Payment Where Participant Has Elected to Defer Award. If the Participant has elected to defer the RSUs under this Agreement, then the Participant will no longer be eligible to receive Dividend Equivalents for record dates that occur on or after the date on which Shares would have been issued but for such deferral. For record dates that occur thereafter, the Participant will be credited, for each Share that would otherwise have been issued but for the Participant’s deferral election, with a recordkeeping amount of cash equal to the dividends per share paid or payable to common stockholders of the Company on a share of the Company’s Common Stock. This recordkeeping amount shall be paid out as of the payment dates specified under Section 4 of the ​ LTI Deferral Plan and shall be subject to the ​ LTI Deferral Plan.

Payment Where Participant Has Elected to Defer Award. Notwithstanding anything else to the contrary in this Award Agreement, if Participant has elected to defer the Performance Units to be under this Award Agreement, then the administration, recordkeeping, and issuance of deferred Performance Units shall be under and subject to the Plan and this Award Agreement, and paid as specified under Section 4 of the Mosaic LTI Deferral Plan (subject to adjustments as provided in Section 7 of this Award Agreement); provided, however, that in no event shall the deferral election permit amounts to be paid as of a date that is earlier than the payment events specified in Section 6(a) above in the absence of a deferral election (the “minimum deferral period”). Subject to the minimum deferral period above, any such deferred awards shall generally be governed by the terms of the Mosaic LTI Deferral Plan.

Payment Where Participant Has Elected to Defer Award. If Participant has elected to defer the Performance Units under this Award Agreement, then Participant will no longer be eligible to receive Dividend Equivalents for record dates that occur after the cut-off events described above in this Section 7. For record dates that occur after the cut off events, Participant will be credited, for each Performance Unit that would otherwise have been converted to cash but for Participant’s deferral election, with a recordkeeping amount of cash equal to the dividends per share paid or payable to common stockholders of the Company on a share of the Company’s Common Stock. This recordkeeping amount shall be paid out as of the payment dates specified under Section 4 of the Mosaic LTI Deferral Plan and shall be subject to the Mosaic LTI Deferral Plan, including Section 3.2(a) thereof (subject to the minimum deferral period described above in Section 6(c)). If Participant becomes entitled to a cash payment on account of a Change in Control described in Section 2(d) or a Change in Control and Qualified CIC Termination described in Section 2(e), the applicable cash payment shall not be credited with Dividend Equivalents for record dates that occur after the applicable cut-off events described above, but instead shall be credited with a recordkeeping amount of notional earnings, gains or losses in accordance with Participant’s investment election under the Mosaic LTI Deferral Plan. Any amounts earned pursuant to Section 7 of this Award Agreement shall be paid out as of the payment dates specified under Section 4 of the Mosaic LTI Deferral Plan (subject to the minimum deferral period described above in Section 6(c)).

Payment Where Participant Has Not Elected to Defer Award. Except for the events provided in # above, unless Participant has elected to defer the Performance Units under this Award Agreement, as soon as practical after the end of the Performance Period but no later than the last day of the calendar year in which the Performance Period ends, the Company shall cause to be paid the cash value of vested Performance Units (less any amounts withheld to pay withholding taxes).

Payment Where Participant Has Not Elected to Defer Award. Any Dividend Equivalents payable under Section 7 hereof shall be paid when the Company converts Performance Units to cash under Section 6. The Company shall automatically deduct the amount necessary to cover all federal and state employment taxes due as of the payment date, whether or not the payment is deferred, to comply with FICA tax rules (for deferred awards this will occur based on a specified date and as permitted under 26 C.F.R. § 1.409A-3(j)(4)(vi) and (xi)).

Where Participant Has Not Elected to Defer Award. The Participant may make an election to be paid up to 50% of the RSUs awarded to the Participant in cash rather than Shares. The Participant must make this election during an open trading window under the Company’s Policy Regarding Insider Trading and Tipping that occurs prior to the Vesting Date (to the extent the Participant is subject to such policy at the time of election), and in any event at a time when the Participant is not in possession of any material non-public information concerning the Company. If no election is made by the Participant prior to the Vesting Date, all RSUs shall be paid in Shares. The amount of cash payable to Participant pursuant to any such election shall equal the number of RSUs subject to such election, multiplied by the Fair Market Value, as defined in [Section 2(l)] of the Plan, of a Share on the Vesting Date. The Company shall pay and deliver to the Participant, or to the Participant’s legal representatives, beneficiaries or heirs, as the case may be, within thirty (30) days after the Vesting Date # the cash value, as of the Vesting Date, of the portion of the RSUs, if any, that the Participant has elected to receive in cash, together with all Dividend Equivalents, if any, accrued with respect to all RSUs granted hereunder in accordance with Section 5 hereof, and # with respect to the portion of the RSUs the Participant is entitled to receive as Shares, the Company shall cause to be issued Shares registered in the name of Participant or in the name of Participant’s legal representatives, beneficiaries or heirs, as the case may be, evidencing such vested whole Shares. The value of any fractional Shares shall be paid in cash at the same time.

Payment of Taxes Where Participant Has Not Elected to Defer Award. In accordance with the terms of the Plan, and such rules as may be adopted under the Plan, Participant may elect to satisfy Participant’s federal and state income tax withholding obligations arising from the receipt of, or the lapse of restrictions relating to, the Performance Unit (including but not limited to the payment of Dividend Equivalents) by having the Company withhold a portion of the cash otherwise to be paid equal to the amount of such taxes. Participant’s election must be made on or before the date that the amount of tax to be withheld is determined.

Distribution of Shares relating to vested Restricted Stock Units the Participant has elected to defer shall be made by issuing to such Participant the whole number of Shares attributable to such vested Restricted Stock Units. Notwithstanding the foregoing, no fractional shares will be issued and any fractional unit will be distributed by payment of cash in the amount represented by such fractional unit based on the Fair Market Value on the date preceding the date of payment.

to allow a Participant to defer the receipt of the payment of cash or the delivery of Shares that otherwise would be due to such Participant under an Award; and

Monthly Deferral Participant. A Director who is not a salaried employee of the Company and who has elected to defer all or part of his or her Compensation pursuant to the Plan in accordance with Section 4 hereof.