Common use of Receipt of Shares of Stock Clause in Contracts

Receipt of Shares of Stock. (a) As soon as practicable following each Vesting Date, the Company shall issue to the Grantee a certificate representing the number of shares of Stock equal to the aggregate number of Restricted Stock Units credited to the Grantee that have vested pursuant to Section 3 of this Agreement on such date and the Grantee shall thereafter have all the rights of a stockholder of the Company with respect to such shares, including voting and dividend rights, and such shares of Stock shall not be restricted by the provisions hereof. (b) In the event that the Board of Directors in its discretion determines that any stock dividend, split-up, combination or reclassification of shares, recapitalization or other similar capital change affects the Stock of the Company such that adjustment is required in order to preserve the benefits or potential benefits of the Restricted Stock Units granted under this Agreement, the number of Restricted Stock Units subject to this Agreement shall be appropriately adjusted by the Committee (whose determination shall be conclusive). (c) Upon the occurrence of an Acquisition Event (as defined below) (regardless of whether such event also constitutes a Change in Control (as defined below)), the Committee shall provide that the Restricted Stock Units granted under this Agreement shall be assumed, or equivalent restricted stock units shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof) provided that if such Acquisition Event also constitutes a Change in Control, except to the extent specifically provided to the contrary in this Agreement or any other agreement between the Grantee and the Company, the restrictions and conditions of such assumed or substituted Restricted Stock Units shall immediately lapse in full if, on or prior to eighteen (18) months following the date of the consummation of the Change in Control, a Termination Event (as defined below) occurs. (d) Notwithstanding the foregoing, if the acquiring or succeeding corporation (or an affiliate thereof) does not agree to assume, or substitute for, the Restricted Stock Units granted under this Agreement, then the Committee shall issue to the Grantee the number of shares of Stock equal to the aggregate number of Restricted Stock Units credited to the Grantee on such date in full satisfaction of such Restricted Stock Units; provided, however, that in the event the Company is involved in a transaction in which shares of Stock will be exchanged for cash or other consideration, the Grantee shall receive cash or other consideration equal in value to the aggregate number of Restricted Stock Units credited to the Grantee on the date of the Acquisition Event. (e) Following the occurrence of a Change in Control that does not also constitute an Acquisition Event, except to the extent specifically provided to the contrary in this Agreement or any other agreement between the Grantee and the Company, the restrictions and conditions of the Restricted Stock Units granted under this Agreement shall immediately lapse in full if, on or prior to eighteen (18) months following the date of the consummation of the Change in Control, a Termination Event occurs.

Receipt of Shares of Stock. (a) As soon as practicable Within 30 days following each Vesting Datethe date on which the Grantee ceases to be a member of the Company’s Board of Directors for any reason, the Company shall issue to the Grantee a certificate representing in book entry form the number of shares of Stock equal to the aggregate number of Restricted Stock Units credited to the Grantee that have vested deferred stock units pursuant to Section 3 2 of this Agreement on such date and the Grantee shall thereafter have all the rights of a stockholder in satisfaction of the Company with respect to such shares, including voting and dividend rights, and such shares of Stock shall not be restricted by the provisions hereofAward. (b) In each instance above, the event that issuance of shares of Stock shall be subject to the Board of Directors in its discretion determines that any stock dividend, split-up, combination or reclassification of shares, recapitalization payment by the Grantee by cash or other similar capital change affects means acceptable to the Stock Company of any federal, state, local and other applicable taxes required to be withheld in connection with such issuance in accordance with Section 7 of this Agreement. The Grantee understands that once shares have been delivered by book entry to the Grantee in respect of the Company such that adjustment is required in order to preserve the benefits or potential benefits of the Restricted Stock Units granted under this Agreementdeferred stock units, the number Grantee will be free to sell such shares of Restricted Stock Units Stock, subject to this Agreement shall be appropriately adjusted by the Committee (whose determination shall be conclusive)applicable requirements of federal and state securities laws. (c) Upon Until such time as shares of Stock are issued to the occurrence Grantee pursuant to Section 4(a) the Grantee shall have no rights as a stockholder with respect to any shares of an Acquisition Event Stock underlying the Award, including, but not limited to any voting rights, provided however, that when and if any cash dividends or other distributions are paid with respect to the shares of Stock underlying the Award such amounts shall accrue and be converted into additional deferred stock units based on the Fair Market Value of the common stock on any such dividend payment or distribution date (as defined belowwith any such fractions of deferred stock units computed to four decimal places rounded down) (regardless of whether and any such event also constitutes a Change in Control (as defined below)), the Committee shall provide that the Restricted Stock Units granted under this Agreement shall be assumed, or equivalent restricted additional deferred stock units shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof) provided that if such Acquisition Event also constitutes a Change in Control, except subject to the extent specifically provided same conditions and restrictions as are the deferred stock units with respect to the contrary in this Agreement or any other agreement between the Grantee and the Company, the restrictions and conditions of such assumed or substituted Restricted Stock Units shall immediately lapse in full if, on or prior to eighteen (18) months following the date of the consummation of the Change in Control, a Termination Event (as defined below) occurswhich they were paid. (d) Notwithstanding If any of the foregoing, if benefits or the acquiring or succeeding corporation (or an affiliate thereof) does not agree to assume, or substitute for, the Restricted Stock Units granted under this Agreement, then the Committee shall issue to the Grantee the number delivery of shares of Stock equal to set forth in this Award or the aggregate number Plan are deferred compensation under Section 409A of Restricted Stock Units credited to the Grantee on such date in full satisfaction Code, any termination of services triggering payment of such Restricted Stock Units; providedbenefits must constitute a “separation from service” under Section 409A of the Code before, howeversubject to subsection (e) below, that in distribution of such benefits can commence or the event the Company is involved in a transaction in which delivery of shares of Stock will be exchanged for cash or other considerationcan occur. For purposes of clarification, the Grantee this paragraph shall receive cash or other consideration equal in value to the aggregate number not cause any forfeiture of Restricted Stock Units credited to the Grantee benefits on the date part of the Acquisition EventGrantee, but shall only act as a delay until such time as a “separation from service” occurs. (e) Following Notwithstanding anything to the occurrence contrary herein or in the Plan, if the Grantee is a “key employee” (as defined in Section 409A of the Code) as of the date the Grantee ceases to be a Change in Control that does not also constitute an Acquisition Eventmember of the Company’s Board of Directors, except any issuance of Stock upon a termination of services shall, to the extent specifically provided this requirement of Section 409A of the Code is applicable to this Award, be delayed to the contrary in this Agreement extent necessary to avoid the imposition of excise taxes or any other agreement between penalties under Section 409A of the Code until the date which is the first business day after six (6) months have elapsed since the Grantee and the Company, the restrictions and conditions of the Restricted Stock Units granted under this Agreement shall immediately lapse in full if, on or prior to eighteen (18) months following the date of the consummation of the Change in Control, a Termination Event occursis no longer providing service for any reason other than death.

