Common use of Settlement of Award; Delivery of Shares Clause in Contracts

Settlement of Award; Delivery of Shares. No certificate or certificates for the Shares shall be issued at the time of grant of the Award. A certificate or certificates for the Shares underlying the Award (or, in the case of uncertificated Shares, other written evidence of ownership in accordance with applicable laws) shall be issued in the name of the Participant (or his beneficiary) only in the event, and to the extent, that the Award has vested. Notwithstanding the foregoing, the following provisions shall apply: (a) except as provided under Section 4(b) herein or to the extent otherwise required or permitted under Code Section 409A, any Shares or other benefits payable pursuant to the Award shall, upon vesting of the Award, be distributed to the Participant (or his beneficiary) no later than the later of (i) the 15th day of the third month following the end of the Participant’s first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or (ii) the 15th day of the third month following the end of the Company’s first taxable year in which the amount is no longer subject to a substantial risk of forfeiture; and (b) in the event that the Participant is subject to taxation under Code Section 409A and the Restriction Period ends (and the Award vests) due to a separation from service (as defined under Code Section 409A) upon Retirement, then the Shares shall be delivered to the Participant (or his beneficiary) within ninety (90) calendar days after the end of the Restriction Period (provided that if such ninety (90)-day period begins in one calendar year and ends in another, the Participant (or his beneficiaries) shall not have the right to designate the calendar year of payment), and, provided, further, if the Participant is or may be a “specified employee” (as defined under Code Section 409A), and the distribution is due to separation from service, then such distribution shall be subject to delay as provided in Section 18.22 of the Plan (or any successor provision thereto).

Settlement of Award; Delivery of Shares. (a) No certificate or certificates for the Shares shall be issued at the time of grant of the Award. A certificate or certificates for the Shares underlying the Award (or, in the case of uncertificated Shares, other written evidence of ownership in accordance with applicable lawsApplicable Law) shall be issued in the name of the Participant (or his beneficiary) only in the event, and to the extent, that the Award has vested. Notwithstanding vested and been earned in accordance with the foregoingprovisions of this Agreement, the following provisions shall apply: (a) except as provided under Section 4(b) herein or to the extent otherwise required or permitted under Code Section 409A, any including Schedule A and Schedule B. Any Shares or other benefits payable pursuant to the Award shall, upon vesting of the Award, be distributed to the Participant (or his beneficiary) no later than within 70 days following the later Vesting Date. Notwithstanding the foregoing, the following provisions shall apply: (a) any distributions as a result of (ia Change of Control as provided in Section 3(d)(i) shall be paid within 70 days following the 15th day date of the third month following the end Change of the Participant’s first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or (ii) the 15th day of the third month following the end of the Company’s first taxable year in which the amount is no longer subject to a substantial risk of forfeitureControl; and (b) in the event that the Participant is subject to taxation under Code Section 409A and the Restriction Period ends (and the Award vests) any distributions due to termination of employment or service following a separation from service (Change of Control as defined under Code provided in Section 409A3(d)(ii) upon Retirement, then the Shares shall be delivered to paid within 70 days following the Participant (or his beneficiary) within ninety (90) calendar days after Participant’s Termination Date. If the end of the Restriction Period (provided that if such ninety (90)-day 70-day period described herein begins in one calendar year and ends in another, the Participant (or his beneficiariesbeneficiary) shall not have the right to designate the calendar year of paymentthe payment (except as otherwise provided below with respect to a delay in payments if the Participant is a “specified employee”). Further, if calculation of the amount of the payment is not administratively practicable due to events beyond the control of the Participant (or his beneficiary), and, provided, furtherthe payment will be treated as made within the applicable 70-day time period specified herein if the payment is made during the first taxable year of the Participant in which the calculation of the amount of the payment is administratively practicable or otherwise in accordance with Code Section 409A. Notwithstanding the foregoing, if the Participant is or may be a “specified employee” (as defined under Code Section 409A), and the distribution is considered deferred compensation under Code Section 409A, then such distribution if made due to separation from service, then such distribution service shall be subject to delay as provided in Section 18.22 20 of the Plan (or any successor