Common use of Settlement and Election to Defer Settlement Clause in Contracts

Settlement and Election to Defer Settlement. RSUs granted hereunder, together with RSUs credited as a result of Dividend Equivalents, shall be settled by delivery of one Share for each RSU being settled. Settlement of an RSU granted hereunder shall occur upon the lapse of the risk of forfeiture of such RSU under Section 2, except settlement shall be deferred if Participant has validly elected to defer settlement in accordance with rules and requirements established by the Company from time to time in its sole discretion and this Section 4. Settlement of RSUs that directly or indirectly result from Dividend Equivalents on RSUs granted hereunder shall occur at the time of settlement of the granted RSU. Deferrals, if permitted, shall comply with requirements under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Participant shall make elections relating to such deferral at times meeting the requirements of Code Section 409A, using forms provided by the Company (such forms are separate from this Agreement). At any time that RSUs are treated as deferred compensation subject to Code Section 409A, (i) they will be subject to accelerated settlement under Section 10(b) of the Plan and Section 2(a) of this Agreement only if the Change in Control constitutes a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, within the meaning of Code Section 409A(a)(2)(A)(v), and (ii) settlement may not be accelerated in the discretion of the Company (except to the extent permitted under Proposed Treasury Regulation § 1.409A-3(h)(1) and (2)). At such time that RSUs are not treated as deferred compensation subject to Code Section 409A and Participant has no further right to elect deferral in conformity with Code Section 409A, RSUs shall be required to be settled promptly upon the lapse of the risk of forfeiture, and in any event such settlement must take place within 60 days after such lapse. It is understood that Code Section 409A and regulations thereunder may make it impractical for any such deferral to take place. Other provisions of this Agreement notwithstanding, under U.S. federal income tax laws and Treasury Regulations (including proposed regulations) as presently in effect or hereafter implemented, (i) if the timing of any distribution in settlement of RSUs would result in Participant’s constructive receipt of income relating to the RSUs prior to such distribution, the date of distribution will be the earliest date after the specified date of distribution that distribution can be effected without resulting in such constructive receipt; (ii) in furtherance of (i), any distribution the timing of which is tied to a termination of employment will be made only at the time that the Participant has a “separation from service” within the meaning of Code Section 409A(a)(2)(A)(i), and any such distribution shall occur not earlier until six months after separation from service if the Participant is a “Specified Employee” within the meaning of Code Section 409A(a)(2)(B)(i), if in either case the Participant otherwise would be subject to constructive receipt of income relating to the RSUs prior to such distribution; and (iii) any rights of Participant or retained authority of the Company with respect to RSUs hereunder shall be automatically modified and limited to the extent necessary so that Participant will not be deemed to be in constructive receipt of income relating to the RSUs prior to the distribution and so that Participant shall not be subject to any penalty under Section 409A. Any elective deferral will be subject to such additional terms and conditions as the Committee may impose. Please note that, even if you elect to defer settlement, the Company is required to withhold from you Medicare taxes at the applicable minimum statutory rate on the scheduled lapse date for the deferred RSUs. Such withholding will be based upon the aggregate Fair Market Value of the Shares underlying the deferred RSUs on the scheduled lapse date and will be deducted from your salary normally in the payroll that immediately follows the scheduled lapse date.

Settlement and Election to Defer Settlement. RSUs granted hereunder, together with RSUs credited as a result of Dividend Equivalents, shall be settled by delivery of one Share for each RSU being settled. Settlement of an RSU granted hereunder shall occur upon the lapse of the risk of forfeiture of such RSU under Section 2, except settlement shall be deferred if Participant has validly elected to defer settlement in accordance with rules and requirements established by the Company from time to time in its sole discretion and this Section 4. Settlement of RSUs that directly or indirectly result from Dividend Equivalents on RSUs granted hereunder shall occur at the time of settlement of the granted RSU. Deferrals, if permitted, shall comply with requirements under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Participant shall make elections relating to such deferral at times meeting the requirements of Code Section 409A, using forms provided by the Company (such forms are separate from this Agreement). At any time that RSUs are treated as deferred compensation subject to Code Section 409A, (i) they will be subject to accelerated settlement under Section 10(b) of the Plan and Section 2(a) of this Agreement only if the Change in Control constitutes a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, within the meaning of Code Section 409A(a)(2)(A)(v), and (ii) settlement may not be accelerated in the discretion of the Company (except to the extent permitted under Proposed Treasury Regulation § 1.409A-3(h)(1) and (2)). At such time that RSUs are not treated as deferred compensation subject to Code Section 409A and Participant has no further right to elect deferral in conformity with Code Section 409A, RSUs shall be required to be settled promptly upon the lapse of the risk of forfeiture, and in any event such settlement must take place within 60 days after such lapse. It is understood that Code Section 409A and regulations thereunder may make it impractical for any such deferral to take place. Other provisions of this Agreement notwithstanding, under U.S. federal income tax laws and Treasury Regulations (including proposed regulations) as presently in effect or hereafter implemented, (i) if the timing of any distribution in settlement of RSUs would result in Participant’s constructive receipt of income relating to the RSUs prior to such distribution, the date of distribution will be the earliest date after the specified date of distribution that distribution can be effected without resulting in such constructive receipt; and (ii) in furtherance