employee (with a partial month worked counted as a full month if you were an active employee for 15 days or more in the month) and such reduced Award will vest immediately upon your termination of employment, calculated in the case of Performance Shares as if the target number of Performance Shares had in fact been earned, as provided in the Plan.
(i) Payout. The transfer restrictions on the applicable number of whole shares of Restricted Stock shall lapse on each Vesting Date or such other vesting date as determined in this Section 2 and in the terms of the Plan. The payout with respect to vested Performance Shares shall be made on the Performance Shares Vesting Date, in which date the Committee shall determine the total number of shares earned based upon the actual performance results during the Performance Cycle. The vested shares will be delivered to you as soon as administratively practicable, generally within 45 days following each Vesting Date.
3. Termination of Award.
(a) Except as provided herein, your rights in respect of your outstanding unvested Award shares shall immediately terminate, and no shares shall be paid in respect thereof, if at any time prior to the respective Vesting Date you terminate your employment.
(b) If the Corporation terminates your employment forCause, your Award shares shall be cancelled and the provisions under the Plan will apply.
4. Non-transferability. This Award (or any rights and obligations hereunder) may not be sold, exchanged, transferred, assigned, pledged, hypothecated or otherwise disposed of or hedged, in any manner (including through the use of any cash-settled instrument), whether voluntarily or involuntarily and whether by operation of law or otherwise, other than by will or by the laws of descent and distribution.
5. Withholding, Consents and Legends.
(a) You shall be solely responsible for any applicable taxes (including, without limitation, income and excise taxes) and penalties, and any interest that accrues thereon, incurred in connection with your Award. The Corporation will withhold shares of Common Stock for the payment of taxes in connection with the vesting of your Award or upon the occurrence of any other event that, in accordance with applicable law, will generate a tax liability with regards to your Award. The Corporation will withhold shares of Common Stock with a value equal to the amount of taxes that the Corporation determines it is required to withhold under applicable laws (with such withholding obligation determined based on any applicable minimum statutory withholding rates). The Corporation will use the Fair Market Value of the Common Stock on the Restricted Stock Vesting Date or such other date, as applicable, in order to determine the number of shares to be withheld. If you wish to remit cash to the Corporation (through payroll deduction or otherwise), in each case in an amount sufficient in the opinion of the Corporation to satisfy such withholding obligation, you must notify the Corporation in advance and do so in compliance with all applicable laws and pursuant to such rules as the Corporation may establish from time to time, including, but not limited to, the Corporations Insider Trading Policy.