Common use of Settlement Amount Clause in Contracts

Settlement Amount. Subject to Section 4(b) hereof, the Company shall deliver to the Grantee on each Vesting Date a number of shares of Common Stock equal to the aggregate number of Granted Units that vest as of such date; provided, however, that no shares of Common Stock will be issued in settlement of this award unless the issuance of shares complies with all relevant provisions of law and the requirements of any stock exchange upon which the shares of Common Stock may then be listed. No fractional shares of Common Stock will be issued. The Company will pay cash in respect of fractional shares of Common Stock. Notwithstanding anything to the contrary contained in this Section 4(a), and subject to Section 4(b), the number of shares of Common Stock deliverable to the Grantee shall equal: (i) if the Grantee has not incurred a Service Termination prior to the first Vesting Date, the number of shares of Common Stock that vest on the first Vesting Date and such shares shall be deliverable to the Grantee on the first date within the “short-term deferral period” (as defined in Treasury Reg. §1.409A-1(b)(4)) on which there is an Effective Registration in place, but in no event later than March 15, 2010; and (ii) if the Grantee incurs a Service Termination on or prior to March 15, 2010 and there is no Effective Registration in place, the number of shares of Common Stock that (A) are vested but not yet delivered as of the Termination Date, if any, and (B) vest on the Termination Date in accordance with Section 3 herein, if any, and such shares shall be deliverable on the Termination Date, less a number of shares of Common Stock with an aggregate value sufficient to cover any applicable Withholding Tax, with the shares of Common Stock valued using the closing price of the Common Stock on the Termination Date.

Settlement Amount. Subject to Section 4(b) hereof, the Company shall deliver to the Grantee on each Vesting Date a number of shares of Common Stock equal to the aggregate number of Granted Units that vest as of such date; provided, however, that no shares of Common Stock will be issued in settlement of this award unless the issuance of shares complies with all relevant provisions of law and the requirements of any stock exchange upon which the shares of Common Stock may then be listed. No fractional shares of Common Stock will be issued. The Company will pay cash in respect of fractional shares of Common Stock. Notwithstanding anything to the contrary contained in this Section 4(a), and subject to Section 4(b), the number of shares of Common Stock deliverable to the Grantee shall equal: (i) if the Grantee has not incurred a Service Termination prior to the first Vesting Date, the number of shares of Common Stock that vest on the first Vesting Date and such shares shall be deliverable to the Grantee on the first date within the “short-term deferral period” (as defined in Treasury Reg. §1.409A-1(b)(41.409A-l(b)(4)) on which there is an Effective Registration in place, but in no event later than March 15, 2010; and (ii) if the Grantee incurs a Service Termination on or prior to March 15, 2010 and there is no Effective Registration in place, the number of shares of Common Stock that (A) are vested but not yet delivered as of the Termination Date, if any, and (B) vest on the Termination Date in accordance with Section 3 herein, if any, and such shares shall be deliverable on the Termination Date, less a number of shares of Common Stock with an aggregate value sufficient to cover any applicable Withholding Tax, with the shares of Common Stock valued using the closing price of the Common Stock on the Termination Date.

