Common use of Payment of Performance Share Units Clause in Contracts

Payment of Performance Share Units. Payment of Performance Share units subject to this Award shall be made to the Grantee in a single lump sum payment as soon as practicable following the time such Performance Share units become vested in accordance with Section 2 prior to their expiration but in no event later than thirty (30) days following such vesting event and in no event later than the end of the third calendar year following the year of the Date of Grant, except to the extent deferred by the Grantee in accordance with such procedures as the Committee, or its designee, may prescribe that comply with the requirements of Code Section 409A, or any Canadian law equivalent, if applicable. Any deferral of Performance Share units hereunder shall apply to both payment of Performance Share units and the related tandem Dividend Equivalents. Payment shall be subject to withholding for taxes. Payment shall be in the form of one (1) share of Common Stock for each full vested Performance Share unit, and any fractional vested Performance Share unit shall be rounded up to the next whole share for purposes of both vesting under Section 2 and payment under this Section 6. Notwithstanding the foregoing, the number of shares of Common Stock that would otherwise be paid (valued at Fair Market Value on the date the respective Performance Share units became vested) shall be reduced by the Committee, or its delegatee, in its sole discretion, to fully satisfy any tax required to be withheld, unless the Company, or employing Subsidiary, as applicable, and the Grantee agree that such tax obligations will instead be satisfied by the Grantee timely tendering to the Company, or employing Subsidiary, as applicable, sufficient cash to satisfy such obligations and the Grantee does timely tender such cash. In the event that payment, after any such reduction in the number of shares of Common Stock to satisfy withholding for tax requirements, would be for less than ten (10) shares of Common Stock, then, if so determined by the Committee, or its delegatee, in its sole discretion, payment, instead of being made in shares of Common Stock, shall be made in a cash amount equal in value to the shares of Common Stock that would otherwise be paid, valued at Fair Market Value on the date the respective Performance Share units became vested. Payment of Performance Units under this Section 6 is intended to satisfy the short-term deferral exception to Code Section 409A.

Payment of Performance Share Units. Payment The number of Performance Share units subject to this Award shares of Common Stock earned hereunder shall be made to the Grantee in a single lump sum payment issued as soon as reasonably practicable following after the time such Performance Share units become vested in accordance with Section 2 prior to their expiration Vesting Date but in no event later than thirty (30) days following such vesting the Vesting Date, in the amount determined in accordance with Section 3; provided, however, in the event and that you separate from employment with the Company (a) pursuant to Section 4(b), the shares shall be issued in no event later than the form of a Restricted Stock Award within thirty (30) days following the end of the third calendar year following the year of the Date of Grant, except to the extent deferred by the Grantee in accordance with such procedures as the CommitteePerformance Period, or its designee(b) pursuant to Section 4(c), may prescribe that comply with the requirements shares of Code Section 409ACommon Stock shall be issued within thirty (30) days following your death or Disability. The issuance of shares of Common Stock, or any Canadian law equivalentthe Restricted Stock Award, if applicable. Any deferral of Performance Share units hereunder shall apply to both payment of Performance Share units and the related tandem Dividend Equivalents. Payment shall will be subject to withholding for taxesall applicable taxes and other payroll adjustments, as applicable. Payment The Committee’s determination of the amount payable shall be in binding upon you and your beneficiaries or estate. The value of such shares shall not bear any interest owing to the form passage of one (1) share time. The number of shares of Common Stock for each full vested payable will be rounded down to the nearest share. No fractional shares of Common Stock will be issued pursuant to this Agreement. Notwithstanding anything to the contrary in this Agreement, in no event may the number of shares of Common Stock (or, if applicable, Restricted Stock) payable to you pursuant to the half of the Performance Share unitUnits granted under this Award that are based on Total Shareholder Return have an aggregate Fair Market Value (determined as of the last day of the Performance Period or, and any fractional vested if sooner, the date of Planned Retirement, death or Disability) that exceeds the aggregate Fair Market Value on the Date of Grant of the number of shares of Common Stock underlying such half of the Performance Share unit shall be rounded up Units granted hereunder, multiplied by four (the “Maximum Value”). For the sake of clarity, this Maximum Value is calculated solely with respect to the next whole share for purposes half of both vesting under Section 2 and payment under the Performance Share Units subject to the TSR performance measure. In the event the aggregate Fair Market Value of the shares of Common Stock payable pursuant to this Section 6. Notwithstanding 5 (determined as of the foregoinglast day of the Performance Period or, if sooner, the date of Planned Retirement, death, or Disability) exceeds the Maximum Value with respect to the TSR half of this Award, the number of shares of Common Stock that would otherwise payable pursuant to this Section 5 will be paid (valued at reduced to a number of whole shares of Common Stock, the aggregate Fair Market Value on of which is equal to or less than the date the respective Performance Share units became vested) shall be reduced by the Committee, or its delegatee, in its sole discretion, to fully satisfy any tax required to be withheld, unless the Company, or employing Subsidiary, as applicable, and the Grantee agree that such tax obligations will instead be satisfied by the Grantee timely tendering Maximum Value relating to the Company, or employing Subsidiary, as applicable, sufficient cash to satisfy such obligations and TSR half of the Grantee does timely tender such cashAward. In the event that payment, after any such reduction in the number of shares of Common Stock is reduced pursuant to satisfy withholding for tax requirementsthis Section 5 but, would be for less than ten as of the Vesting Date (10) shares of Common Stock, thenor, if so determined by sooner, the Committeedate of Planned Retirement, death, or its delegateeDisability), in its sole discretion, payment, instead the aggregate Fair Market Value of being made in shares of Common Stock, shall be made in a cash amount equal in value to the shares of Common Stock payable to you pursuant to this agreement is less than the Maximum Value, the number of shares of Common Stock previously reduced pursuant to this Section 5 will become payable to you in accordance with this Section 5 but only to the extent that would otherwise be paid, valued at the aggregate Fair Market Value on as of the Vesting Date (or, if sooner, the date of Planned Retirement, death or Disability) does not exceed the respective Performance Share units became vested. Payment of Performance Units under this Section 6 is intended to satisfy the short-term deferral exception to Code Section 409A.Maximum Value.

