Timing of Payment. Except as otherwise provided in Section 11(b) or in Section 13, distribution of Awards for a Performance Period shall be made on, or as soon as practicable after, the distribution date for such Awards determined by the Committee, which date shall be on or before March 15 following the end of the applicable Performance Period, but in no event shall such date be later than the December 31 immediately following such March 15, and shall be payable in cash. Except as otherwise provided herein, no Participant shall have the unconditional right to an Award hereunder until the Performance Period has concluded and the exact amount of the Award (if any) has been determined by the Committee in accordance with Section 10. Except as otherwise provided in Section 12, payment of any Award is subject to continued active employment with the Company or any of its Subsidiaries until the date the Award is paid.

TimingPayment of Payment. Except as otherwise provided in Section 11(b) or in Section 13, distributionAwards. Following the conclusion of Awards for aeach Performance PeriodPeriod, the Committee shall determine the extent to which performance criteria have been attained, and the satisfaction of any other terms and conditions with respect to an Award relating to such Performance Period. The Committee shall determine what, if any, payment is due with respect to an Award and whether such payment shall be made on,in cash, Shares or as soon as practicable after, the distribution date for such Awards determined by the Committee, which datea combination thereof. Payment shall be made on or before March 15 followingsuch date(s) after the end of the applicable Performance Period, butPeriod as the Committee establishes at the time the Award is granted in no eventa single lump sum unless the Committee provides otherwise, subject to such terms and conditions and in such form as may be prescribed by the Committee. Unless the Committee provides otherwise, the payment date so established by the Committee shall such datenot be later than March 15 of the December 31 immediately following such March 15, and shall be payableyear after the year in cash. Except as otherwise provided herein, no Participant shall have the unconditional right to an Award hereunder untilwhich the Performance Period has concluded and the exact amount of the Award (if any) has beenends. Payment in Stock may be in Restricted Stock as determined by the Committee in accordance with Section 10. Except as otherwise provided in Section 12, payment of any Award is subject to continued active employment withat the Company or any of its Subsidiaries until the datetime the Award is paid.granted.

TimingPayment. The amount of Payment. Exceptthe Award payable as otherwise provided in Section 11(b) or in Section 13, distribution of Awardsdetermined by the Committee for athe Performance Period shall be made on, orpaid to the Participant at such time as soon as practicable after, the distribution date for such Awards determined by the Committee, which date shall be on or beforeCommittee in its sole discretion after the end of the Performance Period, but in all events by March 1515th of the calendar year following the end of the applicable Performance Period, but in no event shall such date be later than the December 31 immediately following such March 15, andPeriod. Award payments shall be payablemade in cash. Except as the Committee may otherwise provided herein, no Participant shall havedetermine in its sole and absolute discretion, termination of a Participant’s employment prior to the unconditional right to an Award hereunder untilend of the Performance Period has concluded andwill result in the exact amountforfeiture of the Award (if any) has been determined by the Committee in accordanceParticipant, and no payments shall be made with Section 10. Except as otherwise provided in Section 12, payment of any Award is subject to continued active employment with the Company or any of its Subsidiaries until the date the Award is paid. respect thereto.

TimingPayment of Payment. Except as otherwise provided in Section 11(b) or in Section 13, distributionAwards. Awards shall be paid to the Participant on a date after the end of Awards for athe Performance Period shall be made on, or as soon as practicable after, the distribution date for such Awards determined by the Committee, which date shall be on or before March 15that is no later than two and one-half months following the end of the applicablesuch Performance Period, butunless deferred as described in no event shall such dateSection 5 of this Plan. Awards will be later than the December 31 immediately following such March 15, and shall be payablepaid in cash. Exceptcash as otherwise provided herein, no Participant shall have the unconditional right to an Award hereunder until the Performance Period has concluded and the exact amount of the Award (if any) has been determined by the Committee in accordance with Section 10. Except as otherwise provided in Section 12, paymentCommittee. Payment of any Award isAwards may be subject to continued active employment withsuch vesting, forfeiture, transfer or such other restrictions (or any combination thereof) as the Company or any of its Subsidiaries until the date the Award is paid.Committee shall specify.

TimingSection # Payment of Payment. ExceptAwards. An Award shall not become payable unless, after the expiration of the Performance Period, the Committee has certified either that the Performance Objectives with respect to such Award have been satisfied or the level of attainment of each Performance Objective. Unless otherwise expressly stated in the terms and conditions of a particular Award, the Committee retains the power, authority and discretion to reduce or eliminate, but not to increase, the amount calculated as otherwise providedpayable under the terms of any Award in Section 11(b) or in Section 13, distributionorder to reflect other performance criteria. Payment of such Awards for a Performance Periodthat have been certified shall be made on,to Participants in a single lump sum in cash at such time determined by the Committee, and generally no later than two and one-half months after the end of the Performance Period; provided that unless otherwise clearly specified in the terms and conditions of a particular Award, payment shall be made no later than 2-1/2 months after the end of the calendar year during which the Award became vested, or as soon as practicable after, the distribution date for such Awards determined by the Committee, which date shall be on or before March 15 following the end of the applicable Performance Period, but inpractical thereafter. In no event shall such date be later than the December 31 immediately following such March 15, and shall be payable in cash. Except as otherwise provided herein, noany Participant shall have the unconditional right toreceive an Award hereunder untilpayment or payments in any fiscal year that exceeds the Performance Period has concluded and the exact amountlesser of # $6,000,000 or # 400% of the Award (if any) has been determined by the Committee in accordance with Section 10. ExceptParticipant’s base salary (prior to any salary reduction or deferral elections) as otherwise provided in Section 12, payment of any Award is subject to continued active employment with the Company or any of its Subsidiaries until the date of grant of the Award is paid.Award.

Timing of Payment. Except as otherwise provided in Section 11(b) or in Section 13, distribution of Awards for a Performance Period shall be made on,[Article 11] or as soon as practicable after, the distribution date for suchmay be provided in an Award Agreement, Performance Awards determined by the Committee, which date shallwill be on or before March 15 followingdistributed only after the end of the applicablerelevant Performance Period, butPeriod. Performance Awards may be paid in no event shall such datecash, Shares, or any combination thereof in the sole discretion of the Committee. Performance Awards may be later thanpaid in a lump sum or in installments following the December 31 immediately following such March 15, and shall be payable in cash. Except as otherwise provided herein, no Participant shall have the unconditional right to an Award hereunder untilclose of the Performance Period has concluded and the exact amount of the Award (if any) has been determined by the Committeeor, in accordance with Section 10. Except as otherwise provided in Section 12, payment of any Award isprocedures established by the Committee, on a deferred basis subject to continued active employment with the Company or anyrequirements of its Subsidiaries untilSection 409A of the date the Award is paid. Code.