Common use of Form and Time of Payment Clause in Contracts

Form and Time of Payment. The Restricted Stock Units shall be payable on the applicable payment date (each, a “Payment Date”) as provided in this Section 4: • The Payment Date for Restricted Stock Units vesting pursuant to Section 2(a) shall be a date selected by the Company that is no later than five business days after the third anniversary of the Grant Date. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock as of the business day immediately preceding the third anniversary of the Grant Date, times (ii) the number of Restricted Stock Units then vesting. • The Payment Date for Restricted Stock Units vesting pursuant to Section 2(b) shall be the closing date of the Qualifying Change of Control. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock as of the business day immediately preceding the closing date of the Qualifying Change of Control, times (ii) the number of Restricted Stock Units then vesting. • The Payment Date for Restricted Stock Units vesting pursuant to Sections 2(c) and 2(d) shall be a date selected by the Company that is: (i) if a Qualifying Termination under the circumstances described in clause (i) of Section 3(a) above, no later than five business days after such Qualifying Termination (or no later than five business days after any release of claims required under Section 3(a) becomes effective), or (ii) if a qualifying resignation under the circumstances described in clause (ii) of Section 3(a) above, as soon as reasonably practicable after such qualifying resignation (or no later than five business days after any release of claims required under Section 3(a) becomes effective), or (iii) if a Qualifying Termination under the circumstances described Section 3(b) above, no later than five business days after the release of claims becomes effective. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock as of the last business day of the month preceding the date of the applicable employment termination, times (ii) the number of Restricted Stock Units then vesting. Notwithstanding the foregoing, the Committee may determine, in its discretion and for any reason, that the Restricted Stock Units will be paid in whole or in part in shares of Common Stock. If Grantee receives payment in the form of Common Stock, such awards shall be paid on the Payment Date, in whole or in part, in shares of Common Stock, equal to one share of Common Stock times the number of Restricted Stock Units then vesting (or portion thereof determined by the Committee). Except as provided in Section 3(a), if Grantee’s position within the Company or an Affiliate changes to a position which is not eligible for long-term incentive awards, as determined by the Company’s Chief Human Resources Officer (or if Grantee is an executive officer of the Company, as determined by the Committee), all unvested Restricted Stock Units will immediately be forfeited without further consideration or any act or action by Grantee.

Form and Time of Payment. The Restricted Stock Confirmed Performance Share Units shall be payable on the applicable payment date (each, a “Payment Date”) as provided in this Section 4: • The Payment Date for Restricted Stock Confirmed Performance Share Units vesting pursuant to Section 2(a) shall be a date selected by the Company that is no later than five business 60 days after the third anniversary of the Grant DateJanuary 1, 2018. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock as of on the last business day immediately preceding the third anniversary of the Grant Date2017, times (ii) the number of Restricted Stock Confirmed Performance Share Units then vesting. • The Payment Date for Restricted Stock Confirmed Performance Share Units vesting pursuant to Section 2(b) shall be a date selected by the Company that is no later than 60 days after January 1, 2019. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock on the last business day of 2018, times (ii) the number of Confirmed Performance Share Units then vesting. • The Payment Date for Confirmed Performance Share Units vesting pursuant to Section 2(c) shall be the closing date of the Qualifying Change of Control. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock as of on the business day immediately preceding the closing date of the Qualifying Change of Control, times (ii) the number of Restricted Stock Confirmed Performance Share Units then vesting. • The Payment Date for Restricted Stock Confirmed Performance Share Units vesting pursuant to Sections 2(c2(d) and 2(d2(e) shall be a date selected by the Company that is: (i) if a Qualifying Termination under the - - circumstances described in clause (i) of Section 3(a) above, no later than five business 60 days after such Qualifying Termination (or no later than five business days after provided that any release of claims required under Section 3(a) becomes has become effective), or (ii) if a qualifying resignation under the circumstances described in clause (ii) of Section 3(a) above, as soon as reasonably practicable no later than 60 days after such qualifying resignation (or no later than five business days after provided that any release of claims required under Section 3(a) becomes has become effective), or (iii) if a Qualifying Termination under the circumstances described in Section 3(b) above, no later than five business 30 days after the release of claims becomes effective. