Common use of Settlement of RSUs Clause in Contracts

Settlement of RSUs. Each RSU granted pursuant to the Award represents an unfunded and unsecured promise of the Company, subject to the vesting conditions and other terms of this Agreement, to issue to the Employee one share of Common Stock. Except as otherwise expressly provided in the Award Statement and subject to the terms of this Agreement, such issuance shall be made to the Employee (or, in the event of their death to the Employee’s estate as provided above) as soon as reasonably practicable following the Vesting Date pursuant to Section 2 or 3 of this Agreement and no later than December 31 of the year in which the Vesting Date occurs (except as otherwise provided in Section 9 of this Agreement). However, if a scheduled Vesting Date falls on a Saturday, Sunday or federal holiday, such issuance date shall instead fall on the next following day that the principal office of the Company responsible for processing such transactions and the principle executive offices of the Company are open for business, or as soon as reasonably practicable thereafter. Notwithstanding the foregoing, in the event that Employee is subject to the Company’s policy permitting officers and directors to sell shares only during certain “window” periods, in effect from time to time or Employee is otherwise prohibited from selling shares of the Company’s Common Stock in the public market and any shares covered by Employee’s RSUs are scheduled to be issued on a day (the “Original Distribution Date”) that does not occur during an open “window period” applicable to Employee, as determined by the Company in accordance with such policy (“▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy”), or does not occur on a date when Employee is otherwise permitted to sell shares of the Company’s Common Stock in the open market, and the Company elects not to satisfy its tax withholding obligations by withholding shares from Employee’s distribution (net settlement), then either (i) such shares shall not be issued and delivered on such Original Distribution Date and shall instead be issued and delivered during the next occurring open “window period” applicable to Employee pursuant to such policy (regardless of whether Employee is still providing continuous services at such time) or during the next period when Employee are not prohibited from selling shares of the Company’s Common Stock in the open market, but in no event later than December 31 of the year in which the Original Distribution Date occurs, or (ii) the Company shall rely on any such similar process it may adopt from time to time consistent with the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, the Plan and this Agreement. In the event the Company determines that settlement in the form of Common Stock is impractical or impermissible under the laws of the Employee’s country of residence, the RSUs will be settled in the form of cash.

Settlement of RSUs. Each RSU granted pursuant to the Award represents an unfunded and unsecured promise of the Company, subject to the vesting conditions and other terms of set forth in this Agreement, to issue to the Employee one share of Common StockStock on the applicable Period Vesting Date. Except as otherwise expressly provided in the Award Statement and subject to the terms of this Agreement, such issuance shall be made to the Employee (or, in the event of their death to the Employee’s estate as provided above) as soon as reasonably practicable following the Period Vesting Date pursuant to Section 2 or 3 of this Agreement and no later than December 31 of the year in which the Vesting Date occurs (except as otherwise provided in Section 9 of this Agreement). However, if a scheduled Vesting Date falls on a Saturday, Sunday or federal holiday, such issuance date shall instead fall on the next following day that the principal office of the Company responsible for processing such transactions and the principle executive offices of the Company are open for business, or as soon as reasonably practicable possible thereafter. Notwithstanding the foregoing, in the event that Employee is subject to the Company’s policy permitting officers and directors to sell shares only during certain “window” periods, in effect from time to time or Employee is otherwise prohibited from selling shares of the Company’s Common Stock in the public market and any shares covered by Employee’s RSUs are scheduled to be issued on a day (the “Original Distribution Date”) that does not occur during an open “window period” applicable to Employee, as determined by the Company in accordance with such policy (“▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy”), or does not occur on a date when Employee is otherwise permitted to sell shares of the Company’s Common Stock in the open market, and the Company elects not to satisfy its tax withholding obligations by withholding shares from Employee’s distribution (net settlement), then either (i) such shares shall not be issued and delivered on such Original Distribution Date and shall instead be issued and delivered during the next occurring open “window period” applicable to Employee pursuant to such policy (regardless of whether Employee is still providing continuous services at such time) or during the next period when Employee are not prohibited from selling shares of the Company’s Common Stock in the open market, but in no event later than December 31 of the year in which the Original Distribution Date occurs, or (ii) the Company shall rely on any such similar process it may adopt from time to time consistent with the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, the Plan and this Agreement. In the event the Company determines that settlement in the form of Common Stock is impractical or impermissible under the laws of the Employee’s country of residence, the RSUs will be settled in the form of cashcash and provided further that any applicable waiting period under HSR has expired or been terminated.

