Settlement of DSUs. Subject to [Section 21], on the earlier of # the first to occur of # the third anniversary of the Date of Grant and # the consummation of a Change of Control; and # the first anniversary of the Participant’s Separation due to the Participant’s death (the earlier of the dates in the preceding [clauses (a) and (b)])], the “Settlement Date”) but in no event later than 30 days after the Settlement Date, the Company shall deliver to the Participant (or, if applicable, the Participant’s estate) a number of shares of Stock equal to the number of DSUs subject to this Award that have become vested. For the avoidance of doubt, in no event shall the Participant have a right to receive any shares of Stock in respect of DSUs that remain unvested as of the Settlement Date. All shares of Stock issued hereunder shall be delivered either by delivering one or more certificates for such shares to the Participant or by entering such shares in book-entry form, as determined by the Committee in its sole discretion. The value of shares of Stock shall not bear any interest owing to the passage of time. Neither this [Section 4] nor any action taken pursuant to or in accordance with this Agreement shall be construed to create a trust or a funded or secured obligation of any kind. Notwithstanding the preceding provisions of this [Section 4], the Participant may elect to defer the delivery of the shares of Stock in settlement of the DSUs pursuant to the Deferred Stock Units Deferral Election Form attached hereto as [Exhibit B]. Any such deferral election shall be made in compliance with such rules and procedures as the Committee prescribes from time to time.

In making this election, the following rules apply:

Mandatory DSUs. The Specified Percentage of each Director’s Annual Retainer shall be provided by the Company in the form of Deferred Stock Units (the “Mandatory DSUs”) on each Annual Meeting Date as of which the Director is elected or reelected to the Board. The number of Mandatory DSUs to be credited to the Director’s Stock Unit Account on an Annual Meeting Date shall be determined by dividing # the product of the Annual Retainer and the Specified Percentage for the applicable year (expressed as a dollar amount) by # the Fair Market Value on the Annual Meeting Date.

Dividend DSUs. On each Dividend Payment Date, a number of Dividend DSUs will be credited to each Director’s Dividend Account, such number determined by # multiplying the Company’s quarterly dividend per share of Common Stock payable on such date by the number of Deferred Stock Units in the Director’s DSU Account as of the applicable Record Date, and # dividing that amount by the Average Stock Value on the applicable Dividend Payment Date.

DSUs Fully Vested. Because all vesting restrictions in the Grantee’s outstanding PIP awards have been waived by the Manager and the Company, the DSUs (which are granted in conversion and replacement of such PIP award(s)) are fully-vested and non-forfeitable.

Settlement. Upon the vesting of and/or lapsing of any other restrictions (i.e., settlement) with respect to each Restricted Stock Unit, the Participant shall be entitled to receive from the Company one share of Common Stock or (if so provided in the applicable Award agreement) an amount of cash equal to the Fair Market Value of one share of Common Stock. The Board may, in its discretion, provide that settlement of Restricted Stock Units shall be deferred, on a mandatory basis or at the election of the Participant in a manner that complies with Section 409A of the Code.

Settlement. Within 5 business days following the vesting of any RSUs granted pursuant to this Agreement under Section 2, Section 5 or [Section 7], subject to [Section 9] hereof, with respect to each vested RSU, at the election of the Committee in its sole discretion, Southwestern will either # issue and deliver to the Participant one share of Common Stock or # pay to the Participant an amount in cash equal to the Fair Market Value of one share of Common Stock as of the Vesting Date, and for the avoidance of doubt, may settle the Award using a combination of shares of Common Stock and cash in accordance with the foregoing.

Settlement. To the extent the RSUs (including RSUs representing any accrued Dividend Equivalents) vest, the Company will settle the vested RSUs in Shares with you receiving one Share for each RSU as soon as administratively practicable following the Vesting Date. No Shares will be delivered upon the vesting of the RSUs unless you have complied with your obligations under this Agreement and the Plan.

Settlement. SGI will not enter into any settlement of any claim described in this [Section 12.6] that admits to the invalidity, unpatentability, narrowing of scope or unenforceability of the Patents that are the subject of the license grants under [Section 10.1] and [Section 10.2] or this Agreement in ​ INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED

Settlement. The Indemnifying Party shall not, except with the consent of the Indemnified Party, consent to entry of any judgment or administrative order or enter into any settlement that # could affect the intellectual property rights or other business interest of the Indemnified Party; or # does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnified party of a release from all liability with respect to such claim or litigation; or # requires any consideration other than the payment of money by the Indemnified Party.