Settlement of Awards Contract Clauses (195)

Settlement of Awards. (a) Delivery of Shares. The Company shall deliver the Shares corresponding to the vested PRSUs (or, if applicable, Acquirer RSUs) to the Participant within 30 days following 4 the Determination Date, but in no event later than March 15 of the calendar year immediately following the calendar year in which the Determination Date occurs; provided, however, that, (i) in the event of a Change of Control pursuant to which the PRSUs accelerate vesting in accordance with Section 3(b)(i)(A) hereof, the C...ompany shall deliver Shares corresponding to vested PRSUs to the Participant within 10 days following such Change of Control, (ii) in the event of the Participant's termination of employment (A) due to death or Disability on or prior to the 18-month anniversary of the Grant Date or following a Change of Control or (B) by the Company without Cause or by the Participant for Good Reason, in either case, following a Change of Control, the Company shall deliver the Shares corresponding to the vested Acquirer RSUs to the Participant within 30 days following such Termination Date. Notwithstanding any provision in this Agreement to the contrary, the PRSUs (or, if applicable, Acquirer RSUs) shall be settled no later than March 15 of the calendar year immediately following the year in which they are no longer subject to a substantial risk of forfeiture (within the meaning of Treasury Regulation Section 1.409A-1(d)). (b) Death of Participant. By written notice to the Company's Secretary, the Participant may designate a beneficiary or beneficiaries to whom any vested PRSUs (or, if applicable, Acquirer RSUs) and the Participant's Cash Account (as defined below) shall be transferred upon the death of the Participant. In the absence of such designation, or if no designated beneficiary survives the Participant, such vested PRSUs (or, if applicable, Acquirer RSUs) and the Participant's Cash Account shall be transferred to the legal representative of the Participant's estate. No such transfer of the PRSUs (or, if applicable, Acquirer RSUs) shall be effective to bind the Company unless the Company shall have been furnished with (i) written notice thereof, (ii) a copy of the will and/or such evidence as the Company deems necessary to establish the validity of such transfer or right to convert and (iii) an executed agreement by the transferee, administrator, or executor (as applicable) to (A) comply with all the terms of this Agreement that are or would have been applicable to the Participant and (B) be bound by the acknowledgements made by the Participant in connection with this grant. (c) Settlement Conditioned Upon Satisfaction of Tax Obligations. Notwithstanding the foregoing, the Company's obligation to deliver any consideration pursuant to this Section 5 shall be subject to, and conditioned upon, satisfaction of the Participant's obligations relating to the applicable federal, state, local and foreign withholding or other taxes pursuant to Section 9 hereof. View More

Settlement of Awards. The Company shall deliver to the Participant one share of Stock (or cash equal to the Fair Market Value of one share of Stock) for each vested Unit, as determined in accordance with the provisions of the Grant Letter and this Agreement. The Units payable to the Participant in accordance with the provisions of this paragraph 3 shall be paid solely in shares of Stock, solely in cash based on the Fair Market Value of the Stock (determined as of the closing price on the last day of the Restricted Pe...riod, or if not a business day, the first business day preceding the last day of the Restricted Period), or in a combination of the two, as determined by the Committee in its sole discretion, except that cash shall be distributed in lieu of any fractional share of Stock. 20 4. Time of Payment. Except as otherwise provided in this Agreement, payment of Units vested in accordance with the provisions of paragraph 5, will be delivered as soon as practicable after the end of the Restricted Period. View More

Settlement of Awards. The Participant's Earned Performance Shares shall be settled by delivery of shares of Common Stock, on a one-for-one basis, as soon as administratively possible following the Vesting Date, and in no event later than 74 days following the year in which the Vesting Date occurred; provided that settlement shall be subject in all respects to Section 2 and no delivery of shares may occur before the Committee certifies whether the 162(m) Goal has been achieved. Shares of Common Stock shall be issued b...y the Company in the name of the Participant by electronic book-entry transfer or credit of such shares to an account of the Participant maintained with a brokerage firm or other custodian as the Company determines. Alternatively, in the Company's sole discretion, such issuance may be effected in such other manner (including through physical certificates) as the Company may determine. View More