Settlement Amount. Subject to Section 4(b) hereof, the Company shall deliver to the Grantee on each Time Units Vesting Date and Performance Units Vesting Date a number of shares of Common Stock equal to the aggregate number of Granted Time Units and Performance Units that vest as of such date; provided, however, that no shares of Common Stock will be issued in settlement of this award unless the issuance of shares complies with all relevant provisions of law and the requirements of any stock exchange upon which the shares of Common Stock may then be listed. No fractional shares of Common Stock will be issued. The Company will pay cash in respect of fractional shares of Common Stock. Notwithstanding anything to the contrary contained in this Section 4(a), ) and subject to Section 4(b), the number of shares of Common Stock deliverable to the Grantee shall equal: (i) if the Grantee has not incurred a Service Termination prior to the first Vesting Dateanniversary of April 6, 2009, the number of shares of Common Stock that vest on the first Vesting Date anniversary of April 6, 2009 and such shares shall be deliverable to the Grantee on the first date within the “short-term deferral period” (as defined in Treasury Reg. §1.409A-1(b)(4)) (the “Short-Term Deferral Period”) on which there is an Effective Registration in place, but in no event later than March 15, 2010; and2011; (ii) if the Grantee incurs has not incurred a Service Termination on or prior to March 15the second anniversary of April 6, 2010 2009, the number of shares of Common Stock that vest on the second anniversary of April 6, 2009 and such shares shall be deliverable to the Grantee on the first date within the Short-Term Deferral Period on which there is no an Effective Registration in place, but in no event later than March 15, 2012; and (iii) if the Grantee has not incurred a Service Termination prior to the third anniversary of April 6, 2009, the number of shares of Common Stock that vest on the third anniversary of April 6, 2009 and such shares shall be deliverable to the Grantee on the first date within the Short-Term Deferral Period on which there is an Effective Registration in place, but in no event later than March 15, 2013; provided, that if the Grantee incurs a Service Termination prior to the delivery of any shares of Common Stock in accordance with this Section 4(a), the Company shall deliver to the Grantee on the Termination Date the number of shares of Common Stock equal to the number of shares of Common Stock that (A) are vested but not yet delivered as of the Termination Date, if any, and (B) vest on the Termination Date in accordance with Section 3 herein, if any, and such shares shall be deliverable on the Termination Date, less a number of shares of Common Stock with an aggregate value sufficient to cover any applicable Withholding Tax, with the shares of Common Stock valued using the closing price of the Common Stock on the Termination Date.

Settlement Amount. Subject to Section 4(b) hereof, the Company shall deliver to the Grantee on each Vesting Date a number of shares of Common Stock equal to the aggregate number of Granted Units that vest as of such date; provided, however, that no shares of Common Stock will be issued in settlement of this award unless the issuance of shares complies with all relevant provisions of law and the requirements of any stock exchange upon which the shares of Common Stock may then be listed. No fractional shares of Common Stock will be issued. The Company will pay cash in respect of fractional shares of Common Stock. Notwithstanding anything to the contrary contained in this Section 4(a), and subject to Section 4(b), the number of shares of Common Stock deliverable to the Grantee shall equal: (i) if the Grantee has not incurred a Service Termination prior to the first Vesting Date, the number of shares of Common Stock that vest on the first Vesting Date and such shares shall be deliverable to the Grantee on the first date within the “short-term deferral period” (as defined in Treasury Reg. §1.409A-1(b)(4)) on which there is an Effective Registration in place, but in no event later than March 15, 2010; and (ii) if the Grantee incurs a Service Termination on or prior to March 15, 2010 and there is no Effective Registration in place, the number of shares of Common Stock that (A) are vested but not yet delivered as of the Termination Date, if any, and (B) vest on the Termination Date in accordance with Section 3 herein, if any, and such shares shall be deliverable on the Termination Date, less a number of shares of Common Stock with an aggregate value sufficient to cover any applicable Withholding Tax, with the shares of Common Stock valued using the closing price of the Common Stock on the Termination Date.

