Common use of Settlement Timing Clause in Contracts

Settlement Timing. Unless and until the Restricted Stock Units become vested and non-forfeitable in accordance with Section 2, Section 3 or Section 6 of this Agreement, the Grantee will have no right to settlement of any such Restricted Stock Units. Restricted Stock Units will be settled under this Section 4 by the Company delivering to the Grantee (or his beneficiary in the event of death) a number of Shares equal to the number of Restricted Stock Units that have become vested and non-forfeitable and are to be settled at the applicable settlement date. In the case of Restricted Stock Units that become vested and non-forfeitable at the Determination Date in accordance with Section 2 of this Agreement (including Restricted Stock Units not forfeited by operation of Section 6(a) or 6(c)), such Restricted Stock Units will be settled at a date that is as prompt as practicable after the Determination Date but in no event later than two and one-half (2-1/2) months after the Determination Date (settlement that is prompt but in no event later than two and one-half (2-1/2) months after the applicable vesting date is referred to herein as “Prompt Settlement”). The settlement of Restricted Stock Units that become vested and non-forfeitable in circumstances governed by Section 3 or Section 6(b) will be as follows: (i) Restricted Stock Units that do not constitute a deferral of compensation under Code Section 409A will be settled as follows: (A) Restricted Stock Units that become vested in accordance with Section 6(b) (due to the Grantee’s death) will be settled within the period extending to not later than two and one-half (2-1/2) months after the later of the end of calendar year or the end of the Company’s fiscal year in which death occurred; and (B) Restricted Stock Units that become vested in accordance with Section 3(a) (on the Change in Control Anniversary) or Section 3(b) (during the year following a Change in Control) will be settled in a Prompt Settlement following the applicable vesting date under Section 3(a) or 3(b). (ii) Restricted Stock Units that constitute a deferral of compensation under Code Section 409A (“▇▇▇▇ ▇▇▇▇”) will be settled as follows: (A) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 6(b) (due to the Grantee’s death) will be settled on the 30th day after the date of the Grantee’s death; (B) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 3(a) (on the Change in Control Anniversary), if in connection with the Change in Control there occurred a change in the ownership of the Company, a change in effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company as defined in Treasury Regulation § 1.409A-3(i)(5) (a “409A Change in Control”), will be settled in a Prompt Settlement following the first anniversary of the 409A Change in Control, and if there occurred no 409A Change in Control in connection with the Change in Control, such ▇▇▇▇ ▇▇▇▇ will be settled in a Prompt Settlement following the earliest of the Determination Date, one year after a 409A Change in Control not related to the Change in Control or the termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director, subject to Section 9(b) (including the six-month delay rule); and (C) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 3(b) (during the year following a Change in Control) will be settled in a Prompt Settlement following termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director, subject to Section 9(b) (including the six-month delay rule).

Settlement Timing. Unless and until the Restricted Stock Units become vested and non-forfeitable in accordance with Section 2, Section 3 or Section 6 of this Agreement, the Grantee will have no right to settlement of any such Restricted Stock Units. Restricted Stock Units will be settled under this Section 4 by the Company delivering to the Grantee (or his beneficiary in the event of death) a number of Shares equal to the number of Restricted Stock Units that have become vested and non-forfeitable and are to be settled at the applicable settlement date. In the case of Restricted Stock Units that become vested and non-forfeitable at the Determination a Stated Vesting Date in accordance with Section 2 of this Agreement (including Restricted Stock Units not forfeited by operation of Section 6(a) or 6(c))Agreement, such Restricted Stock Units will be settled at a date (the “Stated Settlement Date”) that is as prompt as practicable after the Determination Stated Vesting Date but in no event later than two and one-half (2-1/2) months after the Determination such Stated Vesting Date (settlement that is prompt but in no event later than two and one-half (2-1/2) months after the applicable vesting date is referred to herein as “Prompt Settlement”). The settlement of Restricted Stock Units that become vested and non-forfeitable in circumstances governed by Section 3 or Section 6(b) 6 or that are settled under Section 2 after the Grantee has become Retirement-eligible under Section 6 will be as follows: (i) Restricted Stock Units that do not constitute a deferral of compensation under Code Section 409A will be settled as follows: (A) Restricted Stock Units that become vested in accordance with Section 6(b) (due to the Grantee’s death) will be settled within the period extending to not later than two and one-half (2-1/2) months after the later of the end of calendar year or the end of the Company’s fiscal year in which death occurred; (B) Restricted Stock Units that become vested in accordance with Section 6(c) (due to the Grantee’s termination due to Disability) will be settled in a Prompt Settlement following termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director; and (BC) Restricted Stock Units that become vested in accordance with Section 3(a) (on the Change in Control Anniversary) or Section 3(b) (during the year following a Change in Control) will be settled in a Prompt Settlement following the applicable vesting date under Section 3(a) or 3(b). (ii) Restricted Stock Units that constitute a deferral of compensation under Code Section 409A (“▇▇▇▇ ▇▇▇▇”) will be settled as follows: (A) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 6(b) (due to the Grantee’s death) will be settled on the 30th day after the date of the Grantee’s death; (B) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 6(c) (due to the Grantee’s termination due to Disability) will be settled in a Prompt Settlement following termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director, subject to Section 9(b) (including the six-month delay rule); and (C) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 3(a) (on the Change in Control Anniversary), if in connection with the Change in Control there occurred a change in the ownership of the Company, a change in effective control of the Company Company, or a change in the ownership of a substantial portion of the assets of the Company as defined in Treasury Regulation § 1.409A-3(i)(5) (a “409A Change in Control”), will be settled in a Prompt Settlement following the first anniversary of the 409A Change in Control, and if there occurred no 409A Change in Control in connection with the Change in Control, such ▇▇▇▇ ▇▇▇▇ will be settled in a Prompt Settlement following the earliest of the Determination applicable Stated Vesting Date, one year after a 409A Change in Control not related to the Change in Control or the termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director, subject to Section 9(b) (including the six-month delay rule); and (CD) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 3(b) (during the year following a Change in Control) will be settled in a Prompt Settlement following termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director, subject to Section 9(b) (including the six-month delay rule).

Settlement Timing. Unless and until the Restricted Stock Units become vested and non-forfeitable in accordance with Section 2, Section 3 or Section 6 of this Agreement, the Grantee will have no right to settlement of any such Restricted Stock Units. Restricted Stock Units will be settled under this Section 4 by the Company delivering to the Grantee (or his beneficiary in the event of death) a number of Shares equal to the number of Restricted Stock Units that have become vested and non-forfeitable and are to be settled at the applicable settlement date. In the case of Restricted Stock Units that become vested and non-forfeitable at the Determination Date in accordance with Section 2 of this Agreement (including Restricted Stock Units not forfeited by operation of Section 6(a) or 6(c))Agreement, such Restricted Stock Units will be settled at a date that is as prompt as practicable after the Determination Date but in no event later than two and one-half (2-1/2) months after the Determination Date (settlement that is prompt but in no event later than two and one-half (2-1/2) months after the applicable vesting date is referred to herein as “Prompt Settlement”). The settlement of Restricted Stock Units that become vested and non-forfeitable in circumstances governed by Section 3 or Section 6(b6(a) will be as follows: (i) Restricted Stock Units that do not constitute a deferral of compensation under Code Section 409A will be settled as follows: (A) Restricted Stock Units that become vested in accordance with Section 6(b6(a) (due to the Grantee’s death) will be settled within the period extending to not later than two and one-half (2-1/2) months after the later of the end of calendar year or the end of the Company’s fiscal year in which death occurred; and (B) Restricted Stock Units that become vested in accordance with Section 3(a) (on the Change in Control Anniversary) or Section 3(b) (during the year following a Change in Control) will be settled in a Prompt Settlement following the applicable vesting date under Section 3(a) or 3(b). (ii) Restricted Stock Units that constitute a deferral of compensation under Code Section 409A (“▇▇▇▇ ▇▇▇▇”) will be settled as follows: (A) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 6(b6(a) (due to the Grantee’s death) will be settled on the 30th day after the date of the Grantee’s death; (B) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 3(a) (on the Change in Control Anniversary), if in connection with the Change in Control there occurred a change in the ownership of the Company, a change in effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company as defined in Treasury Regulation § 1.409A-3(i)(5) (a “409A Change in Control”), will be settled in a Prompt Settlement following the first anniversary of the 409A Change in Control, and if there occurred no 409A Change in Control in connection with the Change in Control, such ▇▇▇▇ ▇▇▇▇ will be settled in a Prompt Settlement following the earliest of the Determination Date, one year after a 409A Change in Control not related to the Change in Control or the termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director, subject to Section 9(b) (including the six-month delay rule); and (C) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 3(b) (during the year following a Change in Control) will be settled in a Prompt Settlement following termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director, subject to Section 9(b) (including the six-month delay rule).

Settlement Timing. Unless and until the Restricted Stock Units become vested and non-forfeitable in accordance with Section 2, 2 or Section 3 or Section 6 of this Agreement, the Grantee will have no right to settlement of any such Restricted Stock Units. Restricted Stock Units will be settled under this Section 4 by the Company delivering to the Grantee (or his beneficiary in the event of death) a number of Shares equal to the number of Restricted Stock Units that have become vested and non-forfeitable and are to be settled at the applicable settlement date. In the case of Restricted Stock Units that become vested and non-forfeitable at the Determination a Stated Vesting Date in accordance with Section 2 of this Agreement (including Restricted Stock Units not forfeited by operation of Section 6(a) or 6(c))Agreement, such Restricted Stock Units will be settled at a date (the “Stated Settlement Date”) that is as prompt as practicable after the Determination Stated Vesting Date but in no event later than two and one-half (2-1/2) months after the Determination such Stated Vesting Date (settlement that is prompt but in no event later than two and one-half (2-1/2) months after the applicable vesting date is referred to herein as “Prompt Settlement”). The settlement of Restricted Stock Units that become vested and non-forfeitable in circumstances governed by Section 3 or Section 6(b) will be as follows: (i) Restricted Stock Units that do not constitute a deferral of compensation under Code Section 409A will be settled as follows: (A) Restricted Stock Units that become vested in accordance with Section 6(b) (due to the Grantee’s death) will be settled within the period extending to not later than two and one-half (2-1/2) months after the later of the end of calendar year or the end of the Company’s fiscal year in which death occurred; and (B) Restricted Stock Units that become vested in accordance with Section 3(a) (on the Change in Control Anniversary) or Section 3(b) (during the year following a Change in Control) will be settled in a Prompt Settlement following the applicable vesting date under Section 3(a) or 3(b). (ii) Restricted Stock Units that constitute a deferral of compensation under Code Section 409A (“▇▇▇▇ ▇▇▇▇”) will be settled as follows: (A) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 6(b) (due to the Grantee’s death) will be settled on the 30th day after the date of the Grantee’s death; (B) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 3(a) (on the Change in Control Anniversary), if in connection with the Change in Control there occurred a change in the ownership of the Company, a change in effective control of the Company Company, or a change in the ownership of a substantial portion of the assets of the Company as defined in Treasury Regulation § 1.409A-3(i)(5) (a “409A Change in Control”), will be settled in a Prompt Settlement following the first anniversary of the 409A Change in Control, and if there occurred no 409A Change in Control in connection with the Change in Control, such ▇▇▇▇ ▇▇▇▇ will be settled in a Prompt Settlement following the earliest of the Determination applicable Stated Vesting Date, one year after a 409A Change in Control not related to the Change in Control or the termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director, subject to Section 9(b) (including the six-month delay rule); and (CB) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 3(b) (during the year following a Change in Control) will be settled in a Prompt Settlement following termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director, subject to Section 9(b) (including the six-month delay rule).

Settlement Timing. Unless and until the Restricted Stock Units become vested and non-forfeitable in accordance with Section 2, Section 3 or Section 6 of this Agreement, the Grantee will have no right to settlement of any such Restricted Stock Units. Restricted Stock Units will be settled under this Section 4 by the Company delivering to the Grantee (or his or her beneficiary in the event of death) a number of Shares equal to the number of Restricted Stock Units that have become vested and non-forfeitable and are to be settled at the applicable settlement date. In the case of Restricted Stock Units that become vested and non-forfeitable at the Determination Date in accordance with Section 2 of this Agreement (including Restricted Stock Units not forfeited by operation of Section 6(a) or 6(c)), such Restricted Stock Units will be settled at a date that is as prompt as practicable after the Determination Date but in no event later than two and one-half (2-1/2) months after the Determination Date expiration of the Performance Period (settlement that is prompt but in no event later than two and one-half (2-1/2) months after the applicable vesting date or vesting event is referred to herein as “Prompt Settlement”). The settlement of Restricted Stock Units that become vested and non-forfeitable in circumstances governed by Section 3 or Section 6(b) will be as follows: (i) Restricted Stock Units that do not constitute a deferral of compensation under Code Section 409A will be settled as follows: (A) Restricted Stock Units that become vested in accordance with Section 6(b) (due to the Grantee’s death) will be settled within the period extending to not later than two and one-half (2-1/2) months after the later of the end of calendar year or the end of the Company’s fiscal year in which death occurred; and (B) Restricted Stock Units that become vested in accordance with Section 3(a) (on the Change in Control Anniversary) or Section 3(b) (during the one-year period following a Change in Control) will be settled in a Prompt Settlement following the applicable vesting date or vesting event under Section 3(a) or 3(b). (ii) Restricted Stock Units that constitute a deferral of compensation under Code Section 409A (“▇▇▇▇ ▇▇▇▇409A RSUs”) will be settled as follows: (A) ▇▇▇▇ ▇▇▇▇ 409A RSUs that become vested in accordance with Section 6(b) (due to the Grantee’s death) will be settled on the 30th day after the date of the Grantee’s death; (B) ▇▇▇▇ ▇▇▇▇ 409A RSUs that become vested in accordance with Section 3(a) (on the Change in Control Anniversary), if in connection with the Change in Control there occurred a change in the ownership of the Company, a change in effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company as defined in Treasury Regulation § 1.409A-3(i)(5) (a “409A Change in Control”), will be settled in a Prompt Settlement following the first anniversary of the 409A Change in Control, and if there occurred no 409A Change in Control in connection with the Change in Control, such ▇▇▇▇ ▇▇▇▇ 409A RSUs will be settled in a Prompt Settlement following the earliest of the Determination Date, one year after a 409A Change in Control not related to the Change in Control or the termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee DirectorService, subject to Section 9(b10(b) (including the six-month delay rule); and (C) ▇▇▇▇ ▇▇▇▇ 409A RSUs that become vested in accordance with Section 3(b) (during the one-year period following a Change in Control) will be settled in a Prompt Settlement following termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee DirectorService, subject to Section 9(b10(b) (including the six-month delay rule).; provided, however, that if the Grantee would satisfy the age and service requirements for Retirement prior to the vesting of the Restricted Stock Units, then the 409A RSUs shall be settled at the time specified in Section 2 to the extent required to comply with Code Section 409A.

