Common use of Settlement of Vested RSUs Clause in Contracts

Settlement of Vested RSUs. (i) Any Restricted Stock Units that become Vested RSUs shall be settled as soon as administratively practicable after the date such Restricted Stock Units become Vested RSUs. Subject to the provisions of Sections 2(d)(ii) and (iii) below, Restricted Stock Units shall be settled by the Company by delivering a number of shares (“Shares”) of the Company’s common stock, par value $1.00 per share, to the Recipient equal to the number of Vested RSUs. The Company may issue the Shares either in certificated or uncertificated form registered in the name of the Recipient. Delivery of the Shares may be made to the Recipient in person at the Company’s home office or to the Recipient’s last address reflected in the records of the Company. Neither the Recipient nor any of the Recipient’s successors, heirs, assigns or personal representatives shall have any further rights or interests in the Vested RSUs which are settled in accordance with this Section 2(d). Notwithstanding anything herein to the contrary, the Company has no obligation to deliver any Shares if counsel to the Company determines that such delivery would violate any applicable law or any rule or regulation of any governmental authority or any rule or regulation of, or agreement of the Company with, any securities exchange or association upon which the Company’s common stock is listed or quoted. The Company shall in no event be obligated to take any affirmative action to comply with any such law, rule, regulation or agreement in order to cause the delivery of Shares. (ii) Recipient may elect to have all or a specified portion of the Vested RSUs settled and converted to cash by completing, signing and delivering to the Company a “Settlement Option Notice,” as described herein, in the manner and by the deadline prescribed by the Settlement Option Notice. The Company shall provide Recipient a Settlement Option Notice prior to the settlement of any Vested RSUs. The Settlement Option Notice will provide options for Recipient to elect to receive all or certain portions specified in the Settlement Option Notice of the Vested RSUs in cash. Vested RSUs converted to cash as described in this Section 2(d) will be converted at Fair Market Value, as defined in the Plan, on the date on which the Restricted Stock Units vest. (iii) Unless the Recipient provides otherwise in the Settlement Option Notice, the Company shall withhold all federal taxes, and may withhold any state, local and other taxes, applicable to the vesting and settlement of Vested RSUs at the time of such settlement. Such withholding shall be at rates required by and otherwise in accordance with applicable laws and regulations. Unless Recipient provides otherwise in the Settlement Option Notice, the Company shall obtain the cash necessary for such withholding by reducing the number of Vested RSUs settled and converting to cash those Vested RSUs which remain unsettled. If the Company’s calculation of the number of Vested RSUs necessary to satisfy the tax withholding obligations results in a fractional number of Vested RSUs, the number of Shares to be issued shall be rounded down to the nearest whole number and the number of Vested RSUs to be used to provide cash for the withholding taxes shall be rounded up to the nearest whole number.