of (i), any distribution the timing of which is tied to a termination of employment will be made only at the time that the Participant has a “separation from service” within the meaning of Code Section 409A(a)(2)(A)(i), and any such distribution shall occur not earlier until six months after separation from service if the Participant is a “Specified Employee” within the meaning of Code Section 409A(a)(2)(B)(i), if in either case the Participant otherwise would be subject to constructive receipt of income relating to the RSUs prior to such distribution; and (iii) any rights of Participant or retained authority of the Company with respect to RSUs hereunder shall be automatically modified and limited to the extent necessary so that Participant will not be deemed to be in constructive receipt of income relating to the RSUs prior to the distribution and so that Participant shall not be subject to any penalty under Section 409A. Any elective deferral will be subject to such additional terms and conditions as the Committee may impose. Please note that, even if you elect to defer settlement, the Company is required to withhold from you Medicare taxes at the applicable minimum statutory rate on the scheduled lapse date for the deferred RSUs. Such withholding will be based upon the aggregate Fair Market Value of the Shares underlying the deferred RSUs on the scheduled lapse date and will be deducted from your salary normally in the payroll that immediately follows the scheduled lapse date.

Settlement and Election to Defer Settlement. RSUs granted hereunder, together with RSUs credited as a result of Dividend Equivalents, shall be settled by delivery of one Share for each RSU being settled. Settlement of an RSU granted hereunder shall occur upon the lapse of the risk of forfeiture of such RSU under Section 2, except settlement shall be deferred in certain cases if so elected by Participant has validly elected to defer settlement in accordance with rules and requirements established by the Company from time to time in its sole discretion and this Section 4. Settlement of RSUs that which directly or indirectly result from Dividend Equivalents on RSUs granted hereunder shall occur at the time of settlement of the granted RSU. DeferralsBy filling out this Section 4, if permittedsigning, and returning this Agreement to the Human Resources Department at least six months prior to Scheduled Lapse Date (or such other deadline as may be specified by the Director of Human Resources), Participant may elect to defer the date of settlement of RSUs. An election hereunder shall comply with requirements under Section 409A be effective only in the case of RSUs which, but for the election, would have been settled more than six months after the filing of the Internal Revenue Code of 1986, as amended (the “Code”)election. Participant shall make elections relating Check Only One: ____ I hereby elect to such deferral at times meeting the requirements of Code Section 409A, using forms provided by the Company (such forms are separate from this Agreement). At any time that have my RSUs are treated as deferred compensation subject to Code Section 409A, (i) they will be subject to accelerated settlement under Section 10(b) of the Plan and Section 2(a) of this Agreement only if the Change in Control constitutes a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, within the meaning of Code Section 409A(a)(2)(A)(v), and (ii) settlement may not be accelerated in the discretion of the Company (except to the extent permitted under Proposed Treasury Regulation § 1.409A-3(h)(1) and (2)). At such time that RSUs are not treated as deferred compensation subject to Code Section 409A and Participant has no further right to elect deferral in conformity with Code Section 409A, RSUs shall be required to be settled promptly upon the lapse of the risk of forfeitureforfeiture under Section 2 (Note: This election will apply if you do not return the Agreement to the Company or if you do not check any box). ____ I hereby elect to defer the settlement of my RSUs until the first business day of the year (subject to accelerated settlement in the event of a Change of Control Event, and in any event such settlement must take place within 60 days after such lapse. It is understood that Code Section 409A and regulations thereunder may make it impractical death of the Participant, or Termination of Employment for any such deferral reason other than Retirement). ____ I hereby elect to take place. Other provisions of this Agreement notwithstanding, under U.S. federal income tax laws and Treasury Regulations (including proposed regulations) as presently in effect or hereafter implemented, (i) if defer the timing of any distribution in settlement of my RSUs would result in Participant’s constructive receipt until my Termination of income relating to the RSUs prior to such distribution, the date Employment for any reason. Termination of distribution will be the earliest date after the specified date of distribution that distribution can be effected without resulting in such constructive receipt; (ii) in furtherance of (i), any distribution the timing of which is tied to a termination of employment will be made only at the time that the Participant has a “separation from service” within the meaning of Code Section 409A(a)(2)(A)(i), and any such distribution shall occur not earlier until six months after separation from service if the Participant is a “Specified Employee” within the meaning of Code Section 409A(a)(2)(B)(i), if in either case the Participant otherwise would be subject to constructive receipt of income relating to the RSUs prior to such distribution; and (iii) any rights of Participant Employment includes my death or retained authority of the Company with respect to RSUs hereunder shall be automatically modified and limited to the extent necessary so that Participant will not be deemed to be in constructive receipt of income relating to the RSUs prior to the distribution and so that Participant shall not be subject to any penalty under Section 409A. Disability. [Any elective deferral will be subject to such additional terms and conditions as the Committee may impose. Please note that, even if you elect to defer settlement, including terms and conditions under the Company is required to withhold from you Medicare taxes at the applicable minimum statutory rate on the scheduled lapse date for the deferred RSUs. Such withholding will be based upon the aggregate Fair Market Value of the Shares underlying the deferred RSUs on the scheduled lapse date and will be deducted from your salary normally in the payroll that immediately follows the scheduled lapse dateCompany's 1999 Deferred Compensation Plan.]

