Common use of Settlement of Restricted Stock Units Clause in Contracts

Settlement of Restricted Stock Units. Subject to Section 7(d), the 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 year following the Participant’s Termination of Service and (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 through a cash payment equal to the Fair Market Value of the Stock on the settlement date.

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 7(d8 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 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 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 Section 2 on accordance with the first to occur of following schedule: (i) if the Vesting Datetermination 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 event 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 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)complying with Code Section 409A, if the Participant is a United States citizen or resident or U.S. Taxpayer, the Participant’s Restricted Stock Units are otherwise subject to United States federal income tax, on the later of (1) January 31 of the year following the Participant’s Termination of Service and (2) if the Participant is a Specified Employee considered Deferred Compensation and the Restricted Stock Units are to be settled in connection with a Specified Awardtermination 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 extent necessary Participant) to comply withensure 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 avoid imposition the Participant is a “specified employee,” within the meaning of Code Section 409A, on the date the Participant of any additional tax or interest imposed underexperiences a Separation from Service, Section 409A of then the Code, Shares will be issued on the first business day of the seventh month following the six-month anniversary of the Participant’s Termination of Service (Separation from Service, or, if earlier, upon on the date of 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 extent such delayed payment is required in order to avoid 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 through a cash payment equal to the Fair Market Value of the Stock on the settlement date.prohibited distribution under Code Section 409A.

Settlement of Restricted Stock Units. Subject to Section 7(dSections 8(d), 2(f) and 3(a), the Company shall deliver to the Participant one (1) share of Company Common Stock (or the value of one share of Stock thereof) in settlement of each outstanding Restricted Stock Unit that has become earned and vested as provided in Section 2 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 termination of Service employment or 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 year following the Participant’s Termination termination of Service and employment or service by reason of death; (2iii) if in the Participant is event of a Specified Employee and the Restricted Stock Units are a Specified AwardQualifying CIC Termination, 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 within thirty (30) days following the six-month anniversary effective date 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 ControlQualifying CIC Termination, in each case (A) in Company Common Stock by a cash payment equal to the Fair Market Value of the Stock on the settlement date or either, (B) if the Participant is a member of the Management Committee, at the Company’s sole discretion, in Stock, by either (yx) issuing one or more certificates evidencing the Company Common Stock to the Participant or (zy) 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 transfer agent agent, or (CB) 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 Company Common Stock shall be issued in settlement of Restricted Stock Units. Fractional shares shall be rounded up to the nearest whole share; provided, that the Participant may not vest in more than the maximum number of Restricted Stock Units shall be settled through a cash payment equal to specified in the Fair Market Value Grant Notice. Notwithstanding the foregoing, the Company, in its sole discretion, may provide for the settlement of the Restricted Stock Units in the form of Company Common Stock, but require the Participant to sell such Common Stock immediately or within a specified period following the Participant’s termination of service (in which case, the Participant hereby agrees that the Company shall have the authority to issue sale instructions in relation to such Common Stock on the settlement dateParticipant’s behalf).

Settlement of Restricted Stock Units. (a) Subject to any deferral pursuant to Paragraph 3(b), each Vested Unit will be settled by the delivery of one Common Share (subject to adjustment under Section 7(d)12 of the Plan) to Participant or, in the event of Participant’s death, to Participant’s estate, heir or beneficiary, following the 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 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 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 shall deliver may from time to time temporarily suspend the Participant the value issuance of one share Common Shares in respect 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 DateVested Units, (ii) in the event Company shall not be obligated to deliver any shares of a Termination the Common Stock during any period when the Company determines that the delivery of Service due to deathshares hereunder would violate any federal, Disability state or Retirementother applicable laws, (Aiii) 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 Company may issue Common Shares hereunder subject to United States federal income taxany restrictive legends that, on as determined by the later of (1) January 31 of the year following the ParticipantCompany’s Termination of Service and (2) if the Participant is a Specified Employee and the Restricted Stock Units counsel, are a Specified Award, to the extent necessary to comply with, and avoid imposition on the Participant of any additional tax with securities 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, other regulatory requirements and (iv) with respect the date on which shares are issued hereunder may include a delay in order to Restricted Stock Units that are a Specified Award, a Specified Change in Control, in each case (A) by a cash payment equal provide the Company such time as it determines appropriate 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 through a cash payment equal to the Fair Market Value of the Stock on the settlement dateaddress tax withholding and other administrative matters.

Settlement of Restricted Stock Units. Subject to Section 7(dother applicable provisions of this Agreement (and any applicable deferral election made by the Director with respect to the Restricted Stock Units), not later than 30 days after the lapse of the 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 deliver issue to the Participant the value of Director one share of Common Stock in settlement of underlying each outstanding Restricted Stock Unit that as to which the Restriction Period has vested as provided in Section 2 on the first to occur of (i) the Vesting Datelapsed, (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)or, 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 taxCommittee so determines in its sole discretion, on the later of (1) January 31 of the year following the Participant’s Termination of Service and (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 an amount 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 such shares of Common Stock or any combination of shares of Common Stock and cash having an aggregate Fair Market Value equal to such shares of Common Stock. Notwithstanding the Stock on the settlement date or (B) preceding sentence, if the Participant is a member Restriction Period applicable to any Restricted Stock Units which constitutes “deferred compensation” subject to Section 409A 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 Code lapses as a result 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 that does not qualify as a “change in the ownership or Specified Change effective control” of the Company or “in Controlthe ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code, as applicable, a cash then the Company shall not settle such Restricted Stock Units until the 30th day following the earlier of (i) the Director’s cessation of Board service and (ii) the originally scheduled settlement payment equal to the Change in Control Price, multiplied by the number date of vested such Restricted Stock Units. No fractional For the avoidance of doubt, the preceding two sentences are subject to Section 7(g) of this Agreement and Section 11.9 of the 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 issued in settlement no greater than the right of Restricted Stock Units. Fractional Restricted Stock Units shall be settled through a cash payment equal to the Fair Market Value any unsecured general creditor of the Stock on the settlement dateCompany.

Settlement of Restricted Stock Units. (a) Each Restricted Stock Unit represents the right to receive one share of Stock, subject to the terms and conditions set forth in this Agreement and the Plan. The Restricted Stock Units shall be credited 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 Section 7(d)the provisions hereof, no later than the last day of Fiscal Year following the applicable Vesting Date, the Company shall (i) issue and deliver to the Participant Employee the value number of one share shares 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 year following the Participant’s Termination of Service and (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 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 provisions of the preceding clause (ii) and Section 15 below, any shares of Stock to be issued in settlement of Restricted Stock Units. Fractional 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, 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 Employee to 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 Plan, prior to the vesting of the Restricted Stock Units hereunder, the Restricted Stock Units 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 or the rights relating thereto during such period shall be settled through wholly ineffective and, if any such attempt is made, the unvested Restricted Stock Units will be forfeited by the Employee and all of the Employee's rights to shares issuable thereunder shall immediately terminate without any payment or consideration by the Company. (d) The Employee shall have no rights in, to or under the shares of Stock to be issued upon the vesting of the Restricted Stock Units unless and until the vesting 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 other distributions paid with respect to such shares. Notwithstanding the foregoing, if during any Fiscal Year, the Company declares a dividend or distribution, whether in cash payment equal or other property, then, concurrent with the issuance of the shares of Stock, if any, to the Fair Market Value Employee 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 settlement daterecord date for such dividend or distribution. (e) Upon vesting of the Restricted Stock Units, the Company may issue stock certificates or evidence the Employee's interest therein by using a book entry account with the Company's transfer agent.

