On each vesting date, and on or before the time you receive a distribution of the shares of Common Stock in respect of your Restricted Stock Units, and at any other time as reasonably requested by the Company in accordance with applicable tax laws, you hereby authorize any required withholding from the Common Stock issuable to you and/or otherwise agree to make adequate provision, including in cash, for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or any Affiliate that arise in connection with your Award (the “Withholding Obligation”).

On each vesting date, and on or before the time you receive a distribution of the shares of Common Stock in respect ofunderlying your Restricted Stock Units, and at any other time as reasonably requested by the Company in accordance with applicable tax laws, you hereby authorize any required withholding from the Common Stock issuable to you and/or otherwise agree to make adequate provision, includingprovision in cash,cash for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or any Affiliate that arise in connection with your Award (the “Withholding Obligation”“Withholding Taxes”). Additionally, the Company or any Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to your Award by any of the following means or by a combination of such means: # withholding from any compensation otherwise payable to you by the Company; # causing you to tender a cash payment; # permitting or requiring you to enter into a “same day sale” commitment, if applicable, with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby you irrevocably elect to sell a portion of the shares to be delivered in connection with your Restricted Stock Units to satisfy the Withholding Taxes and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Taxes directly to the Company and/or its Affiliates; or # withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to you in connection with the Award with a Fair Market Value (measured as of the date shares of Common Stock are issued to pursuant to [Section 6]) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares of Common Stock so withheld will not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and provided, further, that to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable, such share withholding procedure will be subject to the express prior approval of the Company’s Compensation Committee.

By accepting this Award, you acknowledge and onagree that the Company or beforeany Affiliate may, in its sole discretion, satisfy all or any portion of the timeWithholding Obligation relating to your Restricted Stock Units by any of the following means or by a combination of such means: # causing you receive a distributionto pay any portion of the Withholding Obligation in cash; # withholding from any compensation otherwise payable to you by the Company; # withholding shares of Common Stock from the shares of Common Stock in respect of your Restricted Stock Units, and at any other time as reasonably requested by the Company in accordance with applicable tax laws, you hereby authorize any required withholding from the Common Stockissued or otherwise issuable to you and/or otherwise agreein connection with the Award with a Fair Market Value (measured as of the date shares of Common Stock are issued pursuant to make adequate provision, including in cash, for any sums required[Section 6]) equal to the amount of such Withholding Obligation; provided, however, that the number of such shares of Common Stock so withheld will not exceed the amount necessary to satisfy the Withholding Obligation using the maximum statutory withholding rates for federal, state, local and foreign tax withholding obligationspurposes, including payroll taxes, that are applicable to supplemental taxable income; and provided, further, that to the extent necessary to qualify for an exemption from application of Section 16(b) of the CompanyExchange Act, if applicable, such share withholding procedure will be subject to the express prior approval of the Board or any Affiliatethe Company’s Compensation Committee; and/or # permitting or requiring you to enter into a “same day sale” commitment, if applicable, with a broker-dealer that ariseis a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”), pursuant to this authorization and without further consent, whereby you irrevocably elect to sell a portion of the shares to be delivered in connection with your Award (the “Withholding Obligation”).Restricted Stock Units to satisfy the Withholding Obligation and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Obligation directly to the Company and/or its Affiliates. Unless the Withholding Obligation is satisfied, the Company shall have no obligation to deliver to you any Common Stock or any other consideration pursuant to this Award.

To the extent that the receipt, vesting date, and on or before the time you receive a distributionsettlement of the shares of Common Stock in respect of your Restricted Stock Units, and at anyor other time as reasonably requested byevent, results in income to you for federal, state or local income tax purposes, you shall deliver to the Company in accordance with applicable tax laws, you hereby authorize any required withholding fromat the Common Stock issuable to you and/or otherwise agree to make adequate provision, including in cash, for any sums required to satisfy the federal, state, local and foreign tax withholding obligations oftime the Company or any Affiliate that ariseis obligated to withhold taxes in connection with yoursuch receipt, vesting, settlement or other event, as the case may be, such amount as the Company requires to meet its withholding obligation under applicable tax laws or regulations, and if you fail to do so, the Company has the right and authority to deduct or withhold from amounts payable to you under this Award (the “Withholding Obligation”).or other compensation payable to you an amount sufficient to satisfy its withholding obligations.

Whenever any Restricted Stock becomes vested under the terms of this Agreement, you must remit, on or beforeprior to the time you receive a distributiondue date thereof, the minimum amount necessary to satisfy all of the shares of Common Stock in respect of your Restricted Stock Units,federal, state and at any other time as reasonably requested bylocal withholding (including FICA) tax requirements imposed on the Company in accordance with applicable(or the Affiliate that employs you) relating to your Shares. The Committee may require you to satisfy these minimum withholding tax laws, you hereby authorizeobligations by any required withholding(or a combination) of the following means: # a cash, check, or wire transfer; # authorizing the Company to withhold from the Common Stock issuableShares otherwise deliverable to you and/as a result of the vesting of the Restricted Stock, a number of Shares having a Fair Market Value, as of the date the withholding tax obligation arises, less than or otherwise agreeequal to make adequate provision, includingthe amount of the withholding obligation; or # in cash, for any sums required to satisfy the federal, state, local and foreign tax withholding obligationsunencumbered shares of the Company or any Affiliate that arise in connection with your Award (the “Withholding Obligation”).common stock, which have been held for at least six months.

