Tax 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 arrangements satisfactory to the Company regarding the payment of, any federal, state, local or foreign taxes of 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 the Committee may establish. The obligations of the Company under this Agreement shall be conditional on such payment or arrangements, 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 withholding obligations with Common Stock.

Tax Withholding. No later than the date as of which an amount relating to any Award under the Plan first becomes includible in your gross income for federal, state, local or foreign tax purposes with respect to this Award, youtaxable, the Participant shall pay to the Company, or make arrangements satisfactory to the CompanyCommittee regarding the payment of, anyat least the minimum federal, state, local and/or foreign taxes and other items of any kind required by law to be withheld with respect to such amount. UnlessSubject to the following sentence and such rules and procedures as the Committee may determine from time to time, unless otherwise determined by the Company,Committee, minimum tax withholding obligations may be settled with Common Stock, including Commonincluding, without limitation, unrestricted Stock previously owned by the Participant or that is part of thiswould otherwise be delivered to or purchased by the Participant in connection with the 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 the Committee may establish. The obligations of the Company under this Agreement shall be conditional on such payment or arrangements, 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 withholding obligations with Common Stock.requirement.

Tax Withholding. No laterShares of Common Stock delivered pursuant to this Award shall be subject to applicable tax withholdings. The Company shall withhold from the delivery of Common Stock pursuant hereto shares having a value equal to the minimum amount of federal, state and other governmental tax withholding requirements (or, if permitted by the Company, and requested by the Employee, at a rate that is higher than the dateminimum statutory withholding rate) related thereto (subject to rounding to a number of whole shares, in such manner as the Company may determine). Such shares shall be valued at their Fair Market Value as of the date on which anthe amount first becomes includible in your gross income for federal, state, local or foreignof tax purposes with respect to this Award, you shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any federal, state, local or foreign taxes of any kind required by law to be withheld with respect tois determined. In lieu of such amount. Unless otherwise determined bywithholding, the Company, withholding obligationsEmployee 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 anyelect, at or before such proceduresdeadline as the CommitteeCompany may establish. The obligations of the Company under this Agreement shall be conditional on such payment or arrangements,specify, and the Company and its Affiliates shall,require as a condition of delivery, that the Employee remit to the extent permitted by law, have the rightadministrator an amount in cash sufficient to deduct anysatisfy 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 oftax withholding obligations with Common Stock.requirements.

Tax Withholding. No later thanParticipant authorizes the date asCompany to deduct, to the extent required by statute or regulation, from payments of which anany kind due to Participant or anyone claiming through Participant, the amount first becomes includible in your gross income forof the federal, state, local or foreignother taxes relating to any present or future Award under the Plan. This authority shall include authority to withhold or receive Common Stock or other property and to make cash payments in respect thereof in satisfaction of the Participant’s tax purposes with respect to this Award, you shall payobligations. Withholding of taxes in the form of shares of Common Stock from the profit attributable to the Company, or make arrangements satisfactory toAward shall not occur at a rate that exceeds the Company regardingmaximum individual federal and state statutory tax rates in the payment of, any federal, state, local or foreign taxes of 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 the Committee may establish. The obligations of the Company under this Agreement shall be conditional on such payment or arrangements, 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 withholding obligations with Common Stock.applicable jurisdiction.

Tax Withholding. No later than the date as of which an amount first becomes includible in your gross income forThe Participant must satisfy all applicable federal, state, and local or foreignother income and employment tax purposes with respectwithholding obligations before the Company will deliver stock certificates or otherwise recognize ownership of Common Stock under an Award. The Company may decide to this Award, you shallsatisfy the withholding obligations through additional withholding on salary or wages. If the Company elects not to or cannot withhold from other compensation, the Participant must pay to the Company,Company the full amount, if any, required for withholding or make arrangements satisfactoryhave a broker tender to the Company regardingcash equal to the withholding obligations. Payment of withholding obligations is due before the Company will issue any shares on exercise, vesting or release from forfeiture of an Award or at the same time as payment of, any federal, state, localof the exercise or foreign taxes of any kind required by law to be withheld with respect to such amount. Unless otherwise determinedpurchase price unless the Company determines otherwise. If provided for in an Award or approved by the Company, withholdingBoard in its sole discretion, a Participant may satisfy such tax obligations may be settled within whole or in part by delivery (either by actual delivery or attestation) of shares of Common Stock, including Common Stock that is part of thisshares retained from the Award that gives rise tocreating the withholding requirement, having atax obligation, valued at their Fair Market ValueValue; provided, however, except as otherwise provided by the Board, that the total tax withholding where stock is being used to satisfy such tax obligations cannot exceed the Company’s minimum statutory withholding obligations (based on the date ofminimum statutory withholding equal to the amount required to be withheldrates for federal and state tax purposes, all in accordance withincluding payroll taxes, that are applicable to such supplemental taxable income). Shares used to satisfy tax withholding requirements cannot be subject to any such procedures as the Committee may establish. The obligations of the Company under this Agreement shall be conditional on such paymentrepurchase, forfeiture, unfulfilled vesting or arrangements, 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 withholding obligations with Common Stock.other similar requirements.

