Common use of Withholding Obligations Clause in Contracts

Withholding Obligations. (a) On each vesting date, and on or before the time you receive a distribution of the shares underlying your Restricted Stock Units, and at any other time as reasonably requested by the Company in accordance with applicable tax laws, you hereby authorize any required withholding from the Common Stock issuable to you and/or otherwise agree to make adequate provision in cash for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or any Affiliate that arise in connection with your Award (the “Withholding Taxes”). Additionally, the Company or any Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to your Award by any of the following means or by a combination of such means: (i) withholding from any compensation otherwise payable to you by the Company; (ii) causing you to tender a cash payment; (iii) permitting or requiring you to enter into a “same day sale” commitment, if applicable, with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby you irrevocably elect to sell a portion of the shares to be delivered in connection with your Restricted Stock Units to satisfy the Withholding Taxes and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Taxes directly to the Company and/or its Affiliates; or (iv) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to you in connection with the Award with a Fair Market Value (measured as of the date shares of Common Stock are issued to pursuant to Section 6) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares of Common Stock so withheld will not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and provided, further, that to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable, such share withholding procedure will be subject to the express prior approval of the Company’s Compensation Committee.

Withholding Obligations. Prior to the settlement of any RSUs subject to this Award, Grantee shall provide (ai) On each vesting date, and on or before the time you receive a distribution of the shares underlying your Restricted Stock Units, and at any other time as reasonably requested by the Company in accordance with applicable tax laws, you hereby authorize any required withholding from the Common Stock issuable to you and/or otherwise agree to make adequate provision full payment (in cash for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or any Affiliate that arise in connection with your Award (the “Withholding Taxes”). Additionally, the Company or any Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to your Award by any of the following means check or by a combination of such means: (ithereof) withholding from any compensation otherwise payable to you by the Company; (ii) causing you to tender a cash payment; (iii) permitting or requiring you to enter into a “same day sale” commitment, if applicable, with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby you irrevocably elect to sell a portion of the shares to be delivered in connection with your Restricted Stock Units to satisfy the Withholding Taxes Tax Obligation (as defined below) with respect to which the Award or portion thereof shall settle or (ii) subject to compliance with applicable Legal Requirements, indication that the Grantee elects to tender to the Company Shares owned by the Grantee (or by the Grantee and whereby his or her spouse jointly) and purchased and held for the FINRA Dealer irrevocably commits requisite period of time as may be required to forward avoid the proceeds Company’s incurring an adverse accounting charge, based on the Fair Market Value of such Shares on the payment date necessary to satisfy the Withholding Taxes directly Tax Obligation that would otherwise be required to be paid by the Grantee to the Company and/or its Affiliates; pursuant to clause (i) of this Section 2.5, or (iviii) notwithstanding the foregoing and unless notice to the contrary is given to the Grantee by the Company, the number of Shares that would otherwise be issued to the Grantee upon settlement of the Award (or portion thereof) reduced by a number of Shares having an aggregate Fair Market Value, on the date of such issuance, equal to the payment to satisfy the Withholding Tax Obligation that would otherwise be required to be made by the Grantee to the Company pursuant to clause (i) of this Section 2.5. Any social security calculation or other adjustments discovered after the net Share payment described in clause (iii) of this Section 2.5 hereof will be settled in cash, not in Shares. For the avoidance of doubt, the Company may satisfy the Grantee’s withholding shares of Common Stock obligation from the shares of Common Stock issued Grantee’s other compensation which may be payable by the Company, including any withholding obligation which may not be satisfied though the procedures identified in this Section 2.5. For purposes hereof, the “Withholding Tax Obligation” means the minimum amount necessary to satisfy Federal, state, local or otherwise issuable to you foreign withholding tax requirements, if any, in connection with the Award with a Fair Market Value (measured as vesting of the date shares of Common Stock are issued to pursuant to Section 6) equal to the amount of such Withholding TaxesAward; provided, however, that that, in the number of such shares of Common Stock so withheld will not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and provided, further, that to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable, such share withholding procedure will be subject to the express prior approval discretion of the Company, the Company may allow the Grantee to withhold an additional amount or additional number of Shares to satisfy an additional amount of withholding taxes up to the maximum individual statutory tax rate in the applicable jurisdiction, but only if such additional withholding, or the discretion to elect such additional withholding, does not result in adverse accounting treatment of this Award to the Company. Vesting of the Award (or portion thereof) will result in taxable compensation reportable on the Grantee’s Compensation CommitteeW-2 in year of vesting.

Withholding Obligations. Gxxxxxx understands that, at the time that Grantee becomes vested and/or receives payment for any Units (a) On each vesting dateincluding through the delivery of Shares), the Company may be required to withhold federal, state and on local income and employment taxes. At the time of vesting, or at or before the time you receive Grantee receives a distribution of the shares Shares underlying your Restricted Stock Unitsthe Units or other consideration, and or at any other time thereafter as reasonably requested by the Company, Grantee hereby authorizes the Company in accordance with applicable tax laws, you hereby authorize to satisfy any required withholding from the Common Stock issuable to you and/or otherwise agree to make adequate provision in cash for any sums required to satisfy the federal, state, local local, payroll, and foreign tax withholding obligations of the Company or any Affiliate that arise in connection with your Award the Units (the “Withholding Taxes”). AdditionallyNotwithstanding any other provision of this Section, the Company or any Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to your Award the Units by any of the following means or by a combination of such means: (ia) withholding from any compensation otherwise payable to you the Grantee by the Company; (iib) causing you the Grantee to tender a cash payment; (iii) permitting or requiring you to enter into a “same day sale” commitment, if applicable, with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby you irrevocably elect to sell a portion of the shares to be delivered in connection with your Restricted Stock Units to satisfy the Withholding Taxes and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Taxes directly to the Company and/or its Affiliates; or (ivc) withholding shares of Common Stock Shares from the shares of Common Stock Shares issued or otherwise issuable to you Grantee in connection with the Award Units with a Fair Market Value (measured as of the date shares of Common Stock the Withholding Taxes are issued to pursuant to Section 6be determined) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares of Common Stock Shares so withheld will shall not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and provided, further, income (or such lesser amount as may be necessary to avoid classification of the Units as a liability for financial accounting purposes). Gxxxxxx understands that all matters with respect to the extent necessary total amount of taxes to qualify for an exemption from application be withheld in respect of Section 16(b) of the Exchange Act, if applicable, such share withholding procedure compensation income will be subject determined by the Administrator in its reasonable discretion. Gxxxxxx further understands that, although the Company may pay withheld amounts to the express prior approval applicable taxing authorities, the Grantee is responsible for payment of all taxes due as a result of compensation arising under the Company’s Compensation CommitteeAgreement.

Withholding Obligations. Prior to the settlement of any RSUs subject to this Award, Grantee shall provide (ai) On each vesting date, and on or before the time you receive a distribution of the shares underlying your Restricted Stock Units, and at any other time as reasonably requested by the Company in accordance with applicable tax laws, you hereby authorize any required withholding from the Common Stock issuable to you and/or otherwise agree to make adequate provision full payment (in cash for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or any Affiliate that arise in connection with your Award (the “Withholding Taxes”). Additionally, the Company or any Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to your Award by any of the following means check or by a combination of such means: (ithereof) to satisfy the minimum withholding from any compensation otherwise payable tax obligation with respect to you by which the Company; Award or portion thereof shall settle or (ii) causing you indication that the Grantee elects to tender a cash payment; to the Company Shares owned by the Grantee (iiior by the Grantee and his or her spouse jointly) permitting or requiring you and purchased and held for the requisite period of time as may be required to enter into a “same day sale” commitmentavoid the Company’s incurring an adverse accounting charge, if applicable, with a broker-dealer that is a member based on the Fair Market Value of such Shares on the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby you irrevocably elect to sell a portion of the shares to be delivered in connection with your Restricted Stock Units to satisfy the Withholding Taxes and whereby the FINRA Dealer irrevocably commits to forward the proceeds payment date necessary to satisfy the Withholding Taxes directly minimum withholding tax obligation that would otherwise be required to be paid by the Grantee to the Company and/or its Affiliates; pursuant to clause (i) of this Section 2.4, or (iviii) withholding shares notwithstanding the foregoing and unless notice to the contrary is given to the Grantee by the Company, the number of Common Stock from Shares that would otherwise be issued to the shares Grantee upon settlement of Common Stock issued or otherwise issuable to you in connection with the Award with (or portion thereof) reduced by a number of Shares having an aggregate Fair Market Value (measured as of Value, on the date shares of Common Stock are issued to pursuant to Section 6) such issuance, equal to the amount of such Withholding Taxes; provided, however, that the number of such shares of Common Stock so withheld will not exceed the amount necessary payment to satisfy the minimum withholding tax obligation that would otherwise be required to be made by the Grantee to the Company pursuant to clause (i) of this Section 2.4. Any social security calculation or other adjustments discovered after the net Share payment described in Section 2.4(iii) hereof will be settled in cash, not in Shares. For the avoidance of doubt, the Company may satisfy the Grantee’s withholding obligation from the Grantee’s other compensation which may be payable by the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and provided, further, that to any withholding obligation which may not be satisfied though the extent necessary to qualify for an exemption from application of procedures identified in this Section 16(b) 2.4. Vesting of the Exchange Act, if applicable, such share withholding procedure Award (or portion thereof) will be subject to result in taxable compensation reportable on the express prior approval Grantee’s W-2 in year of the Company’s Compensation Committeevesting.

Withholding Obligations. Prior to the settlement of any RSUs subject to this Award, Grantee shall provide (ai) On each vesting date, and on or before the time you receive a distribution of the shares underlying your Restricted Stock Units, and at any other time as reasonably requested by the Company in accordance with applicable tax laws, you hereby authorize any required withholding from the Common Stock issuable to you and/or otherwise agree to make adequate provision full payment (in cash for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or any Affiliate that arise in connection with your Award (the “Withholding Taxes”). Additionally, the Company or any Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to your Award by any of the following means check or by a combination of such means: (ithereof) withholding from any compensation otherwise payable to you by the Company; (ii) causing you to tender a cash payment; (iii) permitting or requiring you to enter into a “same day sale” commitment, if applicable, with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby you irrevocably elect to sell a portion of the shares to be delivered in connection with your Restricted Stock Units to satisfy the Withholding Taxes Tax Obligation (as defined below) with respect to which the Award or portion thereof shall settle or (ii) subject to compliance with applicable legal requirements, indication that the Grantee elects to tender to the Company Shares owned by the Grantee (or by the Grantee and whereby his or her spouse jointly) and purchased and held for the FINRA Dealer irrevocably commits requisite period of time as may be required to forward avoid the proceeds Company’s incurring an adverse accounting charge, based on the Fair Market Value of such Shares on the payment date necessary to satisfy the Withholding Taxes directly Tax Obligation that would otherwise be required to be paid by the Grantee to the Company and/or its Affiliates; pursuant to clause (i) of this Section 2.4, or (iviii) notwithstanding the foregoing and unless notice to the contrary is given to the Grantee by the Company, the number of Shares that would otherwise be issued to the Grantee upon settlement of the Award (or portion thereof) reduced by a number of Shares having an aggregate Fair Market Value, on the date of such issuance, equal to the payment to satisfy the Withholding Tax Obligation that would otherwise be required to be made by the Grantee to the Company pursuant to clause (i) of this Section 2.4. Any social security calculation or other adjustments discovered after the net Share payment described in clause (iii) of this Section 2.4 hereof will be settled in cash, not in Shares. For the avoidance of doubt, the Company may satisfy the Grantee’s withholding shares of Common Stock obligation from the shares of Common Stock issued Grantee’s other compensation which may be payable by the Company, including any withholding obligation which may not be satisfied though the procedures identified in this Section 2.4. For purposes hereof, the “Withholding Tax Obligation” means the minimum amount necessary to satisfy Federal, state, local or otherwise issuable to you foreign withholding tax requirements, if any, in connection with the Award with a Fair Market Value (measured as vesting of the date shares of Common Stock are issued to pursuant to Section 6) equal to the amount of such Withholding TaxesAward; provided, however, that that, unless otherwise determined by the Committee, the Grantee may elect to withhold an additional amount or additional number of such shares of Common Stock so withheld will not exceed the amount necessary Shares to satisfy an additional amount of withholding taxes up to the maximum individual statutory tax rate in the applicable jurisdiction, but only if such additional withholding, or the discretion to elect such additional withholding, does not result in adverse accounting treatment of this Award to the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and provided, further, that to the extent necessary to qualify for an exemption from application of Section 16(b) . Vesting of the Exchange Act, if applicable, such share withholding procedure Award (or portion thereof) will be subject to result in taxable compensation reportable on the express prior approval Grantee’s W-2 in the year of the Company’s Compensation Committeevesting.

