Common use of Payment of Shares Clause in Contracts

Payment of Shares. The Company shall make a payment to the Participant of Shares based on the number of the vested Restricted Stock Units credited to the Participant’s Account upon vesting; provided that, if there is a Deferral Election (as described below), such payment shall be made on the applicable date or event specified in such Deferral Election. However, if a scheduled delivery date falls on a date that is not a trading day, such delivery date shall instead fall on the next following trading day. Notwithstanding the foregoing, in the event that the Company determines that any Shares are scheduled under this Agreement to be delivered (whether pursuant to a Deferral Election or no Deferral Election) on a day (the “Original Distribution Date”) on which the Company determines that a sale by the Participant of such Shares on the open market would be prohibited for any reason, including because it would (i) violate the registration requirements under the Securities Act or (ii) violate any of the provisions of the federal securities laws (or any Company or, if applicable, Affiliate policy related thereto) or (iii) violate a “lock-up” agreement undertaken in connection with an issuance of securities by the Company or (iv) not be permitted under applicable securities laws or Company policies, including xxxxxxx xxxxxxx policies applicable to the Participant and (v) the Company elects, prior to the Original Distribution Date, not to satisfy its tax withholding obligation (if any) by withholding Shares from the Shares otherwise due to the Participant on the Original Distribution Date under this Agreement, or there is no tax withholding obligation due, then such Shares shall not be delivered on such Original Distribution Date and shall instead be delivered as soon as practicable on the date on which the sale of such Shares by the Participant on the open market would not be in violation of any of such registration requirements, the federal securities laws (or any Company or, if applicable, Affiliate policy related thereto), lock-up agreement or would otherwise be permitted under applicable securities laws or Company policies; provided, however, that in no event shall the delivery of the Shares be delayed pursuant to this provision beyond the later of (a) December 31 of the calendar year in which the Original Issuance Date occurs (that is, the last day of the Participant’s taxable year in which the Original Issuance Date occurs), and (b) if and only if there is no Deferral Election and if permitted in a manner that complies with U.S. Treasury Regulation Section 1.409A-1(b)(4), the date that is the 15th day of the third calendar month of the year following the year in which the Shares under this Agreement are no longer subject to a “substantial risk of forfeiture” within the meaning of U.S. Treasury Regulation Section 1.409A-1(d).

Payment of Shares. The Company shall make a payment to the Participant of Shares based on the number of the vested Restricted Stock Units credited to the Participant’s Account upon vesting; each applicable Vest Date of the Restricted Stock Units as provided thatin Section 4 above, if there is a Deferral Election (as described below), such payment shall be made on or other date that the applicable date or event specified in such Deferral ElectionRestricted Stock Units earlier vest. However, if a scheduled delivery vesting date falls on a date that is not a trading day, such delivery date shall instead fall on the next following trading day. Notwithstanding the foregoing, in the event that the Company determines that any Shares are scheduled under this Agreement to be delivered (whether pursuant to a Deferral Election or no Deferral Election) on a day (the “Original Distribution Date”) on which the Company determines that a sale by the Participant of such Shares on the open market would be prohibited for any reason, including because it would (i) violate the registration requirements under the Securities Act or (ii) violate any of the provisions of the federal securities laws (or any Company or, if applicable, Affiliate policy related thereto) or (iii) violate a “lock-up” agreement undertaken in connection with an issuance of securities by the Company or (iv) not be permitted under applicable securities laws or Company policies, including xxxxxxx xxxxxxx policies applicable to the Participant and (v) the Company elects, prior to the Original Distribution Date, not to satisfy its tax withholding obligation (if any) by withholding Shares from the Shares otherwise due to the Participant on the Original Distribution Date under this Agreement, or there is no tax withholding obligation due, then such Shares shall not be delivered on such Original Distribution Date and shall instead be delivered as soon as practicable on the date on which the sale of such Shares by the Participant on the open market would not be in violation of any of such registration requirements, the federal securities laws (or any Company or, if applicable, Affiliate policy related thereto), lock-up agreement or would otherwise be permitted under applicable securities laws or Company policies; provided, however, that in no event shall the delivery of the Shares be delayed pursuant to this provision beyond the later of (a) December 31 of the calendar year in which the Original Issuance Date occurs (that is, the last day of the Participant’s taxable year in which the Original Issuance Date occurs), and (b) if and only if there is no Deferral Election and if permitted in a manner that complies with U.S. Treasury Regulation Section 1.409A-1(b)(4), the date that is the 15th day of the third calendar month of the year following the year in which the Shares under this Agreement are no longer subject to a “substantial risk of forfeiture” within the meaning of U.S. Treasury Regulation Section 1.409A-1(d).

Payment of Shares. The Company shall make a payment to the Participant of Shares based on the number of the vested Restricted Stock Units PRSUs credited to the Participant’s Account upon vesting; provided that, if there is a Deferral Election (as described below), such payment shall be made on the applicable scheduled issuance date or event specified in such Deferral Electionthe Vesting and Issuance Criteria. However, if a scheduled delivery date falls on a date that is not a trading day, such delivery date shall instead fall on the next following trading day. Notwithstanding the foregoing, in the event that the Company determines that any Shares are scheduled under this Agreement to be delivered (whether pursuant to a Deferral Election or no Deferral Election) on a day (the “Original Distribution Date”) on which the Company determines that a sale by the Participant of such Shares on the open market would be prohibited for any reason, including because it would (i) violate the registration requirements under the Securities Act or (ii) violate any of the provisions of the federal securities laws (or any Company or, if applicable, Affiliate policy related thereto) or (iii) violate a “lock-up” agreement undertaken in connection with an issuance of securities by the Company or (iv) not be permitted under applicable securities laws or Company policies, including xxxxxxx xxxxxxx policies applicable to by the Participant on the open market and (v) the Company elects, prior to the Original Distribution Date, not to satisfy its tax withholding obligation (if any) by withholding Shares from the Shares otherwise due to the Participant on the Original Distribution Date under this Agreement, or there is no tax withholding obligation due, then such Shares shall not be delivered on such Original Distribution Date and shall instead be delivered as soon as practicable on the date on which the sale of such Shares by the Participant on the open market would not be in violation of any of such registration requirements, the federal securities laws (or any Company or, if applicable, Affiliate policy related thereto), lock-up agreement or would otherwise be permitted under applicable securities laws or Company policiespolicies by the Participant on the open market; provided, however, that in no event shall the delivery of the Shares be delayed pursuant to this provision Section 8 beyond the later of (a) December 31 of the calendar year in which the Original Issuance Date occurs (that is, the last day of the Participant’s taxable year in which the Original Issuance Distribution Date occurs), and (b) if and only if there is no Deferral Election and if permitted in a manner that complies with U.S. Treasury Regulation Section 1.409A-1(b)(4), the date that is the 15th day of the third calendar month of the year following the year in which the Shares under this Agreement are no longer subject to a “substantial risk of forfeiture” within the meaning of U.S. Treasury Regulation Section 1.409A-1(d).

Payment of Shares. The Company (a) Except as otherwise provided in Subparagraph 4(b) below, the Participant shall make a receive payment of all Shares on the date that is three years after the Effective Date (not including the Effective Date) (the “Maturity Date”). For example, if the Effective Date of the Participant’s award under this Agreement is May 17, 2008, the Maturity Date will be May 17, 2011. (b) If the Participant dies prior to the Participant of Shares based on the number Maturity Date while serving as a Non-Management Director of the vested Restricted Stock Units credited Company or his or her service as a Non-Management Director of the Company terminates for any other reason prior to the Maturity Date and such termination constitutes a “separation from service” as defined under Treasury Regulation § 1.409A-1, as amended, the Participant shall receive payment of all Shares at the time of such death or separation from service. In this regard, if at the time a Non-Management Director’s service as a Non-Management Director terminates, such Non-Management Director is also providing services to the Company or an Affiliate (as defined below) as an independent contractor, no separation from service by such Non-Management Director shall occur and no Shares shall be payable to such Non-Management Director until the date on which such Non-Management Director has a Separation from Service as an Independent Contractor (as defined below) from the Company and its Affiliates. (c) All Shares that are paid pursuant to the Participant’s Account death or separation from service Subparagraph 4(b) above shall be paid to the Participant upon vesting; occurrence of the event giving rise to the right to payment or, in the case of Participant’s death, to the beneficiary of the Participant under the Plan or, if no beneficiary has been designated, to the Participant’s estate, provided that, if there is a Deferral Election (except as described below)otherwise required under Federal securities laws or other applicable law, such payment all Shares that are paid pursuant to Subparagraph 4(b) above shall be made on paid not more than 90 days following the applicable date or occurrence of the event specified in such Deferral Election. Howevergiving rise to the right to payment. (d) Shares that become payable under this Agreement will be paid by the Company by the delivery to the Participant, if a scheduled delivery date falls on a date that is not a trading day, such delivery date shall instead fall on the next following trading day. Notwithstanding the foregoingor, in the event that case of the Company determines that any Participant’s death, to the Participant’s beneficiary or legal representative, of one or more certificates (or other indicia of ownership) representing shares of Xxxxxxxx Common Stock equal in number to the number of Shares are scheduled otherwise payable under this Agreement to be delivered Agreement. (whether pursuant to a Deferral Election or no Deferral Electione) on a day (the “Original Distribution Date”) on which the Company determines that a sale by the Participant Upon conversion of such RSUs into Shares on the open market would be prohibited for any reason, including because it would (i) violate the registration requirements under the Securities Act or (ii) violate any of the provisions of the federal securities laws (or any Company or, if applicable, Affiliate policy related thereto) or (iii) violate a “lock-up” agreement undertaken in connection with an issuance of securities by the Company or (iv) not be permitted under applicable securities laws or Company policies, including xxxxxxx xxxxxxx policies applicable to the Participant and (v) the Company elects, prior to the Original Distribution Date, not to satisfy its tax withholding obligation (if any) by withholding Shares from the Shares otherwise due to the Participant on the Original Distribution Date under this Agreement, or there is no tax withholding obligation due, then such Shares RSUs shall not be delivered on such Original Distribution Date and shall instead be delivered as soon as practicable on the date on which the sale of such Shares by the Participant on the open market would not be in violation of any of such registration requirements, the federal securities laws (or any Company or, if applicable, Affiliate policy related thereto), lock-up agreement or would otherwise be permitted under applicable securities laws or Company policies; provided, however, that in no event shall the delivery of the Shares be delayed pursuant to this provision beyond the later of (a) December 31 of the calendar year in which the Original Issuance Date occurs (that is, the last day of the Participant’s taxable year in which the Original Issuance Date occurs), and (b) if and only if there is no Deferral Election and if permitted in a manner that complies with U.S. Treasury Regulation Section 1.409A-1(b)(4), the date that is the 15th day of the third calendar month of the year following the year in which the Shares under this Agreement are no longer subject to a “substantial risk of forfeiture” within the meaning of U.S. Treasury Regulation Section 1.409A-1(d)cancelled.

