Tax Withholding. The Company and its Affiliates shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Company or an Affiliate, an amount sufficient to satisfy federal, state, local and foreign taxes (including the Participant's social security, Medicare and any other employment tax obligation) required by law to be withheld with respect to any taxable event concerning a Participant arising in connection with any Award. The Administrator may in its sole discretion and in satisfaction of the foregoing requirement allow a Participant to satisfy such obligations by any payment means described in Section 10.1 hereof, including, without limitation, by allowing such Participant to elect to have the Company or an Affiliate withhold Shares otherwise issuable under an Award (or allow the surrender of Shares). The number of Shares which may be so withheld or surrendered shall be limited to the number of Shares which have a Fair Market Value on the date of withholding or repurchase no greater than the aggregate amount of such liabilities based on the minimum statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such supplemental taxable income. The Administrator shall determine the fair market value of the Shares, consistent with applicable provisions of the Code, for tax withholding obligations due in connection with a broker-assisted cashless Option or Stock Appreciation Right exercise involving the sale of Shares to pay the Option or Stock Appreciation Right exercise price or any tax withholding obligation.

Tax Withholding. The Company and its Affiliates shall haveEach Participant shall, no later than the authority anddate as of which the right to deduct or withhold, or require avalue of an Award first becomes includible in the gross income of such Participant to remitfor purposes of applicable taxes, pay to the CompanyCompany, or an Affiliate, anmake arrangements satisfactory to the Administrator regarding payment of, the minimum amount sufficient to satisfy federal, state, local and foreignof any such applicable taxes (including the Participant's social security, Medicare and any other employment tax obligation) required by law to be withheld with respect to the Award. The obligations of the Company under the Plan shall be conditional on the making of such payments or arrangements, and the Company shall, to the extent permitted by law, have the right to deduct any taxable event concerningsuch taxes from any payment of any kind otherwise due to such Participant. Whenever cash is to be paid pursuant to an Award, the Company shall have the right to deduct therefrom an amount sufficient to satisfy any applicable withholding tax requirements related thereto. Whenever Shares or property other than cash are to be delivered pursuant to an Award, the Company shall have the right to require the Participant to remit to the Company in cash an amount sufficient to satisfy any related taxes to be withheld and applied to the tax obligations; provided, that, with the approval of the Administrator, a Participant arising in connection with any Award. The Administrator may in its sole discretion and in satisfaction ofsatisfy the foregoing requirement allow a Participant to satisfy such obligations by any payment means described in Section 10.1 hereof, including, without limitation, by allowing such Participant to electeither # electing to have the Company or an Affiliate withhold Shares otherwise issuable under an Award (or allow the surrender of Shares). The numberfrom delivery of Shares which mayor other property, as applicable, or # by delivering already owned unrestricted shares of Common Stock, in each case, having a value not exceeding the applicable taxes to be so withheld or surrenderedand applied to the tax obligations. Such already owned and unrestricted shares of Common Stock shall be limited to the number of Shares which have avalued at their Fair Market Value on the date of withholding or repurchase no greater thanon which the aggregate amount of such liabilities based on the minimum statutory withholding rates for federal, state, localtax to be withheld is determined and foreign income tax and payroll tax purposes that are applicableany fractional share amounts resulting therefrom shall be settled in cash. Such an election may be made with respect to such supplemental taxable income. The Administrator shall determine the fair market valueall or any portion of the Shares, consistent with applicable provisions of the Code, for tax withholding obligations due in connection with a broker-assisted cashless Option or Stock Appreciation Right exercise involving the sale of Shares to paybe delivered pursuant to an award. The Company may also use any other method of obtaining the Optionnecessary payment or Stock Appreciation Right exercise price orproceeds, as permitted by law, to satisfy its withholding obligation with respect to any tax withholding obligation.Award.

