You agree that you are acquiring the Shares of restricted stock for investment purposes and not with a view to the resale or distribution thereof; that the Company may withhold from you any tax which it believes is required to be withheld with respect to any benefit under the Plan or this Agreement, and that you will make appropriate arrangements with the Company for satisfaction of any applicable federal, state or local income tax withholding requirements or like requirements. You may elect, on a tax withholding election form provided by the Company, whether you will # deliver a personal check to the Company no later than three (3) days following each annual vesting date; or # authorize the Company to deduct from your immediately subsequent paycheck following your vesting an amount to satisfy the minimum amount of income and employment tax withholding required upon the vesting date. The issuance of the Shares of restricted stock shall be subject to compliance by the Company and the Award Recipient with all applicable requirements of law relating thereto.

To the extent that the receipt, vesting or settlement of the Restricted Stock Units, or other event, results in income to you for federal, state or local income tax purposes, you shall deliver to the Company at the time the Company is obligated to withhold taxes in connection with such 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 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 prior to the due date thereof, the minimum amount necessary to satisfy all of the federal, state and local withholding (including FICA) tax requirements imposed on the Company (or the Affiliate that employs you) relating to your Shares. The Committee may require you to satisfy these minimum withholding tax obligations by any (or a combination) of the following means: # a cash, check, or wire transfer; # authorizing the Company to withhold from the Shares otherwise deliverable to you 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 equal to the amount of the withholding obligation; or # in unencumbered shares of the Company common stock, which have been held for at least six months.