General. As a condition to the issuance or distribution of Shares pursuant to the Plan, the Participant (or in the case of the Participant’s death, the person who succeeds to the Participant’s rights) shall make such arrangements as the Company may require for the satisfaction of any applicable federal, state, local or foreign withholding tax obligations that may arise in connection with the Award and the issuance of Shares. The Company shall not be required to issue any Shares until such obligations are satisfied. If the Committee allows the withholding or surrender of Shares to satisfy a Participant’s tax withholding obligations, the Committee shall not allow Shares to be withheld in an amount that exceeds the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes.

General. As a condition toof the issuance grant, vesting, exercise and/or distributionsettlement of Shares pursuant toan Award granted under the Plan, the Participant (or in the case of the Participant’Participant’s death, the person who succeeds toexercising or holding the Participant’s rights)Award) shall make such arrangements as the CompanyAdministrator may require for the satisfaction of any applicable federal, state, local or foreign withholding tax obligations that may arise in connection with the Award andor the issuance of Shares. The Company shall not be required to issue any Shares under the Plan until such obligations are satisfied. If the CommitteeAdministrator allows the withholding or surrender of Shares to satisfy a Participant’Participant’s tax withholding obligations,obligations under this Section 11, the CommitteeAdministrator shall not allowbe allowed to withhold Shares to be withheld in an amount that exceedsequal to the minimum statutory withholding rates for federalfederal, state, and statelocal tax purposes, including payroll taxes.taxes, or in a greater amount if such greater amount would not result in adverse financial accounting consequences.

General. As a condition toWithholding Taxes. To the issuance or distribution of Shares pursuant to the Plan, the Participant (or in the case of the Participant’s death, the person who succeeds to the Participant’s rights) shall make such arrangements as the Company may require for the satisfaction of anyextent required by applicable federal, state, local or foreign law, a Participant or his or her successor shall make arrangements satisfactory to the Company for the satisfaction of any withholding tax obligations that may arise in connection with the Award and the issuance of Shares.Plan. The Company shall not be required to issue any Shares or make any cash payment under the Plan until such obligations are satisfied. If the Committee allows the withholding or surrender of Shares to satisfy a Participant’s tax withholding obligations, the Committee shall not allow Shares to be withheld in an amount that exceeds the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes.

General. AsWithholding Taxes. To the extent required by applicable federal, state, local or non-U.S. law, a conditionParticipant or such Participant’s successor shall make arrangements satisfactory to the issuance or distribution of Shares pursuant to the Plan, the Participant (or in the case of the Participant’s death, the person who succeeds to the Participant’s rights) shall make such arrangements as the Company may require for the satisfaction of any applicable federal, state, local or foreign withholding tax obligations that may arise in connection with the Award and the issuance of Shares.Plan. The Company shall not be required to issue any Shares or make any cash payment under the Plan until such obligations are satisfied. If the Committee allows the withholding or surrender of Shares to satisfy a Participant’s tax withholding obligations, the Committee shall not allow Shares to be withheld in an amount that exceeds the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes.

General. As a conditionWithholding. The Company’s obligation to the issuanceissue or distribution ofdeliver Shares or pay any amount pursuant to the Plan, the Participant (or in the caseterms of the Participant’s death, the person who succeedsany Award granted hereunder shall be subject to the Participant’s rights) shall make such arrangements as the Company may require for the satisfaction of any applicable federal, state, local orlocal, and foreign tax withholding requirements. To the extent provided in the applicable Agreement and in accordance with rules prescribed by the Committee, a Participant may satisfy any such withholding tax obligations that may arise in connection withobligation by one or any combination of the Awardfollowing means: # tendering a cash payment, # authorizing the Company to withhold Shares otherwise issuable to the Participant, or # delivering to the Company already-owned and the issuance ofunencumbered Shares. The Company shall not be required to issue any Shares until such obligations are satisfied. If the Committee allows the withholding or surrender of Shares to satisfy a Participant’s tax withholding obligations, the Committee shall not allow Shares to be withheld in an amount that exceeds the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes.

General. As a conditionTaxes. No Shares shall be delivered under the Plan to any Participant or other Person until the Participant or other Person has made arrangements acceptable to the issuance or distribution of Shares pursuant to the Plan, the Participant (or in the case of the Participant’s death, the person who succeeds to the Participant’s rights) shall make such arrangements as the Company may requireAdministrator for the satisfaction of any applicable non‑U.S., U.S.‑federal, U.S.‑state, or local or foreign withholding tax obligations that may arise in connection with the Awardincome and the issuance of Shares. The Company shall not be required to issue any Shares until such obligations are satisfied. If the Committee allows the withholding or surrender of Shares to satisfy a Participant’semployment tax withholding obligations, including, without limitation, obligations incident to the Committeereceipt of Shares. Upon exercise or vesting of an Award, the Company shall not allow Shares to be withheld inwithhold or collect from the Participant an amount that exceedssufficient to satisfy such tax obligations, including, but not limited to, by surrender of a whole number of Shares covered by the minimum statutoryAward sufficient to satisfy the applicable tax withholding rates for federal and state tax purposes, including payroll taxes.obligations incident to the exercise or vesting of the Award.

