Settlement. The RSUs shall be settled on or as soon as administratively practicable following each applicable date of vesting under the vesting schedule set forth in the Notice (and in no event later than 2 1/2 months following the end of the year in which such vest date occurs). Settlement of RSUs shall be in Shares. No fractional RSUs or rights for fractional Shares shall be created pursuant to this Agreement.

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 of RSUs. Each vested RSU shall be settled during the period beginning on the applicable Vesting Date and ending on the later of: # the last day of the calendar year in which such Vesting Date occurs or # March 15th of the calendar year following the end of the calendar year in which such Vesting Date occurs (the “Settlement Date”). The Company will settle vested RSUs by issuing to Participant, on a one-for-one basis, Shares of Common Stock of the Company or cash equal to the Fair Market Value of such Shares. In no event shall Participant be permitted to designate the taxable year in which settlement of an RSU shall occur.

Settlement. As soon as reasonably practicable after the vesting of any RSUs, but no later than thirty (30) days thereafter, the Company shall issue to the Grantee a number of Shares equal to the number of RSUs that vested.

Settlement of RSU. Each RSU, at the discretion of the Committee, will be settled in Shares as soon as practicable after the Vesting Date but in no event later than 60 days after unvested RSUs become vested RSUs. You shall retain 50% of the net after-tax Shares that are earned under this Award until the earlier of # the end of the two-year period commencing on the date any Shares earned under this Award are issued and # your termination of employment. Executives are required to own Shares at designated multiples of their base salary. If you have not achieved an applicable stock ownership requirement, the Company may require you to hold additional net after-tax Shares received under this Award until the requirement is met.

Time of Settlement. RSUs that are not forfeited shall be settled after the applicable Vesting Date for such RSUs, or, if earlier, after a separation from service that provides for vesting of all or a portion of the unvested RSUs under this Section 2, but in any event within 60 days after the earlier of such dates to occur; provided, however, if you are age 65 or older on the Award Date or you turn 65 prior to the first anniversary of the Award Date, the first anniversary of the Award Date shall be the Vesting Date for all of your RSUs, and the RSUs shall be settled within 60 days after such date; provided, further, if you turn 65 after the first anniversary of the Award Date but prior to the last day of the Restricted Period, your 65th birthday shall be the final Vesting Date for any RSUs that you hold that have not been previously settled or forfeited, and the RSUs shall be settled within 60 days after such date. The RSUs shall be settled by delivery of one share of Common Stock for each RSU being settled, or, at the discretion of the Company, the cash equivalent thereof.

Time of Settlement. RSUs that are not forfeited shall be settled promptly upon expiration of the applicable Restricted Period (i.e., upon vesting), but in any event within 60 days after expiration of the Restricted Period (except as otherwise provided in this Section 2), by delivery of one share of Common Stock for each RSU being settled, or, at the discretion of the Company, the cash equivalent thereof; provided, however, that settlement of an RSU shall be subject to the Company’s “Compliance Rules Under Code Section 409A” (the “[[Unknown Identifier]] Compliance Rules”), including if applicable the six-month delay rule under [Section 2(b)(ii)] of the [[Unknown Identifier]] Compliance Rules to the extent the RSUs are subject to Section 409A, payment is on account of your “separation from service” and you are a “specified employee” within the meaning of [Section 409A]; provided further, that no dividend or dividend equivalents will be paid, accrued or accumulated in respect of the period during which settlement was delayed. (Note: This rule may apply to a portion of the RSUs that vest after the time you become Retirement eligible under the Plan, and could apply in other cases as well). Settlement of RSUs that directly or indirectly result from adjustments to RSUs shall occur at the time of settlement of, and subject to the restrictions and conditions that apply to the granted RSUs. Settlement of cash amounts that directly or indirectly result from adjustments to RSUs shall be included as part of your regular payroll payment as soon as administratively practicable after the settlement date for the underlying RSUs, and subject to the restrictions and conditions that apply to, the granted RSUs. Until shares are delivered to you in settlement of RSUs, you shall have none of the rights of a stockholder of the Company with respect to the shares issuable in settlement of the RSUs, including the right to vote the shares and receive actual dividends and other distributions on the underlying shares of Common Stock. Shares of stock issuable in settlement of RSUs shall be delivered to you upon settlement in certificated form or in such other manner as the Company may reasonably determine. At that time, you will have all of the rights of a stockholder of the Company.

#SETTLEMENT OF RSUs. Vested RSUs shall be settled by a cash payment for each such RSU in an amount equal to the Fair Market Value of a share of Common Stock on the day immediately preceding the Vesting Date set forth in Exhibit A, such payment to be made as soon as administratively practicable following the vesting of the applicable RSUs and, in any event, no later than March 15th of the calendar year following the year in which the applicable RSUs vest. Each such payment shall be accompanied by a payment of the cash accrued as dividend equivalents with respect to the RSUs then vested.