Payments. Awards may be settled through cash payments, the delivery of shares of Stock, the granting of replacement Awards, or combination thereof as the Committee shall determine. Any Award settlement, including payment deferrals, may be subject to such conditions, restrictions and contingencies as the Committee shall determine. The Committee may permit or require the deferral of any Stock Award payment, subject to such rules and procedures as it may establish, which may include, without limitation, provisions for the payment or crediting of interest, or dividend equivalents, including converting such credits into deferred Stock equivalents, or rules and procedures intended to comply with [Section 409(A)] of the Code.

Payments. Awards may be settled through cash payments, the delivery of shares of Stock, the granting of replacement Awards, or combination thereof as the Committee shall determine. Any Award settlement, including payment deferrals, may be subject to such conditions, restrictions and contingencies as the Committee shall determine. The Committee may permit or require the deferral of any Stock Award payment, subject to such rules and procedures as it may establish, which may include, without limitation,include provisions for the payment or crediting of interest, or dividend equivalents, including converting such credits into deferred Stock equivalents, or rules and procedures intended to comply with [Section 409(A)] of the Code.equivalents.

Payments. AwardsForm and Timing of Payment Under Awards; Deferrals. Subject to the terms of the Plan and any applicable Award Agreement, payments to be made by the Company or a Related Entity upon the exercise of an Option or other Award or settlement of an Award may be settled through cash payments, the delivery of shares of Stock, the granting of replacement Awards, or combination thereofmade in such forms as the Committee shall determine.determine, including, without limitation, cash, Shares, other Awards or other property, and may be made in a single payment or transfer, in installments, or on a deferred basis. Any Award settlement, including payment deferrals, mayinstallment or deferral provided for in the preceding sentence shall, however, subject to the terms of the Plan, be subject to the Company’s compliance with the provisions of the Sarbanes-Oxley Act of 2002, as amended, the rules and regulations adopted by the Securities and Exchange Commission thereunder, and all applicable rules of the Listing Market. Subject to Sections 7(e) and 9(a) hereof, the settlement of any Award may be accelerated, and cash paid in lieu of Shares in connection with such conditions, restrictions and contingencies assettlement, in the sole discretion of the Committee or upon occurrence of one or more specified events (in addition to a Change in Control). Any such settlement shall determine.be at a value determined by the Committee in its sole discretion, which, without limitation, may in the case of an Option or Stock Appreciation Right be limited to the amount if any by which the Fair Market Value of a Share on the settlement date exceeds the exercise or grant price. Installment or deferred payments may be required by the Committee (subject to Section 7(e) of the Plan, including the consent provisions thereof in the case of any deferral of an outstanding Award not provided for in the original Award Agreement) or permitted at the election of the Participant on terms and conditions established by the Committee. The acceleration of the settlement of any Award, and the payment of any Award in installments or on an deferred basis, all shall be done all in a manner that is intended to be exempt from or otherwise satisfy the requirements of Section 409A of the Code. The Committee may permit or require the deferral of any Stock Award payment, subject to such rules and procedures as it may establish, which may include,may, without limitation, provisionsmake provision for the payment or crediting of interest,a reasonable interest rate on installment or dividend equivalents, including converting such credits into deferred Stock equivalents,payments or rules and procedures intended to comply with [Section 409(A)]the grant or crediting of the Code.Dividend Equivalents or other amounts in respect of installment or deferred payments denominated in Shares.

