Taxes. Upon the lapse of restrictions with respect to the Restricted Stock Units (and/or any later settlement thereof), the Company shall withhold from the shares of Common Stock to be issued to the Employee, the number of shares required to cover an amount of taxes that the Company determines does not exceed the statutory maximum it is required to withhold under applicable tax laws and regulations in any applicable jurisdiction with respect to the Restricted Stock Units. The number of shares required to be withheld shall be based on the Fair Market Value of the Common Stock on the settlement date. Any fractional share of Common Stock resulting from such withholding shall be paid in cash.

. To the extent that the vesting of the Performance-Based Restricted Stock Units or the receipt of Common Stock or dividend equivalents results in a requirement to withhold taxes for federal or state tax purposes, Employee shall deliver to the Company at the time of such vesting or receipt, as the case may be, such amount of money as the Company may require, or make other adequate arrangements satisfactory to the Company, at its discretion, to meet the Company’s obligations under applicable tax withholding laws or regulations. Employee also authorizes the Company to satisfy all tax withholding obligations of the Company from his or her wages or other cash compensation payable to Employee by the Company. Subject to the following sentence, the Company, in its sole discretion, may also provide for the withholding of applicable taxes from the proceeds of the sale of shares acquired upon vesting of the Performance-Based Restricted Stock Units, either through a voluntary sale or through a mandatory sale arranged by the Company (on Employee’s behalf pursuant to this authorization). Notwithstanding the foregoing, if requested by Employee, and if the Board consents, the Company shall withhold shares of Common Stock that would otherwise be issued upon vesting of the Performance-Based Restricted Stock Units to cover applicable withholding taxes, equal to the greatest number of whole shares having a Fair Market Value on the date immediately preceding the date on which the applicable tax liability is determined not in excess of the minimum amount required to satisfy the statutory withholding tax obligations with respect to such Performance-Based Restricted Stock Units, or such greater amount as may be permitted under the Plan that does not exceed the maximum amount that would be permitted in order for the Performance-Based Restricted Stock Units to be accounted for as equity awards under Accounting Standards Codification (ASC) Topic 718. The Company may refuse to issue or deliver the shares of Common Stock unless all withholding taxes that may be due as a result of this award have been paid.

The Employee hereby authorizes withholding from payroll and any other amounts payable to the Employee, as permitted under applicable law, and otherwise agrees to make adequate provision for any sums required to satisfy any withholding obligation for Tax Related Items, which arise in connection with the Restricted Stock Units, including, without limitation, obligations arising upon # the grant or vesting of the Restricted Stock Units, or # the issuance of shares of Common Stock. [[Employer:Organization]] shall have no obligation to issue the shares of Common Stock until the withholding obligations of [[Employer:Organization]] or the Employer for Tax-Related Items have been satisfied by the Employee. Unless otherwise prohibited under applicable law, [[Employer:Organization]] may withhold a number of whole shares of Common Stock (rounded up to the nearest whole share) otherwise deliverable to the Employee in settlement of the Restricted Stock Unit award to satisfy all or any portion of [[Employer:Organization]]’s or the Employer’s withholding obligation for Tax-Related Items. If the Employee is subject to taxation in more than one jurisdiction, the Employee acknowledges that [[Employer:Organization]], the Employer or another Affiliate may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Withholding. Upon the Vesting of any shares of Restricted Stock, the Company shall withhold an amount sufficient to satisfy any federal, state and local tax withholding requirements in the form of shares of Stock, unless the Participant makes alternate withholding arrangements with the Company. The Company shall withhold a number of shares that is sufficient to cover the minimum required tax withholdings due on exercise, based on the Fair Market Value of Stock upon the date that Restricted Stock becomes vested.

Tax Withholding. The Company shall have the right to deduct from any compensation due the Grantee from the Company any federal, state, local or foreign taxes required by the law of any jurisdiction to be withheld in connection with the grant of Restricted Stock Units, the issuance of Shares or the vesting of Restricted Stock Units pursuant to this Agreement. The Company shall retain Shares otherwise deliverable on the Settlement Date in an amount sufficient to satisfy the amount of tax required to be withheld provided that such amounts shall not exceed the statutorily required maximum withholding. The determination of the number of Shares retained for this purpose shall be based on the Fair Market Value of the Shares. Tax withholding shall be calculated based on the Fair Market Value of the Shares on the Settlement Date. In the event that the retention of Shares to satisfy withholding taxes would otherwise result in the delivery of a fractional Share, the Company will round up to the next whole Share and apply the value of the fractional Share to the recipient's tax obligations or, in the alternative, the Company may make such other arrangements to avoid the issuance of a fractional Share as may be permitted by law. No Shares shall be transferred to the Grantee hereunder until such time as all applicable withholding taxes have been satisfied. The Company will not retain Shares as described herein unless tax withholding applies under the laws of the local jurisdiction. To the extent that the amounts payable to the Grantee are insufficient for such withholding, it shall be a condition to the issuance of Shares or the grant or vesting of the Restricted Stock Units, as the case may be, that the Grantee shall pay such taxes or make provisions that are satisfactory to the Company for the payment thereof.