Settlement of RSUs. Each RSU granted pursuant (a) Subject to the Award represents withholding tax provisions of Section 12 hereof, within 45 days after the date upon which an unfunded and unsecured promise of the Company, subject to the vesting conditions and other terms of this Agreement, to issue to the Employee one share of Common Stock. Except as otherwise expressly provided RSU becomes vested in the Award Statement and subject to accordance with the terms of this Agreement, such issuance the Corporation shall be made issue or transfer to the Employee vested Participant one share of common stock, no par value, of the Corporation (or“Common Stock”) per each vested RSU; provided, however, if RSUs vest in accordance with Section 5 hereof, the event of their death Corporation (or a successor thereto) shall issue or transfer to the Employee’s estate as provided above) as soon as reasonably practicable following the Vesting Date pursuant to Section 2 Participant such shares of Common Stock or 3 of this Agreement and no later than December 31 common stock of the year in which the Vesting Date occurs successor having approximately equivalent value (except as otherwise provided in Section 9 of this Agreement). Howeverand references herein to Common Stock issued on vesting shall include such successor common stock, if a scheduled Vesting Date falls applicable), or the cash equivalent of such shares of Common Stock or common stock if neither security is listed on a Saturday, Sunday U.S. national securities exchange (including Nasdaq or federal holiday, such issuance date shall instead fall on the next following day that New York Stock Exchange). (b) Notwithstanding anything to the principal office of the Company responsible for processing such transactions and the principle executive offices of the Company are open for business, or as soon as reasonably practicable thereafter. Notwithstanding the foregoingcontrary herein, in the event that Employee (i) the Participant is subject to the CompanyCorporation’s policy permitting officers and directors to sell shares only during certain “window” periods, in effect from time to time or Employee is otherwise prohibited from selling shares of the Company’s Common Stock in the public market and any shares covered by Employee’s RSUs are scheduled to be issued on a day (the “Original Distribution Date”) that does not occur during an open “window period” applicable to Employee, as determined by the Company in accordance with such policy (“▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy, including any policy permitting specified employees to sell Common Stock only during certain “window periods”, in effect from time to time (collectively, the “Policy”) or the Participant is otherwise prohibited from selling Common Stock in the public market (including Nasdaq or other national securities exchange on which the Common Stock is then listed), and any Common Stock underlying the RSUs are scheduled to be delivered on a settlement date (the “Original Settlement Date”) that (A) does not occur during an open “window period” applicable to the Participant or on a day on which the Participant, which has a written plan in effect that meets the requirements of Rule 10b5-1 under the Exchange Act relating to such RSUs, is permitted to sell Common Stock underlying the vested RSUs pursuant to such written plan, as determined by the Corporation in accordance with the Policy, as applicable, or (B) does not occur on a date when Employee the Participant is otherwise permitted to sell shares of the Company’s Common Stock in the open public market, and (ii) the Company Corporation elects not to satisfy its the Participant’s tax withholding obligations by withholding shares Common Stock from Employeethe Participant’s distribution (net settlement)distribution, then either (i) such shares Common Stock shall not be issued and delivered on such Original Distribution Settlement Date and shall instead be issued and delivered during delivered, as applicable, on (x) the first business day of the next occurring open “window period” applicable to Employee the Participant pursuant to such policy the Policy, or (regardless of whether Employee is still providing continuous services at such timey) or during the next period when Employee are business day on which the Participant is not otherwise prohibited from selling shares of the Company’s Common Stock in the open such public market, but in no event later than December 31 March 15th of year following the year in which the Original Distribution Date occurs, or (ii) the Company shall rely on any such similar process it may adopt from time to time consistent with the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, the Plan and this Agreement. In the event the Company determines that settlement in the form of Common Stock is impractical or impermissible under the laws of the Employee’s country of residence, the RSUs will be settled in the form of cashvest.

