Common use of Special Payment Provisions Clause in Contracts

Special Payment Provisions. Notwithstanding anything in this Agreement to the contrary, if the Employee is subject to US Federal income tax on any part of the payment of the PSUs and this Award is subject to Code section 409A, then the PSUs shall be subject to the following provisions of this Section 8. If the Employee is a “specified employee” within the meaning of Code section 409A, any issuance or payment in respect of the PSUs under Section 7 of this Agreement above that is on account of his separation from service and is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid as soon as reasonably practicable after the first day of the seventh month beginning after the date of the Employee’s separation from service or, if earlier, as soon as reasonably practicable following the Employee’s death. During such delayed distribution period, the Employee shall continue to be credited with cash amounts equal to dividends on Common Stock for the applicable Award pursuant to Section 3 of this Agreement, and such amounts shall accrue without interest and shall be paid in a lump sum at the time specified in the preceding sentence. In the event of a “Change in Control” under section 6(b) of the Plan that is not also a “change in control event” with the meaning of Treas. Reg. §1.409A-3(i)(5)(i), the PSUs shall vest as set forth in section 6(a) of the Plan, but shall not be paid upon such Change in Control or termination of employment as provided by section 6(a) of the Plan, and shall instead be paid at the time the PSUs would otherwise be paid pursuant to this Agreement. References to termination of employment and separation from service shall be interpreted to mean a separation from service, within the meaning of Code section 409A, with the Company and all of its affiliates treated as a single employer under Code section 409A. This Agreement shall be construed in a manner consistent with Code section 409A.

Special Payment Provisions. Notwithstanding anything in this Agreement to the contrary, if the Employee is subject to US Federal income tax on any part of the payment of the PSUs RSUs, and this Award is subject to Code section 409Awill become eligible for Normal Retirement (a) for RSUs with a Vesting Date between January 1 and March 15, before the calendar year preceding the Vesting Date and (b) for RSUs with a Vesting Date after March 15, before the calendar year in which such Vesting Date occurs, then the PSUs RSUs shall be subject to the following provisions of this Section 8. If the Employee is a “specified employee” within the meaning of Code section 409A, any issuance or payment in respect of the PSUs RSUs under Section 7 of this Agreement above that is on account of his separation from service and is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid as soon as reasonably practicable after the first day of the seventh month, or thirteenth month in situations described in Section 2(c) of this Agreement if applicable, beginning after the date of the Employee’s separation from service or, if earlier, as soon as reasonably practicable following the Employee’s death. During such delayed distribution period, the Employee shall continue to be credited with receive cash amounts equal to dividends on Common Stock for the applicable Award pursuant to Section 3 of this Agreement, and such amounts shall accrue without interest and shall be paid in a lump sum at to the time specified in the preceding sentenceEmployee as such dividends are paid. In the event of a “Change in Control” under section 6(b) of the Plan that is not also a “change in control event” with the meaning of Treas. Reg. §1.409A-3(i)(5)(i), the PSUs RSUs shall vest as set forth in section 6(a) of the Plan, but shall not be paid upon such Change in Control or termination of employment as provided by section 6(a) of the Plan, and shall instead be paid at the time the PSUs RSUs would otherwise be paid pursuant to this Agreement. References to termination of employment and separation from service shall be interpreted to mean a separation from service, within the meaning of Code section 409A, with the Company and all of its affiliates treated as a single employer under Code section 409A. This Agreement shall be construed in a manner consistent with Code section 409A.

