Last Day. Section 4. Payment of Award. (a) Payment. This Share Unit Award shall be payable in that number of Common Shares determined by multiplying the number of Share Units by the Performance Multiplier. For purposes of this Award Agreement, the "Performance Multiplier" shall be as follows: (i) In the case of a Share Unit Award that vests on a Scheduled Vesting Date or on an Employment Termination Vesting Date, the Performance Multiplier shall be the average of the closing prices of the Common
... Shares on the New York Stock Exchange or, if the Common Shares are not traded on the New York Stock Exchange, such other exchange or securities market on which the Common Shares are traded (the "Exchange") for the twenty trading days ending on the last day of the fiscal quarter immediately preceding the third anniversary of the Date of Grant divided by the average of the closing prices of the Common Shares on the Exchange for the twenty trading days ending on the last day of the fiscal quarter immediately preceding the Date of Grant (the denominator, the "Initial Share Price"); (ii) In the case of a Share Unit Award that vests on death or Disability, the Performance Multiplier shall be the average of the closing prices of the Common Shares on the Exchange for the twenty trading days ending on the last day of the fiscal quarter in which such death or Disability occurs divided by the Initial Share Price; and (iii) In the case of a Share Unit Award that vests on a Change in Control, the Performance Multiplier shall be the average of the closing prices of the Common Shares on the Exchange for the twenty trading days ending on the day immediately preceding the effective date of such Change in Control divided by the Initial Share Price. Notwithstanding the foregoing, (1) the maximum number of Common Shares payable in respect of the Share Units under this Share Unit Award shall be 150% of the Share Units and (2) no Common Shares shall be payable in respect of the Share Units under this Share Unit Award if the Performance Multiplier is less than 50%. This Share Unit Award will be paid as soon as practicable following the last day used to determine the numerator of the Performance Multiplier in Sections 4(a)(i), 4(a)(ii) or 4(a)(iii), as applicable (the "Last Day"), the date that the Share Units fully vest, and, other than in the case of a Change in Control, death or Disability, the date that the Committee shall have certified the performance results governing this Share Unit Award, but in all events prior to the March 15 of the calendar year following the year in which the Last Day occurs.
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