Common use of Payment of Restricted Stock Units Clause in Contracts

Payment of Restricted Stock Units. Payment of Restricted Stock Units subject to this Award shall be made to the Grantee as soon as practicable following the time such units become vested in accordance with Section 2 but in no event later than 60 days following such vesting, except to the extent deferred by Grantee in accordance with such procedures as the Committee, or its delegate, may prescribe from time to time or except to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code. To the extent the Grantee’s right to receive payment of the Restricted Stock Units constitutes a “deferral of compensation” within the meaning of Section 409A of the Code, then notwithstanding the first sentence of this Section 6, except in the event that the Grantee’s employment terminates as a result of death, payment of vested Restricted Stock Units subject to this Award shall be made to the Grantee within 60 days following the applicable Vesting Date(s) as provided in Section 2(a). Payment (or deferrals, as applicable) shall be subject to withholding for taxes. Payment shall be in the form of one (1) share of Common Stock for each full Restricted Stock Unit and any fractional Restricted Stock Unit shall be made in a cash amount equal in value to the shares of Common Stock that would otherwise be paid, valued at Fair Market Value on the date the respective Restricted Stock Units became vested, or if later, payable. Notwithstanding the foregoing, the number of shares of Common Stock that would otherwise be paid or deferred (valued at Fair Market Value on the date the respective Restricted Stock Unit became vested, or if later, payable) shall be reduced by the Committee, or its delegate, in its sole discretion, to fully satisfy tax withholding requirements, unless the Committee, or its delegate, in its discretion requires Grantee to satisfy such tax obligation by other payment to the Corporation. In the event that payment, after any such reduction in the number of shares of Common Stock to satisfy withholding for tax requirements, would be less than ten (10) shares of Common Stock, then, if so determined by the Committee, or its delegate, in its sole discretion, payment, instead of being made in shares of Common Stock, shall be made in a cash amount equal in value to the shares of Common Stock that would otherwise be paid, valued at Fair Market Value on the date the respective Restricted Stock Units became vested, or if later, payable.

Payment of Restricted Stock Units. Payment Except as provided in the next sentence, payment of any vested Restricted Stock Units subject to this Award Agreement shall be made to the Grantee as soon as administratively practicable following the time such units become vested in accordance with Section 2 (but in no event later than 60 thirty (30) days following such vesting, except following) the date that the Restricted Stock Units vest pursuant to Section 4 or 5 hereof. To the extent deferred applicable, if the Restricted Stock Units become payable on the Participant’s “separation from service” with the Company and its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i) of the Code, the Participant is a “specified employee” as determined pursuant to procedures adopted by Grantee the Company in accordance compliance with such procedures as the Committee, or its delegate, may prescribe from time to time or except to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code. To , and the extent the Grantee’s right to receive payment of the Restricted Stock Units amount payable hereunder constitutes a “deferral of compensation” (within the meaning of Section 409A of the Code), then notwithstanding payment for the first sentence of this Section 6, except in the event that the Grantee’s employment terminates as a result of death, payment of vested Restricted Stock Units subject to this Award shall be made to on the Grantee earlier of the first day of the seventh month after the date of the Participant’s “separation from service” with the Company and its Subsidiaries within 60 days following the applicable Vesting Date(smeaning of Section 409A(a)(2)(A)(i) as provided in Section 2(a). Payment (of the Code or deferrals, as applicable) shall be subject to withholding for taxesthe Participant’s death. Payment shall be in the form of delivery of one (1) share of Common Stock for each full vested Restricted Stock Unit and Unit. To the extent that the Company is required to withhold any fractional Restricted Stock Unit shall be made federal, state, provincial, local or foreign taxes in a cash amount equal in value to the shares of Common Stock that would otherwise be paid, valued at Fair Market Value on the date the respective Restricted Stock Units became vested, or if later, payable. Notwithstanding the foregoing, the number of shares of Common Stock that would otherwise be paid or deferred (valued at Fair Market Value on the date the respective Restricted Stock Unit became vested, or if later, payable) shall be reduced by the Committee, or its delegate, in its sole discretion, to fully satisfy tax withholding requirements, unless the Committee, or its delegate, in its discretion requires Grantee to satisfy such tax obligation by other payment to the Corporation. In the event that payment, after connection with any such reduction in the number delivery of shares of Common Stock to satisfy the Participant, and the amounts available to the Company for such withholding for tax requirementsare insufficient, would it shall be less than ten (10) shares a condition to the receipt of Common Stock, then, if so determined such delivery that the Participant shall pay such taxes by the Committee, or its delegate, in its sole discretion, payment, instead Company’s retention of being made in shares a portion of Common Stock, shall be made in a cash amount equal in value to the shares of Common Stock that would otherwise deliverable to the Participant. The shares so retained shall be paid, valued credited against such withholding requirement at Fair Market Value the fair market value on the date of such delivery. In the respective event additional taxes are required to be withheld by the Company the Participant agrees to a payroll deduction for the amount of the withholding requirement. The Participant acknowledges that, regardless of any action taken by the Company, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company. The Participant further acknowledges that the Company (1) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, or the subsequent sale of shares of Common Stock acquired pursuant to such settlement and the receipt of any dividends and/or any dividend equivalents, and (2) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units became vestedto reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Except to the extent provided by Section 409A of the Code and permitted by the Committee, or if later, payableno shares of Common Stock may be issued to the Participant at a time earlier than otherwise expressly provided in this Agreement. The Company’s obligations to the Participant with respect to the Restricted Stock Units will be satisfied in full upon the issuance of shares of Common Stock corresponding to such Restricted Stock Units.

