Common use of Payment of Performance Shares Clause in Contracts

Payment of Performance Shares. (a) Each Performance Share that becomes vested and earned or deemed earned hereunder shall entitle the Participant to receive one (1) Common Share, subject to adjustment in accordance with Section 11 of the Plan. (b) The Company shall issue or deliver Common Shares to the Participant to settle Performance Shares vested and earned hereunder as soon as practicable following the Performance Vesting Date (and in no event later than March 15 of the calendar year following the year in which the date set forth under “End of Performance Period” above occurs) or, if the Performance Shares are vested and earned or deemed earned prior thereto upon an event contemplated by Section 5(a), Section 5(b) or Section 6 of this Agreement, the date of such event (but, in all cases, within the “short term deferral” period determined under Treasury Regulation Section 1.409A-1(b)(4) (the “Short-Term Deferral Period”)), with the applicable vesting date being referred to herein as the “Vesting Date.” Notwithstanding the foregoing, if the applicable Vesting Date is a date when trading in the Common Shares is subject to a “blackout period” or any other restriction on trading under the Company’s trading policy, the issuance or delivery to the Participant of the Common Shares underlying Performance Shares vested and earned or deemed earned hereunder shall be deferred until the end of such “blackout period” or other restriction on trading, provided that, in all cases, the Common Shares underlying Performance Shares vested and earned or deemed earned hereunder shall be issued or delivered to the Participant within the applicable Short-Term Deferral Period. For the sake of clarity, the settlement and payment of Performance Shares vested and earned or deemed earned hereunder is intended to comply with Treasury Regulation Section 1.409A-1(b)(4), and this Agreement will be construed and administered in such a manner. As a result, notwithstanding any provision in this Agreement to the contrary, the settlement and payment of Performance Shares vested and earned or deemed earned hereunder in all events will be made no later than the date that is the 15th day of the third calendar month of the applicable year following the year in which the Common Shares subject to the Performance Shares vested and earned or deemed earned hereunder are no longer subject to a “substantial risk of forfeiture” within the meaning of Treasury Regulation Section 1.409A-1(d). (c) Except to the extent determined by the Committee and permitted by the Plan, the Company may not issue or deliver Common Shares to the Participant in respect of Performance Shares vested and earned or deemed earned hereunder at a time earlier than otherwise expressly provided in this Agreement. (d) The Company’s obligations to the Participant with respect to this Agreement and the Performance Shares vested and earned or deemed earned hereunder shall be satisfied in full upon the issuance or delivery of Common Shares in respect of such Performance Shares and, if applicable, the payment contemplated by Section 4(b) of this Agreement.

Payment of Performance Shares. (a) Each Performance Share granted hereunder that becomes vested and earned or deemed earned hereunder shall entitle the Participant to receive one (1) Common Share, subject to adjustment in accordance with Section 11 of the Plan. (b) The Company shall issue or deliver Common Shares to the Participant to settle Performance Shares vested and earned Performance Shares granted hereunder as soon as practicable following the Performance Vesting Date (and in no event later than March 15 of the calendar year following the year in which the date set forth under “End of Performance Period” above occurs) or, if the Performance Shares are vested and earned or deemed earned prior thereto upon an event contemplated by Section 5(a5(b), Section 5(b5(c) or Section 6 of this Agreement, the date of such event (but, in all cases, within the “short term deferral” period determined under Treasury Regulation Section 1.409A-1(b)(4) (the “Short-Term Deferral Period”)), with the applicable vesting date being referred to herein as the “Vesting Date.” ”). Notwithstanding the foregoing, if the applicable Vesting Date is a date when trading in the Common Shares is subject to a “blackout period” or any other restriction on trading under the Company’s trading policy, the issuance or delivery to the Participant of the Common Shares underlying Performance Shares the vested and earned or deemed earned hereunder shall Performance Shares will be deferred until the end of such “blackout period” or other restriction on trading, provided