Common use of Settlement of Restricted Stock Units Clause in Contracts

Settlement of Restricted Stock Units. Subject to the terms of the Plan and this Agreement, Restricted Stock Units shall be settled in Shares, provided that Participant has satisfied any Tax-Related Items pursuant to Section 8 below. Shares will be issued to Participant within 70 days following the applicable Vesting Date unless subject to the terms of the Company’s deferred compensation plan; provided, however, that if the Participant is subject to taxation in the U.S. (a “U.S. Taxpayer”), the Restricted Stock Units vest pursuant to Section 1.6 below and the Restricted Stock Units are considered “non-qualified deferred compensation” subject to Section 409A of the Code (“Code Section 409A,” and such compensation, “Deferred Compensation”), the Shares will be issued in accordance with the following schedule: (i) if the termination event giving rise to the vesting acceleration occurs prior to the Change in Control and the Change in Control constitutes a “change in control event” (within the meaning of U.S. Treasury Regulation 1.409A-3(i)(5)(i)) (a “409A CIC”), the Shares will be issued on the date of the Change in Control, and if the Change in Control does not constitute a 409A CIC, the Shares will be issued on the date that is six months following the Participant’s “separation from service” (within the meaning of Code Section 409A) (a “Separation from Service”); (ii) if the termination event giving rise to the vesting acceleration occurs on or following the Change in Control and the Change in Control constitutes a 409A CIC, then the Shares will be issued within 30 days following the Participant’s Separation from Service, and if the Change in Control is not a 409A CIC, then the Shares will be issued on the date that is six months following the Participant’s Separation from Service. Notwithstanding the foregoing, for purposes of complying with Code Section 409A, if the Participant is a U.S. Taxpayer, the Restricted Stock Units are considered Deferred Compensation and the Restricted Stock Units are to be settled in connection with a termination contemplated under Section 1.6 below, the Company and the Participant shall take all steps necessary (including with regard to any post-termination services by the Participant) to ensure that a termination contemplated under Section 1.6 constitutes a Separation from Service. In addition, if the Restricted Stock Units are Deferred Compensation, the Restricted Stock Units are settled upon the Participant’s Separation from Service and the Participant is a “specified employee,” within the meaning of Code Section 409A, on the date the Participant experiences a Separation from Service, then the Shares will be issued on the first business day of the seventh month following the Participant’s Separation from Service, or, if earlier, on the date of the Participant’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A.

Settlement of Restricted Stock Units. Subject to Section 7(d), the terms Company shall deliver to the Participant the value of one share of Stock in settlement of each outstanding Restricted Stock Unit that has vested as provided in Section 2 on the first to occur of (i) the Vesting Date, (ii) in the event of a Termination of Service due to death, Disability or Retirement, (A) as soon as reasonably practicable after such Termination of Service or (B) notwithstanding the preceding clause (A), if the Participant is a United States citizen or resident or the Participant’s Restricted Stock Units are otherwise subject to United States federal income tax, on the later of (1) January 31 of the Plan year following the Participant’s Termination of Service and this Agreement(2) if the Participant is a Specified Employee and the Restricted Stock Units are a Specified Award, to the extent necessary to comply with, and avoid imposition on the Participant of any additional tax or interest imposed under, Section 409A of the Code, on the first business day following the six-month anniversary of the Participant’s Termination of Service (or, if earlier, upon the Participant’s death), or as soon thereafter as practicable (but no later than 90 days thereafter) (iii) with respect to Restricted Stock Units that are not a Specified Award, a Change in Control in which the Restricted Stock Units do not continue, and (iv) with respect to Restricted Stock Units that are a Specified Award, a Specified Change in Control, in each case (A) by a cash payment equal to the Fair Market Value of the Stock on the settlement date or (B) if the Participant is a member of the Management Committee, at the Company’s sole discretion, in Stock, by either (y) issuing one or more certificates evidencing the Stock to the Participant or (z) registering the issuance of the Stock in the name of the Participant through a book entry credit in the records of the Company’s transfer agent or (C) in the event of settlement upon a Change in Control or Specified Change in Control, as applicable, a cash payment equal to the Change in Control Price, multiplied by the number of vested Restricted Stock Units. No fractional shares of Stock shall be issued in settlement of Restricted Stock Units. Fractional Restricted Stock Units shall be settled in Shares, provided that Participant has satisfied any Tax-Related Items pursuant to Section 8 below. Shares will be issued to Participant within 70 days following the applicable Vesting Date unless subject through a cash payment equal to the terms Fair Market Value of the Company’s deferred compensation plan; provided, however, that if the Participant is subject to taxation in the U.S. (a “U.S. Taxpayer”), the Restricted Stock Units vest pursuant to Section 1.6 below and the Restricted Stock Units are considered “non-qualified deferred compensation” subject to Section 409A of the Code (“Code Section 409A,” and such compensation, “Deferred Compensation”), the Shares will be issued in accordance with the following schedule: (i) if the termination event giving rise to the vesting acceleration occurs prior to the Change in Control and the Change in Control constitutes a “change in control event” (within the meaning of U.S. Treasury Regulation 1.409A-3(i)(5)(i)) (a “409A CIC”), the Shares will be issued on the date of the Change in Control, and if the Change in Control does not constitute a 409A CIC, the Shares will be issued on the date that is six months following the Participant’s “separation from service” (within the meaning of Code Section 409A) (a “Separation from Service”); (ii) if the termination event giving rise to the vesting acceleration occurs on or following the Change in Control and the Change in Control constitutes a 409A CIC, then the Shares will be issued within 30 days following the Participant’s Separation from Service, and if the Change in Control is not a 409A CIC, then the Shares will be issued on the date that is six months following the Participant’s Separation from Service. Notwithstanding the foregoing, for purposes of complying with Code Section 409A, if the Participant is a U.S. Taxpayer, the Restricted Stock Units are considered Deferred Compensation and the Restricted Stock Units are to be settled in connection with a termination contemplated under Section 1.6 below, the Company and the Participant shall take all steps necessary (including with regard to any post-termination services by the Participant) to ensure that a termination contemplated under Section 1.6 constitutes a Separation from Service. In addition, if the Restricted Stock Units are Deferred Compensation, the Restricted Stock Units are settled upon the Participant’s Separation from Service and the Participant is a “specified employee,” within the meaning of Code Section 409A, on the date the Participant experiences a Separation from Service, then the Shares will be issued on the first business day of the seventh month following the Participant’s Separation from Service, or, if earlier, on the date of the Participant’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A.settlement date.

Settlement of Restricted Stock Units. (a) Subject to any deferral pursuant to Paragraph 3(b), each Vested Unit will be settled by the terms delivery of one Common Share (subject to adjustment under Section 12 of the Plan and this Agreement, Restricted Stock Units shall be settled in Shares, provided that Participant has satisfied any Tax-Related Items pursuant to Section 8 below. Shares will be issued Plan) to Participant within 70 days following the applicable Vesting Date unless subject to the terms of the Company’s deferred compensation plan; providedor, however, that if the Participant is subject to taxation in the U.S. (a “U.S. Taxpayer”), the Restricted Stock Units vest pursuant to Section 1.6 below and the Restricted Stock Units are considered “non-qualified deferred compensation” subject to Section 409A event of the Code (“Code Section 409A,” and such compensation, “Deferred Compensation”), the Shares will be issued in accordance with the following schedule: (i) if the termination event giving rise to the vesting acceleration occurs prior to the Change in Control and the Change in Control constitutes a “change in control event” (within the meaning of U.S. Treasury Regulation 1.409A-3(i)(5)(i)) (a “409A CIC”), the Shares will be issued on the date of the Change in Control, and if the Change in Control does not constitute a 409A CIC, the Shares will be issued on the date that is six months following the Participant’s “separation from service” (within the meaning of Code Section 409A) (a “Separation from Service”); (ii) if the termination event giving rise to the vesting acceleration occurs on or following the Change in Control and the Change in Control constitutes a 409A CIC, then the Shares will be issued within 30 days following the Participant’s Separation from Service, and if the Change in Control is not a 409A CIC, then the Shares will be issued on the date that is six months following the Participant’s Separation from Service. Notwithstanding the foregoing, for purposes of complying with Code Section 409A, if the Participant is a U.S. Taxpayer, the Restricted Stock Units are considered Deferred Compensation and the Restricted Stock Units are to be settled in connection with a termination contemplated under Section 1.6 below, the Company and the Participant shall take all steps necessary (including with regard to any post-termination services by the Participant) to ensure that a termination contemplated under Section 1.6 constitutes a Separation from Service. In addition, if the Restricted Stock Units are Deferred Compensation, the Restricted Stock Units are settled upon the Participant’s Separation from Service and the Participant is a “specified employee,” within the meaning of Code Section 409A, on the date the Participant experiences a Separation from Service, then the Shares will be issued on the first business day of the seventh month following the Participant’s Separation from Service, or, if earlier, on the date of the Participant’s death, to Participant’s estate, heir or beneficiary, following the extent applicable Vesting Date; provided that the Participant has satisfied all of the tax withholding obligations described in Paragraph 8, and that Participant has completed, signed and returned any documents and taken any additional action that the Company deems appropriate to enable it to accomplish the delivery of the Common Shares. (b) Subject to the satisfaction all of the tax withholding obligations described in Paragraph 8, Participant may elect to defer the receipt of any Common Shares issuable pursuant to Vested Units by submitting to the Company an election to defer receipt in the forms attached hereto as Exhibit A. In the event Participant intends to defer the receipt of any Common Shares, Participant must submit to the Company a deferral election form within thirty (30) days following the Grant Date. Participant hereby represents that Participant understands the effect of any such delayed payment deferral under relevant federal, state and local tax laws. Notwithstanding anything herein to the contrary, the settlement of that portion of the Award that vests on June 30, 2006 may not be deferred. (c) The date upon which Common Shares are to be issued under either Paragraph 3(a) or 3(b) above is required referred to as the “Settlement Date.” The issuance of the Common Shares hereunder may be effected by the issuance of a stock certificate, recording shares on the stock records of the Company or by crediting shares in an account established on Participant’s behalf with a brokerage firm or other custodian, in each case as determined by the Company. Fractional shares will not be issued pursuant to the Award. (d) Notwithstanding the above, (i) for administrative or other reasons, the Company may from time to time temporarily suspend the issuance of Common Shares in respect of Vested Units, (ii) the Company shall not be obligated to deliver any shares of the Common Stock during any period when the Company determines that the delivery of shares hereunder would violate any federal, state or other applicable laws, (iii) the Company may issue Common Shares hereunder subject to any restrictive legends that, as determined by the Company’s counsel, are necessary to comply with securities or other regulatory requirements and (iv) the date on which shares are issued hereunder may include a delay in order to avoid a prohibited distribution under Code Section 409A.provide the Company such time as it determines appropriate to address tax withholding and other administrative matters.

Settlement of Restricted Stock Units. Subject to Sections 8(d), 2(f) and 3(a), the terms Company shall deliver to the Participant one (1) share of Company Common Stock (or the value thereof) in settlement of each Restricted Stock Unit that has become earned and vested as provided in Section 2 on the first to occur of the Plan and this Agreementfollowing: (i) on or as soon as practicable following the date of the Administrator Certification (but in no event later than 2½ months after the Vesting Date); (ii) in the event of a termination of employment or service due to death, Restricted Stock Units shall be settled as soon as practicable following the Participant’s termination of employment or service by reason of death; (iii) in Sharesthe event of a Qualifying CIC Termination, provided that Participant has satisfied any Tax-Related Items pursuant to Section 8 below. Shares will be issued to Participant within 70 thirty (30) days following the applicable Vesting Date unless subject effective date of the Participant’s Qualifying CIC Termination, in each case (A) in Company Common Stock by either, (x) issuing one or more certificates evidencing the Company Common Stock to the terms Participant or (y) registering the issuance of the Company Common Stock in the name of the Participant through a book entry credit in the records of the Company’s deferred compensation plan; providedtransfer agent, however, that if the Participant is subject to taxation or (B) in the U.S. (event of settlement upon a “U.S. Taxpayer”)Change in Control, the Restricted Stock Units vest pursuant to Section 1.6 below and the Restricted Stock Units are considered “non-qualified deferred compensation” subject to Section 409A of the Code (“Code Section 409A,” and such compensation, “Deferred Compensation”), the Shares will be issued in accordance with the following schedule: (i) if the termination event giving rise to the vesting acceleration occurs prior a cash payment equal to the Change in Control and Price, multiplied by the Change in Control constitutes a “change in control event” (within the meaning number of U.S. Treasury Regulation 1.409A-3(i)(5)(i)) (a “409A CIC”), the Shares will vested Restricted Stock Units. No fractional shares of Company Common Stock shall be issued on the date in settlement of the Change in Control, and if the Change in Control does not constitute a 409A CIC, the Shares will Restricted Stock Units. Fractional shares shall be issued on the date that is six months following the Participant’s “separation from service” (within the meaning of Code Section 409A) (a “Separation from Service”); (ii) if the termination event giving rise rounded up to the vesting acceleration occurs on or following nearest whole share; provided, that the Change Participant may not vest in Control and more than the Change maximum number of Restricted Stock Units specified in Control constitutes a 409A CIC, then the Shares will be issued within 30 days following the Participant’s Separation from Service, and if the Change in Control is not a 409A CIC, then the Shares will be issued on the date that is six months following the Participant’s Separation from ServiceGrant Notice. Notwithstanding the foregoing, the Company, in its sole discretion, may provide for purposes the settlement of complying with Code Section 409A, if the Participant is a U.S. Taxpayer, the Restricted Stock Units are considered Deferred Compensation and in the Restricted Stock Units are to be settled in connection with a termination contemplated under Section 1.6 belowform of Company Common Stock, the Company and but require the Participant shall take all steps necessary (including with regard to any post-termination services by the Participant) to ensure that sell such Common Stock immediately or within a termination contemplated under Section 1.6 constitutes a Separation from Service. In addition, if the Restricted Stock Units are Deferred Compensation, the Restricted Stock Units are settled upon the Participant’s Separation from Service and the Participant is a “specified employee,” within the meaning of Code Section 409A, on the date the Participant experiences a Separation from Service, then the Shares will be issued on the first business day of the seventh month period following the Participant’s Separation from Servicetermination of service (in which case, or, if earlier, the Participant hereby agrees that the Company shall have the authority to issue sale instructions in relation to such Common Stock on the date of the Participant’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A.behalf).

