If required by federal, state, or local tax laws, the Grantee 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 required withholding taxes in respect of the Restricted Stock Units and to take all such other action as the Administrator deems necessary to satisfy all obligations for the payment of such withholding taxes. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit the Grantee to satisfy any federal, state or local tax withholding obligation, 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 required to be withheld.

The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any cash compensation, including wages,compensation paid to the Grantee bypursuant to the Company or one of its Affiliates,Plan, the amount of any required withholding taxes in respect of the Restricted Stock Units and to take all such other action as the AdministratorCommittee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time,Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation, in wholeobligation by any of the following means, or in party by selling a sufficient numbercombination 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 required to be withheld.means:

Section # Tax Withholding. The Company shall have the right to deduct from any cash compensation, including wages, paidrequire the Grantee to remit to the Grantee byCompany an amount necessary to satisfy any federal, state and local withholding tax requirements attributable to the Company or one of its Affiliates, the amount of any required withholding taxes in respectvesting and payment of the Restricted Stock Units andprior to take all such other action as the Administrator deems necessary to satisfy all obligations fordelivery of the paymentDistributed Shares, or may withhold from the Distributed Shares an amount of such withholding taxes. The Administrator, in its sole discretion and pursuantStock having a Fair Market Value equal to such procedures as it may specify from time to time, may permit the Grantee to satisfy any federal, state or local tax withholding obligation, in whole or in party by selling a sufficient number of shares of Common Stock otherwise deliverable to the Grantee through such meanstaxes as the Administrator may determine in its sole discretion (whether through a broker or otherwise) equal to the amountshall be required to be withheld.withheld pursuant to any applicable law or regulation.

Withholding Requirements. As a condition to the settlement of Restricted Stock Units, the Grantee 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 required withholding taxes in respect of the Restricted Stock Units and to take allmake such other action as the Administrator deems necessary to satisfy all obligations for the payment of such withholding taxes. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit the Grantee to satisfy any federal, state or local tax withholding obligation, in whole or in party by selling a sufficient number of shares of Common Stock otherwise deliverable to the Grantee through such meansarrangements as the Administrator may determinerequire for the satisfaction of any Federal, state, local or foreign withholding tax obligations that may arise in connection with such Restricted Stock Units. The Grantee shall satisfy such obligations in cash unless the Administrator elects, in its sole discretion (whether throughdiscretion, to have the Company withhold a broker or otherwise)number of Shares having a value equal to the amount required to be withheld.such obligations.

Tax Withholding. The Company shall have the right to deduct from any cash compensation, including wages, paidcompensation 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 the grant of Restricted Stock Units, the issuance of Shares or the vesting of Restricted Stock Units pursuant to this Agreement. The Company shall retain Shares 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 retained for this purpose shall be based on the Fair Market Value of the Shares. 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 next 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 permitted by law. No Shares shall be transferred to the Grantee by the Company or one of its Affiliates, the amount of any requiredhereunder until such time as all applicable withholding taxes in respecthave been satisfied. The Company will not retain Shares as described herein unless tax withholding applies under the laws 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 Units and to take all such other actionUnits, as the Administrator deems necessarycase may be, that the Grantee shall pay such taxes or make provisions that are satisfactory to satisfy all obligationsthe Company for the payment of such withholding taxes. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit the Grantee to satisfy any federal, state or local tax withholding obligation, 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 required to be withheld.thereof.

Withholding. The Grantee is responsible for all applicable federal, state, orand local tax laws,income and employment taxes (including taxes of any foreign jurisdiction) which the Grantee shall beCorporation is required to paywithhold at any time with respect 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 required withholding taxes in respect of the Restricted Stock Units and to take all such other action as the Administrator deems necessary to satisfy all obligations forits minimum statutory withholding requirements. Such payment shall be made in full at the payment of suchGrantee’s election, in cash or check, by withholding taxes. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit the Grantee to satisfy any federal, stateGrantee’s next normal payroll check, or local tax withholding obligation, in whole or in party by selling a sufficient numberthe tender of shares of Common Stock otherwise deliverable topayable under this Award. Shares of Stock tendered as payment of required withholding shall be valued at the Grantee throughclosing price per share of Stock on the date such means aswithholding obligation arises or, if the Administrator may determine in its sole discretion (whether through a broker or otherwise) equal toStock is not traded on that date, on the amount required to be withheld.next preceding date on which the Stock was so traded.