Special Payment Provisions. Notwithstanding anything in this Agreement to the contrary, if the Employee is subject to US Federal income tax on any part of the payment of the PSUs RSUs and this Award is subject to Code section 409A, then the PSUs RSUs shall be subject to the following provisions of this Section 8. If the Employee is a “specified employee” within the meaning of Code section 409A, any issuance or payment in respect of the PSUs RSUs under Section 7 of this Agreement above that is on account of his separation from service and is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid as soon as reasonably practicable after the first day of the seventh month beginning after the date of the Employee’s separation from service or, if earlier, as soon as reasonably practicable following the Employee’s death. During such delayed distribution period, the Employee shall continue to be credited with receive cash amounts equal to dividends on Common Stock for the applicable Award pursuant to Section 3 of this Agreement, and such amounts shall accrue without interest and shall be paid in a lump sum at to the time specified in the preceding sentenceEmployee as such dividends are paid. In the event of a “Change in Control” under section 6(b) of the Plan that is not also a “change in control event” with the meaning of Treas. Reg. §1.409A-3(i)(5)(i), the PSUs RSUs shall vest as set forth in section 6(a) of the Plan, but shall not be paid upon such Change in Control or termination of employment as provided by section 6(a) of the Plan, and shall instead be paid at the time the PSUs RSUs would otherwise be paid pursuant to this Agreement. References to termination of employment and separation from service shall be interpreted to mean a separation from service, within the meaning of Code section 409A, with the Company and all of its affiliates treated as a single employer under Code section 409A. This Agreement shall be construed in a manner consistent with Code section 409A.

Special Payment Provisions. Notwithstanding This Agreement shall be construed in a manner consistent with section 409A of the Internal Revenue Code and the regulations thereunder (“Code section 409A”). If the Employee will become eligible for Retirement (a) for PSUs with a Vesting Date between January 1 and March 15, before the calendar year preceding the Vesting Date and (b) for PSUs with a Vesting Date after March 15, before the calendar year in which such Vesting Date occurs, then notwithstanding anything in this Agreement to the contrary, if the Employee is subject to US Federal income tax on any part of the payment of the PSUs and this Award is subject to Code section 409A, then the PSUs shall be subject to the following provisions of this Section 8. shall apply: (i) If the Employee is a “specified employee” within the meaning of Code section 409A, any issuance or payment in respect of the PSUs under Section 7 of this Agreement above 8 that is on account of his or her separation from service and is scheduled to shall be paid within delayed until the earlier of six months after following such separation from service shall accrue without interest and shall be paid as soon as reasonably practicable after the first day of the seventh month beginning after the date of the Employee’s separation from service or, if earlier, as soon as reasonably practicable following or the Employee’s death. During such delayed distribution period, the Employee shall continue to be credited with cash amounts equal to dividends on Common Stock for the applicable Award pursuant to Section 3 of this Agreement, and such amounts shall accrue without interest and shall be paid in a lump sum at the time specified in the preceding sentence. . (ii) In the event of a “Change in Control” under section 6(b) of the Plan that is not also a “change in control event” with the meaning of Treas. Reg. §1.409A-3(i)(5)(i), the any PSUs shall vest as set forth in that would otherwise become vested and paid pursuant to section 6(a) of the PlanPlan upon such Change in Control shall become vested, but shall not be paid upon such Change in Control or termination of employment as provided by section 6(a) of the PlanControl, and shall instead be paid at the time the PSUs would otherwise be paid pursuant to this Agreement. References to . (iii) In the event of a sale of a subsidiary that is treated under Section 3 as a termination of the Employee’s employment and separation from service shall be interpreted to mean but that is not a “separation from service, ” within the meaning of Code section 409A, with any PSUs that become vested pursuant to Section 3 shall not be paid upon such accelerated vesting, but shall instead be paid at the Company and all of its affiliates treated as a single employer under Code section 409A. This Agreement shall time the PSUs would otherwise be construed in a manner consistent with Code section 409A.paid pursuant to this Agreement.

