Common use of Issuance and Distribution Clause in Contracts

Issuance and Distribution. a. After the end of the Performance Period and prior to the commencement of the payment of Shares relating to the Award, the Committee shall certify in writing the extent to which the Performance Goals and any other material terms of this Agreement have been achieved. For purposes of this provision, and for so long as the Code permits, the approved minutes of the Committee meeting in which the certification is made may be treated as written certification. b. Subject to the terms and conditions of this Agreement, Performance Share Units earned by the Participant (to the extent not previously settled) will be settled and paid in shares of the Company’s common stock in the first calendar year immediately following the end of the Performance Period on a date determined in the Committee’s discretion, but in no event later than March 15th of such year, subject to Participant’s satisfaction of all applicable income and employment withholding taxes (the “Payment Date”). c. Notwithstanding any other provision of this Agreement, in the event of a Change in Control, as defined in Section 16 of the Plan, the Performance Goals will be deemed to have been achieved (and the Performance Share Units will be deemed vested) at the target award level, and, if the Change in Control qualifies as a “Change in Control” event within the meaning of Treas. Reg. Section 1.409A-3(i)(5)(i) with respect to the Company, the value of such units will be settled (to the extent not previously settled), on the closing date of the Change in Control transaction (the “CiC Payment Date”); provided, further, in the event of a Change in Control, Performance Share Units may, in the Committee’s discretion, be settled in cash and/or securities or other property.1 d. [The Participant is required to hold, and not sell, transfer or otherwise dispose of fifty percent (50%) of the shares issued to the Participant following the vesting of the Performance Share Units (after accounting for the payment of any related taxes in connection with the vesting of the Performance Share Units) until the earlier of (i) ten (10) years from the Grant Date; or (ii) the Participant’s attainment of age sixty-two (62). [Note: For VPs and above only]]

Issuance and Distribution. a. After the end of the Performance Period and prior to the commencement of the payment of Shares relating to the Award, the Committee shall certify in writing the extent to which the Performance Goals and any other material terms of this Agreement have been achieved. For purposes of this provision, and for so long as the Code permits, the approved minutes of the Committee meeting in which the certification is made may be treated as written certification. b. 2.1 Subject to the terms and conditions of this Agreement, Performance Share and except as otherwise provided in Section 2.2 or Section 4, Restricted Stock Units earned by will be settled and paid in Shares issued to the Participant (to the extent not previously settled) will be settled and paid in shares of on the Company’s common stock in applicable Vesting Date, or if the first calendar year applicable Vesting Date is not a business day, on the immediately following the end of the Performance Period on a date determined in the Committee’s discretionbusiness day, or as soon as reasonably practicable but in no event later than March the 15th day of the third month following such yeardate, subject to the Participant’s satisfaction of all applicable income and employment withholding taxes (taxes; provided, however, that the “Payment Date”)Participant shall not be permitted to designate the taxable year of payment. c. 2.2 Notwithstanding any other provision of this Agreement, in the event of a Change in Control, as defined in Section 16 of the Plan, the Performance Goals will be deemed to have been achieved (and the Performance Share Restricted Stock Units will be deemed vested) at the target award level, and, if the Change in Control qualifies as a “Change in Control” event within the meaning of Treas. Reg. Section 1.409A-3(i)(5)(i) with respect to the Company, the value of such units will be settled (to the extent not previously vested or forfeited) will be deemed to have vested, and will be settled), on the closing date of the Change in Control transaction (the “CiC Payment Date”); provided, furtherhowever, in the event of a Change in Control, Performance Share Restricted Stock Units may, in the Committee’s discretion, be settled in cash and/or securities or other property.1 d. [2.3 The Participant is required to hold, and not sell, transfer or otherwise dispose of fifty percent (50%) of the shares Shares issued to the Participant following the vesting of the Performance Share Restricted Stock Units (after accounting for the payment of any related taxes in connection with the vesting of the Performance Share Restricted Stock Units) until the earlier of (i) ten (10) years from the Grant Date; or (ii) the Participant’s attainment of age sixty-two (62). [Note: For VPs and above only]].

