Common use of Timing and Manner of Payment of Stock Units Clause in Contracts

Timing and Manner of Payment of Stock Units. Each Stock Unit that becomes vested pursuant to the terms hereof (the date of such vesting, the “Vesting Date” of such Stock Unit) will be paid on or as soon as practicable after the Vesting Date (and in all events within two and one-half months following the Vesting Date). In payment of the Stock Units, the Corporation shall deliver to the Grantee a number of the Corporation’s common shares (“Common Shares”) (either by delivering one or more certificates for such shares or by entering such shares in book entry form, as determined by the Corporation in its discretion, and, if the Grantee is a resident of Canada, such shares to be issued from treasury if and to the extent required by applicable law) equal to the number of Stock Units subject to this Award that vest on the applicable Vesting Date, unless such Stock Units terminate prior to the given Vesting Date pursuant to Section 6. The Award and the Corporation’s obligation to deliver Common Shares or otherwise make payment with respect to vested Stock Units is subject to (a) compliance with all applicable federal, provincial, state, local and foreign laws, rules and regulations (including but not limited to provincial, state and federal securities law and federal margin requirements) and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Corporation, be necessary or advisable in connection therewith and (b) the condition precedent that the Grantee or other person entitled to receive any shares hereunder with respect to the vested Stock Units deliver to the Corporation such assurances and representations as the Administrator may deem necessary or desirable to assure compliance with all applicable legal and accounting requirements. The Grantee shall have no further rights with respect to any Stock Units that are paid or that terminate pursuant to Section 6.

Timing and Manner of Payment of Stock Units. Each Stock Unit that becomes vested pursuant to the terms hereof (the date of such vesting, the “Vesting Date” of such Stock Unit) will be paid on On or as soon as practicable administratively practical following the Vesting Date as provided in Appendix A (or other applicable date determined pursuant to Paragraph 2 hereof), and in all events not later than 74 days after the Vesting Date (and or such other period as may be provided for in all events within two and one-half months following the Vesting DateParagraph 2). In payment of the Stock Units, the Corporation shall deliver to the Grantee Participant a number of the Corporation’s common shares cash payment (“Common Shares”) (either by delivering one or more certificates subject to any withholding for such shares or by entering such shares in book entry form, as determined by the Corporation in its discretion, and, if the Grantee is a resident of Canada, such shares taxes pursuant to be issued from treasury if and to the extent required by applicable law) Paragraph 8) equal to the number of Stock Units subject to this Award that vest vested on the Vesting Date multiplied by the Payment Value. The “Payment Value” as of the Vesting Date is the sum of: (a) the closing price (in regular trading) for a share of Common Stock on the principal stock exchange on which the Common Stock is then listed or admitted to trade (the “Exchange”) on the Vesting Date or, if no sales of Common Stock were reported on the Exchange on that date, the closing price (in regular trading) for a share of Common Stock on the Exchange for the next preceding day on which sales of Common Stock were reported on the Exchange, plus (b) the amount of regular cash dividends paid by the Corporation on a share of Common Stock as to which the applicable ex-dividend date(s) are after the Award Date and on or before the Vesting Date; provided, however, that if the Corporation’s Common Stock is not listed or admitted to trade on any national securities exchange on the Vesting Date, unless such Stock Units terminate the Payment Value with respect to the Vesting Date shall be either (i) if a 409A Change of Control has occurred on or prior to the given Vesting Date pursuant to Section 6. The Award and the Corporation’s obligation Common Stock has ceased to deliver Common Shares be so listed or otherwise make payment with respect admitted to vested Stock Units is subject to (a) compliance with all applicable federal, provincial, state, local and foreign laws, rules and regulations (including but not limited to provincial, state and federal securities law and federal margin requirements) and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Corporation, be necessary or advisable trade in connection therewith and (b) with such 409A Change of Control, the condition precedent that amount of the Grantee or other person entitled to receive any shares hereunder with respect to cash consideration paid for a share of Corporation Common Stock in such transaction plus the vested Stock Units deliver to amount of regular cash dividends paid by the Corporation on a share of Common Stock as to which the applicable ex-dividend date(s) are after the Award Date and before the date of such assurances and representations 409A Change of Control, or (ii) if clause (i) is not applicable, such other amount as the Administrator may deem necessary or desirable determines, in its sole and absolute discretion, to assure compliance be fair and reasonable and consistent with all applicable legal and accounting requirementsthe purposes of the Award. The Grantee Participant shall have no further rights with respect to any Stock Units that are paid or that terminate pursuant to Appendix A, Paragraph 2 or Paragraph 4. If the Participant is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of the Participant’s separation from service with the Corporation, and payment pursuant to the preceding paragraph is to be made in connection with such separation from services, the Participant shall not be entitled to any payment or benefit pursuant to the preceding paragraph until the earlier of (i) the date which is six (6) months after the Participant’s separation from service for any reason other than death, or (ii) the date of the Participant’s death. The provisions of this paragraph shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Code Section 409A. Any amounts otherwise payable to the Participant upon or in the six (6) month period following the Participant’s separation from service that are not so paid by reason of this paragraph shall be paid as soon as practicable (and in all events within thirty (30) days) after the date that is six (6) months after the Participant’s separation from service (or, if earlier, as soon as practicable, and in all events within thirty (30) days, after the date of the Participant’s death). If, in connection with the Participant’s separation from service, the Participant is required to provide the Corporation with a release of claims and the maximum period in which the Participant has to consider, execute, and revoke such release of claims spans two calendar years, any payment of the Stock Units vesting in connection with such separation from service shall be made in the second of such two calendar years. The timing of payment of any Stock Units may not be changed by the Corporation (including pursuant to any provision of the Plan), except as would satisfy Treasury Regulation Section 1.409A-3(j)(4).