Settlement of Restricted Stock Units. Subject to Section 7(d)3(f) and Section 9 of this Agreement, the Company shall deliver to the Participant one (1) Share (or the value of one share of Stock thereof) in settlement of each outstanding Restricted Stock Unit granted hereunder that has vested as provided in Section 2 3 on the first to occur of (i) the applicable Vesting DateDate (or within thirty (30) days thereafter), (ii) in the event of a Termination termination of Service employment or 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 year following the Participant’s Termination termination of Service and employment or service by reason of death or (2iii) if in the Participant is event of a Specified Employee and the Restricted Stock Units are a Specified AwardQualifying CIC Termination, 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 within thirty (30) days following the six-month anniversary effective date 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 ControlQualifying CIC Termination, in each case (A) in Company Common Stock by a cash payment equal to the Fair Market Value of the Stock on the settlement date or either, (B) if the Participant is a member of the Management Committee, at the Company’s sole discretion, in Stock, by either (yx) issuing one or more certificates evidencing the Company Common Stock to the Participant or (zy) 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 transfer agent agent, or (CB) 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 Shares shall be issued in settlement of the Restricted Stock Units. Fractional Shares shall be rounded up to the nearest whole share; provided, that the Participant may not vest in more than the number of Restricted Stock Units shall be settled through a cash payment equal to specified in the Fair Market Value Grant Notice. Notwithstanding the foregoing, the Administrator, in its sole discretion, may provide for the settlement of the Restricted Stock Units in the form of Company Common Stock, but require the Participant to sell such Common Stock immediately or within a specified period following the Participant’s termination of service (in which case, the Participant hereby agrees that the Company shall have the authority to issue sale instructions in relation to such Common Stock on the settlement dateParticipant’s behalf).

Settlement of Restricted Stock Units. Subject Each Vested Unit represents the Grantee’s right to Section 7(d), receive one Share as follows: (a) 75% of the Company Shares represented by the Vested Units shall deliver be issued 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 Grantee (i1) 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 (a) October 1, 2007 or (b) January 31 the first date on which such payment or any portion thereof is no longer subject to the limits of section 162(m) of the year following Internal Revenue Code in which case that portion of the Participant’s Termination of Service and payment that is no longer subject to such limits shall be issued to the Grantee at the time such limits become inapplicable, or (2) if in the Participant event that the Grantee’s employment with the Company is a Specified Employee and the Restricted Stock Units are a Specified Awardterminated prior to October 1, 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 Code2007, on the first business day following date in which such payment or any portion thereof is no longer subject to the six-month anniversary limits of Section 162(m) of the Participant’s Termination Internal Revenue Code in which case that portion of Service the payment that is no longer subject to such limits shall be issued to the Grantee at the time such limits become inapplicable. (orb) 25% of the Shares represented by the Vested Units shall be issued to the Grantee (1) on the later of (a) October 1, if earlier, upon 2008 or (b) the Participant’s death)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 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 (C2) in the event of settlement upon a Change that the Grantee’s employment with the Company is terminated prior to October 1, 2008, on the first date in Control which such payment or Specified Change in Control, as applicable, a cash payment equal any portion thereof is no longer subject to the Change limits of Section 162(m) of the Internal Revenue Code in Control Price, multiplied by which case that portion of the number of vested Restricted Stock Units. No fractional shares of Stock payment that is no longer subject to such limits shall be issued in settlement of Restricted Stock Units. Fractional Restricted Stock Units shall be settled through a cash payment equal to the Fair Market Value of Grantee at the Stock on the settlement datetime such limits become inapplicable.

Settlement of Restricted Stock Units. Subject Each Vested Unit represents the Grantee’s right to Section 7(d), receive one Share as follows: (a) 75% of the Company Shares represented by the Vested Units shall deliver be issued 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 Grantee (i1) 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 (a) October 1, 2007 or (b) January 31 the first date on which such payment or any portion thereof is no longer subject to the limits of section 162(m) of the year following Internal Revenue Code in which case that portion of the Participant’s Termination of Service and payment that is no longer subject to such limits shall be issued to the Grantee at the time such limits become inapplicable, or (2) if in the Participant event that the Grantee’s employment with the Company is a Specified Employee and the Restricted Stock Units are a Specified Awardterminated prior to October 1, 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 Code2007, on the first business day following date in which such payment or any portion thereof is no longer subject to the six-month anniversary limits of Section 162(m) of the Participant’s Termination Internal Revenue Code in which case that portion of Service the payment that is no longer subject to such limits shall be issued to the Grantee at the time such limits become inapplicable. (orb) 25% of the Shares represented by the Vested Units shall be issued to the Grantee (1) on the later of (a) October 1, if earlier, upon 2008 or (b) the Participant’s death)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 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 (C2) in the event of settlement upon a Change that the Grantee’s employment with the Company is terminated prior to October 1, 2008, on the first date in Control which such payment or Specified Change in Control, as applicable, a cash payment equal any portion thereof is no longer subject to the Change limits of Section 162(m) of the Internal Revenue Code in Control Price, multiplied by which case that portion of the number of vested Restricted Stock Units. No fractional shares of Stock payment that is no longer subject to such limits shall be issued in settlement to the Grantee at the time such limits become inapplicable. (c) Notwithstanding anything herein to the contrary, if the vesting of Restricted Stock Units. Fractional any Restricted Stock Units shall be settled through a cash payment equal taxable to the Fair Market Value Grantee prior to the date on which the Grantee is otherwise entitled to receive Shares pursuant to this paragraph 3 with respect to such Vested Units, then the Company shall promptly upon request issue to the Grantee all of the Stock on Shares represented by such Vested Units that have become taxable, which Shares shall be freely transferable by the settlement dateGrantee subject only to any applicable securities laws.

Settlement of Restricted Stock Units. (a) Each Restricted Stock Unit represents the right to receive one share of Stock, subject to the terms and conditions set forth in this Agreement and the Plan. The Restricted Stock Units shall be credited 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, promptly following the determination set forth in Section 7(d)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 Participant Employee the value number of one share shares of Stock in settlement equal to the number of each outstanding vested Restricted Stock Unit that has vested as provided in Section 2 on Units (rounded up to the first to occur of (i) the Vesting Date, nearest whole share); and (ii) in enter 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 ParticipantEmployee’s Restricted Stock Units are otherwise subject to United States federal income tax, name on the later of (1) January 31 books of the year following Company as the Participant’s Termination shareholder of Service and (2) if the Participant is a Specified Employee and the Restricted Stock Units are a Specified Award, record with respect to the extent necessary shares of Stock delivered to comply with, and avoid imposition on the Participant Employee. (c) If the Employee is deemed a “specified employee” within the meaning of any additional tax or interest imposed under, Section 409A of the Code, on as determined by the first business day following Committee, at a time when the six-month anniversary Employee becomes eligible for settlement 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 continueupon his/her “separation from service” within the meaning of Section 409A of the Code, then to the extent necessary to prevent any accelerated or additional tax under Section 409A of the Code, such settlement will be delayed until the earlier of: (i) the date that is six months following the Employee’s separation from service and (ivii) the Employee’s death. (d) Subject to any exceptions set forth in this Agreement or the Plan, prior to the vesting of the Restricted Stock Units hereunder, the Restricted Stock Units 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 or the rights relating thereto during such period shall be wholly ineffective and, if any such attempt is made, the Restricted Stock Units 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 vesting of the Restricted Stock Units unless and until the vesting 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 other distributions paid with respect to such shares. (f) Upon vesting of the Restricted Stock Units that are a Specified AwardUnits, a Specified Change in Control, in each case (A) the Company may issue stock certificates or evidence the Employee’s interest therein 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 using a book entry credit in the records of account with 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 through a cash payment equal to the Fair Market Value of the Stock on the settlement dateagent.