Settlement Amount. Subject to Section 4(b) hereof, the Company shall deliver to the Grantee on each Vesting Date a number of shares of Common Stock equal to the aggregate number of Granted Units that vest as of such date; provided, however, that no shares of Common Stock will be issued in settlement of this award unless the issuance of shares complies with all relevant provisions of law and the requirements of any stock exchange upon which the shares of Common Stock may then be listed. No fractional shares of Common Stock will be issued. The Company will pay cash in respect of fractional shares of Common Stock. Notwithstanding anything to the contrary contained in this Section 4(a), and subject to Section 4(b), the number of shares of Common Stock deliverable to the Grantee shall equal: (i) if the Grantee has not incurred a Service Termination prior to the first Vesting Dateanniversary of February 23, 2009, the number of shares of Common Stock that vest on the first Vesting Date anniversary of February 23, 2009 and such shares shall be deliverable to the Grantee on the first date within the “short-term deferral period” (as defined in Treasury Reg. §1.409A-1(b)(41.409A-l(b)(4)) (the “Short-Term Deferral Period”) on which there is an Effective Registration in place, but in no event later than March 15, 2010; and2011; (ii) if the Grantee incurs has not incurred a Service Termination on or prior to March 15the second anniversary of February 23, 2010 2009, the number of shares of Common Stock that vest on the second anniversary of February 23, 2009 and such shares shall be deliverable to the Grantee on the first date within the Short-Term Deferral Period on which there is no an Effective Registration in place, but in no event later than March 15, 2012; and (iii) if the Grantee has not incurred a Service Termination prior to the third anniversary of February 23, 2009, the number of shares of Common Stock that vest on the third anniversary of February 23, 2009 and such shares shall be deliverable to the Grantee on the first date within the Short-Term Deferral Period on which there is an Effective Registration in place, but in no event later than March 15, 2013; provided, that if the Grantee incurs a Service Termination prior to the delivery of any shares of Common Stock in accordance with this Section 4(a), the Company shall deliver to the Grantee on the Termination Date the number of shares of Common Stock equal to the number of shares of Common Stock that (A) are vested but not yet delivered as of the Termination Date, if any, and (B) vest on the Termination Date in accordance with Section 3 herein, if any, and such shares shall be deliverable on the Termination Date, less a number of shares of Common Stock with an aggregate value sufficient to cover any applicable Withholding Tax, with the shares of Common Stock valued using the closing price of the Common Stock on the Termination Date.

Settlement Amount. Subject to Section 4(b) hereof, the Company shall deliver to the Grantee on each Time Units Vesting Date and Performance Units Vesting Date a number of shares of Common Stock equal to the aggregate number of Granted Time Units and Performance Units that vest as of such date; provided, however, that no shares of Common Stock will be issued in settlement of this award unless the issuance of shares complies with all relevant provisions of law and the requirements of any stock exchange upon which the shares of Common Stock may then be listed. No fractional shares of Common Stock will be issued. The Company will pay cash in respect of fractional shares of Common Stock. Notwithstanding anything to the contrary contained in this Section 4(a), and subject to Section 4(b), the number of shares of Common Stock deliverable to the Grantee shall equal: (i) if the Grantee has not incurred a Service Termination prior to the first Vesting anniversary of the Grant Date, the number of shares of Common Stock that vest on the first Vesting anniversary of the Grant Date and such shares shall be deliverable to the Grantee on the first date within the “short-term deferral period” (as defined in Treasury Reg. §1.409A-1(b)(4)) (the “Short-Term Deferral Period”) on which there is an Effective Registration in place, but in no event later than March 15, 2010; and2011; (ii) if the Grantee incurs has not incurred a Service Termination on or prior to March 15the second anniversary of the Grant Date, 2010 the number of shares of Common Stock that vest on the second anniversary of the Grant Date and such shares shall be deliverable to the Grantee on the first date within the Short-Term Deferral Period on which there is no an Effective Registration in place, but in no event later than March 15, 2012; and (iii) if the Grantee has not incurred a Service Termination prior to the third anniversary of the Grant Date, the number of shares of Common Stock that vest on the third anniversary of the Grant Date and such shares shall be deliverable to the Grantee on the first date within the Short-Term Deferral Period on which there is an Effective Registration in place, but in no event later than March 15, 2013; provided, that if the Grantee incurs a Service Termination prior to the delivery of any shares of Common Stock in accordance with this Section 4(a), the Company shall deliver to the Grantee on the Termination Date the number of shares of Common Stock equal to the number of shares of Common Stock that (A) are vested but not yet delivered as of the Termination Date, if any, and (B) vest on the Termination Date in accordance with Section 3 herein, if any, and such shares shall be deliverable on the Termination Date, less a number of shares of Common Stock with an aggregate value sufficient to cover any applicable Withholding Tax, with the shares of Common Stock valued using the closing price of the Common Stock on the Termination Date.