Timing and Manner of Payment of Stock Units. Each Stock Unit that becomes vested pursuant to the terms hereof (the date of such vesting, the “Vesting Date” of such Stock Unit) will be paid on On or as soon as practicable after the administratively practical following each Vesting Date as provided in Paragraph 2 hereof (and in all events within two and one-half months following not later than 60 days after the Vesting Date). In payment of the Stock Units, the Corporation shall deliver to the Grantee Participant a number of the Corporation’s common shares (“Common Shares”) Shares (either by delivering one or more certificates for such shares Shares or by entering such shares Shares in book entry form, as determined by the Corporation in its discretion, and, if the Grantee is a resident of Canada, such shares ) (subject to be issued from treasury if and any withholding for taxes pursuant to the extent required by applicable law) Paragraph 8) equal to the number of Stock Units subject that vested on such Vesting Date; provided, however, that if the Corporation’s Common Stock is not listed or admitted to this Award that vest trade on the applicable any national securities exchange on such Vesting Date, unless such Stock Units terminate the Corporation shall deliver (i) if a 409A Change of Control has occurred on or prior to the given Vesting Date pursuant to Section 6. The Award and the Corporation’s obligation Common Stock has ceased to deliver Common Shares be so listed or otherwise make payment admitted to trade in connection with respect to vested Stock Units is subject such 409A Change of Control, an amount equal to (a) compliance with all applicable federal, provincial, state, local and foreign laws, rules and regulations (including but not limited to provincial, state and federal securities law and federal margin requirements) and to the number of Stock Units vesting on such approvals date multiplied by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Corporation, be necessary or advisable in connection therewith and (b) the condition precedent that amount of the Grantee cash consideration paid for a share of Corporation Common Stock in such transaction, or (ii) if clause (i) is not applicable, such other person entitled to receive any shares hereunder with respect to the vested Stock Units deliver to the Corporation such assurances and representations amount as the Administrator may deem necessary or desirable determines, in its sole and absolute discretion, to assure compliance be fair and reasonable and consistent with all applicable legal and accounting requirementsthe purposes of the Award. The Grantee Participant shall have no further rights with respect to any Stock Units that are paid or that terminate pursuant to Paragraph 2 or Paragraph 4. If the Participant is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of the Participant’s separation from service with the Corporation, and payment pursuant to the preceding paragraph is to be made in connection with such separation from services, the Participant shall not be entitled to any payment or benefit pursuant to the preceding paragraph until the earlier of (i) the date which is six (6) months after the Participant’s separation from service for any reason other than death, or (ii) the date of the Participant’s death. The provisions of this paragraph shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Code Section 409A. Any amounts otherwise payable to the Participant upon or in the six (6) month period following the Participant’s separation from service that are not so paid by reason of this paragraph shall be paid as soon as practicable (and in all events within thirty (30) days) after the date that is six (6) months after the Participant’s separation from service (or, if earlier, as soon as practicable, and in all events within thirty (30) days, after the date of the Participant’s death). If, in connection with the Participant’s separation from service, the Participant is required to provide the Corporation with a release of claims and the maximum period in which the Participant has to consider, execute, and revoke such release of claims spans two calendar years, any payment of the Stock Units vesting in connection with such separation from service shall be made in the second of such two calendar years. The timing of payment of any Stock Units may not be changed by the Corporation (including pursuant to any provision of the Plan), except as would satisfy Treasury Regulation Section 1.409A-3(j)(4).

Timing and Manner of Payment of Stock Units. Each Stock Unit that becomes vested On or as soon as administratively practical following each vesting of the applicable portion of the total Award pursuant to the terms hereof (the date of such vesting, the “Vesting Date” of such Stock Unit) will be paid on or as soon as practicable after the Vesting Date (and in all events within two and one-half months following the Vesting Datesixty (60) days after such vesting event). In payment of the Stock Units, the Corporation shall deliver to the Grantee Participant a number of the Corporation’s common shares (“of Common Shares”) Stock (either by delivering one or more certificates for such shares or by entering such shares in book entry form, as determined by the Corporation in its discretion, and, if the Grantee is a resident of Canada, such shares to be issued from treasury if and to the extent required by applicable law) equal to the number of Stock Units subject to this Award that vest on the applicable Vesting Datevesting date; provided, unless such however, that in the event that the vesting and payment of the Stock Units terminate prior is triggered by the Participant’s “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)) and the Participant is a “specified employee” (within the meaning of Treasury Regulation Section 1.409A-1(i)) on the date of such separation from service, the Participant shall not be entitled to any payment of the Stock Units until the earlier of (i) the date which is six (6) months after the Participant’s separation from service with the Corporation for any reason other than death, or (ii) the date of the Participant’s death, if and to the given Vesting Date pursuant extent such delay in payment is required to comply with Section 6409A of the Code. The Award and the Corporation’s obligation to deliver shares of Common Shares Stock or otherwise make payment with respect to vested Stock Units is subject to (a) compliance with all applicable federal, provincial, state, local and foreign laws, rules and regulations (including but not limited to provincial, state and federal securities law and federal margin requirements) and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Corporation, be necessary or advisable in connection therewith and (b) the condition precedent that the Grantee Participant or other person entitled under the Plan to receive any shares hereunder with respect to the vested Stock Units deliver to the Corporation such any representations or other documents or assurances and representations as that the Administrator may deem necessary or desirable to assure compliance with all applicable legal and accounting requirements. The Grantee Participant shall have no further rights with respect to any Stock Units that are paid or that terminate pursuant to Section 68.

Timing and Manner of Payment of Stock Units. Each Stock Unit that becomes vested pursuant Except as provided below with respect to the terms hereof (the date of such vestingan Acceleration Event, the “Vesting Date” of such Stock Unit) will be paid on or as soon as practicable administratively practical after the Vesting Date (and last day of any calendar quarter in all events within two and one-half months following which any Stock Units subject to the Vesting Date). In payment of the Stock UnitsAward became vested, the Corporation shall deliver to the Grantee Executive a number of the Corporation’s common shares (“of Common Shares”) Stock (either by delivering one or more certificates for such shares or by entering such shares in book entry form, as determined by the Corporation in its discretion, and, if the Grantee is a resident of Canada, such shares to be issued from treasury if and to the extent required by applicable law) equal to the number of Stock Units subject to this Award that vest on the applicable Vesting Date, unless such Stock Units terminate prior to the given Vesting Date that vested during such calendar quarter (including any vested Stock Units credited in respect of Dividend Equivalent Rights for such calendar quarter pursuant to Section 65(b) hereof); provided, however, that the Executive may elect, on a form and in a manner prescribed by the Administrator, to defer any such payment of vested Stock Units, provided that such election must be made no less than twelve (12) months before such payment would otherwise be made, must defer such payment for a period of not less than five (5) years, and must otherwise comply with any applicable requirements of Section 409A of the Code. Notwithstanding the foregoing sentence, upon the occurrence of an Acceleration Event, the Stock Units that have vested as of the date of such Acceleration Event (after giving effect to any accelerated vesting in connection with such event pursuant to Section 9 and the crediting of any Dividend Equivalent Rights pursuant to Section 5(c) hereof) shall be paid promptly after such Acceleration Event. The Award and the Corporation’s obligation to deliver shares of Common Shares Stock or otherwise make payment with respect to vested Stock Units is subject to (a) compliance with all applicable federal, provincial, state, local and foreign laws, rules and regulations (including but not limited to provincial, state and federal securities law and federal margin requirements) and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Corporation, be necessary or advisable in connection therewith and (b) the condition precedent that the Grantee Executive or other person entitled under the Plan to receive any shares hereunder with respect to the vested Stock Units deliver to the Corporation such any representations or other documents or assurances and representations as required pursuant to Section 8.1 of the Administrator may deem necessary or desirable to assure compliance with all applicable legal and accounting requirementsPlan. The Grantee Executive shall have no further rights with respect to any Stock Units that are paid pursuant to this Section 7 or that terminate pursuant to Section 6Sections 8 or 9.

