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 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.Withholding Taxes. The Company or an Affiliate shall be entitled to: # withhold and its Affiliates shall have the authority and the right to deduct or withhold, or requirefrom future wages of a Participant (or from other amounts that may be due and owing to remit toa Participant from the Company or an Affiliate, an amount sufficientAffiliate), including all payments under this Plan, or make other arrangements for the collection of (including through the sale of Shares otherwise issuable pursuant to the applicable Award), all legally required amounts necessary to satisfy any and all federal, state, local and foreign taxes (includingwithholding and employment-related tax requirements attributable to an Award, including, without limitation, the Participant's social security, Medicare andgrant, exercise or vesting of, or payment of dividends with respect to, an Award or a disqualifying disposition of Shares received upon exercise of an Incentive Stock Option; or # require a Participant promptly to remit the amount of such withholding to the Company before taking any other employment tax obligation) required by law to be withheldaction with respect to any taxable event concerning a Participant arising in connection with anyan Award. The AdministratorTo the extent specified by the Committee, withholding may in its sole discretion and in satisfactionbe satisfied by withholding Shares to be received upon exercise or vesting of the foregoing requirement allow a Participantan Award or by delivery 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 of previously owned Shares. In addition, the Company may reasonably delay the issuance or an Affiliate withholddelivery of Shares otherwise issuable underpursuant to an Award (or allow the surrender of Shares). The number of Shares which may be so withheld or surrendered shall be limitedas it determines appropriate 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, foraddress 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.and other administrative matters.

Tax Withholding. The Company and its Affiliates shall have the authorityright to make all payments or distributions pursuant to the Plan to a Participant (or a Permitted Assignee thereof) (any such person, a “Payee”) net of any applicable federal, state and local taxes required to be paid or withheld as a result of # the grant of any Award, # the exercise of an Option or Stock Appreciation Right, # the delivery of Shares or cash, # the lapse of any restrictions in connection with any Award or # any other event occurring pursuant to the Plan. The Company or any Subsidiary shall have the right to withhold from wages or other amounts otherwise payable to such Payee such withholding taxes as may be required by law, or to otherwise require the Payee to pay such withholding taxes. If the Payee shall fail to make such tax payments as are required, the Company or its Subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to such Payee or withhold,to take such other action as may be necessary to satisfy such withholding obligations. The Committee shall be authorized to establish procedures for election by Participants to satisfy such obligation for the payment of such taxes by tendering previously acquired Shares (either actually or require a Participantby attestation, valued at their then Fair Market Value), or by directing the Company to remitretain Shares (up to the CompanyParticipant’s minimum required tax withholding rate or an Affiliate, an amount sufficient to satisfy federal, state, local and foreign taxes (including the Participant's social security, Medicare and anysuch other employment tax obligation) required by law to be withheld with respect to any taxable event concerningrate that will not trigger a Participant arisingnegative accounting impact) otherwise deliverable in connection with anythe 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 have the authority and the right to deduct or withhold,withhold or require a Participant to remit to the Company or an Affiliate, an amount sufficient to satisfy federal,separate payment of all Federal, state, local and foreignor other taxes (including the Participant's social security, Medicare and any other employment tax obligation) required by law to be withheldor payments with respect to any taxableAward or payment made under the Plan. Such amounts shall be withheld or paid prior to the delivery of any certificate representing Shares or any other Award subject to such withholding. Such a payment may be made by the delivery of cash (or other consideration acceptable to the Company, including, if acceptable, Shares having a Fair Market Value equal to the withholding obligation) to the Company in an amount that equals or exceeds the withholding obligation of the Company. In the event concerningof a transfer of an Award, the Participant arising in connection with any Award. The Administrator maywho assigns the Award shall remain subject to withholding taxes or similar obligations upon exercise of the Award by the transferee to the extent required by the Code or other applicable laws. All determinations of withholding liability under this Section shall be made by the Company 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 tobinding upon 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.Participant.

