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. 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. 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. 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. (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 Unitsforfeited. 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 date7.

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), 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. 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 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 [SETTLEMENT ON VESTING ALTERNATIVE: the Restricted Stock Units are a Specified Awardvest, 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 thereaftertwo-and-one-half months following the end of the fiscal year in which vesting occurs] [SETTLEMENT ON TERMINATION ALTERNATIVE: the Director’s separation from service with the Company (within the meaning of Code Section 409A), but no later than two-and-one-half months following the date of such separation from service, subject to any required six- month delay if the Director is a “specified employee” at the time of such separation from service as contemplated by Section 18(b) (iii) with respect to of the Plan], the Company will settle [SETTLEMENT ON VESTING ALTERNATIVE: such vested] [SETTLEMENT ON TERMINATION ALTERNATIVE: any then-vested] Restricted Stock Units that are not by [SETTLEMENT IN STOCK ALTERNATIVE: issuing in the Director’s name certificate(s) or making an appropriate book entry for a Specified Award, a Change in Control in which number of shares of Stock equal to the number of such vested 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 Units] [SETTLEMENT IN CASH ALTERNATIVE: delivering an amount of cash payment equal to the Fair Market Value Value, determined as of the date of [SETTLEMENT ON VESTING ALTERNATIVE: vesting] [SETTLEMENT ON TERMINATION ALTERNATIVE: the later of separation from service or the end of any required six-month delay], of a number of shares of 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 such vested Restricted Stock Units]. No Notwithstanding anything to the contrary in the foregoing, the Company shall not be required to deliver any fractional shares share of Stock shall be issued but may pay, in settlement of Restricted Stock Units. Fractional Restricted Stock Units shall be settled through a cash payment equal to lieu thereof, the Fair Market Value of such fractional share of Stock, to the Stock on Director or the settlement dateDirector’s estate, as the case may be.