Settlement and Election to Defer Settlement. RSUs granted hereunder, together with RSUs credited as a result of Dividend Equivalents, shall be settled by delivery of one Share for each RSU being settled. Settlement of an RSU granted hereunder shall occur upon the lapse of the risk of forfeiture of such RSU under Section 2, except settlement shall be deferred in certain cases if so elected by Participant has validly elected to defer settlement in accordance with rules and requirements established by the Company from time to time in its sole discretion and this Section 4. Settlement of RSUs that which directly or indirectly result from Dividend Equivalents on RSUs granted hereunder shall occur at the time of settlement of the granted RSU. DeferralsBy filling out this Section 4, if permittedsigning, and returning this Agreement to the Human Resources Department at least six months prior to Scheduled Lapse Date for any affected RSUs (or such other deadline as may be specified by the Director of Human Resources), Participant may elect to defer the date of settlement of RSUs. An election hereunder shall comply with requirements under Section 409A be effective only in the case of RSUs which, but for the election, would have been settled more than six months after the filing of the Internal Revenue Code of 1986, as amended (the “Code”)election. Participant shall make elections relating Check Only One: ____ I hereby elect to such deferral at times meeting the requirements of Code Section 409A, using forms provided by the Company (such forms are separate from this Agreement). At any time that have my RSUs are treated as deferred compensation subject to Code Section 409A, (i) they will be subject to accelerated settlement under Section 10(b) of the Plan and Section 2(a) of this Agreement only if the Change in Control constitutes a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, within the meaning of Code Section 409A(a)(2)(A)(v), and (ii) settlement may not be accelerated in the discretion of the Company (except to the extent permitted under Proposed Treasury Regulation § 1.409A-3(h)(1) and (2)). At such time that RSUs are not treated as deferred compensation subject to Code Section 409A and Participant has no further right to elect deferral in conformity with Code Section 409A, RSUs shall be required to be settled promptly upon the lapse of the risk of forfeitureforfeiture under Section 2 (Note: This election will apply if you do not return the Agreement to the Company or if you do not check any box). ____ I hereby elect to defer the settlement of my RSUs until the first business day of the year (subject to accelerated settlement in the event of a Change of Control Event, and in any event such settlement must take place within 60 days after such lapse. It is understood that Code Section 409A and regulations thereunder may make it impractical death of the Participant, or Termination of Employment for any such deferral reason other than Retirement). ____ I hereby elect to take place. Other provisions of this Agreement notwithstanding, under U.S. federal income tax laws and Treasury Regulations (including proposed regulations) as presently in effect or hereafter implemented, (i) if defer the timing of any distribution in settlement of my RSUs would result in Participant’s constructive receipt until my Termination of income relating to the RSUs prior to such distribution, the date Employment for any reason. Termination of distribution will be the earliest date after the specified date of distribution that distribution can be effected without resulting in such constructive receipt; (ii) in furtherance of (i), any distribution the timing of which is tied to a termination of employment will be made only at the time that the Participant has a “separation from service” within the meaning of Code Section 409A(a)(2)(A)(i), and any such distribution shall occur not earlier until six months after separation from service if the Participant is a “Specified Employee” within the meaning of Code Section 409A(a)(2)(B)(i), if in either case the Participant otherwise would be subject to constructive receipt of income relating to the RSUs prior to such distribution; and (iii) any rights of Participant Employment includes my death or retained authority of the Company with respect to RSUs hereunder shall be automatically modified and limited to the extent necessary so that Participant will not be deemed to be in constructive receipt of income relating to the RSUs prior to the distribution and so that Participant shall not be subject to any penalty under Section 409A. Disability. [Any elective deferral will be subject to such additional terms and conditions as the Committee may impose. Please note that, even if you elect to defer settlement, including terms and conditions under the Company is required to withhold from you Medicare taxes at the applicable minimum statutory rate on the scheduled lapse date for the deferred RSUs. Such withholding will be based upon the aggregate Fair Market Value of the Shares underlying the deferred RSUs on the scheduled lapse date and will be deducted from your salary normally in the payroll that immediately follows the scheduled lapse dateCompany's 1999 Deferred Compensation Plan.]