Common use of Payment after Vesting Clause in Contracts

Payment after Vesting. Any Performance Shares that vest in accordance with paragraphs 3 through 4 will be paid to the Employee (or in the event of the Employee’s death, to his or her estate) in Shares as soon as practicable following the date of vesting, subject to paragraph 9, but in no event later than the applicable two and one-half (2 1/2) month period of the “short-term deferral” rule set forth in the Section 1.409A-1(b)(4) of the Treasury Regulations issued under Section 409A. Notwithstanding the foregoing, if the Performance Shares are “deferred compensation” within the meaning of Section 409A, the vested Performance Shares will be released to the Employee (or in the event of the Employee’s death, to his or her estate) in Shares as soon as practicable following the date of vesting, subject to paragraph 9, but in no event later than the end of the calendar year that includes the date of vesting or, if later, the fifteen (15th) day of the third (3rd) calendar month following the date of vesting (provided that the Employee will not be permitted, directly or indirectly, to designate the taxable year of the payment). Further, if some or all of the Performance Shares that are “deferred compensation” within the meaning of Section 409A vest on account of the Employee’s Termination of Service (other than due to death) in accordance with paragraphs 3 through 4, the Performance Shares that vest on account of the Employee’s Termination of Service will not be considered due or payable until the Employee has a “separation from service” within the meaning of Section 409A. In addition, if the Employee is a “specified employee” within the meaning of Section 409A at the time of the Employee’s separation from service (other than due to death), then any accelerated Performance Shares will be paid to the Employee no earlier than six (6) months and one (1) day following the date of the Employee’s separation from service unless the Employee dies following his or her separation from service, in which case, the Performance Shares will be paid to the Employee’s estate as soon as practicable following his or her death, subject to paragraph 9. Any Performance Shares that vest in accordance with paragraph 5 will be paid to the Employee (or in the event of the Employee’s death, to his or her estate) in Shares in accordance with the provisions of such paragraph, subject to paragraph 9. For each Performance Share that vests, the Employee will receive one Share.

Payment after Vesting. Any Performance Shares Restricted Stock Units that vest in accordance with paragraphs 3 through 4 will be paid to the Employee (or in the event of the Employee’s death, to his or her estate) in Shares as soon as practicable following the date of vesting, subject to paragraph 9, but in no event later than the applicable two and one-half (2 1/2) month period of the “short-term deferral” rule set forth in the Section 1.409A-1(b)(4) of the Treasury Regulations issued under Section 409A. Notwithstanding the foregoing, if the Performance Shares Restricted Stock Units are “deferred compensation” within the meaning of Section 409A, the vested Performance Shares Restricted Stock Units will be released to the Employee (or in the event of the Employee’s death, to his or her estate) in Shares as soon as practicable following the date of vesting, subject to paragraph 9, but in no event later than the end of the calendar year that includes the date of vesting or, if later, the fifteen (15th) day of the third (3rd) calendar month following the date of vesting (provided that the Employee will not be permitted, directly or indirectly, to designate the taxable year of the payment). Further, if some or all of the Performance Shares Restricted Stock Units that are “deferred compensation” within the meaning of Section 409A vest on account of the Employee’s Termination of Service (other than due to death) in accordance with paragraphs 3 through 4, the Performance Shares Restricted Stock Units that vest on account of the Employee’s Termination of Service will not be considered due or payable until the Employee has a “separation from service” within the meaning of Section 409A. In addition, if the Employee is a “specified employee” within the meaning of Section 409A at the time of the Employee’s separation from service (other than due to death), then any accelerated Performance Shares Restricted Stock Units will be paid to the Employee no earlier than six (6) months and one (1) day following the date of the Employee’s separation from service unless the Employee dies following his or her separation from service, in which case, the Performance Shares Restricted Stock Units will be paid to the Employee’s estate as soon as practicable following his or her death, subject to paragraph 9. Any Performance Shares Restricted Stock Units that vest in accordance with paragraph 5 will be paid to the Employee (or in the event of the Employee’s death, to his or her estate) in Shares in accordance with the provisions of such paragraph, subject to paragraph 9. For each Performance Share Restricted Stock Unit that vests, the Employee will receive one Share.

Payment after Vesting. Any Performance Shares PSUs that vest in accordance with paragraphs 3 through Paragraph 4 will be paid released to the Employee Grantee (or in the event of the EmployeeGrantee’s death, to his or her estate) in Shares as soon as practicable following the date of vesting, subject to paragraph 9Paragraph 8, but in no event later than the applicable two and one-half (2 1/22-½) month period of the “short-term deferral” rule set forth in the Section 1.409A-1(b)(4) of the Treasury Regulations issued under Section 409A. Notwithstanding the foregoing, if the Performance Shares PSUs are “deferred compensation” within the meaning of Section 409A, the vested Performance Shares PSUs will be released to the Employee Grantee (or in the event of the EmployeeGrantee’s death, to his or her estate) in Shares as soon as practicable following the date of vesting, subject to paragraph 9Paragraph 8, but in no event later than the end of the calendar year that includes the date of vesting or, if later, the fifteen (15th) day of the third (3rd) calendar month following the date of vesting (provided that the Employee Grantee will not be permitted, directly or indirectly, to designate the taxable year of the payment). Further, if some or all of the Performance Shares PSUs that are “deferred compensation” within the meaning of Section 409A vest on account of the EmployeeGrantee’s Termination termination of Continued Service (other than due to death) in accordance with paragraphs 3 through 4Paragraph 3, the Performance Shares PSUs that vest on account of the EmployeeGrantee’s Termination termination of Continued Service will not be considered due or payable until the Employee Grantee has a “separation from service” within the meaning of Section 409A. In addition, if the Employee Grantee is a “specified employee” within the meaning of Section 409A at the time of the EmployeeGrantee’s separation from service (other than due to death), then any accelerated Performance Shares PSUs will be paid to the Employee Grantee no earlier than six (6) months and one (1) day following the date of the EmployeeGrantee’s separation from service unless the Employee Grantee dies following his or her separation from service, in which case, the Performance Shares PSUs will be paid to the EmployeeGrantee’s estate as soon as practicable following his or her death, subject to paragraph 9Paragraph 8. Any Performance Shares PSUs that vest in accordance with paragraph 5 Paragraph 4 will be paid to the Employee Grantee (or in the event of the EmployeeGrantee’s death, to his or her estate) in Shares in accordance with the provisions provision of such paragraph, subject to paragraph 9. For each Performance Share that vests, the Employee will receive one ShareParagraph 8.

Payment after Vesting. Any Performance Shares PSUs that vest in accordance with paragraphs 3 through Paragraph 4 will be paid released to the Employee Grantee (or in the event of the EmployeeGrantee’s death, to his or her estate) in Shares as soon as practicable following the date of vesting, subject to paragraph Paragraph 9, but in no event later than the applicable two and one-half (2 1/22-½) month period of the “short-term deferral” rule set forth in the Section 1.409A-1(b)(4) of the Treasury Regulations issued under Section 409A. Notwithstanding the foregoing, if the Performance Shares PSUs are “deferred compensation” within the meaning of Section 409A, the vested Performance Shares PSUs will be released to the Employee Grantee (or in the event of the EmployeeGrantee’s death, to his or her estate) in Shares as soon as practicable following the date of vesting, subject to paragraph Paragraph 9, but in no event later than the end of the calendar year that includes the date of vesting or, if later, the fifteen (15th) day of the third (3rd) calendar month following the date of vesting (provided that the Employee Grantee will not be permitted, directly or indirectly, to designate the taxable year of the payment). Further, if some or all of the Performance Shares PSUs that are “deferred compensation” within the meaning of Section 409A vest on account of the EmployeeGrantee’s Termination termination of Continued Service (other than due to death) in accordance with paragraphs 3 through Paragraph 4, the Performance Shares PSUs that vest on account of the EmployeeGrantee’s Termination termination of Continued Service will not be considered due or payable until the Employee Grantee has a “separation from service” within the meaning of Section 409A. In addition, if the Employee Grantee is a “specified employee” within the meaning of Section 409A at the time of the EmployeeGrantee’s separation from service (other than due to death), then any accelerated Performance Shares PSUs will be paid to the Employee Grantee no earlier than six (6) months and one (1) day following the date of the EmployeeGrantee’s separation from service unless the Employee Grantee dies following his or her separation from service, in which case, the Performance Shares PSUs will be paid to the EmployeeGrantee’s estate as soon as practicable following his or her death, subject to paragraph Paragraph 9. Any Performance Shares PSUs that vest in accordance with paragraph Paragraph 5 will be paid to the Employee Grantee (or in the event of the EmployeeGrantee’s death, to his or her estate) in Shares in accordance with the provisions provision of such paragraph, subject to paragraph Paragraph 9. For each Performance Share that vests, the Employee will receive one Share.