Special Payment Provisions. Notwithstanding anything in this Agreement to the contrary, if the Employee is subject to US Federal income tax on any part of the payment of the PSUs Deferred Shares, and this Award is subject to Code section 409Awill become eligible for Normal Retirement (a) for Deferred Shares with a Vesting Date between January 1 and March 15, before the calendar year preceding the Vesting Date and (b) for Deferred Shares with a Vesting Date after March 15, before the calendar year in which such Vesting Date occurs, then the PSUs Deferred Shares shall be subject to the following provisions of this Section 8. If the Employee is a “specified employee” within the meaning of section 409A of the Internal Revenue Code and the regulations thereunder (“Code section 409A”), any issuance or payment in respect of the PSUs Deferred Shares under Section 7 of this Agreement above that is on account of his separation from service and is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid as soon as reasonably practicable after on the first day of the seventh month beginning after the date of the EmployeeParticipant’s separation from service or, if earlier, as soon as reasonably practicable within fifteen days after the appointment of the personal representative or executor of the Participant’s estate following the EmployeeParticipant’s death. During such delayed distribution period, the Employee shall continue to be credited with cash amounts equal to dividends on Common Stock for the applicable Award pursuant to Section 3 of this Agreement, and such amounts shall accrue without interest and shall be paid in a lump sum at the time specified in the preceding sentence. In the event of a “Change in Control” under section 6(b6(c) of the Plan that is not also a “change in control event” with the meaning of Treas. Reg. §1.409A-3(i)(5)(i), the PSUs Deferred Shares shall vest as set forth in section 6(a) of the Plan, but shall not be paid upon such Change in Control or termination of employment as provided by section 6(a) of the Plan, and shall instead be paid at the time the PSUs Deferred Shares would otherwise be paid pursuant to this Agreement. References to termination of employment and separation from service shall be interpreted to mean a separation from service, within the meaning of Code section 409A, with the Company and all of its affiliates treated as a single employer under Code section 409A. This Agreement shall be construed in a manner consistent with Code section 409A.

Special Payment Provisions. Notwithstanding This Agreement shall be construed in a manner consistent with section 409A of the Internal Revenue Code and the regulations thereunder (“Code section 409A”). If the Employee will become eligible for Retirement (a) for RSUs with a Vesting Date between January 1 and March 15, before the calendar year preceding the Vesting Date and (b) for RSUs with a Vesting Date after March 15, before the calendar year in which such Vesting Date occurs, then notwithstanding anything in this Agreement to the contrary, if the Employee is subject to US Federal income tax on any part of the payment of the PSUs and this Award is subject to Code section 409A, then the PSUs shall be subject to the following provisions of this Section 8. shall apply: (i) If the Employee is a “specified employee” within the meaning of Code section 409A, any issuance or payment in respect of the PSUs RSUs under Section 7 of this Agreement above 8 that is on account of his or her separation from service and is scheduled to shall be paid within delayed until the earlier of six months after following such separation from service shall accrue without interest and shall be paid as soon as reasonably practicable after the first day of the seventh month beginning after the date of the Employee’s separation from service or, if earlier, as soon as reasonably practicable following or the Employee’s death. During such delayed distribution period, the Employee shall continue to be credited with cash amounts equal to dividends on Common Stock for the applicable Award pursuant to Section 3 of this Agreement, and such amounts shall accrue without interest and shall be paid in a lump sum at the time specified in the preceding sentence. . (ii) In the event of a “Change in Control” under section 6(b) of the Plan that is not also a “change in control event” with the meaning of Treas. Reg. §1.409A-3(i)(5)(i), the PSUs shall vest as set forth in any RSUs that would otherwise become vested and paid pursuant to section 6(a) of the PlanPlan upon such Change in Control shall become vested, but shall not be paid upon such Change in Control or termination of employment as provided by section 6(a) of the PlanControl, and shall instead be paid at the time the PSUs RSUs would otherwise be paid pursuant to this Agreement. References to . (iii) In the event of a sale of a subsidiary that is treated under Section 3 as a termination of the Employee’s employment and separation from service shall be interpreted to mean but that is not a “separation from service, ” within the meaning of Code section 409A, with any RSUs that become vested pursuant to Section 3 shall not be paid upon such accelerated vesting, but shall instead be paid at the Company and all of its affiliates treated as a single employer under Code section 409A. This Agreement shall time the RSUs would otherwise be construed in a manner consistent with Code section 409A.paid pursuant to this Agreement.

