Except as otherwise provided in Section 5(b), as soon as practicable after the PUs vest (but in all events during the year immediately following the end of the Performance Period), the Company will settle such vested PUs by (i) delivering an amount of cash equal to the Fair Market Value, determined as of the vesting date, of a number of Shares equal to one-half (1/2) of the number of PUs that have vested and (ii) make an appropriate book entry for a number of Shares equal to one-half (1/2) of the number of PUs that have vested. For purposes hereof, the PUs that vest upon a Participant’s termination of Employment shall be settled only upon the Participant’s separation from service within the meaning of Code Section 409A.