Payment of Performance Share Units. Payment of Performance Share units Units subject to this Award shall be made to the Grantee in a single lump sum payment distribution as soon as practicable following the time such Performance Share units Units become vested in accordance with Section 2 prior to their expiration but in no event later than thirty (30) 30 days following such vesting event and in no event later than the end of the third calendar year following the year of the Date of Grantevent, except to the extent deferred by the Grantee in accordance with such procedures as the Committee, or its designee, may prescribe that comply complies with the requirements of Code Section 409A, or any Canadian law equivalent, if applicable. Any deferral of Performance Share units Units hereunder shall apply to both payment of Performance Share units Units and the related tandem Dividend Equivalents. Payment shall be subject to withholding for taxes. Payment shall be in the form of one (1) share of Common Stock for each full vested Performance Share unitUnit, and any fractional vested Performance Share unit Unit shall be rounded up to the next whole share for purposes of both vesting under Section 2 and payment under this Section 6. Notwithstanding the foregoing, to the extent Grantee fails to timely tender to the Company sufficient cash to satisfy withholding for tax requirements, such unsatisfied withholding shall be applied to reduce the number of shares of Common Stock that would otherwise be paid (valued at Fair Market Value on the date the respective Performance Share units Units became vested) shall be reduced by the Committee, or its delegatee, in its sole discretion, to fully satisfy any tax required to be withheld, unless the Company, or employing Subsidiary, as applicable, and the Grantee agree that such tax obligations will instead be satisfied by the Grantee timely tendering to the Company, or employing Subsidiary, as applicable, sufficient cash to satisfy such obligations and the Grantee does timely tender such cash). In the event that payment, after any such reduction in the number of shares of Common Stock to satisfy withholding for tax requirements, would be for less than ten (10) shares of Common Stock, then, if so determined by the Committee, or its delegatee, in its sole discretion, payment, instead of being made in shares of Common Stock, shall be made in a cash amount equal in value to the shares of Common Stock that would otherwise be paid, valued at Fair Market Value on the date the respective Performance Share units Units became vested. Payment of Performance Units under this Section 6 is intended to satisfy the short-term deferral exception to Code Section 409A..

