The Participant may be required to remit to the Company, and the Company shall have the right, subject to Code Section 409A, to deduct from any compensation paid to the Participant pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock Units and to take all such other action as the Committee deems necessary to satisfy any obligations for the payment of such withholding taxes.

The Participant mayshall be required to remitpay to the Company,Company or any Affiliate and the Company shall have the right, subjectright and is hereby authorized to Code Section 409A, to deductwithhold, from any Shares or from any compensation paid(including from payroll or any other amounts payable to the Participant pursuant toParticipant) the Plan, the amount (in cash, Shares, or other property) of any required withholding taxes in respect of thethis Restricted Stock UnitsAward, and to take all such other action as may be necessary in the opinion of the Committee deems necessaryor the Company to satisfy anyall obligations for the payment of such withholding taxes.and taxes; provided, however, that no amounts shall be withheld in excess of the Company’s statutory minimum withholding liability.

In accordance with [Section 5(f)] of the Plan, the Company shall have the power and right to deduct or withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy any federal, state, local and other taxes (including the Participant’s payroll tax obligations) required by law to be withheld with respect to this Award. The Participant may be required to remitpay to the Company, andCompany in cash or cash equivalents, either prior to or concurrent with the Company shall have the right, subject to Code Section 409A, to deduct from any compensation paid to the Participant pursuant to the Plan, the amountdelivery of any required withholding taxesShares in respect of any Restricted Share Units that vest, the Restricted Stock Unitsamount required by law to be withheld. The Company may establish other rules and procedures to allow the Participant to satisfy and to take all such other action asfacilitate the Committee deems necessaryrequired tax withholding from time to satisfy any obligations for the payment of such withholding taxes.time.

The Participant mayGrantee shall be required to remitpay to the Company, and the Company shall have the right, subject to Code Section 409A,right to deduct from any compensation paid to the ParticipantGrantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock Units and to take all such other action as the Committee deems necessary to satisfy anyall obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: