You hereby agree to make adequate provision for foreign, federal, state and local taxes and social insurance contributions required by law to be withheld, if any, which arise in connection with the grant or vesting of the Award Shares. The Company shall have the right to deduct from any compensation or any other payment of any kind due you (including withholding the issuance or delivery of shares of common stock or redeeming Award Shares) the amount of any federal, state, local or foreign taxes and social insurance contributions required by law to be withheld as a result of the grant or vesting of the Award Shares in whole or in part.

Withholding. You hereby agreeshall be solely responsible for all applicable foreign, federal, state, and local taxes, including payroll taxes, with respect to the Units and the payment of Common Stock thereunder; provided, however, that at any time the Company is required to withhold any such taxes, you shall pay, or make adequate provision for foreign,arrangements to pay, in a manner satisfactory to the Company, an amount equal to the amount of all applicable federal, state and local or foreign taxes and social insurance contributionsthat the Company is required or permitted to withhold at any time, including, if then permitted by lawthe Company, by electing to be withheld, if any, which arise in connection withreduce the grant or vesting of the Award Shares. The Company shall have the right to deduct from any compensation or any other payment of any kind due you (including withholding the issuance or deliverynumber of shares of common stock or redeemingCommon Stock otherwise then deliverable to you under this Award. The Company will withhold shares otherwise deliverable to you under this Award Shares)to satisfy all applicable employment taxes, as well as income taxes associated with the amountwithholding of any federal, state, local or foreign taxes and social insurance contributions required by lawshares to be withheldsatisfy your employment taxes, that become due as of the Grant Date as a result of the grant or vestingof this Award. With respect to your tax obligations on all subsequent tax dates, unless you have informed the Company of your intent to make alternate arrangements to satisfy your withholding obligations at least 60 days in advance of the applicable tax date (unless otherwise determined by the Company) and at a time when you are not otherwise precluded from trading Common Stock by law, the Company or one of its Affiliates shall have the automatic right to withhold such taxes from any payments that the Company would otherwise make to you (including salary, wages, any expenses reimbursable to you under the Company policies and any other compensation), including, but not limited to, the right to withhold shares otherwise deliverable to you under this Award. The Company will withhold taxes (e.g., federal, state and local taxes, including payroll taxes) in an amount at least equal to the minimum statutory taxes required to be withheld; provided, however, at your advanced election you may request the Company withhold additional amounts up to your maximum statutory individual tax rate in each relevant jurisdiction applicable to you at such time of withholding; and provided, further, that if the shares of Common Stock to be delivered to you under this Award Sharesare required to be retained by you to satisfy stock ownership guidelines, the Company shall withhold taxes in whole oran amount equal to your maximum statutory individual tax rate in part.each relevant jurisdiction applicable to you at such time of withholding, in all cases, so long as the withholdings do not result in this Award being classified as a liability-based award in accordance with applicable accounting standards.

You hereby agree to make adequate provision for foreign, federal, state and local taxes and social insurance contributions required by law to be withheld, if any, which arise in connection with the grantgrant, vesting or vestingother event relating to the Restricted Shares or in connection with the grant, vesting, earning or payment of the Award Shares.Performance Award. To enable the satisfaction of your tax withholding obligations with respect to the Restricted Shares through the delivery of proceeds from the sale of Shares that are issued under this Agreement on the market, you should execute Exhibit A to this Agreement and return it to the Company by the deadline set forth therein; provided that such sale of Shares shall occur only if the Company or its Affiliates do not satisfy applicable tax withholding obligations by withholding the issuance or delivery of Shares hereunder. If you have not timely executed Exhibit A to this Agreement, then you shall, immediately upon notification of the amount of withholding taxes due, if any, in connection with the Restricted Shares, pay to the Company in cash or by check the amount necessary to satisfy any withholding obligations. The Company (and its Affiliates) shall also have the right to deduct from any compensation or any other payment of any kind due you (including withholding the issuance or delivery of shares of common stock or redeeming Award Shares)Shares hereunder) the amount of any federal, state, local or foreign taxes and social insurance contributions required by law to be withheld as a resultin connection with this Agreement; provided, however, that the value of the grantShares withheld or vesting ofredeemed for taxes may not exceed the Awardmaximum statutory rate associated with the transaction with respect to which Shares in wholeare being withheld or in part. redeemed to the extent necessary for the Company to avoid an accounting charge.

YouTax Withholding. Participant hereby agreeagrees to make adequate provision for foreign, federal, state and local taxes and social insurance contributions required by law to be withheld, if any, which arise in connection with the grant or vesting of the AwardRestricted Shares. The Company shall have the right to deduct from any compensation or any other payment of any kind due youto the Participant (including withholding the issuance or delivery of shares of common stockRestricted Stock or redeeming AwardRestricted Shares) the amount of any federal, state, local or foreign taxes and social insurance contributions required by law to be withheld as a result of the grant or vesting of the Restricted Shares, provided, however, that the value of the shares of Restricted Stock withheld or redeemed may not exceed the statutory minimum withholding amount required by law. In lieu of such deduction, the Company may require the Participant make a cash payment to the Company equal to the amount required to be withheld. If the Participant does not make such payment when requested, the Company may refuse to issue any Restricted Stock certificate under this Award Shares in whole or in part.until arrangements satisfactory to the Company for such payment have been made.