Payment of Restricted Stock Units. Payment of Restricted Stock Units subject to this Award shall be made to the Grantee as soon as practicable following the time such units become vested in accordance with Section 2 but in no event later than 60 days following such vesting, except to the extent deferred by Grantee in accordance with such procedures as the Committee, or its delegatedelegatee, may prescribe from time to time or except to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code. To the extent the Grantee’s right to receive payment of the Restricted Stock Units constitutes a “deferral of compensation” within the meaning of Section 409A of the Code, including due to the fact that the Grantee is or could become eligible for Retirement during the vesting period of this Award, then notwithstanding the first sentence of this Section 6, except in the event that the Grantee’s employment terminates as a result of death, payment of vested Restricted Stock Units subject to this Award shall be made to the Grantee within 60 days following the applicable Vesting Date(s) as provided in Section 2(a). Payment (or deferrals, as applicable) shall be subject to withholding for taxes. Payment shall be in the form of one (1) share of Common Stock for each full Restricted Stock Unit and any fractional Restricted Stock Unit shall be made in a cash amount equal in value to the shares of Common Stock that would otherwise be paid, valued at Fair Market Value on the date the respective Restricted Stock Units became vested, or if later, payable. Notwithstanding the foregoing, the number of shares of Common Stock that would otherwise be paid or deferred (valued at Fair Market Value on the date the respective Restricted Stock Unit became vested, or if later, payable) shall be reduced by the Committee, or its delegatedelegatee, in its sole discretion, to fully satisfy tax withholding requirements, unless the Committee, or its delegatedelegatee, in its discretion requires Grantee to satisfy such tax obligation by other payment to the Corporation. In the event that payment, after any such reduction in the number of shares of Common Stock to satisfy withholding for tax requirements, would be less than ten (10) shares of Common Stock, then, if so determined by the Committee, or its delegatedelegatee, in its sole discretion, payment, instead of being made in shares of Common Stock, shall be made in a cash amount equal in value to the shares of Common Stock that would otherwise be paid, valued at Fair Market Value on the date the respective Restricted Stock Units became vested, or if later, payable.

