Committee Discretion. If the Committee determines that Participant cannot satisfy Participant’s Tax Withholding Obligation through the default procedure described in clause (a), it may permit Participant to satisfy Participant’s Tax Withholding Obligation by # delivering to the Company Shares that Participant owns and that have vested with a fair market value equal to Participant’s Tax Withholding Obligation (in which case, the Company shall remit the amount that is required under applicable law to the appropriate governmental authorities in cash with the remainder, if any, to be promptly paid to Participant), # electing to have the Company withhold otherwise deliverable Shares having a fair market value equal to Participant’s Tax Withholding Obligation (in which case, the Company shall remit the amount that is required under applicable law to the appropriate governmental authorities in cash with the remainder, if any, to be promptly paid to Participant), # payment by Participant in cash, or # such other means as the Committee deems appropriate.

The Committee Discretion. If the Committee determines that Participant cannot satisfy Participant’s Tax Withholding Obligation through the default procedure described in clause (a), it may permit or require a Participant to satisfy all or part of the Participant’s Tax Withholding Obligationtax withholding obligations and other obligations by # deliveringpaying cash to the Company, # having the Company Shareswithhold an amount from any cash amounts otherwise due or to become due from the Company to the Participant, # having the Company withhold a number of shares of Common Stock that would otherwise be issued to the Participant (or become vested, in the case of Restricted Stock) having a Fair Market Value equal to the tax withholding obligations and other obligations, or # surrendering a number of shares of Common Stock the Participant already owns and that have vested withhaving a fair market value equal to Participant’the tax withholding obligations and other obligations. The value of the shares so withheld may not exceed the employer’s Tax Withholding Obligation (in which case,minimum required tax withholding rate, and the Company shall remitvalue of the amount that is required under applicable lawshares so tendered may not exceed such rate to the appropriate governmental authorities in cash withextent the remainder,Participant has owned the tendered shares for less than six months, if any,such limitations are necessary to be promptly paid to Participant), # electing to have the Company withhold otherwise deliverable Shares having a fair market value equal to Participant’s Tax Withholding Obligation (in which case, the Company shall remit the amount that is required under applicable lawavoid adverse accounting consequences to the appropriate governmental authorities in cash with the remainder, if any, to be promptly paid to Participant), # payment by Participant in cash, or # such other means as the Committee deems appropriate.Company.

Committee Discretion. If the Committee determines that Participant cannot satisfy Participant’s Tax Withholding Obligation through the default procedure described in clause (a),9.2Withholding Arrangements. The Committee, pursuant to such procedures as it may specify from time to time, may permit a Participant to satisfy Participant’s Tax Withholding Obligationsuch tax withholding obligation, in whole or in part, by # delivering to the Company Shares that Participant owns and that have vested with a fair market value equal to Participant’s Tax Withholding Obligation (in which case, the Company shall remit the amount that is required under applicable law to the appropriate governmental authorities in cash with the remainder, if any, to be promptly paid to Participant), # electing to have the Company withhold otherwise deliverable Shares, or # delivering to the Company Shares then owned by the Participant having a fair market valueFair Market Value equal to Participant’s Tax Withholding Obligation (in which case, the Company shall remit the amount required to be withheld. The amount of the withholding requirement shall be deemed to include any amount that the Committee agrees may be withheld at the time any such election is required undermade, not to exceed the amount determined by using the maximum federal, state or local marginal income tax rates applicable law to the appropriate governmental authorities in cashParticipant with respect to the remainder, if any,Award on the date that the amount of tax to be promptly paidwithheld is to Participant), # payment by Participant in cash,be determined. The Fair Market Value of the Shares to be withheld or # such other meansdelivered shall be determined as of the Committee deems appropriate.date that the taxes are required to be withheld.

Share Withholding. The Committee Discretion. If the Committee determines that Participant cannot satisfy Participant’s Tax Withholding Obligation through the default procedure described in clause (a), it may permit a Participant to satisfy Participant’s Tax Withholding Obligationall or part of his or her withholding or income tax obligations by # delivering to the Company Shares that Participant owns and that have vested with a fair market value equal to Participant’s Tax Withholding Obligation (in which case, the Company shall remit the amount that is required under applicable law to the appropriate governmental authorities in cash with the remainder, if any, to be promptly paid to Participant), # electing to havehaving the Company withhold all or a portion of any Shares that otherwise deliverablewould be issued to him or her or by surrendering all or a portion of any Shares havingthat he or she previously acquired. Such Shares shall be valued at their Fair Market Value on the date when taxes otherwise would be withheld in cash. In no event may a fair market value equalParticipant have Shares withheld that would otherwise be issued to Participant’s Tax Withholding Obligation (in which case,him or her in excess of the Company shall remitnumber necessary to satisfy the amount that ismaximum legally required under applicable law to the appropriate governmental authorities in cash with the remainder, if any, to be promptly paid to Participant), # payment by Participant in cash, or # such other means as the Committee deems appropriate.tax withholding.

Committee Discretion. If the Committee determines that Participant cannot satisfy Participant’s TaxSection # Withholding Obligation through the default procedure describedArrangements. The Committee, in clause (a),its sole discretion and pursuant to such procedures as it may specify from time to time, may permit a Participant to satisfy Participant’s Tax Withholding Obligationsuch tax withholding obligation, in whole or in part, by # delivering to the Company Shares that Participant owns and that have vested with a fair market value equal to Participant’s Tax Withholding Obligation (in which case, the Company shall remit the amount that is required under applicable law to the appropriate governmental authorities in cash with the remainder, if any, to be promptly paid to Participant), # electing to have the Company withhold otherwise deliverable Shares (except in the case of exercises of Incentive Stock Options), or # delivering to the Company Shares then owned by the Participant having a fair market valueFair Market Value equal to Participant’s Tax Withholding Obligation (in which case,the amount required to be withheld; provided, however, that any shares delivered to the Company shall remitsatisfy the amount that is required underownership requirements specified in Section 6.06(a). In no event will the Fair Market Value of the Shares withheld and delivered to satisfy applicable law to the appropriate governmental authoritieswithholding taxes in cashconnection with the remainder, if any,benefit provided under the Plan exceed the minimum amount of taxes required to be promptly paidwithheld. The Fair Market Value of the Shares to Participant), # payment by Participant in cash,be withheld or # such other meansdelivered shall be determined as of the Committee deems appropriate.date that the taxes are required to be withheld.

Share Withholding. The Committee Discretion. If the Committee determines that Participant cannot satisfy Participant’s Tax Withholding Obligation through the default procedure described in clause (a), it may permit a Participant to satisfy Participant’all or part of such Participant’s Tax Withholding Obligationwithholding or income tax obligations by # delivering to the Company Shares that Participant owns and that have vested with a fair market value equal to Participant’s Tax Withholding Obligation (in which case, the Company shall remit the amount that is required under applicable law to the appropriate governmental authorities in cash with the remainder, if any, to be promptly paid to Participant), # electing to havehaving the Company withhold all or a portion of any Shares that otherwise deliverable Shares having a fair market value equal to Participant’s Tax Withholding Obligation (in which case, the Company shall remit the amount that is required under applicable lawwould be issued to the appropriate governmental authoritiesParticipant by surrendering all or a portion of any Shares that such Participant previously acquired. Such Shares shall be valued at their Fair Market Value on the date when taxes otherwise would be withheld in cash with the remainder, if any,cash. In no event may a Participant have Shares withheld that would otherwise be issued to be promptly paid to Participant), # payment bysuch Participant in cash, or # such other means asexcess of the Committee deems appropriate.number necessary to satisfy the maximum legally required tax withholding.