Withholding Obligations. (a) On each vesting date, and on or before the time you receive a distribution of the shares underlying your Restricted Stock Units, and at any other time as reasonably requested by the Company in accordance with applicable tax laws, you hereby authorize any required withholding from the Common Stock issuable to you and/or otherwise agree to make adequate provision in cash for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or any Affiliate that arise in connection with your Award (the “Withholding Taxes”). AdditionallySpecifically, the Company or any an Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to your Award by any of the following means or by a combination of such means: (i) withholding from any compensation otherwise payable to you by the CompanyCompany or an Affiliate; (ii) causing you to tender a cash payment; (iii) permitting or requiring you to enter into a “same day sale” commitment, if applicable, commitment with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby you irrevocably elect to sell a portion of the shares to be delivered in connection with your Restricted Stock Units to satisfy the Withholding Taxes and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Taxes directly to the Company and/or its Affiliates; or (iv) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to you in connection with the Award your Restricted Stock Units with a Fair Market Value (measured as of the date shares of Common Stock are issued to pursuant to Section 6you) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares of Common Stock so withheld will not exceed the amount necessary to satisfy the Company’s 's required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and provided, further, that to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable, such share withholding procedure will be subject to the express prior approval of the Company’s Compensation Committee.

Withholding Obligations. Prior to the settlement of any RSUs subject to this Award, Grantee shall provide (ai) On each vesting date, and on or before the time you receive a distribution of the shares underlying your Restricted Stock Units, and at any other time as reasonably requested by the Company in accordance with applicable tax laws, you hereby authorize any required withholding from the Common Stock issuable to you and/or otherwise agree to make adequate provision full payment (in cash for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or any Affiliate that arise in connection with your Award (the “Withholding Taxes”). Additionally, the Company or any Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to your Award by any of the following means check or by a combination of such means: (ithereof) to satisfy the minimum tax withholding from any compensation otherwise payable obligation with respect to you by which the Company; Award or portion thereof shall settle or (ii) causing you indication that the Grantee elects to tender a cash payment; to the Company Shares owned by the Grantee (iiior by the Grantee and his or her spouse jointly) permitting or requiring you and purchased and held for the requisite period of time as may be required to enter into a “same day sale” commitmentavoid the Company’s incurring an adverse accounting charge, if applicable, with a broker-dealer that is a member based on the Fair Market Value of such Shares on the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby you irrevocably elect to sell a portion of the shares to be delivered in connection with your Restricted Stock Units to satisfy the Withholding Taxes and whereby the FINRA Dealer irrevocably commits to forward the proceeds payment date necessary to satisfy the Withholding Taxes directly minimum withholding tax obligation that would otherwise be required to be paid by the Grantee to the Company and/or its Affiliates; pursuant to clause (i) of this Section 2.4, or (iviii) withholding shares notwithstanding the foregoing and unless notice to the contrary is given to the Grantee by the Company, the number of Common Stock from Shares that would otherwise be issued to the shares Grantee upon settlement of Common Stock issued or otherwise issuable to you in connection with the Award with (or portion thereof) reduced by a number of Shares having an aggregate Fair Market Value (measured as of Value, on the date shares of Common Stock are issued to pursuant to Section 6) such issuance, equal to the amount of such Withholding Taxes; provided, however, that the number of such shares of Common Stock so withheld will not exceed the amount necessary payment to satisfy the minimum withholding tax obligation that would otherwise be required to be made by the Grantee to the Company pursuant to clause (i) of this Section 2.4. Any social security calculation or other adjustments discovered after the net Share payment described in Section 2.4(iii) hereof will be settled in cash, not in Shares. For the avoidance of doubt, the Company may satisfy the Grantee’s withholding obligation from the Grantee’s other compensation which may be payable by the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that any withholding obligation which may not be satisfied though the procedures identified in this Section 2.4. Vesting of the Award (or portion thereof) will result in taxable compensation reportable on the Grantee’s W-2 in year the Company Shares are applicable to supplemental taxable income; and provided, further, that delivered or otherwise made available to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable, such share withholding procedure will be subject to the express prior approval of the Company’s Compensation CommitteeGrantee.

Withholding Obligations. (a) On each vesting date, and on or before At the time you receive a distribution of the shares underlying exercise your Restricted Stock UnitsAward, and in whole or in part, or at any other time thereafter as reasonably requested by the Company in accordance with applicable tax lawsCompany, you hereby authorize any required withholding from the Common Stock issuable payroll and any other amounts payable to you and/or you, and otherwise agree to make adequate provision in cash for (including by means of a “cashless exercise” to the extent permitted by the Company and as memorialized hereunder), any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or any Affiliate that an affiliate, if any, which arise in connection with your Award (Award. Upon your request and subject to approval by the “Withholding Taxes”). Additionally, the Company or any Affiliate mayCompany, in its sole discretion, satisfy all and compliance with any applicable conditions or any portion restrictions of law, the Company may withhold from fully vested shares of Common Stock otherwise issuable to you upon the exercise of your Award a number of whole shares of Common Stock having a Fair Market Value, determined by the Company as of the Withholding Taxes date of exercise, not in excess of the minimum amount of tax required to be withheld by law. If the date of determination of any tax withholding obligation relating is deferred to a date later than the date of exercise of your Award, share withholding pursuant to the preceding sentence shall not be permitted unless you make a proper and timely election under Section 83(b) of the Code, covering the aggregate number of shares of Common Stock acquired upon such exercise with respect to which such determination is otherwise deferred, to accelerate the determination of such tax withholding obligation to the date of exercise of your Award. Notwithstanding the filing of such election, shares of Common Stock shall be withheld solely from fully vested shares of Common Stock determined as of the date of exercise of your Award by any of the following means or by a combination of such means: (i) withholding from any compensation that are otherwise payable issuable to you by the Company; (ii) causing upon such exercise. Any adverse consequences to you to tender a cash payment; (iii) permitting or requiring you to enter into a “same day sale” commitment, if applicable, with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby you irrevocably elect to sell a portion of the shares to be delivered arising in connection with such share withholding procedure shall be your Restricted Stock Units to satisfy sole responsibility. You may not exercise your Award unless the Withholding Taxes and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Taxes directly to tax withholding obligations of the Company and/or its Affiliates; any affiliate are satisfied. Accordingly, you may not be able to exercise your Award when desired even though your Award is vested, and the Company shall have no obligation to issue a certificate for such shares of Common Stock or (iv) withholding release such shares of Common Stock from the shares of Common Stock issued or otherwise issuable to you in connection with the Award with a Fair Market Value (measured as of the date shares of Common Stock are issued to pursuant to Section 6) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares of Common Stock so withheld will not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates any escrow provided for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and provided, further, that to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable, such share withholding procedure will be subject to the express prior approval of the Company’s Compensation Committeeherein.

Withholding Obligations. (a) On each vesting datethe Grant Date, and on or before the time you receive a distribution of the shares underlying your Restricted Stock Units, and at any other time thereafter as reasonably requested by the Company, the Holder hereby authorizes the Company in accordance with applicable tax lawsor the Subsidiary employing the Holder to satisfy its withholding obligations, you hereby authorize if any, from payroll and any required withholding from other amounts payable to the Common Stock issuable to you and/or Holder, and otherwise agree to make adequate provision in cash for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or any Affiliate that such employing Subsidiary, if any, which arise in connection with your the grant of or vesting of the Award (or the “Withholding Taxes”). Additionallydelivery of Shares under the Award; provided, that, at the Holder’s election, such withholding obligation may be satisfied by the Company or any Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to your Award by any of the following means or by a combination of such means: (i) withholding from any compensation otherwise payable to you by the Company; (ii) causing you to tender a cash payment; (iii) permitting or requiring you to enter into a “same day sale” commitment, if applicable, with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby you irrevocably elect to sell a portion of the shares to be delivered in connection with your Restricted Stock Units to satisfy the Withholding Taxes and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Taxes directly to the Company and/or its Affiliates; or (iv) withholding shares of Common Stock from the shares of Common Stock issued or Shares otherwise issuable to you in connection with the Award with a Holder that number of Shares having an aggregate Fair Market Value (measured Value, determined as of the date shares of Common Stock are issued to pursuant to Section 6) the withholding tax obligation arises, equal to the amount of such Withholding Taxeswithholding tax obligation; provided, howeverfurther, that that, prior to the number Merger Closing, the Holder’s right to elect such Share withholding shall be subject to Section 4.6(b) of the Management Stockholders Agreement as amended by Section 5.4 of this Agreement, and, from and after the Merger Closing, the Holder’s right to elect such shares Share withholding shall be subject to Section 4.3(b) of Common Stock so withheld will not exceed the amount necessary Management Stockholders Agreement as amended by Section 5.4 of this Agreement, and in all cases subject to satisfy any limitations imposed under Delaware law or other Applicable Law and/or under the terms of any preferred stock, debt financing arrangements or other indebtedness of the Company or its Subsidiaries (including any such limitations resulting from the Company’s required tax withholding obligations using Subsidiaries being prohibited or prevented from distributing to the minimum statutory withholding rates for federal, state, local Company sufficient proceeds or funds to enable the Company to repurchase Class C Common Stock in accordance with Delaware law or other Applicable Law and/or the then applicable terms and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable incomeconditions of such arrangements); and provided, further, that following the Lock-up Lapse Date and at all times thereafter, at the Holder’s election such withholding obligation shall be, or, if the Company so directs, such withholding obligation shall be, satisfied by the Holder’s delivery of an irrevocable direction to a licensed securities broker reasonably acceptable to the extent necessary Company (in such form as reasonably suitable to qualify for an exemption from application of Section 16(bsuch securities broker) to sell Shares becoming vested under the Award and to deliver all or part of the Exchange Actsale proceeds to the Company to satisfy the withholding obligation directly to the Company. If the applicable tax withholding is satisfied by an irrevocable direction to a licensed securities broker, if applicable, such share withholding procedure the Holder will be subject to the express prior approval Company’s policies regarding xxxxxxx xxxxxxx restrictions, applied in a nondiscriminatory manner, which may affect the Holder’s ability to acquire or sell Shares under the Plan. By acceptance of the Award granted hereunder, the Holder certifies the Holder’s understanding of and intent to fully comply with the standards contained in the Company’s Compensation Committeexxxxxxx xxxxxxx policies (and related policies and procedures adopted by the Company and applied in a nondiscriminatory manner).

