Tax Withholding. Shares of Common Stock delivered pursuant to this Award shall be subject to applicable tax withholdings. The Company shall withhold from the delivery of Common Stock pursuant hereto shares having a value equal to the minimum amount of federal, state and other governmental tax withholding requirements (or, if permitted by the Company, and requested by the Employee, at a rate that is higher than the minimum statutory withholding rate) related thereto (subject to rounding to a number of whole shares, in such manner as the Company may determine). Such shares shall be valued at their Fair Market Value as of the date on which the amount of tax to be withheld is determined. In lieu of such withholding, the Employee may elect, at or before such deadline as the Company may specify, and the Company require as a condition of delivery, that the Employee remit to the administrator an amount in cash sufficient to satisfy such tax withholding requirements.

Withholding. SharesYou shall be solely responsible for all applicable foreign, federal, state, and local taxes, including payroll taxes, with respect to the Units and the payment of Common Stock delivered pursuantthereunder; provided, however, that at any time the Company is required to this Awardwithhold any such taxes, you shall be subjectpay, or make arrangements to pay, in a manner satisfactory to the Company, an amount equal to the amount of all applicable tax withholdings. Thefederal, state and local or foreign taxes that the Company shallis required or permitted to withhold fromat any time, including, if then permitted by the deliveryCompany, by electing to reduce the number of shares of Common Stock pursuant heretootherwise then deliverable to you under this Award. The Company will withhold shares havingotherwise deliverable to you under this Award to satisfy all applicable employment taxes, as well as income taxes associated with the withholding of shares to satisfy your employment taxes, that become due as of the Grant Date as a valueresult of the grant of this Award. With respect to your tax obligations on all subsequent tax dates, unless you have informed the Company of your intent to make alternate arrangements to satisfy your withholding obligations at least 60 days in advance of the applicable tax date (unless otherwise determined by the Company) and at a time when you are not otherwise precluded from trading Common Stock by law, the Company or one of its Affiliates shall have the automatic right to withhold such taxes from any payments that the Company would otherwise make to you (including salary, wages, any expenses reimbursable to you under the Company policies and any other compensation), including, but not limited to, the right to withhold shares otherwise deliverable to you under this Award. The Company will withhold taxes (e.g., federal, state and local taxes, including payroll taxes) in an amount at least equal to the minimum statutory taxes required to be withheld; provided, however, at your advanced election you may request the Company withhold additional amounts up to your maximum statutory individual tax rate in each relevant jurisdiction applicable to you at such time of withholding; and provided, further, that if the shares of Common Stock to be delivered to you under this Award are required to be retained by you to satisfy stock ownership guidelines, the Company shall withhold taxes in an amount equal to your maximum statutory individual tax rate in each relevant jurisdiction applicable to you at such time of federal, state and other governmental tax withholding requirements (or, if permitted by the Company, and requested by the Employee, at a rate that is higher than the minimum statutory withholding rate) related thereto (subject to rounding to a number of whole shares,withholding, in such mannerall cases, so long as the Company may determine). Such shares shall be valued at their Fair Market Value as of the date on which the amount of tax to be withheld is determined. In lieu of such withholding, the Employee may elect, at or before such deadline as the Company may specify, and the Company requirewithholdings do not result in this Award being classified as a condition of delivery, that the Employee remit to the administrator an amountliability-based award in cash sufficient to satisfy such tax withholding requirements.accordance with applicable accounting standards.