Payment of Shares. (a) The payment date for all Shares in which the Participant becomes vested pursuant to Subparagraph 4(b) above shall be within the 30th day following the Maturity Date. (b) The payment date for all Shares in which the Participant becomes vested pursuant to Subparagraph 4(c) above shall be within the 60th day following such death. (c) The payment date for all Shares in which the Participant becomes vested pursuant to Subparagraph 4(d) above shall be within the 30th day after the Participant becomes Disabled. (d) The payment date for all Shares in which the Participant becomes vested pursuant to Subparagraph 4(e) above shall be within the 30th day following such Participant’s Separation from Service. (e) Upon conversion of RSUs into Shares under this Agreement, such RSUs shall be cancelled. Shares that become payable under this Agreement will be paid by the Company shall make a payment by the delivery to the Participant Participant, or the Participant’s beneficiary or legal representative, of Shares based on one or more certificates (or other indicia of ownership) representing shares of Common Stock equal in number to the number of Shares otherwise payable under this Agreement less the vested Restricted Stock Units credited number of Shares having a Fair Market Value, as of the date the withholding tax obligation arises, equal to the Participant’s Account upon vesting; provided that, if there is a Deferral Election (as described below), such payment shall be made on the applicable date or event specified in such Deferral Election. However, if a scheduled delivery date falls on a date that is not a trading day, such delivery date shall instead fall on the next following trading dayminimum statutory withholding requirements. Notwithstanding the foregoing, to the extent permitted by Section 409A of the Code and the guidance issued by the Internal Revenue Service thereunder, if federal employment taxes become due when the Participant becomes entitled to payment of Shares, the number of Shares necessary to cover minimum statutory withholding requirements may, in the event that the Company determines that any Shares are scheduled under this Agreement to be delivered (whether pursuant to a Deferral Election or no Deferral Election) on a day (the “Original Distribution Date”) on which the Company determines that a sale by the Participant of such Shares on the open market would be prohibited for any reason, including because it would (i) violate the registration requirements under the Securities Act or (ii) violate any discretion of the provisions of the federal securities laws (or any Company orCompany, if applicable, Affiliate policy related thereto) or (iii) violate a “lock-up” agreement undertaken in connection with an issuance of securities by the Company or (iv) not be permitted under applicable securities laws or Company policies, including xxxxxxx xxxxxxx policies applicable to the Participant and (v) the Company elects, prior to the Original Distribution Date, not used to satisfy its tax withholding obligation (if any) by withholding Shares from the Shares otherwise due to the Participant on the Original Distribution Date under this Agreement, or there is no tax withholding obligation due, then such Shares shall not be delivered on requirements upon such Original Distribution Date and shall instead be delivered as soon as practicable on the date on which the sale of such Shares by the Participant on the open market would not be in violation of any of such registration requirements, the federal securities laws (or any Company or, if applicable, Affiliate policy related thereto), lock-up agreement or would otherwise be permitted under applicable securities laws or Company policies; provided, however, that in no event shall the delivery of the Shares be delayed pursuant to this provision beyond the later of (a) December 31 of the calendar year in which the Original Issuance Date occurs (that is, the last day of the Participant’s taxable year in which the Original Issuance Date occurs), and (b) if and only if there is no Deferral Election and if permitted in a manner that complies with U.S. Treasury Regulation Section 1.409A-1(b)(4), the date that is the 15th day of the third calendar month of the year following the year in which the Shares under this Agreement are no longer subject to a “substantial risk of forfeiture” within the meaning of U.S. Treasury Regulation Section 1.409A-1(d)entitlement.

Payment of Shares. The Company shall make a payment to the Participant of Shares based on the number of the vested Restricted Stock Units PRSUs credited to the Participant’s Account upon vesting; provided that, if there is a Deferral Election (as described below), such payment shall be made on the applicable vesting date or event specified in such Deferral Electionthe Vesting and Issuance Criteria. However, if a scheduled delivery vesting date falls on a date that is not a trading day, such delivery date shall instead fall on the next following trading day. Notwithstanding the foregoing, in the event that the Company determines that any Shares are scheduled under this Agreement to be delivered (whether pursuant to a Deferral Election or no Deferral Election) on a day (the “Original Distribution Date”) on which the Company determines that a sale by the Participant of such Shares on the open market would be prohibited for any reason, including because it would (i) violate the registration requirements under the Securities Act or (ii) violate any of the provisions of the federal securities laws (or any Company or, if applicable, Affiliate policy related thereto) or (iii) violate a “lock-up” agreement undertaken in connection with an issuance of securities by the Company or (iv) not be permitted under applicable securities laws or Company policies, including xxxxxxx ixxxxxx xxxxxxx policies applicable to the Participant and (v) the Company elects, prior to the Original Distribution Date, not to satisfy its tax withholding obligation (if any) by withholding Shares from the Shares otherwise due to the Participant on the Original Distribution Date under this Agreement, or there is no tax withholding obligation due, then such Shares shall not be delivered on such Original Distribution Date and shall instead be delivered as soon as practicable on the date on which the sale of such Shares by the Participant on the open market would not be in violation of any of such registration requirements, the federal securities laws (or any Company or, if applicable, Affiliate policy related thereto), lock-up agreement or would otherwise be permitted under applicable securities laws or Company policies; provided, however, that in no event shall the delivery of the Shares be delayed pursuant to this provision beyond the later of (a) December 31 of the calendar year in which the Original Issuance Date occurs (that is, the last day of the Participant’s taxable year in which the Original Issuance Date occurs), and (b) if and only if there is no Deferral Election and if permitted in a manner that complies with U.S. Treasury Regulation Section 1.409A-1(b)(4), the date that is the 15th day of the third calendar month of the year following the year in which the Shares under this Agreement are no longer subject to a “substantial risk of forfeiture” within the meaning of U.S. Treasury Regulation Section 1.409A-1(d).

Payment of Shares. The Company shall make a payment to the Participant of Shares based on the number of the vested Restricted Stock Units PRSUs credited to the Participant’s Account upon vesting; provided that, if there is a Deferral Election (as described below), such payment shall be made on the each applicable vesting date or event specified in such Deferral Electionthe Vesting and Issuance Criteria. However, if a scheduled delivery vesting date falls on a date that is not a trading day, such delivery date shall instead fall on the next following trading day. Notwithstanding the foregoing, in the event that distribution of any Shares in respect of this Award are subject to withholding taxes and the Company determines that any Shares are scheduled under this Agreement to be delivered (whether pursuant to a Deferral Election or no Deferral Election) on a day (the “Original Distribution Date”) on which the Company determines that a sale by the Participant of such Shares on the open market would be prohibited for any reason, including because it would (i) violate the registration requirements under the Securities Act or (ii) violate any of the provisions of the federal securities laws (or any Company or, if applicable, Affiliate policy related thereto) or (iii) violate a “lock-up” agreement undertaken in connection with an issuance of securities by the Company or (iv) not be permitted under applicable securities laws or Company policies, including xxxxxxx xxxxxxx policies applicable to the Participant and (v) the Company elects, prior to the Original Distribution Date, not to satisfy its tax withholding obligation (if any) by withholding Shares from the Shares otherwise due to the Participant on the Original Distribution Date under this Agreement, or there is no tax withholding obligation due, then such Shares shall not be delivered on such Original Distribution Date and shall instead be delivered as soon as practicable on the date on which the sale of such Shares by the Participant on the open market would not be in violation of any of such registration requirements, the federal securities laws (or any Company or, if applicable, Affiliate policy related thereto), lock-up agreement or would otherwise be permitted under applicable securities laws or Company policies; provided, however, that in no event shall the delivery of the Shares be delayed pursuant to this provision beyond the later of (a) December 31 of the calendar year in which the Original Issuance Date occurs (that is, the last day of the Participant’s taxable year in which the Original Issuance Date occurs), and (b) if and only if there is no Deferral Election and if permitted in a manner that complies with U.S. Treasury Regulation Section 1.409A-1(b)(4), the date that is the 15th day of the third calendar month of the year following the year in which the Shares under this Agreement are no longer subject to a “substantial risk of forfeiture” within the meaning of U.S. Treasury Regulation Section 1.409A-1(d).

Payment of Shares. The Company (a) All Shares that become payable pursuant to Paragraph 4, above shall make a payment be paid immediately to the Participant of Shares based on the number following occurrence of the vested Restricted Stock Units credited event giving rise to the right to payment or, in the case of Participant’s death, to the beneficiary of the Participant under the Plan or, if no beneficiary has been designated, to the Participant’s Account upon vesting; provided thatestate, if there is a Deferral Election (as described below), such payment shall be made on the applicable date or but in any event specified in such Deferral Election. However, if a scheduled delivery date falls on a date that is not a trading day, such delivery date shall instead fall on the next following trading day. Notwithstanding the foregoing, in the event that the Company determines that any Shares are scheduled under this Agreement to be delivered (whether pursuant to a Deferral Election or no Deferral Election) on a day (the “Original Distribution Date”) on which the Company determines that a sale by the Participant of such Shares on the open market would be prohibited for any reason, including because it would (i) violate the registration requirements under the Securities Act or (ii) violate any of the provisions of the federal securities laws (or any Company or, if applicable, Affiliate policy related thereto) or (iii) violate a “lock-up” agreement undertaken in connection with an issuance of securities by the Company or (iv) not be permitted under applicable securities laws or Company policies, including xxxxxxx xxxxxxx policies applicable to the Participant and (v) the Company elects, prior to the Original Distribution Date, not to satisfy its tax withholding obligation (if any) by withholding Shares from the Shares otherwise due to the Participant on the Original Distribution Date under this Agreement, or there is no tax withholding obligation due, then such Shares shall not be delivered on such Original Distribution Date and shall instead be delivered as soon as practicable on the date on which the sale of such Shares by the Participant on the open market would not be in violation of any of such registration requirements, the federal securities laws (or any Company or, if applicable, Affiliate policy related thereto), lock-up agreement or would otherwise be permitted under applicable securities laws or Company policies; provided, however, that in no event shall the delivery of the Shares be delayed pursuant to this provision beyond the later of (a) December 31 of the calendar year in which the Original Issuance Date occurs (that is, the last day of the Participant’s taxable year in which the Original Issuance Date occurs), and (b) if and only if there is no Deferral Election and if permitted in a manner that complies with U.S. Treasury Regulation Section 1.409A-1(b)(4), the date that is the 15th day of the third calendar month than March 15 of the year immediately following the year in which the Shares under this Agreement are no longer subject Participant became entitled to payment of such Shares, provided that if the Participant was a “substantial risk of forfeiturekey employee” within the meaning of U.S. Treasury Regulation Section 1.409A-1(d409A(a)(B)(i) of the Code, and such Participant became entitled to payment of Shares under Subparagraph 4(d), 4(e), 4(f) or 4(g) above, payment shall not be made sooner than six (6) months following the date such Participant experienced a “separation from service” as defined in Section 409A of the Code and guidance thereunder. Upon conversion of RSUs into Shares under this Agreement, such RSUs shall be cancelled. (b) Shares that become payable under this Agreement will be paid by the Company by the delivery to the Participant, or the Participant’s beneficiary or legal representative, as soon as practicable, after the Participant is entitled to the payment of Shares, of one or more certificates (or other indicia of ownership) representing shares of Xxxxxxxx Common Stock equal in number to the number of Shares otherwise payable under this Agreement less the number of Shares having a Fair Market Value, as of the date the withholding tax obligation arises, equal to the minimum statutory withholding requirements. Notwithstanding the foregoing, to the extent permitted by Section 409A of the Code and the guidance issued by the Internal Revenue Service thereunder, if federal employment taxes become due upon the Participant’s becoming entitled to payment of Shares, the number of Shares necessary to cover minimum statutory withholding requirements may, in the discretion of the Company, be used to satisfy such requirements upon such entitlement.