Payment of Restricted Stock Units. Payment Except as provided in the next sentence, payment of any vested Restricted Stock Units subject to this Award Agreement shall be made to the Grantee as soon as administratively practicable following the time such units become vested in accordance with Section 2 (but in no event later than 60 thirty (30) days following such vesting, except following) the date that the Restricted Stock Units vest pursuant to Section 4 or 5 hereof. To the extent deferred applicable, if the Restricted Stock Units become payable on the Participant’s “separation from service” with the Company and its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i) of the Code, the Participant is a “specified employee” as determined pursuant to procedures adopted by Grantee the Company in accordance compliance with such procedures as the Committee, or its delegate, may prescribe from time to time or except to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code. To , and the extent the Grantee’s right to receive payment of the Restricted Stock Units amount payable hereunder constitutes a “deferral of compensation” (within the meaning of Section 409A of the Code), then notwithstanding payment for the first sentence of this Section 6, except in the event that the Grantee’s employment terminates as a result of death, payment of vested Restricted Stock Units subject to this Award shall be made to on the Grantee earlier of the first day of the seventh month after the date of the Participant’s “separation from service” with the Company and its Subsidiaries within 60 days following the applicable Vesting Date(smeaning of Section 409A(a)(2)(A)(i) as provided in Section 2(a). Payment (of the Code or deferrals, as applicable) shall be subject to withholding for taxesthe Participant’s death. Payment shall be in the form of delivery of one (1) share of Common Stock for each full vested Restricted Stock Unit and Unit. To the extent that the Company is required to withhold any fractional Restricted Stock Unit shall be made federal, state, provincial, local or foreign taxes in a cash amount equal in value to the shares of Common Stock that would otherwise be paid, valued at Fair Market Value on the date the respective Restricted Stock Units became vested, or if later, payable. Notwithstanding the foregoing, the number of shares of Common Stock that would otherwise be paid or deferred (valued at Fair Market Value on the date the respective Restricted Stock Unit became vested, or if later, payable) shall be reduced by the Committee, or its delegate, in its sole discretion, to fully satisfy tax withholding requirements, unless the Committee, or its delegate, in its discretion requires Grantee to satisfy such tax obligation by other payment to the Corporation. In the event that payment, after connection with any such reduction in the number delivery of shares of Common Stock to satisfy the Participant, and the amounts available to the Company for such withholding for tax requirementsare insufficient, would it shall be less than ten (10) shares a condition to the receipt of Common Stock, then, if so determined such delivery that the Participant shall pay such taxes by the Committee, or its delegate, in its sole discretion, payment, instead Company’s retention of being made in shares a portion of Common Stock, shall be made in a cash amount equal in value to the shares of Common Stock that would otherwise deliverable to the Participant. The shares so retained shall be paid, valued credited against such withholding requirement at Fair Market Value the fair market value on the date of such delivery. In no event, however, shall the respective Company accept shares for payment of taxes in excess of minimum required tax withholding rates; therefore, the Participant agrees to a payroll deduction for the amount of the withholding requirement that may be greater than the value of the whole number of shares retained for such purpose. The Participant acknowledges that, regardless of any action taken by the Company, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company. The Participant further acknowledges that the Company (1) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, or the subsequent sale of shares of Common Stock acquired pursuant to such settlement and the receipt of any dividends and/or any dividend equivalents, and (2) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units became vestedto reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Except to the extent provided by Section 409A of the Code and permitted by the Committee, or if later, payableno shares of Common Stock may be issued to the Participant at a time earlier than otherwise expressly provided in this Agreement. The Company’s obligations to the Participant with respect to the Restricted Stock Units will be satisfied in full upon the issuance of shares of Common Stock corresponding to such Restricted Stock Units.

Payment of Restricted Stock Units. Payment of Restricted Stock Units subject to this Award Agreement shall be made to the Grantee as soon as practicable following the time such units become have vested pursuant to Sections 4 or 5 hereof. Except as provided in accordance with Section 2 the next sentence, payment shall be made as soon as administratively practicable following (but in no event later than 60 thirty (30) days following such vesting, except following) the date that the Restricted Stock Units vest pursuant to Sections 4 or 5 hereof. To the extent deferred applicable, if the Restricted Stock Units become payable on the Grantee’s “separation from service” with the Company and its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i) of the Code, the Grantee is a “specified employee” as determined pursuant to procedures adopted by Grantee the Company in accordance compliance with such procedures as the Committee, or its delegate, may prescribe from time to time or except to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code. To , and the extent the Grantee’s right to receive payment of the Restricted Stock Units amount payable hereunder constitutes