Settlement Amount. Subject to Section 4(b) hereof, the Company shall deliver to the Grantee on each Vesting Date a number of shares of Common Stock equal to the aggregate number of Granted Units that vest as of such date; provided, however, that no shares of Common Stock will be issued in settlement of this award unless the issuance of shares complies with all relevant provisions of law and the requirements of any stock exchange upon which the shares of Common Stock may then be listed. No fractional shares of Common Stock will be issued. The Company will pay cash in respect of fractional shares of Common Stock. Notwithstanding anything to the contrary contained in this Section 4(a), and subject to Section 4(b), the number of shares of Common Stock deliverable to the Grantee shall equal: (i) if the Grantee has not incurred a Service Termination prior to the first Vesting anniversary of the Grant Date, the number of shares of Common Stock that vest on the first Vesting anniversary of the Grant Date and such shares shall be deliverable to the Grantee on the first date within the “short-term deferral period” (as defined in Treasury Reg. §1.409A-1(b)(41.409A-l(b)(4)) (the “Short-Term Deferral Period”) on which there is an Effective Registration in place, but in no event later than March 15, 2010; and2011; (ii) if the Grantee incurs has not incurred a Service Termination on or prior to March 15the second anniversary of the Grant Date, 2010 the number of shares of Common Stock that vest on the second anniversary of the Grant Date and such shares shall be deliverable to the Grantee on the first date within the Short-Term Deferral Period on which there is no an Effective Registration in place, but in no event later than March 15, 2012; and (iii) if the Grantee has not incurred a Service Termination prior to the third anniversary of the Grant Date, the number of shares of Common Stock that vest on the third anniversary of the Grant Date and such shares shall be deliverable to the Grantee on the first date within the Short-Term Deferral Period on which there is an Effective Registration in place, but in no event later than March 15, 2013; provided, that if the Grantee incurs a Service Termination prior to the delivery of any shares of Common Stock in accordance with this Section 4(a), the Company shall deliver to the Grantee on the Termination Date the number of shares of Common Stock equal to the number of shares of Common Stock that (A) are vested but not yet delivered as of the Termination Date, if any, and (B) vest on the Termination Date in accordance with Section 3 herein, if any, and such shares shall be deliverable on the Termination Date, less a number of shares of Common Stock with an aggregate value sufficient to cover any applicable Withholding Tax, with the shares of Common Stock valued using the closing price of the Common Stock on the Termination Date.

Settlement Amount. Subject to Section 4(b) hereof, the Company shall deliver to the Grantee on each Vesting Date a number of shares of Common Stock equal to the aggregate number of Granted Units that vest as of such date; provided, however, that no shares of Common Stock will be issued in settlement of this award unless the issuance of shares complies with all relevant provisions of law and the requirements of any stock exchange upon which the shares of Common Stock may then be listed. No fractional shares of Common Stock will be issued. The Company will pay cash in respect of fractional shares of Common Stock. Notwithstanding anything to the contrary contained in this Section 4(a), and subject to Section 4(b), the number of shares of Common Stock deliverable to the Grantee shall equal: (i) if the Grantee has not incurred a Service Termination prior to the first Vesting anniversary of the Grant Date, the number of shares of Common Stock that vest on the first Vesting anniversary of the Grant Date and such shares shall be deliverable to the Grantee on the first date within the “short-term deferral period” (as defined in Treasury Reg. §1.409A-1(b)(4)) (the “Short-Term Deferral Period”) on which there is an Effective Registration in place, but in no event later than March 15, 2010; and2011; (ii) if the Grantee incurs has not incurred a Service Termination on or prior to March 15the second anniversary of the Grant Date, 2010 the number of shares of Common Stock that vest on the second anniversary of the Grant Date and such shares shall be deliverable to the Grantee on the first date within the Short-Term Deferral Period on which there is no an Effective Registration in place, but in no event later than March 15, 2012; and (iii) if the Grantee has not incurred a Service Termination prior to the third anniversary of the Grant Date, the number of shares of Common Stock that vest on the third anniversary of the Grant Date and such shares shall be deliverable to the Grantee on the first date within the Short-Term Deferral Period on which there is an Effective Registration in place, but in no event later than March 15, 2013; provided, that if the Grantee incurs a Service Termination prior to the delivery of any shares of Common Stock in accordance with this Section 4(a), the Company shall deliver to the Grantee on the Termination Date the number of shares of Common Stock equal to the number of shares of Common Stock that (A) are vested but not yet delivered as of the Termination Date, if any, and (B) vest on the Termination Date in accordance with Section 3 herein, if any, and such shares shall be deliverable on the Termination Date, less a number of shares of Common Stock with an aggregate value sufficient to cover any applicable Withholding Tax, with the shares of Common Stock valued using the closing price of the Common Stock on the Termination Date.

