Common use of Payment of Restricted Stock Units Clause in Contracts

Payment of Restricted Stock Units. (a) Except as provided in Section 4(b) below, payment of vested Restricted Stock Units shall be made to Grantee within 60 days following the date the units become vested in accordance with Section 2, except to the extent deferred by Grantee in accordance with procedures as the Committee, or its delegate, may prescribe from time to time. (b) To the extent 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 (because, for example, Grantee is Retirement eligible (or could become Retirement eligible during the term of this Agreement) or is a party to a Change in Control Agreement with the Corporation), then notwithstanding Section 4(a) hereof, payment of vested Restricted Stock Units shall be made to Grantee within 60 days following the earlier of: (i) Grantee's "separation from service" within the meaning of Section 409A of the Code; provided, however, that if Grantee is a "specified employee" within the meaning of Section 409A of the Code (as determined pursuant to the Company's policy for identifying specified employees) on the date of the Grantee's separation from service, then to the extent required to comply with Section 409A of the Code, payment shall be delayed until the first business day that is more than six months after the date of his or her separation from service; or (ii) the applicable Vesting Date(s) as provided in Section 2(a). (c) Payment of vested Restricted Stock Units shall be in the form of one (1) Share for each full Restricted Stock Unit; provided that if payment would be less than ten (10) Shares, or if payment would result in fractional shares, then, if so determined by the Committee or its delegate, in its sole discretion, payment may be made in cash in lieu of Shares.

Payment of Restricted Stock Units. (a) Except as provided set forth in Section 4(b) below4(d), payment as soon as reasonably practicable following the lapse of vested Restricted Stock Units shall be made to Grantee within 60 the applicable portion of the Period of Restriction, but in no event later than 90 days following the date of such lapse, the units become vested Company shall cause to be delivered to the Participant (a) the full number of Shares underlying the Restricted Stock Units as to which such portion of the Period of Restriction has so lapsed (a “Share Settlement”), (b) a cash payment determined by reference to the then-current Fair Market Value of such Shares or (c) a combination of Shares and such cash payment as the Committee, in its sole discretion, shall determine, subject to satisfaction of applicable Tax Withholding Obligations (as defined in and in accordance with Section 2, except to the extent deferred by Grantee in accordance with procedures as the Committee, or its delegate, may prescribe from time to time. (b) To the extent 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 (because, for example, Grantee is Retirement eligible (or could become Retirement eligible during the term 6 of this Agreement) or is a party to a Change in Control Agreement with the Corporation), then notwithstanding Section 4(a) hereof, payment of vested Restricted Stock Units shall be made to Grantee within 60 days following the earlier of: (i) Grantee's "separation from service" within the meaning of Section 409A of the Code; provided, however, that if Grantee the Participant’s Termination occurs under any circumstances other than death, any such delivery of Shares or cash payment due to lapse of the Period of Restriction upon such Termination shall be delayed for six months from the date of such Participant’s Termination if the Participant is a "“specified employee" within the meaning of ” (as such term is defined in Section 409A 409A(a)(2)(B)(i) of the Code (Code) determined in accordance with the methodology established by the Company as determined pursuant to the Company's policy for identifying specified employees) in effect on the date of such Termination. Notwithstanding the Grantee's separation from serviceforegoing, if the Participant is at the time of an issuance of Shares pursuant hereto, or has been in the six-month period preceding an issuance of Shares pursuant hereto, an “officer” of the Company as defined in Rule 16a-1(f) promulgated pursuant to the Exchange Act (or any successor rule)(a “Section 16 Officer”), then to the extent required to comply with Section 409A payment of the Code, payment shall be delayed until the first business day that is more than six months after the date of his or her separation from service; or (ii) the applicable Vesting Date(s) as provided in Section 2(a). (c) Payment of vested Restricted Stock Units shall to such Participant may only be in the form of one (1) a Share for each full Restricted Stock Unit; provided that if payment would be less than ten (10) SharesSettlement, unless otherwise elected by the Participant and permitted by the Committee or the Board, or if payment would result in fractional shares, then, if so unless otherwise determined by the Committee or its delegate, in its sole discretion, payment may be made in cash in lieu of Sharesthe Board.

