Common use of Settlement of RSUs Clause in Contracts

Settlement of RSUs. Each RSU granted pursuant to the Award represents an unfunded and unsecured promise of the Company, subject to the vesting conditions and other terms of this Agreement, to issue to the Employee one share of Common Stock. Except as otherwise expressly provided in the Award Statement and subject to the terms of this Agreement, such issuance shall be made to the Employee (or, in the event of their death to the Employee’s estate as provided above) as soon as reasonably practicable following the Vesting Date pursuant to Section 2 or 3 of this Agreement and no later than December 31 of the year in which the Vesting Date occurs (except as otherwise provided in Section 9 of this Agreement). However, if a scheduled Vesting Date falls on a Saturday, Sunday or federal holiday, such issuance date shall instead fall on the next following day that the principal office of the Company responsible for processing such transactions and the principle executive offices of the Company are open for business, or as soon as reasonably practicable thereafter. Notwithstanding the foregoing, in the event that Employee is subject to the Company’s policy permitting officers and directors to sell shares only during certain “window” periods, in effect from time to time or Employee is otherwise prohibited from selling shares of the Company’s Common Stock in the public market and any shares covered by Employee’s RSUs are scheduled to be issued on a day (the “Original Distribution Date”) that does not occur during an open “window period” applicable to Employee, as determined by the Company in accordance with such policy (“Xxxxxxx Xxxxxxx Policy”), or does not occur on a date when Employee is otherwise permitted to sell shares of the Company’s Common Stock in the open market, and the Company elects not to satisfy its tax withholding obligations by withholding shares from Employee’s distribution (net settlement), then either (i) such shares shall not be issued and delivered on such Original Distribution Date and shall instead be issued and delivered during the next occurring open “window period” applicable to Employee pursuant to such policy (regardless of whether Employee is still providing continuous services at such time) or during the next period when Employee are not prohibited from selling shares of the Company’s Common Stock in the open market, but in no event later than December 31 of the year in which the Original Distribution Date occurs, or (ii) the Company shall rely on any such similar process it may adopt from time to time consistent with the Xxxxxxx Xxxxxxx Policy, the Plan and this Agreement. In the event the Company determines that settlement in the form of Common Stock is impractical or impermissible under the laws of the Employee’s country of residence, the RSUs will be settled in the form of cash.

Settlement of RSUs. Each RSU granted pursuant to the Award represents an unfunded and unsecured promise of the Company, subject to the vesting conditions and other terms of set forth in this Agreement, to issue to the Employee one share of Common StockStock on the applicable Period Vesting Date. Except as otherwise expressly provided in the Award Statement and subject to the terms of this Agreement, such issuance shall be made to the Employee (or, in the event of their death to the Employee’s estate as provided above) as soon as reasonably practicable following the Period Vesting Date pursuant to Section 2 or 3 of this Agreement and no later than December 31 of the year in which the Vesting Date occurs (except as otherwise provided in Section 9 of this Agreement). However, if a scheduled Vesting Date falls on a Saturday, Sunday or federal holiday, such issuance date shall instead fall on the next following day that the principal office of the Company responsible for processing such transactions and the principle executive offices of the Company are open for business, or as soon as reasonably practicable possible thereafter. Notwithstanding the foregoing, in the event that Employee is subject to the Company’s policy permitting officers and directors to sell shares only during certain “window” periods, in effect from time to time or Employee is otherwise prohibited from selling shares of the Company’s Common Stock in the public market and any shares covered by Employee’s RSUs are scheduled to be issued on a day (the “Original Distribution Date”) that does not occur during an open “window period” applicable to Employee, as determined by the Company in accordance with such policy (“Xxxxxxx Xxxxxxx Policy”), or does not occur on a date when Employee is otherwise permitted to sell shares of the Company’s Common Stock in the open market, and the Company elects not to satisfy its tax withholding obligations by withholding shares from Employee’s distribution (net settlement), then either (i) such shares shall not be issued and delivered on such Original Distribution Date and shall instead be issued and delivered during the next occurring open “window period” applicable to Employee pursuant to such policy (regardless of whether Employee is still providing continuous services at such time) or during the next period when Employee are not prohibited from selling shares of the Company’s Common Stock in the open market, but in no event later than December 31 of the year in which the Original Distribution Date occurs, or (ii) the Company shall rely on any such similar process it may adopt from time to time consistent with the Xxxxxxx Xxxxxxx Policy, the Plan and this Agreement. In the event the Company determines that settlement in the form of Common Stock is impractical or impermissible under the laws of the Employee’s country of residence, the RSUs will be settled in the form of cashcash and provided further that any applicable waiting period under HSR has expired or been terminated.