Settlement of Restricted Stock Units. Subject (a) Each Restricted Stock Unit represents the right to receive one share of Stock, subject to the terms of and conditions set forth in this Agreement and the Plan and this Agreement, Plan. The Restricted Stock Units shall be settled in Sharescredited to a separate account maintained for the Employee on the books and records of the Company (the "Account"). All amounts credited to the Account shall continue for all purposes to be part of the general assets of the Company. (b) Subject to the provisions hereof, provided that Participant has satisfied any Tax-Related Items pursuant to Section 8 below. Shares will be issued to Participant within 70 days no later than the last day of Fiscal Year following the applicable Vesting Date unless Date, the Company shall (i) issue and deliver to the Employee the number of shares of Stock equal to the number of vested Restricted Stock Units (rounded up to the nearest whole share); and (ii) enter the Employee's name on the books of the Company as the shareholder of record with respect to the shares of Stock delivered to the Employee (which entry shall be deemed made as of the day following the last day of each applicable Fiscal Year notwithstanding any later delivery of the corresponding shares of Common Stock). Notwithstanding the foregoing, but subject to the terms provisions of the Company’s deferred compensation plan; providedpreceding clause (ii) and Section 16 below, howeverany shares of Stock to be issued in settlement of Restricted Stock Units (i) under Section 5(a) or (b) above shall be issued no later than March 15 following the last day of the Fiscal Year in which the Employee (or heirs or estate thereof) is deemed vested therein, that if and (ii) under Section 5(c) above shall be issued no later than such time as may be necessary or required in order for the Participant is subject Employee to taxation be deemed the lawful owner and holder of record of the shares of Stock to be issued thereunder as of the effective date and time of the Change in Control. (c) Subject to any exceptions set forth in this Agreement or the U.S. (a “U.S. Taxpayer”)Plan, prior to the vesting of the Restricted Stock Units hereunder, the Restricted Stock Units vest pursuant or the rights relating thereto may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Employee. Any attempt to Section 1.6 below and assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Restricted Stock Units are considered “non-qualified deferred compensation” subject to Section 409A or the rights relating thereto during such period shall be wholly ineffective and, if any such attempt is made, the unvested Restricted Stock Units will be forfeited by the Employee and all of the Code Employee's rights to shares issuable thereunder shall immediately terminate without any payment or consideration by the Company. (“Code Section 409A,” and such compensationd) The Employee shall have no rights in, “Deferred Compensation”), to or under the Shares will shares of Stock to be issued in accordance with the following schedule: (i) if the termination event giving rise to upon the vesting acceleration occurs prior to the Change in Control and the Change in Control constitutes a “change in control event” (within the meaning of U.S. Treasury Regulation 1.409A-3(i)(5)(i)) (a “409A CIC”), the Shares will be issued on the date of the Change in Control, Restricted Stock Units unless and if the Change in Control does not constitute a 409A CIC, the Shares will be issued on the date that is six months following the Participant’s “separation from service” (within the meaning of Code Section 409A) (a “Separation from Service”); (ii) if the termination event giving rise to until the vesting acceleration occurs on conditions set forth herein are satisfied and, until such date, shall have no rights of a shareholder of the Company including, without limitation, no right to vote such shares and no right to receive any dividends or following the Change in Control and the Change in Control constitutes a 409A CIC, then the Shares will be issued within 30 days following the Participant’s Separation from Service, and if the Change in Control is not a 409A CIC, then the Shares will be issued on the date that is six months following the Participant’s Separation from Serviceother distributions paid with respect to such shares. Notwithstanding the foregoing, for purposes if during any Fiscal Year, the Company declares a dividend or distribution, whether in cash or other property, then, concurrent with the issuance of complying with Code Section 409Athe shares of Stock, if any, to the Participant is a U.S. TaxpayerEmployee for such Fiscal Year, the Company shall pay to the Employee that amount of cash or other property which the Employee would have received had the Employee been the record holder of such shares of Stock on the record date for such dividend or distribution. (e) Upon vesting of the Restricted Stock Units are considered Deferred Compensation and the Restricted Stock Units are to be settled in connection with a termination contemplated under Section 1.6 belowUnits, the Company and may issue stock certificates or evidence the Participant shall take all steps necessary (including Employee's interest therein by using a book entry account with regard to any post-termination services by the Participant) to ensure that a termination contemplated under Section 1.6 constitutes a Separation from Service. In addition, if the Restricted Stock Units are Deferred Compensation, the Restricted Stock Units are settled upon the Participant’s Separation from Service and the Participant is a “specified employee,” within the meaning of Code Section 409A, on the date the Participant experiences a Separation from Service, then the Shares will be issued on the first business day of the seventh month following the Participant’s Separation from Service, or, if earlier, on the date of the Participant’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A.Company's transfer agent.

Settlement of Restricted Stock Units. Subject (a) Each Restricted Stock Unit represents the right to receive one share of Stock, subject to the terms of and conditions set forth in this Agreement and the Plan and this Agreement, Plan. The Restricted Stock Units shall be settled in Sharescredited to a separate account maintained for the Employee on the books and records of the Company (the "Account"). All amounts credited to the Account shall continue for all purposes to be part of the general assets of the Company. (b) Subject to the provisions hereof, provided that Participant has satisfied any Tax-Related Items pursuant to Section 8 below. Shares will be issued to Participant within 70 days no later than the last day of Fiscal Year following the applicable Vesting Date unless Date, the Company shall (i) issue and deliver to the Employee the number of shares of Stock equal to the number of vested Restricted Stock Units (rounded up to the nearest whole share); and (ii) enter the Employee's name on the books of the Company as the shareholder of record with respect to the shares of Stock delivered to the Employee (which entry shall be deemed made as of the day following the last day of each applicable Fiscal Year notwithstanding any later delivery of the corresponding shares of Common Stock). Notwithstanding the foregoing, but subject to the terms provisions of the Company’s deferred compensation plan; providedpreceding clause (ii) and Section 15 below, howeverany shares of Stock to be issued in settlement of Restricted Stock Units (i) under Section 4(a) or (b) above shall be issued no later than March 15 following the last day of the Fiscal Year in which the Employee is deemed vested therein, that if and (ii) under Section 4(c) above shall be issued no later than such time as may be necessary or required in order for the Participant is subject Employee to taxation be deemed the lawful owner and holder of record of the shares of Stock to be issued thereunder as of the effective date and time of the Change in Control. (c) Subject to any exceptions set forth in this Agreement or the U.S. (a “U.S. Taxpayer”)Plan, prior to the vesting of the Restricted Stock Units hereunder, the Restricted Stock Units vest pursuant or the rights relating thereto may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Employee. Any attempt to Section 1.6 below and assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Restricted Stock Units are considered “non-qualified deferred compensation” subject to Section 409A or the rights relating thereto during such period shall be wholly ineffective and, if any such attempt is made, the unvested Restricted Stock Units will be forfeited by the Employee and all of the Code Employee's rights to shares issuable thereunder shall immediately terminate without any payment or consideration by the Company. (“Code Section 409A,” and such compensationd) The Employee shall have no rights in, “Deferred Compensation”), to or under the Shares will shares of Stock to be issued in accordance with the following schedule: (i) if the termination event giving rise to upon the vesting acceleration occurs prior to the Change in Control and the Change in Control constitutes a “change in control event” (within the meaning of U.S. Treasury Regulation 1.409A-3(i)(5)(i)) (a “409A CIC”), the Shares will be issued on the date of the Change in Control, Restricted Stock Units unless and if the Change in Control does not constitute a 409A CIC, the Shares will be issued on the date that is six months following the Participant’s “separation from service” (within the meaning of Code Section 409A) (a “Separation from Service”); (ii) if the termination event giving rise to until the vesting acceleration occurs on conditions set forth herein are satisfied and, until such date, shall have no rights of a shareholder of the Company including, without limitation, no right to vote such shares and no right to receive any dividends or following the Change in Control and the Change in Control constitutes a 409A CIC, then the Shares will be issued within 30 days following the Participant’s Separation from Service, and if the Change in Control is not a 409A CIC, then the Shares will be issued on the date that is six months following the Participant’s Separation from Serviceother distributions paid with respect to such shares. Notwithstanding the foregoing, for purposes if during any Fiscal Year, the Company declares a dividend or distribution, whether in cash or other property, then, concurrent with the issuance of complying with Code Section 409Athe shares of Stock, if any, to the Participant is a U.S. TaxpayerEmployee for such Fiscal Year, the Company shall pay to the Employee that amount of cash or other property which the Employee would have received had the Employee been the record holder of such shares of Stock on the record date for such dividend or distribution. (e) Upon vesting of the Restricted Stock Units are considered Deferred Compensation and the Restricted Stock Units are to be settled in connection with a termination contemplated under Section 1.6 belowUnits, the Company and may issue stock certificates or evidence the Participant shall take all steps necessary (including Employee's interest therein by using a book entry account with regard to any post-termination services by the Participant) to ensure that a termination contemplated under Section 1.6 constitutes a Separation from Service. In addition, if the Restricted Stock Units are Deferred Compensation, the Restricted Stock Units are settled upon the Participant’s Separation from Service and the Participant is a “specified employee,” within the meaning of Code Section 409A, on the date the Participant experiences a Separation from Service, then the Shares will be issued on the first business day of the seventh month following the Participant’s Separation from Service, or, if earlier, on the date of the Participant’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A.Company's transfer agent.

Settlement of Restricted Stock Units. Subject to other applicable provisions of this Agreement (and any applicable deferral election made by the terms Director with respect to the Restricted Stock Units), not later than 30 days after the lapse of the Plan Restriction Period (or, as applicable, not later than 30 days after the applicable settlement payment date set forth in a deferral election) with respect to any Restricted Stock Units, the Company shall issue to the Director one share of Common Stock underlying each Restricted Stock Unit as to which the Restriction Period has lapsed, or, if the Committee so determines in its sole discretion, an amount in cash equal to the Fair Market Value of such shares of Common Stock or any combination of shares of Common Stock and this Agreementcash having an aggregate Fair Market Value equal to such shares of Common Stock. Notwithstanding the preceding sentence, if the Restriction Period applicable to any Restricted Stock Units shall be settled in Shares, provided that Participant has satisfied any Tax-Related Items pursuant to Section 8 below. Shares will be issued to Participant within 70 days following the applicable Vesting Date unless subject to the terms of the Company’s deferred compensation plan; provided, however, that if the Participant is subject to taxation in the U.S. (a which constitutes “U.S. Taxpayer”), the Restricted Stock Units vest pursuant to Section 1.6 below and the Restricted Stock Units are considered “non-qualified deferred compensation” subject to Section 409A of the Code (“Code Section 409A,” and such compensation, “Deferred Compensation”), the Shares will be issued in accordance with the following schedule: (i) if the termination event giving rise to the vesting acceleration occurs prior to the lapses as a result of a Change in Control and the Change in Control constitutes that does not qualify as a “change in control eventthe 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 U.S. Treasury Regulation 1.409A-3(i)(5)(i)) (a “Section 409A CIC”), the Shares will be issued on the date of the Change in ControlCode, and if then the Change in Control does Company shall not constitute a 409A CIC, settle such Restricted Stock Units until the Shares will be issued on the date that is six months 30th day following the Participantearlier of (i) the Director’s “separation from service” (within the meaning cessation of Code Section 409A) (a “Separation from Service”); Board service and (ii) if the termination event giving rise to originally scheduled settlement payment date of such Restricted Stock Units. For the vesting acceleration occurs on or following the Change in Control and the Change in Control constitutes a 409A CIC, then the Shares will be issued within 30 days following the Participant’s Separation from Service, and if the Change in Control is not a 409A CIC, then the Shares will be issued on the date that is six months following the Participant’s Separation from Service. Notwithstanding the foregoing, for purposes avoidance of complying with Code Section 409A, if the Participant is a U.S. Taxpayerdoubt, the Restricted Stock Units preceding two sentences are considered Deferred Compensation subject to Section 7(g) of this Agreement and the Restricted Stock Units are to be settled in connection with a termination contemplated under Section 1.6 below, the Company and the Participant shall take all steps necessary (including with regard to any post-termination services by the Participant) to ensure that a termination contemplated under Section 1.6 constitutes a Separation from Service. In addition, if the Restricted Stock Units are Deferred Compensation, the Restricted Stock Units are settled upon the Participant’s Separation from Service and the Participant is a “specified employee,” within the meaning of Code Section 409A, on the date the Participant experiences a Separation from Service, then the Shares will be issued on the first business day 11.9 of the seventh month following Plan. Upon issuance, such shares of Common Stock may be sold, transferred, pledged, assigned or otherwise alienated or hypothecated in compliance with all applicable law, this Agreement and any other agreement to which such shares are subject. The Director’s settlement rights pursuant to this Agreement shall be no greater than the Participant’s Separation from Service, or, if earlier, on the date right of any unsecured general creditor of the Participant’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A.Company.

Settlement of Restricted Stock Units. Subject Each Vested Unit represents the Grantee’s right to receive one Share as follows: (a) 75% of the Shares represented by the Vested Units shall be issued to the terms Grantee (1) on the later of (a) October 1, 2007 or (b) the first date on which such payment or any portion thereof is no longer subject to the limits of section 162(m) of the Plan and this AgreementInternal Revenue Code in which case that portion of the payment that is no longer subject to such limits shall be issued to the Grantee at the time such limits become inapplicable, or (2) in the event that the Grantee’s employment with the Company is terminated prior to October 1, 2007, on the first date in which such payment or any portion thereof is no longer subject to the limits of Section 162(m) of the Internal Revenue Code in which case that portion of the payment that is no longer subject to such limits shall be issued to the Grantee at the time such limits become inapplicable. (b) 25% of the Shares represented by the Vested Units shall be issued to the Grantee (1) on the later of (a) October 1, 2008 or (b) the first date on which such payment or any portion thereof is no longer subject to the limits of section 162(m) of the Internal Revenue Code in which case that portion of the payment that is no longer subject to such limits shall be issued to the Grantee at the time such limits become inapplicable, or (2) in the event that the Grantee’s employment with the Company is terminated prior to October 1, 2008, on the first date in which such payment or any portion thereof is no longer subject to the limits of Section 162(m) of the Internal Revenue Code in which case that portion of the payment that is no longer subject to such limits shall be issued to the Grantee at the time such limits become inapplicable. (c) Notwithstanding anything herein to the contrary, if the vesting of any Restricted Stock Units shall be settled in Shares, provided that Participant has satisfied any Tax-Related Items pursuant to Section 8 below. Shares will be issued to Participant within 70 days following the applicable Vesting Date unless subject taxable to the terms of the Company’s deferred compensation plan; provided, however, that if the Participant is subject to taxation in the U.S. (a “U.S. Taxpayer”), the Restricted Stock Units vest pursuant to Section 1.6 below and the Restricted Stock Units are considered “non-qualified deferred compensation” subject to Section 409A of the Code (“Code Section 409A,” and such compensation, “Deferred Compensation”), the Shares will be issued in accordance with the following schedule: (i) if the termination event giving rise to the vesting acceleration occurs Grantee prior to the Change in Control and date on which the Change in Control constitutes a “change in control event” (within the meaning of U.S. Treasury Regulation 1.409A-3(i)(5)(i)) (a “409A CIC”), the Grantee is otherwise entitled to receive Shares will be issued on the date of the Change in Control, and if the Change in Control does not constitute a 409A CIC, the Shares will be issued on the date that is six months following the Participant’s “separation from service” (within the meaning of Code Section 409A) (a “Separation from Service”); (ii) if the termination event giving rise pursuant to the vesting acceleration occurs on or following the Change in Control and the Change in Control constitutes a 409A CICthis paragraph 3 with respect to such Vested Units, then the Shares will be issued within 30 days following Company shall promptly upon request issue to the Participant’s Separation from Service, and if the Change in Control is not a 409A CIC, then Grantee all of the Shares will represented by such Vested Units that have become taxable, which Shares shall be issued on freely transferable by the date that is six months following the Participant’s Separation from Service. Notwithstanding the foregoing, for purposes of complying with Code Section 409A, if the Participant is a U.S. Taxpayer, the Restricted Stock Units are considered Deferred Compensation and the Restricted Stock Units are to be settled in connection with a termination contemplated under Section 1.6 below, the Company and the Participant shall take all steps necessary (including with regard Grantee subject only to any post-termination services by the Participant) to ensure that a termination contemplated under Section 1.6 constitutes a Separation from Service. In addition, if the Restricted Stock Units are Deferred Compensation, the Restricted Stock Units are settled upon the Participant’s Separation from Service and the Participant is a “specified employee,” within the meaning of Code Section 409A, on the date the Participant experiences a Separation from Service, then the Shares will be issued on the first business day of the seventh month following the Participant’s Separation from Service, or, if earlier, on the date of the Participant’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A.applicable securities laws.