provision thereto). (b) Except as otherwise provided in this Section 4(b), the Participant shall not be deemed to be the holder of any Shares subject to the Award and shall not have any dividend rights, voting rights or other rights as a stockholder unless and until (and only to the extent that) the Award has vested and certificates for such Shares have been issued to him (or, in the case of uncertificated shares, other written evidence of ownership in accordance with Applicable Law shall have been provided). As of any date that the Company pays an ordinary cash dividend on its common stock, the Company shall credit to the Participant’s book account a dollar amount equal to (i) the per share cash dividend paid by the Company on its common stock on such date, multiplied by (ii) that number of Shares equal to the number of Target Units set forth on the signature page hereto (a “Dividend Equivalent Right”). Any Dividend Equivalent Rights credited pursuant to the foregoing provisions of this Section 4(b) shall be subject to the same vesting, Performance Goals, payment and other terms, conditions and restrictions as the Shares subject to the Award (and, for clarification, shall not be paid unless and until the corresponding portion of the Shares subject to the Award have been earned and vested); provided, however, that the amount of any Dividend Equivalent Rights that become earned and vested pursuant to the terms of this Agreement, Schedule A and Schedule B shall be paid in cash. (c) Notwithstanding any other provision of the Plan or this Agreement to the contrary, no Shares shall be distributable upon vesting of the Award prior to the completion of any registration or qualification of the Award or the Shares under any Applicable Law (including, but not limited to, the requirements of the Securities Act) that the Administrator shall in its sole discretion determine to be necessary or advisable. (d) The Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to him (subject to any Code Section 409A requirements), any loss of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. Notwithstanding the foregoing, the issuance of Shares may, in the Company’s discretion, be effected on a non-certificated basis, to the extent permitted under the Plan. (e) The Award, if vested in accordance with the terms of this Agreement, shall be payable in whole Shares. The total number of Shares that may be acquired upon vesting of the Award (or portion thereof) shall be rounded down to the nearest whole share.

Settlement of Award; Delivery of Shares. (a) No certificate or certificates for the Shares shall be issued at the time of grant of the Award. A certificate or certificates for the Shares underlying the Award (or, in the case of uncertificated Shares, other written evidence of ownership in accordance with applicable lawsApplicable Law) shall be issued in the name of the Participant (or his or her beneficiary) only in the event, and to the extent, that the Award has vested. Notwithstanding vested and been earned in accordance with the foregoingprovisions of this Agreement, the following provisions shall apply: (a) except as provided under Section 4(b) herein or to the extent otherwise required or permitted under Code Section 409A, any including Schedule A. Any Shares or other benefits payable pursuant to the Award shall, upon vesting and earning of the AwardAward as determined pursuant to Section 3, be distributed to the Participant (or his or her beneficiary) no later than the later of (i) the 15th day of the third month within 70 days following the end of applicable vesting date (including, for clarity, the Participant’s first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or (ii) the 15th day of the third month following the end of the Company’s first taxable year in which the amount is no longer subject to a substantial risk of forfeiture; and (b) applicable vesting date in the event that the employment of the Participant is subject to taxation under Code Section 409A and the Restriction Period ends (and the Award vests) terminates due to a separation from service (as defined under Code Section 409A) upon Retirement, then the Shares shall be delivered to the Participant (or his beneficiary) within ninety (90) calendar days after the end of the Restriction Period (provided that if ). If such ninety (90)-day 70-day period begins in one calendar year and ends in another, the Participant (or his beneficiariesor her beneficiary) shall not have the right to designate the calendar year of payment), and, provided, further, the payment (except as permitted by Code Section 409A or otherwise provided below with respect to a delay in payments if the Participant is or may be a “specified employee” ”). Further, if calculation of the amount of the payment is not administratively practicable due to events beyond the control of the Participant (or his or her beneficiary), the payment will be treated as defined under made within the applicable 70-day time period specified herein if the payment is made during the first taxable year of the Participant in which the calculation of the amount of the payment is administratively practicable or otherwise in accordance with Code Section 409A409A. (b) Except as otherwise provided in this Section 4(b), the Participant shall not be deemed to be the holder of