Payment after Vesting. Any Performance Shares Restricted Stock Units that vest in accordance with paragraphs 3 through 4 will be paid to the Employee (or in the event of the Employee’s death, to his or her estate) in Shares as soon as practicable following the date of vesting, subject to paragraph 9, but in no event later than the applicable two and one-half (2 1/2) month period of the “short-term deferral” rule set forth in the Section 1.409A-1(b)(4) of the Treasury Regulations issued under Section 409A. Notwithstanding the foregoing, if the Performance Shares Employee is subject to Section 409A and the Restricted Stock Units are “deferred compensation” within the meaning of Section 409A, the vested Performance Shares Restricted Stock Units will be released to the Employee (or in the event of the Employee’s death, to his or her estate) in Shares as soon as practicable following the date of vesting, subject to paragraph 9, but in no event later than the end of the calendar year that includes the date of vesting or, if later, the fifteen fifteenth (15th) day of the third (3rd) calendar month following the date of vesting (provided that the Employee will not be permitted, directly or indirectly, to designate the taxable year of the payment). Further, if some or all of the Performance Shares Restricted Stock Units that are “deferred compensation” within the meaning of Section 409A 409A, if applicable, vest on account of the Employee’s Termination of Service (other than due to death) in accordance with paragraphs 3 through 4, the Performance Shares Restricted Stock Units that vest on account of the Employee’s Termination of Service will not be considered due or payable until the Employee has a “separation from service” within the meaning of Section 409A. In addition, if the Employee is a “specified employee” within the meaning of Section 409A 409A, if applicable, at the time of the Employee’s separation from service (other than due to death), then any accelerated Performance Shares Restricted Stock Units will be paid to the Employee no earlier than six (6) months and one (1) day following the date of the Employee’s separation from service unless the Employee dies following his or her separation from service, in which case, the Performance Shares Restricted Stock Units will be paid to the Employee’s estate as soon as practicable following his or her death, subject to paragraph 9. Any Performance Shares Restricted Stock Units that vest in accordance with paragraph 5 will be paid to the Employee (or in the event of the Employee’s death, to his or her estate) in Shares in accordance with the provisions of such paragraph, subject to paragraph 9. For each Performance Share Restricted Stock Unit that vests, the Employee will receive one Share.

Payment after Vesting. Any Performance Shares a. Subject to Section 7, any Restricted Stock Units that vest in accordance with paragraphs Section 3 through or Section 4 will be paid to the Employee Participant (or in the event of the EmployeeParticipant’s death, to his or her estate) in Shares whole shares of Common Stock (or, at the election of the Company, in cash or a combination of shares and cash), provided that to the extent determined appropriate by the Company, any federal, state, foreign and local withholding taxes (including but not limited to income tax, payment on account and social insurance contributions) with respect to such Restricted Stock Units will be paid by reducing the number of shares actually paid to the Participant (see Section 9). Subject to the provisions of Sections 2 and 6(b), vested Restricted Stock Units will be paid in whole shares of Common Stock as soon as practicable following the date of after vesting, subject to paragraph 9, but in each such case no event later than the applicable two and date that is two-and-one-half (2 1/2½) month period months from the later of the “short-term deferral” rule set forth in the Section 1.409A-1(b)(4(i) of the Treasury Regulations issued under Section 409A. Notwithstanding the foregoing, if the Performance Shares are “deferred compensation” within the meaning of Section 409A, the vested Performance Shares will be released to the Employee (or in the event of the Employee’s death, to his or her estate) in Shares as soon as practicable following the date of vesting, subject to paragraph 9, but in no event later than the end of the calendar Company’s tax year that includes the date vesting date, or (ii) the end of Participant’s tax year that includes the vesting ordate. b. Notwithstanding anything in the Plan or this Agreement to the contrary, if later, the fifteen (15th) day vesting of the third (3rd) calendar month following balance, or some lesser portion of the date balance, of vesting the Restricted Stock Units is accelerated in connection with Participant’s termination of continuous Service (provided that the Employee will not be permitted, directly or indirectly, to designate the taxable year of the payment). Further, if some or all of the Performance Shares that are “deferred compensation” within the meaning of Section 409A vest on account of the Employee’s Termination of Service (other than due to death) in accordance with paragraphs 3 through 4, the Performance Shares that vest on account of the Employee’s Termination of Service will not be considered due or payable until the Employee has such termination is a “separation from service” within the meaning of Section 409A. In addition409A to the extent Section 409A is applicable, as determined by the Company), other than due to death, and if the Employee (x) Participant is a “specified employee” within the meaning of Section 409A at the time of such termination of continuous Service and (y) the Employeepayment of such accelerated Restricted Stock Units will result in the imposition of additional tax under Section 409A if paid to Participant on or within the six (6) month period following Participant’s separation from service (other than due to death)termination of continuous Service, then any the payment of such accelerated Performance Shares Restricted Stock Units will not be paid to made until the Employee no earlier than date six (6) months and one (1) day following the date of the EmployeeParticipant’s separation from service termination of continuous Service, unless the Employee Participant dies following his or her separation from servicetermination, in which case, the Performance Shares Restricted Stock Units will be paid to the Employee’s estate in shares of Common Stock in accordance with Section 8 as soon as practicable following his or her death, . It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the Restricted Stock Units provided under this Agreement or shares of Common Stock issuable thereunder will be subject to paragraph 9. Any Performance Shares that vest in accordance with paragraph 5 the additional tax imposed under Section 409A, and any ambiguities herein will be paid interpreted to the Employee (or in the event so comply. For purposes of this Agreement, “Section 409A” means Section 409A of the Employee’s deathInternal Revenue Code of 1986, as amended, and any proposed, temporary or final Treasury Regulations and Internal Revenue Service guidance thereunder, as each may be amended from time to his or her estate) in Shares in accordance with the provisions of such paragraph, subject to paragraph 9. For each Performance Share that vests, the Employee will receive one Sharetime.

Payment after Vesting. Any Performance Shares that vest in accordance with paragraphs 3 through 4 will be paid to the Employee (or in the event of the Employee’s death, to his or her estate) in Shares as soon as practicable following the date of vesting, subject to paragraph 9, but in no event later than the applicable two and one-half (2 1/22½) month period of the “short-term deferral” rule set forth in the Section 1.409A-1(b)(4) of the Treasury Regulations issued under Section 409A. Notwithstanding the foregoing, if the Performance Shares are “deferred compensation” within the meaning of Section 409A, the vested Performance Shares will be released to the Employee (or in the event of the Employee’s death, to his or her estate) in Shares as soon as practicable following the date of vesting, subject to paragraph 9, but in no event later than the end of the calendar year that includes the date of vesting or, if later, the fifteen (15th) day of the third (3rd) calendar month following the date of vesting (provided that the Employee will not be permitted, directly or indirectly, to designate the taxable year of the payment). Further, if some or all of the Performance Shares that are “deferred compensation” within the meaning of Section 409A vest on account of the Employee’s Termination of Service (other than due to death) in accordance with paragraphs 3 through 4, the Performance Shares that vest on account of the Employee’s Termination of Service will not be considered due or payable until the Employee has a “separation from service” within the meaning of Section 409A. In addition, if the Employee is a “specified employee” within the meaning of Section 409A at the time of the Employee’s separation from service (other than due to death), then any accelerated Performance Shares will be paid to the Employee no earlier than six (6) months and one (1) day following the date of the Employee’s separation from service unless the Employee dies following his or her separation from service, in which case, the Performance Shares will be paid to the Employee’s estate as soon as practicable following his or her death, subject to paragraph 9. Any Performance Shares that vest in accordance with paragraph 5 will be paid to the Employee (or in the event of the Employee’s death, to his or her estate) in Shares in accordance with the provisions of such paragraph, subject to paragraph 9. For each Performance Share that vests, the Employee will receive one Share. For purposes of this Agreement, “Section 409A” means Section 409A of the U.S. Internal Revenue Code of 1986, as amended, and any final Treasury Regulations and other Internal Revenue Service guidance thereunder, as each may be amended from time to time (“Section 409A”).

Payment after Vesting. Any Performance Shares PSUs that vest in accordance with paragraphs 3 through paragraph 4 will be paid released to the Employee Grantee (or in the event of the EmployeeGrantee’s death, to his or her estate) in Shares as soon as practicable following the date of vesting, subject to paragraph 9, but in no event later than the applicable two and one-half (2 1/22½) month period of the “short-term deferral” rule set forth in the Section 1.409A-1(b)(4) of the Treasury Regulations issued under Section 409A. Notwithstanding the foregoing, if the Performance Shares PSUs are “deferred compensation” within the meaning of Section 409A, the vested Performance Shares PSUs will be released to the Employee Grantee (or in the event of the EmployeeGrantee’s death, to his or her estate) in Shares as soon as practicable following the date of vesting, subject to paragraph 9, but in no event later than the end of the calendar year that includes the date of vesting or, if later, the fifteen (15th) day of the third (3rd) calendar month following the date of vesting (provided that the Employee Grantee will not be permitted, directly or indirectly, to designate the taxable year of the payment). Further, if some or all of the Performance Shares PSUs that are “deferred compensation” within the meaning of Section 409A vest on account of the EmployeeGrantee’s Termination termination of Continued Service (other than due to death) in accordance with paragraphs 3 through paragraph 4, the Performance Shares PSUs that vest on account of the EmployeeGrantee’s Termination termination of Continued Service will not be considered due or payable until the Employee Grantee has a “separation from service” within the meaning of Section 409A. In addition, if the Employee Grantee is a “specified employee” within the meaning of Section 409A at the time of the EmployeeGrantee’s separation from service (other than due to death), then any accelerated Performance Shares PSUs will be paid to the Employee Grantee no earlier than six (6) months and one (1) day following the date of the EmployeeGrantee’s separation from service unless the Employee Grantee dies following his or her separation from service, in which case, the Performance Shares PSUs will be paid to the EmployeeGrantee’s estate as soon as practicable following his or her death, subject to paragraph 9. Any Performance Shares PSUs that vest in accordance with paragraph 5 will be paid to the Employee Grantee (or in the event of the EmployeeGrantee’s death, to his or her estate) in Shares in accordance with the provisions provision of such paragraph, subject to paragraph 9. For each Performance Share that vests, the Employee will receive one Share.

