Common use of Time and Form of Payment Clause in Contracts

Time and Form of Payment. (a) Each Actual Award shall be paid in Common Stock pursuant to the Award Agreements, subject to any required withholding for income and employment taxes. Dividend equivalent rights shall be paid in cash in a single lump sum to the extent earned. (b) Actual Awards will be paid on or after the third business day after the Company’s annual audit for the last fiscal year of the applicable Performance Period has been completed and the Company’s annual report on Form 10-K for such fiscal year has been filed with the Securities and Exchange Commission, but in no event later than the last day of the calendar year that begins immediately following the end of the applicable Performance Period. (c) Notwithstanding 4.3(b), in the event of a Participant’s death, the Participant’s estate will be eligible to receive an amount not greater than one-hundred percent (100%) of the Participant’s Target Award, prorated to reflect the number of days he or she worked during the applicable Performance Period, and such amount, which will be determined in the Committee’s sole discretion, will be paid in the year following Participant’s death. For clarity, prorated awards will be calculated as follows: one-hundred percent (100%) of a Participant’s Target Award will be multiplied by a fraction, the numerator of which is the number of days the Participant was continuously providing services to the Company during the applicable Performance Period through the date immediately prior to the Participant’s death, and the denominator of which is the total number of days in the applicable Performance Period. (d) Notwithstanding anything to the contrary in this Plan, no payments contemplated by this Plan will be paid during the six-month period following a Participant’s Separation from Service unless the Company determines, in its good faith judgment, that paying such amounts at the times indicated in paragraphs 4.3(b) and (c) would not cause the Participant to incur an additional tax under Code section 409A, in which case the Actual Award shall be paid on the first day of the seventh month following the Participant’s Separation from Service. (e) The Compensation Committee of the Board may require forfeiture or a clawback of any incentive compensation awarded or paid under this Plan in excess of the compensation actually earned based on a restatement of the Company’s financial statements as filed with the Securities and Exchange Commission for the period covered by this Plan.

Time and Form of Payment. Each of the following amounts payable to the Executive under this Agreement shall constitute a separate payment for purposes of Section 409A: (a1) Each Actual Award The amount of Base Salary payable pursuant to subsection 8(b)(i), and each installment thereof, shall constitute a separate payment defined as the “Disability Payment.” The Disability Payment shall be paid in Common Stock equal installments on the same date that the Company makes its normal payroll payments in accordance with the Company’s payroll practices in effect for the Executive on the Effective Date, provided, however, that if the six month delay in payment required by subsection 8(i)(iii) hereof applies, the installment payments for the first six months following the date of separation from service shall be withheld and paid on the first pay date that is more than six months following the date of separation from service. The first installment payment of the Disability Payment shall be made on the first pay date that is 60 days or more following the date of separation from service by the Executive, provided that the Executive must execute and not revoke a release of claims against the Company within such 60 day period. (2) The amount of Base Salary payable pursuant to subsections 8(d)(i) or 8(e), and each installment thereof, shall constitute a separate payment defined as the Award Agreements, subject to any required withholding for income and employment taxes. Dividend equivalent rights “Severance Payment.” The Severance Payment shall be paid in cash equal installments on the same date that the Company makes its normal payroll payments in accordance with the Company’s payroll practices in effect for the Executive on the Effective Date, provided, however, that if the six month delay in payment required by subsection 8(i)(iii) hereof applies, the installment payments for the first six months following the date of separation from service shall be withheld and paid on the first pay date that is more than six months following the date of separation from service. The first installment payment of the Severance Payment shall be made on the first pay date that is 60 days or more following the date of separation from service by the Executive, provided that the Executive must execute and not revoke a single lump sum to release of claims against the extent earnedCompany within such 60 day period. (b3) Actual Awards will Any incentive bonus payable to the Executive pursuant to subsections 8(a)(ii), 8(b)(ii), 8(c)(ii), 8(d)(ii) or 8(e) shall be determined under the terms of the applicable performance bonus plan in which he participates (the “Bonus Plan”) and shall constitute