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

Issuance of Shares of Common Stock. (a) At such time as is set forth in the Issuance Schedule described in Paragraph 1 of this Award, the Company shall issue to or on behalf of the Participant a certificate (which may be in electronic form) for the applicable number of underlying Shares, subject, however, to the Share withholding provisions of Paragraph 6(b) pursuant to which the applicable Withholding Taxes are to be collected. Prior to actual payment of any vested Shares, the Restricted Stock Units shall represent an unsecured obligation. [Notwithstanding anything in the Plan or this Award Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in connection with the Participant’s termination as a Service Provider (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Company), other than due to death, and if (x) the Participant is a “specified employee” within the meaning of Section 409A at the time of such termination and (y) the payment of such accelerated Restricted Stock Units will result in the imposition of additional tax under Section 409A if paid to the Participant on or within the six (6) month period following the Participant’s termination as a Service Provider, then the payment of such accelerated Restricted Stock Units will not be made until the date six (6) months and one (1) day following the date of such termination, unless the Participant dies during such six (6) month period, in which case, the Restricted Stock Units will be paid to the Participant’s estate as soon as practicable following his or her death, subject to Paragraph 6(b). It is the intent of this Award Agreement to comply with, or be exempt from, the requirements of Section 409A so that none of the Restricted Stock Units provided under this Award Agreement or Shares issuable thereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. For purposes of this Award Agreement, “Section 409A” means Section 409A of the Code, and any proposed, temporary or final Treasury Regulations and Internal Revenue Service guidance thereunder, as each may be amended from time to time.][U.S. FORM ONLY]

Issuance of Shares of Common Stock. (a) At such time as is set forth The Performance Shares in which Participant vests in accordance with the Issuance Schedule described in Paragraph 1 of this Award, the Company shall issue to or on behalf of the Participant a certificate (which may be in electronic form) for the applicable number of underlying Shares, subject, however, to the Share withholding provisions of Paragraph 6(b3 shall be issued in accordance with the following provisions: (i) pursuant The first twenty-five percent (25%) of the Performance Shares shall be issued as soon as administratively practicable following the Plan Administrator’s determination and certification, based on the Corporation’s audited financial statements for the fiscal year coincident with the Performance Period, that the Performance Goal for that period has been attained. The Performance Shares subject to each subsequent installment in which Participant vests on the basis of his or her continued Service shall be issued as soon as administratively practicable following the applicable vesting date for that installment. In no event shall any Performance Shares which vest in accordance with Paragraph 3 be issued later than the later of (A) the last day of the calendar year in which the particular vesting date for those shares occurs or (B the fifteenth (15th) day of third (3rd) calendar month following such vesting date. The phantom dividend equivalents credited to the Participant’s book account under Paragraph 4(b) shall be distributed concurrently with the issuance of the vested Performance Shares to which they relate. (ii) Except as otherwise provided in Paragraph 5, no Shares shall be issued prior to the completion of the Performance Period. (b) The 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 amount of the applicable Withholding Taxes, with the cash portion of the distribution to be the first portion so withheld. (c) The Corporation shall collect the applicable Withholding Taxes with respect to all Shares which vest pursuant to the provisions of this Agreement through the following automatic share withholding method: - On the applicable issuance date, the Corporation shall withhold, from the vested 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 applicable Withholding Taxes; provided, however, that the number of Shares which the Corporation shall be required to so 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. (d) Except as otherwise provided in Paragraph 5 or this Paragraph 7, 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 collected. Prior to actual payment of any vested Shares, the Restricted Stock Units shall represent an unsecured obligation. [Notwithstanding anything in the Plan or this Award Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in connection with the Participant’s termination as a Service Provider (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Company), other than due to death, and if (x) the Participant is a “specified employee” within the meaning of Section 409A issued at the time of such termination and (y) the payment of such accelerated Restricted Stock Units will result in the imposition of additional tax under Section 409A if paid Award vests shall, to the Participant on or within the six (6) month period following the Participant’s termination as a Service Providerextent necessary, then the payment of such accelerated Restricted Stock Units will not be made until the date six (6) months and one (1) day following the date of such termination, unless the Participant dies during such six (6) month period, in which case, the Restricted Stock Units will be paid rounded down to the Participant’s estate as soon as practicable following his or her death, subject next whole share in order to Paragraph 6(b). It is avoid the intent issuance of this Award Agreement to comply with, or be exempt from, the requirements of Section 409A so that none of the Restricted Stock Units provided under this Award Agreement or Shares issuable thereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. For purposes of this Award Agreement, “Section 409A” means Section 409A of the Code, and any proposed, temporary or final Treasury Regulations and Internal Revenue Service guidance thereunder, as each may be amended from time to time.][U.S. FORM ONLY]a fractional share.

