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

Settlement of Award; Delivery of Shares. (a) No certificate or certificates for 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 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 and been earned in accordance with the provisions of this Agreement, 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) within 70 days following the Vesting Date. Notwithstanding the foregoing, the following provisions shall apply: (a) any distributions as a result of a Change of Control as provided in Section 3(d)(i) shall be paid within 70 days following the date of the Change of Control; and (b) any distributions due to termination of employment or service following a Change of Control as provided in Section 3(d)(ii) shall be paid within 70 days following the Participant’s Termination Date. If the 70-day period described herein begins in one calendar year and ends in another, the Participant (or his beneficiary) shall not have the right to designate the calendar year of the 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), the 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 shall be subject to delay as provided in Section 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 Lawapplicable 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 and been earned in accordance with vested. Notwithstanding the foregoing, the following provisions of this Agreementshall apply: (a) except as provided under Section 4(b) herein or to the extent otherwise required or permitted under Code Section 409A, including Schedule A and Schedule B. Any any Shares or other benefits payable pursuant to the Award shall, upon vesting of the Award, be distributed to the Participant (or his beneficiary) within 70 days no later than the later of (i) the 15th day of the third month following the Vesting Date. Notwithstanding end of the foregoingParticipant’s first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or (ii) the following provisions shall apply: (a) any distributions as a result 15th day of a Change of Control as provided in Section 3(d)(i) shall be paid within 70 days the third month following the date end of the Change Company’s first taxable year in which the amount is no longer subject to a substantial risk of Controlforfeiture; and (b) any distributions 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 termination of employment or a separation from service following a Change of Control (as provided in defined under Code Section 3(d)(ii409A) upon Retirement, then the Shares shall be paid delivered to the Participant (or his beneficiary) within 70 ninety (90) calendar days following after the Participant’s Termination Date. If end of the 70-day Restriction Period (provided that if such ninety (90)-day period described herein begins in one calendar year and ends in another, the Participant (or his beneficiarybeneficiaries) shall not have the right to designate the calendar year of the 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 beneficiarypayment), the 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 foregoingand, provided, further, 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 409Adue to separation from service, then such distribution if made due to separation from service shall be subject to delay as provided in Section 20 18.22 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 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 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 and been earned in accordance with the provisions of this Agreement, including Schedule A and Schedule B. 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 earlier than the date of the first anniversary of the Service Period Completion Date, but in any event within 70 days following the Vesting 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 following provisions Settlement Date shall applybe 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; and (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 as provided in Section 3(d)(ii) 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 Performance Period. If the 70-day period described herein in this Section 4(a) begins in one calendar year and ends in another, the Participant (or his or her beneficiary) shall not have the right to designate the calendar year of the 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), the 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 shall be subject to delay as provided in Section 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 Common Stock on such date, multiplied by (ii) that number of Shares equal to the number of Target Units 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 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 earned, vested and vestedsettled); provided, however, that the amount of any Dividend Equivalent Rights that become earned earned, vested and vested entitled to settlement pursuant to the terms of this Agreement, Agreement and 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 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 vesting settlement 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 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 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 and been earned in accordance with the provisions of this Agreement, including Schedule A and Schedule B. 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) within 70 days following the Vesting Date. Notwithstanding the foregoing, the following provisions shall apply: (a) any distributions as a result of a Change of Control as provided in Section 3(d)(i) shall be paid within 70 days following the date of the Change of Control; and (b) any distributions due to termination of employment or service following a Change of Control as provided in Section 3(d)(ii) shall be paid within 70 days following the Participant’s Termination Date. If the 70-day period described herein begins in one calendar year and ends in another, the Participant (or his beneficiary) shall not have the right to designate the calendar year of the 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), the 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 shall be subject to delay as provided in Section 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, Agreement and 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 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 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 and been earned in accordance with the provisions of this Agreement, including Schedule A and Schedule B. 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) within 70 days following the Vesting Date. Notwithstanding the foregoingapplicable vesting date (including, for clarity, the following provisions shall apply: (a) any distributions as a result of a Change of Control as provided applicable vesting date in Section 3(d)(i) shall be paid within 70 days following the date event the employment of the Change of Control; and (b) any distributions Participant terminates due to termination of employment or service following a Change of Control as provided in Section 3(d)(ii) shall be paid within 70 days following the Participant’s Termination DateRetirement). If the such 70-day period described herein begins in one calendar year and ends in another, the Participant (or his or her beneficiary) shall not have the right to designate the calendar year of the 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), the 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 shall be subject to delay as provided in Section 20 of the Plan (or any successor provision thereto).409A. (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 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 Goalsearning, payment 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 earned, vested and vestedsettled); provided, however, that the amount of any Dividend Equivalent Rights that become earned earned, vested and vested entitled to settlement pursuant to the terms of this Agreement, Agreement and 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 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 vesting settlement 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 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 Lawapplicable 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 and been earned in accordance with the provisions of this Agreement, including Schedule A and Schedule B. 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) within 70 days following the Vesting Date. Notwithstanding the foregoing, the following provisions shall apply: (a) any distributions as a result of a Change of in Control as provided in Section 3(d)(i) shall be paid within 70 days following the date of the Change of in Control; and (b) any distributions due to termination of employment or service Employment following a Change of in Control as provided in Section 3(d)(ii) shall be paid within 70 days following the Participant’s Termination Datedate of termination of Employment. If the 70-day period described herein begins in one calendar year and ends in another, the Participant (or his beneficiary) shall not have the right to designate the calendar year of the 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), the 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 shall be subject to delay as provided in Section 20 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 Law 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, Agreement and 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 applicable federal, state or foreign securities or other laws, or under any Applicable Law (including, but not limited to, the requirements ruling or regulation of the Securities Act) any governmental body or national securities exchange that the Administrator 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. Notwithstanding The Company may elect to recognize the foregoing, the issuance of Shares may, in the CompanyParticipant’s discretion, be effected on a non-certificated basis, to the extent permitted under the Planownership 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.