Payment of Vested Performance Share Units. For each vested Performance Share Unit, one Share shall be delivered to the Grantee as soon as administratively practicable following the Company’s certification that vesting has occurred at the completion of the Performance Period, but no later than the fifteenth day of the third month following the end of the calendar year in which such vesting date occurs. Notwithstanding any provision of this Agreement to the contrary, the issuance of Shares will be subject to compliance with all applicable requirements of federal, state, or foreign law with respect to such securities and with the requirements of any stock exchange or market system upon which the Shares may then be listed. No Shares will be issued hereunder if such issuance would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. In addition, Shares will not be issued hereunder unless (a) a registration statement under the Securities Act is at the time of issuance in effect with respect to the shares issued or (b) in the opinion of legal counsel to the Company, the shares issued may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any Shares subject to the Performance Share Units will relieve the Company of any liability in respect of the failure to issue such Shares as to which such requisite authority has not been obtained. As a condition to any issuance hereunder, the Company may require the Grantee to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company. From time to time, the Board and appropriate officers of the Company are authorized to take the actions necessary and appropriate to file required documents with governmental authorities, stock exchanges, and other appropriate persons to make Shares available for issuance.
Payment of Vested Performance Share Units. For each vested Performance Share Unit, one Share shall be delivered to the Grantee as soon as administratively practicable following vesting at the completion of the Performance Period, but no later than the fifteenth day of the third month following the end of the calendar year in which such vesting date occurs.
Payment of Vested Performance Share Units. (a) Except as provided in subparagraphs (b) and (c) of this Paragraph 5, following the Committee’s determinations pursuant to Paragraph 4 the Participant shall be entitled to receive a payment on any vested Performance Share Units equal to the Payout Value. The Payout Value shall be paid in cash as soon as administratively feasible following the Committee’s determination under Paragraph 4 and, in any event, between January 1 and March 15 immediately following the end of the Performance Cycle. If, in accordance with the Committee’s determination under Paragraph 4, the Payout Value is zero, the Participant shall immediately forfeit any and all rights to vested Performance Share Units. Upon the payment, if any, and/or forfeiture of the Performance Share Units pursuant to this Paragraph 5, the rights of the Participant and the obligations of the Corporation under this Award Agreement shall be satisfied in full.
