Common use of Settlement of Restricted Stock Units Clause in Contracts

Settlement of Restricted Stock Units. Subject to the provisions of Section 4 and this Section 6, the Corporation shall deliver to the Participant (or, if applicable, the Participant’s Designated Beneficiary or legal representative) that number of shares of Stock as is equal to the number of Restricted Stock Units covered by the Award that have become vested and nonforfeitable as soon as administratively practicable after the earlier of (i) the Vesting Date or (ii) a Qualifying Termination of Employment, but in no event later than 2 ½ months after the end of the calendar year in which the event described in clause (i) or (ii) occurred; provided, however, that if the Participant terminates employment by reason of Retirement, the distribution of shares of Stock in respect of the Participant’s Restricted Stock Units shall be delayed for six months from the date of the Participant’s Retirement if the Participant is a “specified employee” (as that term is defined in Section 409A(a)(2)(B)(i) of the Code) if necessary to avoid the imposition of taxes to the Participant under Section 409A of the Code. If the Participant is (or is reasonably expected to be) a “covered employee” within the meaning of Section 162(m) of the Code for the calendar year in which delivery of Stock would ordinarily be made to the Participant, the Corporation shall delay delivery of all of such shares of Stock to such Participant until the Participant’s termination of employment with the Corporation and all members of the controlled group of entities of which the Corporation is a member. Such Stock shall be delivered to such Participant or (if the Participant has elected payment in a form other than a lump sum) commence to be delivered to such Participant as soon as administratively practicable after the date which is six months after the date of such termination of employment. Subject to the immediately preceding two sentences, the Participant may by election filed with the Corporation under its Key Employee Deferred Compensation Plan (2005) (or any successor plan or program) (the “Deferred Compensation Plan”), and on a form acceptable to the Committee, not later than December 31 of the calendar year before the calendar year of the Grant Date and subject to such terms and conditions as the Committee may specify, elect to have shares of Stock deliverable in respect of vested and nonforfeitable Restricted Stock Units deferred until such later date(s) as shall be specified in such election. Any deferral election made for such Restricted Stock Units after such December 31 shall be deemed void and without force and effect.

Settlement of Restricted Stock Units. Subject to the provisions of Section 4 and this Section 6, the Corporation shall deliver to the Participant (or, if applicable, the Participant’s Designated Beneficiary or legal representative) that number of shares of Stock as is equal to the number of Restricted Stock Units covered by the Award that have become vested and nonforfeitable as soon as administratively practicable after the earlier of (i) the Vesting Date or (ii) a Qualifying Termination of Employment, but in no event later than 2 ½ months after the end of the calendar year in which the event described in clause (i) or (ii) occurred; provided, however, that if the Participant terminates employment by reason of Retirement, the distribution of shares of Stock in respect of the Participant’s Restricted Stock Units shall be delayed for six months from the date of the Participant’s Retirement if the Participant is a “specified employee” (as that term is defined in Section 409A(a)(2)(B)(i) of the Code) if necessary to avoid the imposition of taxes to the Participant under Section 409A of the Code. If the Participant is (or is reasonably expected to be) a “covered employee” within the meaning of Section 162(m) of the Code for the calendar year in which delivery of Stock would ordinarily be made to the Participant, the Corporation shall delay delivery to the Participant of all that portion of such the shares of Stock to such Participant for which the Corporation reasonably believes that Section 162(m) of the Code will preclude the Corporation from taking a compensation expense deduction until the Participant’s termination of employment with the Corporation and all members of the controlled group of entities of which the Corporation is a member. Such Stock shall be delivered to such Participant or (if the Participant has elected payment in a form other than a lump sum) commence to be delivered to such Participant as soon as administratively practicable after the date which is six months after the date of such termination of employment. Subject to the immediately preceding two sentences, the Participant may by election filed with the Corporation under its Key Employee Deferred Compensation Plan (2005) (or any successor plan or program) (the “Deferred Compensation Plan”), and on a form acceptable to the Committee, not later than December 31 of the calendar year before the calendar year of the Grant Date and subject to such terms and conditions as the Committee may specify, elect to have shares of Stock deliverable in respect of vested and nonforfeitable Restricted Stock Units deferred until such later date(s) as shall be specified in such election. Any deferral election made for such Restricted Stock Units after such December 31 shall be deemed void and without force and effect.