Settlement of Restricted Stock Units. Subject to Section 7(d3(f), Section 4(a) and Section 9 of this Agreement, the Company shall deliver to the Participant one (1) Share (or the value of one share of Stock thereof) in settlement of each outstanding Restricted Stock Unit granted hereunder that has become earned and vested as provided in Section 2 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 termination of Service employment or 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 year following the Participant’s Termination termination of Service and employment or service by reason of death; or (2iii) if in the Participant is event of a Specified Employee and the Restricted Stock Units are a Specified AwardQualifying CIC Termination, 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 within thirty (30) days following the six-month anniversary effective date 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 ControlQualifying CIC Termination, in each case (A) in Company Common Stock by a cash payment equal to the Fair Market Value of the Stock on the settlement date or either, (B) if the Participant is a member of the Management Committee, at the Company’s sole discretion, in Stock, by either (yx) issuing one or more certificates evidencing the Company Common Stock to the Participant or (zy) 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 transfer agent agent, or (CB) 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 Shares shall be issued in settlement of the Restricted Stock Units. Fractional Shares shall be rounded up to the nearest whole share; provided, that the Participant may not vest in more than the maximum number of Restricted Stock Units shall be settled through a cash payment equal to specified in the Fair Market Value Grant Notice. Notwithstanding the foregoing, the Administrator, in its sole discretion, may provide for the settlement of the Restricted Stock Units in the form of Company Common Stock, but require the Participant to sell such Common Stock immediately or within a specified period following the Participant’s termination of service (in which case, the Participant hereby agrees that the Company shall have the authority to issue sale instructions in relation to such Common Stock on the settlement dateParticipant’s 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 7(d8 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 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 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 Section 2 on accordance with the first to occur of following schedule: (i) if the Vesting Datetermination 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 event 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 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)complying with Code Section 409A, if the Participant is a United States citizen or resident or U.S. Taxpayer, the Participant’s Restricted Stock Units are otherwise subject to United States federal income tax, on the later of (1) January 31 of the year following the Participant’s Termination of Service and (2) if the Participant is a Specified Employee considered Deferred Compensation and the Restricted Stock Units are to be settled in connection with a Specified Awardtermination 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 extent necessary Participant) to comply withensure 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 avoid imposition the Participant is a "specified employee," within the meaning of Code Section 409A, on the date the Participant of any additional tax or interest imposed underexperiences a Separation from Service, Section 409A of then the Code, Shares will be issued on the first business day of the seventh month following the six-month anniversary of the Participant’s Termination of Service ('s Separation from Service, or, if earlier, upon on the date of the Participant’s '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 extent such delayed payment is required in order to avoid 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 through a cash payment equal to the Fair Market Value of the Stock on the settlement date.prohibited distribution under Code Section 409A.

Settlement of Restricted Stock Units. (a) Each Restricted Stock Unit represents the right to receive one share of Stock, subject to the terms and conditions set forth in this Agreement and the Plan. The Restricted Stock Units shall be credited 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 Section 7(d)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 Participant Employee the value number of one share shares of Stock in settlement equal to the number of each outstanding vested Restricted Stock Unit that has vested as provided in Section 2 on Units (rounded up to the first to occur of (i) the Vesting Date, nearest whole share); and (ii) in enter 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 ParticipantEmployee’s Restricted Stock Units are otherwise subject to United States federal income tax, name on the later of (1) January 31 books of the year following Company as the Participant’s Termination shareholder of Service and (2) if the Participant is a Specified Employee and the Restricted Stock Units are a Specified Award, record with respect to the extent necessary shares of Stock delivered to comply with, and avoid imposition on the Participant Employee. (c) If the Employee is deemed a “specified employee” within the meaning of any additional tax or interest imposed under, Section 409A of the Code, on as determined by the first business day following Committee, at a time when the six-month anniversary Employee becomes eligible for settlement 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 continueupon his/her “separation from service” within the meaning of Section 409A of the Code, then to the extent necessary to prevent any accelerated or additional tax under Section 409A of the Code, such settlement will be delayed until the earlier of: (i) the date that is six months following the Employee’s separation from service and (ivii) the Employee’s death. (d) Subject to any exceptions set forth in this Agreement or the Plan, prior to the vesting of the Restricted Stock Units hereunder, the Restricted Stock Units 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 or the rights relating thereto during such period shall be wholly ineffective and, if any such attempt is made, the Restricted Stock Units 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 vesting of the Restricted Stock Units unless and until the vesting 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 other distributions paid with respect to such shares. (f) Upon vesting of the Restricted Stock Units that are a Specified AwardUnits, a Specified Change in Control, in each case (A) the Company may issue stock certificates or evidence the Employee’s interest therein 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 using a book entry credit in the records of account with 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 through a cash payment equal to the Fair Market Value of the Stock on the settlement dateagent.

Settlement of Restricted Stock Units. Subject to Section 7(d)(a) Except as provided below, as soon as practicable after Restricted Stock Units become vested, the Company shall deliver to the Participant the value of one share of Stock in settlement of Share for each outstanding Restricted Stock Unit that has vested as provided becomes vested. The value of any fractional units shall be paid in Section 2 on cash. (b) The Participant may elect to defer 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 distribution of the year following the Participant’s Termination of Service Shares that would otherwise be issued and (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) delivered with respect to Restricted Stock Units that are not a Specified Award, a Change under (a) above. The election must (i) be made at least one year in Control in which advance of the date the Restricted Stock Units do not continuewould otherwise become vested, (ii) identify the number of Restricted Stock Units subject to the deferral election, (iii) specify the date on which the Shares are to be distributed (e.g., termination of the Participant’s employment), and (iv) with respect satisfy such other conditions as may be established by the Committee. To the extent that this Agreement constitutes or is part of a plan that provides retirement income to Restricted Stock Units 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 are a Specified Award, a Specified Change in Control, in each case (A) by a cash payment equal distribution of Shares to the Fair Market Value Participant may result in “applicable employee remuneration,” as defined in Section 162(m)(4) of the Stock on the settlement date or (B) if Code, for a year in which the Participant is a member “covered employee,” within the meaning of Section 162(m)(3) of the Management CommitteeCode, at then the Company’s sole discretion: (i) shall distribute only that number of Shares (if any) whose fair market value, in Stock, by either (y) issuing one or more certificates evidencing the Stock when added to the Participant or (zParticipant’s other applicable employee remuneration for such year, is not likely to exceed the dollar limitation under Section 162(m) registering the issuance of the Stock in Code; and (ii) shall retain for the name account of the Participant through a book entry credit in the records balance of the Companyvested Restricted Stock Units affected by this limitation until the last day of the following calendar year (or the Participant’s transfer agent termination of employment, if sooner), 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 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. (Ce) in Notwithstanding the event of settlement above, Shares shall be distributed upon a Change in Control or Specified Change in Control, as applicable, a cash payment equal with respect 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 all Restricted Stock Units shall be settled through a cash payment equal to the Fair Market Value of the Stock on the settlement datethat have vested under Section 3, 4 or 5 hereof or that vest under Section 6 hereof.

