Common use of Withholding of Taxes Clause in Contracts

Withholding of Taxes. If the Grantee makes an election under section 83(b) of the Code with respect to the Award, the Award made pursuant to this Agreement shall be conditioned upon the Grantee making prompt payment to the Company of any applicable withholding obligations or withholding taxes by the Grantee ("Withholding Taxes"). Failure by the Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be immediately cancelled. If the Grantee does not make an election under section 83(b) of the Code with respect to the Award, upon the lapse of the Restricted Period with respect to any portion of the Restricted Shares (or property distributed with respect thereto), the Company shall cancel such Restricted Shares (or withhold property) having an aggregate Fair Value, on the date next preceding the lapse of the Restricted Period, in an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee. The Company shall deduct from any distribution of cash (whether or not related to the Award including, without limitation, salary payments) to the Grantee an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made in respect of the Shares subject to the Award). For purposes of this Agreement, "Fair Value" means the closing sales price of the Shares on the New York Stock Exchange on such date, or in the absence of reported sales on such date, the closing sales price of the Shares on the immediately preceding date for which sales were reported.

Withholding of Taxes. If Notwithstanding any contrary provision of this Agreement, no certificate representing shares of Stock will be issued to you unless and until satisfactory arrangements (as determined by the Grantee makes an election under section 83(bCommittee) of the Code have been made by you with respect to the Awardpayment of federal, state, local or foreign income, employment and other taxes which the Award made pursuant to this Agreement shall Committee determines must be conditioned upon the Grantee making prompt payment to the Company of any applicable withholding obligations or withholding taxes by the Grantee withheld ("Withholding Taxes"). Failure by the Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be immediately cancelled. If the Grantee does not make an election under section 83(b“Tax Related Items”) of the Code with respect to the Awardshares of Stock so issuable. The Committee hereby allows you, upon pursuant to such procedures as the lapse Committee may specify from time to time, to satisfy such Tax Related Items, in whole or in part (without limitation) by one or more of the Restricted Period with respect following: (a) paying cash; (b) electing to any portion have CryoLife or an Eligible Employer withhold otherwise deliverable shares of Stock having a Fair Market Value, as defined in the Plan, equal to the amount of the Restricted Shares (or property distributed with respect thereto), the Company shall cancel such Restricted Shares (or withhold property) having an aggregate Fair Value, on the date next preceding the lapse of the Restricted Period, in an amount Tax Related Items required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect be withheld; or (c) electing to Grantee. The Company shall deduct have CryoLife or an Eligible Employer withhold any amount of Tax Related Items from any distribution wages or other cash compensation payable to you by CryoLife or the Eligible Employer, as the case may be. If the obligation for Tax Related Items is satisfied by withholding a number of cash (whether or not related shares of Stock as described above, you will be deemed to have been issued the Award including, without limitation, salary payments) to the Grantee an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made in respect full number of the Shares shares of Stock subject to the Award). For purposes of this Agreementvested performance shares, "Fair Value" means the closing sales price notwithstanding that a number of the Shares on shares of Stock are held back solely for the New York Stock Exchange on such date, or in purpose of paying the absence Tax Related Items due as a result of reported sales on such date, the closing sales price any aspect of the Shares on performance shares. If you fail to make satisfactory arrangements for the immediately preceding date for which sales were reportedpayment of the Tax Related Items at the time any applicable performance shares are scheduled to vest, you will permanently forfeit such performance shares and no shares of Stock will be issued to you pursuant to them.

Withholding of Taxes. If Notwithstanding any contrary provision of this Award Agreement, no Shares will be issued to Participant unless and until satisfactory arrangements (as determined by the Grantee makes an election under section 83(bCommittee) of the Code have been made by Participant with respect to the Awardpayment of federal, state, local or foreign income, employment and other taxes which the Award made pursuant to this Agreement shall Committee determines must be conditioned upon the Grantee making prompt payment to the Company of any applicable withholding obligations or withholding taxes by the Grantee withheld ("Withholding Taxes"). Failure by the Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be immediately cancelled. If the Grantee does not make an election under section 83(b“Tax Related Items”) of the Code with respect to the AwardShares so issuable. The Committee hereby allows Participant, upon pursuant to such procedures as the lapse Committee may specify from time to time, to satisfy such Tax Related Items, in whole or in part (without limitation) by one or more of the Restricted Period with respect following: (a) paying cash; (b) selling on the open market otherwise deliverable Shares having a Fair Market Value, as defined in the Plan, equal to the amount needed to cover the Tax Related Items; or (c) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value, as defined in the Plan, equal to the amount of the Tax Related Items required to be withheld. If the obligation for Tax Related Items is satisfied by selling Shares on the open market or withholding a number of Shares as described above, Participant will be deemed to have been issued the full number of Shares subject to the vested Performance Shares, notwithstanding that a number of the Shares are sold or held back solely for the purpose of paying the Tax Related Items due as a result of any aspect of the Award. If Participant fails to make satisfactory arrangements for the payment of the Tax Related Items at the time any portion of the Restricted Shares (or property distributed with respect thereto)Award is scheduled to vest, the Company shall cancel Participant will permanently forfeit such Restricted Shares (or withhold property) having an aggregate Fair Value, on the date next preceding the lapse portion of the Restricted Period, in an amount required Award and no Shares will be issued to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect Participant pursuant to Grantee. The Company shall deduct from any distribution of cash (whether or not related to the Award including, without limitation, salary payments) to the Grantee an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made in respect of the Shares subject to the Award). For purposes of this Agreement, "Fair Value" means the closing sales price of the Shares on the New York Stock Exchange on such date, or in the absence of reported sales on such date, the closing sales price of the Shares on the immediately preceding date for which sales were reportedthem.

Withholding of Taxes. If Notwithstanding any contrary provision of this Agreement, no Shares of Common Stock will be issued to the Grantee makes an election under section 83(bParticipant, unless and until satisfactory arrangements (as determined by the Plan Administrator) of will have been made by the Code Participant with respect to the Awardpayment of income (including federal, the Award made pursuant to this Agreement shall be conditioned upon the Grantee making prompt state, foreign and local taxes), employment, social insurance, payroll tax, payment to on account and other taxes which the Company of any applicable withholding obligations or withholding taxes by the Grantee ("Withholding Taxes"). Failure by the Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will determines must be immediately cancelled. If the Grantee does not make an election under section 83(b) of the Code withheld with respect to such shares so issuable (the Award, upon “Withholding Taxes”). Participant acknowledges that the lapse ultimate liability for all Withholding Taxes legally due by the Participant is and remains the Participant’s responsibility and that the Company and/or the Participant’s actual employer (the “Employer”) (i) make no representations or undertakings regarding the treatment of any Withholding Taxes in connection with any aspect of the Restricted Period with respect Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Withholding Taxes. To satisfy the Withholding Taxes, the Company may withhold otherwise deliverable shares of Common Stock upon vesting of Restricted Stock Units, according to the vesting schedule, having a Fair Market Value equal to the minimum amount required to be withheld for the payment of the Withholding Taxes pursuant to such procedures as the Plan Administrator may specify from time to time. The Company will not retain fractional shares of Common Stock to satisfy any portion of the Withholding Taxes. If the Plan Administrator determines that the withholding of whole shares of Common Stock results in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Shares Stock Units or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or property distributed the Employer to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages or other cash compensation payable to the Participant by the Company or the Employer or from any equivalent cash payment received upon vesting of the Restricted Stock Units. Alternatively, or in addition, if permissible under local law, the Company may allow Participant to satisfy the Withholding Taxes payable by the Participant, by providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable to the Participant having a Fair Market Value equal to the Withholding Taxes, provided that such sale does not violate Company policy or Applicable Laws. If the Participant fails to make satisfactory arrangements for the payment of the Withholding Taxes hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 3, the Participant will permanently forfeit such Restricted Stock Units and any shares of Common Stock otherwise deliverable with respect thereto), the Company shall cancel such Restricted Shares (or withhold property) having an aggregate Fair Value, on the date next preceding the lapse of and the Restricted Period, in an amount required Stock Units will not be issued to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee. The Company shall deduct from any distribution of cash (whether or not related to the Award including, without limitation, salary payments) to the Grantee an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made in respect of the Shares subject to the Award). For purposes of this Agreement, "Fair Value" means the closing sales price of the Shares on the New York Stock Exchange on such date, or in the absence of reported sales on such date, the closing sales price of the Shares on the immediately preceding date for which sales were reportedParticipant.

Withholding of Taxes. If Regardless of any action the Company and/or the Subsidiary or affiliate employing Grantee makes an election under section 83(b(the “Employer”) take with respect to any or all income tax (including federal, state, and/or local taxes), social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is and remains 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 connection with any aspect of the Code Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the payment of the Restricted Stock Units in Shares or in cash, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee’s liability for Tax-Related Items. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to Grantee, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Grantee with respect to the Awardpayment of all Tax-Related Items which the Company determines must be withheld with respect to such Shares so issuable. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy Tax-Related Items, in whole or in part by one or more of the Award made following (without limitation): (a) paying cash, (b) withholding from the Grantee’s wages or other cash compensation paid to Grantee by the Company and/or the Employer, (c) have the Company withhold otherwise deliverable Shares, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatment, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Grantee’s behalf and at his or her direction pursuant to this Agreement shall be conditioned upon the Grantee making prompt payment to authorization) through such means as the Company of any applicable withholding obligations may determine in its sole discretion (whether through a broker or withholding taxes by the Grantee ("Withholding Taxes"otherwise). Failure by the Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be immediately cancelled. If the obligation for Tax-Related Items is satisfied by withholding in Shares, Grantee does not make an election under section 83(b) is deemed to have been issued the full number of the Code with respect to the Award, upon the lapse of the Restricted Period with respect to any portion of the Restricted Shares (or property distributed with respect thereto), the Company shall cancel such Restricted Shares (or withhold property) having an aggregate Fair Value, on the date next preceding the lapse of the Restricted Period, in an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee. The Company shall deduct from any distribution of cash (whether or not related to the Award including, without limitation, salary payments) to the Grantee an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made in respect of the Shares subject to the Award). For purposes of this Agreementvested Restricted Stock Units, "Fair Value" means the closing sales price notwithstanding that a number of the Shares on are held back solely for the New York Stock Exchange on such date, or in purpose of paying the absence Tax-Related Items due as a result of reported sales on such date, the closing sales price any aspect of the Restricted Stock Units. If Grantee fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Shares on otherwise are scheduled to vest pursuant to Section 2, Grantee will permanently forfeit such Shares and the immediately preceding date for which sales were reportedShares will be returned to the Company at no cost to the Company.