Issuance and Distribution. a. After the end of the Performance Period and prior to the commencement of the payment of Shares relating to the Award, the Committee shall certify in writing the extent to which the Performance Goals and any other material terms of this Agreement have been achieved. For purposes of this provision, and for so long as the Code permits, the approved minutes of the Committee meeting in which the certification is made may be treated as written certification. b. 1.1 Subject to the terms and conditions of this Agreement, Performance Share and except as otherwise provided in Section 2.2 or Section 4, Restricted Stock Units earned by will be settled and paid in Shares issued to the Participant (to the extent not previously settled) will be settled and paid in shares of on the Company’s common stock in applicable Vesting Date, or if the first calendar year applicable Vesting Date is not a business day, on the immediately following the end of the Performance Period on a date determined in the Committee’s discretionbusiness day, or as soon as reasonably practicable but in no event later than March the 15th day of the third month following such yeardate, subject to the Participant’s satisfaction of all applicable income and employment withholding taxes (taxes; provided, however, that the “Payment Date”)Participant shall not be permitted to designate the taxable year of payment. c. 1.2 Notwithstanding any other provision of this Agreement, in the event of a Change in Control, as defined in Section 16 of the Plan, the Performance Goals will be deemed to have been achieved (and the Performance Share Restricted Stock Units will be deemed vested) at the target award level, and, if the Change in Control qualifies as a “Change in Control” event within the meaning of Treas. Reg. Section 1.409A-3(i)(5)(i) with respect to the Company, the value of such units will be settled (to the extent not previously vested or forfeited) will be deemed to have vested, and will be settled), on the closing date of the Change in Control transaction (the “CiC Payment Date”); provided, furtherhowever, in the event of a Change in Control, Performance Share Restricted Stock Units may, in the Committee’s discretion, be settled in cash and/or securities or other property.1 d. [1.3 The Participant is required to hold, and not sell, transfer or otherwise dispose of fifty percent (50%) of the shares Shares issued to the Participant following the vesting of the Performance Share Restricted Stock Units (after accounting for the payment of any related taxes in connection with the vesting of the Performance Share Restricted Stock Units) until the earlier of (i) ten (10) years from the Grant Date; or (ii) the Participant’s attainment of age sixty-two (62). [Note: 1 For VPs and above only]]the avoidance of doubt, the sale of any Affiliate of the Company shall not constitute a Change in Control for purposes of this Agreement.

Issuance and Distribution. a. After the end of the Performance Period and prior to the commencement of the payment of Shares relating to the Award, the Committee shall certify in writing the extent to which the Performance Goals and any other material terms of this Agreement have been achieved. For purposes of this provision, and for so long as the Code permits, the approved minutes of the Committee meeting in which the certification is made may be treated as written certification. b. Subject to the terms and conditions of this Agreement, Performance Share and except as otherwise provided in Section 2.2 or Section 4, Restricted Stock Units earned by will be settled and paid in Shares issued to the Participant (to the extent not previously settled) will be settled and paid in shares of on the Company’s common stock in applicable Vesting Date, or if the first calendar year applicable Vesting Date is not a business day, on the immediately following the end of the Performance Period on a date determined in the Committee’s discretionbusiness day, or as soon as reasonably practicable but in no event later than March the 15th day of the third month following such yeardate, subject to the Participant’s satisfaction of all applicable income and employment withholding taxes (taxes; provided, however, that the “Payment Date”)Participant shall not be permitted to designate the taxable year of payment. c. b. Notwithstanding any other provision of this Agreement, in the event of a Change in Control, as defined in Section 16 of the Plan, the Performance Goals will be deemed to have been achieved (and the Performance Share Restricted Stock Units will be deemed vested) at the target award level, and, if the Change in Control qualifies as a “Change in Control” event within the meaning of Treas. Reg. Section 1.409A-3(i)(5)(i) with respect to the Company, the value of such units will be settled (to the extent not previously vested or forfeited) will be deemed to have vested, and will be settled), on the closing date of the Change in Control transaction (the “CiC Payment Date”); provided, furtherhowever, in the event of a Change in Control, Performance Share Restricted Stock Units may, in the Committee’s discretion, be settled in cash and/or securities or other property.1 d. c. [The Participant is required to hold, and not sell, transfer or otherwise dispose of fifty percent (50%) of the shares Shares issued to the Participant following the vesting of the Performance Share Restricted Stock Units (after accounting for the payment of any related taxes in connection with the vesting of the Performance Share Restricted Stock Units) until the earlier of (i) ten (10) years from the Grant Date; or (ii) the Participant’s attainment of age sixty-two (62). [Note: For VPs and above only]]