Settlement of Vested RSUs. As soon as reasonably practicable following each vesting date (including any accelerated vesting date pursuant to Section 1(c)), provided that the Recipient has satisfied its tax withholding obligations as specified under Section 1(j) and the Recipient has completed, signed and returned any documents and taken any additional action the Company deems appropriate, the Company shall deposit the shares of Common Stock represented by vested RSUs into the Recipient’s brokerage account established with a third party broker/administrator engaged by the Company for purposes of administering awards granted under the Plan (the “TPA” and the date of deposit of such shares is referred to as an “issuance date”), rounded to the nearest whole share (or otherwise deliver the shares to the Recipient). No fractional shares of Common Stock shall be issued. The shares of Common Stock will be issued in the Recipient’s name. Notwithstanding the foregoing, (i) Any Restricted Stock Units that become Vested RSUs shall be settled as soon as administratively practicable after the date such Restricted Stock Units become Vested RSUs. Subject to the provisions of Sections 2(d)(ii) and (iii) below, Restricted Stock Units shall be settled by the Company by delivering a number of shares (“Shares”) of the Company’s common stockshall not be obligated to vest, par value $1.00 per share, to the Recipient equal to the number of Vested RSUs. The Company may issue the Shares either in certificated deposit or uncertificated form registered in the name of the Recipient. Delivery of the Shares may be made to the Recipient in person at the Company’s home office or to the Recipient’s last address reflected in the records of the Company. Neither the Recipient nor any of the Recipient’s successors, heirs, assigns or personal representatives shall have any further rights or interests in the Vested RSUs which are settled in accordance with this Section 2(d). Notwithstanding anything herein to the contrary, the Company has no obligation to otherwise deliver any Shares if counsel to shares of Common Stock during any period when the Company determines that such delivery the conversion of an RSU or the issuance of shares of Common Stock in settlement of an RSU hereunder would violate any federal, state, foreign or other applicable law laws and may issue shares of Common Stock with any restrictive legend that, as determined by the Company, is necessary to comply with securities laws or other regulatory requirements, and (ii) an issuance date may be delayed in order to provide the Company such time as it determines appropriate to determine tax withholding and other administrative matters; provided, however, that in any rule event the shares of Common Stock shall be issued no later than the later to occur of the date that is 2 1/2 months from the end of (i) the Recipient’s tax year that includes the applicable vesting date, or regulation (ii) the Company’s tax year that includes the applicable vesting date. Furthermore, notwithstanding the foregoing, the Company may, in its sole discretion, settle the RSUs in the form of: (i) a cash payment to the extent settlement in shares of Common Stock (1) is prohibited under local laws, rules and regulations, (2) would require the Recipient, the Company or the Employer to obtain the approval of any governmental authority or any rule or regulation ofand/or regulatory body in the Recipient’s country of residence (and country of employment, if different), or agreement of the Company with, any securities exchange (3) is administratively burdensome; or association upon which the Company’s common stock is listed or quoted. The Company shall in no event be obligated to take any affirmative action to comply with any such law, rule, regulation or agreement in order to cause the delivery of Shares. (ii) shares of Common Stock, but require the Recipient may elect to have all or immediately sell such shares (in which case, as a specified portion condition of the Vested RSUs settled and converted to cash by completing, signing and delivering to the Company a “Settlement Option Notice,” as described herein, in the manner and by the deadline prescribed by the Settlement Option Notice. The Company shall provide Recipient a Settlement Option Notice prior to the settlement of any Vested RSUs. The Settlement Option Notice will provide options for Recipient to elect to receive all or certain portions specified in the Settlement Option Notice award of the Vested RSUs in cash. Vested RSUs converted to cash as described in this Section 2(d) will be converted at Fair Market Value, as defined in the Plan, on the date on which the Restricted Stock Units vest. (iii) Unless the Recipient provides otherwise in the Settlement Option Notice, the Company shall withhold all federal taxes, and may withhold any state, local and other taxes, applicable to the vesting and settlement of Vested RSUs at the time of such settlement. Such withholding shall be at rates required by and otherwise in accordance with applicable laws and regulations. Unless Recipient provides otherwise in the Settlement Option Notice, the Company shall obtain the cash necessary for such withholding by reducing the number of Vested RSUs settled and converting to cash those Vested RSUs which remain unsettled. If the Company’s calculation of the number of Vested RSUs necessary to satisfy the tax withholding obligations results in a fractional number of Vested RSUs, the number of Shares Recipient hereby explicitly authorizes the Company to be issued shall be rounded down issue sales instructions in relation to such shares on the nearest whole number and the number of Vested RSUs to be used to provide cash for the withholding taxes shall be rounded up to the nearest whole numberRecipient’s behalf).