Special Payment Provisions. Notwithstanding anything in this Agreement to the contrary, if the Employee is subject to US Federal income tax on any part of the payment of the PSUs RSUs, and this Award is subject to Code section 409Awill become eligible for Normal Retirement (a) for RSUs with a Vesting Date between January 1 and March 15, before the calendar year preceding the Vesting Date and (b) for RSUs with a Vesting Date after March 15, before the calendar year in which such Vesting Date occurs, then the PSUs RSUs shall be subject to the following provisions of this Section 8. If the Employee is a “specified employee” within the meaning of Code section 409A, any issuance or payment in respect of the PSUs RSUs under Section 7 of this Agreement above that is on account of his separation from service and is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid as soon as reasonably practicable after the first day of the seventh month beginning after the date of the Employee’s separation from service or, if earlier, as soon as reasonably practicable following the Employee’s death. During such delayed distribution period, the Employee shall continue to be credited with receive cash amounts equal to dividends on Common Stock for the applicable Award pursuant to Section 3 of this Agreement3, and such amounts shall accrue without interest and shall be paid in a lump sum at to the time specified in the preceding sentenceEmployee as such dividends are paid. In the event of a “Change in Control” under section 6(b) of the Plan that is not also a “change in control event” with the meaning of Treas. Reg. §1.409A-3(i)(5)(i), the PSUs RSUs shall vest as set forth in section 6(a) of the Plan, but shall not be paid upon such Change in Control or termination of employment as provided by section 6(a) of the Plan, and shall instead be paid at the time the PSUs RSUs would otherwise be paid pursuant to this Agreement. References to termination of employment and separation from service shall be interpreted to mean a separation from service, within the meaning of Code section 409A, with the Company and all of its affiliates treated as a single employer under Code section 409A. This Agreement shall be construed in a manner consistent with Code section 409A.

Special Payment Provisions. Notwithstanding anything in this Agreement to the contrary, if the Employee is subject to US Federal income tax on any part of the payment of the PSUs and this Award is subject to Code section 409A, then the PSUs shall be subject to the following provisions of this Section 8. If the Employee is a “specified employee” within the meaning of Code section 409A, any issuance or payment in respect of the PSUs under Section 7 of this Agreement above that is on account of his separation from service and is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid as soon as reasonably practicable after the first day of the seventh month beginning after the date of the Employee’s separation from service or, if earlier, as soon as reasonably practicable following the Employee’s death. During such delayed distribution period, the Employee shall continue to be credited with cash amounts equal to dividends on Common Stock for the applicable Award pursuant to Section 3 of this Agreement3, and such amounts shall accrue without interest and shall be paid in a lump sum at the time specified in the preceding sentence. In the event of a “Change in Control” under section 6(b) of the Plan that is not also a “change in control event” with the meaning of Treas. Reg. §1.409A-3(i)(5)(i), the PSUs shall vest as set forth in section 6(a) of the Plan, but shall not be paid upon such Change in Control or termination of employment as provided by section 6(a) of the Plan, and shall instead be paid at the time the PSUs would otherwise be paid pursuant to this Agreement. References to termination of employment and separation from service shall be interpreted to mean a separation from service, within the meaning of Code section 409A, with the Company and all of its affiliates treated as a single employer under Code section 409A. This Agreement shall be construed in a manner consistent with Code section 409A.

Special Payment Provisions. Notwithstanding anything in this Agreement to the contrary, if the Employee is subject to US Federal income tax on any part of the payment of the PSUs RSUs and this Award is subject to Code section 409A, 409A then the PSUs RSUs shall be subject to the following provisions of this Section 8. If the Employee is a “specified employee” within the meaning of Code section 409A, any issuance or payment in respect of the PSUs RSUs under Section 7 of this Agreement above that is on account of his separation from service and is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid as soon as reasonably practicable after the first day of the seventh month beginning after the date of the Employee’s separation from service or, if earlier, as soon as reasonably practicable following the Employee’s death. During such delayed distribution period, the Employee shall continue to be credited with receive cash amounts equal to dividends on Common Stock for the applicable Award pursuant to Section 3 of this Agreement, and such amounts shall accrue without interest and shall be paid in a lump sum at to the time specified in the preceding sentenceEmployee as such dividends are paid. In the event of a “Change in Control” under section 6(b) of the Plan that is not also a “change in control event” with the meaning of Treas. Reg. §1.409A-3(i)(5)(i), the PSUs RSUs shall vest as set forth in section 6(a) of the Plan, but shall not be paid upon such Change in Control or termination of employment as provided by section 6(a) of the Plan, and shall instead be paid at the time the PSUs RSUs would otherwise be paid pursuant to this Agreement. References to termination of employment and separation from service shall be interpreted to mean a separation from service, within the meaning of Code section 409A, with the Company and all of its affiliates treated as a single employer under Code section 409A. This Agreement shall be construed in a manner consistent with Code section 409A.