Withholding of Tax. To the extent that this Award results in tax withholding for any federal or state income tax purposes, no later than the date as of which such tax withholding is first required, Recipient shall pay to the Company in cash any federal or state tax required to be withheld with respect to such amount. If the Recipient fails to do so, the Company will withhold Common Shares of Common Stock delivered pursuantsubject to this Award shall be subject to applicable tax withholdings. The Company shall withhold from the delivery of Common Stock pursuant hereto shares having a fair market value on the date of withholding equal to the minimum amount of federal, state and other governmentaltax withholding obligation. In addition, the Recipient shall be permitted to satisfy the Company’s tax withholding requirements (or, if permitted by the Company,making a written election (in accordance with such rules and requested by the Employee, at a rate that is higher than the minimum statutory withholding rate) related thereto (subject to rounding to a number of whole shares,regulations and in such mannerform as the Company may determine). Such shares to have the Company withhold Common Shares subject to this Award having a fair market value on the date as of which such tax withholding is first required equal to the minimum tax withholding obligation. With respect to any individual subject to Section 16(b) of the Securities Act of 1934, the Company shall not have any discretion over whether the individual satisfies such tax withholding obligations under this Award with cash or through the withholding of Common Shares subject to the award and such obligation shall be valued at their Fair Market Value assatisfied through the withholding of Common Shares subject to the Award (with no sale of Common Shares on behalf of the date on which the amount of tax to be withheld is determined. In lieu of such withholding, the Employee may elect, at or before such deadline as the Company may specify, and the Company require as a condition of delivery, that the Employee remit to the administrator an amount in cash sufficientholder to satisfy such tax withholding requirements.obligations) or by using cash, as elected by such individual.

Withholding. SharesThe Participant must satisfy all applicable federal, state, and local or other income and employment tax withholding obligations before the Company will deliver stock certificates or otherwise recognize ownership of Common Stock delivered pursuant to this Award shall be subject to applicable tax withholdings.under an Award. The Company shallmay decide to satisfy the withholding obligations through additional withholding on salary or wages. If the Company elects not to or cannot withhold from other compensation, the delivery of Common Stock pursuant hereto shares havingParticipant must pay the Company the full amount, if any, required for withholding or have a valuebroker tender to the Company cash equal to the minimum amountwithholding obligations. Payment of federal, state and other governmental tax withholding requirements (or, if permittedobligations is due before the Company will issue any shares on exercise, vesting or release from forfeiture of an Award or at the same time as payment of the exercise or purchase price unless the Company determines otherwise. If provided for in an Award or approved by the Company, and requestedBoard in its sole discretion, a Participant may satisfy such tax obligations in whole or in part by delivery (either by actual delivery or attestation) of shares of Common Stock, including shares retained from the Employee, at a rate that is higher thanAward creating the minimum statutory withholding rate) related thereto (subject to rounding to a number of whole shares, in such manner as the Company may determine). Such shares shall betax obligation, valued at their Fair Market ValueValue; provided, however, except as ofotherwise provided by the date on which the amount of tax to be withheld is determined. In lieu of such withholding, the Employee may elect, at or before such deadline as the Company may specify, and the Company require as a condition of delivery,Board, that the Employee remit to the administrator an amount in cash sufficienttotal tax withholding where stock is being used to satisfy such tax obligations cannot exceed the Company’s minimum statutory withholding obligations (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income). Shares used to satisfy tax withholding requirements cannot be subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements.

Withholding. SharesThe Participant must satisfy all applicable federal, state, and local or other income and employment tax withholding obligations before the Company will deliver stock certificates or otherwise recognize ownership of Common Stock delivered pursuant to this Award shall be subject to applicable tax withholdings.under an Award. The Company shallmay decide to satisfy the withholding obligations through additional withholding on salary or wages. If the Company elects not to or cannot withhold from other compensation, the delivery of Common Stock pursuant hereto shares havingParticipant must pay the Company the full amount, if any, required for withholding or have a valuebroker tender to the Company cash equal to the minimum amountwithholding obligations. Payment of federal, state and other governmental tax withholding requirements (or, if permittedobligations is due before the Company will issue any shares on exercise, vesting or release from forfeiture of an Award or at the same time as payment of the exercise or purchase price, unless the Company determines otherwise. If provided for in an Award or approved by the Company, and requestedBoard in its sole discretion, a Participant may satisfy such tax obligations in whole or in part by delivery (either by actual delivery or attestation) of shares of Common Stock, including shares retained from the Employee, at a rate that is higher thanAward creating the minimum statutory withholding rate) related thereto (subject to rounding to a number of whole shares, in such manner as the Company may determine). Such shares shall betax obligation, valued at their Fair Market ValueValue; provided, however, except as ofotherwise provided by the date on which the amount of tax to be withheld is determined. In lieu of such withholding, the Employee may elect, at or before such deadline as the Company may specify, and the Company require as a condition of delivery,Board, that the Employee remit to the administrator an amount in cash sufficienttotal tax withholding where stock is being used to satisfy such tax obligations cannot exceed the Company’s minimum statutory withholding obligations (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income). Shares used to satisfy tax withholding requirements cannot be subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements.