Withholding of Taxes. If the Grantee makes an election under section 83(b) of the Code with respect to the Award, the Award made pursuant to this Agreement The Corporation shall be conditioned upon entitled, if necessary or desirable, to withhold from any amounts due and payable by the Grantee making prompt Corporation to «Last_Name» (or to secure payment to from «Last_Name» in lieu of withholding) the Company amount of any applicable withholding obligations or withholding taxes by other tax due from the Grantee ("Withholding Taxes"). Failure by the Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be immediately cancelled. If the Grantee does not make an election under section 83(b) of the Code with respect to the Award, upon the lapse of the Restricted Period Corporation with respect to any portion Common Stock which becomes vested and unrestricted under this Agreement, and the Corporation may defer such issuance until such amounts are paid or withheld. «Last_Name» may elect to satisfy his or her obligation to advance the amount of any required income or other withholding taxes (the “Required Tax Payments”) by any of the following means: (1) a cash payment to the Corporation, (2) delivery (either actual delivery or by attestation procedures established by the Corporation) to the Corporation of previously owned whole shares of Common Stock (for which «Last_Name» has good title, free and clear of all liens and encumbrances) having a Fair Market Value (as defined in the Plan), determined as of the date the obligation to withhold or pay taxes first arises in connection with the Restricted Shares Stock Unit Award (or property distributed the “Tax Date”), equal to the Required Tax Payments, (3) authorizing the Corporation to withhold from the shares of Common Stock otherwise to be delivered to the holder pursuant to the Restricted Stock Unit Award, a number of whole shares of Common Stock having a Fair Market Value, determined as of the Tax Date, equal to the Required Tax Payments, (4) a cash payment by a broker-dealer acceptable to the Corporation through whom «Last_Name» has sold the shares with respect theretoto which the Required Tax Payments have arisen or (5) any combination of (1), (2) and (3). The Compensation Committee shall have sole discretion to disapprove of an election pursuant to any of clauses (2)-(5) for any holder who is not a director or an “officer” (as defined in Rule 16a-1(f) under the Company shall cancel such Restricted Securities Exchange Act of 1934). Shares (of Common Stock to be delivered or withhold property) having an aggregate withheld may not have a Fair Value, on the date next preceding the lapse Market Value in excess of the Restricted Period, in an minimum amount of the Required Tax Payments. Any fraction of a share of Common Stock which would be required to satisfy such an obligation shall be disregarded and the required Withholding Taxes as set forth remaining amount due shall be paid in cash by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Granteeholder. The Company No certificate representing a share of Common Stock shall deduct from any distribution of cash (whether or not related to be delivered until the Award including, without limitation, salary payments) to the Grantee an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made Required Tax Payments have been satisfied in respect of the Shares subject to the Award). For purposes of this Agreement, "Fair Value" means the closing sales price of the Shares on the New York Stock Exchange on such date, or in the absence of reported sales on such date, the closing sales price of the Shares on the immediately preceding date for which sales were reportedfull.

Withholding of Taxes. If You acknowledge that you are required to make acceptable arrangements to pay any withholding taxes that may be due as a result of receipt of this Award or the Grantee makes an election under section 83(bvesting (including continued vesting) and payout of the Code with respect to the PSUs that you receive under this Award, and no Shares will be released to you until you have made such arrangements. These arrangements may include any one or a combination of the Award made following, as determined by the Company or the Committee: (a) the Company’s repurchase of Shares to be issued upon settlement of the PSUs (b) the sale of Shares acquired upon settlement of the PSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this Agreement shall be conditioned upon the Grantee making prompt authorization without further consent); (c) direct payment by you to the Company; (d) payroll withholding from your wages or other cash compensation paid to you by the Company; or (e) any other method as the Company or Committee may elect in compliance with the Plan, the Code and applicable law. The FMV of any applicable the Shares that are repurchased, if applicable, will be determined as of the date when the taxes otherwise would have been withheld in cash, and will be applied as a credit against the taxes. Depending on the withholding obligations method, the Company may withhold or account for withholding taxes by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case you will receive a refund of any over-withheld amount in cash and will have no entitlement to the Grantee ("Withholding Taxes"). Failure by the Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be immediately cancelledcommon share equivalent. If the Grantee does not make an election under section 83(b) obligation for taxes is satisfied by the repurchase of Shares, you are deemed to have been issued the Code with respect to the Award, upon the lapse full number of the Restricted Period with respect to any portion of the Restricted Shares (or property distributed with respect thereto), the Company shall cancel such Restricted Shares (or withhold property) having an aggregate Fair Value, on the date next preceding the lapse of the Restricted Period, in an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee. The Company shall deduct from any distribution of cash (whether or not related to the Award including, without limitation, salary payments) to the Grantee an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made in respect of the Shares subject to the Award). For purposes of this Agreementvested RSU, "Fair Value" means the closing sales price notwithstanding that a number of the Shares on are repurchased solely for the New York Stock Exchange on such datepurpose of paying the taxes. You acknowledge that the ultimate liability for all tax obligations legally due by you is and remains your responsibility. If you are subject to tax liabilities in more than one jurisdiction between the grant date and the date of any relevant taxable or tax withholding event, as applicable, you acknowledge that the Company may be required to withhold or account for tax liability in the absence of reported sales on such date, the closing sales price of the Shares on the immediately preceding date for which sales were reportedmore than one jurisdiction.

Withholding of Taxes. If Regardless of any action the Company and/or the Subsidiary or affiliate employing Grantee makes an election under section 83(b(the "Employer") take with respect to any or all income tax (including federal, state, and/or local taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is and remains 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 connection with any aspect of the Code Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the payment of the Restricted Stock Units in Shares or in cash, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee's liability for Tax-Related Items. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to Grantee, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Grantee with respect to the Awardpayment of all Tax-Related Items which the Company determines must be withheld with respect to such Shares so issuable. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy Tax-Related Items, in whole or in part by one or more of the Award made following (without limitation): (a) paying cash, (b) withholding from the Grantee's wages or other cash compensation paid to Grantee by the Company and/or the Employer, (c) have the Company withhold otherwise deliverable Shares, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatment, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this Agreement shall be conditioned upon the Grantee making prompt payment to authorization) through such means as the Company of any applicable withholding obligations may determine in its sole discretion (whether through a broker or withholding taxes by the Grantee ("Withholding Taxes"otherwise). Failure by the Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be immediately cancelled. If the obligation for Tax-Related Items is satisfied by withholding in Shares, Grantee does not make an election under section 83(b) is deemed to have been issued the full number of the Code with respect to the Award, upon the lapse of the Restricted Period with respect to any portion of the Restricted Shares (or property distributed with respect thereto), the Company shall cancel such Restricted Shares (or withhold property) having an aggregate Fair Value, on the date next preceding the lapse of the Restricted Period, in an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee. The Company shall deduct from any distribution of cash (whether or not related to the Award including, without limitation, salary payments) to the Grantee an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made in respect of the Shares subject to the Award). For purposes of this Agreementvested Restricted Stock Units, "Fair Value" means the closing sales price notwithstanding that a number of the Shares on are held back solely for the New York Stock Exchange on such date, or in purpose of paying the absence Tax-Related Items due as a result of reported sales on such date, the closing sales price any aspect of the Restricted Stock Units. If Grantee fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Shares on otherwise are scheduled to vest pursuant to Section 2, Grantee will permanently forfeit such Shares and the immediately preceding date for which sales were reportedShares will be returned to the Company at no cost to the Company.

Withholding of Taxes. If Regardless of any action the Company and/or the Subsidiary or affiliate employing Grantee makes an election under section 83(b(the “Employer”) take with respect to any or all income tax (including federal, state, and/or local taxes), social insurance, fringe benefit tax, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is and remains 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 connection with any aspect of the Code Performance Shares, including the grant of the Performance Shares, the vesting of Performance Shares, the payment of the Performance Shares in Shares or in cash, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Performance Shares to reduce or eliminate the Grantee’s liability for Tax-Related Items. Further, if Grantee is subject to Tax-Related Items in more than one jurisdiction, Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Notwithstanding any contrary provision of this Agreement, no payment pursuant to the Performance Shares will be made to Grantee, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Grantee with respect to the Awardpayment of all Tax-Related Items which the Company determines must be withheld with respect to such Shares so issuable. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy Tax-Related Items, in whole or in part by one or more of the Award made following (without limitation): (a) paying cash, (b) withholding from the Grantee’s wages or other cash compensation paid to Grantee by the Company and/or the Employer, (c) have the Company withhold otherwise deliverable Shares, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Grantee’s behalf and at his or her direction pursuant to this Agreement shall be conditioned upon authorization) through such means as the Company may determine in its sole discretion (whether through a broker or otherwise). Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case Grantee making prompt payment will receive a refund of any over-withheld amount in cash and will have no entitlement to the Company of any applicable withholding obligations or withholding taxes by the Grantee ("Withholding Taxes"). Failure by the Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be immediately cancelledShare equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, Grantee does not make an election under section 83(b) is deemed to have been issued the full number of the Code with respect to the Award, upon the lapse of the Restricted Period with respect to any portion of the Restricted Shares (or property distributed with respect thereto), the Company shall cancel such Restricted Shares (or withhold property) having an aggregate Fair Value, on the date next preceding the lapse of the Restricted Period, in an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee. The Company shall deduct from any distribution of cash (whether or not related to the Award including, without limitation, salary payments) to the Grantee an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made in respect of the Shares subject to the Award). For purposes of this Agreementvested Performance Shares, "Fair Value" means the closing sales price notwithstanding that a number of the Shares on are held back solely for the New York Stock Exchange on such date, or in purpose of paying the absence Tax-Related Items due as a result of reported sales on such date, the closing sales price any aspect of the Performance Shares. If Grantee fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Shares on otherwise are scheduled to vest pursuant to Section 2, Grantee will permanently forfeit such Shares and the immediately preceding date for which sales were reportedShares will be returned to the Company at no cost to the Company.

Withholding of Taxes. If On or before the Grantee makes an election under section 83(b) of the Code with respect to the Award, the Award made pursuant to this Agreement shall be conditioned upon the Grantee making prompt payment to the Company of any applicable withholding obligations or withholding taxes by the Grantee ("Withholding Taxes"). Failure by the Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be immediately cancelled. If the Grantee does not make an election under section 83(b) of the Code with respect to the Award, upon the lapse of the Restricted Period with respect to any portion of the Restricted Shares (or property distributed with respect thereto), the Company shall cancel such Restricted Shares (or withhold property) having an aggregate Fair Value, on the date next preceding the lapse of the Restricted Period, in an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee. The Company shall deduct from any time Participant receives a distribution of cash (whether or not related to the Award including, without limitation, salary payments) to the Grantee an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made in respect of the Shares subject to the Award, or at any time thereafter as requested by the Company, Participant hereby authorizes any required withholding from the Common Stock issuable to Participant and/or otherwise 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 which arise in connection with the Award (the “Withholding Taxes”). For purposes Additionally, the Company may, in its sole discretion, satisfy all or any portion of this Agreement, "Fair Value" the Withholding Taxes obligation relating to the Award by any of the following means or by a combination of such means: (i) withholding from any compensation otherwise payable to Participant by the closing sales price Company; (ii) causing Participant to tender a cash payment; (iii) permitting or requiring Participant to enter into a “same day sale” commitment with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby Participant irrevocably elects to sell a portion of the Shares on to be delivered in connection with the New York Restricted Stock Exchange on 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; (iv) withholding Shares from the Shares issued or otherwise issuable to Participant in connection with the Award with a Fair Market Value (measured as of the date Shares are issued to Participant pursuant to Section 5) equal to the amount of such dateWithholding Taxes; provided, however, that the number of such Shares so withheld 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; or in (v) any other method permitted by Applicable Law. Unless the absence tax withholding obligations of reported sales on such datethe Company and/or any Affiliate are satisfied, the closing sales price Company shall have no obligation to deliver to Participant any Common Stock. In the event the Company’s obligation to withhold arises prior to the delivery to Participant of Common Stock or it is determined after the delivery of Common Stock to Participant that the amount of the Shares on Company’s withholding obligation was greater than the immediately preceding date for which sales were reportedamount withheld by the Company, Participant agrees to indemnify and hold the Company harmless from any failure by the Company to withhold the proper amount.