Payment of Shares. The Company shall make a payment to the Participant of Shares based on the number of the vested Restricted Stock Units credited to the Participant’s Account upon vesting; provided that, if there is a Deferral Election (as described below), such payment shall be made on the applicable date or event specified in such Deferral Election. However, if a scheduled delivery date falls on a date that is not a trading day, such delivery date shall instead fall on the next following trading day. Notwithstanding the foregoing, in the event that the Company determines that any Shares are scheduled under this Agreement to be delivered (whether pursuant to a Deferral Election or no Deferral Election) on a day (the “Original Distribution Date”) on which the Company determines that a sale by the Participant of such Shares on the open market would be prohibited for any reason, including because it would (i) violate the registration requirements under the Securities Act or (ii) violate any of the provisions of the federal securities laws (or any Company or, if applicable, Affiliate policy related thereto) or (iii) violate a “lock-up” agreement undertaken in connection with an issuance of securities by the Company or (iv) not be permitted under applicable securities laws or Company policies, including xxxxxxx xxxxxxx policies applicable to by the Participant on the open market and (v) the Company elects, prior to the Original Distribution Date, not to satisfy its tax withholding obligation (if any) by withholding Shares from the Shares otherwise due to the Participant on the Original Distribution Date under this Agreement, or there is no tax withholding obligation due, then such Shares shall not be delivered on such Original Distribution Date and shall instead be delivered as soon as practicable on the date on which the sale of such Shares by the Participant on the open market would not be in violation of any of such registration requirements, the federal securities laws (or any Company or, if applicable, Affiliate policy related thereto), lock-up agreement or would otherwise be permitted under applicable securities laws or Company policiespolicies by the Participant on the open market; provided, however, that in no event shall the delivery of the Shares be delayed pursuant to this provision beyond the later of (a) December 31 of the calendar year in which the Original Issuance Date occurs (that is, the last day of the Participant’s taxable year in which the Original Issuance Date occurs), and (b) if and only if there is no Deferral Election and if permitted in a manner that complies with U.S. Treasury Regulation Section 1.409A-1(b)(4), the date that is the 15th day of the third calendar month of the year following the year in which the Shares under this Agreement are no longer subject to a “substantial risk of forfeiture” within the meaning of U.S. Treasury Regulation Section 1.409A-1(d).last

Payment of Shares. (a) The payment date for all Shares in which a Participant becomes vested pursuant to Subparagraph 4(b) above shall be within the 30th day following a Maturity Date. (b) The payment date for all Shares in which a Participant becomes vested pursuant to Subparagraph 4(c) above shall be within the 60th day following such death. (c) The payment date for all shares in which a Participant becomes vested pursuant to Subparagraph 4(d) above shall be within the 30th day after the Participant becomes Disabled. (d) The payment date for all Shares in which the Participant becomes vested pursuant to Subparagraphs 4(e), 4(f), and 4(g) above shall be with the 30th day following such Participant’s Separation from Service. (e) Upon conversion of RSUs into Shares under this Agreement, such RSUs shall be cancelled. Shares that become payable under this Agreement will be paid by the Company shall make a payment by the delivery to the Participant Participant, or the Participant’s beneficiary or legal representative, of Shares based on one or more certificates (or other indicia of ownership) representing shares of Common Stock equal in number to the number of Shares otherwise payable under this Agreement less the vested Restricted Stock Units credited number of Shares having a Fair Market Value, as of the date the withholding tax obligation arises, equal to the Participant’s Account upon vesting; provided that, if there is a Deferral Election (as described below), such payment shall be made on the applicable date or event specified in such Deferral Election. However, if a scheduled delivery date falls on a date that is not a trading day, such delivery date shall instead fall on the next following trading dayminimum statutory withholding requirements. Notwithstanding the foregoing, to the extent permitted by Section 409A of the Code and the guidance issued by the Internal Revenue Service thereunder, if federal employment taxes become due when the Participant becomes entitled to payment of Shares, the number of Shares necessary to cover minimum statutory withholding requirements may, in the event that the Company determines that any Shares are scheduled under this Agreement to be delivered (whether pursuant to a Deferral Election or no Deferral Election) on a day (the “Original Distribution Date”) on which the Company determines that a sale by the Participant of such Shares on the open market would be prohibited for any reason, including because it would (i) violate the registration requirements under the Securities Act or (ii) violate any discretion of the provisions of the federal securities laws (or any Company orCompany, if applicable, Affiliate policy related thereto) or (iii) violate a “lock-up” agreement undertaken in connection with an issuance of securities by the Company or (iv) not be permitted under applicable securities laws or Company policies, including xxxxxxx xxxxxxx policies applicable to the Participant and (v) the Company elects, prior to the Original Distribution Date, not used to satisfy its tax withholding obligation (if any) by withholding Shares from the Shares otherwise due to the Participant on the Original Distribution Date under this Agreement, or there is no tax withholding obligation due, then such Shares shall not be delivered on requirements upon such Original Distribution Date and shall instead be delivered as soon as practicable on the date on which the sale of such Shares by the Participant on the open market would not be in violation of any of such registration requirements, the federal securities laws (or any Company or, if applicable, Affiliate policy related thereto), lock-up agreement or would otherwise be permitted under applicable securities laws or Company policies; provided, however, that in no event shall the delivery of the Shares be delayed pursuant to this provision beyond the later of (a) December 31 of the calendar year in which the Original Issuance Date occurs (that is, the last day of the Participant’s taxable year in which the Original Issuance Date occurs), and (b) if and only if there is no Deferral Election and if permitted in a manner that complies with U.S. Treasury Regulation Section 1.409A-1(b)(4), the date that is the 15th day of the third calendar month of the year following the year in which the Shares under this Agreement are no longer subject to a “substantial risk of forfeiture” within the meaning of U.S. Treasury Regulation Section 1.409A-1(d)entitlement.

Payment of Shares. The Company shall make a payment to the Participant of Shares based on the number of the vested Restricted Stock Units credited to the Participant’s Account upon vesting; each applicable Vest Date of the Restricted Stock Units as provided thatin Section 4 above, if there is a Deferral Election (as described below), such payment shall be made on or other date that the applicable date or event specified in such Deferral ElectionRestricted Stock Units earlier vest. However, if a scheduled delivery date falls on a date that is not a trading day, such delivery date shall instead fall on the next following trading day. Notwithstanding the foregoing, in the event that the Company determines that any Shares are scheduled under this Agreement to be delivered (whether pursuant to a Deferral Election or no Deferral Election) on a day (the “Original Distribution Date”) on which the Company determines that a sale by the Participant of such Shares on the open market would be prohibited for any reason, including because it would (i) violate the registration requirements under the Securities Act or (ii) violate any of the provisions of the federal securities laws (or any Company or, if applicable, Affiliate policy related thereto) or (iii) violate a “lock-up” agreement undertaken in connection with an issuance of securities by the Company or (iv) not be permitted under applicable securities laws or Company policies, including xxxxxxx xxxxxxx policies applicable to by the Participant on the open market and (v) the Company elects, prior to the Original Distribution Date, not to satisfy its tax withholding obligation (if any) by withholding Shares from the Shares otherwise due to the Participant on the Original Distribution Date under this Agreement, or there is no tax withholding obligation due, then such Shares shall not be delivered on such Original Distribution Date and shall instead be delivered as soon as practicable on the date on which the sale of such Shares by the Participant on the open market would not be in violation of any of such registration requirements, the federal securities laws (or any Company or, if applicable, Affiliate policy related thereto), lock-up agreement or would otherwise be permitted under applicable securities laws or Company policiespolicies by the Participant on the open market; provided, however, that in no event shall the delivery of the Shares be delayed pursuant to this provision beyond the later of (a) December 31 of the calendar year in which the Original Issuance Date occurs (that is, the last day of the Participant’s taxable year in which the Original Issuance Date occurs), and (b) if and only if there is no Deferral Election and if permitted in a manner that complies with U.S. Treasury Regulation Section 1.409A-1(b)(4), the date that is the 15th day of the third calendar month of the year following the year in which the Shares under this Agreement are no longer subject to a “substantial risk of forfeiture” within the meaning of U.S. Treasury Regulation Section 1.409A-1(d).

Payment of Shares. (a) The payment date for all Shares in which a Participant becomes vested pursuant to Subparagraphs 4(b) or 4(e) above shall be the 30th day following the Maturity Date. (b) The payment date for all Shares in which a Participant becomes vested pursuant to Subparagraph 4(c) above shall be the 60th day following such death. (c) The payment date for all shares in which a Participant becomes vested pursuant to Subparagraph 4(d) above shall be the 30th day after the Participant becomes Disabled. (d) The payment date for all Shares in which the Participant becomes vested pursuant to Subparagraphs 4(f), 4(g) and 4(h) above shall be the 30th day following such Participant’s Separation from Service, provided that if the Participant was a “key employee” within the meaning of Section 409A(a)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”) immediately prior to his or her Separation from Service, and such Participant vested in such Shares under Subparagraph 4(e), (4)(f), 4(g) or 4(h) above, payment shall not be made sooner than six months following the date such Participant experienced a Separation from Service. For purposes of this Subparagraph 5(d), “key employee” means an employee designated on an annual basis by the Company as of December 31 (the “Key Employee Designation Date”) as an employee meeting the requirements of Section 416(i) of the Code utilizing the definition of compensation under Treasury Regulation § 1.415(c)-2(d)(2). A Participant designated as a “key employee” shall make be a payment “key employee” for the entire 12 month period beginning on April 1 following the Key Employee Designation Date. (e) Upon conversion of RSUs into Shares under this Agreement, such RSUs shall be cancelled. Shares that become payable under this Agreement will be paid by the Company by the delivery to the Participant Participant, or the Participant’s beneficiary or legal representative, of Shares based on one or more certificates (or other indicia of ownership) representing shares of Common Stock equal in number to the number of Shares otherwise payable under this Agreement less the vested Restricted Stock Units credited number of Shares having a Fair Market Value, as of the date the withholding tax obligation arises, equal to the Participant’s Account upon vesting; provided that, if there is a Deferral Election (as described below), such payment shall be made on the applicable date or event specified in such Deferral Election. However, if a scheduled delivery date falls on a date that is not a trading day, such delivery date shall instead fall on the next following trading dayminimum statutory withholding requirements. Notwithstanding the foregoing, to the extent permitted by Section 409A of the Code and the guidance issued by the Internal Revenue Service thereunder, if federal employment taxes become due when the Participant becomes entitled to payment of Shares, the number of Shares necessary to cover minimum statutory withholding requirements may, in the event that the Company determines that any Shares are scheduled under this Agreement to be delivered (whether pursuant to a Deferral Election or no Deferral Election) on a day (the “Original Distribution Date”) on which the Company determines that a sale by the Participant of such Shares on the open market would be prohibited for any reason, including because it would (i) violate the registration requirements under the Securities Act or (ii) violate any discretion of the provisions of the federal securities laws (or any Company orCompany, if applicable, Affiliate policy related thereto) or (iii) violate a “lock-up” agreement undertaken in connection with an issuance of securities by the Company or (iv) not be permitted under applicable securities laws or Company policies, including xxxxxxx xxxxxxx policies applicable to the Participant and (v) the Company elects, prior to the Original Distribution Date, not used to satisfy its tax withholding obligation (if any) by withholding Shares from the Shares otherwise due to the Participant on the Original Distribution Date under this Agreement, or there is no tax withholding obligation due, then such Shares shall not be delivered on requirements upon such Original Distribution Date and shall instead be delivered as soon as practicable on the date on which the sale of such Shares by the Participant on the open market would not be in violation of any of such registration requirements, the federal securities laws (or any Company or, if applicable, Affiliate policy related thereto), lock-up agreement or would otherwise be permitted under applicable securities laws or Company policies; provided, however, that in no event shall the delivery of the Shares be delayed pursuant to this provision beyond the later of (a) December 31 of the calendar year in which the Original Issuance Date occurs (that is, the last day of the Participant’s taxable year in which the Original Issuance Date occurs), and (b) if and only if there is no Deferral Election and if permitted in a manner that complies with U.S. Treasury Regulation Section 1.409A-1(b)(4), the date that is the 15th day of the third calendar month of the year following the year in which the Shares under this Agreement are no longer subject to a “substantial risk of forfeiture” within the meaning of U.S. Treasury Regulation Section 1.409A-1(d)entitlement.