Settlement of Vested RSUs. (i) Any Restricted Stock Units that become Vested RSUs shall be settled as soon as administratively practicable after the date such Restricted Stock Units become Vested RSUs. Subject to the provisions of Sections 2(d)(ii) and (iiiSection 2(d) below, Restricted Stock Units shall be settled by the Company by delivering a number of shares (“Shares”) of the Company’s common stock, par value $1.00 per share, to the Recipient equal to the number of Vested RSUs. The Company may issue the Shares either in certificated or uncertificated form registered in the name of the Recipient. Delivery of the Shares may be made to the Recipient in person at the Company’s home office or to the Recipient’s last address reflected in the records of the Company. Neither the Recipient nor any of the Recipient’s successors, heirs, assigns or personal representatives shall have any further rights or interests in the Vested RSUs which are settled or used for withholding taxes in accordance with this Section 2(d)) hereof. Notwithstanding anything herein to the contrary, the Company has no obligation to deliver any Shares if counsel to the Company determines that such delivery would violate any applicable law or any rule or regulation of any governmental authority or any rule or regulation of, or agreement of the Company with, any securities exchange or association upon which the Company’s common stock is listed or quoted. The Company shall in no event be obligated to take any affirmative action to comply with any such law, rule, regulation or agreement in order to cause the delivery of Shares. (ii) Recipient may elect to have all or a specified portion of the Vested RSUs settled and converted to cash by completing, signing and delivering to the Company a “Settlement Option Notice,” as described herein, in the manner and by the deadline prescribed by the Settlement Option Notice. The Company shall provide Recipient a Settlement Option Notice prior to the settlement of any Vested RSUs. The Settlement Option Notice will provide options for Recipient to elect to receive all or certain portions specified in the Settlement Option Notice of the Vested RSUs in cash. Vested RSUs converted to cash as described in this Section 2(d) will be converted at Fair Market Value, as defined in the Plan, on the date on which the Restricted Stock Units vest. (iii) Unless the Recipient provides otherwise in the Settlement Option Notice, the Company shall withhold all federal taxes, and may withhold any state, local and other taxes, applicable to the vesting and settlement of Vested RSUs at the time of such settlement. Such withholding shall be at rates required by and otherwise in accordance with applicable laws and regulations. Unless Recipient provides otherwise in the Settlement Option Notice, the Company shall obtain the cash necessary for such withholding by reducing the number of Vested RSUs settled and converting to cash those Vested RSUs which remain unsettled. If the Company’s calculation of the number of Vested RSUs necessary to satisfy the tax withholding obligations results in a fractional number of Vested RSUs, the number of Shares to be issued shall be rounded down to the nearest whole number and the number of Vested RSUs to be used to provide cash for the withholding taxes shall be rounded up to the nearest whole number.

Settlement of Vested RSUs. As soon as reasonably practicable following each vesting date (including any accelerated vesting date pursuant to Section 1(c)), provided that the Recipient has satisfied its tax withholding obligations as specified under Section 1(j) and the Recipient has completed, signed and returned any documents and taken any additional action the Company deems appropriate, the Company shall deposit the shares of Common Stock represented by vested RSUs into the Recipient's brokerage account established with a third party broker/administrator engaged by the Company for purposes of administering awards granted under the Plan (the “TPA” and the date of deposit of such shares is referred to as an “issuance date”), rounded to the nearest whole share (or otherwise deliver the shares to the Recipient). No fractional shares of Common Stock shall be issued. The shares of Common Stock will be issued in the Recipient’s name. Notwithstanding the foregoing, (i) Any Restricted Stock Units that become Vested RSUs shall be settled as soon as administratively practicable after the date such Restricted Stock Units become Vested RSUs. Subject to the provisions of Sections 2(d)(ii) and (iii) below, Restricted Stock Units