Timing and Manner of Payment of Stock Units. Each Stock Unit that becomes vested pursuant to the terms hereof (the date of such vesting, the “Vesting Date” of such Stock Unit) will be paid on On or as soon as practicable administratively practical following the Vesting Date as provided in Appendix A (or other applicable date determined pursuant to Paragraph 2 hereof), and in all events not later than 60 days after the Vesting Date (and or such other period as may be provided for in all events within two and one-half months following the Vesting DateParagraph 2). In payment of the Stock Units, the Corporation shall deliver to the Grantee Participant a number of the Corporation’s common shares (“Common Shares”) Shares (either by delivering one or more certificates for such shares Shares or by entering such shares Shares in book entry form, as determined by the Corporation in its discretion, and, if the Grantee is a resident of Canada, such shares ) (subject to be issued from treasury if and any withholding for taxes pursuant to the extent required by applicable law) Paragraph 8) equal to the number of Stock Units subject to this Award that vest vested on the applicable Vesting Date; provided, however, that if the Corporation’s Common Stock is not listed or admitted to trade on any national securities exchange on the Vesting Date, unless such Stock Units terminate the Corporation shall deliver (i) if a 409A Change of Control has occurred on or prior to the given Vesting Date pursuant to Section 6. The Award and the Corporation’s obligation Common Stock has ceased to deliver Common Shares be so listed or otherwise make payment admitted to trade in connection with respect to vested Stock Units is subject such 409A Change of Control, an amount equal to (a) compliance with all applicable federal, provincial, state, local and foreign laws, rules and regulations (including but not limited to provincial, state and federal securities law and federal margin requirements) and to the number of Stock Units vesting on such approvals date multiplied by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Corporation, be necessary or advisable in connection therewith and (b) the condition precedent amount of the cash consideration paid for a share of Corporation Common Stock in such transaction, or (ii) if clause (i) is not applicable, such other amount as the Administrator determines, in its sole and absolute discretion, to be fair and reasonable and consistent with the purposes of the Award. Notwithstanding the preceding sentence, in the event that the Grantee issuance of Shares in respect of the Stock Units would cause any applicable share limit of the Plan to be exceeded, the Corporation may pay one or other person entitled more Stock Units that have vested in cash rather than by delivering Shares. In such event, payment of any Stock Units to receive be settled in cash will be made within the same period of time as provided in the first sentence of this Paragraph 7 and the amount of payment for such Stock Units shall (subject to any shares hereunder withholding for taxes pursuant to Paragraph 8) equal the number of Stock Units that vested on the Vesting Date to be settled in cash multiplied by the Payment Value as of the Vesting Date. The “Payment Value” as of the Vesting Date is the closing price (in regular trading) for a share of Common Stock on the principal stock exchange on which the Common Stock is then listed or admitted to trade (the “Exchange”) on the Vesting Date or, if no sales of Common Stock were reported on the Exchange on that date, the closing price (in regular trading) for a share of Common Stock on the Exchange for the next preceding day on which sales of Common Stock were reported on the Exchange; provided, however, that if the Corporation’s Common Stock is not listed or admitted to trade on any national securities exchange on the Vesting Date, the Payment Value with respect to the vested Stock Units deliver Vesting Date shall be either (i) if a 409A Change of Control has occurred on or prior to the Vesting Date and the Corporation’s Common Stock has ceased to be so listed or admitted to trade in connection with such 409A Change of Control, the amount of the cash consideration paid for a share of Corporation Common Stock in such assurances and representations transaction, or (ii) if clause (i) is not applicable, such other amount as the Administrator may deem necessary or desirable determines, in its sole and absolute discretion, to assure compliance be fair and reasonable and consistent with all applicable legal and accounting requirementsthe purposes of the Award. The Grantee Participant shall have no further rights with respect to any Stock Units that are paid or that terminate pursuant to Appendix A, Paragraph 2 or Paragraph 4. If the Participant is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of the Participant’s separation from service with the Corporation, and payment pursuant to the preceding paragraph is to be made in connection with such separation from services, the Participant shall not be entitled to any payment or benefit pursuant to the preceding paragraph until the earlier of (i) the date which is six (6) months after the Participant’s separation from service for any reason other than death, or (ii) the date of the Participant’s death. The provisions of this paragraph shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Code Section 409A. Any amounts otherwise payable to the Participant upon or in the six (6) month period following the Participant’s separation from service that are not so paid by reason of this paragraph shall be paid as soon as practicable (and in all events within thirty (30) days) after the date that is six (6) months after the Participant’s separation from service (or, if earlier, as soon as practicable, and in all events within thirty (30) days, after the date of the Participant’s death). If, in connection with the Participant’s separation from service, the Participant is required to provide the Corporation with a release of claims and the maximum period in which the Participant has to consider, execute, and revoke such release of claims spans two calendar years, any payment of the Stock Units vesting in connection with such separation from service shall be made in the second of such two calendar years. The timing of payment of any Stock Units may not be changed by the Corporation (including pursuant to any provision of the Plan), except as would satisfy Treasury Regulation Section 1.409A-3(j)(4).

