Common use of Deferred Settlement Clause in Contracts

Deferred Settlement. (a) The settlement of any fully vested Restricted Stock Units shall be automatically deferred until the date (i) the Participant experiences a “separation from service” as defined under Treas. Reg. §1.409A-1(h) promulgated under Section 409A of the Code (“Section 409A”), (ii) an event described in Treas. Reg. §1.409A-3(i)(5) promulgated under Section 409A, including a change in the ownership or effective control of the Corporation, or (iii) the Participant’s death (the “Payment Event”). The Corporation shall determine when the Participant has experienced a “separation from service” for purposes of Section 409A of the Code. (b) Upon the Payment Event, (i) the Corporation shall cause a number of shares of Common Stock equal to the number of fully vested Restricted Stock Units to be issued to the Participant in book entry form and registered in the name of the Participant, but not before the Participant has made arrangements satisfactory to the Corporation for tax withholding (as required by Section 5 below) and (ii) the Corporation shall distribute to the Participant a cash payment equal to the fully vested dollar amount then accumulated in his vested account, as described in Section 7. Evidence of ownership of such shares of Common Stock and any cash distribution shall be delivered to the Participant (or to his or her designated nominee) within sixty (60) days following the Payment Event. Once shares of Common Stock have been issued, the corresponding vested Restricted Stock Units shall be considered cancelled and shall be of no further force or effect. (c) Notwithstanding the foregoing, if the Participant is a “specified employee” within the meaning of section 409A of the Code at the time of a Payment Event, if the Payment Event is a result of such Participant’s “separation from service” (within the meaning of Section 409A of the Code) as determined by the Corporation, other than due to such Participant’s death, then any fully vested Restricted Stock Units will be settled within 30 days following the date which is six (6) months and one (1) day following the date of the Participant’s “separation from service.” (d) Prior to the settlement of any fully vested Restricted Stock Units, such Restricted Stock Units will represent an unfunded and unsecured obligation of the Corporation, payable only from the general assets of the Corporation to the extent and under the terms set forth in this Agreement.

Deferred Settlement. (a) The settlement Settlement of any fully vested Restricted Stock Units the Award shall be automatically deferred until the date fifth anniversary of the Grant Date (the “Fixed Settlement Date”), subject to this Section 10. Notwithstanding the foregoing, upon the earlier to occur of (i) the Participant experiences a “separation from service” undersigned’s death or disability (as defined under Treas. Reg. §1.409A-1(hin Treasury Regulation Section 1.409A-3(i)(4)(i)(A)) promulgated under Section 409A of the Code (“Section 409A”), or (ii) an event described in Treas. Reg. §1.409A-3(i)(5) promulgated under Section 409A, including the consummation of a Covered Transaction (provided that such Covered Transaction constitutes a “change in the ownership or effective control control” of the CorporationCompany or a “change in the ownership of a substantial portion of the assets” of the Company, or in each case within the meaning of Code Section 409A and the regulations promulgated thereunder) (iii) the Participant’s death (any such date, the “Payment EventAlternative Settlement Date”), the vested portion of such Award shall be payable on the Alternative Settlement Date, subject to this Section 10. The Corporation shall determine when the Participant has experienced a “separation from service” for purposes of Section 409A In each case, settlement of the Code. (b) Upon the Payment Event, (i) the Corporation shall cause a number of shares of Common Stock equal Award is subject to the number undersigned executing a restrictive covenant agreement (containing nonsolicitation, nondisparagement and nondisclosure provisions) which includes a general release of fully vested Restricted Stock Units to be issued to the Participant claims in book entry form and registered in the name favor of the ParticipantCompany (such agreement, but not before the Participant has made arrangements satisfactory to the Corporation for tax withholding (as required by Section 5 below) and (ii) the Corporation shall distribute to the Participant a cash payment equal to the fully vested dollar amount then accumulated in his vested account, as described in Section 7. Evidence of ownership of such shares of Common Stock and any cash distribution shall be delivered to the Participant (or to his or her designated nominee“Release”) within sixty (60) days following the Payment Event. Once shares Settlement Date (as defined below), with settlement to be made within five (5) business days after the date the Release becomes non-revocable; provided, however, that if such sixty (60) day period spans two calendar years, settlement shall be made in the second calendar year, regardless of Common Stock have been issuedwhen the Release becomes non-revocable; provided, further, that if the undersigned is terminated for Cause prior to the Settlement Date (as defined below), the corresponding vested Restricted Stock Units entire Award shall be considered cancelled immediately forfeited with no compensation due to the undersigned (including, without limitation, if at any time following the undersigned’s termination of Continuous Service and shall be prior to the Settlement Date, the Board determines that grounds to terminate the undersigned’s Continuous Service for Cause existed as the time of no further force or effectsuch termination). Each of the Fixed Settlement Date and the Alternative Settlement Date are sometimes referred to herein as the “Settlement Date. (c) Notwithstanding ” For the foregoingavoidance of doubt, if the Participant is a “specified employee” Release does not become non-revocable within the meaning of section 409A of the Code at the time of a Payment Event, if the Payment Event is a result of such Participant’s “separation from service” sixty (within the meaning of Section 409A of the Code60) as determined by the Corporation, other than due to such Participant’s death, then any fully vested Restricted Stock Units will be settled within 30 days following the date which is six (6) months and one (1) day following Settlement Date, the date of undersigned shall forfeit the Participant’s “separation from service.” (d) Prior to the settlement of any fully vested Restricted Stock Units, such Restricted Stock Units will represent Award. The Award represents an unfunded and unsecured obligation promise on behalf of the Corporation, payable only Company. The right of any Participant to receive settlement of the Award from the Company shall be no greater than the right of any general assets unsecured creditor of the Corporation to the extent and under the terms set forth in this AgreementCompany or any Affiliate.