The Company may, in its sole discretion, permit you to satisfy, in whole or in part, any withholding tax obligation which may arise in connection with the Award Shares either by electing to have the Company withhold from the shares to be released upon vesting that number of shares, or by electing to deliver to the Company already-owned shares, or pursuant to a broker-assisted program implemented by the Company.

Withholding Taxes. The Company, or any of its Subsidiaries, shall have the right to retain and withhold the amount of taxes required by any government to be withheld or otherwise deducted and paid with respect to the Award Shares. Unless the Participant or any successor in interest elects to satisfy the withholding requirement for any such taxes required to be withheld by the Company, or any of its Subsidiaries, by check or direct debit, the Company shall withhold from any vesting Award Shares a number of Award Shares having 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 that the amount of tax to be withheld is determined.