Common use of Payout of Performance Units Clause in Contracts

Payout of Performance Units. (a) Except as set forth in Section 5(b) or 8 below, the aggregate positive value, if any, of the earned Performance Units, based on the value of the earned Performance Units on the last day of the Performance Period as determined in accordance with this Agreement and subject to the maximum value set forth in Section 3 hereof, shall be paid to the Participant in cash following the last day of the Performance Period but in no event later than March 31, 2026 (also referred to as the Settlement Date). (b) In the event of the death or Qualifying Termination of the Participant, payment of the value, if any, of the earned Performance Units in accordance with the terms of this Agreement shall extinguish the Company’s obligation hereunder, and the Participant shall not be entitled to any further payment or appreciation in the value of the Performance Units. In the event such payment is made due to the Participant’s death, such payment shall be made to the Participant’s beneficiary (or the Participant’s estate if no beneficiary has been chosen or if such beneficiary has predeceased the Participant). Any payment upon death or any Qualifying Termination shall be made within ninety (90) calendar days following such death or Qualifying Termination; provided, however, that if such ninety (90) day period spans two separate taxable years, such payment shall be made in the later taxable year; provided further, however, that any payment hereunder (calculated as of the end of the fiscal year immediately prior to the fiscal year in which such Qualifying Termination occurred) upon a Qualifying Termination shall be delayed until the earlier of (x) March 31, 2026 and (y) such time as the Participant has also undergone a “separation from service” as defined in Treas. Reg. 1.409A-1(h), at which time such payment shall be made to the Participant according to the schedule set forth in this Section 5(b) as if the Participant had undergone such Qualifying Termination (under the same circumstances), solely for the purpose of the date of payment, on the date of such “separation from service.” Notwithstanding anything herein to the contrary, to the extent the Participant is a “specified employee” as defined in Treas. Reg. 1.409A-1(i), any payment to be made upon the Participant’s “separation from service” shall be delayed until and made upon the earlier of (i) the six (6) month anniversary of the Participant’s “separation from service” and (ii) the Participant’s death. (c) This Award shall expire and the Company shall have no further obligation to make any payment hereunder once a payment is made pursuant to Section 5(a) or (b) above or Section 8 below. (d) If prior to the Settlement Date, the Participant breached one or more of Participant’s Obligations or agrees to enter into, or has entered into, an agreement (written, oral or otherwise) to breach one or more of Participant’s Obligations or has engaged in Misconduct, all of the Performance Units, whether earned or unearned, shall be immediately forfeited, and the Participant shall have no further rights with respect to such Performance Units. In the event that the Participant breached one or more of Participant’s Obligations or agrees to enter into, or has entered into, an agreement (written, oral or otherwise) to breach one or more of Participant’s Obligations or engages in Misconduct on or after the Settlement Date (or said Obligations or agreement or Misconduct occurs prior to the Settlement Date and is discovered on or after the Settlement Date) but on or prior to the second anniversary of the Settlement Date, the Participant shall repay to the Company, upon demand by the Company, an amount equal to the amount paid to the Participant in respect of the Performance Units on the Settlement Date. The determination as to whether the Participant has breached one or more of Participant’s Obligations or Misconduct shall be made by the Committee in its sole and absolute discretion. The Committee has sole and absolute discretion to determine whether, notwithstanding its determination that the Participant has breached one or more of Participant’s Obligations or Misconduct, recapture or forfeiture as provided herein shall not occur. The Committee’s exercise or nonexercise of such discretion with respect to any particular event or occurrence by or with respect to the Participant or any other recipient of Performance Units under the Plan shall not in any way reduce or eliminate the authority of the Committee to (i) determine that any event or occurrence by or with respect to the Participant constitutes breaching one or more of Participant’s Obligations or Misconduct, or (ii) determine the related date of breach of the Participant’s Obligations or Misconduct date. The Participant acknowledges that the terms set forth herein with respect to breaching one or more of Participant’s Obligations, in view of the nature of the business in which the Company is engaged, is reasonable in scope (as to both the temporal and geographical limits) and necessary in order to protect the legitimate business interests of the Company. The Participant acknowledges further that breaching one or more of Participant’s Obligations or Misconduct would result in irreparable injuries to the Company and would cause loss in an amount that cannot be readily quantified. The Participant acknowledges further the amounts required to be repaid to the Company pursuant to this provision are reasonable and are not liquidated damages nor shall they be characterized as such. (e) The Participant’s employment will not be considered to continue if his or her employment has been terminated (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Committee, the Participant’s right to continue to earn pursuant to the Performance Units awarded hereunder, if any, will terminate as of such date and will not be extended by any notice period arising under local law or contract. Further, the Participant’s period of service would not include any contractual notice period (except for such period of time the Participant is actively providing substantial services as required by the Company during any notice period) or any period of “garden leave” or similar period arising under applicable employment laws or the terms of Participant’s employment agreement, if any.

