Common use of AND SETTLEMENT Clause in Contracts

AND SETTLEMENT. MRUs shall fully vest on the second anniversary of the Date of Grant, so long as Grantee has continuously performed service (whether as an employee, director or consultant for the Company or any of its Affiliates) (“Service”) from the Date of Grant to the vesting date. MRUs shall be settled in cash by the Company no later than 60 days after the applicable vesting date, provided, however, that if Grantee is deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Internal Revenue Code of 1986, as amended (the “Code”), then with regard to any payment or the provision of any benefit that is considered deferred compensation under Section 409A of the Code payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Grantee, and (ii) the date of Grantee’s death. Grantee shall be entitled, at his or her election, to defer the cash settlement of MRUs into the Company’s Deferred Compensation Plan, pursuant to the terms and conditions of such plan and provided that Grantee is eligible to participate in such plan. The Company may withhold from any amounts payable under this Agreement such Federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.