Settlement of Restricted Stock Units. Subject to the terms Section 3(f), Section 4(a) and Section 9 of the Plan and this Agreement, the Company shall deliver to the Participant one (1) Share (or the value thereof) in settlement of each Restricted Stock Units shall be settled Unit granted hereunder that has become earned and vested as provided in SharesSection 3 on the first to occur of the following: (i) on or as soon as practicable following the date of the Administrator Certification (but in no event later than 2½ months after the Vesting Date); (ii) in the event of a termination of employment or service due to death, provided that Participant has satisfied any Tax-Related Items pursuant to Section 8 below. Shares will be issued to Participant as soon as practicable following the Participant’s termination of employment or service by reason of death; or (iii) in the event of a Qualifying CIC Termination, within 70 thirty (30) days following the applicable Vesting Date unless subject effective date of the Participant’s Qualifying CIC Termination, in each case (A) in Company Common Stock by either, (x) issuing one or more certificates evidencing the Company Common Stock to the terms Participant or (y) registering the issuance of the Company Common Stock in the name of the Participant through a book entry credit in the records of the Company’s deferred compensation plan; providedtransfer agent, however, that if the Participant is subject to taxation or (B) in the U.S. (event of settlement upon a “U.S. Taxpayer”)Change in Control, the Restricted Stock Units vest pursuant to Section 1.6 below and the Restricted Stock Units are considered “non-qualified deferred compensation” subject to Section 409A of the Code (“Code Section 409A,” and such compensation, “Deferred Compensation”), the Shares will be issued in accordance with the following schedule: (i) if the termination event giving rise to the vesting acceleration occurs prior a cash payment equal to the Change in Control and Price, multiplied by the Change in Control constitutes a “change in control event” (within the meaning number of U.S. Treasury Regulation 1.409A-3(i)(5)(i)) (a “409A CIC”), the vested Restricted Stock Units. No fractional Shares will shall be issued on the date in settlement of the Change in Control, and if the Change in Control does not constitute a 409A CIC, the Restricted Stock Units. Fractional Shares will shall be issued on the date that is six months following the Participant’s “separation from service” (within the meaning of Code Section 409A) (a “Separation from Service”); (ii) if the termination event giving rise rounded up to the vesting acceleration occurs on or following nearest whole share; provided, that the Change Participant may not vest in Control and more than the Change maximum number of Restricted Stock Units specified in Control constitutes a 409A CIC, then the Shares will be issued within 30 days following the Participant’s Separation from Service, and if the Change in Control is not a 409A CIC, then the Shares will be issued on the date that is six months following the Participant’s Separation from ServiceGrant Notice. Notwithstanding the foregoing, the Administrator, in its sole discretion, may provide for purposes the settlement of complying with Code Section 409A, if the Participant is a U.S. Taxpayer, the Restricted Stock Units are considered Deferred Compensation and in the Restricted Stock Units are to be settled in connection with a termination contemplated under Section 1.6 belowform of Company Common Stock, the Company and but require the Participant shall take all steps necessary (including with regard to any post-termination services by the Participant) to ensure that sell such Common Stock immediately or within a termination contemplated under Section 1.6 constitutes a Separation from Service. In addition, if the Restricted Stock Units are Deferred Compensation, the Restricted Stock Units are settled upon the Participant’s Separation from Service and the Participant is a “specified employee,” within the meaning of Code Section 409A, on the date the Participant experiences a Separation from Service, then the Shares will be issued on the first business day of the seventh month period following the Participant’s Separation from Servicetermination of service (in which case, or, if earlier, the Participant hereby agrees that the Company shall have the authority to issue sale instructions in relation to such Common Stock on the date of the Participant’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A.behalf).

Settlement of Restricted Stock Units. Subject Each Vested Unit represents the Grantee’s right to the terms receive one Share as follows: (a) 75% of the Plan and this Agreement, Restricted Stock Shares represented by the Vested Units shall be settled issued to the Grantee (1) on the later of (a) October 1, 2007 or (b) the first date on which such payment or any portion thereof is no longer subject to the limits of section 162(m) of the Internal Revenue Code in Shares, provided which case that Participant has satisfied any Tax-Related Items pursuant portion of the payment that is no longer subject to Section 8 below. Shares will such limits shall be issued to Participant within 70 days following the applicable Vesting Date unless Grantee at the time such limits become inapplicable, or (2) in the event that the Grantee’s employment with the Company is terminated prior to October 1, 2007, on the first date in which such payment or any portion thereof is no longer subject to the terms limits of Section 162(m) of the Company’s deferred compensation plan; provided, however, Internal Revenue Code in which case that if portion of the Participant payment that is no longer subject to taxation such limits shall be issued to the Grantee at the time such limits become inapplicable. (b) 25% of the Shares represented by the Vested Units shall be issued to the Grantee (1) on the later of (a) October 1, 2008 or (b) the first date on which such payment or any portion thereof is no longer subject to the limits of section 162(m) of the Internal Revenue Code in which case that portion of the payment that is no longer subject to such limits shall be issued to the Grantee at the time such limits become inapplicable, or (2) in the U.S. (a “U.S. Taxpayer”), event that the Restricted Stock Units vest pursuant to Section 1.6 below and the Restricted Stock Units are considered “non-qualified deferred compensation” subject to Section 409A of the Code (“Code Section 409A,” and such compensation, “Deferred Compensation”), the Shares will be issued in accordance Grantee’s employment with the following schedule: (i) if the termination event giving rise to the vesting acceleration occurs Company is terminated prior to the Change in Control and the Change in Control constitutes a “change in control event” (within the meaning of U.S. Treasury Regulation 1.409A-3(i)(5)(i)) (a “409A CIC”)October 1, the Shares will be issued on the date of the Change in Control, and if the Change in Control does not constitute a 409A CIC, the Shares will be issued on the date that is six months following the Participant’s “separation from service” (within the meaning of Code Section 409A) (a “Separation from Service”); (ii) if the termination event giving rise to the vesting acceleration occurs on or following the Change in Control and the Change in Control constitutes a 409A CIC, then the Shares will be issued within 30 days following the Participant’s Separation from Service, and if the Change in Control is not a 409A CIC, then the Shares will be issued on the date that is six months following the Participant’s Separation from Service. Notwithstanding the foregoing, for purposes of complying with Code Section 409A, if the Participant is a U.S. Taxpayer, the Restricted Stock Units are considered Deferred Compensation and the Restricted Stock Units are to be settled in connection with a termination contemplated under Section 1.6 below, the Company and the Participant shall take all steps necessary (including with regard to any post-termination services by the Participant) to ensure that a termination contemplated under Section 1.6 constitutes a Separation from Service. In addition, if the Restricted Stock Units are Deferred Compensation, the Restricted Stock Units are settled upon the Participant’s Separation from Service and the Participant is a “specified employee,” within the meaning of Code Section 409A2008, on the first date in which such payment or any portion thereof is no longer subject to the Participant experiences a Separation from Service, then limits of Section 162(m) of the Shares will Internal Revenue Code in which case that portion of the payment that is no longer subject to such limits shall be issued on the first business day of the seventh month following the Participant’s Separation from Service, or, if earlier, on the date of the Participant’s death, to the extent Grantee at the time such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A.limits become inapplicable.

Settlement of Restricted Stock Units. Subject (a) Each Restricted Stock Unit represents the right to receive one share of Stock, subject to the terms of and conditions set forth in this Agreement and the Plan and this Agreement, Plan. The Restricted Stock Units shall be settled in Shares, provided that Participant has satisfied any Tax-Related Items pursuant credited to Section 8 belowa separate account maintained for the Employee on the books and records of the Company (the “Account”). Shares will be issued to Participant within 70 days following the applicable Vesting Date unless subject All amounts credited to the terms Account shall continue for all purposes to be part of the general assets of the Company. (b) Subject to the provisions hereof, promptly following the vesting date, and in any event no later than no later than the last day of Fiscal Year 2016, the Company shall (i) issue and deliver to the Employee the number of shares of Stock equal to the number of vested Restricted Stock Units (rounded up to the nearest whole share); and (ii) enter the Employee’s deferred compensation plan; provided, however, that if name on the Participant books of the Company as the shareholder of record with respect to the shares of Stock delivered to the Employee. (c) If the Employee is subject to taxation in the U.S. (deemed a “U.S. Taxpayer”)specified employee” within the meaning of Section 409A of the Code, as determined by the Committee, at a time when the Employee becomes eligible for settlement of the Restricted Stock Units vest pursuant to Section 1.6 below and upon his/her “separation from service” within the Restricted Stock Units are considered “non-qualified deferred compensation” subject to meaning of Section 409A of the Code (“Code Code, then to the extent necessary to prevent any accelerated or additional tax under Section 409A,” and 409A of the Code, such compensation, “Deferred Compensation”), the Shares settlement will be issued in accordance with delayed until the following scheduleearlier of: (i) if the termination event giving rise to the vesting acceleration occurs prior to the Change in Control and the Change in Control constitutes a “change in control event” (within the meaning of U.S. Treasury Regulation 1.409A-3(i)(5)(i)) (a “409A CIC”), the Shares will be issued on the date of the Change in Control, and if the Change in Control does not constitute a 409A CIC, the Shares will be issued on the date that is six months following the ParticipantEmployee’s “separation from service” (within the meaning of Code Section 409A) (a “Separation from Service”); service and (ii) if the termination event giving rise Employee’s death. (d) Subject to any exceptions set forth in this Agreement or the Plan, prior to the vesting acceleration occurs on or following of the Change in Control and the Change in Control constitutes a 409A CIC, then the Shares will be issued within 30 days following the Participant’s Separation from Service, and if the Change in Control is not a 409A CIC, then the Shares will be issued on the date that is six months following the Participant’s Separation from Service. Notwithstanding the foregoing, for purposes of complying with Code Section 409A, if the Participant is a U.S. TaxpayerRestricted Stock Units hereunder, the Restricted Stock Units are considered Deferred Compensation and or the rights relating thereto may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Employee. Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Restricted Stock Units are to or the rights relating thereto during such period shall be settled in connection with a termination contemplated under Section 1.6 below, the Company and the Participant shall take all steps necessary (including with regard to any post-termination services by the Participant) to ensure that a termination contemplated under Section 1.6 constitutes a Separation from Service. In additionwholly ineffective and, if the Restricted Stock Units are Deferred Compensationany such attempt is made, the Restricted Stock Units are settled will be forfeited by the Employee and all of the Employee’s rights to such shares shall immediately terminate without any payment or consideration by the Company. (e) The Employee shall have no rights in, to or under the shares of Stock to be issued upon the Participant’s Separation from Service and the Participant is a “specified employee,” within the meaning of Code Section 409A, on the date the Participant experiences a Separation from Service, then the Shares will be issued on the first business day vesting of the seventh month following Restricted Stock Units unless and until the Participant’s Separation from Servicevesting conditions set forth herein are satisfied and, oruntil such date, if earlier, on the date shall have no rights of a shareholder of the ParticipantCompany including, without limitation, no right to vote such shares and no right to receive any dividends or other distributions paid with respect to such shares. (f) Upon vesting of the Restricted Stock Units, the Company may issue stock certificates or evidence the Employee’s death, to interest therein by using a book entry account with the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A.Company’s transfer agent.

Settlement of Restricted Stock Units. Subject to the terms Section 3(f) and Section 9 of the Plan and this Agreement, the Company shall deliver to the Participant one (1) Share (or the value thereof) in settlement of each outstanding Restricted Stock Units shall be settled Unit granted hereunder that has vested as provided in Shares, provided that Participant has satisfied any Tax-Related Items pursuant Section 3 on the first to Section 8 below. Shares will be issued to Participant within 70 days following occur of (i) the applicable Vesting Date unless subject (or within thirty (30) days thereafter), (ii) in the event of a termination of employment or service due to death, as soon as practicable following the Participant’s termination of employment or service by reason of death or (iii) in the event of a Qualifying CIC Termination, within thirty (30) days following the effective date of the Participant’s Qualifying CIC Termination, in each case (A) in Company Common Stock by either, (x) issuing one or more certificates evidencing the Company Common Stock to the terms Participant or (y) registering the issuance of the Company Common Stock in the name of the Participant through a book entry credit in the records of the Company’s deferred compensation plan; providedtransfer agent, however, that if the Participant is subject to taxation or (B) in the U.S. (event of settlement upon a “U.S. Taxpayer”)Change in Control, the Restricted Stock Units vest pursuant to Section 1.6 below and the Restricted Stock Units are considered “non-qualified deferred compensation” subject to Section 409A of the Code (“Code Section 409A,” and such compensation, “Deferred Compensation”), the Shares will be issued in accordance with the following schedule: (i) if the termination event giving rise to the vesting acceleration occurs prior a cash payment equal to the Change in Control and Price, multiplied by the Change in Control constitutes a “change in control event” (within the meaning number of U.S. Treasury Regulation 1.409A-3(i)(5)(i)) (a “409A CIC”), the vested Restricted Stock Units. No fractional Shares will shall be issued on the date in settlement of the Change in Control, and if the Change in Control does not constitute a 409A CIC, the Restricted Stock Units. Fractional Shares will shall be issued on the date that is six months following the Participant’s “separation from service” (within the meaning of Code Section 409A) (a “Separation from Service”); (ii) if the termination event giving rise rounded up to the vesting acceleration occurs on or following nearest whole share; provided, that the Change Participant may not vest in Control and more than the Change number of Restricted Stock Units specified in Control constitutes a 409A CIC, then the Shares will be issued within 30 days following the Participant’s Separation from Service, and if the Change in Control is not a 409A CIC, then the Shares will be issued on the date that is six months following the Participant’s Separation from ServiceGrant Notice. Notwithstanding the foregoing, the Administrator, in its sole discretion, may provide for purposes the settlement of complying with Code Section 409A, if the Participant is a U.S. Taxpayer, the Restricted Stock Units are considered Deferred Compensation and in the Restricted Stock Units are to be settled in connection with a termination contemplated under Section 1.6 belowform of Company Common Stock, the Company and but require the Participant shall take all steps necessary (including with regard to any post-termination services by the Participant) to ensure that sell such Common Stock immediately or within a termination contemplated under Section 1.6 constitutes a Separation from Service. In addition, if the Restricted Stock Units are Deferred Compensation, the Restricted Stock Units are settled upon the Participant’s Separation from Service and the Participant is a “specified employee,” within the meaning of Code Section 409A, on the date the Participant experiences a Separation from Service, then the Shares will be issued on the first business day of the seventh month period following the Participant’s Separation from Servicetermination of service (in which case, or, if earlier, the Participant hereby agrees that the Company shall have the authority to issue sale instructions in relation to such Common Stock on the date of the Participant’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A.behalf).

