TAX WITHHOLDING. Each Grantee shall, no later than the date as of which the value of any Grant first becomes includable in the gross income of the Grantee for federal income tax purposes, pay to the Company, or make arrangements satisfactory to the Company regarding payment of any federal, state or local taxes of any kind that are required by law to be withheld with respect to such income. A Grantee may elect to have such tax withholding satisfied, in whole or in part, by # authorizing the Company to withhold a number of Shares to be issued pursuant to a Grant equal to the Fair Market Value as of the date withholding is effected that would satisfy the withholding amount due, # transferring to the Company Shares owned by the Grantee with a Fair Market Value equal to the amount of the required withholding tax, or # in the case of a Grantee who is an Employee of the Company at the time such withholding is effected, by withholding from the Grantee's cash compensation. Notwithstanding anything contained in the Plan to the contrary, the Grantee's satisfaction of any tax-withholding requirements imposed by the Committee shall be a condition precedent to the Company's obligation as may otherwise by provided hereunder to provide Shares to the Grantee, and the failure of the Grantee to satisfy such requirements with respect to a Grant shall cause such Grant to be forfeited.

Tax Withholding. The Grantee shall, no later thanhereby agrees to make appropriate arrangements with the dateCompany for such income and employment tax withholding as of which the value of any Grant first becomes includable in the gross incomemay be required of the Grantee for federal income tax purposes, pay toCompany under applicable United States federal, state, local law or foreign law on account of the Company, or make arrangements satisfactory to the Company regarding payment of any federal, state or local taxes of any kind that are required by law to be withheld with respect to such income. AGrantee’s rights under this Agreement. The Grantee may elect to have such taxsatisfy any withholding satisfied,obligation, in whole or in part, by electing # authorizingto make a payment to the Company in cash, by check, electronic funds transfer or by other instrument acceptable to the Company, # to deliver to the Company a number of already-owned Shares having a value not greater than the amount required to be withheld (such number may be rounded up to the next whole share) as may be permitted pursuant to written policies or rules adopted by the Committee and in effect at the time of exercise, or # by any combination of [(i) and (ii)])]. In addition, the Committee may also permit, in its sole discretion and in accordance with such policies and rules as it deems appropriate, the Grantee to have the Company withhold a number of Shares towhich would otherwise be issued pursuant to this Agreement having a Grant equalvalue not greater than the amount required to be withheld (such number may be rounded up to the next whole share). The value of Shares to be withheld or delivered (as may be permitted by the Committee) shall be based on the Fair Market Value of a Share as of the date withholding is effected that would satisfy the withholding amount due, # transferring to the Company Shares owned by the Grantee with a Fair Market Value equal to the amount of the required withholding tax, or # in the case of a Grantee who is an Employee of the Company at the time suchtax withholding is effected, by withholding from the Grantee's cash compensation. Notwithstanding anything contained in the Plan to the contrary, the Grantee's satisfactiondetermined. For avoidance of any tax-withholding requirements imposed bydoubt, the Committee shall be a condition precedentmay change its policies and rules for tax withholding in its sole discretion from time to the Company's obligation as may otherwise by provided hereunder to provide Shares to the Grantee, and the failure of the Grantee to satisfy such requirements with respect to a Grant shall cause such Grant to be forfeited.time for any reason.

The Company or an Affiliate, as the date as of whichcase may be, shall have the valueright to deduct from payments of any Grant first becomes includable in the gross income of thekind otherwise due to a Grantee for federal income tax purposes, pay to the Company, or make arrangements satisfactory to the Company regarding payment of any federal, state or local taxes of any kind that are required by law to be withheld with respect to the vesting of or other lapse of restrictions applicable to an Award or upon the issuance of any shares of Stock upon the exercise of an Option or pursuant to any other Award. At the time of such income. Avesting, lapse or exercise, the Grantee shall pay in cash to the Company or an Affiliate, as the case may be, any amount that the Company or such Affiliate may reasonably determine to be necessary to satisfy such withholding obligation; provided that if there is a same-day sale of shares of Stock subject to an Award, the Grantee shall pay such withholding obligation on the day on which such same-day sale is completed. Subject to the prior approval of the Company or an Affiliate, which may be withheld by the Company or such Affiliate, as the case may be, in its sole discretion, the Grantee may elect to havesatisfy such tax withholding satisfied,obligation, in whole or in part, # by # authorizingcausing the Company or such Affiliate to withhold a numbershares of SharesStock otherwise issuable to be issued pursuantthe Grantee or # by delivering to a Grant equal to the Company or such Affiliate shares of Stock already owned by the Grantee. The shares of Stock so withheld or delivered shall have an aggregate Fair Market Value equal to such withholding obligation. The Fair Market Value of the shares of Stock used to satisfy such withholding obligation shall be determined by the Company or such Affiliate as of the date on which the amount of tax to be withheld is to be determined. A Grantee who has made an election pursuant to this [Section 18.3] may satisfy such Grantee’s withholding is effectedobligation only with shares of Stock that wouldare not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements. The maximum number of shares of Stock that may be withheld from any Award to satisfy any federal, state or local tax withholding requirements upon the withholding amount due, # transferringexercise, vesting or lapse of restrictions applicable to the Company Shares owned by the Grantee withany Award or payment of shares of Stock pursuant to such Award, as applicable, may not exceed such number of shares of Stock having a Fair Market Value equal to the minimum statutory amount required by the Company or the applicable Affiliate to be withheld and paid to any such federal, state or local taxing authority with respect to such exercise, vesting, lapse of restrictions or payment of shares of Stock. Notwithstanding the immediately prior sentence, the Committee, subject to its having considered the applicable accounting impact of any such determination, may allow Grantees to satisfy, in whole or in part, any additional income, employment and/or other applicable taxes payable by them with respect to an Award by electing to have the Company withhold upon the exercise, vesting or lapse of restrictions applicable to any Award or payment of shares of Stock pursuant to such Award, as applicable, shares of Stock having an aggregate Fair Market Value that is greater than the applicable minimum statutory amount (but such withholding may in no event be in excess of the maximum statutory withholding amounts in relevant tax jurisdictions). Notwithstanding [Section 2.22] or this [Section 18.3], for purposes of determining taxable income and the amount of the requiredrelated tax withholding tax,obligation pursuant to this [Section 18.3], for any shares of Stock subject to an Award that are sold by or # in the caseon behalf of a Grantee who is an Employeeon the same date on which such shares may first be sold pursuant to the terms of the Company atrelated Award Agreement, the timeFair Market Value of such withholding is effected, by withholding from the Grantee's cash compensation. Notwithstanding anything contained in the Plan to the contrary, the Grantee's satisfaction of any tax-withholding requirements imposed by the Committeeshares shall be a condition precedent to the Company's obligationsale price of such shares on such date (or if sales of such shares are effectuated at more than one sale price, the weighted average sale price of such shares on such date), so long as may otherwise bysuch Grantee has provided hereunder to provide Shares to the Grantee, and the failureCompany, or its designee or agent, with advance written notice of the Grantee to satisfy such requirements with respect to a Grant shall cause such Grant to be forfeited.sale.

