Delivery of Shares; Forfeiture. As promptly as practicable following the Performance Vesting Date or any other earlier vesting date provided under Section 2(b) above, the Company shall cause to be delivered to the Participant such Shares underlying any non-forfeited , vested Performance RSUs as soon as practicable after they are earned and vested as provided in this agreement (but in no event later than 2 ½ months after the last day of the calendar year in which such Performance RSUs became so earned and vested.

Delivery of Shares. Subject to Section 10 of the Award, the Shares corresponding to vested Performance RSUs shall be delivered: # within 60 days of the applicable Time-Based Vesting Date (including cases where the Participant terminates employment due to Retirement) or, # if earlier, # within 60 days of the Participant’s termination of employment due to death or Disability, or # as contemplated under Section 9 of the Award in connection with a Change in Control; provided, however, that if the Award constitutes an item of deferred compensation under Code Section 409A and the vesting event is a Change in Control that is not a “change in control event” within the meaning of Code Section 409A, the Shares shall be delivered on the earliest vesting event contemplated under this [Section 5(i) or (ii)(1)])].