Common use of Payment of Performance Share Units Clause in Contracts

Payment of Performance Share Units. The number of shares of Common Stock earned hereunder shall be issued as soon as reasonably practicable after the Vesting Date but in no event later than thirty (30) days following the Vesting Date, in the amount determined in accordance with Section 3; provided, however, in the event that you separate from employment with the Company (a) pursuant to Section 4(b), the shares shall be issued in the form of a Restricted Stock Award within thirty (30) days following the end of the Performance Period, or (b) pursuant to Section 4(c), the shares of Common Stock shall be issued within thirty (30) days following your death or Disability. The issuance of shares of Common Stock, or the Restricted Stock Award, will be subject to withholding for all applicable taxes and other payroll adjustments, as applicable. The Committee’s determination of the amount payable shall be binding upon you and your beneficiaries or estate. The value of such shares shall not bear any interest owing to the passage of time. The number of shares of Common Stock payable will be rounded down to the nearest share. No fractional shares of Common Stock will be issued pursuant to this Agreement. Notwithstanding anything to the contrary in this Agreement, in no event may the number of shares of Common Stock (or, if applicable, Restricted Stock) payable to you pursuant to the half of the Performance Share Units granted under this Award that are based on [●] have an aggregate Fair Market Value (determined as of the last day of the Performance Period or, if sooner, the date of Planned Retirement, death or Disability) that exceeds the aggregate Fair Market Value on the Date of Grant of the number of shares of Common Stock underlying such half of the Performance Share Units granted hereunder, multiplied by four (the “Maximum Value”). For the sake of clarity, this Maximum Value is calculated solely with respect to the half of the Performance Share Units subject to the [●] performance measure. In the event the aggregate Fair Market Value of the shares of Common Stock payable pursuant to this Section 5 (determined as of the last day of the Performance Period or, if sooner, the date of Planned Retirement, death, or Disability) exceeds the Maximum Value with respect to the [●] half of this Award, the number of shares of Common Stock payable pursuant to this Section 5 will be reduced to a number of whole shares of Common Stock, the aggregate Fair Market Value of which is equal to or less than the Maximum Value relating to the [●] half of the Award. In the event the number of shares of Common Stock is reduced pursuant to this Section 5 but, as of the Vesting Date (or, if sooner, the date of Planned Retirement, death, or Disability), the aggregate Fair Market Value of the shares of Common Stock payable to you pursuant to this agreement is less than the Maximum Value, the number of shares of Common Stock previously reduced pursuant to this Section 5 will become payable to you in accordance with this Section 5 but only to the extent that the aggregate Fair Market Value as of the Vesting Date (or, if sooner, the date of Planned Retirement, death or Disability) does not exceed the Maximum Value.

