Stock Settlement. If the RSUs and any Dividend Equivalents are settled in shares of Stock and the Grantee is not subject to the short-swing profit rules of [Section 16(b)] of the 1934 Act, the Grantee authorizes the Company to satisfy the obligations with regard to all Tax-Related Items by withholding shares of Stock that would otherwise be issued upon settlement of the RSUs and any Dividend Equivalents. Alternatively, or in addition, the Grantee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to Tax-Related Items by one or a combination of the following: # withholding from proceeds of the sale of shares of Stock acquired upon settlement of the RSUs and any Dividend Equivalents, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization); or # withholding from the Grantee’s wages or other cash compensation paid to the Grantee by the Company and/or the Employer. If the RSUs and any Dividend Equivalents are settled in shares of Stock and the Grantee is subject to the short-swing profit rules of [Section 16(b)] of the 1934 Act, the Company will withhold shares of Stock upon the relevant tax withholding event, unless the use of such withholding method is prevented by applicable law or has materially adverse accounting or tax consequences, in which case, the withholding obligation for any Tax Related Items may be satisfied by one or a combination of methods [(A) and (B) above].

StockCash Settlement. If the RSUs and any Dividend Equivalents are settled in shares of Stock and the Grantee is not subject to the short-swing profit rules of [Section 16(b)] of the 1934 Act, the Grantee authorizes the Company to satisfy the obligations with regard to all Tax-Related Items by withholding shares of Stock that would otherwise be issued upon settlement of the RSUs and any Dividend Equivalents. Alternatively, or in addition,cash, the Grantee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard toany obligation for Tax-Related Items by one or a combination of the following: # withholding from proceeds of the sale of shares of Stock acquired uponcash amount paid to the Grantee in settlement of the RSUs and any Dividend Equivalents, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization); or # withholding from the Grantee’s wages or other cash compensation paid to the Grantee by the Company and/or the Employer. If the RSUs and any Dividend Equivalents are settled in shares of Stock and the Grantee is subject to the short-swing profit rules of [Section 16(b)] of the 1934 Act, the Company will withhold shares of Stock upon the relevant tax withholding event, unless the use of such withholding method is prevented by applicable law or has materially adverse accounting or tax consequences, in which case, the withholding obligation for any Tax Related Items may be satisfied by one or a combination of methods [(A) and (B) above].

Stock Settlement. IfTax-Related Items Withholding Procedures. The Grantee authorizes the use of the withholding procedures set forth below in this subsection # to satisfy all Tax-Related Items obligations of the Company and/or the Employer that may arise upon the vesting of the RSUs and any Dividend Equivalents are settledor any other taxable or tax withholding event. In the event that any amount of such Tax-Related Items cannot be satisfied by the means set forth in this [subsection (b)], the Grantee shall be required to pay such amount to the Company or the Employer. The Company shall not be required to issue or deliver the shares of Stock andor the cash equivalent (if applicable) if the Grantee is not subjectfails to comply with his or her obligations in connection with the short-swing profit rules of [Section 16(b)] of the 1934 Act, the Grantee authorizesTax-Related Items. Further, the Company to satisfy the obligations with regard to allmay withhold or account for Tax-Related Items by considering minimum statutory withholding shares of Stock that would otherwise be issued upon settlement of the RSUs and any Dividend Equivalents. Alternatively,amounts or other applicable withholding rates, including maximum applicable rates, in addition,which case the Grantee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to Tax-Related Items by one orwill receive a combinationrefund of the following: # withholding from proceeds of the sale of shares of Stock acquired upon settlement of the RSUsany over-withheld amount in cash and any Dividend Equivalents, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization); or # withholding from the Grantee’s wages or other cash compensation paidwill have no entitlement to the Grantee by the Company and/or the Employer. If the RSUs and any Dividend Equivalents are settled in shares of Stock and the Grantee is subject to the short-swing profit rules of [Section 16(b)] of the 1934 Act, the Company will withhold shares of Stock upon the relevant tax withholding event, unless the use of such withholding method is prevented by applicable law or has materially adverse accounting or tax consequences, in which case, the withholding obligation for any Tax Related Items may be satisfied by one or a combination of methods [(A) and (B) above]. equivalent.

Stock Settlement. If the RSUs and any Dividend Equivalents are settledobligation for Tax-Related Items is satisfied by withholding in shares of Stock andStock, for tax purposes, the Grantee is not subjectdeemed to have been issued the short-swing profit rules of [Section 16(b)] of the 1934 Act, the Grantee authorizes the Company to satisfy the obligations with regard to all Tax-Related Items by withholding shares of Stock that would otherwise be issued upon settlement of the RSUs and any Dividend Equivalents. Alternatively, or in addition, the Grantee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to Tax-Related Items by one or a combination of the following: # withholding from proceeds of the salefull number of shares of Stock acquired upon settlement ofsubject to the vested RSUs and any Dividend Equivalents, either throughnotwithstanding that a voluntary sale or through a mandatory sale arranged bynumber of the Company (on the Grantee’s behalf pursuant to this authorization); or # withholding from the Grantee’s wages or other cash compensation paid to the Grantee by the Company and/or the Employer. If the RSUs and any Dividend Equivalents are settled in shares of Stock andare held back solely for the Grantee is subject topurpose of paying the short-swing profit rules of [Section 16(b)] of the 1934 Act, the Company will withhold shares of Stock upon the relevant tax withholding event, unless the use of such withholding method is prevented by applicable law or has materially adverse accounting or tax consequences, in which case, the withholding obligation for any Tax Tax-Related Items may be satisfied by one or a combination of methods [(A) and (B) above]. Items.