Settlement of Restricted Stock Units. The provisions of [Section 9(d)(ii)] of the Plan are incorporated herein by reference and made a part hereof and, in accordance therewith, any vested Restricted Stock Units shall be settled in shares of Common Stock as soon as reasonably practicable (and, in any event, by the fifteenth day of the third month following the expiration of the applicable Restricted Period). With respect to any Restricted Stock Unit, the period of time on and prior to the applicable vesting date in which such Restricted Stock Unit is subject to vesting shall be its Restricted Period. Notwithstanding anything in this Restricted Stock Unit Agreement to the contrary, the Company shall have no obligation to issue or transfer any shares of Common Stock as contemplated by this Restricted Stock Unit Agreement unless and until such issuance or transfer complies with all relevant provisions of law and the requirements of any stock exchange on which the Company’s shares of Common Stock are listed for trading.

Settlement of Restricted Stock Units. Payments shall be made to Participants with respect to their Restricted Stock Units as soon as practicable after the Committee has determined that the terms and conditions applicable to such Award have been satisfied or at a later date if distribution has been deferred. Payments to Participants with respect to Restricted Stock Units shall be made in the form of Common Stock, or cash or a combination of both, as the Committee may determine. The amount of any cash to be paid in lieu of Common Stock shall be determined on the basis of the Fair Market Value of the Common Stock on the date any such payment is processed. As to shares of Common Stock which constitute all or any part of such payment, the Committee may impose such restrictions concerning their transferability and/or their forfeiture as may be provided in the applicable Award Agreement or as the Committee may otherwise determine, provided such determination is made on or before the date certificates for such shares are first delivered to the applicable Participant.

Settlement of Restricted Stock Units. As soon as practicable after [SETTLEMENT ON VESTING ALTERNATIVE: the Restricted Stock Units vest, but no later than two-and-one-half months following the end of the fiscal year in which vesting occurs] [SETTLEMENT ON TERMINATION ALTERNATIVE: the Director’s separation from service with the Company (within the meaning of Code [Section 409A]), but no later than two-and-one-half months following the date of such separation from service, subject to any required six- month delay if the Director is a “specified employee” at the time of such separation from service as contemplated by [Section 18(b)] of the Plan], the Company will settle [SETTLEMENT ON VESTING ALTERNATIVE: such vested] [SETTLEMENT ON TERMINATION ALTERNATIVE: any then-vested] Restricted Stock Units by [SETTLEMENT IN STOCK ALTERNATIVE: issuing in the Director’s name certificate(s) or making an appropriate book entry for a number of shares of Stock equal to the number of such vested Restricted Stock Units] [SETTLEMENT IN CASH ALTERNATIVE: delivering an amount of cash equal to the Fair Market Value, determined as of the date of [SETTLEMENT ON VESTING ALTERNATIVE: vesting] [SETTLEMENT ON TERMINATION ALTERNATIVE: the later of separation from service or the end of any required six-month delay], of a number of shares of Stock equal to the number of such vested Restricted Stock Units].

Subject to Section 9 hereof, promptly following the Trigger Date, the Company shall # issue and deliver to the Grantee the number of shares of Common Stock equal to the number of Vested Units; and # enter the Grantee’s name on the books of the Company as the stockholder of record with respect to the shares of Common Stock delivered to the Grantee. The “Trigger Date” means the earliest of # ​, # the date of a “double trigger” termination of Continuous Service under the circumstances and during the period as specified in [Section 12.1(a)] of the Plan (but only in the event that the Change in Control which is one of the triggers in such “double trigger” termination of Continuous Service is an event described in [Section 409A(a)(2)(A)(v)] of the Code and the regulations and other guidance promulgated thereunder and/or that such qualifying termination of Continuous Service which is the other trigger in such “double trigger” termination of Continuous Service is a “separation from service” as described in [Section 409A(a)(2)(A)(i)] of the Code and the regulations and other guidance promulgated thereunder), # the date the Grantee’s Continuous Service terminates as a result of the Grantee’s Disability (but only, in such case, in the event that such termination of Continuous Service is due to the Grantee becoming “disabled” as described in [Section 409A(a)(2)(C)] of the Code and the regulations and other guidance promulgated thereunder) or death, or # upon verification by the Committee as such and a determination by the Committee, as a matter of grace, to allow such to be a Trigger Date, the date of an unforeseeable emergency as described in [Section 409A(a)(2)(A)(vi)] of the Code and the regulations and other guidance promulgated thereunder, but only to the extent necessary to satisfy such emergency and to pay taxes reasonably anticipated as a result thereof after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Grantee’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship) (determined in accordance with Section 409A(a)(2)(B)(ii)(II) of the Code and the regulations and other guidance promulgated thereunder).

