xxxxxxx policies governing sales of Corporation shares and (ii) such transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002Agreement. (c) If The holder of this Award shall not have any withholding event is other than the issuance of the Sharesstockholder rights, including voting or if the Corporation for any reason is unable to collect the applicable Withholding Taxes dividend rights, with respect to the Shares subject to the Award until the Participant becomes the record holder of those Shares following their actual issuance upon the Corporation’s collection of the Shares through any of the foregoing collection procedures specified in this Section 8, then the Corporation shall be entitled to require Participant to make a cash payment and/or to deduct from other compensation payable to him or her the amount of such applicable Withholding Taxes. (d) Notwithstanding the foregoing provisions of this Section 8, the employee portion of the federal, state and local employment taxes required to be withheld by the Corporation in connection with the vesting of the Shares or any other amounts hereunder (the “Employment Taxes”) shall in all events be collected from the Participant no later than the last business day of the calendar year in which the Shares or other amounts vest hereunder. Accordingly, to the extent the issuance date for one or more vested Shares or the distribution date for such other amounts is to occur in a year subsequent to the calendar year in which those Shares or other amounts vest hereunder, the Participant shall, on or before the last business day of the calendar year in which the Shares or other amounts vest, deliver to the Corporation a check payable to its order in the dollar amount equal to the Employment Taxes required to be withheld with respect to those Shares or other amounts. The provisions of this Section 8(d) shall be applicable only to the extent necessary to comply with the applicable tax withholding requirements of Code Section 3121(v). (e) Except as otherwise provided in Section 3, Section 6 or Section 8(b), the settlement of all Restricted Stock Units that which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued at the time the Award vests shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share.

Issuance of Shares of Common Stock. (a) Except as otherwise provided On each applicable Issuance Date for the Shares which vest in Section 6(d), on any applicable date that Shares are to be issued pursuant to accordance with the provisions of this Agreement, the Corporation shall issue to or on behalf of the Participant a certificate the vested shares of Common Stock (which may be in electronic form) for the vested shares of Common Stock to be issued on that such date, subject to the Corporation’s collection of the applicable Withholding Taxes. (b) The applicable Withholding Taxes Until such time as the Corporation provides the Participant with respect notice to the issued Shares or any other consideration distributed to Participant contrary, the Corporation shall be collected from Participant as and when such taxes become due. Participant may, with respect to the issued Shares, satisfy collect the applicable Withholding Taxes through one or more of the following methods: (i) The delivery of a separate check payable to the Corporation; (ii) if and to the extent expressly authorized by the Plan Administrator at the time, through a share an automatic Share withholding procedure, procedure pursuant to which the Corporation will automatically withhold, immediately upon on the issuance of applicable Issuance Date for the SharesShares that vest under the Award, a portion of those vested Shares with a Fair Market Value (measured as of the issuance dateapplicable tax date for such Shares) equal to the amount of such Withholding Taxes (the “Share Withholding Method”); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to supplemental taxable income. Participant will shall be notified (either in writing or through electronic transmission) of in the time or times when the event such Share Withholding Method will actually be available with respect to one or more vested Shares that become issuable under this Agreement (such notification will also set forth the procedures authorized and established by the Plan Administrator for such purpose);is no longer available. (iiic) irrevocable instructions given by Participant to a broker to remit to Should any Shares vest under the Corporation cash, in an amount equal to such Withholding Taxes, from a previously established account Participant maintains with such broker; or (iv) to the extent Award when the Share Withholding Method is not otherwise available at available, then the time one or more vested Shares become issuable, Participant may also satisfy the applicable Withholding Taxes with respect shall be collected from the Participant through either of the following alternatives: · the Participant’s delivery of his or her separate check payable to those Shares through the Corporation in the amount of such Withholding Taxes, or · the use of the proceeds from a next next-day sale of the Shares issued Sharesto the Participant, provided and only if (i) such a sale is permissible under the Corporation’s xxxxxxx xxxxxxx trading policies governing sales the sale of Corporation shares and Common Stock, (ii) the Participant makes an irrevocable commitment, on or before the vesting date for those Shares, to effect such sale of the Shares and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (cd) If any withholding event is other than the The Corporation shall concurrently, with each issuance of vested Shares in accordance with the foregoing provisions of this Paragraph 7, distribute to the Participant any outstanding phantom dividend equivalents credited with respect to those Shares, or if the . The Corporation for any reason is unable to shall collect the applicable Withholding Taxes with respect to the issuance each distribution of the Shares through any phantom dividend equivalents by withholding a portion of the foregoing collection procedures specified in this Section 8, then the Corporation shall be entitled that distribution equal to require Participant to make a cash payment and/or to deduct from other compensation payable to him or her the amount of such the applicable Withholding Taxes. (d) Notwithstanding , with the foregoing provisions of this Section 8, the employee cash portion of the federal, state and local employment taxes required distribution to be withheld by the first portion so withheld, or through such other tax withholding arrangement as the Corporation in connection with the vesting of the Shares or any other amounts hereunder (the “Employment Taxes”) shall in all events be collected from the Participant no later than the last business day of the calendar year in which the Shares or other amounts vest hereunder. Accordingly, to the extent the issuance date for one or more vested Shares or the distribution date for such other amounts is to occur in a year subsequent to the calendar year in which those Shares or other amounts vest hereunder, the Participant shall, on or before the last business day of the calendar year in which the Shares or other amounts vest, deliver to the Corporation a check payable to its order in the dollar amount equal to the Employment Taxes required to be withheld with respect to those Shares or other amounts. The provisions of this Section 8(d) shall be applicable only to the extent necessary to comply with the applicable tax withholding requirements of Code Section 3121(v)deems appropriate. (e) Except as otherwise provided in Section 3, Section 6 Paragraph 5 or Section 8(bParagraph 7(b), the settlement of all Restricted Stock Units that which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any No fractional shares be issued. Accordingly, the total number of shares share of Common Stock to shall be issued at pursuant to this Award, and any fractional share resulting from any calculation made in accordance with the time the Award vests shall, to the extent necessary, terms of this Agreement shall be rounded down to the next whole share to avoid the issuance of a fractional shareCommon Stock.