Withholding of Taxes. If Regardless of any action the Grantee makes an election under section 83(bCompany or Participant’s employer (the “Employer”) takes with respect to any or all applicable national, local, or other tax or social contribution, withholding, required deductions, or other payments, if any, that arise upon the grant or vesting of the Code Restricted Stock Units or the holding or subsequent sale of Shares, and the receipt of dividends, if any (“Tax-Related Items”), Participant acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by Participant is and remains Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Participant further acknowledges that the Company and the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including grant or vesting, the subsequent sale of Shares acquired under the Plan, and the receipt of dividends, if any; and (b) does not commit to and is under no obligation to structure the terms of the Restricted Stock Units or any aspect of the Restricted Stock Units to reduce or eliminate Participant’s liability for Tax-Related Items, or achieve any particular tax result. Further, if Participant has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Committee) will have been made by Participant with respect to the Awardpayment of any Tax-Related Items which the Company determines must be withheld with respect to such Shares. The Committee, the Award made in its sole discretion and pursuant to this Agreement shall such procedures as it may specify from time to time, may permit Participant to satisfy such Tax-Related Items, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be conditioned upon the Grantee making prompt payment withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax-Related Items by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required Tax-Related Items hereunder at the time any applicable withholding obligations Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or withholding taxes by the Grantee ("Withholding Taxes"). Failure by the Grantee 4, Participant will permanently forfeit such Restricted Stock Units and any right to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio receive Shares thereunder and the Restricted Shares granted hereunder Stock Units will be immediately cancelled. If the Grantee does not make an election under section 83(b) of the Code with respect returned to the Award, upon the lapse of the Restricted Period with respect to any portion of the Restricted Shares (or property distributed with respect thereto), the Company shall cancel such Restricted Shares (or withhold property) having an aggregate Fair Value, on the date next preceding the lapse of the Restricted Period, in an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee. The Company shall deduct from any distribution of cash (whether or not related at no cost to the Award including, without limitation, salary payments) to the Grantee an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made in respect of the Shares subject to the Award). For purposes of this Agreement, "Fair Value" means the closing sales price of the Shares on the New York Stock Exchange on such date, or in the absence of reported sales on such date, the closing sales price of the Shares on the immediately preceding date for which sales were reportedCompany.

Withholding of Taxes. If Notwithstanding any contrary provision of this Agreement, no Shares of Common Stock will be issued to the Grantee makes an election under section 83(bParticipant, unless and until satisfactory arrangements (as determined by the Plan Administrator) of will have been made by the Code Participant with respect to the Awardpayment of income (including federal, the Award made pursuant to this Agreement shall be conditioned upon the Grantee making prompt state, foreign and local taxes), employment, social insurance, payroll tax, payment to on account and other taxes which the Company of any applicable withholding obligations or withholding taxes by the Grantee ("Withholding Taxes"). Failure by the Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will determines must be immediately cancelled. If the Grantee does not make an election under section 83(b) of the Code withheld with respect to such Shares so issuable (the Award, upon “Withholding Taxes”). Participant acknowledges that the lapse ultimate liability for all Withholding Taxes legally due by the Participant is and remains the Participant’s responsibility and that the Company and/or the Participant’s actual employer (the “Employer”) (i) make no representations or undertakings regarding the treatment of any Withholding Taxes in connection with any aspect of the Restricted Period with respect Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Withholding Taxes. To satisfy the Withholding Taxes, the Company may withhold otherwise deliverable shares of Common Stock upon vesting of Restricted Stock Units, according to the vesting schedule, having a Fair Market Value equal to the minimum amount required to be withheld for the payment of the Withholding Taxes pursuant to such procedures as the Plan Administrator may specify from time to time. The Company will not retain fractional shares of Common Stock to satisfy any portion of the Withholding Taxes. If the Plan Administrator determines that the withholding of whole shares of Common Stock results in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Shares (Stock Units or property distributed with respect thereto)the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory to the Company shall cancel such Restricted Shares or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer to withhold property) having an aggregate Fair Value, on all applicable Withholding Taxes legally payable by the date next preceding Participant from the lapse Participant’s wages or other cash compensation payable to the Participant by the Company or the Employer or from any equivalent cash payment received upon vesting of the Restricted Period, in an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to GranteeStock Units. The Company shall deduct from any distribution of cash (whether or not related to the Award including, without limitation, salary payments) to the Grantee an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made in respect of the Shares subject to the Award). For purposes of this Agreement, "Fair Value" means the closing sales price of the Shares on the New York Stock Exchange on such dateAlternatively, or in the absence of reported sales on such dateaddition, if permissible under local law, the closing sales price Participant may instruct and authorize the Plan Administrator to pay Withholding Taxes, in whole or in part, by one of the Shares on the immediately preceding date for which sales were reported.additional following alternatives:

Withholding of Taxes. If Notwithstanding any contrary provision of this Agreement, no shares of Stock will be issued to the Grantee makes an election under section 83(bParticipant, unless and until satisfactory arrangements (as determined by the Plan Administrator) of will have been made by the Code Participant with respect to the Awardpayment of income (including federal, the Award made pursuant to this Agreement shall be conditioned upon the Grantee making prompt state, foreign and local taxes), employment, social insurance, payroll tax, payment to on account and other taxes which the Company of any applicable withholding obligations or withholding taxes by the Grantee ("Withholding Taxes"). Failure by the Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will determines must be immediately cancelled. If the Grantee does not make an election under section 83(b) of the Code withheld with respect to such shares of Stock so issuable (the Award, upon “Withholding Taxes”). Participant acknowledges that the lapse ultimate liability for all Withholding Taxes legally due by the Participant is and remains the Participant’s responsibility and that the Company and/or the Participant’s actual employer (the “Employer”) (i) make no representations or undertakings regarding the treatment of any Withholding Taxes in connection with any aspect of the Restricted Period with respect Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units in shares of Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Stock acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Withholding Taxes. To satisfy the Withholding Taxes, the Company may withhold otherwise deliverable shares of Stock upon vesting of Restricted Stock Units, according to the vesting schedule, having a Fair Market Value equal to the minimum amount required to be withheld for the payment of the Withholding Taxes pursuant to such procedures as the Plan Administrator may specify from time to time. The Company will not retain fractional shares of Stock to satisfy any portion of the Withholding Taxes. If the Plan Administrator determines that the withholding of whole shares of Stock results in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Stock as described above, prior to the issuance of shares of Stock upon vesting of Restricted Shares (Stock Units or property distributed with respect thereto)the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory to the Company shall cancel such Restricted Shares or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer to withhold property) having an aggregate Fair Value, on all applicable Withholding Taxes legally payable by the date next preceding Participant from the lapse Participant’s wages or other cash compensation payable to the Participant by the Company or the Employer or from any equivalent cash payment received upon vesting of the Restricted Period, in an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to GranteeStock Units. The Company shall deduct from any distribution of cash (whether or not related to the Award including, without limitation, salary payments) to the Grantee an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made in respect of the Shares subject to the Award). For purposes of this Agreement, "Fair Value" means the closing sales price of the Shares on the New York Stock Exchange on such dateAlternatively, or in the absence of reported sales on such dateaddition, if permissible under local law, the closing sales price Participant may instruct and authorize the Plan Administrator to pay Withholding Taxes, in whole or in part, by one of the Shares on the immediately preceding date for which sales were reported.additional following alternatives:

Withholding of Taxes. If the Grantee makes an election under section 83(b) of the Code with respect to the Award, the Award made pursuant to this Agreement shall be conditioned upon the Grantee making prompt payment to the Company of any applicable withholding obligations or withholding taxes by the Grantee ("“Withholding Taxes"”). Failure by the Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be immediately cancelled. If the Grantee does not make an election under section 83(b) of the Code with respect to the Award, upon the lapse of the Restricted Period a Vesting Date with respect to any portion of the Restricted Shares (or property distributed with respect thereto), the Company shall cancel such Restricted Shares (or withhold property) having an aggregate Fair Value, on the date next preceding the lapse of the Restricted PeriodVesting Date, in an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's ’s minimum statutory withholding with respect to Grantee. The Company shall deduct from any distribution of cash (whether or not related to the Award including, without limitation, salary payments) to the Grantee an amount as shall be reasonably required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's ’s minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made in respect of the Shares subject to the Award). For purposes of this Agreement, "“Fair Value" ” means the closing sales price of the Shares on the New York Stock Exchange Nasdaq Global Select Market on such date, or in the absence of reported sales on such date, the closing sales price of the Shares on the immediately preceding date for which sales were reported.

Withholding of Taxes. If You acknowledge that you are required to make acceptable arrangements to pay any withholding taxes that may be due as a result of receipt of this Award or the Grantee makes an election under section 83(b) vesting and payout of the Code with respect to the RSUs that you receive under this Award, and no Shares will be released to you until you have made such arrangements. These arrangements may include any one or a combination of the Award made following, as determined by the Company or the Committee: (a) the Company’s repurchase of Shares to be issued upon settlement of the RSUs (b) the sale of Shares acquired upon settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this Agreement shall be conditioned upon the Grantee making prompt authorization without further consent); (c) direct payment by you to the Company; (d) payroll withholding from your wages or other cash compensation paid to you by the Company; or (e) any other method as the Company or Committee may elect in compliance with the Plan, the Code and applicable law. The Fair Market Value of any applicable the Shares that are repurchased, if applicable, will be determined as of the date when the taxes otherwise would have been withheld in cash, and will be applied as a credit against the taxes. Depending on the withholding obligations method, the Company may withhold or account for withholding taxes by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case you will receive a refund of any over-withheld amount in cash and will have no entitlement to the Grantee ("Withholding Taxes"). Failure by the Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be immediately cancelledcommon share equivalent. If the Grantee does not make an election under section 83(b) obligation for taxes is satisfied by the repurchase of Shares, you are deemed to have been issued the Code with respect to the Award, upon the lapse full number of the Restricted Period with respect to any portion of the Restricted Shares (or property distributed with respect thereto), the Company shall cancel such Restricted Shares (or withhold property) having an aggregate Fair Value, on the date next preceding the lapse of the Restricted Period, in an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee. The Company shall deduct from any distribution of cash (whether or not related to the Award including, without limitation, salary payments) to the Grantee an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made in respect of the Shares subject to the Award). For purposes of this Agreementvested RSU, "Fair Value" means the closing sales price notwithstanding that a number of the Shares on are repurchased solely for the New York Stock Exchange on such datepurpose of paying the taxes. You acknowledge that the ultimate liability for all tax obligations legally due by you is and remains your responsibility. If you are subject to tax liabilities in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, you acknowledge that the Company may be required to withhold or account for tax liability in the absence of reported sales on such date, the closing sales price of the Shares on the immediately preceding date for which sales were reportedmore than one jurisdiction.

