Common use of Other Payment Events Clause in Contracts

Other Payment Events. Notwithstanding Section II.A.7(a), to the extent that the PSUs are vested on the dates set forth below, payment with respect to the PSUs will be made as follows: (1) to the extent the PSUs are vested as a result of Section II.A.6 (and have not previously been settled) on the date of Xxxxxxx’s death or Disability such vested PSUs will be settled by issuing to Grantee one share of Common Stock for each such vested PSU within 30 days of Grantee’s death or Disability, and Xxxxxxx’s name shall be entered as the shareholder of record on the books of the Company with respect to such shares; and (2) to the extent the PSUs are vested as a result of Section II.A.6 (and have not previously been settled) on the date of a Change in Control, such vested PSUs will be settled by issuing to Grantee one share of Common Stock for each such vested PSU within 30 days of the Change in Control, and Xxxxxxx’s name shall be entered as the shareholder of record on the books of the Company with respect to such shares; provided, however, that if such Change in Control would not constitute a “change in the ownership,” “change in effective control,” and/or “change in the ownership of a substantial portion of assets” of the Company as those terms are defined under Treasury Regulation Section 1.409A-3(i)(5) (a “409A Change in Control”), and where Section 409A of the Code applies to such distribution, Grantee is entitled to receive the corresponding payment on the earliest of the dates that would have otherwise applied pursuant to Sections II.A.7(a) or II.A.7(b) as though such Change in Control had not occurred. If a Replacement Award is provided and the Change in Control is a 409A Change in Control, notwithstanding anything in this Agreement to the contrary, to the extent necessary to comply with Section 409A of the Code, any outstanding PSUs that at the time of the Change in Control are not subject to a “substantial risk of forfeiture” (within the meaning of Section 409A of the Code) will be paid within 30 days after the Change in Control; and (3) if Grantee experiences a separation from service (within the meaning of Section 409A of the Code) with the Company and its Subsidiaries within two years after a Change in Control that is a 409A Change in Control, to the extent any PSUs at the time of such separation from service are not subject to a “substantial risk of forfeiture” (within the meaning of Section 409A of the Code) (because of the application of Section II.A.6(d) or II.A.6(e)(3) or otherwise), such PSUs will be settled by issuing to Grantee one share of Common Stock for each vested PSU within 30 days after such separation from service, and Xxxxxxx’s name shall be entered as the shareholder of record on the books of the Company with respect to such shares.

Other Payment Events. Notwithstanding Section II.A.7(a1.1(b)(i), to the extent that the PSUs RSUs are vested on the dates set forth below, payment with respect to the PSUs RSUs will be made as follows: (1A) to To the extent the PSUs RSUs are vested as a result of Section II.A.6 (and have not previously been settledpaid) on pursuant to Section 1.1(a) in connection with the date of Xxxxxxx’s death or Disability such vested PSUs will be settled by issuing to Grantee one share of Common Stock for each such vested PSU within 30 days of Grantee’s death death, Disability or DisabilityRetirement, and Xxxxxxxor pursuant to Section 3.4 in connection with a Change in Control or the Grantee’s name shall be entered as Involuntary Termination during the shareholder period of record on the books of the Company with respect to such shares; and (2) to the extent the PSUs are vested as a result of Section II.A.6 (and have not previously been settled) on the date of two years after a Change in Control, such vested PSUs RSUs will be settled by issuing paid to the Grantee one share of Common Stock for each such vested PSU (or the Grantee’s beneficiary) within 30 days after the date of the Change in Control, and Xxxxxxx’s name shall be entered as the shareholder of record on the books of the Company with respect to such sharesvesting event; provided, however, that that, if Section 409A of the Code applies to the RSUs and payment is triggered (1) by the Grantee’s Retirement or Involuntary Termination and such Retirement or Involuntary Termination does not constitute a “separation from service” with the Company and its Subsidiaries for purposes of Section 409A(a)(2)(A)(i) of the Code (a “409A Separation from Service”), (2) by Disability and such Disability does not constitute “disability” for purposes of Section 409A(a)(2)(C) of the Code (a “409A Disability”), or (3) by a Change in Control and such Change in Control would does not constitute a “change in the ownership,control” “change in effective control,” and/or “change in the ownership for purposes of a substantial portion of