Payment after Vesting. Any Performance Shares that vest in accordance with paragraphs 3 through 4 will be paid to the Employee (or in the event of the Employee’s death, to his or her estate) in Shares as soon as practicable following the date of vesting, subject to paragraph 9, but in no event later than the applicable two and one-half (2 1/2) month period of the “short-term deferral” rule set forth in the Section 1.409A-1(b)(4) of the Treasury Regulations issued under Section 409A. Notwithstanding the foregoing, if the Performance Shares are “deferred compensation” within the meaning of Section 409A, the vested Performance Shares will be released to the Employee (or in the event of the Employee’s death, to his or her estate) in Shares as soon as practicable following the date of vesting, subject to paragraph 9, but in no event later than the end of the calendar year that includes the date of vesting or, if later, the fifteen (15th) day of the third (3rd) calendar month following the date of vesting (provided that the Employee will not be permitted, directly or indirectly, to designate the taxable year of the payment). Further, if some or all of the Performance Shares that are “deferred compensation” within the meaning of Section 409A vest on account of the Employee’s Termination of Service (other than due to death) in accordance with paragraphs 3 through 4, the Performance Shares that vest on account of the Employee’s Termination of Service will not be considered due or payable until the Employee has a “separation from service” within the meaning of Section 409A. In addition, if the Employee is a “specified employee” within the meaning of Section 409A at the time of the Employee’s separation from service (other than due to death), then any accelerated Performance Shares will be paid to the Employee no earlier than six (6) months and one (1) day following the date of the Employee’s separation from service unless the Employee dies following his or her separation from service, in which case, the Performance Shares will be paid to the Employee’s estate as soon as practicable following his or her death, subject to paragraph 9. Any Performance Shares that vest in accordance with paragraph 5 will be paid to the Employee (or in the event of the Employee’s death, to his or her estate) in Shares in accordance with the provisions of such paragraph, subject to paragraph 9. For each Performance Share that vests, the Employee will receive one Share. For purposes of this Agreement, “Section 409A” means Section 409A of the U.S. Internal Revenue Code of 1986, as amended, and any final Treasury Regulations and other Internal Revenue Service guidance thereunder, as each may be amended from time to time (“Section 409A”).

Payment after Vesting. Any Performance Shares Restricted Stock Units that vest in accordance with paragraphs 3 through 4 will be paid to the Employee Director (or in the event of the EmployeeDirector’s death, to his or her estate) in Shares as soon as practicable following the date of vesting, subject to paragraph 9, but in no event later than the applicable two and one-half (2 1/2) month period of the “short-term deferral” rule set forth in the Section 1.409A-1(b)(4) of the Treasury Regulations issued under Section 409A. Notwithstanding the foregoing, if the Performance Shares Restricted Stock Units are “deferred compensation” within the meaning of Section 409A, the vested Performance Shares Restricted Stock Units will be released to the Employee Director (or in the event of the EmployeeDirector’s death, to his or her estate) in Shares as soon as practicable following the date of vesting, subject to paragraph 9, but in no event later than the end of the calendar year that includes the date of vesting or, if later, the fifteen (15th) day of the third (3rd) calendar month following the date of vesting (provided that the Employee Director will not be permitted, directly or indirectly, to designate the taxable year of the payment). Further, if some or all of the Performance Shares Restricted Stock Units that are “deferred compensation” within the meaning of Section 409A vest on account of the EmployeeDirector’s Termination of Service (other than due to death) in accordance with paragraphs 3 through 4, the Performance Shares Restricted Stock Units that vest on account of the EmployeeDirector’s Termination of Service will not be considered due or payable until the Employee Director has a “separation from service” within the meaning of Section 409A. In addition, if the Employee Director is a “specified employee” within the meaning of Section 409A at the time of the EmployeeDirector’s separation from service (other than due to death), then any accelerated Performance Shares Restricted Stock Units will be paid to the Employee Director no earlier than six (6) months and one (1) day following the date of the EmployeeDirector’s separation from service unless the Employee Director dies following his or her separation from service, in which case, the Performance Shares Restricted Stock Units will be paid to the EmployeeDirector’s estate as soon as practicable following his or her death, subject to paragraph 9. Any Performance Shares Restricted Stock Units that vest in accordance with paragraph 5 will be paid to the Employee Director (or in the event of the EmployeeDirector’s death, to his or her estate) in Shares in accordance with the provisions of such paragraph, subject to paragraph 9. For each Performance Share Restricted Stock Unit that vests, the Employee Director will receive one Share.

Payment after Vesting. Any Performance Shares Restricted Stock Units that vest in accordance with paragraphs 3 through 4 will be paid to the Employee (or in the event of the Employee’s death, to his or her estate) in Shares as soon as practicable following the date of vesting, subject to paragraph 9, but in no event later than the applicable two and one-half (2 1/22½) month period of the “short-term deferral” rule set forth in the Section 1.409A-1(b)(4) of the Treasury Regulations issued under Section 409A. Notwithstanding the foregoing, if the Performance Shares Restricted Stock Units are “deferred compensation” within the meaning of Section 409A, the vested Performance Shares Restricted Stock Units will be released to the Employee (or in the event of the Employee’s death, to his or her estate) in Shares as soon as practicable following the date of vesting, subject to paragraph 9, but in no event later than the end of the calendar year that includes the date of vesting or, if later, the fifteen (15th) day of the third (3rd) calendar month following the date of vesting (provided that the Employee will not be permitted, directly or indirectly, to designate the taxable year of the payment). Further, if some or all of the Performance Shares Restricted Stock Units that are “deferred compensation” within the meaning of Section 409A vest on account of the Employee’s Termination of Service (other than due to death) in accordance with paragraphs 3 through 4, the Performance Shares Restricted Stock Units that vest on account of the Employee’s Termination of Service will not be considered due or payable until the Employee has a “separation from service” within the meaning of Section 409A. In addition, if the Employee is a “specified employee” within the meaning of Section 409A at the time of the Employee’s separation from service (other than due to death), then any accelerated Performance Shares Restricted Stock Units will be paid to the Employee no earlier than six (6) months and one (1) day following the date of the Employee’s separation from service unless the Employee dies following his or her separation from service, in which case, the Performance Shares Restricted Stock Units will be paid to the Employee’s estate as soon as practicable following his or her death, subject to paragraph 9. Any Performance Shares Restricted Stock Units that vest in accordance with paragraph 5 will be paid to the Employee (or in the event of the Employee’s death, to his or her estate) in Shares in accordance with the provisions of such paragraph, subject to paragraph 9. For each Performance Share Restricted Stock Unit that vests, the Employee will receive one Share.

Payment after Vesting. (a) Any Performance Shares Restricted Stock Units that vest in accordance with paragraphs paragraph 3 through or 4 of this Agreement or Section 4.4 or 12.10 of the Plan (subject in each case to withholding under paragraph 8) will be paid to the Employee (or in the event of the Employee’s death, to his or her estate) as soon as practicable, but in all cases within 60 days, following the vesting date of such Restricted Stock Units. Any Restricted Stock Units that vest in accordance with paragraph 5 or 11 (subject to withholding under paragraph 8) will be paid to the Employee (or in the event of the Employee’s death, to his or her estate) in Shares as soon as practicable following accordance with the date provisions of vestingsuch paragraph. For each Restricted Stock Unit that vests, the Employee will receive one Share, subject to withholding under paragraph 9, but in no event later than the applicable two and one-half 8. (2 1/2b) month period of the “short-term deferral” rule set forth Notwithstanding anything in the Section 1.409A-1(b)(4) of Plan or this Agreement to the Treasury Regulations issued under Section 409A. Notwithstanding the foregoingcontrary, if the Performance Shares are “deferred compensation” within the meaning vesting of Section 409A, the vested Performance Shares will be released to the Employee (all or a portion of any unvested Restricted Stock Units is accelerated in the event of the Employee’s death, to his or her estate) in Shares as soon as practicable following the date of vesting, subject to paragraph 9, but in no event later than the end of the calendar year that includes the date of vesting or, if later, the fifteen (15th) day of the third (3rd) calendar month following the date of vesting (provided that the Employee will not be permitted, directly or indirectly, to designate the taxable year of the payment). Further, if some or all of the Performance Shares that are “deferred compensation” within the meaning of Section 409A vest on account of connection with the Employee’s Termination of Service (other than due to death) in accordance with paragraphs 3 through 4, the Performance Shares provided that vest on account of the Employee’s Termination of Service will not be considered due or payable until the Employee has such termination is a “separation from service” within the meaning of Section 409A. In addition409A, as determined by the Company), other than due to death, and if both (a) the Employee is a “specified employee” within the meaning of Section 409A at the time of such Termination of Service, and (b) the Employee’s separation from service (other than due to death), then any payment of such accelerated Performance Shares will be Restricted Stock Units would result in the imposition of additional tax under Section 409A if paid to the Employee no earlier than within the six (6) month period following the Employee’s Termination of Service, then the payment of such accelerated Restricted Stock Units will not be made until the date that is six (6) months and one (1) day following the date of the Employee’s separation from service Termination of Service, unless the Employee dies following his or her separation from serviceTermination of Service, in which case, the Performance Shares Restricted Stock Units will be paid in Shares to the Employee’s estate as soon as practicable following his or her death, . It is the intent of this Agreement to be exempt from or comply with the requirements of Section 409A so that none of the Restricted Stock Units provided under this Agreement or Shares issuable thereunder will be subject to paragraph 9. Any Performance Shares that vest in accordance with paragraph 5 the additional tax imposed under Section 409A, and any ambiguities herein will be paid interpreted to the Employee (be so exempt or in the event comply. For purposes of this Agreement, “Section 409A” means Section 409A of the Employee’s deathInternal Revenue Code of 1986, as amended (the “Code”), and any proposed, temporary or final Treasury Regulations and Internal Revenue Service guidance thereunder, as each may be amended from time to his or her estate) in Shares in accordance with the provisions of such paragraph, subject to paragraph 9. For each Performance Share that vests, the Employee will receive one Sharetime.

