Payment of Shares. (a) (i) The payment date for all Shares in which a Participant becomes vested pursuant to Subparagraph 5(e) above shall be within the 30th day after such Participant's Separation from Service, provided that if the Participant was a "key employee" within the meaning of Section 409A(a)(B)(i) of the Code immediately prior to his or her Separation from Service, payment shall not be made sooner than six months following the date of such Separation from Service. 5 (ii) For purposes of this Subparagrap
...h 6(a), "key employee" means an employee designated on an annual basis by the Company as of December 31 (the "Key Employee Designation Date") as an employee meeting the requirements of Section 416(i) of Code utilizing the definition of compensation under Treasury Regulation § 1.415(c)-2(d)(2). A Participant designated as a "key employee" shall be a "key employee" for the entire 12-month period beginning on April 1 following the Key Employee Designation Date. (b) The payment date for all Shares in which the Participant becomes vested pursuant to Paragraph 5 above, other than Subparagraph 5(e) (as to which the payment date is determined in accordance with Subparagraph 6(a) above), shall be the calendar year containing the Maturity Date. (c) Upon conversion of RSUs into Shares under this Agreement, such RSUs shall be cancelled. Shares that become payable under this Agreement will be paid by the Company by the delivery to the Participant, or the Participant's beneficiary or legal representative, one or more certificates (or other indicia of ownership) representing Shares of Common Stock equal in number to the number of Shares otherwise payable under this Agreement less the number of Shares having a Fair Market Value, as of the date the withholding tax obligation arises, equal to the minimum statutory withholding requirements. Notwithstanding the foregoing, to the extent permitted by Section 409A of the Internal Revenue of 1986, as amended (the "Code") and the guidance thereunder, if federal employment taxes become due upon the Participant's becoming entitled to payment of Shares, the number of Shares necessary to cover minimum statutory withholding requirements may, in the Company's discretion, be used to satisfy such requirements upon such entitlement.
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Payment of Shares. (a)
(i) The payment date for all Shares in which a Participant becomes vested pursuant to Subparagraph 5(e) above shall be within the 30th day after such Participant's Separation from Service, provided that if the Participant was a "key employee" within the meaning Payment of
Section 409A(a)(B)(i) of the Code immediately prior to his or her Separation from Service, payment shall not be made sooner than six months following the date of such Separation from Service. 5 (ii) For purposes of this Sub...paragraph 6(a), "key employee" means an employee designated on an annual basis by the Company as of December 31 (the "Key Employee Designation Date") as an employee meeting the requirements of Section 416(i) of Code utilizing the definition of compensation under Treasury Regulation § 1.415(c)-2(d)(2). A Participant designated as a "key employee" shall be a "key employee" for the entire 12-month period beginning on April 1 following the Key Employee Designation Date. (b) The payment date for all Shares in which the Participant becomes vested pursuant to Subparagraph 5(d) above shall occur within 30 days after the Participant's Separation from Service. (b) Payment of all Shares in which the Participant becomes vested pursuant to 4 Paragraph 5 above, other than Subparagraph 5(e) 5(d) (as to which the payment date is determined in accordance with Subparagraph 6(a) above), shall be occur during the calendar year containing the Maturity Date. (c) Upon conversion of RSUs into Shares under this Agreement, such RSUs shall be cancelled. Shares that become payable under this Agreement will be paid by the Company by the delivery to the Participant, or the Participant's beneficiary or legal representative, one or more certificates (or other indicia of ownership) representing Shares shares of Common Stock equal in number to the number of Shares otherwise payable under this Agreement less the number of Shares having necessary for purposes of satisfying all of the Company's or any Affiliate's federal, state and local tax withholding requirements related thereto (the "Required Withholding"). The number of Shares included in the Required Withholding shall be determined in a manner consistent with the Plan and all such Shares shall be valued at their Fair Market Value, as of Value on the date the withholding tax obligation arises, equal to the minimum statutory withholding requirements. Notwithstanding the foregoing, to the extent permitted by Section 409A of the Internal Revenue of 1986, as amended (the "Code") and the guidance thereunder, if federal employment taxes become due upon the Participant's becoming entitled to payment of Shares, the number of Shares necessary to cover minimum statutory withholding requirements may, in the Company's discretion, be used to satisfy such requirements upon such entitlement. arises.