Settlement of Restricted Stock Units. Subject to the provisions Section 3(f) and Section 9 of Section 4 and this Section 6Agreement, the Corporation Company shall deliver to the Participant one (or1) Share (or the value thereof) in settlement of each outstanding Restricted Stock Unit granted hereunder that has vested as provided in Section 3 on the first to occur of (i) the applicable Vesting Date (or within thirty (30) days thereafter), if applicable(ii) in the event of a termination of employment or service due to death, as soon as practicable following the Participant’s Designated Beneficiary termination of employment or legal representativeservice by reason of death or (iii) that in the event of a Qualifying CIC Termination, within thirty (30) days following the effective date of the Participant’s Qualifying CIC Termination, in each case (A) in Company Common Stock by either, (x) issuing one or more certificates evidencing the Company Common Stock to the Participant or (y) registering the issuance of the Company Common Stock in the name of the Participant through a book entry credit in the records of the Company’s transfer agent, or (B) in the event of settlement upon a Change in Control, a cash payment equal to the Change in Control Price, multiplied by the number of shares vested Restricted Stock Units. No fractional Shares shall be issued in settlement of the Restricted Stock as is equal 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 covered by specified in the Award that have become vested and nonforfeitable as soon as administratively practicable after Grant Notice. Notwithstanding the earlier of (i) foregoing, the Vesting Date or (ii) a Qualifying Termination of EmploymentAdministrator, but in no event later than 2 ½ months after its sole discretion, may provide for the end settlement of the calendar year in which the event described in clause (i) or (ii) occurred; provided, however, that if the Participant terminates employment by reason of Retirement, the distribution of shares of Stock in respect of the Participant’s Restricted Stock Units shall be delayed for six months from in the date form of the Participant’s Retirement if Company Common Stock, but require the Participant is to sell such Common Stock immediately or within a “specified employee” (as that term is defined in Section 409A(a)(2)(B)(i) of the Code) if necessary to avoid the imposition of taxes to the Participant under Section 409A of the Code. If the Participant is (or is reasonably expected to be) a “covered employee” within the meaning of Section 162(m) of the Code for the calendar year in which delivery of Stock would ordinarily be made to the Participant, the Corporation shall delay delivery of all of such shares of Stock to such Participant until period following the Participant’s termination of employment with the Corporation and all members of the controlled group of entities of service (in which the Corporation is a member. Such Stock shall be delivered to such Participant or (if the Participant has elected payment in a form other than a lump sum) commence to be delivered to such Participant as soon as administratively practicable after the date which is six months after the date of such termination of employment. Subject to the immediately preceding two sentencescase, the Participant may by election filed with hereby agrees that the Corporation under its Key Employee Deferred Compensation Plan (2005) (or any successor plan or program) (Company shall have the “Deferred Compensation Plan”), and on a form acceptable authority to the Committee, not later than December 31 of the calendar year before the calendar year of the Grant Date and subject issue sale instructions in relation to such terms and conditions as Common Stock on the Committee may specify, elect to have shares of Stock deliverable in respect of vested and nonforfeitable Restricted Stock Units deferred until such later date(s) as shall be specified in such election. Any deferral election made for such Restricted Stock Units after such December 31 shall be deemed void and without force and effectParticipant’s behalf).

