Payroll Deductions. An Eligible Employee may elect to participate in an Offering under the Plan by way of regular payroll deductions made on each Payday during the Offering Period, and/or by way of one or more lump sum payroll deductions with respect to annual bonus or commission payments made on one or more Paydays during the Offering Period. The Committee may permit Eligible Employees to make separate elections with respect to the Eligible Employee’s annual bonus Compensation and the Eligible Employee’s other Compensation. A Participant’s election will be set forth in the enrollment documents for the Offering Period. A Participant’s payroll deductions will begin on the first Payday following the Offering Date and will end on the last Payday on or before the Purchase Date of the Purchase Period, unless the Participant elects to withdraw from the Plan as provided in Article VIII or ceases Contributions during the Offering Period. All payroll deductions shall be credited to a Participant’s Account.

Payroll Deductions. The Company and its Participating Subsidiaries will maintain payroll deduction accounts for their respective employees who are Participants and who have filed an Authorization. Payments made by Participants, whether by payroll deduction or lump sum payment, shall be credited to the Participant's Stock Purchase Account (the "Purchase Account"). No amounts other than payroll deductions and lump sum payments authorized under this Plan may be credited to a Participant's Purchase Account. A Participant may authorize a payroll deduction in any amount not less than Ten Dollars ($10.00) per week, Twenty Dollars ($20.00) bi-weekly or Fifty Dollars ($50.00) per month. The amount may not be more than ten percent (10%) of the Participant's gross earnings payable as wages, salary, and bonus compensation, before withholding or other deductions ("Gross Earnings") for the immediately preceding Option Period.

CHANGES IN PAYROLL DEDUCTION. Payroll deductions shall be made for each Participant in accordance with the Participant's Authorization and shall continue until the Participant's participation terminates, the Authorization is revised, or the Plan terminates. A Participant may, as of the beginning of any Option Period, increase or decrease the Participant's payroll deduction, within the limits specified in Section 7, by filing a new Authorization at least ten (10) days prior to the beginning of that Option Period.

Deductions. The Company will maintain payroll deduction accounts for all participating employees. With respect to any Offering made under this Plan, an employee may authorize a payroll deduction in any percentage amount (in whole percentages) up to a maximum of 15% of the Compensation he or she receives during the Plan Purchase Period or such shorter period during which deductions from payroll are made. The Board or the Committee may, at its discretion, designate a lower maximum contribution rate. The minimum payroll deduction is such percentage of Compensation as may be established from time to time by the Board or the Committee.

Deductions. The Company shall deduct from the payment of each award any withholdings required by law; and the Company may deduct any amounts due from the recipient to the Company or a Subsidiary.

Payroll Taxes. The Administrator may direct the Employer to pay the Federal Insurance Contributions Act (“FICA”) tax imposed under Code Section 3101, [Section 3121(a)], and [Section 3121(v)(2)] on the amount otherwise to be credited as a Matching Restoration Credit and vested Employer Retirement Restoration Credit for a Participant for a Plan Year or upon the amount vested in the Employer Retirement Restoration Account. Additionally, the Administrator may direct the Employer to pay from such amount otherwise credited the income tax at source on wages imposed under [section 3401] or the corresponding withholding provisions of applicable state, local, or foreign tax laws as a result of the payment of the FICA amount, and to pay the additional income tax at source on wages attributable to the pyramiding [section 3401] wages and taxes. However, the total payment under this Section 4.05 must not exceed the aggregate of the FICA amount, and the income tax withholding related to such FICA amount.

Payroll Practices. All payments, benefits or other compensation under this paragraph 4 shall be paid in accordance with normal payroll practices as in effect on the Termination Date, except as provided in subparagraph # hereof, and subject to required payroll withholdings over the course of the period provided for within the applicable subsection above.

Withholding; Deductions. Anything to the contrary notwithstanding, all payments required to be made by Company hereunder to Executive, his estate or beneficiaries, shall be subject to withholding of such amounts relating to all federal, state, local and other taxes as Company may reasonably determine it should withhold pursuant to any applicable law or regulation and any deductions consented to in writing by Executive. In lieu of withholding such amounts in whole or in part, Company may, in its sole discretion, accept other provisions for payment of taxes as required by law, provided Company is satisfied that all requirements of law affecting its responsibilities to withhold such taxes have been satisfied.

•The Company will set up payroll deductions to start the next available payroll period.

All payments and benefits under this Section 2 are subject to legally required federal, state and local payroll deductions and withholdings.