Common use of Issuance and Distribution Clause in Contracts

Issuance and Distribution. 2.1 Subject to the terms and conditions of this Agreement, and except as otherwise provided in Section 2.2 or Section 4, Restricted Stock Units will be settled and paid in Shares issued to the Participant (to the extent not previously settled) on the applicable Vesting Date, or if the applicable Vesting Date is not a business day, on the immediately following business day, or as soon as reasonably practicable but in no event later than the 15th day of the third month following such date, subject to the Participant’s satisfaction of all applicable income and employment withholding taxes; provided, however, that the Participant shall not be permitted to designate the taxable year of payment. 2.2 Notwithstanding any other provision of this Agreement, in the event of a Change in Control, as defined in Section 16 of the Plan, the Restricted Stock Units (to the extent not previously vested or forfeited) will be deemed to have vested, and will be settled, on the closing date of the Change in Control transaction (the “CiC Payment Date”); provided, however, in the event of a Change in Control, Restricted Stock Units may, in the Committee’s discretion, be settled in cash and/or securities or other property.1 2.3 The Participant is required to hold, and not sell, transfer or otherwise dispose of fifty percent (50%) of the Shares issued to the Participant following the vesting of the Restricted Stock Units (after accounting for the payment of any related taxes in connection with the vesting of the Restricted Stock Units) until the earlier of (i) ten (10) years from the Grant Date; or (ii) the Participant’s attainment of age sixty-two (62).

Issuance and Distribution. 2.1 1.1 Subject to the terms and conditions of this Agreement, and except as otherwise provided in Section 2.2 or Section 4, Restricted Stock Units will be settled and paid in Shares issued to the Participant (to the extent not previously settled) on the applicable Vesting Date, or if the applicable Vesting Date is not a business day, on the immediately following business day, or as soon as reasonably practicable but in no event later than the 15th day of the third month following such date, subject to the Participant’s satisfaction of all applicable income and employment withholding taxes; provided, however, that the Participant shall not be permitted to designate the taxable year of payment. 2.2 1.2 Notwithstanding any other provision of this Agreement, in the event of a Change in Control, as defined in Section 16 of the Plan, the Restricted Stock Units (to the extent not previously vested or forfeited) will be deemed to have vested, and will be settled, on the closing date of the Change in Control transaction (the “CiC Payment Date”); provided, however, in the event of a Change in Control, Restricted Stock Units may, in the Committee’s discretion, be settled in cash and/or securities or other property.1 2.3 1.3 The Participant is required to hold, and not sell, transfer or otherwise dispose of fifty percent (50%) of the Shares issued to the Participant following the vesting of the Restricted Stock Units (after accounting for the payment of any related taxes in connection with the vesting of the Restricted Stock Units) until the earlier of (i) ten (10) years from the Grant Date; or (ii) the Participant’s attainment of age sixty-two (62). 1 For the avoidance of doubt, the sale of any Affiliate of the Company shall not constitute a Change in Control for purposes of this Agreement.

Issuance and Distribution. 2.1 a. Subject to the terms and conditions of this Agreement, and except as otherwise provided in Section 2.2 or Section 4, Restricted Stock Units will be settled and paid in Shares issued to the Participant (to the extent not previously settled) on the applicable Vesting Date, or if the applicable Vesting Date is not a business day, on the immediately following business day, or as soon as reasonably practicable but in no event later than the 15th day of the third month following such date, subject to the Participant’s satisfaction of all applicable income and employment withholding taxes; provided, however, that the Participant shall not be permitted to designate the taxable year of payment. 2.2 b. Notwithstanding any other provision of this Agreement, in the event of a Change in Control, as defined in Section 16 of the Plan, the Restricted Stock Units (to the extent not previously vested or forfeited) will be deemed to have vested, and will be settled, on the closing date of the Change in Control transaction (the “CiC Payment Date”); provided, however, in the event of a Change in Control, Restricted Stock Units may, in the Committee’s discretion, be settled in cash and/or securities or other property.1 2.3 c. [The Participant is required to hold, and not sell, transfer or otherwise dispose of fifty percent (50%) of the Shares issued to the Participant following the vesting of the Restricted Stock Units (after accounting for the payment of any related taxes in connection with the vesting of the Restricted Stock Units) until the earlier of (i) ten (10) years from the Grant Date; or (ii) the Participant’s attainment of age sixty-two (62).. [Note: For VPs and above only]]

Issuance and Distribution. 2.1 1.1 Subject to the terms and conditions of this Agreement, and except as otherwise provided in Section 2.2 or Section 4, Restricted Stock Units will be settled and paid in Shares issued to the Participant (to the extent not previously settled) on the applicable Vesting Date, or if the applicable Vesting Date is not a business day, on the immediately following business day, or as soon as reasonably practicable but in no event later than the 15th day of the third month following such date, subject to the Participant’s satisfaction of all applicable income and employment withholding taxes; provided, however, that the Participant shall not be permitted to designate the taxable year of payment. 2.2 1.2 Notwithstanding any other provision of this Agreement, in the event of a Change in Control, as defined in Section 16 of the Plan, the Restricted Stock Units (to the extent not previously vested or forfeited) will be deemed to have vested, and and, if the Change in Control qualifies as a “Change in Control” event within the meaning of Treas. Reg. Section 1.409A-3(i)(5)(i) with respect to the Company, will be settled, on the closing date of the Change in Control transaction (the “CiC Payment Date”); provided, however, in the event of a Change in Control, Restricted Stock Units may, in the Committee’s discretion, be settled in cash and/or securities or other property.1 2.3 1.3 The Participant is required to hold, and not sell, transfer or otherwise dispose of fifty percent (50%) of the Shares issued to the Participant following the vesting of the Restricted Stock Units (after accounting for the payment of any related taxes in connection with the vesting of the Restricted Stock Units) until the earlier of (i) ten (10) years from the Grant Date; or (ii) the Participant’s attainment of age sixty-two (62). 1 For the avoidance of doubt, the sale of any Affiliate of the Company shall not constitute a Change in Control for purposes of this Agreement.

