Timing. Vested RSUs shall be converted to Shares and shall be issued within 90 days following the earliest to occur of # each anniversary of the Grant Date, # the [[Team Member:Person]]’s “separation from service” as such term is defined for purposes of Code Section 409A, # the [[Team Member:Person]]’s death, or # the [[Team Member:Person]]’s Disability (as determined by the Committee in its sole discretion, provided such determination complies with the definition of disability under Code Section 409A).
Conversion of RSUs and Issuance of Shares. [[Person A:Person]] shall receive one Share for each vested RSU on the date that is as soon as administratively feasible, but not more than 90 days, following a Change in Control (provided such acceleration is permissible under Code Section 409A), [[Person A:Person]]’s death or other termination of service as a member of the Board and cessation of all contractual relationships as an independent contractor with [[Organization A:Organization]] (or any other entity which would be treated as a single employer with [[Organization A:Organization]] under Code Section 414(b) or 414(c)) which causes [[Person A:Person]] to experience a “separation from service” within the meaning of Code Section 409A; provided, however, that in the event [[Organization A:Organization]] determines that [[Person A:Person]] is a “specified employee” under Code Section 409A (or successor provision) and that such distribution is subject to Code Section 409A(a)(2)(B), the issuance of [[Person A:Person]]’s Shares will be suspended until six months after [[Person A:Person]]’s separation from service, or if earlier, [[Person A:Person]]’s death. Until such time as [[Person A:Person]]’s RSUs have been converted into Shares pursuant to this Section 7, the RSUs will not carry any of the rights of share ownership and will not be entitled to vote or receive dividends (other than the right to receive dividend equivalents).
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