a separate payment defined as the “Accrued Bonus.” The Accrued Bonus shall be paid on or after in a lump sum payment no later than the 15th day of the third business day after month following the later of (A) the end of the Company’s annual audit for taxable year or (B) the last fiscal year of the applicable Performance Period has been completed and the Company’s annual report on Form 10-K for such fiscal year has been filed with the Securities and Exchange Commission, but in no event later than the last day end of the calendar year to which the performance bonus relates, except as required by subsection 8(i)(iii) hereof, and provided further that begins immediately following the end release required of the applicable Performance PeriodExecutive shall have been executed and not revoked within the time period specified in subsections 1 and 2 above. (c) Notwithstanding 4.3(b), in the event of a Participant’s death, the Participant’s estate will be eligible to receive an amount not greater than one-hundred percent (100%) of the Participant’s Target Award, prorated to reflect the number of days he or she worked during the applicable Performance Period, and such amount, which will be determined in the Committee’s sole discretion, will be paid in the year following Participant’s death. For clarity, prorated awards will be calculated as follows: one-hundred percent (100%) of a Participant’s Target Award will be multiplied by a fraction, the numerator of which is the number of days the Participant was continuously providing services to the Company during the applicable Performance Period through the date immediately prior to the Participant’s death, and the denominator of which is the total number of days in the applicable Performance Period. (d) Notwithstanding anything to the contrary in this Plan, no payments contemplated by this Plan will be paid during the six-month period following a Participant’s Separation from Service unless the Company determines, in its good faith judgment, that paying such amounts at the times indicated in paragraphs 4.3(b) and (c) would not cause the Participant to incur an additional tax under Code section 409A, in which case the Actual Award shall be paid on the first day of the seventh month following the Participant’s Separation from Service. (e) The Compensation Committee of the Board may require forfeiture or a clawback of any incentive compensation awarded or paid under this Plan in excess of the compensation actually earned based on a restatement of the Company’s financial statements as filed with the Securities and Exchange Commission for the period covered by this Plan.

Time and Form of Payment. Each of the following amounts payable to the Executive under this Agreement shall constitute a separate payment for purposes of Section 409A: (a1) Each Actual Award The amount of Base Salary payable pursuant to subsection 8(b)(i), and each installment thereof, shall constitute a separate payment defined as the “Disability Payment.” The Disability Payment shall be paid in Common Stock equal installments on the same date that the Company makes its normal payroll payments in accordance with the Company’s payroll practices in effect for the Executive on the Effective Date, provided, however, that if the six month delay in payment required by subsection 8(i)(iii) hereof applies, the installment payments for the first six months following the date of separation from service shall be withheld and paid on the first pay date that is more than six months following the date of separation from service. The first installment payment of the Disability Payment shall be made on the first pay date that is 60 days or more following the date of separation from service by the Executive, provided that the Executive must execute and not revoke a release of claims against the Company within such 60 day period. (2) The amount of Base Salary payable pursuant to subsections 8(d)(i) or 8(e), and each installment thereof, shall constitute a separate payment defined as the Award Agreements, subject to any required withholding for income and employment taxes. Dividend equivalent rights “Severance Payment.” The Severance Payment shall be paid in cash equal installments on the same date that the Company makes its normal payroll payments in accordance with the Company’s payroll practices in effect for the Executive on the Effective Date, provided, however, that if the six month delay in payment required by subsection 8(i)(iii) hereof applies, the installment payments for the first six months following the date of separation from service shall be withheld and paid on the first pay date that is more than six months following the date of separation from service. The first installment payment of the Severance Payment shall be made on the first pay date that is 60 days or more following the date of separation from service by the Executive, provided that the Executive must execute and not revoke a single lump sum to release against the extent earnedCompany within such 60 day period. (b3) Actual Awards will Any incentive bonus payable to the Executive pursuant to subsections 8(a)(ii), 8(b)(ii), 8(c)(ii), 8(d)(ii) or 8(e) shall be determined under the terms of the applicable performance bonus