Issuance and Distribution. a. After the end of the Performance Period and prior to the commencement of the payment of Shares relating to the Award, the Committee shall certify in writing the extent to which the Performance Goals and any other material terms of this Agreement have been achieved. For purposes of this provision, and for so long as the Code permits, the approved minutes of the Committee meeting in which the certification is made may be treated as written certification. b. 1.1 Subject to the terms and conditions of this Agreement, Performance Share and except as otherwise provided in Section 2.2 or Section 4, Restricted Stock Units earned by will be settled and paid in Shares issued to the Participant (to the extent not previously settled) will be settled and paid in shares of on the Company’s common stock in applicable Vesting Date, or if the first calendar year applicable Vesting Date is not a business day, on the immediately following the end of the Performance Period on a date determined in the Committee’s discretionbusiness day, or as soon as reasonably practicable but in no event later than March the 15th day of the third month following such yeardate, subject to the Participant’s satisfaction of all applicable income and employment withholding taxes (taxes; provided, however, that the “Payment Date”)Participant shall not be permitted to designate the taxable year of payment. c. 1.2 Notwithstanding any other provision of this Agreement, in the event of a Change in Control, as defined in Section 16 of the Plan, the Performance Goals Restricted Stock Units (to the extent not previously vested or forfeited) will be deemed to have been achieved (and the Performance Share Units will be deemed vested) at the target award level, and, if the Change in Control qualifies as a “Change in Control” event within the meaning of Treas. Reg. Section 1.409A-3(i)(5)(i) with respect to the Company, the value of such units will be settled (to the extent not previously settled), on the closing date of the Change in Control transaction (the “CiC Payment Date”); provided, furtherhowever, in the event of a Change in Control, Performance Share Restricted Stock Units may, in the Committee’s discretion, be settled in cash and/or securities or other property.1 d. [1.3 The Participant is required to hold, and not sell, transfer or otherwise dispose of fifty percent (50%) of the shares Shares issued to the Participant following the vesting of the Performance Share Restricted Stock Units (after accounting for the payment of any related taxes in connection with the vesting of the Performance Share Restricted Stock Units) until the earlier of (i) ten (10) years from the Grant Date; or (ii) the Participant’s attainment of age sixty-two (62). [Note: 1 For VPs and above only]]the avoidance of doubt, the sale of any Affiliate of the Company shall not constitute a Change in Control for purposes of this Agreement.