Subject to Section 9 hereof, promptly following the Trigger Date, the Company shall # issue and deliver to the Grantee the number of shares of Common Stock equal to the number of Vested Units; and # enter the Grantee’s name on the books of the Company as the stockholder of record with respect to the shares of Common Stock delivered to the Grantee. The “Trigger Date” means the earliest of # ​, # the date of a “double trigger” termination of Continuous Service under the circumstances and during the period as specified in [Section 12.1(a)] of the Plan (but only in the event that the Change in Control which is one of the triggers in such “double trigger” termination of Continuous Service is an event described in [Section 409A(a)(2)(A)(v)] of the Code and the regulations and other guidance promulgated thereunder and/or that such qualifying termination of Continuous Service which is the other trigger in such “double trigger” termination of Continuous Service is a “separation from service” as described in [Section 409A(a)(2)(A)(i)] of the Code and the regulations and other guidance promulgated thereunder), # the date the Grantee’s Continuous Service terminates as a result of the Grantee’s Disability (but only, in such case, in the event that such termination of Continuous Service is due to the Grantee becoming “disabled” as described in [Section 409A(a)(2)(C)] of the Code and the regulations and other guidance promulgated thereunder) or death, or # upon verification by the Committee as such and a determination by the Committee, as a matter of grace, to allow such to be a Trigger Date, the date of an unforeseeable emergency as described in [Section 409A(a)(2)(A)(vi)] of the Code and the regulations and other guidance promulgated thereunder, but only to the extent necessary to satisfy such emergency and to pay taxes reasonably anticipated as a result thereof after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Grantee’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship) (determined in accordance with Section 409A(a)(2)(B)(ii)(II) of the Code and the regulations and other guidance promulgated thereunder).

Settlement of Restricted Stock Units. The provisions of [Section 9(d)(ii)] of the Plan are incorporated herein by reference and made a part hereof and, in accordance therewith, any vested Restricted Stock Units shall be settled in shares of Common Stock as soon as reasonably practicable (and, in any event, within two and one-half months) following the expiration of the applicable Restricted Period. With respect to any Restricted Stock Unit, the period of time on and prior to the applicable vesting date in which such Restricted Stock Unit is subject to vesting shall be its Restricted Period. Notwithstanding anything in this Restricted Stock Unit Agreement to the contrary, the Company shall have no obligation to issue or transfer any shares of Common Stock as contemplated by this Restricted Stock Unit Agreement unless and until such issuance or transfer complies with all relevant provisions of law and the requirements of any stock exchange on which the Company’s shares of Common Stock are listed for trading.

Subject to Section 9 hereof, promptly following the Trigger Date, the Company shall # issue and deliver to the Grantee the number of shares of Common Stock equal to the number of Vested Units; and # enter the Grantee’s name on the books of the Company as the stockholder of record with respect to the shares of Common Stock delivered to the Grantee. The “Trigger Date” means the earliest of # ​, # the date of a “double trigger” termination of Continuous Service under the circumstances and during the period as specified in [Section 12.1(a)] of the Plan (but only in the event that the Change in Control which is one of the triggers in such “double trigger” termination of Continuous Service is an event described in [Section 409A(a)(2)(A)(v)] of the Code and the regulations and other guidance promulgated thereunder and/or that such qualifying termination of Continuous Service which is the other trigger in such “double trigger” termination of Continuous Service is a “separation from service” as described in [Section 409A(a)(2)(A)(i)] of the Code and the regulations and other guidance promulgated thereunder), # the date the Grantee’s Continuous Service terminates as a result of the Grantee’s Disability (but only, in such case, in the event that such termination of Continuous Service is due to the Grantee becoming “disabled” as described in [Section 409A(a)(2)(C)] of the Code and the regulations and other guidance promulgated thereunder) or death, or # upon verification by the Committee as such and a determination by the Committee, as a matter of grace, to allow such to be a Trigger Date, the date of an unforeseeable emergency as described in [Section 409A(a)(2)(A)(vi)] of the Code and the regulations and other guidance promulgated thereunder, but only to the extent necessary to satisfy such emergency and to pay taxes reasonably anticipated as a result thereof after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Grantee’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship) (determined in accordance with Section 409A(a)(2)(B)(ii)(II) of the Code and the regulations and other guidance promulgated thereunder).