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock as of the last business day of the month preceding the date of the applicable employment termination, times (ii) the number of Restricted Stock Confirmed Performance Share Units then vesting. • Such other date as may be otherwise provided under any written employment-related agreement with Grantee (including any confidentiality, non-solicitation, non-competition, change of control or similar agreement). Notwithstanding the foregoing, the Committee may determine, in its discretion and for any reason, that the Restricted Stock Confirmed Performance Share Units will be paid in whole or in part in shares of Common Stock. If Grantee receives payment in the form of Common Stock, such awards shall be paid on the Payment Date, in whole or in part, in shares of Common Stock, equal to one share of Common Stock times the number of Restricted Stock Confirmed Performance Share Units then vesting (or portion thereof determined by the Committee). Except as provided in Section 3(a), if Grantee’s position within the Company or an Affiliate changes to a position which is not eligible for long-term incentive awards, as determined by the Company’s Chief Human Resources Officer (or if Grantee is an executive officer of the Company, as determined by the Committee), all unvested Restricted Stock Units will immediately be forfeited without further consideration or any act or action by Grantee.

Form and Time of Payment. The Restricted Stock Confirmed Performance Share Units shall be payable on the applicable payment date (each, a “Payment Date”) as provided in this Section 4: • The Payment Date for Restricted Stock Confirmed Performance Share Units vesting pursuant to Section 2(a) shall be a date selected by the Company that is no later than five business sixty (60) days after the third anniversary of the Grant DateJanuary 1, 2019. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock as of on the last business day immediately preceding the third anniversary of the Grant Date2018, times (ii) the number of Restricted Stock Confirmed Performance Share Units then vesting. • The Payment Date for Restricted Stock Confirmed Performance Share Units vesting pursuant to Section 2(b) shall be a date selected by the Company that is no later than sixty (60) days after January 1, 2020. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock on the last business day of 2019, times (ii) the number of Confirmed Performance Share Units then vesting. • The Payment Date for Confirmed Performance Share Units vesting pursuant to Section 2(c) shall be the closing date of the Qualifying Change of Control. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock as of on the business day immediately preceding the closing date of the Qualifying Change of Control, times (ii) the number of Restricted Stock Confirmed Performance Share Units then vesting. • The Payment Date for Restricted Stock Confirmed Performance Share Units vesting pursuant to Sections 2(c2(d) and 2(d2(e) shall be a date selected by the Company that is: (i) if a Qualifying Termination under the circumstances described in clause (i) of Section 3(a) above, is no later than five business sixty (60) days after such Qualifying Termination (or no later than five business days after the termination of Grantee’s employment, provided that any release of claims required under Section 3(a) becomes effective), or (ii) if a qualifying resignation under the circumstances described in clause (ii) of Section 3(a) above, as soon as reasonably practicable after such qualifying resignation (or no later than five business days after any release of claims required under Section 3(a) becomes effective), or (iii) if a Qualifying Termination under the circumstances described Section 3(b) above, no later than five business days after the release of claims becomes has become effective. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock as of the last business day of the month preceding the date of the applicable employment termination, times (ii) the number of Restricted Stock Confirmed Performance Share Units then vesting. • Such other date as may be otherwise provided under any written employment-related agreement with Grantee (including any confidentiality, non-solicitation, non-competition, change of control or similar agreement). Notwithstanding the foregoing, the Committee may determine, in its discretion and for any reason, that the Restricted Stock Confirmed Performance Share Units will be paid in whole or in part in shares of Common Stock. If Grantee receives payment in the form of Common Stock, such awards shall be paid on the Payment Date, in whole or in part, in shares of Common Stock, equal to one share of Common Stock times the number of Restricted Stock Confirmed Performance Share Units then vesting (or portion thereof determined by the Committee). Except as provided in Section 3(a), if Grantee’s position within the Company or an Affiliate changes to a position which is not eligible for long-term incentive awards, as determined by the Company’s Chief Human Resources Officer (or if Grantee is an executive officer of the Company, as determined by the Committee), all unvested Restricted Stock Units will immediately be forfeited without further consideration or any act or action by Grantee.