Settlement of Restricted Stock Units. Subject to the terms of the Plan and this Agreement, Restricted Stock Units shall be settled in Shares, provided that Participant has satisfied any Tax-Related Items pursuant to Section 8 below. Shares will be issued to Participant within 70 days following the applicable Vesting Date unless subject to the terms of the Company’s 's deferred compensation plan; provided, however, that if the Participant is subject to taxation in the U.S. (a “"U.S. Taxpayer”"), the Restricted Stock Units vest pursuant to Section 1.6 below and the Restricted Stock Units are considered “"non-qualified deferred compensation” " subject to Section 409A of the Code (“"Code Section 409A,” " and such compensation, “"Deferred Compensation”"), the Shares will be issued in accordance with the following schedule: (i) if the termination event giving rise to the vesting acceleration occurs prior to the Change in Control and the Change in Control constitutes a “"change in control event” " (within the meaning of U.S. Treasury Regulation 1.409A-3(i)(5)(i)) (a “"409A CIC”"), the Shares will be issued on the date of the Change in Control, and if the Change in Control does not constitute a 409A CIC, the Shares will be issued on the date that is six months following the Participant’s “'s "separation from service” " (within the meaning of Code Section 409A) (a “"Separation from Service”"); (ii) if the termination event giving rise to the vesting acceleration occurs on or following the Change in Control and the Change in Control constitutes a 409A CIC, then the Shares will be issued within 30 days following the Participant’s 's Separation from Service, and if the Change in Control is not a 409A CIC, then the Shares will be issued on the date that is six months following the Participant’s 's Separation from Service. Notwithstanding the foregoing, for purposes of complying with Code Section 409A, if the Participant is a U.S. Taxpayer, the Restricted Stock Units are considered Deferred Compensation and the Restricted Stock Units are to be settled in connection with a termination contemplated under Section 1.6 below, the Company and the Participant shall take all steps necessary (including with regard to any post-termination services by the Participant) to ensure that a termination contemplated under Section 1.6 constitutes a Separation from Service. In addition, if the Restricted Stock Units are Deferred Compensation, the Restricted Stock Units are settled upon the Participant’s 's Separation from Service and the Participant is a “"specified employee,” " within the meaning of Code Section 409A, on the date the Participant experiences a Separation from Service, then the Shares will be issued on the first business day of the seventh month following the Participant’s 's Separation from Service, or, if earlier, on the date of the Participant’s 's death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A.

Settlement of Restricted Stock Units. Subject (a) Each Restricted Stock Unit represents the right to receive one share of Stock, subject to the terms of and conditions set forth in this Agreement and the Plan and this Agreement, Plan. The Restricted Stock Units shall be settled in Shares, provided that Participant has satisfied any Tax-Related Items pursuant credited to Section 8 belowa separate account maintained for the Employee on the books and records of the Company (the “Account”). Shares will be issued to Participant within 70 days following the applicable Vesting Date unless subject All amounts credited to the terms Account shall continue for all purposes to be part of the general assets of the Company. (b) Subject to the provisions hereof, promptly following the determination set forth in Section 3 above, and in any event no later than no later than the last day of Fiscal Year 2017, the Company shall (i) issue and deliver to the Employee the number of shares of Stock equal to the number of vested Restricted Stock Units (rounded up to the nearest whole share); and (ii) enter the Employee’s deferred compensation plan; provided, however, that if name on the Participant books of the Company as the shareholder of record with respect to the shares of Stock delivered to the Employee. (c) If the Employee is subject to taxation in the U.S. (deemed a “U.S. Taxpayer”)specified employee” within the meaning of Section 409A of the Code, as determined by the Committee, at a time when the Employee becomes eligible for settlement of the Restricted Stock Units vest pursuant to Section 1.6 below and upon his/her “separation from service” within the Restricted Stock Units are considered “non-qualified deferred compensation” subject to meaning of Section 409A of the Code (“Code Code, then to the extent necessary to prevent any accelerated or additional tax under Section 409A,” and 409A of the Code, such compensation, “Deferred Compensation”), the Shares settlement will be issued in accordance with delayed until the following scheduleearlier of: (i) if the termination event giving rise to the vesting acceleration occurs prior to the Change in Control and the Change in Control constitutes a “change in control event” (within the meaning of U.S. Treasury Regulation 1.409A-3(i)(5)(i)) (a “409A CIC”), the Shares will be issued on the date of the Change in Control, and if the Change in Control does not constitute a 409A CIC, the Shares will be issued on the date that is six months following the ParticipantEmployee’s “separation from service” (within the meaning of Code Section 409A) (a “Separation from Service”); service and (ii) if the termination event giving rise Employee’s death. (d) Subject to any exceptions set forth in this Agreement or the Plan, prior to the vesting acceleration occurs on or following of the Change in Control and the Change in Control constitutes a 409A CIC, then the Shares will be issued within 30 days following the Participant’s Separation from Service, and if the Change in Control is not a 409A CIC, then the Shares will be issued on the date that is six months following the Participant’s Separation from Service. Notwithstanding the foregoing, for purposes of complying with Code Section 409A, if the Participant is a U.S. TaxpayerRestricted Stock Units hereunder, the Restricted Stock Units are considered Deferred Compensation and or the rights relating thereto may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Employee. Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Restricted Stock Units are to or the rights relating thereto during such period shall be settled in connection with a termination contemplated under Section 1.6 below, the Company and the Participant shall take all steps necessary (including with regard to any post-termination services by the Participant) to ensure that a termination contemplated under Section 1.6 constitutes a Separation from Service. In additionwholly ineffective and, if the Restricted Stock Units are Deferred Compensationany such attempt is made, the Restricted Stock Units are settled will be forfeited by the Employee and all of the Employee’s rights to such shares shall immediately terminate without any payment or consideration by the Company. (e) The Employee shall have no rights in, to or under the shares of Stock to be issued upon the Participant’s Separation from Service and the Participant is a “specified employee,” within the meaning of Code Section 409A, on the date the Participant experiences a Separation from Service, then the Shares will be issued on the first business day vesting of the seventh month following Restricted Stock Units unless and until the Participant’s Separation from Servicevesting conditions set forth herein are satisfied and, oruntil such date, if earlier, on the date shall have no rights of a shareholder of the ParticipantCompany including, without limitation, no right to vote such shares and no right to receive any dividends or other distributions paid with respect to such shares. (f) Upon vesting of the Restricted Stock Units, the Company may issue stock certificates or evidence the Employee’s death, to interest therein by using a book entry account with the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A.Company’s transfer agent.

Settlement of Restricted Stock Units. Subject to Section 9, in the terms event that one or more Restricted Stock Unit vests and the Restricted Period applicable to such Restricted Stock Unit lapses, the Company will issue (A) a number of shares of Common Stock (or, in the Committee’s discretion, a lump sum cash payment equal to the Fair Market Value of such shares of Common Stock) to Participant in settlement and payment of the Plan and this Agreement, applicable portion of the Restricted Stock Unit Award equal to the number of then-vested Restricted Stock Units shall be settled in Sharesand (B) a lump sum of cash equal to any Dividend Equivalents credited with respect to such vested Restricted Stock Units or, provided that Participant has satisfied any Taxat the discretion of the Committee, shares of Common Stock having a Fair Market Value equal to such Dividend Equivalents, on the earliest of: (a) the 30-Related Items pursuant to Section 8 below. Shares will be issued to Participant within 70 days day period following the applicable Time-Based Vesting Date unless subject to on which the terms applicable portion of the Company’s deferred compensation plan; provided, however, that if the Participant is subject to taxation in the U.S. (a “U.S. Taxpayer”), the Restricted Stock Units vest pursuant to vests under Section 1.6 below and 3.a. (or would have become vested under Section 3.a. had an earlier vesting event under Section 3.c. not applied); or (b) the Restricted Stock Units are considered “non30-qualified deferred compensation” subject to Section 409A of the Code (“Code Section 409A,” and such compensation, “Deferred Compensation”), the Shares will be issued in accordance with the day period following schedule: (i) if the termination event giving rise to the vesting acceleration occurs prior to the Change in Control and the Change in Control constitutes a “change in control event” (within the meaning of U.S. Treasury Regulation 1.409A-3(i)(5)(i)) (a “409A CIC”), the Shares will be issued on the date of the Change in Control, and if the Change in Control does not constitute a 409A CIC, the Shares will be issued on the date that is six months following the Participant’s “separation from service” (within the meaning of Code Section 409A) (a “Separation from Service”); (ii) if the termination event giving rise to the vesting acceleration occurs on or following the Change in Control and the Change in Control constitutes a 409A CIC, then the Shares will be issued within 30 days following the Participant’s Separation from Service, and if the Change in Control is not a 409A CIC, then the Shares will be issued on the date that is six months following the Participant’s Separation from Service. Notwithstanding the foregoing, for purposes of complying with Code Section 409A, if the Participant is a U.S. Taxpayer, the Restricted Stock Units are considered Deferred Compensation and the Restricted Stock Units are to be settled in connection with a termination contemplated under Section 1.6 below, the Company and the Participant shall take all steps necessary (including with regard to any post-termination services by the Participant) to ensure that a termination contemplated under Section 1.6 constitutes a Separation from Service. In addition, if the Restricted Stock Units are Deferred Compensation, the Restricted Stock Units are settled upon the Participant’s Separation from Service and the Participant is (i) as a “specified employee,” within the meaning result of Code Section 409A, on the date the Participant experiences a Separation from Service, then the Shares will be issued on the first business day of the seventh month following the Participant’s Separation from Service, or, if earlier, on the date of the Participant’s death, (ii) following Participant’s Disability, (iii) following Participant’s becoming Retirement-Eligible, or (iv) as a result of a Participant’s Involuntary Termination during the 24-month period following the closing date of a Change in Control. Upon such date, the applicable “Distribution Date,” Participant shall have no further rights with respect to any Restricted Stock Units that are settled under this Section 7 or that terminate pursuant to Section 3 as of the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A.applicable Distribution Date.

Settlement of Restricted Stock Units. Subject to Section 10, in the terms event that one or more Restricted Stock Unit vests and the Restricted Period applicable to such Restricted Stock Unit lapses, the Company will issue (A) a number of shares of Common Stock (or, in the Committee’s discretion, a lump sum cash payment equal to the Fair Market Value of such shares of Common Stock) to Participant in settlement and payment of the Plan and this Agreement, applicable portion of the Restricted Stock Unit Award equal to the number of then-vested Restricted Stock Units shall be settled in Sharesand (B) a lump sum of cash equal to any Dividend Equivalents credited with respect to such vested Restricted Stock Units or, provided that Participant has satisfied any Taxat the discretion of the Committee, shares of Common Stock having a Fair Market Value equal to such Dividend Equivalents, on the earliest of: (a) the 30-Related Items pursuant to Section 8 below. Shares will be issued to Participant within 70 days day period following the applicable Time-Based Vesting Date unless subject to on which the terms applicable portion of the Company’s deferred compensation plan; provided, however, that if the Participant is subject to taxation in the U.S. (a “U.S. Taxpayer”), the Restricted Stock Units vest pursuant to vests under Section 1.6 below and 4.a. (or would have become vested under Section 4.a. had an earlier vesting event under Section 4.c. not applied); or (b) the Restricted Stock Units are considered “non30-qualified deferred compensation” subject to Section 409A of the Code (“Code Section 409A,” and such compensation, “Deferred Compensation”), the Shares will be issued in accordance with the day period following schedule: (i) if the termination event giving rise to the vesting acceleration occurs prior to the Change in Control and the Change in Control constitutes a “change in control event” (within the meaning of U.S. Treasury Regulation 1.409A-3(i)(5)(i)) (a “409A CIC”), the Shares will be issued on the date of the Change in Control, and if the Change in Control does not constitute a 409A CIC, the Shares will be issued on the date that is six months following the Participant’s “separation from service” (within the meaning of Code Section 409A) (a “Separation from Service”); (ii) if the termination event giving rise to the vesting acceleration occurs on or following the Change in Control and the Change in Control constitutes a 409A CIC, then the Shares will be issued within 30 days following the Participant’s Separation from Service, and if the Change in Control is not a 409A CIC, then the Shares will be issued on the date that is six months following the Participant’s Separation from Service. Notwithstanding the foregoing, for purposes of complying with Code Section 409A, if the Participant is a U.S. Taxpayer, the Restricted Stock Units are considered Deferred Compensation and the Restricted Stock Units are to be settled in connection with a termination contemplated under Section 1.6 below, the Company and the Participant shall take all steps necessary (including with regard to any post-termination services by the Participant) to ensure that a termination contemplated under Section 1.6 constitutes a Separation from Service. In addition, if the Restricted Stock Units are Deferred Compensation, the Restricted Stock Units are settled upon the Participant’s Separation from Service and the Participant is (i) as a “specified employee,” within the meaning result of Code Section 409A, on the date the Participant experiences a Separation from Service, then the Shares will be issued on the first business day of the seventh month following the Participant’s Separation from Service, or, if earlier, on the date of the Participant’s death, (ii) following Participant’s Disability, (iii) following Participant’s becoming Retirement-Eligible, or (iv) as a result of a Participant’s Involuntary Termination during the 24-month period following the closing date of a Change in Control. Upon such date, the applicable “Distribution Date,” Participant shall have no further rights with respect to any Restricted Stock Units that are settled under this Section 8 or that terminate pursuant to Section 4 as of the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A.applicable Distribution Date.