Settlement of Restricted Stock Units. Subject to Section 7 hereof, promptly, but not more than 60 days, following the Vesting Date specified in Section 2 hereof, the Company shall pay to the Recipient, in settlement of the vested Restricted Stock Units, a number of shares of the Company’s common stock equal to the number of Restricted Stock Units vesting on such Vesting Date. If the Recipient is deemed a “specified employee” within the meaning of Section 409A of the Code, as determined by the Committee, at a time when the Grantee becomes eligible for the settlement of the Restricted Stock Units upon the Recipient’s “separation from service” within the meaning of Section 409A of the Code, then to the extent necessary to prevent any accelerated or additional tax under Section 409A of the Code, such settlement will be delayed until the earlier of: # the date that is six months following the Recipient’s separation from service and # the Recipient’s death.

Settlement of Restricted Stock Units. The provisions of [Section 9(d)(ii)] of the Plan are incorporated herein by reference and made a part hereof and, in accordance therewith, any vested Restricted Stock Units shall be settled in shares of Common Stock as soon as reasonably practicable (and, in any event, within two and one-half months) following the expiration of the applicable Vesting Restricted Period. With respect to any Restricted Stock Unit, the period of time on and prior to the applicable Vesting Date (as defined in Exhibit A attached hereto) in which such Restricted Stock Unit is subject to vesting shall be its Vesting Restricted Period. Notwithstanding anything in this Restricted Stock Unit Agreement to the contrary, the Company shall have no obligation to issue or transfer any shares of Common Stock as contemplated by this Restricted Stock Unit Agreement unless and until such issuance or transfer complies with all relevant provisions of law and the requirements of any stock exchange on which the Company’s shares of Common Stock are listed for trading.

Settlement of Restricted Stock Units. Subject to Section 7(d), the Company shall deliver to the Participant the value of one share of Stock in settlement of each outstanding Restricted Stock Unit that has vested as provided in Section 2 on the first to occur of # the Vesting Date, # in the event of a Termination of Service due to death, Disability or Retirement, # as soon as reasonably practicable after such Termination of Service or # notwithstanding the preceding clause (A), if the Participant is a United States citizen or resident or the Participant’s Restricted Stock Units are otherwise subject to United States federal income tax, on the later of # January 31 of the year following the Participant’s Termination of Service and # if the Participant is a Specified Employee and the Restricted Stock Units are a Specified Award, to the extent necessary to comply with, and avoid imposition on the Participant of any additional tax or interest imposed under, Section 409A of the Code, on the first business day following the six-month anniversary of the Participant’s Termination of Service (or, if earlier, upon the Participant’s death), or as soon thereafter as practicable (but no later than 90 days thereafter) # with respect to Restricted Stock Units that are not a Specified Award, a Change in Control in which the Restricted Stock Units do not continue, and # with respect to Restricted Stock Units that are a Specified Award, a Specified Change in Control, in each case # by a cash payment equal to the Fair Market Value of the Stock on the settlement date or # if the Participant is a member of the Management Committee, at the Company’s sole discretion, in Stock, by either # issuing one or more certificates evidencing the Stock to the Participant or # registering the issuance of the Stock in the name of the Participant through a book entry credit in the records of the Company’s transfer agent or # in the event of settlement upon a Change in Control or Specified Change in Control, as applicable, a cash payment equal to the Change in Control Price, multiplied by the number of vested Restricted Stock Units. No fractional shares of Stock shall be issued in settlement of Restricted Stock Units. Fractional Restricted Stock Units shall be settled through a cash payment equal to the Fair Market Value of the Stock on the settlement date.