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Tax Withholding. To the extent the Company or any Subsidiary is required to withhold any federal, state, local, foreign or other taxes in connection with the settlement of the Restricted Share Units, then the Company or Subsidiary (as applicable) shall retain a number of Shares otherwise deliverable hereunder with a value equal to the required withholding (based on the Fair Market Value of the Shares on the applicable date); provided that in no event shall the value of the Shares retained exceed the minimum amount of taxes required to be withheld or such other amount that will not result in a negative accounting impact. Notwithstanding the foregoing, Grantee may elect, in accordance with procedures adopted by the Company from time to time, to either # pay or provide for payment of the required tax withholding, or # have the required tax withholding deducted from any amount of salary, bonus, incentive compensation or other amounts otherwise payable in cash to Grantee; provided that the Company may require the use of one or both of these methods in the event that the Company or any Subsidiary is required to withhold taxes at any time other than upon delivery of the Shares.

Tax Withholding. ToThe Company shall have the extentright to deduct from any compensation due the Grantee from the Company or any Subsidiary is required to withhold any federal, state, local,local or foreign or other taxes required by the law of any jurisdiction to be withheld in connection with the settlementgrant of Restricted Stock Units, the issuance of Shares or the vesting of Restricted Share Units, then theStock Units pursuant to this Agreement. The Company or Subsidiary (as applicable) shall retain aShares otherwise deliverable on the Settlement Date in an amount sufficient to satisfy the amount of tax required to be withheld provided that such amounts shall not exceed the statutorily required maximum withholding. The determination of the number of Shares otherwise deliverable hereunder with a value equal toretained for this purpose shall be based on the requiredFair Market Value of the Shares. Tax withholding (basedshall be calculated based on the Fair Market Value of the Shares on the applicable date); providedSettlement Date. In the event that the retention of Shares to satisfy withholding taxes would otherwise result in no event shallthe delivery of a fractional Share, the Company will round up to the next whole Share and apply the value of the Shares retained exceedfractional Share to the minimum amount of taxes required to be withheld or such other amount that will not resultrecipient's tax obligations or, in a negative accounting impact. Notwithstanding the foregoing, Grantee may elect, in accordance with procedures adopted by the Company from time to time, to either # pay or provide for payment of the required tax withholding, or # have the required tax withholding deducted from any amount of salary, bonus, incentive compensation or other amounts otherwise payable in cash to Grantee; provided thatalternative, the Company may requiremake such other arrangements to avoid the useissuance of one or botha fractional Share as may be permitted by law. No Shares shall be transferred to the Grantee hereunder until such time as all applicable withholding taxes have been satisfied. The Company will not retain Shares as described herein unless tax withholding applies under the laws of these methods in the eventlocal jurisdiction. To the extent that the Companyamounts payable to the Grantee are insufficient for such withholding, it shall be a condition to the issuance of Shares or any Subsidiary is required to withhold taxes at any time other than upon deliverythe grant or vesting of the Shares.Restricted Stock Units, as the case may be, that the Grantee shall pay such taxes or make provisions that are satisfactory to the Company for the payment thereof.

Section # Tax Withholding. ToThe Company shall have the extentright to require the Grantee to remit to the Company or any Subsidiary is requiredan amount necessary to withholdsatisfy any federal, state, local, foreign or other taxes in connection withstate and local withholding tax requirements attributable to the settlementvesting and payment of the Restricted Share Units, then the Company or Subsidiary (as applicable) shall retain a number of Shares otherwise deliverable hereunder with a value equalStock Units prior to the required withholding (based ondelivery of the Distributed Shares, or may withhold from the Distributed Shares an amount of Stock having a Fair Market Value of the Shares on the applicable date); provided that in no eventequal to such federal, state or local taxes as shall the value of the Shares retained exceed the minimum amount of taxesbe required to be withheld pursuant to any applicable law or such other amount that will not result in a negative accounting impact. Notwithstanding the foregoing, Grantee may elect, in accordance with procedures adopted by the Company from time to time, to either # pay or provide for payment of the required tax withholding, or # have the required tax withholding deducted from any amount of salary, bonus, incentive compensation or other amounts otherwise payable in cash to Grantee; provided that the Company may require the use of one or both of these methods in the event that the Company or any Subsidiary is required to withhold taxes at any time other than upon delivery of the Shares.regulation.

Tax Withholding. To the extent the CompanyWithholding of Taxes. As a condition of making any payments or issuing any Subsidiary is required to withhold any federal, state, local, foreign or other taxes in connection with the settlementshares upon vesting of the Restricted ShareStock Units, then the CompanyGrantee or Subsidiary (as applicable)other person entitled to such Shares or other payment shall retain a number of Shares otherwise deliverable hereunder with a value equal to the required withholding (based on the Fair Market Value of the Shares on the applicable date); provided that in no event shall the value of the Shares retained exceed the minimum amount of taxespay any sums required to be withheld by federal, state, local, or other applicable tax law with respect to such other amount that will not result in a negative accounting impact. Notwithstandingvesting or payment. In accordance with any procedures established by the foregoing,Committee, Grantee may elect,satisfy any required withholding payments in accordance with procedures adoptedcash or Shares (including the surrender of Shares held by the Company from time to time, to either # payGrantee or provide for paymentthose that would otherwise be issued in settlement of the required tax withholding,Award). Any surrendered or # have thewithheld Shares will constitute satisfaction of any required tax withholding deducted from any amountto the extent of salary, bonus, incentive compensation or other amounts otherwise payable in cash to Grantee; provided that the Company may require the use of one or both of these methods in the event that the Company or any Subsidiary is required to withhold taxes at any time other than upon delivery of the Shares.their Fair Market Value.

Tax Withholding. ToIf required by federal, state, or local tax laws, the extentGrantee shall be required to pay to the Company, and the Company shall have the right to deduct from any cash compensation, including wages, paid to the Grantee by the Company or one of its Affiliates, the amount of any Subsidiary is required to withhold any federal, state, local, foreign or otherwithholding taxes in connection with the settlementrespect of the Restricted Share Units, then the Company or Subsidiary (as applicable) shall retain a number of Shares otherwise deliverable hereunder with a value equalStock Units and to the required withholding (based on the Fair Market Value of the Shares on the applicable date); provided that in no event shall the value of the Shares retained exceed the minimum amount of taxes required to be withheld ortake all such other amount that will not resultaction as the Administrator deems necessary to satisfy all obligations for the payment of such withholding taxes. The Administrator, in a negative accounting impact. Notwithstanding the foregoing, Granteeits sole discretion and pursuant to such procedures as it may elect, in accordance with procedures adopted by the Companyspecify from time to time, may permit the Grantee to either # paysatisfy any federal, state or provide for payment of the required tax withholding, or # have the requiredlocal tax withholding deducted from anyobligation, in whole or in party by selling a sufficient number of shares of Common Stock otherwise deliverable to the Grantee through such means as the Administrator may determine in its sole discretion (whether through a broker or otherwise) equal to the amount of salary, bonus, incentive compensation or other amounts otherwise payable in cash to Grantee; provided that the Company may require the use of one or both of these methods in the event that the Company or any Subsidiary is required to withhold taxes at any time other than upon delivery of the Shares.be withheld.

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