You hereby agreeTax Withholding. No later than the date as of which an amount first becomes includible in your gross income for federal, state, local or foreign tax purposes with respect to this Award, you shall pay to the Company, or make adequate provision for foreign, federal, state and local taxes and social insurance contributions required by lawarrangements satisfactory to be withheld, if any, which arise in connection with the grant or vesting ofCompany regarding the Award Shares. The Company shall have the right to deduct from any compensation or any other payment of any kind due you (including withholding the issuance or delivery of shares of common stock or redeeming Award Shares) the amount ofof, any federal, state, local or foreign taxes and social insurance contributionsof any kind required by law to be withheld with respect to such amount. Unless otherwise determined by the Company, withholding obligations may be settled with Common Stock, including Common Stock that is part of this Award that gives rise to the withholding requirement, having a Fair Market Value on the date of withholding equal to the amount required to be withheld for tax purposes, all in accordance with any such procedures as a resultthe Committee may establish. The obligations of the grantCompany under this Agreement shall be conditional on such payment or vestingarrangements, and the Company and its Affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to you. The Committee may establish such procedures as it deems appropriate, including making irrevocable elections, for the settlement of the Award Shares in whole or in part. withholding obligations with Common Stock.

You hereby agreeTax Withholding. To the extent that the receipt, vesting or settlement of this Award results in compensation income or wages to the Participant for federal, state, local and/or foreign tax purposes, the Participant shall make adequate provision for foreign, federal, state and local taxes andarrangements satisfactory to the Company regarding the payment of, any income tax, social insurance contributionscontribution or other applicable taxes that are required by law to be withheld, if any,withheld in respect of this Award, which arise in connection witharrangements include the grantdelivery of cash or vestingcash equivalents, shares of Stock (including previously owned shares of Stock (which is not subject to any pledge or other security interest), net settlement, a broker-assisted sale, or other cashless withholding or reduction of the Award Shares. The Company shall have the rightamount of shares otherwise issuable or delivered pursuant to deduct from any compensationthis Award), other property, or any other paymentlegal consideration the Committee deems appropriate. If such tax obligations are satisfied through net settlement or the surrender of any kind due you (including withholdingpreviously owned shares of Stock, the issuance or deliverymaximum number of shares of common stockStock that may be so withheld (or surrendered) shall be the number of shares of Stock that have an aggregate Fair Market Value on the date of withholding or redeeming Award Shares)surrender equal to the aggregate amount of anysuch tax liabilities determined based on the greatest withholding rates for federal, state, local and/or foreign taxestax purposes, including payroll taxes, that may be utilized without creating adverse accounting treatment for the Company with respect to this Award, as determined by the Committee. Any fraction of a share of Stock required to satisfy such tax obligations shall be disregarded and social insurance contributions required by lawthe amount due shall be paid instead in cash to the Participant. The Participant acknowledges that there may be withheld as a resultadverse tax consequences upon the receipt, vesting or settlement of the grantthis Award or vesting of the Award Shares in whole or in part.

You hereby agreeWithholding. In the event the Company or an Affiliate of the Company is required to make adequate provision for foreign, federal,withhold any Federal, state andor local taxes and social insurance contributions required by law to be withheld, if any, which ariseor other amounts in connection with the grant or vesting of the Award Shares. The Company shall have the right to deduct from any compensation or any other paymentrespect of any kind due you (including withholding the issuance or delivery of shares of common stock or redeeming Award Shares) the amount of any federal, state, local or foreign taxes and social insurance contributions requiredincome recognized by law to be withhelda Participant as a result of the grantgrant, vesting, payment or settlement of an Award or disposition of any Shares acquired under an Award, the Company may deduct (or require an Affiliate to deduct) from any payments of any kind otherwise due the Participant cash, or with the consent of the Administrator, Shares otherwise deliverable or vesting under an Award, to satisfy such tax obligations. Alternatively, the Company may require such Participant to pay to the Company, in cash, promptly on demand, or make other arrangements satisfactory to the Company regarding the payment to the Company of the aggregate amount of any such taxes and other amounts. If Shares are deliverable upon exercise or payment of an Award, the Administrator may permit a Participant to satisfy all or a portion of the Federal, state and local withholding tax obligations arising in connection with such Award by electing to # have the Company withhold Shares otherwise issuable under the Award, # tender back Shares received in wholeconnection with such Award or # deliver other previously owned Shares; provided that the amount to be withheld in part.Shares may not exceed the total maximum statutory tax rates associated with the transaction to the extent needed for the Company to avoid an accounting charge. If an election is provided, the election must be made on or before the date as of which the amount of tax to be withheld is determined and otherwise as the Administrator requires. In any case, the Company may defer making payment or delivery under any Award if any such tax may be pending unless and until indemnified to its satisfaction.