Common use of Payment of Shares Clause in Contracts

Payment of Shares. (a) The Company shall, subject to the remainder of this Award, transfer to the Participant a number of Shares of the Company equal to the number of RSUs granted to the Participant under this Award at such time as the Participant becomes vested in the right to such transfer (x) as set forth on the Certificate of Grant under “Vesting Date”, so long as the Participant remains employed with the Company or any of its Affiliates through such Vesting Date, or (y) as otherwise provided in Section 2(b) or (c) below (in whole Shares only with the Participant receiving a cash payment equal to the Fair Market Value of any fractional Share on or about the transfer date). (b) Notwithstanding Section 2(a) of this Award, (i) upon the Participant’s Disability (a “Special Termination”), the installment of RSUs scheduled to vest on the next Vesting Date immediately following such Special Termination shall remain outstanding and become vested RSUs on such next Vesting Date, at which time the Shares equal to the number of vested RSUs shall be transferred, and the remaining RSUs which are not then vested shall be forfeited; and (ii) upon Participant’s death, any previously unvested RSUs shall immediately become vested RSUs pursuant to which Shares equal to the number of RSUs which become vested in accordance with this clause (iii) shall be transferred; (iii) upon a Termination of Relationship as a result of the Participant’s Retirement with Notice (as defined below), any previously unvested RSUs shall remain outstanding and become vested RSUs on the normal scheduled future Vesting Date(s) as if no Termination of Relationship had occurred, at which time(s) the Shares equal to the number of vested RSUs at each such time shall be transferred; and (iv) upon a Termination of Relationship for any reason other than as set forth in clauses (i), (ii), or (iii) above, all outstanding RSUs shall be forfeited and immediately cancelled.

Payment of Shares. (a) The Company shall, subject to the remainder of this Award, transfer to the Participant a number of Shares of the Company equal to the number (if any) of RSUs granted to the Participant Earned PSUs under this Award at such time as the Participant becomes vested under the provisions of Section 2 above in the right to such transfer (x) as set forth on the Certificate of Grant under each “Vesting Date”, as applicable, so long as the Participant remains employed with the Company or any of its Affiliates through each such Vesting Date, or (y) as otherwise provided in Section 2(b3(b) or (c) below (in whole Shares only with the Participant receiving a cash payment equal to the Fair Market Value of any fractional Share on or about the transfer date); provided, however, that in the event a Vesting Date occurs prior to the Determination Date, no transfer of Shares shall occur until the Determination Date. (b) Notwithstanding Section 2(a3(a) of this Award, (i) upon a Termination of Relationship as a result of the Participant’s Disability death, Disability, or Retirement with Notice (as defined below) (each, a “Special Termination”), (A) which occurs prior to the Determination Date, the PSUs shall remain outstanding and unvested through the Determination Date, and the installment of RSUs Earned PSUs (if any) scheduled to vest on the first Vesting Date shall become vested PSUs as of such Vesting Date and (B) which occurs after the Determination Date, the installment of Earned PSUs (if any) scheduled to vest on the next Vesting Date immediately following such Special Termination shall remain outstanding and immediately become vested RSUs on such next Vesting DatePSUs; and, at which time the in either case of (A) or (B), as applicable, Shares equal to the number of vested RSUs Earned PSUs scheduled to vest on the applicable Vesting Date shall be transferred, and the remaining RSUs PSUs which are do not then become vested pursuant to this Section shall be forfeited; and (ii) upon Participant’s death, any previously unvested RSUs shall immediately become vested RSUs pursuant to which Shares equal to the number of RSUs which become vested in accordance with this clause (iii) shall be transferred; (iii) upon a Termination of Relationship as a result of the Participant’s Retirement with Notice (as defined below), any previously unvested RSUs shall remain outstanding and become vested RSUs on the normal scheduled future Vesting Date(s) as if no Termination of Relationship had occurred, at which time(s) the Shares equal to the number of vested RSUs at each such time shall be transferred; and (iv) upon a Termination of Relationship for any