Common use of Stockholder Rights and Dividend Equivalents Clause in Contracts

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall not have any stockholder rights, including voting, dividend or liquidation rights, with respect to the shares of Common Stock subject to the Award until Participant becomes the record holder of those shares upon their actual issuance following the Corporation's collection of the applicable Withholding Taxes. Notwithstanding the foregoing, should any dividend or other distribution, whether regular or extraordinary and whether payable in cash, securities (other than Common Stock) or other property, be declared and paid on the outstanding Common Stock while one or more Performance Shares remain subject to this Award (i.e., the underlying shares of Common Stock are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a phantom dividend equivalent to the actual dividend or distribution that would have been paid on the maximum number of shares of Common Stock that can qualify as Performance-Qualified Shares under this Award, had that number of shares been issued and outstanding and entitled to that dividend or distribution. As one or more shares of Common Stock subsequently vest hereunder upon the satisfaction of the applicable vesting requirements for those shares, the phantom dividend equivalents credited to those particular shares in the book account shall vest, and those vested dividend equivalents shall be distributed to Participant (in the same form the actual dividend or distribution was paid to the holders of the Common Stock entitled to that dividend or distribution or in such other form as the Administrator deems appropriate under the circumstances) concurrently with the issuance of those vested shares. However, such distribution shall be subject to the Corporation's collection of the Withholding Taxes applicable to that distribution. To the extent any phantom dividend equivalents are to be distributed in shares of Common Stock, the following conversion process will be in effect. For each such dividend or distribution that is to be converted into shares of Common Stock, the aggregate dollar value of the cash, securities or other property that would have been paid as an actual dividend or distribution on the shares of Common Stock subject to this Award had they been actually issued and outstanding shares at the time of such dividend or distribution will be divided by the Fair Market Value per share of Common Stock measured as of the date on which such dividend or distribution was paid on the outstanding Common Stock, with any fractional share of Common Stock rounded down to the next whole share of Common Stock. The Administrator shall have the sole discretion to determine the dollar value of any such dividend or distribution paid other than in the form of cash, and its determination shall be controlling.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall not have any stockholder rights, including voting, voting or dividend or liquidation rights, with respect to the shares of Common Stock Shares subject to the Award until the Participant becomes the record holder of those shares upon Shares following their actual issuance following upon the Corporation's collection of the applicable Withholding Taxes. Notwithstanding the foregoing, should any dividend or other distribution, whether regular or extraordinary and whether payable in cash, securities (other than shares of Common Stock) Stock or other property, be declared and paid on the outstanding Common Stock while one or more Performance Shares remain subject to this Award (i.e., the underlying shares of Common Stock those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for the Participant and credited with a phantom dividend equivalent to the actual dividend or distribution that which would have been paid on the maximum number of shares of Common Stock that can qualify as Performance-Qualified Maximum Shares under this Award, had that number of shares they been issued and outstanding and entitled to that dividend or distribution. As one or more shares of Common Stock the Shares subsequently vest hereunder upon the satisfaction of the applicable vesting requirements for those shareshereunder, the phantom dividend equivalents so credited to those particular shares Shares in the book account shall vest, and those vested dividend equivalents shall be distributed to the Participant (in the same form the actual dividend or distribution was paid to the holders of the Common Stock entitled to that dividend or distribution or in such other form as the Administrator deems appropriate under the circumstancesdistribution) concurrently with the issuance of the vested Shares to which those vested sharesphantom dividend equivalents relate, and in any event within 21/2 months after the last day of any calendar quarter in which any Shares subject to the Award became vested. The phantom dividend equivalents so credited to any Shares that do not vest pursuant to this Agreement shall be forfeited and the Participant shall cease to have any right or entitlement to receive any such phantom dividend equivalents. However, each such distribution shall be subject to the Corporation's collection of the Withholding Taxes applicable to that distribution. To the extent any phantom dividend equivalents are to be distributed in shares of Common Stock, the following conversion process will be in effect. For each such dividend or distribution that is to be converted into shares of Common Stock, the aggregate dollar value of the cash, securities or other property that would have been paid as an actual dividend or distribution on the shares of Common Stock subject to this Award had they been actually issued and outstanding shares at the time of such dividend or distribution will be divided by the Fair Market Value per share of Common Stock measured as of the date on which such dividend or distribution was paid on the outstanding Common Stock, with any fractional share of Common Stock rounded down to the next whole share of Common Stock. The Administrator shall have the sole discretion to determine the dollar value of any such dividend or distribution paid other than in the form of cash, and its determination shall be controlling.