Tax Withholding.Withholding Taxes. The Company andor any of its Affiliatessubsidiaries shall have the authority and the right to deductretain and withhold the amount of taxes required by any government to be withheld or withhold, or require a Participantotherwise deducted and paid with respect to remit tothe Award Shares, provided that the Company or an Affiliate, ana subsidiary shall withhold only the minimum amount sufficientnecessary to satisfy federal, state, local and foreignapplicable statutory withholding requirements unless the Participant has elected to have an additional amount (up to the maximum allowed by law) withheld. At its discretion, the Committee may require the Participant to reimburse the Company for any such 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 and to withhold any distribution in whole or an Affiliate withhold Shares otherwise issuable under an Award (or allowin part until the surrenderCompany is so reimbursed. In accordance with procedures established by the Committee, the Participant or any successor in interest is authorized to deliver shares 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 on the date of withholding or repurchase no greater thanthat the aggregate amount of tax to be withheld is to be determined and cancel any such liabilities basedshares so delivered in order to satisfy the Company's withholding obligations. In accordance with procedures established by the Committee, the Participant or any successor in interest is also authorized to elect to have the Company retain and withhold shares of vesting Stock having a Fair Market Value on the minimum statutorydate that the amount of tax to be withheld is to be determined and cancel any such shares so withheld in order to satisfy the Company's withholding rates for federal, state, localobligations. In the event the Participant does not deliver or elect to have the Company retain and foreign income tax and payroll tax purposes that are applicablewithhold shares of Stock as described in this Section 8, the Company shall have the right to withhold from any other cash amounts due to or to become due from the Company or a subsidiary to the Participant an amount equal to such supplemental taxable income. The Administrator shall determinetaxes required to be withheld by the fair market value ofCompany to reimburse the Shares, consistent with applicable provisions of the Code,Company 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.such taxes.

Tax Withholding. The Company and its Affiliates shall haveIn 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 of the Company is required to withhold any Federal, state or local taxes or other amounts in respect of any income recognized by a Participant as a result of the grant, vesting, payment or settlement of an Award or disposition of any Shares acquired under an Award, the Company may deduct (or require an Affiliate to deduct) from any payments of any kind otherwise due the Participant cash, or with the consent of the Administrator, Shares otherwise deliverable or vesting under an Award, to satisfy such tax obligations. Alternatively, the Company may require such Participant to pay to the Company, in cash, promptly on demand, or make other arrangements satisfactory to the Company regarding the payment to the Company of the aggregate amount of any such taxes and other amounts. If Shares are deliverable upon exercise or payment of an Award, the Administrator may permit a Participant to satisfy all or a portion of the Federal, state and local withholding tax obligations arising in connection with such Award by electing to # have the Company withhold Shares otherwise issuable under an Award (or allow the surrender of Shares). The number ofAward, # tender back 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 duereceived in connection with a broker-assisted cashless Optionsuch Award or Stock Appreciation Right exercise involving# deliver other previously owned Shares; provided that the saleamount to be withheld in Shares may not exceed the total maximum statutory tax rates associated with the transaction to the extent needed for the Company to avoid an accounting charge. If an election is provided, the election must be made on or before the date as of Shareswhich the amount of tax to paybe withheld is determined and otherwise as the OptionAdministrator requires. In any case, the Company may defer making payment or Stock Appreciation Right exercise price ordelivery under any Award if any such tax withholding obligation.may be pending unless and until indemnified to its satisfaction.