Payout of Performance Units. (a) Except as set forth in Section 5(b6(b) or 8 9 below, the aggregate positive value, if any, of the earned Performance Units, based on the value of the earned Performance Units on the last day of the Performance Period as determined in accordance with this Agreement and subject to the maximum value set forth in Section 3 4 hereof, shall be paid to the Participant in cash following the last day of the Performance Period but in no event later than March 31, 2026 (also referred to as the Settlement Date)2016. (b) In If the event Participant dies or his employment with the Company and all Subsidiaries and Affiliates terminates prior to the end of the Performance Period either as a result of Disability or Retirement or by the Company or a Subsidiary or Affiliate, as applicable, for any reason other than Cause, the Company shall pay to the Participant the cash value of the Performance Units measured as of the end of the fiscal year immediately prior to the fiscal year in which such death or Qualifying Termination termination of employment occurred. Payment of such amount upon such death or termination of the Participant, payment of the value, if any, of the earned Performance Units in accordance with the terms of this Agreement 's employment shall extinguish the Company’s 's obligation hereunder, and the Participant shall not be entitled to any further payment or appreciation in the value of the Performance Units. In the event such payment is made due to the Participant’s 's death, such payment shall be made to the Participant’s 's beneficiary (or the Participant’s 's estate if no beneficiary has been chosen or if such beneficiary has predeceased the Participant). Any payment upon death or any Qualifying Termination such termination of employment shall be made within ninety (90) calendar days following such death or Qualifying Terminationtermination of employment; provided, however, that if such ninety (90) day period spans two separate taxable years, such payment shall be made in the later taxable year; provided further, however, that any payment hereunder upon a termination of employment shall be delayed until the earlier of (x) March 31, 2016 (calculated as of the end of the fiscal year immediately prior to the fiscal year in which such Qualifying Termination termination of employment occurred) upon a Qualifying Termination shall be delayed until the earlier of (x) March 31), 2026 and (y) such time as the Participant has also undergone a “separation from service” as defined in Treas. Reg. 1.409A-1(h), at which time such payment (calculated as of the end of the fiscal year immediately prior to the fiscal year in which such termination of employment occurred) shall be made to the Participant according to the schedule set forth in this Section 5(b6(b) as if the Participant had undergone such Qualifying Termination termination of employment (under the same circumstances), solely for the purpose of the date of payment, ) on the date of such “separation from service.” Notwithstanding anything herein to the contrary, to the extent the Participant is a “specified employee” as defined in Treas. Reg. 1.409A-1(i), any payment to be made upon the Participant’s 's “separation from service” shall be delayed until and made upon the earlier of (i) the six (6) month anniversary of the Participant’s 's “separation from service” and (ii) the Participant’s 's death. Termination of the Participant's employment with the Company and all Subsidiaries and Affiliates prior to the earlier of the end of the Performance Period and the Participant's death for any reason other than Disability or Retirement, or by the Company or a Subsidiary or Affiliate, as applicable, without Cause, shall require forfeiture of this entire Award, with no payment to the Participant. (c) This Award shall expire and the Company shall have no further obligation to make any payment hereunder once a payment is made pursuant to Section 5(a6(a) or (b) above or Section 8 9 below. (d) If on or prior to the Settlement Date, the Participant breached one engages in a Competitive Action or more of Participant’s Obligations or agrees to enter enters into, or has entered into, an agreement (written, oral or otherwise) to breach one or more of Participant’s Obligations engage in Competitive Action or has engaged in Misconduct, all of the Performance Units, whether earned or unearned, Units shall be immediately forfeited, and the Participant shall have no further rights with respect to such Performance Units. In the event that the Participant breached one engages in any Competitive Action or more of Participant’s Obligations or agrees to enter enters into, or has entered into, an agreement (written, oral or otherwise) to breach one or more of Participant’s Obligations engage in Competitive Action or engages in Misconduct on or after the Settlement Date (or said Obligations or agreement or Misconduct occurs prior to the Settlement Date and is discovered on or after the Settlement Date) but on or prior to the second anniversary of the Settlement Date, the Participant shall repay pay to the Company, upon demand by the Company, an amount equal to the amount paid to the Participant in respect of the Performance Units on the Settlement Date. The determination as to whether the Participant has breached one or more of Participant’s Obligations engaged in any Competitive Action or Misconduct shall be made by the Committee in its sole and absolute discretion. The Committee has sole and absolute discretion to determine whether, notwithstanding its determination that the Participant has breached one or more of Participant’s Obligations or Misconduct, recapture or forfeiture as provided herein shall not occur. The Committee’s 's exercise or nonexercise of such discretion with respect to any particular event or occurrence by or with respect to the Participant or any other recipient of Performance Units performance units under the Plan shall not in any way reduce or eliminate the authority of the Committee to (i) determine that any event or occurrence by or with respect to the Participant constitutes breaching one or more of Participant’s Obligations engaging in Competitive Action or Misconduct, or (ii) determine the related date of breach of the Participant’s Obligations Competitive Action or Misconduct date. The Participant acknowledges that the terms set forth herein restriction with respect to breaching one or more of Participant’s Obligationsengaging in a Competitive Action, in view of the nature of the business in which the Company is engaged, is reasonable in scope (as to both the temporal and geographical limits) and necessary in order to protect the legitimate business interests of the Company. The Participant acknowledges further that breaching one or more of Participant’s Obligations engaging in a Competitive Action or Misconduct would result in irreparable injuries to the Company and would cause loss in an amount that cannot be readily quantified. The Participant acknowledges further the amounts required to be repaid paid to the Company pursuant to this provision are reasonable and are not liquidated damages nor shall they be characterized as such. (e) The Participant’s employment will not be considered to continue if his or her employment has been terminated (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Committee, the Participant’s right to continue to earn pursuant to the Performance Units awarded hereunder, if any, will terminate as of such date and will not be extended by any notice period arising under local law or contract. Further, the Participant’s period of service would not include any contractual notice period (except for such period of time the Participant is actively providing substantial services as required by the Company during any notice period) or any period of “garden leave” or similar period arising under applicable employment laws or the terms of Participant’s employment agreement, if any.

Payout of Performance Units. (a) Except as set forth in Section 5(b) or 8 below, the aggregate positive value, if any, of the earned Performance Units, based on the value of the earned Performance Units on the last day of the Performance Period as determined in accordance with this Agreement and subject to the maximum value set forth in Section 3 hereof, shall be paid to the Participant in cash following the last day of the Performance Period but in no event later than March 31, 2026 (also referred to as the Settlement Date)2021. (b) In the event of the death or Qualifying Termination of the Participant, payment of the value, if any, of the earned Performance Units in accordance with the terms of this Agreement shall extinguish the Company’s obligation hereunder, and the Participant shall not be entitled to any further payment or appreciation in the value of the Performance Units. In the event such payment is made due to the Participant’s death, such payment shall be made to the Participant’s beneficiary (or the Participant’s estate if no beneficiary has been chosen or if such beneficiary has predeceased the Participant). Any payment upon death or any Qualifying Termination shall be made within ninety (90) calendar days following such death or Qualifying Termination; provided, however, that if such ninety (90) day period spans two separate taxable years, such payment shall be made in the later taxable year; provided further, however, that any payment hereunder (calculated as of the end of the fiscal year immediately prior to the fiscal year in which such Qualifying Termination occurred) upon a Qualifying Termination shall be delayed until the earlier of (x) March 31, 2026 2021 and (y) such time as the Participant has also undergone a “separation from service” as defined in Treas. Reg. 1.409A-1(h), at which time such payment shall be made to the Participant according to the schedule set forth in this Section 5(b) as if the Participant had undergone such Qualifying Termination (under the same circumstances), solely circumstances),solely for the purpose of the date of payment, on the date of such “separation from service.” Notwithstanding anything herein to the contrary, to the extent the Participant is a “specified employee” as defined in Treas. Reg. 1.409A-1(i), any payment to be made upon the Participant’s “separation from service” shall be delayed until and made upon the earlier of (i) the six (6) month anniversary of the Participant’s “separation from service” and (ii) the Participant’s death. (c) This Award shall expire and the Company shall have no further obligation to make any payment hereunder once a payment is made pursuant to Section 5(a) or (b) above or Section 8 below. (d) If on or prior to the Settlement Date, the Participant breached one engages in a