The Company shall not deliver shares of Common Stock in respect of the exercise of any Option unless and until the Participant has made satisfactory arrangements to satisfy all applicable tax withholding obligations. Unless the Participant pays the tax withholding obligations to the Company by cash or check in connection with the exercise of the Option, tax withholding may be effected, at the Company’s option, by withholding Common Stock issuable in connection with the exercise of the Option (provided that shares of Common Stock may be withheld only to the extent that such tax withholding will not result in adverse accounting treatment for the Company). The Participant acknowledges that the Company shall have the right to deduct any taxes required to be withheld by law in connection with the exercise of the Option from any amounts payable by it to the Participant (including, without limitation, future cash wages).

The Company shall not deliver shares of Common Stock in respect of the exercise of any Option unless and until the Participant has made satisfactory arrangements to satisfy all applicable tax withholding obligations. Unless the Participant pays the tax withholding obligations to the Company by cash or check in connection with the exercise of the Option, tax withholding may be effected, at the Company’Company’s option, by withholding Common Stock issuable in connection with the exercise of the Option (provided that shares of Common Stock may be withheld only to the extent that such tax withholding will not result in adverse accounting treatment for the Company). The Participant acknowledges that the Company shall have the right to deduct any taxes required to be withheld by law in connection with the exercise of the Option from any amounts payable by it to the Participant (including, without limitation, future cash wages).

The Company shall not deliver shares of Common Stock in respect of the exercise of any Option unless and until the Participant hasyou have made satisfactory arrangements to pay or otherwise satisfy all applicable tax withholding obligations. Unless the Participant paysyou pay the tax withholding obligations to the Company by cash or check in connection with the exercise of the Option, tax withholding may be effected, at the Company’s option, by withholding Common Stock issuable in connection with the exercise of the Option (provided that shares of Common Stock may be withheld only to the extent that such tax withholding will not result in adverse accounting treatment for the Company). The Participant acknowledgesYou acknowledge that the Company shall have the right to deduct any taxes required to be withheld by law in connection with the exercise of the Option from any amounts payable by it to the Participantyou (including, without limitation, future cash wages).

Withholding. Prior to the Company by cash or check in connection withissuance of shares upon the exercise of the Option, the Participant must make arrangements satisfactory to the Company to pay or provide for any applicable federal, state and local withholding obligations of the Company. The Participant may satisfy any federal, state or local tax withholding may be effected, at the Company’s option, by withholding Common Stock issuable in connection withobligation relating to the exercise of the Option (provided thatby any of the following means: # tendering a cash payment; # authorizing the Company to withhold shares of Common Stock may be withheld onlyfrom the shares of Common Stock otherwise issuable to the extentParticipant as a result of the exercise of the Option; provided, however, that suchno shares of Common Stock are withheld with a value exceeding the minimum amount of tax withholding will not result in adverse accounting treatment for the Company). The Participant acknowledges that the Company shall have the right to deduct any taxes required to be withheld by law in connection withlaw; or # delivering to the exerciseCompany previously owned and unencumbered shares of Common Stock. The Company has the Optionright to withhold from any amounts payable by itcompensation paid to the Participant (including, without limitation, future cash wages).a Participant.

Withholding. The CompanyParticipant shall not deliver shares of Common Stock in respect of the exercise of any Option unless and until the Participant has made satisfactory arrangements to satisfy all applicable tax withholding obligations. Unless the Participant pays the tax withholding obligationspay to the Company or any applicable Company Affiliate, or make provision satisfactory to the Company or such Company Affiliate, for payment of, any taxes required by cash or checklaw to be withheld in connection with the exercise of any portion of this Option, as applicable, under one of the Option, tax withholding may be effected, atmethods permitted by the Company’s option,Plan. Subject to any applicable legal conditions or restrictions, the Company shall, unless otherwise instructed by withholding Common Stocka Participant, withhold from the Shares otherwise issuable in connection withto the Participant upon the exercise of this Option or any portion thereof a number of whole Shares having a Fair Market Value, determined as of the Option (provided that sharesdate of Common Stock may be withheld only toexercise, not in excess of the extent that suchminimum of tax withholding will not result in adverse accounting treatment for the Company). The Participant acknowledges that the Company shall have the right to deduct any taxes required to be withheld by law (or such lower amount as may be necessary to avoid variable award accounting); provided that the foregoing is at such time permitted under the terms of the agreements governing any indebtedness to which the Company or any Company Affiliate may be a party; and provided, further that no fractional Shares will be retained to satisfy any portion of the withholding tax and the Participant hereby agrees to satisfy any additional amount of withholding taxes that are not satisfied through the retention of Shares by the Company. Any Shares retained by the Company pursuant to this Section shall be deducted from the underlying Shares to be received by such Participant upon exercise of this Option. Any adverse consequences to the Participant arising in connection with the exerciseShare withholding procedure set forth in the preceding sentence shall be the sole responsibility of the Option from any amounts payable by it to the Participant (including, without limitation, future cash wages).Participant.