Issuance of Shares of Common Stock. (a) At such time as is set forth Each Performance Share in which Participant vests in accordance with the Issuance Schedule described in Paragraph 1 of this Award, the Company shall issue to or on behalf of the Participant a certificate (which may be in electronic form) for the applicable number of underlying Shares, subject, however, to the Share withholding provisions of Paragraph 6(b3 shall be issued on the date (the “Issuance Date) pursuant determined for that share in accordance with the following provisions: (i) The Performance Shares in which Participant vests upon his or her continuation in Service through the completion of the Performance Period shall be issued as soon as administratively practicable following the Plan Administrator’s determination and certification, based on the Corporation’s audited financial statements for the fiscal year coincident with such Performance Period, that the Performance Goal for that period has been attained, but in no event shall such Issuance Date be later than the last day of the calendar year in which the Performance Period ends. The Performance Shares subject to each subsequent installment in which Participant vests on the basis of his or her continued Service under the normal service vesting provisions of Paragraph 3(b) shall be issued on the applicable vesting date for that installment or as soon as administratively practicable thereafter, but in no event later than the later of (A) the last day of the calendar year in which that vesting date occurs or (B) the fifteenth (15th) day of third (3rd) calendar month following such vesting date. (ii) The phantom dividend equivalents credited to the Participant’s book account under Paragraph 4(b) shall be distributed concurrently with the issuance of the vested Performance Shares to which they relate. (iii) Except as otherwise provided in Paragraph 5, no Shares shall be issued prior to the completion of the Performance Period. (b) The 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 amount of the applicable Withholding Taxes, with the cash portion of the distribution to be the first portion so withheld. (c) The Corporation shall collect the Withholding Taxes with respect to each other non-Share distribution by withholding a portion of that distribution equal to the amount of the applicable Withholding Taxes, with the cash portion of that distribution to be the first portion so withheld. (d) The Corporation shall collect the applicable Withholding Taxes with respect to all Shares which vest and become issuable pursuant to the provisions of this Agreement through the following automatic share withholding method: - On the applicable issuance date, the Corporation shall withhold, from the vested 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 applicable Withholding Taxes; provided, however, that the number of Shares which the Corporation shall be required to so 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. (e) Except as otherwise provided in Paragraph 5 or this Paragraph 7, 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 collected. Prior to actual payment of any vested Shares, the Restricted Stock Units shall represent an unsecured obligation. [Notwithstanding anything in the Plan or this Award Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in connection with the Participant’s termination as a Service Provider (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Company), other than due to death, and if (x) the Participant is a “specified employee” within the meaning of Section 409A issued at the time of such termination and (y) the payment of such accelerated Restricted Stock Units will result in the imposition of additional tax under Section 409A if paid Award vests shall, to the Participant on or within the six (6) month period following the Participant’s termination as a Service Providerextent necessary, then the payment of such accelerated Restricted Stock Units will not be made until the date six (6) months and one (1) day following the date of such termination, unless the Participant dies during such six (6) month period, in which case, the Restricted Stock Units will be paid rounded down to the Participant’s estate as soon as practicable following his or her death, subject next whole share in order to Paragraph 6(b). It is avoid the intent issuance of this Award Agreement to comply with, or be exempt from, the requirements of Section 409A so that none of the Restricted Stock Units provided under this Award Agreement or Shares issuable thereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. For purposes of this Award Agreement, “Section 409A” means Section 409A of the Code, and any proposed, temporary or final Treasury Regulations and Internal Revenue Service guidance thereunder, as each may be amended from time to time.][U.S. FORM ONLY]a fractional share.

Issuance of Shares of Common Stock. (a) At such time as is set forth The Performance Shares in the Issuance Schedule described in Paragraph 1 of this Award, the Company shall issue to or on behalf of the which Participant a certificate (which may be in electronic form) for the applicable number of underlying Shares, subject, however, vests pursuant to the Share withholding provisions of Paragraph 6(b3 shall be issued in accordance with the following provisions: (i) Except as otherwise provided in subparagraph (iii) below, the first _________ percent (___%) of the Performance Shares shall be issued as soon as administratively practicable following the Plan Administrator’s determination and certification, based on the Corporation’s audited financial statements for the fiscal year coincident with the Performance Period, that the Performance Goal for that period has been attained, but such issuance shall in no event be effected later than the last day of the calendar year in which the Performance Period ends. (ii) Except as otherwise provided in subparagraph (iv) below, the Performance Shares subject to each subsequent installment in which Participant vests on the basis of his or her continued Service shall be issued on the applicable vesting date for that installment or as soon thereafter as administratively practicable. In no event shall any Performance Shares which so vest be issued later than the last day of the calendar year in which the particular vesting date for those shares occurs. (iii) Should Participant’s Service terminate prior to the completion date of the Performance Period under circumstances entitling Participant to a pro-rated Service-vesting credit under Paragraph 3(c) of this Agreement, then the pro-rated number of Performance Shares in which Participant subsequently vests upon the attainment of the Performance Goal for that period and such pro-rated Service-vesting credit shall be issued to Participant, subject to his or her timely satisfaction of the applicable general release requirements of the Senior Executive Severance Pay Plan, as soon as reasonably practicable after the completion date of the Performance Period, but in no event later than the last day of the calendar year in which the Performance Period ends. (iv) Should Participant vest on a pro-rated basis with respect to any subsequent installment of the Performance Shares pursuant to the Involuntary Termination provisions of Paragraph 3(c), then those pro-rated Performance Shares shall be issued on the third business day, within the seventy-five (75)-day period measured from the date of Participant’s Separation from Service due to his or her Involuntary Termination, on which the applicable Withholding Taxes are to be collected. Prior to actual payment general release required of any vested Shares, Participant in accordance with the Restricted Stock Units shall represent an unsecured obligation. [Notwithstanding anything in the Plan or this Award Agreement to the contrary, if the vesting provisions of the balanceSenior Executive Severance Pay Plan is effective and enforceable following the expiration of the applicable maximum