Payment of Shares. The Company shall make a payment to the Participant of (a) All Shares based on the number of the vested Restricted Stock Units credited to the Participant’s Account upon vesting; provided that, if there is a Deferral Election (as described below), such payment that become payable in accordance with Paragraph 5 above shall be made on the applicable date or event specified in such Deferral Election. However, if a scheduled delivery date falls on a date that is not a trading day, such delivery date shall instead fall on the next paid immediately following trading day. Notwithstanding the foregoing, in the event that the Company determines that any Shares are scheduled under this Agreement to be delivered (whether pursuant to a Deferral Election or no Deferral Election) on a day (the “Original Distribution Date”) on which the Company determines that a sale by the Participant of such Shares on the open market would be prohibited for any reason, including because it would (i) violate the registration requirements under the Securities Act or (ii) violate any of the provisions of the federal securities laws (or any Company or, if applicable, Affiliate policy related thereto) or (iii) violate a “lock-up” agreement undertaken in connection with an issuance of securities by the Company or (iv) not be permitted under applicable securities laws or Company policies, including xxxxxxx xxxxxxx policies applicable to the Participant and (v) the Company elects, prior to the Original Distribution Date, not to satisfy its tax withholding obligation (if any) by withholding Shares from the Shares otherwise due to the Participant on the Original Distribution Date under this Agreement, or there is no tax withholding obligation due, then such Shares shall not be delivered on such Original Distribution Date and shall instead be delivered as soon as practicable on the date on which the sale of such Shares by the Participant on the open market would not be in violation of any of such registration requirements, the federal securities laws (or any Company becomes entitled to payment thereof or, if applicable, Affiliate policy related thereto), lock-up agreement or would otherwise be permitted under applicable securities laws or Company policies; provided, however, that in no event shall the delivery of the Shares be delayed pursuant to this provision beyond the later of (a) December 31 of the calendar year in which the Original Issuance Date occurs (that is, the last day case of the Participant’s taxable year in which death, his or her beneficiary under the Original Issuance Date occurs)Plan, and (b) or if and only if there is no Deferral Election and if permitted in a manner that complies with U.S. Treasury Regulation Section 1.409A-1(b)(4)beneficiary has been designated, the date that is the 15th day of the third calendar month to his or her estate. In no event, however, shall such payment be made later than March 15 of the year following the year in which the Shares Participant became entitled to such payment, provided that if the Participant became entitled to payment under this Agreement are no longer subject to Subparagraph 5(d) above in connection with a “substantial risk of forfeiture” Change in Control and he or she was a key employee within the meaning of U.S. Treasury Regulation Section 1.409A-1(d)409A(a)(2)(B)(i) of the Code, payment shall not in any case be made sooner than six (6) months following the date on which the Participant experiences a “separation from service” as defined under Section 409A of the Code and guidance thereunder. Upon conversion of RSUs into Shares under this Agreement, such RSUs shall be cancelled. (b) Shares that become payable under this Agreement will be paid by the Company by the delivery to the Participant, or the Participant’s beneficiary or legal representative, as soon as practicable, after the Participant is entitled to the payment of such Shares, of one or more certificates (or other indicia of ownership) representing Shares of Wxxxxxxx Common Stock equal in number to the number of Shares otherwise payable under this Agreement less the number of Shares having a Fair Market Value, as of the date the withholding tax obligation arises, equal to the minimum statutory withholding requirements. Notwithstanding the foregoing, to the extent permitted by Section 409A of the Code and the guidance thereunder, if federal employment taxes become due upon the Participant’s becoming entitled to payment of Shares, the number of Shares necessary to cover minimum statutory withholding requirements may, in the Company’s discretion, be used to satisfy such requirements upon such entitlement.

Payment of Shares. The Company (a) Except as otherwise provided in Subparagraph 4(b) below, the Participant shall make a receive payment of all Shares on the date that is three years after the Effective Date (not including the Effective Date) (the “Maturity Date”). For example, if the Effective Date of the Participant’s award under this Agreement is May ___, 2009, the Maturity Date will be May ___, 2012. (b) If the Participant dies prior to the Participant of Shares based on the number Maturity Date while serving as a Non-Management Director of the vested Restricted Stock Units credited Company or his or her service as a Non-Management Director of the Company terminates for any other reason prior to the Maturity Date and such termination constitutes a “separation from service” as defined under Treasury Regulation § 1.409A-1, as amended, the Participant shall receive payment of all Shares at the time of such death or separation from service. In this regard, if at the time a Non-Management Director’s service as a Non-Management Director terminates, such Non- Management Director is also providing services to the Company or an Affiliate (as defined below) as an independent contractor, no separation from service by such Non-Management Director shall occur and no Shares shall be payable to such Non-Management Director until the date on which such Non-Management Director has a Separation from Service as an Independent Contractor (as defined below) from the Company and its Affiliates. (c) All Shares that are paid pursuant to the Participant’s Account death or separation from service Subparagraph 4(b) above shall be paid to the Participant upon vesting; occurrence of the event giving rise to the right to payment or, in the case of Participant’s death, to the beneficiary of the Participant under the Plan or, if no beneficiary has been designated, to the Participant’s estate, provided that, if there is a Deferral Election (except as described below)otherwise required under Federal securities laws or other applicable law, such payment all Shares that are paid pursuant to Subparagraph 4(b) above shall be made on paid not more than 90 days following the applicable date or occurrence of the event specified in such Deferral Election. Howevergiving rise to the right to payment. (d) Shares that become payable under this Agreement will be paid by the Company by the delivery to the Participant, if a scheduled delivery date falls on a date that is not a trading day, such delivery date shall instead fall on the next following trading day. Notwithstanding the foregoingor, in the event that case of the Company determines that any Participant’s death, to the Participant’s beneficiary or legal representative, of one or more certificates (or other indicia of ownership) representing shares of Xxxxxxxx Common Stock equal in number to the number of Shares are scheduled otherwise payable under this Agreement to be delivered Agreement. (whether pursuant to a Deferral Election or no Deferral Electione) on a day (the “Original Distribution Date”) on which the Company determines that a sale by the Participant Upon conversion of such RSUs into Shares on the open market would be prohibited for any reason, including because it would (i) violate the registration requirements under the Securities Act or (ii) violate any of the provisions of the federal securities laws (or any Company or, if applicable, Affiliate policy related thereto) or (iii) violate a “lock-up” agreement undertaken in connection with an issuance of securities by the Company or (iv) not be permitted under applicable securities laws or Company policies, including xxxxxxx xxxxxxx policies applicable to the Participant and (v) the Company elects, prior to the Original Distribution Date, not to satisfy its tax withholding obligation (if any) by withholding Shares from the Shares otherwise due to the Participant on the Original Distribution Date under this Agreement, or there is no tax withholding obligation due, then such Shares RSUs shall not be delivered on such Original Distribution Date and shall instead be delivered as soon as practicable on the date on which the sale of such Shares by the Participant on the open market would not be in violation of any of such registration requirements, the federal securities laws (or any Company or, if applicable, Affiliate policy related thereto), lock-up agreement or would otherwise be permitted under applicable securities laws or Company policies; provided, however, that in no event shall the delivery of the Shares be delayed pursuant to this provision beyond the later of (a) December 31 of the calendar year in which the Original Issuance Date occurs (that is, the last day of the Participant’s taxable year in which the Original Issuance Date occurs), and (b) if and only if there is no Deferral Election and if permitted in a manner that complies with U.S. Treasury Regulation Section 1.409A-1(b)(4), the date that is the 15th day of the third calendar month of the year following the year in which the Shares under this Agreement are no longer subject to a “substantial risk of forfeiture” within the meaning of U.S. Treasury Regulation Section 1.409A-1(d)cancelled.

Payment of Shares. The Company shall make a payment to the Participant of Shares based on the number of the vested Restricted Stock Units PRSUs credited to the Participant’s Account upon vesting; provided that, if there is a Deferral Election (as described below), such payment shall be made on the each applicable vesting date or event specified in such Deferral Electionthe Vesting and Issuance Criteria. However, if a scheduled delivery vesting date falls on a date that is not a trading day, such delivery date shall instead fall on the next following trading day. Notwithstanding the foregoing, in the event that the Company determines that any Shares are scheduled under this Agreement to be delivered (whether pursuant to a Deferral Election or no Deferral Election) on a day (the “Original Distribution Date”) on which the Company determines that a sale by the Participant of such Shares on the open market would be prohibited for any reason, including because it would (i) violate the registration requirements under the Securities Act or (ii) violate any of the provisions of the federal securities laws (or any Company or, if applicable, Affiliate policy related thereto) or (iii) violate a “lock-up” agreement undertaken in connection with an issuance of securities by the Company or (iv) not be permitted under applicable securities laws or Company policies, including xxxxxxx xxxxxxx policies applicable to the Participant and (v) the Company elects, prior to the Original Distribution Date, not to satisfy its tax withholding obligation (if any) by withholding Shares from the Shares otherwise due to the Participant on the Original Distribution Date under this Agreement, or there is no tax withholding obligation due, then such Shares shall not be delivered on such Original Distribution Date and shall instead be delivered as soon as practicable on the date on which the sale of such Shares by the Participant on the open market would not be in violation of any of such registration requirements, the federal securities laws (or any Company or, if applicable, Affiliate policy related thereto), lock-up agreement or would otherwise be permitted under applicable securities laws or Company policies; provided, however, that in no event shall the delivery of the Shares be delayed pursuant to this provision beyond the later of (a) December 31 of the calendar year in which the Original Issuance Date occurs (that is, the last day of the Participant’s taxable year in which the Original Issuance Date occurs), and (b) if and only if there is no Deferral Election and if permitted in a manner that complies with U.S. Treasury Regulation Section 1.409A-1(b)(4), the date that is the 15th day of the third calendar month of the year following the year in which the Shares under this Agreement are no longer subject to a “substantial risk of forfeiture” within the meaning of U.S. Treasury Regulation Section 1.409A-1(d).

Payment of Shares. The Company shall make a payment to the Participant of Shares based on the number of the vested Restricted Stock Units credited to the Participant’s Account upon vesting; each applicable Vest Date of the Restricted Stock Units as provided that, if there is a Deferral Election (as described below), such payment shall be made on the applicable date or event specified in such Deferral ElectionSection 4 above. However, if a scheduled delivery date falls on a date that is not a trading day, such delivery date shall instead fall on the next following trading day. [Notwithstanding the foregoing, in the event that the Company determines that any Shares are scheduled under this Agreement to be delivered (whether pursuant to a Deferral Election or no Deferral Election) on a day (the “Original Distribution Date”) on which the Company determines that a sale by the Participant of such Shares on the open market would be prohibited for any reason, including because it would violate (i) violate the registration requirements under the Securities Act or Act, (ii) violate any of the provisions of the federal securities laws (or any Company or, if applicable, Affiliate policy related thereto) or (iii) violate a “lock-up” agreement undertaken in connection with an issuance of securities by the Company or Company, then (iv) not be permitted under applicable securities laws or Company policies, including xxxxxxx xxxxxxx policies applicable to the Participant and (v) unless the Company elects, prior to the Original Distribution Date, not to satisfy its tax withholding obligation (if any) by withholding Shares from the Shares otherwise due to the Participant you on the Original Distribution Date under this Agreement, or there is no tax withholding obligation due, then such ) the Shares shall not be delivered on such Original Distribution Date and shall instead be delivered as soon as practicable on the date on which the sale of such Shares by the Participant on the open market would not be in violation of any of such registration requirementsrequirement, the federal securities laws (or any Company or, if applicable, Affiliate policy related thereto), ) or lock-up agreement or would otherwise be permitted under applicable securities laws or Company policiesagreement; provided, however, that in no event shall the delivery of the Shares be delayed pursuant to this provision beyond the later of (a) December 31 of the calendar year in which the Original Issuance Date occurs (that is, the last day of the Participant’s your taxable year in which the Original Issuance Date occurs), and (b) if and only if there is no Deferral Election and if permitted in a manner that complies with U.S. Treasury Regulation Section 1.409A-1(b)(4), the date that is the 15th day of the third calendar month of the year following the year in which the Shares under this Agreement are no longer subject to a “substantial risk of forfeiture” within the meaning of U.S. Treasury Regulation Section 1.409A-1(d).]

