Form and Time of Payment of Performance Shares. Payment of any Performance Shares that become earned as set forth herein will be made in the form of Common Shares. Except as otherwise provided in Section 3, payment will be made as soon as practicable after the end of the Performance Period, or any earlier event that causes the Performance Shares to be earned, and the determination by the Board of the level of attainment of Total Stockholder Return, but, subject to Section 10 below, in no event shall such payment occur later than two and one-half months after the end of the Performance Period or such earlier event occurs. Upon and after payment of any Performance Shares pursuant to this Section 6, such Performance Shares shall not be considered to be outstanding. Notwithstanding the foregoing, if the event that causes the Performance Shares to be earned is a Change in Control that does not constitute a change of control for purposes of Section 409A of the Code, then to the extent necessary to comply with Section 409A of the Code, payment will be made on the next date or event under the Agreement that constitutes a permissible payment date or event under Code Section 409A. To the extent that the Company or any Subsidiary is required to withhold any federal, state, local or foreign tax in connection with the payment of earned Performance Shares pursuant to this Agreement, it shall be a condition to the receipt of such Performance Shares that the Grantee make arrangements satisfactory to the Company or such Subsidiary for payment of such taxes required to be withheld, which may include by having the Company withhold Common Shares otherwise payable pursuant to this award.
Form and Time of Payment of Performance Shares. Payment of any performance shares that become earned as set forth herein will be made in the form of Common Shares. Except as otherwise provided in Sections 3 and 4, payment will be made as soon as practicable after the end of the Performance Period and the determination by the Board of the level of attainment of Total Stockholder Return, but in no event shall such payment occur later than two and one-half months after the end of the Performance Period. Performance shares will be forfeited if they are not earned at the end of the Performance Period and, except as otherwise provided in this Agreement, if the Grantee ceases to be employed by the Company or a Subsidiary at any time prior to such performance shares becoming earned at the end of the Performance Period. To the extent that the Company or any Subsidiary is required to withhold any federal, state, local or foreign tax in connection with the payment of earned performance shares pursuant to this Agreement, it USG Corporation — Performance Shares Agreement shall be a condition to the receipt of such performance shares that the Grantee make arrangements satisfactory to the Company or such Subsidiary for payment of such taxes required to be withheld, which may include by having the Company withhold Common Shares otherwise payable pursuant to this award.
Form and Time of Payment of Performance Shares. Payment of any performance shares that become earned as set forth herein will be made in the form of Common Shares. Except as otherwise provided in Section 3, payment will be made as soon as practicable after the end of the Performance Period and the determination by the Board of the level of attainment of Total Stockholder Return, but in no event shall such payment occur later than two and one-half months after the end of the Performance Period. Performance shares will be forfeited if they are not earned at the end of the Performance Period and, except as otherwise provided in this Agreement, if the Grantee ceases to be employed by the Company or a Subsidiary at any time prior to such performance shares becoming earned at the end of the Performance Period. To the extent that the Company or any Subsidiary is required to withhold any federal, state, local or foreign tax in connection with the payment of earned performance shares pursuant to this Agreement, it shall be a condition to the receipt of such performance shares that the Grantee make arrangements satisfactory to the Company or such Subsidiary for payment of such taxes required to be withheld, which may include by having the Company withhold Common Shares otherwise payable pursuant to this award.
Form and Time of Payment of Performance Shares. Payment of any Performance Shares that are earned as set forth herein will be made in the form of Common Shares. Payment will be made on the date that the Performance Shares are earned pursuant to Section 2 or 3, as applicable. Notwithstanding the preceding sentence, if the event triggering the right to payment under Sections 3(a) or 3(b) does not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then notwithstanding anything herein to the contrary, payment of the Performance Shares earned under Section 3(a) or 3(b) will be made to Grantee, to the extent necessary to comply with Section 409A of the Code, on the earlier of (a) the date on which payment of the Performance Shares would otherwise be made under this Agreement (to the extent it constitutes a permitted distribution event); or (b) Grantee’s death. If Grantee is a “specified employee” (within the meaning of Section 409A of the Code and using the identification methodology selected by the Company from time to time) and the Company makes a good faith determination that a payment made pursuant to this Agreement is considered to be a “deferral of compensation” (as such phrase is defined for purposes of Section 409A of the Code) that is payable upon Grantee’s “separation from service” (within the meaning of Section 409A of the Code), then the payment date for such payment shall be the date that is the first business day of the seventh month after the date of Grantee’s “separation from service” with the Company or a subsidiary (determined in accordance with Section 409A of the Code). Each payment under this Agreement shall be considered a separate payment and not one of a series of payments for purposes of Section 409A of the Code.
Form and Time of Payment of Performance Shares