Special Payment Provisions. Notwithstanding anything in this Agreement to the contrary, if the Employee is subject to US Federal income tax on any part of the payment of the PSUs Deferred Shares, and this Award is subject to Code section 409Awill become eligible for Normal Retirement (A) for Deferred Shares with a Vesting Date between January 1 and March 15, before the calendar year preceding the Vesting Date and (B) for Deferred Shares with a Vesting Date after March 15, before the calendar year in which such Vesting Date occurs, then the PSUs Deferred Shares shall be subject to the following provisions of this Section 8. If the Employee is a “specified employee” within the meaning of section 409A of the Internal Revenue Code and the regulations thereunder (“Code section 409A”), any issuance or payment in respect of the PSUs Deferred Shares under Section 7 of this Agreement above that is on account of his separation from service and is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid as soon as reasonably practicable after on the first day of the seventh month beginning after the date of the EmployeeParticipant’s separation from service or, if earlier, as soon as reasonably practicable within fifteen days after the appointment of the personal representative or executor of the Participant’s estate following the EmployeeParticipant’s death. During such delayed distribution period, the Employee shall continue to be credited with cash amounts equal to dividends on Common Stock for the applicable Award pursuant to Section 3 of this Agreement, and such amounts shall accrue without interest and shall be paid in a lump sum at the time specified in the preceding sentence. In the event of a “Change in Control” under section 6(b6(c) of the Plan that is not also a “change in control event” with the meaning of Treas. Reg. §1.409A-3(i)(5)(i), the PSUs Deferred Shares shall vest as set forth in section 6(a) of the Plan, but shall not be paid upon such Change in Control or termination of employment as provided by section 6(a) of the Plan, and shall instead be paid at the time the PSUs Deferred Shares would otherwise be paid pursuant to this Agreement. References to termination of employment and separation from service shall be interpreted to mean a separation from service, within the meaning of Code section 409A, with the Company and all of its affiliates treated as a single employer under Code section 409A. This Agreement shall be construed in a manner consistent with Code section 409A.

Special Payment Provisions. Notwithstanding This Agreement shall be construed in a manner consistent with section 409A of the Internal Revenue Code and the regulations thereunder (“Code section 409A”). If the Employee will become eligible for Retirement (a) for PSUs with a Vesting Date between January 1 and March 15, before the calendar year preceding the Vesting Date and (b) for PSUs with a Vesting Date after March 15, before the calendar year in which such Vesting Date occurs, then notwithstanding anything in this Agreement to the contrary, if the Employee is subject to US Federal income tax on any part of the payment of the PSUs and this Award is subject to Code section 409A, then the PSUs shall be subject to the following provisions of this Section 8. shall apply: (i) If the Employee is a “specified employee” within the meaning of Code section 409A, any issuance or payment in respect of the PSUs under Section 7 of this Agreement above 8 that is on account of his or her separation from service and is scheduled to shall be paid within delayed until the earlier of six months after following such separation from service shall accrue without interest and shall be paid as soon as reasonably practicable after the first day of the seventh month beginning after the date of the Employee’s separation from service or, if earlier, as soon as reasonably practicable following or the Employee’s death. During such delayed distribution period, the Employee shall continue to be credited with cash amounts equal to dividends on Common Stock for the applicable Award pursuant to Section 3 of this Agreement, and such amounts shall accrue without interest and shall be paid in a lump sum at the time specified in the preceding sentence. . (ii) In the event of a “Change in Control” under section 6(b) of the Plan that is not also a “change in control event” with the meaning of Treas. Reg. §1.409A-3(i)(5)(i), the any PSUs shall vest as set forth in that would otherwise become vested and paid pursuant to section 6(a) of the PlanPlan upon such Change in Control shall become vested, but shall not be paid upon such Change in Control or termination of employment as provided by section 6(a) of the PlanControl, and shall instead be paid at the time the PSUs would otherwise be paid pursuant to this Agreement. References to . (iii) This clause (iii) applies in the event of a sale of a subsidiary that is treated as a termination of the Employee’s employment and separation from service shall be interpreted to mean under Section 3, but that does not result in a “separation from service, ” within the meaning of Code section 409A409A. In such event, with any PSUs that become vested pursuant to Section 3 upon such sale shall not be paid upon the Company accelerated vesting date, but shall instead be paid upon the earlier of (A) the normal vesting date under Section 2 or (B) the Employee’s termination of employment from the sold subsidiary and all its affiliates, including by reason of its affiliates treated as a single employer under Code section 409A. This Agreement shall be construed in a manner consistent with Code section 409A.death or Disability.

