The Executive may, during the Term of this Agreement, be eligible for Awards and may be granted Awards under the ​’s Equity Plan. The terms and conditions of each Award is set forth in an Award Agreement entered between ​ and Employee and are subject to the terms and conditions of the ​’s Equity Plan and the Award Agreement under which the Award is issued.

Form of Payment. Each Actual Award will generally be paid in cash (or its equivalent) in a single lump sum. The Committee reserves the right to settle an Actual Award with a grant of an equity award under the Company’s then-current equity compensation plan.

vesting, if any, as may be described pursuant to any applicable equity award agreement(s).

“Time-Based Award(s)” means any Eligible Equity Award that is subject to vesting solely based on continued service through a certain date. For avoidance of doubt, an Eligible Equity Award that is subject to vesting based on the achievement of one or more performance metrics as well as continued service will not constitute a “Time-Based Award” unless achievement of the performance metrics applicable to such Eligible Equity Award has been determined as of the Retirement Date.

#Real Property Holding Corporation. The Company is not and has never been a

#real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

#Person. Any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

#Transaction. You are not permitted to make any public advertising or announcements regarding the MSUs or Common Stock in Russia, or promote these shares to other Russian legal entities or individuals, and you are not permitted to sell or otherwise dispose of Common Stock directly to other Russian legal entities or individuals. You are permitted to sell shares of Common Stock only on the New York Stock Exchange and only through a U.S. broker.

#federal income tax purposes as selling all or a portion of such TRA Party’s Company Units to the Corporation (the “Initial Sale”);

#C. § 262(l)(8)(A), notify the other Party. To the extent permitted by applicable Law, ​ will have the first right, but not the obligation, to seek an injunction against such commercial marketing as permitted pursuant to 42 U.S.C. § 262(l)(8)(B) and to file an action for infringement. If required pursuant to applicable Law, upon ​ request, ​ will assist in seeking such injunction or filing such infringement action after consulting with ​. Except as otherwise provided in this [Section 8.8], any such action will be subject to the other terms and conditions of [Section 8.6] or [Section 8.7] as applicable.