Withholding Obligations. Grantee understands that, at the time that Grantee becomes vested and/or receives payment for any Units (a) On each vesting dateincluding through the delivery of Shares), the Company may be required to withhold federal, state and on local income and employment taxes. At the time of vesting, or at or before the time you receive Grantee receives a distribution of the shares Shares underlying your Restricted Stock Unitsthe Units or other consideration, and or at any other time thereafter as reasonably requested by the Company, Grantee hereby authorizes the Company in accordance with applicable tax laws, you hereby authorize to satisfy any required withholding from the Common Stock issuable to you and/or otherwise agree to make adequate provision in cash for any sums required to satisfy the federal, state, local local, payroll, and foreign tax withholding obligations of the Company or any Affiliate that arise in connection with your Award the Units (the “Withholding Taxes”). AdditionallyNotwithstanding any other provision of this Section, the Company or any Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to your Award the Units by any of the following means or by a combination of such means: (ia) withholding from any compensation otherwise payable to you the Grantee by the Company; (iib) causing you the Grantee to tender a cash payment; (iii) permitting or requiring you to enter into a “same day sale” commitment, if applicable, with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby you irrevocably elect to sell a portion of the shares to be delivered in connection with your Restricted Stock Units to satisfy the Withholding Taxes and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Taxes directly to the Company and/or its Affiliates; or (ivc) withholding shares of Common Stock Shares from the shares of Common Stock Shares issued or otherwise issuable to you Grantee in connection with the Award Units with a Fair Market Value (measured as of the date shares of Common Stock the Withholding Taxes are issued to pursuant to Section 6be determined) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares of Common Stock Shares so withheld will shall not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and provided, further, income (or such lesser amount as may be necessary to avoid classification of the Units as a liability for financial accounting purposes). Grantee understands that all matters with respect to the extent necessary total amount of taxes to qualify for an exemption from application be withheld in respect of Section 16(b) of the Exchange Act, if applicable, such share withholding procedure compensation income will be subject determined by the Administrator in its reasonable discretion. Grantee further understands that, although the Company may pay withheld amounts to the express prior approval applicable taxing authorities, the Grantee is responsible for payment of all taxes due as a result of compensation arising under the Company’s Compensation CommitteeAgreement.

Withholding Obligations. Prior to the settlement of any RSUs subject to this Award, Grantee shall (ai) On each vesting date, and on or before the time you receive a distribution of the shares underlying your Restricted Stock Units, and at any other time as reasonably requested by the Company in accordance with applicable tax laws, you hereby authorize any required withholding from the Common Stock issuable to you and/or otherwise agree to make adequate provision provide full payment (in cash for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or any Affiliate that arise in connection with your Award (the “Withholding Taxes”). Additionally, the Company or any Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to your Award by any of the following means check or by a combination of such means: (ithereof) withholding from any compensation otherwise payable to you by the Company; (ii) causing you to tender a cash payment; (iii) permitting or requiring you to enter into a “same day sale” commitment, if applicable, with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby you irrevocably elect to sell a portion of the shares to be delivered in connection with your Restricted Stock Units to satisfy the Withholding Taxes Tax Obligation (as defined below) with respect to which the Award or portion thereof shall settle or (ii) otherwise satisfy the Withholding Tax Obligation in any manner determined to be satisfactory by the Committee, which may include (x) subject to compliance with applicable legal requirements, indication that the Grantee elects to tender to the Company Shares owned by the Grantee (or by the Grantee and whereby his or her spouse jointly) and purchased and held for the FINRA Dealer irrevocably commits requisite period of time as may be required (unless otherwise determined by the Committee) to forward avoid the proceeds Company’s incurring an adverse accounting charge, based on the Fair Market Value of such Shares on the payment date necessary to satisfy the Withholding Taxes directly Tax Obligation that would otherwise be required to be paid by the Grantee to the Company and/or its Affiliates; pursuant to clause (i) of this Section 2.4, or (ivy) a reduction in the number of Shares that would otherwise be issued to the Grantee upon settlement of the Award (or portion thereof) by a number of Shares having an aggregate Fair Market Value, on the date of such issuance, equal to the payment to satisfy the Withholding Tax Obligation that would otherwise be required to be made by the Grantee to the Company pursuant to clause (i) of this Section 2.4. Any social security calculation or other adjustments discovered after the net Share payment described in clause (ii) of this Section 2.4 hereof will be settled in cash, not in Shares. For the avoidance of doubt, the Company may satisfy the Grantee’s withholding shares of Common Stock obligation from the shares of Common Stock issued Grantee’s other compensation which may be payable by the Company, including any withholding obligation which may not be satisfied though the procedures identified in this Section 2.4. For purposes hereof, the “Withholding Tax Obligation” means the minimum amount necessary to satisfy Federal, state, local or otherwise issuable to you foreign withholding tax requirements, if any, in connection with the Award with a Fair Market Value (measured as vesting of the date shares of Common Stock are issued to pursuant to Section 6) equal to the amount of such Withholding TaxesAward; provided, however, that that, unless otherwise determined by the number of such shares of Common Stock so withheld will not exceed Committee, the Grantee may elect to withhold an additional amount necessary to satisfy an additional amount of withholding taxes up to the maximum individual statutory tax rate in the applicable jurisdiction, but only if such additional withholding, or the discretion to elect such additional withholding, does not result in adverse accounting treatment of this Award to the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and provided, further, that to the extent necessary to qualify for an exemption from application of Section 16(b) . Vesting of the Exchange Act, if applicable, such share withholding procedure Award (or portion thereof) will be subject to result in taxable compensation reportable on the express prior approval Grantee’s W-2 in the year of the Company’s Compensation Committeevesting.

Withholding Obligations. (a) On each vesting date, and on or before the time you receive a distribution of the shares underlying Common Stock pursuant to your Restricted Stock UnitsAward, and or at any other time thereafter as reasonably requested by the Company in accordance with applicable tax lawsCompany, you hereby authorize any required withholding from the Common Stock issuable to you and/or and otherwise agree to make adequate provision in cash for any sums required to satisfy the federalany or all income tax, statesocial insurance, local payroll tax, payment on account or other tax-related withholding which arise and foreign tax withholding obligations of the Company or any Affiliate that are legally due by you (“Tax-Related Items”) which arise in connection with your Award Award. In addition, you authorize the Company, or your employer, if different from the Company (whether current or former, the “Withholding TaxesEmployer”). Additionally, the Company or any Affiliate maytheir respective agents, in its sole discretion, satisfy to withhold all applicable Tax-Related Items from your wages or any portion of the Withholding Taxes obligation relating to your Award by any of the following means or by a combination of such means: (i) withholding from any other cash compensation otherwise payable paid to you by the Company; Employer. Alternatively, or in addition, to the greatest extent permissible under local law, the Employer may (ii1) causing you to tender a cash payment; sell or arrange for the sale of shares (iii) including permitting or requiring you to enter into a “same day sale” commitment, if applicable, an immediate sale commitment with a broker-dealer that is a member of the Financial Industry Regulatory Authority Authority) that you would otherwise receive (a “FINRA Dealer”on your behalf pursuant to this authorization) whereby you irrevocably elect to sell a portion meet the necessary withholding obligation for Tax-Related Items, and/or (2) withhold in shares the amount of the shares to be delivered in connection with your Restricted Stock Units to satisfy the Withholding Taxes and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy applicable Tax-Related Items, the Withholding Taxes directly number of which shall be determined to comply with appropriate tax laws and as would be otherwise necessary or desirable. If the obligation for the Tax-Related Items is satisfied by withholding in shares of Common Stock, then you will have no further rights, title or interests in or to the Company and/or its Affiliates; or (iv) withholding number of shares of Common Stock from that are held back solely for the purpose of paying the Tax-Related Items. Finally, you shall pay to the Employer any amount of Tax-Related Items that the Employer may be required to withhold as a result of your receipt of the Award and/or the shares of Common Stock issued or otherwise issuable pursuant thereto that cannot be satisfied by the means previously described. The Employer may refuse to deliver the shares issuable pursuant to this Award if you fail to comply with your obligations in connection with the Award with a Fair Market Value (measured Tax-Related Items as of the date shares of Common Stock are issued to pursuant to Section 6) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares of Common Stock so withheld will not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and provided, further, that to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable, such share withholding procedure will be subject to the express prior approval of the Company’s Compensation Committeedescribed in this section.

Withholding Obligations. (a) On each vesting date, and on or before At the time you receive a distribution of the shares underlying exercise your Restricted Stock Unitsoption, and in whole or in part, or at any other time thereafter as reasonably requested by the Company in accordance with applicable tax lawsCompany, you hereby authorize any required withholding from the Common Stock issuable payroll and any other amounts payable to you and/or you, and otherwise agree to make adequate provision in cash for (including by means of a "cashless exercise" pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or any Affiliate that an Affiliate, if any, which arise in connection with the exercise of your Award option. (b) Upon your request and subject to approval by the “Withholding Taxes”). Additionally, the Company or any Affiliate mayCompany, in its sole discretion, satisfy all and compliance with any applicable legal conditions or any portion restrictions, the Company may withhold from fully vested shares of Common Stock otherwise issuable to you upon the exercise of your option a number of whole shares of Common Stock having a Fair Market Value, determined by the Company as of the Withholding Taxes obligation relating to your Award by any date of exercise, not in excess of the following means minimum amount of tax required to be withheld by law (or by such lower amount as may be necessary to avoid variable award accounting). If the date of determination of any tax withholding obligation is deferred to a combination date later than the date of exercise of your option, share withholding pursuant to the preceding sentence shall not be permitted unless you make a proper and timely election under Section 83(b) of the Code, covering the aggregate number of shares of Common Stock acquired upon such exercise with respect to which such determination is otherwise deferred, to accelerate the determination of such means: (i) tax withholding obligation to the date of exercise of your option. Notwithstanding the filing of such election, shares of Common Stock shall be withheld solely from any compensation fully vested shares of Common Stock determined as of the date of exercise of your option that are otherwise payable issuable to you by the Company; (ii) causing upon such exercise. Any adverse consequences to you to tender a cash payment; (iii) permitting or requiring you to enter into a “same day sale” commitment, if applicable, with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby you irrevocably elect to sell a portion of the shares to be delivered arising in connection with such share withholding procedure shall be your Restricted Stock Units to satisfy sole responsibility. (c) You may not exercise your option unless the Withholding Taxes and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Taxes directly to tax withholding obligations of the Company and/or its Affiliates; any Affiliate are satisfied. Accordingly, you may not be able to exercise your option when desired even though your option is vested, and the Company shall have no obligation to issue a certificate for such shares of Common Stock or (iv) withholding release such shares of Common Stock from the shares of Common Stock issued or otherwise issuable to you in connection with the Award with a Fair Market Value (measured as of the date shares of Common Stock any escrow provided for herein unless such obligations are issued to pursuant to Section 6) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares of Common Stock so withheld will not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and provided, further, that to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable, such share withholding procedure will be subject to the express prior approval of the Company’s Compensation Committeesatisfied. 22.