Issuance and Distribution. a. After the end of the Performance Period and prior to the commencement of the payment of Shares relating to the Award, the Committee shall certify in writing the extent to which the Performance Goals and any other material terms of this Agreement have been achieved. For purposes of this provision, and for so long as the Code permits, the approved minutes of the Committee meeting in which the certification is made may be treated as written certification. b. 2.1 Subject to the terms and conditions of this Agreement, Performance Share and except as otherwise provided in Section 2.2 or Section 4, Restricted Stock Units earned by will be settled and paid in Shares issued to the Participant (to the extent not previously settled) will be settled and paid in shares of on the Company’s common stock in applicable Vesting Date, or if the first calendar year applicable Vesting Date is not a business day, on the immediately following the end of the Performance Period on a date determined in the Committee’s discretionbusiness day, or as soon as reasonably practicable but in no event later than March the 15th day of the third month following such yeardate, subject to the Participant’s satisfaction of all applicable income and employment withholding taxes (taxes; provided, however, that the “Payment Date”)Participant shall not be permitted to designate the taxable year of payment. c. 2.2 Notwithstanding any other provision of this Agreement, in the event of a Change in Control, as defined in Section 16 of the Plan, the Performance Goals will be deemed to have been achieved (and the Performance Share Restricted Stock Units will be deemed vested) at the target award level, and, if the Change in Control qualifies as a “Change in Control” event within the meaning of Treas. Reg. Section 1.409A-3(i)(5)(i) with respect to the Company, the value of such units will be settled (to the extent not previously vested or forfeited) will be deemed to have vested,, and will be settled), on the closing date of the Change in Control transaction (the “CiC Payment Date”); provided, furtherhowever, in the event of a Change in Control, Performance Share Restricted Stock Units may, in the Committee’s discretion, be settled in cash and/or securities or other property.1property. d. [2.3 The Participant is required to hold, and not sell, transfer or otherwise dispose of fifty percent (50%) of the shares Shares issued to the Participant following the vesting of the Performance Share Restricted Stock Units (after accounting for the payment of any related taxes in connection with the vesting of the Performance Share Restricted Stock Units) until the earlier of (i) ten (10) years from the Grant Date; or (ii) the Participant’s attainment of age sixty-two (62). [Note: For VPs and above only]].

Issuance and Distribution. a. After the end of the Performance Period and prior to the commencement of the payment of Shares relating to the Award, the Committee shall certify in writing the extent to which the Performance Goals and any other material terms of this Agreement have been achieved. For purposes of this provision, and for so long as the Code permits, the approved minutes of the Committee meeting in which the certification is made may be treated as written certification. b. Subject to the terms and conditions of this Agreement, Performance Share and except as otherwise provided in Section 2.2 or Section 4, Restricted Stock Units earned by will be settled and paid in Shares issued to the Participant (to the extent not previously settled) will be settled and paid in shares of on the Company’s common stock in applicable Vesting Date, or if the first calendar year applicable Vesting Date is not a business day, on the immediately following the end of the Performance Period on a date determined in the Committee’s discretionbusiness day, or as soon as reasonably practicable but in no event later than March the 15th day of the third month following such yeardate, subject to the Participant’s satisfaction of all applicable income and employment withholding taxes (taxes; provided, however, that the “Payment Date”)Participant shall not be permitted to designate the taxable year of payment. c. b. Notwithstanding any other provision of this Agreement, in the event of a Change in Control, as defined in Section 16 of the Plan, the Performance Goals Restricted Stock Units (to the extent not previously vested or forfeited) will be deemed to have been achieved (and the Performance Share Units will be deemed vested) at the target award level, and, if the Change in Control qualifies as a “Change in Control” event within the meaning of Treas. Reg. Section 1.409A-3(i)(5)(i) with respect to the Company, the value of such units will be settled (to the extent not previously settled), on the closing date of the Change in Control transaction (the “CiC Payment Date”); provided, furtherhowever, in the event of a Change in Control, Performance Share Restricted Stock Units may, in the Committee’s discretion, be settled in cash and/or securities or other property.1 d. [c. The Participant is required to hold, and not sell, transfer or otherwise dispose of fifty percent (50%) of the shares Shares issued to the Participant following the vesting of the Performance Share Restricted Stock Units (after accounting for the payment of any related taxes in connection with the vesting of the Performance Share Restricted Stock Units) until the earlier of (i) ten (10) years from the Grant Date; or (ii) the Participant’s attainment of age sixty-two (62). [Note: For VPs and above only]].

