Tax Withholding. To the extent required by law with respect to any Participant who is a Canadian tax resident, or as may be otherwise required to satisfy any federal or state tax withholding requirements, the Corporation will reduce the gross number of minimum number of Restricted Stock Unit Shares to be delivered under this Agreement hereof by withholding the minimum necessary number of shares necessary to satisfy the Corporation’s tax withholding obligations with respect to the Participant (or in the event of the Participant’s death, the beneficiary) based on the Fair Market Value of the Corporation’s Common Stock when shares are distributable to the Participant (or beneficiary). The Participant or beneficiary will be deemed to have been issued the gross number of Restricted Stock Unit Shares prior to such tax withholding, notwithstanding that a number of shares are held back solely for the purpose of satisfying such tax withholding obligation. The value of any fractional share amount created as a result of such withholding will be added to the tax withholding amount.

Tax Withholding. ToThe Company shall have the extentright to deduct from any compensation due the Grantee from the Company any federal, state, local or foreign taxes required by the law of any jurisdiction to be withheld in connection with respect to any Participant who is a Canadian tax resident, or as may be otherwise required to satisfy any federal or state tax withholding requirements, the Corporation will reduce the gross number of minimum numbergrant of Restricted Stock UnitUnits, the issuance of Shares or the vesting of Restricted Stock Units pursuant to be delivered under this Agreement hereof by withholdingAgreement. The Company shall retain Shares otherwise deliverable on the minimum necessary number of shares necessarySettlement Date in an amount sufficient to satisfy the Corporation’samount of tax withholding obligations with respectrequired to be withheld provided that such amounts shall not exceed the Participant (or in the eventstatutorily required maximum withholding. The determination of the Participant’s death, the beneficiary)number of Shares retained for this purpose shall be based on the Fair Market Value of the Corporation’s Common Stock when shares are distributableShares. Tax withholding shall be calculated based on the Fair Market Value of the Shares on the Settlement Date. In the event that the retention of Shares to satisfy withholding taxes would otherwise result in the delivery of a fractional Share, the Company will round up to the Participant (or beneficiary). The Participant or beneficiary willnext whole Share and apply the value of the fractional Share to the recipient's tax obligations or, in the alternative, the Company may make such other arrangements to avoid the issuance of a fractional Share as may be deemedpermitted by law. No Shares shall be transferred to the Grantee hereunder until such time as all applicable withholding taxes have been issuedsatisfied. The Company will not retain Shares as described herein unless tax withholding applies under the gross numberlaws of the local jurisdiction. To the extent that the amounts payable to the Grantee are insufficient for such withholding, it shall be a condition to the issuance of Shares or the grant or vesting of the Restricted Stock Unit Shares priorUnits, as the case may be, that the Grantee shall pay such taxes or make provisions that are satisfactory to such tax withholding, notwithstanding that a number of shares are held back solelythe Company for the purpose of satisfying such tax withholding obligation. The value of any fractional share amount created as a result of such withholding will be added to the tax withholding amount.payment thereof.

Tax Withholding. To the extentParticipant hereby agrees to make adequate provision for foreign, federal, state and local taxes required by law to be withheld, if any, which arise in connection with respectthe grant of the Restricted Shares. The Company shall have the right to deduct from any compensation or any other payment of any kind due to the Participant who is a Canadian tax resident,(including withholding the issuance or as may be otherwise required to satisfy any federal or state tax withholding requirements, the Corporation will reduce the gross numberdelivery of minimum numbershares of Restricted Stock Unit Sharesor redeeming Restricted Shares) the amount of any federal, state, local or foreign taxes required by law to be delivered under this Agreement hereof by withholding the minimum necessary number of shares necessary to satisfy the Corporation’s tax withholding obligations with respect to the Participant (or in the event of the Participant’s death, the beneficiary) based on the Fair Market Value of the Corporation’s Common Stock when shares are distributable to the Participant (or beneficiary). The Participant or beneficiary will be deemed to have been issued the gross number of Restricted Stock Unit Shares prior to such tax withholding, notwithstanding that a number of shares are held back solely for the purpose of satisfying such tax withholding obligation. The value of any fractional share amount createdwithheld as a result of the grant of the Restricted Shares, provided, however, that the value of the shares of Restricted Stock withheld or redeemed may not exceed the statutory minimum withholding amount required by law. In lieu of such withholding will be addeddeduction, the Company may require the Participant make a cash payment to the tax withholding amount.Company equal to the amount required to be withheld. If the Participant does not make such payment when requested, the Company may refuse to issue any Restricted Stock certificate under this Award until arrangements satisfactory to the Company for such payment have been made.