Withholding of Taxes. As a condition of making any payments or local tax laws, the Grantee shall be required to pay to the Company, and the Company shall have the right to deduct fromissuing any cash compensation, including wages, paid to the Grantee by the Company or one of its Affiliates, the amount of any required withholding taxes in respectshares upon vesting of the Restricted Stock Units and to take all suchUnits, Grantee or other action as the Administrator deems necessary to satisfy all obligations for the payment of such withholding taxes. The Administrator, in its sole discretion and pursuantperson entitled to such procedures as it may specify from time to time, may permit the Grantee to satisfyShares or other payment shall pay any federal, state or local tax withholding obligation, 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 amountsums required to be withheld.withheld by federal, state, local, or other applicable tax law with respect to such vesting or payment. In accordance with any procedures established by the Committee, Grantee may satisfy any required withholding payments in cash or Shares (including the surrender of Shares held by Grantee or those that would otherwise be issued in settlement of the Award). Any surrendered or withheld Shares will constitute satisfaction of any required tax withholding to the extent of their Fair Market Value.

The Grantee is solely responsible for the Grantee shall be requiredsatisfaction of all taxes and penalties that may arise in connection with the Restricted Stock Units pursuant to pay tothese Terms and Conditions. At the Company, andtime of taxation, the Company shall have the right to deduct from any cash compensation, including wages, paidother compensation or from amounts payable with respect to the GranteeRestricted Stock Units, including by withholding shares of the Company or one of its Affiliates,Company’s Common Stock, an amount equal to the amount of anyfederal (including FICA), state, local and foreign income and payroll taxes and other amounts as may be required withholding taxes inby law to be withheld with respect to the Restricted Stock Units. Without limiting the foregoing, upon payment of the Restricted Stock Units and to take all such other action asUnits, the Administrator deems necessary to satisfy all obligations for the payment of such withholding taxes. The Administrator, in its sole discretion and pursuant to such procedures as itCompany may specify from time to time, may permit the Grantee to satisfy any federal, state or local tax withholding obligation, in whole or in party by selling a sufficient number ofwithhold shares of Common Stock otherwise deliverablesubject to the Grantee through such means asvested Restricted Stock Units to cover any of the Administrator may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld.applicable withholding for related FICA tax and income tax liabilities.

Taxes and Withholding. Grantee shall be responsible for all federal, state, and local income taxes payable with respect to this award of Restricted Stock and dividends paid on unvested Restricted Stock. Grantee shall have the right to make such elections under the Code as are available in connection with this award of Restricted Stock. The Company and Grantee agree to report the value of the Restricted Stock in a consistent manner for federal income tax purposes. The Company shall have the right to retain and withhold from any payment of Restricted Stock or cash the amount of taxes required by any government to be withheld or otherwise deducted and paid with respect to such payment. At its discretion, the Company may require Grantee to reimburse the Company for any such taxes required to pay tobe withheld and may withhold any distribution in whole or in part until the Company, andCompany is so reimbursed. In lieu thereof, the Company shall have the right to deductwithhold from any other cash compensation, including wages, paidamounts due to the Grantee by the Company or one of its Affiliates, thean amount of any required withholding taxes in respect of the Restricted Stock Units and to take all such other action as the Administrator deems necessary to satisfy all obligations for the payment of such withholding taxes. The Administrator, in its sole discretion and pursuantequal to such procedures as it may specify from timetaxes required to time, may permit the Grantee to satisfy any federal, statebe withheld or local tax withholding obligation, inwithhold and cancel (in whole or in party by sellingpart) a sufficient number of shares of CommonRestricted Stock otherwise deliverable to the Grantee through such means as the Administrator may determine in its sole discretion (whether throughhaving a broker or otherwise) equal tomarket value not less than the amount required to be withheld.of such taxes.

Tax Withholding. To the Grantee 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 byextent the Company or one of its Affiliates, the amount of any Subsidiary is required withholdingto withhold any federal, state, local, foreign or other taxes in respectconnection with the settlement of the Restricted Stock Units andShare Units, then the Company or Subsidiary (as applicable) shall retain a number of Shares otherwise deliverable hereunder with a value equal to take allthe 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 action asamount that will not result in a negative accounting impact. Notwithstanding the Administrator deems necessary to satisfy all obligations forforegoing, Grantee may elect, in accordance with procedures adopted by the payment of such withholding taxes. The Administrator, in its sole discretion and pursuant to such procedures as it may specifyCompany from time to time, may permitto either # pay or provide for payment of the Grantee to satisfy any federal, staterequired tax withholding, or local# have the required tax withholding obligation,deducted from any amount of salary, bonus, incentive compensation or other amounts otherwise payable in wholecash to Grantee; provided that the Company may require the use of one or both of these methods in party by selling a sufficient number of shares of Common Stock otherwise deliverable to the Grantee through such means asevent that the Administrator may determine in its sole discretion (whether through a brokerCompany or otherwise) equal to the amountany Subsidiary is required to be withheld.withhold taxes at any time other than upon delivery of the Shares.