The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means:

TheIf 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 compensationcash compensation, including wages, paid to the Grantee pursuant toby the Plan,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 CommitteeAdministrator deems necessary to satisfy all obligations for the payment of such withholding taxes. The CommitteeAdministrator, 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 obligationobligation, in whole or in party by anyselling a sufficient number of shares of Common Stock otherwise deliverable to the following means,Grantee through such means as the Administrator may determine in its sole discretion (whether through a broker or by a combination of such means: otherwise) equal to the amount required to be withheld.

The GranteeTo the extent required by law, the Non-Employee Director (or Grantee, if applicable) shall be required to paymake such arrangements satisfactory to the Company, andCompany to satisfy any tax withholding or employment tax obligations due with respect to Restricted Stock or the Deferred Accounts. The Company shall have the right to withhold or deduct from any compensation paid topayment under the Grantee pursuant to the Plan, the amount of any required withholding taxesPlan in respect of the Restricted Stock and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Granteeorder to satisfy any federal, state or localapplicable tax withholding obligation by any of the following means, or by a combination of such means:obligations.

The GranteeParticipant shall be required to pay to the Company,Company or any Affiliate and the Company shall have the right and is hereby authorized to deductwithhold, from any Shares or from any compensation paid(including from payroll or any other amounts payable to the Grantee pursuant toParticipant) the Plan, the amount (in cash, Shares, or other property) of any required withholding taxes in respect of thethis Restricted Stock Award, and to take all such other action as may be necessary in the opinion of the Committee deems necessaryor the Company to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by anyand taxes; provided, however, that no amounts shall be withheld in excess of the following means, or by a combination of such means: Company’s statutory minimum withholding liability.

The Grantee shallParticipant may be required to payremit to the Company, and the Company shall have the rightright, subject to Code Section 409A, to deduct from any compensation paid to the GranteeParticipant pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock Units and to take all such other action as the Committee deems necessary to satisfy allany obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means:

The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct fromWithholding of Taxes. As a condition of making any compensation paid to the Grantee pursuant to the Plan, the amount ofpayments or issuing any required withholding taxes in respectshares upon vesting of the Restricted Stock andUnits, Grantee or other person entitled to take all such Shares or other action aspayment shall pay any sums required to be 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 deems necessary to satisfy all obligations for the payment of such withholding taxes. The CommitteeCommittee, Grantee may permit the Grantee to satisfy any federal, staterequired withholding payments in cash or localShares (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 obligation by anyto the extent of the following means, or by a combination of such means:their Fair Market Value.

TheWithholding. Grantee shallacknowledges and agrees that Grantee is not an employee of the Company and that, as an independent contractor, Grantee will be required to pay to the Company, and(and the Company shall have the right to deduct fromwill not withhold or remit), and will be solely responsible for, any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholdingapplicable taxes in respect ofconnection with the Restricted Stock and to take all such other action asStock, unless otherwise determined by the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means:Committee.