Withholding. The Company’s obligation to deliver shares pursuant to this Grant shall be subject to the Participant’s satisfaction of all applicable federal, state and local income and employment tax withholding requirements.

Withholding. The Company’s obligation to deliver shares pursuant to this Award shall be subject to the Participant’s satisfaction of all applicable federal, state and local income and employment tax withholding requirements.

Withholding. The Company’s obligation to issue or deliver Shares or pay any amount pursuant to the terms of any Award granted hereunder shall be subject to satisfaction of applicable federal, state, local, and foreign tax withholding requirements. To the extent provided in the applicable Agreement and in accordance with rules prescribed by the Committee, a Participant may satisfy any such withholding tax obligation by one or any combination of the following means: # tendering a cash payment, # authorizing the Company to withhold Shares otherwise issuable to the Participant, or # delivering to the Company already-owned and unencumbered Shares.