that, in all cases, the Common Shares underlying Performance Shares the vested and earned or deemed earned hereunder shall Performance Shares will be issued or delivered to the Participant within the applicable Short-Term Deferral Period. For the sake of clarity, the settlement and payment of Performance Shares vested and earned or deemed earned hereunder is intended to comply with Treasury Regulation Section 1.409A-1(b)(4), and this Agreement will be construed and administered in such a manner. As a result, notwithstanding any provision in this Agreement to the contrary, the settlement and payment of Performance Shares vested and earned or deemed earned hereunder in all events will be made no later than 2-1/2 months after the date that is the 15th day end of the third calendar month of the applicable year following the year in which the Common Shares subject to the Performance Shares vested and earned or deemed earned hereunder are no longer subject to a “substantial risk of forfeiture” within the meaning of Treasury Regulation Section 1.409A-1(d)Vesting Date occurs. (c) Except to the extent determined by the Committee and permitted by the Plan, the Company may not issue or deliver Common Shares to the Participant in respect of the Performance Shares vested and earned or deemed earned granted hereunder at a time earlier than otherwise expressly provided in this Agreement. (d) The Company’s obligations to the Participant with respect to this Agreement and the Performance Shares vested and earned or deemed earned hereunder shall be satisfied in full upon the issuance or delivery of Common Shares in respect of such Performance Shares and, if applicable, the payment contemplated by Section 4(b) of this AgreementShares.

Payment of Performance Shares. (a) Each Subject to Section 2.2(b) below, in the event that (i) the Participant does not incur a Termination of Service prior to the Measurement Date, and (ii) the Volume Weighted Average Share Price on the Measurement Date exceeds $2.00, then the Participant shall be entitled to receive a number of Performance Shares equal to the product of (x) the maximum number of Performance Shares subject to this Performance Share that becomes vested and earned or deemed earned hereunder shall entitle Award, multiplied by (y) the Participant to receive one (1) Common Share, subject to adjustment Performance Percentage determined as of the Measurement Date in accordance with Section 11 of the Plan. (b) The Company shall issue or deliver Common Share Price Target Table contained in Exhibit A hereto. Any Performance Shares that become payable to the Participant to settle Performance Shares vested and earned hereunder shall be paid in whole shares of Stock as soon as practicable following after the Performance Vesting Date (and Measurement Date, but in no event later than March 15 the last day of the calendar year following the year in which the date set forth under applicable two and one-half (2 ½) month “End of Performance Period” above occurs) or, if the Performance Shares are vested and earned or deemed earned prior thereto upon an event contemplated by Section 5(a), Section 5(b) or Section 6 of this Agreement, the date of such event (but, in all cases, within the “short short-term deferral” period determined under with respect to such payment, within the meaning of Treasury Regulation Section 1.409A-1(b)(4) (the “Short-Term Deferral Period”)). (b) Notwithstanding Section 2.2(a) above: (i) In the event that, with prior to the applicable vesting date being referred Measurement Date, a Change in Control occurs and the Participant has not experienced a Termination of Service prior to herein as such Change in Control, then, upon such Change in Control, the “Vesting Date.” Notwithstanding Participant shall be entitled to receive the foregoing, if the applicable Vesting Date is a date when trading in the Common maximum number of Performance Shares is subject to a “blackout period” or any other restriction on trading under this Performance Share Award as soon as practicable after the Company’s trading policyChange in Control occurs, but in no event later than the issuance or delivery to the Participant last day of the Common Shares underlying Performance Shares vested and earned or deemed earned hereunder shall be deferred until the end of such “blackout period” or other restriction on trading, provided that, in all cases, the Common Shares underlying Performance Shares vested and earned or deemed earned hereunder shall be issued or delivered to the Participant within the applicable Short-Term Deferral Period. For ; (ii) In the sake of clarityevent that, after the Grant Date, but prior to the Measurement Date, the settlement and