Form and Time of Payment. The Restricted Stock Units shall be payable on the applicable payment date (each, a “Payment Date”) as provided in this Section 4: • The Payment Date for Restricted Stock Units vesting pursuant to Section 2(a) shall be a date selected by the Company that is no later than five business days after the third anniversary of the Grant Date. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock as of the business day immediately preceding the third anniversary of the Grant Date, times (ii) the number of Restricted Stock Units then vesting. • The Payment Date for Restricted Stock Units vesting pursuant to Section 2(b) shall be the closing date of the Qualifying Change of Control. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock as of the business day immediately preceding the closing date of the Qualifying Change of Control, times (ii) the number of Restricted Stock Units then vesting. • The Payment Date for Restricted Stock Units vesting pursuant to Sections 2(c) and 2(d) shall be a date selected by the Company that is: (i) if a Qualifying Termination under the circumstances described in clause (i) of Section 3(a) above, is no later than five business sixty (60) days after such Qualifying Termination (or no later than five business days after the termination of Grantee’s employment, provided that any release of claims required under Section 3(a) becomes effective), or (ii) if a qualifying resignation under the circumstances described in clause (ii) of Section 3(a) above, as soon as reasonably practicable after such qualifying resignation (or no later than five business days after any release of claims required under Section 3(a) becomes effective), or (iii) if a Qualifying Termination under the circumstances described Section 3(b) above, no later than five business days after the release of claims becomes has become effective. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock as of the last business day of the month preceding the date of the applicable employment termination, times (ii) the number of Restricted Stock Units then vesting. • Such other date as may be otherwise provided under any written employment – related agreement with Grantee (including any confidentiality, non-solicitation, non-competition, change of control or similar agreement). Notwithstanding the foregoing, the Committee may determine, in its discretion and for any reason, that the Restricted Stock Units will be paid in whole or in part in shares of Common Stock. If Grantee receives payment in the form of Common Stock, such awards shall be paid on the Payment Date, in whole or in part, in shares of Common Stock, equal to one share of Common Stock times the number of Restricted Stock Units then vesting (or portion thereof determined by the Committee). Except as provided in Section 3(a), if Grantee’s position within the Company or an Affiliate changes to a position which is not eligible for long-term incentive awards, as determined by the Company’s Chief Human Resources Officer (or if Grantee is an executive officer of the Company, as determined by the Committee), all unvested Restricted Stock Units will immediately be forfeited without further consideration or any act or action by Grantee.