Settlement of Restricted Stock Units. 6.1 Subject to Section 7(d)9 hereof, on or after January 1, 2026, the Grantee may elect to require the Company shall to (a) issue and 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 Grantee up to occur of fifty-percent (i50%) 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 year following the Participant’s Termination number of Service and (2) if the Participant is a Specified Employee and shares of Common Stock underlying the Restricted Stock Units are 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 Specified Award, 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 extent necessary shares of Common Stock delivered to comply withthe Grantee. 6.2 Subject to Section 9 hereof, on or after January 1, 2027, the Grantee may elect to require the Company to (a) issue and avoid imposition 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 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 Participant books of any additional tax or interest imposed under, 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, on as determined by the first business day 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 of the Code, then to the extent necessary to prevent any accelerated or additional tax under Section 409A of the Code, such settlement will be delayed until the earlier of: (a) the date that is six months following the six-month anniversary of Grantee's separation from service and (b) the Participant’s Termination of Service (orGrantee's death. 6.4 To the extent that the Grantee does not vest in any Restricted Stock Units, if earlier, upon the Participant’s death), all interest in such Restricted Stock Units and any related Dividend Equivalents shall be forfeited. The Grantee has no right or as soon thereafter as practicable (but no later than 90 days thereafter) (iii) with respect to interest in any 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 through a cash payment equal to the Fair Market Value of the Stock on the settlement dateforfeited.

Settlement of Restricted Stock Units. 6.1 Subject to Section 7(d)9 hereof, promptly following the Trigger Date, the Company shall (a) issue and deliver to the Participant Grantee the value number of one share shares of Common Stock in settlement equal to the number of each outstanding Restricted 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 Unit that has vested 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 provided specified in Section 2 on 12.1(a) of the first to occur of Plan (i) the Vesting Date, (ii) but only in the event 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 regulations and other guidance promulgated thereunder and/or that such qualifying termination of Continuous Service which is the other trigger in such “double trigger” termination of Continuous Service is a Termination “separation from service” as described in Section 409A(a)(2)(A)(i) of the Code and the regulations and other guidance promulgated thereunder), (c) the date the Grantee’s Continuous Service terminates as a result of the Grantee’s Disability (but only, in such case, in the event 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, Disability or Retirement, (A) as soon as reasonably practicable after such Termination of Service or (Bd) notwithstanding upon verification by the preceding clause (A)Committee as such and a determination by the Committee, if as a matter of grace, to allow such to be a Trigger Date, 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 date of (1an unforeseeable emergency as described in Section 409A(a)(2)(A)(vi) January 31 of the year following the Participant’s Termination of Service and (2) if the Participant is a Specified Employee Code and the Restricted Stock Units are a Specified Awardregulations and other guidance promulgated thereunder, but only to the extent necessary to comply with, satisfy such emergency and avoid imposition on to pay taxes reasonably anticipated as a result thereof after taking into account the Participant of any additional tax extent to which such hardship is or interest imposed under, Section 409A may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Code, on Grantee’s assets (to the first business day following extent the six-month anniversary liquidation of such assets would not itself cause severe financial hardship) (determined in accordance with Section 409A(a)(2)(B)(ii)(II) of the Participant’s Termination of Service (or, if earlier, upon Code and the Participant’s deathregulations and other guidance promulgated thereunder), 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 through a cash payment equal to the Fair Market Value of the Stock on the settlement date.

Settlement of Restricted Stock Units. (a) Subject to Section 7(d), the 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 terms of the year following the Participant’s Termination of Service Plan and (2) if the Participant is a Specified Employee and the Restricted Stock Units are a Specified Awardthis Agreement, 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 through a cash payment equal in shares of Common Stock. Unless otherwise elected by the Recipient pursuant to Paragraph 7(b), certificates representing shares of Common Stock will be issued to the Fair Market Value 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 date on which the Restricted Stock Units 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 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 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 and the regulations and guidance promulgated thereunder, 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 Recipient shall receive a distribution of his or her vested Restricted Stock Units in accordance with the terms of Paragraph 7(a). Notwithstanding anything in this Agreement or the Plan to the contrary, if the 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 409A 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 settlement dateCompany’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 Recipient (1) ceases to be employed by the Company or (2) attains age sixty (60).

Settlement of Restricted Stock Units. Subject to Section 7(d), the Company shall deliver to the Participant the value of one share of Stock [or, if elected by a Participant who is not a member of the 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 Xxxxxx. 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, Disability or Retirement, (A) as soon as reasonably practicable after such Termination January 31 of Service or (B) notwithstanding the preceding clause (A), if the Participant is a United States citizen or resident or year following the Participant’s Restricted Stock Units are otherwise subject Termination of Service; (iii) in the event of a termination due to United States federal income taxDisability, on the later of (1) January 31 of the year following the Participant’s Termination of Service and (2) if the Participant is a Specified Employee due to Disability and the Restricted Stock Units are a Specified Award, to second day after the extent necessary to comply with, and avoid imposition on Committee determines that 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) Goals with respect to Restricted Stock Units that are not 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 AwardUnits, upon a Change in Control (as defined in the Plan) in which the Restricted Stock Units do not continue, ; and (ivv) with respect to Restricted Stock Units that are Specified Units, upon a Specified Award, a Specified Change in ControlControl (as defined in Section 2(c)), in each case by either (A) by a cash payment equal to the Fair Market Value of the Stock on the settlement date or (Bx) if the Participant is a member of the Management Committeehas not elected to receive cash, at the Company’s sole discretion, in Stock, by either (yA) issuing one or more stock certificates evidencing the Stock to the Participant or Participant, (zB) 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 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 (Cz) 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, Price multiplied by the number of vested Restricted Stock Units. No fractional shares of Stock stock shall be issued in settlement respect of Restricted Stock Units. Fractional Restricted Stock Units shall be settled through a cash payment equal to the Fair Market Value of the Stock on the settlement date.

Settlement of Restricted Stock Units. (i) 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 7(d8 below. (ii) Shares will be issued to Participant within 70 days following the applicable Vesting Date; provided, however, that if the Participant is a “United States person” as defined in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended, (a “U.S. Taxpayer”) holding Section 409A Change of Control Units, the Shares will be issued in accordance with the following schedule: (A) 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 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 Shares will be issued on the first to occur 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” (iwithin the meaning of Code Section 409A) 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 “Separation from Service”); and (B) notwithstanding If the preceding clause 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. (A)iii) Notwithstanding the foregoing, for purposes of complying with Code Section 409A, if the Participant is a United States citizen or resident or U.S. Taxpayer holding Section 409A Change of Control Units, (A) the Company and the Participant shall take all steps necessary (including with regard to any post-termination services by the Participant’s Restricted Stock Units are otherwise subject ) to United States federal income taxensure that a termination contemplated under Section 1(f) constitutes a Separation from Service; and (B) to the extent such Participant is a “specified employee” within the meaning of Code Section 409A, on the later of (1) January 31 of the year following the Participant’s Termination of Service and (2) if date the Participant is experiences a Specified Employee and Separation from Service, 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, Shares will be issued on the first business day of the seventh month following the six-month anniversary of the Participant’s Termination of Service (Separation from Service, or, if earlier, upon on the date of 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 extent such delayed payment is required in order to avoid 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 through a cash payment equal to the Fair Market Value of the Stock on the settlement date.prohibited distribution under Code Section 409A.