Settlement of Restricted Stock Units. 6.1 Subject to Section 9 hereof, promptly following the terms Trigger Date, the Company shall (a) issue and deliver to the Grantee the number of shares of Common Stock equal to the number of Vested Units; and (b) enter the Grantee’s name on the books of the Company as the stockholder of record with respect to the shares of Common Stock delivered to the Grantee. The “Trigger Date” means the earliest of (a) August 24, 2015, (b) the date of a “double trigger” termination of Continuous Service under the circumstances and during the period as specified in Section 12.1(a) of the Plan and this Agreement, Restricted Stock Units shall be settled in Shares, provided that Participant has satisfied any Tax-Related Items pursuant to Section 8 below. Shares will be issued to Participant within 70 days following the applicable Vesting Date unless subject to the terms of the Company’s deferred compensation plan; provided, however, that if the Participant is subject to taxation (but only in the U.S. (a “U.S. Taxpayer”), the Restricted Stock Units vest pursuant to Section 1.6 below and the Restricted Stock Units are considered “non-qualified deferred compensation” subject to Section 409A of the Code (“Code Section 409A,” and such compensation, “Deferred Compensation”), the Shares will be issued in accordance with the following schedule: (i) if the termination event giving rise to the vesting acceleration occurs prior to that the Change in Control which is one of the triggers in such “double trigger” termination of Continuous Service is an event described in Section 409A(a)(2)(A)(v) of the Code and the Change regulations and other guidance promulgated thereunder and/or that such qualifying termination of Continuous Service which is the other trigger in Control constitutes such “double trigger” termination of Continuous Service is a “change in control event” (within the meaning of U.S. Treasury Regulation 1.409A-3(i)(5)(i)) (a “409A CIC”), the Shares will be issued on the date of the Change in Control, and if the Change in Control does not constitute a 409A CIC, the Shares will be issued on the date that is six months following the Participant’s “separation from service” (within as described in Section 409A(a)(2)(A)(i) of the meaning of Code Section 409A) (a “Separation from Service”); (ii) if the termination event giving rise to the vesting acceleration occurs on or following the Change in Control and the Change in Control constitutes a 409A CICregulations and other guidance promulgated thereunder), then the Shares will be issued within 30 days following the Participant’s Separation from Service, and if the Change in Control is not a 409A CIC, then the Shares will be issued on the date that is six months following the Participant’s Separation from Service. Notwithstanding the foregoing, for purposes of complying with Code Section 409A, if the Participant is a U.S. Taxpayer, the Restricted Stock Units are considered Deferred Compensation and the Restricted Stock Units are to be settled in connection with a termination contemplated under Section 1.6 below, the Company and the Participant shall take all steps necessary (including with regard to any post-termination services by the Participantc) to ensure that a termination contemplated under Section 1.6 constitutes a Separation from Service. In addition, if the Restricted Stock Units are Deferred Compensation, the Restricted Stock Units are settled upon the Participant’s Separation from Service and the Participant is a “specified employee,” within the meaning of Code Section 409A, on the date the Participant experiences Grantee’s Continuous Service terminates as a Separation from Service, then the Shares will be issued on the first business day result of the seventh month following Grantee’s Disability (but only, in such case, in the Participant’s Separation from Serviceevent that such termination of Continuous Service is due to the Grantee becoming “disabled” as described in Section 409A(a)(2)(C) of the Code and the regulations and other guidance promulgated thereunder) or death, oror (d) upon verification by the Committee as such and a determination by the Committee, if earlieras a matter of grace, on to allow such to be a Trigger Date, the date of an unforeseeable emergency as described in Section 409A(a)(2)(A)(vi) of the Participant’s deathCode and the regulations and other guidance promulgated thereunder, but only to the extent necessary to satisfy such delayed payment emergency and to pay taxes reasonably anticipated as a result thereof after taking into account the extent to which such hardship is required or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Grantee’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship) (determined in order to avoid a prohibited distribution under accordance with Section 409A(a)(2)(B)(ii)(II) of the Code Section 409A.and the regulations and other guidance promulgated thereunder).

Settlement of Restricted Stock Units. Subject to the terms of the Plan (a) Status as a Creditor. Unless and this Agreement, until Restricted Stock Units shall have vested, the Participant will have no settlement right with respect to any Restricted Stock Units. Prior to settlement of any vested Restricted Stock Units, the vested Restricted Stock Units will represent an unfunded and unsecured obligation of the Company, payable (if at all) only from the general assets of the Company. The Participant is an unsecured general creditor of the Company, and settlement of Restricted Stock Units is subject to the claims of the Company's creditors. (b) Form and Timing of Settlement. Restricted Stock Units will be settled in Sharesthe form of Shares upon the vesting of the Restricted Stock Units. Where a fractional Share would be owed to the Participant upon the vesting of Restricted Stock Units, the Company may (1) round up the Shares that are payable to the Participant to the nearest whole number, or (2) pay a cash payment equivalent in place of such fractional Share. Upon issuance, Shares will be electronically transferred to an account in the Participant's name at the provider then administering the Plan as it relates to the Restricted Stock Units. The Shares to be issued upon settlement will be issued as soon as practicable to the Participant following each Vesting Date; provided that Participant has satisfied any Tax-Related Items pursuant to Section 8 below. that: (i) such Shares will be issued to no later than the date that is two and a half (2.5) months from the end of the later of (1) the Participant's tax year that includes the Vesting Date, or (2) the Company's tax year that includes the Vesting Date; and (ii) for any Restricted Stock Units for which the Vesting Date is after the date the Participant within 70 days following attains Retirement Eligibility and which would constitute a “deferral of compensation” under Section 409A, Shares will be issued: (A) on the applicable Vesting Date unless subject to the terms Date; (B) within thirty (30) days following a Separation from Service within 24 months of the Company’s deferred compensation plan; provided, however, that if the Participant is subject to taxation a Change in the U.S. (a “U.S. Taxpayer”), the Restricted Stock Units vest pursuant to Section 1.6 below and the Restricted Stock Units are considered “non-qualified deferred compensation” subject to Section 409A of the Code (“Code Section 409A,” and such compensation, “Deferred Compensation”), the Shares will be issued Control which triggers accelerated vesting in accordance with the following schedule: terms of this Agreement; or (iC) if in the termination event giving rise to the vesting acceleration occurs prior to the Change in Control and the Change in Control constitutes of a “change in control event” Participant's death or RSU Disability, within thirty (within the meaning 30) days of U.S. Treasury Regulation 1.409A-3(i)(5)(i)) (a “409A CIC”), the Shares will be issued on the date of the Change in Control, and if the Change in Control does not constitute a 409A CIC, the Shares will be issued on the date that is six months following the Participant’s “separation from service” death or RSU Disability. (within the meaning of Code Section 409Ac) (a “Separation from Service”); (ii) if the termination event giving rise Clawback. Notwithstanding any provision to the vesting acceleration occurs on contrary, any “clawback” or following the Change in Control and the Change in Control constitutes a 409A CIC, then the Shares will be issued within 30 days following the Participant’s Separation from Service, and if the Change in Control is not a 409A CIC, then the Shares will be issued on the date that is six months following the Participant’s Separation from Service. Notwithstanding the foregoing, “recoupment” policy required under applicable law or provided for purposes of complying with Code Section 409A, if the Participant is a U.S. Taxpayer, the Restricted Stock Units are considered Deferred Compensation and the Restricted Stock Units are under Company policy shall automatically apply to be settled in connection with a termination contemplated under Section 1.6 below, the Company and the Participant shall take all steps necessary (including with regard to any post-termination services by the Participant) to ensure that a termination contemplated under Section 1.6 constitutes a Separation from Service. In addition, if the Restricted Stock Units are Deferred Compensation, the Restricted Stock Units are settled upon the Participant’s Separation from Service and the Participant is a “specified employee,” within the meaning of Code Section 409A, on the date the Participant experiences a Separation from Service, then the Shares will be issued on the first business day of the seventh month following the Participant’s Separation from Service, or, if earlier, on the date of the Participant’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A.this Award.

Settlement of Restricted Stock Units. Subject (a) Upon the expiration of the Restriction Period, Xxxxxxxxx shall cause to be issued to the terms Employee, or to the Employee’s estate in the event of the Plan Employee’s death, one (1) share of Common Stock in payment and this Agreementsettlement of each vested Restricted Stock Unit. Xxxxxxxxx shall cause the shares of Common Stock issuable in connection with the vesting of any such Restricted Stock Units to be issued as soon as practicable after the Restriction Period, but in all events no later than 30 days after the Restriction Period, and the Employee shall have no power to affect the timing of such issuance. Such issuance shall be evidenced by a stock certificate or appropriate entry on the books of Xxxxxxxxx or a duly authorized transfer agent of Xxxxxxxxx and shall be in complete settlement and satisfaction of such vested Restricted Stock Units. Notwithstanding the foregoing, if the Employee is resident or provides services outside of the United States, Xxxxxxxxx, in its sole discretion, may provide for the settlement of the Restricted Stock Units in the form of: (i) a cash payment in an amount equal to the Fair Market Value of the shares of Common Stock as of the vesting date that corresponds to the number of vested Restricted Stock Units, to the extent settlement in shares of Common Stock (i) is prohibited under local law, (ii) would require the Employee, Xxxxxxxxx or any Affiliate to obtain the approval of any governmental or regulatory body in the Employee’s country of residence (or country of employment, if different), (iii) would result in adverse tax consequences for the Employee, Xxxxxxxxx or any Affiliate, or (iv) is administratively burdensome; or (ii) shares of Common Stock, but require the Employee to sell such shares of Common Stock immediately or within a specified period following the Employee’s termination of employment (in which case, the Employee agrees that Xxxxxxxxx shall have the authority to issue sale instructions in relation to such shares of Common Stock on the Employee’s behalf). (b) If the Employee is a taxpayer of the United States of America (“U.S.”) and has attained or will attain age 55 prior to the expiration of the Restriction Period applicable to Restricted Stock Units, such Restricted Stock Units shall be settled in Shares, provided that Participant has satisfied any Tax-Related Items pursuant to Section 8 below. Shares will be issued to Participant within 70 days following the applicable Vesting Date unless treated as “deferred compensation” subject to the terms section 409A of Code. In such case, if those Restricted Stock Units vest and become payable on account of the CompanyEmployee’s deferred compensation plan; provided, however, that if the Participant is subject to taxation in the U.S. (a “U.S. Taxpayer”)termination of employment, the Restricted Stock Units vest pursuant to Section 1.6 below and the Restricted Stock Units are considered “shall not become payable (even though non-qualified deferred compensation” subject to Section 409A of the Code (“Code Section 409A,” and such compensation, “Deferred Compensation”), the Shares will be issued in accordance with the following schedule: (iforfeitable) if unless the termination event giving rise to the vesting acceleration occurs prior to the Change in Control and the Change in Control constitutes a “change in control event” (within the meaning of U.S. Treasury Regulation 1.409A-3(i)(5)(i)) (a “409A CIC”), the Shares will be issued on the date of the Change in Control, and if the Change in Control does not constitute a 409A CIC, the Shares will be issued on the date that is six months following the Participant’s “separation from service” (within as defined in Treasury Regulations promulgated under section 409A of the meaning of Code Section 409A) (a “Separation from Service”); (ii) if the termination event giving rise to the vesting acceleration occurs on or following the Change in Control and the Change in Control constitutes a 409A CIC, then the Shares will be issued within 30 days following the Participant’s Separation from Service, and if the Change in Control is not a 409A CIC, then the Shares will be issued on the date that is six months following the Participant’s Separation from Service. Notwithstanding the foregoing, for purposes of complying with Code Section 409A, if the Participant is a U.S. Taxpayer, the Restricted Stock Units are considered Deferred Compensation and the Restricted Stock Units are to be settled in connection with a termination contemplated under Section 1.6 below, the Company and the Participant shall take all steps necessary (including with regard to any post-termination services by the Participant) to ensure that a termination contemplated under Section 1.6 constitutes a Separation from ServiceCode. In addition, if the Restricted Stock Units are Deferred Compensation, the Restricted Stock Units are settled upon the Participant’s Separation from Service and the Participant Employee is a “specified employee,” within the meaning Specified Employee, payment on account of Code Section 409A, on separation from service hereunder shall be made as of the date the Participant experiences a Separation from Service, then the Shares will be issued on the first business day of the seventh month that is six (6) months following the ParticipantEmployee’s Separation separation from Service, service (or, if earlier, on upon the date of the ParticipantEmployee’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A.).

Settlement of Restricted Stock Units. 6.1 Subject to Section 9 hereof, on or after January 1, 2026, the terms Grantee may elect to require the Company to (a) issue and deliver to the Grantee up to fifty-percent (50%) of the Plan and this Agreement, Restricted number of shares of Common Stock Units shall be settled in Shares, provided that Participant has satisfied any Tax-Related Items pursuant to Section 8 below. Shares will be issued to Participant within 70 days following the applicable Vesting Date unless subject to the terms of the Company’s deferred compensation plan; provided, however, that if the Participant is subject to taxation in the U.S. (a “U.S. Taxpayer”), underlying the Restricted Stock Units vest pursuant granted hereunder and cash equal to any Dividend Equivalents credited with respect to such Vested Units, at the discretion of the Committee, shares of Common Stock having a Fair Market Value equal to such Dividend Equivalents; and (b) enter the Grantee's name on the books of the Company as the shareholder of record with respect to the shares of Common Stock delivered to the Grantee. 6.2 Subject to Section 1.6 below 9 hereof, on or after January 1, 2027, the Grantee may elect to require the Company to (a) issue and deliver to the Grantee the number of shares of Common Stock equal to the number of all remaining Common Stock underlying the Restricted Stock Units are considered “non-qualified deferred compensation” subject granted hereunder not previously delivered pursuant to Section 6.1 above and cash equal to any Dividend Equivalents credited with respect to such Vested Units, at the discretion of the Committee, shares of Common Stock having a Fair Market Value equal to such Dividend Equivalents; and (b) enter the Grantee's name on the books of the Company as the shareholder of record with respect to the shares of Common Stock delivered to the Grantee. 6.3 If the Grantee is deemed a "specified employee" within the meaning of Section 409A of the Code (“Code Section 409A,” and such compensationCode, “Deferred Compensation”)as determined by the Committee, at a time when the Shares will be issued in accordance with Grantee becomes eligible for settlement of the following schedule: (i) if the termination event giving rise to the vesting acceleration occurs prior to the Change in Control and the Change in Control constitutes a “change in control event” (RSUs upon his "separation from service" within the meaning of U.S. Treasury Regulation 1.409A-3(i)(5)(i)) (a “Section 409A CIC”)of the Code, then to the Shares extent necessary to prevent any accelerated or additional tax under Section 409A of the Code, such settlement will be issued on delayed until the date of the Change in Control, and if the Change in Control does not constitute a 409A CIC, the Shares will be issued on earlier of: (a) the date that is six months following the Participant’s “Grantee's separation from service” service and (within b) the meaning of Code Section 409A) (a “Separation from Service”); (ii) if Grantee's death. 6.4 To the termination event giving rise to extent that the vesting acceleration occurs on or following the Change Grantee does not vest in Control and the Change any Restricted Stock Units, all interest in Control constitutes a 409A CIC, then the Shares will be issued within 30 days following the Participant’s Separation from Service, and if the Change in Control is not a 409A CIC, then the Shares will be issued on the date that is six months following the Participant’s Separation from Service. Notwithstanding the foregoing, for purposes of complying with Code Section 409A, if the Participant is a U.S. Taxpayer, the such Restricted Stock Units are considered Deferred Compensation and the any related Dividend Equivalents shall be forfeited. The Grantee has no right or interest in any Restricted Stock Units that are to be settled in connection with a termination contemplated under Section 1.6 below, the Company and the Participant shall take all steps necessary (including with regard to any post-termination services by the Participant) to ensure that a termination contemplated under Section 1.6 constitutes a Separation from Service. In addition, if the Restricted Stock Units are Deferred Compensation, the Restricted Stock Units are settled upon the Participant’s Separation from Service and the Participant is a “specified employee,” within the meaning of Code Section 409A, on the date the Participant experiences a Separation from Service, then the Shares will be issued on the first business day of the seventh month following the Participant’s Separation from Service, or, if earlier, on the date of the Participant’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A.forfeited.