Timing and Manner of Payment of Stock Units. Each Stock Unit that becomes vested pursuant to the terms hereof (the date PERSONAL AND COMPANY CONFIDENTIAL Page 6 of such vesting, the “Vesting Date” of such Stock Unit) will be paid on 25 On or as soon as practicable after the administratively practical following each Vesting Date as provided in Paragraph 2 hereof (and in all events within two and one-half months following not later than 60 days after the Vesting Date). In payment of the Stock Units, the Corporation shall deliver to the Grantee Participant a number of the Corporation’s common shares (“Common Shares”) Shares (either by delivering one or more certificates for such shares Shares or by entering such shares Shares in book entry form, as determined by the Corporation in its discretion, and, if the Grantee is a resident of Canada, such shares ) (subject to be issued from treasury if and any withholding for taxes pursuant to the extent required by applicable law) Paragraph 8) equal to the number of Stock Units subject that vested on such Vesting Date; provided, however, that if the Corporation’s Common Stock is not listed or admitted to this Award that vest trade on the applicable any national securities exchange on such Vesting Date, unless such Stock Units terminate the Corporation shall deliver (i) if a 409A Change of Control has occurred on or prior to the given Vesting Date pursuant to Section 6. The Award and the Corporation’s obligation Common Stock has ceased to deliver Common Shares be so listed or otherwise make payment admitted to trade in connection with respect to vested Stock Units is subject such 409A Change of Control, an amount equal to (a) compliance with all applicable federal, provincial, state, local and foreign laws, rules and regulations (including but not limited to provincial, state and federal securities law and federal margin requirements) and to the number of Stock Units vesting on such approvals date multiplied by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Corporation, be necessary or advisable in connection therewith and (b) the condition precedent amount of the cash consideration paid for a share of Corporation Common Stock in such transaction, or (ii) if clause (i) is not applicable, such other amount as the Administrator determines, in its sole and absolute discretion, to be fair and reasonable and consistent with the purposes of the Award. Notwithstanding the preceding sentence, in the event that the Grantee issuance of Shares in respect of the Stock Units would cause any applicable share limit of the 2017 Plan to be exceeded, the Corporation may pay one or other person entitled more Stock Units that have vested in cash rather than by delivering Shares. In such event, payment of any Stock Units to receive be settled in cash will be made within the same period of time as provided in the first sentence of this Paragraph 7 and the amount of payment for such Stock Units shall (subject to any shares hereunder withholding for taxes pursuant to Paragraph 8) equal the number of Stock Units that vested on the Vesting Date to be settled in cash multiplied by the Payment Value as of the Vesting Date. The “Payment Value” as of the Vesting Date is the closing price (in regular trading) for a share of Common Stock on the principal stock exchange on which the Common Stock is then listed or admitted to trade (the “Exchange”) on the Vesting Date or, if no sales of Common Stock were reported on the Exchange on that date, the closing price (in regular trading) for a share of Common Stock on the Exchange for the next preceding day on which sales of Common Stock were reported on the Exchange; provided, however, that if the Corporation’s Common Stock is not listed or admitted to trade on any national securities exchange on the Vesting Date, the Payment Value with respect to the vested Stock Units deliver Vesting Date shall be either (i) if a 409A Change of Control has occurred on or prior to the Vesting Date and the Corporation’s Common Stock has ceased to be so listed or admitted to trade in connection with such 409A Change of Control, the amount of the cash consideration paid for a share of Corporation Common Stock in such assurances and representations transaction, or (ii) if clause (i) is not applicable, such other amount as the Administrator may deem necessary or desirable determines, in its sole and absolute discretion, to assure compliance be fair and reasonable and consistent with all applicable legal and accounting requirementsthe purposes of the Award. The Grantee Participant shall have no further rights with respect to any Stock Units that are paid or that terminate pursuant to Paragraph 2 or Paragraph 4. PERSONAL AND COMPANY CONFIDENTIAL Page 7 of 25 If the Participant is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of the Participant’s separation from service with the Corporation, and payment pursuant to the preceding paragraph is to be made in connection with such separation from services, the Participant shall not be entitled to any payment or benefit pursuant to the preceding paragraph until the earlier of (i) the date which is six (6) months after the Participant’s separation from service for any reason other than death, or (ii) the date of the Participant’s death. The provisions of this paragraph shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Code Section 409A. Any amounts otherwise payable to the Participant upon or in the six (6) month period following the Participant’s separation from service that are not so paid by reason of this paragraph shall be paid as soon as practicable (and in all events within thirty (30) days) after the date that is six (6) months after the Participant’s separation from service (or, if earlier, as soon as practicable, and in all events within thirty (30) days, after the date of the Participant’s death). If, in connection with the Participant’s separation from service, the Participant is required to provide the Corporation with a release of claims and the maximum period in which the Participant has to consider, execute, and revoke such release of claims spans two calendar years, any payment of the Stock Units vesting in connection with such separation from service shall be made in the second of such two calendar years. The timing of payment of any Stock Units may not be changed by the Corporation (including pursuant to any provision of the Plan), except as would satisfy Treasury Regulation Section 1.409A-3(j)(4).

Timing and Manner of Payment of Stock Units. Each Stock Unit that becomes vested pursuant to the terms hereof (the date of such vesting, the “Vesting Date” of such Stock Unit) will be paid on On or as soon as practicable administratively practical following the Vesting Date as provided in Appendix A (or other applicable date determined pursuant to Paragraph 2 hereof), and in all events not later than 60 days after the Vesting Date (and or such other period as may be provided for in all events within two and one-half months following the Vesting DateParagraph 2). In payment of the Stock Units, the Corporation shall deliver to the Grantee Participant a number of the Corporation’s common shares (“Common Shares”) Shares (either by delivering one or more certificates for such shares Shares or by entering such shares Shares in book entry form, as determined by the Corporation in its discretion, and, if the Grantee is a resident of Canada, such shares ) (subject to be issued from treasury if and any withholding for taxes pursuant to the extent required by applicable law) Paragraph 8) equal to the number of Stock Units subject to this Award that vest vested on the applicable Vesting Date; provided, however, that if the Corporation’s Common Stock is not listed or admitted to trade on any national securities exchange on the Vesting Date, unless such Stock Units terminate the Corporation shall deliver (i) if a 409A Change of Control has occurred on or prior to the given Vesting Date pursuant to Section 6. The Award and the Corporation’s obligation Common Stock has ceased to deliver Common Shares be so listed or otherwise make payment admitted to trade in connection with respect to vested Stock Units is subject such 409A Change of Control, an amount equal to (a) compliance with all applicable federal, provincial, state, local and foreign laws, rules and regulations (including but not limited to provincial, state and federal securities law and federal margin requirements) and to the number of Stock Units vesting on such approvals date multiplied by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Corporation, be necessary or advisable in connection therewith and (b) the condition precedent amount of the cash consideration paid for a share of Corporation Common Stock in such transaction, or (ii) if clause (i) is not applicable, such other amount as the Administrator determines, in its sole and absolute discretion, to be fair and reasonable and consistent with the purposes of the Award. Notwithstanding the preceding sentence, in the event that the Grantee issuance of Shares in respect of the Stock Units would cause any applicable share limit of the 2017 Plan to be exceeded, the Corporation may pay one or other person entitled more Stock Units that have vested in cash rather than by delivering Shares. In such event, payment of any Stock Units to receive be settled in cash will be made within the same period of time as provided in the first sentence of this Paragraph 7 and the amount of payment for such Stock Units shall (subject to any shares hereunder withholding for taxes pursuant to Paragraph 8) equal the number of Stock Units that vested on the Vesting Date to be settled in cash multiplied by the Payment Value as of the Vesting Date. The “Payment Value” as of the Vesting Date is the closing price (in regular trading) for a share of Common Stock on the principal stock exchange on which the Common Stock is then listed or admitted to trade (the “Exchange”) on the Vesting Date or, if no sales of Common Stock were reported on the Exchange on that date, the closing price (in regular trading) for a share of Common Stock on the Exchange for the next preceding day on which sales of Common Stock were reported on the Exchange; provided, however, that if the Corporation’s Common Stock is not listed or admitted to trade on any national securities exchange on the Vesting Date, the Payment Value with respect to the vested Stock Units deliver Vesting Date shall be either (i) if a 409A Change of Control has occurred on or prior to the Vesting Date and the Corporation’s Common Stock has ceased to be so listed or admitted to trade in connection with such 409A Change of Control, the amount of the cash consideration paid for a share of Corporation Common Stock in such assurances and representations transaction, or (ii) if clause (i) is not applicable, such other amount as the Administrator may deem necessary or desirable determines, in its sole and absolute discretion, to assure compliance be fair and reasonable and consistent with all applicable legal and accounting requirementsthe purposes of the Award. The Grantee Participant shall have no further rights with respect to any Stock Units that are paid or that terminate pursuant to Appendix A, Paragraph 2 or Paragraph 4. If the Participant is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of the Participant’s separation from service with the Corporation, and payment pursuant to the preceding paragraph is to be made in connection with such separation from services, the Participant shall not be entitled to any payment or benefit pursuant to the preceding paragraph until the earlier of (i) the date which is six (6) months after the Participant’s separation from service for any reason other than death, or (ii) the date of the Participant’s death. The provisions of this paragraph shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Code Section 409A. Any amounts otherwise payable to the Participant upon or in the six (6) month period following the Participant’s separation from service that are not so paid by reason of this paragraph shall be paid as soon as practicable (and in all events within thirty (30) days) after the date that is six (6) months after the Participant’s separation from service (or, if earlier, as soon as practicable, and in all events within thirty (30) days, after the date of the Participant’s death). If, in connection with the Participant’s separation from service, the Participant is required to provide the Corporation with a release of claims and the maximum period in which the Participant has to consider, execute, and revoke such release of claims spans two calendar years, any payment of the Stock Units vesting in connection with such separation from service shall be made in the second of such two calendar years. The timing of payment of any Stock Units may not be changed by the Corporation (including pursuant to any provision of the Plan), except as would satisfy Treasury Regulation Section 1.409A-3(j)(4).