Withholding of Taxes. If Notwithstanding any contrary provision of this Grant Agreement, no certificate representing the Grantee makes an election under section 83(bShares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) of the Code will have been made by Participant with respect to the Awardpayment of income, employment, social insurance, payroll and other taxes which the Award made pursuant Company determines must be withheld with respect to this Agreement shall be conditioned upon such Shares. Prior to vesting and/or settlement of the Grantee making prompt payment Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any applicable required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or tax withholding taxes by the Grantee ("Withholding Taxes"). Failure by the Grantee obligations related to pay Restricted Stock Units otherwise are due, Participant will permanently forfeit such Withholding Taxes will render this Agreement Restricted Stock Units and the Award granted hereunder null and void ab initio any right to receive Shares thereunder and the Restricted Shares granted hereunder Stock Units will be immediately cancelled. If the Grantee does not make an election under section 83(b) of the Code with respect returned to the Award, upon the lapse of the Restricted Period with respect to any portion of the Restricted Shares (or property distributed with respect thereto), the Company shall cancel such Restricted Shares (or withhold property) having an aggregate Fair Value, on the date next preceding the lapse of the Restricted Period, in an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee. The Company shall deduct from any distribution of cash (whether or not related at no cost to the Award including, without limitation, salary payments) to the Grantee an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made in respect of the Shares subject to the Award). For purposes of this Agreement, "Fair Value" means the closing sales price of the Shares on the New York Stock Exchange on such date, or in the absence of reported sales on such date, the closing sales price of the Shares on the immediately preceding date for which sales were reportedCompany.

Withholding of Taxes. When the Shares are issued as payment for vested Restricted Stock Units, the Grantee will recognize immediate U.S. taxable income if the Grantee is a U.S. taxpayer. If the Grantee makes an election under section 83(b) is a non-U.S. taxpayer, the Grantee may be subject to applicable taxes in his or her jurisdiction. The Company (or the employing parent of the Code Company or Subsidiary) will withhold a portion of the Shares otherwise issuable in payment for vested Restricted Stock Units that have an aggregate market value sufficient to pay the federal, state and local income, employment and any other applicable taxes required to be withheld by the Company (or the employing parent of the Company or Subsidiary) with respect to the AwardShares, not to exceed the Award made pursuant amount determined by using the maximum federal, state or local marginal income tax rates applicable to this Agreement shall be conditioned upon the Grantee making prompt payment to or the Company of any applicable withholding obligations or withholding taxes by the Grantee ("Withholding Taxes"). Failure by the Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be immediately cancelled. If the Grantee does not make an election under section 83(b) of the Code Company, as applicable, with respect to the Award, upon Shares on the lapse date that the amount of tax to be withheld or remitted is to be determined. No fractional Shares will be withheld or issued pursuant to the grant of Restricted Stock Units and the issuance of Shares thereunder. The Company (or the employing parent of the Company or Subsidiary) may instead, in its discretion, withhold an amount necessary to pay the applicable taxes from the Grantee’s paycheck, with no withholding of Shares. In the event the withholding requirements are not satisfied through the withholding of Shares (or, through the Grantee’s paycheck, as indicated above), no payment will be made to the Grantee (or his or her estate) for Restricted Period Stock Units unless and until satisfactory arrangements (as determined by the Committee) have been made by the Grantee with respect to the payment of any portion of the Restricted Shares (or property distributed with respect thereto), income and other taxes which the Company shall cancel such Restricted Shares (determines must be withheld or withhold property) having an aggregate Fair Value, on the date next preceding the lapse of the Restricted Period, in an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding collected with respect to Granteesuch Restricted Stock Units. By accepting this Award, the Grantee expressly consents to the withholding of Shares and to any cash or Share withholding as provided for in this Paragraph 7. The Company shall deduct from any distribution (or employing parent of cash (whether the Company or Subsidiary) may not be required to withhold taxes on behalf of the employee with regards to the Restricted Stock Units, but the award may still be subject to tax. Additionally, income taxes withheld by the Company may not satisfy the entire income tax liability associated with the award. All income and other taxes related to the Award including, without limitation, salary payments) to Restricted Stock Unit award and any Shares delivered in payment thereof are the sole responsibility of the Grantee. In no event will the Company reimburse the Grantee an amount required to satisfy for any taxes or other costs that may be imposed on the required Withholding Taxes Grantee as set forth by Internal Revenue Service guidelines for result of Section 409A. See also the employer's minimum statutory withholding with respect to Grantee pertaining to cash payments under “Tax Matters” section at the Award (including any cash dividends made in respect of the Shares subject to the Award). For purposes end of this Award Agreement, "Fair Value" means the closing sales price of the Shares on the New York Stock Exchange on such date, or in the absence of reported sales on such date, the closing sales price of the Shares on the immediately preceding date for which sales were reported.

Withholding of Taxes. When the Shares are issued as payment for vested Restricted Stock Units, the Grantee will recognize immediate U.S. taxable income if the Grantee is a U.S. taxpayer. If the Grantee makes an election under section 83(b) is a non-U.S. taxpayer, the Grantee may be subject to applicable taxes in his or her jurisdiction. The Company (or the employing parent of the Code Company or Subsidiary) will withhold a portion of the Shares otherwise issuable in payment for vested Restricted Stock Units that have an aggregate market value sufficient to pay the minimum federal, state and local income, employment and any other applicable taxes required to be withheld by the Company (or the employing parent of the Company or Subsidiary) with respect to the Award, the Award made Shares. No fractional Shares will be withheld or issued pursuant to this Agreement shall the grant of Restricted Stock Units and the issuance of Shares thereunder. The Company (or the employing parent of the Company or Subsidiary) may instead, in its discretion, withhold an amount necessary to pay the applicable taxes from the Grantee’s paycheck, with no withholding of Shares. In the event the withholding requirements are not satisfied through the withholding of Shares (or, through the Grantee’s paycheck, as indicated above), no payment will be conditioned upon made to the Grantee making prompt payment to (or his or her estate) for Restricted Stock Units unless and until satisfactory arrangements (as determined by the Company of any applicable withholding obligations or withholding taxes Committee) have been made by the Grantee ("Withholding Taxes"). Failure by the Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be immediately cancelled. If the Grantee does not make an election under section 83(b) of the Code with respect to the Award, upon payment of any income and other taxes which the lapse of the Restricted Period Company determines must be withheld or collected with respect to any portion of the such Restricted Shares (or property distributed with respect thereto)Stock Units. By accepting this Award, the Company shall cancel such Restricted Grantee expressly consents to the withholding of Shares (and to any cash or withhold property) having an aggregate Fair Value, on the date next preceding the lapse of the Restricted Period, Share withholding as provided for in an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Granteethis Paragraph 9. The Company shall deduct from any distribution of cash (whether or not All income and other taxes related to the Award including, without limitation, salary payments) to Restricted Stock Unit award and any Shares delivered in payment thereof are the sole responsibility of the Grantee. In no event will the Company reimburse the Grantee an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made in respect of the Shares subject to the Award). For purposes of this Agreement, "Fair Value" means the closing sales price of the Shares taxes that may be imposed on the New York Stock Exchange on such date, or in the absence Grantee as result of reported sales on such date, the closing sales price of the Shares on the immediately preceding date for which sales were reported.Section 409A.

Withholding of Taxes. If Regardless of any action the Grantee makes an election under section 83(bCompany or Participant’s employer (the “Employer”) takes with respect to any or all applicable national, local, or other tax or social contribution, withholding, required deductions, or other payments, if any, that arise upon the grant or vesting of the Code Restricted Stock Units or the holding or subsequent sale of Shares, and the receipt of dividends, if any (“Tax-Related Items”), Participant acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by Participant is and remains Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Participant further acknowledges that the Company and the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including grant or vesting, the subsequent sale of Shares acquired under the Plan, and the receipt of dividends, if any; and (b) does not commit to and is under no obligation to structure the terms of the Restricted Stock Units or any aspect of the Restricted Stock Units to reduce or eliminate Participant’s liability for Tax-Related Items, or achieve any particular tax result. Further, if Participant has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Committee) will have been made by Participant with respect to the Award, the Award made pursuant to this Agreement shall be conditioned upon the Grantee making prompt payment to of any Tax-Related Items which the Company of any applicable withholding obligations or withholding taxes by the Grantee ("Withholding Taxes"). Failure by the Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will determines must be immediately cancelled. If the Grantee does not make an election under section 83(b) of the Code withheld with respect to such Shares. The Tax-Related Items shall be satisfied by the Award, Company’s withholding all or a portion of any Shares that otherwise would be issued to the Participant upon the lapse settlement of the vested Restricted Period with respect to any portion of Stock Units; provided that the Restricted Shares (or property distributed with respect thereto), withheld shall not exceed the Company shall cancel such Restricted Shares (or withhold property) having an aggregate Fair Value, on the date next preceding the lapse of the Restricted Period, in an amount required necessary to satisfy the required Withholding Taxes Company’s minimum tax withholding obligations. Such withheld Shares shall be valued based on the Fair Market Value as set forth by Internal Revenue Service guidelines for of the employer's minimum statutory date the withholding with respect to Granteeobligations are satisfied. The Company shall deduct from any distribution of cash (whether or not related to the Award includingEmployer may, without limitationat their discretion, salary payments) to the Grantee an amount required use other methods to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made in respect of the Shares subject to the Award)Tax-Related Items. For purposes of this Agreement, "Fair Value" means the closing sales price of the Shares on the New York Stock Exchange on such date, or in the absence of reported sales on such dateFurthermore, the closing sales price of Participant agrees to pay the Shares on Company or the immediately preceding date for which sales were reportedEmployer any Tax-Related Items that cannot be satisfied by the foregoing methods.