Settlement of Restricted Stock Units. Subject to the provisions of Section 4 8(d) and this Section 62(f), the Corporation Company shall deliver to the Participant one (or, if applicable, 1) share of Company Common Stock (or the Participant’s Designated Beneficiary or legal representativevalue thereof) that number in settlement of shares of Stock as is equal to the number of each outstanding Restricted Stock Units covered by Unit that has vested as provided in Section 2(a) on the Award that have become vested and nonforfeitable as soon as administratively practicable after the earlier first to occur of (i) the Vesting Date (or within 30 days thereafter), (ii) a Qualifying Termination of Employment, but in no event later than 2 ½ months after the end of the calendar year in which the event described in clause (i) of a termination of employment or (ii) occurred; providedservice due to death, however, that if the Participant terminates employment by reason of Retirement, the distribution of shares of Stock in respect of the Participant’s Restricted Stock Units shall be delayed for six months from the date of the Participant’s Retirement if the Participant is a “specified employee” (as that term is defined in Section 409A(a)(2)(B)(i) of the Code) if necessary to avoid the imposition of taxes to the Participant under Section 409A of the Code. If the Participant is (or is reasonably expected to be) a “covered employee” within the meaning of Section 162(m) of the Code for the calendar year in which delivery of Stock would ordinarily be made to the Participant, the Corporation shall delay delivery of all of such shares of Stock to such Participant until soon as practicable following the Participant’s termination of employment with or service by reason of death or (iii) in the Corporation and all members event of a Qualifying CIC Termination, within thirty (30) days following the effective date of the controlled group Participant’s Qualifying CIC Termination, in each case (A) in Company Common Stock by either, (x) issuing one or more certificates evidencing the Company Common Stock to the Participant or (y) registering the issuance of entities the Company Common Stock in the name of which the Corporation is Participant through a memberbook entry credit in the records of the Company’s transfer agent, or (B) in the event of settlement upon a Change in Control, a cash payment equal to the Change in Control Price, multiplied by the number of vested Restricted Stock Units. Such No fractional shares of Company Common Stock shall be delivered issued in settlement of Restricted Stock Units. Fractional shares shall be rounded up to such Participant or (if the nearest whole share; provided, that the Participant has elected payment may not vest in more than the number of Restricted Stock Units specified in the 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 form other than a lump sum) commence to be delivered to such Participant as soon as administratively practicable after specified period following the date which is six months after the date of such Participant’s termination of employment. Subject to the immediately preceding two sentencesservice (in which case, the Participant may by election filed with hereby agrees that the Corporation under its Key Employee Deferred Compensation Plan (2005) (or any successor plan or program) (Company shall have the “Deferred Compensation Plan”), and on a form acceptable authority to the Committee, not later than December 31 of the calendar year before the calendar year of the Grant Date and subject issue sale instructions in relation to such terms and conditions as Common Stock on the Committee may specify, elect to have shares of Stock deliverable in respect of vested and nonforfeitable Restricted Stock Units deferred until such later date(s) as shall be specified in such election. Any deferral election made for such Restricted Stock Units after such December 31 shall be deemed void and without force and effectParticipant’s behalf).

Settlement of Restricted Stock Units. (a) Once vested, each Restricted Stock Unit becomes a "Vested Unit." Subject to Section 6 hereof, settlement of this Award or any portion thereof shall occur by the provisions of Section 4 Company issuing and this Section 6, the Corporation shall deliver delivering to the Participant (or, if applicable, Employee the Participant’s Designated Beneficiary or legal representative) that number of shares of Stock as is equal to the number of Restricted Stock Units covered by Vested Units. Except in the Award that have become vested event of the Employee's Retirement, settlement shall occur promptly following the vesting date and nonforfeitable as soon as administratively practicable after the earlier satisfaction of (i) the Vesting Date or (ii) any requirement under Section 2 for a Qualifying Termination of EmploymentRelease, but and in any event no event later than 2 ½ months after March 15 of the end of calendar year immediately following the calendar year in which such vesting occurs. In the event described in clause (i) or (ii) occurred; provided, however, that if of the Participant terminates employment by reason of Employee's Retirement, settlement shall occur during the distribution of shares of Stock in respect second month of the Participant’s Restricted Stock Units shall be delayed for six months from second calendar quarter following the date of the Participant’s Retirement Employee's Retirement, [or, if later, on the Participant date the Committee certifies the achievement of the Performance Goals set forth in Exhibit I,] or as soon as reasonably practicable thereafter. If the Employee is deemed a “"specified employee” (as that term is defined in " within the meaning of Section 409A(a)(2)(B)(i) 409A of the Code) if , as determined by the Committee, at a time when the Employee becomes eligible for settlement of the Restricted Stock Units upon his "separation from service" within the meaning of Section 409A of the Code, then to the extent necessary to avoid the imposition of taxes to the Participant prevent any accelerated or additional tax under Section 409A of the Code. If the Participant is (or is reasonably expected to be) a “covered employee” within the meaning of Section 162(m) of the Code for the calendar year in which delivery of Stock would ordinarily , such settlement will be made to the Participant, the Corporation shall delay delivery of all of such shares of Stock to such Participant delayed until the Participant’s termination of employment with the Corporation and all members of the controlled group of entities of which the Corporation is a member. Such Stock shall be delivered to such Participant or earlier of: (if the Participant has elected payment in a form other than a lump suma) commence to be delivered to such Participant as soon as administratively practicable after the date which that is six months after following the date Employee's separation from service or (b) the Employee's death. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any Stock may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements of any law or regulation applicable to the issuance or delivery of such termination Stock. The Company shall not be obligated to issue or deliver any Stock if the issuance or delivery thereof shall constitute a violation of employment. Subject to the immediately preceding two sentences, the Participant may by election filed with the Corporation under its Key Employee Deferred Compensation Plan (2005) (any provision of any law or of any regulation of any governmental authority or any successor plan or program) (the “Deferred Compensation Plan”), and on a form acceptable to the Committee, not later than December 31 of the calendar year before the calendar year of the Grant Date and subject to such terms and conditions as the Committee may specify, elect to have shares of Stock deliverable in respect of vested and nonforfeitable Restricted Stock Units deferred until such later date(s) as shall be specified in such election. Any deferral election made for such Restricted Stock Units after such December 31 shall be deemed void and without force and effectnational securities exchange.