Timing and Manner of Payment of Stock Units. Each Subject to Section 22 hereof, the Stock Unit that becomes vested Units subject to this Award (including any dividend equivalents credited (or to be credited) pursuant to Section 5(b) hereof) that have vested in accordance with the terms hereof (as of the date of such vesting, Severance Date shall be distributed to the “Vesting Date” of such Stock Unit) will be paid Executive on or as soon as practicable administratively practical after the Vesting Severance Date; provided, however, as follows: (1) except in the case of the Executive’s death, if at the time of the Severance Date the Executive is a “specified employee,” as defined in Section 409A(a)(2)(B)(i), such distribution shall not be made until one day after the sixth month anniversary of the Severance Date (or, if later, the time specified in clause (3) below); (2) if the Executive’s employment is terminated due to Disability and in all events within two and one-half months such Disability satisfies the requirements of Section 409A(a)(2)(C), then (subject to clause (3) below) such payment may be made promptly following the Vesting Date). In Severance Date without regard to whether the Executive was a “specified employee” at such time; and (3) to the extent no additional taxes, interest or penalties would be imposed on the Executive pursuant to Section 409A, if the Corporation reasonably anticipates that the Corporation’s federal income tax deduction with respect to the payment of the Stock UnitsUnits to the Executive would be limited or eliminated by application of Section 162(m) of the Code, payment of the Stock Units shall be made on the earliest date at which the Corporation reasonably anticipates that such deduction for such payment will not be limited or eliminated by application of Section 162(m) of the Code (but in no event later than as of January 1st of the year following the year in which the Severance Date occurs). Payment of the vested Stock Units shall deliver be made by delivery to the Grantee Executive of a number of the Corporation’s common shares (“of Common Shares”) Stock (either by delivering one or more certificates for such shares or by entering such shares in book entry form, as determined by the Corporation in its discretion, and, if the Grantee is a resident of Canada, such shares to be issued from treasury if and to the extent required by applicable law) equal to the number of Stock Units subject to this Award being paid (provided that vest on the applicable Vesting Date, unless such Stock Units terminate prior to the given Vesting Date pursuant to Section 6Corporation shall pay any fractional share in cash). The Award and the Corporation’s obligation to deliver Common Shares or otherwise make payment with respect to vested Stock Units is subject to (a) compliance with all applicable federal, provincial, state, local and foreign laws, rules and regulations (including but not limited to provincial, state and federal securities law and federal margin requirements) and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Corporation, be necessary or advisable in connection therewith and (b) the condition precedent that the Grantee or other person entitled to receive any shares hereunder with respect to the vested Stock Units deliver to the Corporation such assurances and representations as the Administrator may deem necessary or desirable to assure compliance with all applicable legal and accounting requirements. The Grantee Executive shall have no further rights with respect to any Stock Units that are paid or that terminate pursuant to Section 68.

Timing and Manner of Payment of Stock Units. Each Vested Stock Unit that becomes vested pursuant Units shall be paid by the Corporation delivering to the terms hereof (the date of such vesting, the “Vesting Date” of such Stock Unit) will be paid on or as soon as practicable after the Vesting Date (and in all events within two and one-half months following the Vesting Date). In payment of the Stock Units, the Corporation shall deliver to the Grantee Participant a number of the Corporation’s common shares (“of Common Shares”) Stock (either by delivering one or more certificates for such shares or by entering such shares in book entry form, as determined by the Corporation in its discretion, and, if the Grantee is a resident of Canada, such shares to be issued from treasury if and to the extent required by applicable law) equal to the number of Stock Units subject to this the Award that became vested and had not theretofore been paid. Subject to the following provisions of this Section 7, payment of Stock Units that vest pursuant to Section 3 shall be made in the calendar year in which the particular Stock Units vest (and on or as soon as administratively practical after the applicable Vesting Date); provided, unless however, that the Participant may elect, on a form and in a manner prescribed by the Board, to defer any such payment of vested Stock Units terminate until the date of the Participant’s Separation from Service (as defined below); provided, further, that any such election must be made prior to the given Vesting Date beginning of the calendar year in which the Award is granted (or such earlier date as prescribed by the Board) and any such deferral of payment must comply with any applicable requirements of Section 409A of the Code. In the event such a deferral election is made, any vested Stock Units covered by that election shall be paid on or as soon as administratively practical after (and in all events within seventy four (74) days after) the date of the Participant’s Separation from Service. If the Participant’s Stock Units become vested pursuant to Section 68(a) hereof, the Participant’s vested Stock Units shall be paid on or as soon as administratively practical after (and in all events within seventy four (74) days after) the date of the Participant’s Separation from Service. Furthermore, in the event that the Participant’s Stock Units become vested pursuant to Section 8(b) in connection with a Change in Control Event that constitutes a “change in the ownership or effective control” of the Corporation or a change “in the ownership of a substantial portion of the assets” of the Corporation within the meaning of Section 409A of the Code (a “409A Change in Control”), the Participant’s vested Stock Units shall be paid (to the extent not theretofore paid) on or as soon as administratively practical after (and in all events within seventy four (74) days after) the date of such Change in Control Event. If the Stock Units vest pursuant to Section 8(b) as a result of a Change in Control Event that is not a 409A Change in Control, the Participant’s Stock Units shall be paid (to the extent not theretofore paid) at the times provided in the second sentence of this Section 7 or, if earlier, on or as soon as administratively practical after (and in all events within seventy four (74) days after) the date of the Participant’s Separation from Service. The Award and the Corporation’s obligation to deliver shares of Common Shares Stock or otherwise make payment with respect to vested Stock Units is subject to (a) compliance with all applicable federal, provincial, state, local and foreign laws, rules and regulations (including but not limited to provincial, state and federal securities law and federal margin requirements) and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Corporation, be necessary or advisable in connection therewith and (b) the condition precedent that the Grantee Participant or other person entitled under the Plan to receive any shares hereunder with respect to the vested Stock Units deliver to the Corporation such any representations or other documents or assurances and representations as required pursuant to Section 6.4 of the Administrator may deem necessary or desirable to assure compliance with all applicable legal and accounting requirementsPlan. The Grantee Participant shall have no further rights with respect to any Stock Units that are paid or that terminate pursuant to Section 68. For purposes of this Agreement, “Separation from Service” has the meaning given to such term for purposes of Section 409A of the Code (which Separation from Service generally will occur on the date the Participant ceases to be a member of the Board).