Settlement of RSUs. Each (a) To the extent that (i) an RSU granted hereunder becomes vested pursuant to Section 2.1(a) above and (ii) the Award represents an unfunded and unsecured promise related Service Vesting Date has also occurred, then with respect to such percentage of RSUs set forth next to the applicable Service Vesting Date on the RSU Grant Certificate, such RSU shall be Settled as soon as administratively practicable on or following the applicable Service Vesting Date for such RSU; provided that the Administrator may determine that such Settlement may instead occur on or as soon as administratively practicable after the first day of the Companynext permissible trading window of Class A Common Stock that opens for members of the Board and employees of the KKR Group to sell Class A Common Stock (provided that in any event such Settlement shall not be later than the time permitted under Section 409A, subject if applicable). For the avoidance of doubt, the Settlement of any RSUs that become vested pursuant to Section 2.1(a)(ii) above shall not be accelerated, such that, with respect to any such RSUs, only that percentage of such RSUs that would otherwise have become vested on each applicable Service Vesting Date as set forth on the vesting conditions and other terms RSU Grant Certificate pursuant to Section 2.1(a)(i) shall be Settled at each such Service Vesting Date in accordance with the foregoing sentence. The date on which any RSU is to be Settled hereunder is referred to as a “Delivery Date.” The Settlement of this Agreementeach RSU shall be effected in accordance with, to issue to the Employee one share of Common Stock. Except as otherwise expressly provided in the Award Statement and subject to the terms of this Agreementprovisions of, such issuance Section 2.2(b) below. (b) On any Delivery Date, each vested RSU that is then being Settled shall be made cancelled in exchange for the Corporation delivering, or causing to be delivered by the Designated Service Recipient, to the Employee Grantee either (or, in i) the event number of their death Class A Common Stock equal to the Employee’s estate as provided above) as soon as reasonably practicable following the Vesting number of RSUs that are to be Settled on such Delivery Date pursuant to Section 2 or 3 of this Agreement and no later than December 31 of the year in which the Vesting Date occurs (except as otherwise provided in Section 9 of this Agreement). However, if a scheduled Vesting Date falls on a Saturday, Sunday or federal holiday, such issuance date shall instead fall on the next following day that the principal office of the Company responsible for processing such transactions and the principle executive offices of the Company are open for business, or as soon as reasonably practicable thereafter. Notwithstanding the foregoing, in the event that Employee is subject to the Company’s policy permitting officers and directors to sell shares only during certain “window” periods, in effect from time to time or Employee is otherwise prohibited from selling shares of the Company’s Common Stock in the public market and any shares covered by Employee’s RSUs are scheduled to be issued on a day (the “Original Distribution Date”2.2(a) that does not occur during an open “window period” applicable to Employee, as determined by the Company in accordance with such policy (“Xxxxxxx Xxxxxxx Policy”), or does not occur on a date when Employee is otherwise permitted to sell shares of the Company’s Common Stock in the open market, and the Company elects not to satisfy its tax withholding obligations by withholding shares from Employee’s distribution (net settlement), then either (i) such shares shall not be issued and delivered on such Original Distribution Date and shall instead be issued and delivered during the next occurring open “window period” applicable to Employee pursuant to such policy (regardless of whether Employee is still providing continuous services at such time) or during the next period when Employee are not prohibited from selling shares of the Company’s Common Stock in the open market, but in no event later than December 31 of the year in which the Original Distribution Date occurs, above or (ii) an amount of cash, denominated in U.S. dollars, equal to the Company shall rely on any such similar process it may adopt from time to time consistent with Fair Market Value of the Xxxxxxx Xxxxxxx Policy, the Plan and this Agreement. In the event the Company determines that settlement in the form foregoing number of Class A Common Stock is impractical or impermissible under the laws of the Employee’s country of residence, (a “Cash Payment”). The Administrator may elect in its sole discretion whether to Settle the RSUs will be settled in the form of cashClass A Common Stock or by a Cash Payment.

