Common use of Issuance and Distribution Clause in Contracts

Issuance and Distribution. 4.1 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. 4.2 Subject to the terms and conditions of this Agreement, Stock Units earned by the Participant will be settled and paid in Shares 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”). 4.3 Notwithstanding any other provision of this Agreement, in the event of a Change in Control, the Performance Goals will be deemed to have been achieved (at a target award level of 100% of Stock Units awarded) and the value of such units will be 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, Stock Units may, in the Committee’s discretion, be settled in cash and/or securities or other property.

Issuance and Distribution. 4.1 After the end of the Performance Period and prior to the commencement of the payment of Shares relating to the AwardPeriod, the Committee shall certify in writing prior to payment the extent to which the applicable Performance Goals Goal 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. 4.2 Subject to the terms and conditions of this Agreement, Stock Performance Share Units earned by the Participant will be settled and paid in Shares 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 '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 year (the “Payment Date”). 4.3 Notwithstanding any other provision of this Agreement, in the event of a Change in Control, the Performance Goals will be deemed to have been achieved (at a target award level of 100% of Stock Performance Share Units awarded) and the value of such units will be 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, Stock Performance Share Units may, in the Committee’s 's discretion, be settled in cash and/or securities or other property.

Issuance and Distribution. 4.1 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. 4.2 Subject to the terms and conditions of this Agreement, Stock Performance Share Units earned by the Participant will be settled and paid in Shares 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”). 4.3 Notwithstanding any other provision of this Agreement, in the event of a Change in Control, the Performance Goals will be deemed to have been achieved (at a target award level of 100% of Stock Performance Share Units awarded) and the value of such units will be 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, Stock Performance Share Units may, in the Committee’s discretion, be settled in cash and/or securities or other property.