shall be settled by the Company by delivering a number of shares (“Shares”) of the Company’s common stockshall not be obligated to vest, par value $1.00 per share, to the Recipient equal to the number of Vested RSUs. The Company may issue the Shares either in certificated deposit or uncertificated form registered in the name of the Recipient. Delivery of the Shares may be made to the Recipient in person at the Company’s home office or to the Recipient’s last address reflected in the records of the Company. Neither the Recipient nor any of the Recipient’s successors, heirs, assigns or personal representatives shall have any further rights or interests in the Vested RSUs which are settled in accordance with this Section 2(d). Notwithstanding anything herein to the contrary, the Company has no obligation to otherwise deliver any Shares if counsel to shares of Common Stock during any period when the Company determines that such delivery the conversion of an RSU or the issuance of shares of Common Stock in settlement of an RSU hereunder would violate any federal, state, foreign or other applicable law laws and may issue shares of Common Stock with any restrictive legend that, as determined by the Company, is necessary to comply with securities laws or other regulatory requirements, and (ii) an issuance date may be delayed in order to provide the Company such time as it determines appropriate to determine tax withholding and other administrative matters; provided, however, that in any rule event the shares of Common Stock shall be issued no later than the later to occur of the date that is 2 1/2 months from the end of (i) the Recipient’s tax year that includes the applicable vesting date, or regulation (ii) the Company's tax year that includes the applicable vesting date. Furthermore, notwithstanding the foregoing, the Company may, in its sole discretion, settle the RSUs in the form of: (i) a cash payment to the extent settlement in shares of Common Stock (1) is prohibited under local laws, rules and regulations, (2) would require the Recipient, the Company or the Employer to obtain the approval of any governmental authority or any rule or regulation ofand/or regulatory body in the Recipient’s country of residence (and country of employment, if different), or agreement of the Company with, any securities exchange (3) is administratively burdensome; or association upon which the Company’s common stock is listed or quoted. The Company shall in no event be obligated to take any affirmative action to comply with any such law, rule, regulation or agreement in order to cause the delivery of Shares. (ii) shares of Common Stock, but require the Recipient may elect to have all or immediately sell such shares (in which case, as a specified portion condition of the Vested RSUs settled and converted to cash by completing, signing and delivering to the Company a “Settlement Option Notice,” as described herein, in the manner and by the deadline prescribed by the Settlement Option Notice. The Company shall provide Recipient a Settlement Option Notice prior to the settlement of any Vested RSUs. The Settlement Option Notice will provide options for Recipient to elect to receive all or certain portions specified in the Settlement Option Notice award of the Vested RSUs in cash. Vested RSUs converted to cash as described in this Section 2(d) will be converted at Fair Market Value, as defined in the Plan, on the date on which the Restricted Stock Units vest. (iii) Unless the Recipient provides otherwise in the Settlement Option Notice, the Company shall withhold all federal taxes, and may withhold any state, local and other taxes, applicable to the vesting and settlement of Vested RSUs at the time of such settlement. Such withholding shall be at rates required by and otherwise in accordance with applicable laws and regulations. Unless Recipient provides otherwise in the Settlement Option Notice, the Company shall obtain the cash necessary for such withholding by reducing the number of Vested RSUs settled and converting to cash those Vested RSUs which remain unsettled. If the Company’s calculation of the number of Vested RSUs necessary to satisfy the tax withholding obligations results in a fractional number of Vested RSUs, the number of Shares Recipient hereby explicitly authorizes the Company to be issued shall be rounded down issue sales instructions in relation to such shares on the nearest whole number and the number of Vested RSUs to be used to provide cash for the withholding taxes shall be rounded up to the nearest whole numberRecipient’s behalf).

