Common use of Certification and Payment Clause in Contracts

Certification and Payment. As soon as practicable following the completion of the audit of the Company’s consolidated financial statements for the last year of the Performance Period, the Company shall calculate the Payout Factor and the corresponding LTIP Payout payable to the Employee based on the Payout Factor, and shall submit these calculations to the Committee. Notwithstanding anything to the contrary in this Agreement, the Committee may, in its sole discretion, reduce the calculated LTIP Payout by up to 50% based on circumstances relating to the performance of the Company or the Employee. No later than the March 1st immediately following the Vesting Date the Committee shall certify in writing (which may consist of approved minutes of a Committee meeting) the LTIP Payout payable to the Employee. Subject to applicable tax withholding, the LTIP Payout so certified shall be paid to the Employee as soon as practicable following such certification; provided, however, that with respect to any portion of the LTIP Payout that the Employee has elected to defer pursuant to Section 5 below, applicable FICA tax shall be withheld from the non-deferred portion of the LTIP Payout and the full amount elected for deferral shall be paid in accordance with the provisions of Section 5.