payment Participant experiences a Termination of Service by the Company without Cause or by the Participant for Good Reason, then the Participant shall be entitled to receive a number of Performance Shares vested and earned or deemed earned hereunder is intended to comply with Treasury Regulation Section 1.409A-1(b)(4), and this Agreement will be construed and administered in such a manner. As a result, notwithstanding any provision in this Agreement to determined by multiplying (x) the contrary, the settlement and payment maximum number of Performance Shares vested and earned or deemed earned hereunder subject to this Performance Share Award, times (y) the Performance Percentage applicable as of the date of such Termination of Service determined in all events will be made accordance with the Share Price Target Table contained in Exhibit A hereto, payable, in any event, as soon as practicable after such Termination of Service, but in no event later than the date that is the 15th last day of the third calendar month applicable Short-Term Deferral Period; and (iii) In the event that, prior to the Measurement Date, the Participant experiences a Termination of Service due to the Participant’s death or Disability, then the Participant shall be entitled to receive a number of Performance Shares determined by multiplying (x) the maximum number of Performance Shares subject to this Performance Share Award, times (y) the Performance Percentage determined as of the date of such Termination of Service in accordance with the Share Price Target Table contained in Exhibit A hereto, payable as soon as practicable after such Termination of Service, but in no event later than the last day of the applicable year following the year in which the Common Shares subject to the Performance Shares vested and earned or deemed earned hereunder are no longer subject to a “substantial risk of forfeiture” within the meaning of Treasury Regulation Section 1.409A-1(d)Short-Term Deferral Period. (c) Except to the extent determined by the Committee and permitted by the Plan, the Company may not issue or deliver Common Shares to the Participant in respect of Performance Shares vested and earned or deemed earned hereunder at a time earlier than otherwise expressly provided in this Agreement. (d) The Company’s obligations to the Participant with respect to this Agreement and the Performance Shares vested and earned or deemed earned hereunder shall be satisfied in full upon the issuance or delivery of Common Shares in respect of such Performance Shares and, if applicable, the payment contemplated by Section 4(b) of this Agreement.

Payment of Performance Shares. (a) Each The Performance Share Shares that becomes vested and earned or deemed earned hereunder shall entitle have become non-forfeitable pursuant to Section 1 of this Schedule A will be paid in Common Shares transferred to you within 10 business days following the Participant to receive one (1) Common ShareVesting Date, provided, however, that, subject to adjustment Section 3(b) of this Schedule A, (i) in accordance with Section 11 the event a Change of Control occurs prior to the Vesting Date or (ii) in the event your employment terminates on account of the Planreasons set forth in Section 1(d)(ii) of this Schedule A prior to the Vesting Date, the Performance Shares will be paid within 20 business days following such Change of Control or the date of the termination of your employment, whichever applies. If PolyOne determines that it is required to withhold taxes from any payment, PolyOne will withhold Common Shares with a Market Value per Share equal to the amount of these taxes from the payment. (b) The Company shall issue or deliver Common Shares If the event triggering the right to the Participant to settle Performance Shares vested and earned hereunder as soon as practicable following the Performance Vesting Date (and in no payment under Section 3(a) of this Schedule A does not constitute a permitted distribution event later than March 15 under Section 409A(a)(2) of the calendar year following the year in which the date set forth under “End of Performance Period” above occurs) orCode, if the Performance Shares are vested and earned or deemed earned prior thereto upon an event contemplated by Section 5(a), Section 5(b) or Section 6 of this Agreement, the date of such event (but, in all cases, within the “short term deferral” period determined under Treasury Regulation Section 1.409A-1(b)(4) (the “Short-Term Deferral Period”)), with the applicable vesting date being referred to then notwithstanding anything herein as the “Vesting Date.” Notwithstanding the foregoing, if the applicable Vesting Date is a date when trading in the Common