review/delivery/return and revocation periods to which Participant is entitled under such plan, or some lesser portion on such subsequent date thereafter as the Corporation may determine in its sole discretion, but in no event shall such issuance be made later than the last day of the balance, seventy-five (75)-day period measured from the date of the Restricted Stock Units is accelerated in connection with the Participant’s termination as a Service Provider Separation from Service. (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Company), other than due to death, and if (xv) the Participant is a “specified employee” within the meaning of Section 409A at the time of such termination and (y) the payment of such accelerated Restricted Stock Units will result in the imposition of additional tax under Section 409A if paid to the Participant on or within the six (6) month period following the Participant’s termination as a Service Provider, then the payment of such accelerated Restricted Stock Units will not be made until the date six (6) months and one (1) day following the date of such termination, unless the Participant dies during such six (6) month period, in which case, the Restricted Stock Units will be paid The phantom dividend equivalents credited to the Participant’s estate as soon as practicable following his or her death, subject to book account under Paragraph 6(b). It is 4(b) shall be distributed concurrently with the intent of this Award Agreement to comply with, or be exempt from, the requirements of Section 409A so that none issuance of the Restricted Stock Units provided under this Award Agreement or vested Performance Shares issuable thereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. which they relate. (vi) For purposes of this Award Agreement, “Section 409A” means Section 409A of the Code, Participant’s right to one or more Share installments pursuant to the terms of this Award or on or more installment distributions of any other amounts to which Participant may become entitled hereunder shall in each instance be treated as a right to a series of separate payments. (vii) Except as otherwise provided in Paragraph 5, no Shares shall be issued prior to the completion of the Performance Period. (b) The 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 amount of the applicable Withholding Taxes, with the cash portion of the distribution to be the first portion so withheld. (c) The Corporation shall collect the applicable Withholding Taxes with respect to all Shares which vest pursuant to the provisions of this Agreement through the following automatic share withholding method: - On the applicable issuance date, the Corporation shall withhold, from the vested 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 applicable Withholding Taxes; provided, however, that the number of Shares which the Corporation shall be required to so 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 hereby expressly authorizes the Corporation to withhold any such additional fractional share that is needed to round up the share withholding to the next whole Share, with the Fair Market Value of that additional fractional share to be added to the amount of taxes withheld by the 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 year. (d) Except as otherwise provided in Paragraph 5 or this Paragraph 7, the settlement of all restricted stock units which vest under the Award shall be made solely in shares of Class A Common Stock. No fractional share of Class A Common Stock shall be issued pursuant to this Award, and any proposed, temporary or final Treasury Regulations and Internal Revenue Service guidance thereunder, as each may fractional share resulting from any calculation made in accordance with the terms of this Agreement shall be amended from time rounded down to time.][U.S. FORM ONLY]the next whole share of Class A Common Stock.

Issuance of Shares of Common Stock. (a) At such The vested portion, if any, of the Performance Shares (after giving effect to Paragraphs 3 and 5 hereof) shall be issued upon the earliest of (i) Participant’s Separation from Service (at the time as is set forth in Section 7(b)), (ii) a Change in Control, provided such event is also a change in the Issuance Schedule described in Paragraph 1 of this Award, the Company shall issue to ownership or on behalf effective control of the Participant a certificate (which may be in electronic form) for the applicable number of underlying Sharescorporation, subject, however, to the Share withholding provisions of Paragraph 6(b) pursuant to which the applicable Withholding Taxes are to be collected. Prior to actual payment of any vested Shares, the Restricted Stock Units shall represent an unsecured obligation. [Notwithstanding anything or in the Plan or this Award Agreement to the contrary, if the vesting ownership of the balance, or some lesser a substantial portion of the balance, assets of the Restricted Stock Units is accelerated in connection with the Participant’s termination as a Service Provider (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Company), other than due to death, and if (x) the Participant is a “specified employee” within the meaning of corporation under Code Section 409A (at the same time of such termination and as payments to stockholders but in no event later than seventy-four (y74) the payment of such accelerated Restricted Stock Units will result in the imposition of additional tax under Section 409A if paid to the Participant on or within the six (6) month period following the Participant’s termination as a Service Provider, then the payment of such accelerated Restricted Stock Units will not be made until the date six (6) months and one (1) day days following the date of such terminationchange), unless and (iii) the deferred payment date, if any, elected by Participant dies during at the time of deferral (which deferred payment date shall be the first business day of a year no earlier than five (5) years after the year of the Award Date in accordance with procedures approved by the Committee). (b) To the extent the Performance Shares are to be issued upon Participant’s Separation from Service pursuant to Paragraph 7(a) hereof, the Performance Shares shall be issued on the Corporation’s first business day following the six-month anniversary of such six (6) month periodSeparation from Service or, if later in the same calendar year of such anniversary, when the Plan Administrator, in accordance with Section 3(a), determines and certifies whether the Performance Goal has been attained. (c) The phantom dividend equivalents credited to Participant’s book account under Paragraph 4(b) shall be distributed concurrently with the issuance of the vested Performance Shares to which casethey relate. (d) Except as otherwise provided in Paragraph 5, no Shares shall be issued prior to the completion of the Performance Period. (e) Except as otherwise determined by the Corporation in its sole discretion, the Restricted Stock Units will be paid 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 Participantamount of the applicable Withholding Taxes, with the cash portion of the distribution to be the first portion so withheld. (f) Except as otherwise determined by the Corporation in its sole discretion, the Corporation shall collect the applicable Withholding Taxes with respect to all Shares which vest pursuant to the provisions of this Agreement through the following automatic share withholding method. - On the applicable withholding dates, the Corporation shall withhold, from vested Shares, a portion of those Shares with a Fair Market Value (measured as of the issuance date) equal to the applicable Withholding Taxes; provided, however, that the number of Shares which the Corporation shall be required to so 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 estate as soon as practicable following 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 hereby expressly authorizes the Corporation to withhold any such additional