Settlement Amount. Subject to Section 4(b) hereof, the Company shall deliver to the Grantee on each Time Units Vesting Date and Performance Units Vesting Date, a number of shares of Common Stock equal to the aggregate number of Granted Time Units and Performance Units that vest as of such date; provided, however, that no shares of Common Stock will be issued in settlement of this award unless the issuance of shares complies with all relevant provisions of law and the requirements of any stock exchange upon which the shares of Common Stock may then be listed. No fractional shares of Common Stock will be issued. The Company will pay cash in respect of fractional shares of Common Stock. Notwithstanding anything to the contrary contained in this Section 4(a), and subject to Section 4(b), the number of shares of Common Stock deliverable to the Grantee shall equal: (i) if the Grantee has not incurred a Service Termination prior to the first Vesting anniversary of the Grant Date, the number of shares of Common Stock that vest on the first Vesting anniversary of the Grant Date and such shares shall be deliverable to the Grantee on the first date within the “short-term deferral period” (as defined in Treasury Reg. §1.409A-1(b)(4)) (the “Short-Term Deferral Period”) on which there is an Effective Registration in place, but in no event later than March 15, 2010; and2011; (ii) if the Grantee incurs has not incurred a Service Termination on or prior to March 15the second anniversary of the Grant Date, 2010 the number of shares of Common Stock that vest on the second anniversary of the Grant Date and such shares shall be deliverable to the Grantee on the first date within the Short-Term Deferral Period on which there is no an Effective Registration in place, but in no event later than March 15, 2012; and (iii) if the Grantee has not incurred a Service Termination prior to the third anniversary of the Grant Date, the number of shares of Common Stock that vest on the third anniversary of the Grant Date and such shares shall be deliverable to the Grantee on the first date within the Short-Term Deferral Period on which there is an Effective Registration in place, but in no event later than March 15, 2013; provided, that if the Grantee incurs a Service Termination prior to the delivery of any shares of Common Stock in accordance with this Section 4(a), the Company shall deliver to the Grantee on the Termination Date the number of shares of Common Stock equal to the number of shares of Common Stock that (A) are vested but not yet delivered as of the Termination Date, if any, and (B) vest on the Termination Date in accordance with Section 3 herein, if any, and such shares shall be deliverable on the Termination Date, less a number of shares of Common Stock with an aggregate value sufficient to cover any applicable Withholding Tax, with the shares of Common Stock valued using the closing price of the Common Stock on the Termination Date.