Payment after Vesting. Any Performance Shares that vest in accordance with paragraphs 3 through 4 will be paid to the Employee (or in the event of the Employee’s death, to his or her estate) in Shares as soon as practicable following the date of vesting, subject to paragraph 9, but in no event later than the applicable two and one-half (2 1/2) month period of the “short-term deferral” rule set forth in the Section 1.409A-1(b)(4) of the Treasury Regulations issued under Section 409A. Notwithstanding the foregoing, if the Performance Shares are “deferred compensation” within the meaning of Section 409A, the vested Performance Shares will be released to the Employee (or in the event of the Employee’s death, to his or her estate) in Shares as soon as practicable following the date of vesting, subject to paragraph 9, but in no event later than the end of the calendar year that includes the date of vesting or, if later, vesting. Notwithstanding the fifteen (15th) day of the third (3rd) calendar month following the date of vesting (provided that the Employee will not be permitted, directly or indirectly, to designate the taxable year of the payment). Furtherforegoing, if some or all of the Performance Shares that are “deferred compensation” within the meaning of Section 409A vest on account of the Employee’s Termination of Service (other than due to death) in accordance with paragraphs 3 through 4, the Performance Shares that vest on account of the Employee’s Termination of Service will not be considered due or payable until the Employee has a “separation from service” within the meaning of Section 409A. In addition, if the Employee is a “specified employee” within the meaning of Section 409A at the time of the Employee’s separation from service (other than due to death), then any accelerated Performance Shares will be paid to the Employee no earlier than six (6) months and one (1) day following the date of the Employee’s separation from service unless the Employee dies following his or her separation from service, in which case, the Performance Shares will be paid to the Employee’s estate as soon as practicable following his or her death, subject to paragraph 9. Any Performance Shares that vest in accordance with paragraph 5 will be paid to the Employee (or in the event of the Employee’s death, to his or her estate) in Shares in accordance with the provisions of such paragraph, subject to paragraph 9. For each Performance Share that vests, the Employee will receive one Share.

Payment after Vesting. Any Performance Shares PSUs that vest in accordance with paragraphs Paragraph 3 through 4 will be paid released to the Employee Grantee (or in the event of the EmployeeGrantee’s death, to his or her estate) in Shares as soon as practicable following the date of vesting, subject to paragraph 9Paragraph 7, but in no event later than the applicable two and one-half (2 1/22-½) month period of the “short-term deferral” rule set forth in the Section 1.409A-1(b)(4) of the Treasury Regulations issued under Section 409A. Notwithstanding the foregoing, if the Performance Shares PSUs are “deferred compensation” within the meaning of Section 409A, the vested Performance Shares PSUs will be released to the Employee Grantee (or in the event of the EmployeeGrantee’s death, to his or her estate) in Shares as soon as practicable following the date of vesting, subject to paragraph 9Paragraph 7, but in no event later than the end of the calendar year that includes the date of vesting or, if later, the fifteen (15th) day of the third (3rd) calendar month following the date of vesting (provided that the Employee Grantee will not be permitted, directly or indirectly, to designate the taxable year of the payment). Further, if some or all of the Performance Shares PSUs that are “deferred compensation” within the meaning of Section 409A vest on account of the EmployeeGrantee’s Termination termination of Continued Service (other than due to death) in accordance with paragraphs 3 through 4Paragraph 3, the Performance Shares PSUs that vest on account of the EmployeeGrantee’s Termination termination of Continued Service will not be considered due or payable until the Employee Grantee has a “separation from service” within the meaning of Section 409A. In addition, if the Employee Grantee is a “specified employee” within the meaning of Section 409A at the time of the EmployeeGrantee’s separation from service (other than due to death), then any accelerated Performance Shares PSUs will be paid to the Employee Grantee no earlier than six (6) months and one (1) day following the date of the EmployeeGrantee’s separation from service unless the Employee Grantee dies following his or her separation from service, in which case, the Performance Shares PSUs will be paid to the EmployeeGrantee’s estate as soon as practicable following his or her death, subject to paragraph 9. Any Performance Shares that vest in accordance with paragraph 5 will be paid to the Employee (or in the event of the Employee’s death, to his or her estate) in Shares in accordance with the provisions of such paragraph, subject to paragraph 9. For each Performance Share that vests, the Employee will receive one ShareParagraph 7.

Payment after Vesting. Any (a) One Share shall be issued for each Performance Share that vests. No fractional Shares shall be issued under this Agreement. (b) Subject to paragraph 8, any Performance Shares that vest in accordance with paragraphs 3 through 4 will be paid to the Employee (or in the event of the Employee’s death, to his or her estate) in Shares as soon as practicable following the date of vesting, subject to paragraph 98 but, but except as provided in this Agreement, in no event later than the applicable two and one-half (2 1/2) month period of the “short-term deferral” rule set forth in the Section 1.409A-1(b)(4) of the Treasury Regulations issued under Section 409A. Notwithstanding the foregoing, if the Performance Shares are “deferred compensation” within the meaning of Section 409A, the vested Performance Shares will be released to the Employee (or in the event of the Employee’s death, to his or her estate) in Shares as soon as practicable months following the date of vestingapplicable Vesting Date, subject to paragraph 9, but in no event later than the end terms and provisions of the calendar year that includes Plan and this Agreement. (c) Notwithstanding anything in the date of vesting orPlan or this Agreement to the contrary, and subject to paragraph 8, if later(x) the Employee is a U.S. Taxpayer, and (y) the fifteen (15th) day vesting of the third (3rd) calendar month following the date of vesting (provided that the Employee will not be permittedbalance, directly or indirectly, to designate the taxable year some lesser portion of the payment). Furtherbalance, if some or all of the Performance Shares that are “deferred compensation” within the meaning of Section 409A vest on account of is accelerated in connection with the Employee’s Termination of termination as a Service (other than due to death) in accordance with paragraphs 3 through 4Provider, the such accelerated Performance Shares that vest on account of the Employee’s Termination of Service will not be considered due or payable paid out until the Employee has a “separation from service” within the meaning of Section 409A. In addition409A, as determined by the Company. Further, if (x) Employee is a U.S. Taxpayer, and (y) at the time of Employee’s “separation from service” within the meaning of Section 409A (as determined by the Company), other than due to death, Employee is a “specified employee” within the meaning of Section 409A at the time of the Employee’s separation from service (other than due to death)409A, then any the payment of such accelerated Performance Shares will not be paid to made until the Employee no earlier than date six (6) months and one (1) day following the date of the Employee’s separation from service unless termination as a Service Provider (or such later date as is necessary to avoid the Employee dies following his or her separation from serviceimposition of additional taxation under Section 409A). Notwithstanding the foregoing, any delay in which case, the Performance Shares payment pursuant to this paragraph 5 will be paid to cease upon the Employee’s estate death and such payment will be made as soon as practicable following his or her after the date of Employee’s death, subject to paragraph 98. Any Performance Shares that vest in accordance with paragraph 5 will be paid to the Employee (or in the event For purposes of this Agreement, “Section 409A” means Section 409A of the Employee’s deathInternal Revenue Code of 1986, as amended, and any proposed, temporary or final Treasury Regulations and Internal Revenue Service guidance thereunder, as each may be amended from time to his or her estate) in Shares in accordance with the provisions of such paragraph, subject to paragraph 9. For each Performance Share that vests, the Employee will receive one Sharetime.