Settlement of Restricted Stock Units. Subject Each Restricted Stock Unit shall entitle the Grantee to one Share which shall be distributed to the terms Grantee (or to the estate, guardian or beneficiary of the Plan Grantee, as the case may be) on the Settlement Date(s) as defined herein. The Settlement Date(s) shall be the date(s) specified by the Grantee in the Settlement Date Election Form attached hereto as Exhibit A. In the event that the Grantee does not complete and this Agreementreturn a Settlement Date Election Form to the Company on or before December 31, 2005, January 10, 2006 shall be deemed to be the Settlement Date for all Restricted Stock Units awarded under this Agreement. Notwithstanding anything to the contrary in this Agreement or the Settlement Date Election Form, upon the first to occur of the following events, Shares shall be settled distributed in Sharesthe settlement of Restricted Stock Units as soon as reasonably practicable, provided and such date(s) of distribution shall be deemed to be the Settlement Date(s); (a) Grantee’s separation from service as defined by Section 409A of the Code; provided, however that Participant has satisfied any Tax-Related Items pursuant to if Grantee is or becomes a specified employee as defined by Section 8 below. Shares will 409A of the Code, such date shall be issued to Participant within 70 days following delayed by six months; (b) Grantee’s becoming disabled, as defined by Section 409A of the applicable Vesting Date unless subject to Code; (c) Grantee’s death; (d) To the terms extent permitted by Section 409A of the Code, a change in ownership or effective control of the Company’s deferred compensation plan; provided, however, that if the Participant is subject to taxation or in the U.S. ownership of a substantial portion of the assets of the Company; or (a “U.S. Taxpayer”)e) Grantee’s unforeseeable emergency, as defined and not in excess of the amount permitted by Section 409A of the Code; The Company’s obligations to the Grantee with respect to the Restricted Stock Units vest pursuant will be satisfied in full upon the distribution of Shares corresponding to Section 1.6 below and the such Restricted Stock Units are considered “nonUnits. On the Settlement Date(s), the Company may, at its election, either (i) deliver to the Grantee a certificate representing the number of Shares to be distributed to the Grantee as of that Settlement Date; (ii) credit the number of Shares to be distributed to the Grantee as of that Settlement Date to a book-qualified deferred compensation” subject entry account in the name of the Grantee held by the Company’s transfer agent; or (iii) credit the number of Shares to be distributed to the Grantee as of that Settlement Date to a brokerage account designated by the Grantee. In no event may any Settlement Date be accelerated except in accordance with Section 409A of the Code (“Code Section 409A,” and such compensation, “Deferred Compensation”), the Shares will be issued in accordance with the following schedule: (i) if the termination event giving rise to the vesting acceleration occurs prior to the Change in Control and the Change in Control constitutes a “change in control event” (within the meaning of U.S. Treasury Regulation 1.409A-3(i)(5)(i)) (a “409A CIC”), the Shares will be issued on the date of the Change in Control, and if the Change in Control does not constitute a 409A CIC, the Shares will be issued on the date that is six months following the Participant’s “separation from service” (within the meaning of Code Section 409A) (a “Separation from Service”); (ii) if the termination event giving rise to the vesting acceleration occurs on or following the Change in Control and the Change in Control constitutes a 409A CIC, then the Shares will be issued within 30 days following the Participant’s Separation from Service, and if the Change in Control is not a 409A CIC, then the Shares will be issued on the date that is six months following the Participant’s Separation from Service. Notwithstanding the foregoing, for purposes of complying with Code Section 409A, if the Participant is a U.S. Taxpayer, the Restricted Stock Units are considered Deferred Compensation and the Restricted Stock Units are to be settled in connection with a termination contemplated under Section 1.6 below, the Company and the Participant shall take all steps necessary (including with regard to any post-termination services by the Participant) to ensure that a termination contemplated under Section 1.6 constitutes a Separation from Service. In addition, if the Restricted Stock Units are Deferred Compensation, the Restricted Stock Units are settled upon the Participant’s Separation from Service and the Participant is a “specified employee,” within the meaning of Code Section 409A, on the date the Participant experiences a Separation from Service, then the Shares will be issued on the first business day of the seventh month following the Participant’s Separation from Service, or, if earlier, on the date of the Participant’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A.Code.

Settlement of Restricted Stock Units. Subject to Section 7(d), the terms Company shall deliver to the Participant one share of Stock [or, if elected by a Participant who is not a member of the Plan Company’s management committee, the cash value thereof]2 [or the cash value thereof, as elected by the Participant,]3 in settlement of each outstanding 2 For Participants other than Messrs. Xxxxx and this AgreementXxxxxx. 3 For Messrs. Xxxxx and Xxxxxx only. Restricted Stock Unit that has vested as provided in Section 2 on the first to occur of (i) the later of the second day after the Committee determines that the Goals have been satisfied (but in no event later than 2 1/2 months after the end of the Performance Period) and the Vesting Date; (ii) in the event of a Termination of Service due to death, January 31 of the year following the Participant’s Termination of Service; (iii) in the event of a termination due to Disability, on the later of January 31 of the year following the Participant’s Termination of Service due to Disability and the second day after the Committee determines that the Goals with respect to a Performance Period have been satisfied (but in no event later than 2 1/2 months after the end of the relevant Performance Period) and (iv) other than with respect to Specified Units, upon a Change in Control (as defined in the Plan) in which the Restricted Stock Units do not continue; and (v) with respect to Specified Units, upon a Change in Control (as defined in Section 2(c)), in each case by either (x) if the Participant has not elected to receive cash, (A) issuing one or more stock certificates evidencing the Stock to the Participant, (B) registering the issuance of the Stock in the name of the Participant through a book entry credit in the records of the Company’s transfer agent, (y) if the Participant has elected to receive cash, a cash payment equal to the Fair Market Value of the Stock on the settlement date or (z) in the event of settlement upon a Change in Control, a cash payment equal to the Change in Control Price multiplied by the number of vested Restricted Stock Units. No fractional shares of stock shall be issued in respect of Restricted Stock Units. Fractional Restricted Stock Units shall be settled in Shares, provided that Participant has satisfied any Tax-Related Items pursuant to Section 8 below. Shares will be issued to Participant within 70 days following the applicable Vesting Date unless subject through a cash payment equal to the terms Fair Market Value of the Company’s deferred compensation plan; provided, however, that if the Participant is subject to taxation in the U.S. (a “U.S. Taxpayer”), the Restricted Stock Units vest pursuant to Section 1.6 below and the Restricted Stock Units are considered “non-qualified deferred compensation” subject to Section 409A of the Code (“Code Section 409A,” and such compensation, “Deferred Compensation”), the Shares will be issued in accordance with the following schedule: (i) if the termination event giving rise to the vesting acceleration occurs prior to the Change in Control and the Change in Control constitutes a “change in control event” (within the meaning of U.S. Treasury Regulation 1.409A-3(i)(5)(i)) (a “409A CIC”), the Shares will be issued on the date of the Change in Control, and if the Change in Control does not constitute a 409A CIC, the Shares will be issued on the date that is six months following the Participant’s “separation from service” (within the meaning of Code Section 409A) (a “Separation from Service”); (ii) if the termination event giving rise to the vesting acceleration occurs on or following the Change in Control and the Change in Control constitutes a 409A CIC, then the Shares will be issued within 30 days following the Participant’s Separation from Service, and if the Change in Control is not a 409A CIC, then the Shares will be issued on the date that is six months following the Participant’s Separation from Service. Notwithstanding the foregoing, for purposes of complying with Code Section 409A, if the Participant is a U.S. Taxpayer, the Restricted Stock Units are considered Deferred Compensation and the Restricted Stock Units are to be settled in connection with a termination contemplated under Section 1.6 below, the Company and the Participant shall take all steps necessary (including with regard to any post-termination services by the Participant) to ensure that a termination contemplated under Section 1.6 constitutes a Separation from Service. In addition, if the Restricted Stock Units are Deferred Compensation, the Restricted Stock Units are settled upon the Participant’s Separation from Service and the Participant is a “specified employee,” within the meaning of Code Section 409A, on the date the Participant experiences a Separation from Service, then the Shares will be issued on the first business day of the seventh month following the Participant’s Separation from Service, or, if earlier, on the date of the Participant’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A.settlement date.

Settlement of Restricted Stock Units. Subject Each Restricted Stock Unit shall entitle the Grantee to one Share which shall be distributed to the terms Grantee (or to the estate, guardian or beneficiary of the Plan Grantee, as the case may be) on the Settlement Date(s) as defined herein. The Settlement Date(s) shall be the date(s) specified by the Grantee in the Settlement Date Election Form attached hereto as Exhibit A. In the event that the Grantee does not complete and this Agreementreturn a Settlement Date Election Form to the Company on or before December 31, 200_, _____________ shall be deemed to be the Settlement Date for all Restricted Stock Units awarded under this Agreement. Notwithstanding anything to the contrary in this Agreement or the Settlement Date Election Form, upon the first to occur of the following events, Shares shall be settled distributed in Sharesthe settlement of Restricted Stock Units as soon as reasonably practicable, provided and such date(s) of distribution shall be deemed to be the Settlement Date(s); (a) Grantee’s separation from service as defined by Section 409A of the Code; provided, however that Participant has satisfied any Tax-Related Items pursuant to if Grantee is or becomes a specified employee as defined by Section 8 below. Shares will 409A of the Code, such date shall be issued to Participant within 70 days following delayed by six months; (b) Grantee’s becoming disabled, as defined by Section 409A of the applicable Vesting Date unless subject to Code; (c) Grantee’s death; (d) To the terms extent permitted by Section 409A of the Code, a change in ownership or effective control of the Company’s deferred compensation plan; provided, however, that if the Participant is subject to taxation or in the U.S. ownership of a substantial portion of the assets of the Company; or (a “U.S. Taxpayer”)e) Grantee’s unforeseeable emergency, as defined and not in excess of the amount permitted by Section 409A of the Code; The Company’s obligations to the Grantee with respect to the Restricted Stock Units vest pursuant will be satisfied in full upon the distribution of Shares corresponding to Section 1.6 below and the such Restricted Stock Units are considered “nonUnits. On the Settlement Date(s), the Company may, at its election, either (i) deliver to the Grantee a certificate representing the number of Shares to be distributed to the Grantee as of that Settlement Date; (ii) credit the number of Shares to be distributed to the Grantee as of that Settlement Date to a book-qualified deferred compensation” subject entry account in the name of the Grantee held by the Company’s transfer agent; or (iii) credit the number of Shares to be distributed to the Grantee as of that Settlement Date to a brokerage account designated by the Grantee. In no event may any Settlement Date be accelerated except in accordance with Section 409A of the Code (“Code Section 409A,” and such compensation, “Deferred Compensation”), the Shares will be issued in accordance with the following schedule: (i) if the termination event giving rise to the vesting acceleration occurs prior to the Change in Control and the Change in Control constitutes a “change in control event” (within the meaning of U.S. Treasury Regulation 1.409A-3(i)(5)(i)) (a “409A CIC”), the Shares will be issued on the date of the Change in Control, and if the Change in Control does not constitute a 409A CIC, the Shares will be issued on the date that is six months following the Participant’s “separation from service” (within the meaning of Code Section 409A) (a “Separation from Service”); (ii) if the termination event giving rise to the vesting acceleration occurs on or following the Change in Control and the Change in Control constitutes a 409A CIC, then the Shares will be issued within 30 days following the Participant’s Separation from Service, and if the Change in Control is not a 409A CIC, then the Shares will be issued on the date that is six months following the Participant’s Separation from Service. Notwithstanding the foregoing, for purposes of complying with Code Section 409A, if the Participant is a U.S. Taxpayer, the Restricted Stock Units are considered Deferred Compensation and the Restricted Stock Units are to be settled in connection with a termination contemplated under Section 1.6 below, the Company and the Participant shall take all steps necessary (including with regard to any post-termination services by the Participant) to ensure that a termination contemplated under Section 1.6 constitutes a Separation from Service. In addition, if the Restricted Stock Units are Deferred Compensation, the Restricted Stock Units are settled upon the Participant’s Separation from Service and the Participant is a “specified employee,” within the meaning of Code Section 409A, on the date the Participant experiences a Separation from Service, then the Shares will be issued on the first business day of the seventh month following the Participant’s Separation from Service, or, if earlier, on the date of the Participant’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A.Code.

