Common use of Settlement of DSUs Clause in Contracts

Settlement of DSUs. Except as provided in this Section 2, DSUs that are no longer subject to the vesting period shall be settled six months following termination of service as a director for any reason. Subject to Section 14(d) of the Plan (pertaining to the withholding of taxes), at such time as the DSUs are settled pursuant to this Section 2, for each vested DSU settled the Corporation shall issue (either in book-entry form or otherwise) one share of Common Stock and cause to be delivered to the Grantee one or more unlegended, freely-transferable stock certificates in respect of such shares issued upon settlement of the vested DSUs. Notwithstanding the foregoing, the Corporation shall be entitled to hold the shares or cash issuable upon settlement of DSUs that have vested until the Corporation or the agent selected by the Corporation to manage the Plan under which the DSUs have been issued (the “Agent”) shall have received from the Grantee a duly executed Form W-9 or W-8, as applicable; failure of the Grantee to provide such Form W-9 or W-8 during the six-month period following termination of service shall result in forfeiture of the shares or cash issuable upon settlement of DSUs. In addition, the Corporation’s obligation to deliver shares of Common Stock or otherwise make payment with respect to the DSUs is subject to the condition that the Grantee deliver to the Corporation any representations, other documents or assurances that the Committee may deem necessary or desirable to assure compliance with all applicable legal and accounting requirements.

Settlement of DSUs. (a) Except as provided in this Section 2, DSUs that are no longer subject to the vesting period shall be settled six months on the later of (A) on or after January 15th of the calendar year following termination the calendar year in which the Grantee’s Separation from Service occurs or (B) the first day of service as a director for the seventh month following the date on which the Grantee’s Separation from Service occurs (and otherwise in compliance with applicable law), with any reason. successive annual installment payments to be made not earlier than January 15th of each such year. (b) Subject to Section 14(d) of the Plan (pertaining to the withholding of taxes), at such time as the DSUs are settled pursuant to this Section 2, for each vested DSU settled the Corporation shall issue (either in book-entry form or otherwise) one share of Common Stock and cause to be delivered to the Grantee one or more unlegended, freely-transferable stock certificates in respect of such shares issued upon settlement of the vested DSUs. Notwithstanding the foregoing, the Corporation shall be entitled to hold the shares or cash issuable upon settlement of DSUs that have vested until the Corporation or the agent selected by the Corporation to manage the Plan under which the DSUs have been issued (the “Agent”) shall have received from the Grantee a duly executed Form W-9 or W-8, as applicable; failure of the Grantee to provide such Form W-9 or W-8 during the six-month period following termination of service shall result in forfeiture of the shares or cash issuable upon settlement of DSUs. In addition, the Corporation’s obligation to deliver shares of Common Stock or otherwise make payment with respect to the DSUs is subject to the condition that the Grantee deliver to the Corporation any representations, other documents or assurances that the Committee may deem necessary or desirable to assure compliance with all applicable legal and accounting requirements.