Withholding Obligations. (aSection 10(b) of the Agreement is deleted and replaced with the following: On each vesting date, and on or before the time you receive a distribution of the shares of Common Stock underlying your Restricted Stock UnitsAward, and at any other time as reasonably requested by the Company in accordance with applicable tax laws, you hereby authorize any required withholding from the Common Stock issuable to you and/or otherwise agree to make adequate arrangements satisfactory to the Company or adequate provision in cash for any sums required to satisfy the federal, state, local and foreign tax withholding and source deduction obligations of the Company or any Affiliate that arise in connection with your RSU Award (the “Withholding Taxes”). Additionally, the Company or any Affiliate may, in its sole discretion, may satisfy all or any portion of the Withholding Taxes obligation relating to your RSU Award by any of the following means or by a combination of such means: (i) withholding from any compensation otherwise payable to you by the CompanyCompany or an Affiliate; (ii) causing you to tender a cash payment; (iii) permitting or requiring you to enter into a “same day sale” commitment, if applicable, with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”subject to your written consent) whereby you irrevocably elect to sell a portion of the shares of Common Stock to be delivered in connection with your Restricted Stock Units to satisfy the Withholding Taxes and whereby the FINRA Dealer broker-dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Taxes directly to the Company and/or or its Affiliates; or (iv) withholding shares permitting you (subject to your written consent) to surrender Stock Units to the Company for a cash payment which shall be used to satisfy the Withholding Taxes, whereby the number of Common Stock from Units that may be surrendered for a cash payment shall be equal to the shares of Common Stock issued or otherwise issuable to you in connection with the Award with Withholding Taxes divided by a Fair Market Value (measured as of the date shares of Common Stock are issued otherwise issuable to you pursuant to Section 6) equal to ). However, the amount of such Withholding Taxes; provided, however, Company does not guarantee that the number of such shares of Common Stock so withheld you will not exceed the amount necessary be able to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and provided, further, that to the extent necessary to qualify for an exemption from application of Section 16(b) Withholding Taxes through any of the Exchange Act, if applicable, such share withholding procedure will be subject to methods described in the express prior approval of preceding provisions and in all circumstances you remain responsible for timely and fully satisfying the Company’s Compensation CommitteeWithholding Taxes.

Withholding Obligations. (a) On each vesting date, and on or before the time you receive As a distribution condition to receipt of the shares underlying your Restricted Stock Units, and at any other time as reasonably requested by the Company in accordance with applicable tax lawsShares, you hereby authorize acknowledge your obligation with respect to any required tax or similar withholding from obligations that may arise in connection with receipt or vesting of the Common Stock issuable Restricted Shares. The Company or its representative will have the right to you and/or otherwise agree to make adequate provision take such action as may be necessary, in cash for any sums required the Administrator’s discretion, to satisfy the obligations outlined in this Section 7. If you fail to satisfy the Administrator in this regard, the Administrator may require that the Restricted Shares scheduled to become vested on any given date be forfeited. You further agree that the Company will have the right to deduct or cause to be deducted from your current compensation any federal, state, local local, foreign or other taxes required by law to be withheld or paid with respect to such event. In addition, you agree that the Company will have the right (but not the obligation) to require you to tender for cancellation that number of Restricted Shares subject to the Award having a Fair Market Value equal to the aggregate amount of the withholding obligation and foreign tax that such tendering for cancellation shall be effected by the Company’s repurchasing from you that number of Restricted Shares having such aggregate value, which amount will be applied against the withholding obligations. You understand that the Company’s rights to ensure satisfaction of applicable withholding obligations with respect to the Award and the Restricted Shares, either through your tendering for cancellation or sale of the Company Restricted Shares themselves, or any Affiliate through other sources of funds that arise in connection with may be available to you, may require planning on your Award (the “Withholding Taxes”). Additionally, the Company or any Affiliate maypart, in advance of the expected Vesting Date(s) specified in Section 4 above. The Company may also in lieu of or in addition to the foregoing, at its sole discretion, satisfy all or any portion require you to deposit with the Company an amount of cash sufficient to meet the Withholding Taxes obligation relating to your Award by withholding requirements. The Company will not deliver any of the following means or by a combination of such means: (i) withholding from any compensation otherwise payable to Shares until and unless you by have made the Company; (ii) causing you to tender a cash payment; (iii) permitting or requiring you to enter into a “same day sale” commitment, if applicable, with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby you irrevocably elect to sell a portion of the shares to be delivered in connection with your Restricted Stock Units to satisfy the Withholding Taxes and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Taxes directly to the Company and/or its Affiliates; or (iv) withholding shares of Common Stock from the shares of Common Stock issued deposit required herein or otherwise issuable to you in connection with the Award with a Fair Market Value (measured as of the date shares of Common Stock are issued to pursuant to Section 6) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares of Common Stock so withheld will not exceed the amount necessary to satisfy the Company’s required made proper provision for all applicable tax and similar withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and provided, further, that to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable, such share withholding procedure will be subject to the express prior approval of the Company’s Compensation Committeeobligations.

Withholding Obligations. (a) a. On each vesting date, and on or before the time you receive a distribution of the shares underlying your Restricted Stock Units, and at any other time as reasonably requested by the Company in accordance with applicable tax laws, you hereby authorize 299820832 v6 any required withholding from the Common Stock issuable to you and/or otherwise agree to make adequate provision in cash for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or any Affiliate that arise in connection with your Award (the “Withholding Taxes”). Additionally, the Company or any Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to your Award RSUs by any of the following means or by a combination of such means: (i) withholding from any compensation otherwise payable to you by the Company; (ii) causing you to tender a cash payment; (iii) permitting or requiring you to enter into a “same day sale” commitment, if applicable, with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby you irrevocably elect to sell a portion of the shares to be delivered in connection with your Restricted Stock Units to satisfy the Withholding Taxes and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Taxes directly to the Company and/or its Affiliates; or (iv) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to you in connection with the Award with a Fair Market Value (measured as of the date shares of Common Stock are issued to pursuant to Section 6) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares of Common Stock so withheld will not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and provided, further, that to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable, such share withholding procedure will be subject to the express prior approval of the Company’s Compensation CommitteeCommittee of the Board.

Withholding Obligations. As a condition to the exercise of any Option, the Administrator may require that the Participant satisfy, through a cash payment by the Participant or, in the discretion of the Administrator, through deduction or withholding from any payment of any kind otherwise due to the Participant, or through such other arrangements as are satisfactory to the Participant, the minimum amount of all federal, state and local income and other taxes of any kind required or permitted to be withheld in connection with such exercise. The Administrator in its discretion may permit Shares to be used to satisfy tax withholding requirements and such Shares will be valued at their Current Market Price as of the settlement date of the Option. However, the aggregate Current Market Price of the number of Shares that may be used to satisfy tax withholding requirements may not exceed the minimum statutory required withholding amount with respect to such Option. FUTUREFUEL CORP. By: Xxxxxx Xxxxxxx, Secretary EXHIBIT A FORM OF NOTICE OF EXERCISE (aTo be executed upon a partial or full exercise of the Options) On each vesting dateThe undersigned Participant irrevocably exercises Options for and purchases __________ shares of common stock (the “Shares”) of FutureFuel Corp. (the “Company”), and agrees to make payment therefor in the total amount of $______________________, all at the price per share and on or before the time you receive a distribution terms and conditions specified in Participant’s Option Agreement with the Company dated ______________. If such Shares do not include all of the shares underlying your Restricted Stock UnitsShares issuable as provided in the referenced Agreement, and at any other time as reasonably requested by the Company in accordance with applicable tax laws, you hereby authorize any required withholding from undersigned requests that a new Agreement for the Common Stock issuable to you and/or otherwise agree to make adequate provision in cash for any sums required to satisfy the federal, state, local and foreign tax withholding obligations number of Shares of the Company not being purchased hereunder, and otherwise in form and substance identical to the referenced Agreement, be issued in the name of and delivered to the undersigned. Please deliver shares in electronic format or any Affiliate that arise in connection with your Award prepare and deliver stock certificate(s) for such Shares titled and addressed as follows (the “Withholding Taxes”). Additionally, the Company or any Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to your Award by any of the following means or by a combination of such meansnote: (i) withholding from any compensation otherwise payable to you by the Company; (ii) causing you to tender a cash payment; (iii) permitting or requiring you to enter into a “same day sale” commitment, if applicable, with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby you irrevocably elect to sell a portion of the Participant must either provide DTC instructions for shares to be delivered held in connection with your Restricted Stock Units to satisfy the Withholding Taxes street name or full name and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Taxes directly to the Company and/or its Affiliates; or mailing address for certificated shares): Dated: ___________________, 20____ [NAME OF PARTICIPANT] By: ___________________________________ Name Printed: __________________________ Title: _________________________________ (ivSignature of Registered Participant) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to you in connection with the Award with a Fair Market Value (measured as of the date shares of Common Stock are issued to pursuant to Section 6) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares of Common Stock so withheld will not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and provided, further, that to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable, such share withholding procedure will be subject to the express prior approval of the Company’s Compensation Committee.Signature Guaranteed: ______________________________________ By: ___________________________________ [Title]

Withholding Obligations. (a) a. On each vesting date, and on or before the time you receive a distribution of the shares of Stock underlying your Restricted Stock UnitsAward, and at any other time as reasonably requested by the Company in accordance with applicable tax laws, you hereby authorize any required withholding from the Common shares of Stock issuable to you and/or otherwise agree to make adequate provision in cash for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or any Affiliate that arise in connection with your Award (the “Withholding Taxes”). Additionally, the Company or any Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to your Award by any of the following means or by a combination of such means: (i) withholding from any compensation otherwise payable to you by the Company; Company; (ii) causing you to tender a cash payment; payment; (iii) permitting or requiring you to enter into a “same day sale” commitment, if applicable, whereby Withholding Taxes may be satisfied with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby you irrevocably elect to sell a portion of the shares of Stock to be delivered in connection with your Restricted Stock Units by delivery of an irrevocable direction to satisfy a securities broker (on a form prescribed by the Withholding Taxes Committee) to sell a portion of the shares of Stock and whereby to deliver all or part of the FINRA Dealer irrevocably commits sale proceeds to forward the proceeds Company and/or its Affiliates in payment of the amount necessary to satisfy the Withholding Taxes directly to the Company and/or its Affiliatesobligation; or (iv) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to you in connection with the Award with a an aggregate Fair Market Value (measured as of the date shares of Common Stock are issued to pursuant to Section 6‎6) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares of Common Stock so withheld will not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and provided, further, that to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable, such share withholding procedure will be subject to the express prior approval of the Company’s Compensation Committee; or (v) such other arrangements as are satisfactory to the Committee.