Special Payment Provisions. Notwithstanding anything in this Agreement to the contrary, if the Employee is subject to US Federal income tax on any part of the payment of the PSUs Deferred Shares, and this Award is subject to Code section 409Awill become eligible for Normal Retirement (a) for Deferred Shares with a Vesting Date between January 1 and March 15, before the calendar year preceding the Vesting Date and (b) for Deferred Shares with a Vesting Date after March 15, before the calendar year in which such Vesting Date occurs, then the PSUs Deferred Shares shall be subject to the following provisions of this Section 8. If the Employee is a “specified employee” within the meaning of section 409A of the Internal Revenue Code and the regulations thereunder (“Code section 409A”), any issuance or payment in respect of the PSUs Deferred Shares under Section 7 of this Agreement above that is on account of his separation from service and is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid as soon as reasonably practicable after on the first day of the seventh month beginning after the date of the EmployeeParticipant’s separation from service or, if earlier, as soon as reasonably practicable within fifteen days after the appointment of the personal representative or executor of the Participant’s estate following the EmployeeParticipant’s death. During such delayed distribution period, the Employee shall continue to be credited with cash amounts equal to dividends on Common Stock for the applicable Award pursuant to Section 3 of this Agreement, and such amounts shall accrue without interest and shall be paid in a lump sum at the time specified in the preceding sentence. In the event of a “Change in Control” under section 6(b6(c) of the Plan that is not also a “change in control event” with the meaning of Treas. Reg. §1.409A-3(i)(5)(i1.409A- 3(i)(5)(i), the PSUs Deferred Shares shall vest as set forth in section 6(a) of the Plan, but shall not be paid upon such Change in Control or termination of employment as provided by section 6(a) of the Plan, and shall instead be paid at the time the PSUs Deferred Shares would otherwise be paid pursuant to this Agreement. References to termination of employment and separation from service shall be interpreted to mean a separation from service, within the meaning of Code section 409A, with the Company and all of its affiliates treated as a single employer under Code section 409A. This Agreement shall be construed in a manner consistent with Code section 409A.