Withholding of Taxes. If You acknowledge that you are responsible to pay any and all applicable tax obligations, including withholding and other taxes, which may be due as a result of receipt of this Award or the Grantee makes an election under section 83(b) vesting and payout of the Code with respect PSUs that you receive under this Award. You acknowledge and agree that the payment of such tax obligations may be made by any one or a combination of the following methods, as determined by the Company or the Committee: (a) the Company’s repurchase of Shares to be issued upon settlement of the Award, PSUs; (b) the Award made sale of Shares acquired upon settlement of the PSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this Agreement shall be conditioned upon the Grantee making prompt authorization without further consent); (c) direct payment by you to the Company; (d) payroll withholding from your wages or other cash compensation paid to you by the Company; or (e) any other method as the Company or Committee may elect in compliance with the Plan, the Code and applicable law. The Fair Market Value of any applicable the Shares that are repurchased, if applicable, will be determined as of the date when the taxes otherwise would have been withheld in cash, and will be applied as a credit against the taxes. Depending on the withholding obligations method, the Company may withhold or account for withholding taxes by considering applicable minimum statutory withholding rates or other applicable withholding rates, including applicable maximum rates, in which case you will receive a refund of any over-withheld amount in cash and will have no entitlement to the Grantee ("Withholding Taxes"). Failure by the Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be immediately cancelledcommon share equivalent. If the Grantee does not make an election under section 83(b) obligation for taxes is satisfied by the repurchase of Shares, you are deemed to have been issued the Code with respect to the Award, upon the lapse full number of the Restricted Period with respect to any portion of the Restricted Shares (or property distributed with respect thereto), the Company shall cancel such Restricted Shares (or withhold property) having an aggregate Fair Value, on the date next preceding the lapse of the Restricted Period, in an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee. The Company shall deduct from any distribution of cash (whether or not related to the Award including, without limitation, salary payments) to the Grantee an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made in respect of the Shares subject to the Award). For purposes of this Agreementvested PSU, "Fair Value" means the closing sales price notwithstanding that a number of the Shares on are repurchased by the New York Stock Exchange on such dateCompany solely for the purpose of paying the taxes. You acknowledge that the ultimate liability for all tax obligations legally due by you is and remains your responsibility. If you are subject to tax liabilities in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, you acknowledge that the Company may be required to withhold or account for tax liability in the absence of reported sales on such date, the closing sales price of the Shares on the immediately preceding date for which sales were reportedmore than one jurisdiction.

Withholding of Taxes. If Notwithstanding any contrary provision of this Agreement, no certificate representing shares of Stock will be issued to Grantee, unless and until satisfactory arrangements (as determined by the Committee) will have been made by Grantee makes an election under section 83(b) of the Code with respect to the Awardpayment of Federal, state, local or foreign income, employment and other taxes which the Award made pursuant to this Agreement shall Committee determines must be conditioned upon the Grantee making prompt payment to the Company of any applicable withholding obligations or withholding taxes by the Grantee withheld ("Withholding Taxes"). Failure by the Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be immediately cancelled. If the Grantee does not make an election under section 83(b“Tax Related Items”) of the Code with respect to the Awardshares of Stock so issuable. The Committee hereby allows Grantee, upon pursuant to such procedures as the lapse Committee may specify from time to time, to satisfy such Tax Related Items, in whole or in part (without limitation) by one or more of the following: (a) paying cash; (b) electing to have the Company (or any Subsidiary) withhold otherwise deliverable shares of Stock having a Fair Market Value equal to the amount of the Tax Related Items required to be withheld; or (c) electing to have the Company (or any Subsidiary) withhold any amount of Tax Related Items from any wages or other cash compensation payable to Grantee by the Company. If the obligation for Tax Related Items is satisfied by withholding a number of shares of Stock as described above, Grantee will be deemed to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax Related Items due as a result of any aspect of the Restricted Period with respect Stock Units. If Grantee fails to any portion make satisfactory arrangements for the payment of the Tax Related Items at the time any applicable Restricted Shares (or property distributed with respect thereto)Stock Units are scheduled to vest, the Company shall cancel such Restricted Shares (or any Subsidiary) will withhold property) otherwise deliverable shares of Stock having an aggregate a Fair Value, on Market Value equal to the date next preceding the lapse amount of the Restricted Period, in an amount Tax Related Items required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines be withheld. Further, if Grantee fails to make satisfactory arrangements for the employer's minimum statutory withholding with respect payment of the Tax Related Items at the time any Tax Related Items are required to Grantee. The be withheld and shares of Stock are not otherwise deliverable, the Grantee hereby authorizes the Company shall deduct (or any Subsidiary) to withhold any amount of Tax Related Items required to be withheld from any distribution of wages or other cash (whether or not related to the Award including, without limitation, salary payments) to the Grantee an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect compensation payable to Grantee pertaining to cash payments under by the Award Company (including or any cash dividends made in respect of the Shares subject to the AwardSubsidiary). For purposes of this Agreement, "Fair Value" means the closing sales price of the Shares on the New York Stock Exchange on such date, or in the absence of reported sales on such date, the closing sales price of the Shares on the immediately preceding date for which sales were reported.

Withholding of Taxes. If Notwithstanding any contrary provision of this Agreement, no certificate representing the Grantee makes an election under section 83(bShares will be issued to the Participant, unless and until satisfactory arrangements (as determined by the Administrator) of will have been made by the Code Participant with respect to the Awardpayment of income (including federal, the Award made pursuant to this Agreement shall be conditioned upon the Grantee making prompt state, foreign and local taxes), employment, social insurance, payroll tax, payment to on account and other taxes which the Company of any applicable withholding obligations or withholding taxes by the Grantee ("Withholding Taxes"). Failure by the Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will determines must be immediately cancelled. If the Grantee does not make an election under section 83(b) of the Code withheld with respect to such Shares so issuable (the Award, upon “Withholding Taxes”). Participant acknowledges that the lapse ultimate liability for all Withholding Taxes legally due by Participant is and remains Participant’s responsibility and that the Company and/or the Participant’s actual employer (the “Employer”) (i) make no representations or undertakings regarding the treatment of any Withholding Taxes in connection with any aspect of the Restricted Period with respect Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units in Shares or the receipt of an equivalent cash payment, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Withholding Taxes. To satisfy the Withholding Taxes, the Company may withhold otherwise deliverable Shares upon vesting of Restricted Stock Units, according to the vesting schedule, having a Fair Market Value equal to the minimum amount required to be withheld for the payment of the Withholding Taxes pursuant to such procedures as the Administrator may specify from time to time. The Company will not retain fractional Shares to satisfy any portion of the Restricted Withholding Taxes. If the Administrator determines that the withholding of whole Shares (or property distributed with respect thereto)results in an overwithholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in Shares as described above, prior to the issuance of Shares upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, Participant shall cancel such Restricted Shares pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company or the Employer to withhold property) having an aggregate Fair Value, on all applicable Withholding Taxes legally payable by Participant from Participant’s wages or other cash compensation payable to Participant by the date next preceding Company or the lapse Employer or from any equivalent cash payment received upon vesting of the Restricted Period, in an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to GranteeStock Units. The Company shall deduct from any distribution of cash (whether or not related to the Award including, without limitation, salary payments) to the Grantee an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made in respect of the Shares subject to the Award). For purposes of this Agreement, "Fair Value" means the closing sales price of the Shares on the New York Stock Exchange on such dateAlternatively, or in the absence of reported sales on such dateaddition, if permissible under local law, the closing sales price Participant may instruct and authorizes the Administrator to pay Withholding Taxes, in whole or in part, by one of the Shares on the immediately preceding date for which sales were reported.additional following alternatives:

Withholding of Taxes. When the Shares are issued as payment for vested Restricted Stock Units, the Grantee will recognize immediate U.S. taxable income if the Grantee is a U.S. taxpayer. If the Grantee makes an election under section 83(bis a non-U.S. taxpayer, the Grantee will be subject to applicable taxes in his or her jurisdiction. The Company (or the employing Subsidiary) will withhold a portion of the Code Shares otherwise issuable in payment for vested Restricted Stock Units that have an aggregate market value sufficient to pay the minimum federal, state and local income, employment and any other applicable taxes required to be withheld by Avanex (or the employing Subsidiary) with respect to the AwardShares. No fractional Shares will be withheld or issued pursuant to the grant of Restricted Stock Units and the issuance of Shares thereunder; any additional withholding necessary for this reason will be done by the Company through the Grantee’s paycheck. Accordingly, to the extent the Fair Market Value of the number of whole Shares withheld by the Company exceeds the withholding taxes, the Award made pursuant to this Agreement shall be conditioned upon Company will pay the Grantee making prompt the difference. The Company (or the employing Subsidiary) may instead, in its discretion, withhold an amount necessary to pay the applicable taxes from the Grantee’s paycheck, with no withholding of Shares. In the event the withholding requirements are not satisfied through the withholding of Shares (or, through the Grantee’s paycheck, as indicated above), no payment will be made to the Company of any applicable withholding obligations Grantee (or withholding taxes his or her estate) for Restricted Stock Units unless and until satisfactory arrangements (as determined by the Administrator) have been made by the Grantee ("Withholding Taxes"). Failure by the Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be immediately cancelled. If the Grantee does not make an election under section 83(b) of the Code with respect to the Award, upon payment of any income and other taxes which the lapse of the Restricted Period Company determines must be withheld or collected with respect to any portion of the such Restricted Shares (or property distributed with respect thereto)Stock Units. By accepting this Award, the Company shall cancel such Restricted Grantee expressly consents to the withholding of Shares (and to any cash or withhold property) having an aggregate Fair Value, on the date next preceding the lapse of the Restricted Period, Share withholding as provided for in an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Granteethis paragraph 9. The Company shall deduct from any distribution of cash (whether or not All income and other taxes related to the Award including, without limitation, salary payments) to Restricted Stock Unit award and any Shares delivered in payment thereof are the Grantee an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made in respect sole responsibility of the Shares subject to the Award). For purposes of this Agreement, "Fair Value" means the closing sales price of the Shares on the New York Stock Exchange on such date, or in the absence of reported sales on such date, the closing sales price of the Shares on the immediately preceding date for which sales were reportedGrantee.

Withholding of Taxes. If The Company (or the Parent or Subsidiary to which the Grantee makes an election under section 83(bprovides service) will withhold a portion of the Code Shares otherwise issuable in payment for vested Performance Shares that have an aggregate market value sufficient to pay the minimum applicable federal, state and local income, employment and any other applicable taxes required to be withheld by the Company (or the Parent or Subsidiary to which the Grantee provides service) with respect to the Award, Shares (the Award made “Minimum Withholding Amount”) or require E*TRADE or the applicable broker utilized by the Company to sell on the market a portion of the Shares that have an aggregate market value sufficient to pay the Minimum Withholding Amount (a “Sell to Cover”). Any Sell to Cover arrangement shall be pursuant to this Agreement shall terms specified by the Company from time to time. No fractional Shares will be conditioned upon withheld, sold to cover the Grantee making prompt payment Minimum Withholding Amount or issued pursuant to the Company grant of any applicable withholding obligations or withholding taxes Performance Shares and the issuance of Shares thereunder; unless determined otherwise by the Grantee ("Withholding Taxes"). Failure Company, any additional withholding necessary for this reason will be done by the Company, in its sole discretion, through the Grantee’s paycheck or through direct payment by the Grantee to the Company in the form of cash, check or other cash equivalent. Instead of or in combination with the foregoing withholding methods, the Company (or the Parent or Subsidiary to which the Grantee provides service) may, in its discretion, require the Grantee to pay such Withholding Taxes will render this Agreement and an amount necessary to pay the Award granted hereunder null and void ab initio and applicable taxes directly to the Restricted Company (or the Parent or Subsidiary to which the Grantee provides service) in the form of cash, check or other cash equivalent, and/or may withhold an amount necessary to pay the applicable taxes from the Grantee’s paycheck, in each case with no or reduced withholding or Sell to Cover of Shares. In the event the withholding requirements are not satisfied through the withholding of Shares granted hereunder or the Sell to Cover (or, through the Grantee’s paycheck or direct payment, as indicated above), no payment will be immediately cancelled. If made to the Grantee does not make an election under section 83(b(or his or her estate) of for Performance Shares unless and until satisfactory arrangements (as determined by the Code Administrator) have been made by the Grantee with respect to the Award, upon payment of any income and other taxes which the lapse of the Restricted Period Company determines must be withheld or collected with respect to any portion of the Restricted Shares (or property distributed with respect thereto)such Performance Shares. By accepting this Award, the Company shall cancel such Restricted Grantee expressly consents to the withholding of Shares (and to any cash or withhold property) having an aggregate Fair Value, on the date next preceding the lapse of the Restricted Period, Share withholding or Sell to Covers as provided for in an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Granteethis paragraph 9. The Company shall deduct from any distribution of cash (whether or not All income and other taxes related to the Award including, without limitation, salary payments) to Performance Share award and any Shares delivered in payment thereof are the Grantee an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made in respect sole responsibility of the Shares subject to the Award). For purposes of this Agreement, "Fair Value" means the closing sales price of the Shares on the New York Stock Exchange on such date, or in the absence of reported sales on such date, the closing sales price of the Shares on the immediately preceding date for which sales were reportedGrantee.