Form and Time of Payment. The Restricted Stock Confirmed Performance Share Units shall be payable on the applicable payment date (each, a “Payment Date”) as provided in this Section 4: • The Payment Date for Restricted Stock Confirmed Performance Share Units vesting pursuant to Section 2(a) shall be a date selected by the Company that is no later than five business 60 days after the third anniversary of the Grant DateJanuary 1, 2018. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock as of on the last business day immediately preceding the third anniversary of the Grant Date2017, times (ii) the number of Restricted Stock Confirmed Performance Share Units then vesting. • The Payment Date for Restricted Stock Confirmed Performance Share Units vesting pursuant to Section 2(b) shall be a date selected by the Company that is no later than 60 days after January 1, 2019. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock on the last business day of 2018, times (ii) the number of Confirmed Performance Share Units then vesting. • The Payment Date for Confirmed Performance Share Units vesting pursuant to Section 2(c) shall be the closing date of the Qualifying Change of Control. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock as of on the business day immediately preceding the closing date of the Qualifying Change of Control, times (ii) the number of Restricted Stock Confirmed Performance Share Units then vesting. • The Payment Date for Restricted Stock Confirmed Performance Share Units vesting pursuant to Sections 2(c2(d) and 2(d2(e) shall be a date selected by the Company that is: (i) if a Qualifying Termination under the circumstances described in clause (i) of Section 3(a) above, no later than five business 60 days after such Qualifying Termination (or no later than five business days after provided that any release of claims required under Section 3(a) becomes has become effective), or (ii) if a qualifying resignation under the circumstances described in clause (ii) of Section 3(a) above, as soon as reasonably practicable no later than 60 days after such qualifying resignation (or no later than five business days after provided that any release of claims required under Section 3(a) becomes has become effective), or (iii) if a Qualifying Termination under the circumstances described in Section 3(b) above, no later than five business 30 days after the release of claims becomes effective. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock as of the last business day of the month preceding the date of the applicable employment termination, times (ii) the number of Restricted Stock Confirmed Performance Share Units then vesting. • Such other date as may be otherwise provided under any written employment-related agreement with Grantee (including any confidentiality, non-solicitation, non-competition, change of control or similar agreement). Notwithstanding the foregoing, the Committee may determine, in its discretion and for any reason, that the Restricted Stock Confirmed Performance Share Units will be paid in whole or in part in shares of Common Stock. If Grantee receives payment in the form of Common Stock, such awards shall be paid on the Payment Date, in whole or in part, in shares of Common Stock, equal to one share of Common Stock times the number of Restricted Stock Confirmed Performance Share Units then vesting (or portion thereof determined by the Committee). Except as provided in Section 3(a), if Grantee’s position within the Company or an Affiliate changes to a position which is not eligible for long-term incentive awards, as determined by the Company’s Chief Human Resources Officer (or if Grantee is an executive officer of the Company, as determined by the Committee), all unvested Restricted Stock Units will immediately be forfeited without further consideration or any act or action by Grantee.

Form and Time of Payment. The Restricted Stock Confirmed Performance Share Units shall be payable on the applicable payment date (each, a “Payment Date”) as provided in this Section 4: • The Payment Date for Restricted Stock Confirmed Performance Share Units vesting pursuant to Section 2(a) shall be a date selected by the Company that is no later than five business 60 days after the third anniversary of the Grant DateJanuary 1, 2017. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock as of on the last business day immediately preceding the third anniversary of the Grant Date2016, times (ii) the number of Restricted Stock Confirmed Performance Share Units then vesting. • The Payment Date for Restricted Stock Confirmed Performance Share Units vesting pursuant to Section 2(b) shall be a date selected by the Company that is no later than 60 days after January 1, 2018. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock on the last business day of 2017, times (ii) the number of Confirmed Performance Share Units then vesting. • The Payment Date for Confirmed Performance Share Units vesting pursuant to Section 2(c) shall be the closing date of the Qualifying Change of Control. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock as of on the business day immediately preceding the closing date of the Qualifying Change of Control, times (ii) the number of Restricted Stock Confirmed Performance Share Units then vesting. • The Payment Date for Restricted Stock Confirmed Performance Share Units vesting pursuant to Sections 2(c2(d) and 2(d2(e) shall be a date selected by the Company that is: (i) if a Qualifying Termination under the circumstances described in clause (i) of Section 3(a) above, no later than five business 60 days after such Qualifying Termination (or no later than five business days after any release of claims required under Section 3(a) becomes effective)Termination, or (ii) if a qualifying resignation under the circumstances described in clause (ii) of Section 3(a) above, as soon as reasonably practicable no later than 60 days after such qualifying resignation (or no later than five business days after any release of claims required under Section 3(a) becomes effective)resignation, or (iii) if a Qualifying Termination under the circumstances described in Section 3(b) above, no later than five business 30 days after the release of claims becomes effective. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock as of the last business day of the month preceding the date of the applicable employment termination, times (ii) the number of Restricted Stock Confirmed Performance Share Units then vesting. Notwithstanding the foregoing, the Committee may determine, in its discretion and for any reason, that the Restricted Stock Confirmed Performance Share Units will be paid in whole or in part in shares of Common Stock. If Grantee receives payment in the form of Common Stock, such awards shall be paid on the Payment Date, in whole or in part, in shares of Common Stock, equal to one share of Common Stock times the number of Restricted Stock Confirmed Performance Share Units then vesting (or portion thereof determined by the Committee). Except as provided in Section 3(a), if Grantee’s position within the Company or an Affiliate changes to a position which is not eligible for long-term incentive awards, as determined by the Company’s Chief Human Resources Officer (or if Grantee is an executive officer of the Company, as determined by the Committee), all unvested Restricted Stock Units will immediately be forfeited without further consideration or any act or action by Grantee.

