Mandatory Deferral of Payment of Earned Performance Shares. Notwithstanding anything contained in Section 2(a) or 2(b) to the contrary (unless the payment date elected pursuant to Section 2(b) is later than the payment date specified herein, in which case Section 2(b) shall control), if the Corporation's Ending Average Value is less than the Corporation's Beginning Average Value (as such terms are defined in Section 3(c)), no settlement shall be made in respect of any Performance Shares earned in accordance with Section 3 until the earlier of (i) the first date on or before March 10, 2010 on which the average of the averages of the highest and lowest sales prices of the Stock reported for consolidated trading of issues listed on the New York Stock Exchange for the 15 trading days prior to such date exceeds the Beginning Average Value and (ii) the first date on which the Participant has both reached age 60 and terminated employment with the Corporation and all other members of the Corporation's controlled group of entities. Once either of the conditions described in the immediately preceding sentence has been satisfied, settlement shall occur as soon as practicable thereafter (and in the case of condition (i), not later than March 15, 2010) in cash, shares of Stock or a combination thereof, as determined by the Committee in its sole discretion. If the Participant experiences a Qualified Termination of Employment on or after December 31, 2006, or if the Committee determines, in its discretion pursuant to Section 4(b), that the Participant will not forfeit his or her rights to Performance Shares upon his or her termination of employment for other reasons, settlement shall not occur until the first date on which the Participant has attained age 60 (or, in the case of the Participant's death, would have attained age 60). If a Participant terminates employment after reaching age 60, is a "specified employee" (as that term is defined in Section 409A(a)(2)(B)(i) of the Code) at the time he or she terminates employment, and is scheduled to have his or her Performance Shares settled pursuant to condition (ii), no settlement shall be made until at least six months after such termination of employment, or the Participant's death, if earlier.
Mandatory Deferral of Payment of Earned Performance Shares. Notwithstanding anything contained in Section 2(a) or 2(b) to the contrary (unless the payment date elected pursuant to Section 2(b) is later than the payment date specified herein, in which case Section 2(b) shall control), if the Corporation’s Ending Average Value is less than the Corporation’s Beginning Average Value (as such terms are defined in Section 3(c)), no settlement shall be made in respect of any Performance Shares earned in accordance with Section 3 until the earlier of (i) the first date on or before March 10, 2010 on which the average of the averages of the highest and lowest sales prices of the Stock reported for consolidated trading of issues listed on the New York Stock Exchange for the 15 trading days prior to such date exceeds the Beginning Average Value and (ii) March 10, 2011. Once either of the conditions described in the immediately preceding sentence has been satisfied, settlement shall occur as soon as practicable thereafter (in the case of condition (i), not later than March 15, 2010, and in the case of condition (ii) not later than April 9, 2011) in cash, shares of Stock or a combination thereof, as determined by the Committee in its sole discretion. If the Participant experiences a Qualified Termination of Employment on or after December 31, 2006, or if the Committee determines, in its discretion pursuant to Section 4(b), that the Participant will not forfeit his or her rights to Performance Shares upon his or her termination of employment for other reasons, settlement shall not occur until March 10, 2011.
Mandatory Deferral of Payment of Earned Performance Shares. Notwithstanding anything contained in Section 2(a) or 2(b) to the contrary (unless the payment date elected pursuant to Section 2(b) is later than the payment date specified herein, in which case Section 2(b) shall control), if the Corporation’s Ending Average Value is less than the Corporation’s Beginning Average Value (as such terms are defined in Section 3(c)), no settlement shall be made in respect of any Performance Shares earned in accordance with Section 3 until the first date the Participant has ceased to be a member of the Board of Directors and has separated from service from the Corporation and all other members of the Corporation’s controlled group of entities. Once the condition described in the immediately preceding sentence has been satisfied, settlement shall occur as soon as practicable thereafter, in cash, shares of Stock, or a combination thereof, as determined by the Committee in its sole discretion.