General. As a conditionWithholding of Taxes. Whenever Shares are to the issuance or distribution of Shares pursuant tobe issued under the Plan, the Company shall require the Participant (or in the case of the Participant’s death, the person who succeedsto remit to the Participant’s rights) shall make such arrangements asCompany an amount sufficient to satisfy federal, state and local withholding tax requirements prior to the Company may require for the satisfactiondelivery of any applicable federal, state, localcertificate or foreign withholding tax obligations that may arise in connection with the Award and the issuance ofcertificates for such Shares. The Company shall not be required to issue any Shares until such obligations are satisfied. If the Committee allows the withholding or surrender of Shares to satisfy a Participant’s tax withholding obligations, the Committee shall not allow Shares to be withheld in an amount that exceeds the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes.

General. As a conditionTax Withholding. Each Participant is responsible for any federal, state, local, foreign or other taxes with respect to any amount payable under this Plan. To the issuance or distribution of Shares pursuant to the Plan, the Participant (or in the case of the Participant’s death, the person who succeeds to the Participant’s rights) shall make such arrangements asextent the Company may require for the satisfaction ofis required to withhold any applicable federal, state, locallocal, foreign or foreign withholding tax obligations that may ariseother taxes in connection with the Award and the issuance of Shares. The Company shall not be required to issue any Shares until such obligations are satisfied. If the Committee allows the withholding or surrenderdelivery of Shares or any other payment or vesting event under this Plan, then the Company may, in its sole discretion, # retain a number of Shares otherwise deliverable hereunder with a value equal to satisfythe required withholding (based on the Fair Market Value (as defined in the Stock Incentive Plan) of the Shares on the applicable date), # facilitate a Participant’ssale of Shares payable pursuant to the Award Opportunity to cover such tax withholding obligations,obligation, or # apply any other withholding method determined by the CommitteeCompany; provided that in no event shall not allowthe value of the Shares retained or sold exceed the minimum amount of taxes required to be withheld in anor such other amount that exceeds the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes.will not result in a negative accounting impact.

General. As a conditionTax Withholding. The Company shall have the right to the issuancewithhold or distributionrequire separate payment of Shares pursuant to the Plan, the Participant (or in the case of the Participant’s death, the person who succeeds to the Participant’s rights) shall make such arrangements as the Company may require for the satisfaction of any applicable federal,all Federal, state, local or foreign withholding tax obligations thatother taxes or payments with respect to any Award or payment made under the Plan. Such amounts shall be withheld or paid prior to the delivery of any certificate representing Shares or any other Award subject to such withholding. Such a payment may arise in connection withbe made by the Award anddelivery of cash (or other consideration acceptable to the issuance of Shares. The Company shall not be requiredCompany, including, if acceptable, Shares having a Fair Market Value equal to issue any Shares until such obligations are satisfied. If the Committee allows the withholding or surrender of Sharesobligation) to satisfy a Participant’s tax withholding obligations, the Committee shall not allow Shares to be withheldCompany in an amount that equals or exceeds the minimum statutory withholding rates for federalobligation of the Company. In the event of a transfer of an Award, the Participant who assigns the Award shall remain subject to withholding taxes or similar obligations upon exercise of the Award by the transferee to the extent required by the Code or other applicable laws. All determinations of withholding liability under this Section shall be made by the Company in its sole discretion and state tax purposes, including payroll taxes.shall be binding upon the Participant.

General. As a condition to the issuance or distribution of Shares pursuant to the Plan, the Participant (or in the case of the Participant’Withholding. The Company’s death, the person who succeeds to the Participant’s rights) shall make such arrangements as the Company may require for the satisfaction of any applicable federal, state, local or foreign withholding tax obligations that may arisehereunder in connection with any Award shall be subject to applicable foreign, federal, state and local withholding tax requirements. Foreign, federal, state and local withholding tax due under the Award andterms of the issuancePlan may be paid in cash or shares of Shares. The Company shall not beCommon Stock (either through the surrender of already-owned shares of Common Stock that the Participant has held for the period required to issue any Shares until such obligations are satisfied. Ifavoid a charge to the Committee allowsCompany’s reported earnings or the withholding of shares of Common Stock otherwise issuable upon the exercise or surrenderpayment of Sharessuch Award) having a Fair Market Value equal to satisfy a Participant’s taxthe required withholding obligations,and upon such other terms and conditions as the Committee shall not allow Sharesdetermine; provided, however, the Committee, in its sole discretion, may require that such taxes be paid in cash; and provided, further, any election by a Participant subject to Section 16(b) of the Exchange Act to pay his or her withholding tax in shares of Common Stock shall be withheld in an amount that exceedssubject to and must comply with Rule 16b-3 of the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes.Exchange Act.