Competitive Action or more of Participant’s Obligations or agrees to enter enters into, or has entered into, an agreement (written, oral or otherwise) to breach one or more of Participant’s Obligations engage in Competitive Action or has engaged in Misconduct, all of the Performance Units, whether earned or unearned, shall be immediately forfeited, and the Participant shall have no further rights with respect to such Performance Units. In the event that the Participant breached one engages in any Competitive Action or more of Participant’s Obligations or agrees to enter enters into, or has entered into, an agreement (written, oral or otherwise) to breach one or more of Participant’s Obligations engage in Competitive Action or engages in Misconduct on or after the Settlement Date (or said Obligations or agreement or Misconduct occurs prior to the Settlement Date and is discovered on or after the Settlement Date) but on or prior to the second anniversary of the Settlement Date, the Participant shall repay pay to the Company, upon demand by the Company, an amount equal to the amount paid to the Participant in respect of the Performance Units on the Settlement Date. The determination as to whether the Participant has breached one or more of Participant’s Obligations engaged in any Competitive Action or Misconduct shall be made by the Committee in its sole and absolute discretion. The Committee has sole and absolute discretion to determine whether, notwithstanding its determination that the Participant has breached one or more of Participant’s Obligations engaged in a Competitive Action or Misconduct, recapture or forfeiture as provided herein shall not occur. The Committee’s exercise or nonexercise of such discretion with respect to any particular event or occurrence by or with respect to the Participant or any other recipient of Performance Units under the Plan shall not in any way reduce or eliminate the authority of the Committee to (i) determine that any event or occurrence by or with respect to the Participant constitutes breaching one or more of Participant’s Obligations engaging in Competitive Action or Misconduct, or (ii) determine the related date of breach of the Participant’s Obligations Competitive Action or Misconduct date. The Participant acknowledges that the terms set forth herein restriction with respect to breaching one or more of Participant’s Obligationsengaging in a Competitive Action, in view of the nature of the business in which the Company is engaged, is reasonable in scope (as to both the temporal and geographical limits) and necessary in order to protect the legitimate business interests of the Company. The Participant acknowledges further that breaching one or more of Participant’s Obligations engaging in a Competitive Action or Misconduct would result in irreparable injuries to the Company and would cause loss in an amount that cannot be readily quantified. The Participant acknowledges further the amounts required to be repaid paid to the Company pursuant to this provision are reasonable and are not liquidated damages nor shall they be characterized as such. (e) The Participant’s employment will not be considered to continue if his or her employment has been terminated (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Committee, the Participant’s right to continue to earn pursuant to the Performance Units awarded hereunder, if any, will terminate as of such date and will not be extended by any notice period arising under local law or contract. Furthercontract (e.g., the Participant’s period of service would not include any contractual notice period (except for such period of time unless the Participant is actively providing substantial services as required by the Company during any notice period) . However, the Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period arising under applicable employment laws in the jurisdictions where the Participant is employed or the terms of Participant’s employment agreement, if any).

Payout of Performance Units. (a) Except as set forth in Section 5(b) or 8 below, the aggregate positive value, if any, of the earned Performance Units, based on the value of the earned Performance Units on the last day of the Performance Period as determined in accordance with this Agreement and subject to the maximum value set forth in Section 3 hereof, shall be paid to the Participant in cash following the last day of the Performance Period but in no event later than March 31, 2026 (also referred to as the Settlement Date)2020. (b) In the event of the death or Qualifying Termination of the Participant, payment of the value, if any, of the earned Performance Units in accordance with the terms of this Agreement shall extinguish the Company’s obligation hereunder, and the Participant shall not be entitled to any further payment or appreciation in the value of the Performance Units. In the event such payment is made due to the Participant’s death, such payment shall be made to the Participant’s beneficiary (or the Participant’s estate if no beneficiary has been chosen or if such beneficiary has predeceased the Participant). Any payment upon death or any Qualifying Termination shall be made within ninety (90) calendar days following such death or Qualifying Termination; provided, however, that if such ninety (90) day period spans two separate taxable years, such payment shall be made in the later taxable year; provided further, however, that any payment hereunder (calculated as of the end of the fiscal year immediately prior to the fiscal year in which such Qualifying Termination occurred) upon a Qualifying Termination shall be delayed until the earlier of (x) March 31, 2026 2020 and (y) such time as the Participant has also undergone a “separation from service” as defined in Treas. Reg. 1.409A-1(h), at which time such payment shall be made to the Participant according to the schedule set forth in this Section 5(b) as if the Participant had undergone such Qualifying Termination (under the same circumstances), solely for the purpose of the date of payment, ) on the date of such “separation from service.” Notwithstanding anything herein to the contrary, to the extent the Participant is a “specified employee” as defined in Treas. Reg. 1.409A-1(i), any payment to be made upon the Participant’s “separation from service” shall be delayed until and made upon the earlier of (i) the six (6) month anniversary of the Participant’s “separation from service” and (ii) the Participant’s death. (c) This Award shall expire and the Company shall have no further obligation to make any payment hereunder once a payment is made pursuant to Section 5(a) or (b) above or Section 8 below. (d) If on or prior to the Settlement Date, the Participant breached one engages in a Competitive Action or more of Participant’s Obligations or agrees to enter enters into, or has entered into, an agreement (written, oral or otherwise) to breach one or more of Participant’s Obligations engage in Competitive Action or has engaged in Misconduct, all of the Performance Units, whether earned or unearned, shall be immediately forfeited, and the Participant shall have no further rights with respect to such Performance Units. In the event that the Participant breached one engages in any Competitive Action or more of Participant’s Obligations or agrees to enter enters into, or has entered into, an agreement (written, oral or otherwise) to breach one or more of Participant’s Obligations engage in Competitive Action or engages in Misconduct on or after the Settlement Date (or said Obligations or agreement or Misconduct occurs prior to the Settlement Date and is discovered on or after the Settlement Date) but on or prior to the second anniversary of the Settlement Date, the Participant shall repay pay to the Company, upon demand by the Company, an amount equal to the amount paid to the Participant in respect of the Performance Units on the Settlement Date. The determination as to whether the Participant has breached one or more of Participant’s Obligations engaged in any Competitive Action or Misconduct shall be made by the Committee in its sole and absolute discretion. The Committee has sole and absolute discretion to determine whether, notwithstanding its determination that the Participant has breached one or more of Participant’s Obligations engaged in a Competitive Action or Misconduct, recapture or forfeiture as provided herein shall not occur. The Committee’s exercise or nonexercise of such discretion with respect to any particular event or occurrence by or with respect to the Participant or any other recipient of Performance Units under the Plan shall not in any way reduce or eliminate the authority of the Committee to (i) determine that any event or occurrence by or with respect to the Participant constitutes breaching one or more of Participant’s Obligations engaging in Competitive Action or Misconduct, or (ii) determine the related date of breach of the Participant’s Obligations Competitive Action or Misconduct date. The Participant acknowledges that the terms set forth herein restriction with respect to breaching one or more of Participant’s Obligationsengaging in a Competitive Action, in view of the nature of the business in which the Company is engaged, is reasonable in scope (as to both the temporal and geographical limits) and necessary in order to protect the legitimate business interests of the Company. The Participant acknowledges further that breaching one or more of Participant’s Obligations engaging in a Competitive Action or Misconduct would result in irreparable injuries to the Company and would cause loss in an amount that cannot be readily quantified. The Participant acknowledges further the amounts required to be repaid paid to the Company pursuant to this provision are reasonable and are not liquidated damages nor shall they be characterized as such. (e) The Participant’s employment will not be considered to continue if his or her employment has been terminated (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the CommitteeCompany, the Participant’s right to continue to earn pursuant to the Performance Units awarded hereunder, if any, will terminate as of such date and will not be extended by any notice period arising under local law or contract. Furthercontract (e.g., the Participant’s period of service would not include any contractual notice period (except for such period of time unless the Participant is actively providing substantial services as required by the Company during any notice period) . However, the Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period arising under applicable employment laws in the jurisdictions where the Participant is employed or the terms of Participant’s employment agreement, if any).