a “deferral of compensation” (within the meaning of Section 409A of the Code), then notwithstanding payment for the Restricted Stock Units shall be made on the earlier of the first sentence day of this Section 6, except in the event that seventh month after the date of the Grantee’s employment terminates as a result “separation from service” with the Company and its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i) of the Code or the Grantee’s death, payment of vested Restricted Stock Units subject to this Award shall be made to the Grantee within 60 days following the applicable Vesting Date(s) as provided in Section 2(a). Payment (or deferrals, as applicable) shall be subject to withholding for taxes. Payment shall be in the form of one (1) share of Common Stock for each full vested Restricted Stock Unit and any fractional Restricted Stock Unit Unit. Payment shall be made subject to mandatory net settlement withholding for taxes. To the extent that the Company is required to withhold any federal, state, provincial, local or foreign taxes in a cash amount equal in value to the shares of Common Stock that would otherwise be paid, valued at Fair Market Value on the date the respective Restricted Stock Units became vested, or if later, payable. Notwithstanding the foregoing, the number of shares of Common Stock that would otherwise be paid or deferred (valued at Fair Market Value on the date the respective Restricted Stock Unit became vested, or if later, payable) shall be reduced by the Committee, or its delegate, in its sole discretion, to fully satisfy tax withholding requirements, unless the Committee, or its delegate, in its discretion requires Grantee to satisfy such tax obligation by other payment to the Corporation. In the event that payment, after connection with any such reduction in the number delivery of shares of Common Stock to satisfy the Grantee, and the amounts available to the Company for such withholding for tax requirementsare insufficient, would it shall be less than ten (10) shares a condition to the receipt of Common Stock, then, if so determined such delivery that the Grantee shall pay such taxes by the Committee, or its delegate, in its sole discretion, payment, instead Company’s retention of being made in shares a portion of Common Stock, shall be made in a cash amount equal in value to the shares of Common Stock that would otherwise deliverable to the Grantee. The shares so retained shall be paid, valued credited against such withholding requirement at Fair Market Value the fair market value on the date of such delivery. In no event, however, shall the respective Company retain shares for payment of taxes in excess of required minimum tax withholding rates. The Grantee acknowledges that, regardless of any action taken by the Company, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”) is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company. The Grantee further acknowledges that the Company (1) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, or the subsequent sale of shares of Common Stock acquired pursuant to such settlement, and (2) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units became vestedto reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Except to the extent provided by Section 409A of the Code and permitted by the Board, or if later, payableno Common Shares may be issued to the Grantee at a time earlier than otherwise expressly provided in this Agreement. The Company’s obligations to the Grantee with respect to the Restricted Stock Units will be satisfied in full upon the issuance of Common Shares corresponding to such Restricted Stock Units.

Payment of Restricted Stock Units. Payment of Restricted Stock Units subject to this Award shall be made to the Grantee as soon as practicable following the time such units become vested in accordance with Section 2 but in no event later than 60 days following such vesting, except to the extent deferred by Grantee in accordance with such procedures as the Committee, or its delegate, may prescribe from time to time or except to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code. To the extent the Grantee’s 's right to receive payment of the Restricted Stock Units constitutes a “"deferral of compensation” " within the meaning of Section 409A of the Code, then notwithstanding the first sentence of this Section 6, except in the event that the Grantee’s employment terminates as a result of death, payment of vested Restricted Stock Units subject to this Award shall be made to the Grantee within 60 days following the applicable Vesting Date(s) Date as provided in Section 2(a). Payment (or deferrals, as applicable) shall be subject to withholding for taxes. Payment shall be in the form of one (1) share of Common Stock for each full Restricted Stock Unit and any fractional Restricted Stock Unit shall be made in a cash amount equal in value to the shares of Common Stock that would otherwise be paid, valued at Fair Market Value on the date the respective Restricted Stock Units became vested, or if later, payable. Notwithstanding the foregoing, the number of shares of Common Stock that would otherwise be paid or deferred (valued at Fair Market Value on the date the respective Restricted Stock Unit became vested, or if later, payable) shall be reduced by the Committee, or its delegate, in its sole discretion, to fully satisfy tax withholding requirements, unless the Committee, or its delegate, in its discretion requires Grantee to satisfy such tax obligation by other payment to the Corporation. In the event that payment, after any such reduction in the number of shares of Common Stock to satisfy withholding for tax requirements, would be less than ten (10) shares of Common Stock, then, if so determined by the Committee, or its delegate, in its sole discretion, payment, instead of being made in shares of Common Stock, shall be made in a cash amount equal in value to the shares of Common Stock that would otherwise be paid, valued at Fair Market Value on the date the respective Restricted Stock Units became vested, or if later, payable.

