Common use of Settlement of Restricted Stock Units Clause in Contracts

Settlement of Restricted Stock Units. Subject to the terms of the Plan and this Agreement, Restricted Stock Units shall be settled in Shares, provided that Participant has satisfied any Tax-Related Items pursuant to Section 8 below. Shares will be issued to Participant within 70 days following the applicable Vesting Date unless subject to the terms of the Company’s deferred compensation plan; provided, however, that if the Participant is subject to taxation in the U.S. (a “U.S. Taxpayer”), the Restricted Stock Units vest pursuant to Section 1.6 below and the Restricted Stock Units are considered “non-qualified deferred compensation” subject to Section 409A of the Code (“Code Section 409A,” and such compensation, “Deferred Compensation”), the Shares will be issued in accordance with the following schedule: (i) if the termination event giving rise to the vesting acceleration occurs prior to the Change in Control and the Change in Control constitutes a “change in control event” (within the meaning of U.S. Treasury Regulation 1.409A-3(i)(5)(i)) (a “409A CIC”), the Shares will be issued on the date of the Change in Control, and if the Change in Control does not constitute a 409A CIC, the Shares will be issued on the date that is six months following the Participant’s “separation from service” (within the meaning of Code Section 409A) (a “Separation from Service”); (ii) if the termination event giving rise to the vesting acceleration occurs on or following the Change in Control and the Change in Control constitutes a 409A CIC, then the Shares will be issued within 30 days following the Participant’s Separation from Service, and if the Change in Control is not a 409A CIC, then the Shares will be issued on the date that is six months following the Participant’s Separation from Service. Notwithstanding the foregoing, for purposes of complying with Code Section 409A, if the Participant is a U.S. Taxpayer, the Restricted Stock Units are considered Deferred Compensation and the Restricted Stock Units are to be settled in connection with a termination contemplated under Section 1.6 below, the Company and the Participant shall take all steps necessary (including with regard to any post-termination services by the Participant) to ensure that a termination contemplated under Section 1.6 constitutes a Separation from Service. In addition, if the Restricted Stock Units are Deferred Compensation, the Restricted Stock Units are settled upon the Participant’s Separation from Service and the Participant is a “specified employee,” within the meaning of Code Section 409A, on the date the Participant experiences a Separation from Service, then the Shares will be issued on the first business day of the seventh month following the Participant’s Separation from Service, or, if earlier, on the date of the Participant’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A.

Settlement of Restricted Stock Units. Subject to Section 7(d), the terms Company shall deliver to the Participant the value of one share of Stock in settlement of each outstanding Restricted Stock Unit that has vested as provided in Section 2 on the first to occur of (i) the Vesting Date, (ii) in the event of a Termination of Service due to death, Disability or Retirement, (A) as soon as reasonably practicable after such Termination of Service or (B) notwithstanding the preceding clause (A), if the Participant is a United States citizen or resident or the Participant’s Restricted Stock Units are otherwise subject to United States federal income tax, on the later of (1) January 31 of the Plan year following the Participant’s Termination of Service and this Agreement(2) if the Participant is a Specified Employee and the Restricted Stock Units are a Specified Award, to the extent necessary to comply with, and avoid imposition on the Participant of any additional tax or interest imposed under, Section 409A of the Code, on the first business day following the six-month anniversary of the Participant’s Termination of Service (or, if earlier, upon the Participant’s death), or as soon thereafter as practicable (but no later than 90 days thereafter) (iii) with respect to Restricted Stock Units that are not a Specified Award, a Change in Control in which the Restricted Stock Units do not continue, and (iv) with respect to Restricted Stock Units that are a Specified Award, a Specified Change in Control, in each case (A) by a cash payment equal to the Fair Market Value of the Stock on the settlement date or (B) if the Participant is a member of the Management Committee, at the Company’s sole discretion, in Stock, by either (y) issuing one or more certificates evidencing the Stock to the Participant or (z) registering the issuance of the Stock in the name of the Participant through a book entry credit in the records of the Company’s transfer agent or (C) in the event of settlement upon a Change in Control or Specified Change in Control, as applicable, a cash payment equal to the Change in Control Price, multiplied by the number of vested Restricted Stock Units. No fractional shares of Stock shall be issued in settlement of Restricted