fractional share that is needed to round up the share withholding to the next whole Share, with the Fair Market Value of that additional fractional share to be added to the amount of taxes withheld by the Corporation from his or her deathwages for the calendar year in which the issuance date occurs, subject and to report that additional tax withholding as part of his or her W-2 tax withholdings for such year. (g) Except as otherwise provided in Paragraph 6(b). It is the intent of 5 or this Award Agreement to comply with, or be exempt fromParagraph 7, the requirements settlement of Section 409A so that none all restricted stock units which vest under the Award shall be made solely in shares of the Restricted Class A Common Stock. No fractional share of Class A Common Stock Units provided under shall be issued pursuant to this Award Agreement or Shares issuable thereunder will be subject to the additional tax imposed under Section 409AAward, and any ambiguities herein will be interpreted to so comply. For purposes fractional share resulting from any calculation made in accordance with the terms of this Award Agreement, “Section 409A” means Section 409A Agreement shall be rounded down to the next whole share of the Code, and any proposed, temporary or final Treasury Regulations and Internal Revenue Service guidance thereunder, as each may be amended from time to time.][U.S. FORM ONLY]Class A Common Stock.

Issuance of Shares of Common Stock. (a) At such time as is set forth The Performance Shares in the Issuance Schedule described in Paragraph 1 of this Award, the Company shall issue to or on behalf of the which Participant a certificate (which may be in electronic form) for the applicable number of underlying Shares, subject, however, vests pursuant to the Share withholding provisions of Paragraph 6(b3 shall be issued in accordance with the following provisions: (i) Except as otherwise provided in subparagraph (iii) below, the first ____________ (___) of the Performance Shares shall be issued as soon as administratively practicable following the Plan Administrator’s determination and certification, based on the Corporation’s audited financial statements for the fiscal year coincident with the Performance Period, that the Performance Goal for that period has been attained, but such issuance shall in no event be effected later than the fifteenth (15th) day of the 3rd month after the completion of the Performance Period. (ii) Except as otherwise provided in subparagraph (iv) below, the Performance Shares subject to each subsequent installment in which Participant vests on the basis of his or her continued Service shall be issued on the applicable vesting date for that installment or as soon thereafter as administratively practicable. In no event shall any Performance Shares which so vest be issued later than seventy-four (74) days after the particular vesting date for those shares. (iii) Should Participant’s Service terminate prior to the completion date of the Performance Period under circumstances entitling Participant to a pro-rated Service-vesting credit under Paragraph 3(c) of this Agreement, then the pro-rated number of Performance Shares in which Participant subsequently vests upon the attainment of the Performance Goal for that period and such pro-rated Service-vesting credit shall be issued to Participant, subject to his or her timely satisfaction of the applicable general release requirements of the Senior Executive Severance Pay Plan, as soon as reasonably practicable after the completion date of the Performance Period, but in no event later than the fifteenth (15th) day of the 3rd month after the completion of the Performance Period. (iv) Should Participant vest on a pro-rated basis with respect to any subsequent installment of the Performance Shares pursuant to the Involuntary Termination provisions of Paragraph 3(c), then those pro-rated Performance Shares shall be issued on the third business day, within the seventy (70)-day period measured from the date of Participant’s Involuntary Termination, on which the general release required of Participant in accordance with the provisions of the Senior Executive Severance Pay Plan is effective and enforceable following the expiration of the applicable maximum review/delivery/return and revocation periods to which Participant is entitled under such plan. (v) The phantom dividend equivalents credited to Participant’s book account under Paragraph 4(b) shall be distributed concurrently with the issuance of the vested Performance Shares to which they relate. (vi) Except as otherwise provided in Paragraph 5, no Shares shall be issued prior to the completion of the Performance Period. (b) The 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 amount of the applicable Withholding Taxes, with the cash portion of the distribution to be the first portion so withheld. (c) The Corporation shall collect the applicable Withholding Taxes with respect to all Shares which vest pursuant to the provisions of this Agreement through the following automatic share withholding method. - On the applicable issuance date, the Corporation shall withhold, from the vested 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 applicable Withholding Taxes; provided, however, that the number of Shares which the Corporation shall be required to so 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 hereby expressly authorizes the Corporation to withhold any such additional fractional share that is needed to round up the share withholding to the next whole Share, with the Fair Market Value of that additional fractional share to be collected. Prior to actual payment of any vested Shares, the Restricted Stock Units shall represent an unsecured obligation. [Notwithstanding anything in the Plan or this Award Agreement added to the contrary, if the vesting amount of the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in connection with the Participant’s termination as a Service Provider (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined taxes withheld by the Company), other than due to death, and if (x) the Participant is a “specified employee” within the meaning of Section 409A at the time of such termination and (y) the payment of such accelerated Restricted Stock Units will result in the imposition of additional tax under Section 409A if paid to the Participant on or within the six (6) month period following the Participant’s termination as a Service Provider, then the payment of such accelerated Restricted Stock Units will not be made until the date six (6) months and one (1) day following the date of such termination, unless the Participant dies during such six (6) month period, in which case, the Restricted Stock Units will be paid to the Participant’s estate as soon as practicable following Corporation from his or her deathwages for the calendar year in which the issuance date occurs, subject and to report that additional tax withholding as part of his or her W-2 tax withholdings for such year. (d) Except as otherwise provided in Paragraph 6(b). It is the intent of 5 or this Award Agreement to comply with, or be exempt fromParagraph 7, the requirements settlement of Section 409A so that none all restricted stock units which vest under the Award shall be made solely in shares of the Restricted Class A Common Stock. No fractional share of Class A Common Stock Units provided under shall be issued pursuant to this Award Agreement or Shares issuable thereunder will be subject to the additional tax imposed under Section 409AAward, and any ambiguities herein will be interpreted to so comply. For purposes fractional share resulting from any calculation made in accordance with the terms of this Award Agreement, “Section 409A” means Section 409A Agreement shall be rounded down to the next whole share of the Code, and any proposed, temporary or final Treasury Regulations and Internal Revenue Service guidance thereunder, as each may be amended from time to time.][U.S. FORM ONLY]Class A Common Stock.