assets” Section 409A(a)(A)(v) of the Company as those terms are defined under Treasury Regulation Section 1.409A-3(i)(5) Code (a “409A Change in Control”), and where Section 409A then, in each case, payment of the Code applies to such distribution, Grantee is entitled to receive the corresponding payment on RSUs will be made within 30 days after the earliest to occur of (v) the dates that would have otherwise applied pursuant to Sections II.A.7(aapplicable Vesting Date, (w) the Grantee’s 409A Separation from Service, (x) the Grantee’s death, (y) the Grantee’s 409A Disability, or II.A.7(b(z) as though such Change in Control had not occurred. If a Replacement Award is provided and the Change in Control is a 409A Change in Control, notwithstanding . (B) Notwithstanding anything in this Award Agreement to the contrary, if the RSUs become payable on the Grantee’s 409A Separation from Service and the Grantee is a “specified employee” as determined pursuant to procedures adopted by the Company in compliance with Section 409A of the Code, then, to the extent necessary to comply with Section 409A of the Code, the payment for the RSUs shall be made on the earlier of (1) the tenth business day of the seventh month after the date of the Grantee’s 409A Separation from Service or (2) the Grantee’s death. (C) If a Replacement Award is provided pursuant to Section 12(b) of the Plan, notwithstanding anything in this Award Agreement to the contrary, any outstanding PSUs RSUs that at the time of the Change in Control are not subject to a “substantial risk of forfeiture” (within the meaning of Section 409A of the Code) will be paid within 30 days after the Change in Control; and (3) if Grantee experiences a separation from service (within the meaning of Section 409A of the Code) with the Company and its Subsidiaries within two years after a Change in Control that is a 409A Change in Control, deemed to the extent any PSUs be vested at the time of such separation from service are not subject Change in Control. In no event shall the Grantee be permitted to a “substantial risk designate the taxable year of forfeiture” (within payment for the meaning of Section 409A of the Code) (because of the application of Section II.A.6(d) or II.A.6(e)(3) or otherwise), such PSUs will be settled by issuing to Grantee one share of Common Stock for each vested PSU within 30 days after such separation from service, and Xxxxxxx’s name shall be entered as the shareholder of record on the books of the Company with respect to such sharesRSUs.

Other Payment Events. Notwithstanding Section II.A.7(a6(a), to the extent that the PSUs RSUs are vested on the dates set forth below, payment with respect to the PSUs RSUs will be made as follows: (1i) to the extent the PSUs RSUs are vested as a result of Section II.A.6 (and have not previously been settled) on the date as a result of Xxxxxxx’s death or Disability such vested PSUs will be settled by issuing to Grantee one share of Common Stock for each such vested PSU within 30 days of GranteeSection 4(e) in connection with Participant’s death or Disability, and Xxxxxxx’s name shall be entered as the shareholder of record on the books of the Company with respect to such shares; and (2) to the extent the PSUs are vested or as a result of Section II.A.6 (and have not previously been settled4(f) on the date of in connection with a Change in Control, such vested PSUs RSUs will be settled by issuing to Grantee Participant (or Participant’s beneficiary) one share of Common Stock Share for each such vested PSU RSU within 30 60 days after the date of such vesting event; but (ii) notwithstanding Section 6(b)(i), if Section 409A of the Code applies to the RSU Award and settlement is triggered (A) by Disability and such Disability does not constitute “disability” for purposes of Section 409A(a)(2)(C) of the Code or (B) by a Change in Control, Control and Xxxxxxx’s name shall be entered as the shareholder of record on the books of the Company with respect to such shares; provided, however, that if such Change in Control would does not constitute a “change in control” for purposes of Section 409A(a)(A)(v) of the ownership,Code, then payment of the RSUs will be made within 60 days after the earliest to occur of (w) the RSU Vesting Date, (x) Participant’s death, (y) Participant’s “disability” for purposes of Section 409A(a)(2)(C) of the Code (“409A Disability”), or (z) the occurrence of a Change in Control that constitutes a “change in effective control,” and/or “change in the ownership for purposes of a substantial portion of assets” Section 409A(a)(2)(A)(v) of the Company as those terms are defined under Treasury Regulation Section 1.409A-3(i)(5) Code (a “409A Change in Control”); (iii) to the extent the RSUs are vested (and have not previously been settled) as a result of Section 4(d) in connection with Participant’s retirement, and where Section following such retirement (A) Participant dies