Stock Units. Fractional Restricted Stock Units shall be settled in Shares, provided that Participant has satisfied any Tax-Related Items pursuant to Section 8 below. Shares will be issued to Participant within 70 days following the applicable Vesting Date unless subject through a cash payment equal to the terms Fair Market Value of the Company’s deferred compensation plan; provided, however, that if the Participant is subject to taxation in the U.S. (a “U.S. Taxpayer”), the Restricted Stock Units vest pursuant to Section 1.6 below and the Restricted Stock Units are considered “non-qualified deferred compensation” subject to Section 409A of the Code (“Code Section 409A,” and such compensation, “Deferred Compensation”), the Shares will be issued in accordance with the following schedule: (i) if the termination event giving rise to the vesting acceleration occurs prior to the Change in Control and the Change in Control constitutes a “change in control event” (within the meaning of U.S. Treasury Regulation 1.409A-3(i)(5)(i)) (a “409A CIC”), the Shares will be issued on the date of the Change in Control, and if the Change in Control does not constitute a 409A CIC, the Shares will be issued on the date that is six months following the Participant’s “separation from service” (within the meaning of Code Section 409A) (a “Separation from Service”); (ii) if the termination event giving rise to the vesting acceleration occurs on or following the Change in Control and the Change in Control constitutes a 409A CIC, then the Shares will be issued within 30 days following the Participant’s Separation from Service, and if the Change in Control is not a 409A CIC, then the Shares will be issued on the date that is six months following the Participant’s Separation from Service. Notwithstanding the foregoing, for purposes of complying with Code Section 409A, if the Participant is a U.S. Taxpayer, the Restricted Stock Units are considered Deferred Compensation and the Restricted Stock Units are to be settled in connection with a termination contemplated under Section 1.6 below, the Company and the Participant shall take all steps necessary (including with regard to any post-termination services by the Participant) to ensure that a termination contemplated under Section 1.6 constitutes a Separation from Service. In addition, if the Restricted Stock Units are Deferred Compensation, the Restricted Stock Units are settled upon the Participant’s Separation from Service and the Participant is a “specified employee,” within the meaning of Code Section 409A, on the date the Participant experiences a Separation from Service, then the Shares will be issued on the first business day of the seventh month following the Participant’s Separation from Service, or, if earlier, on the date of the Participant’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A.settlement date.

Settlement of Restricted Stock Units. Subject to Sections 8(d), 2(f) and 3(a), the terms Company shall deliver to the Participant one (1) share of Company Common Stock (or the value thereof) in settlement of each Restricted Stock Unit that has become earned and vested as provided in Section 2 on the first to occur of the Plan and this Agreementfollowing: (i) on or as soon as practicable following the date of the Administrator Certification (but in no event later than 2½ months after the Vesting Date); (ii) in the event of a termination of employment or service due to death, Restricted Stock Units shall be settled as soon as practicable following the Participant’s termination of employment or service by reason of death; (iii) in Sharesthe event of a Qualifying CIC Termination, provided that Participant has satisfied any Tax-Related Items pursuant to Section 8 below. Shares will be issued to Participant within 70 thirty (30) days following the applicable Vesting Date unless subject effective date of the Participant’s Qualifying CIC Termination, in each case (A) in Company Common Stock by either, (x) issuing one or more certificates evidencing the Company Common Stock to the terms Participant or (y) registering the issuance of the Company Common Stock in the name of the Participant through a book entry credit in the records of the Company’s deferred compensation plan; providedtransfer agent, however, that if the Participant is subject to taxation or (B) in the U.S. (event of settlement upon a “U.S. Taxpayer”)Change in Control, the Restricted Stock Units vest pursuant to Section 1.6 below and the Restricted Stock Units are considered “non-qualified deferred compensation” subject to Section 409A of the Code (“Code Section 409A,” and such compensation, “Deferred Compensation”), the Shares will be issued in accordance with the following schedule: (i) if the termination event giving rise to the vesting acceleration occurs prior a cash payment equal to the Change in Control and Price, multiplied by the Change in Control constitutes a “change in control event” (within the meaning number of U.S. Treasury Regulation 1.409A-3(i)(5)(i)) (a “409A CIC”), the Shares will vested Restricted Stock Units. No fractional shares of Company Common Stock shall be issued on the date in settlement of the Change in Control, and