plan in which he participates (the “Bonus Plan”) and shall constitute a separate payment defined as the “Accrued Bonus.” The Accrued Bonus shall be paid on or after in a lump sum payment no later than the 15th day of the third business day after month following the later of (A) the end of the Company’s annual audit for taxable year or (B) the last fiscal year of the applicable Performance Period has been completed and the Company’s annual report on Form 10-K for such fiscal year has been filed with the Securities and Exchange Commission, but in no event later than the last day end of the calendar year to which the performance bonus relates, except as required by subsection 8(i)(iii) hereof, and provided further that begins immediately following the end release required of the applicable Performance PeriodExecutive shall have been executed and not revoked within the time period specified in subsections 1 and 2 above. (c) Notwithstanding 4.3(b), in the event of a Participant’s death, the Participant’s estate will be eligible to receive an amount not greater than one-hundred percent (100%) of the Participant’s Target Award, prorated to reflect the number of days he or she worked during the applicable Performance Period, and such amount, which will be determined in the Committee’s sole discretion, will be paid in the year following Participant’s death. For clarity, prorated awards will be calculated as follows: one-hundred percent (100%) of a Participant’s Target Award will be multiplied by a fraction, the numerator of which is the number of days the Participant was continuously providing services to the Company during the applicable Performance Period through the date immediately prior to the Participant’s death, and the denominator of which is the total number of days in the applicable Performance Period. (d) Notwithstanding anything to the contrary in this Plan, no payments contemplated by this Plan will be paid during the six-month period following a Participant’s Separation from Service unless the Company determines, in its good faith judgment, that paying such amounts at the times indicated in paragraphs 4.3(b) and (c) would not cause the Participant to incur an additional tax under Code section 409A, in which case the Actual Award shall be paid on the first day of the seventh month following the Participant’s Separation from Service. (e) The Compensation Committee of the Board may require forfeiture or a clawback of any incentive compensation awarded or paid under this Plan in excess of the compensation actually earned based on a restatement of the Company’s financial statements as filed with the Securities and Exchange Commission for the period covered by this Plan.

Time and Form of Payment. (a) Each Actual Award shall be paid in Common Stock pursuant to the Award Agreements, subject to any required withholding for income and employment taxes. Dividend equivalent rights shall be paid in cash in a single lump sum to the extent earnedsum. (b) Actual Awards will be paid on or after the third business day after the Company’s annual audit for the last fiscal year of the applicable Performance Period 2014 has been completed and the Company’s fiscal year 2014 annual report on Form 10-K for such fiscal year has been filed with the Securities and Exchange Commission, but in no event later than the last day of the calendar year that begins immediately following the end of the applicable Performance PeriodDecember 31, 2015. (c) Notwithstanding 4.3(b), in the event of a Participant’s death, the Participant’s estate will be eligible to receive an amount not greater than one-hundred percent (100%) of the Participant’s Target Award, prorated to reflect the number of days he or she worked during the applicable Performance Period, and such amount, which will be determined in the Committee’s sole discretion, will be paid in the year following Participant’s death. For clarity, prorated awards will be calculated as follows: one-hundred percent (100%) of a Participant’s Target Award will be multiplied by a fraction, the numerator of which is the number of days the Participant was continuously providing services to the Company during the applicable Performance Period through the date immediately prior to the Participant’s death, and the denominator of which is the total number of days in the applicable Performance Period. (d) Notwithstanding anything to the contrary in this Plan, no payments contemplated by this Plan will be paid during the six-month period following a Participant’s Separation from Service unless the Company determines, in its good faith judgment, that paying such amounts at the times indicated in paragraphs 4.3(b) and (c) would not cause the Participant to incur an additional tax under Code section 409A, in which case the Actual Award shall be paid on the first day of the seventh month following the Participant’s Separation from Service. (e) The Compensation Committee of the Board may require forfeiture or a clawback of any incentive compensation awarded or paid under this Plan in excess of the compensation actually earned based on a restatement of the Company’s financial statements as filed with the Securities and Exchange Commission for the period covered by this Plan.