Withholding of Taxes. If When Shares are issued as payment for vested Performance Shares or, in the Grantee makes an election under section 83(b) discretion of the Code with respect to Company, at such earlier time as the AwardTax Obligations (defined below) are due, the Award made pursuant to this Agreement shall be conditioned upon Company (or the Grantee making prompt payment to the Company of any applicable withholding obligations or withholding taxes by the Grantee ("Withholding Taxes"). Failure by the Grantee to pay such Withholding Taxes employing Affiliate) will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be immediately cancelled. If the Grantee does not make an election under section 83(b) of the Code with respect to the Award, upon the lapse of the Restricted Period with respect to any withhold a portion of the Restricted Shares (or property distributed with respect thereto), the Company shall cancel such Restricted Shares (or withhold property) having that has an aggregate Fair Valuemarket value sufficient to pay all taxes and social insurance liability and other requirements in connection with the Shares, on the date next preceding the lapse of the Restricted Period, in an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee. The Company shall deduct from any distribution of cash (whether or not related to the Award including, without limitation, salary payments(a) all federal, state and local income, employment and any other applicable taxes that are required to be withheld by the Company or the employing Affiliate, (b) the Employee’s and, to the Grantee an amount extent required to satisfy by the required Withholding Taxes as set forth by Internal Revenue Service guidelines for Company (or the employer's minimum statutory withholding employing Affiliate), the Company’s (or the employing Affiliate’s) fringe benefit tax liability, if any, associated with the grant, vesting, or sale of the Performance Shares awarded and the Shares issued thereunder, and (c) all other taxes or social insurance liabilities with respect to Grantee pertaining which the Employee has agreed to cash payments under bear responsibility (collectively, the Award (including “Tax Obligations”). The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund provided in the U.S. for any cash dividends made in respect value of the Shares subject withheld in excess of the Tax Obligations as a result of such rounding. Notwithstanding the foregoing, the Company, in its sole discretion, may require the Employee to make alternate arrangements satisfactory to the Award)Company for such Tax Obligations in advance of the arising of any Tax Obligations. For purposes Notwithstanding any contrary provision of this Agreement, "Fair Value" means no Shares will be issued unless and until satisfactory arrangements (as determined by the closing sales price Company) have been made by the Employee with respect to the payment of any Tax Obligations that the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing Affiliate) has the right to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any Tax Obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares or that are due prior to the issuance of Shares under the Performance Shares award. All Tax Obligations related to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Shares on the New York Stock Exchange on such dateEmployee. Further, or Employee shall be bound by any additional withholding requirements included in the absence Notice of reported sales on such date, the closing sales price Grant [and/or Exhibit [__]] of the Shares on the immediately preceding date for which sales were reportedthis Agreement.

Withholding of Taxes. If The Company or any Subsidiary shall have the Grantee makes authority and the right to deduct or withhold from an election under section 83(b) of amount paid in cash, or require the Code with respect Participant to remit to the AwardCompany, the Award made pursuant an amount paid in cash sufficient to this Agreement shall be conditioned upon the Grantee making prompt payment to the Company of satisfy any applicable withholding obligations federal, state and local taxes (including the Participant’s FICA, employment tax or withholding taxes other social security contribution obligation) required by the Grantee ("Withholding Taxes"). Failure by the Grantee law to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be immediately cancelled. If the Grantee does not make an election under section 83(b) of the Code with respect to the Award, upon the lapse of the Restricted Period withheld with respect to any portion taxable event concerning the Participant arising as a result of the Restricted Shares Plan or this Agreement. The Committee, in its sole discretion and in satisfaction of the foregoing requirement, may (i) repurchase or allow the Participant to elect to have the Company repurchase shares of Class A Common Stock otherwise issuable upon exercise of the Option (or property distributed with respect thereto)any portion thereof) or (ii) cause the sale of a sufficient number of shares of Class A Common Stock on behalf of the Participant to realize sale proceeds equivalent to the applicable tax liabilities and remit such amount to or at the direction of the Participant’s employer or the Committee in satisfaction of such tax liabilities. In addition, at the request and direction of the Participant, solely to the extent permitted by applicable law, if the Class A Common Stock is traded on a national securities exchange or quoted on a national quotation system sponsored by the Financial Industry Regulatory Authority, the Committee shall cause the sale of Class A Common Stock otherwise issuable hereunder through a procedure whereby the Participant delivers irrevocable instructions to a broker reasonably acceptable to the Committee to deliver promptly to the Company an amount in satisfaction of the applicable tax liabilities. Unless otherwise determined by the Committee, the number of shares of Class A Common Stock which may be so repurchased or sold on behalf of the Participant shall cancel such Restricted Shares (or withhold property) having an aggregate Fair Value, be limited to the number of shares of Class A Common Stock which have a fair market value on the date next preceding of repurchase or sale (as the lapse case may be) necessary to pay the aggregate amount of such liabilities based on the Restricted Period, in an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect rates for federal, state and local income tax and payroll tax purposes that are applicable to Grantee. The Company shall deduct from any distribution of cash (whether or not related to the Award including, without limitation, salary payments) to the Grantee an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made in respect of the Shares subject to the Award). For purposes of this Agreement, "Fair Value" means the closing sales price of the Shares on the New York Stock Exchange on such date, or in the absence of reported sales on such date, the closing sales price of the Shares on the immediately preceding date for which sales were reportedsupplemental taxable income.

Withholding of Taxes. If Notwithstanding any contrary provision of this Agreement, no certificate representing shares of Stock will be paid to Grantee (or amounts paid with respect to Dividend Equivalents, if any), unless and until satisfactory arrangements (as determined by the Committee) will have been made by Grantee makes an election under section 83(b) of the Code with respect to the Awardpayment of Federal, state, local or foreign income, employment and other taxes which the Award made pursuant to this Agreement shall Committee determines must be conditioned upon the Grantee making prompt payment to the Company of any applicable withholding obligations or withholding taxes by the Grantee withheld ("Withholding Taxes"). Failure by the Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be immediately cancelled. If the Grantee does not make an election under section 83(b“Tax Related Items”) of the Code with respect to the Awardshares of Stock so payable (or amounts to be paid with respect to Dividend Equivalents, upon if any). The Committee hereby allows Grantee, pursuant to such procedures as the lapse Committee may specify from time to time, to satisfy such Tax Related Items, in whole or in part (without limitation) by one or more of the following: (a) paying cash; (b) electing to have the Company (or any Subsidiary) withhold otherwise deliverable shares of Stock having a Fair Market Value equal to the amount of the Tax Related Items required to be withheld; or (c) electing to have the Company (or any Subsidiary) withhold any amount of Tax Related Items from any wages or other cash compensation payable to Grantee by the Company (or any subsidiary) including, if applicable, any amounts paid with respect to Dividend Equivalents. If the obligation for Tax Related Items is satisfied by withholding a number of shares of Stock as described above, Grantee will be deemed to have been paid the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax Related Items due as a result of any aspect of the Restricted Period Stock Units. If Grantee fails to make satisfactory arrangements for the payment of the Tax Related Items at the time any applicable Tax Related Items arise, the Company (or any Subsidiary) will withhold otherwise deliverable shares of Stock having a Fair Market Value equal to the amount of the Tax Related Items required to be withheld. Further, if Grantee fails to make satisfactory arrangements for the payment of the Tax Related Items at the time any Tax Related Items are required to be withheld and shares of Stock are not otherwise deliverable, Grantee hereby authorizes the Company (or any Subsidiary) to withhold any amount of Tax Related Items required to be withheld from any wages or other cash compensation payable to Grantee by the Company (or any Subsidiary). Notwithstanding the above, for any FICA and Medicare tax withholding obligation that arises (i) upon Grantee initially becoming eligible for Retirement in Good Standing or Disability and (ii) prior to a time for which shares subject to such a continued vesting have otherwise become payable, those obligations shall be satisfied by deducting from the shares under this Award that number of shares which have a Fair Market Value, as determined by the Company, equal to the amount of the FICA and Medicare tax withholding obligations due with respect to this Award, and any portion of a previous award made to Grantee under the Plan for which such tax withholding obligations arise, rounded up to the nearest whole share; provided, however, that no such withholding method shall be applied to a Grantee who is a Section 16 Officer at the time of such determination. Regardless of any action the Company (or any Subsidiary) take with respect to any portion or all Tax Related Items, Grantee acknowledges that the ultimate liability for all Tax Related Items is and remains Grantee’s responsibility and may exceed the amount actually withheld by the Company (or any Subsidiary). Grantee further acknowledges that the Company and its Subsidiaries (including Grantee’s employer) (i) make no representations or undertakings regarding the treatment of any Tax Related Items in connection with any aspect of the Restricted Shares Stock Units, including the grant, vesting or payment of a share of Stock thereunder or the subsequent sale of any shares of Stock acquired thereunder; and (ii) do not commit to, and are under no obligation to, structure the terms of the grant or property distributed with respect thereto), the Company shall cancel such Restricted Shares (or withhold property) having an aggregate Fair Value, on the date next preceding the lapse any aspect of the Restricted PeriodStock Units to reduce or eliminate Grantee’s liability for Tax Related Items or achieve any particular tax result. Further, if Grantee is subject to taxation in an amount more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, Grantee acknowledges that the Company and/or its Subsidiaries (including Grantee’s employer or former employer, as applicable) may be required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines withhold for the employer's minimum statutory withholding with respect to Grantee. The Company shall deduct from any distribution of cash (whether or not related to the Award including, without limitation, salary payments) to the Grantee an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made Tax Related Items in respect of the Shares subject to the Award). For purposes of this Agreement, "Fair Value" means the closing sales price of the Shares on the New York Stock Exchange on such date, or in the absence of reported sales on such date, the closing sales price of the Shares on the immediately preceding date for which sales were reportedmore than one jurisdiction.