Payment of Performance Share Units. Payment of Performance Share units subject to this Award shall be made to the Grantee in a single lump sum payment as soon as practicable following the time such Performance Share units become vested in accordance with Section 2 prior to their expiration but in no event later than thirty (30) days following such vesting event and in no event later than the end of the third calendar year following the year of the Date of Grant, except to the extent deferred by the Grantee in accordance with such procedures as the Committee, or its designee, may prescribe that comply with the requirements of Code Section 409A, or any Canadian law equivalent, if applicable. Any deferral of Performance Share units hereunder shall apply to both payment of Performance Share units and the related tandem Dividend Equivalents. Payment shall be subject to withholding for taxes. Payment shall be in the form of one (1) share of Common Stock for each full vested Performance Share unit, and any fractional vested Performance Share unit shall be 2016 Performance Award - Double Trigger - Stock 7 rounded up to the next whole share for purposes of both vesting under Section 2 and payment under this Section 6. Notwithstanding the foregoing, the number of shares of Common Stock that would otherwise be paid (valued at Fair Market Value on the date the respective Performance Share units became vested) shall be reduced by the Committee, or its delegatee, in its sole discretion, to fully satisfy any tax required to be withheld, unless the Company, or employing Subsidiary, as applicable, and the Grantee agree that such tax obligations will instead be satisfied by the Grantee timely tendering to the Company, or employing Subsidiary, as applicable, sufficient cash to satisfy such obligations and the Grantee does timely tender such cash. In the event that payment, after any such reduction in the number of shares of Common Stock to satisfy withholding for tax requirements, would be for less than ten (10) shares of Common Stock, then, if so determined by the Committee, or its delegatee, in its sole discretion, payment, instead of being made in shares of Common Stock, shall be made in a cash amount equal in value to the shares of Common Stock that would otherwise be paid, valued at Fair Market Value on the date the respective Performance Share units became vested. Payment of Performance Units under this Section 6 is intended to satisfy the short-term deferral exception to Code Section 409A..

Payment of Performance Share Units. Payment of Performance Share units subject to this Award shall be made to the Grantee in a single lump sum payment as soon as practicable following the time such Performance Share units become vested in accordance with Section 2 prior to their expiration but in no event later than thirty (30) days following such vesting event and in no event later than the end of the third calendar year following the year of the Date of Grant, except to the extent deferred by the Grantee in accordance with such procedures as the Committee, or its designee, may prescribe that comply with the requirements of Code Section 409A, or any Canadian law equivalent, if applicable. Any deferral of Performance Share units hereunder shall apply to both payment of Performance Share units and the related tandem Dividend Equivalents. Payment shall be subject to withholding for taxes. Payment shall be in the form of one (1) share of Common Stock for each full vested Performance Share unit, and any fractional vested Performance Share unit shall be rounded up to the next whole share for purposes of both vesting under Section 2 and payment under this Section 6. Notwithstanding the foregoing, the number of shares of Common Stock that would otherwise be paid (valued at Fair Market Value on the date the respective Performance Share units became vested) shall be reduced by the Committee, or its delegatee, in its sole discretion, to fully satisfy any tax required to be withheld, unless the Company, or employing Subsidiary, as applicable, and the Grantee agree that such tax obligations will instead be satisfied by the Grantee timely tendering to the Company, or employing Subsidiary, as applicable, sufficient cash to satisfy such obligations and the Grantee does timely tender such cash. In the event that payment, after any such reduction in the number of shares of Common Stock to satisfy withholding for tax requirements, would be for less than ten (10) shares of Common Stock, then, if so determined by the Committee, or its delegatee, in its sole discretion, payment, instead of being made in shares of Common Stock, shall be made in a cash amount equal in value to the shares of Common Stock that would otherwise be paid, 2014 Performance Award Agreement - Stock 7 valued at Fair Market Value on the date the respective Performance Share units became vested. Payment of Performance Units under this Section 6 is intended to satisfy the short-term deferral exception to Code Section 409A..

Payment of Performance Share Units. Payment of Performance Share units subject to this Award shall be made to the Grantee in a single lump sum payment as soon as practicable following the time such Performance Share units become vested in accordance with Section 2 prior to their expiration but in no event later than thirty (30) days following such vesting event and in no event later than the end of the third calendar year following the year of the Date of Grant, except to the extent deferred by the Grantee in accordance with such procedures as the Committee, or its designee, may prescribe that comply with the requirements of Code Section 409A, or any Canadian law equivalent, if applicable. Any deferral of Performance Share units hereunder shall apply to both payment of Performance Share units and the related tandem Dividend Equivalents. Payment shall be subject to withholding for taxes. Payment shall be in the form of one (1) share of Common Stock for each full vested Performance Share unit, and any fractional vested Performance Share unit shall be rounded up to the next whole share for purposes of both vesting under Section 2 and payment under this Section 6. Notwithstanding the foregoing, the number of shares of Common Stock that would otherwise be paid (valued at Fair Market Value on the date the respective Performance Share units became vested) shall be reduced by the Committee, or its delegatee, in its sole discretion, to fully satisfy any tax required to be withheld, unless the Company, or employing Subsidiary, as applicable, and the Grantee agree that such tax obligations will instead be satisfied by the Grantee timely tendering to the Company, or employing Subsidiary, as applicable, sufficient cash to satisfy such obligations and the Grantee does timely tender such cash. In the event that payment, after any such reduction in the number of shares of Common Stock to satisfy withholding for tax requirements, would be for less than ten (10) shares of Common Stock, then, if so determined by the Committee, or its delegatee, in its sole discretion, payment, instead of being made in shares of Common Stock, shall be made in a cash amount equal in value to the shares of Common Stock that would otherwise be paid, valued at Fair Market Value on the date the respective Performance Share units became vested. Payment of Performance Units under this Section 6 is intended to satisfy the short-term deferral exception to Code Section 409A..