Issuance of Shares of Common Stock. (a) At The Performance Shares in which Participant vests pursuant to the provisions of Paragraph 3 shall be issued in accordance with the following provisions: (i) Except as otherwise provided in subparagraph (iii) below, the first _____________ (___) of the Performance Shares shall be issued following the completion of the Performance Period as soon as administratively practicable following the Plan Administrator’s determination and certification, based on the Corporation’s audited financial statements for the fiscal year coincident with the Performance Period, that the Performance Goal for that period has been attained, but such time issuance shall in no event be effected later than the fifteenth (15th) day of the 3rd month after the completion of the Performance Period. (ii) Except as otherwise provided in subparagraph (iv) below, the Performance Shares subject to each subsequent installment in which Participant vests on the basis of his or her continued Service shall be issued on the applicable vesting date for that installment or as soon thereafter as administratively practicable. In no event shall any Performance Shares which so vest be issued later than seventy-four (74) days after the particular vesting date for those shares. (iii) Should Participant’s Service terminate under circumstances entitling Participant to a Service-vesting credit under Paragraph 3(c) of this Agreement, with respect to the first _____________ (___) of the Performance Shares, then any such Performance Shares in which Participant subsequently vests upon the attainment of the Performance Goal shall be issued to Participant, subject to Participant’s timely satisfaction of the applicable general release requirements of the 2014 Employment Agreement and not revoking such general release, as soon as reasonably practicable after the completion date of the Performance Period, but in no event later than the fifteenth (15th) day of the 3rd month after the completion of the Performance Period. (iv) Should Participant’s Service terminate under circumstances entitling Participant to a Service-vesting credit under Paragraph 3(c) of this Agreement with respect to a subsequent installment of Performance Shares, then those Performance Shares shall be issued on the third business day, within the seventy (70)-day period measured from the date of Participant’s termination from Service, on which the general release required of Participant under Participant’s 2014 Employment Agreement is set forth effective and enforceable following the expiration of the applicable maximum review/delivery/return and revocation periods to which Participant is entitled under the 2014 Employment Agreement and the terms of the general release attached thereto. Should Participant be entitled to such service-vesting credit under Paragraph 3(c) due to termination on account of death or Disability, the Performance Shares shall be issued within the seventy (70)-day period measured from the date of Participant’s termination of Service and, in the Issuance Schedule described in Paragraph 1 case of this Award, the Company shall issue to or on behalf of the Participant a certificate (which may be in electronic form) for the applicable number of underlying Shares, subject, howeverDisability, to the Share withholding provisions extent required by Code Section 409A, at the same time as they would have been issued for an involuntary termination of his employment by the Corporation other than for Cause in accordance with the immediately preceding sentence. (v) The phantom dividend equivalents credited to Participant’s book account under Paragraph 6(b4(b) pursuant shall be distributed concurrently with the issuance of the vested Performance Shares to which they relate. (vi) Except as otherwise provided in Paragraph 5, no Shares shall be issued prior to the completion of the Performance Period. (b) The 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 amount of the applicable Withholding Taxes, with the cash portion of the distribution to be the first portion so withheld. (c) The Corporation shall collect the applicable Withholding Taxes with respect to all Shares which vest pursuant to the provisions of this Agreement through the following automatic share withholding method. - On the applicable issuance date, the Corporation shall withhold, from the vested 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 applicable Withholding Taxes; provided, however, that the number of Shares which the Corporation shall be required to so 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 hereby expressly authorizes the Corporation to withhold any such additional fractional share that is needed to round up the share withholding to the next whole Share, with the Fair Market Value of that additional fractional share to be collected. Prior to actual payment of any vested Shares, the Restricted Stock Units shall represent an unsecured obligation. [Notwithstanding anything in the Plan or this Award Agreement added to the contrary, if the vesting amount of the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in connection with the Participant’s termination as a Service Provider (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined taxes withheld by the Company), other than due to death, and if (x) the Participant is a “specified employee” within the meaning of Section 409A at the time of such termination and (y) the payment of such accelerated Restricted Stock Units will result in the imposition of additional tax under Section 409A if paid to the Participant on or within the six (6) month period following the Participant’s termination as a Service Provider, then the payment of such accelerated Restricted Stock Units will not be made until the date six (6) months and one (1) day following the date of such termination, unless the Participant dies during such six (6) month period, in which case, the Restricted Stock Units will be paid to the Participant’s estate as soon as practicable following Corporation from his or her deathwages for the calendar year in which the issuance date occurs, subject and to report that additional tax withholding as part of his or her W-2 tax withholdings for such year. (d) Except as otherwise provided in Paragraph 6(b). It is the intent of 5 or this Award Agreement to comply with, or be exempt fromParagraph 7, the requirements settlement of Section 409A so that none all restricted stock units which vest under the Award shall be made solely in shares of the Restricted Class A Common Stock. No fractional share of Class A Common Stock Units provided under shall be issued pursuant to this Award Agreement or Shares issuable thereunder will be subject to the additional tax imposed under Section 409AAward, and any ambiguities herein will be interpreted to so comply. For purposes fractional share resulting from any calculation made in accordance with the terms of this Award Agreement, “Section 409A” means Section 409A Agreement shall be rounded down to the next whole share of the Code, and any proposed, temporary or final Treasury Regulations and Internal Revenue Service guidance thereunder, as each may be amended from time to time.][U.S. FORM ONLY]Class A Common Stock.