Settlement Amount. Subject to Section 4(b) hereof, the Company shall deliver to the Grantee on each Time Units Vesting Date and Performance Units Vesting Date a number of shares of Common Stock equal to the aggregate number of Granted Time Units and Performance Units that vest as of such date; provided, however, that no shares of Common Stock will be issued in settlement of this award unless the issuance of shares complies with all relevant provisions of law and the requirements of any stock exchange upon which the shares of Common Stock may then be listed. No fractional shares of Common Stock will be issued. The Company will pay cash in respect of fractional shares of Common Stock. Notwithstanding anything to the contrary contained in this Section 4(a), and subject to Section 4(b), the number of shares of Common Stock deliverable to the Grantee shall equal: (i) if the Grantee has not incurred a Service Termination prior to the first Vesting anniversary of the Grant Date, the number of shares of Common Stock that vest on the first Vesting anniversary of the Grant Date and such shares shall be deliverable to the Grantee on the first date within the “short-term deferral period” (as defined in Treasury Reg. §1.409A-1(b)(4)) (the “Short-Term Deferral Period”) on which there is an Effective Registration in place, but in no event later than March 15,2011; (ii) if the Grantee has not incurred a Service Termination prior to the second anniversary of the Grant Date, the number of shares of Common Stock that vest on the second anniversary of the Grant Date and such shares shall be deliverable to the Grantee on the first date within the Short-Term Deferral Period on which there is an Effective Registration in place, but in no event later than March 15, 20102012; and (iiiii) if the Grantee has not incurred a Service Termination prior to the third anniversary of the Grant Date, the number of shares of Common Stock that vest on the third anniversary of the Grant Date and such shares shall be deliverable to the Grantee on the first date within the Short-Term Deferral Period on which there is an Effective Registration in place, but in no event later than March 15, 2013; provided, that if the Grantee incurs a Service Termination on or prior to March 15the delivery of any shares of Common Stock in accordance with this Section 4(a), 2010 and there is no Effective Registration in place, the Company shall deliver to the Grantee on the Termination Date the number of shares of Common Stock equal to the number of shares of Common Stock that (A) are vested but not yet delivered as of the Termination Date, if any, and (B) vest on the Termination Date in accordance with Section 3 herein, if any, and such shares shall be deliverable on the Termination Date, less a number of shares of Common Stock with an aggregate value sufficient to cover any applicable Withholding Tax, with the shares of Common Stock valued using the closing price of the Common Stock on the Termination Date.

Settlement Amount. Subject to Section 4(b) hereof, the Company shall deliver to the Grantee on each Time Units Vesting Date and Performance Units Vesting Date, a number of shares of Common Stock equal to the aggregate number of Granted Time Units and Performance Units that vest as of such date; provided, however, that no shares of Common Stock will be issued in settlement of this award unless the issuance of shares complies with all relevant provisions of law and the requirements of any stock exchange upon which the shares of Common Stock may then be listed. No fractional shares of Common Stock will be issued. The Company will pay cash in respect of fractional shares of Common Stock. Notwithstanding anything to the contrary contained in this Section 4(a), and subject to Section 4(b), the number of shares of Common Stock deliverable to the Grantee shall equal: (i) if the Grantee has not incurred a Service Termination prior to the first Vesting anniversary of the Grant Date, the number of shares of Common Stock that vest on the first Vesting anniversary of the Grant Date and such shares shall be deliverable to the Grantee on the first date within the “short-term deferral period” (as defined in Treasury Reg. §1.409A-1(b)(41.409A-l(b)(4)) (the “Short-Term Deferral Period”) on which there is an Effective Registration in place, but in no event later than March 15, 2010; and2011; (ii) if the Grantee incurs has not incurred a Service Termination on or prior to March 15the second anniversary of the Grant Date, 2010 the number of shares of Common Stock that vest on the second anniversary of the Grant Date and such shares shall be deliverable to the Grantee on the first date within the Short-Term Deferral Period on which there is no an Effective Registration in place, but in no event later than March 15, 2012; and (iii) if the Grantee has not incurred a Service Termination prior to the third anniversary of the Grant Date, the number of shares of Common Stock that vest on the third anniversary of the Grant Date and such shares shall be deliverable to the Grantee on the first date within the Short-Term Deferral Period on which there is an Effective Registration in place, but in no event later than March 15, 2013; provided, that if the Grantee incurs a Service Termination prior to the delivery of any shares of Common Stock in accordance with this Section 4(a), the Company shall deliver to the Grantee on the Termination Date the number of shares of Common Stock equal to the number of shares of Common Stock that (A) are vested but not yet delivered as of the Termination Date, if any, and (B) vest on the Termination Date in accordance with Section 3 herein, if any, and such shares shall be deliverable on the Termination Date, less a number of shares of Common Stock with an aggregate value sufficient to cover any applicable Withholding Tax, with the shares of Common Stock valued using the closing price of the Common Stock on the Termination Date.