Special Payment Provisions. Notwithstanding This Agreement shall be construed in a manner consistent with section 409A of the Internal Revenue Code and the regulations thereunder (“Code section 409A”). If the Employee will become eligible for Retirement (a) for RSUs with a Vesting Date between January 1 and March 15, before the calendar year preceding the Vesting Date and (b) for RSUs with a Vesting Date after March 15, before the calendar year in which such Vesting Date occurs, then notwithstanding anything in this Agreement to the contrary, if the Employee is subject to US Federal income tax on any part of the payment of the PSUs and this Award is subject to Code section 409A, then the PSUs shall be subject to the following provisions of this Section 8. shall apply: (i) If the Employee is a “specified employee” within the meaning of Code section 409A, any issuance or payment in respect of the PSUs RSUs under Section 7 of this Agreement above 8 that is on account of his or her separation from service and is scheduled to shall be paid within delayed until the earlier of six months after following such separation from service shall accrue without interest and shall be paid as soon as reasonably practicable after the first day of the seventh month beginning after the date of the Employee’s separation from service or, if earlier, as soon as reasonably practicable following or the Employee’s death. During such delayed distribution period, the Employee shall continue to be credited with cash amounts equal to dividends on Common Stock for the applicable Award pursuant to Section 3 of this Agreement, and such amounts shall accrue without interest and shall be paid in a lump sum at the time specified in the preceding sentence. . (ii) In the event of a “Change in Control” under section 6(b) of the Plan that is not also a “change in control event” with the meaning of Treas. Reg. §1.409A-3(i)(5)(i), the PSUs shall vest as set forth in any RSUs that would otherwise become vested and paid pursuant to section 6(a) of the PlanPlan upon such Change in Control shall become vested, but shall not be paid upon such Change in Control or termination of employment as provided by section 6(a) of the PlanControl, and shall instead be paid at the time the PSUs RSUs would otherwise be paid pursuant to this Agreement. References to . (iii) This clause (iii) applies in the event of a sale of a subsidiary that is treated as a termination of the Employee’s employment and separation from service shall be interpreted to mean under Section 3, but that does not result in a “separation from service, ” within the meaning of Code section 409A409A. In such event, with any RSUs that become vested pursuant to Section 3 upon such sale shall not be paid upon the Company accelerated vesting date, but shall instead be paid upon the earlier of (A) the normal vesting date under Section 2 or (B) the Employee’s termination of employment from the sold subsidiary and all its affiliates, including by reason of its affiliates treated as a single employer under Code section 409A. This Agreement shall be construed in a manner consistent with Code section 409A.death or Disability.

Special Payment Provisions. Notwithstanding anything in this Agreement to the contrary, if the Employee is subject to US Federal income tax on any part of the payment of the PSUs Deferred Shares, and this Award is subject to Code section 409Awill become eligible for Normal Retirement (A) for Deferred Shares with a Vesting Date between January 1 and March 15, before the calendar year preceding the Vesting Date and (B) for Deferred Shares with a Vesting Date after March 15, before the calendar year in which such Vesting Date occurs, then the PSUs Deferred Shares shall be subject to the following provisions of this Section 8. If the Employee is a “specified employee” within the meaning of section 409A of the Internal Revenue Code and the regulations thereunder (“Code section 409A”), any issuance or payment in respect of the PSUs Deferred Shares under Section 7 of this Agreement above that is on account of his separation from service and is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid as soon as reasonably practicable after on the first day of the seventh month beginning after the date of the EmployeeParticipant’s separation from service or, if earlier, as soon as reasonably practicable within fifteen days after the appointment of the personal representative or executor of the Participant’s estate following the EmployeeParticipant’s death. During such delayed distribution period, the Employee shall continue to be credited with cash amounts equal to dividends on Common Stock for the applicable Award pursuant to Section 3 of this Agreement, and such amounts shall accrue without interest and shall be paid in a lump sum at the time specified in the preceding sentence. In the event of a “Change in Control” under section 6(b6(c) of the Plan that is not also a “change in control event” with the meaning of Treas. Reg. §1.409A-3(i)(5)(i), the PSUs Deferred Shares shall vest as set forth in section 6(a) of the Plan, but shall not be paid upon such Change in Control or termination of employment as provided by section 6(a) of the Plan, and shall instead be paid at the time the PSUs Deferred Shares would otherwise be paid pursuant to this Agreement. References to termination of employment and separation from service shall be interpreted to mean a separation from service, within the meaning of Code section 409A, with the Company and all of its affiliates treated as a single employer under Code section 409A. This Agreement shall be construed in a manner consistent with Code section 409A.