Withholding Obligations. As a condition to the exercise of any Option, the Administrator may require that the Participant satisfy, through a cash payment by the Participant or, in the discretion of the Administrator, through deduction or withholding from any payment of any kind otherwise due to the Participant, or through such other arrangements as are satisfactory to the Participant, the minimum amount of all federal, state and local income and other taxes of any kind required or permitted to be withheld in connection with such exercise. The Administrator in its discretion may permit Shares to be used to satisfy tax withholding requirements and such Shares will be valued at their Current Market Price as of the settlement date of the Option. However, the aggregate Current Market Price of the number of Shares that may be used to satisfy tax withholding requirements may not exceed the minimum statutory required withholding amount with respect to such Option. FUTUREFUEL CORP. By: [_____________], [Secretary] EXHIBIT A FORM OF NOTICE OF EXERCISE (aTo be executed upon a partial or full exercise of the Options) On each vesting dateThe undersigned Participant irrevocably exercises Options for and purchases __________ shares of common stock (the “Shares”) of FutureFuel Corp. (the “Company”), and agrees to make payment therefor in the total amount of $______________________, all at the price per share and on or before the time you receive a distribution terms and conditions specified in Participant’s Option Agreement with the Company dated ______________. If such Shares do not include all of the shares underlying your Restricted Stock UnitsShares issuable as provided in the referenced Agreement, and at any other time as reasonably requested by the Company in accordance with applicable tax laws, you hereby authorize any required withholding from undersigned requests that a new Agreement for the Common Stock issuable to you and/or otherwise agree to make adequate provision in cash for any sums required to satisfy the federal, state, local and foreign tax withholding obligations number of Shares of the Company not being purchased hereunder, and otherwise in form and substance identical to the referenced Agreement, be issued in the name of and delivered to the undersigned. Please deliver shares in electronic format or any Affiliate that arise in connection with your Award prepare and deliver stock certificate(s) for such Shares titled and addressed as follows (the “Withholding Taxes”). Additionally, the Company or any Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to your Award by any of the following means or by a combination of such meansnote: (i) withholding from any compensation otherwise payable to you by the Company; (ii) causing you to tender a cash payment; (iii) permitting or requiring you to enter into a “same day sale” commitment, if applicable, with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby you irrevocably elect to sell a portion of the Participant must either provide DTC instructions for shares to be delivered held in connection with your Restricted Stock Units to satisfy the Withholding Taxes street name or full name and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Taxes directly to the Company and/or its Affiliates; or mailing address for certificated shares): ___________________________________ ___________________________________ ___________________________________ Dated: ___________________, 20____ [NAME OF PARTICIPANT] By: ___________________________________ Name Printed: __________________________ Title: _________________________________ (ivSignature of Registered Participant) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to you in connection with the Award with a Fair Market Value (measured as of the date shares of Common Stock are issued to pursuant to Section 6) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares of Common Stock so withheld will not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and provided, further, that to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable, such share withholding procedure will be subject to the express prior approval of the Company’s Compensation Committee.Signature Guaranteed: ______________________________________ By: ___________________________________ [Title]

Withholding Obligations. (a) On each vesting date, and on or before the time you receive a distribution of the shares underlying of Common Stock in respect of your Restricted Stock Units, and at any other time as reasonably requested by the Company in accordance with applicable tax laws, you hereby authorize any required withholding from the Common Stock issuable to you and/or otherwise agree to make adequate provision provision, including in cash cash, for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or any Affiliate that arise in connection with your Award (the “Withholding Taxes”). Additionally, the Company or any Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to your Award by any of the following means or by a combination of such means: (i) withholding from any compensation otherwise payable to you by the CompanyCompany or an Affiliate; (ii) causing you to tender a cash payment; (iii) permitting or requiring you to enter into a “same day sale” commitment, if applicable, with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby you irrevocably elect to sell a portion of the shares to be delivered in connection with your Restricted Stock Units to satisfy the Withholding Taxes and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Taxes directly to the Company and/or its Affiliates; or (iv) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to you in connection with the Award with a Fair Market Value (measured as of the date shares of Common Stock are issued to pursuant to Section 6) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares of Common Stock so withheld will not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and provided, further, that to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable, such share withholding procedure will be subject to the express prior approval of the Board or the Company’s Compensation Committee.

Withholding Obligations. (a) On each vesting date, and on or before At the time you receive a distribution of the shares underlying exercise your Restricted Stock Unitsoption, and in whole or in part, or at any other time thereafter as reasonably requested by the Company in accordance with applicable tax lawsCompany, you hereby authorize any required withholding from the Common Stock issuable payroll and any other amounts payable to you and/or you, and otherwise agree to make adequate provision in cash for (including by means of a “cashless exercise” pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or any Affiliate that an Affiliate, if any, which arise in connection with your Award option. (b) Upon your request and subject to approval by the “Withholding Taxes”). Additionally, the Company or any Affiliate mayCompany, in its sole discretion, satisfy all and compliance with any applicable conditions or any portion restrictions of law, the Company may withhold from fully vested shares of Common Stock otherwise issuable to you upon the exercise of your option a number of whole shares of Common Stock having a Fair Market Value, determined by the Company as of the Withholding Taxes obligation relating to your Award by any date of exercise, not in excess of the following means or minimum amount of tax required to be withheld by law. If the date of determination of any tax withholding obligation is deferred to a combination date later than the date of exercise of your option, share withholding pursuant to the preceding sentence shall not be permitted unless you make a proper and timely election under Section 83(b) of the Code, covering the aggregate number of shares of Common Stock acquired upon such exercise with respect to which such determination is otherwise deferred, to accelerate the determination of such means: (i) tax withholding obligation to the date of exercise of your option. Notwithstanding the filing of such election, shares of Common Stock shall be withheld solely from any compensation fully vested shares of Common Stock determined as of the date of exercise of your option that are otherwise payable issuable to you by the Company; (ii) causing upon such exercise. Any adverse consequences to you to tender a cash payment; (iii) permitting or requiring you to enter into a “same day sale” commitment, if applicable, with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby you irrevocably elect to sell a portion of the shares to be delivered arising in connection with such share withholding procedure shall be your Restricted Stock Units to satisfy sole responsibility. (c) You may not exercise your option unless the Withholding Taxes and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Taxes directly to tax withholding obligations of the Company and/or its Affiliates; any Affiliate are satisfied. Accordingly, you may not be able to exercise your option when desired even though your option is vested, and the Company shall have no obligation to issue a certificate for such shares of Common Stock or (iv) withholding release such shares of Common Stock from the shares of Common Stock issued or otherwise issuable to you in connection with the Award with a Fair Market Value (measured as of the date shares of Common Stock are issued to pursuant to Section 6) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares of Common Stock so withheld will not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates any escrow provided for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and provided, further, that to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable, such share withholding procedure will be subject to the express prior approval of the Company’s Compensation Committeeherein. 12.

Withholding Obligations. (a) On each vesting date, and on or before the time you receive a distribution of the cash, shares underlying or other property subject to your Restricted Stock UnitsAward, and or at any other time thereafter as reasonably requested by the Company in accordance compliance with applicable tax lawslaw, you hereby authorize any required withholding from the Common Stock issuable to you and/or otherwise agree to make adequate provision in cash for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or any Affiliate that which arise in connection with your Award (the “Withholding Taxes”). AdditionallyWithout limiting the foregoing, the Company or any Affiliate an Affiliate, or their respective agents, may, in its their sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to your Award by any of the following means or by a combination of such means: (i) withholding from any compensation otherwise payable to you by the Company; (ii) causing you to tender a cash payment; (iii) permitting or requiring you to enter into a “same day sale” commitment, if applicable, commitment with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby you irrevocably elect to sell a portion of the shares to be delivered in connection with your Restricted Stock Units under the Award to satisfy the Withholding Taxes and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Taxes directly to the Company and/or its Affiliates; or , including a commitment pursuant to a previously established Company-approved 10b5-1 plan, and/or (iv) if approved by the Committee in a manner that complies with applicable laws, withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to you in connection with the Award with a Fair Market Value (measured as of the date shares of Common Stock are issued to pursuant to Section 6) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares of Common Stock so withheld will not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and provided, further, that to . Unless the extent necessary to qualify for an exemption from application of Section 16(b) Withholding Taxes obligations of the Exchange ActCompany and/or any Affiliate are satisfied, if applicable, such share withholding procedure the Company will be subject have no obligation to the express prior approval of the Company’s Compensation Committeedeliver to you any Common Stock.

Withholding Obligations. (a) On each vesting date, and on or before At the time you receive a distribution of the shares underlying exercise your Restricted Stock UnitsOption, in whole or in part, and at any other time as reasonably requested by the Company in accordance with applicable tax laws, you hereby authorize any required withholding from the Common shares of Stock issuable to you and/or otherwise agree to make adequate provision in cash for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or any Affiliate that arise in connection with your Award exercise (the “Withholding Taxes”). Additionally, the Company or any Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to your Award exercise by any of the following means or by a combination of such means: (i) withholding from any compensation otherwise payable to you by the Company; Company; (ii) causing you to tender a cash payment; payment; (iii) permitting or requiring you to enter into a “same day sale” commitment, if applicable, whereby Withholding Taxes may be satisfied with a broker-dealer that is a member portion of the Financial Industry Regulatory Authority shares of Stock to be delivered in connection with your exercise by delivery of an irrevocable direction to a securities broker (on a “FINRA Dealer”form prescribed by the Committee) whereby you irrevocably elect to sell a portion of the shares of Stock and to be delivered deliver all or part of the sale proceeds to the Company and/or its Affiliates in connection with your Restricted Stock Units to satisfy payment of the Withholding Taxes and whereby the FINRA Dealer irrevocably commits to forward the proceeds amount necessary to satisfy the Withholding Taxes directly to the Company and/or its Affiliatesobligation; or (iv) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to you in connection with the Award Option with a an aggregate Fair Market Value (measured as of the date shares of Common Stock are issued to pursuant to Section 6exercise) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares of Common Stock so withheld will not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and provided, further, that to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable, such share withholding procedure will be subject to the express prior approval of the Company’s Compensation Committee; or (v) such other arrangements as are satisfactory to the Committee.

Withholding Obligations. (a) On each vesting date, The Participant hereby authorizes withholding in such form as the Participant elects and on or before the time you receive a distribution of the shares underlying your Restricted Stock Units, and at any other time as reasonably requested by the Company in accordance with applicable tax laws, you hereby authorize any required withholding from the Common Stock issuable to you and/or otherwise agree agrees to make adequate provision in cash for for, any sums required to satisfy the minimum federal, state, local and foreign tax withholding obligations of the Company or any Affiliate that an Affiliate, if any, which arise in connection with your the Award. At the time the Award (the “Withholding Taxes”). Additionallyis granted, or at any time thereafter as requested by the Company or any Affiliate maythe Participant, in its sole discretion, satisfy all or any portion the Participant shall elect the method for the satisfaction of the Withholding Taxes obligation relating tax withholding related to your this Award by any of from the following means or by a combination of such meansalternatives: (i) withholding from any compensation otherwise payable payroll or other amounts paid to you the Participant by the Company; (ii) causing you to tender payment by a cash paymentcheck from the Participant; (iii) permitting or requiring you withholding of shares of Common Stock by the Company from the vested shares otherwise deliverable pursuant to enter into a “same day sale” commitment, if applicable, with this Award; (iv) the use of a broker-dealer that is assisted sale (if the Company’s Shares are publicly traded on a member national stock exchange or electronic quotation system and the Company has established the appropriate procedures); (v) any other legal method authorized by the Committee or (vi) any combination of the Financial Industry Regulatory Authority foregoing. In addition, the Participant authorizes the Company to deduct from payroll (a “FINRA Dealer”either from salary or any bonus) whereby you irrevocably elect any contributions the Participant authorizes be made to sell a portion the Participant’s 401(k) plan account based on the delivery of Common Stock pursuant to this Award. The Company, upon the election of the Participant as to the method of tax withholding and in compliance with any applicable legal conditions or restrictions, may withhold from fully vested shares of Common Stock otherwise deliverable to the Participant a number of whole shares of Common Stock having a Fair Market Value, as determined by the Company, in good faith, as of the date the Participant recognizes income with respect to those shares of Common Stock, not in excess of the amount of the minimum tax required to be delivered withheld by law (or such other amount (lower or higher) that would avoid adverse financial accounting treatment). Any adverse consequences to the Participant arising in connection with your Restricted such Common Stock Units to satisfy withholding procedure shall be the Withholding Taxes and Participant’s sole responsibility. In addition, after the Company’s Shares are publicly traded on a national stock exchange or electronic quotation system, the Company, in its discretion, may establish a procedure, whereby the FINRA Dealer irrevocably commits Participant may make an irrevocable election to forward direct a broker (determined by the proceeds necessary Company) to satisfy the Withholding Taxes directly to the Company and/or its Affiliates; or (iv) withholding sell sufficient shares of Common Stock from the Award to cover the tax withholding obligations of the Company or any Affiliate and deliver such proceeds to the Company. The Participant shall be responsible for complying with all Company policies regarding stock trading as well as the applicable securities laws in connection with a sale of shares of Common Stock issued or otherwise issuable received pursuant to you in connection with this Award. Unless the Award with a Fair Market Value (measured as tax withholding obligations of the date shares of Common Stock Company or any Affiliate are issued satisfied, the Company shall have no obligation to pursuant to Section 6) equal to the amount of such Withholding Taxes; provided, however, that the number of issue such shares of Common Stock so withheld will not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and provided, further, that to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable, such share withholding procedure will be subject to the express prior approval of the Company’s Compensation CommitteeStock.