Issuance and Distribution. 2.1 Subject to the terms and conditions of this Agreement, and except as otherwise provided in Section 2.2 or Section 4, Restricted Stock Units will be settled and paid in Shares issued to the Participant (to the extent not previously settled) on the applicable Vesting Date, or if the applicable Vesting Date is not a business day, on the immediately following business day, or as soon as reasonably practicable but in no event later than the 15th day of the third month following such date, subject to the Participant’s satisfaction of all applicable income and employment withholding taxes; provided, however, that the Participant shall not be permitted to designate the taxable year of payment. 2.2 Notwithstanding any other provision of this Agreement, in the event of a Change in Control, as defined in Section 16 of the Plan, the Restricted Stock Units (to the extent not previously vested or forfeited) will be deemed to have vested, and and, if the Change in Control qualifies as a “Change in Control” event within the meaning of Treas. Reg. Section 1.409A-3(i)(5)(i) with respect to the Company, will be settled, on the closing date of the Change in Control transaction (the “CiC Payment Date”); provided, however, in the event of a Change in Control, Restricted Stock Units may, in the Committee’s discretion, be settled in cash and/or securities or other property.1 2.3 The Participant is required to hold, and not sell, transfer or otherwise dispose of fifty percent (50%) of the Shares issued to the Participant following the vesting of the Restricted Stock Units (after accounting for the payment of any related taxes in connection with the vesting of the Restricted Stock Units) until the earlier of (i) ten (10) years from the Grant Date; or (ii) the Participant’s attainment of age sixty-two (62).

Issuance and Distribution. 2.1 Subject to the terms and conditions of this Agreement, and except as otherwise provided in Section 2.2 or Section 4, Restricted Stock Units will be settled and paid in Shares issued to the Participant (to the extent not previously settled) on the applicable Vesting Date, or if the applicable Vesting Date is not a business day, on the immediately following business day, or as soon as reasonably practicable but in no event later than the 15th day of the third month following such date, subject to the Participant’s satisfaction of all applicable income and employment withholding taxes; provided, however, that the Participant shall not be permitted to designate the taxable year of payment. 2.2 Notwithstanding any other provision of this Agreement, in the event of a Change in Control, as defined in Section 16 of the Plan, the Restricted Stock Units (to the extent not previously vested or forfeited) will be deemed to have vested,, and will be settled, on the closing date of the Change in Control transaction (the “CiC Payment Date”); provided, however, in the event of a Change in Control, Restricted Stock Units may, in the Committee’s discretion, be settled in cash and/or securities or other property.1property. 2.3 The Participant is required to hold, and not sell, transfer or otherwise dispose of fifty percent (50%) of the Shares issued to the Participant following the vesting of the Restricted Stock Units (after accounting for the payment of any related taxes in connection with the vesting of the Restricted Stock Units) until the earlier of (i) ten (10) years from the Grant Date; or (ii) the Participant’s attainment of age sixty-two (62).

Issuance and Distribution. 2.1 a. Subject to the terms and conditions of this Agreement, and except as otherwise provided in Section 2.2 or Section 4, Restricted Stock Units will be settled and paid in Shares issued to the Participant (to the extent not previously settled) on the applicable Vesting Date, or if the applicable Vesting Date is not a business day, on the immediately following business day, or as soon as reasonably practicable but in no event later than the 15th day of the third month following such date, subject to the Participant’s satisfaction of all applicable income and employment withholding taxes; provided, however, that the Participant shall not be permitted to designate the taxable year of payment. 2.2 b. Notwithstanding any other provision of this Agreement, in the event of a Change in Control, as defined in Section 16 of the Plan, the Restricted Stock Units (to the extent not previously vested or forfeited) will be deemed to have vested, and and, if the Change in Control qualifies as a “Change in Control” event within the meaning of Treas. Reg. Section 1.409A-3(i)(5)(i) with respect to the Company, will be settled, on the closing date of the Change in Control transaction (the “CiC Payment Date”); provided, however, in the event of a Change in Control, Restricted Stock Units may, in the Committee’s discretion, be settled in cash and/or securities or other property.1 2.3 c. The Participant is required to hold, and not sell, transfer or otherwise dispose of fifty percent (50%) of the Shares issued to the Participant following the vesting of the Restricted Stock Units (after accounting for the payment of any related taxes in connection with the vesting of the Restricted Stock Units) until the earlier of (i) ten (10) years from the Grant Date; or (ii) the Participant’s attainment of age sixty-two (62).