(d) Return of Restricted Stock to Company. On the date set forth in the applicable Award Agreement, the Restricted Stock for which restrictions have not lapsed will revert to the Company and will again become available for grant under the Plan.
9. Restricted Stock Units.
(a) Grant of Restricted Stock Units. Subject to the terms and conditions of the Plan, the Administrator, at any time and from time to time, may grant Restricted Stock Units in such amounts as the Administrator, in its sole discretion, will determine. No Shares will be issued at the time a Restricted Stock Unit is granted, and the Company will not be required to set aside a fund for the payment of any such Award.
(b) Restricted Stock Unit Agreement. Each Award of a Restricted Stock Unit will be evidenced by an Award Agreement that will specify the number of Shares subject to the Award, the vesting criteria, whether the Award is settled in cash, in Shares or in a combination thereof, and such other terms and conditions as the Administrator, in its sole discretion, will determine.
(c) Vesting Criteria. The Administrator, in its sole discretion, will set vesting criteria which, depending on the extent to which the criteria are met, will determine the number of Restricted Stock Units that will be paid out to the Participant. The Administrator, in its sole discretion, may set vesting criteria based upon the achievement of Company-wide, business unit or individual goals (including continued employment or service), or any other basis determined by the Administrator.
(d) Earning Restricted Stock Units. Upon meeting the applicable vesting criteria, the Participant will be entitled to receive a payout as determined by the Administrator. Notwithstanding the foregoing, at any time after the grant of a Restricted Stock Unit, the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout.
(e) Timing and Form of Payment. Payment of earned Restricted Stock Units will be made at the time, and in the form, set forth in the applicable Award Agreement, but in no event later than the 15th day of the third month following the end of the calendar year in which such Restricted Stock Units became vested, except to the extent payment is deferred under an arrangement approved by the Administrator, in accordance with Section 409A of the Code. Settlement of earned Restricted Stock Units may, in the Administrators sole discretion, be in cash, in Shares or in some combination thereof.
(f) Return of Restricted Stock Units to Company. On the date set forth in the applicable Award Agreement, all unearned Restricted Stock Units will revert to the Company and will again become available for grant under the Plan.
10. Compliance With Section 409A of the Code. Awards will be designed and operated in such a manner that they are either exempt from the application of, or comply with, the requirements of Section 409A of the Code. The Plan and each Award Agreement are intended to meet the requirements of Section 409A of the Code and will be construed and interpreted in accordance with such intent, except as otherwise determined in the Administrators sole discretion.