Settlement of RSUs. Each RSU granted pursuant The RSUs shall be settled by delivering to Participant or his or her beneficiary, as applicable, a number of Shares equal to the Award represents an unfunded and unsecured promise of the Company, subject to the vesting conditions and other terms of RSUs then held by Participant which are vested in accordance with this Agreement, to issue to the Employee one share of Common StockSection 3. Except as otherwise expressly specifically provided in elsewhere under the Award Statement and Plan, the restrictions on RSUs subject to this Award Agreement will lapse and the terms of this Agreement, such issuance shall RSUs will be made to the Employee (or, in the event of their death to the Employee’s estate as provided above) as soon as reasonably practicable following the Vesting Date pursuant to Section 2 or 3 of this Agreement and no later than December 31 of the year in which the Vesting Date occurs (except as otherwise provided in Section 9 of this Agreement). However, if a scheduled Vesting Date falls on a Saturday, Sunday or federal holiday, such issuance date shall instead fall settled on the next following day that the principal office earlier of the Company responsible for processing such transactions and the principle executive offices of the Company are open for business, or as soon as reasonably practicable thereafter. Notwithstanding the foregoing, in the event that Employee is subject to the Company’s policy permitting officers and directors to sell shares only during certain “window” periods, in effect from time to time or Employee is otherwise prohibited from selling shares of the Company’s Common Stock in the public market and any shares covered by Employee’s RSUs are scheduled to be issued on a day (the “Original Distribution Date”) that does not occur during an open “window period” applicable to Employee, as determined by the Company in accordance with such policy (“Xxxxxxx Xxxxxxx Policy”), or does not occur on a date when Employee is otherwise permitted to sell shares of the Company’s Common Stock in the open market, and the Company elects not to satisfy its tax withholding obligations by withholding shares from Employee’s distribution (net settlement), then either (i) such shares shall not be issued and delivered on such Original Distribution Date and shall instead be issued and delivered during the next occurring open “window period” applicable to Employee pursuant to such policy Participant's "Retirement" (regardless of whether Employee is still providing continuous services at such time) or during the next period when Employee are not prohibited from selling shares of the Company’s Common Stock in the open market, but in no event later than December 31 of the year in which the Original Distribution Date occursas defined below), or (ii) the Fifth (5th) Anniversary of the Date of Grant (the "Settlement Date"), but only if Participant has, at all times from the Date of Grant, been a Service Provider to the Company, or one of its Affiliates, and the RSUs have not otherwise been cancelled. All RSUs are subject to cliff-vesting until such Settlement Date. "Retirement" for purposes of this Section 3 shall mean the Participant's date of his or her separation from service after Participant attains the age of 60 and after having been employed by the Company shall rely or one of its affiliates for five years or more. The Committee may, in its sole discretion, accelerate the date on any which RSUs are no longer subject to a risk of forfeiture if in its judgment the performance of Participant has warranted such similar process it may adopt from time to time consistent with acceleration and/or such acceleration is in the Xxxxxxx Xxxxxxx Policybest interests of the Company; provided, however, the Plan and this Agreementpayment of Shares attributable to the settlement of any RSUs which constitute "deferred compensation" subject to Internal Revenue Code Section 409A ("Section 409A"), must only be made upon the Settlement Date. In Delivery of Shares following the event Settlement Date shall be made by the Company determines that settlement in to Participant no later than the form of Common Stock is impractical or impermissible under the laws earlier of the Employee’s country end of residencethe calendar year in which the Settlement Date occurs or the 30th day after the Settlement Date; provided, however, to the extent that the RSUs will constitute "deferred compensation" subject Section 409A and Participant is a "specified employee" under Section 409A (including any Company specified employee identification procedures), then, notwithstanding any other provisions of this Award Agreement and for the avoidance of negative tax consequences to Participant, any issuances of Shares pursuant to this Award Agreement on account of Participant's Retirement shall be settled in delayed until the form first day after six months following such Retirement, as required for the avoidance of cash.penalties and/or exercise taxes under Section 409A.