if the Change in Control does not constitute a 409A CIC, the Shares will Restricted Stock Units. Fractional shares shall be issued on the date that is six months following the Participant’s “separation from service” (within the meaning of Code Section 409A) (a “Separation from Service”); (ii) if the termination event giving rise rounded up to the vesting acceleration occurs on or following nearest whole share; provided, that the Change Participant may not vest in Control and more than the Change maximum number of Restricted Stock Units specified in Control constitutes a 409A CIC, then the Shares will be issued within 30 days following the Participant’s Separation from Service, and if the Change in Control is not a 409A CIC, then the Shares will be issued on the date that is six months following the Participant’s Separation from ServiceGrant Notice. Notwithstanding the foregoing, the Company, in its sole discretion, may provide for purposes the settlement of complying with Code Section 409A, if the Participant is a U.S. Taxpayer, the Restricted Stock Units are considered Deferred Compensation and in the Restricted Stock Units are to be settled in connection with a termination contemplated under Section 1.6 belowform of Company Common Stock, the Company and but require the Participant shall take all steps necessary (including with regard to any post-termination services by the Participant) to ensure that sell such Common Stock immediately or within a termination contemplated under Section 1.6 constitutes a Separation from Service. In addition, if the Restricted Stock Units are Deferred Compensation, the Restricted Stock Units are settled upon the Participant’s Separation from Service and the Participant is a “specified employee,” within the meaning of Code Section 409A, on the date the Participant experiences a Separation from Service, then the Shares will be issued on the first business day of the seventh month period following the Participant’s Separation from Servicetermination of service (in which case, or, if earlier, the Participant hereby agrees that the Company shall have the authority to issue sale instructions in relation to such Common Stock on the date of the Participant’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A.behalf).

Settlement of Restricted Stock Units. Subject to the terms of the Plan and this Agreement, Restricted Stock Units shall be settled in Shares, provided that Participant has satisfied any Tax-Related Items pursuant to Section 8 below. Shares will be issued to Participant within 70 days following the applicable Vesting Date unless subject to the terms of the Company’s 's deferred compensation plan; provided, however, that if the Participant is subject to taxation in the U.S. (a “"U.S. Taxpayer”"), the Restricted Stock Units vest pursuant to Section 1.6 below and the Restricted Stock Units are considered “"non-qualified deferred compensation” " subject to Section 409A of the Code (“"Code Section 409A,” " and such compensation, “"Deferred Compensation”"), the Shares will be issued in accordance with the following schedule: (i) if the termination event giving rise to the vesting acceleration occurs prior to the Change in Control and the Change in Control constitutes a “"change in control event” " (within the meaning of U.S. Treasury Regulation 1.409A-3(i)(5)(i)) (a “"409A CIC”"), the Shares will be issued on the date of the Change in Control, and if the Change in Control does not constitute a 409A CIC, the Shares will be issued on the date that is six months following the Participant’s “'s "separation from service” " (within the meaning of Code Section 409A) (a “"Separation from Service”"); (ii) if the termination event giving rise to the vesting acceleration occurs on or following the Change in Control and the Change in Control constitutes a 409A CIC, then the Shares will be issued within 30 days following the Participant’s 's Separation from Service, and if the Change in Control is not a 409A CIC, then the Shares will be issued on the date that is six months following the Participant’s 's Separation from Service. Notwithstanding the foregoing, for purposes of complying with Code Section 409A, if the Participant is a U.S. Taxpayer, the Restricted Stock Units are considered Deferred Compensation and the Restricted Stock Units are to be settled in connection with a termination contemplated under Section 1.6 below, the Company and the Participant shall take all steps necessary (including with regard to any post-termination services by the Participant) to ensure that a termination contemplated under Section 1.6 constitutes a Separation from Service. In addition, if the Restricted Stock Units are Deferred Compensation, the Restricted Stock Units are settled upon the Participant’s 's Separation from Service and the Participant is a “"specified employee,” " within the meaning of Code Section 409A, on the date the Participant experiences a Separation from Service, then the Shares will be issued on the first business day of the seventh month following the Participant’s 's Separation from Service, or, if earlier, on the date of the Participant’s 's death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A.