Settlement of Restricted Stock Units. Subject to Section 3.1 Timing and Manner of Settlement of Restricted Stock Units (a) Unless and until the terms Restricted Stock Units become vested and nonforfeitable in accordance with Section 2.2 or 2.3 of the Plan and this Agreement, the Participant will have no right to Settlement of any such Restricted Stock Units. Vested and non-forfeitable Restricted Stock Units shall be settled Settled by the Company (i) with respect to Restricted Stock Units that become vested and non-forfeitable in Sharesaccordance with Sections 2.2, provided 2.3(a) or 2.3(b) of this Agreement, reasonably promptly after the date of any such vesting and the determination by the Committee that Participant any applicable performance target has satisfied any Taxbeen met (and in all events not later than two and one-Related Items pursuant half (2-1/2) months after such vesting date) or (ii) with respect to Restricted Stock Units that become vested and non-forfeitable in accordance with Section 8 below. Shares will 2.3(c) of this Agreement, a date specified by the Company that shall be issued to Participant within 70 days following two and one-half (2-1/2) months after the applicable Vesting Date unless subject to the terms of the Company’s deferred compensation plan; provided, however, that if the Participant is subject to taxation in the U.S. (a “U.S. Taxpayer”), date on which the Restricted Stock Units vest otherwise would have vested pursuant to Section 1.6 below and Sections 2.2(a), 2.3(a) or 2.3(b) if the Participant’s Termination of Employment had not occurred (the date on which the Shares are Settled pursuant to clause (i) or (ii) above, the “Settlement Date”). (b) Such Settlement shall be accomplished by delivering to the Participant (or his beneficiary in the event of death) either (i) a certificate evidencing a number of Shares equal to the number of Restricted Stock Units are considered “that become vested and non-qualified deferred compensation” forfeitable upon that Settlement Date or (ii) an electronic issuance evidencing such Shares. To the extent that the Participant is then subject to Section 409A of the Code (“Code Section 409A,” Stock Ownership Guidelines and that such compensation, “Deferred Compensation”), the Shares will be issued in accordance with the following schedule: are subject to transfer restrictions pursuant to such Stock Ownership Guidelines then such Shares (i) if the termination event giving rise to the vesting acceleration occurs prior to the Change in Control and the Change in Control constitutes a “change in control event” (within the meaning of U.S. Treasury Regulation 1.409A-3(i)(5)(i)) (a “409A CIC”), the Shares will may be issued on the date of the Change in Control, and if the Change in Control does not constitute with a 409A CIC, the Shares will be issued on the date legend indicating that is six months following the Participant’s “separation from serviceTHE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY IS SUBJECT TO TRANSFERABILITY RESTRICTIONS CONTAINED IN THE SBA COMMUNICATIONS CORPORATION STOCK OWNERSHIP GUIDELINES” (within the meaning of Code Section 409A) (a “Separation from Service”); or (ii) if the termination event giving rise to the vesting acceleration occurs on or following the Change in Control and the Change in Control constitutes a 409A CIC, then the Shares will be issued within 30 days following the Participant’s Separation from Service, and if the Change in Control is not a 409A CIC, then the Shares will be issued on the date that is six months following the Participant’s Separation from Service. Notwithstanding the foregoing, for purposes of complying with Code Section 409A, if the Participant is a U.S. Taxpayer, the Restricted Stock Units are considered Deferred Compensation and the Restricted Stock Units are to be settled in connection with a termination contemplated under Section 1.6 belowdelivered electronically, the Company and the Participant shall take all steps may make such provisions as it deems necessary (including with regard to any post-termination services by the Participant) to ensure that each Share is subject to the same terms and conditions as shares that are represented by a termination contemplated under Section 1.6 constitutes a Separation from Servicephysical stock certificate. In addition, if the Restricted Stock Units are Deferred Compensation, the Restricted Stock Units are settled upon the Participant’s Separation from Service and Neither the Participant is a “specified employee,” within the meaning of Code Section 409A, on the date the Participant experiences a Separation from Service, then the Shares will be issued on the first business day of the seventh month following the Participant’s Separation from Service, or, if earlier, on the date nor any of the Participant’s deathsuccessors, to the extent such delayed payment is required heirs, assigns or personal representatives shall have any further rights or interests in order to avoid a prohibited distribution under Code Section 409A.any Restricted Stock Units that are so paid.

Settlement of Restricted Stock Units. Subject (a) Upon the expiration of the Restriction Period, Xxxxxxxxx shall cause to be issued to the terms Employee, or to the Employee’s estate in the event of the Plan Employee’s death, one (1) share of Common Stock in payment and this Agreementsettlement of each vested Restricted Stock Unit. Xxxxxxxxx shall cause the shares of Common Stock issuable in connection with the vesting of any such Restricted Stock Units to be issued as soon as practicable after the Restriction Period, but in all events no later than 30 days after the Restriction Period, and the Employee shall have no power to affect the timing of such issuance. Such issuance shall be evidenced by a stock certificate or appropriate entry on the books of Xxxxxxxxx or a duly authorized transfer agent of Xxxxxxxxx and shall be in complete settlement and satisfaction of such vested Restricted Stock Units. Notwithstanding the foregoing, if the Employee is resident or provides services outside of the United States, Xxxxxxxxx, in its sole discretion, may provide for the settlement of the Restricted Stock Units in the form of: (i) a cash payment in an amount equal to the Fair Market Value of the shares of Common Stock as of the vesting date that corresponds to the number of vested Restricted Stock Units, to the extent settlement in shares of Common Stock (i) is prohibited under local law, (ii) would require the Employee, Xxxxxxxxx or any Affiliate to obtain the approval of any governmental or regulatory body in the Employee’s country of residence (or country of employment, if different), (iii) would result in adverse tax consequences for the Employee, Xxxxxxxxx or any Affiliate, or (iv) is administratively burdensome; or (ii) shares of Common Stock, but require the Employee to sell such shares of Common Stock immediately or within a specified period following the Employee’s termination of employment (in which case, the Employee agrees that Xxxxxxxxx shall have the authority to issue sale instructions in relation to such shares of Common Stock on the Employee’s behalf). (b) If the Employee is a taxpayer of the United States of America (“U.S.”) and has attained or will attain age 55 prior to the expiration of the Restriction Period applicable to Restricted Stock Units, such Restricted Stock Units shall be settled in Shares, provided that Participant has satisfied any Tax-Related Items pursuant to Section 8 below. Shares will be issued to Participant within 70 days following the applicable Vesting Date unless treated as “deferred compensation” subject to the terms section 409A of Code. In such case, if those Restricted Stock Units vest and become payable on account of the CompanyEmployee’s deferred compensation plan; provided, however, that if the Participant is subject to taxation in the U.S. (a “U.S. Taxpayer”)termination of employment, the Restricted Stock Units vest pursuant to Section 1.6 below and the Restricted Stock Units are considered “non-qualified deferred compensation” subject to Section 409A of the Code shall not become payable (“Code Section 409A,” and such compensation, “Deferred Compensation”), the Shares will be issued in accordance with the following schedule: (ieven though non‑forfeitable) if unless the termination event giving rise to the vesting acceleration occurs prior to the Change in Control and the Change in Control constitutes a “change in control event” (within the meaning of U.S. Treasury Regulation 1.409A-3(i)(5)(i)) (a “409A CIC”), the Shares will be issued on the date of the Change in Control, and if the Change in Control does not constitute a 409A CIC, the Shares will be issued on the date that is six months following the Participant’s “separation from service” (within as defined in Treasury Regulations promulgated under section 409A of the meaning of Code Section 409A) (a “Separation from Service”); (ii) if the termination event giving rise to the vesting acceleration occurs on or following the Change in Control and the Change in Control constitutes a 409A CIC, then the Shares will be issued within 30 days following the Participant’s Separation from Service, and if the Change in Control is not a 409A CIC, then the Shares will be issued on the date that is six months following the Participant’s Separation from Service. Notwithstanding the foregoing, for purposes of complying with Code Section 409A, if the Participant is a U.S. Taxpayer, the Restricted Stock Units are considered Deferred Compensation and the Restricted Stock Units are to be settled in connection with a termination contemplated under Section 1.6 below, the Company and the Participant shall take all steps necessary (including with regard to any post-termination services by the Participant) to ensure that a termination contemplated under Section 1.6 constitutes a Separation from ServiceCode. In addition, if the Restricted Stock Units are Deferred Compensation, the Restricted Stock Units are settled upon the Participant’s Separation from Service and the Participant Employee is a “specified employee,” within the meaning Specified Employee, payment on account of Code Section 409A, on separation from service hereunder shall be made as of the date the Participant experiences a Separation from Service, then the Shares will be issued on the first business day of the seventh month that is six (6) months following the ParticipantEmployee’s Separation separation from Service, service (or, if earlier, on upon the date of the ParticipantEmployee’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A.).

Settlement of Restricted Stock Units. Subject to the terms of the Plan and this Agreement, Restricted Stock Units shall be settled in Shares, provided that Participant has satisfied any Tax-Related Items pursuant to Section 8 below. Shares will be issued to Participant within 70 days following the applicable Vesting Date unless subject to the terms of the Company’s deferred compensation plan; provided, however, that if the Participant is subject to taxation in the U.S. (a “U.S. Taxpayer”), As soon as practicable after [SETTLEMENT ON VESTING ALTERNATIVE: the Restricted Stock Units vest pursuant to Section 1.6 below and the Restricted Stock Units are considered “nonvest, but no later than two-qualified deferred compensation” subject to Section 409A of the Code (“Code Section 409A,” and such compensation, “Deferred Compensation”), the Shares will be issued in accordance with the following schedule: (i) if the termination event giving rise to the vesting acceleration occurs prior to the Change in Control and the Change in Control constitutes a “change in control event” (within the meaning of U.S. Treasury Regulation 1.409A-3(i)(5)(i)) (a “409A CIC”), the Shares will be issued on the date of the Change in Control, and if the Change in Control does not constitute a 409A CIC, the Shares will be issued on the date that is six and-one-half months following the Participantend of the fiscal year in which vesting occurs] [SETTLEMENT ON TERMINATION ALTERNATIVE: the Director’s “separation from service” service with the Company (within the meaning of Code Section 409A) (a “Separation from Service”); (ii) if the termination event giving rise to the vesting acceleration occurs on or following the Change in Control and the Change in Control constitutes a 409A CIC, then the Shares will be issued within 30 days following the Participant’s Separation from Service, and if the Change in Control is not a 409A CIC, then the Shares will be issued on the date that is six but no later than two-and-one-half months following the Participant’s Separation date of such separation from Service. Notwithstanding the foregoingservice, for purposes of complying with Code Section 409A, subject to any required six- month delay if the Participant is a U.S. Taxpayer, the Restricted Stock Units are considered Deferred Compensation and the Restricted Stock Units are to be settled in connection with a termination contemplated under Section 1.6 below, the Company and the Participant shall take all steps necessary (including with regard to any post-termination services by the Participant) to ensure that a termination contemplated under Section 1.6 constitutes a Separation from Service. In addition, if the Restricted Stock Units are Deferred Compensation, the Restricted Stock Units are settled upon the Participant’s Separation from Service and the Participant Director is a “specified employee,” within at the meaning time of Code such separation from service as contemplated by Section 409A, on the date the Participant experiences a Separation from Service, then the Shares will be issued on the first business day 18(b) of the seventh month following Plan], the ParticipantCompany will settle [SETTLEMENT ON VESTING ALTERNATIVE: such vested] [SETTLEMENT ON TERMINATION ALTERNATIVE: any then-vested] Restricted Stock Units by [SETTLEMENT IN STOCK ALTERNATIVE: issuing in the Director’s Separation from Servicename certificate(s) or making an appropriate book entry for a number of shares of Stock equal to the number of such vested Restricted Stock Units] [SETTLEMENT IN CASH ALTERNATIVE: delivering an amount of cash equal to the Fair Market Value, or, if earlier, on determined as of the date of [SETTLEMENT ON VESTING ALTERNATIVE: vesting] [SETTLEMENT ON TERMINATION ALTERNATIVE: the Participant’s deathlater of separation from service or the end of any required six-month delay], of a number of shares of Stock equal to the number of such vested Restricted Stock Units]. Notwithstanding anything to the contrary in the foregoing, the Company shall not be required to deliver any fractional share of Stock but may pay, in lieu thereof, the Fair Market Value of such fractional share of Stock, to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A.Director or the Director’s estate, as the case may be.

Settlement of Restricted Stock Units. Subject to the terms of the Plan and this Agreement(a) Except as provided below, as soon as practicable after Restricted Stock Units become vested, the Company shall deliver to the Participant one Share for each Restricted Stock Unit that becomes vested. The value of any fractional units shall be settled paid in Shares, provided cash. (b) The Participant may elect to defer the distribution of the Shares that Participant has satisfied any Tax-Related Items pursuant to Section 8 below. Shares will would otherwise be issued and delivered with respect to Participant within 70 days following the applicable Vesting Date unless subject to the terms Restricted Stock Units under (a) above. The election must (i) be made at least one year in advance of the Company’s deferred compensation plan; provided, however, that if the Participant is subject to taxation in the U.S. (a “U.S. Taxpayer”), date the Restricted Stock Units vest pursuant to Section 1.6 below and would otherwise become vested, (ii) identify the number of Restricted Stock Units are considered “non-qualified deferred compensation” subject to Section 409A of the Code deferral election, (“Code Section 409A,” and such compensation, “Deferred Compensation”), iii) specify the date on which the Shares will are to be issued in accordance with the following schedule: distributed (i) if the e.g., termination event giving rise to the vesting acceleration occurs prior to the Change in Control and the Change in Control constitutes a “change in control event” (within the meaning of U.S. Treasury Regulation 1.409A-3(i)(5)(i)) (a “409A CIC”), the Shares will be issued on the date of the Change in Control, and if the Change in Control does not constitute a 409A CIC, the Shares will be issued on the date that is six months following the Participant’s “separation from service” employment), and (within iv) satisfy such other conditions as may be established by the meaning Committee. To the extent that this Agreement constitutes or is part of Code Section 409Aa plan that provides retirement income to employees or results in a deferral of income by employees until termination of covered employment or beyond, such plan is maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees. (c) (Notwithstanding the above, if it is determined that a “Separation from Service”); (ii) if the termination event giving rise distribution of Shares to the vesting acceleration occurs on or following Participant may result in “applicable employee remuneration,” as defined in Section 162(m)(4) of the Change in Control and the Change in Control constitutes a 409A CIC, then the Shares will be issued within 30 days following the Participant’s Separation from Service, and if the Change in Control is not a 409A CIC, then the Shares will be issued on the date that is six months following the Participant’s Separation from Service. Notwithstanding the foregoingCode, for purposes of complying with Code Section 409A, if the Participant is a U.S. Taxpayer, the Restricted Stock Units are considered Deferred Compensation and the Restricted Stock Units are to be settled year in connection with a termination contemplated under Section 1.6 below, the Company and the Participant shall take all steps necessary (including with regard to any post-termination services by the Participant) to ensure that a termination contemplated under Section 1.6 constitutes a Separation from Service. In addition, if the Restricted Stock Units are Deferred Compensation, the Restricted Stock Units are settled upon the Participant’s Separation from Service and which the Participant is a “specified covered employee,” within the meaning of Code Section 409A, on 162(m)(3) of the date the Participant experiences a Separation from ServiceCode, then the Company: (i) shall distribute only that number of Shares will be issued on (if any) whose fair market value, when added to the first business Participant’s other applicable employee remuneration for such year, is not likely to exceed the dollar limitation under Section 162(m) of the Code; and (ii) shall retain for the account of the Participant the balance of the vested Restricted Stock Units affected by this limitation until the last day of the seventh month following calendar year (or the Participant’s Separation from Service, ortermination of employment, if earliersooner), whereupon the remaining Shares shall be distributed except as limited upon reapplication of this provision. All determinations under the preceding sentence shall be made by the Committee in its absolute discretion. (d) The Committee may impose such restrictions on any Shares acquired pursuant to this Agreement as it deems advisable, including without limitation Company stock ownership requirements for certain employees, and restrictions under applicable Federal securities laws, under the date requirements of any stock exchange or market upon which such Shares are then listed and/or traded, and under blue sky or state securities laws applicable to such Shares. (e) Notwithstanding the Participant’s deathabove, Shares shall be distributed upon a Change in Control with respect to the extent such delayed payment is required in order to avoid a prohibited distribution all Restricted Stock Units that have vested under Code Section 409A.3, 4 or 5 hereof or that vest under Section 6 hereof.