Settlement of Restricted Stock Units. Subject to Section 7(d)3(f),Section 4(a) and Section Sections 9 of this Agreement, the Company shall deliver to the Participant one (1) Share (or the value of one share of Stock thereof) in settlement of each outstanding Restricted Stock Unit granted hereunder that has become earned and vested as provided in Section 2 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 termination of Service employment or 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 year following the Participant’s Termination termination of Service and employment or service by reason of death; or (2iii) if in the Participant is event of a Specified Employee and the Restricted Stock Units are a Specified AwardQualifying CIC Termination, 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 within thirty (30) days following the six-month anniversary effective date 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 ControlQualifying CIC Termination, in each case (A) in Company Common Stock by a cash payment equal to the Fair Market Value of the Stock on the settlement date or either, (B) if the Participant is a member of the Management Committee, at the Company’s sole discretion, in Stock, by either (yx) issuing one or more certificates evidencing the Company Common Stock to the Participant or (zy) 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 transfer agent agent, or (CB) 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 Shares shall be issued in settlement of the Restricted Stock Units. Fractional Shares shall be rounded up to the nearest whole share; provided, that the Participant may not vest in more than the maximum number of Restricted Stock Units shall be settled through a cash payment equal to specified in the Fair Market Value Grant Notice. Notwithstanding the foregoing, the Administrator, in its sole discretion, may provide for the settlement of the Restricted Stock Units in the form of Company Common Stock, but require the Participant to sell such Common Stock immediately or within a specified period following the Participant’s termination of service (in which case, the Participant hereby agrees that the Company shall have the authority to issue sale instructions in relation to such Common Stock on the settlement dateParticipant’s behalf).

Settlement of Restricted Stock Units. Subject to Section 7(d)9, in the event that one or more Restricted Stock Unit vests and the Restricted Period applicable to such Restricted Stock Unit lapses, the 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, will issue (A) as soon as reasonably practicable after such Termination a number of Service or (B) notwithstanding the preceding clause (A), if the Participant is a United States citizen or resident or the Participant’s Restricted shares of Common Stock Units are otherwise subject to United States federal income tax, on the later of (1) January 31 of the year following the Participant’s Termination of Service and (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 in the ParticipantCommittee’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 Awarddiscretion, 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 lump sum cash payment equal to the Fair Market Value of such shares of Common Stock) to Participant in settlement and payment of the applicable portion of the Restricted Stock on Unit Award equal to the settlement date or number of then-vested Restricted Stock Units and (B) if the Participant is a member lump sum of the Management Committeecash equal to any Dividend Equivalents credited with respect to such vested Restricted Stock Units or, at the Companydiscretion of the Committee, shares of Common Stock having a Fair Market Value equal to such Dividend Equivalents, on the earliest of: (a) the 30-day period following the Time-Based Vesting Date on which the applicable portion of the Restricted Stock Units vests under Section 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 30-day period following the date of Participant’s sole discretionSeparation from Service (i) as a result of Participant’s death, in Stock(ii) following Participant’s Disability, by either (yiii) issuing one or more certificates evidencing the Stock to the Participant following Participant’s becoming Retirement-Eligible, or (ziv) registering as a result of a Participant’s Involuntary Termination during the issuance 24-month period following the closing date 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. Upon such date, as applicable, a cash payment equal the applicable “Distribution Date,” Participant shall have no further rights with respect 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 any Restricted Stock Units shall be that are settled through a cash payment equal under this Section 7 or that terminate pursuant to the Fair Market Value Section 3 as of the Stock on the settlement dateapplicable Distribution Date.

Settlement of Restricted Stock Units. (a) Subject to Section 7(d)10 hereof, promptly following the vesting date, and in any event no later than 30 days after such vesting occurs, the Company shall (a) issue and deliver to the Participant Employee the value number of one share shares of Common Stock in settlement equal to the number 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 which have vested (“Vested Units”) and cash equal to United States federal income taxany Dividend Equivalents credited with respect to such Vested Units and the interest thereon or, at the discretion of the Committee, shares of Common Stock having a Fair Market Value equal to such Dividend Equivalents and the interest thereon; and (b) enter the Employee's name on the later of (1) January 31 books of the year following Company as the Participant’s Termination shareholder of Service and (2) if the Participant is a Specified Employee and the Restricted Stock Units are a Specified Award, record with respect to the extent necessary shares of Common Stock delivered to comply with, and avoid imposition on the Participant Employee. (b) If the Employee is deemed a "specified employee" within the meaning of any additional tax or interest imposed under, Section 409A of the Code, on as determined by the first business day Committee, at a time when the Employee becomes eligible for settlement of the RSUs upon his "separation from service" within the meaning of Section 409A of the Code, then to the extent necessary to prevent any accelerated or additional tax under Section 409A of the Code, such settlement will be delayed until the earlier of: (a) the date that is six months following the six-month anniversary of Employee's separation from service and (b) the Participant’s Termination of Service Employee's death. (orc) To the extent that the Employee does not vest in any Restricted Stock Units, if earlier, upon the Participant’s death), all interest in such Restricted Stock Units and any related Dividend Equivalents) shall be forfeited. The Employee has no right or as soon thereafter as practicable (but no later than 90 days thereafter) (iii) with respect to interest in any 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 through a cash payment equal to the Fair Market Value of the Stock on the settlement dateforfeited.

Settlement of Restricted Stock Units. Subject to (a) Provided Grantee has first become vested in accordance with Section 7(d5 above (including vesting resulting from Disability, death, Change of Control or Retirement), the Company Units will be converted into shares of Common Stock and settled through payment to Grantee on such vesting date(s), provided however, in accordance with Treasury Regulation Section 1.409A-2(b)(7)(i), the settlement (but not the vesting) of Units shall deliver be deferred automatically after the vesting date(s) if both of the following are true as to the Participant Grantee: (i) The Grantee is a “covered employee” for purposes of Section 162(m) of the Internal Revenue Code for the Company’s taxable year that includes the vesting date; and (ii) The Grantee’s total “compensation” (excluding compensation treated as performance-based under Section 162(m)) that the Company and its subsidiaries could otherwise deduct for such taxable year, including the compensation value of one share of Stock in the Units, is reasonably expected to exceed $1,000,000 for such taxable year. (b) In the event that settlement of each outstanding Restricted the Units is deferred in accordance with Section 10(a), settlement shall be made in whole or in part by reference to the earlier of: (i) The earliest date upon which the Company reasonably anticipates that if the payment of all or a portion of the Units is made, the Company’s deduction of the payment of such shares of Common Stock Unit that has vested represented by the Units will not be limited or eliminated by the application of Section 162(m) of the Code; (ii) The date the Grantee experiences a “separation from service” with the Company (as provided in Section 2 409A of the Code and the regulations thereunder); or (c) In the case of a distribution occurring as a result of Section 10(b)(i), the payment of the Units shall occur on the second payroll date following the date the determination set forth in Section 10(b)(i) is made but in all cases within the taxable year of such determination. In the case of a distribution occurring as a result of Section 10(b)(ii), the payment of the Units shall occur on the second payroll date following such separation from service, provided however, in the event the Grantee is considered a “specified employee” (within the meaning of Code Section 409A and the regulations thereunder) at the time of his separation from service, such payment will take place on the first payroll date that follows the date that is six months after the Grantee’s separation from service if such delay is required in order 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 comply with Section 409A of the year following the Participant’s Termination of Service and (2) if the Participant is a Specified Employee Code and the Restricted Stock regulations thereunder. (d) It is intended that the Units are a Specified Awardand exercise of authority or discretion hereunder shall comply with Code Section 409A so as not to subject Grantee to the payment of any interest or additional tax imposed under Section 409A. In furtherance of this intent, to the extent necessary that any United States Department of the Treasury regulations, guidance, interpretations or changes to comply with, Section 409A would result in Grantee becoming subject to interest and avoid imposition on the Participant of any additional tax or interest imposed under, under Section 409A of the Code, on the first business day following Company and Grantee agree to amend this Award Agreement to bring 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) Units into compliance 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 through a cash payment equal to the Fair Market Value of the Stock on the settlement date.Section 409A.