or experiences a 409A of the Code applies to such distribution, Grantee is entitled to receive the corresponding payment on the earliest of the dates that would have otherwise applied pursuant to Sections II.A.7(aDisability or (B) or II.A.7(b) as though such Change in Control had not occurred. If a Replacement Award is provided and the Change in Control is a 409A Change in Control, notwithstanding anything in this Agreement to the contrary, to the extent necessary to comply with Section 409A of the Code, any outstanding PSUs that at the time of the Change in Control are not subject to a “substantial risk of forfeiture” (within the meaning of Section 409A of the Code) will be paid within 30 days after the Change in Control; and (3) if Grantee experiences a separation from service (within the meaning of Section 409A of the Code) with the Company and its Subsidiaries within two years after a Change in Control that is a 409A Change in Control, to the extent any PSUs at the time of such separation from service are not subject to a “substantial risk of forfeiture” (within the meaning of Section 409A of the Code) (because of the application of Section II.A.6(d) or II.A.6(e)(3) or otherwise)occurs, such PSUs vested RSUs will be settled by issuing to Grantee Participant (or Participant’s beneficiary) one share of Common Stock Share for each such vested PSU RSU within 30 60 days after the date of such separation from servicedeath, and Xxxxxxx’s name 409A Disability or 409A Change in Control, as applicable; and (iv) in no event shall Participant be entered as permitted to designate the shareholder taxable year of record on payment for the books of the Company with respect to such sharesRSUs.

Other Payment Events. Notwithstanding Section II.A.7(a), to the extent that the PSUs are vested on the dates set forth below, payment with respect to the PSUs will be made as follows: (1i) to the extent the PSUs are vested as a result of Section II.A.6 (and have not previously been settled) on the date of Xxxxxxx’s death or Disability death, such vested PSUs will be settled by issuing to Grantee one share of Common Stock for each such vested PSU within 30 days of GranteeXxxxxxx’s death or Disabilitydeath, and Xxxxxxx’s name shall be entered as the shareholder of record on the books of the Company with respect to such shares; and (2ii) to the extent the PSUs are vested as a result of Section II.A.6 (and have not previously been settled) on the date of a Change in Control, such vested PSUs will be settled by issuing to Grantee one share of Common Stock for each such vested PSU within 30 days of the Change in Control, and Xxxxxxx’s name shall be entered as the shareholder of record on the books of the Company with respect to such shares; provided, however, that if such Change in Control would not constitute qualify as a “change in the ownership,” “change in effective control,” and/or “change in the ownership permissible date of a substantial portion of assets” distribution under Section 409A(a)(2)(A) of the Company as those terms are defined under Treasury Regulation Section 1.409A-3(i)(5) (a “409A Change in Control”)Code, and the regulations thereunder, and where Section 409A of the Code applies to such distribution, Grantee is entitled to receive the corresponding payment on the earliest of the dates date that would have otherwise applied pursuant to Sections II.A.7(a) or II.A.7(b) as though this Agreement had such Change in Control had not occurred. If a Replacement Award is provided and the Change in Control is a 409A Change in Control, notwithstanding anything in this Agreement to the contrary, to the extent necessary to comply with Section 409A of the Code, any outstanding PSUs that at the time of the Change in Control are not subject to a “substantial risk of forfeiture” (within the meaning of Section 409A of the Code) will be paid within 30 days after the Change in Control; and (3iii) if Grantee experiences a to the extent the PSUs are vested (and have not previously been settled) on the date of Grantee’s “separation from service (within the meaning of Section 409A of the Code) service” with the Company and its Subsidiaries (determined in accordance with Section 409A(a)(2)(A)(i) of the Code) within two years after following the occurrence of a Change in Control that is a 409A Change in Control, to the extent any PSUs at the time of such separation from service are not subject to constitutes a “substantial risk of forfeiturechange in control” (within the meaning for purposes of Section 409A 409A(a)(2)(A)(v) of the Code) (because of the application of Section II.A.6(d) or II.A.6(e)(3) or otherwise), such vested PSUs will be settled by issuing to Grantee one share of Common Stock for each such vested PSU within 30 days after of the date of such separation from service, and Xxxxxxx’s name shall be entered as the shareholder of record on the books of the Company with respect to such shares.