Issuance of Shares of Common Stock. (a) Except as otherwise provided a. On each applicable Issuance Date for the Restricted Stock Units which vest in Section 6(d), on any applicable date that Shares are to be issued pursuant to accordance with the provisions of this Agreement, the Corporation shall issue to or on behalf of the Participant a certificate (which may be in electronic form) or provide for book entry for the vested shares of Common Stock to be issued on that such date, subject to the Corporation’s collection of the applicable Withholding Taxes. (b) The applicable Withholding Taxes b. Until such time as the Corporation provides the Participant with respect notice to the issued Shares or any other consideration distributed to Participant contrary, the Corporation shall be collected from Participant as and when such taxes become due. Participant may, with respect to the issued Shares, satisfy collect the applicable Withholding Taxes through one or more of the following methods: (i) The delivery of a separate check payable to the Corporation; (ii) if and to the extent expressly authorized by the Plan Administrator at the time, through a an automatic share withholding procedure, procedure pursuant to which the Corporation will automatically withhold, immediately upon on the issuance of applicable Issuance Date for the SharesRestricted Stock Units that vest under the Award, a portion of those Shares vested Restricted Stock Units with a Fair Market Value (measured as of the issuance dateapplicable tax date for such shares) equal to the amount of such Withholding Taxes (the “Share Withholding Method”); provided, however, that the amount of any Shares Restricted Stock Units so withheld shall not exceed the amount necessary to satisfy the Corporation’s Corporation‘s required tax withholding obligations using the minimum maximum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are could be applicable to supplemental taxable income. (or such other rate that will not cause an adverse accounting consequence or cost). The Participant will shall be notified (either in writing or through electronic transmission) of in the time or times when the event such Share Withholding Method will actually be available with respect to one or more vested Shares that become issuable is no longer available. c. Should any Restricted Stock Units vest under this Agreement (such notification will also set forth the procedures authorized and established by the Plan Administrator for such purpose); (iii) irrevocable instructions given by Participant to a broker to remit to the Corporation cash, in an amount equal to such Withholding Taxes, from a previously established account Participant maintains with such broker; or (iv) to the extent Award when the Share Withholding Method is not otherwise available at available, then the time one or more vested Shares become issuable, Participant may also satisfy the applicable Withholding Taxes with respect shall be collected from the Participant through either of the following alternatives: (i) the Participant’s delivery of his or her separate check payable to those Shares through the Corporation in the amount of such Withholding Taxes, or (ii) the use of the proceeds from a next next-day sale of the shares of Common Stock issued Sharesto the Participant, provided and only if (i) such a sale is permissible under the Corporation’s xxxxxxx xxxxxxx trading policies governing sales the sale of Corporation Common Stock, (ii) the Participant makes an irrevocable commitment, on or before the vesting date for those shares, to effect such sale of the shares and (iiiii) such the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (c) If d. The Corporation shall concurrently, with each payment of vested Restricted Stock Units in accordance with the foregoing provisions of this Paragraph 7, distribute to the Participant any withholding event is other than the issuance of the Shares, or if the outstanding phantom dividend equivalents credited with respect to those Restricted Stock Units. The Corporation for any reason is unable to shall collect the applicable Withholding Taxes with respect to the issuance each distribution of the Shares through any such phantom dividend equivalents by withholding a portion of the foregoing collection procedures specified in this Section 8, then the Corporation shall be entitled that distribution equal to require Participant to make a cash payment and/or to deduct from other compensation payable to him or her the amount of such the applicable Withholding Taxes. (d) Notwithstanding , with the foregoing provisions of this Section 8, the employee cash portion of the federal, state and local employment taxes required distribution to be withheld by the first portion so withheld, or through such other tax withholding arrangement as the Corporation in connection with the vesting of the Shares or any other amounts hereunder (the “Employment Taxes”) shall in all events be collected from the Participant no later than the last business day of the calendar year in which the Shares or other amounts vest hereunder. Accordingly, to the extent the issuance date for one or more vested Shares or the distribution date for such other amounts is to occur in a year subsequent to the calendar year in which those Shares or other amounts vest hereunder, the Participant shall, on or before the last business day of the calendar year in which the Shares or other amounts vest, deliver to the Corporation a check payable to its order in the dollar amount equal to the Employment Taxes required to be withheld with respect to those Shares or other amounts. The provisions of this Section 8(d) shall be applicable only to the extent necessary to comply with the applicable tax withholding requirements of Code Section 3121(v)deems appropriate. (e) e. Except as otherwise provided in Section 3, Section 6 Paragraph 5 or Section 8(b)6, the settlement of all Restricted Stock Units that which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any No fractional shares be issued. Accordingly, the total number of shares share of Common Stock to shall be issued at pursuant to this Award, and any fractional share resulting from any calculation made in accordance with the time the Award vests shall, to the extent necessary, terms of this Agreement shall be rounded down to the next whole share to avoid the issuance of a fractional shareCommon Stock.