Issuance and Distribution. a. 1.1 After the end of the Performance Period and prior to the commencement of the payment of Shares relating to the Award, the Committee shall certify in writing the extent to which the Performance Goals and any other material terms of this Agreement have been achieved. For purposes of this provision, and for so long as the Code permits, the approved minutes of the Committee meeting in which the certification is made may be treated as written certification. b. 1.2 Subject to the terms and conditions of this Agreement, Performance Share Units earned by the Participant (to the extent not previously settled) will be settled and paid in shares of the Company’s common stock in the first calendar year immediately following the end of the Performance Period on a date determined in the Committee’s discretion, but in no event later than March 15th of such year, subject to Participant’s satisfaction of all applicable income and employment withholding taxes (the “Payment Date”). c. 1.3 Notwithstanding any other provision of this Agreement, in the event of a Change in Control, as defined in Section 16 of the Plan, the Performance Goals will be deemed to have been achieved (and the Performance Share Units will be deemed vested) at the target award level, and, if the Change in Control qualifies as a “Change in Control” event within the meaning of Treas. Reg. Section 1.409A-3(i)(5)(i) with respect to the Company, the value of such units will be settled (to the extent not previously settled), on the closing date of the Change in Control transaction (the “CiC Payment Date”); provided, further, in the event of a Change in Control, Performance Share Units may, in the Committee’s discretion, be settled in cash and/or securities or other property.1 d. [1.4 The Participant is required to hold, and not sell, transfer or otherwise dispose of fifty percent (50%) of the shares issued to the Participant following the vesting of the Performance Share Units (after accounting for the payment of any related taxes in connection with the vesting of the Performance Share Units) until the earlier of (i) ten (10) years from the Grant Date; or (ii) the Participant’s attainment of age sixty-two (62). [Note: For Only applies to VPs and above onlyabove]]

Issuance and Distribution. a. After the end of the Performance Period and prior to the commencement of the payment of Shares relating to the Award, the Committee shall certify in writing the extent to which the Performance Goals and any other material terms of this Agreement have been achieved. For purposes of this provision, and for so long as the Code permits, the approved minutes of the Committee meeting in which the certification is made may be treated as written certification. b. 2.1 Subject to the terms and conditions of this Agreement, Performance Share and except as otherwise provided in Section 2.2 or Section 4, Restricted Stock Units earned by will be settled and paid in Shares issued to the Participant (to the extent not previously settled) will be settled and paid in shares of on the Company’s common stock in applicable Vesting Date, or if the first calendar year applicable Vesting Date is not a business day, on the immediately following the end of the Performance Period on a date determined in the Committee’s discretionbusiness day, or as soon as reasonably practicable but in no event later than March the 15th day of the third month following such yeardate, subject to the Participant’s satisfaction of all applicable income and employment withholding taxes (taxes; provided, however, that the “Payment Date”)Participant shall not be permitted to designate the taxable year of payment. c. 2.2 Notwithstanding any other provision of this Agreement, in the event of a Change in Control, as defined in Section 16 of the Plan, the Performance Goals Restricted Stock Units (to the extent not previously vested or forfeited) will be deemed to have been achieved (and the Performance Share Units will be deemed vested) at the target award level, and, if the Change in Control qualifies as a “Change in Control” event within the meaning of Treas. Reg. Section 1.409A-3(i)(5)(i) with respect to the Company, the value of such units will be settled (to the extent not previously settled), on the closing date of the Change in Control transaction (the “CiC Payment Date”); provided, furtherhowever, in the event of a Change in Control, Performance Share Restricted Stock Units may, in the Committee’s discretion, be settled in cash and/or securities or other property.1 d. [2.3 The Participant is required to hold, and not sell, transfer or otherwise dispose of fifty percent (50%) of the shares Shares issued to the Participant following the vesting of the Performance Share Restricted Stock Units (after accounting for the payment of any related taxes in connection with the vesting of the Performance Share Restricted Stock Units) until the earlier of (i) ten (10) years from the Grant Date; or (ii) the Participant’s attainment of age sixty-two (62). [Note: For VPs and above only]].