Timing and Manner of Payment of Stock Units. Each Stock Unit that becomes vested pursuant Except as provided below with respect to the terms hereof an Acceleration Event (the date of such vestingas defined in Section 9), the “Vesting Date” of such Stock Unit) will be paid on or as soon as administratively practicable after the Vesting Date (and in all events within two and one-half months following the Vesting Date). In payment vesting of the applicable portion of the Stock UnitsUnits being subject to the Award, and in no event later than the later of (i) the 15th day of the third month following the end of the Executive’s taxable year in which any Stock Units subject to the Award became vested (regardless of whether such Stock Units became vested pursuant to Section 3, in connection with the Executive’s termination of employment pursuant to the Change in Control Agreement (as defined below) or any written employment or successor change in control agreement or in connection with the Executive’s termination of employment due to death or Disability pursuant to Section 8(b) below), or (ii) the 15th day of the third month following the end of the Corporation’s taxable year in which such vesting occurs, the Corporation shall deliver to the Grantee Executive a number of the Corporation’s common shares (“of Common Shares”) Stock (either by delivering one or more certificates for such shares or by entering such shares in book entry form, as determined by the Corporation in its discretion, and, if the Grantee is a resident of Canada, such shares to be issued from treasury if and to the extent required by applicable law) equal to the number of Stock Units subject to this Award that vest on the applicable Vesting Date, unless such Stock Units terminate prior to the given Vesting Date that vested during such calendar quarter (including any vested Stock Units credited in respect of Dividend Equivalent Rights for such calendar quarter pursuant to Section 65(b) hereof); provided, however, (x) that the Executive may elect, on a form and in a manner prescribed by the Administrator, to defer any such payment of vested Stock Units, provided that such election must not take effect until at least twelve (12) months after it is made, must be made no less than twelve (12) months before such payment would otherwise be made, must defer such payment for a period of not less than five (5) years, and must otherwise comply with any applicable requirements of Section 409A of the Code and (y) that for any Stock Units becoming vested in connection with the Executive’s termination of employment for any reason, if such termination of employment is not a “separation from service” within the meaning of Section 409A of the Code, then such Stock Units shall not become payable until after the earliest of, as soon as practicable and in no event later than sixty (60) days following (A) the date the Stock Units would have been paid absent the accelerated vesting resulting from the Executive’s termination of employment, (B) the date of the Executive’s “separation from service” within the meaning of Section 409A of the Code, or (C) the date of a “change in the ownership,” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of the Corporation (each as determined in accordance with Section 409A of the Code). Notwithstanding the foregoing sentence, upon the occurrence of an Acceleration Event (as defined in Section 9 herein), the Stock Units that have vested as of the date of such Acceleration Event (after giving effect to any accelerated vesting in connection with such event pursuant to Section 9 and the crediting of any Dividend Equivalent Rights pursuant to Section 5(c) hereof) shall be paid promptly after, and in no event later than the later of (i) the 15th day of the third month following the end of the Executive’s taxable year in which such Acceleration Event occurs or (ii) the 15th day of the third month following the end of the Corporation’s taxable year in which such Acceleration Event occurs; provided, however, that for any Stock Units becoming vested in connection with an Acceleration Event, if the Acceleration Event is not a “change in the ownership,” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of the Corporation (each as determined in accordance with Section 409A of the Code), then, to the extent necessary to avoid the imposition of any taxes under Section 409A of the Code, such Stock Units becoming vested shall not become payable in connection with the Acceleration Event and shall instead become payable after the earliest of, as soon as practicable and in no event later than sixty (60) days following (A) the date the Stock Units would have been paid absent the Acceleration Event, (B) the date of the Executive’s “separation from service” within the meaning of Section 409A of the Code, or (C) the date of a “change in the ownership,” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of the Corporation (each as determined in accordance with Section 409A of the Code). The Award and the Corporation’s obligation to deliver shares of Common Shares Stock or otherwise make payment with respect to vested Stock Units is subject to (a) compliance with all applicable federal, provincial, state, local and foreign laws, rules and regulations (including but not limited to provincial, state and federal securities law and federal margin requirements) and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Corporation, be necessary or advisable in connection therewith and (b) the condition precedent that the Grantee Executive or other person entitled under the Plan to receive any shares hereunder with respect to the vested Stock Units deliver to the Corporation such any representations or other documents or assurances and representations as required pursuant to Section 8.1 of the Administrator may deem necessary or desirable to assure compliance with all applicable legal and accounting requirementsPlan. The Grantee Executive shall have no further rights with respect to any Stock Units that are paid pursuant to this Section 7 or that terminate pursuant to Section 6Sections 8 or 9.