Time and Form of Payment. For purposes of this Agreement, the terms “terminated,” “termination,” “termination of employment,” and variations thereof, as used in this Agreement, are intended to mean a termination of employment that constitutes a “separation from service” under Code Section 409A. The time and form of payment of benefits upon termination of employment described in the preceding provisions of Sections 4 and 5 (aincluding expense reimbursements or payment and in-kind benefits) Each Actual Award shall be made in accordance with such Sections; provided that any lump sum cash payments shall be paid in Common Stock 60 days following the Executive’s termination of employment; and provided further, with respect to termination of employment for reasons other than death, the payment at such time can be characterized as a “short-term deferral” for purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment cannot be so characterized, and the Executive is a “specified employee” under Code Section 409A, such portion of the payment shall be delayed until the earlier to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to the Award Agreements, subject to any required withholding for income and employment taxes. Dividend equivalent rights this Section 5.c shall be paid in cash or reimbursed to the Executive in a single lump sum to sum, without interest, and any remaining payments due under the extent earned. preceding provisions of Sections 4 or 5, whichever is applicable, shall be payable at the same time and in the same form as such amounts or benefits would have been paid in accordance with their original payment schedule under such Section. If the Executive is a “specified employee” under Code Section 409A, the full cost of the continuation or provision of Employee Benefits (bother than any cost of medical or dental benefit plans or programs or the cost of any other plan or program that is exempt from Code Section 409A) Actual Awards will under Sections 4 or 5 shall be paid on or after by the third business day after Executive until the Company’s annual audit for the last fiscal year earlier to occur of the applicable Performance Period has been completed Executive’s death or the date that is six months and the Company’s annual report on Form 10-K for such fiscal year has been filed with the Securities and Exchange Commission, but in no event later than the last one day of the calendar year that begins immediately following the end Executive’s termination of the applicable Performance Period. (c) Notwithstanding 4.3(b), in the event of a Participant’s death, the Participant’s estate will be eligible to receive an amount not greater than one-hundred percent (100%) of the Participant’s Target Award, prorated to reflect the number of days he or she worked during the applicable Performance Periodemployment, and such amountcost shall be reimbursed by the Company to, which will be determined or on behalf of, the Executive in a lump sum cash payment on the Committeeearlier to occur of the Executive’s sole discretion, will be paid in death or the year date that is six months and one day following ParticipantExecutive’s deathtermination of employment. For clarity, prorated awards will be calculated as follows: one-hundred percent (100%) purposes of a Participant’s Target Award will be multiplied by a fraction, applying the numerator provisions of which is the number of days the Participant was continuously providing services to the Company during the applicable Performance Period through the date immediately prior to the Participant’s death, and the denominator of which is the total number of days in the applicable Performance Period. (d) Notwithstanding anything to the contrary in this Plan, no payments contemplated by this Plan will be paid during the six-month period following a Participant’s Separation from Service unless the Company determines, in its good faith judgment, that paying such amounts at the times indicated in paragraphs 4.3(b) and (c) would not cause the Participant to incur an additional tax under Code section Section 409A, in each separately identified amount to which case the Actual Award Executive is entitled shall be paid on the first day of the seventh month following the Participant’s Separation from Servicetreated as a separate payment. (e) The Compensation Committee of the Board may require forfeiture or a clawback of any incentive compensation awarded or paid under this Plan in excess of the compensation actually earned based on a restatement of the Company’s financial statements as filed with the Securities and Exchange Commission for the period covered by this Plan.

Time and Form of Payment. For purposes of this Agreement, the terms “terminated”, “termination”, “termination of employment”, and variations thereof, as used in this Agreement, are intended to mean a termination of employment that constitutes a “separation from service” under Code Section 409A. The time and form of payment of benefits upon termination of employment described in the preceding provisions of this Section 4 (aincluding expense reimbursements or payment and in-kind benefits) Each Actual Award shall be made in accordance with such Section; provided that the lump sum cash payments shall be paid in Common Stock 60 days following the Executive’s termination of employment; and provided further, with respect to termination of employment for reasons other than death, the payment at such time can be characterized as a “short-term deferral” for purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment cannot be so characterized, and the Executive is a “specified employee” under Code Section 409A, such portion of the payment shall be delayed until the earlier to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to the Award Agreements, subject to any required withholding for income and employment taxes. Dividend equivalent rights this Section 4(g) shall be paid in cash or reimbursed to the Executive in a single lump sum to sum, and any remaining payments due under the extent earned. preceding provisions of this Section 4, whichever is applicable, shall be payable at the same time and in the same form as such amounts or benefits would have been paid in accordance with their original payment schedule