Settlement of RSUs. Each RSU granted pursuant On the applicable Vesting Date, or no later than 90 days thereafter, the Company will issue and deliver to the Award represents an unfunded and unsecured promise of Grantee (at the Company's sole discretion) either the number of shares of Stock equal to the number of vested Earned RSUs or the cash equivalent value based on the New York Stock Exchange closing price of a share of Stock on the applicable Vesting Date (or if the applicable Vesting Date is a date on which the Stock is not traded, based on the closing price on the last date immediately preceding to the applicable Vesting Date on which the Stock was traded), subject to the vesting conditions and satisfaction of applicable tax and/or other terms of this Agreement, to issue to the Employee one share of Common Stock. Except obligations as otherwise expressly provided in the Award Statement and subject to the terms of this Agreement, such issuance shall be made to the Employee (or, in the event of their death to the Employee’s estate as provided above) as soon as reasonably practicable following the Vesting Date pursuant to Section 2 or 3 of this Agreement and no later than December 31 of the year in which the Vesting Date occurs (except as otherwise provided described in Section 9 of this Agreement). However, if a scheduled Vesting Date falls on a Saturday, Sunday or federal holiday, such issuance date shall instead fall on 6 below and certification (in writing) by the next following day Committee that the principal office of the Company responsible for processing such transactions and the principle executive offices of the Company are open for business, or as soon as reasonably practicable thereafterPerformance Goals set forth in Appendix A have been attained. Notwithstanding the foregoing, in the event that Employee is subject to the Company’s policy permitting officers and directors to sell shares only during certain “window” periods, in effect from time to time or Employee is otherwise prohibited from selling shares of the Company’s Common Stock in the public market and any shares covered by Employee’s RSUs are scheduled to be issued on a day (the “Original Distribution Date”) that does not occur during an open “window period” applicable to Employee, as determined by the Company in accordance with such policy (“Xxxxxxx Xxxxxxx Policy”), or does not occur on a date when Employee is otherwise permitted to sell shares of the Company’s Common Stock in the open market, and the Company elects not to satisfy its tax withholding obligations by withholding shares from Employee’s distribution (net settlement), then either (i) such shares shall not be issued and delivered if the RSUs vest upon the Grantee's Termination of Employment on such Original Distribution Date and shall instead be issued and delivered during the next occurring open account of death or Disability (that constitutes a “window perioddisability” applicable to Employee for Code Section 409A purposes) or after a Change in Control pursuant to such policy (regardless Section 7(b) below with respect to a Termination of whether Employee is still providing continuous services at such time) Employment occurring on or during the next period when Employee are not prohibited from selling shares following February 13, 2016, all Earned RSUs will be settled within 90 days of the Company’s Common Stock in the open marketGrantee's Termination of Employment, but in no event later than December 31 of the year in which the Original Distribution Date occurs, or (ii) if the Company shall rely on any such similar process it may adopt from time to time consistent with the Xxxxxxx Xxxxxxx Policy, the Plan and this Agreement. In the event the Company determines that settlement RSUs vest upon a Change in the form of Common Stock is impractical or impermissible under the laws of the Employee’s country of residenceControl, the RSUs will be settled as provided in Section 7(a) below, and (iii) if the RSUs vest upon the Grantee's Termination of Employment prior to February 13, 2016 (as provided in Sections 4(c) (in the form case of casha Disability that does not constitute a “disability” for Code Section 409A purposes), 4(d)(1) or (2) or 7(b) below), all Earned RSUs will be settled on the third anniversary of the Grant Date or no later than 90 days thereafter, unless otherwise provided in Section 9 below. For purposes of the settlement timing provisions of this Section 2 and Sections 7 and 9 below, if the 60th or 90th day, as applicable, following the settlement event is not a business day, the vested RSUs will be settled on or prior to the business day immediately preceding the 60th or 90th day, as applicable.