Tax Withholding.Taxes. The Company and its Affiliates shall have the authorityany Subsidiary is authorized to withhold from any Award granted, or any payment relating to an Award under this Plan, including from a distribution of Stock, amounts of withholding and the right to deductother taxes due or withhold, or require a Participant to remit to the Company or an Affiliate, an amount sufficient to satisfy federal, state, local and foreign taxes (including the Participant's social security, Medicare and any other employment tax obligation) required by law to be withheld with respect to any taxable event concerning a Participant arisingpotentially payable in connection with any transaction involving an Award, and to take such other action as the Committee may deem advisable to enable the Company and Participants to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any Award. The Administrator mayCommittee shall determine, in its sole discretion and in satisfactiondiscretion, the form of payment acceptable for such tax withholding obligations, including, without limitation, the delivery of cash or cash equivalents, Stock (including previously owned shares, net settlement, a broker-assisted sale, or other cashless withholding or reduction of the foregoing requirementamount of shares otherwise issuable or delivered pursuant to the Award), other property, or any other legal consideration the Committee deems appropriate. Any determination made by the Committee to allow a Participant who is subject to satisfy suchRule 16b-3 to pay taxes with shares of Stock through net settlement or previously owned shares shall be approved by a committee made up of two or more Qualified Members or the full Board. If tax obligations by any payment means described in Section 10.1 hereof, including, without limitation, by allowing such Participant to elect to haveare satisfied through the Company or an Affiliate withhold Shareswithholding of shares of Stock that are otherwise issuable underto the Participant pursuant to an Award (or allowthrough the surrender of Shares). Theshares of Stock by the Participant to the Company), the maximum number of Shares whichshares of Stock that may be so withheld or surrendered(or surrendered) shall be limited to the number of Shares whichshares of Stock that have aan aggregate Fair Market Value on the date of withholding or repurchase no greater thanequal to the aggregate amount of such tax liabilities determined based on the minimum statutorygreatest withholding rates for federal, state, foreign and/or local and foreign income tax andpurposes, including payroll tax purposestaxes, that are applicablemay be utilized without creating adverse accounting treatment with respect to such supplemental taxable income. The Administrator shall determineAward, as determined by the fair market value of the Shares, consistent with applicable provisions of the Code, for tax withholding obligations due in connection with a broker-assisted cashless Option or Stock Appreciation Right exercise involving the sale of Shares to pay the Option or Stock Appreciation Right exercise price or any tax withholding obligation.Committee.

Tax Withholding. The Company and its Affiliates shall have the authority and the rightIn order to deduct or withhold, or require a Participant to remit to the Company or an Affiliate, an amount sufficient to satisfycomply with all applicable federal, state, local or foreign income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal, state, local or foreign payroll, withholding, income or other taxes, which are the sole and foreignabsolute responsibility of a Participant, are withheld or collected from such Participant. In order to assist a Participant in paying all or a portion of the applicable taxes (including the Participant's social security, Medicare and any other employment tax obligation) required by law to be withheld with respect to any taxable event concerning a Participant arising in connection with any Award. The Administrator mayor collected upon exercise or receipt of (or the lapse of restrictions relating to) an Award, the Committee, in its sole discretion and in satisfaction ofsubject to such additional terms and conditions as it may adopt, may permit the foregoing requirement allow a Participant to satisfy such obligationstax obligation by any payment means described in Section 10.1 hereof, including, without limitation, by allowing such Participant to elect# electing to have the Company or an Affiliate withhold a portion of the Shares otherwise issuable under anto be delivered upon exercise or receipt of (or the lapse of restrictions relating to) such Award (or allow the surrender of Shares). The number of Shares which may be so withheld or surrendered shall be limited to the number of Shares which havewith a Fair Market Value onequal to the date of withholding or repurchase no greater than the aggregate amount of such liabilities based ontaxes or # delivering to the minimum statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes that are applicable toCompany Shares other than Shares issuable upon exercise or receipt of (or the lapse of restrictions relating to) such supplemental taxable income. The Administrator shall determine the fair market value of the Shares, consistent with applicable provisions of the Code, for tax withholding obligations due in connectionAward with a broker-assisted cashless OptionFair Market Value equal to the amount of such taxes. The election, if any, must be made on or Stock Appreciation Right exercise involvingbefore the saledate that the amount of Sharestax to pay the Option or Stock Appreciation Right exercise price or any tax withholding obligation.be withheld is determined.

