Common use of Shares Not Publicly Traded Clause in Contracts

Shares Not Publicly Traded. Notwithstanding anything to the contrary in Section 11(a), in the event that either (i) the Shares are not listed for trading on an established securities exchange or (ii) are not freely tradeable, in each case, on the date the Participant is entitled to receive unrestricted Shares hereunder, then the Company shall deduct or withhold Shares having a Fair Market Value equal to the highest combined maximum rate imposed under all applicable federal, state, local and foreign tax laws or regulations (including, but not limited to, the Participant’s FICA and SDI obligations). In connection with Section 11(b)(ii), the Participant and the Company agree to use commercially reasonable efforts to take such actions to permit the Shares to be freely tradeable (e.g., implementing a 10b5-1 plan).

Shares Not Publicly Traded. Notwithstanding anything to the contrary in Section 11(a), in the event that either (i) the Shares are not listed for trading on an established securities exchange or (ii) are not freely tradeable, in each case, on the date the Participant is entitled to receive unrestricted Shares hereunder, then the Company shall deduct or withhold Shares having a Fair Market Value equal to the highest combined maximum rate imposed under all applicable minimum amount required to be withheld to satisfy any federal, state, local and foreign tax laws or regulations taxes of any kind (including, but not limited to, the Participant’s FICA and SDI obligations). In connection with Section 11(b)(ii), the Participant and the Company agree to use commercially reasonable efforts to take such actions to permit the Shares to be freely tradeable (e.g., implementing a 10b5-1 plan).

Shares Not Publicly Traded. Notwithstanding anything to the contrary in Section 11(a), in the event that either (i) the Shares are not listed for trading on an established securities exchange or (ii) are not freely tradeable, in each case, on the date the Participant is entitled to receive unrestricted Shares hereunderexercises the Option, then the Company shall deduct or withhold Shares having a Fair Market Value equal to the highest combined maximum rate imposed under all applicable minimum amount required to be withheld to satisfy any federal, state, local and foreign tax laws or regulations taxes of any kind (including, but not limited to, the Participant’s FICA and SDI obligations). In connection with Section 11(b)(ii), the Participant and the Company agree to use commercially reasonable efforts to take such actions to permit the Shares to be freely tradeable (e.g., implementing a 10b5-1 plan).