Common use of Timing of Payout Clause in Contracts

Timing of Payout. With respect to any equity-based long-term incentive awards that become vested upon the date of a Change in Control pursuant to Section 2.3(d), shares of common stock attributable to such awards shall be delivered to Executive within 30 days following the date of the Change in Control; provided, if such award is subject to Section 409A and the Change in Control is not a change in control event (as defined in Section 409A), payment of the shares shall be made within 30 days after Executive’s separation from service (as defined in Section 409A). With respect to any Replacement Awards that become vested upon a Qualifying Termination after the Change in Control, shares of common stock attributable to the Replacement Awards shall be delivered within 30 days following Executive’s Qualifying Termination. The Committee shall determine on what date within the 30 day payment period actual payment shall be made.

Timing of Payout. With respect to any equity-based long-long- term incentive awards that become vested upon the date of a Change in Control pursuant to Section 2.3(d), shares of common stock attributable to such awards shall be delivered to Executive within 30 days following the date of the Change in Control; provided, if such award is subject to Section 409A and the Change in Control is not a change in control event (as defined in Section 409A), payment of the shares shall be made within 30 days after Executive’s separation from service (as defined in Section 409A). With respect to any Replacement Awards that become vested upon a Qualifying Termination after the Change in Control, shares of common stock attributable to the Replacement Awards shall be delivered within 30 days following Executive’s Qualifying Termination. The Committee shall determine on what date within the 30 30-day payment period actual payment shall be made.