Settlement of RSUs. Each RSU granted pursuant On the applicable Vesting Date, or no later than 90 days thereafter, the Company will issue and deliver to the Award represents an unfunded and unsecured promise of Grantee (at the Company's sole discretion) either the number of shares of Stock equal to the number of vested Earned RSUs or the cash equivalent value based on the New York Stock Exchange closing price of a share of Stock on the applicable Vesting Date (or if the applicable Vesting Date is a date on which the Stock is not traded, based on the closing price on the last date immediately preceding to the applicable Vesting Date on which the Stock was traded), subject to the vesting conditions and satisfaction of applicable tax and/or other terms of this Agreement, to issue to the Employee one share of Common Stock. Except obligations as otherwise expressly provided in the Award Statement and subject to the terms of this Agreement, such issuance shall be made to the Employee (or, in the event of their death to the Employee’s estate as provided above) as soon as reasonably practicable following the Vesting Date pursuant to Section 2 or 3 of this Agreement and no later than December 31 of the year in which the Vesting Date occurs (except as otherwise provided described in Section 9 of this Agreement). However, if a scheduled Vesting Date falls on a Saturday, Sunday or federal holiday, such issuance date shall instead fall on 6 below and certification (in writing) by the next following day Committee that the principal office of the Company responsible for processing such transactions and the principle executive offices of the Company are open for business, or as soon as reasonably practicable thereafterPerformance Goals set forth in Appendix A have been attained. Notwithstanding the foregoing, in the event that Employee is subject to the Company’s policy permitting officers and directors to sell shares only during certain “window” periods, in effect from time to time or Employee is otherwise prohibited from selling shares of the Company’s Common Stock in the public market and any shares covered by Employee’s RSUs are scheduled to be issued on a day (the “Original Distribution Date”) that does not occur during an open “window period” applicable to Employee, as determined by the Company in accordance with such policy (“▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy”), or does not occur on a date when Employee is otherwise permitted to sell shares of the Company’s Common Stock in the open market, and the Company elects not to satisfy its tax withholding obligations by withholding shares from Employee’s distribution (net settlement), then either (i) such shares shall not be issued and delivered if the RSUs vest upon the Grantee's Termination of Employment on such Original Distribution Date and shall instead be issued and delivered during the next occurring open account of death or Disability (that constitutes a “window perioddisability” applicable to Employee for Code Section 409A purposes) or after a Change in Control pursuant to such policy (regardless Section 7(b) below with respect to a Termination of whether Employee is still providing continuous services at such time) Employment occurring on or during the next period when Employee are not prohibited from selling shares following February 13, 2016, all Earned RSUs will be settled within 90 days of the Company’s Common Stock in the open marketGrantee's Termination of Employment, but in no event later than December 31 of the year in which the Original Distribution Date occurs, or (ii) if the Company shall rely on any such similar process it may adopt from time to time consistent with the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, the Plan and this Agreement. In the event the Company determines that settlement RSUs vest upon a Change in the form of Common Stock is impractical or impermissible under the laws of the Employee’s country of residenceControl, the RSUs will be settled as provided in Section 7(a) below, and (iii) if the RSUs vest upon the Grantee's Termination of Employment prior to February 13, 2016 (as provided in Sections 4(c) (in the form case of casha Disability that does not constitute a “disability” for Code Section 409A purposes), 4(d)(1) or (2) or 7(b) below), all Earned RSUs will be settled on the third anniversary of the Grant Date or no later than 90 days thereafter, unless otherwise provided in Section 9 below. For purposes of the settlement timing provisions of this Section 2 and Sections 7 and 9 below, if the 60th or 90th day, as applicable, following the settlement event is not a business day, the vested RSUs will be settled on or prior to the business day immediately preceding the 60th or 90th day, as applicable.

