The Company shall have the right to deduct from any and all payments made under this PSU Agreement, or to require the Participant, through payroll withholding, cash payment or otherwise, to make adequate provision for, the federal, state, local and foreign taxes (including social insurance), if any, required by law to be withheld by any Participating Company with respect to the PSUs or the shares acquired pursuant thereto. The Company shall have the right, but not the obligation, to deduct from the shares of Stock issuable to the Participant upon the settlement of the PSUs, or to accept from the Participant the tender of, a number of whole shares of Stock having a Fair Market Value, as determined by the Company, equal to all or any part of the tax withholding obligations of any Participating Company. The Fair Market Value of any shares of Stock withheld or tendered to satisfy any such tax withholding obligations shall not exceed the amount determined by the applicable maximum individual statutory withholding rates for the applicable jurisdiction that may be used without resulting in adverse accounting consequences. The Company may require the Participant to direct a broker, upon the vesting or settlement of the PSUs, to sell a portion of the shares subject to the PSUs determined by the Company in its discretion to be sufficient to cover the tax withholding obligations of any Participating Company and to remit an amount equal to such tax withholding obligations to such Participating Company in cash.

Withholding of Tax. The Company shall have the power and the right to deduct or withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy any federal, state, local and foreign taxes of any kind (including, but not limited to, the Participant’s FICA and SDI obligations) which the Company, in its sole discretion, deems necessary to be withheld or remitted to comply with the Code and/or any other applicable law, rule or regulation with respect to the RSUs and, if the Participant fails to do so, the Company may otherwise refuse to issue or transfer any shares of Common Stock otherwise required to be issued pursuant to this Agreement.

Withholding of Tax. To the extent that the exercise of the Option results in the receipt of compensation by you with respect to which the Company or a Subsidiary has a tax withholding obligation pursuant to applicable law, the Company shall withhold a number of Shares that would otherwise be delivered on exercise that have an aggregate Fair Market Value that does not exceed the amount of taxes to be withheld to meet its withholding obligations under such applicable law, unless you, at your option, make other arrangements with the Company or such Subsidiary to satisfy such withholding obligations. No delivery of Shares shall be made pursuant to the exercise of the Option under this Agreement until the applicable tax withholding requirements of the Company or Subsidiary have been satisfied in full.

Withholding of Tax. The Participant agrees and acknowledges that the Company shall have the power and the right to deduct or withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy any federal, state, local and foreign taxes of any kind that the Company, in its good faith discretion, deems necessary to be withheld or remitted to comply with the Code and/or any other applicable law, rule or regulation with respect to the TRSUs, and if the withholding requirement cannot be satisfied, the Company may otherwise refuse to issue or transfer any shares of Common Stock otherwise required to be issued pursuant to this Agreement. Without limiting the foregoing, if the Common Stock is not listed for trading on a national exchange at the time of vesting and/or settlement of the TRSUs, then at the Participant’s election, the Company shall withhold shares of Common Stock otherwise deliverable to the Participant hereunder with a Fair Market Value equal to the Participant’s total income and employment taxes imposed as a result of the vesting and/or settlement of the TRSUs. If any tax withholding amounts are satisfied through net settlement or previously owned shares, the maximum number of shares of Common Stock that may be so withheld or surrendered shall be the number of shares of Common Stock that have an aggregate Fair Market Value on the date of withholding or surrender equal to the aggregate amount of such tax liabilities determined based on the greatest withholding rates for federal, state, foreign and/or local tax purposes, including payroll taxes, that may be utilized without creating adverse accounting treatment for the Company with respect to the TRSUs, as determined by the Committee. The Participant acknowledges that there may be adverse tax consequences upon the receipt, vesting or settlement of the TRSU or disposition of the underlying shares of Common Stock and that the Participant has been advised, and hereby is advised, to consult a tax advisor. The Participant represents that the Participant is in no manner relying on the Board, the Committee, the Company or any of its Affiliates or any of their respective managers, directors, officers, employees or authorized representatives (including attorneys, accountants, consultants, bankers, lenders, prospective lenders and financial representatives) for tax advice or an assessment of such tax consequences.

The Participant must pay or make adequate provision for any applicable federal or state withholding obligations of the Company pursuant to the Plan, and, if the Participant fails to do so, the Company may otherwise refuse to issue or transfer any shares of Stock otherwise required to be issued pursuant to this RSU Agreement.