Settlement Timing. Unless and until the Restricted Stock Units become vested and non-forfeitable in accordance with Section 2, Section 3 or Section 6 of this Agreement, the Grantee will have no right to settlement of any such Restricted Stock Units. Restricted Stock Units will be settled under this Section 4 by the Company delivering to the Grantee (or his beneficiary in the event of death) a number of Shares equal to the number of Restricted Stock Units that have become vested and non-forfeitable and are to be settled at the applicable settlement date. In the case of Restricted Stock Units that become vested and non-forfeitable at the Determination Date in accordance with Section 2 of this Agreement (including Restricted Stock Units not forfeited by operation of Section 6(a) or 6(c)), such Restricted Stock Units will be settled at a date that is as prompt as practicable after the Determination Date but in no event later than two and one-half (2-1/2) months after the Determination Date expiration of the Performance Period (settlement that is prompt but in no event later than two and one-half (2-1/2) months after the applicable vesting date or vesting event is referred to herein as “Prompt Settlement”). The settlement of Restricted Stock Units that become vested and non-forfeitable in circumstances governed by Section 3 or Section 6(b) will be as follows: (i) Restricted Stock Units that do not constitute a deferral of compensation under Code Section 409A will be settled as follows: (A) Restricted Stock Units that become vested in accordance with Section 6(b) (due to the Grantee’s death) will be settled within the period extending to not later than two and one-half (2-1/2) months after the later of the end of calendar year or the end of the Company’s fiscal year in which death occurred; and (B) Restricted Stock Units that become vested in accordance with Section 3(a) (on the Change in Control Anniversary) or Section 3(b) (during the year following a Change in Control) will be settled in a Prompt Settlement following the applicable vesting date or vesting event under Section 3(a) or 3(b). (ii) Restricted Stock Units that constitute a deferral of compensation under Code Section 409A (“▇▇▇▇ ▇▇▇▇”) will be settled as follows: (A) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 6(b) (due to the Grantee’s death) will be settled on the 30th day after the date of the Grantee’s death; (B) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 3(a) (on the Change in Control Anniversary), if in connection with the Change in Control there occurred a change in the ownership of the Company, a change in effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company as defined in Treasury Regulation § 1.409A-3(i)(5) (a “409A Change in Control”), will be settled in a Prompt Settlement following the first anniversary of the 409A Change in Control, and if there occurred no 409A Change in Control in connection with the Change in Control, such ▇▇▇▇ ▇▇▇▇ will be settled in a Prompt Settlement following the earliest of the Determination Date, one year after a 409A Change in Control not related to the Change in Control or the termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee DirectorService, subject to Section 9(b10(b) (including the six-month delay rule); and (C) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 3(b) (during the one-year period following a Change in Control) will be settled in a Prompt Settlement following termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee DirectorService, subject to Section 9(b10(b) (including the six-month delay rule).; provided, however, that if the Grantee would satisfy the age and service requirements for Retirement prior to the vesting of the Restricted Stock Units, then the ▇▇▇▇ ▇▇▇▇ shall be settled at the time specified in Section 2 to the extent required to comply with Code Section 409A.

Settlement Timing. Unless and until the Restricted Stock Units become vested and non-forfeitable in accordance with Section 2, Section 3 or Section 6 of this Agreement, the Grantee will have no right to settlement of any such Restricted Stock Units. Restricted Stock Units will be settled under this Section 4 by the Company delivering to the Grantee (or his beneficiary in the event of death) a number of Shares equal to the number of Restricted Stock Units that have become vested and non-forfeitable and are to be settled at the applicable settlement date. In the case of Restricted Stock Units that become vested and non-forfeitable at the Determination Date in accordance with Section 2 of this Agreement (including Restricted Stock Units not forfeited by operation of Section 6(a) or 6(c)), such Restricted Stock Units will be settled at a date that is as prompt as practicable after the Determination Date but in no event later than two and one-half (2-1/2) months after the Determination Date (settlement that is prompt but in no event later than two and one-half (2-1/2) months after the applicable vesting date is referred to herein as “Prompt Settlement”). The settlement of Restricted Stock Units that become vested and non-forfeitable in circumstances governed by Section 3 or Section 6(b) will be as follows: (i) Restricted Stock Units that do not constitute a deferral of compensation under Code Section 409A will be settled as follows: (A) Restricted Stock Units that become vested in accordance with Section 6(b) (due to the Grantee’s death) will be settled within the period extending to not later than two and one-half (2-1/2) months after the later of the end of calendar year or the end of the Company’s fiscal year in which death occurred; and (B) Restricted Stock Units that become vested in accordance with Section 3(a) (on the Change in Control Anniversary) or Section 3(b) (during the year following a Change in Control) will be settled in a Prompt Settlement following the applicable vesting date under Section 3(a) or 3(b). (ii) Restricted Stock Units that constitute a deferral of compensation under Code Section 409A (“▇▇▇▇ ▇▇▇▇”) will be settled as follows: (A) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 6(b) (due to the Grantee’s death) will be settled on the 30th day after the date of the Grantee’s death; (B) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 3(a) (on the Change in Control Anniversary), if in connection with the Change in Control there occurred a change in the ownership of the Company, a change in effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company as defined in Treasury Regulation § 1.409A-3(i)(5) (a “409A Change in Control”), will be settled in a Prompt Settlement following the first anniversary of the 409A Change in Control, and if there occurred no 409A Change in Control in connection with the Change in Control, such ▇▇▇▇ ▇▇▇▇ will be settled in a Prompt Settlement following the earliest of the Determination Date, one year after a 409A Change in Control not related to the Change in Control or the termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee DirectorService, subject to Section 9(b10(b) (including the six-month delay rule); and (C) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 3(b) (during the year following a Change in Control) will be settled in a Prompt Settlement following termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee DirectorService, subject to Section 9(b10(b) (including the six-month delay rule).

Settlement Timing. Unless and until the Restricted Stock Units become vested and non-forfeitable in accordance with Section 2, Section 3 or Section 6 of this Agreement, the Grantee will have no right to settlement of any such Restricted Stock Units. Restricted Stock Units will be settled under this Section 4 by the Company delivering to the Grantee (or his beneficiary in the event of death) a number of Shares equal to the number of Restricted Stock Units that have become vested and non-forfeitable and are to be settled at the applicable settlement date. In the case of Restricted Stock Units that become vested and non-forfeitable at the Determination Date in accordance with Section 2 of this Agreement (including Restricted Stock Units not forfeited by operation of Section 6(a) or 6(c)), such Restricted Stock Units will be settled at a date that is as prompt as practicable after the Determination Date but in no event later than two and one-half (2-1/2) months after the Determination Date (settlement that is prompt but in no event later than two and one-half (2-1/2) months after the applicable vesting date is referred to herein as “Prompt Settlement”). The settlement of Restricted Stock Units that become vested and non-forfeitable in circumstances governed by Section 3 or Section 6(b) will be as follows: (i) Restricted Stock Units that do not constitute a deferral of compensation under Code Section 409A will be settled as follows: (A) Restricted Stock Units that become vested in accordance with Section 6(b) (due to the Grantee’s death) will be settled within the period extending to not later than two and one-half (2-1/2) months after the later of the end of calendar year or the end of the Company’s fiscal year in which death occurred; and (B) Restricted Stock Units that become vested in accordance with Section 3(a) (on the Change in Control Anniversary) or Section 3(b) (during the year following a Change in Control) will be settled in a Prompt Settlement following the applicable vesting date under Section 3(a) or 3(b). (ii) Restricted Stock Units that constitute a deferral of compensation under Code Section 409A (“▇▇▇▇ ▇▇▇▇”) will be settled as follows: (A) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 6(b) (due to the Grantee’s death) will be settled on the 30th day after the date of the Grantee’s death; (B) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 3(a) (on the Change in Control Anniversary), if in connection with the Change in Control there occurred a change in the ownership of the Company, a change in effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company as defined in Treasury Regulation § 1.409A-3(i)(51.409A- 3(i)(5) (a “409A Change in Control”), will be settled in a Prompt Settlement following the first anniversary of the 409A Change in Control, and if there occurred no 409A Change in Control in connection with the Change in Control, such ▇▇▇▇ ▇▇▇▇ will be settled in a Prompt Settlement following the earliest of the Determination Date, one year after a 409A Change in Control not related to the Change in Control or the termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director, subject to Section 9(b) (including the six-month delay rule); and (C) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 3(b) (during the year following a Change in Control) will be settled in a Prompt Settlement following termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director, subject to Section 9(b) (including the six-month delay rule).

Settlement Timing. Unless and until the Restricted Stock Units become vested and non-forfeitable in accordance with Section 2, 2 or Section 3 or Section 6 of this Agreement, the Grantee will have no right to settlement of any such Restricted Stock Units. Restricted Stock Units will be settled under this Section 4 by the Company delivering to the Grantee (or his beneficiary in the event of death) a number of Shares equal to the number of Restricted Stock Units that have become vested and non-forfeitable and are to be settled at the applicable settlement date. In the case of Restricted Stock Units that become vested and non-forfeitable at the Determination a Stated Vesting Date in accordance with Section 2 of this Agreement (including Restricted Stock Units not forfeited by operation of Section 6(a) or 6(c))Agreement, such Restricted Stock Units will be settled at a date (the “Stated Settlement Date”) that is as prompt as practicable after the Determination Stated Vesting Date but in no event later than two and one-half (2-1/2) months after the Determination such Stated Vesting Date (settlement that is prompt but in no event later than two and one-half (2-1/2) months after the applicable vesting date is referred to herein as “Prompt Settlement”). The settlement of Restricted Stock Units that become vested and non-forfeitable in circumstances governed by Section 3 or Section 6(b) will be as follows: (i) Restricted Stock Units that do not constitute a deferral of compensation under Code Section 409A will be settled as follows: (A) Restricted Stock Units and that become vested in accordance with Section 6(b) (due to the Grantee’s death) will be settled within the period extending to not later than two and one-half (2-1/2) months after the later of the end of calendar year or the end of the Company’s fiscal year in which death occurred; and (B) Restricted Stock Units that become vested in accordance with Section 3(a) 3 (on the Change in Control Anniversary) or Section 3(b) (during the year following a Change in Control) will be settled in a Prompt Settlement following the applicable vesting date under Section 3(a) or 3(b)3. (ii) Restricted Stock Units that constitute a deferral of compensation under Code Section 409A (“▇▇▇▇ ▇▇▇▇409A RSUs”) will be settled as follows: (A) ▇▇▇▇ ▇▇▇▇ 409A RSUs that become vested in accordance with Section 6(b) (due to the Grantee’s death) will be settled on the 30th day after the date of the Grantee’s death; (B) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 3(a) (on the Change in Control Anniversary)3, if in connection with the Change in Control there occurred a change in the ownership of the Company, a change in effective control of the Company Company, or a change in the ownership of a substantial portion of the assets of the Company as defined in Treasury Regulation § 1.409A-3(i)(5) (a “409A Change in Control”)) and to the extent permitted under Section 409A of the Code, will be settled in a Prompt Settlement following the first anniversary of the 409A Change in Control, and if there occurred no 409A Change in Control in connection with the Change in ControlControl or to the extent settlement upon the 409A Change in Control would not be permitted, such ▇▇▇▇ ▇▇▇▇ 409A RSUs will be settled in a Prompt Settlement following the earliest of the Determination Date, one year after a 409A Change in Control not related to the Change in Control applicable Stated Vesting Date or the termination of the Grantee’s Continuous Status Service as an Employee or Consultant or Non-Employee Director, subject to Section 9(b) (including the six-month delay rule); and (C) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 3(b) (during the year following a Change in Control) will be settled in a Prompt Settlement following termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director, subject to Section 9(b) (including the six-month delay rule).