Settlement Amount. Subject to Section 4(b) hereof, the Company shall deliver to the Grantee on each Vesting Date a number of shares of Common Stock equal to the aggregate number of Granted Units that vest as of such date; provided, however, that no shares of Common Stock will be issued in settlement of this award Award unless the issuance of shares complies with all relevant provisions of law and the requirements of any stock exchange upon which the shares of Common Stock may then be listed. No fractional shares of Common Stock will be issued. The Company will pay cash in respect of fractional shares of Common Stock. Notwithstanding anything to the contrary contained in this Section 4(a), and subject to Section 4(b), the number of shares of Common Stock deliverable to the Grantee shall equal: (i) if the Grantee has not incurred a Service Termination prior to the first Vesting anniversary of the Grant Date, the number of shares of Common Stock that vest on the first Vesting anniversary of the Grant Date and such shares shall be deliverable to the Grantee on the first date within the “short-term deferral period” (as defined in Treasury Reg. §1.409A-1(b)(41.409A-l(b)(4)) (the “Short-Term Deferral Period”) on which there is an Effective Registration in place, but in no event later than March 15, 2010; and2011; (ii) if the Grantee incurs has not incurred a Service Termination on or prior to March 15the second anniversary of the Grant Date, 2010 the number of shares of Common Stock that vest on the second anniversary of the Grant Date and such shares shall be deliverable to the Grantee on the first date within the Short-Term Deferral Period on which there is no an Effective Registration in place, but in no event later than March 15, 2012; and (iii) if the Grantee has not incurred a Service Termination prior to the third anniversary of the Grant Date, the number of shares of Common Stock that vest on the third anniversary of the Grant Date and such shares shall be deliverable to the Grantee on the first date within the Short-Term Deferral Period on which there is an Effective Registration in place, but in no event later than March 15, 2013; provided, that if the Grantee incurs a Service Termination prior to the delivery of any shares of Common Stock in accordance with this Section 4(a), the Company shall deliver to the Grantee on the Termination Date the number of shares of Common Stock equal to the number of shares of Common Stock that (A) are vested but not yet delivered as of the Termination Date, if any, and (B) vest on the Termination Date in accordance with Section 3 herein, if any, and such shares shall be deliverable on the Termination Date, less a number of shares of Common Stock with an aggregate value sufficient to cover any applicable Withholding Tax, with the shares of Common Stock valued using the closing price of the Common Stock on the Termination Date.

