Distribution. ROIC Shares and TSR Shares that become non-forfeitable under Section 1 shall be distributed as soon as practicable after the Vesting Date, but notwithstanding anything to the contrary, in all events within the “short-term deferral” period determined under Treasury Regulation Section 1.409A-1(b)(4).

Distribution. Notwithstanding anything in this Plan to the contrary, a QDRO may provide that any benefits of a Participant payable to an Alternate Payee that are separately accounted for shall be distributed immediately or at any other time specified in the order. If the order does not specify the time at which benefits shall be payable to the Alternate Payee, the Alternate Payee may elect to have benefits commence at any time after the order is determined to be qualified.

Distribution. Within 10 business days of the Company satisfying the Performance Criteria, the Company’s CFO shall provide a certification to the Company’s Compensation Committee (the “CFO Certification) that the Performance Criteria have been met for the prior fiscal quarter and the name of each employee, director or consultant as of the last day of the prior fiscal quarter who have equity awards subject to the Performance Criteria. Unless otherwise provided in the Restricted Stock Unit Deferral Election Form attached hereto as [Appendix A], the Company shall, subject to the Time-Based Vesting Requirements, deliver a certificate evidencing shares of Award Stock to the Participant, direct its transfer agent to register such shares in book entry form or directly to the Participant consistent with applicable laws: # if the Performance Criteria is achieved for the first time and the First Time Vesting Date has passed, within 10 days of the CFO Certification for the first, second, third and fourth fiscal quarters in a calendar year and no event later than seventy-five (75) days following the quarter ended; or # if the Performance Criteria was previously achieved, within thirty (30) days following the satisfaction of the Time-Based Vesting Requirements. For purposes of clarification, if the Performance Criteria have been met for the first time after the Second Time Vesting Date and on or before the quarter ending associated with the Third Time Vesting Date, then Participant shall receive the number of Restricted Stock Units associated with all prior Time Vesting Dates. Notwithstanding the foregoing, if the Restricted Stock Units vest due to: # a Change in Control, the certificate evidencing shares of Award Stock shall be delivered immediately upon the Change in Control, or # a termination of employment due to death or Disability, the certificate evidencing shares of Award Stock shall be delivered within thirty (30) days following such termination of employment. For the Restricted Stock Unit Deferral Election Form to be effective, it must be received by the Company on the Effective Date, or to the extent that none of the Restricted Stock Units vest within 12 months of the Effective Date, no later than 30 days following the Effective Date. The Company must achieve the Performance Criteria no later than the quarter ending during the Third Time Vesting Date to receive any distributions under this Restricted Stock Unit Agreement.

Execution of Distribution Agreement. The Distribution Agreement shall have been duly executed by Topcon and the Company, and shall become effective simultaneously with the Closing;

No Distribution. The Administrator may require each person acquiring Stock pursuant to an Award to represent to and agree with the Company in writing that such person is acquiring the shares without a view to distribution thereof.

Distribution Timing. An initial distribution (the “Initial Distribution”) of 80% of the Cash Distributions due to the Grantee calculated as of the applicable Measurement Date will occur on the first payroll date following June 30 of the calendar year immediately following the calendar year in which the Grantee’s Good Leaver Date occurs. Following the Initial Distribution, # a second distribution will occur on the first payroll date following the date that is forty-eight (48) months following the date of the Initial Distribution (the “Second Distribution”) and # a third distribution will occur on the first payroll date following the date that is one-hundred and eight (108) months following the date of the Initial Distribution (the “Third Distribution”). The Second Distribution shall consist of 80% of the Cash Distributions due to the Grantee calculated as of the applicable Measurement Date. The Third Distribution shall consist of 100% of the Cash Distributions due to the Grantee calculated as of the applicable Measurement Date. Subject to the 80% payout limitations described above with respect to the Initial Distribution and the Second Distribution, amounts distributed to the Grantee will be based on actual carried interest distributions of the Participating Carry Funds from the prior Measurement Date through the current Measurement Date (and in the case of the Initial Distribution, from the date of grant of the Percentage Points to the Grantee through the applicable Measurement Date). For the avoidance of doubt, the twenty percent (20%) of Cash Distributions not included in the Initial Distribution and the Second Distribution shall remain in the Total Share Carry Pool for purposes of calculating subsequent Cash Distributions.

Non-Distribution. Palogic is not acquiring the Common Shares with a view to a distribution thereof as that term is used in Section 2(a)(11) of the Securities Act in a manner which would require registration under the Securities Act or any state securities laws.

Distribution Election. A Member must elect in writing, at the time he or she submits a Deferral Election under Section 4.03, the form of distribution the Member elects for the amounts deferred pursuant to the applicable Deferral Agreement. The Member's election shall only apply to the amounts deferred pursuant to the Deferral Agreement for that calendar year. If the Member does not elect a form of distribution for a calendar year, the applicable form of distribution for amounts deferred for that calendar year will be a single lump sum. The form of distribution elected in a Deferral Agreement need not be the same across prior or subsequent Deferral Agreements. A Member may elect a form of distribution different than the form of distribution applicable to his or her Pension Benefit.

Specified Distribution. The Loan Parties shall have made the Specified Distribution on the Effective Date.

Distribution Elections. Each Plan Year, Participants may make an election regarding the timing and form of distribution with respect to any or all of the Supplemental Company Contributions, Discretionary Company Contributions and Elective Deferrals to be allocated to the Participant’s Account with respect to the next Plan Year. A Participant may select from the available distribution dates and forms designated by the Administrator and set forth in the Distribution Election. Except as otherwise provided in this [Section 11], payment of a Participant’s vested Company Contributions Account and Elective Deferral Account shall be made (or commence, in the case of installments) in accordance with the distribution date and form specified in the Participant’s Distribution Election.