Tax Withholding.Withholding Arrangements. 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 mayAdministrator, in its sole discretion and in satisfaction of the foregoing requirement allowpursuant to such procedures as it may specify from time to time, may permit a Participant to satisfy such obligationstax liability or withholding obligation, in whole or in part by any payment means described in Section 10.1 hereof,such methods as the Administrator shall determine, including, without limitation, by allowing such Participant to elect# paying cash, # electing to have the Company withhold otherwise deliverable cash or an Affiliate withhold Shares otherwise issuable under an Award (or allowhaving a fair market value equal to the surrenderminimum statutory amount required to be withheld or such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, # delivering to the Company already-owned Shares having a fair market value equal to the statutory amount required to be withheld or such greater amount as the Administrator may determine, in each case, provided the delivery of Shares). Thesuch Shares will not result in any adverse accounting consequences, as the Administrator determines in its sole discretion, # selling a sufficient number of Shares otherwise deliverable to the Participant through such means as the Administrator may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld or paid, # such other consideration and method of payment for the meeting of tax liabilities or withholding obligations as the Administrator may determine to the extent permitted by Applicable Laws, or # any combination of the foregoing methods of payment. The amount of the withholding requirement will be deemed to include any amount which the Administrator agrees may be so withheld at the time the election is made, not to exceed the amount determined by using the maximum federal, state or surrendered shall be limitedlocal marginal income tax rates applicable to the number of Shares which have a Fair Market ValueParticipant with respect to the Award on the date of withholding or repurchase no greater thanthat the aggregate amount of tax to be withheld is to be determined or such liabilities based ongreater amount as the minimum statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes that are applicable toAdministrator may determine if such supplemental taxable income.amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion. The Administrator shall determine the fair market value of the Shares, consistent with applicable provisionsShares to be withheld or delivered will be determined as of the Code, for tax withholding obligations due in connection with a broker-assisted cashless Option or Stock Appreciation Right exercise involvingdate that the sale of Sharestaxes are required to pay the Option or Stock Appreciation Right exercise price or any tax withholding obligation.be withheld.

Tax Withholding. The CompanyA Participant may be required to pay to an Employer, and its Affiliateseach Employer shall have the authorityright and is hereby authorized to withhold from any Award, from any payment due or transfer made under any Award or under the rightPlan or from any compensation or other amount owing to deducta Participant, the amount (in cash, Shares, other securities, other Awards or withhold,other property) required by law or require a Participantregulation to remit to the Company or an Affiliate, an amount sufficientbe withheld to satisfy federal, state, and local andtaxes, foreign taxes (including the Participant's social security, Medicare and any other employment tax obligation) required by law to be withheldor domestic, with respect to any taxable event concerning a Participant arising in connection with any Award. The Administrator may inan Award, its sole discretion and in satisfaction of the foregoing requirement allow a Participant to satisfy such obligations byexercise, or 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 issuabletransfer under an Award (or allowor under the surrender of Shares). The number of Shares whichPlan and to take such other action as may be so withheldnecessary in the opinion of the Company to satisfy all obligations for the payment of such taxes. The Committee may provide for additional cash payments to holders of Awards to defray or surrendered shalloffset any tax arising from the grant, Vesting, exercise, or payment of any Award. Unless otherwise determined by the Committee at the time the Award is granted or thereafter, any such withholding requirement may be limited tosatisfied, in whole or in part, by withholding from the number ofAward Shares which havehaving a Fair Market Value on the date of withholding or repurchase no greater thanequal to 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 applicablerequired to such supplemental taxable income. The Administrator shall determine the fair market value of the Shares, consistentbe withheld in accordance with applicable provisions oftax requirements, all in accordance with such procedures as the Code,Committee approves (which procedures may permit withholding up to the maximum individual statutory rate in the applicable jurisdiction as may be permitted under then-current accounting principles to qualify for tax withholding obligations dueequity classification). All such elections shall be subject to any restrictions or limitations that the Committee, 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.its sole discretion, deems appropriate.

Tax Withholding. TheParticipant authorizes the Company and its Affiliates shall have the authority and the right to deduct or withhold, or require a Participant to remitdeduct, to the Companyextent required by statute or an Affiliate, anregulation, from payments of any kind due to Participant or anyone claiming through Participant, the amount sufficient to satisfyof the federal, state, local and foreignor other taxes (including the Participant's social security, Medicare and any other employment tax obligation) required by law to be withheld with respectrelating to any taxable event concerning a Participant arisingpresent or future Award under the Plan. This authority shall include authority to withhold or receive Common Stock or other property and to make cash payments in connection with any Award. The Administrator may in its sole discretion andrespect thereof in satisfaction of the foregoing requirement allow a Participant to satisfy such obligations by any payment means describedParticipant’s tax obligations. Withholding of taxes 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 allowform of shares of Common Stock from the surrender of Shares). The number of Shares which may be so withheld or surrendered shall be limitedprofit attributable to the number of Shares which haveAward shall not occur at a Fair Market Value onrate that exceeds the date of withholding or repurchase no greater thanmaximum individual federal and state statutory tax rates in 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.jurisdiction.