Settlement of Restricted Stock Units. Subject to the The provisions of Section 4 9(d)(ii) of the Plan are incorporated herein by reference and this Section 6made a part hereof and, the Corporation shall deliver to the Participant (orin accordance therewith, if applicable, the Participant’s Designated Beneficiary or legal representative) that number of shares of Stock as is equal to the number of any vested Restricted Stock Units covered by the Award that have become vested and nonforfeitable shall be settled in shares of Common Stock as soon as administratively reasonably practicable after (and, in any event, within two and one-half months, except with respect to the earlier of (i) Restricted Stock Units that vest on the Vesting Reference Date (as defined in the Grant Notice) which shall be settled promptly on or (iifollowing the 181st date following the Vesting Reference Date) a Qualifying Termination of Employment, but in no event later than 2 ½ months after following the end expiration of the calendar year in which the event described in clause (i) or (ii) occurredapplicable Restricted Period; provided, however, that if the Participant terminates employment by reason of RetirementCommittee may, the distribution of in its sole discretion, elect to (A) pay cash or part cash and part shares of Common Stock in lieu of issuing only shares of Common Stock in respect of the Participant’s such Restricted Stock Units shall be delayed for six months from or (B) defer the date issuance of shares of Common Stock (or cash or part cash and part shares of Common Stock, as the case may be) beyond the expiration of the Participant’s Retirement Restricted Period if the Participant is a “specified employee” (as that term is defined in Section 409A(a)(2)(B)(i) of the Code) if necessary to avoid the imposition of taxes to the Participant such extension would not cause adverse tax consequences under Section 409A of the Code. If Notwithstanding the Participant is foregoing, to the extent that any Restricted Stock Units vest (or would otherwise be settled) during a time when trading in shares of Common Stock by employees of the Company Group is reasonably expected to berestricted by the Company’s xxxxxxx xxxxxxx or similar policy (or a Company imposed “blackout period”) (a “covered employee” within the meaning of Section 162(m) of the Code for the calendar year in which delivery of Stock would ordinarily be made to the Participant, the Corporation shall delay delivery of all of such shares of Stock to such Participant until the Participant’s termination of employment with the Corporation and all members of the controlled group of entities of which the Corporation is a member. Such Stock shall be delivered to such Participant or (if the Participant has elected payment in a form other than a lump sum) commence to be delivered to such Participant as soon as administratively practicable after the date which is six months after the date of such termination of employment. Subject to the immediately preceding two sentences, the Participant may by election filed with the Corporation under its Key Employee Deferred Compensation Plan (2005) (or any successor plan or program) (the “Deferred Compensation PlanClosed Window”), and on a form acceptable to the Committee, not later than December 31 of the calendar year before the calendar year of the Grant Date and subject to such terms and conditions as the Committee may specify, elect to have shares of Stock deliverable in respect of vested and nonforfeitable Restricted Stock Units deferred until such later date(s) as shall be specified in such election. Any deferral election made for such Restricted Stock Units after will be settled promptly following the end of the Closed Window to the extent such December 31 delay in settlement will not cause adverse tax consequences under Section 409A of the Code. With respect to any Restricted Stock Unit, the period of time on and prior to the applicable vesting date in which such Restricted Stock Unit is subject to vesting shall be deemed void its Restricted Period. Notwithstanding anything in this Restricted Stock Unit Agreement to the contrary, the Company shall have no obligation to issue or transfer any shares of Common Stock as contemplated by this Restricted Stock Unit Agreement unless and without force until such issuance or transfer complies with all relevant provisions of law and effectthe requirements of any stock exchange on which the Company’s shares of Common Stock are listed for trading. Prior to settlement of any vested Restricted Stock Units, the Restricted Stock Units will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.