. To the extent that the vesting date, and on or before the time you receive a distribution of the sharesPerformance-Based Restricted Stock Units or the receipt of Common Stock or dividend equivalents results in respect of your Restricted Stock Units, and at any other time as reasonably requested bya requirement to withhold taxes for federal or state tax purposes, Employee shall deliver to the Company in accordance withat the time of such vesting or receipt, as the case may be, such amount of money as the Company may require, or make other adequate arrangements satisfactory to the Company, at its discretion, to meet the Company’s obligations under applicable tax laws, you hereby authorize any required withholding fromlaws or regulations. Employee also authorizes the Common Stock issuable to you and/or otherwise agree to make adequate provision, including in cash, for any sums requiredCompany to satisfy the federal, state, local and foreignall tax withholding obligations of the Company from his or any Affiliateher wages or other cash compensation payable to Employee by the Company. Subject to the following sentence, the Company, in its sole discretion, may also provide for the withholding of applicable taxes from the proceeds of the sale of shares acquired upon vesting of the Performance-Based Restricted Stock Units, either through a voluntary sale or through a mandatory sale arranged by the Company (on Employee’s behalf pursuant to this authorization). Notwithstanding the foregoing, if requested by Employee, and if the Board consents, the Company shall withhold shares of Common Stock that arisewould otherwise be issued upon vesting of the Performance-Based Restricted Stock Units to cover applicable withholding taxes, equal to the greatest number of whole shares having a Fair Market Value on the date immediately preceding the date on which the applicable tax liability is determined not in connectionexcess of the minimum amount required to satisfy the statutory withholding tax obligations with your Award (the “Withholding Obligation”).respect to such Performance-Based Restricted Stock Units, or such greater amount as may be permitted under the Plan that does not exceed the maximum amount that would be permitted in order for the Performance-Based Restricted Stock Units to be accounted for as equity awards under Accounting Standards Codification (ASC) Topic 718. The Company may refuse to issue or deliver the shares of Common Stock unless all withholding taxes that may be due as a result of this award have been paid.

Section # Tax Withholding. The Company shall have the right to require the Grantee to remit to the Company an amount necessary to satisfy any federal, state and local withholding tax requirements attributable to the vesting date, and on or before the time you receive a distributionpayment of the shares of Common Stock in respect of your Restricted Stock Units, and at any other time as reasonably requested byUnits prior to the Company in accordance with applicable tax laws, you hereby authorize any required withholdingdelivery of the Distributed Shares, or may withhold from the CommonDistributed Shares an amount of Stock issuablehaving a Fair Market Value equal to you and/such federal, state or otherwise agree to make adequate provision, including in cash, for any sumslocal taxes as shall be required to satisfy the federal, state, local and foreign tax withholding obligations of the Companybe withheld pursuant to any applicable law or any Affiliate that arise in connection with your Award (the “Withholding Obligation”).regulation.

Withholding. Upon the time you receive a distributionVesting of theany shares of CommonRestricted Stock, the Company shall withhold an amount sufficient to satisfy any federal, state and local tax withholding requirements in the form of shares of Stock, unless the Participant makes alternate withholding arrangements with the Company. The Company shall withhold a number of shares that is sufficient to cover the minimum required tax withholdings due on exercise, based on the Fair Market Value of Stock in respect of yourupon the date that Restricted Stock Units, and at any other time as reasonably requested by the Company in accordance with applicable tax laws, you hereby authorize any required withholding from the Common Stock issuable to you and/or otherwise agree to make adequate provision, including in cash, for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or any Affiliate that arise in connection with your Award (the “Withholding Obligation”).becomes vested.

The Employee hereby authorizes withholding from payroll and on or before the time you receive a distribution of the shares of Common Stock in respect of your Restricted Stock Units, and at any other timeamounts payable to the Employee, as reasonably requested by the Company in accordance withpermitted under applicable tax laws, you hereby authorize any required withholding from the Common Stock issuable to you and/orlaw, and otherwise agreeagrees to make adequate provision, including in cash,provision for any sums required to satisfy the federal, state, local and foreign taxany withholding obligations of the Company or any Affiliate thatobligation for Tax Related Items, which arise in connection with your Award (the “Withholding Obligation”).the Restricted Stock Units, including, without limitation, obligations arising upon # the grant or vesting of the Restricted Stock Units, or # the issuance of shares of Common Stock. ​ shall have no obligation to issue the shares of Common Stock until the withholding obligations of ​ or the Employer for Tax-Related Items have been satisfied by the Employee. Unless otherwise prohibited under applicable law, ​ may withhold a number of whole shares of Common Stock (rounded up to the nearest whole share) otherwise deliverable to the Employee in settlement of the Restricted Stock Unit award to satisfy all or any portion of ​’s or the Employer’s withholding obligation for Tax-Related Items. If the Employee is subject to taxation in more than one jurisdiction, the Employee acknowledges that ​, the Employer or another Affiliate may be required to withhold or account for Tax-Related Items in more than one jurisdiction.