Settlement Timing. Unless and until the Restricted Stock Units become vested and non-forfeitable in accordance with Section 2, Section 3 or Section 6 of this Agreement, the Grantee will have no right to settlement of any such Restricted Stock Units. Restricted Stock Units will be settled under this Section 4 by the Company delivering to the Grantee (or his beneficiary in the event of death) a number of Shares equal to the number of Restricted Stock Units that have become vested and non-forfeitable and are to be settled at the applicable settlement date. In the case of Restricted Stock Units that become vested and non-forfeitable at the Determination a Stated Vesting Date in accordance with Section 2 of this Agreement (including Restricted Stock Units not forfeited by operation of Section 6(a) or 6(c))Agreement, such Restricted Stock Units will be settled at a date (the “Stated Settlement Date”) that is as prompt as practicable after the Determination Stated Vesting Date but in no event later than two and one-half (2-1/2) months after the Determination such Stated Vesting Date (settlement that is prompt but in no event later than two and one-half (2-1/2) months after the applicable vesting date or vesting event is referred to herein as “Prompt Settlement”). The settlement of Restricted Stock Units that become vested and non-forfeitable in circumstances governed by Section 3 or Section 6(b) 6 or that are settled under Section 2 after the Grantee has become Retirement-eligible under Section 6 will be as follows: (i) Restricted Stock Units that do not constitute a deferral of compensation under Code Section 409A will be settled as follows: (A) Restricted Stock Units that become vested in accordance with Section 6(b) (due to the Grantee’s death) will be settled within the period extending to not later than two and one-half (2-1/2) months after the later of the end of calendar year or the end of the Company’s fiscal year in which death occurred; (B) Restricted Stock Units that become vested in accordance with Section 6(c) (due to the Grantee’s termination due to Disability) will be settled in a Prompt Settlement following termination of the Grantee’s Continuous Service; and (BC) Restricted Stock Units that become vested in accordance with Section 3(a) (on the Change in Control Anniversary) or Section 3(b) (during the one-year period following a Change in Control) will be settled in a Prompt Settlement following the applicable vesting date or vesting event under Section 3(a) or 3(b). (ii) Restricted Stock Units that constitute a deferral of compensation under Code Section 409A (“▇▇▇▇ ▇▇▇▇409A RSUs”) will be settled as follows: (A) ▇▇▇▇ ▇▇▇▇ 409A RSUs that become vested in accordance with Section 6(b) (due to the Grantee’s death) will be settled on the 30th day after the date of the Grantee’s death; (B) ▇▇▇▇ ▇▇▇▇ 409A RSUs that become vested in accordance with Section 6(c) (due to the Grantee’s termination due to Disability) will be settled in a Prompt Settlement following termination of the Grantee’s Continuous Service, subject to Section 10(b) (including the six-month delay rule); provided, however, that if the Grantee would satisfy the age and service requirements for Retirement prior to the vesting of the Restricted Stock Units, then the 409A RSUs shall be settled at the time specified in Section 2 to the extent required to comply with Code Section 409A; and (C) 409A RSUs that become vested in accordance with Section 3(a) (on the Change in Control Anniversary), if in connection with the Change in Control there occurred a change in the ownership of the Company, a change in effective control of the Company Company, or a change in the ownership of a substantial portion of the assets of the Company as defined in Treasury Regulation § 1.409A-3(i)(5) (a “409A Change in Control”), will be settled in a Prompt Settlement following the first anniversary of the 409A Change in Control, and if there occurred no 409A Change in Control in connection with the Change in Control, such ▇▇▇▇ ▇▇▇▇ 409A RSUs will be settled in a Prompt Settlement following the earliest of the Determination applicable Stated Vesting Date, one year after a 409A Change in Control not related to the Change in Control or the termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director, Service subject to Section 9(b10(b) (including the six-month delay rule); and (CD) ▇▇▇▇ ▇▇▇▇ 409A RSUs that become vested in accordance with Section 3(b) (during the one-year period following a Change in Control) will be settled in a Prompt Settlement following termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee DirectorService, subject to Section 9(b10(b) (including the six-month delay rule).; provided, however, that if the Grantee would satisfy the age and service requirements for Retirement prior to the vesting of the Restricted Stock Units, then the 409A RSUs shall be settled at the time specified in Section 2 to the extent required to comply with Code Section 409A.

Settlement Timing. Unless and until the Restricted Stock Units become vested and non-forfeitable in accordance with Section 2, 2 or Section 3 or Section 6 of this Agreement, the Grantee will have no right to settlement of any such Restricted Stock Units. Restricted Stock Units will be settled under this Section 4 by the Company delivering paying to the Grantee (or his beneficiary in the event of death) a number of Shares cash payment equal to the Fair Market Value of a Share on the applicable vesting date or the date on which the vesting event occurs, multiplied by the number of Restricted Stock Units that have become vested and non-forfeitable and are to be settled at the applicable settlement on such date. In the case of Restricted Stock Units that become vested and non-forfeitable at the Determination a Stated Vesting Date in accordance with Section 2 of this Agreement (including Restricted Stock Units not forfeited by operation of Section 6(a) or 6(c))Agreement, such Restricted Stock Units will be settled at a date (the “Stated Settlement Date”) that is as prompt as practicable after the Determination Stated Vesting Date but in no event later than two and one-half (2-1/2) months after the Determination such Stated Vesting Date (settlement that is prompt but in no event later than two and one-half (2-1/2) months after the applicable vesting date is referred to herein as “Prompt Settlement”). The settlement of Restricted Stock Units that become vested and non-forfeitable in circumstances governed by Section 3 or Section 6(b) will be as follows: (i) Restricted Stock Units that do not constitute a deferral of compensation under Code Section 409A will be settled as follows: (A) Restricted Stock Units and that become vested in accordance with Section 6(b) (due to the Grantee’s death) will be settled within the period extending to not later than two and one-half (2-1/2) months after the later of the end of calendar year or the end of the Company’s fiscal year in which death occurred; and (B) Restricted Stock Units that become vested in accordance with Section 3(a) 3 (on the Change in Control Anniversary) or Section 3(b) (during the year following a Change in Control) will be settled in a Prompt Settlement following the applicable vesting date under Section 3(a) or 3(b)3. (ii) Restricted Stock Units that constitute a deferral of compensation under Code Section 409A (“▇▇▇▇ ▇▇▇▇”) will be settled as follows: (A) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 6(b) (due to the Grantee’s death) will be settled on the 30th day after the date of the Grantee’s death; (B) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 3(a) (on the Change in Control Anniversary)3, if in connection with the Change in Control there occurred a change in the ownership of the Company, a change in effective control of the Company Company, or a change in the ownership of a substantial portion of the assets of the Company as defined in Treasury Regulation § 1.409A-3(i)(5) (a “409A Change in Control”)) and to the extent permitted under Section 409A of the Code, will be settled in a Prompt Settlement following the first anniversary of the 409A Change in Control, and if there occurred no 409A Change in Control in connection with the Change in ControlControl or to the extent settlement upon the 409A Change in Control would not be permitted, such ▇▇▇▇ ▇▇▇▇ will be settled in a Prompt Settlement following the earliest of the Determination Date, one year after a 409A Change in Control not related to the Change in Control applicable Stated Vesting Date or the termination of the Grantee’s Continuous Status Service as an Employee or Consultant or Non-Employee Director, subject to Section 9(b) (including the six-month delay rule); and (C) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 3(b) (during the year following a Change in Control) will be settled in a Prompt Settlement following termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director, subject to Section 9(b) (including the six-month delay rule).

Settlement Timing. Unless and until the Restricted Stock Units become vested and non-forfeitable in accordance with Section 2, Section 3 or Section 6 of this Agreement, the Grantee will have no right to settlement of any such Restricted Stock Units. Restricted Stock Units will be settled under this Section 4 by the Company delivering to the Grantee (or his beneficiary in the event of death) a number of Shares equal to the number of Restricted Stock Units that have become vested and non-forfeitable and are to be settled at the applicable settlement date. In the case of Restricted Stock Units that become vested and non-forfeitable at the Determination a Stated Vesting Date in accordance with Section 2 of this Agreement (including Restricted Stock Units not forfeited by operation of Section 6(a) or 6(c))Agreement, such Restricted Stock Units will be settled at a date (the “Stated Settlement Date”) that is as prompt as practicable after the Determination Stated Vesting Date but in no event later than two and one-half (2-1/2) months after the Determination such Stated Vesting Date (settlement that is prompt but in no event later than two and one-half (2-1/2) months after the applicable vesting date is referred to herein as “Prompt Settlement”). The settlement of Restricted Stock Units that become vested and non-forfeitable in circumstances governed by Section 3 or Section 6(b) 6 or that are settled under Section 2 after the Grantee has become Retirement-eligible under Section 6 will be as follows: (i) Restricted Stock Units that do not constitute a deferral of compensation under Code Section 409A will be settled as follows: (A) Restricted Stock Units that become vested in accordance with Section 6(b) (due to the Grantee’s death) will be settled within the period extending to not later than two and one-half (2-1/2) months after the later of the end of calendar year or the end of the Company’s fiscal year in which death occurred; (B) Restricted Stock Units that become vested in accordance with Section 6(c) (due to the Grantee’s termination due to Disability) will be settled in a Prompt Settlement following termination of the Grantee’s Continuous Service; and (BC) Restricted Stock Units that become vested in accordance with Section 3(a) (on the Change in Control Anniversary) or Section 3(b) (during the year following a Change in Control) will be settled in a Prompt Settlement following the applicable vesting date under Section 3(a) or 3(b). (ii) Restricted Stock Units that constitute a deferral of compensation under Code Section 409A (“▇▇▇▇ ▇▇▇▇”) will be settled as follows: (A) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 6(b) (due to the Grantee’s death) will be settled on the 30th day after the date of the Grantee’s death; (B) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 6(c) (due to the Grantee’s termination due to Disability) will be settled in a Prompt Settlement following termination of the Grantee’s Continuous Service, subject to Section 10(b) (including the six-month delay rule); and (C) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 3(a) (on the Change in Control Anniversary), if in connection with the Change in Control there occurred a change in the ownership of the Company, a change in effective control of the Company Company, or a change in the ownership of a substantial portion of the assets of the Company as defined in Treasury Regulation § 1.409A-3(i)(5) (a “409A Change in Control”), will be settled in a Prompt Settlement following the first anniversary of the 409A Change in Control, and if there occurred no 409A Change in Control in connection with the Change in Control, such ▇▇▇▇ ▇▇▇▇ will be settled in a Prompt Settlement following the earliest of the Determination applicable Stated Vesting Date, one year after a 409A Change in Control not related to the Change in Control or the termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director, Service subject to Section 9(b10(b) (including the six-month delay rule); and (CD) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 3(b) (during the year following a Change in Control) will be settled in a Prompt Settlement following termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee DirectorService, subject to Section 9(b10(b) (including the six-month delay rule).

Settlement Timing. Unless and until the Restricted Stock Units become vested and non-forfeitable in accordance with Section 2, Section 3 or Section 6 of this Agreement, the Grantee will have no right to settlement of any such Restricted Stock Units. Restricted Stock Units will be settled under this Section 4 by the Company delivering to the Grantee (or his beneficiary in the event of death) a number of Shares equal to the number of Restricted Stock Units that have become vested and non-forfeitable and are to be settled at the applicable settlement date. In the case of Restricted Stock Units that become vested and non-forfeitable at the Determination Date in accordance with Section 2 of this Agreement (including Restricted Stock Units not forfeited by operation of Section 6(a) or 6(c)), such Restricted Stock Units will be settled at a date that is as prompt as practicable after the Determination Date but in no event later than two and one-half (2-1/2) months after the Determination Date expiration of the Performance Period (settlement that is prompt but in no event later than two and one-half (2-1/2) months after the applicable vesting date or vesting event is referred to herein as “Prompt Settlement”). The settlement of Restricted Stock Units that become vested and non-forfeitable in circumstances governed by Section 3 or Section 6(b) will be as follows: (i) Restricted Stock Units that do not constitute a deferral of compensation under Code Section 409A will be settled as follows: (A) Restricted Stock Units that become vested in accordance with Section 6(b) (due to the Grantee’s death) will be settled within the period extending to not later than two and one-half (2-1/2) months after the later of the end of calendar year or the end of the Company’s fiscal year in which death occurred; and (B) Restricted Stock Units that become vested in accordance with Section 3(a) (on the Change in Control Anniversary) or Section 3(b) (during the year following a Change in Control) will be settled in a Prompt Settlement following the applicable vesting date or vesting event under Section 3(a) or 3(b). (ii) Restricted Stock Units that constitute a deferral of compensation under Code Section 409A (“▇▇▇▇ ▇▇▇▇409A RSUs”) will be settled as follows: (A) ▇▇▇▇ ▇▇▇▇ 409A RSUs that become vested in accordance with Section 6(b) (due to the Grantee’s death) will be settled on the 30th day after the date of the Grantee’s death; (B) ▇▇▇▇ ▇▇▇▇ 409A RSUs that become vested in accordance with Section 3(a) (on the Change in Control Anniversary), if in connection with the Change in Control there occurred a change in the ownership of the Company, a change in effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company as defined in Treasury Regulation § 1.409A-3(i)(5) (a “409A Change in Control”), will be settled in a Prompt Settlement following the first anniversary of the 409A Change in Control, and if there occurred no 409A Change in Control in connection with the Change in Control, such ▇▇▇▇ ▇▇▇▇ 409A RSUs will be settled in a Prompt Settlement following the earliest of the Determination Date, one year after a 409A Change in Control not related to the Change in Control or the termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee DirectorService, subject to Section 9(b10(b) (including the six-month delay rule); and (C) ▇▇▇▇ ▇▇▇▇ 409A RSUs that become vested in accordance with Section 3(b) (during the one-year period following a Change in Control) will be settled in a Prompt Settlement following termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee DirectorService, subject to Section 9(b10(b) (including the six-month delay rule).; provided, however, that if the Grantee would satisfy the age and service requirements for Retirement prior to the vesting of the Restricted Stock Units, then the 409A RSUs shall be settled at the time specified in Section 2 to the extent required to comply with Code Section 409A.