Payment of Shares. (i) The payment date for all Shares in which a Participant becomes vested pursuant to Paragraph 5 above shall be within the 30th day after such Participant’s Separation from Service, provided that if the Participant was a “key employee” within the meaning of Section 409A(a)(B)(i) of the Code (as defined below) immediately prior to his or her Separation from Service, payment shall not be made sooner than six months following the date of such Separation from Service. (ii) For purposes of this Subparagraph 6(a), “key employee” means an employee designated on an annual basis by the Company as of December 31 (the “Key Employee Designation Date”) as an employee meeting the requirements of Section 416(i) of Code utilizing the definition of compensation under Treasury Regulation § 1.415(c)-2(d)(2). A Participant designated as a “key employee” shall make be a payment “key employee” for the entire 12-month period beginning on April 1 following the Key Employee Designation Date. (b) Upon conversion of RSUs into Shares under this Agreement, such RSUs shall be cancelled. Shares that become payable under this Agreement will be paid by the Company by the delivery to the Participant Participant, or the Participant’s beneficiary or legal representative, one or more certificates (or other indicia of ownership) representing Shares based on of Common Stock equal in number to the number of Shares otherwise payable under this Agreement less the vested Restricted Stock Units credited number of Shares having a Fair Market Value, as of the date the withholding tax obligation arises, equal to the Participant’s Account upon vesting; provided that, if there is a Deferral Election (as described below), such payment shall be made on the applicable date or event specified in such Deferral Election. However, if a scheduled delivery date falls on a date that is not a trading day, such delivery date shall instead fall on the next following trading dayminimum statutory withholding requirements. Notwithstanding the foregoing, in to the event that extent permitted by Section 409A of the Company determines that any Shares are scheduled under this Agreement to be delivered (whether pursuant to a Deferral Election or no Deferral Election) on a day Internal Revenue of 1986, as amended (the “Original Distribution DateCode”) on which and the Company determines that a sale by the Participant of such Shares on the open market would be prohibited for any reason, including because it would (i) violate the registration requirements under the Securities Act or (ii) violate any of the provisions of the federal securities laws (or any Company orguidance thereunder, if applicable, Affiliate policy related thereto) or (iii) violate a “lock-up” agreement undertaken in connection with an issuance of securities by the Company or (iv) not be permitted under applicable securities laws or Company policies, including xxxxxxx xxxxxxx policies applicable to the Participant and (v) the Company elects, prior to the Original Distribution Date, not to satisfy its tax withholding obligation (if any) by withholding Shares from the Shares otherwise federal employment taxes become due to the Participant on the Original Distribution Date under this Agreement, or there is no tax withholding obligation due, then such Shares shall not be delivered on such Original Distribution Date and shall instead be delivered as soon as practicable on the date on which the sale of such Shares by the Participant on the open market would not be in violation of any of such registration requirements, the federal securities laws (or any Company or, if applicable, Affiliate policy related thereto), lock-up agreement or would otherwise be permitted under applicable securities laws or Company policies; provided, however, that in no event shall the delivery of the Shares be delayed pursuant to this provision beyond the later of (a) December 31 of the calendar year in which the Original Issuance Date occurs (that is, the last day of upon the Participant’s taxable year in which the Original Issuance Date occurs), and (b) if and only if there is no Deferral Election and if permitted in a manner that complies with U.S. Treasury Regulation Section 1.409A-1(b)(4)becoming entitled to payment of Shares, the date that is number of Shares necessary to cover minimum statutory withholding requirements may, in the 15th day of the third calendar month of the year following the year in which the Shares under this Agreement are no longer subject Company’s discretion, be used to a “substantial risk of forfeiture” within the meaning of U.S. Treasury Regulation Section 1.409A-1(d)satisfy such requirements upon such entitlement.

Payment of Shares. The Company shall make a payment to the Participant of Shares based on the number of the vested Restricted Stock Units PRSUs credited to the Participant’s Account upon vesting; provided that, if there is a Deferral Election (as described below), such payment shall be made on the applicable vesting date or event specified in such Deferral Electionthe Vesting and Issuance Criteria. However, if a scheduled delivery date falls on a date that is not a trading day, such delivery date shall instead fall on the next following trading day. Notwithstanding the foregoing, in the event that the Company determines that any Shares are scheduled under this Agreement to be delivered (whether pursuant to a Deferral Election or no Deferral Election) on a day (the “Original Distribution Date”) on which the Company determines that a sale by the Participant of such Shares on the open market would be prohibited for any reason, including because it would (i) violate the registration requirements under the Securities Act or (ii) violate any of the provisions of the federal securities laws (or any Company or, if applicable, Affiliate policy related thereto) or (iii) violate a “lock-up” agreement undertaken in connection with an issuance of securities by the Company or (iv) not be permitted under applicable securities laws or Company policies, including xxxxxxx xxxxxxx policies applicable to by the Participant on the open market and (v) the Company elects, prior to the Original Distribution Date, not to satisfy its tax withholding obligation (if any) by withholding Shares from the Shares otherwise due to the Participant on the Original Distribution Date under this Agreement, or there is no tax withholding obligation due, then such Shares shall not be delivered on such Original Distribution Date and shall instead be delivered as soon as practicable on the date on which the sale of such Shares by the Participant on the open market would not be in violation of any of such registration requirements, the federal securities laws (or any Company or, if applicable, Affiliate policy related thereto), lock-up agreement or would otherwise be permitted under applicable securities laws or Company policiespolicies by the Participant on the open market; provided, however, that in no event shall the delivery of the Shares be delayed pursuant to this provision beyond the later of (a) December 31 of the calendar year in which the Original Issuance Date occurs (that is, the last day of the Participant’s taxable year in which the Original Issuance Date occurs), and (b) if and only if there is no Deferral Election and if permitted in a manner that complies with U.S. Treasury Regulation Section 1.409A-1(b)(4), the date that is the 15th day of the third calendar month of the year following the year in which the Shares under this Agreement are no longer subject to a “substantial risk of forfeiture” within the meaning of U.S. Treasury Regulation Section 1.409A-1(d).

Payment of Shares. The Company shall make a payment to the Participant of (a) All Shares based on the number of the vested Restricted Stock Units credited to the Participant’s Account upon vesting; provided that, if there is a Deferral Election (as described below), such payment that become payable in accordance with Paragraph 5 above shall be made on the applicable date or event specified in such Deferral Election. However, if a scheduled delivery date falls on a date that is not a trading day, such delivery date shall instead fall on the next paid immediately following trading day. Notwithstanding the foregoing, in the event that the Company determines that any Shares are scheduled under this Agreement to be delivered (whether pursuant to a Deferral Election or no Deferral Election) on a day (the “Original Distribution Date”) on which the Company determines that a sale by the Participant of such Shares on the open market would be prohibited for any reason, including because it would (i) violate the registration requirements under the Securities Act or (ii) violate any of the provisions of the federal securities laws (or any Company or, if applicable, Affiliate policy related thereto) or (iii) violate a “lock-up” agreement undertaken in connection with an issuance of securities by the Company or (iv) not be permitted under applicable securities laws or Company policies, including xxxxxxx xxxxxxx policies applicable to the Participant and (v) the Company elects, prior to the Original Distribution Date, not to satisfy its tax withholding obligation (if any) by withholding Shares from the Shares otherwise due to the Participant on the Original Distribution Date under this Agreement, or there is no tax withholding obligation due, then such Shares shall not be delivered on such Original Distribution Date and shall instead be delivered as soon as practicable on the date on which the sale of such Shares by the Participant on the open market would not be in violation of any of such registration requirements, the federal securities laws (or any Company becomes entitled to payment thereof or, if applicable, Affiliate policy related thereto), lock-up agreement or would otherwise be permitted under applicable securities laws or Company policies; provided, however, that in no event shall the delivery of the Shares be delayed pursuant to this provision beyond the later of (a) December 31 of the calendar year in which the Original Issuance Date occurs (that is, the last day case of the Participant’s taxable year in which death, his or her beneficiary under the Original Issuance Date occurs)Plan, and (b) or if and only if there is no Deferral Election and if permitted in a manner that complies with U.S. Treasury Regulation Section 1.409A-1(b)(4)beneficiary has been designated, the date that is the 15th day of the third calendar month to his or her estate. In no event, however, shall such payment be made later than March 15 of the year following the year in which the Shares Participant became entitled to such payment,. provided that if the Participant became entitled to payment under this Agreement are no longer subject to Subparagraph 5(d) above in connection with a “substantial risk of forfeiture” Change in Control and he or she was a key employee within the meaning of U.S. Treasury Regulation Section 1.409A-1(d)409A(a)(2)(B)(i) of the Code, payment shall not in any case be made sooner than six (6) months following the date on which the Participant experiences a “separation from service” as defined under Section 409A of the Code and guidance thereunder. Upon conversion of RSUs into Shares under this Agreement, such RSUs shall be cancelled. (b) Shares that become payable under this Agreement will be paid by the Company by the delivery to the Participant, or the Participant’s beneficiary or legal representative, as soon as practicable, after the Participant is entitled to the payment of such Shares, of one or more certificates (or other indicia of ownership) representing Shares of Xxxxxxxx Common Stock equal in number to the number of Shares otherwise payable under this Agreement less the number of Shares having a Fair Market Value, as of the date the withholding tax obligation arises, equal to the minimum statutory withholding requirements. Notwithstanding the foregoing, to the extent permitted by Section 409A of the Code and the guidance thereunder, if federal employment taxes become due upon the Participant’s becoming entitled to payment of Shares, the number of Shares necessary to cover minimum statutory withholding requirements may, in the Company’s discretion, be used to satisfy such requirements upon such entitlement.