Payout of Performance Units. (a) Except as set forth in Section 5(b) or 8 below, the aggregate positive value, if any, of the earned Performance Units, based on the value of the earned Performance Units on the last day of the Performance Period as determined in accordance with this Agreement and subject to the maximum value set forth in Section 3 hereof, shall be paid to the Participant in cash following the last day of the Performance Period but in no event later than March 31, 2026 2025 (also referred to as the Settlement Date). (b) In the event of the death or Qualifying Termination of the Participant, payment of the value, if any, of the earned Performance Units in accordance with the terms of this Agreement shall extinguish the Company’s obligation hereunder, and the Participant shall not be entitled to any further payment or appreciation in the value of the Performance Units. In the event such payment is made due to the Participant’s death, such payment shall be made to the Participant’s beneficiary (or the Participant’s estate if no beneficiary has been chosen or if such beneficiary has predeceased the Participant). Any payment upon death or any Qualifying Termination shall be made within ninety (90) calendar days following such death or Qualifying Termination; provided, however, that if such ninety (90) day period spans two separate taxable years, such payment shall be made in the later taxable year; provided further, however, that any payment hereunder (calculated as of the end of the fiscal year immediately prior to the fiscal year in which such Qualifying Termination occurred) upon a Qualifying Termination shall be delayed until the earlier of (x) March 31, 2026 2025 and (y) such time as the Participant has also undergone a “separation from service” as defined in Treas. Reg. 1.409A-1(h), at which time such payment shall be made to the Participant according to the schedule set forth in this Section 5(b) as if the Participant had undergone such Qualifying Termination (under the same circumstances), solely for the purpose of the date of payment, on the date of such “separation from service.” Notwithstanding anything herein to the contrary, to the extent the Participant is a “specified employee” as defined in Treas. Reg. 1.409A-1(i), any payment to be made upon the Participant’s “separation from service” shall be delayed until and made upon the earlier of (i) the six (6) month anniversary of the Participant’s “separation from service” and (ii) the Participant’s death. (c) This Award shall expire and the Company shall have no further obligation to make any payment hereunder once a payment is made pursuant to Section 5(a) or (b) above or Section 8 below. (d) If prior to the Settlement Date, the Participant breached one engages in a Competitive Action or more of Participant’s Obligations or agrees to enter enters into, or has entered into, an agreement (written, oral or otherwise) to breach one or more of Participant’s Obligations engage in Competitive Action or has engaged in Misconduct, all of the Performance Units, whether earned or unearned, shall be immediately forfeited, and the Participant shall have no further rights with respect to such Performance Units. In the event that the Participant breached one engages in any Competitive Action or more of Participant’s Obligations or agrees to enter enters into, or has entered into, an agreement (written, oral or otherwise) to breach one or more of Participant’s Obligations engage in Competitive Action or engages in Misconduct on or after the Settlement Date (or said Obligations Competitive Action or agreement or Misconduct occurs prior to the Settlement Date and is discovered on or after the Settlement Date) but on or prior to the second anniversary of the Settlement Date, the Participant shall repay pay to the Company, upon demand by the Company, an amount equal to the amount paid to the Participant in respect of the Performance Units on the Settlement Date. The determination as to whether the Participant has breached one or more of Participant’s Obligations engaged in any Competitive Action or Misconduct shall be made by the Committee in its sole and absolute discretion. The Committee has sole and absolute discretion to determine whether, notwithstanding its determination that the Participant has breached one or more of Participant’s Obligations engaged in a Competitive Action or Misconduct, recapture or forfeiture as provided herein shall not occur. The Committee’s exercise or nonexercise of such discretion with respect to any particular event or occurrence by or with respect to the Participant or any other recipient of Performance Units under the Plan shall not in any way reduce or eliminate the authority of the Committee to (i) determine that any event or occurrence by or with respect to the Participant constitutes breaching one or more of Participant’s Obligations engaging in Competitive Action or Misconduct, or (ii) determine the related date of breach of the Participant’s Obligations Competitive Action or Misconduct date. The Participant acknowledges that the terms set forth herein restriction with respect to breaching one or more of Participant’s Obligationsengaging in a Competitive Action, in view of the nature of the business in which the Company is engaged, is reasonable in scope (as to both the temporal and geographical limits) and necessary in order to protect the legitimate business interests of the Company. The Participant acknowledges further that breaching one or more of Participant’s Obligations engaging in a Competitive Action or Misconduct would result in irreparable injuries to the Company and would cause loss in an amount that cannot be readily quantified. The Participant acknowledges further the amounts required to be repaid paid to the Company pursuant to this provision are reasonable and are not liquidated damages nor shall they be characterized as such. (e) The Participant’s employment will not be considered to continue if his or her employment has been terminated (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Committee, the Participant’s right to continue to earn pursuant to the Performance Units awarded hereunder, if any, will terminate as of such date and will not be extended by any notice period arising under local law or contract. FurtherHowever, the Participant’s period of service would not include any contractual notice period (except for such period of time the Participant is actively providing substantial services as required by the Company during any notice period) or any period of “garden leave” or similar period arising under applicable employment laws in the jurisdictions where the Participant is employed or the terms of Participant’s employment agreement, if any.

