Income Taxes. The Participant shall pay to the Company promptly upon request, and in any event at the time the Participant recognizes taxable income in respect of the shares of Common Stock received by the Participant upon the conversion of all or a portion of the Participant’s Stock Unit Account, an amount equal to the taxes the Company determines it is required to withhold under applicable tax laws with respect to such shares of Common Stock. Such payment shall be made in the form of cash, the delivery of shares of Common Stock already owned or by withholding such number of actual shares otherwise deliverable pursuant to this Agreement as is equal to the withholding tax due, or in a combination of such methods. In the event that the Participant does not affirmatively instruct the Company ahead of the applicable vesting date that he or she wishes to pay withholding taxes in another manner specified above, the Company shall withhold shares from the settlement of the Award.

Tax Liability of the Participant and Payment of Taxes. The Participant shall pay to the Company promptly upon request,acknowledges and inagrees that any event at the timeincome or other taxes due from the Participant recognizes taxable income inwith respect ofto this Award or the shares of Common Stock received by the Participant upon the conversion of all or a portion of the Participant’s Stock Unit Account, an amount equal to the taxes the Company determines it is required to withhold under applicable tax laws with respect to such shares of Common Stock. Such payment shall be made in the form of cash, the delivery of shares of Common Stock already owned or by withholding such number of actual shares otherwise deliverableissued pursuant to this Agreement as is equal toor otherwise sold shall be the withholding tax due, or in a combination of such methods. InParticipant’s responsibility. Without limiting the event thatforegoing, the Participant does not affirmatively instructagrees that if under applicable law the Company aheadParticipant will owe taxes at each vesting date on the portion of the applicable vesting date that he or she wishes to pay withholding taxes in another manner specified above,Award then vested the Company shall withhold sharesbe entitled to immediate payment from the settlementParticipant of the Award.amount of any tax or other amounts required to be withheld by the Company by applicable law or regulation. Any taxes or other amounts due shall be paid, at the option of the Committee as follows:

Tax Requirements. The Participant is hereby advised to consult immediately with his or her own tax advisor regarding the tax consequences of this Agreement, the method and timing for filing an election to include this Agreement in income under Section 83(b) of the Code, and the tax consequences of such election. By execution of this Agreement, the Participant agrees that if the Participant makes such an election, the Participant shall pay toprovide the Company promptly upon request, andwith written notice of such election in accordance with the regulations promulgated under Section 83(b) of the Code. The Company or, if applicable, any event atSubsidiary (for purposes of this [Section 25], the timeterm “Company” shall be deemed to include any applicable Subsidiary), shall have the right to deduct from all amounts paid in cash or other form in connection with the Plan, any Federal, state, local, or other taxes required by law to be withheld in connection with this Award. The Company may, in its sole discretion, also require the Participant recognizes taxable income in respect of thereceiving shares of Common Stock received byissued under the Participant upon the conversion of all or a portion of the Participant’s Stock Unit Account, an amount equalPlan to the taxespay the Company determines itthe amount of any taxes that the Company is required to withhold under applicable tax lawsin connection with the Participant’s income arising with respect to suchthis Award. Such payments shall be required to be made when requested by Company and may be required to be made prior to the delivery of any certificate representing shares of Common Stock. Such payment shallmay be made in the form of cash,# by the delivery of cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional shares under # below) the required tax withholding obligations of the Company; # if the Company, in its sole discretion, so consents in writing, the actual delivery by the Participant to the Company of shares of Common Stock already ownedStock, other than # Restricted Stock, or by withholding such number of actual shares otherwise deliverable pursuant to this Agreement as is equal to the withholding tax due, or in a combination of such methods. In the event# Common Stock that the Participant has acquired from the Company within six (6) months prior thereto, which shares so delivered have an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares under # below) the required tax withholding payment; # if the Company, in its sole discretion, so consents in writing, the Company’s withholding of a number of shares to be delivered upon the vesting of this Award, which shares so withheld have an aggregate Fair Market Value that equals (but does not affirmatively instructexceed) the required tax withholding payment; or # any combination of [(i), (ii), or (iii)])])]. The Company may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwise paid by the Company ahead ofto the applicable vesting date that he or she wishes to pay withholding taxes in another manner specified above, the Company shall withhold shares from the settlement of the Award.Participant.