Withholding Obligations. Grantee understands that, at the time that Grantee becomes vested and/or receives payment for any Units (a) On each vesting dateincluding through the delivery of Shares), the Company may be required to withhold federal, state, local, and, if applicable, foreign, income and on employment taxes. At the time of vesting, or at or before the time you receive Grantee receives a distribution of the shares Shares underlying your Restricted Stock Unitsthe Units or other consideration, and or at any other time thereafter as reasonably requested by the Company, Grantee hereby authorizes the Company in accordance with applicable tax laws, you hereby authorize to satisfy any required withholding from the Common Stock issuable to you and/or otherwise agree to make adequate provision in cash for any sums required to satisfy the federal, state, local local, payroll, and foreign tax withholding obligations of the Company or any Affiliate that arise in connection with your Award the Units (the “Withholding Taxes”). AdditionallyNotwithstanding any other provision of this Section, the Company or any Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to your Award the Units by any of the following means or by a combination of such means: (i) withholding from any compensation otherwise payable to you the Grantee by the Company; (ii) causing you the Grantee to tender a cash payment; or (iii) permitting or requiring you to enter into a “same day sale” commitment, if applicable, with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby you irrevocably elect to sell a portion of the shares to be delivered in connection with your Restricted Stock Units to satisfy the Withholding Taxes and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Taxes directly to the Company and/or its Affiliates; or (iv) withholding shares of Common Stock Shares from the shares of Common Stock Shares issued or otherwise issuable to you Grantee in connection with the Award Units with a Fair Market Value (measured as of the date shares of Common Stock the Withholding Taxes are issued to pursuant to Section 6be determined) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares of Common Stock Shares so withheld will shall not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and provided, further, income (or such lesser amount as may be necessary to avoid classification of the Units as a liability for financial accounting purposes). Grantee understands that all matters with respect to the extent necessary total amount of taxes to qualify for an exemption from application be withheld in respect of Section 16(b) of the Exchange Act, if applicable, such share withholding procedure compensation income will be subject determined by the Administrator in its reasonable discretion. Grantee further understands that, although the Company may pay withheld amounts to the express prior approval applicable taxing authorities, the Grantee is responsible for payment of all taxes due as a result of compensation arising under the Company’s Compensation CommitteeAgreement.

Withholding Obligations. (a) On each vesting date, and on or before the time you receive Participant receives a distribution of Common Stock underlying the shares underlying your Restricted Stock UnitsPSUs, and or at any other time as reasonably requested by the Company in accordance with applicable tax laws, you hereby authorize any required withholding from the Common Stock issuable to you and/or otherwise agree Participant agrees to make adequate provision in cash for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or any Affiliate that arise in connection with your this Award (the “Withholding Taxes”). AdditionallySpecifically, the Company or any an Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to your the Award by any of the following means or by a combination of such means: (i) withholding from any compensation otherwise payable to you Participant by the CompanyCompany or an Affiliate; (ii) causing you Participant to tender a cash payment; (iii) permitting or requiring you Participant to enter into a “same day sale” commitment, if applicable, commitment with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby you Participant irrevocably elect elects to sell a portion of the shares to be delivered in connection with your Restricted Stock Units the PSUs to satisfy the Withholding Taxes and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Taxes directly to the Company and/or its Affiliates; or (iv) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to you Participant in connection with the Award PSUs with a Fair Market Value (measured as of the date shares of Common Stock are issued to delivered pursuant to Section 63) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares of Common Stock so withheld will shall not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and provided, further, that to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable, such share withholding procedure will be subject to the express prior approval of the Company’s Compensation Committee.

Withholding Obligations. (a) On each vesting date, and on or before the time you receive a distribution of the shares underlying your Restricted Stock Performance Units, and at any other time as reasonably requested by the Company in accordance with applicable tax laws, you hereby authorize any required withholding from the Common Stock issuable to you and/or otherwise agree to make adequate provision in cash for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or any Affiliate affiliate that arise in connection with your Award (the “Withholding Taxes”). Additionally, the Company or any Affiliate affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to your Award by any of the following means or by a combination of such means: (i) withholding from any compensation otherwise payable to you by the Company; (ii) causing you to tender a cash payment; (iii) permitting or requiring you to enter into a “same day sale” commitment, if applicable, with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby you irrevocably elect to sell a portion of the shares to be delivered in connection with your Restricted Stock Performance Units to satisfy the Withholding Taxes and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Taxes directly to the Company and/or its Affiliatesaffiliates; or (iv) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to you in connection with the Award with a Fair Market Value (measured as of the date shares of Common Stock are issued to pursuant to Section 6) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares of Common Stock so withheld will not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and provided, further, that to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable, such share withholding procedure will be subject to the express prior approval of the Company’s Compensation Committee.

Withholding Obligations. (a) a. On each vesting date, and on or before the time you receive a distribution of the shares of Common Stock underlying your Restricted Stock UnitsAward, and at any other time as reasonably requested by the Company in accordance with applicable tax laws, you hereby authorize any required withholding from the Common Stock issuable to you and/or otherwise agree to make adequate provision in cash for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or any Affiliate that arise in connection with your Award (the “Withholding Taxes”). Additionally, ) measured based on the Company or any Affiliate may, in its sole discretion, satisfy all or any portion Fair Market Value of such shares of Common Stock as of the trading day immediately preceding the day shares of Common Stock are vested. In satisfaction of such Withholding Taxes obligation relating and in accordance with the Sell to your Award by any of Cover Election included in the following means or by a combination of such means: (i) withholding from any compensation otherwise payable to Grant Notice, you by the Company; (ii) causing you to tender a cash payment; (iii) permitting or requiring you to enter into a “same day sale” commitment, if applicable, with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby you have irrevocably elect elected to sell a the portion of the shares of Common Stock to be delivered in connection with underlying your Restricted Stock Units Award necessary so as to satisfy the Withholding Taxes and whereby shall execute any letter of instruction or agreement required by E*Trade Securities LLC or any other stock plan service provider or brokerage firm designated by the FINRA Dealer Company for such purposes (the “Agent”) to cause the Agent to irrevocably commits commit to forward the proceeds necessary to satisfy the Withholding Taxes directly to the Company and/or its Affiliates; or (iv) withholding . Notwithstanding any other provision of this Agreement, the Company shall not be obligated to deliver any new certificate representing shares of Common Stock from the shares of Common Stock issued or otherwise issuable to you in connection with the Award with a Fair Market Value (measured as of the date shares of Common Stock are issued or to pursuant to Section 6) equal to the amount of such Withholding Taxes; provided, however, that the number of your legal representative or enter such shares of Common Stock so withheld will not exceed in book entry form unless and until you or your legal representative shall have paid or otherwise satisfied in full the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for of all federal, state, local and foreign tax purposestaxes, including payroll taxes, that are applicable to supplemental your taxable income; and provided, further, that income resulting from the grant or vesting of the Restricted Stock Units or the issuance of shares of Common Stock. In accordance with your Sell to Cover Election pursuant to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange ActGrant Notice, if applicable, such share withholding procedure will be subject to the express prior approval of the Company’s Compensation Committee.you hereby acknowledge and agree:

Withholding Obligations. (a) On each vesting date, and on or before At the time you receive a distribution of the shares underlying of Common Stock pursuant to your Restricted Stock UnitsAward, and or at any other time as reasonably requested by the Company in accordance with applicable tax lawsCompany, you hereby authorize any required withholding from the Common Stock issuable to you and/or otherwise agree to make adequate provision in cash for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or any Affiliate that an Affiliate, if any, which arise in connection with your Award (the “Withholding Taxes”)Award. Additionally, the Company or any Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to your Award by any of the following means or by a combination of such means: (i) withholding from any compensation otherwise payable to you by the Company; (ii) causing you to tender a cash payment; (iii) permitting or requiring you to enter into a “same day sale” commitment, if applicable, commitment with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) ), which shall initially be E*Trade, whereby you irrevocably elect to sell a the portion of the shares to be delivered in connection with your Restricted Stock Units under the Award necessary so as to satisfy the Withholding Taxes and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Taxes directly to the Company and/or its Affiliates; Affiliates or (iv) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to you in connection with the Award with a Fair Market Value (measured as of the date shares of Common Stock are issued to pursuant to Section 6vested or are issued, as applicable) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares of Common Stock so withheld will shall not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and provided, further, that to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable, such share withholding procedure will be subject to the express prior approval of the Company’s Compensation Committee.

Withholding Obligations. Regardless of any action the Company or the Grantee's actual employer (athe “Employer”) On each takes with respect to any or all applicable income tax (including federal, state and local taxes and any applicable withholding tax or amounts under the laws of any other jurisdiction), social insurance contributions, payroll tax, payment on account or other tax-related withholding in connection with the grant, vesting date, and on or before the time you receive a distribution payment in settlement of the shares underlying your Restricted Stock UnitsAward or payment of dividend equivalents (“Tax-Related Items”), and at any other time as reasonably requested the Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by the Grantee is and remains the Grantee's responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in accordance connection with applicable tax lawsany aspect of the Award, you hereby authorize including the grant and the receipt of a cash payment upon settlement of the Award; and (ii) do not commit to structure the terms of the grant or any required withholding from aspect of the Common Stock issuable Award to you and/or otherwise agree reduce or eliminate the Grantee's liability for Tax-Related Items. Further, notwithstanding any contrary provision of this Agreement, no cash payment shall be made to make adequate provision in cash for any sums required the Grantee unless and until satisfactory arrangements (as determined by the Committee) have been made by the Grantee to satisfy the federal, state, local all withholding and foreign tax withholding payment on account obligations of the Company or any Affiliate that arise in connection and/or the Employer with your Award (respect to the “Withholding Taxes”)cash payment. AdditionallyIn this regard, the Grantee authorizes the Company or any Affiliate may, in its sole discretion, satisfy the Employer to withhold all applicable Tax-Related Items legally payable by the Grantee from the Grantee's wages or any portion other cash compensation payable to the Grantee by the Company or the Employer or from the cash payment received upon settlement of the Withholding Taxes obligation relating Award. The Grantee agrees to your Award by any of the following means or by a combination of such means: (i) withholding from any compensation otherwise payable to you by the Company; (ii) causing you to tender a cash payment; (iii) permitting or requiring you to enter into a “same day sale” commitment, if applicable, with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby you irrevocably elect to sell a portion of the shares to be delivered in connection with your Restricted Stock Units to satisfy the Withholding Taxes and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Taxes directly pay to the Company and/or its Affiliates; or (iv) withholding shares to the Employer any amount of Common Stock from Tax-Related Items that the shares Company or the Employer may be required to withhold as a result of Common Stock issued the grant or settlement of the Award or payment of dividend equivalents that cannot be satisfied by the means previously described. The Grantee acknowledges and agrees that the Company may refuse to deliver any cash payment otherwise issuable due hereunder if the Grantee fails to you comply with his or her obligations in connection with the Award with a Fair Market Value (measured Tax-Related Items as of the date shares of Common Stock are issued to pursuant to Section 6) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares of Common Stock so withheld will not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and provided, further, that to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable, such share withholding procedure will be subject to the express prior approval of the Company’s Compensation Committeedescribed in this Section.

