Common use of Settlement and Payment Clause in Contracts

Settlement and Payment. (a) Unless paid earlier pursuant to Sections 5(b) or 5(c) below, payment of 2012 Performance Awards that vest by reason of Section 2(a) or 2(b) above shall be made as soon as administratively practicable after the close of the 2012-2014 Performance Period. In no event shall such payment be made later than the 15th day of the third calendar month following the calendar month that includes the close of the 2012-2014 Performance Period. In the event a Change of Control occurs during the 2012-2014 Performance Period, the amount of such payment shall be determined as if each Performance Goal had been satisfied at the Maximum Level. (b) Upon Participant ceasing to serve as Chairman as a result of any circumstances or events that would constitute the Participant refusing to serve as Chairman if the provisions of Section 4(b) of the Service Agreement were applicable, the portion of the 2012 Performance Award that has vested by reason of Section 2(b) above, shall be paid as soon as administratively practicable after the close of the 2012-2014 Performance Period as if each Performance Goal had been satisfied at the Target Level, with no reduction for such date occurring prior to the close of the 2012-2014 Performance Period. In no event shall such payment be made later than the 15th day of the third calendar month following the calendar month that includes the close of the 2012-2014 Performance Period. (c) Upon Participant ceasing to serve as Chairman under circumstances resulting in vesting under Section 2(c) above, the entire 2012 Performance Award shall be paid as soon as administratively practicable after such cessation of service as if each Performance Goal had been satisfied at the Maximum Level, with no reduction for such date occurring prior to the close of the 2012-2014 Performance Period. In no event shall such payment be made later than the 15th day of the calendar month following the calendar month that includes the date of such cessation of service. (d) Settlement of all 2012 Performance Awards will be made by payment in cash.

Settlement and Payment. (a) Unless paid earlier pursuant to Sections 5(b) or 5(c) below, payment of 2012 2011 Performance Awards that vest by reason of Section 2(a) or 2(b) above shall be made as soon as administratively practicable after the close of the 20122011-2014 2013 Performance Period. In no event shall such payment be made later than the 15th day of the third calendar month following the calendar month that includes the close of the 20122011-2014 2013 Performance Period. In the event a Change of Control occurs during the 20122011-2014 2013 Performance Period, the amount of such payment shall be determined as if each Performance Goal had been satisfied at the Maximum Level. (b) Upon Participant ceasing to serve as Chairman pursuant to Section 4(b) of the Service Agreement, or from and after August 16, 2011, as a result of any circumstances or events that would constitute the Participant refusing to serve as Chairman if the provisions of Section 4(b) of the Service Agreement were applicable, the portion of the 2012 2011 Performance Award that has vested by reason of Section 2(b) above, shall be paid as soon as administratively practicable after the close of the 20122011-2014 2013 Performance Period as if each Performance Goal had been satisfied at the Target Level, with no reduction for such date occurring prior to the close of the 20122011-2014 2013 Performance Period. In no event shall such payment be made later than the 15th day of the third calendar month following the calendar month that includes the close of the 20122011-2014 2013 Performance Period. (c) Upon Participant ceasing to serve as Chairman under circumstances resulting in vesting under Section 2(c2(c)(i) or Section 2(c)(ii) above, the entire 2012 2011 Performance Award shall be paid as soon as administratively practicable after such cessation of service as if each Performance Goal had been satisfied at the Maximum Level, with no reduction for such date occurring prior to the close of the 20122011-2014 2013 Performance Period. In no event shall such payment be made later than the 15th day of the calendar month following the calendar month that includes the date of such cessation of service. (d) Settlement of all 2012 2011 Performance Awards will be made by payment in cash.