Payment after Vesting. Any Performance Shares that vest in accordance with paragraphs Paragraphs 3 through and 4 will be paid to the Employee (or in the event of the Employee’s death, to his or her estate) in Shares as soon as practicable following the date of vesting, vesting (subject to paragraph Paragraph 9), but in no event later than the applicable two and date that is two-and-one-half (2 1/2) month period of the “short-term deferral” rule set forth in the Section 1.409A-1(b)(4) of the Treasury Regulations issued under Section 409A. Notwithstanding the foregoing, if the Performance Shares are “deferred compensation” within the meaning of Section 409A, the vested Performance Shares will be released to the Employee (or in the event of the Employee’s death, to his or her estate) in Shares as soon as practicable following the date of vesting, subject to paragraph 9, but in no event later than months from the end of the calendar Company’s tax year that includes the date of vesting ordate. Notwithstanding anything in the Plan or this Agreement to the contrary, if later, the fifteen (15th) day vesting of the third (3rd) calendar month following the date of vesting (provided that the Employee will not be permittedbalance, directly or indirectly, to designate the taxable year some lesser portion of the payment). Furtherbalance, if some or all of the Performance Shares that are “deferred compensation” within the meaning of Section 409A vest on account of is accelerated in connection with the Employee’s Termination of Service (other than due to death) in accordance with paragraphs 3 through 4, the Performance Shares provided that vest on account of the Employee’s Termination of Service will not be considered due or payable until the Employee has such termination is a “separation from service” within the meaning of Section 409A. In addition409A, as determined by the Company), other than due to death, and if (a) the Employee is a “specified employee” within the meaning of Section 409A at the time of such Termination of Service and (b) the Employee’s separation from service (other than due to death), then any payment of such accelerated Performance Shares will be result in the imposition of additional tax under Section 409A if paid to the Employee no earlier than on or within the six (6) month period following the Employee’s Termination of Service, then the payment of such accelerated Performance Shares will not be made until the date six months and one (1) day following the date of the Employee’s separation from service Termination of Service, unless the Employee dies following his or her separation from serviceTermination of Service, in which case, the Performance Shares will be paid to the Employee’s estate as soon as practicable following his or her death, subject to paragraph Paragraph 9. Any It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the Performance Shares that vest in accordance with paragraph 5 provided under this Agreement or Shares issuable thereunder will be paid subject to the Employee (or in the event additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. For purposes of this Agreement, “Section 409A” means Section 409A of the Employee’s deathInternal Revenue Code of 1986, as amended (the “Code”), and any proposed, temporary or final Treasury Regulations and Internal Revenue Service guidance thereunder, as each may be amended from time to his or her estate) in Shares in accordance with the provisions of such paragraph, subject to paragraph 9time. For each Performance Share that vests, the Employee will receive one Share.

Payment after Vesting. Any Performance Shares Restricted Stock Units that vest in accordance with paragraphs 3 through paragraph 4 will be paid released to the Employee Grantee (or in the event of the EmployeeGrantee’s death, to his or her estate) in Shares as soon as practicable following the date of vesting, subject to paragraph 9, but in no event later than the applicable two and one-half (2 1/221/2) month period of the “short-term deferral” rule set forth in the Section 1.409A-1(b)(4) of the Treasury Regulations issued under Section 409A. Notwithstanding the foregoing, if the Performance Shares Restricted Stock Units are “deferred compensation” within the meaning of Section 409A, the vested Performance Shares Restricted Stock Units will be released to the Employee Grantee (or in the event of the EmployeeGrantee’s death, to his or her estate) in Shares as soon as practicable following the date of vesting, subject to paragraph 9, but in no event later than the end of the calendar year that includes the date of vesting or, if later, the fifteen (15th) day of the third (3rd) calendar month following the date of vesting (provided that the Employee Grantee will not be permitted, directly or indirectly, to designate the taxable year of the payment). Further, if some or all of the Performance Shares Restricted Stock Units that are “deferred compensation” within the meaning of Section 409A vest on account of the EmployeeGrantee’s Termination termination of Continued Service (other than due to death) in accordance with paragraphs 3 through paragraph 4, the Performance Shares Restricted Stock Units that vest on account of the EmployeeGrantee’s Termination termination of Continued Service will not be considered due or payable until the Employee Grantee has a “separation from service” within the meaning of Section 409A. In addition, if the Employee Grantee is a “specified employee” within the meaning of Section 409A at the time of the EmployeeGrantee’s separation from service (other than due to death), then any accelerated Performance Shares Restricted Stock Units will be paid to the Employee Grantee no earlier than six (6) months and one (1) day following the date of the EmployeeGrantee’s separation from service unless the Employee Grantee dies following his or her separation from service, in which case, the Performance Shares Restricted Stock Units will be paid to the EmployeeGrantee’s estate as soon as practicable following his or her death, subject to paragraph 9. Any Performance Shares Restricted Stock Units that vest in accordance with paragraph 5 will be paid to the Employee Grantee (or in the event of the EmployeeGrantee’s death, to his or her estate) in Shares in accordance with the provisions provision of such paragraph, subject to paragraph 9. For each Performance Share that vests, the Employee will receive one Share.

Payment after Vesting. (a) Any Performance Shares Restricted Stock Units that vest in accordance with paragraphs paragraph 3 through 4 will be paid to the Employee Participant (or in the event of the EmployeeParticipant’s death, to his or her estate) in Shares whole shares of Common Stock, provided that to the extent determined appropriate by the Company, any federal, state and local withholding taxes with respect to such Restricted Stock Units will be paid by reducing the number of shares actually paid to the Participant (see Section 7). Subject to the provisions of Section 5(b), vested Restricted Stock Units will be paid in whole shares of Common Stock as soon as practicable following the date of after vesting, subject to paragraph 9, but in each such case no event later than the applicable two and date that is two-and-one-half (2 1/2) month period months from the later of the “short-term deferral” rule set forth in the Section 1.409A-1(b)(4(i) of the Treasury Regulations issued under Section 409A. Notwithstanding the foregoing, if the Performance Shares are “deferred compensation” within the meaning of Section 409A, the vested Performance Shares will be released to the Employee (or in the event of the Employee’s death, to his or her estate) in Shares as soon as practicable following the date of vesting, subject to paragraph 9, but in no event later than the end of the calendar Company’s tax year that includes the date vesting date, or (ii) the end of Participant’s tax year that includes the vesting ordate. (b) Notwithstanding anything in the Plan or this Agreement to the contrary, if later, the fifteen (15th) day vesting of the third (3rd) calendar month following balance, or some lesser portion of the date balance, of vesting the Restricted Stock Units is accelerated in connection with Participant’s termination of continuous Service (provided that the Employee will not be permitted, directly or indirectly, to designate the taxable year of the payment). Further, if some or all of the Performance Shares that are “deferred compensation” within the meaning of Section 409A vest on account of the Employee’s Termination of Service (other than due to death) in accordance with paragraphs 3 through 4, the Performance Shares that vest on account of the Employee’s Termination of Service will not be considered due or payable until the Employee has such termination is a “separation from service” within the meaning of Section 409A. In addition409A, as determined by the Company), other than due to death, and if the Employee (x) Participant is a “specified employee” within the meaning of Section 409A at the time of such termination of continuous Service and (y) the Employeepayment of such accelerated Restricted Stock Units will result in the imposition of additional tax under Section 409A if paid to Participant on or within the six (6) month period following Participant’s separation from service (other than due to death)termination of continuous Service, then any the payment of such accelerated Performance Shares Restricted Stock Units will not be paid to made until the Employee no earlier than date six (6) months and one (1) day following the date of the EmployeeParticipant’s separation from service termination of continuous Service, unless the Employee Participant dies following his or her separation from servicetermination, in which case, the Performance Shares Restricted Stock Units will be paid to the Employee’s estate in shares of Common Stock in accordance with Section 6 as soon as practicable following his or her death, . It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the Restricted Stock Units provided under this Agreement or shares of Common Stock issuable thereunder will be subject to paragraph 9. Any Performance Shares that vest in accordance with paragraph 5 the additional tax imposed under Section 409A, and any ambiguities herein will be paid interpreted to the Employee (or in the event so comply. For purposes of this Agreement, “Section 409A” means Section 409A of the Employee’s deathInternal Revenue Code of 1986, as amended, and any proposed, temporary or final Treasury Regulations and Internal Revenue Service guidance thereunder, as each may be amended from time to his or her estate) in Shares in accordance with the provisions of such paragraph, subject to paragraph 9. For each Performance Share that vests, the Employee will receive one Sharetime.