Settlement of Restricted Stock Units. (a) Once vested, each Restricted Stock Unit becomes a "Vested Unit." Subject to Section 6 hereof, settlement of this Award or any portion thereof shall occur by the terms Company issuing and delivering to the Employee the number of shares of Stock equal to the number of Vested Units. Except in the event of the Plan and this AgreementEmployee's Retirement, Restricted Stock Units settlement shall be settled in Shares, provided that Participant has satisfied any Tax-Related Items pursuant to Section 8 below. Shares will be issued to Participant within 70 days occur promptly following the applicable Vesting Date unless subject to vesting date and the terms satisfaction of any requirement under Section 2 for a Release, and in any event no later than March 15 of the Company’s deferred compensation plan; providedcalendar year immediately following the calendar year in which such vesting occurs. In the event of the Employee's Retirement, howeversettlement shall occur during the second month of the second calendar quarter following the date of the Employee's Retirement, that [or, if later, on the Participant date the Committee certifies the achievement of the Performance Goals set forth in Exhibit I,] or as soon as reasonably practicable thereafter. If the Employee is subject to taxation in deemed a "specified employee" within the U.S. (meaning of Section 409A of the Code, as determined by the Committee, at a “U.S. Taxpayer”), time when the Employee becomes eligible for settlement of the Restricted Stock Units vest pursuant to Section 1.6 below and upon his "separation from service" within the Restricted Stock Units are considered “non-qualified deferred compensation” subject to meaning of Section 409A of the Code (“Code Code, then to the extent necessary to prevent any accelerated or additional tax under Section 409A,” and 409A of the Code, such compensation, “Deferred Compensation”), the Shares settlement will be issued in accordance with delayed until the following scheduleearlier of: (ia) if the termination event giving rise to the vesting acceleration occurs prior to the Change in Control and the Change in Control constitutes a “change in control event” (within the meaning of U.S. Treasury Regulation 1.409A-3(i)(5)(i)) (a “409A CIC”), the Shares will be issued on the date of the Change in Control, and if the Change in Control does not constitute a 409A CIC, the Shares will be issued on the date that is six months following the Participant’s “Employee's separation from service” service or (within b) the meaning Employee's death. Notwithstanding any other provisions of Code Section 409A) (a “Separation from Service”); (ii) this Agreement, the issuance or delivery of any Stock may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements of any law or regulation applicable to the issuance or delivery of such Stock. The Company shall not be obligated to issue or deliver any Stock if the termination event giving rise to the vesting acceleration occurs on issuance or following the Change in Control and the Change in Control constitutes delivery thereof shall constitute a 409A CIC, then the Shares will be issued within 30 days following the Participant’s Separation from Service, and if the Change in Control is not a 409A CIC, then the Shares will be issued on the date that is six months following the Participant’s Separation from Service. Notwithstanding the foregoing, for purposes violation of complying with Code Section 409A, if the Participant is a U.S. Taxpayer, the Restricted Stock Units are considered Deferred Compensation and the Restricted Stock Units are to be settled in connection with a termination contemplated under Section 1.6 below, the Company and the Participant shall take all steps necessary (including with regard to any post-termination services by the Participant) to ensure that a termination contemplated under Section 1.6 constitutes a Separation from Service. In addition, if the Restricted Stock Units are Deferred Compensation, the Restricted Stock Units are settled upon the Participant’s Separation from Service and the Participant is a “specified employee,” within the meaning provision of Code Section 409A, on the date the Participant experiences a Separation from Service, then the Shares will be issued on the first business day any law or of the seventh month following the Participant’s Separation from Service, or, if earlier, on the date any regulation of the Participant’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A.any governmental authority or any national securities exchange.