Payout of Performance Units. (a) Except as set forth in Section 5(b6(b) or 8 9 below, the aggregate positive value, if any, of the earned Performance Units, based on the value of the earned Performance Units on the last day of the Performance Period as determined in accordance with this Agreement and subject to the maximum value set forth in Section 3 4 hereof, shall be paid to the Participant in cash following the last day of the Performance Period but in no event later than March 31, 2026 (also referred to as the Settlement Date)2013. (b) In If the event Participant dies or his employment with the Company and all Subsidiaries and Affiliates terminates prior to the end of the Performance Period either as a result of Disability or Retirement or by the Company or a Subsidiary or Affiliate, as applicable, for any reason other than Cause, the Company shall pay to the Participant the cash value of the Performance Units measured as of the end of the fiscal year immediately prior to the fiscal year in which such death or Qualifying Termination termination of employment occurred. Payment of such amount upon such death or termination of the Participant, payment of the value, if any, of the earned Performance Units in accordance with the terms of this Agreement 's employment shall extinguish the Company’s 's obligation hereunder, and the Participant shall not be entitled to any further payment or appreciation in the value of the Performance Units. In the event such payment is made due to the Participant’s 's death, such payment shall be made to the Participant’s 's beneficiary (or the Participant’s 's estate if no beneficiary has been chosen or if such beneficiary has predeceased the Participant). Any payment upon death or any Qualifying Termination such termination of employment shall be made within ninety (90) calendar days following such death or Qualifying Terminationtermination of employment; provided, however, that if such ninety (90) day period spans two separate taxable years, such payment shall be made in the later taxable year; provided further, however, that any payment hereunder upon a termination of employment shall be delayed until the earlier of (x) March 31, 2013 (calculated as of the end of the fiscal year immediately prior to the fiscal year in which such Qualifying Termination termination of employment occurred) upon a Qualifying Termination shall be delayed until the earlier of (x) March 31), 2026 and (y) such time as the Participant has also undergone a “"separation from service” " as defined in Treas. Reg. 1.409A-1(h), at which time such payment (calculated as of the end of the fiscal year immediately prior to the fiscal year in which such termination of employment occurred) shall be made to the Participant according to the schedule set forth in this Section 5(b6(b) as if the Participant had undergone such Qualifying Termination termination of employment (under the same circumstances), solely for the purpose of the date of payment, ) on the date of such “"separation from service.” " Notwithstanding anything herein to the contrary, to the extent the Participant is a “"specified employee” " as defined in Treas. Reg. 1.409A-1(i), any payment to be made upon the Participant’s “separation from service” shall be delayed until and made upon the earlier of (i) the six (6) month anniversary of the Participant’s “separation from service” and (ii) the Participant’s death. (c) This Award shall expire and the Company shall have no further obligation to make any payment hereunder once a payment is made pursuant to Section 5(a) or (b) above or Section 8 below. (d) If prior to the Settlement Date, the Participant breached one or more of Participant’s Obligations or agrees to enter into, or has entered into, an agreement (written, oral or otherwise) to breach one or more of Participant’s Obligations or has engaged in Misconduct, all of the Performance Units, whether earned or unearned, shall be immediately forfeited, and the Participant shall have no further rights with respect to such Performance Units. In the event that the Participant breached one or more of Participant’s Obligations or agrees to enter into, or has entered into, an agreement (written, oral or otherwise) to breach one or more of Participant’s Obligations or engages in Misconduct on or after the Settlement Date (or said Obligations or agreement or Misconduct occurs prior to the Settlement Date and is discovered on or after the Settlement Date) but on or prior to the second anniversary of the Settlement Date, the Participant shall repay to the Company, upon demand by the Company, an amount equal to the amount paid to the Participant in respect of the Performance Units on the Settlement Date. The determination as to whether the Participant has breached one or more of Participant’s Obligations or Misconduct shall be made by the Committee in its sole and absolute discretion. The Committee has sole and absolute discretion to determine whether, notwithstanding its determination that the Participant has breached one or more of Participant’s Obligations or Misconduct, recapture or forfeiture as provided herein shall not occur. The Committee’s exercise or nonexercise of such discretion with respect to any particular event or occurrence by or with respect to the Participant or any other recipient of Performance Units under the Plan shall not in any way reduce or eliminate the authority of the Committee to (i) determine that any event or occurrence by or with respect to the Participant constitutes breaching one or more of Participant’s Obligations or Misconduct, or (ii) determine the related date of breach of the Participant’s Obligations or Misconduct date. The Participant acknowledges that the terms set forth herein with respect to breaching one or more of Participant’s Obligations, in view of the nature of the business in which the Company is engaged, is reasonable in scope (as to both the temporal and geographical limits) and necessary in order to protect the legitimate business interests of the Company. The Participant acknowledges further that breaching one or more of Participant’s Obligations or Misconduct would result in irreparable injuries to the Company and would cause loss in an amount that cannot be readily quantified. The Participant acknowledges further the amounts required to be repaid to the Company pursuant to this provision are reasonable and are not liquidated damages nor shall they be characterized as such. (e) The Participant’s employment will not be considered to continue if his or her employment has been terminated (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Committee, the Participant’s right to continue to earn pursuant to the Performance Units awarded hereunder, if any, will terminate as of such date and will not be extended by any notice period arising under local law or contract. Further, the Participant’s period of service would not include any contractual notice period (except for such period of time the Participant is actively providing substantial services as required by the Company during any notice period) or any period of “garden leave” or similar period arising under applicable employment laws or the terms of Participant’s employment agreement, if any.

Payout of Performance Units. (a) Except as set forth in Section 5(b) or 8 below, the aggregate positive value, if any, of the earned Performance Units, based on the value of the earned Performance Units on the last day of the Performance Period as determined in accordance with this Agreement and subject to the maximum value set forth in Section 3 hereof, shall be paid to the Participant in cash following the last day of the Performance Period but in no event later than March 31, 2026 2023 (also referred to as the Settlement Date). (b) In the event of the death or Qualifying Termination of the Participant, payment of the value, if any, of the earned Performance Units in accordance with the terms of this Agreement shall extinguish the Company’s obligation hereunder, and the Participant shall not be entitled to any further payment or appreciation in the value of the Performance Units. In the event such payment is made due to the Participant’s death, such payment shall be made to the Participant’s beneficiary (or the Participant’s estate if no beneficiary has been chosen or if such beneficiary has predeceased the Participant). Any payment upon death or any Qualifying Termination shall be made within ninety (90) calendar days following such death or Qualifying Termination; provided, however, that if such ninety (90) day period spans two separate taxable years, such payment shall be made in the later taxable year; provided further, however, that any payment hereunder (calculated as of the end of the fiscal year immediately prior to the fiscal year in which such Qualifying Termination occurred) upon a Qualifying Termination shall be delayed until the earlier of (x) March 31, 2026 2023 and (y) such time as the Participant has also undergone a “separation from service” as defined in Treas. Reg. 1.409A-1(h), at which time such payment shall be made to the Participant according to the schedule set forth in this Section 5(b) as if the Participant had undergone such Qualifying Termination (under the same circumstances), solely for the purpose of the date of payment, on the date of such “separation from service.” Notwithstanding anything herein to the contrary, to the extent the Participant is a “specified employee” as defined in Treas. Reg. 1.409A-1(i), any payment to be made upon the Participant’s “separation from service” shall be delayed until and made upon the earlier of (i) the six (6) month anniversary of the Participant’s “separation from service” and (ii) the Participant’s death. (c) This Award shall expire and the Company shall have no further obligation to make any payment hereunder once a payment is made pursuant to Section 5(a) or (b) above or Section 8 below. (d) If prior to the Settlement Date, the Participant breached one engages in a Competitive Action or more of Participant’s Obligations or agrees to enter enters into, or has entered into, an agreement (written, oral or otherwise) to breach one or more of Participant’s Obligations engage in Competitive Action or has engaged in Misconduct, all of the Performance Units, whether earned or unearned, shall be immediately forfeited, and the