Payment after Vesting. Any Performance Shares Restricted Stock Units that vest in accordance with paragraphs 3 through 4 Section C will be paid to the Employee Participant (or in the event of the EmployeeParticipant’s death, to his or her estate) in whole Shares, provided that to the extent determined appropriate by the Company, any federal, state and local withholding taxes with respect to such Restricted Stock Units will be paid by reducing the number of Shares as soon as practicable following actually paid to the date of vesting, subject Participant. Subject to paragraph 9, but in no event later than the applicable two and one-half (2 1/2) month period provisions of the “short-term deferral” rule set forth in the Section 1.409A-1(b)(4) of the Treasury Regulations issued under Section 409A. Notwithstanding the foregoingfollowing paragraph, if the Performance Shares are “deferred compensation” within the meaning of Section 409A, the such vested Performance Shares will Restricted Stock Units shall be released to the Employee (or in the event of the Employee’s death, to his or her estate) paid in Shares as soon as practicable following the date of after vesting, subject to paragraph 9, but in each such case no event later than the date that is two-and-one-half months from the end of the calendar Company’s tax year that includes the date of vesting ordate. Notwithstanding anything in the Plan or this Agreement to the contrary, if later, the fifteen (15th) day vesting of the third (3rd) calendar month following balance, or some lesser portion of the date balance, of vesting the Restricted Stock Units is accelerated in connection with Participant’s termination of Service (provided that the Employee will not be permitted, directly or indirectly, to designate the taxable year of the payment). Further, if some or all of the Performance Shares that are “deferred compensation” within the meaning of Section 409A vest on account of the Employee’s Termination of Service (other than due to death) in accordance with paragraphs 3 through 4, the Performance Shares that vest on account of the Employee’s Termination of Service will not be considered due or payable until the Employee has such termination is a “separation from service” within the meaning of Section 409A. In addition409A, as determined by the Company), other than due to death, and if the Employee (x) Participant is a “specified employee” within the meaning of Section 409A at the time of such termination of Service and (y) the Employee’s separation from service (other than due to death), then any payment of such accelerated Performance Shares Restricted Stock Units will be result in the imposition of additional tax under Section 409A if paid to Participant on or within the Employee no earlier than six (6) month period following Participant’s termination of Service, then, to the extent necessary to avoid the imposition of such additional tax, the payment of such accelerated Restricted Stock Units otherwise payable to Participant during such six (6) month period will accrue and will not be made until the date six (6) months and one (1) day following the date of the EmployeeParticipant’s separation from service termination of Service, unless the Employee Participant dies following his or her separation from service, in which case, the Performance Shares will be paid to the Employee’s estate as soon as practicable following his or her death, subject to paragraph 9. Any Performance Shares that vest in accordance with paragraph 5 will be paid to the Employee (or in the event of the Employee’s death, to his or her estate) in Shares in accordance with the provisions of such paragraph, subject to paragraph 9. For each Performance Share that vests, the Employee will receive one Share.her

Payment after Vesting. Any Performance Shares Restricted Stock Units that vest in accordance with paragraphs 3 through paragraph 4 or paragraph 5 will be paid to the Employee Grantee (or in the event of the EmployeeGrantee’s death, to his or her estate) in Shares as soon as practicable following the date of vesting, subject to paragraph 9, but in no event later than the applicable two and one-half (2 1/22-½) month period of the “short-term deferral” rule set forth in the Section 1.409A-1(b)(4) of the Treasury Regulations issued under Section 409A. Notwithstanding the foregoing, if the Performance Shares Restricted Stock Units are “deferred compensation” within the meaning of Section 409A, the vested Performance Shares Restricted Stock Units will be released to the Employee Grantee (or in the event of the EmployeeGrantee’s death, to his or her estate) in Shares as soon as practicable following the date of vesting, subject to paragraph 9, but in no event later than the end of the calendar year that includes the date of vesting or, if later, the fifteen (15th) day of the third (3rd) calendar month following the date of vesting (provided that the Employee Grantee will not be permitted, directly or indirectly, to designate the taxable year of the payment). Further, if some or all of the Performance Shares Restricted Stock Units that are “deferred compensation” within the meaning of Section 409A vest on account of the EmployeeGrantee’s Termination termination of Continued Service (other than due to death) in accordance with paragraphs 3 through paragraph 4, the Performance Shares Restricted Stock Units that vest on account of the EmployeeGrantee’s Termination termination of Continued Service will not be considered due or payable until the Employee Grantee has a “separation from service” within the meaning of Section 409A. In addition, if the Employee Grantee is a “specified employee” within the meaning of Section 409A at the time of the EmployeeGrantee’s separation from service (other than due to death), then any accelerated Performance Shares Restricted Stock Units will be paid to the Employee Grantee no earlier than six (6) months and one (1) day following the date of the EmployeeGrantee’s separation from service unless the Employee Grantee dies following his or her separation from service, in which case, the Performance Shares Restricted Stock Units will be paid to the EmployeeGrantee’s estate as soon as practicable following his or her death, subject to paragraph 9. Any Performance Shares Restricted Stock Units that vest in accordance with paragraph 5 will be paid to the Employee Grantee (or in the event of the EmployeeGrantee’s death, to his or her estate) in Shares in accordance with the provisions provision of such paragraph, subject to paragraph 9. For each Performance Share that vests, the Employee will receive one Share.

Payment after Vesting. Any Performance Shares Restricted Stock Units that vest in accordance with paragraphs 3 through Paragraph 4 will be paid released to the Employee Grantee (or in the event of the EmployeeGrantee’s death, to his or her estate) in Shares as soon as practicable following the date of vesting, subject to paragraph Paragraph 9, but in no event later than the applicable two and one-half (2 1/22-½) month period of the “short-term deferral” rule set forth in the Section 1.409A-1(b)(4) of the Treasury Regulations issued under Section 409A. Notwithstanding the foregoing, if the Performance Shares Restricted Stock Units are “deferred compensation” within the meaning of Section 409A, the vested Performance Shares Restricted Stock Units will be released to the Employee Grantee (or in the event of the EmployeeGrantee’s death, to his or her estate) in Shares as soon as practicable following the date of vesting, subject to paragraph Paragraph 9, but in no event later than the end of the calendar year that includes the date of vesting or, if later, the fifteen (15th) day of the third (3rd) calendar month following the date of vesting (provided that the Employee Grantee will not be permitted, directly or indirectly, to designate the taxable year of the payment). Further, if some or all of the Performance Shares Restricted Stock Units that are “deferred compensation” within the meaning of Section 409A vest on account of the EmployeeGrantee’s Termination termination of Continued Service (other than due to death) in accordance with paragraphs 3 through Paragraph 4, the Performance Shares Restricted Stock Units that vest on account of the EmployeeGrantee’s Termination termination of Continued Service will not be considered due or payable until the Employee Grantee has a “separation from service” within the meaning of Section 409A. In addition, if the Employee Grantee is a “specified employee” within the meaning of Section 409A at the time of the EmployeeGrantee’s separation from service (other than due to death), then any Restricted Stock Units accelerated Performance Shares on account of the Grantee’s separation from service will be paid to the Employee Grantee no earlier than six (6) months and one (1) day following the date of the EmployeeGrantee’s separation from service unless the Employee Grantee dies following his or her separation from service, in which case, the Performance Shares Restricted Stock Units will be paid to the EmployeeGrantee’s estate as soon as practicable following his or her death, subject to paragraph Paragraph 9. Any Performance Shares Restricted Stock Units that vest in accordance with paragraph Paragraph 5 will be paid to the Employee Grantee (or in the event of the EmployeeGrantee’s death, to his or her estate) in Shares in accordance with the provisions provision of such paragraph, subject to paragraph Paragraph 9. For each Performance Share that vests, the Employee will receive one Share.

Payment after Vesting. (a) Any Performance Shares Restricted Stock Units that vest in accordance with paragraphs paragraph 3 through or 4 of this Agreement or Section 4.4 or 12.10 of the Plan (subject in each case to withholding under paragraph 8) will be paid to the Employee (or in the event of the Employee’s death, to his or her estate) as soon as practicable, but in all cases within 60 days, following the vesting date of such Restricted Stock Units. Any Restricted Stock Units that vest in accordance with paragraph 5 or 11 (subject to withholding under paragraph 8) will be paid to the Employee (or in the event of the Employee’s death, to his or her estate) in Shares as soon as practicable following accordance with the date provisions of vestingsuch paragraph. For each Restricted Stock Unit that vests, the Employee will receive one Share, subject to withholding under paragraph 9, but in no event later than the applicable two and one-half 8. (2 1/2b) month period of the “short-term deferral” rule set forth Notwithstanding anything in the Section 1.409A-1(b)(4) of Plan or this Agreement to the Treasury Regulations issued under Section 409A. Notwithstanding the foregoingcontrary, if the Performance Shares are “deferred compensation” within the meaning vesting of Section 409A, the vested Performance Shares will be released to the Employee (all or a portion of any unvested Restricted Stock Units is accelerated in the event of the Employee’s death, to his or her estate) in Shares as soon as practicable following the date of vesting, subject to paragraph 9, but in no event later than the end of the calendar year that includes the date of vesting or, if later, the fifteen (15th) day of the third (3rd) calendar month following the date of vesting (provided that the Employee will not be permitted, directly or indirectly, to designate the taxable year of the payment). Further, if some or all of the Performance Shares that are “deferred compensation” within the meaning of Section 409A vest on account of connection with the Employee’s Termination of Service (other than due to death) in accordance with paragraphs 3 through 4, the Performance Shares provided that vest on account of the Employee’s Termination of Service will not be considered due or payable until the Employee has such termination is a “separation from service” within the meaning of Section 409A. In addition409A, as determined by the Company), other than due to death, and if both (a) the Employee is a “specified employee” within the meaning of Section 409A at the time of such Termination of Service, and (b) the Employee’s separation from service (other than due to death), then any payment of such accelerated Performance Shares will be Restricted Stock Units would result in the imposition of additional tax under Section 409A if paid to the Employee no earlier than within the six (6) month period following the Employee’s Termination of Service, then the payment of such accelerated Restricted Stock Units will not be made until the date that is six (6) months and one (1) day following the date of the Employee’s separation from service Termination of Service, unless the Employee dies following his or her separation from serviceTermination of Service, in which case, the Performance Shares Restricted Stock Units will be paid in Shares to the Employee’s estate as soon as practicable following his or her death, . It is the intent of this Agreement to be exempt from or comply with the requirements of Section 409A so that none of the Restricted Stock Units provided under this Agreement or Shares issuable thereunder will be subject to paragraph 9. Any Performance Shares that vest in accordance with paragraph 5 the additional tax imposed under Section 409A, and any ambiguities herein will be paid interpreted to the Employee (be so exempt or in the event of the Employee’s death, to his or her estate) in Shares in accordance with the provisions of such paragraph, subject to paragraph 9. For each Performance Share that vests, the Employee will receive one Sharecomply.

