Common use of Timing and Manner of Payment after Vesting of RSUs Clause in Contracts

Timing and Manner of Payment after Vesting of RSUs. (i) No later than two and one-half (21⁄2) months following the end of the Performance Period, the Committee shall determine the actual level of attainment of the Performance Goals for the Performance Period. On the basis of the Committee’s determination, the Committee will determine the number of Performance RSUs eligible to vest as calculated in accordance with the percentile matrix set forth in Schedule A, subject to the Committee’s Negative Discretion and rounded down to the nearest whole share. The number of Performance RSUs determined by the Committee to vest through such process shall constitute the number of Performance RSUs in which the Grantee shall vest under this Award. (ii) With regard to Performance RSUs subject to this Award, the “Vesting Date” shall be the date that the Committee determines the vesting of Performance RSUs in accordance with this Section 2(c). With regard to Time-Vesting RSUs subject to this Award, the “Vesting Date” shall be the applicable date set forth for such Time-Vesting RSUs on the first page of this Agreement. (iii) Within thirty (30) days following each Vesting Date of a Time-Vesting RSU pursuant to this Section 2(c) and within two and one-half (21⁄2) months following the end of the Performance Period with regard to vested Performance RSUs, the Company shall deliver to the account of the Grantee a number of shares of Stock (either by delivering one or more certificates for such shares or by entering such shares in book entry form, as determined by the Company in its discretion) equal to the number of RSUs subject to this Award that vest on the applicable Vesting Date, less withholding pursuant to Section 7(e) of the Plan, unless such RSUs terminated or are forfeited prior to the applicable Vesting Date pursuant to this Agreement or the Plan or unless the Company has elected in its discretion to settle such vested RSUs in cash in lieu of Stock. The Company’s obligation to deliver shares of Stock or otherwise make payment with respect to vested RSUs is subject to the condition precedent that the Grantee or other person entitled under the Plan to receive any shares of Stock with respect to the vested RSUs deliver to the Company any representations or other documents or assurances required pursuant to Section 7(j) of the Plan. Neither the Grantee nor any of the Grantee’s successors, heirs, assigns or personal representatives shall have any further rights or interests with respect to any RSUs that are paid or that terminate pursuant to this Agreement or the Plan. Notwithstanding anything herein to the contrary, the Company shall have no obligation to issue shares of Stock in payment of the RSUs unless such issuance and such payment shall comply with all relevant provisions of law and the requirements of any applicable stock exchange. (iv) Except as otherwise provided in Section 3 of this Agreement, the vesting schedules in this Agreement require continued employment or service with the Company or one of its Subsidiaries through the applicable Vesting Date as a condition to the vesting of the applicable portion of this Award and the rights and benefits under this Agreement. Except as otherwise provided in Section 3 of this Agreement, employment or service for only a portion of the vesting period, even if a substantial portion, will not entitle the Grantee to any proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a termination of employment or services as provided in this Agreement or under the Plan. (v) Notwithstanding anything to the contrary in this Agreement, the Company reserves the right, at its sole discretion, to settle any vested RSU by cash payment in lieu of Stock. If the Company elects to settle any RSU in cash, the amount of cash to be paid by the Company in settlement shall be determined by multiplying (a) the number of vested RSUs to be settled in cash by (b) the Fair Market Value of a share of Stock as of the applicable Vesting Date, less any withholding pursuant to Section 7(e) of the Plan.