Settlement of Vested RSUs. (i) Any Restricted Stock Units that become Vested RSUs shall be settled as soon as administratively practicable after the date such Restricted Stock Units become Vested RSUs. Subject to the provisions of Sections Section 2(d)(ii) and (iii) below), Restricted Stock Units shall be settled by the Company by delivering a number of shares (“Shares”) of the Company’s common stock, par value $1.00 per share, to the paying Recipient an amount equal to the number of Vested RSUs. The Company may issue RSUs times the Shares either in certificated or uncertificated form registered Fair Market Value, as defined in the name Plan, of the RecipientCompany’s common stock on the date on which the Restricted Stock Units vest. Delivery of the Shares payment may be made to the Recipient in person at the Company’s home office or to the Recipient’s last address reflected in the records of the Company. Neither the Recipient nor any of the Recipient’s successors, heirs, assigns or personal representatives shall have any further rights or interests in the Company’s common stock or any other rights or interests in the Vested RSUs which are settled in accordance with this Section 2(d). Notwithstanding anything herein to the contrary, the Company has no obligation to deliver any Shares make the payment prescribed by this Section 2(d) if counsel to the Company determines that such delivery payment would violate any applicable law or any rule or regulation of any governmental authority or any rule or regulation of, or agreement of the Company with, any securities exchange or association upon which the Company’s common stock is listed or quoted. The Company shall in no event be obligated to take any affirmative action to comply with any such law, rule, regulation or agreement in order to cause the delivery of Sharesmake such payment. (ii) The Company shall, upon request, provide Recipient may elect to have all or a specified portion of the Vested RSUs settled and converted to cash by completing, signing and delivering to the Company with a “Settlement Option Notice,” form, as described herein. A Settlement Option Notice may be used by a Recipient to provide instructions to the Company on settlement of Vested RSUs and any requested tax withholdings therefrom. Unless the Recipient completes, signs and delivers to the Company a Settlement Option Notice in the manner and by the deadline prescribed by the Settlement Option Notice. The Company shall provide Recipient a Settlement Option Notice prior to the settlement of any Vested RSUs. The Settlement Option Notice will provide options for Recipient to elect to receive all or certain portions specified in the Settlement Option Notice of the Vested RSUs in cash. Vested RSUs converted to cash as described in this Section 2(d) will be converted at Fair Market Value, as defined in the Plan, on the date on which the Restricted Stock Units vest. (iii) Unless the Recipient provides otherwise in the Settlement Option Notice, the Company shall withhold all federal taxes, and may withhold any state, local and other taxes, applicable to the vesting and settlement of Vested RSUs at the time of such settlement. Such withholding shall be at rates required by and otherwise in accordance with applicable laws and regulations. Unless Recipient provides otherwise in the Settlement Option Notice, the The Company shall obtain the cash necessary for such withholding by reducing the number of Vested RSUs settled and converting to cash those Vested RSUs which remain unsettled. If the Company’s calculation dollar amount paid upon settlement of the number of Vested RSUs necessary to satisfy the tax withholding obligations results in a fractional number of Vested RSUs, the number of Shares to be issued shall be rounded down to the nearest whole number and the number of Vested RSUs to be used to provide cash for the withholding taxes shall be rounded up to the nearest whole number.

Settlement of Vested RSUs. (i) Any Restricted Stock Units that become Vested RSUs shall be settled as soon as administratively practicable after the date such Restricted Stock Units become Vested RSUs. Subject to the provisions of Sections 2(d)(ii) and (iii) below, Restricted Stock Units shall be settled by the Company by delivering a number of shares (“Shares”) of the Company’s common stock, par value $1.00 per share, to the Recipient equal to the number of Vested RSUs. The Company may issue the Shares either in certificated or uncertificated form registered in the name of the Recipient. Delivery of the Shares may be made to the Recipient in person at the Company’s home office or to the Recipient’s last address reflected in the records of the Company. Neither the Recipient nor any of the Recipient’s successors, heirs, assigns or personal representatives shall have any further rights or interests in the Vested RSUs which are settled in accordance with this Section 2(d). Notwithstanding anything herein to the contrary, the Company has no obligation to deliver any Shares if counsel to the Company determines that such delivery would violate any applicable law or any rule or regulation of any governmental authority or any rule or regulation of, or agreement of the Company with, any securities exchange or association upon which the Company’s common stock is listed or quoted. The Company shall in no event be obligated to take any affirmative action to comply with any such law, rule, regulation or