Payment after Vesting. Section 6 of the Performance Share Agreement[s] is hereby amended in its entirety to read as follows: “Any Performance Shares that vest in accordance with paragraphs 3 through 4 will be paid to the Employee (or in the event of the Employee’s death, to his or her estate) in Shares as soon as practicable following the date of vesting, subject to paragraph 9, but in no event later than the applicable two and one-half (2 1/2) month period of the “short-term deferral” rule set forth in the Section 1.409A-1(b)(4) of the Treasury Regulations issued under Section 409A. Notwithstanding the foregoing, if the Performance Shares are “deferred compensation” within the meaning of Section 409A, the vested Performance Shares will be released to the Employee (or in the event of the Employee’s death, to his or her estate) in Shares as soon as practicable following the date of vesting, subject to paragraph 9, but in no event later than the end of the calendar year that includes the date of vesting or, if later, vesting. Notwithstanding the fifteen (15th) day of the third (3rd) calendar month following the date of vesting (provided that the Employee will not be permitted, directly or indirectly, to designate the taxable year of the payment). Furtherforegoing, if some or all of the Performance Shares that are “deferred compensation” within the meaning of Section 409A vest on account of the Employee’s Termination of Service (other than due to death) in accordance with paragraphs 3 through 4, the Performance Shares that vest on account of the Employee’s Termination of Service will not be considered due or payable until the Employee has a “separation from service” within the meaning of Section 409A. In addition, if the Employee is a “specified employee” within the meaning of Section 409A at the time of the Employee’s separation from service (other than due to death), then any accelerated Performance Shares will be paid to the Employee no earlier than six (6) months and one (1) day following the date of the Employee’s separation from service unless the Employee dies following his or her separation from service, in which case, the Performance Shares will be paid to the Employee’s estate as soon as practicable following his or her death, subject to paragraph 9. Any Performance Shares that vest in accordance with paragraph 5 will be paid to the Employee (or in the event of the Employee’s death, to his or her estate) in Shares in accordance with the provisions of such paragraph, subject to paragraph 9. For each Performance Share that vests, the Employee will receive one Share.”

Payment after Vesting. Any Performance Shares PSUs that vest in accordance with paragraphs 3 through paragraph 4 will be paid released to the Employee Grantee (or in the event of the EmployeeGrantee’s death, to his or her estate) in Shares as soon as practicable following the date of vesting, subject to paragraph 9, but in no event later than the applicable two and one-half (2 1/221/2) month period of the “short-term deferral” rule set forth in the Section 1.409A-1(b)(4) of the Treasury Regulations issued under Section 409A. Notwithstanding the foregoing, if the Performance Shares PSUs are “deferred compensation” within the meaning of Section 409A, the vested Performance Shares PSUs will be released to the Employee Grantee (or in the event of the EmployeeGrantee’s death, to his or her estate) in Shares as soon as practicable following the date of vesting, subject to paragraph 9, but in no event later than the end of the calendar year that includes the date of vesting or, if later, the fifteen (15th) day of the third (3rd) calendar month following the date of vesting (provided that the Employee Grantee will not be permitted, directly or indirectly, to designate the taxable year of the payment). Further, if some or all of the Performance Shares PSUs that are “deferred compensation” within the meaning of Section 409A vest on account of the EmployeeGrantee’s Termination termination of Continued Service (other than due to death) in accordance with paragraphs 3 through paragraph 4, the Performance Shares PSUs that vest on account of the EmployeeGrantee’s Termination termination of Continued Service will not be considered due or payable until the Employee Grantee has a “separation from service” within the meaning of Section 409A. In addition, if the Employee Grantee is a “specified employee” within the meaning of Section 409A at the time of the EmployeeGrantee’s separation from service (other than due to death), then any accelerated Performance Shares PSUs will be paid to the Employee Grantee no earlier than six (6) months and one (1) day following the date of the EmployeeGrantee’s separation from service unless the Employee Grantee dies following his or her separation from service, in which case, the Performance Shares PSUs will be paid to the EmployeeGrantee’s estate as soon as practicable following his or her death, subject to paragraph 9. Any Performance Shares PSUs that vest in accordance with paragraph 5 will be paid to the Employee Grantee (or in the event of the EmployeeGrantee’s death, to his or her estate) in Shares in accordance with the provisions provision of such paragraph, subject to paragraph 9. For each Performance Share that vests, the Employee will receive one Share.

Payment after Vesting. (a) Any Performance Shares Restricted Stock Units that vest in accordance with paragraphs paragraph 3 through or 4 of this Agreement or Sections 4.5 or 13.10 of the Plan (subject in each case to withholding under paragraph 8) will be paid to the Employee (or in the event of the Employee’s death, to his or her estate) as soon as practicable, but in all cases within 60 days, following the vesting date of such Restricted Stock Units. Any Restricted Stock Units that vest in accordance with paragraph 5 or 11 (subject to withholding under paragraph 8) will be paid to the Employee (or in the event of the Employee’s death, to his or her estate) in Shares as soon as practicable following accordance with the date provisions of vestingsuch paragraph. For each Restricted Stock Unit that vests, the Employee will receive one Share, subject to withholding under paragraph 9, but in no event later than the applicable two and one-half 8. (2 1/2b) month period of the “short-term deferral” rule set forth Notwithstanding anything in the Section 1.409A-1(b)(4) of Plan or this Agreement to the Treasury Regulations issued under Section 409A. Notwithstanding the foregoingcontrary, if the Performance Shares are “deferred compensation” within the meaning vesting of Section 409A, the vested Performance Shares will be released to the Employee (all or a portion of any unvested Restricted Stock Units is accelerated in the event of the Employee’s death, to his or her estate) in Shares as soon as practicable following the date of vesting, subject to paragraph 9, but in no event later than the end of the calendar year that includes the date of vesting or, if later, the fifteen (15th) day of the third (3rd) calendar month following the date of vesting (provided that the Employee will not be permitted, directly or indirectly, to designate the taxable year of the payment). Further, if some or all of the Performance Shares that are “deferred compensation” within the meaning of Section 409A vest on account of connection with the Employee’s Termination of Service (other than due to death) in accordance with paragraphs 3 through 4, the Performance Shares provided that vest on account of the Employee’s Termination of Service will not be considered due or payable until the Employee has such termination is a “separation from service” within the meaning of Section 409A. In addition409A, as determined by the Company), other than due to death, and if both (a) the Employee is a “specified employee” within the meaning of Section 409A at the time of such Termination of Service, and (b) the Employee’s separation from service (other than due to death), then any payment of such accelerated Performance Shares will be Restricted Stock Units would result in the imposition of additional tax under Section 409A if paid to the Employee no earlier than within the six (6) month period following the Employee’s Termination of Service, then the payment of such accelerated Restricted Stock Units will not be made until the date that is six (6) months and one (1) day following the date of the Employee’s separation from service Termination of Service, unless the Employee dies following his or her separation from serviceTermination of Service, in which case, the Performance Shares Restricted Stock Units will be paid in Shares to the Employee’s estate as soon as practicable following his or her death, . It is the intent of this Agreement to be exempt from or comply with the requirements of Section 409A so that none of the Restricted Stock Units provided under this Agreement or Shares issuable thereunder will be subject to paragraph 9. Any Performance Shares that vest in accordance with paragraph 5 the additional tax imposed under Section 409A, and any ambiguities herein will be paid interpreted to the Employee (be so exempt or in the event comply. For purposes of this Agreement, “Section 409A” means Section 409A of the Employee’s deathInternal Revenue Code of 1986, as amended (the “Code”), and any proposed, temporary or final Treasury Regulations and Internal Revenue Service guidance thereunder, as each may be amended from time to his or her estate) in Shares in accordance with the provisions of such paragraph, subject to paragraph 9. For each Performance Share that vests, the Employee will receive one Sharetime.