Special Payment Provisions. Notwithstanding anything in this Agreement to the contrary, if the Employee is subject to US Federal income tax on any part of the payment of the PSUs Deferred Shares, and this Award is subject to Code section 409Awill become eligible for Normal Retirement (A) for Deferred Shares with a Vesting Date between January 1 and March 15, before the calendar year preceding the Vesting Date and (B) for Deferred Shares with a Vesting Date after March 15, before the calendar year in which such Vesting Date occurs, then the PSUs Deferred Shares shall be subject to the following provisions of this Section 8. If the Employee is a “specified employee” within the meaning of section 409A of the Internal Revenue Code and the regulations thereunder (“Code section 409A”), any issuance or payment in respect of the PSUs Deferred Shares under Section 7 of this Agreement above that is on account of his separation from service and is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid as soon as reasonably practicable after on the first day of the seventh month beginning after the date of the EmployeeParticipant’s separation from service or, if earlier, as soon as reasonably practicable within fifteen days after the appointment of the personal representative or executor of the Participant’s estate following the EmployeeParticipant’s death. During such delayed distribution period, the Employee shall continue to be credited with cash amounts equal to dividends on Common Stock for the applicable Award pursuant to Section 3 of this Agreement, and such amounts shall accrue without interest and shall be paid in a lump sum at the time specified in the preceding sentence. In the event of a “Change in Control” under section 6(b6(c) of the Plan that is not also a “change in control event” with the meaning of Treas. Reg. §1.409A-3(i)(5)(i), the PSUs Deferred Shares shall vest as set forth in section 6(a) of the Plan, but shall not be paid upon such Change in Control or termination of employment as provided by section 6(a) of the Plan, and shall instead be paid at the time the PSUs Deferred Shares would otherwise be paid pursuant to this Agreement. References to termination of employment and employment, separation from service shall be interpreted to mean a separation from service, within the meaning of Code section 409A, with the Company and all of its affiliates treated as a single employer under Code section 409A. This Agreement shall be construed in a manner consistent with Code section 409A.

Special Payment Provisions. Notwithstanding anything any provision in this Agreement letter agreement to the contrary, if the Employee following special provisions shall govern the payment date of your Severance Payment in the event that payment is subject deemed to US Federal income tax on any part constitute an item of deferred compensation under Section 409A of the payment Code: (i) The Severance Payment will not be made at any time prior to the date of your Separation from Service or (in the event of a unilateral termination of your employment during the Pre-Closing Period) the effective date of the PSUs and this Award Change in Control. (ii) If the payment date for your Severance Payment is subject tied to Code section 409Ayour Separation from Service, then in no event will the PSUs shall Severance Payment be subject made prior to the following provisions earlier of this Section 8. If (i) the Employee is a “specified employee” within the meaning of Code section 409A, any issuance or payment in respect first day of the PSUs under Section 7 seven (7)-month period measured from the date of this Agreement above that is on account your Separation from Service or (ii) the date of his separation your death, if you are deemed at the time of such Separation from service and is scheduled Service to be paid within six months after a Specified Employee and such separation from service shall accrue without interest and shall delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). Upon the expiration of the applicable deferral period, the Severance Payment will be paid as soon as reasonably practicable after made in a lump sum on the first day of the seventh (7th) month beginning after the date of the Employee’s separation your Separation from service orService, or if earlier, as soon as reasonably practicable the first day of the month immediately following the Employee’s date the Company receives proof of your death. During such delayed distribution period. (iii) Should your Severance Payment be deferred pursuant to the foregoing provisions of this Paragraph 1, the Employee then you shall continue be entitled to be credited with cash amounts equal to dividends interest on Common Stock your deferred Severance Payment for the applicable Award pursuant period that payment is delayed by reason of subparagraph (ii) above, , with such interest to Section 3 of this Agreement, accrue at the prime rate in effect from time to time during that period and such amounts shall accrue without interest and shall to be paid in a lump sum at upon the time specified in the preceding sentence. In the event of a “Change in Control” under section 6(b) expiration of the Plan that is not also a “change in control event” with the meaning of Treas. Reg. §1.409A-3(i)(5)(i), the PSUs shall vest as set forth in section 6(a) of the Plan, but shall not be paid upon such Change in Control or termination of employment as provided by section 6(a) of the Plan, and shall instead be paid at the time the PSUs would otherwise be paid pursuant to this Agreement. References to termination of employment and separation from service shall be interpreted to mean a separation from service, within the meaning of Code section 409A, with the Company and all of its affiliates treated as a single employer under Code section 409A. This Agreement shall be construed in a manner consistent with Code section 409A.deferral period.