agreement in order to cause the delivery of Shares. (ii) Recipient may elect to have all or a specified portion of the Vested RSUs settled and converted to cash by completing, signing and delivering to the Company a “Settlement Option Notice,” as described herein, in the manner and by the deadline prescribed by the Settlement Option Notice. The Company shall provide Recipient a Settlement Option Notice prior to the settlement of any Vested RSUs. The Settlement Option Notice will provide options for Recipient to elect to receive all or certain portions specified in the Settlement Option Notice of the Vested RSUs in cash. If a properly completed and signed Settlement Option Notice is not delivered to the Company by the deadline specified, the Company will settle all Vested RSUs for shares, except as provided in Section 2(d)(i) above. Vested RSUs converted to cash as described in this Section 2(d) will be converted at the following price: (i) the closing price of the Shares on the date on which the Restricted Stock Units vest, if the Shares are traded on a national exchange on such date; or (ii) otherwise, the Fair Market Value, as defined in the Plan, on the date on which the Restricted Stock Units vest. (iii) Unless the Recipient provides otherwise in the Settlement Option Notice, the Company shall withhold all federal taxesfederal, and may withhold any state, local and other taxes, taxes applicable to the vesting and settlement of Vested RSUs at the time of such settlement. Such withholding shall be at rates required by and otherwise in accordance with applicable laws and regulations. Unless Recipient provides otherwise in the Settlement Option Notice, the Company shall obtain the cash necessary for such withholding by reducing the number of Vested RSUs settled and converting to cash those Vested RSUs which remain unsettled. If the Settlement Option Notice instructs that taxes are not to be withheld, such notice must include an explanation satisfactory to the Company, in its sole discretion, as to how the tax and withholding obligations associated with the Vested RSUs have been addressed. If the Company’s calculation of the number of Vested RSUs necessary to satisfy the tax withholding obligations results in a fractional number of Vested RSUs, the number of Shares to be issued shall be rounded down to the nearest whole number and the number of Vested RSUs to be used to provide cash for the withholding taxes shall be rounded up to the nearest whole number.

Settlement of Vested RSUs. (i) Any Restricted Stock Units that become Vested RSUs shall be settled settled, solely in cash, as soon as administratively practicable after the date such Restricted Stock Units become Vested RSUs. Notwithstanding any provision in this Agreement to the contrary, no shares of the Company’s common stock, or any other securities of the Company, shall be issued in settlement of any Restricted Stock Units. Subject to the provisions of Sections Section 2(d)(ii) and (iii) below), Restricted Stock Units shall be settled by the Company by delivering a paying the Recipient an amount equal to (A) the number of shares Vested RSUs multiplied by (“Shares”B) the unweighted average of the closing prices of the Company’s common stock, par value $1.00 per share, to stock on the Recipient equal to Company’s Principal Stock Exchange (as defined below) for the number of 20 trading days immediately preceding the date on which such Restricted Stock Units become Vested RSUs. The Company may issue the Shares either in certificated or uncertificated form registered in the name of the Recipient. Delivery of the Shares payment may be made to the Recipient in person at the Company’s home office or to the Recipient’s last address reflected in the records of the Company. Neither the Recipient nor any of the Recipient’s successors, heirs, assigns or personal representatives shall have any further rights or interests in the Company’s common stock or any other rights or interests in the Vested RSUs which that are settled in accordance with this Section 2(d). Notwithstanding anything herein to the contrary, the Company has no obligation to deliver any Shares make the payment prescribed by this Section 2(d) if counsel to the Company determines that such delivery payment would violate any applicable law or any rule or regulation of any governmental authority or any rule or regulation of, or agreement of the Company with, any securities exchange or association upon which the Company’s common stock is listed or quoted. The Company shall in no event be obligated to take any affirmative action to comply with any such law, rule, regulation or agreement in order to cause the delivery of Sharesmake such payment. (ii) The Company shall, upon request, provide the Recipient may elect to have all or a specified portion of the Vested RSUs settled and converted to cash by completing, signing and delivering to the Company with a “Settlement Option Notice,” form, as described herein. A Settlement Option Notice may be used by a the Recipient to provide instructions to the Company on settlement of Vested RSUs and any requested tax withholdings therefrom. Unless the Recipient completes, signs and delivers to the Company a Settlement Option Notice in the manner and by the deadline prescribed by the Settlement Option Notice. The Company shall provide Recipient a Settlement Option Notice prior to the settlement of any Vested RSUs. The Settlement Option Notice