Withholding. No Shares will be issued on exercise of the Options unless and until Participant pays to Company, or makes satisfactory arrangements with Company shall not deliver shares of Common Stockfor payment of, any federal, state, local or foreign taxes required by law to be withheld in respect of the exercise of any Option unless and until the Options. Participant has made satisfactory arrangementshereby agrees that Company may withhold from Participant’s wages or other remuneration the applicable taxes. At the discretion of Company, the applicable taxes may be withheld in kind from the Shares otherwise deliverable to satisfy all applicable tax withholding obligations. Unless the Participant pays the tax withholding obligations to the Company by cash or check in connection with theon exercise of the Option, taxOptions, up to Participant’s minimum required withholding may be effected, atrate or such other rate determined by the Company’s option, by withholding Common Stock issuable in connection with the exercise of the Option (providedCommittee that shares of Common Stock may be withheld only to the extent that such tax withholding will not result in adversetrigger a negative accounting treatment for the Company). The Participant acknowledges that the Company shall have the right to deduct any taxes required to be withheld by law in connection with the exercise of the Option from any amounts payable by it to the Participant (including, without limitation, future cash wages).impact.

Any issuance of Common Stock pursuant to the exercise of an Option or payment of any other Award under the Plan shall not deliverbe made until appropriate arrangements satisfactory to the Company have been made for the payment of any income and employment tax amounts (federal, state, local or other) that may be required to be withheld or paid by the Company with respect thereto. In addition, on the occurrence of an event with respect to an Award that requires the Company to withhold taxes, the Participant shall make arrangements satisfactory to the Company whereby such taxes may be paid. Such arrangements may, at the discretion of the Committee, include allowing the person to tender to the Company shares of Common Stock in respect ofowned by the exercise of any Option unless and until the Participant has made satisfactory arrangementsperson, or to satisfy all applicable tax withholding obligations. Unless the Participant pays the tax withholding obligations torequest the Company by cash or check in connection with the exercise of the Option, tax withholding may be effected, at the Company’s option, by withholding Common Stock issuable in connection with the exercise of the Option (provided thatto withhold shares of Common Stock may be withheld onlythat otherwise would have been acquired pursuant to the extent that such tax withholding will not result in adverse accounting treatment for the Company). The Participant acknowledges that the Company shall have the right to deduct any taxes required to be withheld by law in connection withAward, whether through the exercise of thean Option from any amounts payable by itor as a distribution pursuant to the Participant (including, without limitation, futureAward, together with payment of any remaining portion of such tax amounts in cash wages).or by check payable and acceptable to the Company.

Tax Withholding. Participant agrees to make appropriate arrangements with the Company shall not deliver shares(or the Parent or Subsidiary employing or retaining Participant) for the satisfaction of Common Stock in respect of the exercise of any Option unlessall Federal, state, local and until the Participant has made satisfactory arrangements to satisfy all applicableforeign income and employment tax withholding obligations. Unless the Participant pays the tax withholding obligationsrequirements applicable to the Company by cash or check in connection with the exercise of the Option, tax withholding may be effected, at the Company’s option, by withholding Common Stock issuable in connection with the exercise of the Option (provided that shares of Common Stock may be withheld only to the extent that such tax withholding will not result in adverse accounting treatment for the Company). Theexercise. Participant acknowledges and agrees that the Company shall have the rightmay refuse to deduct any taxes required to be withheld by law in connection withhonor the exercise and refuse to deliver the Shares if such withholding amounts are not delivered at the time of the Option from any amounts payable by it to the Participant (including, without limitation, future cash wages).exercise.

Optionee may not deliver shares of Common Stock in respect ofexercise the exercise of any Option unless and until the Participant has made satisfactory arrangements to satisfy all applicable tax withholding obligations. Unless the Participant pays the tax withholding obligations toof the Company by cash and/or check in connection with theany Subsidiary are satisfied. Accordingly, Optionee may not be able to exercise of the Option, tax withholding may be effected, at the Company’s option, by withholding Common Stock issuable in connection with the exercise of the Option (provided that shares of Common Stock may be withheld only towhen desired even though the extent that such tax withholding will not result in adverse accounting treatment for the Company). The Participant acknowledges thatOption is vested, and the Company shall have the rightno obligation to deduct any taxes required to be withheld by law in connection with the exercise of the Option from any amounts payable by it to the Participant (including, without limitation, future cash wages).issue a certificate for such Common Stock.

Withholding. As a condition to the issuance of any shares of Common Stock in respect of the exercise of any Option unless and until the Participant has made satisfactory arrangements to satisfy all applicable tax withholding obligations. Unless the Participant pays the tax withholding obligationssubject to the Option, the Company by cashmay withhold, or check in connection withrequire the exercise ofOptionee to pay or reimburse the Option, tax withholding may be effected, at the Company’s option, by withholding Common Stock issuable in connection with the exercise of the Option (provided that shares of Common Stock may be withheld only to the extent that such tax withholding will not result in adverse accounting treatment for the Company). The Participant acknowledgesCompany for, any taxes that the Company shall have the right to deduct any taxesdetermines are required to be withheld byunder federal, state or local law in connection with the exercise of the Option from any amounts payable by it to the Participant (including, without limitation, future cash wages).Option.