Payment of Shares. The Company shall make a payment to the Participant of Shares based on the number of the vested Restricted Stock Units credited to the Participant’s Account upon vestingthe earliest of (i) the three-year anniversary of the Grant Date; (ii) the Participant’s “separation from service” for purposes of Section 409A of the Code (“Separation from Service”), subject to any delay required pursuant to Section 12(j); (iii) the Participant’s death; or (iv) as provided that, if there is by Section 10 in connection with a Deferral Election (change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company as described belowin Code Section 409A(a)(2)(A)(iv) (“409A CiC”), such payment shall be made on the applicable date or event specified in such Deferral Election. However, if a scheduled delivery date falls on a date that is not a trading day, such delivery date shall instead fall on the next following trading day. Notwithstanding the foregoing, in the event that the Company determines that any Shares are scheduled under this Agreement to be delivered (whether pursuant to a Deferral Election or no Deferral Election) on a day (the “Original Distribution Date”) on which the Company determines that a sale by the Participant of such Shares on the open market would be prohibited for any reason, including because it would (i) violate the registration requirements under the Securities Act or (ii) violate any of the provisions of the federal securities laws (or any Company or, if applicable, Affiliate policy related thereto) or (iii) violate a “lock-up” agreement undertaken in connection with an issuance of securities by the Company or (iv) not be permitted under applicable securities laws or Company policies, including xxxxxxx xxxxxxx policies applicable to by the Participant on the open market and (v) the Company elects, prior to the Original Distribution Date, not to satisfy its tax withholding obligation (if any) by withholding Shares from the Shares otherwise due to the Participant on the Original Distribution Date under this Agreement, or there is no tax withholding obligation due, then such Shares shall not be delivered on such Original Distribution Date and shall instead be delivered as soon as practicable on the date on which the sale of such Shares by the Participant on the open market would not be in violation of any of such registration requirements, the federal securities laws (or any Company or, if applicable, Affiliate policy related thereto), lock-up agreement or would otherwise be permitted under applicable securities laws or Company policiespolicies by the Participant on the open market; provided, however, that in no event shall the delivery of the Shares be delayed pursuant to this provision beyond the later of (a) December 31 of the calendar year in which the Original Issuance Date occurs (that is, the last day of the Participant’s taxable year in which the Original Issuance Date occurs), and (b) if and only if there is no Deferral Election and if permitted in a manner that complies with U.S. Treasury Regulation Section 1.409A-1(b)(4), the date that is the 15th day of the third calendar month of the year following the year in which the Shares under this Agreement are no longer subject to a “substantial risk of forfeiture” within the meaning of U.S. Treasury Regulation Section 1.409A-1(d).

Payment of Shares. (a) The Company [Reference to Performance Measures to be Inserted Here], shall make a payment be Business Criteria under the Plan, and shall be subject to all of the terms of the Plan applicable to Performance-Based Awards including the requirement for Administrator determination of the attainment or non-attainment of the performance goals. The Administrator's determination of performance, and the number of units credited based on performance and eligible to vest, will be final and binding. (b) The Shares underlying the Performance-Based RSUs which have become vested and payable at the end of the Performance Period according to the vesting schedule set forth in the Grant Notice, together with Shares comprising all accrued Dividend Equivalents with respect to such Shares, shall be paid by the Corporation to the Participant of Shares based on the number of the vested Restricted Stock Units credited to the Participant’s Account upon vesting; provided that, if there is a Deferral Election (as described below), such payment shall be made on the applicable date or event specified in such Deferral Election. However, if a scheduled delivery date falls on a date that is not a trading day, such delivery date shall instead fall on the next following trading day. Notwithstanding the foregoing, in the event that the Company determines that any Shares are scheduled under this Agreement to be delivered (whether pursuant to a Deferral Election or no Deferral Election) on a day (the “Original Distribution Date”) on which the Company determines that a sale by the Participant of such Shares on the open market would be prohibited for any reason, including because it would (i) violate the registration requirements under the Securities Act or (ii) violate any of the provisions of the federal securities laws (or any Company or, if applicable, Affiliate policy related thereto) or (iii) violate a “lock-up” agreement undertaken in connection with an issuance of securities by the Company or (iv) not be permitted under applicable securities laws or Company policies, including xxxxxxx xxxxxxx policies applicable to the Participant and (v) the Company elects, prior to the Original Distribution Date, not to satisfy its tax withholding obligation (if any) by withholding Shares from the Shares otherwise due to the Participant on the Original Distribution Date under this Agreement, or there is no tax withholding obligation due, then such Shares shall not be delivered on such Original Distribution Date and shall instead be delivered as soon as reasonably practicable on the date on which the sale of such Shares by the Participant on the open market would not be in violation of any of such registration requirements, the federal securities laws (or any Company or, if applicable, Affiliate policy related thereto), lock-up agreement or would otherwise be permitted under applicable securities laws or Company policies; provided, however, that in no event shall the delivery of the Shares be delayed pursuant to this provision beyond the later of (a) December 31 of the calendar year in which the Original Issuance Date occurs (that is, the last day of the Participant’s taxable year in which the Original Issuance Date occurs), and (b) if and only if there is no Deferral Election and if permitted in a manner that complies with U.S. Treasury Regulation Section 1.409A-1(b)(4), the date that is the 15th day of the third calendar month of the year following the year in which the Performance Period ends, but in no event later than 74 days, following the end of the year in which the Performance Period set forth in the Grant Notice ends. The Shares underlying the Performance-Based RSUs which have become vested and payable in connection with a qualifying Termination occurring during the Performance Period pursuant to Section 4(b) or Section 5(d) of this Agreement, together with Shares comprising all accrued Dividend Equivalents with respect to such Shares, shall be paid by the Corporation to the Participant as soon as reasonably practicable in the year following the year in which the Performance Period ends, but in no event later than 74 days, following the end of the year in which the Performance Period set forth in the Grant Notice ends. The Shares underlying the Performance-Based RSUs which have become vested and payable in connection with a qualifying Termination occurring following the end of the Performance Period pursuant to Section 4(c) or Section 5(e) of this Agreement, together with Shares comprising all accrued Dividend Equivalents with respect to such Shares, shall be paid by the Corporation to the Participant as soon as reasonably practicable, but in no event later than 74 days, following the first to occur of (i) the date of the Participant's death or Disability, or (ii) the first anniversary of the Participant's “separation from service” (as such term is used for purposes of Section 409A of the Code). The Shares underlying the Performance-Based RSUs which have become vested and payable as a result of a transaction described in 7.2 of the Plan pursuant to Section 5(a) or Section 5(b), together with Shares comprising all accrued Dividend Equivalents with respect to such Shares, shall be paid by the Corporation to the Participant as soon as reasonably practicable in the year following the year in which the Performance Period ends, but in no event later than 74 days, following the end of the year in which the Performance Period set forth in the Grant Notice ends, provided, however, that (A) if the Participant dies, incurs a Disability or has a separation from service during the Performance Period, the related payment shall be made to the Participant as soon as reasonably practicable in the year following the year in which the Performance Period ends, but in no event later than 74 days, following the end of the year in which the Performance Period set forth in the Grant Notice ends, or (B) if the Participant dies, incurs a Disability or has a separation from service following the end of the Performance Period, the related payment shall be made to the Participant as soon as reasonably practicable, but in no event later than 74 days, following the first to occur of (x) the date of the Participant's death or Disability, or (y) the first anniversary of the Participant's separation from service. Notwithstanding the foregoing provisions of this Section 6, the Administrator may provide for payment of any Shares underlying the Performance-Based RSUs which have become vested and payable in accordance with the requirements of Treasury Regulation 1.409A-3(j)(4)(ix)(A), (B) or (C) promulgated under Section 409A of the Code (or any similar successor provision), which regulation generally provides that a deferred compensation arrangement may be terminated in limited circumstances following a dissolution or change in control of the Corporation. In the event that the specified period for any payment provided for in this Agreement are no longer Section 6 spans two calendar years and the payment is subject to the condition that the Participant have signed and not revoked a “substantial risk separation agreement, the payment shall be made by the Corporation in the second later calendar year. (c) Any Shares underlying the Performance-Based RSUs that have not become vested and payable following the end of forfeiture” within the meaning Performance Period based on the Corporation's performance or pursuant to Section 4 or Section 5 shall be forfeited as of U.S. Treasury Regulation the last day of the Performance Period. The Participant shall have no rights to receive payment of any Shares, whether pursuant to this Section 1.409A-1(d)6 or any other provision of this Agreement, with respect to Performance-Based RSUs that have been forfeited or cancelled, or for which Shares have previously been delivered. No fractional Shares shall be paid pursuant to this Section 6 or any other provision of this Agreement, and the Shares otherwise payable shall be rounded down to the nearest whole number of Shares.

Payment of Shares. The Company shall make a payment to the Participant of Shares based on the number of the vested Restricted Stock Units credited to the Participant’s Account upon vesting; each applicable Vest Date of the Restricted Stock Units as provided thatin Section 4 above, if there is a Deferral Election (as described below), such payment shall be made on or other date that the applicable date or event specified in such Deferral ElectionRestricted Stock Units earlier vest. However, if a scheduled delivery date falls on a date that is not a trading day, such delivery date shall instead fall on the next following trading day. Notwithstanding the foregoing, in the event that the Company determines that any Shares are scheduled under this Agreement to be delivered (whether pursuant to a Deferral Election or no Deferral Election) on a day (the “Original Distribution Date”) on which the Company determines that a sale by the Participant of such Shares on the open market would be prohibited for any reason, including because it would (a) (i) violate the registration requirements under the Securities Act or (ii) violate any of the provisions of the federal securities laws (or any Company or, if applicable, Affiliate policy related thereto) or (iii) violate a “lock-up” agreement undertaken in connection with an issuance of securities by the Company or (iv) not be permitted under applicable securities laws or Company policies, including xxxxxxx xxxxxxx policies applicable to by the Participant on the open market and (vb) the Company elects, prior to the Original Distribution Date, not to satisfy its tax withholding obligation (if any) by withholding Shares from the Shares otherwise due to the Participant on the Original Distribution Date under this Agreement, or there is no tax withholding obligation due, then such Shares shall not be delivered on such Original Distribution Date and shall instead be delivered as soon as practicable on the date on which the sale of such Shares by the Participant on the open market would not be in violation of any of such registration requirements, the federal securities laws (or any Company or, if applicable, Affiliate policy related thereto), lock-up agreement or would otherwise be permitted under applicable securities laws or Company policiespolicies by the Participant on the open market; provided, however, that in no event shall the delivery of the Shares be delayed pursuant to this provision beyond the later of (a) December 31 of the calendar year in which the Original Issuance Date occurs (that is, the last day of the Participant’s taxable year in which the Original Issuance Date occurs), and (b) if and only if there is no Deferral Election and if permitted in a manner that complies with U.S. Treasury Regulation Section 1.409A-1(b)(4), the date that is the 15th day of the third calendar month of the year following the year in which the Shares under this Agreement are no longer subject to a “substantial risk of forfeiture” within the meaning of U.S. Treasury Regulation Section 1.409A-1(d).