Tax Withholding. TheIn accordance with [Section 5(f)] of the Plan, the Company and its Affiliates shall have the authoritypower and the right to deduct or withhold, or require athe Participant to remit to the Company or an Affiliate,Company, an amount sufficient to satisfy any federal, state, local and foreignother taxes (including the Participant'Participant’s social security, Medicare and any other employmentpayroll tax obligation)obligations) required by law to be withheld with respect to any taxable event concerning a Participant arising in connection with anythis Award. The AdministratorParticipant may be required to pay to the Company in its sole discretioncash or cash equivalents, either prior to or concurrent with the delivery of Shares in respect of any Restricted Share Units that vest, the amount required by law to be withheld. The Company may establish other rules and in satisfaction ofprocedures to allow 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 Participantand to elect to havefacilitate 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, forrequired tax withholding obligations due in connection with a broker-assisted cashless Option or Stock Appreciation Right exercise involving the sale of Sharesfrom time to pay the Option or Stock Appreciation Right exercise price or any tax withholding obligation.time.

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.

Tax Withholding. The Company and its Affiliates shall have the authority and the right to deduct or withhold, or requirecause to be withheld, Shares otherwise vesting or issuable under the Award having a Participant to remitFair Market Value equal 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 lawsums 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).withheld. The number of Shares which mayshall 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 minimummaximum statutory withholding rates in the applicable jurisdictions for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such supplemental taxable income. The AdministratorNotwithstanding any other provision of this Agreement (including without limitation [Section 2.1(b)] hereof), the Company shall determinenot be obligated to deliver any new certificate representing Shares to the fair market valueParticipant or the Participant’s legal representative or to enter any such Shares in book entry form unless and until the Participant or the Participant’s legal representative, as applicable, shall have paid or otherwise satisfied in full the amount of all federal, state and local taxes applicable to the taxable income of the Shares, consistent with applicable provisionsParticipant resulting from the grant or vesting of the Code, for tax withholding obligations due in connection with a broker-assisted cashless OptionAward or Stock Appreciation Right exercise involving the saleissuance of Shares to pay the Option or Stock Appreciation Right exercise price or any tax withholding obligation.hereunder.

Tax Withholding. The Company and its Affiliates shall have the authority and the right to deduct or withhold, or requirecause to be withheld, Shares otherwise vesting or issuable under the Award having a Participant to remitFair Market Value equal 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 lawsums 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).withheld. The number of Shares which mayshall 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 minimummaximum statutory withholding rates in the applicable jurisdictions for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such supplemental taxable income. The AdministratorNotwithstanding any other provision of this Agreement (including without limitation [Section 2.1(b)] hereof), the Company shall determinenot be obligated to deliver any new certificate representing Shares to the fair market valueParticipant or the Participant’s legal representative or to enter any such Shares in book entry form unless and until the Participant or the Participant’s legal representative, as applicable, shall have paid or otherwise satisfied in full the amount of all federal, state and local taxes applicable to the taxable income of the Shares, consistent with applicable provisionsParticipant resulting from the grant or vesting of the Code, for tax withholding obligations due in connection with a broker-assisted cashless OptionAward or Stock Appreciation Right exercise involving the saleissuance of Shares to pay the Option or Stock Appreciation Right exercise price or any tax withholding obligation.hereunder.