Payment after Vesting. Any Performance Shares that vest in accordance with paragraphs 3 through 4 will be paid to the Employee (or in the event of the Employee’s death, to his or her estate) in Shares as soon as practicable following the date of vesting, subject to paragraph 9, but in no event later than the applicable two and one-half (2 1/2) month period of the “short-term deferral” rule set forth in the Section 1.409A-1(b)(4) of the Treasury Regulations issued under Section 409A. Notwithstanding the foregoing, if the Performance Shares are “deferred compensation” within the meaning of Section 409A, the vested Performance Shares will be released to the Employee (or in the event of the Employee’s death, to his or her estate) in Shares as soon as practicable following the date of vesting, subject to paragraph 9, but in no event later than the end of the calendar year that includes the date of vesting or, if later, the fifteen (15th) day of the third (3rd) calendar month following the date of vesting (provided that the Employee will not be permitted, directly or indirectly, to designate the taxable year of the payment). Further, if some or all of the Performance Shares that are “deferred compensation” within the meaning of Section 409A vest on account of the Employee’s Termination of Service (other than due to death) in accordance with paragraphs 3 through 4, the Performance Shares that vest on account of the Employee’s Termination of Service will not be considered due or payable until the Employee has a “separation from service” within the meaning of Section 409A. In addition, if the Employee is a “specified employee” within the meaning of Section 409A at the time of the Employee’s separation from service (other than due to death), then any accelerated Performance Shares will be paid to the Employee no earlier than six (6) months and one (1) day following the date of the Employee’s separation from service unless the Employee dies following his or her separation from service, in which case, the Performance Shares will be paid to the Employee’s estate as soon as practicable following his or her death, subject to paragraph 9. Any Performance Shares that vest in accordance with paragraph 5 will be paid to the Employee (or in the event of the Employee’s death, to his or her estate) in Shares in accordance with the provisions of such paragraph, subject to paragraph 9. For each Performance Share that vests, the Employee will receive one Share.with

Payment after Vesting. Any Performance Shares a. Subject to Section 9, any Restricted Stock Units that vest in accordance with paragraphs 3 through 4 will be paid to the Employee Executive (or in the event of the EmployeeExecutive’s death, to his or her estate) in whole Shares. Subject to the provisions of paragraph 5(b), such vested Restricted Stock Units shall be paid in Shares as soon as practicable following the date of after vesting, subject to paragraph 9, but in each such case no event later than the applicable two and date that is two-and-one-half (2 1/2) month period of the “short-term deferral” rule set forth in the Section 1.409A-1(b)(4) of the Treasury Regulations issued under Section 409A. Notwithstanding the foregoing, if the Performance Shares are “deferred compensation” within the meaning of Section 409A, the vested Performance Shares will be released to the Employee (or in the event of the Employee’s death, to his or her estate) in Shares as soon as practicable following the date of vesting, subject to paragraph 9, but in no event later than months from the end of the calendar Company’s tax year that includes the date of vesting ordate. b. Notwithstanding anything in the Plan, the Employment Agreement or this Award Agreement to the contrary, if later, the fifteen (15th) day vesting of the third (3rd) calendar month following balance, or some lesser portion of the date balance, of vesting the Restricted Stock Units is accelerated in connection with Executive’s termination as a Service Provider (provided that the Employee will not be permitted, directly or indirectly, to designate the taxable year of the payment). Further, if some or all of the Performance Shares that are “deferred compensation” within the meaning of Section 409A vest on account of the Employee’s Termination of Service (other than due to death) in accordance with paragraphs 3 through 4, the Performance Shares that vest on account of the Employee’s Termination of Service will not be considered due or payable until the Employee has such termination is a “separation from service” within the meaning of Section 409A. In addition409A, as determined by the Company), other than due to death, and if the Employee (x) Executive is a “specified employee” within the meaning of Section 409A at the time of such termination as a Service Provider and (y) the Employeepayment of such accelerated Restricted Stock Units will result in the imposition of additional tax under Section 409A if paid to Executive on or within the six (6) month period following Executive’s separation from service (other than due to death)termination as a Service Provider, then any the payment of such accelerated Performance Shares Restricted Stock Units will not be paid to made until the Employee no earlier than date six (6) months and one (1) day following the date of the EmployeeExecutive’s separation from service termination as a Service Provider, unless the Employee Executive dies following his or her separation from servicetermination as a Service Provider, in which case, the Performance Shares Restricted Stock Units will be paid in Shares to the EmployeeExecutive’s estate as soon as practicable following his death. It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the Restricted Stock Units provided under this Agreement or her death, Shares issuable thereunder will be subject to paragraph 9. Any Performance Shares that vest in accordance with paragraph 5 the additional tax imposed under Section 409A, and any ambiguities herein will be paid interpreted to the Employee (or in the event so comply. For purposes of this Agreement, “Section 409A” means Section 409A of the Employee’s deathCode, and any proposed, temporary or final Treasury Regulations and Internal Revenue Service guidance thereunder, as each may be amended from time to his or her estate) in Shares in accordance with the provisions of such paragraph, subject to paragraph 9. For each Performance Share that vests, the Employee will receive one Sharetime.

Payment after Vesting. Any (a) One Share shall be issued for each Performance Share that vests. No fractional Shares shall be issued under this Agreement. (b) Subject to paragraph 8, any Performance Shares that vest in accordance with paragraphs pursuant to paragraph 3 through 4 will shall be paid to the Employee (or in the event of the Employee’s death, to his or her estate) in Shares as soon as practicable upon or following the date of vestingvesting (the “Vesting Date”), subject to paragraph 9but, but except as provided in this Agreement, in no event later than the applicable two and one-half (2 1/21/ 2) month period months following the applicable Vesting Date, subject to the terms and provisions of the “short-term deferral” rule set forth Plan and this Agreement. (c) Notwithstanding anything in the Section 1.409A-1(b)(4) of Plan or this Agreement to the Treasury Regulations issued under Section 409A. Notwithstanding the foregoingcontrary, and subject to paragraph 8, if the Performance Shares are “deferred compensation” within the meaning of Section 409A, the vested Performance Shares will be released to the Employee (or in the event vesting of the Employee’s deathbalance, to his or her estate) in Shares as soon as practicable following the date of vesting, subject to paragraph 9, but in no event later than the end some lesser portion of the calendar year that includes the date of vesting orbalance, if later, the fifteen (15th) day of the third (3rd) calendar month following the date of vesting (provided that the Employee will not be permitted, directly or indirectly, to designate the taxable year of the payment). Further, if some or all of the Performance Shares that are “deferred compensation” within the meaning of Section 409A vest on account of is accelerated in connection with the Employee’s Termination of termination as a Service (other than due to death) in accordance with paragraphs 3 through 4Provider, the such accelerated Performance Shares that vest on account of the Employee’s Termination of Service will not be considered due or payable paid out until the Employee has a “separation from service” within the meaning of Section 409A. In addition409A, as determined by the Company. Further, if the (x) Employee is subject to U.S. income tax, and (y) Employee is a “specified employee” within the meaning of Section 409A at the time of the Employee’s “separation from service service” within the meaning of Section 409A (as determined by the Company), other than due to death), then any the payment of such accelerated Performance Shares will not be paid to made until the Employee no earlier than date six (6) months and one (1) day following the date of the Employee’s separation from service unless termination as a Service Provider (or such later date as is necessary to avoid the Employee dies following his or her separation from serviceimposition of additional taxation under Section 409A). Notwithstanding the foregoing, any delay in which case, the Performance Shares payment pursuant to this paragraph 5 will be paid to cease upon the Employee’s estate death and such payment will be made as soon as practicable following his or her after the date of Employee’s death, subject to paragraph 98. Any Performance Shares that vest in accordance with paragraph 5 will be paid to the Employee (or in the event For purposes of this Agreement, “Section 409A” means Section 409A of the Employee’s deathInternal Revenue Code of 1986, as amended, and any proposed, temporary or final Treasury Regulations and Internal Revenue Service guidance thereunder, as each may be amended from time to his or her estate) in Shares in accordance with the provisions of such paragraph, subject to paragraph 9. For each Performance Share that vests, the Employee will receive one Sharetime.

Payment after Vesting. Any Performance Shares Restricted Stock Units that vest in accordance with paragraphs 3 through 4 will be paid to for the benefit of the Employee (or in the event of the Employee’s death, to for the benefit of his or her estate) in Shares as soon as practicable following the date of vesting, subject to paragraph 910, but in no event later than the applicable two and one-half (2 1/2) month period of the “short-term deferral” rule set forth in the Section 1.409A-1(b)(4) of the Treasury Regulations issued under Section 409A. Notwithstanding the foregoing, if the Performance Shares Employee is subject to Section 409A and the Restricted Stock Units are “deferred compensation” within the meaning of Section 409A, the vested Performance Shares Restricted Stock Units will be released to the Employee (or in the event of the Employee’s death, to his or her estate) in Shares as soon as practicable following the date of vesting, subject to paragraph 910, but in no event later than the end of the calendar year that includes the date of vesting or, if later, the fifteen fifteenth (15th) day of the third (3rd) calendar month following the date of vesting (provided that the Employee will not be permitted, directly or indirectly, to designate the taxable year of the payment). Further, if some or all of the Performance Shares Restricted Stock Units that are “deferred compensation” within the meaning of Section 409A 409A, if applicable, vest on account of the Employee’s Termination of Service (other than due to death) in accordance with paragraphs 3 through 4, the Performance Shares Restricted Stock Units that vest on account of the Employee’s Termination of Service will not be considered due or payable until the Employee has a “separation from service” within the meaning of Section 409A. In addition, if the Employee is a “specified employee” within the meaning of Section 409A 409A, if applicable, at the time of the Employee’s separation from service (other than due to death), then any accelerated Performance Shares Restricted Stock Units will be paid to the Employee no earlier than six (6) months and one (1) day following the date of the Employee’s separation from service unless the Employee dies following his or her separation from service, in which case, the Performance Shares Restricted Stock Units will be paid to the Employee’s estate as soon as practicable following his or her death, subject to paragraph 910. Any Performance Shares Restricted Stock Units that vest in accordance with paragraph 5 will be paid to for the benefit of the Employee (or in the event of the Employee’s death, to for the benefit of his or her estate) in Shares in accordance with the provisions of such paragraph, subject to paragraph 910. For each Performance Share Restricted Stock Unit that vests, the Employee will receive one Share.