Taxes, Transaction Costs and Withholding. The Participant will be solely responsible for the payment of all taxes and transaction costs relating to the granting, vesting and payment of the Award. It will be a condition to the obligation of the Company to issue or transfer shares of Stock or other applicable consideration that the Participant pay to the Company, upon its demand, such amount as may be requested by the Company for the purpose of satisfying its liability to withhold federal, state or local income or other taxes incurred in connection with the Award. If the amount requested is not paid, the Company may refuse to issue or transfer shares of Stock or other applicable consideration to the Participant (or to the Participant’s beneficiary).

Taxes, Transaction Costs and Withholding. The Participant will be solely responsible for the payment of all taxes and transaction costs relating to the granting, vesting and payment of the Award. It will be a condition to the obligation of the Company to issue or transfer shares of Stock or other applicable consideration that the Participant pay to the Company, upon its demand, such amount as may be requested by the Company for the purpose of satisfying its liability to withhold federal, state or local income or other taxes incurred in connection with the Award. If the amount requested is not paid, the Company may refuse to issue or transfer shares of Stock or other applicable consideration to the Participant (or to the Participant’s beneficiary).

Taxes, Transaction Costs and Withholding. The Participant will be solely responsible for the payment of all taxes and transaction costs relating to the granting, vesting and payment of the Award. It will be a condition to the obligation of the Company to issue or transfer shares of Stock or other applicable consideration that the Participant pay to the Company, upon its demand, such amount as may be requested by the Company for the purpose of satisfying its liability to withhold federal, state or local income or other taxes incurred in connection with the Award. If the amount requested is not paid, the Company may refuse to issue or transfer shares of Stock or other applicable consideration to the Participant (or to the Participant’s beneficiary).

Taxes, Transaction Costs and Withholding. TheA Participant will be solely responsible for the payment of all taxes and transaction costs relating to the granting, vestingvesting/earning and payment of thean Award. It will be a condition to the obligation of the Company to issue or transfer shares of Stock or other applicable consideration that the Participant pay to the Company, upon its demand, such amount as may be requested by the Company for the purpose of satisfying its liability to withhold federal, state or local income or other taxes incurred in connection with the Award. If the amount requested is not paid, the Company may refuse to issue or transfer shares of Stock or other applicable consideration to the Participant (or to the Participant’s beneficiary).

Taxes, Transaction Costs and Withholding. The Participant will be solely responsible for the payment of all taxes and transaction costs relating to the granting, vesting and payment of the Award. It will be a condition to the obligation of the Company to issue or transfer shares of Stock or other applicable consideration thatmay require the Participant to pay to the Company, upon its demand, suchCompany the amount as may be requested byof # any taxes that the Company for the purpose of satisfying its liabilityis required by applicable federal, state, local or foreign law to withhold federal, statewith respect to the grant, vesting or local income or other taxes incurred in connection withexercise of an Award (“tax withholding obligations”) and # any amounts due from the Award. If the amount requested is not paid,Participant to the Company may refuseor to any Related Company (“other obligations”). The Company shall not be required to issue or transferany shares of Common Stock or otherwise settle an Award under the Plan until such tax withholding obligations and other applicable consideration to the Participant (or to the Participant’s beneficiary).obligations are satisfied.

Taxes, Transaction CostsTax Liability of the Participant and Withholding.Payment of Taxes. The Participant will be solely responsible for the payment of all taxesacknowledges and transaction costs relating to the granting, vesting and payment of the Award. It will be a condition to the obligation of the Company to issue or transfer shares of Stock or other applicable considerationagrees that the Participant pay to the Company, upon its demand, such amount as may be requested by the Company for the purpose of satisfying its liability to withhold federal, state or localany income or other taxes incurred in connectiondue from the Participant with respect to this Award or the Award. Ifshares of Common Stock to be issued pursuant to this Agreement or otherwise sold shall be the Participant’s responsibility. Without limiting the foregoing, the Participant agrees that if under applicable law the Participant will owe taxes at each vesting date on the portion of the Award then vested the Company shall be entitled to immediate payment from the Participant of the amount requested is not paid,of any tax or other amounts required to be withheld by the Company may refuse to issueby applicable law or transfer shares of Stockregulation. Any taxes or other applicable consideration toamounts due shall be paid, at the Participant (or tooption of the Participant’s beneficiary).Committee as follows:

Taxes, Transaction Costs andTax Withholding. The Participant will be solely responsible for the payment of all taxes and transaction costs relating to the granting, vesting and payment of the Award. It will be a condition to the obligation ofauthorizes the Company to issuededuct, to the extent required by statute or transfer sharesregulation, from payments of any kind due to Participant or anyone claiming through Participant, the amount of the federal, state, local or other taxes relating to any present or future Award under the Plan. This authority shall include authority to withhold or receive Common Stock or other applicable consideration thatproperty and to make cash payments in respect thereof in satisfaction of the Participant payParticipant’s tax obligations. Withholding of taxes in the form of shares of Common Stock from the profit attributable to the Company, upon its demand, such amount as may be requested byAward shall not occur at a rate that exceeds the Company formaximum individual federal and state statutory tax rates in the purpose of satisfying its liability to withhold federal, state or local income or other taxes incurred in connection with the Award. If the amount requested is not paid, the Company may refuse to issue or transfer shares of Stock or other applicable consideration to the Participant (or to the Participant’s beneficiary).jurisdiction.

Taxes, Transaction Costs and Withholding. The Participant will be solely responsible forIn the payment of all taxes and transaction costs relating toevent the granting, vesting and payment of the Award. It will be a condition to the obligationCompany or an Affiliate of the Company is required to issuewithhold any Federal, state or transfer shares of Stocklocal taxes or other applicable consideration thatamounts in respect of any income recognized by a Participant as a result of the grant, 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, upon itsin cash, promptly on demand, such amount as may be requested byor make other arrangements satisfactory to the Company forregarding the purposepayment to the Company of satisfying its liabilitythe 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 withhold federal,satisfy all or a portion of the Federal, state orand local income or other taxes incurredwithholding tax obligations arising in connection with such Award by electing to # have the Award. IfCompany withhold Shares otherwise issuable under the Award, # tender back Shares received in connection with such Award or # deliver other previously owned Shares; provided that the amount requestedto be withheld in 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 not paid,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 refusedefer making payment or delivery under any Award if any such tax may be pending unless and until indemnified to issue or transfer shares of Stock or other applicable consideration to the Participant (or to the Participant’s beneficiary).its satisfaction.