Common use of Payment of Earned and Vested Performance Shares Clause in Contracts

Payment of Earned and Vested Performance Shares. Subject to the provisions of this Section 2 and Sections 4 and 5 of the Agreement, the Payment Value of each Performance Share covered by this Award which the Committee determines, in writing, to be earned and vested pursuant to Sections 3, 4(b) or 5 shall be paid or delivered to the Participant on a date as soon as administratively practicable (but no later than 60 days) after the applicable vesting date described in Sections 3(b), 4(b) or 5 on which such Performance Share initially becomes vested. For purposes of this Agreement, “Payment Value” means the Fair Market Value of a Share on the applicable vesting date. Payments hereunder shall be made in Shares, unless the Committee, in its discretion, determines to make such payments in cash or a combination of cash and Shares. The foregoing to the contrary notwithstanding, if the Participant’s Termination occurs under any circumstances other than death, any such payment due by reason of such Termination shall be delayed for six months from the date of such Termination if the Participant is a “specified employee” (as such term is defined in Section 409A(a)(2)(B)(i) of the Code).