any Shares subject to the Award and shall not have any dividend rights, voting rights or other rights as a stockholder unless and until (and only to the distribution is due extent that) the Award has vested and been earned and certificates for such Shares have been issued to separation from servicehim or her (or, then in the case of uncertificated shares, other written evidence of ownership in accordance with Applicable Law shall have been provided). As of any date that the Company pays an ordinary cash dividend on its common stock, the Company shall credit to the Participant’s book account a dollar amount equal to (i) the per share cash dividend paid by the Company on its Common Stock on such distribution date, multiplied by (ii) that number of Shares set forth on the signature page hereto (a “Dividend Equivalent Right”). Any Dividend Equivalent Rights credited pursuant to the foregoing provisions of this Section 4(b) shall be subject to delay the same vesting, earning, payment, and other terms, conditions and restrictions as provided the Shares subject to the Award (and, for clarification, shall not be paid unless and until the corresponding portion of the Shares subject to the Award have been earned, vested and settled); provided, however, that the amount of any Dividend Equivalent Rights that become earned, vested and entitled to settlement pursuant to the terms of this Agreement and Schedule A shall be paid in Section 18.22 cash. (c) Notwithstanding any other provision of the Plan or this Agreement to the contrary, no Shares shall be distributable upon vesting of the Award prior to the completion of any registration or qualification of the Award or the Shares under any Applicable Law (including, but not limited to, the requirements of the Securities Act) that the Administrator shall in its sole discretion determine to be necessary or advisable. (d) The Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to him or her (subject to any Code Section 409A requirements), any loss of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. Notwithstanding the foregoing, the issuance of Shares may, in the Company’s discretion, be effected on a non-certificated basis, to the extent permitted under the Plan. (e) The Award, if vested in accordance with the terms of this Agreement, shall be payable in whole Shares. The total number of Shares that may be acquired upon settlement of the Award (or any successor provision thereto)portion thereof) shall be rounded down to the nearest whole share.

Settlement of Award; Delivery of Shares. (a) No certificate or certificates for the Shares shall be issued at the time of grant of the Award. A certificate or certificates for the Shares underlying the Award (or, in the case of uncertificated Shares, other written evidence of ownership in accordance with applicable laws) shall be issued in the name of the Participant (or his beneficiary) only in the event, and to the extent, that the Award has vested. Notwithstanding vested and been earned in accordance with the foregoingprovisions of this Agreement, the following provisions shall apply: (a) except as provided under Section 4(b) herein or to the extent otherwise required or permitted under Code Section 409A, any including Schedule A. Any Shares or other benefits payable pursuant to the Award shall, upon vesting of the Award, be distributed to the Participant (or his beneficiary) no later than within 70 days following the later Vesting Date. Notwithstanding the foregoing, the following provisions shall apply: (a) any distributions as a result of (ia Change in Control as provided in Section 3(d)(i) shall be paid within 70 days following the 15th day date of the third month following the end of the Participant’s first taxable year Change in which the amount is no longer subject to a substantial risk of forfeiture, or (ii) the 15th day of the third month following the end of the Company’s first taxable year in which the amount is no longer subject to a substantial risk of forfeitureControl; and (b) in the event that the Participant is subject to taxation under Code Section 409A and the Restriction Period ends (and the Award vests) any distributions due to termination of Employment following a separation from service (Change in Control as defined under Code provided in Section 409A3(d)(ii) upon Retirement, then the Shares shall be delivered to paid within 70 days following the Participant (or his beneficiary) within ninety (90) calendar days after date of termination of Employment. If the end of the Restriction Period (provided that if such ninety (90)-day 70-day period described herein begins in one calendar year and ends in another, the Participant (or his beneficiariesbeneficiary) shall not have the right to designate the calendar year of paymentthe payment (except as otherwise provided below with respect to a delay in payments if the Participant is a “specified employee”). Further, if calculation of the amount of the payment is not administratively practicable due to events beyond the control of the Participant (or his beneficiary), and, provided, furtherthe payment will be treated as made within the applicable 70-day time period specified herein if the payment is made during the first taxable year of the Participant in which the calculation of the amount of the payment is administratively