Common use of Timing of Payout Clause in Contracts

Timing of Payout. Cash payments in satisfaction of the Company’s obligations with respect to any vested installment of the Cash-Based Award shall occur as soon as administratively feasible after (but in all events prior to March 15 of the calendar year immediately following the calendar year in which the applicable event occurs) the earliest to occur of (a) the applicable Vesting Date, (b) the date of the Participant’s termination of employment due to death or Disability, (c) the date of the Participant’s termination of employment (x) by the Company without Cause (other than due to death or Disability), (y) by the Company due to non-renewal of the term of employment under the Employment Agreement, or (z) by the Participant for Good Reason, or (d) a Change in Control; unless, in the case of (a), (b), (c) or (d) of this Section 2, the Participant irrevocably elects to voluntarily defer the payout of the Cash-Based Award to a specific date or event as approved by the Committee and in compliance with Section 409A of the Code and the regulations promulgated thereunder.

Timing of Payout. Cash payments in satisfaction Payout of the Company’s obligations with respect to any vested installment of the Cash-Based Award RSUs (and any accrued but unpaid dividend equivalents thereon) shall occur as soon as administratively feasible after (but in all events prior to March 15 of the calendar year immediately following the calendar year in which the applicable event occurs) the earliest to occur of (a) the applicable Vesting Date, (b) the date of the Participant’s termination of employment due to death or Disability, (c) the date of the Participant’s termination of employment (x) by the Company without Cause (other than due to death or Disability), (y) by the Company due to non-renewal of the term of employment under the Employment Agreement, or (z) by the Participant for Good Reason, or (d) a Change in Control; unless, in the case of (a), (b), (c) or (d) of this Section 2, the Participant irrevocably elects to voluntarily defer the payout of the Cash-Based Award RSUs to a specific date or event as approved by the Committee and in compliance with Section 409A of the Code and the regulations promulgated thereunder.