Common use of Payment of Restricted Share Units Clause in Contracts

Payment of Restricted Share Units. The restrictions on transfer on the Restricted Share Units imposed by Section 3 shall lapse and the shares of Common Stock underlying the Restricted Share Units shall be transferred to the Grantee (or to the Grantee’s estate as the case may be), except as otherwise provided in Section 8 and Section 10, upon the first to occur of the following events; provided, however, that the Committee, in its sole discretion, may settle the award of Restricted Share Units wholly, or partly in cash: (a) the death of the Grantee; (b) the disability of the Grantee, as the term “disability” is defined for purposes of Section 409A of the Code; (c) a Change in Control, provided that such event constitutes a “change in the ownership or effective control of the corporation, or in the ownership of a substantial portion of the assets of the corporation,” as that term is defined for purposes of Section 409A of the Code; and (d) the separation from service from the Company of the Grantee, as the term “separation from service” is defined for purposes of Section 409A of the Code.

Payment of Restricted Share Units. The restrictions on transfer on the Restricted Share Units imposed by Section 3 shall lapse and the shares of Common Stock underlying the Restricted Share Units shall be transferred to the Grantee (or to the Grantee’s estate as the case may be), except as otherwise provided in Section 8 and Section 10, upon the first to occur of the following events[; provided, however, that the Committee, in its sole discretion, may settle the award of Restricted Share Units wholly, or partly in cash]: (a) the death of the Grantee; (b) the disability of the Grantee, as the term “disability” is defined for purposes of Section 409A of the Code; (c) a Change in Control, provided that such event constitutes a “change in the ownership or effective control of the corporation, or in the ownership of a substantial portion of the assets of the corporation,” as that term is defined for purposes of Section 409A of the Code; and (d) the separation from service from the Company of the Grantee, as the term “separation from service” is defined for purposes of Section 409A of the Code.