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall not have any stockholder rights, including voting, dividend or liquidation rights, with respect to the shares of Common Stock subject to the Award until Participant becomes the record holder of those shares upon their actual issuance following the Corporation's Exhibit 10.51 collection of the applicable Withholding Taxes. Notwithstanding the foregoing, should any dividend or other distribution, whether regular or extraordinary and whether payable in cash, securities (other than Common Stock) or other property, be declared and paid on the outstanding Common Stock while one or more Performance Shares remain subject to this Award (i.e., the underlying shares of Common Stock are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a phantom dividend equivalent to the actual dividend or distribution that would have been paid on the maximum number of shares of Common Stock that can qualify as Performance-Qualified Shares under this Award, had that number of shares been issued and outstanding and entitled to that dividend or distribution. As one or more shares of Common Stock subsequently vest hereunder upon the satisfaction of the applicable vesting requirements for those shares, the phantom dividend equivalents credited to those particular shares in the book account shall vest, and those vested dividend equivalents shall be distributed to Participant (in the same form the actual dividend or distribution was paid to the holders of the Common Stock entitled to that dividend or distribution or in such other form as the Administrator deems appropriate under the circumstances) concurrently with the issuance of those vested shares. However, such distribution shall be subject to the Corporation's collection of the Withholding Taxes applicable to that distribution. To the extent any phantom dividend equivalents are to be distributed in shares of Common Stock, the following conversion process will be in effect. For each such dividend or distribution that is to be converted into shares of Common Stock, the aggregate dollar value of the cash, securities or other property that would have been paid as an actual dividend or distribution on the shares of Common Stock subject to this Award had they been actually issued and outstanding shares at the time of such dividend or distribution will be divided by the Fair Market Value per share of Common Stock measured as of the date on which such dividend or distribution was paid on the outstanding Common Stock, with any fractional share of Common Stock rounded down up to the next whole share of Common Stock. The Administrator shall have the sole discretion to determine the dollar value of any such dividend or distribution paid other than in the form of cash, and its determination shall be controlling.

Stockholder Rights and Dividend Equivalents. (a) The a)The holder of this the Award shall not have any stockholder rights, including voting, dividend or liquidation rights, with respect to the shares of Common Stock Shares subject to the Award until Participant becomes the record holder of those shares Shares upon their actual issuance following the Corporation's ’s collection of the applicable Withholding Taxes. Notwithstanding (b)Notwithstanding the foregoing, should any dividend or other distribution, whether regular or extraordinary and whether payable in cash, securities (other than Common Stock) or other property, be declared and paid on the outstanding Common Stock while one or more Performance Shares remain subject to this the Award (i.e., the underlying shares of Common Stock those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a phantom dividend equivalent to the actual dividend or distribution that which would have been paid on the maximum number of shares of Common Stock that can qualify as Performance-Qualified Shares under this Award, at the time subject to the Award had that number of shares they been issued and outstanding and entitled to that dividend or distribution. As one or more shares of Common Stock the Shares subsequently vest hereunder upon the satisfaction of the applicable vesting requirements for those shareshereunder, the phantom dividend equivalents so credited to those particular shares Shares in the book account shall vest, vest and those vested dividend equivalents shall be distributed to Participant (in the same form the actual dividend or distribution was paid to the holders of the Common Stock entitled to that dividend or distribution or in such other form as the Administrator deems appropriate under the circumstances) concurrently with the issuance of the vested Shares to which those phantom dividend equivalents relate, whether those vested sharesShares are to be issued in accordance with the Issuance Schedule or distribution provisions set forth in this Agreement or the distribution provisions set forth in Participant’s Deferral Election (if any). However, Each such distribution shall be subject to the Corporation's ’s collection of all applicable Withholding Taxes. (c)Should Participant cease Continuous Service without vesting in one or more of the Withholding Taxes Shares subject to the Award (including any Shares which do not otherwise vest at that time after taking into account any applicable to that distribution. To vesting acceleration provisions set forth in Paragraph 5 of this Agreement), then the extent any phantom dividend equivalents are credited to those unvested Shares shall be distributed in shares of Common Stock, the following conversion process will be in effect. For each such dividend or distribution that is to be converted into shares of Common Stock, the aggregate dollar value of the cash, securities or other property that would have been paid as an actual dividend or distribution on the shares of Common Stock subject to this Award had they been actually issued and outstanding shares at the time of such dividend or distribution will be divided by the Fair Market Value per share of Common Stock measured as of the date on which such dividend or distribution was paid on the outstanding Common Stock, with any fractional share of Common Stock rounded down to the next whole share of Common Stock. The Administrator shall have the sole discretion to determine the dollar value of any such dividend or distribution paid other than in the form of cashcancelled, and its determination Participant shall be controllingthereupon cease to have any further right or entitlement to those cancelled amounts. 5.