Participant shall have no further rights with respect to such Performance Units. In the event that the Participant breached one engages in any Competitive Action or more of Participant’s Obligations or agrees to enter enters into, or has entered into, an agreement (written, oral or otherwise) to breach one or more of Participant’s Obligations engage in Competitive Action or engages in Misconduct on or after the Settlement Date (or said Obligations Competitive Action or agreement or Misconduct occurs prior to the Settlement Date and is discovered on or after the Settlement Date) but on or prior to the second anniversary of the Settlement Date, the Participant shall repay pay to the Company, upon demand by the Company, an amount equal to the amount paid to the Participant in respect of the Performance Units on the Settlement Date. The determination as to whether the Participant has breached one or more of Participant’s Obligations engaged in any Competitive Action or Misconduct shall be made by the Committee in its sole and absolute discretion. The Committee has sole and absolute discretion to determine whether, notwithstanding its determination that the Participant has breached one or more of Participant’s Obligations engaged in a Competitive Action or Misconduct, recapture or forfeiture as provided herein shall not occur. The Committee’s exercise or nonexercise of such discretion with respect to any particular event or occurrence by or with respect to the Participant or any other recipient of Performance Units under the Plan shall not in any way reduce or eliminate the authority of the Committee to (i) determine that any event or occurrence by or with respect to the Participant constitutes breaching one or more of Participant’s Obligations engaging in Competitive Action or Misconduct, or (ii) determine the related date of breach of the Participant’s Obligations Competitive Action or Misconduct date. The Participant acknowledges that the terms set forth herein restriction with respect to breaching one or more of Participant’s Obligationsengaging in a Competitive Action, in view of the nature of the business in which the Company is engaged, is reasonable in scope (as to both the temporal and geographical limits) and necessary in order to protect the legitimate business interests of the Company. The Participant acknowledges further that breaching one or more of Participant’s Obligations engaging in a Competitive Action or Misconduct would result in irreparable injuries to the Company and would cause loss in an amount that cannot be readily quantified. The Participant acknowledges further the amounts required to be repaid paid to the Company pursuant to this provision are reasonable and are not liquidated damages nor shall they be characterized as such. (e) The Participant’s employment will not be considered to continue if his or her employment has been terminated (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Committee, the Participant’s right to continue to earn pursuant to the Performance Units awarded hereunder, if any, will terminate as of such date and will not be extended by any notice period arising under local law or contract. FurtherHowever, the Participant’s period of service would not include any contractual notice period (except for such period of time the Participant is actively providing substantial services as required by the Company during any notice period) or any period of “garden leave” or similar period arising under applicable employment laws in the jurisdictions where the Participant is employed or the terms of Participant’s employment agreement, if any.

Payout of Performance Units. (a) Except as set forth in Section 5(b) or 8 below, the aggregate positive value, if any, of the earned Performance Units, based on the value of the earned Performance Units on the last day of the Performance Period as determined in accordance with this Agreement and subject to the maximum value set forth in Section 3 hereof, shall be paid to the Participant in cash following the last day of the Performance Period but in no event later than March 31, 2026 2024 (also referred to as the Settlement Date). (b) In the event of the death or Qualifying Termination of the Participant, payment of the value, if any, of the earned Performance Units in accordance with the terms of this Agreement shall extinguish the Company’s obligation hereunder, and the Participant shall not be entitled to any further payment or appreciation in the value of the Performance Units. In the event such payment is made due to the Participant’s death, such payment shall be made to the Participant’s beneficiary (or the Participant’s estate if no beneficiary has been chosen or if such beneficiary has predeceased the Participant). Any payment upon death or any Qualifying Termination shall be made within ninety (90) calendar days following such death or Qualifying Termination; provided, however, that if such ninety (90) day period spans two separate taxable years, such payment shall be made in the later taxable year; provided further, however, that any payment hereunder (calculated as of the end of the fiscal year immediately prior to the fiscal year in which such Qualifying Termination occurred) upon a Qualifying Termination shall be delayed until the earlier of (x) March 31, 2026 2024 and (y) such time as the Participant has also undergone a “separation from service” as defined in Treas. Reg. 1.409A-1(h), at which time such payment shall be made to the Participant according to the schedule set forth in this Section 5(b) as if the Participant had undergone such Qualifying Termination (under the same circumstances), solely for the purpose of the date of payment, on the date of such “separation from service.” Notwithstanding anything herein to the contrary, to the extent the Participant is a “specified employee” as defined in Treas. Reg. 1.409A-1(i), any payment to be made upon the Participant’s “separation from service” shall be delayed until and made upon the earlier of (i) the six (6) month anniversary of the Participant’s “separation from service” and (ii) the Participant’s death. (c) This Award shall expire and the Company shall have no further obligation to make any payment hereunder once a payment is made pursuant to Section 5(a) or (b) above or Section 8 below. (d) If prior to the Settlement Date, the Participant breached one engages in a Competitive Action or more of Participant’s Obligations or agrees to enter enters into, or has entered into, an agreement (written, oral or otherwise) to breach one or more of Participant’s Obligations engage in Competitive Action or has engaged in Misconduct, all of the Performance Units, whether earned or unearned, shall be immediately forfeited, and the Participant shall have no further rights with respect to such Performance Units. In the event that the Participant breached one engages in any Competitive Action or more of Participant’s Obligations or agrees to enter enters into, or has entered into, an agreement (written, oral or otherwise) to breach one or more of Participant’s Obligations engage in Competitive Action or engages in Misconduct on or after the Settlement Date (or said Obligations Competitive Action or agreement or Misconduct occurs prior to the Settlement Date and is discovered on or after the Settlement Date) but on or prior to the second anniversary of the Settlement Date, the Participant shall repay pay to the Company, upon demand by the Company, an amount equal to the amount paid to the Participant in respect of the Performance Units on the Settlement Date. The determination as to whether the Participant has breached one or more of Participant’s Obligations engaged in any Competitive Action or Misconduct shall be made by the Committee in its sole and absolute discretion. The Committee has sole and absolute discretion to determine whether, notwithstanding its determination that the Participant has breached one or more of Participant’s Obligations engaged in a Competitive Action or Misconduct, recapture or forfeiture as provided herein shall not occur. The Committee’s exercise or nonexercise of such discretion with respect to any particular event or occurrence by or with respect to the Participant or any other recipient of Performance Units under the Plan shall not in any way reduce or eliminate the authority of the Committee to (i) determine that any event or occurrence by or with respect to the Participant constitutes breaching one or more of Participant’s Obligations engaging in Competitive Action or Misconduct, or (ii) determine the related date of breach of the Participant’s Obligations Competitive Action or Misconduct date. The Participant acknowledges that the terms set forth herein restriction with respect to breaching one or more of Participant’s Obligationsengaging in a Competitive Action, in view of the nature of the business in which the Company is engaged, is reasonable in scope (as to both the temporal and geographical limits) and necessary in order to protect the legitimate business interests of the Company. The Participant acknowledges further that breaching one or more of Participant’s Obligations engaging in a Competitive Action or Misconduct would result in irreparable injuries to the Company and would cause loss in an amount that cannot be readily quantified. The Participant acknowledges further the amounts required to be repaid paid to the Company pursuant to this provision are reasonable and are not liquidated damages nor shall they be characterized as such. (e) The Participant’s employment will not be considered to continue if his or her employment has been terminated (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Committee, the Participant’s right to continue to earn pursuant to the Performance Units awarded hereunder, if any, will terminate as of such date and will not be extended by any notice period arising under local law or contract. FurtherHowever, the Participant’s period of service would not include any contractual notice period (except for such period of time the Participant is actively providing substantial services as required by the Company during any notice period) or any period of “garden leave” or similar period arising under applicable employment laws in the jurisdictions where the Participant is employed or the terms of Participant’s employment agreement, if any.