under such Section. If the Executive is a “specified employee” under Code Section 409A, the full cost of the continuation or provision of Employee Benefits (bother than any cost of medical or dental benefit plans or programs or the cost of any other plan or program that is exempt from Code Section 409A) Actual Awards will under Section 4(d) and 4(f) shall be paid on or after by the third business day after Executive until the Company’s annual audit for the last fiscal year earlier to occur of the applicable Performance Period has been completed Executive’s death or the date that is six months and the Company’s annual report on Form 10-K for such fiscal year has been filed with the Securities and Exchange Commission, but in no event later than the last one day of the calendar year that begins immediately following the end Executive’s termination of the applicable Performance Period. (c) Notwithstanding 4.3(b), in the event of a Participant’s death, the Participant’s estate will be eligible to receive an amount not greater than one-hundred percent (100%) of the Participant’s Target Award, prorated to reflect the number of days he or she worked during the applicable Performance Periodemployment, and such amountcost shall be reimbursed by the Company to, which will be determined or on behalf of, the Executive in a lump sum cash payment on the Committeeearlier to occur of the Executive’s sole discretion, will be paid in death or the year date that is six months and one day following ParticipantExecutive’s deathtermination of employment. For clarity, prorated awards will be calculated as follows: one-hundred percent (100%) purposes of a Participant’s Target Award will be multiplied by a fraction, applying the numerator provisions of which is the number of days the Participant was continuously providing services to the Company during the applicable Performance Period through the date immediately prior to the Participant’s death, and the denominator of which is the total number of days in the applicable Performance Period. (d) Notwithstanding anything to the contrary in this Plan, no payments contemplated by this Plan will be paid during the six-month period following a Participant’s Separation from Service unless the Company determines, in its good faith judgment, that paying such amounts at the times indicated in paragraphs 4.3(b) and (c) would not cause the Participant to incur an additional tax under Code section Section 409A, in each separately identified amount to which case the Actual Award Executive is entitled shall be paid on the first day of the seventh month following the Participant’s Separation from Servicetreated as a separate payment. (e) The Compensation Committee of the Board may require forfeiture or a clawback of any incentive compensation awarded or paid under this Plan in excess of the compensation actually earned based on a restatement of the Company’s financial statements as filed with the Securities and Exchange Commission for the period covered by this Plan.

Time and Form of Payment. (a) Each Actual Award An employee who is expected to become a Member may elect, on forms to be provided by the Plan Administrator, the Benefit Payment Date of any Retirement Benefit to which the Member may become entitled under the Plan. The Member may elect any age or date at which the Member’s Retirement Benefit shall be paid in Common Stock pursuant following the Member’s Retirement. The form of payment, however, shall be a lump sum. The election must be filed with the Plan Administrator on such form or forms as the Plan Administrator may require prior to the Award AgreementsMember’s commencement of participation in order to be effective. Notwithstanding the foregoing, subject a Member shall be permitted to make the election described in this Section 3.2(a) if the election is filed with the Plan Administrator on or before December 31, 2007 (or such later date as may be specified in proposed or final Treasury Regulations or other Internal Revenue Service guidance interpreting Section 409A of the Code) provided that any required withholding for income election filed in 2007 may apply only to amounts that would not otherwise be payable in 2007 and employment taxes. Dividend equivalent rights shall may not cause an amount to be paid in cash 2007 that would not otherwise be payable in a single lump sum to the extent earned2007. (b) Actual Awards will be paid on or after In the third business day after the Company’s annual audit for the last fiscal year absence of the applicable Performance Period has been completed and the Company’s annual report on Form 10-K for such fiscal year has been filed with the Securities and Exchange Commission, but in no event later than the last day of the calendar year that begins immediately following the end of the applicable Performance Period. (c) Notwithstanding 4.3(ban effective Benefit Payment Date election under Section 3.2(a), in a Member shall be deemed to have elected that the event of a ParticipantMember’s death, the Participant’s estate will be eligible to receive an amount not greater than one-hundred percent (100%) of the Participant’s Target Award, prorated to reflect the number of days he or she worked during the applicable Performance Period, and such amount, which will be determined in the Committee’s sole discretion, will Retirement Benefit shall be paid in the year following Participant’s death. For clarity, prorated awards will be calculated as follows: one-hundred percent (100%) of a Participant’s Target Award will be multiplied by a fraction, the numerator of which is the number of days the Participant was continuously providing services to the Company during the applicable Performance Period through the date immediately prior to the Participant’s death, and the denominator of which is the total number of days in the applicable Performance Period. (d) Notwithstanding anything to the contrary in this Plan, no payments contemplated by this Plan will be paid during the six-month period following a Participant’s Separation from Service unless the Company determines, in its good faith judgment, that paying such amounts at the times indicated in paragraphs 4.3(b) and (c) would not cause the Participant to incur an additional tax under Code section 