Shares is subject to a “blackout period” or any other restriction on trading under the Company’s trading policy, the issuance or delivery to the Participant of the Common Shares underlying Performance Shares vested and earned or deemed earned hereunder shall be deferred until the end of such “blackout period” or other restriction on trading, provided that, in all cases, the Common Shares underlying Performance Shares vested and earned or deemed earned hereunder shall be issued or delivered to the Participant within the applicable Short-Term Deferral Period. For the sake of clarity, the settlement and payment of Performance Shares vested and earned or deemed earned hereunder is intended to comply with Treasury Regulation Section 1.409A-1(b)(4), and this Agreement will be construed and administered in such a manner. As a result, notwithstanding any provision in this Agreement to the contrary, the settlement and payment of Performance Common Shares vested and earned or deemed earned hereunder in all events will be made no later than to you, to the extent necessary to comply with Section 409A of the Code, on the earliest of (i) your “separation from service” with PolyOne or a Subsidiary (determined in accordance with Section 409A) that occurs after the event giving rise to payment; (ii) the Vesting Date; or (iii) your death. In addition, if you are a “key employee” as determined pursuant to procedures adopted by PolyOne in compliance with Section 409A of the Code and any payment of Common Shares made pursuant to this Schedule A is considered to be a “deferral of compensation” (as such phrase is defined for purposes of Section 409A of the Code) that is payable upon your “separation from service” (within the meaning of Section 409A of the Code), then the payment date for such payment shall be the date that is the 15th tenth business day of the third calendar seventh month after the date of your “separation from service” with PolyOne or a Subsidiary (determined in accordance with Section 409A of the applicable year following the year in which the Common Shares subject to the Performance Shares vested and earned or deemed earned hereunder are no longer subject to a “substantial risk of forfeiture” within the meaning of Treasury Regulation Section 1.409A-1(dCode). (c) Except to the extent determined by the Committee and permitted by the Plan, the Company may not issue or deliver Common Shares to the Participant in respect of Performance Shares vested and earned or deemed earned hereunder at a time earlier than otherwise expressly provided in this Agreement. (d) The Company’s obligations to the Participant with respect to this Agreement and the Performance Shares vested and earned or deemed earned hereunder shall be satisfied in full upon the issuance or delivery of Common Shares in respect of such Performance Shares and, if applicable, the payment contemplated by Section 4(b) of this Agreement.

Payment of Performance Shares. (a) Each Subject to Section 2.2(b) below, in the event that (i) the Participant does not incur a Termination of Service prior to the Measurement Date, and (ii) during the period commencing on April 1, 2008 and ending on the Measurement Date, the Company achieves a Total Shareholder Return in excess of the Total Shareholder Return Threshold, then the Participant shall be entitled to receive a number of Performance Shares equal to the product of (x) the maximum number of Performance Shares subject to this Performance Share that becomes vested and earned or deemed earned hereunder shall entitle Award, multiplied by (y) the Participant to receive one (1) Common Share, subject to adjustment Performance Percentage determined as of the Measurement Date in accordance with Section 11 of the Plan. (b) The Company shall issue or deliver Common Total Shareholder Return Table contained in Exhibit A hereto. Any Performance Shares that become payable to the Participant to settle Performance Shares vested and earned hereunder shall be paid in whole shares of Stock as soon as practicable following after the Performance Vesting Date (and Measurement Date, but in no event later than March 15 the last day of the calendar year following the year in which the date set forth under applicable two and one-half (2 ½) month “End of Performance Period” above occurs) or, if the Performance Shares are vested and earned or deemed earned prior thereto upon an event contemplated by Section 5(a), Section 5(b) or Section 6 of this Agreement, the date of such event (but, in all cases, within the “short short-term deferral” period determined under with respect to such payment, within the meaning of Treasury Regulation Section 1.409A-1(b)(4) (the “Short-Term Deferral Period”)). (b) Notwithstanding