Stockholder Rights and Dividend Equivalents. (a) The a)The holder of this Award shall not have any stockholder rights, including voting, dividend or liquidation rights, with respect to the shares of Common Stock Shares subject to the Award until Participant becomes the record holder of those shares Shares upon their actual issuance following the Corporation's collection of the applicable Withholding Taxes. Notwithstanding (b)Notwithstanding the foregoing, should any dividend or other distribution, whether regular or extraordinary and whether payable in cash, securities (other than Common Stock) or other property, be declared and paid on the outstanding Common Stock while one or more Performance Shares remain subject to this Award (i.e., the underlying shares of Common Stock those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a phantom dividend equivalent to the actual dividend or distribution that which would have been paid on the maximum number of shares of Common Stock that can qualify as Performance-Qualified Shares under at the time subject to this Award, Award had that number of shares they been issued and outstanding and entitled to that dividend or distribution. As one or more shares of Common Stock the Shares subsequently vest hereunder upon the satisfaction of the applicable vesting requirements for those shareshereunder, the phantom dividend equivalents so credited to those particular shares Shares in the book account shall vest, and those vested dividend equivalents shall be distributed to Participant (in the same form the actual dividend or distribution was paid to the holders of the Common Stock entitled to that dividend or distribution or in such other form as the Administrator deems appropriate under the circumstances) concurrently with the issuance of the vested Shares to which those vested shares. However, such distribution shall be subject to the Corporation's collection of the Withholding Taxes applicable to that distribution. To the extent any phantom dividend equivalents relate, whether those vested Shares are to be distributed issued in shares of Common Stock, accordance with the following conversion process will be in effect. For each such dividend Issuance Schedule or distribution that is to be converted into shares of Common Stock, provisions set forth in this Agreement or the aggregate dollar value distribution provisions set forth in Participant's Deferral Election (if any). (c)Should Participant cease Continuous Service without vesting in one or more of the cash, securities or other property that would have been paid as an actual dividend or distribution on the shares of Common Stock Shares subject to this Award had they been actually issued and outstanding shares (including any Shares which do not otherwise vest at that time after taking into account any applicable vesting acceleration provisions set forth in Paragraph 5 of this Agreement), then the time of such phantom dividend or distribution will equivalents credited to those unvested Shares shall be divided by the Fair Market Value per share of Common Stock measured as of the date on which such dividend or distribution was paid on the outstanding Common Stock, with any fractional share of Common Stock rounded down to the next whole share of Common Stock. The Administrator shall have the sole discretion to determine the dollar value of any such dividend or distribution paid other than in the form of cashcancelled, and its determination Participant shall be controllingthereupon cease to have any further right or entitlement to those cancelled amounts. 5.