Issuance of Shares of Common Stock. (a) At such time as is set forth The Shares in which Participant vests in accordance with the Issuance Schedule described in Paragraph 1 of this Award, the Company shall issue to or on behalf of the Participant a certificate (which may be in electronic form) for the applicable number of underlying Shares, subject, however, to the Share withholding provisions of Paragraph 6(b3 shall be issued in accordance with the following provisions: (i) pursuant 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 Paragraph 5(c) or 5(d), no Shares shall be issued prior to which the completion of the Performance 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 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 amount of the applicable Withholding Taxes, with 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, on or before the expiration of the designated notification period preceding the applicable vesting date of the Shares, 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 applicable issuance date, the Corporation shall withhold, from the vested 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 applicable Withholding Taxes; provided, however, that the number of Shares which the Corporation shall be required to so 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. (e) Except as otherwise provided in Paragraph 5 or this Paragraph 8, 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 collected. Prior to actual payment of any vested Shares, the Restricted Stock Units shall represent an unsecured obligation. [Notwithstanding anything in the Plan or this Award Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in connection with the Participant’s termination as a Service Provider (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Company), other than due to death, and if (x) the Participant is a “specified employee” within the meaning of Section 409A issued at the time of such termination and (y) the payment of such accelerated Restricted Stock Units will result in the imposition of additional tax under Section 409A if paid Award vests shall, to the Participant on or within the six (6) month period following the Participant’s termination as a Service Providerextent necessary, then the payment of such accelerated Restricted Stock Units will not be made until the date six (6) months and one (1) day following the date of such termination, unless the Participant dies during such six (6) month period, in which case, the Restricted Stock Units will be paid rounded down to the Participant’s estate as soon as practicable following his or her death, subject next whole share in order to Paragraph 6(b). It is avoid the intent issuance of this Award Agreement to comply with, or be exempt from, the requirements of Section 409A so that none of the Restricted Stock Units provided under this Award Agreement or Shares issuable thereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. For purposes of this Award Agreement, “Section 409A” means Section 409A of the Code, and any proposed, temporary or final Treasury Regulations and Internal Revenue Service guidance thereunder, as each may be amended from time to time.][U.S. FORM ONLY]a fractional share.

Issuance of Shares of Common Stock. (a) At such time as is set forth Each Performance Share in which Participant vests in accordance with the Issuance Schedule described in Paragraph 1 of this Award, the Company shall issue to or on behalf of the Participant a certificate (which may be in electronic form) for the applicable number of underlying Shares, subject, however, to the Share withholding provisions of Paragraph 6(b3 shall be issued on the date (the “Issuance Date) pursuant determined for that share in accordance with the following provisions: (i) The Performance Shares in which Participant vests upon his or her continuation in Service through the completion of the Performance Period shall be issued as soon as administratively practicable following the Plan Administrator’s determination and certification, based on the Corporation’s audited financial statements for the fiscal year coincident with such Performance Period, that the Performance Goal for that period has been attained, but in no event shall such Issuance Date be later than the last day of the calendar year in which the Performance Period ends. The Performance Shares subject to each subsequent installment in which Participant vests on the basis of his or her continued Service under the Normal Service Vesting Schedule shall be issued on the applicable vesting date or as soon as administratively practicable thereafter, but in no event later than the later of (A) the last day of the calendar year in which that vesting date occurs or (B) the fifteenth (15th) day of third (3rd) calendar month following such vesting date. (ii) The Performance Shares in which Participant vests under Paragraph 3(b) upon his or her cessation of Employee status by reason of death [or Disability] shall be issued within the sixty (60)-day period measured from the date of such cessation of Employee status. (iii) The phantom dividend equivalents credited to the Participant’s book account under Paragraph 4(b) shall be distributed concurrently with the issuance of the vested Performance Shares to which they relate. (iv) Except as otherwise provided in Paragraph 5, no Shares shall be issued prior to the completion of the Performance Period. (b) The 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 amount of the applicable Withholding Taxes, with the cash portion of the distribution to be the first portion so withheld. (c) The Corporation shall collect the Withholding Taxes with respect to each other non-Share distribution by withholding a portion of that distribution equal to the amount of the applicable Withholding Taxes, with the cash portion of that distribution to be the first portion so withheld. (d) The Corporation shall collect the applicable Withholding Taxes with respect to all Shares which vest and become issuable pursuant to the provisions of this Agreement through the following automatic share withholding method: - On the applicable issuance date, the Corporation shall withhold, from the vested 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 applicable