Payment of Restricted Stock Units. (a) Except as provided in Section 4(b) belowthe next sentence, payment of any vested Restricted Stock Units subject to this Agreement shall be made to Grantee within 60 as soon as administratively practicable following (but no later than thirty (30) days following following) the date the units become vested in accordance with Section 2, except to the extent deferred by Grantee in accordance with procedures as the Committee, or its delegate, may prescribe from time to time. (b) To the extent Grantee's right to receive payment of that the Restricted Stock Units constitutes a "deferral of compensation" vest pursuant to Section 4 or 5 hereof. To the extent 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 the Company in compliance with Section 409A of the Code Code, and the amount payable hereunder constitutes a “deferral of compensation” (because, for example, Grantee is Retirement eligible (or could become Retirement eligible during the term of this Agreement) or is a party to a Change in Control Agreement with the Corporation), then notwithstanding Section 4(a) hereof, payment of vested Restricted Stock Units shall be made to Grantee within 60 days following the earlier of: (i) Grantee's "separation from service" within the meaning of Section 409A of the Code; provided), however, that if Grantee is a "specified employee" then payment for the Restricted Stock Units shall be made on the 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 the meaning of Section 409A 409A(a)(2)(A)(i) of the Code (as determined pursuant to or the Company's policy for identifying specified employees) on the date of the Grantee's separation from service, then to the extent required to comply with Section 409A of the Code, payment shall be delayed until the first business day that is more than six months after the date of his or her separation from service; or (ii) the applicable Vesting Date(s) as provided in Section 2(a). (c) Participant’s death. Payment of vested Restricted Stock Units shall be in the form of delivery of one (1) Share share of Common Stock for each full vested Restricted Stock Unit; provided . To the extent that if the Company is required to withhold any federal, state, provincial, local or foreign taxes in connection with any delivery of shares of Common Stock to the Participant, and the amounts available to the Company for such withholding are insufficient, it shall be a condition to the receipt of such delivery that the Participant shall pay such taxes by the Company’s retention of a portion of the shares of Common Stock otherwise deliverable to the Participant. The shares so retained shall be credited against such withholding requirement at the fair market value on the date of such delivery. In the 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 would be less than ten on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (10“Tax-Related Items”) Sharesis 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 if payment would result in fractional sharesthe subsequent sale of shares of Common Stock acquired pursuant to such settlement and the receipt of any dividends and/or any dividend equivalents, then, if so determined 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 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 or its delegateCommittee, in its sole discretion, payment no shares of Common Stock may be made issued to the Participant at a time earlier than otherwise expressly provided in cash this Agreement. The Company’s obligations to the Participant with respect to the Restricted Stock Units will be satisfied in lieu full upon the issuance of Sharesshares of Common Stock corresponding to such Restricted Stock Units.

Payment of Restricted Stock Units. a. Subject to Section 6 hereof, as soon as reasonably practical, and in any event no later than March 31 after such vesting occurs, the Company shall (a) Except issue and deliver to the Participant the number of shares of Common Stock equal to the number of Vested Units and any Dividend Equivalents credited with respect to such Vested Units; and (b) enter the Participant's name on the books of the Company as provided the shareholder of record with respect to the shares of Common Stock delivered to the Participant; provided, however, that the Committee may in Section 4(bits sole discretion elect to pay cash or pay part cash and part Common Stock in lieu of delivering only shares of Common Stock. If a cash payment is made in lieu of delivering shares of Common Stock, the amount shall be equal to the product of (a) below, payment the Fair Market Value of vested a share of Common Stock on the vesting date and (b) the number of Restricted Stock Units shall be made to Grantee within 60 days following the date the units become vested in accordance with Section 2, except to the extent deferred by Grantee in accordance with procedures as the Committee, or its delegate, may prescribe from time to timevesting on that date. (b) To b. If the extent Grantee's right to receive payment of the Restricted Stock Units constitutes Participant is deemed a "deferral of compensationspecified employee" within the meaning of Section 409A of the Code (becauseCode, as determined by the Committee, at a time when the Participant becomes eligible for example, Grantee is Retirement eligible (or could become Retirement eligible during settlement of the term of this Agreement) or is a party to a Change in Control Agreement with the Corporation), then notwithstanding Section 4(a) hereof, payment of vested Restricted Stock Units shall be made to Grantee within 60 days following the earlier of: (i) Grantee's upon his "separation from service" within the meaning of Section 409A of the Code; provided, however, that if Grantee is a "specified employee" within the meaning of Section 409A of the Code (as determined pursuant to the Company's policy for identifying specified employees) on the date of the Grantee's separation from service, then to the extent required necessary to comply with prevent any accelerated or additional tax under Section 409A of the Code, payment shall such settlement will be delayed until the first business day earlier of: (a) the date that is more than six months after following the date of his or her Participant's separation from service; or service and (iib) the applicable Vesting Date(s) as provided in Section 2(a)Participant's death. (c) Payment of vested c. To the extent that the Participant does not vest in any Restricted Stock Units, all interest in such Restricted Stock Units and any related Dividend Equivalents shall be forfeited. The Participant has no right or interest in the form of one (1) Share for each full any Restricted Stock Unit; provided Units that if payment would be less than ten (10) Shares, or if payment would result in fractional shares, then, if so determined by the Committee or its delegate, in its sole discretion, payment may be made in cash in lieu of Sharesare forfeited.