409A, in which case the Actual Award shall be paid lump sum on the first day of the seventh calendar month next following the Participantcalendar month in which the Member’s Retirement occurs. (c) Anything in this Plan to the contrary notwithstanding, payment to any Specified Employee upon Separation from ServiceService shall not be made before the date that is six months after the date of Separation from Service (or, if earlier, the date of death of such Specified Employee). The six-month delay in payment described herein shall not apply, however, to any payment made under the circumstances described in Section 3.2(e). The Retirement Account of a Member or Vested Former Member who is a Specified Employee which is subject to the six-month delay in payment described in this Section 3.2(c) shall continue to be credited with Investment Credits as provided in Section 3.1(d) following such Separation from Service until such Member’s or Vested Former Member’s Benefit Payment Date, but not Retirement Credits. (d) A Participant who has made or been deemed to make a Benefit Payment Date election under Section 3.2(a) or (b) (“initial election”) may make one subsequent election, on forms to be provided by the Plan Administrator, to delay the time of payment of the Member’s Retirement Benefit under the following conditions: (i) Any subsequent election must be filed with the Plan Administrator at least 12 months prior to earliest date on which the Retirement Benefit could be payable pursuant to the Member’s initial election, and shall not be effective before the first anniversary of the date on which such election is filed with the Plan Administrator. (ii) The Benefit Payment Date must be deferred by not less than five years from the date on which the Member’s Retirement Benefit would have been paid under the Member’s initial election. (e) The Compensation Committee provisions of Sections 3.2(a) through (d) to the contrary notwithstanding, a payment to or on behalf of a Member or Vested Former Member shall be accelerated under each of the Board may require forfeiture following circumstances: (i) if payment is required to be made to an individual other than the Member or Vested Former Member to fulfill a clawback of any incentive compensation awarded or paid under this Plan domestic relations order as defined in excess Section 414(p)(1)(B) of the compensation actually earned based on Code; or (ii) if payment is necessary to satisfy requirements established pursuant to a restatement written determination by the Office of Government Ethics that: (A) divestiture of the Company’s financial statements interest or termination of the financial arrangement is reasonably necessary to comply with any Federal conflict of interest statute, regulation, rule or executive order (including Section 208 of Title 18, United States Code), or is requested by a congressional committee as filed with a condition of confirmation; and (B) specifies the Securities financial interest to be divested or terminated. (f) The provisions of Sections 3.2(a) through (d) to the contrary notwithstanding, a payment to a Member or Vested Former Member (or his or her Designated Beneficiary) may be delayed to a date after the designated Benefit Payment Date if calculation of the amount of the payment is not administratively practicable due to events beyond the control of the Member or Vested Former Member (or his or her Designated Beneficiary) and Exchange Commission such delay is for the period covered by this Planreasons that are commercially reasonable, provided that payment is made as soon as payment is administratively practicable.

Time and Form of Payment. (a) Each Actual Award Award, including dividend equivalent rights, shall be paid in cash (or its equivalent) in a single lump sum and Common Stock pursuant to the Award Agreements, subject to any required withholding for income and employment taxes. Dividend equivalent rights shall be paid in cash in a single lump sum to the extent earned. (b) Actual Awards will be paid on or after the third business day after the Company’s annual audit for the last fiscal year of the applicable Performance Period 2012 has been completed and the Company’s fiscal year 2012 annual report on Form 10-K for such fiscal year has been filed with the Securities and Exchange Commission, but in no event later than the last day of the calendar year that begins immediately following the end of the applicable Performance PeriodDecember 31, 2013. (c) Notwithstanding 4.3(b), in the event of a Participant’s death, the Participant’s estate will be eligible to receive an amount not greater than one-hundred percent (100%) of the Participant’s Target Award, prorated to reflect the number of days he or she worked during the applicable Performance Period, and such amount, which will be determined in the Committee’s sole discretion, will be paid in the year following Participant’s death. For clarity, prorated awards will be calculated as follows: one-hundred percent (100%) of a Participant’s Target Award will be multiplied by a fraction, the numerator of which is the number of days the Participant was continuously providing services to the Company during the applicable Performance Period through the date immediately prior to the Participant’s death, and the denominator of which is the total number of days in the applicable Performance Period. (d) Notwithstanding anything to the contrary in this Plan, no payments contemplated by this Plan will be paid during the six-month period following a Participant’s Separation from Service unless the Company determines, in its good faith judgment, that paying such amounts at the times indicated in paragraphs 4.3(b) and (c) would not cause the Participant to incur an additional tax under Code section 409A, in which case the Actual Award shall be paid on following the first day end of the seventh six-month following the Participant’s Separation from Serviceperiod. (e) The Compensation Committee of the Board may require forfeiture or a clawback of any incentive compensation awarded or paid under this Plan in excess of the compensation actually earned based on a restatement of the Company’s financial statements as filed with the Securities and Exchange Commission for the period covered by this Plan.