Payment of Restricted Stock Units. Payment Except as provided in the next sentence, payment of any vested Restricted Stock Units subject to this Award Agreement shall be made to the Grantee as soon as administratively practicable following the time such units become vested in accordance with Section 2 (but in no event later than 60 thirty (30) days following such vestingfollowing) the later of the date that the Restricted Stock Units vest pursuant to Section 4 or 5 hereof and, except if applicable, the date specified pursuant to a permitted deferral election made by the Participant on or prior to December 31, 2018 and on file with the Company. To the extent deferred applicable, if the Restricted Stock Units become payable on the Participant’s “separation from service” with the Company and its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i) of the Code, the Participant is a “specified employee” as determined pursuant to procedures adopted by Grantee the Company in accordance compliance with such procedures as the Committee, or its delegate, may prescribe from time to time or except to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code. To , and the extent the Grantee’s right to receive payment of the Restricted Stock Units amount payable hereunder constitutes a “deferral of compensation” (within the meaning of Section 409A of the Code), then notwithstanding payment for the first sentence of this Section 6, except in the event that the Grantee’s employment terminates as a result of death, payment of vested Restricted Stock Units subject to this Award shall be made to on the Grantee earlier of the first day of the seventh month after the date of the Participant’s “separation from service” with the Company and its Subsidiaries within 60 days following the applicable Vesting Date(smeaning of Section 409A(a)(2)(A)(i) as provided in Section 2(a). Payment (of the Code or deferrals, as applicable) shall be subject to withholding for taxesthe Participant’s death. Payment shall be in the form of delivery of one (1) share of Common Stock for each full vested Restricted Stock Unit and Unit. To the extent that the Company is required to withhold any fractional Restricted Stock Unit shall be made federal, state, provincial, local or foreign taxes in a cash amount equal in value to the shares of Common Stock that would otherwise be paid, valued at Fair Market Value on the date the respective Restricted Stock Units became vested, or if later, payable. Notwithstanding the foregoing, the number of shares of Common Stock that would otherwise be paid or deferred (valued at Fair Market Value on the date the respective Restricted Stock Unit became vested, or if later, payable) shall be reduced by the Committee, or its delegate, in its sole discretion, to fully satisfy tax withholding requirements, unless the Committee, or its delegate, in its discretion requires Grantee to satisfy such tax obligation by other payment to the Corporation. In the event that payment, after connection with any such reduction in the number delivery of shares of Common Stock to satisfy the Participant, and the amounts available to the Company for such withholding for tax requirementsare insufficient, would it shall be less than ten (10) shares a condition to the receipt of Common Stock, then, if so determined such delivery that the Participant shall pay such taxes by the Committee, or its delegate, in its sole discretion, payment, instead Company’s retention of being made in shares a portion of Common Stock, shall be made in a cash amount equal in value to the shares of Common Stock that would otherwise deliverable to the Participant. The shares so retained shall be paid, valued credited against such withholding requirement at Fair Market Value the fair market value on the date of such delivery. In no event, however, shall the respective Company accept shares for payment of taxes in excess of minimum required tax withholding rates; therefore, the Participant agrees to a payroll deduction for the amount of the withholding requirement that may be greater than the value of the whole number of shares retained for such purpose. The Participant acknowledges that, regardless of any action taken by the Company, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company. The Participant further acknowledges that the Company (1) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units became vestedand the receipt of any dividends and/or any dividend equivalents, or if laterthe subsequent sale of shares of Common Stock acquired pursuant to such settlement, payableand (2) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Except to the extent provided by Section 409A of the Code and permitted by the Committee, no shares of Common Stock may be issued to the Participant at a time earlier than otherwise expressly provided in this Agreement. The Company’s obligations to the Participant with respect to the Restricted Stock Units will be satisfied in full upon the issuance of shares of Common Stock corresponding to such Restricted Stock Units.