Withholding. The Participant shallmust satisfy all applicable federal, state, and local or other income and employment tax withholding obligations before the Company will deliver stock certificates or otherwise recognize ownership of Common Stock under an Award. The Company may decide to satisfy the withholding obligations through additional withholding on salary or wages. If the Company elects not to or cannot withhold from other compensation, the Participant must pay the Company the full amount, if any, required for withholding or have a broker tender to the Company promptly upon request, and in any event at the time the Participant recognizes taxable income in respect of the shares of Common Stock received by the Participant upon the conversion of all or a portion of the Participant’s Stock Unit Account, an amountcash equal to the taxeswithholding obligations. Payment of withholding obligations is due before the Company will issue any shares on exercise, vesting or release from forfeiture of an Award or at the same time as payment of the exercise or purchase price unless the Company determines it is required to withhold under applicableotherwise. If provided for in an Award or approved by the Board in its sole discretion, a Participant may satisfy such tax laws with respect to such shares of Common Stock. Such payment shall be madeobligations in the form of cash, thewhole or in part by delivery (either by actual delivery or attestation) of shares of Common Stock already owned orStock, including shares retained from the Award creating the tax obligation, valued at their Fair Market Value; provided, however, except as otherwise provided by withholding such number of actual shares otherwise deliverable pursuant to this Agreement as is equal to the withholding tax due, or in a combination of such methods. In the eventBoard, that the Participant does not affirmatively instructtotal tax withholding where stock is being used to satisfy such tax obligations cannot exceed the Company ahead of theCompany’s minimum statutory withholding obligations (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income). Shares used to satisfy tax withholding requirements cannot be subject to any repurchase, forfeiture, unfulfilled vesting date that he or she wishes to pay withholding taxes in another manner specified above, the Company shall withhold shares from the settlement of the Award.other similar requirements.

Withholding. The Participant shallmust satisfy all applicable federal, state, and local or other income and employment tax withholding obligations before the Company will deliver stock certificates or otherwise recognize ownership of Common Stock under an Award. The Company may decide to satisfy the withholding obligations through additional withholding on salary or wages. If the Company elects not to or cannot withhold from other compensation, the Participant must pay the Company the full amount, if any, required for withholding or have a broker tender to the Company promptly upon request, and in any event at the time the Participant recognizes taxable income in respect of the shares of Common Stock received by the Participant upon the conversion of all or a portion of the Participant’s Stock Unit Account, an amountcash equal to the taxeswithholding obligations. Payment of withholding obligations is due before the Company will issue any shares on exercise, vesting or release from forfeiture of an Award or at the same time as payment of the exercise or purchase price, unless the Company determines it is required to withhold under applicableotherwise. If provided for in an Award or approved by the Board in its sole discretion, a Participant may satisfy such tax laws with respect to such shares of Common Stock. Such payment shall be madeobligations in the form of cash, thewhole or in part by delivery (either by actual delivery or attestation) of shares of Common Stock already owned orStock, including shares retained from the Award creating the tax obligation, valued at their Fair Market Value; provided, however, except as otherwise provided by withholding such number of actual shares otherwise deliverable pursuant to this Agreement as is equal to the withholding tax due, or in a combination of such methods. In the eventBoard, that the Participant does not affirmatively instructtotal tax withholding where stock is being used to satisfy such tax obligations cannot exceed the Company ahead of theCompany’s minimum statutory withholding obligations (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income). Shares used to satisfy tax withholding requirements cannot be subject to any repurchase, forfeiture, unfulfilled vesting date that he or she wishes to pay withholding taxes in another manner specified above, the Company shall withhold shares from the settlement of the Award.other similar requirements.