Settlement of Awards. If a Grantee becomes vested in the Award in accordance with Section 5, the Company shall pay to the Grantee, or the Grantee's personal representative, beneficiary or estate, as applicable, either a number of shares of Common Stock equal to the number of vested RSUs and dividend equivalents credited to the Grantee's RSU Account in respect of such vested RSUs, as adjusted in accordance with Section 6, if applicable, or cash equal to the Fair Market Value of such shares of Common Stock and dividend... equivalents credited to the Grantee's RSU Account in respect of such vested RSUs on the date of vesting, or a combination thereof. Such shares and/or cash shall be delivered/paid in a single sum within thirty (30) days following the date of vesting as defined in Section 5. View More

Settlement of Awards. The Award, if earned in accordance with the terms of this Agreement, shall be payable in whole shares of Common Stock. The total number of Shares that may be acquired upon vesting of the Award (or portion thereof) shall be rounded down to the nearest whole share. A certificate or certificates for the Shares subject to the Award or portion thereof shall be issued in the name of the Participant or his or her beneficiary (or, in the case of uncertificated shares, other written evidence of ownership... in accordance with Applicable Law shall be provided) promptly after, and only to the extent that, the Award or portion thereof has vested and been earned and is distributable. Shares of Common Stock or any other benefit subject to the Award shall, upon vesting of the Award, be issued and distributed to the Participant (or his or her beneficiary) no later than the later of (a) the fifteenth (15th) day of the third month following the Participant's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or (b) the fifteenth (15th) day of the third month following the end of the Company's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or otherwise in accordance with Code Section 409A. View More

Settlement of Awards. The Corporation shall deliver to the Employee one or more Shares for each earned Performance Share (and, as applicable, for the accrued dividend equivalents) as determined in accordance with the provisions set forth in the Addendum and this Agreement. Any earned Performance Shares payable to the Employee (including Shares payable pursuant to Section 5) shall be paid solely in Shares. Any fractional Share will be rounded to the closest whole Share.

Settlement of Awards. Subject to the next following sentence, if the Grantee becomes vested in the Award in accordance with Section 6, within 30 days following the date of the Grantee's termination of service on the Board, the Company shall distribute to the Grantee, or his or her personal representative, beneficiary or estate, as applicable, (a) a number of shares of Common Stock equal to the number of vested RSUs subject to the Award and (b) a cash payment equal to the dividend equivalents that are payable pursuant... to Section 4. If, at the time the Grantee becomes vested in the Award the Plan has not been approved by the Company's stockholders, then in lieu of delivering shares pursuant to clause (a) above, the Company shall distribute cash equal to the Fair Market Value of the number of vested RSUs subject to the Award. 2 8. Share Delivery. If the Award is settled in shares of Common Stock, delivery of such shares will be by book-entry credit to an account in the Grantee's name established by the Company with the Company's transfer agent; provided that the Company shall, upon written request from the Grantee (or his or her estate or personal representative, as the case may be), issue certificates in the name of the Grantee (or his or her estate or personal representative) representing such Award shares. View More

Settlement of Awards. Except as otherwise set forth in this Agreement or an Award Letter, within thirty (30) days following the applicable Scheduled Vesting Date for an RSU or PRSU granted hereunder, the Participant shall receive the number of Shares associated with the RSUs and PRSUs covered by and determined in accordance with each Award Letter. Notwithstanding the foregoing, the Committee shall have the sole discretion to pay cash equal to the Fair Market Value of the Shares on the Scheduled Vesting Date (or any e...arlier settlement date as set forth in Section 3 above) that would otherwise be delivered to any Participant. View More

Settlement of Awards. No later than 10 business days following the date of the Grantee's termination of service on the Board, the Company shall distribute to him, or his personal representative, beneficiary or estate, as applicable, (a) a number of shares of Common Stock equal to the number of vested RSUs subject to the Award and held in his RSU Account, and (b) a cash payment equal to the dividend equivalents credited to his RSU Account attributable to such vested RSUs.

Settlement of Awards. Each Performance Share Unit earned will be settled in one share of fully-vested Company Stock, except as cash settlements are provided in Sections 11 and 15 below. Subject to other PSP Terms, the Company will settle PSP awards in January of the calendar year immediately following the conclusion of the performance period, if and only if: Company auditors have issued an opinion consistent with the calculations; and the Committee and Board have approved the awards. If these conditions delay settlem...ent of awards beyond January, such awards must be settled on the earlier of (i) the date that is 30 days following the satisfaction of these conditions or (ii) December 31 of the calendar year immediately following the conclusion of the performance period. View More