Settlement of Restricted Stock Units. Subject to Section 7(d), the Company shall deliver to the Participant the value of one share of Stock in settlement of each outstanding Each Restricted Stock Unit shall entitle the Grantee to one Share which shall be distributed to the Grantee (or to the estate, guardian or beneficiary of the 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 has vested as provided the Grantee does not complete and return 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 Section 2 on this Agreement or the Settlement Date Election Form, upon the first to occur of (i) the Vesting Datefollowing events, (ii) Shares shall be distributed in the event settlement of a Termination of Service due to death, Disability or Retirement, (A) Restricted Stock Units as soon as reasonably practicable after practicable, and such Termination date(s) of Service or distribution shall be deemed to be the Settlement Date(s); (Ba) notwithstanding the preceding clause (A), if the Participant is a United States citizen or resident or the ParticipantGrantee’s Restricted Stock Units are otherwise subject to United States federal income tax, on the later of (1) January 31 separation from service as defined by Section 409A of the year following the Participant’s Termination of Service and (2) Code; provided, however that if the Participant Grantee is or becomes 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, specified employee as defined by Section 409A of the Code, on the first business day following the six-month anniversary such date shall be delayed by six months; (b) Grantee’s becoming disabled, as defined by Section 409A of the Participant’s Termination of Service Code; (or, if earlier, upon the Participantc) Grantee’s death); (d) To the extent permitted by Section 409A of the Code, a change in ownership or effective control of the Company; or in the ownership of a substantial portion of the assets of the Company; or (e) Grantee’s unforeseeable emergency, as soon thereafter as practicable (but no later than 90 days thereafter) (iii) 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 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 will be satisfied in full upon the distribution of Shares corresponding to such Restricted Stock Units that are a Specified AwardUnits. On the Settlement Date(s), a Specified Change in Controlthe Company may, in each case at its election, either (Ai) by a cash payment equal deliver to the Fair Market Value Grantee a certificate representing the number 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 Shares to be distributed to the Participant or Grantee as of that Settlement Date; (zii) registering credit the issuance number of Shares to be distributed to the Stock Grantee as of that Settlement Date to a book-entry account in the name of the Participant through a book entry credit in the records of Grantee held by the Company’s transfer agent agent; or (Ciii) 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 credit the number of vested Restricted Stock Units. No fractional shares of Stock shall Shares to be issued in settlement of Restricted Stock Units. Fractional Restricted Stock Units shall be settled through a cash payment equal distributed to the Fair Market Value 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 Stock on the settlement dateCode.

Settlement of Restricted Stock Units. Subject (a) Status as a Creditor. Unless and until Restricted Stock Units have vested, the Participant will have no settlement right with respect to Section 7(d)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 the 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 shall deliver may (1) round up the Shares that are payable to the Participant to the value nearest whole number, or (2) pay a cash payment equivalent in place of one share of Stock such fractional Share. Upon issuance, Shares will be electronically transferred to an account in settlement of each outstanding the Participant's name at the provider then administering the Plan as it relates to the Restricted Stock Unit that has vested Units. The Shares to be issued upon settlement will be issued as soon as practicable to the Participant following each Vesting Date; provided in Section 2 on the first to occur of that: (i) such Shares will be issued no later than the Vesting Date, date that is two and a half (ii2.5) in months from the event end 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 year following the Participant’s Termination of Service and 's tax year that includes the Vesting Date, or (2) if the Participant is a Specified Employee and Company's tax year that includes the Vesting Date; and (ii) for any Restricted Stock Units are for which the Vesting Date is after the date the Participant attains Retirement Eligibility and which would constitute a Specified Award“deferral of compensation” under Section 409A, to the extent necessary to comply with, and avoid imposition Shares will be issued: (A) on the Participant applicable Vesting Date; (B) within thirty (30) days following a Separation from Service within 24 months 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 which triggers accelerated vesting in which accordance with 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 terms 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 this Agreement; or (C) in the event of settlement upon a Change in Control Participant's death or Specified Change in ControlRSU Disability, as applicable, a cash payment equal within thirty (30) days of the date of death or RSU Disability. (c) Clawback. Notwithstanding any provision to the Change in Control Pricecontrary, multiplied by the number of vested Restricted Stock Units. No fractional shares of Stock any “clawback” or “recoupment” policy required under applicable law or provided for under Company policy shall be issued in settlement of Restricted Stock Units. Fractional Restricted Stock Units shall be settled through a cash payment equal automatically apply to the Fair Market Value of the Stock on the settlement datethis Award.

Settlement of Restricted Stock Units. Subject to Section 7(d), the Company shall deliver to the Participant the value 3.1 Timing and Manner of one share Settlement of Stock in settlement of each outstanding Restricted Stock Unit that has vested as provided in Section 2 on the first to occur of Units (ia) 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 year following the Participant’s Termination of Service Unless and (2) if the Participant is a Specified Employee and until the Restricted Stock Units are a Specified Awardbecome vested and nonforfeitable in accordance with Section 2.2 or 2.3 of this Agreement, to the extent necessary to comply with, and avoid imposition on the Participant will have no right to Settlement of any additional tax or interest imposed under, Section 409A of such Restricted Stock Units. Vested and non-forfeitable Restricted Stock Units shall be Settled by the Code, on the first business day following the six-month anniversary of the Participant’s Termination of Service Company (or, if earlier, upon the Participant’s death), or as soon thereafter as practicable (but no later than 90 days thereafter) (iiii) with respect to Restricted Stock Units that are become vested and non-forfeitable in accordance with 13 Sections 2.2, 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 any applicable performance target has been met (and in all events not a Specified Award, a Change in Control in which the Restricted Stock Units do not continue, later than two and one-half (iv2-1/2) months after such vesting date) or (ii) with respect to Restricted Stock Units that are a Specified Awardbecome vested and non-forfeitable in accordance with Section 2.3(c) of this Agreement, a Specified Change in Controldate specified by the Company that shall be within two and one-half (2-1/2) months after the date on which the Restricted Stock Units otherwise would have vested pursuant to Sections 2.2(a), in each case (A2.3(a) by a cash payment equal to the Fair Market Value of the Stock on the settlement date or (B2.3(b) if the Participant is a member Participant’s Termination of Employment had not occurred (the Management Committeedate on which the Shares are Settled pursuant to clause (i) or (ii) above, at the Company’s sole discretion, in Stock, “Settlement Date”). (b) Such Settlement shall be accomplished by either (y) issuing one or more certificates evidencing the Stock delivering 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) his beneficiary in the event of settlement upon death) either (i) a Change in Control or Specified Change in Control, as applicable, certificate evidencing a cash payment number of Shares 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 UnitsUnits that become vested and non-forfeitable upon that Settlement Date or (ii) an electronic issuance evidencing such Shares. Fractional To the extent that the Participant is then subject to Stock Ownership Guidelines and that such Shares are subject to transfer restrictions pursuant to such Stock Ownership Guidelines then such Shares (i) may be issued with a legend indicating that “THE 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” or (ii) if delivered electronically, the Company may make such provisions as it deems necessary to ensure that each Share is subject to the same terms and conditions as Shares that are represented by a physical stock certificate. Neither the Participant nor any of the Participant’s successors, heirs, assigns or personal representatives shall have any further rights or interests in any Restricted Stock Units that are so paid. For clarity, in no event shall a fractional Share actually be issued upon Settlement under the Plan; rather, the Participant’s account with the broker with whom any Shares acquired under the Plan are deposited shall be settled through credited with a cash payment equal fractional Share economic interest, without legal title or voting or other legal rights, pursuant to such procedures and rules as are established by the Fair Market Value of the Stock on the settlement dateAdministrator.