Withholding of Taxes. If Regardless of any action the Grantee makes an election under section 83(bCompany or Participant’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding which the Company determines must be withheld or collected with respect to this Award and/or the Shares thereunder (“Tax-Related Items”), Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by him or her is and remains Participant’s responsibility and that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Code Restricted Stock Unit grant, including the grant, vesting or settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends; and (2) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate Participant’s liability for Tax-Related Items. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the Awardpayment of Tax-Related Items. Prior to vesting and/or settlement of the Restricted Stock Units, the Award made pursuant to this Agreement shall be conditioned upon the Grantee making prompt payment Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all obligations of the Company and/or the Employer for Tax-Related Items. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Company may, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax-Related Items, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld for Tax-Related Items, or (d) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld for Tax-Related Items. The Company in its sole discretion, will have the right (but not the obligation) to satisfy any Tax-Related Items by reducing the number of Shares otherwise deliverable to Participant and, until determined otherwise by the Company, this will be the method by which such obligations for Tax-Related Items are satisfied. If Participant fails to make satisfactory arrangements for the payment of any required Tax-Related Items hereunder at the time any applicable withholding obligations Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or withholding taxes by 4 or Tax-Related Items related to the Grantee ("Withholding Taxes"). Failure by the Grantee Restricted Stock Units otherwise are due, Participant will permanently forfeit such Restricted Stock Units and any right to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio receive Shares thereunder and the Restricted Shares granted hereunder Stock Units will be immediately cancelled. If the Grantee does not make an election under section 83(b) of the Code with respect returned to the Award, upon the lapse of the Restricted Period with respect to any portion of the Restricted Shares (or property distributed with respect thereto), the Company shall cancel such Restricted Shares (or withhold property) having an aggregate Fair Value, on the date next preceding the lapse of the Restricted Period, in an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee. The Company shall deduct from any distribution of cash (whether or not related at no cost to the Award including, without limitation, salary payments) to the Grantee an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made in respect of the Shares subject to the Award). For purposes of this Agreement, "Fair Value" means the closing sales price of the Shares on the New York Stock Exchange on such date, or in the absence of reported sales on such date, the closing sales price of the Shares on the immediately preceding date for which sales were reportedCompany.

Withholding of Taxes. If Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Grantee makes an election under section 83(bShares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) of the Code will have been made by Participant with respect to the Awardpayment of income, employment and other taxes which the Award made Company determines must be withheld with respect to such Shares. The Administrator, in its sole discretion and pursuant to this Agreement shall such procedures as it may specify from time to time, may permit Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be conditioned upon the Grantee making prompt payment withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any applicable required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or withholding 4, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the Company at no cost to the Company. Notwithstanding the foregoing, until and unless the Administrator determines otherwise, if, on the date Participant incurs a liability for the payment of income, employment and other taxes by which the Grantee Company determines must be withheld with respect to such Shares, Participant is an employee of the Company or its Parent or Subsidiary who is subject to Section 16 of the Exchange Act ("Withholding Taxes"a “Section 16 Officer”). Failure by , then the Grantee Company (or the employing or retaining Parent or Subsidiary), will withhold from the number of Shares otherwise deliverable under this Award of Restricted Stock Units a number of Shares sufficient to pay such Withholding Taxes will render tax withholding obligation; provided, however, that the Shares to be withheld must have vested pursuant to the terms of this Award Agreement and the Award granted hereunder null and void ab initio and the Restricted Plan. The Company shall not retain fractional Shares granted hereunder will be immediately cancelled. If the Grantee does not make an election under section 83(b) of the Code with respect to the Award, upon the lapse of the Restricted Period with respect to satisfy any portion of the Restricted Shares (or property distributed with respect thereto)tax withholding obligation. Accordingly, if any withholding is done through the withholding of Shares, Participant shall pay to the Company shall cancel such Restricted Shares (or withhold property) having an aggregate Fair Value, on the date next preceding the lapse of the Restricted Period, in an amount required in cash sufficient to satisfy the required Withholding Taxes remaining tax withholding obligation due and payable as set forth by Internal Revenue Service guidelines for a result of the employer's minimum statutory withholding with respect Company not retaining fractional Shares. Should the Company be unable to Grantee. The procure such cash amounts from Participant, Participant agrees and acknowledges that Participant is giving the Company shall deduct permission to withhold from any distribution of cash (whether or not related Participant’s paycheck(s) an amount equal to the Award including, without limitation, salary payments) to the Grantee an amount required to satisfy the required Withholding Taxes remaining tax withholding obligation due and payable as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made in respect a result of the Shares subject to the Award). For purposes of this Agreement, "Fair Value" means the closing sales price of the Shares on the New York Stock Exchange on such date, or in the absence of reported sales on such date, the closing sales price of the Shares on the immediately preceding date for which sales were reportedCompany not retaining fractional Shares.

Withholding of Taxes. If You acknowledge that you are required to make acceptable arrangements to pay any withholding taxes that may be due as a result of receipt of this Award or the Grantee makes an election under section 83(b) vesting and payout of the Code with respect to the RSUs that you receive under this Award, and no Shares will be released to you until you have made such arrangements. These arrangements may include any one or a combination of the Award made following, as determined by the Company or the Committee: (a) the Company’s repurchase of Shares to be issued upon settlement of the RSUs (b) the sale of Shares acquired upon settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this Agreement shall be conditioned upon the Grantee making prompt authorization without further consent); (c) direct payment by you to the Company; (d) payroll withholding from your wages or other cash compensation paid to you by the Company; or (e) any other method as the Company or Committee may elect in compliance with the Plan, the Code and applicable law. The FMV of any applicable the Shares that are repurchased, if applicable, will be determined as of the date when the taxes otherwise would have been withheld in cash, and will be applied as a credit against the taxes. Depending on the withholding obligations method, the Company may withhold or account for withholding taxes by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case you will receive a refund of any over-withheld amount in cash and will have no entitlement to the Grantee ("Withholding Taxes"). Failure by the Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be immediately cancelledcommon share equivalent. If the Grantee does not make an election under section 83(b) obligation for taxes is satisfied by the repurchase of Shares, you are deemed to have been issued the Code with respect to the Award, upon the lapse full number of the Restricted Period with respect to any portion of the Restricted Shares (or property distributed with respect thereto), the Company shall cancel such Restricted Shares (or withhold property) having an aggregate Fair Value, on the date next preceding the lapse of the Restricted Period, in an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee. The Company shall deduct from any distribution of cash (whether or not related to the Award including, without limitation, salary payments) to the Grantee an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made in respect of the Shares subject to the Award). For purposes of this Agreementvested RSU, "Fair Value" means the closing sales price notwithstanding that a number of the Shares on are repurchased solely for the New York Stock Exchange on such datepurpose of paying the taxes. You acknowledge that the ultimate liability for all tax obligations legally due by you is and remains your responsibility. If you are subject to tax liabilities in more than one jurisdiction between the grant date and the date of any relevant taxable or tax withholding event, as applicable, you acknowledge that the Company may be required to withhold or account for tax liability in the absence of reported sales on such date, the closing sales price of the Shares on the immediately preceding date for which sales were reportedmore than one jurisdiction.

Withholding of Taxes. If Notwithstanding any contrary provision of this Agreement, no Shares of Common Stock will be issued to the Grantee makes an election under section 83(bParticipant, unless and until satisfactory arrangements (as determined by the Plan Administrator) of will have been made by the Code Participant with respect to the Awardpayment of income (including federal, the Award made pursuant to this Agreement shall be conditioned upon the Grantee making prompt state, foreign and local taxes), employment, social insurance, payroll tax, payment to on account and other taxes which the Company of any applicable withholding obligations or withholding taxes by the Grantee ("Withholding Taxes"). Failure by the Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will determines must be immediately cancelled. If the Grantee does not make an election under section 83(b) of the Code withheld with respect to such Shares so issuable (the Award, upon “Withholding Taxes”). Participant acknowledges that the lapse ultimate liability for all Withholding Taxes legally due by the Participant is and remains the Participant’s responsibility and that the Company and/or the Participant’s actual employer (the “Employer”) (i) make no representations or undertakings regarding the treatment of any Withholding Taxes in connection with any aspect of the Restricted Period with respect Performance Units, including the grant of the Performance Units, the vesting of Performance Units, the settlement of the Performance Units in shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Performance Units to reduce or eliminate the Participant’s liability for Withholding Taxes. To satisfy the Withholding Taxes, the Company may withhold otherwise deliverable shares of Common Stock upon vesting of Performance Units, according to the vesting schedule, having a Fair Market Value equal to the minimum amount required to be withheld for the payment of the Withholding Taxes pursuant to such procedures as the Plan Administrator may specify from time to time. The Company will not retain fractional shares of Common Stock to satisfy any portion of the Restricted Shares (Withholding Taxes. If the Plan Administrator determines that the withholding of whole shares of Common Stock results in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Performance Units or property distributed with respect thereto)the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory to the Company shall cancel such Restricted Shares or to the Employer (or withhold propertyin their sole discretion) having an aggregate Fair Value, to satisfy all withholding and payment on the date next preceding the lapse account obligations of the Restricted PeriodCompany and/or the Employer. In this regard, in an amount required the Participant authorizes the Company or the Employer to satisfy the required withhold all applicable Withholding Taxes as set forth legally payable by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect Participant from the Participant’s wages or other cash compensation payable to Grantee. The the Participant by the Company shall deduct or the Employer or from any distribution of equivalent cash (whether or not related to the Award including, without limitation, salary payments) to the Grantee an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made in respect payment received upon vesting of the Shares subject to the Award)Performance Units. For purposes of this Agreement, "Fair Value" means the closing sales price of the Shares on the New York Stock Exchange on such dateAlternatively, or in the absence of reported sales on such dateaddition, if permissible under local law, the closing sales price Participant may instruct and authorize the Plan Administrator to pay Withholding Taxes, in whole or in part, by one of the Shares on the immediately preceding date for which sales were reported.additional following alternatives:

Withholding of Taxes. If The Company shall be entitled, if necessary or desirable, to withhold from any amounts due and payable by the Grantee makes an election under section 83(bCompany to «Last_Name» (or to secure payment from «Last_Name» in lieu of withholding) the amount of any withholding or other tax due from the Code Company with respect to any Common Stock which becomes vested and unrestricted under this Agreement, and the AwardCompany may defer such issuance until such amounts are paid or withheld. «Last_Name» may elect to satisfy his or her obligation to advance the amount of any required income or other withholding taxes (the “Required Tax Payments”) by any of the following means: (1) a cash payment to the Company, (2) delivery (either actual delivery or by attestation procedures established by the Award made pursuant to this Agreement shall be conditioned upon the Grantee making prompt payment Company) to the Company of any applicable withholding obligations or withholding taxes by previously owned whole shares of Common Stock (for which «Last_Name» has good title, free and clear of all liens and encumbrances) having a Fair Market Value (as defined in the Grantee ("Withholding Taxes"Plan). Failure by the Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be immediately cancelled. If the Grantee does not make an election under section 83(b) , determined as of the Code date the obligation to withhold or pay taxes first arises in connection with the Performance-Based Restricted Stock Unit Award (the “Tax Date”), equal to the Required Tax Payments, (3) authorizing the Company to withhold from the shares of Common Stock otherwise to be delivered to the holder pursuant to the Performance-Based Restricted Stock Unit Award, a number of whole shares of Common Stock having a Fair Market Value, determined as of the Tax Date, equal to the Required Tax Payments, (4) a cash payment by a broker-dealer acceptable to the Company through whom «Last_Name» has sold the shares with respect to which the AwardRequired Tax Payments have arisen or (5) any combination of (1), upon (2) and (3). The Compensation Committee shall have sole discretion to disapprove of an election pursuant to any of clauses (2)-(5) for any holder who is not a director or an “officer” (as defined in Rule 16a-1(f) under the lapse 1934 Act). Shares of Common Stock to be delivered or withheld may not have a Fair Market Value in excess of the Restricted Period with respect to any portion minimum amount of the Restricted Shares (or property distributed with respect thereto), the Company shall cancel such Restricted Shares (or withhold property) having an aggregate Fair Value, on the date next preceding the lapse Required Tax Payments. Any fraction of the Restricted Period, in an amount a share of Common Stock which would be required to satisfy such an obligation shall be disregarded and the required Withholding Taxes as set forth remaining amount due shall be paid in cash by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Granteeholder. The Company No certificate representing a share of Common Stock shall deduct from any distribution of cash (whether or not related to be delivered until the Award including, without limitation, salary payments) to the Grantee an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made Required Tax Payments have been satisfied in respect of the Shares subject to the Award). For purposes of this Agreement, "Fair Value" means the closing sales price of the Shares on the New York Stock Exchange on such date, or in the absence of reported sales on such date, the closing sales price of the Shares on the immediately preceding date for which sales were reportedfull.

