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Settlement. Settlement of an Award of Restricted Stock Units shall occur upon expiration of the deferral period specified for such Restricted Stock Unit by the Committee (or, if permitted by the Committee, as elected by the Participant). Restricted Stock Units shall be satisfied by the delivery of # a number of shares of Stock equal to the number of Restricted Stock Units vesting on such date, or

Settlement. SettlementAward and Restrictions. Satisfaction of an Award ofa Restricted Stock UnitsUnit Award shall occur upon expiration of the deferral period specified for such Restricted Stock Unit Award by the Committee (or, if permitted by the Committee, as elected by the Participant)Participant in a manner that does not violate the requirements of Section 409A of the Code). In addition, a Restricted Stock UnitsUnit Award shall be subject to such restrictions (which may include a risk of forfeiture) as the Committee may impose, if any, which restrictions may lapse at the expiration of the deferral period or at other specified times (including based on achievement of performance goals and/or future service requirements), separately or in combination, in installments or otherwise, as the Committee may determine. A Restricted Stock Unit Award may be satisfied by the delivery of # a number of shares of StockShares, cash equal to the Fair Market Value of the specified number of Shares covered by the Restricted Stock Units vesting on such date,Units, or a combination thereof, as determined by the Committee at the date of grant or thereafter. Prior to satisfaction of a Restricted Stock Unit Award, a Restricted Stock Unit Award carries no voting or dividend or other rights associated with Share ownership. Prior to satisfaction of a Restricted Stock Unit Award, except as otherwise provided in an Award Agreement and as permitted under Section 409A of the Code, a Restricted Stock Unit Award may not be sold, transferred, pledged, hypothecated, margined or otherwise encumbered by the Participant or any Beneficiary.

Settlement. Settlement of an Award9.4Settlement of Restricted Stock Units. The Company shall issue to a Participant on the date on which Restricted Stock Units shall occur upon expirationvest or on such other date set forth in the Award Agreement one share of the deferral period specifiedStock for sucheach Restricted Stock Unit bythen becoming vested or otherwise to be settled on such date, subject to the Committee (or, if permitted bywithholding of applicable taxes. Notwithstanding the foregoing, the Committee, as elected by the Participant).in its discretion, may provide for settlement of any Restricted Stock Units shall be satisfied by payment to the deliveryParticipant in cash of # a numberan amount equal to the Fair Market Value on the payment date of the shares of Stock equalor other property otherwise issuable to the number ofParticipant pursuant to this [Section 9.4]. The Committee, in its discretion, may provide in any Award Agreement evidencing Restricted Stock Units vestingthat, if the settlement of the Award with respect to any shares would otherwise occur on a day on which the sale of such date, orshares would violate the Company’s Insider Trading Policy, then the settlement with respect to such shares shall occur on the next day on which the sale of such shares would not violate the Insider Trading Policy.

Settlement.Section # Settlement of an Award of Restricted Stock Unit Awards. The Corporation shall issue to a Participant on the date on which Restricted Stock Units shall occur upon expirationsubject to the Participant’s Restricted Stock Unit Award vest or on such other date determined by the Committee, in its discretion, and set forth in the Award Agreement one share of Stock (and/or any other new, substituted or additional securities or other property pursuant to an adjustment described in [Section 3.2]) for each Restricted Stock Unit then becoming vested or otherwise to be settled on such date, subject to the withholding of applicable taxes, if any. If permitted by the Committee, the Participant may elect, consistent with the requirements of Section 409A and in accordance with such procedures as the Committee may specify from time to time, to defer receipt of all or any portion of the deferral period specifiedshares of Stock or other property otherwise issuable to the Participant pursuant to this [Section 7.6]. Notwithstanding the foregoing, the Committee, in its discretion, may provide in any Award Agreement for settlement of any Restricted Stock Unit Award by payment to the Participant in cash of an amount equal to the Fair Market Value on the vesting date of the shares of Stock or other property otherwise issuable to the Participant pursuant to this [Section 7.6]. Notwithstanding the foregoing, any Stock issued or cash paid to the Participant in settlement of the Restricted Stock Units will be issued or paid, as applicable, as soon as administratively practicable following the applicable vesting date but in no event later than March 15th of the year following such vesting date (unless such Restricted Stock Unit has been deferred as permitted by the Committee (or, if permitted by the Committee, as elected by the Participant)under this [Section 7.6]). Restricted Stock Units shall be satisfied by the delivery of # a number of shares of Stock equal to the number of Restricted Stock Units vesting on such date, or