Settlement Timing. Unless and until the Restricted Stock Awarded Units become vested and non-forfeitable nonforfeitable in accordance with Section 2, Section Sections 3 or Section 6 and 4 of this Agreement, the Grantee Participant will have no right to settlement of any such Restricted Stock Awarded Units. Restricted Stock Awarded Units will be settled under this Section 4 6 by the Company delivering to the Grantee Participant (or his beneficiary in the event of death) a number of Common Shares equal to the number of Restricted Stock Awarded Units that have become vested and non-forfeitable nonforfeitable in accordance with Section 3 or 4 of this Agreement and are to be settled at the applicable settlement date. In the case of Restricted Stock Awarded Units that become vested and non-forfeitable at nonforfeitable upon the Determination Date Committee’s certification in accordance with Section 2 Sections 3(a), (b), (c) and (d) of this Agreement (including Restricted Stock Units not forfeited by operation of Section 6(a) or 6(c))Agreement, such Restricted Stock Awarded Units will be settled at a date that is as prompt as practicable after the Determination Date date of the Committee’s certification but in no event later than two and one-half (2-2 1/2) months after the Determination Date (date of the Company’s certification. The settlement of Awarded Units that become vested and nonforfeitable in accordance with Section 3(g) will be made on or before the Change in Control. The settlement of Awarded Units that become vested and nonforfeitable in accordance with Section 4(b) will be made at a date that is as prompt as practicable after the Participant’s Termination of Service but in no event later than two and one-half (2-2 1/2) months after the applicable vesting date is referred to herein as “Prompt Settlement”)end of the calendar year in which Termination of Service occurred. The settlement of Restricted Stock Awarded Units that become vested and non-forfeitable in circumstances governed by Section 3 or Section 6(b) will be as follows: (i) Restricted Stock Units that do not constitute a deferral of compensation under Code Section 409A will be settled as follows: (A) Restricted Stock Units that become vested nonforfeitable in accordance with Section 6(b) (due to the Grantee’s death4(c) will be settled made within ninety (90) days of the Participant’s Termination of Service, provided, however, that if such ninety-day period spans two calendar years, then such settlement shall be made in the portion of such period that falls within the period extending to not later than two and one-half (2-1/2) months after the later of the end of calendar year or the end of the Company’s fiscal year in which death occurred; and (B) Restricted Stock Units that become vested in accordance with Section 3(a) (on the Change in Control Anniversary) or Section 3(b) (during the year following a Change in Control) will be settled in a Prompt Settlement following the applicable vesting date under Section 3(a) or 3(b)year. (ii) Restricted Stock Units that constitute a deferral of compensation under Code Section 409A (“▇▇▇▇ ▇▇▇▇”) will be settled as follows: (A) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 6(b) (due to the Grantee’s death) will be settled on the 30th day after the date of the Grantee’s death; (B) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 3(a) (on the Change in Control Anniversary), if in connection with the Change in Control there occurred a change in the ownership of the Company, a change in effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company as defined in Treasury Regulation § 1.409A-3(i)(5) (a “409A Change in Control”), will be settled in a Prompt Settlement following the first anniversary of the 409A Change in Control, and if there occurred no 409A Change in Control in connection with the Change in Control, such ▇▇▇▇ ▇▇▇▇ will be settled in a Prompt Settlement following the earliest of the Determination Date, one year after a 409A Change in Control not related to the Change in Control or the termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director, subject to Section 9(b) (including the six-month delay rule); and (C) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 3(b) (during the year following a Change in Control) will be settled in a Prompt Settlement following termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director, subject to Section 9(b) (including the six-month delay rule).

Settlement Timing. Unless and until the Restricted Stock Units become vested and non-forfeitable in accordance with Section 2, Section 3 or Section 6 of this Agreement, the Grantee will have no right to settlement of any such Restricted Stock Units. Restricted Stock Units will be settled under this Section 4 by the Company delivering to the Grantee (or his or her beneficiary in the event of death) a number of Shares equal to the number of Restricted Stock Units that have become vested and non-forfeitable and are to be settled at the applicable settlement date. In the case of Restricted Stock Units that become vested and non-forfeitable at the Determination a Stated Vesting Date in accordance with Section 2 of this Agreement (including Restricted Stock Units not forfeited by operation of Section 6(a) or 6(c))Agreement, such Restricted Stock Units will be settled at a date (the “Stated Settlement Date”) that is as prompt as practicable after the Determination Stated Vesting Date but in no event later than two and one-half (2-1/2) months after the Determination such Stated Vesting Date (settlement that is prompt but in no event later than two and one-half (2-1/2) months after the applicable vesting date or vesting event is referred to herein as “Prompt Settlement”). The settlement of Restricted Stock Units that become vested and non-forfeitable in circumstances governed by Section 3 or Section 6(b) 6 will be as follows: (i) Restricted Stock Units that do not constitute a deferral of compensation under Code Section 409A will be settled as follows: (A) Restricted Stock Units that become vested in accordance with Section 6(b6(a) (due to the Grantee’s death) will be settled within the period extending to not later than two and one-half (2-1/2) months after the later of the end of calendar year or the end of the Company’s fiscal year in which death occurred; (B) Restricted Stock Units that become vested in accordance with Section 6(b) (due to the Grantee’s termination due to Disability) will be settled in a Prompt Settlement following termination of the Grantee’s Continuous Service; and (BC) Restricted Stock Units that become vested in accordance with Section 3(a) (on the Change in Control Anniversary) or Section 3(b) (during the one-year period following a Change in Control) will be settled in a Prompt Settlement following the applicable vesting date or vesting event under Section 3(a) or 3(b). (ii) Restricted Stock Units that constitute a deferral of compensation under Code Section 409A (“▇▇▇▇ ▇▇▇▇409A RSUs”) will be settled as follows: (A) ▇▇▇▇ ▇▇▇▇ 409A RSUs that become vested in accordance with Section 6(b6(a) (due to the Grantee’s death) will be settled on the 30th day after the date of the Grantee’s death; (B) ▇▇▇▇ ▇▇▇▇ 409A RSUs that become vested in accordance with Section 6(b) (due to the Grantee’s termination due to Disability) will be settled in a Prompt Settlement following termination of the Grantee’s Continuous Service, subject to Section 10(b) (including the six-month delay rule); and (C) 409A RSUs that become vested in accordance with Section 3(a) (on the Change in Control Anniversary), if in connection with the Change in Control there occurred a change in the ownership of the Company, a change in effective control of the Company Company, or a change in the ownership of a substantial portion of the assets of the Company as defined in Treasury Regulation § 1.409A-3(i)(5) (a “409A Change in Control”), will be settled in a Prompt Settlement following the first anniversary of the 409A Change in Control, and if there occurred no 409A Change in Control in connection with the Change in Control, such ▇▇▇▇ ▇▇▇▇ 409A RSUs will be settled in a Prompt Settlement following the earliest of the Determination applicable Stated Vesting Date, one year after a 409A Change in Control not related to the Change in Control or the termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee DirectorService, subject to Section 9(b10(b) (including the six-month delay rule); and (CD) ▇▇▇▇ ▇▇▇▇ 409A RSUs that become vested in accordance with Section 3(b) (during the one-year period following a Change in Control) will be settled in a Prompt Settlement following termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee DirectorService, subject to Section 9(b10(b) (including the six-month delay rule).

Settlement Timing. Unless and until the Restricted Stock Units become vested and non-forfeitable in accordance with Section 2, Section 3 or Section 6 of this Agreement, the Grantee will have no right to settlement of any such Restricted Stock Units. Restricted Stock Units will be settled under this Section 4 by the Company delivering to the Grantee (or his beneficiary in the event of death) a number of Shares equal to the number of Restricted Stock Units that have become vested and non-forfeitable and are to be settled at the applicable settlement date. In the case of Restricted Stock Units that become vested and non-forfeitable at the Determination a Measurement Date in accordance with Section 2 of this Agreement (including Restricted Stock Units not forfeited by operation of Section 6(a) or 6(c))Agreement, such Restricted Stock Units will be settled at a date that is as prompt as practicable after the Determination Date but in no event later than two and one-half (2-1/2) months after the Determination applicable Measurement Date (settlement that is prompt but in no event later than two and one-half (2-1/2) months after the applicable vesting date is referred to herein as “Prompt Settlement”). The settlement of Restricted Stock Units that become vested and non-forfeitable in circumstances governed by Section 3 or Section 6(b6(a) will be as follows: (i) Restricted Stock Units that do not constitute a deferral of compensation under Code Section 409A will be settled as follows: (A) Restricted Stock Units that become vested in accordance with Section 6(b6(a) (due to the Grantee’s death) will be settled within the period extending to not later than two and one-half (2-1/2) months after the later of the end of calendar year or the end of the Company’s fiscal year in which death occurred; and (B) Restricted Stock Units that become vested in accordance with Section 3(a) (on the Change in Control Anniversary) or Section 3(b) (during the year following a Change in Control) will be settled in a Prompt Settlement following the applicable vesting date under Section 3(a) or 3(b). (ii) Restricted Stock Units that constitute a deferral of compensation under Code Section 409A (“▇▇▇▇ ▇▇▇▇”) will be settled as follows: (A) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 6(b6(a) (due to the Grantee’s death) will be settled on the 30th day after the date of the Grantee’s death; (B) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 3(a) (on the Change in Control Anniversary), if in connection with the Change in Control there occurred a change in the ownership of the Company, a change in effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company as defined in Treasury Regulation § 1.409A-3(i)(5) (a “409A Change in Control”), will be settled in a Prompt Settlement following the first anniversary of the 409A Change in Control, and if there occurred no 409A Change in Control in connection with the Change in Control, such ▇▇▇▇ ▇▇▇▇ will be settled in a Prompt Settlement following the earliest of the next Measurement Date (at the applicable Determination Date), one year after a 409A Change in Control not related to the Change in Control or the termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Non- Employee Director, subject to Section 9(b) (including the six-month delay rule); and (C) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 3(b) (during the year following a Change in Control) will be settled in a Prompt Settlement following termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director, subject to Section 9(b) (including the six-month delay rule).

Settlement Timing. Unless and until the Restricted Stock Units become vested and non-forfeitable in accordance with Section 2, Section 3 or Section 6 of this Agreement, the Grantee will have no right to settlement of any such Restricted Stock Units. Restricted Stock Units will be settled under this Section 4 by the Company delivering to the Grantee (or his beneficiary in the event of death) a number of Shares equal to the number of Restricted Stock Units that have become vested and non-forfeitable and are to be settled at the applicable settlement date. In the case of Restricted Stock Units that become vested and non-forfeitable at the Determination Date in accordance with Section 2 of this Agreement (including Restricted Stock Units not forfeited by operation of Section 6(a) or 6(c)), such Restricted Stock Units will be settled at a date that is as prompt as practicable after the Determination Date but in no event later than two and one-half (2-1/2) months after the Determination Date (settlement that is prompt but in no event later than two and one-half (2-1/2) months after the applicable vesting date is referred to herein as “Prompt Settlement”). The settlement of Restricted Stock Units that become vested and non-forfeitable in circumstances governed by Section 3 or Section 6(b) will be as follows: (i) Restricted Stock Units that do not constitute a deferral of compensation under Code Section 409A will be settled as follows: (A) Restricted Stock Units that become vested in accordance with Section 6(b) (due to the Grantee’s death) will be settled within the period extending to not later than two and one-half (2-1/2) months after the later of the end of calendar year or the end of the Company’s fiscal year in which death occurred; and (B) Restricted Stock Units that become vested in accordance with Section 3(a) (on the Change in Control Anniversary) or Section 3(b) (during the year following a Change in Control) will be settled in a Prompt Settlement following the applicable vesting date under Section 3(a) or 3(b). (ii) Restricted Stock Units that constitute a deferral of compensation under Code Section 409A (“▇▇▇▇ ▇▇▇▇”) will be settled as follows: (A) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 6(b) (due to the Grantee’s death) will be settled on the 30th day after the date of the Grantee’s death; (B) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 3(a) (on the Change in Control Anniversary), if in connection with the Change in Control there occurred a change in the ownership of the Company, a change in effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company as defined in Treasury Regulation § 1.409A-3(i)(5) ) (a “409A Change in Control”), will be settled in a Prompt Settlement following the first anniversary of the 409A Change in Control, and if there occurred no 409A Change in Control in connection with the Change in Control, such ▇▇▇▇ ▇▇▇▇ will be settled in a Prompt Settlement following the earliest of the Determination Date, one year after a 409A Change in Control not related to the Change in Control or the termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director, subject to Section 9(b) (including the six-month delay rule); and (C) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 3(b) (during the year following a Change in Control) will be settled in a Prompt Settlement following termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director, subject to Section 9(b) (including the six-month delay rule).

Settlement Timing. Unless and until the Restricted Stock Units become vested and non-forfeitable in accordance with Section 2, Section 3 or Section 6 of this Agreement, the Grantee will have no right to settlement of any such Restricted Stock Units. Restricted Stock Units will be settled under this Section 4 by the Company delivering to the Grantee (or his beneficiary in the event of death) a number of Shares equal to the number of Restricted Stock Units that have become vested and non-forfeitable and are to be settled at the applicable settlement date. In the case of Restricted Stock Units that become vested and non-forfeitable at the Determination Stated Vesting Date in accordance with Section 2 of this Agreement (including Restricted Stock Units not forfeited by operation of Section 6(a) or 6(c))Agreement, such Restricted Stock Units will be settled at a date (the “Stated Settlement Date”) that is as prompt as practicable after the Determination Stated Vesting Date but in no event later than two and one-half (2-1/2) months after the Determination Stated Vesting Date (settlement that is prompt but in no event later than two and one-half (2-1/2) months after the applicable vesting date or vesting event is referred to herein as “Prompt Settlement”). The settlement of Restricted Stock Units that become vested and non-forfeitable in circumstances governed by Section 3 or Section 6(b) 6 or that are settled under Section 2 after the Grantee has become Retirement-eligible under Section 6 will be as follows: (i) Restricted Stock Units that do not constitute a deferral of compensation under Code Section 409A will be settled as follows: (A) Restricted Stock Units that become vested in accordance with Section 6(b) (due to the Grantee’s death) will be settled within the period extending to not later than two and one-half (2-1/2) months after the later of the end of calendar year or the end of the Company’s fiscal year in which death occurred; (B) Restricted Stock Units that become vested in accordance with Section 6(c) (due to the Grantee’s termination due to Disability) will be settled in a Prompt Settlement following termination of the Grantee’s Continuous Service; and (BC) Restricted Stock Units that become vested in accordance with Section 3(a) (on the Change in Control Anniversary) or Section 3(b) (during the year following a Change in Control) will be settled in a Prompt Settlement following the applicable vesting date or vesting event under Section 3(a) or 3(b). (ii) Restricted Stock Units that constitute a deferral of compensation under Code Section 409A (“▇▇▇▇ ▇▇▇▇”) will be settled as follows: (A) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 6(b) (due to the Grantee’s death) will be settled on the 30th day after the date of the Grantee’s death; (B) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 6(c) (due to the Grantee’s termination due to Disability) will be settled in a Prompt Settlement following termination of the Grantee’s Continuous Service, subject to Section 10(b) (including the six-month delay rule); provided, however, that if the Grantee would satisfy the age and service requirements for Retirement prior to the vesting of the Restricted Stock Units, then the ▇▇▇▇ ▇▇▇▇ shall be settled at the time specified in Section 2 to the extent required to comply with Code Section 409A; and (C) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 3(a) (on the Change in Control Anniversary), if in connection with the Change in Control there occurred a change in the ownership of the Company, a change in effective control of the Company Company, or a change in the ownership of a substantial portion of the assets of the Company as defined in Treasury Regulation § 1.409A-3(i)(5) (a “409A Change in Control”), will be settled in a Prompt Settlement following the first anniversary of the 409A Change in Control, and if there occurred no 409A Change in Control in connection with the Change in Control, such ▇▇▇▇ ▇▇▇▇ will be settled in a Prompt Settlement following the earliest of the Determination Stated Vesting Date, one year after a 409A Change in Control not related to the Change in Control or the termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director, Service subject to Section 9(b10(b) (including the six-month delay rule); and (CD) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 3(b) (during the one-year period following a Change in Control) will be settled in a Prompt Settlement following termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee DirectorService, subject to Section 9(b10(b) (including the six-month delay rule).; provided, however, that if the Grantee would satisfy the age and service requirements for Retirement prior to the vesting of the Restricted Stock Units, then the ▇▇▇▇ ▇▇▇▇ shall be settled at the time specified in Section 2 to the extent required to comply with Code Section 409A.