Withholding Obligations. (a) On each vesting date, and on or before the time you receive a distribution of the shares underlying your Restricted Stock Units, and at any other time as reasonably requested by the Company in accordance with applicable tax laws, you hereby authorize any required withholding from the Common Stock issuable to you and/or otherwise agree to make adequate provision in cash for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or any Affiliate that arise in connection with your Award (the “Withholding Taxes”). Additionally, the Company or any Affiliate may, in its sole discretion, shall satisfy all Withholding Taxes by or any portion of the Withholding Taxes obligation relating to your Award by withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to you in connection with the Award with a Fair Market Value (measured as of the date shares of Common Stock are issued to pursuant to Section 7) equal to the amount of such Withholding Taxes (“Share Withholding”); provided, however, that the number of such shares of Common Stock so withheld will not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the maximum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; provided further that if Share Withholding would cause the Company to violate a provision set forth in any credit agreement or other financing document to which the Company is a party, the Committee may require you to satisfy the Withholding Taxes obligation relating to your Award by any of the following means or by a combination of such means: (i) withholding from any compensation otherwise payable to you by the Company; (ii) causing you to tender a cash payment; or (iii) provided that at the time of issuance the Common Stock is publicly traded, permitting or requiring you to enter into a “same day sale” commitment, if applicable, with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) commitment whereby you irrevocably elect to sell a portion of the shares to be delivered in connection with your Restricted Stock Units to a registered broker to satisfy the Withholding Taxes and whereby the FINRA Dealer broker irrevocably commits to forward the proceeds necessary to satisfy the Withholding Taxes directly to the Company and/or its Affiliates; or (iv) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to you in connection with the Award with a Fair Market Value (measured as of the date shares of Common Stock are issued to pursuant to Section 6) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares of Common Stock so withheld will not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and provided, further, that to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable, such share withholding procedure will be subject to the express prior approval of the Company’s Compensation Committee.

Withholding Obligations. (a) On each vesting date, and on or before the time you receive a distribution of the shares underlying your Restricted Stock Units, and at any other time as reasonably requested by the Company in accordance with applicable tax laws, you hereby authorize any required withholding from the Common Stock issuable to you and/or otherwise agree to make adequate provision in cash for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or any Affiliate that arise in connection with your Award (the “Withholding Taxeswithholding taxes”). AdditionallySpecifically, pursuant to section 11(d), you have agreed to a “same day sale” commitment with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby you have irrevocably agreed to sell a portion of the shares to be delivered in connection with your Restricted Stock Units to satisfy the Withholding Taxes and whereby the FINRA Dealer committed to forward the proceeds necessary to satisfy the Withholding Taxes directly to the Company and/or its Affiliates. If, for any reason, such “same day sale” commitment pursuant to section 11(d) does not result in sufficient proceeds to satisfy the Withholding Taxes, the Company or any an Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to your Award by any of the following means or by a combination of such means: (i) withholding from any compensation otherwise payable to you by the CompanyCompany or an Affiliate; (ii) causing you to tender a cash paymentpayment (which may be in the form of a check, electronic wire transfer or other method permitted by the Company); or (iii) permitting or requiring you subject to enter into a “same day sale” commitment, if applicable, with a broker-dealer that is a member the approval of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby you irrevocably elect to sell a portion independent members of the shares to be delivered in connection with your Restricted Stock Units to satisfy the Withholding Taxes and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Taxes directly to the Company and/or its Affiliates; or (iv) Board, withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to you in connection with the Award your Restricted Stock Units with a Fair Market Value fair market value (measured as of the date shares of Common Stock are issued to pursuant to Section 6you) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares of Common Stock so withheld will not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and provided, further, that to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable, such share withholding procedure will be subject to the express prior approval of the Company’s Compensation Committee.

Withholding Obligations. Regardless of any action the Company or the Grantee’s actual employer (athe “Employer”) On each takes with respect to any or all applicable income tax (including federal, state and local taxes and any applicable withholding tax or amounts under the laws of any other jurisdiction), social insurance contributions, payroll tax, payment on account or other tax-related withholding in connection with the grant, vesting date, and on or before the time you receive a distribution payment in settlement of the shares underlying your Restricted Stock UnitsAward or payment of dividend equivalents (“Tax-Related Items”), and at any other time as reasonably requested the Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by the Grantee is and remains the Grantee’s responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in accordance connection with applicable tax lawsany aspect of the Award, you hereby authorize including the grant and the receipt of a cash payment upon settlement of the Award; and (ii) do not commit to structure the terms of the grant or any required withholding from aspect of the Common Stock issuable Award to you and/or otherwise agree reduce or eliminate the Grantee’s liability for Tax-Related Items. Further, notwithstanding any contrary provision of this Agreement, no cash payment shall be made to make adequate provision in cash for any sums required the Grantee unless and until satisfactory arrangements (as determined by the Committee) have been made by the Grantee to satisfy the federal, state, local all withholding and foreign tax withholding payment on account obligations of the Company or any Affiliate that arise in connection and/or the Employer with your Award (respect to the “Withholding Taxes”)cash payment. AdditionallyIn this regard, the Grantee authorizes the Company or any Affiliate may, in its sole discretion, satisfy the Employer to withhold all applicable Tax-Related Items legally payable by the Grantee from the Grantee’s wages or any portion other cash compensation payable to the Grantee by the Company or the Employer or from the cash payment received upon settlement of the Withholding Taxes obligation relating Award. The Grantee agrees to your Award by any of the following means or by a combination of such means: (i) withholding from any compensation otherwise payable to you by the Company; (ii) causing you to tender a cash payment; (iii) permitting or requiring you to enter into a “same day sale” commitment, if applicable, with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby you irrevocably elect to sell a portion of the shares to be delivered in connection with your Restricted Stock Units to satisfy the Withholding Taxes and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Taxes directly pay to the Company and/or its Affiliates; or (iv) withholding shares to the Employer any amount of Common Stock from Tax-Related Items that the shares Company or the Employer may be required to withhold as a result of Common Stock issued the grant or settlement of the Award or payment of dividend equivalents that cannot be satisfied by the means previously described. The Grantee acknowledges and agrees that the Company may refuse to deliver any cash payment otherwise issuable due hereunder if the Grantee fails to you comply with his or her obligations in connection with the Award with a Fair Market Value (measured Tax-Related Items as of the date shares of Common Stock are issued to pursuant to Section 6) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares of Common Stock so withheld will not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and provided, further, that to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable, such share withholding procedure will be subject to the express prior approval of the Company’s Compensation Committeedescribed in this Section.

Withholding Obligations. (a) 1. On each vesting date, and on or before the time you receive a distribution of the shares underlying your Restricted Deferred Stock Units, and at any other time as reasonably requested by the Company in accordance with applicable tax laws, you hereby authorize any required withholding from the Common Stock issuable to you and/or otherwise agree to make adequate provision in cash for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or any Affiliate that arise in connection with your Award (the “Withholding Taxes”). AdditionallySpecifically, the Company or any an Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to your Award by any of the following means or by a combination of such means: (i) withholding from any compensation otherwise payable to you by the CompanyCompany or an Affiliate; (ii) causing you to tender a cash payment; (iii) permitting or requiring you to enter into a “same day sale” commitment, if applicable, commitment with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby you irrevocably elect to sell a portion of the shares to be delivered in connection with your Restricted Deferred Stock Units to satisfy the Withholding Taxes and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Taxes directly to the Company and/or its Affiliates; or (iv) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to you in connection with the Award your Deferred Stock Units with a Fair Market Value (measured as of the date shares of Common Stock are issued to pursuant to Section 6you) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares of Common Stock so withheld will not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and provided, provided further, that to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable, such share withholding procedure will shall be subject to the express prior approval of the Company’s Compensation CommitteeBoard or a duly authorized committee thereof.

Withholding Obligations. Prior to the settlement of any RSUs subject to this Award, Grantee shall provide (ai) On each vesting date, and on or before the time you receive a distribution of the shares underlying your Restricted Stock Units, and at any other time as reasonably requested by the Company in accordance with applicable tax laws, you hereby authorize any required withholding from the Common Stock issuable to you and/or otherwise agree to make adequate provision full payment (in cash for any sums required or by check or by a combination thereof) to satisfy the federalminimum Withholding Tax Obligation (as defined below) with respect to which the Award or portion thereof shall settle or (ii) subject to compliance with applicable Legal Requirements, indication that the Grantee elects to tender to the Company Shares owned by the Grantee (or by the Grantee and his or her spouse jointly) and purchased and held for the requisite period of time as may be required to avoid the Company’s incurring an adverse accounting charge, based on the Fair Market Value of such Shares on the payment date necessary to satisfy the minimum Withholding Tax Obligation that would otherwise be required to be paid by the Grantee to the Company pursuant to clause (i) of this Section 2.4, or (iii) notwithstanding the foregoing and unless notice to the contrary is given to the Grantee by the Company, the number of Shares that would otherwise be issued to the Grantee upon settlement of the Award (or portion thereof) reduced by a number of Shares having an aggregate Fair Market Value, on the date of such issuance, equal to the payment to satisfy the minimum Withholding Tax Obligation that would otherwise be required to be made by the Grantee to the Company pursuant to clause (i) of this Section 2.4. Any social security calculation or other adjustments discovered after the net Share payment described in clause (iii) of this Section 2.4 hereof will be settled in cash, not in Shares. For the avoidance of doubt, the Company may satisfy the Grantee’s withholding obligation from the Grantee’s other compensation which may be payable by the Company, including any withholding obligation which may not be satisfied though the procedures identified in this Section 2.4. For purposes hereof, the “Withholding Tax Obligation” means the minimum amount necessary to satisfy Federal, state, local and or foreign withholding tax withholding obligations of the Company or any Affiliate that arise requirements, if any, in connection with your Award (the “Withholding Taxes”). Additionally, the Company or any Affiliate may, in its sole discretion, satisfy all or any portion vesting of the Withholding Taxes obligation relating to your Award by any of the following means or by a combination of such means: (i) withholding from any compensation otherwise payable to you by the Company; (ii) causing you to tender a cash payment; (iii) permitting or requiring you to enter into a “same day sale” commitment, if applicable, with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby you irrevocably elect to sell a portion of the shares to be delivered in connection with your Restricted Stock Units to satisfy the Withholding Taxes and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Taxes directly to the Company and/or its Affiliates; or (iv) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to you in connection with the Award with a Fair Market Value (measured as of the date shares of Common Stock are issued to pursuant to Section 6) equal to the amount of such Withholding TaxesAward; provided, however, that that, in the number of such shares of Common Stock so withheld will not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and provided, further, that to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable, such share withholding procedure will be subject to the express prior approval discretion of the Company, the Company may allow the Grantee to withhold an additional amount or additional number of Shares to satisfy an additional amount of withholding taxes up to the maximum individual statutory tax rate in the applicable jurisdiction, but only if such additional withholding, or the discretion to elect such additional withholding, does not result in adverse accounting treatment of this Award to the Company. Vesting of the Award (or portion thereof) will result in taxable compensation reportable on the Grantee’s Compensation CommitteeW-2 in year of vesting.