Stockholder Rights and Dividend Equivalents. (a) The a)The holder of this Award shall not have any stockholder rights, including voting, voting or dividend or liquidation rights, with respect to the shares of Common Restricted Stock Units subject to the Award until the Participant becomes the record holder of those the underlying shares of Common Stock upon their actual issuance following the Corporation's ’s collection of the applicable Withholding Taxes. Notwithstanding (b)Notwithstanding the foregoing, should any dividend or other distribution, whether regular or extraordinary and whether extraordinary, payable in cash, securities cash or other property (other than shares of Common Stock) or other property, be declared and paid on the outstanding Common Stock while one or more Performance Shares Restricted Stock Units remain subject to this Award (i.e., the underlying shares of Common Stock are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for the Participant and credited with a phantom dividend equivalent to the actual dividend or distribution that which would have been paid on the maximum number of underlying shares of Common Stock that can qualify as Performance-Qualified Shares under at the time subject to this Award, Award had that number of shares they been issued and outstanding and entitled to that dividend or distribution. As one or more shares of Common and to the extent that the Restricted Stock Units subsequently vest hereunder upon the satisfaction of the applicable vesting requirements for those shareshereunder, the phantom dividend equivalents so credited to those particular shares Restricted Stock Units in the book account shall also vest, and those vested dividend equivalents shall be distributed to the Participant (in the same form the actual dividend or distribution was paid to the holders of the Common Stock entitled to that dividend or distribution or in such other form as the Administrator deems appropriate under the circumstancesdistribution) concurrently with the issuance payment of the vested Restricted Stock Units to which those vested sharesphantom dividend equivalents relate. However, each such distribution shall be subject to the Corporation's ’s collection of the Withholding Taxes applicable to that distribution. To the extent In no event shall any such phantom dividend equivalents are vest or become distributable unless the Restricted Stock Units to be distributed which they relate vest in shares accordance with the terms of Common Stock, the following conversion process will be in effectthis Agreement. For each such dividend or distribution that is to be converted into shares of Common Stock, the aggregate dollar value of the cash, securities or other property that would have been paid as an actual dividend or distribution on the shares of Common Stock subject to this Award had they been actually issued and outstanding shares at the time of such dividend or distribution will be divided by the Fair Market Value per share of Common Stock measured as of the date on which such dividend or distribution was paid on the outstanding Common Stock, with any fractional share of Common Stock rounded down to the next whole share of Common Stock. The Administrator shall have the sole discretion to determine the dollar value of any such dividend or distribution paid other than in the form of cash, and its determination shall be controlling5.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall not have any stockholder rights, including voting, dividend or liquidation rights, with respect to the shares of Common Stock subject to the Award until Participant becomes the record holder of those shares upon their actual issuance following the Corporation's Company’s collection of the applicable Withholding Taxes. (b) Notwithstanding the foregoing, should in the event that any dividend or other distribution, whether regular or extraordinary and whether payable in cash, securities (other than Common Stock) or other property, be distribution is declared and paid on the outstanding Common Stock while one or more Performance Shares remain subject to this Award (i.e., the underlying shares of Common Stock are not otherwise issued and outstanding for purposes of entitlement after the Award Date, but prior to the dividend complete settlement, cancellation or distribution)forfeiture of this Award, then a special book account the Participant shall be established for Participant and credited with a entitled to receive, upon settlement of this Award, an amount (the “phantom dividend equivalent amount”) equal to the actual dividend dividends or distribution other distributions that would have been paid or issued on the maximum number of shares of Common Stock that can qualify as Performance-Qualified Shares under actually vested and issuable to Participant pursuant to this Award, had that number of shares been issued and outstanding and entitled to that dividend or distribution. As one or more shares of Common Stock subsequently vest hereunder upon the satisfaction of the applicable vesting requirements for those shares, the The 2 Exhibit 10.39 phantom dividend equivalents credited to those particular shares equivalent amount shall be calculated by the Administrator in the book account shall vestits discretion and need not be adjusted for interest, and those vested earnings or assumed reinvestment. The phantom dividend equivalents equivalent amount shall be distributed to Participant (concurrently with the issuance of the vested shares to which those phantom dividend equivalents