Settlement Timing. Unless and until the Restricted Stock Units become vested and non-forfeitable in accordance with Section 2, Section 3 or Section 6 of this Agreement, the Grantee will have no right to settlement of any such Restricted Stock Units. Restricted Stock Units will be settled under this Section 4 by the Company delivering to the Grantee (or his beneficiary in the event of death) a number of Shares equal to the number of Restricted Stock Units that have become vested and non-forfeitable and are to be settled at the applicable settlement date. In the case of Restricted Stock Units that become vested and non-forfeitable at the Determination a Stated Vesting Date in accordance with Section 2 of this Agreement (including Restricted Stock Units not forfeited by operation of Section 6(a) or 6(c))Agreement, such Restricted Stock Units will be settled at a date (the “Stated Settlement Date”) that is as prompt as practicable after the Determination Stated Vesting Date but in no event later than two and one-half (2-1/2) months after the Determination such Stated Vesting Date (settlement that is prompt but in no event later than two and one-half (2-1/2) months after the applicable vesting date is referred to herein as “Prompt Settlement”). The settlement of Restricted Stock Units that become vested and non-forfeitable in circumstances governed by Section 3 or Section 6(b) 6 or that are settled under Section 2 after the Grantee has become Retirement-eligible under Section 6 will be as follows: (i) Restricted Stock Units that do not constitute a deferral of compensation under Code Section 409A will be settled as follows: (A) Restricted Stock Units that become vested in accordance with Section 6(b) (due to the Grantee’s death) will be settled within the period extending to not later than two and one-half (2-1/2) months after the later of the end of calendar year or the end of the Company’s fiscal year in which death occurred; (B) Restricted Stock Units that become vested in accordance with Section 6(c) (due to the Grantee’s termination due to Disability) will be settled in a Prompt Settlement following termination of the Grantee’s Continuous Status as an Employee or Consultant; and (BC) Restricted Stock Units that become vested in accordance with Section 3(a) (on the Change in Control Anniversary) or Section 3(b) (during the year following a Change in Control) will be settled in a Prompt Settlement following the applicable vesting date under Section 3(a) or 3(b). (ii) Restricted Stock Units that constitute a deferral of compensation under Code Section 409A (“▇▇▇▇ ▇▇▇▇”) will be settled as follows: (A) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 6(b) (due to the Grantee’s death) will be settled on the 30th day after the date of the Grantee’s death; (B) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 6(c) (due to the Grantee’s termination due to Disability) will be settled in a Prompt Settlement following termination of the Grantee’s Continuous Status as an Employee or Consultant, subject to Section 9(b) (including the six-month delay rule); and (C) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 3(a) (on the Change in Control Anniversary), if in connection with the Change in Control there occurred a change in the ownership of the Company, a change in effective control of the Company Company, or a change in the ownership of a substantial portion of the assets of the Company as defined in Treasury Regulation § 1.409A-3(i)(5) (a “409A Change in Control”), will be settled in a Prompt Settlement following the first anniversary of the 409A Change in Control, and if there occurred no 409A Change in Control in connection with the Change in Control, such ▇▇▇▇ ▇▇▇▇ will be settled in a Prompt Settlement following the earliest of the Determination applicable Stated Vesting Date, one year after a 409A Change in Control not related to the Change in Control or the termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee DirectorConsultant, subject to Section 9(b) (including the six-month delay rule); and (CD) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 3(b) (during the year following a Change in Control) will be settled in a Prompt Settlement following termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee DirectorConsultant, subject to Section 9(b) (including the six-month delay rule).

Settlement Timing. Unless and until the Restricted Stock Units become vested and non-forfeitable in accordance with Section 2, Section 3 or Section 6 of this Agreement, the Grantee will have no right to settlement of any such Restricted Stock Units. Restricted Stock Units will be settled under this Section 4 by the Company delivering to the Grantee (or his or her beneficiary in the event of death) a number of Shares equal to the number of Restricted Stock Units that have become vested and non-forfeitable and are to be settled at the applicable settlement date. In the case of Restricted Stock Units that become vested and non-forfeitable at the Determination a Stated Vesting Date in accordance with Section 2 of this Agreement (including Restricted Stock Units not forfeited by operation of Section 6(a) or 6(c))Agreement, such Restricted Stock Units will be settled at a date (the “Stated Settlement Date”) that is as prompt as practicable after the Determination Stated Vesting Date but in no event later than two and one-half (2-1/2) months after the Determination such Stated Vesting Date (settlement that is prompt but in no event later than two and one-half (2-1/2) months after the applicable vesting date or vesting event is referred to herein as “Prompt Settlement”). The settlement of Restricted Stock Units that become vested and non-forfeitable in circumstances governed by Section 3 or Section 6(b) 6 will be as follows: (i) Restricted Stock Units that do not constitute a deferral of compensation under Code Section 409A will be settled as follows: (A) Restricted Stock Units that become vested in accordance with Section 6(b6(a) (due to the Grantee’s death) will be settled within the period extending to not later than two and one-half (2-1/2) months after the later of the end of calendar year or the end of the Company’s fiscal year in which death occurred; (B) Restricted Stock Units that become vested in accordance with Section 6(b) (due to the Grantee’s termination due to Disability) will be settled in a Prompt Settlement following termination of the Grantee’s Continuous Service; and (BC) Restricted Stock Units that become vested in accordance with Section 3(a) (on the Change in Control Anniversary) or Section 3(b) (during the one-year period following a Change in Control) will be settled in a Prompt Settlement following the applicable vesting date or vesting event under Section 3(a) or 3(b). (ii) Restricted Stock Units that constitute a deferral of compensation under Code Section 409A (“▇▇▇▇ ▇▇▇▇409A RSUs”) will be settled as follows: (A) ▇▇▇▇ ▇▇▇▇ 409A RSUs that become vested in accordance with Section 6(b6(a) (due to the Grantee’s death) will be settled on the 30th day after the date of the Grantee’s death; (B) ▇▇▇▇ ▇▇▇▇ 409A RSUs that become vested in accordance with Section 6(b) (due to the Grantee’s termination due to Disability) will be settled in a Prompt Settlement following termination of the Grantee’s Continuous Service, subject to Section 10(b) (including the six-month delay rule); and (C) 409A RSUs that become vested in accordance with Section 3(a) (on the Change in Control Anniversary), if in connection with the Change in Control there occurred a change in the ownership of the Company, a change in effective control of the Company Company, or a change in the ownership of a substantial portion of the assets of the Company as defined in Treasury Regulation § 1.409A-3(i)(5) (a “409A Change in Control”), will be settled in a Prompt Settlement following the first anniversary of the 409A Change in Control, and if there occurred no 409A Change in Control in connection with the Change in Control, such ▇▇▇▇ ▇▇▇▇ 409A RSUs will be settled in a Prompt Settlement following the earliest of the Determination applicable Stated Vesting Date, one year after a 409A Change in Control not related to the Change in Control or the termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director, Service subject to Section 9(b10(b) (including the six-month delay rule); and (CD) ▇▇▇▇ ▇▇▇▇ 409A RSUs that become vested in accordance with Section 3(b) (during the one-year period following a Change in Control) will be settled in a Prompt Settlement following termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee DirectorService, subject to Section 9(b10(b) (including the six-month delay rule).

Settlement Timing. Unless and until the Restricted Stock Units become vested and non-forfeitable in accordance with Section 2, Section 3 or Section 6 of this Agreement, the Grantee will have no right to settlement of any such Restricted Stock Units. Restricted Stock Units will be settled under this Section 4 by the Company delivering to the Grantee (or his beneficiary in the event of death) a number of Shares equal to the number of Restricted Stock Units that have become vested and non-forfeitable and are to be settled at the applicable settlement date. In the case of Restricted Stock Units that become vested and non-forfeitable at as of the Determination Date end of the Performance Period in accordance with Section 2 of this Agreement (including Restricted Stock Units not forfeited by operation of Section 6(a) or 6(c)), such Restricted Stock Units will be settled at a date that is as prompt as practicable after the Determination Date but in no event later than two and one-half (2-1/2) months after the Determination Date end of the Performance Period (settlement that is prompt but in no event later than two and one-half (2-1/2) months after the applicable vesting date is referred to herein as “Prompt Settlement”). The settlement of Restricted Stock Units that become vested and non-forfeitable in circumstances governed by Section 3 or Section 6(b) will be as follows: (i) Restricted Stock Units that do not constitute a deferral of compensation under Code Section 409A will be settled as follows: (A) Restricted Stock Units that become vested in accordance with Section 6(b) (due to the Grantee’s death) will be settled within the period extending to not later than two and one-half (2-1/2) months after the later of the end of calendar year or the end of the Company’s fiscal year in which death occurred; and (B) Restricted Stock Units that become vested in accordance with Section 3(a) (on the Change in Control Anniversary) or Section 3(b) (during the year following a Change in Control) will be settled in a Prompt Settlement following the applicable vesting date under Section 3(a) or 3(b). (ii) Restricted Stock Units that constitute a deferral of compensation under Code Section 409A (“▇▇▇▇ ▇▇▇▇”) will be settled as follows: (A) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 6(b) (due to the Grantee’s death) will be settled on the 30th day after the date of the Grantee’s death; (B) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 3(a) (on the Change in Control Anniversary), if in connection with the Change in Control there occurred a change in the ownership of the Company, a change in effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company as defined in Treasury Regulation § 1.409A-3(i)(5) (a “409A Change in Control”), will be settled in a Prompt Settlement following the first anniversary of the 409A Change in Control, and if there occurred no 409A Change in Control in connection with the Change in Control, such ▇▇▇▇ ▇▇▇▇ will be settled in a Prompt Settlement following the earliest of the end of the Performance Period (following the Determination Date), one year after a 409A Change in Control not related to the Change in Control or the termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee DirectorConsultant, subject to Section 9(b) (including the six-month delay rule); and (C) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 3(b) (during the year following a Change in Control) will be settled in a Prompt Settlement following termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee DirectorConsultant, subject to Section 9(b) (including the six-month delay rule).

Settlement Timing. Unless and until the Restricted Stock Units become vested and non-forfeitable in accordance with Section 2, Section 3 or Section 6 of this Agreement, the Grantee will have no right to settlement of any such Restricted Stock Units. Restricted Stock Units will be settled under this Section 4 by the Company delivering to the Grantee (or his beneficiary in the event of death) a number of Shares equal to the number of Restricted Stock Units that have become vested and non-forfeitable and are to be settled at the applicable settlement date. In the case of Restricted Stock Units that become vested and non-forfeitable at the Determination a Measurement Date in accordance with Section 2 of this Agreement (including Restricted Stock Units not forfeited by operation of Section 6(a) or 6(c)), such Restricted Stock Units will be settled at a date that is as prompt as practicable after the Determination Date but in no event later than two and one-half (2-1/2) months after the Determination applicable Measurement Date (settlement that is prompt but in no event later than two and one-half (2-1/2) months after the applicable vesting date is referred to herein as “Prompt Settlement”). The settlement of Restricted Stock Units that become vested and non-forfeitable in circumstances governed by Section 3 or Section 6(b) will be as follows: (i) Restricted Stock Units that do not constitute a deferral of compensation under Code Section 409A will be settled as follows: (A) Restricted Stock Units that become vested in accordance with Section 6(b) (due to the Grantee’s death) will be settled within the period extending to not later than two and one-half (2-1/2) months after the later of the end of calendar year or the end of the Company’s fiscal year in which death occurred; and (B) Restricted Stock Units that become vested in accordance with Section 3(a) (on the Change in Control Anniversary) or Section 3(b) (during the year following a Change in Control) will be settled in a Prompt Settlement following the applicable vesting date under Section 3(a) or 3(b). (ii) Restricted Stock Units that constitute a deferral of compensation under Code Section 409A (“▇▇▇▇ ▇▇▇▇”) will be settled as follows: (A) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 6(b) (due to the Grantee’s death) will be settled on the 30th day after the date of the Grantee’s death; (B) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 3(a) (on the Change in Control Anniversary), if in connection with the Change in Control there occurred a change in the ownership of the Company, a change in effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company as defined in Treasury Regulation § 1.409A-3(i)(5) (a “409A Change in Control”), will be settled in a Prompt Settlement following the first anniversary of the 409A Change in Control, and if there occurred no 409A Change in Control in connection with the Change in Control, such ▇▇▇▇ ▇▇▇▇ will be settled in a Prompt Settlement following the earliest of the next Measurement Date (at the applicable Determination Date), one year after a 409A Change in Control not related to the Change in Control or the termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Non- Employee Director, subject to Section 9(b) (including the six-month delay rule); and (C) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 3(b) (during the year following a Change in Control) will be settled in a Prompt Settlement following termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director, subject to Section 9(b) (including the six-month delay rule).