Tax Withholding. The Company and its AffiliatesTo the extent that the receipt, vesting or settlement of this Award results in compensation income or wages to the Participant for federal, state, local and/or foreign tax purposes, the Participant shall have the authority and the right to deduct or withhold, or require a Participant to remitmake arrangements satisfactory to the Company regarding the payment of, any income tax, social insurance contribution or an Affiliate, an amount sufficient to satisfy federal, state, local and foreignother applicable taxes (including the Participant's social security, Medicare and any other employment tax obligation)that are required by law to be withheld within respect of this Award, which arrangements include the delivery of cash or cash equivalents, shares of Stock (including previously owned shares of Stock (which is not subject to any taxable event concerningpledge or other security interest), net settlement, a Participant arising in connection with any Award. The Administrator may in its sole discretion and in satisfactionbroker-assisted sale, or other cashless withholding or reduction 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 Sharesamount of shares otherwise issuable under an Award (or allowor delivered pursuant to this Award), other property, or any other legal consideration the Committee deems appropriate. If such tax obligations are satisfied through net settlement or the surrender of Shares). Thepreviously owned shares of Stock, 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 thansurrender equal to the aggregate amount of such tax liabilities determined based on the minimum statutorygreatest withholding rates for federal, state, local and/or foreign tax purposes, including payroll taxes, that may be utilized without creating adverse accounting treatment for the Company with respect to this Award, as determined by the Committee. Any fraction of a share of Stock required to satisfy such tax obligations shall be disregarded and foreign incomethe amount due shall be paid instead in cash to the Participant. The Participant acknowledges that there may be adverse tax and payroll tax purposes that are applicable to such supplemental taxable income. The Administrator shall determineconsequences upon the fair market valuereceipt, vesting or settlement of the Shares, consistent with applicable provisions of the Code, for tax withholding obligations due in connection with a broker-assisted cashless Optionthis Award 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 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'Company’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 arisingobligations hereunder in connection with any Award. The Administrator may in its sole discretionAward shall be subject to applicable foreign, federal, state and in satisfactionlocal withholding tax requirements. Foreign, federal, state and local withholding tax due under the terms of the foregoing requirement allow a Participant to satisfy such obligations by any payment means describedPlan may be paid in Section 10.1 hereof, including, without limitation, by allowing such Participant to elect to have the Companycash or an Affiliate withhold Shares otherwise issuable under an Award (or allowshares of Common Stock (either through the surrender of Shares). The numberalready-owned shares of Shares which may be so withheld or surrendered shall be limitedCommon Stock that the Participant has held for the period required to avoid a charge to the numberCompany’s reported earnings or the withholding of Shares which haveshares of Common Stock otherwise issuable upon the exercise or payment of such Award) having a Fair Market Value onequal to the date ofrequired withholding or repurchase no greater thanand upon such other terms and conditions as the aggregate amount ofCommittee shall determine; provided, however, the Committee, in its sole discretion, may require that such liabilities based on the minimum statutory withholding rates for federal, state, localtaxes be paid in cash; and foreign income tax and payroll tax purposes that are applicableprovided, further, any election by a Participant subject to such supplemental taxable income. The Administrator shall determine the fair market valueSection 16(b) of the Shares, consistentExchange Act to pay his or her withholding tax in shares of Common Stock shall be subject to and must comply with applicable provisionsRule 16b-3 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.Exchange Act.

Tax Withholding. TheWithholding Requirements. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof) or such earlier time as any tax withholdings are due, the Company and(or any of its Affiliates shallParent, Subsidiaries, or affiliates employing or retaining the services of a Participant, as applicable) will have the authoritypower and the right to deduct or withhold, or require a Participant to remit to the Company (or any of its Parent, Subsidiaries, or an Affiliate,affiliates, as applicable) or a relevant tax authority, an amount sufficient to satisfy U.S. federal, state, locallocal, non-U.S., and foreignother taxes (including the Participant'Participant’s social security, Medicare and any other employment taxFICA obligation) required by law to be withheld or paid 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.thereof).

Tax Withholding. The Company and its Affiliates shall havePursuant to Article 14 of the authorityPlan, the Committee has the power and the right to deduct or withhold, or require athe Participant to remit to the Company or an Affiliate,Company, an amount sufficient to satisfy any federal, state,state and local and foreign taxes (including the Participant's social security, Medicare and any other employment tax obligation)FICA obligations) required by law to be withheld with respect to any taxable event concerning a Participant arising in connection with any Award.the Award and Dividend Equivalents. The AdministratorCommittee may in its sole discretion and incondition the delivery of vested Shares upon the Participant's satisfaction of the foregoingsuch withholding obligations. The withholding requirement allow a Participant to satisfy such obligationsfor Shares will be satisfied 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 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 havehaving 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 foreignequal to federal income tax withholding obligations using an IRS accepted methodology plus additional amounts for state and local tax purposes, as applicable, including payroll tax purposestaxes, that are applicable to such supplemental taxable income. The Administrator shall determineincome but with rates not to exceed the fair market valuemaximum effective statutory rates, unless the Participant elects, in a manner satisfactory to the Committee, to remit an amount to satisfy the withholding requirement subject to such restrictions or limitations that the Committee, in its sole discretion, deems appropriate. Such election must be made before, and is irrevocable after, December 15 of the Shares, consistent with applicable provisions oflast year in the Code, for tax withholding obligations due in connection with a broker-assisted cashless OptionVesting Schedule, and cannot be made or Stock Appreciation Right exercise involvingrevoked while the sale ofParticipant possesses information that will be material nonpublic information at the time the Shares to payare issued such that the Option or Stock Appreciation Right exercise price or any tax withholding obligation.Participant would be prohibited from trading on the Company’s stock under its Insider Trading Policy.