Withholding of Tax. To the extent that payment of the Award results in compensation income to you for federal or state income tax purposes, the Company shall withhold from any shares of Common Stock distributable to you under this Agreement a number of such shares having an aggregate fair market value that does not exceed the amount of taxes required to be withheld by reason of such resulting compensation income, unless you, at your option, deliver to the Company such amount of money as the Company may require to meet its withholding obligations in lieu of the withholding of shares of Common Stock. No delivery of shares of Common Stock shall be made under this Agreement until the applicable tax withholding requirements of the Company related to the payment of the Award have been satisfied in full. In the event any portion of the Award is settled in cash, the Company may withhold a sufficient portion of the cash proceeds to cover tax withholding liability. Tax withholding shall be first applied to the cash portion of the proceeds before shares are withheld from the Common Stock distribution.

Withholding of Tax. To the extent that the receipt of the Restricted Stock Units or the vesting thereof results in income to the Director for foreign, federal, state or local income tax purposes, the Director or the Director’s heir(s) shall deliver to the Company at the time of such receipt or lapse, as the case may be, such amount of money as the Company may require to meet its withholding obligation under applicable tax laws or regulations, and, if the Director or the Director’s heir(s) fail(s) to do so, the Company is authorized to withhold from any cash remuneration then or thereafter payable to the Director or the Director’s heir(s) any tax required to be withheld by reason of such resulting compensation income; provided that, in lieu of such delivery or withholding, any withholding obligation of the Company may be satisfied by withholding shares of Stock subject to this Agreement (provided that shares of Stock may be withheld only to the extent that such withholding will not result in adverse accounting treatment for the Company).

Withholding of Tax. To the extent that the exercise of the Option, or any event pursuant to this Agreement, results in the incurrence of compensation or other taxable income by Optionee that is subject to withholding by the Company, Optionee must satisfy such tax withholding obligation by giving written notice to the Company, prior to the delivery of Shares, of the Optionee’s election to either # deliver to the Company an amount of cash equal to the tax withholding amount required under applicable tax laws or regulations or # have the Company deduct from the number of Shares that would have otherwise been delivered to Optionee a number of such Shares having a Fair Market Value equal to such tax withholding amount. Regardless of any action of the Company, Optionee acknowledges that Optionee is ultimately liable for such tax withholding obligation. The Company shall not be required to deliver any Shares in respect of the Option under this Agreement until such liability is satisfied.

Withholding of Tax. To the extent that this Award results in tax withholding for any federal or state income tax purposes, no later than the date as of which such tax withholding is first required, Recipient shall pay to the Company in cash any federal or state tax required to be withheld with respect to such amount. If the Recipient fails to do so, the Company will withhold Common Shares subject to this Award having a fair market value on the date of withholding equal to the minimum tax withholding obligation. In addition, the Recipient shall be permitted to satisfy the Company’s tax withholding requirements by making a written election (in accordance with such rules and regulations and in such form as the Company may determine) to have the Company withhold Common Shares subject to this Award having a fair market value on the date as of which such tax withholding is first required equal to the minimum tax withholding obligation. With respect to any individual subject to Section 16(b) of the Securities Act of 1934, the Company shall not have any discretion over whether the individual satisfies such tax withholding obligations under this Award with cash or through the withholding of Common Shares subject to the award and such obligation shall be satisfied through the withholding of Common Shares subject to the Award (with no sale of Common Shares on behalf of the holder to satisfy such withholding obligations) or by using cash, as elected by such individual.

In connection with any Award, and as a condition to the issuance or delivery of any Shares or cash amount to the Participant in connection therewith, the Committee may require the Participant to pay the Company an amount equal to the minimum amount of the tax the Company or any Subsidiary may be required to withhold to obtain a deduction for federal, state or local income tax purposes as a result of such Award or to comply with applicable law. The Committee in its sole discretion may make available one or more of the following alternatives for the payment of such taxes: # in cash; # in cash received from a broker-dealer to whom the Participant has submitted notice together with irrevocable instructions to deliver promptly to the Company the amount of sales proceeds from the sale of the Shares subject to the Award to pay the withholding taxes; # by directing the Company to withhold such number of Shares otherwise issuable in connection with the Award having an aggregate Fair Market Value equal to the minimum amount of tax required to be withheld; or # by delivering (either directly or through attestation) previously acquired Shares that have an aggregate Fair Market Value equal to the amount required to be withheld. The Committee shall have the sole discretion to establish the terms and conditions applicable to any alternative made available for payment of the required withholding taxes.