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Payment of Shares. (a)
(i) The payment date for Payment of all Shares in which
a the Participant becomes vested pursuant to Subparagraph
5(e) 5(d) above shall
be occur within
30 days after the
30th day after such Participant's Separation from
Service, provided that if the Participant was a "key employee" within the meaning Service. (b) Payment of
Section 409A(a)(B)(i) of the Code immediately prior to his or her Separation from Service, payment shall not be made sooner than six months following the date of such Sep...aration from Service. 5 (ii) For purposes of this Subparagraph 6(a), "key employee" means an employee designated on an annual basis by the Company as of December 31 (the "Key Employee Designation Date") as an employee meeting the requirements of Section 416(i) of Code utilizing the definition of compensation under Treasury Regulation § 1.415(c)-2(d)(2). A Participant designated as a "key employee" shall be a "key employee" for the entire 12-month period beginning on April 1 following the Key Employee Designation Date. (b) The payment date for all Shares in which the Participant becomes vested pursuant to Paragraph 5 above, other than Subparagraph 5(e) 5(d) (as to which the payment date is determined in accordance with Subparagraph 6(a) above), shall be occur during the calendar year containing the Maturity Date. (c) Upon conversion of RSUs into Shares under this Agreement, such RSUs shall be cancelled. Shares that become payable under this Agreement will be paid by the Company by the delivery to the Participant, or the Participant's beneficiary or legal representative, one or more certificates (or other indicia of ownership) representing Shares shares of Common Stock equal in number to the number of Shares otherwise payable under this Agreement less the number of Shares having necessary for purposes of satisfying all of the Company's or any Affiliate's federal, state and local tax withholding requirements related thereto (the "Required Withholding"). The number of Shares included in the Required Withholding shall be determined in a manner consistent with the Plan and all such Shares shall be valued at their Fair Market Value, as of Value on the date the withholding tax obligation arises, equal to the minimum statutory withholding requirements. Notwithstanding the foregoing, to the extent permitted by Section 409A of the Internal Revenue of 1986, as amended (the "Code") and the guidance thereunder, if federal employment taxes become due upon the Participant's becoming entitled to payment of Shares, the number of Shares necessary to cover minimum statutory withholding requirements may, in the Company's discretion, be used to satisfy such requirements upon such entitlement. arises.
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Payment of Shares. (a)
(i) The payment date for all Shares in which a Participant becomes vested pursuant to Subparagraph
5(e) 4(b) above shall be within the 30th day following a Maturity Date. (b) The payment date for all Shares in which a Participant becomes vested pursuant to Subparagraph 4(c) above shall be within the 60th day following such death. (c) The payment date for all shares in which a Participant becomes vested pursuant to Subparagraph 4(d) above shall be within the 30th day after
such Participant's ...Separation from Service, provided that if the Participant was a "key employee" within the meaning of Section 409A(a)(B)(i) of the Code immediately prior to his or her Separation from Service, payment shall not be made sooner than six months following the date of such Separation from Service. 5 (ii) For purposes of this Subparagraph 6(a), "key employee" means an employee designated on an annual basis by the Company as of December 31 (the "Key Employee Designation Date") as an employee meeting the requirements of Section 416(i) of Code utilizing the definition of compensation under Treasury Regulation § 1.415(c)-2(d)(2). A Participant designated as a "key employee" shall be a "key employee" for the entire 12-month period beginning on April 1 following the Key Employee Designation Date. (b) becomes Disabled. 3 (d) The payment date for all Shares in which the Participant becomes vested pursuant to Paragraph 5 above, other than Subparagraph 5(e) (as to which the payment date is determined in accordance with Subparagraph 6(a) above), Subparagraphs 4(e), 4(f), and 4(g) above shall be with the calendar year containing the Maturity Date. (c) 30th day following such Participant's Separation from Service. (e) Upon conversion of RSUs into Shares under this Agreement, such RSUs shall be cancelled. Shares that become payable under this Agreement will be paid by the Company by the delivery to the Participant, or the Participant's beneficiary or legal representative, of one or more certificates (or other indicia of ownership) representing Shares shares of Common Stock equal in number to the number of Shares otherwise payable under this Agreement less the number of Shares having a Fair Market Value, as of the date the withholding tax obligation arises, equal to the minimum statutory withholding requirements. Notwithstanding the foregoing, to the extent permitted by Section 409A of the Internal Revenue of 1986, as amended (the "Code") Code and the guidance issued by the Internal Revenue Service thereunder, if federal employment taxes become due upon when the Participant's becoming Participant becomes entitled to payment of Shares, the number of Shares necessary to cover minimum statutory withholding requirements may, in the Company's discretion, discretion of the Company, be used to satisfy such requirements upon such entitlement.
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Payment of Shares.