Settlement of RSUs. Each (a) To the extent that (i) an RSU granted hereunder becomes vested pursuant to Section 2.1(a) above and (ii) the Award represents an unfunded and unsecured promise related Service Vesting Date has also occurred, then with respect to such percentage of RSUs set forth next to the applicable Service Vesting Date on the RSU Grant Certificate, such RSU shall be Settled as soon as administratively practicable on or following the applicable Service Vesting Date for such RSU; provided that the Administrator may determine that such Settlement may instead occur on or as soon as administratively practicable after the first day of the Companynext permissible trading window of Class A Common Stock that opens for members of the Board and employees of the KKR Group to sell Class A Common Stock (provided that in any event such Settlement shall not be later than the time permitted under Section 409A, subject if applicable). For the avoidance of doubt, the Settlement of any RSUs that become vested pursuant to Section 2.1(a)(ii) above shall not be accelerated, such that, with respect to any such RSUs, only that percentage of such RSUs that would otherwise have become vested on each applicable Service Vesting Date as set forth on the vesting conditions and other terms RSU Grant Certificate pursuant to Section 2.1(a)(i) shall be Settled at each such Service Vesting Date in accordance with the foregoing sentence. The date on which any RSU is to be Settled hereunder is referred to as a “Delivery Date.” The Settlement of this Agreementeach RSU shall be effected in accordance with, to issue to the Employee one share of Common Stock. Except as otherwise expressly provided in the Award Statement and subject to the terms of this Agreementprovisions of, such issuance Section 2.2(b) below. (b) On any Delivery Date, each vested RSU that is then being Settled shall be made cancelled in exchange for the Corporation delivering, or causing to be delivered by the Designated Service Recipient, to the Employee Grantee either (or, in i) the event number of their death Class A Common Stock equal to the Employee’s estate as provided above) as soon as reasonably practicable following the Vesting number of RSUs that are to be Settled on such Delivery Date pursuant to Section 2 or 3 of this Agreement and no later than December 31 of the year in which the Vesting Date occurs (except as otherwise provided in Section 9 of this Agreement). However, if a scheduled Vesting Date falls on a Saturday, Sunday or federal holiday, such issuance date shall instead fall on the next following day that the principal office of the Company responsible for processing such transactions and the principle executive offices of the Company are open for business, or as soon as reasonably practicable thereafter. Notwithstanding the foregoing, in the event that Employee is subject to the Company’s policy permitting officers and directors to sell shares only during certain “window” periods, in effect from time to time or Employee is otherwise prohibited from selling shares of the Company’s Common Stock in the public market and any shares covered by Employee’s RSUs are scheduled to be issued on a day (the “Original Distribution Date”2.2(a) that does not occur during an open “window period” applicable to Employee, as determined by the Company in accordance with such policy (“▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy”), or does not occur on a date when Employee is otherwise permitted to sell shares of the Company’s Common Stock in the open market, and the Company elects not to satisfy its tax withholding obligations by withholding shares from Employee’s distribution (net settlement), then either (i) such shares shall not be issued and delivered on such Original Distribution Date and shall instead be issued and delivered during the next occurring open “window period” applicable to Employee pursuant to such policy (regardless of whether Employee is still providing continuous services at such time) or during the next period when Employee are not prohibited from selling shares of the Company’s Common Stock in the open market, but in no event later than December 31 of the year in which the Original Distribution Date occurs, above or (ii) an amount of cash, denominated in U.S. dollars, equal to the Company shall rely on any such similar process it may adopt from time to time consistent with Fair Market Value of the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, the Plan and this Agreement. In the event the Company determines that settlement in the form foregoing number of Class A Common Stock is impractical or impermissible under the laws of the Employee’s country of residence, (a “Cash Payment”). The Administrator may elect in its sole discretion whether to Settle the RSUs will be settled in the form of cashClass A Common Stock or by a Cash Payment.