Tax Withholding.Payment in Stock. The Administrator may cause any tax withholding obligation of the Company or any applicable Subsidiary to be satisfied, in whole or in part, by the Company withholding from shares of Stock to be issued pursuant to any Award a number of shares with an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the withholding amount due; provided, however, that the amount withheld does not exceed the maximum statutory rate or such lesser amount as is necessary to avoid liability accounting treatment. For purposes of share withholding, the Fair Market Value of withheld shares shall be determined in the same manner as the value of Stock includible in income of the Participants. The Administrator may also require any tax withholding obligation of the Company or any applicable Subsidiary to be satisfied, in whole or in part, by an arrangement whereby a certain number of shares of Stock issued pursuant to any Award are immediately sold and its Affiliates shall have the authority and the right to deduct or withhold, or require a Participant to remitproceeds from such sale are remitted to the Company or an Affiliate,any applicable Subsidiary in an amount sufficient tothat would 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.due.

Tax Withholding. The Company and its Affiliatesor an Affiliate, as the case may be, shall have the authority and the right to deduct from payments of any kind otherwise due to a Grantee any federal, state 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 andof any other employment tax obligation)kind required by law to be withheld with respect to the vesting of or other lapse of restrictions applicable to an Award or upon the issuance of any taxable event concerningshares of Stock upon the exercise of an Option or pursuant to any other Award. At the time of such vesting, lapse or exercise, the Grantee shall pay in cash to the Company or an Affiliate, as the case may be, any amount that the Company or such Affiliate may reasonably determine to be necessary to satisfy such withholding obligation; provided that if there is a Participant arising in connection with any Award. The Administratorsame-day sale of shares of Stock subject to an Award, the Grantee shall pay such withholding obligation on the day on which such same-day sale is completed. Subject to the prior approval of the Company or an Affiliate, which may be withheld by the Company or such Affiliate, as the case may be, in its sole discretion and in satisfaction ofdiscretion, the foregoing requirement allow a ParticipantGrantee may elect to satisfy such obligationswithholding obligation, in whole or in part, # by causing the Company or such Affiliate to withhold shares of Stock otherwise issuable to the Grantee or # by delivering to the Company or such Affiliate shares of Stock already owned by the Grantee. The shares of Stock so withheld or delivered shall have an aggregate Fair Market Value equal to such withholding obligation. The Fair Market Value of the shares of Stock used to satisfy such withholding obligation shall be determined by the Company or such Affiliate as of the date on which the amount of tax to be withheld is to be determined. A Grantee who has made an election pursuant to this Section 18.3 may satisfy such Grantee’s withholding obligation only with shares of Stock that are not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements. The maximum number of shares of Stock that may be withheld from any Award to satisfy any federal, state or local tax withholding requirements upon the exercise, vesting or lapse of restrictions applicable to any Award or payment means describedof shares of Stock pursuant to such Award, as applicable, may not exceed such number of shares of Stock having a Fair Market Value equal to the minimum statutory amount required by the Company or the applicable Affiliate to be withheld and paid to any such federal, state or local taxing authority with respect to such exercise, vesting, lapse of restrictions or payment of shares of Stock. Notwithstanding the immediately prior sentence, the Committee, subject to its having considered the applicable accounting impact of any such determination, may allow Grantees to satisfy, in Section 10.1 hereof, including, without limitation,whole or in part, any additional income, employment and/or other applicable taxes payable by allowing such Participantthem with respect to electan Award by electing to have the Company withhold upon the exercise, vesting or lapse of restrictions applicable to any Award or payment of shares of Stock pursuant to such Award, as applicable, shares of Stock having 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 aaggregate Fair Market Value on the date of withholding or repurchase nothat is greater than the aggregateapplicable minimum statutory amount (but such withholding may in no event be in excess of the maximum statutory withholding amounts in relevant tax jurisdictions). Notwithstanding Section 2.22 or this Section 18.3, for purposes of determining taxable income and the amount of such liabilities basedthe related tax withholding obligation pursuant to this Section 18.3, for any shares of Stock subject to an Award that are sold by or on behalf of a Grantee on the minimum statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes that are applicablesame date on which such shares may first be sold pursuant to such supplemental taxable income. The Administrator shall determine the fair market valueterms of the Shares, consistent with applicable provisionsrelated Award Agreement, the Fair Market Value of the Code, for tax withholding obligations due in connection with a broker-assisted cashless Option or Stock Appreciation Right exercise involvingsuch shares shall be the sale price of Shares to paysuch shares on such date (or if sales of such shares are effectuated at more than one sale price, the Optionweighted average sale price of such shares on such date), so long as such Grantee has provided the Company, or Stock Appreciation Right exercise priceits designee or any tax withholding obligation.agent, with advance written notice of such sale.