reason other than as set forth in clauses clause (i), (ii), or (iii) above, all outstanding RSUs PSUs shall be forfeited and immediately cancelled; provided, however, that in the case of a Termination of Relationship after a Vesting Date but prior to the Determination Date, the corresponding portion of Earned PSUs (if any) shall remain outstanding and shall become vested PSUs as of the Determination Date. (c) Also notwithstanding Section 3(a) or (b) of this Award, in accordance with the terms of Section 13 of the Plan, in the event of a Termination of Relationship of the Participant by the Company or any of its Affiliates (or successors in interest) without Cause or by the Participant for Good Reason, in each case, that occurs within two years following a Change of Control, the following treatment (under clauses (i) or (ii), as applicable) will apply with respect to any then outstanding PSUs: (i) if such termination occurs prior to the Determination Date, then such Performance Period (to the extent not completed) shall end as of such date, then the Target Number of PSUs shall become vested on the date of such Termination of Relationship, and a number of Shares equal to such number of PSUs shall be distributed to the Participant as soon as practicable following the date of such Termination of Relationship; or (ii) if such termination occurs on or following the Determination Date, then the Earned PSUs (if any) shall immediately become vested on the date of such Termination of Relationship and a number of Shares equal to such number of Earned PSUs shall be distributed to the Participant as soon as practicable following the date of such Termination of Relationship; provided that the Committee may determine that, in lieu of Shares and/or fractional Shares deliverable to the Participant under clauses (i) or (ii) above, the Participant shall receive a cash payment equal to the Fair Market Value of such Shares (or fractional Shares, as the case may be) on the Change of Control. (d) Upon each vesting event of any Earned PSUs and the corresponding transfer of Shares as a result thereof, in each case in accordance with Sections 3(a), 3(b) or 3(c) of this Award, as applicable, the Earned PSUs with respect to which Shares have been transferred hereunder shall be extinguished on the relevant transfer dates. In compliance with Section 409A of the Code, in no event shall any transfer occur later than March 15 of the calendar year following the calendar year in which the applicable vesting event occurs under this Award. (e) As used herein, the term “Retirement with Notice” means the Participant’s retirement from the Company and its Affiliates after providing the Company with at least 6 months’ prior written notice of such intended retirement (and with such notice having been delivered upon or after the Participant’s attainment of age 62) and achieving 5 years of employment with the Company and its Affiliates following [INSERT START DATE]. 2019; provided, however, that if the Company involuntarily terminates the Participant without Cause or the Participant dies or incurs a Disability after the Participant delivers the notice described in this sentence, such termination shall not fail to qualify as a “Retirement with Notice” by virtue of the termination occurring less than 6 months after the notice date. All decisions by the Committee with respect to any calculations pursuant to this Section 3 shall be made in good faith after consultation with senior management and shall be final and binding on the Participant absent manifest error by the Committee.

Payment of Shares. (a) The Company shall, subject to the remainder of this Award, transfer to the Participant a number of Shares of the Company equal to the number (if any) of RSUs granted to the Participant Earned PSUs under this Award at such time on or as soon as practicable following the Participant becomes vested in the right to such transfer Vesting Date (x) as set forth on the Certificate of Grant under “Vesting Date”, so long as the Participant remains employed with the Company or any of its Affiliates through such the Vesting Date), or (y) at such other times as otherwise provided in Section 2(b3(b) or (c) below (in whole Shares only with the Participant receiving a cash payment equal to the Fair Market Value of any fractional Share on or about the transfer date). (b) Notwithstanding Section 2(a3(a) of this Award, (i) upon the Participant’s Disability (a “Special Termination”), which occurs prior to the installment Vesting Date, the PSUs shall remain outstanding and unvested through the later of RSUs the Determination Date, and the date of such Special Termination, and the