relate, and may be paid and distributed in the same form the actual dividend or distribution was paid to the holders of the Common Stock entitled to that dividend or distribution or in such other form as the Administrator deems appropriate under the circumstances) concurrently with the issuance of those vested sharesappropriate. However, Each such distribution of phantom dividend equivalents shall be subject to the Corporation's Company’s collection of the any Withholding Taxes applicable to that distribution. To the extent any phantom dividend equivalents are to be distributed in shares of Common Stock, the following conversion process will be in effect. For each such dividend or distribution that is to be converted into shares of Common Stock, the aggregate dollar value of the cash, securities or other property that would have been paid as an actual dividend or distribution on the shares of Common Stock subject to this Award had they been actually issued and outstanding shares at the time of such dividend or distribution will be divided by the Fair Market Value per share of Common Stock measured as of the date on which such dividend or distribution was paid on the outstanding Common Stock, with any fractional share of Common Stock rounded down to the next whole share of Common Stock. The Administrator shall have the sole discretion to determine the dollar value of any such dividend or distribution paid other than in the form of cash, and its determination shall be controlling. No phantom dividend equivalent amount shall be paid or distributed on shares of Common Stock under this Award that are forfeited or that otherwise are not vested and issued or issuable under this Award. 3.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall not have any stockholder rights, including voting, dividend or liquidation rights, with respect to the shares of Common Stock subject to the Award until Participant becomes the record holder of those shares upon their actual issuance following the Corporation's Company’s collection of the applicable Withholding Taxes. (b) Notwithstanding the foregoing, should in the event that any dividend or other distribution, whether regular or extraordinary and whether payable in cash, securities (other than Common Stock) or other property, be distribution is declared and paid on the outstanding Common Stock while one or more Performance Shares remain subject to this Award (i.e., the underlying shares of Common Stock are not otherwise issued and outstanding for purposes of entitlement after the Award Date, but prior to the dividend complete settlement, cancellation or distribution)forfeiture of this Award, then a special book account the Participant shall be established for Participant and credited with a entitled to receive, upon settlement of this Award, an amount (the “phantom dividend equivalent amount”) equal to the actual dividend dividends or distribution other distributions that would have been paid or issued on the maximum number of 2 Exhibit 10.40 shares of Common Stock that can qualify as Performance-Qualified Shares under actually vested and issuable to Participant pursuant to this Award, had that number of shares been issued and outstanding and entitled to that dividend or distribution. As one or more shares of Common Stock subsequently vest hereunder upon the satisfaction of the applicable vesting requirements for those shares, the The phantom dividend equivalents credited to those particular shares equivalent amount shall be calculated by the Administrator in the book account shall vestits discretion and need not be adjusted for interest, and those vested earnings or assumed reinvestment. The phantom dividend equivalents equivalent amount shall be distributed to Participant (concurrently with the issuance of the vested shares to which those phantom dividend equivalents relate, and may be paid and distributed in the same form the actual dividend or distribution was paid to the holders of the Common Stock entitled to that dividend or distribution or in such other form as the Administrator deems appropriate under the circumstances) concurrently with the issuance of those vested sharesappropriate. However, Each such distribution of phantom dividend equivalents shall be subject to the Corporation's Company’s collection of the any Withholding Taxes applicable to that distribution. To the extent any phantom dividend equivalents are to be distributed in shares of Common Stock, the following conversion process will be in effect. For each such dividend or distribution that is to be converted into shares of Common Stock, the aggregate dollar value of the cash, securities or other property that would have been paid as an actual dividend or distribution on the shares of Common Stock subject to this Award had they been actually issued and outstanding shares at the time of such dividend or distribution will be divided by the Fair Market Value per share of Common Stock measured as of the date on which such dividend or distribution was paid on the outstanding Common Stock, with any fractional share of Common Stock rounded down to the next whole share of Common Stock. The Administrator shall have the sole discretion to determine the dollar value of any such dividend or distribution paid other than in the form of cash, and its determination shall be controlling. No phantom dividend equivalent amount shall be paid or distributed on shares of Common Stock under this Award that are forfeited or that otherwise are not vested and issued or issuable under this Award. 3.