Settlement and Payment. (a) Unless paid earlier pursuant to Sections 5(b) or 5(c) below, payment of 2012 2009 Performance Awards that vest by reason of Section 2(a) or 2(b) above shall be made as soon as administratively practicable after the close of the 20122009-2014 2011 Performance Period. In no event shall such payment be made later than the 15th day of the third calendar month following the calendar month that includes the close of the 20122009-2014 2011 Performance Period. In the event a Change of Control occurs during the 20122009-2014 2011 Performance Period, the amount of such payment shall be determined as if each Performance Goal had been satisfied at the Maximum Level. (b) Upon Participant ceasing to serve as Chairman pursuant to Section 4(b) of the Service Agreement, or from and after August 16, 2011, as a result of any circumstances or events that would constitute the Participant refusing to serve as Chairman if the provisions of Section 4(b) of the Service Agreement were applicable, the portion of the 2012 2009 Performance Award that has vested by reason of Section 2(b) or Section 2(c)(ii)(B), respectively, above, shall be paid as soon as administratively practicable after the close of the 20122009-2014 2011 Performance Period as if each Performance Goal had been satisfied at the Target Level, with no reduction for such date occurring prior to the close of the 20122009-2014 2011 Performance Period. In no event shall such payment be made later than the 15th day of the third calendar month following the calendar month that includes the close of the 20122009-2014 2011 Performance Period. (c) Upon Participant ceasing to serve as Chairman under circumstances resulting in vesting under Section 2(c2(c)(i) or Section 2(c)(ii)(A) above, the entire 2012 2009 Performance Award shall be paid as soon as administratively practicable after such cessation of service as if each Performance Goal had been satisfied at the Maximum Level, with no reduction for such date occurring prior to the close of the 20122009-2014 2011 Performance Period. In no event shall such payment be made later than the 15th day of the calendar month following the calendar month that includes the date of such cessation of service. (d) Settlement of all 2012 2009 Performance Awards will be made by payment in cash.

Settlement and Payment. (a) Unless paid earlier pursuant to Sections 5(b) or 5(c) below, payment of 2012 2007 Performance Awards that vest by reason of Section Subparagraph 2(a) or 2(b) above of this Agreement shall be made as soon as administratively practicable after the close of the 20122007-2014 2009 Performance Period. In no event shall such payment be made later than the 15th day of the third calendar month following the calendar month that includes the close of the 20122007-2014 2009 Performance Period. In the event a Change of Control occurs during the 20122007-2014 2009 Performance Period, the amount of such payment shall be determined as if each Performance Goal had been satisfied at the Maximum Target Level. (b) Upon Participant ceasing to serve as Chairman as a result of any circumstances or events that would constitute the Participant refusing pursuant to serve as Chairman if the provisions of Section 4(b) of the Service Agreement were applicableAgreement, the portion of the 2012 2007 Performance Award that has vested by reason of Section Subparagraph 2(b) above, shall be paid as soon as administratively practicable after the close such cessation of the 2012-2014 Performance Period service as if each Performance Goal had been satisfied at the Target Level, with no reduction for such date occurring prior to the close of the 20122007-2014 2009 Performance Period. In no event shall such payment be made later than the 15th day of the third calendar month following the calendar month that includes the close date of the 2012-2014 Performance Periodsuch cessation of service. (c) Upon Participant ceasing to serve as Chairman under circumstances resulting in vesting under pursuant to Section 2(c4(a) aboveof the Service Agreement, the entire 2012 2007 Performance Award shall be paid as soon as administratively practicable after such cessation of service as if each Performance Goal had been satisfied at the Maximum Level, with no reduction for such date occurring prior to the close of the 20122007-2014 2009 Performance Period. In no event shall such payment be made later than the 15th day of the calendar month following the calendar month that includes the date of such cessation of service. (d) Settlement of all 2012 2007 Performance Awards will be made by payment in cash.

Settlement and Payment. (a) Unless paid earlier pursuant to Sections 5(b) or 5(c) below, payment of 2012 2010 Performance Awards that vest by reason of Section 2(a) or 2(b) above shall be made as soon as administratively practicable after the close of the 20122010-2014 2012 Performance Period. In no event shall such payment be made later than the 15th day of the third calendar month following the calendar month that includes the close of the 20122010-2014 2012 Performance Period. In the event a Change of Control occurs during the 20122010-2014 2012 Performance Period, the amount of such payment shall be determined as if each Performance Goal had been satisfied at the Maximum Level. (b) Upon Participant ceasing to serve as Chairman pursuant to Section 4(b) of the Service Agreement, or from and after August 16, 2011, as a result of any circumstances or events that would constitute the Participant refusing to serve as Chairman if the provisions of Section 4(b) of the Service Agreement were applicable, the portion of the 2012 2010 Performance Award that has vested by reason of Section 2(b) above, shall be paid as soon as administratively practicable after the close of the 20122010-2014 2012 Performance Period as if each Performance Goal had been satisfied at the Target Level, with no reduction for such date occurring prior to the close of the 20122010-2014 2012 Performance Period. In no event shall such payment be made later than the 15th day of the third calendar month following the calendar month that includes the close of the 20122010-2014 2012 Performance Period. (c) Upon Participant ceasing to serve as Chairman under circumstances resulting in vesting under Section 2(c2(c)(i) or Section 2(c)(ii) above, the entire 2012 2010 Performance Award shall be paid as soon as administratively practicable after such cessation of service as if each Performance Goal had been satisfied at the Maximum Level, with no reduction for such date occurring prior to the close of the 20122010-2014 2012 Performance Period. In no event shall such payment be made later than the 15th day of the calendar month following the calendar month that includes the date of such cessation of service. (d) Settlement of all 2012 2010 Performance Awards will be made by payment in cash.