Timing and Manner of Payment of Stock Units. Each Stock Unit that becomes vested pursuant to the terms hereof (the date of such vesting, the “Vesting Date” of such Stock Unit) will be paid on On or as soon as practicable after the Vesting Date (soon as administratively practicable, and in all events within two and one-half months no event later than the later of (i) the 15th day of the third month following the Vesting Date). In payment end of the Participant’s taxable year in which any Stock UnitsUnits subject to the Award became vested (whether pursuant to Section 3, upon a Change in Control Event, in connection with the Participant’s termination of employment pursuant to a written change in control or employment agreement or otherwise), or (ii) the 15th day of the third month following the end of the Corporation’s taxable year in which such vesting occurs, the Corporation shall deliver to the Grantee Participant a number of the Corporation’s common shares (“of Common Shares”) Stock (either by delivering one or more certificates for such shares or by entering such shares in book entry form, as determined by the Corporation in its discretion, and, if the Grantee is a resident of Canada, such shares to be issued from treasury if and to the extent required by applicable law) equal to the number of Stock Units subject to this Award that vest on the applicable Vesting Date, unless such vesting date (including any vested Stock Units terminate credited in respect of Dividend Equivalent Rights pursuant to Section 5(b) hereof), provided, however, that any Stock Units becoming vested on an accelerated basis prior to the given Vesting Date normal vesting dates specified in Section 3, to the extent necessary to avoid the imposition of any taxes under Section 409A of the Code, shall not become distributed until after the earliest of (A) the date the Stock Units would have been paid absent the accelerated vesting, (B) the date of the Participant’s “separation from service” within the meaning of Section 409A of the Code, or (C) the date of a “change in the ownership,” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of the Corporation (each as determined in accordance with Section 409A of the Code); provided that any payments made pursuant to (A), (B) or (C) shall be paid as soon as practicable following such event, and in no event later than sixty (60) days following such event. Notwithstanding the foregoing sentence, the Participant may elect, in accordance with the initial deferral rules of Section 6409A of the Code and on a form and in a manner prescribed by the Administrator, to defer any such payment of vested Stock Units to a specified date selected by the Participant, in which case the vested Stock Units so deferred shall become payable after the earliest of (A) the specified date selected by the Participant, (B) the date of the Participant’s “separation from service” within the meaning of Section 409A of the Code, or (C) the date of a “change in the ownership,” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of the Corporation (each as determined in accordance with Section 409A of the Code); provided that any payments made pursuant to (A), (B) or (C) shall be paid as soon as practicable following such event, and in no event later than sixty (60) days following such event. Any such deferral election made by the Participant must comply with the applicable requirements of Section 409A of the Code (including, without limitation, the six-month waiting period contemplated by Section 18, if applicable). The Award and the Corporation’s obligation to deliver shares of Common Shares Stock or otherwise make payment with respect to vested Stock Units is subject to (a) compliance with all applicable federal, provincial, state, local and foreign laws, rules and regulations (including but not limited to provincial, state and federal securities law and federal margin requirements) and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Corporation, be necessary or advisable in connection therewith and (b) the condition precedent that the Grantee Participant or other person entitled under the Plan to receive any shares hereunder with respect to the vested Stock Units deliver to the Corporation such any representations or other documents or assurances and representations as required pursuant to Section 8.1 of the Administrator may deem necessary or desirable to assure compliance with all applicable legal and accounting requirementsPlan. The Grantee Participant shall have no further rights with respect to any Stock Units that are paid pursuant to Section 5(b) or this Section 7 or that terminate pursuant to Section 68.

Timing and Manner of Payment of Stock Units. Each Stock Unit that becomes vested pursuant Except as provided below with respect to the terms hereof an Acceleration Event (the date of such vestingas defined in Section 9), the “Vesting Date” of such Stock Unit) will be paid on or as soon as administratively practicable after the Vesting Date (and in all events within two and one-half months following the Vesting Date). In payment vesting of the applicable portion of the Stock UnitsUnits being subject to the Award, and in no event later than the later of (i) the 15th day of the third month following the end of the Executive’s taxable year in which any Stock Units subject to the Award became vested (regardless of whether such Stock Units became vested pursuant to Section 3, in connection with the Executive’s termination of employment or otherwise) or (ii) the 15th day of the third month following the end of the Corporation’s taxable year in which such vesting occurs, the Corporation shall deliver to the Grantee Executive a number of the Corporation’s common shares (“of Common Shares”) Stock (either by delivering one or more certificates for such shares or by entering such shares in book entry form, as determined by the Corporation in its discretion, and, if the Grantee is a resident of Canada, such shares to be issued from treasury if and to the extent required by applicable law) equal to the number of Stock Units subject to this Award that vest on the applicable Vesting Date, unless such Stock Units terminate prior to the given Vesting Date that vested during such calendar quarter (including any vested Stock Units credited in respect of Dividend Equivalent Rights for such calendar quarter pursuant to Section 65(b) hereof); provided, however, (x) that the Executive may elect, on a form and in a manner prescribed by the Administrator, to defer any such payment of vested Stock Units, provided that such election must not take effect until at least twelve (12) months after it is made, must be made no less than twelve (12) months before such payment would otherwise be made, must defer such payment for a period of not less than five (5) years, and must otherwise comply with any applicable requirements of Section 409A of the Code and (y) that for any Stock Units becoming vested in connection with the Executive’s termination of employment for any reason, if such termination of employment is not a “separation from service” within the meaning of Section 409A of the Code, then such Stock Units shall not become payable until after the earliest of, as soon as practicable and in no event later than sixty (60) days following (A) the date the Stock Units would have been paid absent the accelerated vesting resulting from the Executive’s termination of employment, (B) the date of the Executive’s “separation from service” within the meaning of Section 409A of the Code, or (C) the date of a “change in the ownership,” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of the Corporation (each as determined in accordance with Section 409A of the Code). Notwithstanding the foregoing sentence, upon the occurrence of an Acceleration Event (as defined in Section 9 herein), the Stock Units that have vested as of the date of such Acceleration Event (after giving effect to any accelerated vesting in connection with such event pursuant to Section 9 and the crediting of any Dividend Equivalent Rights pursuant to Section 5(c) hereof) shall be paid promptly after, and in no event later than the later of (i) the 15th day of the third month following the end of the Executive’s taxable year in which such Acceleration Event occurs or (ii) the 15th day of the third month following the end of the Corporation’s taxable year in which such Acceleration Event occurs; provided, however, that for any Stock Units becoming vested in connection with an Acceleration Event, if the Acceleration Event is not a “change in the ownership,” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of the Corporation (each as determined in accordance with Section 409A of the Code), then, to the extent necessary to avoid the imposition of any taxes under Section 409A of the Code, such Stock Units becoming vested shall not become payable in connection with the Acceleration Event and shall instead become payable after the earliest of, as soon as practicable and in no event later than sixty (60) days following (A) the date the Stock Units would have been paid absent the Acceleration Event, (B) the date of the Executive’s “separation from service” within the meaning of Section 409A of the Code, or (C) the date of a “change in the ownership,” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of the Corporation (each as determined in accordance with Section 409A of the Code). The Award and the Corporation’s obligation to deliver shares of Common Shares Stock or otherwise make payment with respect to vested Stock Units is subject to (a) compliance with all applicable federal, provincial, state, local and foreign laws, rules and regulations (including but not limited to provincial, state and federal securities law and federal margin requirements) and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Corporation, be necessary or advisable in connection therewith and (b) the condition precedent that the Grantee Executive or other person entitled under the Plan to receive any shares hereunder with respect to the vested Stock Units deliver to the Corporation such any representations or other documents or assurances and representations as required pursuant to Section 8.1 of the Administrator may deem necessary or desirable to assure compliance with all applicable legal and accounting requirementsPlan. The Grantee Executive shall have no further rights with respect to any Stock Units that are paid pursuant to this Section 7 or that terminate pursuant to Section 6Sections 8 or 9.