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall not have any stockholder rights, including voting, dividend or liquidation rights, with respect to the shares of Common Stock subject to the Award until Participant becomes the record holder of those shares upon their actual issuance following the Corporation's Company’s collection of the applicable Withholding Taxes. 2 (b) Notwithstanding the foregoing, should in the event that any dividend or other distribution, whether regular or extraordinary and whether payable in cash, securities (other than Common Stock) or other property, be distribution is declared and paid on the outstanding Common Stock while one or more Performance Shares remain subject to this Award (i.e., the underlying shares of Common Stock are not otherwise issued and outstanding for purposes of entitlement after the Award Date, but prior to the dividend complete settlement, cancellation or distribution)forfeiture of this Award, then a special book account the Participant shall be established for Participant and credited with a entitled to receive, upon settlement of this Award, an amount (the “phantom dividend equivalent amount”) equal to the actual dividend dividends or distribution other distributions that would have been paid or issued on the maximum number of shares of Common Stock that can qualify as Performance-Qualified Shares under actually vested and issuable to Participant pursuant to this Award, had that number of shares been issued and outstanding and entitled to that dividend or distribution. As one or more shares of Common Stock subsequently vest hereunder upon the satisfaction of the applicable vesting requirements for those shares, the The phantom dividend equivalents credited to those particular shares equivalent amount shall be calculated by the Administrator in the book account shall vestits discretion and need not be adjusted for interest, and those vested earnings or assumed reinvestment. The phantom dividend equivalents equivalent amount shall be distributed to Participant (concurrently with the issuance of the vested shares to which those phantom dividend equivalents relate, and may be paid and distributed in the same form the actual dividend or distribution was paid to the holders of the Common Stock entitled to that dividend or distribution or in such other form as the Administrator deems appropriate under the circumstances) concurrently with the issuance of those vested sharesappropriate. However, Each such distribution of phantom dividend equivalents shall be subject to the Corporation's Company’s collection of the any Withholding Taxes applicable to that distribution. To the extent any phantom dividend equivalents are to be distributed in shares of Common Stock, the following conversion process will be in effect. For each such dividend or distribution that is to be converted into shares of Common Stock, the aggregate dollar value of the cash, securities or other property that would have been paid as an actual dividend or distribution on the shares of Common Stock subject to this Award had they been actually issued and outstanding shares at the time of such dividend or distribution will be divided by the Fair Market Value per share of Common Stock measured as of the date on which such dividend or distribution was paid on the outstanding Common Stock, with any fractional share of Common Stock rounded down to the next whole share of Common Stock. The Administrator shall have the sole discretion to determine the dollar value of any such dividend or distribution paid other than in the form of cash, and its determination shall be controlling. No phantom dividend equivalent amount shall be paid or distributed on shares of Common Stock under this Award that are forfeited or that otherwise are not vested and issued or issuable under this Award. 4.

Stockholder Rights and Dividend Equivalents. (a) The a)The holder of this Award shall not have any stockholder rights, including voting, dividend or liquidation rights, with respect to the shares of Common Stock Shares subject to the Award until Participant becomes the record holder of those shares Shares upon their actual issuance following the Corporation's collection of the applicable Withholding Taxes. Notwithstanding (b)Notwithstanding the foregoing, should any dividend or other distribution, whether regular or extraordinary and whether payable in cash, securities (other than Common Stock) or other property, be declared and paid on the outstanding Common Stock while one or more Performance Shares remain subject to this Award (i.e., the underlying shares of Common Stock those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a phantom dividend equivalent to the actual dividend or distribution that which would have been paid on the maximum number of shares of Common Stock that can qualify as Performance-Qualified Shares under at the time subject to this Award, Award had that number of shares they been issued and outstanding and entitled to that dividend or distribution. As one or more shares of Common Stock the Shares subsequently vest hereunder upon the satisfaction of the applicable vesting requirements for those shareshereunder, the phantom dividend equivalents so credited to those particular shares Shares in the book account shall vest, vest and those vested dividend equivalents shall be distributed to Participant (in the same form the actual dividend or distribution was paid to the holders of the Common Stock entitled to that dividend or distribution or in such other form as the Administrator deems appropriate under the circumstances) concurrently with the issuance of the vested Shares to which those vested sharesphantom dividend equivalents relate. However, each such distribution shall be subject to the Corporation's collection of the Withholding Taxes applicable to that distribution. To the extent any phantom dividend equivalents are to be distributed (c)Should Participant cease Continuous Service without vesting in shares of Common Stock, the following conversion process will be in effect. For each such dividend one or distribution that is to be converted into shares of Common Stock, the aggregate dollar value more of the cash, securities or other property that would have been paid as an actual dividend or distribution on the shares of Common Stock Shares subject to this Award had they been actually issued and outstanding shares (including any Shares which do not otherwise vest at that time after taking into account any applicable vesting acceleration provisions set forth in Paragraph 5 of this Agreement), then the time of such phantom dividend or distribution will equivalents credited to those unvested Shares shall be divided by the Fair Market Value per share of Common Stock measured as of the date on which such dividend or distribution was paid on the outstanding Common Stock, with any fractional share of Common Stock rounded down to the next whole share of Common Stock. The Administrator shall have the sole discretion to determine the dollar value of any such dividend or distribution paid other than in the form of cashcancelled, and its determination Participant shall be controllingthereupon cease to have any further right or entitlement to those cancelled amounts. 5.