Withholding Obligations. (a) On each vesting date, and on or before the time you receive a distribution of the shares underlying your Restricted Stock Units, and at any other time as reasonably requested by the Company in accordance with applicable tax laws, you hereby authorize any required withholding from the Common Stock issuable to you and/or otherwise agree to make adequate provision in cash for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or any Affiliate that arise in connection with your Award (the “Withholding Taxes”). Additionally, the Company or any Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to your Award by any of the following means or by a combination of such means: (i) withholding from any compensation otherwise payable to you by the Company; (ii) causing you to tender a cash payment; (iii) permitting or requiring you to enter into a “same day sale” commitment, if applicable, with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby you irrevocably elect to sell a portion of the shares to be delivered in connection with your Restricted Stock Units to satisfy the Withholding Taxes and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Taxes directly to the Company and/or its Affiliates; or (iv) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to you in connection with the Award with a Fair Market Value (measured as of the date shares of Common Stock are issued to pursuant to Section 6) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares of Common Stock so withheld will not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and provided, provided further, that to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable, such share withholding procedure will be subject to the express prior approval of the Company’s Compensation Committee.

Withholding Obligations. (a) On each vesting date, and on or before the time you receive a distribution As of the shares underlying your Restricted Stock Unitsdate the Option is exercised, and the date Shares are issued to the Purchaser and/or at any other time thereafter as reasonably requested by the Company in accordance with applicable tax lawsCompany, you Purchaser hereby authorize any required authorizes withholding from the Common Stock issuable payroll and any other amounts payable to you and/or Purchaser, and Purchaser otherwise agree agrees to make adequate provision in cash for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or any Affiliate that an Affiliate, if any, which arise in connection with your Award the Option or this Agreement (the “Withholding Taxes”). Additionally, the The Company or any Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to your Award by any of the following means or by a combination of such means: (i) withholding from any compensation amounts otherwise payable to you Purchaser by the Company; (ii) causing you Purchaser to tender a cash payment; (iii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to Purchaser in connection with the Option or this Agreement that are not subject to the Reacquisition Right with a Fair Market Value equal to the amount of such Withholding Taxes or (iv) permitting or requiring you Purchaser to enter into a “same day sale” commitment, if applicable, with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby you Purchaser irrevocably elect elects to sell a portion of the shares subject to be delivered in connection with your Restricted Stock Units this Agreement or the Option to the extent not subject to the Reacquisition Right to satisfy the Withholding Taxes and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Taxes directly to the Company and/or its Affiliates; or (iv) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to you in connection with the Award with a Fair Market Value (measured as of the date shares of Common Stock are issued to pursuant to Section 6) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares of Common Stock so withheld will may not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and provided, further, that to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable, such share withholding procedure will be subject to the express prior approval of the Company’s Compensation Committee.

Withholding Obligations. (a) On a)On each vesting date, and on or before the time you receive a distribution of the shares underlying your Restricted Stock Units, and at any other time as reasonably requested by the Company in accordance with applicable tax laws, you hereby authorize any required withholding from the Common Stock issuable to you and/or otherwise agree to make adequate provision in cash for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or any Affiliate that arise in connection with your Award (the “Withholding Taxes”). Additionally, the Company or any Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to your Award by any of the following means or by a combination of such means: (i) withholding from any compensation otherwise payable to you by the Company; (ii) causing you to tender a cash payment; (iii) permitting or requiring you to enter into a “same day sale” commitment, if applicable, with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby you irrevocably elect to sell a portion of the shares to be delivered in connection with your Restricted Stock Units to satisfy the Withholding Taxes and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Taxes directly to the Company and/or its Affiliates; or (iv) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to you in connection with the Award with a Fair Market Value (measured as of the date shares of Common Stock are issued to pursuant to Section 6) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares of Common Stock so withheld will not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and provided, further, that to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable, such share withholding procedure will be subject to the express prior approval of the Company’s Compensation Committee.

Withholding Obligations. (a) On each vesting date, and on or before At the time you receive a distribution of the shares underlying exercise your Restricted Stock Unitsoption, and in whole or in part, or at any other time thereafter as reasonably requested by the Company in accordance with applicable tax lawsCompany, you hereby authorize any required withholding from the Common Stock issuable payroll and any other amounts payable to you and/or you, and otherwise agree to make adequate provision in cash for (including by means of a “cashless exercise” pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or any Affiliate that an Affiliate, if any, which arise in connection with the exercise of your Award (option. Upon your request and subject to approval by the “Withholding Taxes”). Additionally, the Company or any Affiliate mayCompany, in its sole discretion, satisfy all and compliance with any applicable legal conditions or any portion restrictions, the Company may withhold from fully vested shares of Common Stock otherwise issuable to you upon the exercise of your option a number of whole shares of Common Stock having a Fair Market Value, determined by the Company as of the Withholding Taxes obligation relating to your Award by any date of exercise, not in excess of the following means minimum amount of tax required to be withheld by law (or by such lower amount as may be necessary to avoid classification of your option as a combination liability for financial accounting purposes). If the date of determination of any tax withholding obligation is deferred to a date later than the date of exercise of your option, share withholding pursuant to the preceding sentence shall not be permitted unless you make a proper and timely election under Section 83(b) of the Code, covering the aggregate number of shares of Common Stock acquired upon such exercise with respect to which such determination is otherwise deferred, to accelerate the determination of such means: (i) tax withholding obligation to the date of exercise of your option. Notwithstanding the filing of such election, shares of Common Stock shall be withheld solely from any compensation fully vested shares of Common Stock determined as of the date of exercise of your option that are otherwise payable issuable to you by the Company; (ii) causing upon such exercise. Any adverse consequences to you to tender a cash payment; (iii) permitting or requiring you to enter into a “same day sale” commitment, if applicable, with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby you irrevocably elect to sell a portion of the shares to be delivered arising in connection with such share withholding procedure shall be your Restricted Stock Units to satisfy sole responsibility. You may not exercise your option unless the Withholding Taxes and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Taxes directly to tax withholding obligations of the Company and/or its Affiliates; any Affiliate are satisfied. Accordingly, you may not be able to exercise your option when desired even though your option is vested, and the Company shall have no obligation to issue a certificate for such shares of Common Stock or (iv) withholding release such shares of Common Stock from the shares of Common Stock issued or otherwise issuable to you in connection with the Award with a Fair Market Value (measured as of the date shares of Common Stock any escrow provided for herein unless such obligations are issued to pursuant to Section 6) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares of Common Stock so withheld will not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and provided, further, that to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable, such share withholding procedure will be subject to the express prior approval of the Company’s Compensation Committeesatisfied.

Withholding Obligations. (a) a. On each vesting date, and on or before the time you receive a distribution of the shares underlying your Restricted Performance Stock Units, and at any other time as reasonably requested by the Company in accordance with applicable tax laws, you hereby authorize any required withholding from the Common Stock issuable to you and/or otherwise agree to make adequate provision in cash for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or any Affiliate that arise in connection with your Award (the “Withholding Taxes”). AdditionallySpecifically, the Company or any an Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to your Award by any of the following means or by a combination of such means: (i) withholding from any compensation otherwise payable to you by the CompanyCompany or an Affiliate; (ii) causing you to tender a cash payment; (iii) permitting or requiring you to enter into a “same day sale” commitment, if applicable, commitment with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby you irrevocably elect to sell a portion of the shares to be delivered in connection with your Restricted Performance Stock Units to satisfy the Withholding Taxes and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Taxes directly to the Company and/or its Affiliates; or (iv) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to you in connection with the Award your Performance Stock Units with a Fair Market Value (measured as of the date shares of Common Stock are issued to pursuant to Section 6you) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares of Common Stock so withheld will not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and provided, provided further, that to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable, such share withholding procedure will shall be subject to the express prior approval of the Company’s Compensation CommitteeBoard or a duly authorized committee thereof.

Withholding Obligations. (a) On each vesting date, and on or before the time you receive a distribution of the shares underlying subject to your Restricted Stock UnitsAward, and or at any other time thereafter as reasonably requested by the Company in accordance with applicable tax lawsCompany, you hereby authorize any required withholding from the Common Stock issuable to you and/or otherwise agree to make adequate provision in cash for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or any Affiliate that which arise in connection with your Award (the “Withholding Taxes”). Additionally, the Company or any Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to your Award by any of the following means or by a combination of such means: (i) withholding from any compensation otherwise payable to you by the Company; (ii) causing you to tender a cash payment; , (iii) permitting or requiring you to enter into a “same day sale” commitment, if applicable, commitment with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby you irrevocably elect to sell a portion of the shares to be delivered in connection with your Restricted Stock Units to satisfy the Withholding Taxes and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Taxes directly to the Company and/or its Affiliates; or (iv) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to you in connection with the Award with a Fair Market Value (measured as of the date shares of Common Stock are issued to pursuant to Section 6) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares of Common Stock so withheld will shall not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and provided, provided further, that to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable, such share withholding procedure will shall be subject to the express prior approval of the Company’s Compensation Committee.

Withholding Obligations. (a) On each vesting date, and on or before the time you receive Participant receives a distribution of Common Stock pursuant to the shares underlying your Restricted Stock UnitsAward, and or at any other time thereafter as reasonably requested by the Company, Participant agrees to provide the Company in accordance with applicable tax laws, you hereby authorize any required withholding from the Common Stock issuable to you and/or otherwise agree to make adequate provision an amount in cash for any sums required that is sufficient to satisfy the federal, state, local and foreign tax withholding obligations of the Company or any Affiliate that which arise in connection with your Award this Award, or, if permitted by the Company in its sole discretion, authorizes any required withholding from the Common Stock issuable to Participant (the “Withholding Taxes”). Additionally, the Company or any Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to your the Award by any of the following means or by a combination of such means: (i) withholding from any compensation otherwise payable to you Participant by the Company; (ii) causing you Participant to tender a cash payment; (iii) permitting or requiring you Participant to enter into a “same day sale” commitment, if applicable, commitment with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby you Participant irrevocably elect elects to sell a portion of the shares to be delivered in connection with your Restricted Stock Units under the Award to satisfy the Withholding Taxes and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Taxes directly to the Company and/or its Affiliates; or (iv) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to you Participant in connection with the Award with a Fair Market Value (measured as of the date shares of Common Stock are issued to delivered pursuant to Section 63) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares of Common Stock so withheld will shall not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and provided, further, that to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable, such share withholding procedure will be subject to the express prior approval of the Company’s Compensation Committee.