Section 2.2(a) above: (i) In the event that, with prior to the applicable vesting date being referred Measurement Date, a Change in Control occurs and the Participant has not experienced a Termination of Service prior to herein as such Change in Control, then, upon such Change in Control, the “Vesting Date.” Notwithstanding Participant shall be entitled to receive the foregoing, if the applicable Vesting Date is a date when trading in the Common maximum number of Performance Shares is subject to a “blackout period” or any other restriction on trading under this Performance Share Award as soon as practicable after the Company’s trading policyChange in Control occurs, but in no event later than the issuance or delivery to the Participant last day of the Common Shares underlying Performance Shares vested and earned or deemed earned hereunder shall be deferred until the end of such “blackout period” or other restriction on trading, provided that, in all cases, the Common Shares underlying Performance Shares vested and earned or deemed earned hereunder shall be issued or delivered to the Participant within the applicable Short-Term Deferral Period. For ; (ii) In the sake of clarityevent that, (A) after March 31, 2009, but prior to the Measurement Date, the settlement Participant experiences a Termination of Service by the Company without Cause or by the Participant for Good Reason, and payment (B) during the period commencing on April 1, 2008 and ending on the date of Termination of Service (the “Termination Date”), the Company achieves a Total Shareholder Return in excess of the Total Shareholder Return Threshold, then the Participant shall be entitled to receive a number of Performance Shares vested and earned or deemed earned hereunder is intended to comply with Treasury Regulation Section 1.409A-1(b)(4), and this Agreement will be construed and administered in such a manner. As a result, notwithstanding any provision in this Agreement to determined by multiplying (x) the contrary, the settlement and payment maximum number of Performance Shares vested subject to this Performance Share Award, times (y) the Performance Percentage applicable as of the Termination Date, determined in accordance with the Total Shareholder Return Table contained in Exhibit A hereto, times (z)(1) if such Termination of Service occurs on any date after March 31, 2009 but prior to April 1, 2010, a factor of 25%, and earned or deemed earned hereunder (2) if such termination occurs on any date after March 31, 2010, but prior to April 1, 2011, a factor of 50%, payable, in all events will be made any event, as soon as practicable after the Termination Date, but in no event later than the date that is the 15th last day of the third calendar month applicable Short-Term Deferral Period (it being understood that no Performance Shares shall become payable under this Section 2.2(b)(ii) in connection with a Termination of Service occurring on or prior to March 31, 2009); and (iii) In the event that, prior to the Measurement Date, (A) the Participant experiences a Termination of Service due to the Participant’s death or Disability, and (B) during the period commencing on April 1, 2008 and ending on the Termination Date, the Company achieves a Total Shareholder Return in excess of the Total Shareholder Return Threshold, then the Participant shall be entitled to receive a number of Performance Shares determined by multiplying (x) the maximum number of Performance Shares subject to this Performance Share Award, times (y) the Performance Percentage determined as of the Termination Date in accordance with the Total Shareholder Return Table contained in Exhibit A hereto, payable as soon as practicable after the Termination Date, but in no event later than the last day of the applicable year following the year in which the Common Shares subject to the Performance Shares vested and earned or deemed earned hereunder are no longer subject to a “substantial risk of forfeiture” within the meaning of Treasury Regulation Section 1.409A-1(d)Short-Term Deferral Period. (c) Except to the extent determined by the Committee and permitted by the Plan, the Company may not issue or deliver Common Shares to the Participant in respect of Performance Shares vested and earned or deemed earned hereunder at a time earlier than otherwise expressly provided in this Agreement. (d) The Company’s obligations to the Participant with respect to this Agreement and the Performance Shares vested and earned or deemed earned hereunder shall be satisfied in full upon the issuance or delivery of Common Shares in respect of such Performance Shares and, if applicable, the payment contemplated by Section 4(b) of this Agreement.