Receipt of Shares of Stock. (a) As soon as practicable following each Vesting Datethe date the Grantee terminates employment with the Company or its Subsidiaries (the “Deferral Period”), the Company shall issue to the Grantee a certificate representing the number of shares of Stock equal to the aggregate number of Restricted Stock Units credited to the Grantee that have vested pursuant to Section 3 of this Agreement on such date and the Grantee shall thereafter have all the rights in full satisfaction of a stockholder of the Company with respect to such shares, including voting and dividend rights, and such shares of Restricted Stock shall not be restricted by the provisions hereofUnits. (b) In the event that the Board Upon a Change of Directors in its discretion determines that any stock dividendControl, split-up, combination or reclassification of shares, recapitalization or other similar capital change affects the Stock of the Company such that adjustment is required in order to preserve the benefits or potential benefits of the Restricted Stock Units granted under this Agreement, the number of Restricted Stock Units subject to this Agreement shall be appropriately adjusted by the Committee (whose determination shall be conclusive). (c) Upon the occurrence of an Acquisition Event (as defined below) (regardless of whether such event also constitutes a Change in Control (as defined below)), the Committee shall provide that the Restricted Stock Units granted under this Agreement shall be assumed, or equivalent restricted stock units shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof) provided that if such Acquisition Event also constitutes a Change in Control, except to the extent specifically provided to the contrary in this Agreement or any other agreement between the Grantee and the Company, the restrictions and conditions of such assumed or substituted Restricted Stock Units shall immediately lapse in full if, on or prior to eighteen (18) months following the date of the consummation of the Change in Control, a Termination Event (as defined below) occurs. (d) Notwithstanding the foregoing, if the acquiring or succeeding corporation (or an affiliate thereof) does not agree to assume, or substitute for, the Restricted Stock Units granted under this Agreement, then the Committee shall issue to the Grantee a certificate representing the number of shares of Stock equal to the aggregate number of Restricted Stock Units credited to the Grantee on such date (determined after giving effect to Section 3(a) above) in full satisfaction of such Restricted Stock Units; provided, however, that in the event the Company is involved in a transaction in which shares of Stock will be exchanged for cash or other consideration, the Company shall issue to the Grantee shall receive cash or other consideration immediately prior to the consummation of such transaction a certificate representing the number of shares of Stock equal in value to the aggregate number of Restricted Stock Units credited to the Grantee on the such date of the Acquisition Event(determined after giving effect to Section 3(a) above). (ec) Following In each instance above, the occurrence of a Change in Control that does not also constitute an Acquisition Event, except certificate or certificates issued to the extent specifically provided Grantee covering the shares of Stock shall be subject to the contrary in this Agreement or any other agreement between payment by the Grantee by cash or other means acceptable to the Company of any federal, state, local and other applicable taxes required to be withheld in connection with such issuance in accordance with Section 9 of this Agreement. The Grantee understands that once a certificate has been delivered to the Company, the restrictions and conditions Grantee in respect of the Restricted Stock Units granted under Units, the Grantee will be free to sell the shares of Stock evidenced by such certificate, subject to applicable requirements of federal and state securities laws. Immediately after the issuance of shares of Stock, this Agreement shall immediately lapse in full if, on terminate and be of no further force or prior to eighteen (18) months following the date of the consummation of the Change in Control, a Termination Event occurseffect.