Other Payment Events. Notwithstanding Section II.A.7(a5(a), to the extent that the PSUs RSUs are vested on the dates set forth below, payment with respect to the PSUs RSUs will be made as follows: (1i) to the extent the PSUs RSUs are vested as a result of Section II.A.6 4(c) in connection with Participant’s termination without cause, such vested RSUs will be settled by issuing to Participant one Common Share for each such vested RSU within 30 days after the date of termination; (ii) to the extent the RSUs are vested (and have not previously been settled) on the date as a result of Xxxxxxx’s death or Disability such vested PSUs will be settled by issuing to Grantee one share of Common Stock for each such vested PSU within 30 days of GranteeSection 4(d) in connection with Participant’s death or Disability, and Xxxxxxx’s name shall be entered as the shareholder of record on the books of the Company with respect to such shares; and (2) to the extent the PSUs are vested or as a result of Section II.A.6 (and have not previously been settled4(e) on the date of in connection with a Change in Control, such vested PSUs RSUs will be settled by issuing to Grantee Participant (or Participant’s beneficiary) one share of Common Stock Share for each such vested PSU RSU within 30 60 days after the date of such vesting event; but (iii) notwithstanding Section 5(b)(i), if Section 409A of the Code applies to the RSU Award and settlement is triggered (A) by Disability and such Disability does not constitute “disability” for purposes of Section 409A(a)(2)(C) of the Code or (B) by a Change in Control, Control and Xxxxxxx’s name shall be entered as the shareholder of record on the books of the Company with respect to such shares; provided, however, that if such Change in Control would does not constitute a “change in control” for purposes of Section 409A(a)(A)(v) of the ownership,Code, then payment of the RSUs will be made within 60 days after the earliest to occur of (w) the RSU Vesting Date, (x) Participant’s death, (y) Participant’s “disability” for purposes of Section 409A(a)(2)(C) of the Code (“409A Disability”), or (z) the occurrence of a Change in Control that constitutes a “change in effective control,” and/or “change in the ownership for purposes of a substantial portion of assets” Section 409A(a)(2)(A)(v) of the Company as those terms are defined under Treasury Regulation Section 1.409A-3(i)(5) Code (a “409A Change in Control”), and where Section 409A of the Code applies to such distribution, Grantee is entitled to receive the corresponding payment on the earliest of the dates that would have otherwise applied pursuant to Sections II.A.7(a) or II.A.7(b) as though such Change in Control had not occurred. If a Replacement Award is provided and the Change in Control is a 409A Change in Control, notwithstanding anything in this Agreement to the contrary, to the extent necessary to comply with Section 409A of the Code, any outstanding PSUs that at the time of the Change in Control are not subject to a “substantial risk of forfeiture” (within the meaning of Section 409A of the Code) will be paid within 30 days after the Change in Control; and (3iv) if Grantee experiences a separation from service (within in no event shall Participant be permitted to designate the meaning taxable year of Section 409A of payment for the Code) with the Company and its Subsidiaries within two years after a Change in Control that is a 409A Change in Control, to the extent any PSUs at the time of such separation from service are not subject to a “substantial risk of forfeiture” (within the meaning of Section 409A of the Code) (because of the application of Section II.A.6(d) or II.A.6(e)(3) or otherwise), such PSUs will be settled by issuing to Grantee one share of Common Stock for each vested PSU within 30 days after such separation from service, and Xxxxxxx’s name shall be entered as the shareholder of record on the books of the Company with respect to such sharesRSUs.

