Withholding Taxes. To the extent required by applicable federal, state, local or non-U.S. law, a Participant or such Participant’s successor shall make arrangements satisfactory to the Company for the satisfaction of any withholding tax obligations that arise in connection with the Plan. The Company shall not be required to issue any Shares or make any cash payment under the Plan until such obligations are satisfied.

Withholding Taxes. To the extent required by applicable federal, state, local or non-U.S.foreign law, a Participant or such Participant’shis or her successor shall make arrangements satisfactory to the Company for the satisfaction of any withholding tax obligations that arise in connection with the Plan. The Company shall not be required to issue any Shares or make any cash payment under the Plan until such obligations are satisfied.

Withholding Taxes.Withholding. To the extent required by applicable federal, state, local or non-U.S.foreign law, a Participant or such Participant’s successor shall make arrangements satisfactory to the Company for the satisfactionpayment of any withholding tax obligationsobligations, if any, that arise in connection with the Plan. The Company shall not be required to issue any Shares or make any cash paymentCommon Stock under the Plan until such obligationsobligations, if any, are satisfied. A Participant may satisfy any such withholding obligation by # having the Company retain the number of shares of Common Stock or # tendering the number of shares of Common Stock, in either case, whose Fair Market Value equals the amount required to be withheld.

Withholding Taxes. ToGeneral. As a condition to the extent required byissuance or distribution of Shares pursuant to the Plan, the Participant (or in the case of the Participant’s death, the person who succeeds to the Participant’s rights) shall make such arrangements as the Company may require for the satisfaction of any applicable federal, state, local or non-U.S. law, a Participant or such Participant’s successor shall make arrangements satisfactory to the Company for the satisfaction of anyforeign withholding tax obligations that may arise in connection with the Plan.Award and the issuance of Shares. The Company shall not be required to issue any Shares or make any cash payment under the Plan until such obligations are satisfied. If the Committee allows the withholding or surrender of Shares to satisfy a Participant’s tax withholding obligations, the Committee shall not allow Shares to be withheld in an amount that exceeds the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes.

Withholding of Taxes. ToWhenever Shares are to be issued under the extent required by applicable federal, state, local or non-U.S. law, aPlan, the Company shall require the Participant or such Participant’s successor shall make arrangements satisfactoryto remit to the Company foran amount sufficient to satisfy federal, state and local withholding tax requirements prior to the satisfactiondelivery of any withholding tax obligations that arise in connection with the Plan. The Company shall not be required to issue any Sharescertificate or make any cash payment under the Plan untilcertificates for such obligations are satisfied.Shares.

Withholding of Taxes. ToThe Company shall have the extentright to deduct from any payment to be made pursuant to this Plan, or to otherwise require, prior to the issuance or delivery of any shares of Common Stock or the payment of any cash hereunder, payment by the Participant of, any Federal, state or local taxes required by applicable federal, state, locallaw to be withheld. Unless otherwise prohibited by the Committee, each Participant may satisfy any such withholding tax obligation by any of the following means or non-U.S. law,by a combination of such means: # tendering a cash payment; # authorizing the Company to withhold from the shares otherwise issuable to the Participant a number of shares having a Fair Market Value as of the “Tax Date” up to the amount of the withholding tax obligation; or such Participant’s successor shall make arrangements satisfactory# delivering to the Company forunencumbered shares owned by the satisfactionParticipant having a Fair Market Value, as of anythe Tax Date, up to the amount of the withholding tax obligationsobligation. The “Tax Date” shall be the date that arise in connection with the Plan. The Company shall notamount of tax to be required to issue any Shares or make any cash payment under the Plan until such obligations are satisfied.withheld is determined.