Settlement of Restricted Stock Units. (a) Subject to the terms of the Plan and this Agreement, Restricted Stock Units shall be settled in Shares, provided that Participant has satisfied any Tax-Related Items shares of Common Stock. Unless otherwise elected by the Recipient pursuant to Section 8 below. Shares Paragraph 7(b), certificates representing shares of Common Stock will be issued to Participant within 70 days the Recipient as soon as reasonably practicable following each Vesting Date, but in no event shall the shares be issued later than the date that is two and one-half (2 ½) months following the applicable Vesting Date unless subject to the terms of the Company’s deferred compensation plan; provided, however, that if the Participant is subject to taxation in the U.S. (a “U.S. Taxpayer”), date on which the Restricted Stock Units vest vest. As a condition precedent to receiving a distribution of shares of Common Stock hereunder, the Recipient agrees to execute and return one or more irrevocable stock powers to facilitate the transfer to the Company (or its assignee or nominee) of all or a portion of the shares of Common Stock to be issued hereunder if such Shares are forfeited pursuant to Section 1.6 below and Paragraph 10 hereof or if required under applicable laws or regulations. (b) Notwithstanding the terms of Paragraph 7(a), a Recipient may, in lieu of receiving a distribution pursuant to Paragraph 7(a), make a current election to receive a distribution with respect to his or her vested Restricted Stock Units are considered “non-qualified deferred compensation” subject to upon the earlier of (i) a fixed date, (ii) a separation from service within the meaning of Section 409A of the Code and the regulations and guidance promulgated thereunder, (“iii) death, (iv) disability, or (v) a change in control event within the meaning of Section 409A of the Code Section 409A,” and such compensationthe regulations and guidance promulgated thereunder, “Deferred Compensation”)as evidenced by Recipient’s completion of the election form attached as Exhibit A hereto. If the election form is not timely completed and returned to the Company in accordance with Exhibit A, the Shares will be issued Recipient shall receive a distribution of his or her vested Restricted Stock Units in accordance with the following schedule: (i) if terms of Paragraph 7(a). Notwithstanding anything in this Agreement or the termination event giving rise Plan to the vesting acceleration occurs prior to the Change in Control and the Change in Control constitutes a “change in control event” (within the meaning of U.S. Treasury Regulation 1.409A-3(i)(5)(i)) (a “409A CIC”), the Shares will be issued on the date of the Change in Control, and if the Change in Control does not constitute a 409A CIC, the Shares will be issued on the date that is six months following the Participant’s “separation from service” (within the meaning of Code Section 409A) (a “Separation from Service”); (ii) if the termination event giving rise to the vesting acceleration occurs on or following the Change in Control and the Change in Control constitutes a 409A CIC, then the Shares will be issued within 30 days following the Participant’s Separation from Service, and if the Change in Control is not a 409A CIC, then the Shares will be issued on the date that is six months following the Participant’s Separation from Service. Notwithstanding the foregoing, for purposes of complying with Code Section 409Acontrary, if the Participant is a U.S. Taxpayer, the Restricted Stock Units are considered Deferred Compensation and the Restricted Stock Units are to be settled in connection with a termination contemplated under Section 1.6 below, the Company and the Participant shall take all steps necessary (including with regard to any post-termination services by the Participant) to ensure that a termination contemplated under Section 1.6 constitutes a Separation from Service. In addition, if the Restricted Stock Units are Deferred Compensation, the Restricted Stock Units are settled upon the Participant’s Separation from Service and the Participant Recipient is a “specified employee,” as such term is defined under Section 409A of the Code and the regulations and guidance promulgated thereunder, any distributions made as a result of a separation from service within the meaning of Section 409A of the Code and the regulations and guidance promulgated thereunder shall be delayed for a period of six (6) months following the Recipient’s separation from service to the extent and up to an amount necessary to ensure such payments are not subject to the penalties and interest under Section 409A409A of the Code. (c) Notwithstanding the vesting of the Restricted Stock Units, the shares of Common Stock issued in settlement of the Restricted Stock Units shall be subject to the following restrictions on transfer: (i) Except as otherwise provided in Paragraph 8(b) with respect to a sale of shares of Common Stock in connection with a Recipient’s making Required Tax Payments, shares of Common Stock that are issued in connection with a particular Vesting Date may only be sold, pledged, transferred or otherwise disposed of (whether with or without consideration and whether voluntarily or involuntarily or by operation of law) (any such transaction to be referred to herein as a “Transfer”) in accordance with the Company’s Stock Ownership Policy Statement as in effect from time to time. (ii) Subject to applicable restrictions of law, the restrictions on Transfer set forth in Paragraph 7(c)(i) shall earlier terminate upon the first to occur of the date the Participant experiences a Separation from Service, then Recipient (1) ceases to be employed by the Shares will be issued on the first business day of the seventh month following the Participant’s Separation from Service, or, if earlier, on the date of the Participant’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A.Company or (2) attains age sixty (60).

Settlement of Restricted Stock Units. 6.1 Subject to the terms Section 9 hereof, shares of the Plan and this Agreement, unrestricted Common Stock (“Shares”) shall be issued with respect to vested Restricted Stock Units shall be settled in Shares, provided that Participant has satisfied any Tax-Related Items pursuant [on the earliest to occur of: (1) [Specified Date]; (2) Grantee’s separation from service (within the meaning of Code Section 8 below. Shares will be issued to Participant within 70 days 409A); (3) a Change of Control; or (4) Participant’s death]/[promptly following the applicable Vesting Date unless date on which the Restricted Stock Units vest] ([as applicable,] the “Settlement Date”). In all instances, subject to the terms of the Company’s deferred compensation plan; provided, however, that if the Participant is subject to taxation in the U.S. (a “U.S. Taxpayer”), the Restricted Stock Units vest pursuant to Section 1.6 below and the Restricted Stock Units are considered “non-qualified deferred compensation” subject to Section 409A of the Code (“Code Section 409A,” and such compensation, “Deferred Compensation”)this Award Agreement, the Shares will be issued in accordance with within sixty (60) days of the following schedule: (i) applicable Settlement Date and if the termination event giving rise sixty (60) day period straddles two calendar years, Participant will not under any circumstances be permitted, directly or indirectly, to designate the taxable year in which the Restricted Stock Units are settled. Promptly following the Settlement Date, the Company shall (a) issue and deliver to the vesting acceleration occurs prior Grantee the number of shares of Common Stock equal to the Change in Control number of Vested Units; and (b) enter the Change in Control constitutes Grantee’s name on the books of the Company as the shareholder of record with respect to the shares of Common Stock delivered to the Grantee. 6.2 If the Grantee is deemed a “change in control eventspecified employee” (within the meaning of U.S. Treasury Regulation 1.409A-3(i)(5)(i)) (Section 409A of the Code, as determined by the Committee, at a time when the Grantee becomes eligible for settlement of the RSUs upon his “separation from service” within the meaning of Section 409A CIC”)of the Code, then to the Shares extent necessary to prevent any accelerated or additional tax under Section 409A of the Code, such settlement will be issued on delayed until the date of the Change in Control, and if the Change in Control does not constitute a 409A CIC, the Shares will be issued on earlier of: (a) the date that is six months following the ParticipantGrantee’s “separation from service” service and (within b) the meaning of Code Section 409A) (a “Separation from Service”); (ii) if Grantee’s death. 6.3 To the termination event giving rise to extent that the vesting acceleration occurs on or following the Change Grantee does not vest in Control and the Change any Restricted Stock Units, all interest in Control constitutes a 409A CIC, then the Shares will be issued within 30 days following the Participant’s Separation from Service, and if the Change in Control is not a 409A CIC, then the Shares will be issued on the date that is six months following the Participant’s Separation from Service. Notwithstanding the foregoing, for purposes of complying with Code Section 409A, if the Participant is a U.S. Taxpayer, the such Restricted Stock Units are considered Deferred Compensation and the shall be forfeited. The Grantee has no right or interest in any Restricted Stock Units that are to be settled in connection with a termination contemplated under Section 1.6 below, the Company and the Participant shall take all steps necessary (including with regard to any post-termination services by the Participant) to ensure that a termination contemplated under Section 1.6 constitutes a Separation from Service. In addition, if the Restricted Stock Units are Deferred Compensation, the Restricted Stock Units are settled upon the Participant’s Separation from Service and the Participant is a “specified employee,” within the meaning of Code Section 409A, on the date the Participant experiences a Separation from Service, then the Shares will be issued on the first business day of the seventh month following the Participant’s Separation from Service, or, if earlier, on the date of the Participant’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A.forfeited.

Settlement of Restricted Stock Units. (a) Subject to Section 10 hereof, promptly following the terms vesting date, and in any event no later than 30 days after such vesting occurs, the Company shall (a) issue and deliver to the Employee the number of shares of Common Stock equal to the Plan and this Agreement, number of Restricted Stock Units shall be settled in Shareswhich have vested (“Vested Units”) and cash equal to any Dividend Equivalents credited with respect to such Vested Units and the interest thereon or, provided that Participant has satisfied any Tax-Related Items pursuant at the discretion of the Committee, shares of Common Stock having a Fair Market Value equal to Section 8 below. Shares will be issued to Participant within 70 days following such Dividend Equivalents and the applicable Vesting Date unless subject interest thereon; and (b) enter the Employee's name on the books of the Company as the shareholder of record with respect to the terms shares of Common Stock delivered to the Company’s deferred compensation plan; provided, however, that if Employee. (b) If the Participant Employee is subject to taxation in deemed a "specified employee" within the U.S. (a “U.S. Taxpayer”), the Restricted Stock Units vest pursuant to Section 1.6 below and the Restricted Stock Units are considered “non-qualified deferred compensation” subject to meaning of Section 409A of the Code (“Code Section 409A,” and such compensationCode, “Deferred Compensation”)as determined by the Committee, at a time when the Shares will be issued in accordance with Employee becomes eligible for settlement of the following schedule: (i) if the termination event giving rise to the vesting acceleration occurs prior to the Change in Control and the Change in Control constitutes a “change in control event” (RSUs upon his "separation from service" within the meaning of U.S. Treasury Regulation 1.409A-3(i)(5)(i)) (a “Section 409A CIC”)of the Code, then to the Shares extent necessary to prevent any accelerated or additional tax under Section 409A of the Code, such settlement will be issued on delayed until the date of the Change in Control, and if the Change in Control does not constitute a 409A CIC, the Shares will be issued on earlier of: (a) the date that is six months following the Participant’s “Employee's separation from service” service and (within b) the meaning of Code Section 409AEmployee's death. (c) (a “Separation from Service”); (ii) if To the termination event giving rise to extent that the vesting acceleration occurs on or following the Change Employee does not vest in Control and the Change any Restricted Stock Units, all interest in Control constitutes a 409A CIC, then the Shares will be issued within 30 days following the Participant’s Separation from Service, and if the Change in Control is not a 409A CIC, then the Shares will be issued on the date that is six months following the Participant’s Separation from Service. Notwithstanding the foregoing, for purposes of complying with Code Section 409A, if the Participant is a U.S. Taxpayer, the such Restricted Stock Units are considered Deferred Compensation and the any related Dividend Equivalents) shall be forfeited. The Employee has no right or interest in any Restricted Stock Units that are to be settled in connection with a termination contemplated under Section 1.6 below, the Company and the Participant shall take all steps necessary (including with regard to any post-termination services by the Participant) to ensure that a termination contemplated under Section 1.6 constitutes a Separation from Service. In addition, if the Restricted Stock Units are Deferred Compensation, the Restricted Stock Units are settled upon the Participant’s Separation from Service and the Participant is a “specified employee,” within the meaning of Code Section 409A, on the date the Participant experiences a Separation from Service, then the Shares will be issued on the first business day of the seventh month following the Participant’s Separation from Service, or, if earlier, on the date of the Participant’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A.forfeited.

Settlement of Restricted Stock Units. Subject to the terms Section 3(f),Section 4(a) and Section Sections 9 of the Plan and this Agreement, the Company shall deliver to the Participant one (1) Share (or the value thereof) in settlement of each Restricted Stock Units shall be settled Unit granted hereunder that has become earned and vested as provided in SharesSection 3 on the first to occur of the following: (i) on or as soon as practicable following the date of the Administrator Certification (but in no event later than 2½ months after the Vesting Date); (ii) in the event of a termination of employment or service due to death, provided that Participant has satisfied any Tax-Related Items pursuant to Section 8 below. Shares will be issued to Participant as soon as practicable following the Participant’s termination of employment or service by reason of death; or (iii) in the event of a Qualifying CIC Termination, within 70 thirty (30) days following the applicable Vesting Date unless subject effective date of the Participant’s Qualifying CIC Termination, in each case (A) in Company Common Stock by either, (x) issuing one or more certificates evidencing the Company Common Stock to the terms Participant or (y) registering the issuance of the Company Common Stock in the name of the Participant through a book entry credit in the records of the Company’s deferred compensation plan; providedtransfer agent, however, that if the Participant is subject to taxation or (B) in the U.S. (event of settlement upon a “U.S. Taxpayer”)Change in Control, the Restricted Stock Units vest pursuant to Section 1.6 below and the Restricted Stock Units are considered “non-qualified deferred compensation” subject to Section 409A of the Code (“Code Section 409A,” and such compensation, “Deferred Compensation”), the Shares will be issued in accordance with the following schedule: (i) if the termination event giving rise to the vesting acceleration occurs prior a cash payment equal to the Change in Control and Price, multiplied by the Change in Control constitutes a “change in control event” (within the meaning number of U.S. Treasury Regulation 1.409A-3(i)(5)(i)) (a “409A CIC”), the vested Restricted Stock Units. No fractional Shares will shall be issued on the date in settlement of the Change in Control, and if the Change in Control does not constitute a 409A CIC, the Restricted Stock Units. Fractional Shares will shall be issued on the date that is six months following the Participant’s “separation from service” (within the meaning of Code Section 409A) (a “Separation from Service”); (ii) if the termination event giving rise rounded up to the vesting acceleration occurs on or following nearest whole share; provided, that the Change Participant may not vest in Control and more than the Change maximum number of Restricted Stock Units specified in Control constitutes a 409A CIC, then the Shares will be issued within 30 days following the Participant’s Separation from Service, and if the Change in Control is not a 409A CIC, then the Shares will be issued on the date that is six months following the Participant’s Separation from ServiceGrant Notice. Notwithstanding the foregoing, the Administrator, in its sole discretion, may provide for purposes the settlement of complying with Code Section 409A, if the Participant is a U.S. Taxpayer, the Restricted Stock Units are considered Deferred Compensation and in the Restricted Stock Units are to be settled in connection with a termination contemplated under Section 1.6 belowform of Company Common Stock, the Company and but require the Participant shall take all steps necessary (including with regard to any post-termination services by the Participant) to ensure that sell such Common Stock immediately or within a termination contemplated under Section 1.6 constitutes a Separation from Service. In addition, if the Restricted Stock Units are Deferred Compensation, the Restricted Stock Units are settled upon the Participant’s Separation from Service and the Participant is a “specified employee,” within the meaning of Code Section 409A, on the date the Participant experiences a Separation from Service, then the Shares will be issued on the first business day of the seventh month period following the Participant’s Separation from Servicetermination of service (in which case, or, if earlier, the Participant hereby agrees that the Company shall have the authority to issue sale instructions in relation to such Common Stock on the date of the Participant’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A.behalf).