practicable or otherwise in accordance with Code Section 409A. Notwithstanding the foregoing, if the Participant is or may be a “specified employee” (as defined under Code Section 409A), and the distribution is considered deferred compensation under Code Section 409A, then such distribution if made due to separation from service, then such distribution service shall be subject to delay as provided in Section 18.22 19 of the Plan (or any successor provision thereto). (b) Except as otherwise provided in this Section 4(b), the Participant shall not be deemed to be the holder of any Shares subject to the Award and shall not have any dividend rights, voting rights or other rights as a stockholder unless and until (and only to the extent that) the Award has vested and certificates for such Shares have been issued to him (or, in the case of uncertificated shares, other written evidence of ownership in accordance with applicable laws shall have been provided). As of any date that the Company pays an ordinary cash dividend on its common stock, the Company shall credit to the Participant’s book account a dollar amount equal to (i) the per share cash dividend paid by the Company on its common stock on such date, multiplied by (ii) that number of Shares equal to the number of Target Units set forth on the signature page hereto (a “Dividend Equivalent Right”). Any Dividend Equivalent Rights credited pursuant to the foregoing provisions of this Section 4(b) shall be subject to the same vesting, Performance Goals, payment and other terms, conditions and restrictions as the Shares subject to the Award (and, for clarification, shall not be paid unless and until the corresponding portion of the Shares subject to the Award have been earned and vested); provided, however, that the amount of any Dividend Equivalent Rights that become earned and vested pursuant to the terms of this Agreement and Schedule A shall be paid in cash. (c) Notwithstanding any other provision of the Plan or this Agreement to the contrary, no Shares shall be distributable upon vesting of the Award prior to the completion of any registration or qualification of the Award or the Shares under applicable federal, state or foreign securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable. (d) The Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to him (subject to any Code Section 409A requirements), any loss of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. The Company may elect to recognize the Participant’s ownership through uncertificated book entry. (e) The Award, if vested in accordance with the terms of this Agreement, shall be payable in whole Shares. The total number of Shares that may be acquired upon vesting of the Award (or portion thereof) shall be rounded down to the nearest whole share.

Settlement of Award; Delivery of Shares. (a) No certificate or certificates for the Shares shall be issued at the time of grant of the Award. A certificate or certificates for the Shares underlying the Award (or, in the case of uncertificated Shares, other written evidence of ownership in accordance with applicable lawsApplicable Law) shall be issued in the name of the Participant (or his beneficiary) only in the event, and to the extent, that the Award has vested. Notwithstanding vested and been earned in accordance with the foregoingprovisions of this Agreement, the following provisions shall apply: (a) except as provided under Section 4(b) herein or to the extent otherwise required or permitted under Code Section 409A, any including Schedule A. Any Shares or other benefits payable pursuant to the Award shall, upon vesting of the Award, be distributed to the Participant (or his beneficiary) no later than within 70 days following the later Vesting Date. Notwithstanding the foregoing, the following provisions shall apply: (a) any distributions as a result of (ia Change of Control as provided in Section 3(d)(i) shall be paid within 70 days following the 15th day date of the third month following the end Change of the Participant’s first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or (ii) the 15th day of the third month following the end of the Company’s first taxable year in which the amount is no longer subject to a substantial risk of forfeitureControl; and (b) in the event that the Participant is subject to taxation under Code Section 409A and the Restriction Period ends (and the Award vests) any distributions due to termination of employment or service following a separation from service (Change of Control as defined under Code provided in Section 409A3(d)(ii) upon Retirement, then the Shares shall be delivered to paid within 70 days following the Participant (or his beneficiary) within ninety (90) calendar days after Participant’s Termination Date. If the end of the Restriction Period (provided that if such ninety (90)-day 70-day period described herein begins in one calendar year and ends in another, the Participant (or his beneficiariesbeneficiary) shall not have the right to designate the calendar year of paymentthe payment (except as otherwise provided below with respect to a delay in payments if the Participant is a “specified employee”). Further, if calculation of the amount of the payment is not administratively practicable due to events beyond the control of the Participant (or his