Tax Withholding. No later than the date as of which an amount first becomes includible in your gross income forThe Participant must satisfy all applicable federal, state, and local or foreignother income and employment tax purposes with respectwithholding obligations before the Company will deliver stock certificates or otherwise recognize ownership of Common Stock under an Award. The Company may decide to this Award, you shallsatisfy the withholding obligations through additional withholding on salary or wages. If the Company elects not to or cannot withhold from other compensation, the Participant must pay to the Company,Company the full amount, if any, required for withholding or make arrangements satisfactoryhave a broker tender to the Company regardingcash equal to the withholding obligations. Payment of withholding obligations is due before the Company will issue any shares on exercise, vesting or release from forfeiture of an Award or at the same time as payment of, any federal, state, localof the exercise or foreign taxes of any kind required by law to be withheld with respect to such amount. Unless otherwise determinedpurchase price, unless the Company determines otherwise. If provided for in an Award or approved by the Company, withholdingBoard in its sole discretion, a Participant may satisfy such tax obligations may be settled within whole or in part by delivery (either by actual delivery or attestation) of shares of Common Stock, including Common Stock that is part of thisshares retained from the Award that gives rise tocreating the withholding requirement, having atax obligation, valued at their Fair Market ValueValue; provided, however, except as otherwise provided by the Board, that the total tax withholding where stock is being used to satisfy such tax obligations cannot exceed the Company’s minimum statutory withholding obligations (based on the date ofminimum statutory withholding equal to the amount required to be withheldrates for federal and state tax purposes, all in accordance withincluding payroll taxes, that are applicable to such supplemental taxable income). Shares used to satisfy tax withholding requirements cannot be subject to any such procedures as the Committee may establish. The obligations of the Company under this Agreement shall be conditional on such paymentrepurchase, forfeiture, unfulfilled vesting or arrangements, 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 withholding obligations with Common Stock.other similar requirements.

Tax Withholding. No later thanAny issuance of Common Stock pursuant to the date asexercise of which an amount first becomes includible in your grossOption or payment of any other Award under the Plan shall not be made until appropriate arrangements satisfactory to the Company have been made for the payment of any income for federal,and employment tax amounts (federal, state, local or foreign tax purposesother) that may be required to be withheld or paid by the Company with respect thereto. In addition, on the occurrence of an event with respect to this Award, youan Award that requires the Company to withhold taxes, the Participant shall pay to the Company, or make arrangements satisfactory to the Company regardingwhereby such taxes may be paid. Such arrangements may, at the payment of, any federal, state, local or foreign taxesdiscretion of any kind required by lawthe Committee, include allowing the person to be withheld with respecttender to such amount. Unless otherwise determinedthe Company shares of Common Stock owned by the Company, withholding obligations may be settled with Common Stock, includingperson, or to request the Company to withhold shares of Common Stock that is part of this Award that gives riseotherwise would have been acquired pursuant to the withholding requirement, havingAward, whether through the exercise of an Option or as a Fair Market Value on the date of withholding equaldistribution pursuant to the amount required to be withheld forAward, together with payment of any remaining portion of such tax purposes, allamounts in accordance with any such procedures as the Committee may establish. The obligations of the Company under this Agreement shall be conditional on such paymentcash or arrangements,by check payable and the Company and its Affiliates shall,acceptable 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 withholding obligations with Common Stock.Company.

Tax Withholding. No later thanThe Company may require the date asParticipant to pay to the Company the amount of which an amount first becomes includible in your gross income for# any taxes that the Company is required by applicable federal, state, local or foreign tax purposeslaw to withhold with respect to this Award, you shall pay to the Company,grant, vesting or make arrangements satisfactoryexercise of an Award (“tax withholding obligations”) and # any amounts due from the Participant to the Company regardingor to any Related Company (“other obligations”). The Company shall not be required to issue any shares of Common Stock or otherwise settle an Award under the payment of, any federal, state, local or foreign taxes of any kind required by law to be withheld with respect toPlan until such amount. Unless otherwise determined by the Company,tax 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 the Committee may establish. Theand other obligations of the Company under this Agreement shall be conditional on such payment or arrangements, 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 withholding obligations with Common Stock.are satisfied.