Settlement of Restricted Stock Units. Subject to the provisions of Section 4 and this Section 6, the Corporation shall deliver to the Participant (or, if applicable, the Participant’s Designated Beneficiary or legal representativea) that number of shares of Stock as is equal to the number of All outstanding vested Restricted Stock Units covered by the Award that have become vested and nonforfeitable as soon as administratively practicable after shall be settled on the earlier of (ia) Xxxxx 00, 0000, (x) the Vesting Date or (ii) a Qualifying Termination of Employment, but in no event later than 2 ½ months after the end date of the calendar year Grantee’s death or Disability, (c) the date the Grantee undergoes a Separation from Service (as defined below), and (d) the date of consummation of a 409A Change in which Control, (the event described in clause first of (ia), (b), (c) or and (iid) occurredto occur shall be the “Settlement Date”); provided, however, that in the event of Grantee’s death or Disability, or if the Participant Company or a Subsidiary terminates the Grantee’s employment by reason without Cause, or upon the Grantee’s termination of Retirementemployment for Good Reason, in each event, following the distribution of shares of Stock in respect first anniversary of the Participant’s Grant Date but prior to the date that the Stock-Price Vesting Condition has been satisfied, settlement shall be delayed and all Restricted Stock Units shall be delayed for six months from with respect to which the time-based vesting condition has been satisfied as of the date of such death, Disability or termination, shall become vested and settled on the Participant’s Retirement if date the Participant Stock-Price Vesting Condition becomes satisfied during the period ending on the earlier to occur of (x) the first anniversary of such death, Disability or termination and (y) March 31, 2013 (such settlement date, also a “Settlement Date”); and provided further, however, that to the extent that the Grantee is a “specified employee” (as that term is defined in Section 409A(a)(2)(B)(i) of the Code) if necessary to avoid the imposition of taxes to the Participant under Section 409A of the Code. If the Participant is (or is reasonably expected to be) a “covered employee” within the meaning of Section 162(mTreasury Regulation 1.409A-1(i) any settlement of the Code for the calendar year in which delivery of Restricted Stock would ordinarily be made to the Participant, the Corporation shall delay delivery of all of such shares of Stock to such Participant until the Participant’s termination of employment with the Corporation and all members Units on account of the controlled group of entities of which Grantee’s Separation from Service from the Corporation is a member. Such Stock Company shall be delivered delayed for such period of time as may be necessary to such Participant or (if meet the Participant has elected payment in a form other than a lump sum) commence to be delivered to such Participant as soon as administratively practicable after the date which is six months after the date requirements of such termination of employment. Subject to the immediately preceding two sentences, the Participant may by election filed with the Corporation under its Key Employee Deferred Compensation Plan (2005) (or any successor plan or programTreasury Regulation Section 1.409A-3(i)(2) (the “Deferred Compensation PlanDelay Period”), ) and on a form acceptable the first business day following the expiration of the Delay Period, all vested Restricted Stock Units shall be settled. On the Settlement Date, the Company shall deliver to the Committee, not later than December 31 Grantee (or the Grantee’s estate in the event of Grantee’s death) (x) a certificate or certificates representing the calendar year before the calendar year number of the Grant Date and subject to such terms and conditions as the Committee may specify, elect to have shares of Stock deliverable in respect equal to the number of vested and nonforfeitable Restricted Stock Units deferred until such later date(sor (y) a lump sum payment of cash having a value equal to the fair market value of one share of Stock as shall be specified in such electionof the Settlement Date multiplied by the number of vested Restricted Stock Units. Any deferral election made for such The determination as to whether the Restricted Stock Units after such December 31 will be settled in Stock or cash shall be deemed void and without force and effectwithin the sole discretion of the Company.