beneficiary), and, provided, furtherthe payment will be treated as made within the applicable 70-day time period specified herein if the payment is made during the first taxable year of the Participant in which the calculation of the amount of the payment is administratively practicable or otherwise in accordance with Code Section 409A. Notwithstanding the foregoing, if the Participant is or may be a “specified employee” (as defined under Code Section 409A), and the distribution is considered deferred compensation under Code Section 409A, then such distribution if made due to separation from service, then such distribution service shall be subject to delay as provided in Section 18.22 20 of the Plan (or any successor provision thereto). (b) Except as otherwise provided in this Section 4(b), the Participant shall not be deemed to be the holder of any Shares subject to the Award and shall not have any dividend rights, voting rights or other rights as a stockholder unless and until (and only to the extent that) the Award has vested and certificates for such Shares have been issued to him (or, in the case of uncertificated shares, other written evidence of ownership in accordance with Applicable Law shall have been provided). As of any date that the Company pays an ordinary cash dividend on its common stock, the Company shall credit to the Participant’s book account a dollar amount equal to (i) the per share cash dividend paid by the Company on its common stock on such date, multiplied by (ii) that number of Shares equal to the number of Target Units set forth on the signature page hereto (a “Dividend Equivalent Right”). Any Dividend Equivalent Rights credited pursuant to the foregoing provisions of this Section 4(b) shall be subject to the same vesting, Performance Goals, payment and other terms, conditions and restrictions as the Shares subject to the Award (and, for clarification, shall not be paid unless and until the corresponding portion of the Shares subject to the Award have been earned and vested); provided, however, that the amount of any Dividend Equivalent Rights that become earned and vested pursuant to the terms of this Agreement and Schedule A shall be paid in cash. (c) Notwithstanding any other provision of the Plan or this Agreement to the contrary, no Shares shall be distributable upon vesting of the Award prior to the completion of any registration or qualification of the Award or the Shares under any Applicable Law (including, but not limited to, the requirements of the Securities Act) that the Administrator shall in its sole discretion determine to be necessary or advisable. (d) The Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to him (subject to any Code Section 409A requirements), any loss of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. Notwithstanding the foregoing, the issuance of Shares may, in the Company’s discretion, be effected on a non-certificated basis, to the extent permitted under the Plan. (e) The Award, if vested in accordance with the terms of this Agreement, shall be payable in whole Shares. The total number of Shares that may be acquired upon vesting of the Award (or portion thereof) shall be rounded down to the nearest whole share.

Settlement of Award; Delivery of Shares. (a) No certificate or certificates for the Shares shall be issued at the time of grant of the Award. A certificate or certificates for the Shares underlying the Award (or, in the case of uncertificated Shares, other written evidence of ownership in accordance with applicable lawsApplicable Law) shall be issued in the name of the Participant (or his or her beneficiary) only in the event, and to the extent, that the Award has vested. Notwithstanding vested and been earned in accordance with the foregoingprovisions of this Agreement, the following provisions shall apply: (a) except as provided under Section 4(b) herein or to the extent otherwise required or permitted under Code Section 409A, any including Schedule A. Any Shares or other benefits payable pursuant to the Award shallshall (except as otherwise provided in this Section 4(a) in the event of a Change of Control), upon vesting and earning of the Award, be distributed to the Participant (or his or her beneficiary) no later earlier than the later of (i) the 15th day date of the third month first anniversary of the Service Period Completion Date, but in any event within 70 days following the first anniversary of the Service Period Completion Date (such date of distribution, the “Settlement Date”); provided that, if the Participant’s employment is terminated due to Cause prior to the Settlement Date (for clarity, including but not limited to termination during the period between the Service Period Completion Date and the Settlement Date), then the Award shall be forfeited in its entirety and the Participant shall have no rights with respect to the Award or any Share or other benefits underlying the Award. Notwithstanding the foregoing, the Settlement Date shall be determined as follows in the event of a Change of Control: (a) any distributions as a result of a Change of Control as provided in Section 3(d)(i) or as provided in Section 3(d)(ii) due to a termination of employment not for Cause by the Company or an Affiliate or by the Participant for Good Reason within six months before the Change of