Other Payment Events. Notwithstanding Section II.A.7(a), to the extent that the PSUs are vested on the dates set forth below, payment with respect to the PSUs will be made as follows: (1i) to the extent the PSUs are vested as a result of Section II.A.6 (and have not previously been settled) on the date of Xxxxxxx’s death or Disability death, such vested PSUs will be settled by issuing to Grantee one share of Common Stock for each such vested PSU within 30 days of GranteeXxxxxxx’s death or Disabilitydeath, and Xxxxxxx’s name shall be entered as the shareholder of record on the books of the Company with respect to such shares; and (2ii) to the extent the PSUs are vested as a result of Section II.A.6 (and have not previously been settled) on the date of a Change in Control, such vested PSUs will be settled by issuing to Grantee one share of Common Stock for each such vested PSU within 30 days of the Change in Control, and Xxxxxxx’s name shall be entered as the shareholder of record on the books of the Company with respect to such shares; provided, however, that if such Change in Control would not constitute qualify as a “change in the ownership,” “change in effective control,” and/or “change in the ownership permissible date of a substantial portion of assets” distribution under Section 409A(a)(2)(A) of the Company as those terms are defined under Treasury Regulation Section 1.409A-3(i)(5) (a “409A Change in Control”)Code, and the regulations thereunder, and where Section 409A of the Code applies to such distribution, Grantee is entitled to receive the corresponding payment on the earliest of the dates date that would have otherwise applied pursuant to Sections II.A.7(a) or II.A.7(b) as though this Agreement had such Change in Control had not occurred. If a Replacement Award is provided and the Change in Control is a 409A Change in Control, notwithstanding anything in this Agreement to the contrary, to the extent necessary to comply with Section 409A of the Code, any outstanding PSUs that at the time of the Change in Control are not subject to a “substantial risk of forfeiture” (within the meaning of Section 409A of the Code) will be paid within 30 days after the Change in Control; and (3iii) if Grantee experiences a separation from service (within the meaning of Section 409A of the Code) with the Company and its Subsidiaries within two years after a Change in Control that is a 409A Change in Control, to the extent any the PSUs at the time of such separation from service are not subject to a “substantial risk of forfeiture” (within the meaning of Section 409A of the Code) (because and have not previously been settled) on the date of Grantee’s “separation from service” with the Company and its Subsidiaries (determined in accordance with Section 409A(a)(2)(A)(i) of the application Code) within two years following the occurrence of a Change in Control that constitutes a “change in control” for purposes of Section II.A.6(d409A(a)(2)(A)(v) or II.A.6(e)(3) or otherwise)of the Code, such vested PSUs will be settled by issuing to Grantee one share of Common Stock for each such vested PSU within 30 days after of the date of such separation from service, and Xxxxxxx’s name shall be entered as the shareholder of record on the books of the Company with respect to such shares.

Other Payment Events. Notwithstanding Section II.A.7(a), to the extent that the PSUs are vested on the dates set forth below, payment with respect to the PSUs will be made as follows: (1i) to the extent the PSUs are vested as a result of Section II.A.6 (and have not previously been settled) on the date of Xxxxxxx’s death or Disability death, such vested PSUs will be settled by issuing to Grantee one share of Common Stock for each such vested PSU within 30 days of Grantee’s death or Disabilitydeath, and Xxxxxxx’s name shall be entered as the shareholder of record on the books of the Company with respect to such shares; and (2ii) to the extent the PSUs are vested as a result of Section II.A.6 (and have not previously been settled) on the date of a Change in Control, such vested PSUs will be settled by issuing to Grantee one share of Common Stock for each such vested PSU within 30 days of the Change in Control, and Xxxxxxx’s name shall be entered as the shareholder of record on the books of the Company with respect to such shares; provided, however, that if such Change in Control would not constitute qualify as a “change in the ownership,” “change in effective control,” and/or “change in the ownership permissible date of a substantial portion of assets” distribution under Section 409A(a)(2)(A) of the Company as those terms are defined under Treasury Regulation Section 1.409A-3(i)(5) (a “409A Change in Control”)Code, and the regulations thereunder, and where Section 409A of the Code applies to such distribution, Grantee is entitled to receive the corresponding payment on the earliest of the dates date that would have otherwise applied pursuant to Sections II.A.7(a) or II.A.7(b) as though this Agreement had such Change in Control had not occurred. If a Replacement Award is provided and the Change in Control is a 409A Change in Control, notwithstanding