Specified Portion (as defined below) of the Earned PSUs (if any) scheduled to vest on the next Vesting Date immediately following shall become vested PSUs as of the later of the Determination Date and the date of such Special Termination shall remain outstanding Termination; and become vested RSUs on such next Vesting Date, at which time the Shares equal to the such number of vested RSUs Earned PSUs shall be transferredtransferred on or as soon as practicable following the later of the Determination Date and the date of such Special Termination, and the remaining RSUs PSUs which are do not then vested shall be forfeited; and (ii) upon Participant’s death, any previously unvested RSUs shall immediately become vested RSUs pursuant to which Shares equal to the number of RSUs which become vested in accordance with this clause (iiii) shall be transferred; automatically forfeited; for purposes of this Section 3(b)(i), the term “Specified Portion” shall mean (iiix) upon a one-third (1/3) if the Special Termination of Relationship as a result occurs prior to the beginning of the Participant’s Retirement with Notice second fiscal year of the Performance Period, (as defined below), any previously unvested RSUs shall remain outstanding y) two-thirds (2/3) if the Special Termination occurs on or after the beginning of the second fiscal year of the Performance Period and become vested RSUs on prior to the normal scheduled future Vesting Date(s) as if no Termination beginning of Relationship had occurred, at which time(sthe third fiscal year of the Performance Period and (z) the Shares equal to entire amount if the number Special Termination occurs on or after the beginning of vested RSUs at each such time shall be transferred; and (iv) upon a Termination the third fiscal year of Relationship for any reason other than as set forth in clauses (i), (ii), or (iii) above, all outstanding RSUs shall be forfeited and immediately cancelled.the Performance Period;

Payment of Shares. (a) The Company shall, subject to the remainder of this Award, transfer to the Participant payment date for all Shares in which a number of Shares of the Company equal to the number of RSUs granted to the Participant under this Award at such time as the Participant becomes vested in pursuant to Subparagraph 4(b) above shall be the right to such transfer thirtieth (x30th) as set forth on day following the Certificate of Grant under “Vesting Maturity Date”, so long as the Participant remains employed with the Company or any of its Affiliates through such Vesting Date, or (y) as otherwise provided in Section 2(b) or (c) below (in whole Shares only with the Participant receiving a cash payment equal to the Fair Market Value of any fractional Share on or about the transfer date). (b) Notwithstanding 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 2(a409A(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 Award,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 be a “key employee” for the entire twelve (12) month period beginning on April 1 following the Key Employee Designation Date. (ie) 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, or the Participant’s beneficiary or legal representative, of 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 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 Disability (a “Special Termination”)becoming entitled to payment of Shares, the installment of RSUs scheduled to vest on the next Vesting Date immediately following such Special Termination shall remain outstanding and become vested RSUs on such next Vesting Date, at which time the Shares equal to the number of vested RSUs shall be transferredShares necessary to cover minimum statutory withholding requirements may, and in the remaining RSUs which are not then vested shall be forfeited; and (ii) upon Participant’s death, any previously unvested RSUs shall immediately become vested RSUs pursuant to which Shares equal to the number of RSUs which become vested in accordance with this clause (iii) shall be transferred; (iii) upon a Termination of Relationship as a result discretion of the Participant’s Retirement with Notice (as defined below)Company, any previously unvested RSUs shall remain outstanding and become vested RSUs on the normal scheduled future Vesting Date(s) as if no Termination of Relationship had occurred, at which time(s) the Shares equal be used to the number of vested RSUs at each satisfy such time shall be transferred; and (iv) requirements upon a Termination of Relationship for any reason other than as set forth in clauses (i), (ii), or (iii) above, all outstanding RSUs shall be forfeited and immediately cancelledsuch entitlement.