Settlement of Restricted Stock Units. Subject to Section 7(d)10, in the event that one or more Restricted Stock Unit vests and the Restricted Period applicable to such Restricted Stock Unit lapses, the 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, will issue (A) as soon as reasonably practicable after such Termination a number of Service or (B) notwithstanding the preceding clause (A), if the Participant is a United States citizen or resident or the Participant’s Restricted shares of Common Stock Units are otherwise subject to United States federal income tax, on the later of (1) January 31 of the year following the Participant’s Termination of Service and (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 in the ParticipantCommittee’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 Awarddiscretion, 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 lump sum cash payment equal to the Fair Market Value of such shares of Common Stock) to Participant in settlement and payment of the applicable portion of the Restricted Stock on Unit Award equal to the settlement date or number of then-vested Restricted Stock Units and (B) if the Participant is a member lump sum of the Management Committeecash equal to any Dividend Equivalents credited with respect to such vested Restricted Stock Units or, at the Companydiscretion of the Committee, shares of Common Stock having a Fair Market Value equal to such Dividend Equivalents, on the earliest of: (a) the 30-day period following the Time-Based Vesting Date on which the applicable portion of the Restricted Stock Units vests under Section 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 30-day period following the date of Participant’s sole discretionSeparation from Service (i) as a result of Participant’s death, in Stock(ii) following Participant’s Disability, by either (yiii) issuing one or more certificates evidencing the Stock to the Participant following Participant’s becoming Retirement-Eligible, or (ziv) registering as a result of a Participant’s Involuntary Termination during the issuance 24-month period following the closing date 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. Upon such date, as applicable, a cash payment equal the applicable “Distribution Date,” Participant shall have no further rights with respect 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 any Restricted Stock Units shall be that are settled through a cash payment equal under this Section 8 or that terminate pursuant to the Fair Market Value Section 4 as of the Stock on the settlement dateapplicable Distribution Date.

Settlement of Restricted Stock Units. Subject (a) Upon the expiration of the Restriction Period, Xxxxxxxxx shall cause to Section 7(d), the Company shall deliver be issued to the Participant Employee, or to the value Employee’s estate in the event of the Employee’s death, one (1) share of Common Stock in payment and settlement of each outstanding vested Restricted Stock Unit that has vested 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 provided soon as practicable after the Restriction Period, but in Section 2 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 first to occur 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 Vesting DateFair 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 event Employee’s country of a Termination residence (or country of Service due to deathemployment, Disability or Retirementif different), (Aiii) as soon as reasonably practicable after such Termination of Service would result in adverse tax consequences for the Employee, Xxxxxxxxx or any Affiliate, or (Biv) notwithstanding is administratively burdensome; or (ii) shares of Common Stock, but require the preceding clause Employee to sell such shares of Common Stock immediately or within a specified period following the Employee’s termination of employment (Ain 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), if . (b) If the Participant Employee is a taxpayer of the United States citizen of America (“U.S.”) and has attained or resident or will attain age 55 prior to the Participant’s expiration of the Restriction Period applicable to Restricted Stock Units, such Restricted Stock Units are otherwise shall be treated as “deferred compensation” subject to United States federal income taxsection 409A of Code. In such case, if those Restricted Stock Units vest and become payable on the later of (1) January 31 account of the year following the ParticipantEmployee’s Termination termination of Service and (2) if the Participant is a Specified Employee and employment, the Restricted Stock Units are shall not become payable (even though non‑forfeitable) unless the termination constitutes 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 “separation from service” as defined in Treasury Regulations promulgated under section 409A of the Code. In addition, if the Employee is a Specified Employee, payment on account of separation from service hereunder shall be made as of the first business day date that is six (6) months following the six-month anniversary of the ParticipantEmployee’s Termination of Service separation from service (or, if earlier, upon the ParticipantEmployee’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 through a cash payment equal to the Fair Market Value of the Stock on the settlement date.

Settlement of Restricted Stock Units. 6.1 Subject to Section 7(d)9 hereof, the Company shares of unrestricted Common Stock (“Shares”) shall deliver be issued with respect 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 earliest to occur of: (1) January 31 of the year following the Participant’s Termination of Service and [Specified Date]; (2) Grantee’s separation from service (within the meaning of Code Section 409A); (3) a Change of Control; or (4) Participant’s death]/[promptly following the date on which the Restricted Stock Units vest] ([as applicable,] the “Settlement Date”). In all instances, subject to the terms of this Award Agreement, the Shares will be issued within sixty (60) days of the applicable Settlement Date and if the sixty (60) day period straddles two calendar years, Participant is a Specified Employee and will not under any circumstances be permitted, directly or indirectly, to designate the taxable year in which the Restricted Stock Units are a Specified Awardsettled. Promptly following the Settlement Date, the Company shall (a) issue and deliver to the extent necessary Grantee the number of shares of Common Stock equal to comply with, the number of Vested Units; and avoid imposition (b) enter the Grantee’s name on the Participant books of any additional tax or interest imposed under, 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 “specified employee” within the meaning of Section 409A of the Code, on as determined by the first business day 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 of the Code, then to the extent necessary to prevent any accelerated or additional tax under Section 409A of the Code, such settlement will be delayed until the earlier of: (a) the date that is six months following the six-month anniversary of Grantee’s separation from service and (b) the Participant’s Termination of Service (or, if earlier, upon the ParticipantGrantee’s death). 6.3 To the extent that the Grantee does not vest in any Restricted Stock Units, all interest in such Restricted Stock Units shall be forfeited. The Grantee has no right or as soon thereafter as practicable (but no later than 90 days thereafter) (iii) with respect to interest in any 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 through a cash payment equal to the Fair Market Value of the Stock on the settlement dateforfeited.

