Payout of Award. Provided the Board, the Board Committee, or its designee has made the final determination that the Performance Condition has been satisfied and the Award otherwise has not previously been forfeited, as soon as administratively practicable following the expiration of the Restriction Period, but in no event later than sixty (60) days following the expiration of the Restriction Period, # if the Award Notice specifies that the Restricted Units are to be paid in Shares, the Corporation shall issue to the Employee in a single payment the number of Shares underlying the Restricted Units to which the Employee is entitled; or # if the Award Notice specifies that the Restricted Units are to be paid in cash, the Corporation shall pay to the Employee a single lump sum cash payment equal to the Fair Market Value (as of the date of the expiration of the Restriction Period) of the number of Shares underlying the Restricted Units to which the Employee is entitled. If the Award is to be paid in Shares, upon payout the Corporation shall at its option, cause such Shares as to which the Employee is entitled pursuant hereto: # to be released without restriction on transfer by delivery to the custody of the Employee of a stock certificate in the name of the Employee or his or her designee or # to be credited without restriction on transfer to a book-entry account for the benefit of the Employee or his or her designee maintained by the Corporation’s stock transfer agent or its designee.

If, at any time during the Restriction Period, but in no event later than sixty (60) days following the expiration ofCorporation pays a dividend or makes other distributions on the Restriction Period,Common Stock, # if the Award Notice specifies that the Restricted Units are to be paid in Shares, then on or about the date the Restricted Units are paid in Shares and the Corporation issues to the Employee the Shares underlying the Restricted Units to which the Employee is entitled, the Corporation shall issuepay to the Employee in a single paymentthe dividends or other distributions paid or payable during the Restriction Period on the number of Shares underlying the Restricted Units to which the Employee is entitled;entitled, or # if the Award Notice specifies that the Restricted Units are to be paid in cash, then on or about the date the Restricted Units are paid in cash to the Employee, the Corporation shall pay to the Employee a single lump sum cash payment equal to the Fair Market Value (as of the date of the expiration ofdividends or other distributions paid or payable during the Restriction Period) ofPeriod on the number of Shares underlying the Restricted Units to which the Employee is entitled. If the Award is toNo such dividends or other distributions will be paid in Shares, upon payoutrespect of Restricted Units that are forfeited or cancelled. No interest shall be paid on any such dividends or distributions. If any such dividend or other distribution is paid in securities of the Corporation (including Shares), such dividend equivalents in respect of such securities relating to the Restricted Units shall at its option, causebe subject to the same restrictions and conditions as the Restricted Units in respect of which such Shares asdividend equivalents were paid and shall be paid to which the Employee is entitled pursuant hereto: # to be released without restriction on transfer by delivery to the custody of the Employee of a stock certificate in the name ofmanner and at the Employee or his or her designee or # to be credited without restriction on transfer to a book-entry account fortime the benefit of the Employee or his or her designee maintained by the Corporation’s stock transfer agent or its designee.Restricted Units are paid.