Time and Form of Payment. (a) Each Actual Award Payment of vested Earned Units shall be paid made as soon as practicable (but not later than 30 days) following the close of a Restriction Period or, if earlier, within 30 days following the earlier of the Participant’s death, Disability or Retirement that constitutes a “Separation from Service” within the meaning of Code Section 409A; provided that if such death, Disability or Retirement occurs during the Performance Period, payment of the vested Earned Units shall be made within ninety (90) days following the end of the Performance Period. Notwithstanding the foregoing, a Participant may, on or before the date which is at least six (6) months prior to the expiration of the Performance Period, make an election to defer receipt of any payment with respect to the Earned Units in accordance with the provisions of Section 6.4 of the Plan. Unless otherwise elected by a Participant in accordance with the immediately following sentence, payment shall be in the form of a number of shares of Common Stock pursuant equal to the Award Agreementsnumber of Earned Units subject hereto. A Participant may elect, subject to any required withholding for income in the form and employment taxes. Dividend equivalent rights shall be paid in cash in a single lump sum to manner specified by the extent earned. (b) Actual Awards will be paid Company and on or after before the third business day after the Company’s annual audit for the last fiscal year earlier of the applicable Performance Period has been completed and the Company’s annual report on Form 10-K for such fiscal year has been filed with the Securities and Exchange Commission, but in no event later than the last day of the calendar fiscal year that begins immediately following the end of the applicable Company in which this Award is granted to the Participant and the date which is at least six (6) months prior to the expiration of the Performance Period. (c) Notwithstanding 4.3(b), to receive payment in the event form of cash in an amount equal to the Fair Market Value of a Participant’s deathshare of Common Stock as of the date of payment, multiplied by the number of Earned Units subject hereto. To be eligible to make a cash election, the Participant must at the time of the election meet the minimum applicable holding requirement under the Company's equity ownership guidelines. Any such elections will be made in the form and manner specified by the Company and consistent with the Plan. Notwithstanding anything herein to the contrary, if the Participant’s estate will be eligible Award is subject to the application of Code Section 409A and if the Participant is a “Specified Employee” within the meaning of Code Section 409A and the Treasury regulations and other guidance thereunder, the Participant may not receive an amount not greater than one-hundred percent (100%) payment with respect to any Earned Units that are payable as a result of the Participant’s Target Award, prorated to reflect the number of days he or she worked during the applicable Performance Period, and such amount, which will be determined in the Committee’s sole discretion, will be paid in the year following Participant’s death. For clarity, prorated awards will be calculated as follows: one-hundred percent (100%) of a Participant’s Target Award will be multiplied by a fraction, the numerator of which is the number of days the Participant was continuously providing services to the Company during the applicable Performance Period through the date immediately prior to the Participant’s death, and the denominator of which is the total number of days in the applicable Performance Period. (d) Notwithstanding anything to the contrary in this Plan, no payments contemplated by this Plan will be paid during the six-month period following a Participant’s Separation from Service unless the Company determinesService, in its good faith judgment, that paying such amounts at the times indicated in paragraphs 4.3(bearlier than six (6) and (c) would not cause the Participant to incur an additional tax under Code section 409A, in which case the Actual Award shall be paid on the first day of the seventh month months following the Participant’s Separation from Service. (e) The Compensation Committee , except that in the event of the Board may require forfeiture or a clawback of any incentive compensation awarded or Participant’s earlier death, such Earned Units shall be paid under this Plan in excess within 30 days after the Company receives notice of the compensation actually earned based on a restatement of the CompanyParticipant’s financial statements as filed with the Securities and Exchange Commission for the period covered by this Plandeath.