Payout of Performance Units. (a) Except as set forth in Section 5(b6(b) or 8 9 below, the aggregate positive value, if any, of the earned Performance Units, based on the value of the earned Performance Units on the last day of the Performance Period as determined in accordance with this Agreement and subject to the maximum value set forth in Section 3 4 hereof, shall be paid to the Participant in cash following the last day of the Performance Period but in no event later than March 31, 2026 (also referred to as the Settlement Date)2019. (b) In If the event Participant dies or his employment with the Company and all Subsidiaries and Affiliates terminates prior to the end of the Performance Period either as a result of Disability or Retirement, by the Company or a Subsidiary or Affiliate, as applicable, for any reason other than Cause, or, following a Change in Control, by the Participant for Good Reason, the Company shall pay to the Participant the cash value of the Performance Units measured as of the end of the fiscal year immediately prior to the fiscal year in which such death or Qualifying Termination termination of employment occurred. Payment of such amount upon such death or termination of the Participant, payment of the value, if any, of the earned Performance Units in accordance with the terms of this Agreement ’s employment shall extinguish the Company’s obligation hereunder, and the Participant shall not be entitled to any further payment or appreciation in the value of the Performance Units. In the event such payment is made due to the Participant’s death, such payment shall be made to the Participant’s beneficiary (or the Participant’s estate if no beneficiary has been chosen or if such beneficiary has predeceased the Participant). Any payment upon death or any Qualifying Termination such termination of employment shall be made within ninety (90) calendar days following such death or Qualifying Terminationtermination of employment; provided, however, that if such ninety (90) day period spans two separate taxable years, such payment shall be made in the later taxable year; provided further, however, that any payment hereunder (calculated as of the end of the fiscal year immediately prior to the fiscal year in which such Qualifying Termination termination of employment occurred) upon a Qualifying Termination termination of employment shall be delayed until the earlier of (x) March 31, 2026 2019 and (y) such time as the Participant has also undergone a “separation from service” as defined in Treas. Reg. 1.409A-1(h), at which time such payment shall be made to the Participant according to the schedule set forth in this Section 5(b6(b) as if the Participant had undergone such Qualifying Termination termination of employment (under the same circumstances), solely for the purpose of the date of payment, ) on the date of such “separation from service.” Notwithstanding anything herein to the contrary, to the extent the Participant is a “specified employee” as defined in Treas. Reg. 1.409A-1(i), any payment to be made upon the Participant’s “separation from service” shall be delayed until and made upon the earlier of (i) the six (6) month anniversary of the Participant’s “separation from service” and (ii) the Participant’s death. Termination of the Participant’s employment with the Company and all Subsidiaries and Affiliates prior to the earlier of the end of the Performance Period and the Participant’s death for any reason other than Disability or Retirement, by the Company or a Subsidiary or Affiliate, as applicable, without Cause or, following a Change in Control, by the Participant for Good Reason, shall require forfeiture of this entire Award, with no payment to the Participant. (c) This Award shall expire and the Company shall have no further obligation to make any payment hereunder once a payment is made pursuant to Section 5(a6(a) or (b) above or Section 8 9 below. (d) If on or prior to the Settlement Date, the Participant breached one engages in a Competitive Action or more of Participant’s Obligations or agrees to enter enters into, or has entered into, an agreement (written, oral or otherwise) to breach one or more of Participant’s Obligations engage in Competitive Action or has engaged in Misconduct, all of the Performance Units, whether earned or unearned, Units shall be immediately forfeited, and the Participant shall have no further rights with respect to such Performance Units. In the event that the Participant breached one engages in any Competitive Action or more of Participant’s Obligations or agrees to enter enters into, or has entered into, an agreement (written, oral or otherwise) to breach one or more of Participant’s Obligations engage in Competitive Action or engages in Misconduct on or after the Settlement Date (or said Obligations or agreement or Misconduct occurs prior to the Settlement Date and is discovered on or after the Settlement Date) but on or prior to the second anniversary of the Settlement Date, the Participant shall repay pay to the Company, upon demand by the Company, an amount equal to the amount paid to the Participant in respect of the Performance Units on the Settlement Date. The determination as to whether the Participant has breached one or more of Participant’s Obligations engaged in any Competitive Action or Misconduct shall be made by the Committee in its sole and absolute discretion. The Committee has sole and absolute discretion to determine whether, notwithstanding its determination that the Participant has breached one or more of Participant’s Obligations or Misconduct, recapture or forfeiture as provided herein shall not occur. The Committee’s exercise or nonexercise of such discretion with respect to any particular event or occurrence by or with respect to the Participant or any other recipient of Performance Units performance units under the Plan shall not in any way reduce or eliminate the authority of the Committee to (i) determine that any event or occurrence by or with respect to the Participant constitutes breaching one or more of Participant’s Obligations engaging in Competitive Action or Misconduct, or (ii) determine the related date of breach of the Participant’s Obligations Competitive Action or Misconduct date. The Participant acknowledges that the terms set forth herein restriction with respect to breaching one or more of Participant’s Obligationsengaging in a Competitive Action, in view of the nature of the business in which the Company is engaged, is reasonable in scope (as to both the temporal and geographical limits) and necessary in order to protect the legitimate business interests of the Company. The Participant acknowledges further that breaching one or more of Participant’s Obligations engaging in a Competitive Action or Misconduct would result in irreparable injuries to the Company and would cause loss in an amount that cannot be readily quantified. The Participant acknowledges further the amounts required to be repaid paid to the Company pursuant to this provision are reasonable and are not liquidated damages nor shall they be characterized as such. (e) The Participant’s employment will not be considered to continue if his or her employment has been terminated (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Committee, the Participant’s right to continue to earn pursuant to the Performance Units awarded hereunder, if any, will terminate as of such date and will not be extended by any notice period arising under local law or contract. Further, the Participant’s period of service would not include any contractual notice period (except for such period of time the Participant is actively providing substantial services as required by the Company during any notice period) or any period of “garden leave” or similar period arising under applicable employment laws or the terms of Participant’s employment agreement, if any.