Payment of Shares. (a) The payment date for all Shares in which a Participant becomes vested pursuant to Subparagraph 4(b) above shall be the thirtieth (30th) day following the Maturity Date. (b) The payment date for all Shares in which a Participant becomes vested pursuant to Subparagraph 4(c) above shall be the sixtieth (60th) day following such death. (c) The payment date for all shares in which a Participant becomes vested pursuant to Subparagraph 4(d) above shall be the thirtieth (30th) day after the Participant becomes Disabled. (d) The payment date for all Shares in which the Participant becomes vested pursuant to Subparagraphs 4(e), 4(f), 4(g) and 4(h) above shall be the thirtieth (30th) day following such Participant’s Separation from Service, provided that if the Participant was a “key employee” within the meaning of Section 409A(a)(B)(i) of the Code immediately prior to his or her Separation from Service, and such Participant vested in such Shares under Subparagraph 4(e), (4)(f), 4(g) or 4(h) above, payment shall not be made sooner than six (6) months following the date such Participant experienced a Separation from Service. For purposes of this Subparagraph 5(d), “key employee” means an employee designated on an annual basis by the Company as of December 31 (the “Key Employee Designation Date”) as an employee meeting the requirements of Section 416(i) of Code utilizing the definition of compensation under Treasury Regulation § 1.415(c)-2(d)(2). A Participant designated as a “key employee” shall make be a payment “key employee” for the entire twelve (12) month period beginning on April 1 following the Key Employee Designation Date. (e) Upon conversion of RSUs into Shares under this Agreement, such RSUs shall be cancelled Shares that become payable under this Agreement will be paid by the Company by the delivery to the Participant Participant, or the Participant’s beneficiary or legal representative, of Shares based on one or more certificates (or other indicia of ownership) representing shares of Xxxxxxxx Common Stock equal in number to the number of Shares otherwise payable under this Agreement less the vested Restricted Stock Units credited number of Shares having a Fair Market Value, as of the date the withholding tax obligation arises, equal to the Participant’s Account upon vesting; provided that, if there is a Deferral Election (as described below), such payment shall be made on the applicable date or event specified in such Deferral Election. However, if a scheduled delivery date falls on a date that is not a trading day, such delivery date shall instead fall on the next following trading dayminimum statutory withholding requirements. Notwithstanding the foregoing, in to the event that extent permitted by Section 409A of the Company determines that any Shares are scheduled under this Agreement to be delivered (whether pursuant to a Deferral Election or no Deferral Election) on a day (Code and the “Original Distribution Date”) on which the Company determines that a sale guidance issued by the Participant of such Shares on the open market would be prohibited for any reason, including because it would (i) violate the registration requirements under the Securities Act or (ii) violate any of the provisions of the federal securities laws (or any Company orInternal Revenue Service thereunder, if applicable, Affiliate policy related thereto) or (iii) violate a “lock-up” agreement undertaken in connection with an issuance of securities by the Company or (iv) not be permitted under applicable securities laws or Company policies, including xxxxxxx xxxxxxx policies applicable to the Participant and (v) the Company elects, prior to the Original Distribution Date, not to satisfy its tax withholding obligation (if any) by withholding Shares from the Shares otherwise federal employment taxes become due to the Participant on the Original Distribution Date under this Agreement, or there is no tax withholding obligation due, then such Shares shall not be delivered on such Original Distribution Date and shall instead be delivered as soon as practicable on the date on which the sale of such Shares by the Participant on the open market would not be in violation of any of such registration requirements, the federal securities laws (or any Company or, if applicable, Affiliate policy related thereto), lock-up agreement or would otherwise be permitted under applicable securities laws or Company policies; provided, however, that in no event shall the delivery of the Shares be delayed pursuant to this provision beyond the later of (a) December 31 of the calendar year in which the Original Issuance Date occurs (that is, the last day of upon the Participant’s taxable year in which the Original Issuance Date occurs), and (b) if and only if there is no Deferral Election and if permitted in a manner that complies with U.S. Treasury Regulation Section 1.409A-1(b)(4)becoming entitled to payment of Shares, the date that is number of Shares necessary to cover minimum statutory withholding requirements may, in the 15th day discretion of the third calendar month of the year following the year in which the Shares under this Agreement are no longer subject Company, be used to a “substantial risk of forfeiture” within the meaning of U.S. Treasury Regulation Section 1.409A-1(d)satisfy such requirements upon such entitlement.

Payment of Shares. (a) The Company vesting and payment of the Shares underlying the Performance-Based RSUs shall make a payment be subject to the Administrator’s certification of the level of attainment or non-attainment of the performance goals. The Administrator’s determination of performance, and the number of units credited based on performance and eligible to vest, will be final and binding. (b) The Shares underlying the Performance-Based RSUs which have become vested and payable at the end of the Performance Period according to the vesting schedule set forth in the Grant Notice (including any Shares becoming vested and payable pursuant to Section 4(c) or Section 5(e) of this Agreement), together with Shares comprising all accrued Dividend Equivalents with respect to such Shares, shall be paid by the Corporation to the Participant of Shares based on the number of the vested Restricted Stock Units credited to the Participant’s Account upon vesting; provided that, if there is a Deferral Election (as described below), such payment shall be made on the applicable date or event specified in such Deferral Election. However, if a scheduled delivery date falls on a date that is not a trading day, such delivery date shall instead fall on the next following trading day. Notwithstanding the foregoing, in the event that the Company determines that any Shares are scheduled under this Agreement to be delivered (whether pursuant to a Deferral Election or no Deferral Election) on a day (the “Original Distribution Date”) on which the Company determines that a sale by the Participant of such Shares on the open market would be prohibited for any reason, including because it would (i) violate the registration requirements under the Securities Act or (ii) violate any of the provisions of the federal securities laws (or any Company or, if applicable, Affiliate policy related thereto) or (iii) violate a “lock-up” agreement undertaken in connection with an issuance of securities by the Company or (iv) not be permitted under applicable securities laws or Company policies, including xxxxxxx xxxxxxx policies applicable to the Participant and (v) the Company elects, prior to the Original Distribution Date, not to satisfy its tax withholding obligation (if any) by withholding Shares from the Shares otherwise due to the Participant on the Original Distribution Date under this Agreement, or there is no tax withholding obligation due, then such Shares shall not be delivered on such Original Distribution Date and shall instead be delivered as soon as reasonably practicable on the date on which the sale of such Shares by the Participant on the open market would not be in violation of any of such registration requirements, the federal securities laws (or any Company or, if applicable, Affiliate policy related thereto), lock-up agreement or would otherwise be permitted under applicable securities laws or Company policies; provided, however, that in no event shall the delivery of the Shares be delayed pursuant to this provision beyond the later of (a) December 31 of the calendar year in which the Original Issuance Date occurs (that is, the last day of the Participant’s taxable year in which the Original Issuance Date occurs), and (b) if and only if there is no Deferral Election and if permitted in a manner that complies with U.S. Treasury Regulation Section 1.409A-1(b)(4), the date that is the 15th day of the third calendar month of the year following the year in which the Performance Period ends, but in no event later than 74 days, following the end of the year in which the Performance Period set forth in the Grant Notice ends. Except as described below for a Termination occurring during the two (2) year period following a Change in Control, the Shares underlying the Performance-Based RSUs which have become vested and payable in connection with a qualifying Termination occurring during the Performance Period pursuant to Section 4(b) of this Agreement, together with Shares comprising all accrued Dividend Equivalents with respect to such Shares, shall be paid by the Corporation to the Participant as soon as reasonably practicable in the year following the year in which the Performance Period ends, but in no event later than 74 days, following the end of the year in which the Performance Period set forth in the Grant Notice ends. The Shares underlying the Performance-Based RSUs which have become vested and payable in connection with a qualifying Termination without Cause or for Good Reason during the Performance Period at any time following a Change in Control pursuant to Section 5(d) shall be paid by the Corporation to the Participant as soon as reasonably practicable in the year following the year in which the Performance Period ends, but in no event later than 74 days, following the end of the year in which the Performance Period set forth in the Grant Notice ends, provided, however, that if such Termination occurs during the two (2) year period following the Change in Control, payment shall be made as soon as reasonably practicable, but in no event later than 74 days, following the date of the Participant’s “separation from service” (as such term is used for purposes of Section 409A of the Code). The Shares underlying the Performance-Based RSUs which have become vested and payable as a result of a transaction described in 7.2 of the Plan pursuant to Section 5(a) or Section 5(b) of this Agreement, together with Shares comprising all accrued Dividend Equivalents with respect to such Shares, shall be paid by the Corporation to the Participant as soon as reasonably practicable in the year following the year in which the Performance Period ends, but in no event later than 74 days, following the end of the year in which the Performance Period ends, provided, however, that if the Participant has a separation from service during the two (2) year period following the Change in Control, payment shall be made a soon as reasonably practicable, but in no event later than 74 days, following the date of the Participant’s separation from service (including a separation from service resulting from the Participant’s death or Disability). Notwithstanding the foregoing provisions of this Section 6, the Administrator may provide for payment of any Shares underlying the Performance-Based RSUs which have become vested and payable in accordance with the requirements of Treasury Regulation 1.409A-3(j)(4)(ix)(A), (B) or (C) promulgated under Section 409A of the Code (or any similar successor provision), which regulation generally provides that a deferred compensation arrangement may be terminated in limited circumstances following a dissolution or change in control of the Corporation. In the event that the specified period for any payment provided for in this Agreement are no longer Section 6 spans two calendar years and the payment is subject to a “substantial risk the condition that the Participant have satisfied the Release Requirement described in Section 4(d) of forfeiture” within this Agreement, the meaning payment shall be made by the Corporation in the second calendar year. (c) Any Shares underlying the Performance-Based RSUs that have not become vested and payable following the end of U.S. Treasury Regulation the Performance Period based on the Corporation’s performance or pursuant to Section 1.409A-1(d)4 or Section 5 shall be forfeited as of the last day of the Performance Period. The Participant shall have no rights to receive payment of any Shares, whether pursuant to this Section 6 or any other provision of this Agreement, with respect to Performance-Based RSUs that have been forfeited or cancelled, or for which Shares have previously been delivered. No fractional Shares shall be paid pursuant to this Section 6 or any other provision of this Agreement, and the Shares otherwise payable shall be rounded down to the nearest whole number of Shares.

Payment of Shares. The Company shall make a payment to the Participant of Shares based on the number of the vested Restricted Stock Units credited to the Participant’s Account upon vestingthe earliest of (i) the three-year anniversary of the Grant Date; (ii) the Participant’s “separation from service” for purposes of Section 409A of the Code (“Separation from Service”), subject to any delay required pursuant to Section 12(j); or (iii) as provided that, if there is by Section 10 in connection with a Deferral Election (change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company as described belowin Code Section 409A(a)(2)(A)(iv) (“409A CiC”), such payment shall be made on the applicable date or event specified in such Deferral Election. However, if a scheduled delivery date falls on a date that is not a trading day, such delivery date shall instead fall on the next following trading day. Notwithstanding the foregoing, in the event that the Company determines that any Shares are scheduled under this Agreement to be delivered (whether pursuant to a Deferral Election or no Deferral Election) on a day (the “Original Distribution Date”) on which the Company determines that a sale by the Participant of such Shares on the open market would be prohibited for any reason, including because it would (i) violate the registration requirements under the Securities Act or (ii) violate any of the provisions of the federal securities laws (or any Company or, if applicable, Affiliate policy related thereto) or (iii) violate a “lock-up” agreement undertaken in connection with an issuance of securities by the Company or (iv) not be permitted under applicable securities laws or Company policies, including xxxxxxx xxxxxxx policies applicable to by the Participant on the open market and (v) the Company elects, prior to the Original Distribution Date, not to satisfy its tax withholding obligation (if any) by withholding Shares from the Shares otherwise due to the Participant on the Original Distribution Date under this Agreement, or there is no tax withholding obligation due, then such Shares shall not be delivered on such Original Distribution Date and shall instead be delivered as soon as practicable on the date on which the sale of such Shares by the Participant on the open market would not be in violation of any of such registration requirements, the federal securities laws (or any Company or, if applicable, Affiliate policy related thereto), lock-up agreement or would otherwise be permitted under applicable securities laws or Company policiespolicies by the Participant on the open market; provided, however, that in no event shall the delivery of the Shares be delayed pursuant to this provision beyond the later of (a) December 31 of the calendar year in which the Original Issuance Date occurs (that is, the last day of the Participant’s taxable year in which the Original Issuance Date occurs), and (b) if and only if there is no Deferral Election and if permitted in a manner that complies with U.S. Treasury Regulation Section 1.409A-1(b)(4), the date that is the 15th day of the third calendar month of the year following the year in which the Shares under this Agreement are no longer subject to a “substantial risk of forfeiture” within the meaning of U.S. Treasury Regulation Section 1.409A-1(d).