5 Exhibit A Performance-Based RSU Agreement (a)
(i) The payment date for Payment of all Shares in which
a the Participant becomes vested pursuant to Subparagraph
5(e) 5(d) above shall
be occur within
30 days after the
30th day after such Participant's Separation from
Service, provided that if the Participant was a "key employee" within the meaning Service. (b) Payment of
Section 409A(a)(B)(i) of the Code immediately prior to his or her Separation from Service, payment shall not be made sooner th...an six months following the date of such Separation from Service. 5 (ii) For purposes of this Subparagraph 6(a), "key employee" means an employee designated on an annual basis by the Company as of December 31 (the "Key Employee Designation Date") as an employee meeting the requirements of Section 416(i) of Code utilizing the definition of compensation under Treasury Regulation § 1.415(c)-2(d)(2). A Participant designated as a "key employee" shall be a "key employee" for the entire 12-month period beginning on April 1 following the Key Employee Designation Date. (b) The payment date for all Shares in which the Participant becomes vested pursuant to Paragraph 5 above, other than Subparagraph 5(e) 5(d) (as to which the payment date is determined in accordance with Subparagraph 6(a) above), shall be occur during the calendar year containing the Maturity Date. (c) Upon conversion of RSUs into Shares under this Agreement, such RSUs shall be cancelled. Shares that become payable under this Agreement will be paid by the Company by the delivery to the Participant, or the Participant's beneficiary or legal representative, one or more certificates (or other indicia of ownership) representing Shares shares of Common Stock equal in number to the number of Shares otherwise payable under this Agreement less the number of Shares having a Fair Market Value, as of the date the withholding tax obligation arises, equal to the minimum statutory withholding requirements. Notwithstanding the foregoing, to the extent permitted by Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and the guidance thereunder, thereunder (if and to the extent applicable), if federal employment taxes become due upon when the Participant's becoming Participant becomes entitled to payment of Shares, the number of Shares necessary to cover minimum statutory withholding requirements may, in the Company's discretion, be used to satisfy such requirements upon such entitlement.
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Payment of Shares. (a)
(i) The payment date for Payment of all Shares in which
a the Participant becomes vested pursuant to Subparagraph
5(e) 5(d) above shall
be occur within
30 days after the
30th day after such Participant's Separation from
Service, provided that if the Participant was a "key employee" within the meaning Service. (b) Payment of
Section 409A(a)(B)(i) of the Code immediately prior to his or her Separation from Service, payment shall not be made sooner than six months following the date of such Sep...aration from Service. 5 (ii) For purposes of this Subparagraph 6(a), "key employee" means an employee designated on an annual basis by the Company as of December 31 (the "Key Employee Designation Date") as an employee meeting the requirements of Section 416(i) of Code utilizing the definition of compensation under Treasury Regulation § 1.415(c)-2(d)(2). A Participant designated as a "key employee" shall be a "key employee" for the entire 12-month period beginning on April 1 following the Key Employee Designation Date. (b) The payment date for all Shares in which the Participant becomes vested pursuant to Paragraph 5 above, other than Subparagraph 5(e) 5(d) (as to which the payment date is determined in accordance with Subparagraph 6(a) above), shall be occur during the calendar year containing the Maturity Date. (c) Upon conversion of RSUs into Shares under this Agreement, such RSUs shall be cancelled. Shares that become payable under this Agreement will be paid by the Company by the delivery to the Participant, or the Participant's beneficiary or legal representative, one or more certificates (or other indicia of ownership) representing Shares shares of Common Stock equal in number to the number of Shares otherwise payable under this Agreement less the number of Shares having a Fair Market Value, as of the date the withholding tax obligation arises, equal to the minimum statutory withholding requirements. Notwithstanding the foregoing, to the extent permitted by Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and the guidance thereunder, thereunder (if and to the extent applicable), if federal employment taxes become due upon when the Participant's becoming Participant becomes entitled to payment of Shares, the number of Shares necessary to cover minimum statutory withholding requirements may, in the Company's discretion, be used to satisfy such requirements upon such entitlement.