Tax Withholding. Shares of Common Stock delivered pursuant to this Award shall be subject to applicable tax withholdings. The Company shall withhold fromhave the right to require, prior to the issuance or delivery of any Common StockShares or the payment of any cash pursuant hereto shares having a value equal to the minimum amount of federal, state and other governmental tax withholding requirements (or, if permittedan award made hereunder, payment by the Company, and requested byholder of such award of any federal, state, local or other taxes which may be required to be withheld or paid in connection with such award. An Agreement may provide that # the Employee, at a rate that is higher than the minimum statutory withholding rate) related thereto (subject to roundingCompany shall withhold whole Common Shares which would otherwise be delivered to a number of whole shares, in such manner as the Company may determine). Such shares shall be valued at theirholder, having an aggregate Fair Market Value determined as of the date onthe obligation to withhold or pay taxes arises in connection with an award (the “Tax Date”), or withhold an amount of cash which would otherwise be payable to a holder, in the amount necessary to satisfy any such obligation or # the holder may satisfy any such obligation by any of taxthe following means: # a cash payment to be withheld is determined. In lieu of such withholding, the Employee may elect, atCompany; # delivery (either actual delivery or before such deadline asby attestation procedures established by the Company) to the Company may specify, andof previously owned whole Common Shares having an aggregate Fair Market Value, determined as of the Tax Date, equal to the amount necessary to satisfy any such obligation; # authorizing the Company requireto withhold whole Common Shares which would otherwise be delivered having an aggregate Fair Market Value, determined as of the Tax Date, or withhold an amount of cash which would otherwise be payable to a condition of delivery, that the Employee remitholder, equal to the administratoramount necessary to satisfy any such obligation; # in the case of the exercise of an amountoption, a cash payment by a broker-dealer acceptable to the Company to whom the optionee has submitted an irrevocable notice of exercise or # any combination of [(A), [(B) and (C)])]])], in cash sufficienteach case to the extent set forth in the Agreement relating to the award. Any fraction of a Common Share which would be required to satisfy such tax withholding requirements.an obligation shall be disregarded and the remaining amount due shall be paid in cash by the holder.

The Corporation’s obligation to deliver shares of Common Stock delivered pursuant to thisor pay cash upon the exercise, issuance or vesting of an Award under the Plan shall be subject to the satisfaction of all applicable Withholding Taxes. The Corporation shall, to the extent permitted by law, have the right to deduct any such Withholding Taxes from any payment of cash under an Award or any other payment of any kind otherwise due to the Participant. With respect to Awards paid in shares of Common Stock, the Corporation shall have the right to require the Participant to pay to the Corporation the amount of any Withholding Taxes and to take whatever action it deems necessary to protect the interests of the Corporation in respect of such tax withholdings. The Company shall withhold fromliabilities, including, without limitation, subject to such terms as the deliveryPlan Administrator may approve, withholding (or allowing the Participant to elect to have the Corporation withhold), or requiring the Participant to sell (or allowing Participant to elect to sell) through a special sale and remittance procedure arranged through a brokerage firm, a portion of the shares of Common Stock otherwise issuable under an Award in satisfaction of all or a portion of such Withholding Taxes. The number of shares of Common Stock that may be withheld pursuant heretoto this [Section 3.4] shall be limited to the number of shares havingthat have a valueFair Market Value on the date of withholding not exceeding the aggregate amount of such Withholding Taxes, as determined based on the maximum statutory withholding rates (or such other withholding rates that have been determined by the Plan Administrator). To the extent approved by the Plan Administrator, the Participant may pay the Withholding Taxes with respect to an Award paid in shares of Common Stock by delivering shares of Common Stock previously acquired by the Participant (other than in connection with such Award) with an aggregate Fair Market Value equal to the minimum amount of federal, state and other governmental tax withholding requirements (or, if permitted by the Company, and requested by the Employee, at a rate that is higher than the minimum statutory withholding rate) related thereto (subject to rounding to a number of whole shares, in such manner as the Company may determine). Such shares shall be valued at their Fair Market Value as of the date on which the amount of tax to be withheld is determined. In lieu of such withholding, the Employee may elect, at or before such deadline as the Company may specify, and the Company require as a condition of delivery, that the Employee remit to the administrator an amount in cash sufficient to satisfy such tax withholding requirements.Withholding Taxes.