Tax Withholding. The Company and its Affiliates shall have the authority and the right to deduct or withhold, or require aEach Participant to remit to the Company or an Affiliate, an amount sufficient to satisfyis responsible for any federal, state, local andlocal, foreign taxes (including the Participant's social security, Medicare and anyor other employment tax obligation) required by law to be withheldtaxes with respect to any taxable event concerning a Participant arisingamount payable under this Plan. To the extent the Company is required to withhold any federal, state, local, foreign or other taxes in connection with the delivery of Shares or any Award. The Administrator mayother payment or vesting event under this Plan, then the Company may, in its sole discretion and in satisfaction of the foregoing requirement allowdiscretion, # retain a Participant to satisfy such obligations by any payment means described in Section 10.1 hereof, including, without limitation, by allowing such Participant to elect to have the Company or an Affiliate withhold Shares otherwise issuable under an Award (or allow the surrender of Shares). The number of Shares which may be so withheld or surrendered shall be limitedotherwise deliverable hereunder with a value equal to the number of Shares which have arequired withholding (based on the Fair Market Value (as defined in the Stock Incentive Plan) of the Shares on the dateapplicable date), # facilitate a sale of Shares payable pursuant to the Award Opportunity to cover such tax withholding obligation, or repurchase# apply any other withholding method determined by the Company; provided that in no greater thanevent shall the aggregate amount of such liabilities based on the minimum statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such supplemental taxable income. The Administrator shall determine the fair market value of the Shares, consistent with applicable provisionsShares retained or sold exceed the minimum amount of the Code, for tax withholding obligations duetaxes required to be withheld or such other amount that will not result in connection with a broker-assisted cashless Option or Stock Appreciation Right exercise involving the sale of Shares to pay the Option or Stock Appreciation Right exercise price or any tax withholding obligation.negative accounting impact.

Tax Withholding.Each Participant shall, no later than the date as of which the value of an Award first becomes includible in the gross income of such Participant for purposes of applicable taxes, pay to the Company, or make arrangements satisfactory to the Administrator regarding payment of an amount up to the maximum statutory tax rates in the Participant’s applicable jurisdiction with respect to the Award, as determined by the Company. The obligations of the Company under the Plan shall be conditional on the making of such payments or arrangements, and its Affiliates shallthe Company shall, to the extent permitted by Applicable Laws, have the authority and the right to deduct any such taxes from any payment of any kind otherwise due to such Participant. Whenever cash is to be paid pursuant to an Award, the Company shall have the right to deduct therefrom an amount sufficient to satisfy any applicable withholding tax requirements related thereto. Whenever Shares or withhold, orproperty other than cash are to be delivered pursuant to an Award, the Company shall have the right to require athe Participant to remit to the Company or an Affiliate,in cash an amount sufficient to satisfy federal, state, local and foreignany related taxes (including the Participant's social security, Medicare and any other employment tax obligation) required by law to be withheld and applied to the tax obligations; provided, that, with respect to any taxable event concerningthe approval of the Administrator, a Participant arising in connection with any Award. The Administrator may in its sole discretion and in satisfaction ofsatisfy the foregoing requirement allow a Participant to satisfy such obligations by any payment means described in Section 10.1 hereof, including, without limitation, by allowing such Participant to electeither # electing to have the Company or an Affiliate withhold Shares otherwise issuable under an Award (or allow the surrender of Shares). The numberfrom delivery of Shares which mayor other property, as applicable, or # delivering already owned unrestricted shares of Common Stock, in each case, having a value not exceeding the applicable taxes to be so withheld or surrenderedand applied to the tax obligations. Such already owned and unrestricted shares of Common Stock shall be limited to the number of Shares which have avalued at their Fair Market Value on the date of withholding or repurchase no greater thanon which the aggregate amount of such liabilities based on the minimum statutory withholding rates for federal, state, localtax to be withheld is determined and foreign income tax and payroll tax purposes that are applicableany fractional share amounts resulting therefrom shall be settled in cash. Such an election may be made with respect to such supplemental taxable income. The Administrator shall determine the fair market valueall or any portion of the Shares, consistent with applicable provisions of the Code, for tax withholding obligations due in connection with a broker-assisted cashless Option or Stock Appreciation Right exercise involving the sale of Shares to paybe delivered pursuant to an award. The Company may also use any other method of obtaining the Optionnecessary payment or Stock Appreciation Right exercise price orproceeds, as permitted by Applicable Laws, to satisfy its withholding obligation with respect to any tax withholding obligation.Award.

