representatives will thereafter have any further rights or interests in such unvested Restricted Stock Units. Notwithstanding the foregoing, in the case of a Grantees Retirement, any unvested Restricted Stock Units shall become immediately vested and nonforfeitable and the date of such Retirement shall be deemed the Vesting Date with respect to such accelerated Restricted Stock Units. For purposes of this Agreement, Retirement means the fulfillment of each of the following conditions: (i) the Grantee is in good standing with the Company as determined by the Administrator; (ii) the voluntary termination by the Grantee of the Grantees employment or service to the Company and (B) that at the time of such voluntary termination, the sum of: (1) the Grantees age (calculated to the nearest month, with any resulting fraction of a year being calculated as the number of months in the year divided by 12) and (2) the Grantees years of employment or service with the Company (calculated to the nearest month, with any resulting fraction of a year being calculated as the number of months in the year divided by 12) equals at least 62 (provided that, in any case, the foregoing shall only be applicable if, at the time of Retirement, the Grantee shall be at least 55 years of age and shall have been employed by or served with the Company for no less than 5 years).
4. Issuance of Shares of Stock. As soon as practicable following each Vesting Date (but in no event later than 30 days after the Vesting Date), the Company shall issue to the Grantee the number of shares of Stock equal to the aggregate number of Restricted Stock Units that have vested pursuant to this Agreement on such date and the Grantee shall thereafter have all the rights of a stockholder of the Company with respect to such shares. Notwithstanding the foregoing, in the event the Grantee becomes vested in the Restricted Stock Units on account of his or her Retirement, if the Grantee is a specified employee within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (Section 409A) upon his Retirement, the shares of Stock shall not be issued to the Grantee until the seventh month after the Grantees separation from service within the meaning of Section 409A.
5. Incorporation of Plan. Notwithstanding anything herein to the contrary, this Agreement shall be subject to and governed by all the terms and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.
6. Tax Withholding. The Grantee shall, not later than the date as of which the receipt of this Award becomes a taxable event for Federal income tax purposes, pay to the Company or make arrangements satisfactory to the Administrator for payment of any Federal, state, and local taxes required by law to be withheld on account of such taxable event. The Company shall have the authority to cause the required tax withholding obligation to be satisfied, in whole or in part, by withholding from shares of Stock to be issued to the Grantee a number of shares of Stock with an aggregate Fair Market Value that would satisfy the withholding amount due.
7. Section 409A of the Code. This Agreement shall be interpreted in such a manner that all provisions relating to the settlement of the Award are either exempt from the requirements of Section 409A of the Code as short-term deferrals as described in Section 409A of the Code or compliant with Section 409A of the Code.