Payment of Restricted Stock Units. Payment of Restricted Stock Units subject to this Award Agreement shall be made to the Grantee as soon as practicable following the time such units become have vested pursuant to Sections 4 or 5 hereof. Except as provided in accordance with Section 2 the next sentence, payment shall be made as soon as administratively practicable following (but in no event later than 60 thirty (30) days following such vesting, except following) the date that the Restricted Stock Units vest pursuant to Sections 4 or 5 hereof. To the extent deferred applicable, if the Restricted Stock Units become payable on the Grantee’s “separation from service” with the Company and its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i) of the Code, the Grantee is a “specified employee” as determined pursuant to procedures adopted by Grantee the Company in accordance compliance with such procedures as the Committee, or its delegate, may prescribe from time to time or except to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code. To , and the extent the Grantee’s right to receive payment of the Restricted Stock Units amount payable hereunder constitutes a “deferral of compensation” (within the meaning of Section 409A of the Code), then notwithstanding payment for the Restricted Stock Units shall be made on the earlier of the first sentence day of this Section 6, except in the event that seventh month after the date of the Grantee’s employment terminates as a result “separation from service” with the Company and its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i) of the Code or the Grantee’s death, payment of vested Restricted Stock Units subject to this Award shall be made to the Grantee within 60 days following the applicable Vesting Date(s) as provided in Section 2(a). Payment (or deferrals, as applicable) shall be subject to withholding for taxes. Payment shall be in the form of one (1) share of Common Stock for each full vested Restricted Stock Unit and Unit. To the extent that the Company is required to withhold any fractional Restricted Stock Unit shall be made federal, state, provincial, local or foreign taxes in a cash amount equal in value to the shares of Common Stock that would otherwise be paid, valued at Fair Market Value on the date the respective Restricted Stock Units became vested, or if later, payable. Notwithstanding the foregoing, the number of shares of Common Stock that would otherwise be paid or deferred (valued at Fair Market Value on the date the respective Restricted Stock Unit became vested, or if later, payable) shall be reduced by the Committee, or its delegate, in its sole discretion, to fully satisfy tax withholding requirements, unless the Committee, or its delegate, in its discretion requires Grantee to satisfy such tax obligation by other payment to the Corporation. In the event that payment, after connection with any such reduction in the number delivery of shares of Common Stock to satisfy the Grantee, and the amounts available to the Company for such withholding for tax requirementsare insufficient, would it shall be less than ten (10) shares a condition to the receipt of Common Stock, then, if so determined such delivery that the Grantee shall pay such taxes by the Committee, or its delegate, in its sole discretion, payment, instead Company’s retention of being made in shares a portion of Common Stock, shall be made in a cash amount equal in value to the shares of Common Stock that would otherwise deliverable to the Grantee. The shares so retained shall be paid, valued credited against such withholding requirement at Fair Market Value the fair market value on the date of such delivery. In no event, however, shall the respective Company retain shares for payment of taxes in excess of required minimum tax withholding rates. The Grantee acknowledges that, regardless of any action taken by the Company, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”) is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company. The Grantee further acknowledges that the Company (1) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, or the subsequent sale of shares of Common Stock acquired pursuant to such settlement, and (2) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units became vestedto reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Except to the extent provided by Section 409A of the Code and permitted by the Board, or if later, payableno Common Shares may be issued to the Grantee at a time earlier than otherwise expressly provided in this Agreement. The Company’s obligations to the Grantee with respect to the Restricted Stock Units will be satisfied in full upon the issuance of Common Shares corresponding to such Restricted Stock Units.

Payment of Restricted Stock Units. Payment of Restricted Stock Units subject to this Award shall be made to the Grantee as soon as practicable following the time such units become vested in accordance with Section 2 but in no event later than 60 days following such vesting, except to the extent deferred by Grantee in accordance with such procedures as the Committee, or its delegate, may prescribe from time to time or except to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code. To the extent the Grantee’s 's right to receive payment of the Restricted Stock Units constitutes a “"deferral of compensation” " within the meaning of Section 409A of the Code, then notwithstanding the first sentence of this Section 6, except in the event that the Grantee’s employment terminates as a result of death, payment of vested Restricted Stock Units subject to this Award shall be made to the Grantee within 60 days following the applicable Vesting Date(s) as provided in Section 2(a). Payment (or deferrals, as applicable) shall be subject to withholding for taxes. Payment shall be in the form of one (1) share of Common Stock for each full Restricted Stock Unit and any fractional Restricted Stock Unit shall be made in a cash amount equal in value to the shares of Common Stock that would otherwise be paid, valued at Fair Market Value on the date the respective Restricted Stock Units became vested, or if later, payable. Notwithstanding the foregoing, the number of shares of Common Stock that would otherwise be paid or deferred (valued at Fair Market Value on the date the respective Restricted Stock Unit became vested, or if later, payable) shall be reduced by the Committee, or its delegate, in its sole discretion, to fully satisfy tax withholding requirements, unless the Committee, or its delegate, in its discretion requires Grantee to satisfy such tax obligation by other payment to the Corporation. In the event that payment, after any such reduction in the number of shares of Common Stock to satisfy withholding for tax requirements, would be less than ten (10) shares of Common Stock, then, if so determined by the Committee, or its delegate, in its sole discretion, payment, instead of being made in shares of Common Stock, shall be made in a cash amount equal in value to the shares of Common Stock that would otherwise be paid, valued at Fair Market Value on the date the respective Restricted Stock Units became vested, or if later, payable.