Settlement Timing. Unless and until the Restricted Stock Units become vested and non-forfeitable in accordance with Section 2, 2 or Section 3 or Section 6 of this Agreement, the Grantee will have no right to settlement of any such Restricted Stock Units. Restricted Stock Units will be settled under this Section 4 by the Company delivering to the Grantee (or his beneficiary in the event of death) a number of Shares equal to the number of Restricted Stock Units that have become vested and non-forfeitable and are to be settled at the applicable settlement date. In the case of Restricted Stock Units that become vested and non-forfeitable at the Determination a Stated Vesting Date in accordance with Section 2 of this Agreement (including Restricted Stock Units not forfeited by operation of Section 6(a) or 6(c))Agreement, such Restricted Stock Units will be settled at a date (the “Stated Settlement Date”) that is as prompt as practicable after the Determination Stated Vesting Date but in no event later than two and one-half (2-1/2) months after the Determination such Stated Vesting Date (settlement that is prompt but in no event later than two and one-half (2-1/2) months after the applicable vesting date is referred to herein as “Prompt Settlement”). The settlement of Restricted Stock Units that become vested and non-forfeitable in circumstances governed by Section 3 or Section 6(b) will be as follows: (i) Restricted Stock Units that do not constitute a deferral of compensation under Code Section 409A will be settled as follows: (A) Restricted Stock Units and that become vested in accordance with Section 6(b) (due to the Grantee’s death) will be settled within the period extending to not later than two and one-half (2-1/2) months after the later of the end of calendar year or the end of the Company’s fiscal year in which death occurred; and (B) Restricted Stock Units that become vested in accordance with Section 3(a) 3 (on the Change in Control Anniversary) or Section 3(b) (during the year following a Change in Control) will be settled in a Prompt Settlement following the applicable vesting date under Section 3(a) or 3(b)3. (ii) Restricted Stock Units that constitute a deferral of compensation under Code Section 409A (“▇▇▇▇ ▇▇▇▇”) will be settled as follows: (A) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 6(b) (due to the Grantee’s death) will be settled on the 30th day after the date of the Grantee’s death; (B) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 3(a) (on the Change in Control Anniversary)3, if in connection with the Change in Control there occurred a change in the ownership of the Company, a change in effective control of the Company Company, or a change in the ownership of a substantial portion of the assets of the Company as defined in Treasury Regulation § 1.409A-3(i)(5) (a “409A Change in Control”)) and to the extent permitted under Section 409A of the Code, will be settled in a Prompt Settlement following the first anniversary of the 409A Change in Control, and if there occurred no 409A Change in Control in connection with the Change in ControlControl or to the extent settlement upon the 409A Change in Control would not be permitted, such ▇▇▇▇ ▇▇▇▇ will be settled in a Prompt Settlement following the earliest of the Determination Date, one year after a 409A Change in Control not related to the Change in Control applicable Stated Vesting Date or the termination of the Grantee’s Continuous Status Service as an Employee or Consultant or Non-Employee Director, subject to Section 9(b) (including the six-month delay rule); and (C) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 3(b) (during the year following a Change in Control) will be settled in a Prompt Settlement following termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director, subject to Section 9(b) (including the six-month delay rule).

Settlement Timing. Unless and until the Restricted Stock Units become vested and non-forfeitable in accordance with Section 2, 2 or Section 3 or Section 6 of this Agreement, the Grantee will have no right to settlement of any such Restricted Stock Units. Restricted Stock Units will be settled under this Section 4 by the Company delivering paying to the Grantee (or his beneficiary in the event of death) a number of Shares cash payment equal to the Fair Market Value of a Share on the applicable vesting date or the date on which the vesting event occurs, multiplied by the number of Restricted Stock Units that have become vested and non-forfeitable and are to be settled at the applicable settlement on such date. In the case of Restricted Stock Units that become vested and non-forfeitable at the Determination a Stated Vesting Date in accordance with Section 2 of this Agreement (including Restricted Stock Units not forfeited by operation of Section 6(a) or 6(c))Agreement, such Restricted Stock Units will be settled at a date (the “Stated Settlement Date”) that is as prompt as practicable after the Determination Stated Vesting Date but in no event later than two and one-half (2-1/2) months after the Determination such Stated Vesting Date (settlement that is prompt but in no event later than two and one-half (2-1/2) months after the applicable vesting date is referred to herein as “Prompt Settlement”). The settlement of Restricted Stock Units that become vested and non-forfeitable in circumstances governed by Section 3 or Section 6(b) will be as follows: (i) Restricted Stock Units that do not constitute a deferral of compensation under Code Section 409A will be settled as follows: (A) Restricted Stock Units and that become vested in accordance with Section 6(b) (due to the Grantee’s death) will be settled within the period extending to not later than two and one-half (2-1/2) months after the later of the end of calendar year or the end of the Company’s fiscal year in which death occurred; and (B) Restricted Stock Units that become vested in accordance with Section 3(a) 3 (on the Change in Control Anniversary) or Section 3(b) (during the year following a Change in Control) will be settled in a Prompt Settlement following the applicable vesting date under Section 3(a) or 3(b)3. (ii) Restricted Stock Units that constitute a deferral of compensation under Code Section 409A (“▇▇▇▇ ▇▇▇▇409A RSUs”) will be settled as follows: (A) ▇▇▇▇ ▇▇▇▇ 409A RSUs that become vested in accordance with Section 6(b) (due to the Grantee’s death) will be settled on the 30th day after the date of the Grantee’s death; (B) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 3(a) (on the Change in Control Anniversary)3, if in connection with the Change in Control there occurred a change in the ownership of the Company, a change in effective control of the Company Company, or a change in the ownership of a substantial portion of the assets of the Company as defined in Treasury Regulation § 1.409A-3(i)(5) (a “409A Change in Control”)) and to the extent permitted under Section 409A of the Code, will be settled in a Prompt Settlement following the first anniversary of the 409A Change in Control, and if there occurred no 409A Change in Control in connection with the Change in ControlControl or to the extent settlement upon the 409A Change in Control would not be permitted, such ▇▇▇▇ ▇▇▇▇ 409A RSUs will be settled in a Prompt Settlement following the earliest of the Determination Date, one year after a 409A Change in Control not related to the Change in Control applicable Stated Vesting Date or the termination of the Grantee’s Continuous Status Service as an Employee or Consultant or Non-Employee Director, subject to Section 9(b) (including the six-month delay rule); and (C) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 3(b) (during the year following a Change in Control) will be settled in a Prompt Settlement following termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director, subject to Section 9(b) (including the six-month delay rule).

Settlement Timing. Unless and until the Restricted Stock Units become vested and non-forfeitable in accordance with Section 2, Section 3 or Section 6 of this Agreement, the Grantee will have no right to settlement of any such Restricted Stock Units. Restricted Stock Units will be settled under this Section 4 by the Company delivering to the Grantee (or his beneficiary in the event of death) a number of Shares equal to the number of Restricted Stock Units that have become vested and non-forfeitable and are to be settled at the applicable settlement date. In the case of Restricted Stock Units that become vested and non-forfeitable at the Determination Date in accordance with Section Sections 2 or 3(a) of this Agreement (including Restricted Stock Units not forfeited by operation of Section 6(a) or 6(c)), such Restricted Stock Units will be settled at a date that is as prompt as practicable after the Determination Date but in no event later than two and one-half (2-1/2) months after the Determination Date (settlement that is prompt but in no event later than two and one-half (2-1/2) months after the applicable vesting date is referred to herein as “Prompt Settlement”)on January 21, 2023. The settlement of Restricted Stock Units that become vested and non-forfeitable in circumstances governed by Section 3 3(b) or Section 6(b) will be as follows: (i) Restricted Stock Units that do not constitute a deferral of compensation under Code Section 409A will be settled as follows: (A) Restricted Stock Units that become vested in accordance with Section 6(b) (due to the Grantee’s death) will be settled within the period extending to not later than two and one-one half (2-2 1/2) months after the later of the end of the calendar year or the end of the Company’s fiscal year in which death occurred; and (B) Restricted Stock Units that become vested in accordance with Section 3(a) (on the Change in Control Anniversary) or Section 3(b) (during the year following a Change in Control) will be settled in a Prompt Settlement not later than two and one-half (2-1/2) months following the applicable vesting date under Section 3(a) or 3(b). (ii) Restricted Stock Units that constitute a deferral of compensation under Code Section 409A (“▇▇▇▇ ▇▇▇▇”) will be settled as follows: (A) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 6(b) (due to the Grantee’s death) will be settled on the 30th day after the date of the Grantee’s death; (B) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 3(a) (on the Change in Control Anniversary), if in connection with the Change in Control there occurred a change in the ownership of the Company, a change in effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company as defined in Treasury Regulation § 1.409A-3(i)(5) (a “409A Change in Control”), will be settled in a Prompt Settlement following the first anniversary of the 409A Change in Control, and if there occurred no 409A Change in Control in connection with the Change in Control, such ▇▇▇▇ ▇▇▇▇ will be settled in a Prompt Settlement following the earliest of the Determination Date, one year after a 409A Change in Control not related to the Change in Control or the termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director, subject to Section 9(b) (including the six-month delay rule); and[intentionally omitted] (C) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 3(b) (during the year following a Change in Control) will be settled in a Prompt Settlement not later than two and one-half (2-1/2) months following termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee DirectorService, subject to Section 9(b10(b) (including the six-month delay rule).

Settlement Timing. Unless and until the Restricted Stock Units become vested and non-forfeitable in accordance with Section 2, Section 3 or Section 6 of this Agreement, the Grantee will have no right to settlement of any such Restricted Stock Units. Restricted Stock Units will be settled under this Section 4 by the Company delivering to the Grantee (or his or her beneficiary in the event of death) a number of Shares equal to the number of Restricted Stock Units that have become vested and non-forfeitable and are to be settled at the applicable settlement date. In the case of Restricted Stock Units that become vested and non-forfeitable at the Determination a Stated Vesting Date in accordance with Section 2 of this Agreement (including Restricted Stock Units not forfeited by operation of Section 6(a) or 6(c))Agreement, such Restricted Stock Units will be settled at a date (the “Stated Settlement Date”) that is as prompt as practicable after the Determination Stated Vesting Date but in no event later than two and one-half (2-1/2) months after the Determination such Stated Vesting Date (settlement that is prompt but in no event later than two and one-half (2-1/2) months after the applicable vesting date or vesting event is referred to herein as “Prompt Settlement”). The settlement of Restricted Stock Units that become vested and non-forfeitable in circumstances governed by Section 3 or Section 6(b) 6 or that are settled under Section 2 after the Grantee has become Retirement-eligible under Section 6 will be as follows: (i) Restricted Stock Units that do not constitute a deferral of compensation under Code Section 409A will be settled as follows: (A) Restricted Stock Units that become vested in accordance with Section 6(b) (due to the Grantee’s death) will be settled within the period extending to not later than two and one-half (2-1/2) months after the later of the end of calendar year or the end of the Company’s fiscal year in which death occurred; (B) Restricted Stock Units that become vested in accordance with Section 6(c) (due to the Grantee’s termination due to Disability) will be settled in a Prompt Settlement following termination of the Grantee’s Continuous Service; and (BC) Restricted Stock Units that become vested in accordance with Section 3(a) (on the Change in Control Anniversary) or Section 3(b) (during the one-year period following a Change in Control) will be settled in a Prompt Settlement following the applicable vesting date or vesting event under Section 3(a) or 3(b). (ii) Restricted Stock Units that constitute a deferral of compensation under Code Section 409A (“▇▇▇▇ ▇▇▇▇409A RSUs”) will be settled as follows: (A) ▇▇▇▇ ▇▇▇▇ 409A RSUs that become vested in accordance with Section 6(b) (due to the Grantee’s death) will be settled on the 30th day after the date of the Grantee’s death; (B) ▇▇▇▇ ▇▇▇▇ 409A RSUs that become vested in accordance with Section 6(c) (due to the Grantee’s termination due to Disability) will be settled in a Prompt Settlement following termination of the Grantee’s Continuous Service, subject to Section 10(b) (including the six-month delay rule); provided, however, that if the Grantee would satisfy the age and service requirements for Retirement prior to the vesting of the Restricted Stock Units, then the 409A RSUs shall be settled at the time specified in Section 2 to the extent required to comply with Code Section 409A; and (C) 409A RSUs that become vested in accordance with Section 3(a) (on the Change in Control Anniversary), if in connection with the Change in Control there occurred a change in the ownership of the Company, a change in effective control of the Company Company, or a change in the ownership of a substantial portion of the assets of the Company as defined in Treasury Regulation § 1.409A-3(i)(5) (a “409A Change in Control”), will be settled in a Prompt Settlement following the first anniversary of the 409A Change in Control, and if there occurred no 409A Change in Control in connection with the Change in Control, such ▇▇▇▇ ▇▇▇▇ 409A RSUs will be settled in a Prompt Settlement following the earliest of the Determination applicable Stated Vesting Date, one year after a 409A Change in Control not related to the Change in Control or the termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee DirectorService, subject to Section 9(b10(b) (including the six-month delay rule); and (CD) ▇▇▇▇ ▇▇▇▇ 409A RSUs that become vested in accordance with Section 3(b) (during the one-year period following a Change in Control) will be settled in a Prompt Settlement following termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee DirectorService, subject to Section 9(b10(b) (including the six-month delay rule).; provided, however, that if the Grantee would satisfy the age and service requirements for Retirement prior to the vesting of the Restricted Stock Units, then the 409A RSUs shall be settled at the time specified in Section 2 to the extent required to comply with Code Section 409A.