Payout of Performance Units. (a) Except as set forth in Section 5(b6(b) or 8 9 below, the aggregate positive value, if any, of the earned Performance Units, based on the value of the earned Performance Units on at the earlier of (i) last day of the Performance Period or (ii) the Maximum Value Date, in either case as determined in accordance with this Agreement and subject to the maximum value set forth in Section 3 hereofAgreement, shall be paid to the Participant in cash cash. Such payment of the value of earned Performance Units shall be made within ninety (90) calendar days following the last day earlier of the Performance Period but in no event later than March 31, 2026 (also referred to as the Settlement Date)such date. (b) In If a Participant’s employment with the event Company and all Subsidiaries and Affiliates terminates as a result of death, Disability or Retirement, or is terminated by the Company or a Subsidiary or Affiliate, as applicable, for any reason other than Cause prior to the earlier of the death end of the Performance Period or Qualifying Termination the Maximum Value Date, as applicable, the Company shall pay to the Participant the cash value of the Performance Units measured as of the end of the fiscal year immediately prior to the fiscal year in which such termination of employment occurred. Payment of such amount upon such termination of the Participant, payment of the value, if any, of the earned Performance Units in accordance with the terms of this Agreement ’s employment shall extinguish the Company’s obligation hereunder, hereunder and the Participant shall not be entitled to any further payment or appreciation in the value of the Performance Units. In the event such payment is made due to of the death of the Participant’s death, such payment shall be made to the Participant’s beneficiary (or the Participant’s estate if no beneficiary has been chosen or if such beneficiary has predeceased the Participant). Any payment upon death or any Qualifying Termination such termination of employment shall be made within ninety (90) calendar days following such death termination. Termination of the Participant’s employment with the Company and all Subsidiaries and Affiliates for any reason other than death, Disability or Qualifying Termination; providedRetirement or by the Company or a Subsidiary or Affiliate, howeveras applicable, that if such ninety (90) day period spans two separate taxable years, such payment shall be made in without Cause prior to the later taxable year; provided further, however, that any payment hereunder (calculated as earlier of the end of the fiscal year immediately prior Performance Period or the Maximum Value Date, as applicable, shall require forfeiture of this entire Award, with no payment to the fiscal year in which such Qualifying Termination occurred) upon a Qualifying Termination shall be delayed until the earlier of (x) March 31, 2026 and (y) such time as the Participant has also undergone a “separation from service” as defined in Treas. Reg. 1.409A-1(h), at which time such payment shall be made to the Participant according to the schedule set forth in this Section 5(b) as if the Participant had undergone such Qualifying Termination (under the same circumstances), solely for the purpose of the date of payment, on the date of such “separation from service.” Notwithstanding anything herein to the contrary, to the extent the Participant is a “specified employee” as defined in Treas. Reg. 1.409A-1(i), any payment to be made upon the Participant’s “separation from service” shall be delayed until and made upon the earlier of (i) the six (6) month anniversary of the Participant’s “separation from service” and (ii) the Participant’s death. (c) This Award shall expire and the Company shall have no further obligation to make any payment hereunder once a payment is made pursuant to Section 5(a6(a) or (b) above or Section 8 9 below. (d) The Participant agrees not to engage in any Competitive Action from the date hereof through the second anniversary of the Settlement Date. If on or prior to the Settlement Date, the Participant breached one engages in a Competitive Action or more of Participant’s Obligations or agrees to enter enters into, or has entered into, an agreement (written, oral or otherwise) to breach one or more of Participant’s Obligations or has engaged engage in MisconductCompetitive Action, all of the Performance Units, whether earned or unearned, Units shall be immediately forfeited, and the Participant shall have no further rights with respect to such Performance Units. In the event that the Participant breached one engages in any Competitive Action or more of Participant’s Obligations or agrees to enter enters into, or has entered into, an agreement (written, oral or otherwise) to breach one or more of Participant’s Obligations or engages engage in Misconduct on or Competitive Action after the Settlement Date (or said Obligations or agreement or Misconduct occurs prior to the Settlement Date and is discovered on or after the Settlement Date) but on or prior to the second anniversary of the Settlement Date, the Participant shall repay pay to the Company, upon demand by the Company, an amount equal to the amount paid to the Participant in respect of the Performance Units on the Settlement Date. The determination as to whether the Participant has breached one or more of Participant’s Obligations or Misconduct engaged in any Competitive Action shall be made by the Committee in its sole and absolute discretion. The Committee has sole and absolute discretion to determine whether, notwithstanding its determination that the Participant has breached one or more of Participant’s Obligations or Misconduct, recapture or forfeiture as provided herein shall not occur. The Committee’s exercise or nonexercise of such discretion with respect to any particular event or occurrence by or with respect to the Participant or any other recipient of Performance Units performance units under the Plan shall not in any way reduce or eliminate the authority of the Committee to (i) determine that any event or occurrence by or with respect to the Participant constitutes breaching one or more of Participant’s Obligations or Misconduct, engaging in Competitive Action or (ii) determine the related date of breach of the Participant’s Obligations or Misconduct Competitive Action date. The Participant acknowledges that the terms set forth herein with respect to breaching one or more of Participant’s Obligationsrestriction on engaging in Competitive Action, in view of the nature of the business in which the Company is engaged, is reasonable in scope (as to both the temporal and geographical limits) and necessary in order to protect the legitimate business interests of the Company. The Participant acknowledges further , and that breaching one or more of Participant’s Obligations or Misconduct any violation thereof would result in irreparable injuries to the Company and would cause loss in an amount that cannot be readily quantifiedCompany. The Participant acknowledges further the amounts required to be repaid paid to the Company pursuant to this provision are reasonable and are not liquidated damages nor shall they be characterized as such. (e) The Participant’s employment will not be considered to continue if his or her employment has been terminated (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Committee, the Participant’s right to continue to earn pursuant to the Performance Units awarded hereunder, if any, will terminate as of such date and will not be extended by any notice period arising under local law or contract. Further, the Participant’s period of service would not include any contractual notice period (except for such period of time the Participant is actively providing substantial services as required by the Company during any notice period) or any period of “garden leave” or similar period arising under applicable employment laws or the terms of Participant’s employment agreement, if any.