Payment of Performance Shares. (a) Each Performance Share granted hereunder that becomes vested and earned or deemed earned hereunder shall entitle the Participant to receive one (1) Common Share, subject to adjustment in accordance with Section 11 13 of the Plan. (b) The Except as otherwise provided in Section 5(a) of this Agreement, the Company shall issue or deliver Common Shares to the Participant to settle Performance Shares vested and earned Performance Shares granted hereunder as soon as practicable following the Performance Vesting Date (and in no event later than March 15 December 31 of the calendar year following the year in which the date set forth under “End of Performance Period” above Vesting Date occurs) or, if the Performance Shares are vested and earned or deemed earned prior thereto upon an event contemplated by Section 5(a5(b), Section 5(b5(c) or Section 6 of this Agreement, the date of such event (but, and in all cases, within no event later than 2-½ months after the “short term deferral” period determined under Treasury Regulation Section 1.409A-1(b)(4) (end of the “Short-Term Deferral Period”)calendar year in which such event occurs), with the applicable vesting date being referred to herein as the “Vesting Date.” Notwithstanding the foregoing, if the applicable Vesting Date is a date when trading in the Common Shares is subject to a “blackout period” or any other restriction on trading under the Company’s 's trading policy, the issuance or delivery to the Participant of the Common Shares underlying Performance Shares the vested and earned or deemed earned hereunder Performance Shares shall be deferred until the end of such “blackout period” or other restriction on trading, provided that, in all cases, the Common Shares underlying Performance Shares the vested and earned or deemed earned hereunder Performance Shares shall be issued or delivered to the Participant within no later than (i) if the applicable Short-Term Deferral Period. For the sake of clarity, the settlement and payment of Performance Shares become vested and earned or deemed earned hereunder is intended to comply with Treasury Regulation Section 1.409A-1(b)(4)on the Performance Vesting Date, and this Agreement will be construed and administered in such a manner. As a result, notwithstanding any provision in this Agreement to the contrary, the settlement and payment of Performance Shares vested and earned or deemed earned hereunder in all events will be made no later than the date that is the 15th day December 31 of the third calendar month of the applicable year following the year in which the Common Performance Vesting Date occurs and (ii) if the Performance Shares subject become vested and deemed earned prior to the Performance Shares vested and earned or deemed earned hereunder are no longer subject to a “substantial risk Vesting Date, 2-½ months after the end of forfeiture” within the meaning of Treasury Regulation Section 1.409A-1(d)calendar year in which the applicable Vesting Date occurs. (c) Except to the extent determined by the Committee and permitted by the Plan, the Company may not issue or deliver Common Shares to the Participant in respect of the Performance Shares vested and earned or deemed earned granted hereunder at a time earlier than otherwise expressly provided in this Agreement. (d) The Company’s 's obligations to the Participant with respect to this Agreement and the Performance Shares vested and earned or deemed earned hereunder shall be satisfied in full upon the issuance or delivery of Common Shares in respect of such Performance Shares and, if applicable, the payment contemplated by Section 4(b) of this AgreementShares.

Payment of Performance Shares. (a) Each Performance Share granted hereunder that becomes vested and earned or deemed earned hereunder shall entitle the Participant to receive one (1) Common Share, subject to adjustment in accordance with Section 11 13 of the Plan. (b) The Except as otherwise provided in Section 5(a) of this Agreement, the Company shall issue or deliver Common Shares to the Participant to settle Performance Shares vested and earned Performance Shares granted hereunder as soon as practicable following the Performance Vesting Date (and in no event later than March 15 December 31 of the calendar year following the year in which the date set forth under “End of Performance Period” above Vesting Date occurs) or, if the Performance Shares are vested and earned or deemed earned prior thereto upon an event contemplated by Section 5(a5(b), Section 5(b5(c) or Section 6 of this Agreement, the date of such event (but, and in all cases, within no event later than 2-1/2 months after the “short term deferral” period determined under Treasury Regulation Section 1.409A-1(b)(4) (end of the “Short-Term Deferral Period”)calendar year in which such event occurs), with the applicable vesting date being referred to herein as the “Vesting Date.” Notwithstanding the foregoing, if the applicable Vesting Date is a date when trading in the Common Shares is subject to a “blackout period” or any other restriction on trading under the Company’s trading policy, the issuance or delivery to the Participant of the Common Shares underlying Performance Shares the vested and earned or deemed earned hereunder Performance Shares shall be deferred until the end of such “blackout period” or other restriction on trading, provided that, in all cases, the Common Shares underlying Performance Shares the vested and earned or deemed earned hereunder Performance Shares shall be issued or delivered to the Participant within no later than (i) if the applicable Short-Term Deferral Period. For the sake of clarity, the settlement and payment of Performance Shares become vested and earned or deemed earned hereunder is intended to comply with Treasury Regulation Section 1.409A-1(b)(4)on the Performance Vesting Date, and this Agreement will be construed and administered in such a manner. As a result, notwithstanding any provision in this Agreement to the contrary, the settlement and payment of Performance Shares vested and earned or deemed earned hereunder in all events will be made no later than the date that is the 15th day December 31 of the third calendar month of the applicable year following the year in which the Common Performance Vesting Date occurs and (ii) if the Performance Shares subject become vested and deemed earned prior to the Performance Shares vested and earned or deemed earned hereunder are no longer subject to a “substantial risk Vesting Date, 2-1/2 months after the end of forfeiture” within the meaning of Treasury Regulation Section 1.409A-1(d)calendar year in which the applicable Vesting Date occurs. (c) Except to the extent determined by the Committee and permitted by the Plan, the Company may not issue or deliver Common Shares to the Participant in respect of the Performance Shares vested and earned or deemed earned granted hereunder at a time earlier than otherwise expressly provided in this Agreement. (d) The Company’s obligations to the Participant with respect to this Agreement and the Performance Shares vested and earned or deemed earned hereunder shall be satisfied in full upon the issuance or delivery of Common Shares in respect of such Performance Shares and, if applicable, the payment contemplated by Section 4(b) of this AgreementShares.