will provide options for Recipient to elect to receive all or certain portions specified in the Settlement Option Notice of the Vested RSUs in cash. Vested RSUs converted to cash as described in this Section 2(d) will be converted at Fair Market Value, as defined in the Plan, on the date on which the Restricted Stock Units vest. (iii) Unless the Recipient provides otherwise in the Settlement Option Notice, the Company shall withhold all federal taxes, and may withhold any state, local and other taxes, applicable to the vesting and settlement of Vested RSUs at the time of such settlement. Such withholding shall be at rates required by and otherwise in accordance with applicable laws and regulations. Unless Recipient provides otherwise in the Settlement Option Notice, the The Company shall obtain the cash necessary for such withholding by reducing the number of Vested RSUs settled and converting to cash those Vested RSUs which remain unsettled. If the Company’s calculation dollar amount paid upon settlement of the number of Vested RSUs necessary to satisfy the tax withholding obligations results in a fractional number of Vested RSUs, the number of Shares to be issued shall be rounded down to the nearest whole number and the number of Vested RSUs to be used to provide cash for the withholding taxes shall be rounded up to the nearest whole number.

Settlement of Vested RSUs. (i) Any Restricted Stock Units that become Vested RSUs shall be settled as soon as administratively practicable after the date such Restricted Stock Units become Vested RSUs. Subject to the provisions of Sections Section 2(d)(ii) and (iii) below), Restricted Stock Units shall be settled by the Company by delivering a number of shares (“Shares”) of the Company’s common stock, par value $1.00 per share, to the paying Recipient an amount equal to the number of Vested RSUs. The Company may issue RSUs times the Shares either in certificated or uncertificated form registered in the name average closing price of the RecipientCompany’s common stock for the most recent twenty days on which any securities exchange or association upon which the Company’s common stock is listed or quoted is open for trading prior to the date on which the Restricted Stock Units vest. Delivery of the Shares payment may be made to the Recipient in person at the Company’s home office or to the Recipient’s last address reflected in the records of the Company. Neither the Recipient nor any of the Recipient’s successors, heirs, assigns or personal representatives shall have any further rights or interests in the Company’s common stock or any other rights or interests in the Vested RSUs which are settled in accordance with this Section 2(d). Notwithstanding anything herein to the contrary, the Company has no obligation to deliver any Shares make the payment prescribed by this Section 2(d) if counsel to the Company determines that such delivery payment would violate any applicable law or any rule or regulation of any governmental authority or any rule or regulation of, or agreement of the Company with, any securities exchange or association upon which the Company’s common stock is listed or quoted. The Company shall in no event be obligated to take any affirmative action to comply with any such law, rule, regulation or agreement in order to cause the delivery of Sharesmake such payment. (ii) The Company shall, upon request, provide Recipient may elect to have all or a specified portion of the Vested RSUs settled and converted to cash by completing, signing and delivering to the Company with a “Settlement Option Notice,” form, as described herein. A Settlement Option Notice may be used by a Recipient to provide instructions to the Company on settlement of Vested RSUs and any requested tax withholdings therefrom. Unless the Recipient completes, signs and delivers to the Company a Settlement Option Notice in the manner and by the deadline prescribed by the Settlement Option Notice. The Company shall provide Recipient a Settlement Option Notice prior to the settlement of any Vested RSUs. The Settlement Option Notice will provide options for Recipient to elect to receive all or certain portions specified in the Settlement Option Notice of the Vested RSUs in cash. Vested RSUs converted to cash as described in this Section 2(d) will be converted at Fair Market Value, as defined in the Plan, on the date on which the Restricted Stock Units vest. (iii) Unless the Recipient provides otherwise in the Settlement Option Notice, the Company shall withhold all federal taxes, and may withhold any state, local and other taxes, applicable to the vesting and settlement of Vested RSUs at the time of such settlement. Such withholding shall be at rates required by and otherwise in accordance with applicable laws and regulations. Unless Recipient provides otherwise in the Settlement Option Notice, the The Company shall obtain the cash necessary for such withholding by reducing the number of Vested RSUs settled and converting to cash those Vested RSUs which remain unsettled. If the Company’s calculation dollar amount paid upon settlement of the number of Vested RSUs necessary to satisfy the tax withholding obligations results in a fractional number of Vested RSUs, the number of Shares to be issued shall be rounded down to the nearest whole number and the number of Vested RSUs to be used to provide cash for the withholding taxes shall be rounded up to the nearest whole number.