Payment of Restricted Stock Units. a. Subject to Section 6 hereof, as soon as reasonably practical, and in any event no later than March 15 of the calendar year following the calendar year in which such vesting occurs, the Company shall (a) Except issue and deliver to the Participant the number of shares of Common Stock equal to the number of Vested Units and any Dividend Equivalents credited with respect to such Vested Units; and (b) enter the Participant's name on the books of the Company as provided the shareholder of record with respect to the shares of Common Stock delivered to the Participant; provided, however, that the Committee may in Section 4(bits sole discretion elect to pay cash or pay part cash and part Common Stock in lieu of delivering only shares of Common Stock. If a cash payment is made in lieu of delivering shares of Common Stock, the amount shall be equal to the product of (a) below, payment the Fair Market Value of vested a share of Common Stock on the vesting date and (b) the number of Restricted Stock Units shall be made to Grantee within 60 days following the date the units become vested in accordance with Section 2, except to the extent deferred by Grantee in accordance with procedures as the Committee, or its delegate, may prescribe from time to timevesting on that date. (b) To b. If the extent Grantee's right to receive payment of the Restricted Stock Units constitutes Participant is deemed a "deferral of compensationspecified employee" within the meaning of Section 409A of the Code (becauseCode, as determined by the Committee, at a time when the Participant becomes eligible for example, Grantee is Retirement eligible (or could become Retirement eligible during settlement of the term of this Agreement) or is a party to a Change in Control Agreement with the Corporation), then notwithstanding Section 4(a) hereof, payment of vested Restricted Stock Units shall be made to Grantee within 60 days following the earlier of: (i) Grantee's upon his "separation from service" within the meaning of Section 409A of the Code; provided, however, that if Grantee is a "specified employee" within the meaning of Section 409A of the Code (as determined pursuant to the Company's policy for identifying specified employees) on the date of the Grantee's separation from service, then to the extent required necessary to comply with prevent any accelerated or additional tax under Section 409A of the Code, payment shall such settlement will be delayed until the first business day earlier of: (a) the date that is more than six months after following the date of his or her Participant's separation from service; or service and (iib) the applicable Vesting Date(s) as provided in Section 2(a)Participant's death. (c) Payment of vested c. To the extent that the Participant does not vest in any Restricted Stock Units, all interest in such Restricted Stock Units and any related Dividend Equivalents shall be forfeited. The Participant has no right or interest in the form of one (1) Share for each full any Restricted Stock Unit; provided Units that if payment would be less than ten (10) Shares, or if payment would result in fractional shares, then, if so determined by the Committee or its delegate, in its sole discretion, payment may be made in cash in lieu of Sharesare forfeited.