Timing and Manner of Payment of Stock Units. Each Stock Unit that becomes vested pursuant to the terms hereof (the date of such vesting, the “Vesting Date” of such Stock Unit) will be paid on On or as soon as administratively practicable after following the Vesting Date (vesting of the applicable portion of the total Award, and in all events within two and one-half months no event later than the later of (i) the 15th day of the third month following the Vesting Date). In payment end of Participant’s taxable year in which each vesting of the Stock Unitsapplicable portion of the total Award pursuant to Section 3 or Section 9 occurs or (ii) the 15th day of the third month following the end of the Corporation’s taxable year in which each such vesting occurs, the Corporation shall deliver to the Grantee Participant a number of the Corporation’s common shares (“of Common Shares”) Stock (either by delivering one or more certificates for such shares or by entering such shares in book entry form, as determined by the Corporation in its discretion, and, if the Grantee is a resident of Canada, such shares to be issued from treasury if and to the extent required by applicable law) equal to the number of Stock Units subject to this Award that vest on the applicable Vesting Date, unless such vesting date (including any vested Stock Units terminate prior to the given Vesting Date credited in respect of Dividend Equivalent Rights pursuant to Section 65(b) hereof). Notwithstanding the foregoing sentence, the Participant may elect, on a form and in a manner prescribed by the Administrator and subject to the requirements of Section 409A of the Code, to defer any such payment of vested Stock Units, provided that (i) such election must be made by a date designated by the Administrator that complies with the initial deferral requirements and any other applicable requirements of Section 409A of the Code (including, without limitation, the six-month waiting period contemplated by Section 18, if applicable) and (ii) to the extent required by Section 409A of the Code, any such election by the Participant shall not be given effect by the Corporation if any Stock Units become vested before the first anniversary of the Award Date for any reason (in which case, Stock Units shall again be payable on or as soon as administratively practicable after the vesting date, and in no event later than the later of (i) the 15th day of the third month following the end of Participant’s taxable year in which the vesting date occurs or (ii) the 15th day of the third month following the end of the Corporation’s taxable year in which the vesting date occurs). Pursuant to this Section 7, if the Participant elects to defer any such payment of vested Stock Units, such payment shall be made in accordance with the Participant’s deferral election form. The Award and the Corporation’s obligation to deliver shares of Common Shares Stock or otherwise make payment with respect to vested Stock Units is subject to (a) compliance with all applicable federal, provincial, state, local and foreign laws, rules and regulations (including but not limited to provincial, state and federal securities law and federal margin requirements) and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Corporation, be necessary or advisable in connection therewith and (b) the condition precedent that the Grantee Participant or other person entitled under the Plan to receive any shares hereunder with respect to the vested Stock Units deliver to the Corporation such any representations or other documents or assurances and representations as required pursuant to Section 8.1 of the Administrator may deem necessary or desirable to assure compliance with all applicable legal and accounting requirementsPlan. The Grantee Participant shall have no further rights with respect to any Stock Units that are paid pursuant to Section 5(b) or this Section 7 or that terminate pursuant to Section 68.

Timing and Manner of Payment of Stock Units. Each Stock Unit that becomes vested pursuant Except as provided below with respect to the terms hereof (the date of such vestingan Acceleration Event, the “Vesting Date” of such Stock Unit) will be paid on or as soon as administratively practicable after the Vesting Date (and in all events within two and one-half months following the Vesting Date). In payment vesting of the applicable portion of the Stock UnitsUnits subject to the Award, and in no event later than the later of (i) the 15th day of the third month following the end of the Executive’s taxable year in which any Stock Units subject to the Award became vested or (ii) the 15 th day of the third month following the end of the Corporation’s taxable year in which such vesting occurs, the Corporation shall deliver to the Grantee Executive a number of the Corporation’s common shares (“of Common Shares”) Stock (either by delivering one or more certificates for such shares or by entering such shares in book entry form, as determined by the Corporation in its discretion, and, if the Grantee is a resident of Canada, such shares to be issued from treasury if and to the extent required by applicable law) equal to the number of Stock Units subject to this Award that vest on the applicable Vesting Date, unless such Stock Units terminate prior to the given Vesting Date that vested during such calendar quarter (including any vested Stock Units credited in respect of Dividend Equivalent Rights for such calendar quarter pursuant to Section 65(b) hereof); provided, however, that the Executive may irrevocably elect, on a form and in a manner prescribed by the Administrator, to defer any such payment of vested Stock Units, provided that such election must not take effect until at least twelve (12) months after it is made, must be made no less than twelve (12) months before such payment would otherwise be made, must defer such payment for a period of not less than five (5) years, and must otherwise comply with any applicable requirements of Section 409A of the Code. Notwithstanding the foregoing sentence, upon the occurrence of an Acceleration Event, the Stock Units that have vested as of the date of such Acceleration Event (after giving effect to any accelerated vesting in connection with such event and the crediting of any Dividend Equivalent Rights pursuant to Section 5(c) hereof) shall be paid as soon as administratively practicable, and in no event later than the later of (i) the 15th day of the third month following the end of the Executive’s taxable year in which such Acceleration Event occurs or (ii) the 15th day of the third month following the end of the Corporation’s taxable year in which such Acceleration Event occurs; provided, however, that for any Stock Units becoming vested in connection with the Executive’s termination of employment without Cause or for Good Reason (each as defined in the Employment Agreement) or due to the Executive’s death or Disability (as defined below), if such termination of employment is not a “separation from service” within the meaning of Section 409A of the Code, then, to the extent necessary to avoid the imposition of any taxes under Section 409A of the Code, such Stock Units shall not become payable until after the earliest of, as soon as practicable and in no event later than sixty (60) days following (A) the date the Stock Units would have been paid absent the Acceleration Event, (B) the date of the Executive’s “separation from service” within the meaning of Section 409A of the Code, or (C) the date of a “change in the ownership,” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of the Corporation (each as determined in accordance with Section 409A of the Code). The Award and the Corporation’s obligation to deliver shares of Common Shares Stock or otherwise make payment with respect to vested Stock Units is subject to (a) compliance with all applicable federal, provincial, state, local and foreign laws, rules and regulations (including but not limited to provincial, state and federal securities law and federal margin requirements) and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Corporation, be necessary or advisable in connection therewith and (b) the condition precedent that the Grantee Executive or other person entitled under the Plan to receive any shares hereunder with respect to the vested Stock Units deliver to the Corporation such any representations or other documents or assurances and representations as required pursuant to Section 8.1 of the Administrator may deem necessary or desirable to assure compliance with all applicable legal and accounting requirementsPlan. The Grantee Executive shall have no further rights with respect to any Stock Units that are paid pursuant to this Section 7 or that terminate pursuant to Section 68.