Withholding Taxes; provided, however, that the number of Shares which the Corporation shall be required to so 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. (e) Except as otherwise provided in Paragraph 5 or this Paragraph 7, 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 collected. Prior to actual payment of any vested Shares, the Restricted Stock Units shall represent an unsecured obligation. [Notwithstanding anything in the Plan or this Award Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in connection with the Participant’s termination as a Service Provider (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Company), other than due to death, and if (x) the Participant is a “specified employee” within the meaning of Section 409A issued at the time of such termination and (y) the payment of such accelerated Restricted Stock Units will result in the imposition of additional tax under Section 409A if paid Award vests shall, to the Participant on or within the six (6) month period following the Participant’s termination as a Service Providerextent necessary, then the payment of such accelerated Restricted Stock Units will not be made until the date six (6) months and one (1) day following the date of such termination, unless the Participant dies during such six (6) month period, in which case, the Restricted Stock Units will be paid rounded down to the Participant’s estate as soon as practicable following his or her death, subject next whole share in order to Paragraph 6(b). It is avoid the intent issuance of this Award Agreement to comply with, or be exempt from, the requirements of Section 409A so that none of the Restricted Stock Units provided under this Award Agreement or Shares issuable thereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. For purposes of this Award Agreement, “Section 409A” means Section 409A of the Code, and any proposed, temporary or final Treasury Regulations and Internal Revenue Service guidance thereunder, as each may be amended from time to time.][U.S. FORM ONLY]a fractional share.

Issuance of Shares of Common Stock. (a) At such time as is set forth On each applicable Issuance Date for the PSUs which vest in accordance with the Issuance Schedule described in Paragraph 1 provisions of this AwardAgreement, the Company 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 applicable number shares of underlying SharesCommon Stock to be issued on such date, subject, however, subject to the Share Corporation’s collection of the applicable Withholding Taxes. (b) The Corporation shall collect the applicable Withholding Taxes through an automatic share withholding provisions of Paragraph 6(b) procedure pursuant to which the Corporation will withhold, on the applicable Issuance Date for the PSUs that vest under the Award, a portion of those vested PSUs with a fair market value (measured as of the applicable tax date for such shares) equal to the amount of such Withholding Taxes are to be collected. Prior to actual payment (the “Share Withholding Method”); provided, however, that the amount of any vested Shares, PSUs so withheld shall not exceed the Restricted Stock Units shall represent an unsecured obligation. [Notwithstanding anything in amount necessary to satisfy the Plan or this Award Agreement Corporation’s required tax withholding obligations using the maximum statutory withholding rates. (c) For Participants who are not subject to the contrary, if the vesting Section 16 of the balance1934 Act, should any PSUs vest under the Award when the Share Withholding Method is not available, then the Withholding Taxes shall be collected from the Participant through any, or some lesser portion of the balanceany combination, of the Restricted Stock Units is accelerated in connection with following alternatives: (i) the Participant’s termination as delivery of his or her separate check payable to the Corporation or the Subsidiary employing the Participant in the amount of such Withholding Taxes, or (ii) the use of the proceeds from a Service Provider (next-day sale of the shares of Common Stock issued to the Participant, provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Company), other than due to death, and only if (xA) such a sale is permissible under the Corporation’s trading policies governing the sale of 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 (C) the transaction is not otherwise deemed to constitute a “specified employee” within prohibited loan under Section 402 of the meaning Xxxxxxxx-Xxxxx Act of Section 409A at 2002; or (iii) the time deduction of such termination and (y) the payment Withholding Taxes from any payments of such accelerated Restricted Stock Units will result in the imposition of additional tax under Section 409A if paid remuneration made to the Participant on or within after the six date on which such Withholding Taxes arise. (d) Except as otherwise provided in Paragraph 5 or 6) month period following , the Participant’s termination as a Service Provider, then settlement of all PSUs which vest under the payment of such accelerated Restricted Stock Units will not Award shall be made until the date six (6) months and one (1) day following the date solely in shares of such termination, unless the Participant dies during such six (6) month period, in which case, the Restricted Common Stock. No fractional share of Common Stock Units will shall be paid issued pursuant to the Participant’s estate as soon as practicable following his or her death, subject to Paragraph 6(b). It is the intent of this Award Agreement to comply with, or be exempt from, the requirements of Section 409A so that none of the Restricted Stock Units provided under this Award Agreement or Shares issuable thereunder will be subject to the additional tax imposed under Section 409AAward, and any ambiguities herein will be interpreted to so comply. For purposes fractional share resulting from any calculation made in accordance with the terms of this Award Agreement, “Section 409A” means Section 409A Agreement shall be rounded down to the next whole share of the Code, and any proposed, temporary or final Treasury Regulations and Internal Revenue Service guidance thereunder, as each may be amended from time to time.][U.S. FORM ONLY]Common Stock.