Payment of Performance Shares. (a) Each Performance Share granted hereunder that becomes vested and earned or deemed earned hereunder shall entitle the Participant to receive one (1) Common Share, subject to adjustment in accordance with Section 11 13 of the Plan. (b) The Company shall issue or deliver Common Shares to the Participant to settle Performance Shares vested and earned Performance Shares granted hereunder as soon as practicable following the Performance Vesting Date (and in no event later than March 15 December 31 of the calendar year following the year in which the date set forth under “End of Performance Period” above Vesting Date occurs) or, if the Performance Shares are vested and earned or deemed earned prior thereto upon an event contemplated by Section 5(a5(b), Section 5(b5(c) or Section 6 of this Agreement, the date of such event (but, and in all cases, within no event later than 2-1/2 months after the “short term deferral” period determined under Treasury Regulation Section 1.409A-1(b)(4) (end of the “Short-Term Deferral Period”)calendar year in which such event occurs), with the applicable vesting date being referred to herein as the “Vesting Date.” Notwithstanding the foregoing, if the applicable Vesting Date is a date when trading in the Common Shares is subject to a “blackout period” or any other restriction on trading under the Company’s trading policy, the issuance or delivery to the Participant of the Common Shares underlying Performance Shares the vested and earned or deemed earned hereunder Performance Shares shall be deferred until the end of such “blackout period” or other restriction on trading, provided that, in all cases, the Common Shares underlying Performance Shares the vested and earned or deemed earned hereunder Performance Shares shall be issued or delivered to the Participant within no later than (i) if the applicable Short-Term Deferral Period. For the sake of clarity, the settlement and payment of Performance Shares become vested and earned or deemed earned hereunder is intended to comply with Treasury Regulation Section 1.409A-1(b)(4)on the Performance Vesting Date, and this Agreement will be construed and administered in such a manner. As a result, notwithstanding any provision in this Agreement to the contrary, the settlement and payment of Performance Shares vested and earned or deemed earned hereunder in all events will be made no later than the date that is the 15th day December 31 of the third calendar month of the applicable year following the year in which the Common Performance Vesting Date occurs and (ii) if the Performance Shares subject become vested and deemed earned prior to the Performance Shares vested and earned or deemed earned hereunder are no longer subject to a “substantial risk Vesting Date, 2-1/2 months after the end of forfeiture” within the meaning of Treasury Regulation Section 1.409A-1(d)calendar year in which the applicable Vesting Date occurs. (c) Except to the extent determined by the Committee and permitted by the Plan, the Company may not issue or deliver Common Shares to the Participant in respect of the Performance Shares vested and earned or deemed earned granted hereunder at a time earlier than otherwise expressly provided in this Agreement. (d) The Company’s obligations to the Participant with respect to this Agreement and the Performance Shares vested and earned or deemed earned hereunder shall be satisfied in full upon the issuance or delivery of Common Shares in respect of such Performance Shares and, if applicable, the payment contemplated by Section 4(b) of this AgreementShares.