Settlement and Payment. (a) Unless paid earlier pursuant to Sections 5(b) or 5(c) below, payment of 2012 2013 Performance Awards that vest by reason of Section 2(a) or 2(b) above shall be made as soon as administratively practicable after the close of the 20122013-2014 2015 Performance Period. In no event shall such payment be made later than the 15th day of the third calendar month following the calendar month that includes the close of the 20122013-2014 2015 Performance Period. In the event a Change of Control occurs during the 20122013-2014 2015 Performance Period, the amount of such payment shall be determined as if each Performance Goal had been satisfied at the Maximum Level. (b) Upon Participant ceasing to serve as Chairman as a result of any circumstances or events that would constitute the Participant refusing to serve as Chairman if the provisions of Section 4(b) of the Service Agreement were applicable, the portion of the 2012 2013 Performance Award that has vested by reason of Section 2(b) above, shall be paid as soon as administratively practicable after the close of the 20122013-2014 2015 Performance Period as if each Performance Goal had been satisfied at the Target Level, with no reduction for such date occurring prior to the close of the 20122013-2014 2015 Performance Period. In no event shall such payment be made later than the 15th day of the third calendar month following the calendar month that includes the close of the 20122013-2014 2015 Performance Period. (c) Upon Participant ceasing to serve as Chairman under circumstances resulting in vesting under Section 2(c) above, the entire 2012 2013 Performance Award shall be paid as soon as administratively practicable after such cessation of service as if each Performance Goal had been satisfied at the Maximum Level, with no reduction for such date occurring prior to the close of the 20122013-2014 2015 Performance Period. In no event shall such payment be made later than the 15th day of the calendar month following the calendar month that includes the date of such cessation of service. (d) Settlement of all 2012 2013 Performance Awards will be made by payment in cash.

Settlement and Payment. (a) Unless paid earlier pursuant to Sections 5(b) or 5(c) below, payment of 2012 2008 Performance Awards that vest by reason of Section Subparagraph 2(a) or 2(b) above of this Agreement shall be made as soon as administratively practicable after the close of the 20122008-2014 2010 Performance Period. In no event shall such payment be made later than the 15th day of the third calendar month following the calendar month that includes the close of the 20122008-2014 2010 Performance Period. In the event a Change of Control occurs during the 20122008-2014 2010 Performance Period, the amount of such payment shall be determined as if each Performance Goal had been satisfied at the Maximum Target Level. (b) Upon Participant ceasing to serve as Chairman as a result of any circumstances or events that would constitute the Participant refusing pursuant to serve as Chairman if the provisions of Section 4(b) of the Service Agreement were applicableAgreement, the portion of the 2012 2008 Performance Award that has vested by reason of Section Subparagraph 2(b) above, shall be paid as soon as administratively practicable after the close such cessation of the 2012-2014 Performance Period service as if each Performance Goal had been satisfied at the Target Level, with no reduction for such date occurring prior to the close of the 20122008-2014 2010 Performance Period. In no event shall such payment be made later than the 15th day of the third calendar month following the calendar month that includes the close date of the 2012-2014 Performance Periodsuch cessation of service. (c) Upon Participant ceasing to serve as Chairman under circumstances resulting in vesting under pursuant to Section 2(c4(a) aboveof the Service Agreement, the entire 2012 2008 Performance Award shall be paid as soon as administratively practicable after such cessation of service as if each Performance Goal had been satisfied at the Maximum Level, with no reduction for such date occurring prior to the close of the 20122008-2014 2010 Performance Period. In no event shall such payment be made later than the 15th day of the calendar month following the calendar month that includes the date of such cessation of service. (d) Settlement of all 2012 2008 Performance Awards will be made by payment in cash.