Settlement Timing. Unless and until the Restricted Stock Units become vested and non-forfeitable in accordance with Section 2, Section 3 or Section 6 of this Agreement, the Grantee will have no right to settlement of any such Restricted Stock Units. Restricted Stock Units will be settled under this Section 4 by the Company delivering to the Grantee (or his or her beneficiary in the event of death) a number of Shares equal to the number of Restricted Stock Units that have become vested and non-forfeitable and are to be settled at the applicable settlement date. In the case of Restricted Stock Units that become vested and non-forfeitable at the Determination a Stated Vesting Date in accordance with Section 2 of this Agreement (including Restricted Stock Units not forfeited by operation of Section 6(a) or 6(c))Agreement, such Restricted Stock Units will be settled at a date (the “Stated Settlement Date”) that is as prompt as practicable after the Determination Stated Vesting Date but in no event later than two and one-half (2-1/2) months after the Determination such Stated Vesting Date (settlement that is prompt but in no event later than two and one-half (2-1/2) months after the applicable vesting date or vesting event is referred to herein as “Prompt Settlement”). The settlement of Restricted Stock Units that become vested and non-forfeitable in circumstances governed by Section 3 or Section 6(b) 6 or that are settled under Section 2 after the Grantee has become Retirement-eligible under Section 6 will be as follows: (i) Restricted Stock Units that do not constitute a deferral of compensation under Code Section 409A will be settled as follows: (A) Restricted Stock Units that become vested in accordance with Section 6(b) (due to the Grantee’s death) will be settled within the period extending to not later than two and one-half (2-1/2) months after the later of the end of calendar year or the end of the Company’s fiscal year in which death occurred; (B) Restricted Stock Units that become vested in accordance with Section 6(c) (due to the Grantee’s termination due to Disability) will be settled in a Prompt Settlement following termination of the Grantee’s Continuous Service; and (BC) Restricted Stock Units that become vested in accordance with Section 3(a) (on the Change in Control Anniversary) or Section 3(b) (during the one-year period following a Change in Control) will be settled in a Prompt Settlement following the applicable vesting date or vesting event under Section 3(a) or 3(b). (ii) Restricted Stock Units that constitute a deferral of compensation under Code Section 409A (“▇▇▇▇ ▇▇▇▇409A RSUs”) will be settled as follows: (A) ▇▇▇▇ ▇▇▇▇ 409A RSUs that become vested in accordance with Section 6(b) (due to the Grantee’s death) will be settled on the 30th day after the date of the Grantee’s death; (B) ▇▇▇▇ ▇▇▇▇ 409A RSUs that become vested in accordance with Section 6(c) (due to the Grantee’s termination due to Disability) will be settled in a Prompt Settlement following termination of the Grantee’s Continuous Service, subject to Section 10(b) (including the six-month delay rule); provided, however, that if the Grantee would satisfy the age and service requirements for Retirement prior to the vesting of the Restricted Stock Units, then the 409A RSUs shall be settled at the time specified in Section 2 to the extent required to comply with Code Section 409A; and (C) 409A RSUs that become vested in accordance with Section 3(a) (on the Change in Control Anniversary), if in connection with the Change in Control there occurred a change in the ownership of the Company, a change in effective control of the Company Company, or a change in the ownership of a substantial portion of the assets of the Company as defined in Treasury Regulation § 1.409A-3(i)(5) (a “409A Change in Control”), will be settled in a Prompt Settlement following the first anniversary of the 409A Change in Control, and if there occurred no 409A Change in Control in connection with the Change in Control, such ▇▇▇▇ ▇▇▇▇ 409A RSUs will be settled in a Prompt Settlement following the earliest of the Determination applicable Stated Vesting Date, one year after a 409A Change in Control not related to the Change in Control or the termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director, Service subject to Section 9(b10(b) (including the six-month delay rule); and (CD) ▇▇▇▇ ▇▇▇▇ 409A RSUs that become vested in accordance with Section 3(b) (during the one-year period following a Change in Control) will be settled in a Prompt Settlement following termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee DirectorService, subject to Section 9(b10(b) (including the six-month delay rule).; provided, however, that if the Grantee would satisfy the age and service requirements for Retirement prior to the vesting of the Restricted Stock Units, then the 409A RSUs shall be settled at the time specified in Section 2 to the extent required to comply with Code Section 409A.

Settlement Timing. Unless and until the Restricted Stock Units become vested and non-forfeitable in accordance with Section 2, Section 3 or Section 6 of this Agreement, the Grantee will have no right to settlement of any such Restricted Stock Units. Restricted Stock Units will be settled under this Section 4 by the Company delivering to the Grantee (or his beneficiary in the event of death) a number of Shares equal to the number of Restricted Stock Units that have become vested and non-forfeitable and are to be settled at the applicable settlement date. In the case of Restricted Stock Units that become vested and non-forfeitable at the Determination a Stated Vesting Date in accordance with Section 2 of this Agreement (including Restricted Stock Units not forfeited by operation of Section 6(a) or 6(c))Agreement, such Restricted Stock Units will be settled at a date (the “Stated Settlement Date”) that is as prompt as practicable after the Determination Stated Vesting Date but in no event later than two and one-half (2-1/2) months after the Determination such Stated Vesting Date (settlement that is prompt but in no event later than two and one-half (2-1/2) months after the applicable vesting date is referred to herein as “Prompt Settlement”). The settlement of Restricted Stock Units that become vested and non-forfeitable in circumstances governed by Section 3 or Section 6(b) 6 will be as follows: (i) Restricted Stock Units that do not constitute a deferral of compensation under Code Section 409A will be settled as follows: (A) Restricted Stock Units that become vested in accordance with Section 6(b6(a) (due to the Grantee’s death) will be settled within the period extending to not later than two and one-half (2-1/2) months after the later of the end of calendar year or the end of the Company’s fiscal year in which death occurred; (B) Restricted Stock Units that become vested in accordance with Section 6(b) (due to the Grantee’s termination due to Disability) will be settled in a Prompt Settlement following termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director; and (BC) Restricted Stock Units that become vested in accordance with Section 3(a) (on the Change in Control Anniversary) or Section 3(b) (during the year following a Change in Control) will be settled in a Prompt Settlement following the applicable vesting date under Section 3(a) or 3(b). (ii) Restricted Stock Units that constitute a deferral of compensation under Code Section 409A (“▇▇▇▇ ▇▇▇▇”) will be settled as follows: (A) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 6(b6(a) (due to the Grantee’s death) will be settled on the 30th day after the date of the Grantee’s death; (B) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 6(b) (due to the Grantee’s termination due to Disability) will be settled in a Prompt Settlement following termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director, subject to Section 9(b) (including the six-month delay rule); and (C) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 3(a) (on the Change in Control Anniversary), if in connection with the Change in Control there occurred a change in the ownership of the Company, a change in effective control of the Company Company, or a change in the ownership of a substantial portion of the assets of the Company as defined in Treasury Regulation § 1.409A-3(i)(5) (a “409A Change in Control”), will be settled in a Prompt Settlement following the first anniversary of the 409A Change in Control, and if there occurred no 409A Change in Control in connection with the Change in Control, such ▇▇▇▇ ▇▇▇▇ will be settled in a Prompt Settlement following the earliest of the Determination applicable Stated Vesting Date, one year after a 409A Change in Control not related to the Change in Control or the termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director, subject to Section 9(b) (including the six-month delay rule); and (CD) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 3(b) (during the year following a Change in Control) will be settled in a Prompt Settlement following termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director, subject to Section 9(b) (including the six-month delay rule).

Settlement Timing. Unless and until the Restricted Stock Units become vested and non-forfeitable in accordance with Section 2, 2 or Section 3 or Section 6 of this Agreement, the Grantee will have no right to settlement of any such Restricted Stock Units. Restricted Stock Units will be settled under this Section 4 by the Company delivering to the Grantee (or his beneficiary in the event of death) a number of Shares equal to the number of Restricted Stock Units that have become vested and non-forfeitable and are to be settled at the applicable settlement date. In the case of Restricted Stock Units that become vested and non-forfeitable at the Determination a Stated Vesting Date in accordance with Section 2 of this Agreement (including Restricted Stock Units not forfeited by operation of Section 6(a) or 6(c))Agreement, such Restricted Stock Units will be settled at a date (the “Stated Settlement Date”) that is as prompt as practicable after the Determination Stated Vesting Date but in no event later than two and one-half (2-1/2) months after the Determination such Stated Vesting Date (settlement that is prompt but in no event later than two and one-half (2-1/2) months after the applicable vesting date is referred to herein as “Prompt Settlement”). The settlement of Restricted Stock Units that become vested and non-forfeitable in circumstances governed by Section 3 or Section 6(b) will be as follows: (i) Restricted Stock Units that do not constitute a deferral of compensation under Code Section 409A will be settled as follows: (A) Restricted Stock Units that become vested in accordance with Section 6(b) (due to the Grantee’s death) will be settled within the period extending to not later than two and one-half (2-1/2) months after the later of the end of calendar year or the end of the Company’s fiscal year in which death occurred; and (B) Restricted Stock Units that become vested in accordance with Section 3(a) (on the Change in Control Anniversary) or Section 3(b) (during the year following a Change in Control) will be settled in a Prompt Settlement following the applicable vesting date under Section 3(a) or 3(b). (ii) Restricted Stock Units that constitute a deferral of compensation under Code Section 409A (“▇▇▇▇ ▇▇▇▇”) will be settled as follows: (A) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 6(b) (due to the Grantee’s death) will be settled on the 30th day after the date of the Grantee’s death; (B) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 3(a) (on the Change in Control Anniversary), if in connection with the Change in Control there occurred a change in the ownership of the Company, a change in effective control of the Company Company, or a change in the ownership of a substantial portion of the assets of the Company as defined in Treasury Regulation § 1.409A-3(i)(5) (a “409A Change in Control”), will be settled in a Prompt Settlement following the first anniversary of the 409A Change in Control, and if there occurred no 409A Change in Control in connection with the Change in Control, such ▇▇▇▇ ▇▇▇▇ will be settled in a Prompt Settlement following the earliest of the Determination applicable Stated Vesting Date, one year after a 409A Change in Control not related to the Change in Control or the termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee DirectorService, subject to Section 9(b) (including the six-month delay rule); and (CB) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 3(b) (during the year following a Change in Control) will be settled in a Prompt Settlement following termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee DirectorService, subject to Section 9(b) (including the six-month delay rule).

Settlement Timing. Unless and until the Restricted Stock Units become vested and non-forfeitable in accordance with Section 2, Section 3 or Section 6 of this Agreement, the Grantee will have no right to settlement of any such Restricted Stock Units. Restricted Stock Units will be settled under this Section 4 by the Company delivering to the Grantee (or his beneficiary in the event of death) a number of Shares equal to the number of Restricted Stock Units that have become vested and non-forfeitable and are to be settled at the applicable settlement date. In the case of Restricted Stock Units that become vested and non-forfeitable at the Determination a Stated Vesting Date in accordance with Section 2 of this Agreement (including Restricted Stock Units not forfeited by operation of Section 6(a) or 6(c))Agreement, such Restricted Stock Units will be settled at a date (the “Stated Settlement Date”) that is as prompt as practicable after the Determination Stated Vesting Date but in no event later than two and one-half (2-1/2) months after the Determination such Stated Vesting Date (settlement that is prompt but in no event later than two and one-half (2-1/2) months after the applicable vesting date or vesting event is referred to herein as “Prompt Settlement”). The settlement of Restricted Stock Units that become vested and non-forfeitable in circumstances governed by Section 3 or Section 6(b) 6 or that are settled under Section 2 after the Grantee has become Retirement-eligible under Section 6 will be as follows: (i) Restricted Stock Units that do not constitute a deferral of compensation under Code Section 409A will be settled as follows: (A) Restricted Stock Units that become vested in accordance with Section 6(b) (due to the Grantee’s death) will be settled within the period extending to not later than two and one-half (2-1/2) months after the later of the end of calendar year or the end of the Company’s fiscal year in which death occurred; (B) Restricted Stock Units that become vested in accordance with Section 6(c) (due to the Grantee’s termination due to Disability) will be settled in a Prompt Settlement following termination of the Grantee’s Continuous Service; and (BC) Restricted Stock Units that become vested in accordance with Section 3(a) (on the Change in Control Anniversary) or Section 3(b) (during the one-year period following a Change in Control) will be settled in a Prompt Settlement following the applicable vesting date or vesting event under Section 3(a) or 3(b). (ii) Restricted Stock Units that constitute a deferral of compensation under Code Section 409A (“▇▇▇▇ ▇▇▇▇”) will be settled as follows: (A) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 6(b) (due to the Grantee’s death) will be settled on the 30th day after the date of the Grantee’s death; (B) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 6(c) (due to the Grantee’s termination due to Disability) will be settled in a Prompt Settlement following termination of the Grantee’s Continuous Service, subject to Section 10(b) (including the six-month delay rule); provided, however, that if the Grantee would satisfy the age and service requirements for Retirement prior to the vesting of the Restricted Stock Units, then the ▇▇▇▇ ▇▇▇▇ shall be settled at the time specified in Section 2 to the extent required to comply with Code Section 409A; and (C) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 3(a) (on the Change in Control Anniversary), if in connection with the Change in Control there occurred a change in the ownership of the Company, a change in effective control of the Company Company, or a change in the ownership of a substantial portion of the assets of the Company as defined in Treasury Regulation § 1.409A-3(i)(5) (a “409A Change in Control”), will be settled in a Prompt Settlement following the first anniversary of the 409A Change in Control, and if there occurred no 409A Change in Control in connection with the Change in Control, such ▇▇▇▇ ▇▇▇▇ will be settled in a Prompt Settlement following the earliest of the Determination applicable Stated Vesting Date, one year after a 409A Change in Control not related to the Change in Control or the termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director, Service subject to Section 9(b10(b) (including the six-month delay rule); and (CD) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 3(b) (during the one-year period following a Change in Control) will be settled in a Prompt Settlement following termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee DirectorService, subject to Section 9(b10(b) (including the six-month delay rule).; provided, however, that if the Grantee would satisfy the age and service requirements for Retirement prior to the vesting of the Restricted Stock Units, then the ▇▇▇▇ ▇▇▇▇ shall be settled at the time specified in Section 2 to the extent required to comply with Code Section 409A.