Form and Time of Payment. The Restricted Stock Confirmed Performance Share Units shall be payable on the applicable payment date (each, a “Payment Date”) as provided in this Section 4: • The Payment Date for Restricted Stock Confirmed Performance Share Units vesting pursuant to Section 2(a) shall be a date selected by the Company that is no later than five business 60 days after the third anniversary of the Grant DateJanuary 1, 2017. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock as of on the last business day immediately preceding the third anniversary of the Grant Date2016, times (ii) the number of Restricted Stock Confirmed Performance Share Units then vesting. • The Payment Date for Restricted Stock Confirmed Performance Share Units vesting pursuant to Section 2(b) shall be a date selected by the Company that is no later than 60 days after January 1, 2018. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock on the last business day of 2017, times (ii) the number of Confirmed Performance Share Units then vesting. • The Payment Date for Confirmed Performance Share Units vesting pursuant to Section 2(c) shall be the closing date of the Qualifying Change of Control. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock as of on the business day immediately preceding the closing date of the Qualifying Change of Control, times (ii) the number of Restricted Stock Confirmed Performance Share Units then vesting. • The Payment Date for Restricted Stock Confirmed Performance Share Units vesting pursuant to Sections 2(c2(d) and 2(d2(e) shall be a date selected by the Company that is: (i) if a Qualifying Termination under the circumstances described in clause (i) of Section 3(a) above, no later than five business 60 days after such Qualifying Termination (or no later than five business days after any release of claims required under Section 3(a) becomes effective)Termination, or (ii) if a qualifying resignation under the circumstances described in clause (ii) of Section 3(a) above, as soon as reasonably practicable no later than 60 days after such qualifying resignation (or no later than five business days after any release of claims required under Section 3(a) becomes effective)resignation, or (iii) if a Qualifying Termination under the circumstances described in Section 3(b) above, no later than five business 30 days after the release of claims becomes effective. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock as of the last business day of the month preceding the date of the applicable employment termination, times (ii) the number of Restricted Stock Confirmed Performance Share Units then vesting. - - Notwithstanding the foregoing, the Committee may determine, in its discretion and for any reason, that the Restricted Stock Confirmed Performance Share Units will be paid in whole or in part in shares of Common Stock. If Grantee receives payment in the form of Common Stock, such awards shall be paid on the Payment Date, in whole or in part, in shares of Common Stock, equal to one share of Common Stock times the number of Restricted Stock Confirmed Performance Share Units then vesting (or portion thereof determined by the Committee). Except as provided in Section 3(a), if Grantee’s position within the Company or an Affiliate changes to a position which is not eligible for long-term incentive awards, as determined by the Company’s Chief Human Resources Officer (or if Grantee is an executive officer of the Company, as determined by the Committee), all unvested Restricted Stock Units will immediately be forfeited without further consideration or any act or action by Grantee.