Settlement of Restricted Stock Units. Subject to the terms of the Plan and this Agreement, (a) All outstanding vested Restricted Stock Units shall be settled in Shareson the earlier of (a) Xxxxx 00, provided that Participant has satisfied any Tax-Related Items pursuant to Section 8 below. Shares will be issued to Participant within 70 days following 0000, (x) the applicable Vesting Date unless subject to the terms date of the CompanyGrantee’s deferred compensation plandeath or Disability, (c) the date the Grantee undergoes a Separation from Service (as defined below), and (d) the date of consummation of a 409A Change in Control, (the first of (a), (b), (c) and (d) to occur shall be the “Settlement Date”); provided, however, that in the event of Grantee’s death or Disability, or if the Participant is subject Company or a Subsidiary terminates the Grantee’s employment without Cause, or upon the Grantee’s termination of employment for Good Reason, in each event, following the first anniversary of the Grant Date but prior to taxation in the U.S. (a “U.S. Taxpayer”)date that the Stock-Price Vesting Condition has been satisfied, the settlement shall be delayed and all Restricted Stock Units vest pursuant with respect to Section 1.6 below and which the Restricted Stock Units are considered “nontime-qualified deferred compensation” subject to Section 409A based vesting condition has been satisfied as of the Code (“Code Section 409A,” date of such death, Disability or termination, shall become vested and such compensation, “Deferred Compensation”), the Shares will be issued in accordance with the following schedule: (i) if the termination event giving rise to the vesting acceleration occurs prior to the Change in Control and the Change in Control constitutes a “change in control event” (within the meaning of U.S. Treasury Regulation 1.409A-3(i)(5)(i)) (a “409A CIC”), the Shares will be issued settled on the date of the Change in Control, and if Stock-Price Vesting Condition becomes satisfied during the Change in Control does not constitute a 409A CIC, the Shares will be issued period ending on the date that is six months following earlier to occur of (x) the Participant’s “separation from service” first anniversary of such death, Disability or termination and (within the meaning of Code Section 409Ay) March 31, 2013 (such settlement date, also a “Separation from ServiceSettlement Date”); (ii) if the termination event giving rise and provided further, however, that to the vesting acceleration occurs on or following extent that the Change in Control and the Change in Control constitutes a 409A CIC, then the Shares will be issued within 30 days following the Participant’s Separation from Service, and if the Change in Control is not a 409A CIC, then the Shares will be issued on the date that is six months following the Participant’s Separation from Service. Notwithstanding the foregoing, for purposes of complying with Code Section 409A, if the Participant is a U.S. Taxpayer, the Restricted Stock Units are considered Deferred Compensation and the Restricted Stock Units are to be settled in connection with a termination contemplated under Section 1.6 below, the Company and the Participant shall take all steps necessary (including with regard to any post-termination services by the Participant) to ensure that a termination contemplated under Section 1.6 constitutes a Separation from Service. In addition, if the Restricted Stock Units are Deferred Compensation, the Restricted Stock Units are settled upon the Participant’s Separation from Service and the Participant Grantee is a “specified employee,” within the meaning of Code Section 409A, Treasury Regulation 1.409A-1(i) any settlement of the Restricted Stock Units on account of the date the Participant experiences a Grantee’s Separation from Service, then Service from the Shares will Company shall be issued delayed for such period of time as may be necessary to meet the requirements of Treasury Regulation Section 1.409A-3(i)(2) (the “Delay Period”) and on the first business day following the expiration of the seventh month following Delay Period, all vested Restricted Stock Units shall be settled. On the ParticipantSettlement Date, the Company shall deliver to the Grantee (or the Grantee’s Separation from Service, or, if earlier, on estate in the date event of Grantee’s death) (x) a certificate or certificates representing the number of shares of Stock equal to the number of vested Restricted Stock Units or (y) a lump sum payment of cash having a value equal to the fair market value of one share of Stock as of the Participant’s death, Settlement Date multiplied by the number of vested Restricted Stock Units. The determination as to whether the extent such delayed payment is required Restricted Stock Units will be settled in order to avoid a prohibited distribution under Code Section 409A.Stock or cash shall be within the sole discretion of the Company.