Form and Timing of Payment under Awards; Deferrals. Subject to the terms of this Plan and any applicable Award Agreement, payments to be made by the Company or a Subsidiary upon the exercise or settlement of an Award may be settled through cash payments, the delivery of shares of Stock, the granting of replacement Awards, or combination thereofmade in such forms as the Committee shall determine. Any Award settlement,determine in its discretion, including payment deferrals,without limitation cash, Stock, other Awards or other property, and may be subject to such conditions, restrictions and contingencies asmade in a single payment or transfer, in installments, or on a deferred basis (which may be required by the Committee shall determine. Theor permitted at the election of the Participant on terms and conditions established by the Committee); provided, however, that any such deferred or installment payments will be set forth in the Award Agreement and/or otherwise made in a manner that will not result in additional taxes under the Nonqualified Deferred Compensation Rules. Except as otherwise provided herein, the settlement of any Award may be accelerated, and cash paid in lieu of Stock in connection with such settlement, in the discretion of the Committee or upon occurrence of one or more specified events (in addition to a Change in Control). Installment or deferred payments may permit or requirebe required by the Committee (subject to Section 10(c) of this Plan, including the consent provisions thereof in the case of any deferral of any Stockan outstanding Award payment, subject to such rulesnot provided for in the original Award Agreement) or permitted at the election of the Participant on terms and procedures as it may establish, whichconditions established by the Committee. Payments may include, without limitation, provisions for the payment or crediting of interest,reasonable interest on installment or dividend equivalents, including converting such credits into deferred Stock equivalents,payments or rules and procedures intended to comply with [Section 409(A)]the grant or crediting of Dividend Equivalents or other amounts in respect of installment or deferred payments denominated in Stock. This Plan shall not constitute an “employee benefit plan” for purposes of section 3(3) of the Code.Employee Retirement Income Security Act of 1974, as amended.

Payments. AwardsSubject to the terms of the Plan, payments or transfers to be made by the Company upon the grant, exercise or settlement of an Award may be settled through cash payments,made in the deliveryform of shares of Stock, the granting of replacementcash, Shares, other Awards, other property, net settlement, or any combination thereofthereof, as determined by the Committee shall determine. Any Award settlement, including payment deferrals,in its discretion, and may be subject to such conditions, restrictions and contingencies as the Committee shall determine. The Committee may permitmade in a single payment or require the deferral of any Stock Award payment, subject to suchtransfer, in installments or on a deferred basis, in each case in accordance with rules and procedures as itestablished by the Committee. Such rules and procedures may establish, which may include, without limitation,include provisions for the payment or crediting of interest,reasonable interest on installment or deferred payments or the grant or crediting of dividend equivalents, including convertingequivalents in respect of installment or deferred payments. Any such credits into deferred Stock equivalents, or rules and procedures intended topayment shall comply with [Section 409(A)]Section 409A of the Code.Code and any similar tax rules.

Payments. Awards may be settled through cash payments, the delivery of shares of Stock, the granting of replacement Awards, or combination thereof as the Committee shall determine. Any Award settlement, including payment deferrals, may be subject to such conditions, restrictions and contingencies as the Committee shall determine. The Committee may permit or require a Participant to defer receipt of the deferralpayment of any Stock Award payment, subject toAward. If any such deferral election is permitted or required, the Committee, in its sole discretion, shall establish rules and procedures as it may establish,for such payment deferrals, which may include, without limitation,include the grant of additional Awards or provisions for the payment or crediting of interest,interest or dividend equivalents, including converting such credits intoto deferred Stock equivalents, or rules and procedures intended to comply with [Section 409(A)] of the Code.stock unit equivalents.

Payments. Awards may be settled through cash payments, the delivery of shares of Stock, the granting of replacement Awards, or combination thereof as the Committee shall determine. Any Award settlement, including payment deferrals, may be subject to such conditions, restrictions and contingencies as the Committee shall determine. The Committee may permit or require the deferral of any award and may permit payment on deferrals to be made in cash or shares of Common Stock Award payment, subject to such rules and procedures as it may establish,establish which may include, without limitation, provisions for the payment or crediting of interest, or dividend equivalents, including converting such credits into deferred Stock equivalents, or rules and procedures intended toshall comply with [Section 409(A)]Section 409A of the Code for deferrals subject to Section 409A of the Code. These rules may include provisions for crediting dividend equivalents on deferred stock unit accounts and crediting interest on deferred cash accounts.