The Company shall have the date asright, but not the obligation, to deduct from any settlement of whicha Grant, including the valuedelivery or vesting of any Grant first becomes includable in the gross income of the GranteeShares or dividend equivalents, an amount sufficient to cover withholding required by law for federal income tax purposes, pay to the Company, or make arrangements satisfactory to the Company regarding payment of any federal, state or local taxes ofor to take such other action as may be necessary to satisfy any kind that are required by law to be withheldwithholding obligations. The Committee, in its discretion and consistent with respect to such income. A GranteeApplicable Laws, may elect to have such tax withholding satisfied, in whole or in part, by # authorizing the Company to withhold a number ofpermit Shares to be issued pursuantused to a Grant equal tosatisfy required tax withholding, and such shares shall be valued at the Fair Market Value as of the settlement date withholding is effected that would satisfyof the withholding amount due, # transferring to the Company Shares owned by the Grantee with aapplicable Grant. The Fair Market Value equalof any shares of Common Stock withheld or tendered to satisfy any such tax withholding obligations shall not exceed the amount of the required withholding tax, or # in the case of a Grantee who is an Employee of the Company at the time such withholding is effected, by withholding from the Grantee's cash compensation. Notwithstanding anything contained in the Plan to the contrary, the Grantee's satisfaction of any tax-withholding requirements imposeddetermined by the Committee shall be a condition precedent to the Company's obligation as may otherwise by provided hereunder to provide Shares to the Grantee, and the failure of the Grantee to satisfy such requirements with respect to a Grant shall cause such Grant to be forfeited.applicable minimum statutory withholding rates.

5 Withholding Taxes. To the date as of whichextent that the value of​ is required to withhold federal, state, local or foreign taxes or other amounts in connection with any Grant first becomes includable in the gross income ofpayment made to or benefit realized by the Grantee for federal income tax purposes, payunder this Agreement, and the amounts available to the Company,​ for such withholding are insufficient, it shall be a condition to the receipt of such payment or the realization of such benefit that the Grantee make arrangements satisfactory to the Company regarding​ for payment of any federal, statethe balance of such taxes or local taxes of any kind that areother amounts required by law to be withheld with respect to such income. A Grantee may elect to have such tax withholding satisfied, in whole or in part, by # authorizingwithheld. If the Company to withhold a number of SharesGrantee’s benefit is to be issued pursuant to a Grant equal toreceived in the Fair Market Value asform of the date withholding is effected that would satisfy the withholding amount due, # transferring to the Company Shares ownedCommon Shares, then, if so permitted by the Grantee withCommittee, the ​ may withhold Common Shares having a Fair Market Valuevalue equal to the amount required to be withheld. The Common Shares used for tax or other withholding will be valued at an amount equal to the fair market value of such Common Shares on the date the benefit is to be included in the Grantee’s income. Unless otherwise determined by the Committee, the market value of Common Shares to be withheld pursuant to this [Section 5] to satisfy applicable withholding taxes or other amounts will not exceed the minimum amount of taxes required to be withheld. The Committee may, at its discretion, adopt any alternative method of providing for taxes to be withheld. Notwithstanding the foregoing, in no event shall the ​ be required to withhold or accept Common Shares for payment of any taxes if, in the good faith determination of the required withholding tax, or # in the case of a Grantee who is an Employee of the Company at the timeCommittee, such withholding is effected, by withholding from the Grantee's cash compensation. Notwithstanding anything contained in the Plan to the contrary, the Grantee's satisfaction of any tax-withholding requirements imposed by the Committee shall be a condition precedent to the Company's obligation as may otherwise by provided hereunder to provide Shares to the Grantee, and the failure of the Grantee to satisfy such requirements with respect to a Grant shall cause such Grant to be forfeited.NAI-1534978711v2