Control shall be paid within 70 days following the date of the Change of Control; (b) any distributions under Section 3(d)(ii) due to the termination of employment or service by the Company or an Affiliate not for Cause or by the Participant for Good Reason within one year following a Change of Control shall be paid within 70 days following the Participant’s Termination Date; and (c) any distributions as a result of a Change of Control as provided in Section 3(d)(ii) other than due to a termination of employment by the Company or an Affiliate not for Cause or by the Participant for Good Reason (that is, a distribution as a result of continued employment or service until the end of the Performance Period) shall be paid within 70 days following the end of the Participant’s first taxable year Performance Period. If the 70-day period described in which the amount is no longer subject to a substantial risk of forfeiture, or (iithis Section 4(a) the 15th day of the third month following the end of the Company’s first taxable year in which the amount is no longer subject to a substantial risk of forfeiture; and (b) in the event that the Participant is subject to taxation under Code Section 409A and the Restriction Period ends (and the Award vests) due to a separation from service (as defined under Code Section 409A) upon Retirement, then the Shares shall be delivered to the Participant (or his beneficiary) within ninety (90) calendar days after the end of the Restriction Period (provided that if such ninety (90)-day period begins in one calendar year and ends in another, the Participant (or his beneficiariesor her beneficiary) shall not have the right to designate the calendar year of paymentthe payment (except as permitted by Code Section 409A or otherwise provided below with respect to a delay in payments if the Participant is a “specified employee”). Further, if calculation of the amount of the payment is not administratively practicable due to events beyond the control of the Participant (or his or her beneficiary), and, provided, furtherthe payment will be treated as made within the applicable 70-day time period specified herein if the payment is made during the first taxable year of the Participant in which the calculation of the amount of the payment is administratively practicable or otherwise in accordance with Code Section 409A. Notwithstanding the foregoing, if the Participant is or may be a “specified employee” (as defined under Code Section 409A), and the distribution is considered deferred compensation under Code Section 409A, then such distribution if made due to separation from service, then such distribution service shall be subject to delay as provided in Section 18.22 20 of the Plan (or any successor provision thereto). (b) Except as otherwise provided in this Section 4(b), the Participant shall not be deemed to be the holder of any Shares subject to the Award and shall not have any dividend rights, voting rights or other rights as a stockholder unless and until (and only to the extent that) the Award has vested and been earned and certificates for such Shares have been issued to him or her (or, in the case of uncertificated shares, other written evidence of ownership in accordance with Applicable Law shall have been provided). As of any date that the Company pays an ordinary cash dividend on its common stock, the Company shall credit to the Participant’s book account a dollar amount equal to (i) the per share cash dividend paid by the Company on its Common Stock on such date, multiplied by (ii) that number of Shares equal to the number of Target PRSUs (“Target PRSUs”) set forth on the signature page hereto (a “Dividend Equivalent Right”). Any Dividend Equivalent Rights credited pursuant to the foregoing provisions of this Section 4(b) shall be subject to the same vesting, earning, Performance Goals, payment, and other terms, conditions and restrictions as the Shares subject to the Award (and, for clarification, shall not be paid unless and until the corresponding portion of the Shares subject to the Award have been earned, vested and settled); provided, however, that the amount of any Dividend Equivalent Rights that become earned, vested and entitled to settlement pursuant to the terms of this Agreement and Schedule A shall be paid in cash. (c) Notwithstanding any other provision of the Plan or this Agreement to the contrary, no Shares shall be distributable upon vesting of the Award prior to the completion of any registration or qualification of the Award or the Shares under any Applicable Law (including, but not limited to, the requirements of the Securities Act) that the Administrator shall in its sole discretion determine to be necessary or advisable. (d) The Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to him or her (subject to any Code Section 409A requirements), any loss of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. Notwithstanding the foregoing, the issuance of Shares may, in the Company’s discretion, be effected on a non-certificated basis, to the extent permitted under the Plan. (e) The Award, if vested in accordance with the terms of this Agreement, shall be payable in whole Shares. The total number of Shares that may be acquired upon settlement of the Award (or portion thereof) shall be rounded down to the nearest whole share.