Settlement Amount. Subject to Section 4(b) hereof, the Company shall deliver to the Grantee on each Time Units Vesting Date and Performance Units Vesting Date a number of shares of Common Stock equal to the aggregate number of Granted Time Units and Performance Units that vest as of such date; provided, however, that no shares of Common Stock will be issued in settlement of this award unless the issuance of shares complies with all relevant provisions of law and the requirements of any stock exchange upon which the shares of Common Stock may then be listed. No fractional shares of Common Stock will be issued. The Company will pay cash in respect of fractional shares of Common Stock. Notwithstanding anything to the contrary contained in this Section 4(a), and subject to Section 4(b), the number of shares of Common Stock deliverable to the Grantee shall equal: (i) if the Grantee has not incurred a Service Termination prior to the first Vesting Dateanniversary of the April 6, 2009, the number of shares of Common Stock that vest on the first Vesting Date anniversary of the April 6, 2009 and such shares shall be deliverable to the Grantee on the first date within the “short-term deferral period” (as defined in Treasury Reg. §1.409A-1(b)(41.409A-l(b)(4)) (the “Short-Term Deferral Period”) on which there is an Effective Registration in place, but in no event later than March 15, 2010; and2011; (ii) if the Grantee incurs has not incurred a Service Termination on or prior to March 15the second anniversary of April 6, 2010 2009, the number of shares of Common Stock that vest on the second anniversary of April 6, 2009 and such shares shall be deliverable to the Grantee on the first date within the Short-Term Deferral Period on which there is no an Effective Registration in place, but in no event later than March 15, 2012; and (iii) if the Grantee has not incurred a Service Termination prior to the third anniversary of April 6, 2009, the number of shares of Common Stock that vest on the third anniversary of April 6, 2009 and such shares shall be deliverable to the Grantee on the first date within the Short-Term Deferral Period on which there is an Effective Registration in place, but in no event later than March 15, 2013; provided, that if the Grantee incurs a Service Termination prior to the delivery of any shares of Common Stock in accordance with this Section 4(a), the Company shall deliver to the Grantee on the Termination Date the number of shares of Common Stock equal to the number of shares of Common Stock that (A) are vested but not yet delivered as of the Termination Date, if any, and (B) vest on the Termination Date in accordance with Section 3 herein, if any, and such shares shall be deliverable on the Termination Date, less a number of shares of Common Stock with an aggregate value sufficient to cover any applicable Withholding Tax, with the shares of Common Stock valued using the closing price of the Common Stock on the Termination Date.

Settlement Amount. Subject to Section 4(b) hereof, the Company shall deliver to the Grantee on each Vesting Date a number of shares of Common Stock equal to the aggregate number of Granted Units that vest as of such date; provided, however, that no shares of Common Stock will be issued in settlement of this award unless the issuance of shares complies with all relevant provisions of law and the requirements of any stock exchange upon which the shares of Common Stock may then be listed. No fractional shares of Common Stock will be issued. The Company will pay cash in respect of fractional shares of Common Stock. Notwithstanding anything to the contrary contained in this Section 4(a), and subject to Section 4(b), the number of shares of Common Stock deliverable to the Grantee shall equal: (i) if the Grantee has not incurred a Service Termination prior to the first Vesting anniversary of the Grant Date, the number of shares of Common Stock that vest on the first Vesting anniversary of the Grant Date and such shares shall be deliverable to the Grantee on the first date within the “short-term deferral period” (as defined in Treasury Reg. §1.409A-1(b)(4)) (the “Short-Term Deferral Period”) on which there is an Effective Registration in place, but in no event later than March 15, 2010; and2011; (ii) if the Grantee incurs has not incurred a Service Termination on or prior to March 15, 2010 and there is no Effective Registration in placethe second anniversary of the Grant Date, the number of shares of Common Stock that vest on the second anniversary of the Grant Date and such shares shall be deliverable to the Grantee on the first date within the Short-Term Deferral Period on which there is an Effective Registration in place, but in no event later than March 15, 2012; and (Aiii) if the Grantee has not incurred a Service Termination prior to the third anniversary of the Grant Date, the number of shares of Common Stock that vest on the third anniversary of the Grant Date and such shares shall be deliverable to the Grantee on the first date within the Short-Term Deferral Period on which there is an Effective Registration in place, but in no event later than March 15, 2013; provided, that if the Grantee incurs a Service Termination prior to the delivery of any shares of Common Stock in accordance with this Section 4(a), the Company shall deliver to the Grantee on the Termination Date the number of shares of Common Stock equal to the number of shares of Common Stock that are vested but not yet delivered as of the Termination Date, if any, and (B) vest on the Termination Date in accordance with Section 3 herein, if any, and such shares shall be deliverable on the Termination Date, less a number of shares of Common Stock with an aggregate value sufficient to cover any applicable Withholding Tax, with the shares of Common Stock valued using the closing price of the Common Stock on the Termination Date.,