Settlement. Settlement of anUnless otherwise provided in the Award ofAgreement, a Participant’s Restricted Stock Units which vest shall occur upon expirationbe immediately settled by the issuance and delivery to the Participant of the deferral period specifiedone share of Company Stock for sucheach vested Restricted Stock Unit byor the Committee (or, if permitted by the Committee, as elected by the Participant). Restricted Stock Units shall be satisfied by the deliverypayment of # a number of shares of Stockcash in an amount equal to the number of shares for which the Restricted Stock UnitsUnit vested multiplied by the Fair Market Value of a share of Company Stock on the vesting on such date, or a combination thereof as determined by the Committee.

Settlement. SettlementUpon the satisfaction of all conditions to vesting of, and the lapse of the Restriction Period applicable to, all or part of an Award of Restricted Stock UnitsUnits, as set forth in this Plan and the applicable Award Agreement, # the Company shall occur upon expirationdeliver to the Participant one share of the deferral period specifiedStock in exchange for each such vested Restricted Stock Unit byand any Restricted Stock Units relating to the Committee (or, if permitted byreinvestment of related Dividend Equivalents, and # the Committee, as elected by the Participant).applicable Restricted Stock Units shall be satisfied bycancelled, and the delivery of # a number of shares of Stock equalso delivered shall not be subject to any further restrictions or limitations pursuant to this Plan. Unless determined otherwise by the Committee at any time prior to the number ofapplicable delivery date, each fractional Restricted Stock Units vesting on such date, orUnit shall vest and be settled in an equal fraction of a share of Stock.

Settlement. SettlementExcept as provided in a deferral election made pursuant to [Section 5(b)(5)], upon the satisfaction of all conditions to vesting of, and the lapse of the Restriction Period applicable to, all or part of an Award of Restricted Stock UnitsUnits, as set forth in this Plan and the applicable Award Agreement, # the Company shall occur upon expirationdeliver to the Participant one share of the deferral period specifiedStock in exchange for each such vested Restricted Stock Unit byand any Restricted Stock Units relating to the Committee (or, if permitted byreinvestment of related Dividend Equivalents, and # the Committee, as elected by the Participant).applicable Restricted Stock Units shall be satisfied bycancelled, and the delivery of # a number of shares of Stock equalso delivered shall not be subject to any further restrictions or limitations pursuant to this Plan. Unless determined otherwise by the Committee at any time prior to the number ofapplicable delivery date, each fractional Restricted Stock Units vesting on such date, orUnit shall vest and be settled in an equal fraction of a share of Stock.

Settlement. SettlementUpon the vesting of and/or lapsing of any other restrictions (i.e., settlement) with respect to each Restricted Stock Unit, the Participant shall be entitled to receive from the Company such number of shares of Common Stock or (if so provided in the applicable Award agreement or otherwise determined by the Board) an Awardamount of cash equal to the Fair Market Value of such number of shares of Common Stock as are set forth in the applicable Restricted Stock Unit agreement, or a combination thereof. The Board may, in its discretion, provide that settlement of Restricted Stock Units shall occur upon expirationbe deferred, on a mandatory basis or at the election of the deferral period specified for such Restricted Stock Unit byParticipant in a manner that complies with Section 409A of the Committee (or, if permitted by the Committee, as elected by the Participant)Code (“[Section 409A]”). Restricted Stock Units shall be satisfied by the delivery of # a number of shares of Stock equal to the number of Restricted Stock Units vesting on such date, or

Settlement. Settlement of an Awardand Payment of Restricted Stock Units shall occur upon expiration of the deferral period specified for such Restricted Stock UnitUnits. Unless otherwise determined by the Committee (or, if permitted by the Committee, as elected by the Participant). Restricted Stock Units shall be satisfiedpaid in the form of Shares upon the date specified in the Award Agreement. Any Shares paid to a Participant under this [Section 10.4] may be subject to any restrictions deemed appropriate by the delivery of # a number of shares of Stock equal to the number of Restricted Stock Units vesting on such date, orCommittee.

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