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 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 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 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 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 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. 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 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 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. 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 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 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.

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 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. 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 (a) Subject to Section 8, any Restricted Stock Units that vest in accordance with paragraphs 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 as soon as practicable following the date of vestingwhole Shares, subject to paragraph 9, but in no event later than satisfying any Tax Obligations. Subject to 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 provisions of Section 409A6(b), 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 within sixty (60) days following the vesting date. 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 Participant be permitted, directly or indirectly, to designate specify the taxable year of the payment)payment of any Shares underlying the Restricted Stock Units payable under this Agreement. Further(b) The following provision applies if Participant is a U.S. taxpayer: Notwithstanding anything in the Plan or this Agreement or any other agreement (whether entered into before, on or after the Date of Grant) to the contrary, if some or all the vesting of the Performance Shares that are “deferred compensation” within the meaning of Section 409A vest on account balance, or some lesser portion of the Employee’s Termination of Service (other than due to death) in accordance with paragraphs 3 through 4balance, the Performance Shares that vest on account of the EmployeeRestricted Stock Units is accelerated in connection with Participant’s Termination of termination as a Service will not be considered due or payable until the Employee has Provider (provided that such termination is a “separation from service” within the meaning of Section 409A. In addition409A, as determined by the Company), other than due to Participant’s death, and if the Employee (x) Participant is a U.S. taxpayer and 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 Participant on or within the six (6) month period following Participant’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 EmployeeParticipant’s separation from service termination as a Service Provider, unless the Employee Participant dies following his or her separation from servicetermination as a Service Provider, in which case, the Performance Shares Restricted Stock Units will be paid to the Employee’s estate out as described in Section 7 as soon as practicable following his or her death. It is the intent of this Agreement that it and all payments and benefits to U.S. taxpayers hereunder 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 so comply. Each payment payable under this Agreement is intended to constitute a separate payment for purposes of the Employee’s death, to his or her estate) in Shares in accordance with the provisions of such paragraph, subject to paragraph 9Treasury Regulation Section 1.409A-2(b)(2). For each Performance Share that vests, the Employee will receive one Share7.

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. Any (a) Subject to Section 8, any Performance Shares that vest in accordance with paragraphs 3 through 4 will be paid to the Employee Participant (or or, in the event of the EmployeeParticipant’s death, to his or her estate) in Shares as soon as practicable following the date of vestingwhole Shares, subject to paragraph 9, but in no event later than satisfying any Tax Obligations (as defined below). Subject to 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 provisions of Section 409A6(b), the such vested Performance Shares will 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 within sixty (60) days following the vesting date. 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 Participant be permitted, directly or indirectly, to designate specify the taxable year of the payment)payment of any Shares underlying the Performance Shares payable under this Agreement. Further(b) The following provisions apply if Participant is a U.S. taxpayer: Notwithstanding anything in the Plan or this Agreement or any other agreement (whether entered into before, on or after the Date of Grant) to the contrary, if the vesting of the balance, or some or all lesser portion of the balance, of the Performance Shares is accelerated in connection with Participant’s termination as a Service Provider (provided 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 Participant’s death, and if the Employee (x) Participant is a U.S. taxpayer and a “specified employee” within the meaning of Section 409A at the time of such termination as a Service Provider and (y) 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 Participant on or within the Employee no earlier than six (6) month period following Participant’s termination as a Service Provider, then the payment of such accelerated Performance Shares 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 as a Service Provider, unless the Employee Participant dies following his or her separation from servicetermination as a Service Provider, in which case, the Performance Shares will be paid to the Employee’s estate out as described in Section 7 as soon as practicable following his or her death. It is the intent of this Agreement that it and all payments and benefits to U.S. taxpayers hereunder be exempt from, or comply with, the requirements of Section 409A so that none of the Performance Shares 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 and ambiguous terms herein will be paid interpreted to be so exempt or so comply. Each payment payable under this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). However, in no event will the Employee (Company have any responsibility, liability or in the event obligation to reimburse, indemnify or hold harmless Participant, for any taxes imposed or other costs incurred as a result 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 ShareSection 409A. 7.

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.