Tax Withholding.Withholding Taxes. The Company andCompany, or any of its AffiliatesSubsidiaries, shall have the authority and the right to deduct or withhold, or require a Participant to remit toretain and withhold the Company or an Affiliate, an amount sufficient to satisfy federal, state, local and foreignof taxes (including the Participant's social security, Medicare and any other employment tax obligation) required by lawany government to be withheld or otherwise deducted and paid with respect to the Award Shares. Unless the Participant or any taxable event concerning a Participant arisingsuccessor in connection with any Award. The Administrator may in its sole discretion and in satisfaction of the foregoing requirement allow a Participantinterest elects to satisfy the withholding requirement for any such obligationstaxes required to be withheld by the Company, or any payment means described in Section 10.1 hereof, including, without limitation,of its Subsidiaries, by allowing such Participant to elect to havecheck or direct debit, the Company or an Affiliateshall withhold from any vesting Award Shares otherwise issuable under an Award (or allow the surrender of Shares). Thea number of Award Shares which may be so withheld or surrendered shall be limited to the number of Shares which havehaving a Fair Market Value not less than the amount required to be withheld to satisfy the withholding requirement and shall cancel any Award Shares so withheld. The value of any Award Shares so withheld shall be based on the Fair Market Value of the shares on the date of withholding or repurchase no greater thanthat the aggregate amount of such liabilities based on the minimum statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such supplemental taxable income. The Administrator shall determine the fair market value of the Shares, consistent with applicable provisions of the Code, for tax withholding obligations due in connection with a broker-assisted cashless Option or Stock Appreciation Right exercise involving the sale of Shares to pay the Option or Stock Appreciation Right exercise price or any tax withholding obligation.be withheld is determined.

Tax Withholding.Withholding of Taxes. The Company and its Affiliatesor Affiliate shall have the authority and the right to deduct or withhold, or requireallow a Participant to remit to the Company or an Affiliate, an amount sufficient to satisfyany federal, state,state or local and foreign taxes (including the Participant's social security, Medicare and any other employment tax obligation) required by law to be withheld with respect to any taxable event concerninggiving rise to tax liability with respect to an Option or Stock Award. In order to satisfy all or any portion of such tax liability, a Participant arising in connection with any Award. The Administrator may in its sole discretion and in satisfaction ofelect # to surrender Common Stock previously acquired by the foregoing requirement allow a Participant to satisfy such obligations by any payment means described in Section 10.1 hereof, including, without limitation, by allowing such Participant to electParticipant, # to have the Company orwithhold Common Stock that would otherwise have been issued to the Participant pursuant to the exercise of an Affiliate withhold Shares otherwise issuable under an Award (or allowOption, provided that the surrender of Shares). The number of Shares which may be soshares of such withheld or surrendered Common Stock shall not be limited to the number of Shares which have a Fair Market Value on the date of withholding or repurchase no greater than the aggregate amount of such liabilities based onthat is necessary to satisfy the minimum statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such supplemental taxable income. The Administrator shall determine the fair market valueobligation of the Shares, consistentCompany that arises with applicable provisionsrespect to the Option, # have funds withheld from payments of wages, salary or other cash compensation due the Participant or # pay the Company or Affiliate in cash. Notwithstanding the preceding sentence, the Committee may adopt a default rule with respect to the payment of taxes described in this section, in which case the Participant shall have no election right with respect to the form of the Code, for tax withholding obligations due in connection with a broker-assisted cashless Option or Stock Appreciation Right exercise involving the sale of Shares to pay the Option or Stock Appreciation Right exercise price or any tax withholding obligation.payment.

Tax Withholding. The Company and its Affiliates shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Company or an Affiliate, an amount sufficient to satisfy federal, state, local and foreign taxes (including the Participant's social security, Medicare and any other employment tax obligation) required by law to be withheld with respect to any taxable event concerning a Participant arising in connection with any Award. The Administrator may in its sole discretion and in satisfaction of the foregoing requirement allow a Participant to satisfy such obligations by any payment means described in Section 10.1 hereof, including, without limitation, by allowing such Participant to elect to have the Company or an Affiliate shall be authorized to withhold from any Award granted or any payment due or transfer made under any Award or under the Plan or from any compensation or other amount owing to a Participant the amount (in cash, Shares, other Awards, other property, net settlement, or any combination thereof) of applicable withholding taxes due in respect of an Award, its exercise or settlement or any payment or transfer under such Award or under the Plan and to take such other action (including providing for elective payment of such amounts in cash or Shares otherwise issuable underby the Participant) as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes. Share withholding from an Award (or allow the surrender of Shares). The number of Shares which maywill be so withheld or surrendered shall be limited to the number of Shares which have a Fair Market Value on the date of withholding or repurchase no greater than the aggregate amount of such liabilities based onat the minimum statutory rate or, if determined by the Committee in its discretion, at such other rate, to the extent withholding rates for federal, state, local and foreign income tax and payroll tax purposes that are applicableat such other rate would not result in liability classification of such Award (or any portion thereof) pursuant to such supplemental taxable income. The Administrator shall determine the fair market value of the Shares, consistent with applicable provisions of the Code, for tax withholding obligations due in connection with a broker-assisted cashless Option or Stock Appreciation Right exercise involving the sale of Shares to pay the Option or Stock Appreciation Right exercise price or any tax withholding obligation.FASB ASC Subtopic 718-10.