Settlement Timing. Unless and until the Restricted Stock Units become vested and non-forfeitable in accordance with Section 2, Section 3 or Section 6 of this Agreement, the Grantee will have no right to settlement of any such Restricted Stock Units. Restricted Stock Units will be settled under this Section 4 by the Company delivering to the Grantee (or his beneficiary in the event of death) a number of Shares equal to the number of Restricted Stock Units that have become vested and non-forfeitable and are to be settled at the applicable settlement date. In the case of Restricted Stock Units that become vested and non-forfeitable at the Determination a Measurement Date in accordance with Section 2 of this Agreement (including Restricted Stock Units not forfeited by operation of Section 6(a) or 6(c)), such Restricted Stock Units will be settled at a date that is as prompt as practicable after the Determination Date but in no event later than two and one-half (2-1/2) months after the Determination applicable Measurement Date (settlement that is prompt but in no event later than two and one-half (2-1/2) months after the applicable vesting date is referred to herein as “Prompt Settlement”). The settlement of Restricted Stock Units that become vested and non-forfeitable in circumstances governed by Section 3 or Section 6(b) will be as follows: (i) Restricted Stock Units that do not constitute a deferral of compensation under Code Section 409A will be settled as follows: (A) Restricted Stock Units that become vested in accordance with Section 6(b) (due to the Grantee’s death) will be settled within the period extending to not later than two and one-half (2-1/2) months after the later of the end of calendar year or the end of the Company’s fiscal year in which death occurred; and (B) Restricted Stock Units that become vested in accordance with Section 3(a) (on the Change in Control Anniversary) or Section 3(b) (during the year following a Change in Control) will be settled in a Prompt Settlement following the applicable vesting date under Section 3(a) or 3(b). (ii) Restricted Stock Units that constitute a deferral of compensation under Code Section 409A (“▇▇▇▇ ▇▇▇▇”) will be settled as follows: (A) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 6(b) (due to the Grantee’s death) will be settled on the 30th day after the date of the Grantee’s death; (B) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 3(a) (on the Change in Control Anniversary), if in connection with the Change in Control there occurred a change in the ownership of the Company, a change in effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company as defined in Treasury Regulation § 1.409A-3(i)(5) (a “409A Change in Control”), will be settled in a Prompt Settlement following the first anniversary of the 409A Change in Control, and if there occurred no 409A Change in Control in connection with the Change in Control, such ▇▇▇▇ ▇▇▇▇ will be settled in a Prompt Settlement following the earliest of the next Measurement Date (at the applicable Determination Date), one year after a 409A Change in Control not related to the Change in Control or the termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director, subject to Section 9(b) (including the six-month delay rule); and (C) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 3(b) (during the year following a Change in Control) will be settled in a Prompt Settlement following termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director, subject to Section 9(b) (including the six-month delay rule).

Settlement Timing. Unless and until the Restricted Stock Units become vested and non-forfeitable in accordance with Section 2, Section 3 or Section 6 of this Agreement, the Grantee will have no right to settlement of any such Restricted Stock Units. Restricted Stock Units will be settled under this Section 4 by the Company delivering to the Grantee (or his beneficiary in the event of death) a number of Shares equal to the number of Restricted Stock Units that have become vested and non-forfeitable and are to be settled at the applicable settlement date. In the case of Restricted Stock Units that become vested and non-forfeitable at the Determination a Stated Vesting Date in accordance with Section 2 of this Agreement (including Restricted Stock Units not forfeited by operation of Section 6(a) or 6(c))Agreement, such Restricted Stock Units will be settled at a date (the “Stated Settlement Date”) that is as prompt as practicable after the Determination Stated Vesting Date but in no event later than two and one-half (2-1/2) months after the Determination such Stated Vesting Date (settlement that is prompt but in no event later than two and one-half (2-1/2) months after the applicable vesting date or vesting event is referred to herein as “Prompt Settlement”). The settlement of Restricted Stock Units that become vested and non-forfeitable in circumstances governed by Section 3 or Section 6(b) 6 will be as follows: (i) Restricted Stock Units that do not constitute a deferral of compensation under Code Section 409A will be settled as follows: (A) Restricted Stock Units that become vested in accordance with Section 6(b6(a) (due to the Grantee’s death) will be settled within the period extending to not later than two and one-half (2-1/2) months after the later of the end of calendar year or the end of the Company’s fiscal year in which death occurred; (B) Restricted Stock Units that become vested in accordance with Section 6(b) (due to the Grantee’s termination due to Disability) will be settled in a Prompt Settlement following termination of the Grantee’s Continuous Service; and (BC) Restricted Stock Units that become vested in accordance with Section 3(a) (on the Change in Control Anniversary) or Section 3(b) (during the one-year period following a Change in Control) will be settled in a Prompt Settlement following the applicable vesting date or vesting event under Section 3(a) or 3(b). (ii) Restricted Stock Units that constitute a deferral of compensation under Code Section 409A (“▇▇▇▇ ▇▇▇▇”) will be settled as follows: (A) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 6(b6(a) (due to the Grantee’s death) will be settled on the 30th day after the date of the Grantee’s death; (B) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 6(b) (due to the Grantee’s termination due to Disability) will be settled in a Prompt Settlement following termination of the Grantee’s Continuous Service, subject to Section 10(b) (including the six-month delay rule); and (C) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 3(a) (on the Change in Control Anniversary), if in connection with the Change in Control there occurred a change in the ownership of the Company, a change in effective control of the Company Company, or a change in the ownership of a substantial portion of the assets of the Company as defined in Treasury Regulation § 1.409A-3(i)(5) (a “409A Change in Control”), will be settled in a Prompt Settlement following the first anniversary of the 409A Change in Control, and if there occurred no 409A Change in Control in connection with the Change in Control, such ▇▇▇▇ ▇▇▇▇ will be settled in a Prompt Settlement following the earliest of the Determination applicable Stated Vesting Date, one year after a 409A Change in Control not related to the Change in Control or the termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee DirectorService, subject to Section 9(b10(b) (including the six-month delay rule); and (CD) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 3(b) (during the one-year period following a Change in Control) will be settled in a Prompt Settlement following termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee DirectorService, subject to Section 9(b10(b) (including the six-month delay rule).

Settlement Timing. Unless and until the Restricted Stock Units become vested and non-forfeitable in accordance with Section 2, Section 3 or Section 6 of this Agreement, the Grantee will have no right to settlement of any such Restricted Stock Units. Restricted Stock Units will be settled under this Section 4 by the Company delivering to the Grantee (or his beneficiary in the event of death) a number of Shares equal to the number of Restricted Stock Units that have become vested and non-forfeitable and are to be settled at the applicable settlement date. In the case of Restricted Stock Units that become vested and non-forfeitable at the Determination a Stated Vesting Date in accordance with Section 2 of this Agreement (including Restricted Stock Units not forfeited by operation of Section 6(a) or 6(c))Agreement, such Restricted Stock Units will be settled at a date (the “Stated Settlement Date”) that is as prompt as practicable after the Determination Stated Vesting Date but in no event later than two and one-half (2-1/2) months after the Determination such Stated Vesting Date (settlement that is prompt but in no event later than two and one-half (2-1/2) months after the applicable vesting date is referred to herein as “Prompt Settlement”). The settlement of Restricted Stock Units that become vested and non-forfeitable in circumstances governed by Section 3 or Section 6(b) 6 will be as follows: (i) Restricted Stock Units that do not constitute a deferral of compensation under Code Section 409A will be settled as follows: (A) Restricted Stock Units that become vested in accordance with Section 6(b6(a) (due to the Grantee’s death) will be settled within the period extending to not later than two and one-half (2-1/2) months after the later of the end of calendar year or the end of the Company’s fiscal year in which death occurred; (B) Restricted Stock Units that become vested in accordance with Section 6(b) (due to the Grantee’s termination due to Disability) will be settled in a Prompt Settlement following termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director; and (BC) Restricted Stock Units that become vested in accordance with Section 3(a) (on the Change in Control Anniversary) or Section 3(b) (during the year following a Change in Control) will be settled in a Prompt Settlement following the applicable vesting date under Section 3(a) or 3(b). (ii) Restricted Stock Units that constitute a deferral of compensation under Code Section 409A (“▇▇▇▇ ▇▇▇▇”) will be settled as follows: (A) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 6(b6(a) (due to the Grantee’s death) will be settled on the 30th day after the date of the Grantee’s death; (B) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 6(b) (due to the Grantee’s termination due to Disability) will be settled in a Prompt Settlement following termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director, subject to Section 9(b) (including the six-month delay rule); and (C) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 3(a) (on the Change in Control Anniversary), if in connection with the Change in Control there occurred a change in the ownership of the Company, a change in effective control of the Company Company, or a change in the ownership of a substantial portion of the assets of the Company as defined in Treasury Regulation § 1.409A-3(i)(5) (a “409A Change in Control”), will be settled in a Prompt Settlement following the first anniversary of the 409A Change in Control, and if there occurred no 409A Change in Control in connection with the Change in Control, such ▇▇▇▇ ▇▇▇▇ will be settled in a Prompt Settlement following the earliest of the Determination applicable Stated Vesting Date, one year after a 409A Change in Control not related to the Change in Control or the termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director, subject to Section 9(b) (including the six-month delay rule); and (C) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 3(b) (during the year following a Change in Control) will be settled in a Prompt Settlement following termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director, subject to Section 9(b) (including the six-month delay rule).to

Settlement Timing. Unless and until the Restricted Stock Units become vested and non-forfeitable in accordance with Section 2, Section 3 or Section 6 of this Agreement, the Grantee will have no right to settlement of any such Restricted Stock Units. Restricted Stock Units will be settled under this Section 4 by the Company delivering to the Grantee (or his beneficiary in the event of death) a number of Shares equal to the number of Restricted Stock Units that have become vested and non-forfeitable and are to be settled at the applicable settlement date. In the case of Restricted Stock Units that become vested and non-forfeitable at the Determination a Stated Vesting Date in accordance with Section 2 of this Agreement (including Restricted Stock Units not forfeited by operation of Section 6(a) or 6(c))Agreement, such Restricted Stock Units will be settled at a date (the “Stated Settlement Date”) that is as prompt as practicable after the Determination Stated Vesting Date but in no event later than two and one-half (2-1/2) months after the Determination such Stated Vesting Date (settlement that is prompt but in no event later than two and one-half (2-1/2) months after the applicable vesting date or vesting event is referred to herein as “Prompt Settlement”). The settlement of Restricted Stock Units that become vested and non-forfeitable in circumstances governed by Section 3 or Section 6(b) 6 or that are settled under Section 2 after the Grantee has become Retirement-eligible under Section 6 will be as follows: (i) Restricted Stock Units that do not constitute a deferral of compensation under Code Section 409A will be settled as follows: (A) Restricted Stock Units that become vested in accordance with Section 6(b) (due to the Grantee’s death) will be settled within the period extending to not later than two and one-half (2-1/2) months after the later of the end of calendar year or the end of the Company’s fiscal year in which death occurred; (B) Restricted Stock Units that become vested in accordance with Section 6(c) (due to the Grantee’s termination due to Disability) will be settled in a Prompt Settlement following termination of the Grantee’s Continuous Service; and (BC) Restricted Stock Units that become vested in accordance with Section 3(a) (on the Change in Control Anniversary) or Section 3(b) (during the year following a Change in Control) will be settled in a Prompt Settlement following the applicable vesting date or vesting event under Section 3(a) or 3(b). (ii) Restricted Stock Units that constitute a deferral of compensation under Code Section 409A (“▇▇▇▇ ▇▇▇▇”) will be settled as follows: (A) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 6(b) (due to the Grantee’s death) will be settled on the 30th day after the date of the Grantee’s death; (B) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 6(c) (due to the Grantee’s termination due to Disability) will be settled in a Prompt Settlement following termination of the Grantee’s Continuous Service, subject to Section 10(b) (including the six-month delay rule); provided, however, that if the Grantee would satisfy the age and service requirements for Retirement prior to the vesting of the Restricted Stock Units, then the ▇▇▇▇ ▇▇▇▇ shall be settled at the time specified in Section 2 to the extent required to comply with Code Section 409A; and (C) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 3(a) (on the Change in Control Anniversary), if in connection with the Change in Control there occurred a change in the ownership of the Company, a change in effective control of the Company Company, or a change in the ownership of a substantial portion of the assets of the Company as defined in Treasury Regulation § 1.409A-3(i)(5) (a “409A Change in Control”), will be settled in a Prompt Settlement following the first anniversary of the 409A Change in Control, and if there occurred no 409A Change in Control in connection with the Change in Control, such ▇▇▇▇ ▇▇▇▇ will be settled in a Prompt Settlement following the earliest of the Determination applicable Stated Vesting Date, one year after a 409A Change in Control not related to the Change in Control or the termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director, Service subject to Section 9(b10(b) (including the six-month delay rule); and (CD) ▇▇▇▇ ▇▇▇▇ that become vested in accordance with Section 3(b) (during the one-year period following a Change in Control) will be settled in a Prompt Settlement following termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee DirectorService, subject to Section 9(b10(b) (including the six-month delay rule).; provided, however, that if the Grantee would satisfy the age and service requirements for Retirement prior to the vesting of the Restricted Stock Units, then the ▇▇▇▇ ▇▇▇▇ shall be settled at the time specified in Section 2 to the extent required to comply with Code Section 409A.