Settlement of Vested RSUs. (i) Any Restricted Stock Units that become Vested RSUs shall be settled as soon as administratively practicable after the date such Restricted Stock Units become Vested RSUs. Subject to the provisions of Sections 2(d)(ii) and (iii) below, Restricted Stock Units shall be settled by the Company by delivering a number of shares (“Shares”) of the Company’s common stock, par value $1.00 per share, to the Recipient equal to the number of Vested RSUs. The Company may issue the Shares either in certificated or uncertificated form registered in the name of the Recipient. Delivery of the Shares may be made to the Recipient in person at the Company’s home office or to the Recipient’s last address reflected in the records of the Company. Neither the Recipient nor any of the Recipient’s successors, heirs, assigns or personal representatives shall have any further rights or interests in the Vested RSUs which are settled in accordance with this Section 2(d). Notwithstanding anything herein to the contrary, the Company has no obligation to deliver any Shares if counsel to the Company determines that such delivery would violate any applicable law or any rule or regulation of any governmental authority or any rule or regulation of, or agreement of the Company with, any securities exchange or association upon which the Company’s common stock is listed or quoted. The Company shall in no event be obligated to take any affirmative action to comply with any such law, rule, regulation or agreement in order to cause the delivery of Shares. (ii) Recipient may elect to have all or a specified portion of the Vested RSUs settled and converted to cash by completing, signing and delivering to the Company a “Settlement Option Notice,” as described herein, in the manner and by the deadline prescribed by the Settlement Option Notice. The Company shall provide Recipient a Settlement Option Notice prior to the settlement of any Vested RSUs. The Settlement Option Notice will provide options for Recipient to elect to receive all or certain portions specified in the Settlement Option Notice of the Vested RSUs in cash. If a properly completed and signed Settlement Option Notice is not delivered to the Company by the deadline specified, the Company will settle all Vested RSUs for shares, except as provided in Section 2(d)(i) above. Vested RSUs converted to cash as described in this Section 2(d) will be converted at the following price: (i) the closing price of the Shares on the date on which the Restricted Stock Units vest, if the Shares are traded on a national exchange on such date; or (ii) otherwise, the Fair Market Value, as defined in the Plan, on the date on which the Restricted Stock Units vest. (iii) Unless the Recipient provides otherwise in the Settlement Option Notice, the Company shall withhold all federal taxesfederal, and may withhold any state, local and other taxes, taxes applicable to the vesting and settlement of Vested RSUs at the time of such settlement. Such withholding shall be at rates required by and otherwise in accordance with applicable laws and regulations. Unless Recipient provides otherwise in the Settlement Option Notice, the Company shall obtain the cash necessary for such withholding by reducing the number of Vested RSUs settled and converting to cash those Vested RSUs which remain unsettled. If the Settlement Option Notice instructs that taxes are not be withheld, such notice must include an explanation satisfactory to the Company, in its sole discretion, as to how the tax and withholding obligations associated with the Vested RSUs have been addressed. If the Company’s calculation of the number of Vested RSUs necessary to satisfy the tax withholding obligations results in a fractional number of Vested RSUs, the number of Shares to be issued shall be rounded down to the nearest whole number and the number of Vested RSUs to be used to provide cash for the withholding taxes shall be rounded up to the nearest whole number.