Withholding Taxes.Tax Withholding. Each Participant is responsible for any federal, state, local, foreign or other taxes with respect to any amount payable under this Plan. To the extent the Company is required by applicableto withhold any federal, state, locallocal, foreign or non-U.S. law, a Participant or such Participant’s successor shall make arrangements satisfactory to the Company for the satisfaction of any withholding tax obligations that ariseother taxes in connection with the Plan. Thedelivery of Shares or any other payment or vesting event under this Plan, then the Company may, in its sole discretion, # retain a number of Shares otherwise deliverable hereunder with a value equal to the required withholding (based on the Fair Market Value (as defined in the Stock Incentive Plan) of the Shares on the applicable date), # facilitate a sale of Shares payable pursuant to the Award Opportunity to cover such tax withholding obligation, or # apply any other withholding method determined by the Company; provided that in no event shall not bethe value of the Shares retained or sold exceed the minimum amount of taxes required to issue any Sharesbe withheld or make any cash payment under the Plan until such obligations are satisfied.other amount that will not result in a negative accounting impact.

Withholding Taxes. ToThe Participant hereby agrees to make adequate provision for any sums required to satisfy the extent required by applicable federal, state, local or non-U.S. law, a Participantforeign employment, social insurance, payroll, income or such Participant’s successor shall make arrangements satisfactory to the Company for the satisfaction of anyother tax withholding tax obligations (the “Withholding Obligations”) that arise in connection with this Agreement. The Company may establish procedures to ensure satisfaction of all applicable Withholding Obligations arising in connection with this Agreement, including any means permitted in [Section 8] of the Plan. The Participant hereby authorizes the Company, at its sole discretion and subject to any limitations under applicable law, to satisfy any such Tax Obligations by # withholding a portion of the Shares otherwise to be issued in payment of the Units having a value equal to the amount of Withholding Obligations in accordance with such rules as the Company may from time to time establish; provided, however, that the amount of the Shares so withheld shall not beexceed the amount necessary to satisfy the required Withholding Obligations using applicable minimum statutory withholding rates; # withholding from the wages and other cash compensation payable to issue any Sharesthe Participant or make anyby causing the Participant to tender a cash payment or other Shares to the Company; or # selling on the Participant’s behalf (using any brokerage firm determined acceptable to the Company for such purpose) a portion of the Shares issued in payment of the Units as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the Withholding Obligations; provided, however, that if Participant is a [Section 16] officer of the Company under the Plan untilExchange Act, then the Committee shall establish the method of withholding from the above alternatives and, if the Committee does not exercise its discretion prior to the withholding event, then Participant shall be entitled to elect the method of withholding from the alternatives above. The Participant shall be responsible for all brokerage fees and other costs of sale, and the Participant further agrees to indemnify and hold the Company harmless from any losses, costs, damages or expenses relating to any such sale. The Company may refuse to deliver Shares if the Participant fails to comply with the Participant’s obligations are satisfied.in connection with the Withholding Obligations described in this paragraph.

Withholding Taxes. ToAs a condition of the extent required bygrant, vesting, exercise and/or settlement of an Award granted under the Plan, the Participant (or in the case of the Participant’s death, the person exercising or holding the Award) shall make such arrangements as the Administrator may require for the satisfaction of any applicable federal, state, local or non-U.S. law, a Participant or such Participant’s successor shall make arrangements satisfactory to the Company for the satisfaction of anyforeign withholding tax obligations that may arise in connection with the Plan.Award or the issuance of Shares. The Company shall not be required to issue any Shares or make any cash payment under the Plan until such obligations are satisfied. If the Administrator allows the withholding or surrender of Shares to satisfy a Participant’s tax withholding obligations under this Section 11, the Administrator shall be allowed to withhold Shares in an amount equal to the minimum statutory withholding rates for federal, state, and local tax purposes, including payroll taxes, or in a greater amount if such greater amount would not result in adverse financial accounting consequences.

Withholding Taxes. ToTax Withholding. Participants shall be responsible to make appropriate provision for all taxes required to be withheld in connection with participation in the extent required byPlan and receipt of any benefits hereunder. Such responsibility shall extend to all applicable federal,Federal, state, local or non-U.S. law, a Participant or such Participant’s successor shall make arrangements satisfactory to the Company for the satisfaction of anyforeign withholding tax obligations that arise in connection with the Plan.taxes. The Company shall not be required to issuemay, in its sole discretion, satisfy any Sharessuch tax withholding obligation by withholding any payroll or make any cash payment under the Plan until such obligations are satisfied.other amounts otherwise due a Participant.