Settlement of Restricted Stock Units. Subject to Section 7(d), the Company shall deliver to the Participant the value of one share of Stock in settlement of each outstanding Each Restricted Stock Unit shall entitle the Grantee to one Share which shall be distributed to the Grantee (or to the estate, guardian or beneficiary of the 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 has vested as provided the Grantee does not complete and return 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 Section 2 on this Agreement or the Settlement Date Election Form, upon the first to occur of (i) the Vesting Datefollowing events, (ii) Shares shall be distributed in the event settlement of a Termination of Service due to death, Disability or Retirement, (A) Restricted Stock Units as soon as reasonably practicable after practicable, and such Termination date(s) of Service or distribution shall be deemed to be the Settlement Date(s); (Ba) notwithstanding the preceding clause (A), if the Participant is a United States citizen or resident or the ParticipantGrantee’s Restricted Stock Units are otherwise subject to United States federal income tax, on the later of (1) January 31 separation from service as defined by Section 409A of the year following the Participant’s Termination of Service and (2) Code; provided, however that if the Participant Grantee is or becomes 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, specified employee as defined by Section 409A of the Code, on the first business day following the six-month anniversary such date shall be delayed by six months; (b) Grantee’s becoming disabled, as defined by Section 409A of the Participant’s Termination of Service Code; (or, if earlier, upon the Participantc) Grantee’s death); (d) To the extent permitted by Section 409A of the Code, a change in ownership or effective control of the Company; or in the ownership of a substantial portion of the assets of the Company; or (e) Grantee’s unforeseeable emergency, as soon thereafter as practicable (but no later than 90 days thereafter) (iii) 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 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 will be satisfied in full upon the distribution of Shares corresponding to such Restricted Stock Units that are a Specified AwardUnits. On the Settlement Date(s), a Specified Change in Controlthe Company may, in each case at its election, either (Ai) by a cash payment equal deliver to the Fair Market Value Grantee a certificate representing the number 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 Shares to be distributed to the Participant or Grantee as of that Settlement Date; (zii) registering credit the issuance number of Shares to be distributed to the Stock Grantee as of that Settlement Date to a book-entry account in the name of the Participant through a book entry credit in the records of Grantee held by the Company’s transfer agent agent; or (Ciii) 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 credit the number of vested Restricted Stock Units. No fractional shares of Stock shall Shares to be issued in settlement of Restricted Stock Units. Fractional Restricted Stock Units shall be settled through a cash payment equal distributed to the Fair Market Value 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 Stock on the settlement dateCode.

Settlement of Restricted Stock Units. Subject to Section 7(d), the Company shall deliver to the Participant the value 3.1 Timing and Manner of one share Settlement of Stock in settlement of each outstanding Restricted Stock Unit that has vested as provided in Section 2 on the first to occur of Units (ia) 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 year following the Participant’s Termination of Service Unless and (2) if the Participant is a Specified Employee and until the Restricted Stock Units are a Specified Awardbecome vested and nonforfeitable in accordance with Section 2.2 or 2.3 of this Agreement, to the extent necessary to comply with, and avoid imposition on the Participant will have no right to Settlement of any additional tax or interest imposed under, Section 409A of such Restricted Stock Units. Vested and non-forfeitable Restricted Stock Units shall be Settled by the Code, on the first business day following the six-month anniversary of the Participant’s Termination of Service Company (or, if earlier, upon the Participant’s death), or as soon thereafter as practicable (but no later than 90 days thereafter) (iiii) with respect to Restricted Stock Units that are become vested and non-forfeitable in accordance with Sections 2.2, 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 any applicable performance target has been met (and in all events not a Specified Award, a Change in Control in which the Restricted Stock Units do not continue, later than two and one-half (iv2-1/2) months after such vesting date) or (ii) with respect to Restricted Stock Units that are a Specified Awardbecome vested and non-forfeitable in accordance with Section 2.3(c) of this Agreement, a Specified Change in Controldate specified by the Company that shall be within two and one-half (2-1/2) months after the date on which the Restricted Stock Units otherwise would have vested pursuant to Sections 2.2(a), in each case (A2.3(a) by a cash payment equal to the Fair Market Value of the Stock on the settlement date or (B2.3(b) if the Participant is a member Participant’s Termination of Employment had not occurred (the Management Committeedate on which the Shares are Settled pursuant to clause (i) or (ii) above, at the Company’s sole discretion, in Stock, “Settlement Date”). (b) Such Settlement shall be accomplished by either (y) issuing one or more certificates evidencing the Stock delivering 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) his beneficiary in the event of settlement upon death) either (i) a Change in Control or Specified Change in Control, as applicable, certificate evidencing a cash payment number of Shares 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 UnitsUnits that become vested and non-forfeitable upon that Settlement Date or (ii) an electronic issuance evidencing such Shares. Fractional To the extent that the Participant is then subject to Stock Ownership Guidelines and that such Shares are subject to transfer restrictions pursuant to such Stock Ownership Guidelines then such Shares (i) may be issued with a legend indicating that “THE 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” or (ii) if delivered electronically, the Company may make such provisions as it deems necessary to ensure that each Share is subject to the same terms and conditions as shares that are represented by a physical stock certificate. Neither the Participant nor any of the Participant’s successors, heirs, assigns or personal representatives shall have any further rights or interests in any Restricted Stock Units shall be settled through a cash payment equal to the Fair Market Value of the Stock on the settlement datethat are so paid.

Settlement of Restricted Stock Units. Subject to Section 7(d), the 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 year following the Participant’s Termination of Service and (2) or, if the Participant payment is a Specified Employee and the Restricted Stock Units are a Specified Award, required to the extent necessary be delayed past such date pursuant to comply with, and avoid imposition on the Participant of any additional tax or interest imposed under, Section 409A of the Codethe Code because the Participant is deemed to be a “specified employee” within the meaning of Section 409A(a)(2)(B)(1) of the Code and the regulations thereunder, 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)Service, or as soon thereafter as practicable (but no later than 90 days thereafter) December 31 of such year), (iii) with respect to Restricted Stock Units that are not a other than Specified AwardUnits, upon a Change in Control (as defined in the Plan) in which the Restricted Stock Units do not continue, and (iv) with respect to Restricted Stock Units that are Specified Units, upon a Specified Award, a Specified Change in ControlControl (as defined in Section 2(c)), 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 (yA) issuing one or more stock certificates evidencing the Stock to the Participant or Participant, (zB) 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, Price multiplied by the number of vested Restricted Stock Units. No fractional shares of Stock stock shall be issued in settlement respect of Restricted Stock Units. Fractional Restricted Stock Units shall be settled through a cash payment equal to the Fair Market Value of the Stock on the settlement date.

Settlement of Restricted Stock Units. Subject (a) Upon the expiration of the Restriction Period, Xxxxxxxxx shall cause to Section 7(d), the Company shall deliver be issued to the Participant Employee, or to the value Employee’s estate in the event of the Employee’s death, one (1) share of Common Stock in payment and settlement of each outstanding vested Restricted Stock Unit that has vested 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 provided soon as practicable after the Restriction Period, but in Section 2 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 first to occur 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 Vesting DateFair 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 event Employee’s country of a Termination residence (or country of Service due to deathemployment, Disability or Retirementif different), (Aiii) as soon as reasonably practicable after such Termination of Service would result in adverse tax consequences for the Employee, Xxxxxxxxx or any Affiliate, or (Biv) notwithstanding is administratively burdensome; or (ii) shares of Common Stock, but require the preceding clause Employee to sell such shares of Common Stock immediately or within a specified period following the Employee’s termination of employment (Ain 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), if . (b) If the Participant Employee is a taxpayer of the United States citizen of America (“U.S.”) and has attained or resident or will attain age 55 prior to the Participant’s expiration of the Restriction Period applicable to Restricted Stock Units, such Restricted Stock Units are otherwise shall be treated as “deferred compensation” subject to United States federal income taxsection 409A of Code. In such case, if those Restricted Stock Units vest and become payable on the later of (1) January 31 account of the year following the ParticipantEmployee’s Termination termination of Service and (2) if the Participant is a Specified Employee and employment, the Restricted Stock Units are shall not become payable (even though non-forfeitable) unless the termination constitutes 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 “separation from service” as defined in Treasury Regulations promulgated under section 409A of the Code. In addition, if the Employee is a Specified Employee, payment on account of separation from service hereunder shall be made as of the first business day date that is six (6) months following the six-month anniversary of the ParticipantEmployee’s Termination of Service separation from service (or, if earlier, upon the ParticipantEmployee’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 through a cash payment equal to the Fair Market Value of the Stock on the settlement date.