Settlement of Restricted Stock Units. Subject to the provisions of Section 4 and this Section 6, the Corporation shall deliver to the Participant (or, if applicable, the Participant’s Designated Beneficiary or legal representative) that number of shares of Stock as is equal to the number of Restricted Stock Units covered by the Award that have become vested and nonforfeitable as soon as administratively practicable after (but no later than 2½ months after) the end of the calendar year in which occurs the earlier of (i) the Vesting Date or (ii) a Qualifying Termination of Employment, but in no event later than 2 ½ months after the end of the calendar year in which the event described in clause (i) or (ii) occurred; provided, however, that if the Participant terminates employment by reason of Retirement, the distribution of shares of Stock in respect of the Participant’s Restricted Stock Units shall be delayed for six months from the date of the Participant’s Retirement if the Participant is a “specified employee” (as that term is defined in Section 409A(a)(2)(B)(i) of the Code) if necessary to avoid the imposition of taxes to the Participant under Section 409A of the Code. If the Participant is (or is reasonably expected to be) a “covered employee” within the meaning of Section 162(m) of the Code for the calendar year in which delivery of such Stock would ordinarily be made to the Participantmade, the Corporation shall delay delivery of all of such shares of Stock to such Participant until the Participant’s termination of employment with the Corporation and all members of the controlled group of entities of which the Corporation is a member. Such Stock shall be delivered to such Participant or (if the Participant has elected payment in a form other than a lump sum) commence to be delivered to such Participant as soon as administratively practicable after the date which is six months after the date of such termination of employment. Subject to the immediately preceding two sentences, the Participant may may, by election filed with the Corporation under its Key Employee Deferred Compensation Plan (2005) (or any successor plan or program) (the “Deferred Compensation Plan”), and on a form acceptable to the Committee, not later than December 31 of the calendar year before the calendar year of the Grant Date and subject to such terms and conditions as the Committee may specify, elect to have shares of Stock deliverable in respect of vested and nonforfeitable Restricted Stock Units deferred until such later date(s) as shall be specified in such election. Any deferral election made for such Restricted Stock Units after such December 31 shall be deemed void and without force and effect.

Settlement of Restricted Stock Units. (a) Once vested, each Restricted Stock Unit becomes a “Vested Unit.” Subject to Section 6 hereof, settlement of this Award or any portion thereof shall occur by the provisions of Section 4 Company issuing and this Section 6, the Corporation shall deliver delivering to the Participant (or, if applicable, Employee the Participant’s Designated Beneficiary or legal representative) that number of shares of Stock as is equal to the number of Restricted Stock Units covered by Vested Units. Except in the Award that have become vested event of the Employee’s Retirement, settlement shall occur promptly following the vesting date and nonforfeitable as soon as administratively practicable after the earlier satisfaction of (i) the Vesting Date or (ii) any requirement under Section 2 for a Qualifying Termination of EmploymentRelease, but and in any event no event later than 2 ½ months after March 15 of the end of calendar year immediately following the calendar year in which such vesting occurs. In the event described in clause (i) or (ii) occurred; provided, however, that if of the Participant terminates employment by reason of Employee’s Retirement, settlement shall occur during the distribution of shares of Stock in respect second month of the Participant’s Restricted Stock Units shall be delayed for six months from second calendar quarter following the date of the ParticipantEmployee’s Retirement if Retirement, or as soon as reasonably practicable thereafter. If the Participant Employee is deemed a “specified employee” (as that term is defined in Section 409A(a)(2)(B)(i) of the Code) if necessary to avoid the imposition of taxes to the Participant under Section 409A of the Code. If the Participant is (or is reasonably expected to be) a “covered employee” within the meaning of Section 162(m) 409A of the Code Code, as determined by the Committee, at a time when the Employee becomes eligible for settlement of the calendar year in which delivery Restricted Stock Units upon his “separation from service” within the meaning of Stock would ordinarily be made Section 409A of the Code, then to the Participantextent necessary to prevent any accelerated or additional tax under Section 409A of the Code, the Corporation shall delay delivery of all of such shares of Stock to such Participant settlement will be delayed until the Participant’s termination of employment with the Corporation and all members of the controlled group of entities of which the Corporation is a member. Such Stock shall be delivered to such Participant or earlier of: (if the Participant has elected payment in a form other than a lump suma) commence to be delivered to such Participant as soon as administratively practicable after the date which that is six months after following the date Employee’s separation from service or (b) the Employee’s death. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any Stock may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements of any law or regulation applicable to the issuance or delivery of such termination Stock. The Company shall not be obligated to issue or deliver any Stock if the issuance or delivery thereof shall constitute a violation of employment. Subject to the immediately preceding two sentences, the Participant may by election filed with the Corporation under its Key Employee Deferred Compensation Plan (2005) (any provision of any law or of any regulation of any governmental authority or any successor plan or program) (the “Deferred Compensation Plan”), and on a form acceptable to the Committee, not later than December 31 of the calendar year before the calendar year of the Grant Date and subject to such terms and conditions as the Committee may specify, elect to have shares of Stock deliverable in respect of vested and nonforfeitable Restricted Stock Units deferred until such later date(s) as shall be specified in such election. Any deferral election made for such Restricted Stock Units after such December 31 shall be deemed void and without force and effectnational securities exchange.