Payment of Restricted Stock Units. a. Subject to Section 6 hereof, as soon as reasonably practical, and in any event no later than March 31 after such vesting occurs, the Company shall (a) Except issue and deliver to the Participant the number of shares of Common Stock equal to the number of Vested Units and any Dividend Equivalents credited with respect to such Vested Units; and (b) enter the Participant's name on the books of the Company as provided the shareholder of record with respect to the shares of Common Stock delivered to the Participant; provided, however, that the Committee may in Section 4(bits sole discretion elect to pay cash or pay part cash and part Common Stock in lieu of delivering only shares of Common Stock. If a cash payment is made in lieu of delivering shares of Common Stock, the amount shall be equal to the product of (a) below, payment the Fair Market Value of vested a share of Common Stock on the vesting date and (b) the number of Restricted Stock Units shall be made to Grantee within 60 days following the date the units become vested in accordance with Section 2, except to the extent deferred by Grantee in accordance with procedures as the Committee, or its delegate, may prescribe from time to timevesting on that date. (b) To b. If the extent Grantee's right to receive payment of the Restricted Stock Units constitutes Participant is deemed a "deferral of compensationspecified employee" within the meaning of Section 409A of the Code (becauseCode, as determined by the Committee, at a time when the Participant becomes eligible for example, Grantee is Retirement eligible (or could become Retirement eligible during settlement of the term of this Agreement) or is a party to a Change in Control Agreement with the Corporation), then notwithstanding Section 4(a) hereof, payment of vested Restricted Stock Units shall be made to Grantee within 60 days following the earlier of: (i) Grantee's upon Participant’s "separation from service" within the meaning of Section 409A of the Code; provided, however, that if Grantee is a "specified employee" within the meaning of Section 409A of the Code (as determined pursuant to the Company's policy for identifying specified employees) on the date of the Grantee's separation from service, then to the extent required necessary to comply with prevent any accelerated or additional tax under Section 409A of the Code, payment shall such settlement will be delayed until the first business day earlier of: (a) the date that is more than six months after following the date of his or her Participant's separation from service; or service and (iib) the applicable Vesting Date(s) as provided in Section 2(a)Participant's death. (c) Payment of vested c. To the extent that the Participant does not vest in any Restricted Stock Units, all interest in such Restricted Stock Units and any related Dividend Equivalents shall be forfeited. The Participant has no right or interest in the form of one (1) Share for each full any Restricted Stock Unit; provided Units that if payment would be less than ten (10) Shares, or if payment would result in fractional shares, then, if so determined by the Committee or its delegate, in its sole discretion, payment may be made in cash in lieu of Sharesare forfeited.

Payment of Restricted Stock Units. a. Subject to Section 5 hereof, as soon as reasonably practical, and in any event no later than March 15 of the calendar year following the calendar year in which such vesting occurs, the Company shall (a) Except issue and deliver to the Participant the number of shares of Common Stock equal to the number of Vested Units and any Dividend Equivalents credited with respect to such Vested Units; and (b) enter the Participant's name on the books of the Company as provided the shareholder of record with respect to the shares of Common Stock delivered to the Participant; provided, however, that the Committee may in Section 4(bits sole discretion elect to pay cash or pay part cash and part Common Stock in lieu of delivering only shares of Common Stock. If a cash payment is made in lieu of delivering shares of Common Stock, the amount shall be equal to the product of (a) below, payment the Fair Market Value of vested a share of Common Stock on the vesting date and (b) the number of Restricted Stock Units shall be made to Grantee within 60 days following the date the units become vested in accordance with Section 2, except to the extent deferred by Grantee in accordance with procedures as the Committee, or its delegate, may prescribe from time to timevesting on that date. (b) To b. If the extent Grantee's right to receive payment of the Restricted Stock Units constitutes Participant is deemed a "deferral of compensationspecified employee" within the meaning of Section 409A of the Code (becauseCode, as determined by the Committee, at a time when the Participant becomes eligible for example, Grantee is Retirement eligible (or could become Retirement eligible during settlement of the term of this Agreement) or is a party to a Change in Control Agreement with the Corporation), then notwithstanding Section 4(a) hereof, payment of vested Restricted Stock Units shall be made to Grantee within 60 days following the earlier of: (i) Grantee's upon his "separation from service" within the meaning of Section 409A of the Code; provided, however, that if Grantee is a "specified employee" within the meaning of Section 409A of the Code (as determined pursuant to the Company's policy for identifying specified employees) on the date of the Grantee's separation from service, then to the extent required necessary to comply with prevent any accelerated or additional tax under Section 409A of the Code, payment shall such settlement will be delayed until the first business day earlier of: (a) the date that is more than six months after following the date of his or her Participant's separation from service; or service and (iib) the applicable Vesting Date(s) as provided in Section 2(a)Participant's death. (c) Payment of vested c. To the extent that the Participant does not vest in any Restricted Stock Units, all interest in such Restricted Stock Units and any related Dividend Equivalents shall be forfeited. The Participant has no right or interest in the form of one (1) Share for each full any Restricted Stock Unit; provided Units that if payment would be less than ten (10) Shares, or if payment would result in fractional shares, then, if so determined by the Committee or its delegate, in its sole discretion, payment may be made in cash in lieu of Sharesare forfeited.