Timing and Manner of Payment after Vesting of RSUs. (i) No Following the end of the Performance Period (but in no event later than two and one-half (21⁄22 1⁄2) months following the end of the Performance Period), the Committee shall determine the actual level of attainment of the Performance Goals Goal for the Performance Period. On the basis of the Committee’s determination, the Committee will determine the number of Performance RSUs eligible to vest as calculated in accordance with the percentile matrix set forth in Schedule A, subject to the Committee’s Negative Discretion and rounded down to the nearest whole shareDiscretion. The number of Performance RSUs determined by the Committee to vest through such process shall constitute the number of Performance RSUs in which the Grantee shall vest under this Award. (ii) With regard to Performance RSUs subject to this Award, the “Vesting Date” for such Performance RSUs shall be the date that the Committee determines the vesting of Performance RSUs in accordance with this Section 2(c). With regard to Time-Vesting RSUs subject to this Award, the “Vesting Date” shall be the applicable date set forth above for such Time-Time Vesting RSUs on the first page of this AgreementRSUs. (iii) Within thirty (30) days following each Vesting Date of a Time-Vesting RSU pursuant to this Section 2(c) and within two and one-half (21⁄22 1⁄2) months following the end of the Performance Period with regard to vested Performance RSUs, the Company shall deliver to the account of the Grantee a number of shares of Stock (either by delivering one or more certificates for such shares or by entering such shares in book entry form, as determined by the Company in its discretion) equal to the number of RSUs subject to this Award that vest on the applicable Vesting Date, less withholding pursuant to Section 7(e) of the Plan, unless such RSUs terminated or are forfeited prior to the applicable Vesting Date pursuant to this Agreement or the Plan or unless the Company has elected in its discretion to settle such vested RSUs in cash in lieu of Stock. The Company’s obligation to deliver shares of Stock or otherwise make payment with respect to vested RSUs is subject to the condition precedent that the Grantee or other person entitled under the Plan to receive any shares of Stock with respect to the vested RSUs deliver to the Company any representations or other documents or assurances required pursuant to Section 7(j) of the Plan. Neither the Grantee nor any of the Grantee’s successors, heirs, assigns or personal representatives shall have any further rights or interests with respect to any RSUs that are paid or that terminate pursuant to this Agreement or the Plan. Notwithstanding anything herein to the contrary, the Company shall have no obligation to issue shares of Stock in payment of the RSUs unless such issuance and such payment shall comply with all relevant provisions of law and the requirements of any applicable stock exchange. (iv) Except as otherwise provided in Section 3 of this Agreement, the vesting schedules in this Agreement require continued employment or service with the Company or one of its Subsidiaries through the applicable Vesting Date as a condition to the vesting of the applicable portion of this Award and the rights and benefits under this Agreement. Except as otherwise provided in Section 3 of this Agreement, employment or service for only a portion of the vesting period, even if a substantial portion, will not entitle the Grantee to any proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a termination of employment or services as provided in this Agreement or under the Plan. (v) Notwithstanding anything to the contrary in this Agreement, the Company reserves the right, at its sole discretion, to settle any vested RSU by cash payment in lieu of Stock. If the Company elects to settle any RSU in cash, the amount of cash to be paid by the Company in settlement shall be determined by multiplying (a) the number of vested RSUs to be settled in cash cash, less any withholding pursuant to Section 7(e) of the Plan, by (b) the Fair Market Value of a share of Stock as of the applicable Vesting Date, less any withholding pursuant to Section 7(e) of the Plan.

Timing and Manner of Payment after Vesting of RSUs. (i) No later than two and one-half (21⁄22 1⁄2) months following the end of the Performance Period, the Committee shall determine the actual level of attainment of the Performance Goals Goal for the Performance Period. On the basis of the Committee’s determination, the Committee will determine the number of Performance RSUs eligible to vest as calculated in accordance with the percentile matrix set forth in Schedule A, subject to the Committee’s Negative Discretion and rounded down to the nearest whole share. The number of Performance RSUs determined by the Committee to be eligible to vest through such process shall constitute the number of Performance RSUs in which the Grantee shall vest under this Award. (ii) With regard to Performance RSUs subject to this Award, the “Vesting Date” shall be the date that the Committee determines the vesting of Performance RSUs in accordance with this Section 2(c). With regard to Time-Vesting RSUs subject to this Award, the “Vesting Date” shall be the applicable date set forth for such Time-Vesting RSUs on the first page of this Agreement. (iii) Within thirty (30) days following each Vesting Date of a Time-Vesting RSU pursuant to this Section 2(c) and within two and one-half (21⁄22 1⁄2) months following the end of the Performance Period with regard to vested Performance RSUs, the Company shall deliver to the account of the Grantee a number of shares of Stock (either by delivering one or more certificates for such shares or by entering such shares in book entry form, as determined by the Company in its discretion) equal to the number of RSUs subject to this Award that vest on the applicable Vesting Date, less withholding pursuant to Section 7(e) of the Plan, unless such RSUs terminated or are forfeited prior to the applicable Vesting Date pursuant to this Agreement or the Plan or unless the Company has elected in its discretion to settle such vested RSUs in cash in lieu of Stock. The Company’s obligation to deliver shares of Stock or otherwise make payment with respect to vested RSUs is subject to the condition precedent that the Grantee or other person entitled under the Plan to receive any shares of Stock with respect to the vested RSUs deliver to the Company any representations or other documents or assurances required pursuant to Section 7(j) of the Plan. Neither the Grantee nor any of the Grantee’s successors, heirs, assigns or personal representatives shall have any further rights or interests with respect to any RSUs that are paid or that terminate pursuant to this Agreement or the Plan. Notwithstanding anything herein to the contrary, the Company shall have no obligation to issue shares of Stock in payment of the RSUs unless such issuance and such payment shall comply with all relevant provisions of law and the requirements of any applicable stock exchange. (iv) Except as otherwise provided in Section 3 of this Agreement, the vesting schedules in this Agreement require continued employment or service with the Company or one of its Subsidiaries through the applicable Vesting Date as a condition to the vesting of the applicable portion of this Award and the rights and benefits under this Agreement. Except as otherwise provided in Section 3 of this Agreement, employment or service for only a portion of the vesting period, even if a substantial portion, will not entitle the Grantee to any proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a termination of employment or services as provided in this Agreement or under the Plan. (v) Notwithstanding anything to the contrary in this Agreement, the Company reserves the right, at its sole discretion, to settle any vested RSU by cash payment in lieu of Stock. If the Company elects to settle any RSU in cash, the amount of cash to be paid by the Company in settlement shall be determined by multiplying (a) the number of vested RSUs to be settled in cash by (b) the Fair Market Value of a share of Stock as of the applicable Vesting Date, less any withholding pursuant to Section 7(e) of the Plan.lieu