Income Taxes. The Grantee shall notify the Company immediately of any election made with respect to this Agreement under Section 83(b) of the Internal Revenue Code of 1986, as amended. Upon vesting and delivery of Awarded Shares to the Grantee, the Company shall have the right to withhold from any such distribution, in order to meet the Company’s obligations for the payment of withholding taxes, shares of Stock with a Fair Market Value equal to the minimum statutory withholding for taxes (including federal and state income taxes and payroll taxes applicable to the supplemental taxable income relating to such distribution) and any other tax liabilities for which the Company has an obligation relating to such distribution.

If the Grantee shall notify the Company immediately of anymakes an election made with respect to this Agreement under Section 83(b) of the Internal Revenue Code of 1986, as amended. Upon vesting and delivery of Awarded Shareswith respect to the Grantee,Award, the Award made pursuant to this Agreement shall be conditioned upon the prompt payment to the Company of any applicable withholding obligations or withholding taxes by the Grantee (“Withholding Taxes”). Failure by the Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be immediately cancelled. If the Grantee does not make an election under Section 83(b) of the Code with respect to the Award, upon the lapse of the Restricted Period with respect to any portion of Restricted Shares (or property distributed with respect thereto), the Company shall havesatisfy the right to withhold from any such distribution, in order to meet the Company’s obligationsrequired Withholding Taxes as set forth by Internal Revenue Service guidelines for the paymentemployer’s statutory withholding obligations with respect to Grantee and issue vested shares to the Grantee without restriction. The Company shall satisfy the required Withholding Taxes by taking such action as it deems appropriate, including (a) by withholding from the Shares included in the Award that number of withholding taxes,whole shares necessary to satisfy such taxes as of Stockthe date the restrictions lapse with arespect to such Shares based on the Fair Market Value equalof the Shares, (b) by receiving a cash payment from Grantee, or (c) by withholding from other wages otherwise payable to Grantee. No Shares shall be released to the minimum statutory withholding for taxes (including federalGrantee unless and state income taxes and payroll taxes applicable to the supplemental taxable income relating tountil such distribution) and any other tax liabilities for whichWithholding Taxes have been satisfied as determined by the Company has an obligation relating to such distribution.in its sole discretion.

Withholding of Taxes. TheAs a condition of making any payments or issuing any shares upon vesting of the Restricted Stock Units, Grantee or other person entitled to such Shares or other payment shall notify the Company immediately ofpay any election madesums required to be withheld by federal, state, local, or other applicable tax law with respect to this Agreement under Section 83(b)such vesting or payment. In accordance with any procedures established by the Committee, Grantee may satisfy any required withholding payments in cash or Shares (including the surrender of Shares held by Grantee or those that would otherwise be issued in settlement of the Internal Revenue CodeAward). Any surrendered or withheld Shares will constitute satisfaction of 1986, as amended. Upon vesting and delivery of Awarded Sharesany required tax withholding to the Grantee, the Company shall have the right to withhold from any such distribution, in order to meet the Company’s obligations for the paymentextent of withholding taxes, shares of Stock with atheir Fair Market Value equal to the minimum statutory withholding for taxes (including federal and state income taxes and payroll taxes applicable to the supplemental taxable income relating to such distribution) and any other tax liabilities for which the Company has an obligation relating to such distribution.Value.

Withholding Taxes. The Grantee shall notifyTo the extent that the Company immediatelyis required to withhold federal, state, local or foreign taxes or other amounts in connection with the delivery to Grantee of shares of Common Stock or any election madeother payment to Grantee or any other payment or vesting event under this Agreement, and the amounts available to the Company for such withholding are insufficient, it shall be a condition to the obligation of the Company to make any such delivery or payment that Grantee make arrangements satisfactory to the Company for payment of, the balance of such taxes or other amounts required to be withheld, as described more fully below. The Company shall satisfy such withholding requirement by retaining a portion of the shares of Common Stock to be delivered to Grantee. With prior approval by the Committee, Grantee may elect that all or any part of such withholding requirement be satisfied by other means, including by delivering to the Company other shares of Common Stock held by Grantee (or proceeds from the sale thereof) or cash. Any shares of Common Stock used for withholding hereunder will be valued at an amount equal to the Market Value per Share of such shares of Common Stock on the date of payment pursuant to [Section 5] hereof. In no event will the amount that is withheld pursuant to this [Section 9] to satisfy applicable withholding taxes exceed the maximum statutory tax rates applicable with respect to this Agreement under Section 83(b)Grantee. For purposes of clarity, any FICA obligations due upon vesting of the Internal Revenue Code of 1986, as amended. Upon vesting and delivery of Awarded Sharesdeferred PIP award(s) prior to the Grantee, the Company shall have the rightgrant of these DSUs were to withhold from any such distribution, in order to meet the Company’s obligations for the payment of withholding taxes, shares of Stock with a Fair Market Value equalbe satisfied through payroll deductions pursuant to the minimum statutory withholding for taxes (including federal and state income taxes and payroll taxes applicable to the supplemental taxable income relating to such distribution) and any other tax liabilities for which the Company has an obligation relating to such distribution.terms of Grantee’s completed deferral election form(s).

Withholding of Taxes. The Company shall have the right to deduct from any distribution of cash to any Grantee shall notifyan amount equal to the Company immediately of any election madefederal, state and local income taxes and other amounts required by law to be withheld with respect to this Agreement under Section 83(b) of the Internal Revenue Code of 1986, as amended. Upon vesting and delivery of Awarded Sharesany Option or Award. Notwithstanding anything to the Grantee,contrary contained herein, if a Grantee is entitled to receive Shares upon exercise of an Option or pursuant to an Award, the Company shall have the right to require such Grantee, prior to the delivery of such Shares, to pay to the Company the amount of any federal, state or local income taxes and other amounts which the Company is required by law to withhold. A Grantee who is an Eligible Employee may be permitted, in the Committee’s discretion, to satisfy any amounts required to be withheld by the Company under applicable federal, state and local tax laws in effect from time to time, by electing to have the Company withhold from any such distribution, in ordera portion of the Shares to meet the Company’s obligationsbe delivered for the payment of withholding taxes, sharessuch taxes. The Agreement evidencing any Incentive Stock Options granted under this Plan shall provide that if the Grantee makes a disposition, within the meaning of Section 424(c) of the Code and regulations promulgated thereunder, of any Share or Shares issued to him or her pursuant to his or her exercise of the Incentive Stock with a Fair Market Value equalOption within the two-year period commencing on the day after the date of grant of such Option or within the one-year period commencing on the day after the date of transfer of the Share or Shares to the minimum statutory withholding for taxes (including federal and state income taxes and payroll taxes applicableGrantee pursuant to the supplemental taxable income relating toexercise of such distribution) and any other tax liabilities for whichOption, he or she shall, within ten (10) days of such disposition, notify the Company has an obligation relating to such distribution.thereof.