Payment of Performance Share Units. The number of shares of Common Stock earned payable hereunder shall be issued paid as soon as reasonably practicable after the Vesting Date but in no event later than thirty (30) days following the Vesting Date, in the amount determined in accordance with Section 3; provided, however, in the event that you separate from employment with the Company (a) pursuant to Section 4(b), the shares shall be issued paid in the form of a Restricted Stock Award within thirty (30) days following the end of the Performance Period, or (b) pursuant to Section 4(c), the shares of Common Stock shall be issued paid within thirty (30) days following your death or Disability. The issuance of shares of Common Stock, or the Restricted Stock Award, Such payment will be subject to withholding for all applicable taxes and other applicable payroll adjustments, as applicable. The Committee’s determination of the amount payable shall be binding upon you and your beneficiaries beneficiary or estate. The value of such shares shall not bear any interest owing to the passage of time. The number of shares of Common Stock payable will be rounded down to the nearest share. No fractional shares of Common Stock will be issued pursuant to this Agreement. Notwithstanding anything to the contrary in this Agreement, in no event may the number of shares of Common Stock (or, if applicable, Restricted Stock) payable issued to you pursuant to the half of the Performance Share Units granted under this Award that are based on [●] Agreement have an aggregate Fair Market Value (determined as of the last day of the Performance Period Vesting Date or, if soonerapplicable, the date of Planned Retirement, death or Disability) that exceeds the aggregate Fair Market Value on the Date of Grant of the number of shares of Common Stock underlying such half of the Performance Share Units granted hereunder, hereunder multiplied by four 4 (the “Maximum Value”). For the sake of clarity, this Maximum Value is calculated solely with respect to the half of the Performance Share Units subject to the [●] performance measure. Value”).2 In the event the aggregate Fair Market Value of the shares of Common Stock payable pursuant to this Section 5 (determined as of the last day of the Performance Period or, if sooner, the date of Planned Retirement, death, or Disability) exceeds the Maximum Value with respect to the [●] half of this AwardValue, the number of shares of Common Stock payable pursuant to this Section 5 will be reduced to a number of whole shares of Common Stock, Stock the aggregate Fair Market Value of which is equal to or less than the Maximum Value relating Value. 2 Note: Maximum value may be modified by the Committee with respect to the [●] half of the Award. In the event the number of shares of Common Stock is reduced pursuant to this Section 5 but, as of the Vesting Date (or, if sooner, the date of Planned Retirement, death, or Disability), the aggregate Fair Market Value of the shares of Common Stock payable to you pursuant to this agreement is less than the Maximum Value, the number of shares of Common Stock previously reduced pursuant to this Section 5 will become payable to you awards granted in accordance with this Section 5 but only to the extent that the aggregate Fair Market Value as of the Vesting Date (or, if sooner, the date of Planned Retirement, death or Disability) does not exceed the Maximum Valuefuture years.

Payment of Performance Share Units. The number of shares of Common Stock earned hereunder shall be issued as soon as reasonably practicable after the Vesting Date but in no event later than thirty (30) days following the Vesting Date, in the amount determined in accordance with Section 3; provided, however, in the event that you separate from employment with the Company (a) pursuant to Section 4(b), the shares shall be issued in the form of a Restricted Stock Award within thirty (30) days following the end of the Performance Period, or (b) pursuant to Section 4(c), the shares of Common Stock shall be issued within thirty (30) days following your death or Disability. The issuance of shares of Common Stock, or the Restricted Stock Award, will be subject to withholding for all applicable taxes and other payroll adjustments, as applicable. The Committee’s determination of the amount payable shall be binding upon you and your beneficiaries or estate. The value of such shares shall not bear any interest owing to the passage of time. The number of shares of Common Stock payable will be rounded down to the nearest share. No fractional shares of Common Stock will be issued pursuant to this Agreement. Notwithstanding anything to the contrary in this Agreement, in no event may the number of shares of Common Stock (or, if applicable, Restricted Stock) payable to you pursuant to the half of the Performance Share Units granted under this Award that are based on [●] Total Shareholder Return have an aggregate Fair Market Value (determined as of the last day of the Performance Period or, if sooner, the date of Planned Retirement, death or Disability) that exceeds the aggregate Fair Market Value on the Date of Grant of the number of shares of Common Stock underlying such half of the Performance Share Units granted hereunder, multiplied by four (the “Maximum Value”). For the sake of clarity, this Maximum Value is calculated solely with respect to the half of the Performance Share Units subject to the [●] TSR performance measure. In the event the aggregate Fair Market Value of the shares of Common Stock payable pursuant to this Section 5 (determined as of the last day of the Performance Period or, if sooner, the date of Planned Retirement, death, or Disability) exceeds the Maximum Value with respect to the [●] TSR half of this Award, the number of shares of Common Stock payable pursuant to this Section 5 will be reduced to a number of whole shares of Common Stock, the aggregate Fair Market Value of which is equal to or less than the Maximum Value relating to the [●] TSR half of the Award. In the event the number of shares of Common Stock is reduced pursuant to this Section 5 but, as of the Vesting Date (or, if sooner, the date of Planned Retirement, death, or Disability), the aggregate Fair Market Value of the shares of Common Stock payable to you pursuant to this agreement is less than the Maximum Value, the number of shares of Common Stock previously reduced pursuant to this Section 5 will become payable to you in accordance with this Section 5 but only to the extent that the aggregate Fair Market Value as of the Vesting Date (or, if sooner, the date of Planned Retirement, death or Disability) does not exceed the Maximum Value.