Payment of Shares. (a) The payment date for all Shares in which a Participant becomes vested pursuant to Subparagraph 4(b) above shall be the thirtieth (30th) day following the Maturity Date. (b) The payment date for all Shares in which a Participant becomes vested pursuant to Subparagraph 4(c) above shall be the sixtieth (60th) day following such death. (c) The payment date for all shares in which a Participant becomes vested pursuant to Subparagraph 4(d) above shall be the thirtieth (30th) day after the Participant becomes Disabled. (d) The payment date for all Shares in which the Participant becomes vested pursuant to Subparagraphs 4(e), 4(f), 4(g) and 4(h) above shall be the thirtieth (30th) day following such Participant’s Separation from Service, provided that if the Participant was a “key employee” within the meaning of Section 409A(a)(B)(i) of the Code immediately prior to his or her Separation from Service, and such Participant vested in such Shares under Subparagraph 4(e), (4)(f), 4(g) or 4(h) above, payment shall not be made sooner than six (6) months following the date such Participant experienced a Separation from Service. For purposes of this Subparagraph 5(d), “key employee” means an employee designated on an annual basis by the Company as of December 31 (the “Key Employee Designation Date”) as an employee meeting the requirements of Section 416(i) of Code utilizing the definition of compensation under Treasury Regulation § 1.415(c)-2(d)(2). A Participant designated as a “key employee” shall make be a payment “key employee” for the entire twelve (12) month period beginning on April 1 following the Key Employee Designation Date. (e) Upon conversion of RSUs into Shares under this Agreement, such RSUs shall be cancelled Shares that become payable under this Agreement will be paid by the Company by the delivery to the Participant Participant, or the Participant’s beneficiary or legal representative, of Shares based on one or more certificates (or other indicia of ownership) representing shares of Common Stock equal in number to the number of Shares otherwise payable under this Agreement less the vested Restricted Stock Units credited number of Shares having a Fair Market Value, as of the date the withholding tax obligation arises, equal to the Participant’s Account upon vesting; provided that, if there is a Deferral Election (as described below), such payment shall be made on the applicable date or event specified in such Deferral Election. However, if a scheduled delivery date falls on a date that is not a trading day, such delivery date shall instead fall on the next following trading dayminimum statutory withholding requirements. Notwithstanding the foregoing, in to the event that extent permitted by Section 409A of the Company determines that any Shares are scheduled under this Agreement to be delivered (whether pursuant to a Deferral Election or no Deferral Election) on a day (Code and the “Original Distribution Date”) on which the Company determines that a sale guidance issued by the Participant of such Shares on the open market would be prohibited for any reason, including because it would (i) violate the registration requirements under the Securities Act or (ii) violate any of the provisions of the federal securities laws (or any Company orInternal Revenue Service thereunder, if applicable, Affiliate policy related thereto) or (iii) violate a “lock-up” agreement undertaken in connection with an issuance of securities by the Company or (iv) not be permitted under applicable securities laws or Company policies, including xxxxxxx xxxxxxx policies applicable to the Participant and (v) the Company elects, prior to the Original Distribution Date, not to satisfy its tax withholding obligation (if any) by withholding Shares from the Shares otherwise federal employment taxes become due to the Participant on the Original Distribution Date under this Agreement, or there is no tax withholding obligation due, then such Shares shall not be delivered on such Original Distribution Date and shall instead be delivered as soon as practicable on the date on which the sale of such Shares by the Participant on the open market would not be in violation of any of such registration requirements, the federal securities laws (or any Company or, if applicable, Affiliate policy related thereto), lock-up agreement or would otherwise be permitted under applicable securities laws or Company policies; provided, however, that in no event shall the delivery of the Shares be delayed pursuant to this provision beyond the later of (a) December 31 of the calendar year in which the Original Issuance Date occurs (that is, the last day of upon the Participant’s taxable year in which the Original Issuance Date occurs), and (b) if and only if there is no Deferral Election and if permitted in a manner that complies with U.S. Treasury Regulation Section 1.409A-1(b)(4)becoming entitled to payment of Shares, the date that is number of Shares necessary to cover minimum statutory withholding requirements may, in the 15th day discretion of the third calendar month of the year following the year in which the Shares under this Agreement are no longer subject Company, be used to a “substantial risk of forfeiture” within the meaning of U.S. Treasury Regulation Section 1.409A-1(d)satisfy such requirements upon such entitlement.

Payment of Shares. (a) The payment date for all Shares in which a Participant becomes vested pursuant to Subparagraph 4(b) above shall be the 30th day following a Maturity Date. (b) The payment date for all Shares in which a Participant becomes vested pursuant to Subparagraph 4(c) above shall be the 60th day following such death. (c) The payment date for all shares in which a Participant becomes vested pursuant to Subparagraph 4(d) above shall be the 30th day after the Participant becomes Disabled. (d) The payment date for all Shares in which the Participant becomes vested pursuant to Subparagraphs 4(e), 4(f), and 4(g) above shall be the 30th day following such Participant’s Separation from Service. (e) Upon conversion of RSUs into Shares under this Agreement, such RSUs shall be cancelled. Shares that become payable under this Agreement will be paid by the Company shall make a payment by the delivery to the Participant Participant, or the Participant’s beneficiary or legal representative, of Shares based on one or more certificates (or other indicia of ownership) representing shares of Common Stock equal in number to the number of Shares otherwise payable under this Agreement less the vested Restricted Stock Units credited number of Shares having a Fair Market Value, as of the date the withholding tax obligation arises, equal to the Participant’s Account upon vesting; provided that, if there is a Deferral Election (as described below), such payment shall be made on the applicable date or event specified in such Deferral Election. However, if a scheduled delivery date falls on a date that is not a trading day, such delivery date shall instead fall on the next following trading dayminimum statutory withholding requirements. Notwithstanding the foregoing, to the extent permitted by Section 409A of the Code and the guidance issued by the Internal Revenue Service thereunder, if federal employment taxes become due when the Participant becomes entitled to payment of Shares, the number of Shares necessary to cover minimum statutory withholding requirements may, in the event that the Company determines that any Shares are scheduled under this Agreement to be delivered (whether pursuant to a Deferral Election or no Deferral Election) on a day (the “Original Distribution Date”) on which the Company determines that a sale by the Participant of such Shares on the open market would be prohibited for any reason, including because it would (i) violate the registration requirements under the Securities Act or (ii) violate any discretion of the provisions of the federal securities laws (or any Company orCompany, if applicable, Affiliate policy related thereto) or (iii) violate a “lock-up” agreement undertaken in connection with an issuance of securities by the Company or (iv) not be permitted under applicable securities laws or Company policies, including xxxxxxx xxxxxxx policies applicable to the Participant and (v) the Company elects, prior to the Original Distribution Date, not used to satisfy its tax withholding obligation (if any) by withholding Shares from the Shares otherwise due to the Participant on the Original Distribution Date under this Agreement, or there is no tax withholding obligation due, then such Shares shall not be delivered on requirements upon such Original Distribution Date and shall instead be delivered as soon as practicable on the date on which the sale of such Shares by the Participant on the open market would not be in violation of any of such registration requirements, the federal securities laws (or any Company or, if applicable, Affiliate policy related thereto), lock-up agreement or would otherwise be permitted under applicable securities laws or Company policies; provided, however, that in no event shall the delivery of the Shares be delayed pursuant to this provision beyond the later of (a) December 31 of the calendar year in which the Original Issuance Date occurs (that is, the last day of the Participant’s taxable year in which the Original Issuance Date occurs), and (b) if and only if there is no Deferral Election and if permitted in a manner that complies with U.S. Treasury Regulation Section 1.409A-1(b)(4), the date that is the 15th day of the third calendar month of the year following the year in which the Shares under this Agreement are no longer subject to a “substantial risk of forfeiture” within the meaning of U.S. Treasury Regulation Section 1.409A-1(d)entitlement.

Payment of Shares. (i) The payment date for all Shares in which a Participant becomes vested pursuant to Subparagraph 5(e) above shall be the thirtieth (30th) day after such Participant’s Separation from Service, provided that if the Participant was a “key employee” within the meaning of Section 409A(a)(B)(i) of the Code immediately prior to his or her Separation from Service, payment shall not be made sooner than six (6) months following the date of such Separation from Service. (ii) For purposes of this Subparagraph 6(a), “key employee” means an employee designated on an annual basis by the Company as of December 31 (the “Key Employee Designation Date”) as an employee meeting the requirements of Section 416(i) of Code utilizing the definition of compensation under Treasury Regulation § 1.415(c)-2(d)(2). A Participant designated as a “key employee” shall make be a “key employee” for the entire twelve (12) month period beginning on April 1 following the Key Employee Designation Date. (b) The payment date for all Shares in which the Participant becomes vested pursuant to Paragraph 5 above, other than Subparagraph 5(e) (as to which the payment date is determined in accordance with Subparagraph 6(a) above), shall be the calendar year containing the Maturity Date. (c) Upon conversion of RSUs into Shares under this Agreement, such RSUs shall be cancelled. Shares that become payable under this Agreement will be paid by the Company by the delivery to the Participant Participant, or the Participant’s beneficiary or legal representative, one or more certificates (or other indicia of ownership) representing Shares based on of Common Stock equal in number to the number of Shares otherwise payable under this Agreement less the vested Restricted Stock Units credited number of Shares having a Fair Market Value, as of the date the withholding tax obligation arises, equal to the Participant’s Account upon vesting; provided that, if there is a Deferral Election (as described below), such payment shall be made on the applicable date or event specified in such Deferral Election. However, if a scheduled delivery date falls on a date that is not a trading day, such delivery date shall instead fall on the next following trading dayminimum statutory withholding requirements. Notwithstanding the foregoing, in to the event that the Company determines that any Shares are scheduled under this Agreement to be delivered (whether pursuant to a Deferral Election or no Deferral Election) on a day (the “Original Distribution Date”) on which the Company determines that a sale extent permitted by the Participant of such Shares on the open market would be prohibited for any reason, including because it would (i) violate the registration requirements under the Securities Act or (ii) violate any Section 409A of the provisions of Code and the federal securities laws (or any Company orguidance thereunder, if applicable, Affiliate policy related thereto) or (iii) violate a “lock-up” agreement undertaken in connection with an issuance of securities by the Company or (iv) not be permitted under applicable securities laws or Company policies, including xxxxxxx xxxxxxx policies applicable to the Participant and (v) the Company elects, prior to the Original Distribution Date, not to satisfy its tax withholding obligation (if any) by withholding Shares from the Shares otherwise federal employment taxes become due to the Participant on the Original Distribution Date under this Agreement, or there is no tax withholding obligation due, then such Shares shall not be delivered on such Original Distribution Date and shall instead be delivered as soon as practicable on the date on which the sale of such Shares by the Participant on the open market would not be in violation of any of such registration requirements, the federal securities laws (or any Company or, if applicable, Affiliate policy related thereto), lock-up agreement or would otherwise be permitted under applicable securities laws or Company policies; provided, however, that in no event shall the delivery of the Shares be delayed pursuant to this provision beyond the later of (a) December 31 of the calendar year in which the Original Issuance Date occurs (that is, the last day of upon the Participant’s taxable year in which the Original Issuance Date occurs), and (b) if and only if there is no Deferral Election and if permitted in a manner that complies with U.S. Treasury Regulation Section 1.409A-1(b)(4)becoming entitled to payment of Shares, the date that is number of Shares necessary to cover minimum statutory withholding requirements may, in the 15th day of the third calendar month of the year following the year in which the Shares under this Agreement are no longer subject Company’s discretion, be used to a “substantial risk of forfeiture” within the meaning of U.S. Treasury Regulation Section 1.409A-1(d)satisfy such requirements upon such entitlement.