anything in this Agreement to the contrary, to the extent necessary to comply with Section 409A of the Code, any outstanding PSUs that at the time of the Change in Control are not subject to a “substantial risk of forfeiture” (within the meaning of Section 409A of the Code) will be paid within 30 days after the Change in Control; and (3iii) if Grantee experiences a to the extent the PSUs are vested (and have not previously been settled) on the date of Grantee’s “separation from service (within the meaning of Section 409A of the Code) service” with the Company and its Subsidiaries (determined in accordance with Section 409A(a)(2)(A)(i) of the Code) within two years after following the occurrence of a Change in Control that is a 409A Change in Control, to the extent any PSUs at the time of such separation from service are not subject to constitutes a “substantial risk of forfeiturechange in control” (within the meaning for purposes of Section 409A 409A(a)(2)(A)(v) of the Code) (because of the application of Section II.A.6(d) or II.A.6(e)(3) or otherwise), such vested PSUs will be settled by issuing to Grantee one share of Common Stock for each such vested PSU within 30 days after of the date of such separation from service, and Xxxxxxx’s name shall be entered as the shareholder of record on the books of the Company with respect to such shares.

Other Payment Events. Notwithstanding Section II.A.7(a6(a), to the extent that the PSUs RSUs are vested on the dates set forth below, payment with respect to the PSUs RSUs will be made as follows: (1) to the extent the PSUs RSUs are vested as a result of Section II.A.6 (and have not previously been settled) on the date as a result of XxxxxxxSection 4(e) in connection with Participant’s death or Disability Disability, or as a result of Section 4(f) in connection with a Change in Control, such vested PSUs RSUs will be settled by issuing to Grantee Participant (or Participant’s beneficiary) one share of Common Stock Share for each such vested PSU RSU within 30 60 days after the date of Grantee’s death or Disability, and Xxxxxxx’s name shall be entered as the shareholder of record on the books of the Company with respect to such sharesvesting event; andbut (2) notwithstanding Section 6(b)(1), if Section 409A of the Code applies to the RSU Award and settlement is triggered (A) by Disability and such Disability does not constitute “disability” for purposes of Section 409A(a)(2)(C) of the Code or (B) by a Change in Control and such Change in Control does not constitute a “change in control” for purposes of Section 1 Approved Form December 12, 2019 (3) to the extent the PSUs RSUs are vested as a result of Section II.A.6 (and have not previously been settled) on the date as a result of Section 4(d) in connection with Participant’s retirement, and following such retirement (A) Participant dies or experiences a 409A Disability or (B) a 409A Change in ControlControl occurs, such vested PSUs RSUs will be settled by issuing to Grantee Participant (or Participant’s beneficiary) one share of Common Stock Share for each such vested PSU RSU within 30 60 days after the date of the Change in Controlsuch death, and Xxxxxxx’s name shall be entered as the shareholder of record on the books of the Company with respect to such shares; provided, however, that if such Change in Control would not constitute a “change in the ownership,” “change in effective control,” and/or “change in the ownership of a substantial portion of assets” of the Company as those terms are defined under Treasury Regulation Section 1.409A-3(i)(5) (a “409A Change in Control”), and where Section 409A of the Code applies to such distribution, Grantee is entitled to receive the corresponding payment on the earliest of the dates that would have otherwise applied pursuant to Sections II.A.7(a) Disability or II.A.7(b) as though such Change in Control had not occurred. If a Replacement Award is provided and the Change in Control is a 409A Change in Control, notwithstanding anything in this Agreement to the contrary, to the extent necessary to comply with Section 409A of the Code, any outstanding PSUs that at the time of the Change in Control are not subject to a “substantial risk of forfeiture” (within the meaning of Section 409A of the Code) will be paid within 30 days after the Change in Controlas applicable; and (34) if Grantee experiences a separation from service (within in no event shall Participant be permitted to designate the meaning taxable year of Section 409A of payment for the Code) with the Company and its Subsidiaries within two years after a Change in Control that is a 409A Change in Control, to the extent any PSUs at the time of such separation from service are not subject to a “substantial risk of forfeiture” (within the meaning of Section 409A of the Code) (because of the application of Section II.A.6(d) or II.A.6(e)(3) or otherwise), such PSUs will be settled by issuing to Grantee one share of Common Stock for each vested PSU within 30 days after such separation from service, and Xxxxxxx’s name shall be entered as the shareholder of record on the books of the Company with respect to such sharesRSUs.