Payment of Tax-Related Items. No shares of Common Stock, nor any cash payment, may be delivered under this Award, unless prior to or simultaneously with such issuance, the Participant or, in the event of his death, the person succeeding to his rights hereunder, shall pay to the Corporation or an Affiliate, as applicable, such amount as the Corporation advises is required under applicable federal, state or local laws to withhold and pay over to governmental taxing authorities in relation to this Award. The Corporation may, in its discretion, withhold payment of required Tax-Related items (as defined in the Acknowledgement of Conditions section) with cash or shares of Common Stock which otherwise would be delivered pursuant to this Award shall be subject to applicable tax withholdings. The Company shall withhold fromfollowing the deliverydate of Common Stock pursuant hereto shares having a value equal to the minimum amount of federal, state and other governmental tax withholding requirements (or, if permitted by the Company, and requested by the Employee, at a rate that is higher than the minimum statutory withholding rate) related thereto (subject to rounding to a number of whole shares, in such manner as the Company may determine). Such shares shall be valued at their Fair Market Value asvesting of the date on which the amount of tax to be withheld is determined. In lieu of such withholding, the Employee may elect, at or before such deadline as the Company may specify, and the Company require as a condition of delivery, that the Employee remit to the administrator an amount in cash sufficient to satisfy such tax withholding requirements.Award under this [Section 2].

Payment of Tax-Related Items. No shares of Common Stock, nor any cash payment, may be delivered under this Award, unless prior to or simultaneously with such issuance, the Participant or, in the event of his death, the person succeeding to his rights hereunder, shall pay to the Corporation or an Affiliate, as applicable, such amount as the Corporation advises is required under applicable federal, state or local laws to withhold and pay over to governmental taxing authorities in relation to this Award. The Corporation may, in its discretion, withhold payment of required Tax-Related items (as defined in the Acknowledgment of Conditions section) with cash or shares of Common Stock which otherwise would be delivered pursuant to this Award shall be subject to applicable tax withholdings. The Company shall withhold fromfollowing the deliverydate of Common Stock pursuant hereto shares having a value equal to the minimum amount of federal, state and other governmental tax withholding requirements (or, if permitted by the Company, and requested by the Employee, at a rate that is higher than the minimum statutory withholding rate) related thereto (subject to rounding to a number of whole shares, in such manner as the Company may determine). Such shares shall be valued at their Fair Market Value asvesting of the date on which the amount of tax to be withheld is determined. In lieu of such withholding, the Employee may elect, at or before such deadline as the Company may specify, and the Company require as a condition of delivery, that the Employee remit to the administrator an amount in cash sufficient to satisfy such tax withholding requirements.Award under this [Section 2].

Payment of Tax-Related Items. No shares of Common Stock, nor any cash payment, may be delivered under this Award, unless prior to or simultaneously with such issuance, the Participant or, in the event of his death, the person succeeding to his rights hereunder, shall pay to the Corporation or an Affiliate, as applicable, such amount as the Corporation advises is required under applicable federal, state or local laws to withhold and pay over to governmental taxing authorities in relation to this Award. The Corporation may, in its discretion, withhold payment of required Tax-Related items (as defined in the Acknowledgment of Conditions section) with cash or shares of Common Stock which otherwise would be delivered pursuant to this Award shall be subject to applicable tax withholdings. The Company shall withhold fromfollowing the deliverydate of Common Stock pursuant hereto shares having a value equal to the minimum amount of federal, state and other governmental tax withholding requirements (or, if permitted by the Company, and requested by the Employee, at a rate that is higher than the minimum statutory withholding rate) related thereto (subject to rounding to a number of whole shares, in such manner as the Company may determine). Such shares shall be valued at their Fair Market Value asvesting of the date on which the amount of tax to be withheld is determined. In lieu of such withholding, the Employee may elect, at or before such deadline as the Company may specify, and the Company require as a condition of delivery, that the Employee remit to the administrator an amount in cash sufficient to satisfy such tax withholding requirements.Award under this [Section 2].