Form and Timing of Payment of Performance Units and Performance Shares. Payment of earned Performance Units or Performance Shares shall be made in a lump sum following the close of the applicable Performance Period. The Board may cause earned Performance Units or Performance Shares to be paid in cash or in Shares (or in a combination thereof) which have an aggregate Fair Market Value equal to the value of the earned Performance Units or Performance Shares at the close of the applicable Performance Period. Such Shares may be granted subject to any restrictions deemed appropriate by the Board. The form of payout of such Awards shall be set forth in the Award Agreement pertaining to the grant of the Award.

As soon as practicable after the applicable Performance Period has ended and all other conditions (other than Committee actions) to conversion and distribution of a Performance Share and/or Performance Unit Award have been satisfied (or, if applicable, at such other time determined by the Committee at or before the establishment of the Performance Goal), the Committee shall determine whether and the extent to which the Performance Goals were met for the applicable Performance Units and Performance Shares. If Performance Goals have been met, then the number of Performance Units and Performance Shares to be converted into Stock and/or cash and distributed to the Participants shall be determined in accordance with the Performance Goals for such Awards, subject to any limits imposed by the Committee.

Form of Payment of Award. Subject to section 2(d) hereof, the Award shall be payable in shares of Stock. Upon delivery of Performance Shares to the Grantee, the Company shall have the right to withhold from any such distribution, in order to meet the Company’s obligations for the payment of withholding taxes, shares of Stock with a Fair Market Value equal to the minimum statutory withholding for taxes (including federal and state income taxes and payroll taxes applicable to the supplemental taxable income relating to such distribution) and any other tax liabilities for which the Company has an obligation relating to such distribution. For the purpose of this Agreement, the date of determination of Fair Market Value shall be the date as of which the Grantee’s rights to payments under the Award are determined by the Committee in accordance with section 2 hereof.

Form and Terms of Payment. Subject to Applicable Law, the Committee may, in its sole discretion, settle the amount determined under Section 7(e) solely in cash, solely in Shares (valued at their Fair Market Value on the date of exercise of the SAR), or partly in cash and partly in Shares, with cash paid in lieu of fractional shares. Unless otherwise provided in an Award Agreement, all SARs shall be settled in Shares as soon as practicable after exercise.

Election of Form of Payment. A Participant may elect the form of payment with respect to his or her Plan Year Account for a Plan Year at the time of his or her initial deferral election for such Plan Year Account. The form of payment elected pursuant to this [Section 5.2(b)] may be set as: # a single lump sum on the Scheduled Withdrawal Date based on the balance credited to such Plan Year Account as of the last day of the calendar month containing the Scheduled Withdrawal Date or # substantially equal annual installments (each reflecting adjustments under [Sections 4.3 and 4.5]5] since the preceding payment) commencing on the selected March 15th Scheduled Withdrawal Date and occurring on each anniversary thereof over a period of two to five years, as specified by the Participant in the Participant’s initial deferral election with respect to such Plan Year Account or any subsequent change in such election made in compliance with Section 409A and the Regulations; provided, however, that a Participant may only elect an installment form of payment pursuant to [Section 5.2(b)(ii)] for a Plan Year Account with respect to which the Participant has made a timely election for a date certain Scheduled Withdrawal Date pursuant to [Section 5.2(a)(i)] above. For the avoidance of doubt, a Participant may not elect installment payments commencing on a Scheduled Withdrawal Date that is elected or deemed to be the date of the Participant’s separation from service. If a Participant fails to make a timely election of form of payment pursuant to this [Section 5.2(b)] with respect to a Plan Year Account, the form of payment for such Plan Year Account shall be deemed to be a single lump sum based on the balance of the Plan Year Account as of the last day of the calendar month immediately preceding the Scheduled Withdrawal Date.

Time and Form of Payment. Payment of vested Earned Units shall be made as soon as practicable (but not later than 45 days) following the close of the Performance Period; provided, however, that in the event of a Participant’s death, Disability or Retirement that constitutes a “Separation from Service” within the meaning of Code Section 409A during the Performance Period, payment of the vested Earned Units shall be made within ninety (90) days following the end of the Performance Period. Payment shall be in the form of a number of shares of Common Stock equal to the number of Earned Units subject hereto.

Time and Form of Payment. This Section governs the time and form of payment of the Supplementary Pension on and after the retirement of an eligible Employee. See Section VII above for certain additional rules regarding Payments on Death.

Payment of the Option Price for the shares of Stock purchased pursuant to the exercise of an Option shall be made in cash or in cash equivalents acceptable to the Company.

67 SECTION 1.07 Timing of Payment or Performance

*Per 409A, the form and timing for these two triggering events must be the same.