Tax Withholding. TheSection # Withholding Requirements. Prior to the delivery of any Shares or cash pursuant to the payment or exercise of an Award, the Company and its Affiliates shall have the authoritypower and the right to deduct or withhold, or require a Participant to remit to the Company or an Affiliate,Company, an amount sufficient to satisfy all federal, state, and local income and foreignemployment 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 amountexercise 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.Award.

Tax Withholding. The CompanyCompany’s obligation to issue or deliver Shares or pay any amount pursuant to the terms of any Award granted hereunder shall be subject to satisfaction of applicable federal, state, local, and its Affiliates shall haveforeign tax withholding requirements. To the authorityextent provided in the applicable Agreement and in accordance with rules prescribed by the right to deduct or withhold, or requireCommittee, a Participant to remit tomay satisfy any such withholding tax obligation by one or any combination of the following means: # tendering a cash payment, # authorizing 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 onParticipant, or # delivering to 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, localCompany already-owned 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.unencumbered Shares.

Tax Withholding. The Company and its Affiliates shall have the authority and the rightallow Participants to deduct or withhold, or require a Participant to remitsatisfy withholding income tax obligations by # payment 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 satisfyamount of such obligationswithholding obligation by any payment means described in Section 10.1 hereof, including, without limitation, by allowing such Participant to electcash, wire transfer, certified check or bank draft, # electing to have the Company withhold from the Shares or an Affiliate withhold Shares otherwise issuable undercash to be issued upon exercise or vesting of an Award (or allow the surrender of Shares). Thethat number of Shares which may be so withheld or surrendered shall be limited to the number of Shares which havecash having a Fair Market Value on the date of withholdingequal to or repurchase no greaterless than the aggregate amount of such liabilities based on the minimummaximum statutory withholding ratesrate for federal, state, local and foreignthe applicable jurisdiction or # a combination of the above; provided, however, that Participants shall not be entitled to satisfy withholding income tax and payroll tax purposes that are applicableobligations by having Shares withheld pursuant to such supplemental taxable income. The Administrator shall determine[clause (2) above] if the fair market value of the Shares, consistent with applicable provisions of the Code, forincome tax withholding obligations duearise in connection with a broker-assisted cashless OptionLiquidity Event or following an initial public offering of the Common Stock Appreciation Right exercise involving(or the salesecurities that are subject to the Award following an adjustment pursuant to [Section 16]) to the extent that following the initial public offering there are not, at the time the income tax withholding is due, any legal or contractual restrictions on the ability of the Participants to sell such Shares in the public market as may be necessary to fund the required withholding income taxes. The Fair Market Value of any Shares to paybe withheld shall be determined on the Optiondate that the amount of income tax to be withheld is to be determined, and all requests by a Participant to have Shares or Stock Appreciation Right exercise pricecash withheld for this purpose shall be made in such form and under such conditions as the Administrator may deem necessary or any tax withholding obligation.advisable;