Payment of Performance Share Units. Payment of Performance Share units subject to this Award shall be made to the Grantee in a single lump sum payment as soon as practicable following the time such Performance Share units become vested in accordance with Section 2 prior to their expiration but in no event later than thirty (30) days following such vesting event and in no event later than the end of the third calendar year following the year of the Date of Grant, except to the extent deferred by the Grantee in accordance with such procedures as the Committee, or its designee, may prescribe that comply with the requirements of Code Section 409A, or any Canadian law equivalent, if applicable. Any deferral of Performance Share units hereunder shall apply to both payment of Performance Share units and the related tandem Dividend Equivalents. Payment shall be subject to withholding for taxes. Payment shall be in the form of one (1) share of Common Stock for each full vested Performance Share unit, and any fractional vested Performance Share unit shall be rounded up to the next whole share for purposes of both vesting under Section 2 and payment under this Section 6. Notwithstanding the 2016 Performance Award - Stock 7 foregoing, the number of shares of Common Stock that would otherwise be paid (valued at Fair Market Value on the date the respective Performance Share units became vested) shall be reduced by the Committee, or its delegatee, in its sole discretion, to fully satisfy any tax required to be withheld, unless the Company, or employing Subsidiary, as applicable, and the Grantee agree that such tax obligations will instead be satisfied by the Grantee timely tendering to the Company, or employing Subsidiary, as applicable, sufficient cash to satisfy such obligations and the Grantee does timely tender such cash. In the event that payment, after any such reduction in the number of shares of Common Stock to satisfy withholding for tax requirements, would be for less than ten (10) shares of Common Stock, then, if so determined by the Committee, or its delegatee, in its sole discretion, payment, instead of being made in shares of Common Stock, shall be made in a cash amount equal in value to the shares of Common Stock that would otherwise be paid, valued at Fair Market Value on the date the respective Performance Share units became vested. Payment of Performance Units under this Section 6 is intended to satisfy the short-term deferral exception to Code Section 409A..

Payment of Performance Share Units. Payment of Performance Share units Units subject to this Award shall be made to the Grantee in a single lump sum payment as soon as practicable following the time such Performance Share units Units become vested in accordance with Section 2 prior to their expiration but in no event later than thirty (30) 30 days following such vesting event and in no event later than the end of the third calendar year following the year of the Date of Grantevent, except to the extent deferred by the Grantee in accordance with such procedures procedure as the Committee, or its designee, may prescribe that comply complies with the requirements of Code Section 409A, or any Canadian law equivalent, if applicable. Any deferral of Performance Share units hereunder shall apply to both payment of Performance Share units and the related tandem Dividend Equivalents. 409A. Payment shall be subject to withholding for taxes. Payment shall be in the form of one (1) share of Common Stock for each full vested Performance Share unitUnit, and any fractional vested Performance Share unit Unit shall be rounded up to the next whole share for purposes of both vesting under Section 2 and payment under this Section 6. Notwithstanding the foregoing, to the extent Grantee fails to timely tender to the Company sufficient cash to satisfy withholding for tax requirements, such unsatisfied withholding shall be applied to reduce the number of shares of Common Stock that would otherwise be paid (valued at Fair Market Value on the date the respective Performance Share units Units became vested) shall be reduced by the Committee, or its delegatee, in its sole discretion, to fully satisfy any tax required to be withheld, unless the Company, or employing Subsidiary, as applicable, and the Grantee agree that such tax obligations will instead be satisfied by the Grantee timely tendering to the Company, or employing Subsidiary, as applicable, sufficient cash to satisfy such obligations and the Grantee does timely tender such cash). In the event that payment, after any such reduction in the number of shares of Common Stock to satisfy withholding for tax requirements, would be for less than ten (10) shares of Common Stock, then, if so determined by the Committee, or its delegatee, in its sole discretion, payment, instead of being made in shares of Common Stock, shall be made in a cash amount equal in value to the shares of Common Stock that would otherwise be paid, valued at Fair Market Value on the date the respective Performance Share units Units became vested. Payment of Performance Units under this Section 6 is intended to satisfy the short-term deferral exception to Code Section 409A..