Tax Withholding.Taxes. The Company and its Affiliates shall haveany Related Entity are authorized to withhold from any Award granted, any payment relating to an Award under the authorityPlan, including from a distribution of Shares, or any payroll or other payment to a Participant, amounts of withholding and the right to deductother taxes due or withhold, or require a Participant to remit to the Company or an Affiliate, an amount sufficient to satisfy federal, state, local and foreign taxes (including the Participant's social security, Medicare and any other employment tax obligation) required by law to be withheld with respect to any taxable event concerning a Participant arisingpotentially payable in connection with any transaction involving an Award, and to take such other action as the Committee may deem advisable to enable the Company or any Related Entity and Participants and Beneficiaries to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any Award. The Administrator mayThis authority shall include authority to withhold or receive Shares or other property and to make cash payments in its sole discretion andrespect thereof in satisfaction of a Participant’s tax obligations, either on a mandatory or elective basis in the foregoing requirement allow a Participantdiscretion of the Committee. The amount of withholding tax paid with respect to satisfy such obligationsan Award by any payment means described in Section 10.1 hereof, including, without limitation, by allowing such Participant to elect to have the Company or an Affiliate withholdwithholding of Shares otherwise issuable under an Award (or allow the surrender of Shares). The number of Shares which may be so withheld or surrendered shall be limiteddeliverable pursuant to the number ofAward or by delivering Shares which have a Fair Market Value on the date of withholding or repurchase no greater than the aggregate amount of such liabilities based onalready owned shall not exceed the minimum statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposesrequired with respect to that are applicable to such supplemental taxable income. The Administrator shall determine the fair market value of the Shares, consistent with applicable provisions of the Code, for tax withholding obligations due in connection with a broker-assisted cashless Option or Stock Appreciation Right exercise involving the sale of Shares to pay the Option or Stock Appreciation Right exercise price or any tax withholding obligation.Award.

Tax Withholding. The Company and its AffiliatesApplicable Withholding Taxes. Each Participant shall haveagree, as a condition of receiving an Award, to pay to the authority and the right to deductCompany, or withhold, or require a Participant to remitmake arrangements satisfactory to the Company or an Affiliate, an amount sufficient to satisfyregarding the payment of, all applicable federal, state,state and local and foreign taxes (including the Participant's social security, Medicare and any other employment taxFICA obligation) required by law to be withheld with respect to any taxable event concerninggrant, exercise, or payment made under or as a Participant arising in connection with any Award. The Administrator may in its sole discretion and in satisfactionresult of the foregoing requirement allowPlan. Until the applicable withholding taxes have been paid or arrangements satisfactory to the Company have been made, no stock certificates (or, in the case of Restricted Stock, no stock certificates free of a restrictive legend) shall be issued to the Participant and no issuance in book-entry or electronic form (or, in the case of Restricted Stock, no issuance in book-entry or electronic form free of a restrictive legend or notation) shall be made for the Participant. As an alternative to making a cash payment to the Company to satisfy such obligationsapplicable withholding tax obligations, Participants may elect or the Committee may require Participants to satisfy the withholding requirement, in whole or in part, by any payment means described in Section 10.1 hereof, including, without limitation, by allowing such Participant to elect to havehaving the Company or an Affiliate withhold Shares otherwise issuable under an Award (or allow the surrender of Shares). The number of Shares which may be so withheld or surrendered shall be limited to the number of Shares which haveStock having a Fair Market Value equal to the amount required to be withheld, or by delivering to the Company Shares of Stock having a Fair Market Value equal to the amount required to be withheld. The value of any Shares so withheld or delivered shall be based on the Fair Market Value of the Shares on the date of withholding or repurchase no greater thanthat the aggregate amount of tax to be withheld is to be determined. All elections by Participants shall be irrevocable and be made in writing and in such liabilities based onmanner as determined by the minimum statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such supplemental taxable income. The Administrator shall determine the fair market valueCommittee (or its delegee) in advance of the Shares, consistent with applicable provisions ofday that the Code, for tax withholding obligations due in connection with a broker-assisted cashless Option or Stock Appreciation Right exercise involving the sale of Shares to pay the Option or Stock Appreciation Right exercise price or any tax withholding obligation.transaction becomes taxable.