Delivery of Shares. The Company shall deliver to the Employee a certificate or certificates, or at the election of the Company make an appropriate book-entry, for the number of shares of Common Stock equal to the number of vested Stock Units as soon as administratively practicable (but always by the 30th day) after the earliest of the Employee’s termination of employment, a Change in Control (but only to the extent provided in Section 14) or the Payment Date. The number of shares delivered shall be reduced by the value of all taxes withheld by reason of such delivery; provided that the amount that is withheld, or may be withheld at the Employee’s discretion, cannot exceed the amount of the taxes owed by the Employee using the maximum statutory tax rate in the Employee’s applicable jurisdiction(s). The Employee shall not be entitled to receive any shares of Common Stock with respect to unvested Stock Units, and the Employee shall have no further rights with regard to a Stock Unit once the underlying share of Common Stock has been delivered with respect to that Stock Unit.

Delivery of Shares. Subject to the terms of this Agreement, including the following sentence, and satisfaction of any withholding tax liability pursuant to Section 4 hereof, the Company shall promptly deliver to Executive on or around the vesting date (and in all events within 30 days after the applicable vesting date), a certificate or shall credit Executive’s account so as to evidence the number of shares of the Company’s common stock, if any, to which Executive is entitled hereunder, as calculated in accordance with this Section 2. Notwithstanding the foregoing, in the event of a Change in Control or if Executive’s employment # shall be terminated by the Company other than for Cause or # shall be terminated by Executive for Good Reason or # shall be terminated by the Company or Executive by reason of his Disability, or if Executive shall die while employed by the Company, then in such case, the shares of Company common stock to which Executive is entitled hereunder shall be promptly issued upon such termination of employment (and in all events within 30 days after the applicable vesting date).