Other Payment Events. Notwithstanding Section II.A.7(aII.A.2(a), to the extent that the PSUs Restricted Stock Units are vested on the dates set forth below, payment with respect to the PSUs Restricted Stock Units will be made as follows: (1i) to the extent the PSUs Restricted Stock Units are vested as a result of Section II.A.6 II.A.1(b) (and have not previously been settled) on the date of Xxxxxxx’s death or Disability such vested PSUs will be settled by issuing to death, the Company shall issue Grantee one share of Common Stock for each such vested PSU within 30 Restricted Stock Unit as soon as practicable following (but no later than thirty (30) days following) the date of Grantee’s death or Disability, and Xxxxxxx’s name shall be entered as the shareholder of record on the books of the Company with respect to such shares; anddeath; (2ii) to the extent the PSUs Restricted Stock Units are vested as a result of Section II.A.6 II.A.1(b) (and have not previously been settled) on the date of a Change in Control, such vested PSUs will be settled by issuing to the Company shall issue Grantee one share of Common Stock for each such vested PSU within 30 Restricted Stock Unit as soon as practicable following (but no later than thirty (30) days following) the date of the Change in Control, and Xxxxxxx’s name shall be entered as the shareholder of record on the books of the Company with respect to such shares; provided, however, that if such Change in Control would not constitute qualify as a “change in the ownership,” “change in effective control,” and/or “change in the ownership permissible date of a substantial portion of assets” distribution under Section 409A(a)(2)(A) of the Company as those terms are defined under Treasury Regulation Section 1.409A-3(i)(5) (a “409A Change in Control”)Code, and the regulations thereunder, and where Section 409A of the Code applies to such distribution, Grantee is entitled to receive payment for the corresponding payment on Restricted Stock Units shall be made upon the earliest earlier of (A) a Change in Control that constitutes a “change in control” for purposes of Section 409A(a)(2)(A)(v) of the dates Code, or (B) the date that would have otherwise applied pursuant to Sections II.A.7(a) or II.A.7(b) as though this Agreement had such Change in Control had not occurred. If a Replacement Award is provided and the Change in Control is a 409A Change in Control, notwithstanding anything in this Agreement to the contrary, to the extent necessary to comply with Section 409A of the Code, any outstanding PSUs that at the time of the Change in Control are not subject to a “substantial risk of forfeiture” (within the meaning of Section 409A of the Code) will be paid within 30 days after the Change in Control; and (3iii) if Grantee experiences to the extent the Restricted Stock Units are vested as a result of Section II.A.1(b) (and have not previously been settled) on the date of Grantee’s “separation from service (within the meaning of Section 409A of the Code) service” with the Company and its Subsidiaries (determined in accordance with Section 409A(a)(2)(A)(i) of the Code) within two years after following the occurrence of a Change in Control that is a 409A Change in Control, to the extent any PSUs at the time of such separation from service are not subject to constitutes a “substantial risk of forfeiturechange in control” (within the meaning for purposes of Section 409A 409A(a)(2)(A)(v) of the Code) (because of , the application of Section II.A.6(d) or II.A.6(e)(3) or otherwise), such PSUs will be settled by issuing to Company shall issue Grantee one share of Common Stock for each vested PSU within 30 Restricted Stock Unit as soon as practicable following (but no later than thirty (30) days after following) the date of such separation from service, and Xxxxxxx’s name shall be entered as the shareholder of record on the books of the Company with respect to such shares.