Settlement of RSUs. Each (a) To the extent that (i) an RSU granted hereunder becomes vested pursuant to Section 2.1(a) above and (ii) the Award represents an unfunded and unsecured promise related Service Vesting Date has also occurred, then with respect to such percentage of RSUs set forth next to the applicable Service Vesting Date on the RSU Grant Certificate, such RSU shall be Settled as soon as administratively practicable on or following the applicable Service Vesting Date for such RSU; provided that the Administrator may determine that such Settlement may instead occur on or as soon as administratively practicable after the first day of the Companynext permissible trading window of Class A Common Stock that opens for employees of the KKR Group to sell Class A Common Stock (provided that in any event such Settlement shall not be later than the time permitted under Section 409A, subject if applicable). For the avoidance of doubt, the Settlement of any RSUs that become vested pursuant to Section 2.1(a)(ii) above shall not be accelerated, such that, with respect to any such RSUs, only that percentage of such RSUs that would otherwise have become vested on each applicable Service Vesting Date as set forth on the vesting conditions and other terms RSU Grant Certificate pursuant to Section 2.1(a)(i) shall be Settled at each such Service Vesting Date in accordance with the foregoing sentence. The date on which any RSU is to be Settled hereunder is referred to as a “Delivery Date.” The Settlement of this Agreementeach RSU shall be effected in accordance with, to issue to the Employee one share of Common Stock. Except as otherwise expressly provided in the Award Statement and subject to the terms of this Agreementprovisions of, such issuance Section 2.2(b) below. (b) On any Delivery Date, each vested RSU that is then being Settled shall be made cancelled in exchange for the Corporation delivering to the Employee Grantee either (or, in i) the event number of their death Class A Common Stock equal to the Employee’s estate as provided above) as soon as reasonably practicable following the Vesting number of RSUs that are to be Settled on such Delivery Date pursuant to Section 2 or 3 of this Agreement and no later than December 31 of the year in which the Vesting Date occurs (except as otherwise provided in Section 9 of this Agreement). However, if a scheduled Vesting Date falls on a Saturday, Sunday or federal holiday, such issuance date shall instead fall on the next following day that the principal office of the Company responsible for processing such transactions and the principle executive offices of the Company are open for business, or as soon as reasonably practicable thereafter. Notwithstanding the foregoing, in the event that Employee is subject to the Company’s policy permitting officers and directors to sell shares only during certain “window” periods, in effect from time to time or Employee is otherwise prohibited from selling shares of the Company’s Common Stock in the public market and any shares covered by Employee’s RSUs are scheduled to be issued on a day (the “Original Distribution Date”2.2(a) that does not occur during an open “window period” applicable to Employee, as determined by the Company in accordance with such policy (“▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy”), or does not occur on a date when Employee is otherwise permitted to sell shares of the Company’s Common Stock in the open market, and the Company elects not to satisfy its tax withholding obligations by withholding shares from Employee’s distribution (net settlement), then either (i) such shares shall not be issued and delivered on such Original Distribution Date and shall instead be issued and delivered during the next occurring open “window period” applicable to Employee pursuant to such policy (regardless of whether Employee is still providing continuous services at such time) or during the next period when Employee are not prohibited from selling shares of the Company’s Common Stock in the open market, but in no event later than December 31 of the year in which the Original Distribution Date occurs, above or (ii) an amount of cash, denominated in U.S. dollars, equal to the Company shall rely Fair Market Value of the foregoing number of Class A Common Stock (a “Cash Payment”). The Administrator may elect in its sole discretion whether to Settle the RSUs in Class A Common Stock or by a Cash Payment, and in the case of the Cash Payment, whether to have the Cash Payment delivered by the member of the KKR Group that employs or engages the Grantee or to which the Grantee otherwise is rendering services (the “Designated Service Recipient”). (c) Subject to the provisions of this Article II relating to the number of RSUs that are to be Settled on any applicable Delivery Date and solely to the extent permitted under Section 409A, if applicable, the Corporation may impose such similar process other conditions and procedures in relation to the Settlement of RSUs as it may adopt reasonably determine. In addition to the foregoing and notwithstanding anything else in this Agreement, the Administrator may require that any or all of Class A Common Stock that may be delivered to the Grantee under this Section 2.2 that the Grantee intends to sell, from time to time consistent with time, may only be sold through a coordinated sales program as defined by the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, the Plan and this Agreement. In the event the Company determines that settlement in the form of Common Stock is impractical or impermissible under the laws Administrator. (d) Any of the Employee’s country of residenceforegoing payments or deliveries shall in all instances be subject to Sections 4.3 and 4.5 below, the RSUs will be settled in the form of cashas applicable.