Payment of Shares. (a) The Company shall, subject to the remainder of this Award, transfer to the Participant payment date for all Shares in which a number of Shares of the Company equal to the number of RSUs granted to the Participant under this Award at such time as the Participant becomes vested in pursuant to Subparagraph 4(b) above shall be the right to such transfer thirtieth (x30th) as set forth on day following the Certificate of Grant under “Vesting Maturity Date”, so long as the Participant remains employed with the Company or any of its Affiliates through such Vesting Date, or (y) as otherwise provided in Section 2(b) or (c) below (in whole Shares only with the Participant receiving a cash payment equal to the Fair Market Value of any fractional Share on or about the transfer date). (b) Notwithstanding 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 2(a409A(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 Award,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 be a “key employee” for the entire twelve (12) month period beginning on April 1 following the Key Employee Designation Date. (ie) 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, or 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 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 Disability (a “Special Termination”)becoming entitled to payment of Shares, the installment of RSUs scheduled to vest on the next Vesting Date immediately following such Special Termination shall remain outstanding and become vested RSUs on such next Vesting Date, at which time the Shares equal to the number of vested RSUs shall be transferredShares necessary to cover minimum statutory withholding requirements may, and in the remaining RSUs which are not then vested shall be forfeited; and (ii) upon Participant’s death, any previously unvested RSUs shall immediately become vested RSUs pursuant to which Shares equal to the number of RSUs which become vested in accordance with this clause (iii) shall be transferred; (iii) upon a Termination of Relationship as a result discretion of the Participant’s Retirement with Notice (as defined below)Company, any previously unvested RSUs shall remain outstanding and become vested RSUs on the normal scheduled future Vesting Date(s) as if no Termination of Relationship had occurred, at which time(s) the Shares equal be used to the number of vested RSUs at each satisfy such time shall be transferred; and (iv) requirements upon a Termination of Relationship for any reason other than as set forth in clauses (i), (ii), or (iii) above, all outstanding RSUs shall be forfeited and immediately cancelledsuch entitlement.

Payment of Shares. (a) The Company shall, subject to the remainder of this Award, transfer to the Participant payment date for all Shares in which a number of Shares of the Company equal to the number of RSUs granted to the Participant under this Award at such time as the Participant becomes vested in the right pursuant to such transfer (x) as set forth on the Certificate of Grant under “Vesting Date”, so long as the Participant remains employed with the Company or any of its Affiliates through such Vesting Date, or (y) as otherwise provided in Section 2(bSubparagraphs 4(b) or (c4(e) below (in whole Shares only with above shall be the Participant receiving a cash payment equal to 30th day following the Fair Market Value of any fractional Share on or about the transfer date)Maturity Date. (b) Notwithstanding 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 2(a409A(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 Award,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 be a “key employee” for the entire 12 month period beginning on April 1 following the Key Employee Designation Date. (ie) upon 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, or the Participant’s Disability beneficiary or legal representative, of one or more certificates (a “Special Termination”), the installment or other indicia of RSUs scheduled to vest on the next Vesting Date immediately following such Special Termination shall remain outstanding and become vested RSUs on such next Vesting Date, at which time the Shares ownership) representing shares of Common Stock equal in number to the number of vested RSUs shall be transferredShares otherwise payable under this Agreement less the number of Shares having a Fair Market Value, and as of the remaining RSUs which are not then vested shall be forfeited; and (ii) upon Participant’s deathdate the withholding tax obligation arises, any previously unvested RSUs shall immediately become vested RSUs pursuant to which Shares equal to the number of RSUs which become vested in accordance with this clause (iii) shall be transferred; (iii) upon a Termination of Relationship as a result minimum statutory withholding requirements. Notwithstanding the foregoing, to the extent permitted by Section 409A of the Participant’s Retirement with Notice (as defined below)Code and the guidance issued by the Internal Revenue Service thereunder, any previously unvested RSUs shall remain outstanding and if federal employment taxes become vested RSUs on due when the normal scheduled future Vesting Date(s) as if no Termination Participant becomes entitled to payment of Relationship had occurredShares, at which time(s) the Shares equal to the number of vested RSUs at each Shares necessary to cover minimum statutory withholding requirements may, in the discretion of the Company, be used to satisfy such time shall be transferred; and (iv) requirements upon a Termination of Relationship for any reason other than as set forth in clauses (i), (ii), or (iii) above, all outstanding RSUs shall be forfeited and immediately cancelledsuch entitlement.