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Payment of Shares. (a)
(i) The payment date for all Shares in which a Participant becomes vested pursuant to Subparagraphs 4(b) or 4(e) above shall be the 30th day following the Maturity Date. (b) The payment date for all Shares in which a Participant becomes vested pursuant to Subparagraph
5(e) 4(c) above shall be
within the 60th day following such death. (c) The payment date for all shares in which a Participant becomes vested pursuant to Subparagraph 4(d) above shall be the 30th day after
the Participant become...s Disabled. (d) The payment date for all Shares in which the Participant becomes vested pursuant to Subparagraphs 4(f), 4(g) and 4(h) above shall be the 30th day following such Participant's Separation from Service, provided that if the Participant was a "key employee" within the meaning of Section 409A(a)(B)(i) of the Internal Revenue Code of 1986, as amended (the "Code") immediately prior to his or her Separation from Service, and such Participant vested in such Shares under Subparagraph 4(e), (4)(f), 4(g) or 4(h) above, payment shall not be made sooner than six months following the date of such Participant experienced a Separation from Service. 5 (ii) For purposes of this Subparagraph 6(a), 5(d), "key employee" means an employee designated on an annual basis by the Company as of December 31 (the "Key Employee Designation Date") as an employee meeting the requirements of Section 416(i) of the Code utilizing the definition of compensation under Treasury Regulation § 1.415(c)-2(d)(2). A Participant designated as a "key employee" shall be a "key employee" for the entire 12-month 12 month period beginning on April 1 following the Key Employee Designation Date. (b) The payment date for all Shares in which the Participant becomes vested pursuant to Paragraph 5 above, other than Subparagraph 5(e) (as to which the payment date is determined in accordance with Subparagraph 6(a) above), shall be the calendar year containing the Maturity Date. (c) (e) Upon conversion of RSUs into Shares under this Agreement, such RSUs shall be cancelled. Shares that become payable under this Agreement will be paid by the Company by the delivery to the Participant, or the Participant's beneficiary or legal representative, of one or more certificates (or other indicia of ownership) representing Shares shares of Common Stock equal in number to the number of Shares otherwise payable under this Agreement less the number of Shares having a Fair Market Value, as of the date the withholding tax obligation arises, equal to the minimum statutory withholding requirements. Notwithstanding the foregoing, to the extent permitted by Section 409A of the Internal Revenue of 1986, as amended (the "Code") Code and the guidance issued by the Internal Revenue Service thereunder, if federal employment taxes become due upon when the Participant's becoming Participant becomes entitled to payment of Shares, the number of Shares necessary to cover minimum statutory withholding requirements may, in the Company's discretion, discretion of the Company, be used to satisfy such requirements upon such entitlement.
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Payment of Shares. (a) (i) The payment date for all Shares in which a Participant becomes vested pursuant to Subparagraph
5(e) 5(g) above shall be
within the 30th day no more than thirty (30) days after such Participant's Separation from
Service, provided that Service. If such 30-day period spans two calendar years, then payment will be made in the later calendar year. However, if the Participant was a "key employee" within the meaning of Section 409A(a)(B)(i) of the Code immediately prior to his or her Separation
... from Service, payment shall not be made sooner than the earlier to occur of the following: (i) six (6) months following the date of such Separation from Service. 5 Service; and (ii) the Participant's death. (ii) For purposes of this Subparagraph 6(a), "key employee" means an employee designated on an annual basis by the Company as of December 31 (the "Key Employee Designation Date") as an employee meeting the requirements of Section 416(i) of the Code utilizing the definition of compensation under Treasury Regulation § 1.415(c)-2(d)(2). A Participant designated as a "key employee" shall be a "key employee" for the entire 12-month twelve (12) month period beginning on April 1 following the Key Employee Designation Date. (b) The payment date for For all Shares in which the Participant becomes vested pursuant to Paragraph 5 above, other than Subparagraph 5(e) 5(g) (as to which the payment date is determined in accordance with Subparagraph 6(a) above), the payment date for the portion of the Shares associated with the first Maturity Date shall be the calendar year containing the first Maturity Date. Date, and the payment date for the portion of the Shares associated with the second Maturity Date shall be the calendar year containing the second Maturity Date (c) Upon conversion of RSUs into Shares under this Agreement, such RSUs shall be cancelled. Shares that become payable under this Agreement will be paid by the Company by the delivery to the Participant, or the Participant's beneficiary or legal representative, one or more certificates (or other indicia of ownership) representing Shares of Williams Common Stock equal in number to the number of Shares otherwise payable under this Agreement less the number of Shares having a Fair Market Value, as of the date the withholding tax obligation arises, equal to the minimum statutory withholding requirements. Notwithstanding the foregoing, to the extent permitted by Section 409A of the Internal Revenue of 1986, as amended (the "Code") Code and the guidance thereunder, if federal employment taxes become due upon the Participant's becoming entitled to payment of Shares, the number of Shares necessary to cover minimum statutory withholding requirements may, in the Company's discretion, may be used to satisfy such requirements upon such entitlement.
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