Optionee agrees to cooperate with the Grantor to take all steps necessary or appropriate for the withholding of any applicable taxes by the Grantor under law or regulation in connection therewith. In the event the Optionee does not make the required withholding payment at the time of exercise, the Grantor may make such provisions and take such steps as it, in its sole discretion, may deem necessary or appropriate for the withholding of any taxes that the Grantor is required by any law or regulation of any governmental authority, whether federal, state or local, domestic or foreign, to withhold in connection with the exercise of any Option, including, but not limited to, # refusing to accept payment for the Option Shares until the Optionee reimburses the Grantor for the amount the Grantor is required to withhold with respect to such taxes, or # canceling the number of Option Shares issuable upon exercise of the Option in an amount sufficient to reimburse the Grantor for the amount it is required to so withhold, and/or # withholding the amount due from the Optionee’s wages if he is employed by the Grantor or any subsidiary thereof.

Withholding Taxes. Optionee agrees to cooperatemake appropriate arrangements with the Grantor to take all steps necessaryCompany (or the Parent or appropriateSubsidiary employing or retaining Optionee) for the satisfaction of all Federal, state, local and foreign income and employment tax withholding of anyrequirements applicable taxes byto the Grantor under law or regulation in connection therewith. InOption exercise. Optionee acknowledges and agrees that the eventCompany may refuse to honor the Optionee doesexercise and refuse to deliver Shares if such withholding amounts are not make the required withholding paymentdelivered at the time of exercise, the Grantor may make such provisions and take such steps as it, in its sole discretion, may deem necessary or appropriate for the withholding of any taxes that the Grantor is required by any law or regulation of any governmental authority, whether federal, state or local, domestic or foreign, to withhold in connection with the exercise of any Option, including, but not limited to, # refusing to accept payment for the Option Shares until the Optionee reimburses the Grantor for the amount the Grantor is required to withhold with respect to such taxes, or # canceling the number of Option Shares issuable upon exercise of the Option in an amount sufficient to reimburse the Grantor for the amount it is required to so withhold, and/or # withholding the amount due from the Optionee’s wages if he is employed by the Grantor or any subsidiary thereof.exercise.