Payment of Shares. (a) The Company shall, subject to the remainder of this Award, transfer to the Participant a number of Shares of the Company equal to the number of RSUs granted to the Participant under this Award at such time as the Participant becomes vested in the right to such transfer (x) as set forth on the Certificate of Grant under “Vesting Date”, so long as the Participant remains employed with the Company or any of its Affiliates through such Vesting Date, or (y) as otherwise provided in Section 2(b) or (c) below (in whole Shares only with the Participant receiving a cash payment equal to the Fair Market Value of any fractional Share on or about the transfer date). (b) Notwithstanding Section 2(a) of this Award, (i) upon a Participant’s Disability or Termination of Relationship prior to the final Vesting Date as a result of the Participant’s Disability death (each, a “Special Termination”), the installment of RSUs scheduled to vest on the next Vesting Date immediately following such Special Termination shall immediately become vested RSUs pursuant to which Shares equal to the number of RSUs scheduled to vest on the next Vesting Date shall be transferred, and the remaining RSUs which are not then vested shall be forfeited; (ii) upon a Termination of Relationship prior to the final Vesting Date as a result of the Participant’s Retirement (other than a “Retirement with Notice” as defined below), the installment of RSUs scheduled to vest on the next Vesting Date immediately following such Special Termination shall remain outstanding and become vested RSUs on such next Vesting Date, at which time the Shares equal to the number of vested RSUs shall be transferred, and the remaining RSUs which are not then vested shall be forfeited; and (ii) upon Participant’s death, any previously unvested RSUs shall immediately become vested RSUs pursuant to which Shares equal to the number of RSUs which become vested in accordance with this clause (iii) shall be transferred; (iii) upon a Termination of Relationship as a result of the Participant’s Retirement with Notice (as defined below), any previously unvested RSUs shall remain outstanding and become vested RSUs on the normal scheduled future Vesting Date(s) as if no Termination of Relationship had occurred, at which time(s) the Shares equal to the number of vested RSUs at each such time shall be transferred; and (iv) upon a Termination of Relationship for any reason other than as set forth in clauses (i), (ii), or (iii) above, all outstanding RSUs shall be forfeited and immediately cancelled.shall

Payment of Shares. (a) The Company shall, subject to the remainder of this Award, transfer to the Participant a number of Shares of the Company equal to the number of RSUs granted to the Participant under this Award at such time as the Participant becomes vested in the right to such transfer (x) as set forth on the Certificate of Grant under “Vesting Date”, so long as the Participant remains employed with the Company or any of its Affiliates through such Vesting Date, or (y) as otherwise provided in Section 2(b) or (c) below (in whole Shares only with the Participant receiving a cash payment equal to the Fair Market Value of any fractional Share on or about the transfer date). (b) Notwithstanding Section 2(a) of this Award, (i) upon a Participant’s Disability or Termination of Relationship prior to the final Vesting Date as a result of the Participant’s Disability death (each, a “Special Termination”), the installment of RSUs scheduled to vest on the next Vesting Date immediately following such Special Termination shall immediately become vested RSUs pursuant to which Shares equal to the number of RSUs scheduled to vest on the next Vesting Date shall be transferred, and the remaining RSUs which are not then vested shall be forfeited; (ii) upon a Termination of Relationship prior to the final Vesting Date as a result of the Participant’s Retirement (other than a “Retirement with Notice” as defined below), the installment of RSUs scheduled to vest on the next Vesting Date immediately following such Special Termination shall remain outstanding and become vested RSUs on such next Vesting Date, at which time the Shares equal to the number of vested RSUs shall be transferred, and the remaining RSUs which are not then vested shall be forfeited; and (ii) upon Participant’s death, any previously unvested RSUs shall immediately become vested RSUs pursuant to which Shares equal to the number of RSUs which become vested in accordance with this clause (iii) shall be transferred; (iii) upon a Termination of Relationship prior to the final Vesting Date as a result of the Participant’s Retirement with Notice, all installments of RSUs scheduled to vest on the remaining Vesting Date(s) following such Retirement with Notice (as defined below), any previously unvested RSUs shall remain outstanding and become vested RSUs on the normal scheduled such future Vesting Date(s) as if no Termination of Relationship had occurred), at which time(s) time the Shares equal to the number of vested RSUs at each such time shall be transferred; and (iv) upon a Termination of Relationship for any reason other than as set forth in clauses (i), (ii), or ) and (iii) above, all outstanding RSUs shall be forfeited and immediately cancelled.