Issuance of Shares of Common Stock. (a) At such time as is set forth The Performance Shares in the Issuance Schedule described in Paragraph 1 of this Award, the Company shall issue to or on behalf of the which Participant a certificate (which may be in electronic form) for the applicable number of underlying Shares, subject, however, vests pursuant to the Share withholding provisions of Paragraph 6(b3 shall be issued in accordance with the following provisions: (i) Except as otherwise provided in subparagraph (iii) below, the first ____________ percent (___%) of the Performance Shares shall be issued as soon as administratively practicable following the Plan Administrator’s determination and certification, based on the Corporation’s audited financial statements for the fiscal year coincident with the Performance Period, that the Performance Goal for that period has been attained, but such issuance shall in no event be effected later than the last day of the calendar year in which the Performance Period ends. (ii) Except as otherwise provided in subparagraph (iv) below, the Performance Shares subject to each subsequent installment in which Participant vests on the basis of his or her continued Service shall be issued on the applicable vesting date for that installment or as soon thereafter as administratively practicable. In no event shall any Performance Shares which so vest be issued later than the last day of the calendar year in which the particular vesting date for those shares occurs. (iii) Should Participant’s Service terminate prior to the completion date of the Performance Period under circumstances entitling Participant to a pro–rated Service–vesting credit under Paragraph 3(c) of this Agreement, then the pro–rated number of Performance Shares in which Participant subsequently vests upon the attainment of the Performance Goal for that period and such pro–rated Service–vesting credit shall be issued to Participant, subject to his or her timely satisfaction of the applicable general release requirements of the Senior Executive Severance Pay Plan, as soon as reasonably practicable after the completion date of the Performance Period, but in no event later than the last day of the calendar year in which the Performance Period ends. (iv) Should Participant vest on a pro–rated basis with respect to any subsequent installment of the Performance Shares pursuant to the Involuntary Termination provisions of Paragraph 3(c), then those pro–rated Performance Shares shall be issued on the third business day, within the seventy–five (75)–day period measured from the date of Participant’s Separation from Service due to his or her Involuntary Termination, on which the applicable Withholding Taxes are to be collected. Prior to actual payment general release required of any vested Shares, Participant in accordance with the Restricted Stock Units shall represent an unsecured obligation. [Notwithstanding anything in the Plan or this Award Agreement to the contrary, if the vesting provisions of the balanceSenior Executive Severance Pay Plan is effective and enforceable following the expiration of the applicable maximum review/delivery/return and revocation periods to which Participant is entitled under such plan, or some lesser portion on such subsequent date thereafter as the Corporation may determine in its sole discretion, but in no event shall such issuance be made later than the last day of the balance, seventy–five day period measured from the date of the Restricted Stock Units is accelerated in connection with the Participant’s termination as a Service Provider Separation from Service. (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Company), other than due to death, and if (xv) the Participant is a “specified employee” within the meaning of Section 409A at the time of such termination and (y) the payment of such accelerated Restricted Stock Units will result in the imposition of additional tax under Section 409A if paid to the Participant on or within the six (6) month period following the Participant’s termination as a Service Provider, then the payment of such accelerated Restricted Stock Units will not be made until the date six (6) months and one (1) day following the date of such termination, unless the Participant dies during such six (6) month period, in which case, the Restricted Stock Units will be paid The phantom dividend equivalents credited to the Participant’s estate as soon as practicable following his or her death, subject to book account under Paragraph 6(b). It is 4(b) shall be distributed concurrently with the intent of this Award Agreement to comply with, or be exempt from, the requirements of Section 409A so that none issuance of the Restricted Stock Units provided under this Award Agreement or vested Performance Shares issuable thereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. which they relate. (vi) For purposes of this Award Agreement, “Section 409A” means Section 409A of the Code, Participant’s right to one or more Share installments pursuant to the terms of this Award or on or more installment distributions of any other amounts to which Participant may become entitled hereunder shall in each instance be treated as a right to a series of separate payments. (vii) Except as otherwise provided in Paragraph 5, no Shares shall be issued prior to the completion of the Performance Period. (b) The 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 amount of the applicable Withholding Taxes, with the cash portion of the distribution to be the first portion so withheld. (c) The Corporation shall collect the applicable Withholding Taxes with respect to all Shares which vest pursuant to the provisions of this Agreement through the following automatic share withholding method. – On the applicable issuance date, the Corporation shall with–hold, from the vested 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 applicable Withholding Taxes; provided, however, that the number of Shares which the Corporation shall be required to so 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 hereby expressly authorizes the Corporation to withhold any such additional fractional share that is needed to round up the share withholding to the next whole Share, with the Fair Market Value of that additional fractional share to be added to the amount of taxes withheld by the 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 year. (d) Except as otherwise provided in Paragraph 5 or this Paragraph 7, the settlement of all restricted stock units which vest under the Award shall be made solely in shares of Class A Common Stock. No fractional share of Class A Common Stock shall be issued pursuant to this Award, and any proposed, temporary or final Treasury Regulations and Internal Revenue Service guidance thereunder, as each may fractional share resulting from any calculation made in accordance with the terms of this Agreement shall be amended from time rounded down to time.][U.S. FORM ONLY]the next whole share of Class A Common Stock.