Settlement of RSUs. Each RSU granted pursuant The RSUs shall be settled by delivering to Participant or his or her beneficiary, as applicable, a number of Shares equal to the Award represents an unfunded and unsecured promise of the Company, subject to the vesting conditions and other terms of RSUs then held by Participant which are vested in accordance with this Agreement, to issue to the Employee one share of Common StockSection 3. Except as otherwise expressly specifically provided in elsewhere under the Award Statement and Plan, the restrictions on RSUs subject to this Award Agreement will lapse and the terms of this Agreement, such issuance shall RSUs will be made to the Employee (or, in the event of their death to the Employee’s estate as provided above) as soon as reasonably practicable following the Vesting Date pursuant to Section 2 or 3 of this Agreement and no later than December 31 of the year in which the Vesting Date occurs (except as otherwise provided in Section 9 of this Agreement). However, if a scheduled Vesting Date falls on a Saturday, Sunday or federal holiday, such issuance date shall instead fall settled on the next following day that the principal office earlier of the Company responsible for processing such transactions and the principle executive offices of the Company are open for business, or as soon as reasonably practicable thereafter. Notwithstanding the foregoing, in the event that Employee is subject to the Company’s policy permitting officers and directors to sell shares only during certain “window” periods, in effect from time to time or Employee is otherwise prohibited from selling shares of the Company’s Common Stock in the public market and any shares covered by Employee’s RSUs are scheduled to be issued on a day (the “Original Distribution Date”) that does not occur during an open “window period” applicable to Employee, as determined by the Company in accordance with such policy (“▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy”), or does not occur on a date when Employee is otherwise permitted to sell shares of the Company’s Common Stock in the open market, and the Company elects not to satisfy its tax withholding obligations by withholding shares from Employee’s distribution (net settlement), then either (i) such shares shall not be issued and delivered on such Original Distribution Date and shall instead be issued and delivered during the next occurring open “window period” applicable to Employee pursuant to such policy Participant's "Retirement" (regardless of whether Employee is still providing continuous services at such time) or during the next period when Employee are not prohibited from selling shares of the Company’s Common Stock in the open market, but in no event later than December 31 of the year in which the Original Distribution Date occursas defined below), or (ii) the Fifth (5th) Anniversary of the Date of Grant (the "Settlement Date"), but only if Participant has, at all times from the Date of Grant, been a Service Provider to the Company, or one of its Affiliates, and the RSUs have not otherwise been cancelled. All RSUs are subject to cliff-vesting until such Settlement Date. "Retirement" for purposes of this Section 3 shall mean the Participant's date of his or her separation from service after Participant attains the age of 60 and after having been employed by the Company shall rely or one of its affiliates for five years or more. The Committee may, in its sole discretion, accelerate the date on any which RSUs are no longer subject to a risk of forfeiture if in its judgment the performance of Participant has warranted such similar process it may adopt from time to time consistent with acceleration and/or such acceleration is in the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policybest interests of the Company; provided, however, the Plan and this Agreementpayment of Shares attributable to the settlement of any RSUs which constitute "deferred compensation" subject to Internal Revenue Code Section 409A ("Section 409A"), must only be made upon the Settlement Date. In Delivery of Shares following the event Settlement Date shall be made by the Company determines that settlement in to Participant no later than the form of Common Stock is impractical or impermissible under the laws earlier of the Employee’s country end of residencethe calendar year in which the Settlement Date occurs or the 30th day after the Settlement Date; provided, however, to the extent that the RSUs will constitute "deferred compensation" subject Section 409A and Participant is a "specified employee" under Section 409A (including any Company specified employee identification procedures), then, notwithstanding any other provisions of this Award Agreement and for the avoidance of negative tax consequences to Participant, any issuances of Shares pursuant to this Award Agreement on account of Participant's Retirement shall be settled in delayed until the form first day after six months following such Retirement, as required for the avoidance of cash.penalties and/or exercise taxes under Section 409A.

