Common use of Delivery of Shares and Restrictive Legend Clause in Contracts

Delivery of Shares and Restrictive Legend. (a) As soon as administratively practicable following the vesting of RSUs pursuant to Section 3, but in no event later than the day that is sixty (60) days after the applicable vesting date, the Company shall deliver to the Grantee, in the sole discretion of the Committee: (i) a number of Shares equal to the number of RSUs that vest on such vesting date, (ii) a cash amount equal to the product of the Fair Market Value of a Share on such vesting date and the number of RSUs that vest on such vesting date or (iii) any combination of the foregoing, in settlement of the RSUs that vest on such vesting date. The value of Shares shall not bear any interest owing to the passage of time nor shall any action taken pursuant to or in accordance with this Agreement be construed to create a trust or a funded or secured obligation of any kind. The RSUs granted pursuant to this Agreement do not and shall not entitle the Grantee to any rights of a holder of Shares prior to the date that Shares are issued to the Grantee in settlement of the Award. The Grantee’s rights with respect to the RSUs shall remain forfeitable at all times prior to the date on which rights become vested in accordance with Section 2. (b) Certificates or evidence of book-entry for Shares, if any, to be issued in settlement of vested RSUs will be delivered to or otherwise made available to the Grantee (or, at the discretion of the Grantee, joint in the names of the Grantee and the Grantee’s spouse) or to the Grantee’s nominee at such person’s request. (c) The certificates, if any, for Shares to be issued in settlement of vested RSUs shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange unless an exemption to such registration or qualification is available and satisfied. The Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.