Settlement of RSUs. Each RSU granted pursuant At the Company’s option, the RSUs may be settled by delivering to Participant or his or her beneficiary, as applicable, either (i) an amount of cash equal to the Award represents an unfunded and unsecured promise Fair Market Value of a Share as of the Company, subject to Settlement Date multiplied by the vesting conditions and other terms number of this Agreement, to issue to Shares underlying the Employee one share of Common Stock. Except as otherwise expressly provided in the Award Statement and subject to the terms of this Agreement, such issuance shall be made to the Employee RSUs held by Participant (or, or a specified portion in the event of their death to the Employee’s estate as provided above) as soon as reasonably practicable following the Vesting Date pursuant to Section 2 or 3 of this Agreement and no later than December 31 of the year in which the Vesting Date occurs (except as otherwise provided in Section 9 of this Agreement). However, if a scheduled Vesting Date falls on a Saturday, Sunday or federal holiday, such issuance date shall instead fall on the next following day that the principal office of the Company responsible for processing such transactions and the principle executive offices of the Company are open for business, or as soon as reasonably practicable thereafter. Notwithstanding the foregoing, in the event that Employee is subject to the Company’s policy permitting officers and directors to sell shares only during certain “window” periods, in effect from time to time or Employee is otherwise prohibited from selling shares of the Company’s Common Stock in the public market and any shares covered by Employee’s RSUs are scheduled to be issued on a day (the “Original Distribution Date”) that does not occur during an open “window period” applicable to Employee, as determined by the Company in accordance with such policy (“▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy”), or does not occur on a date when Employee is otherwise permitted to sell shares of the Company’s Common Stock in the open market, and the Company elects not to satisfy its tax withholding obligations by withholding shares from Employee’s distribution (net partial settlement), then either (i) such shares shall not be issued and delivered on such Original Distribution Date and shall instead be issued and delivered during the next occurring open “window period” applicable to Employee pursuant to such policy (regardless of whether Employee is still providing continuous services at such time) or during the next period when Employee are not prohibited from selling shares of the Company’s Common Stock in the open market, but in no event later than December 31 of the year in which the Original Distribution Date occurs, or (ii) a number of Shares equal to the whole number of Shares underlying the RSUs then held by Participant (or a specified portion in the event of any partial settlement). Any fractional Shares underlying RSUs remaining on the Settlement Date will be distributed in cash in an amount equal to the Fair Market Value of a Share as of the Settlement Date multiplied by the remaining fractional RSUs. Except as specifically provided elsewhere under the Plan, the restrictions on RSUs subject to this Agreement will lapse and the shares subject to this Award will be settled on the Settlement Date set forth below, but only if Participant is, and at all times from the Date of Grant has been, a Service Provider to the Company, or one of its Affiliates, and the RSUs have not otherwise been cancelled. Prior to receiving the Shares underlying the RSUs, the Participant shall not at any time be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares underlying the RSUs subject to this award. a) Time Based Criteria Subject to performance based criteria below, the Restricted Stock Units under this Agreement shall vest and be settled as follows: It shall be a condition of vesting that on the date concerned, the Participant shall have been an employee, non-employee director or consultant of the Company shall rely on any such similar process it may adopt for the entire period from time the date of grant to time consistent with the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, Vesting Date. b) Performance Based Criteria Notwithstanding the Plan and this Agreement. In the event the Company determines that settlement terms provided in the form of Common Stock is impractical or impermissible under the laws box entitled “Time Based Criteria” above, if Performance Criteria are set forth below, settlement of the Employee’s country of residenceRestricted Stock Units under this Agreement will be accelerated, and the RSUs will be settled in accordance with the form schedule provided below, if such Performance Criteria are met: No Performance criteria Provided that the above will be subject in each case to the following: (i) to Participant’s service with the Company not terminating prior to the date the Performance Criteria are achieved; and (ii) the Committee’s determination and certification in writing that the Performance Criteria have been achieved. If the above sums do not derive a whole number of cashshares as of any Settlement Date, then the number of shares vested shall be the lower whole number resulting from such sum with any residual shares vesting as of the last Settlement Date. The Committee may, in its sole discretion, accelerate the Settlement Date for any or all of the RSUs, if in its judgment the performance of Participant has warranted such acceleration and/or such acceleration is in the best interests of the Company.