Withholding of Taxes. If Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Grantee makes an election under section 83(bShares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Company) of the Code will have been made by Participant with respect to the Awardpayment of income, employment and other taxes which the Award made Company determines must be withheld with respect to such Shares. The Company, in its sole discretion and pursuant to this Agreement shall such procedures as it may specify from time to time, may permit Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be conditioned upon the Grantee making prompt payment withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any applicable required tax withholding obligations or withholding taxes by hereunder at the Grantee ("Withholding Taxes"). Failure by the Grantee Settlement Date, Participant will permanently forfeit such Restricted Stock Units and any right to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio receive Shares thereunder and the Restricted Shares granted hereunder Stock Units will be immediately cancelledreturned to the Company at no cost to the Company. If The Company intends to rely upon the Grantee does not make an election under section 83(brule of convenience provided in Section 31.3121(v)(2)-1(e)(5) of the Code with respect to Treasury Regulations such that any FICA/FUTA tax obligations will be satisfied at the Awardsame time as all income tax obligations on the Settlement Date, upon the lapse of the Restricted Period with respect to any portion of the Restricted Shares (or property distributed with respect thereto), the Company shall cancel such Restricted Shares (or withhold property) having an aggregate Fair Value, rather than on the date next preceding the lapse of the Restricted Period, in an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee. The Company shall deduct from any distribution vesting of cash (whether or not related to the Award including, without limitation, salary payments) to the Grantee an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made in respect of the Shares subject to the Award). For purposes of this Agreement, "Fair Value" means the closing sales price of the Shares on the New York Stock Exchange on such date, or in the absence of reported sales on such date, the closing sales price of the Shares on the immediately preceding date for which sales were reportedunderlying Shares.

Withholding of Taxes. When the Shares are issued as payment for vested Restricted Stock Units, the Grantee will recognize immediate U.S. taxable income if the Grantee is a U.S. taxpayer. If the Grantee makes an election under section 83(bis a non-U.S. taxpayer, the Grantee will be subject to applicable taxes in his or her jurisdiction. The Company (or the employing Subsidiary) will withhold a portion of the Code Shares otherwise issuable in payment for vested Restricted Stock Units that have an aggregate market value sufficient to pay the minimum federal, state and local income, employment and any other applicable taxes required to be withheld by Avanex (or the employing Subsidiary) with respect to the AwardShares. No fractional Shares will be withheld or issued pursuant to the grant of Restricted Stock Units and the issuance of Shares thereunder; any additional withholding necessary for this reason will be done by the Company through the Grantee’s paycheck. Accordingly, to the extent the Fair Market Value of the number of whole Shares withheld by the Company exceeds the withholding taxes, the Award made pursuant to this Agreement shall be conditioned upon Company will pay the Grantee making prompt the difference. The Company (or the employing Subsidiary) may instead, in its discretion, without an amount necessary to pay the applicable taxes from the Grantee’s paycheck, with no withholding of Shares. In the event the withholding requirements are not satisfied through the withholding of Shares (or, through the Grantee’s paycheck, as indicated above), no payment will be made to the Company of any applicable withholding obligations Grantee (or withholding taxes his or her estate) for Restricted Stock Units unless and until satisfactory arrangements (as determined by the Administrator) have been made by the Grantee ("Withholding Taxes"). Failure by the Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be immediately cancelled. If the Grantee does not make an election under section 83(b) of the Code with respect to the Award, upon payment of any income and other taxes which the lapse of the Restricted Period Company determines must be withheld or collected with respect to any portion of the such Restricted Shares (or property distributed with respect thereto)Stock Units. By accepting this Award, the Company shall cancel such Restricted Grantee expressly consents to the withholding of Shares (and to any cash or withhold property) having an aggregate Fair Value, on the date next preceding the lapse of the Restricted Period, Share withholding as provided for in an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Granteethis paragraph 9. The Company shall deduct from any distribution of cash (whether or not All income and other taxes related to the Award including, without limitation, salary payments) to Restricted Stock Unit award and any Shares delivered in payment thereof are the Grantee an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made in respect sole responsibility of the Shares subject to the Award). For purposes of this Agreement, "Fair Value" means the closing sales price of the Shares on the New York Stock Exchange on such date, or in the absence of reported sales on such date, the closing sales price of the Shares on the immediately preceding date for which sales were reportedGrantee.

Withholding of Taxes. If Notwithstanding any contrary provision of this Agreement, no certificate representing shares of Stock will be issued to the Grantee makes an election under section 83(b(or amounts paid with respect to Dividend Equivalents, if any), unless and until satisfactory arrangements (as determined by the Committee) of will have been made by the Code Grantee with respect to the Awardpayment of Federal, state, local or foreign income, employment and other taxes which the Award made Committee determines must be withheld (“Tax Related Items”) with respect to the shares of Stock so issuable (or amounts to be paid with respect to Dividend Equivalents, if any). The Committee hereby allows Grantee, pursuant to this Agreement shall be conditioned upon such procedures as the Grantee making prompt payment Committee may specify from time to time, to satisfy such Tax Related Items, in whole or in part (without limitation) by one or more of the following: (a) paying cash; (b) electing to have the Company (or any Subsidiary or Affiliated Company) withhold otherwise deliverable shares of Stock having a Fair Market Value equal to the amount of the Tax Related Items required to be withheld; or (c) electing to have the Company (or any Subsidiary or Affiliated Company) withhold any amount of Tax Related Items from any wages or other cash compensation payable to Grantee by the Company (including, if applicable, any amounts paid with respect to Dividend Equivalents). If the obligation for Tax Related Items is satisfied by withholding a number of shares of Stock as described above, Grantee will be deemed to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax Related Items due as a result of any applicable withholding obligations or withholding taxes by the Grantee ("Withholding Taxes"). Failure by the Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and aspect of the Restricted Shares granted hereunder will be immediately cancelledStock Units. If the Grantee does not fails to make an election under section 83(b) satisfactory arrangements for the payment of the Code with respect Tax Related Items at the time any applicable Restricted Stock Units (and corresponding Dividend Equivalents, if any) are scheduled to vest, the Grantee will permanently forfeit such shares of Stock (and Dividend Equivalents, if any) and the shares of Stock will be returned to the Award, upon the lapse of the Restricted Period with respect to any portion of the Restricted Shares (or property distributed with respect thereto), the Company shall cancel such Restricted Shares (or withhold property) having an aggregate Fair Value, on the date next preceding the lapse of the Restricted Period, in an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee. The Company shall deduct from any distribution of cash (whether or not related at no cost to the Award including, without limitation, salary payments) to the Grantee an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made in respect of the Shares subject to the Award). For purposes of this Agreement, "Fair Value" means the closing sales price of the Shares on the New York Stock Exchange on such date, or in the absence of reported sales on such date, the closing sales price of the Shares on the immediately preceding date for which sales were reportedCompany.

Withholding of Taxes. If You acknowledge that you are required to make acceptable arrangements to pay any withholding taxes that may be due as a result of receipt of this Award or the Grantee makes an election under section 83(b) vesting and payout of the Code with respect to the PSUs that you receive under this Award, and no Shares will be released to you until you have made such arrangements. These arrangements may include any one or a combination of the Award made following, as determined by the Company or the Committee: (a) the Company’s repurchase of Shares to be issued upon settlement of the PSUs (b) the sale of Shares acquired upon settlement of the PSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this Agreement shall be conditioned upon the Grantee making prompt authorization without further consent); (c) direct payment by you to the Company; (d) payroll withholding from your wages or other cash compensation paid to you by the Company; or (e) any other method as the Company or Committee may elect in compliance with the Plan, the Code and applicable law. The Fair Market Value of any applicable the Shares that are repurchased, if applicable, will be determined as of the date when the taxes otherwise would have been withheld in cash, and will be applied as a credit against the taxes. Depending on the withholding obligations method, the Company may withhold or account for withholding taxes by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case you will receive a refund of any over-withheld amount in cash and will have no entitlement to the Grantee ("Withholding Taxes"). Failure by the Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be immediately cancelledcommon share equivalent. If the Grantee does not make an election under section 83(b) obligation for taxes is satisfied by the repurchase of Shares, you are deemed to have been issued the Code with respect to the Award, upon the lapse full number of the Restricted Period with respect to any portion of the Restricted Shares (or property distributed with respect thereto), the Company shall cancel such Restricted Shares (or withhold property) having an aggregate Fair Value, on the date next preceding the lapse of the Restricted Period, in an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee. The Company shall deduct from any distribution of cash (whether or not related to the Award including, without limitation, salary payments) to the Grantee an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made in respect of the Shares subject to the Award). For purposes of this Agreementvested PSU, "Fair Value" means the closing sales price notwithstanding that a number of the Shares on are repurchased solely for the New York Stock Exchange on such datepurpose of paying the taxes. You acknowledge that the ultimate liability for all tax obligations legally due by you is and remains your responsibility. If you are subject to tax liabilities in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, you acknowledge that the Company may be required to withhold or account for tax liability in the absence of reported sales on such date, the closing sales price of the Shares on the immediately preceding date for which sales were reportedmore than one jurisdiction.

Withholding of Taxes. If The Company and any Affiliates shall have the right to deduct from payments of any kind otherwise due to the Grantee makes an election under section 83(b) any federal, state, or local taxes of the Code any kind required by law to be withheld with respect to the Award, the Award made pursuant to this Agreement shall be conditioned upon the Grantee making prompt payment to the Company termination of any applicable withholding obligations or withholding taxes by the Grantee ("Withholding Taxes"). Failure by the Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be immediately cancelled. If Period or the Grantee does not make an election under section 83(b) issuance of the Code shares with respect to the AwardStock Units. At the termination of the Restricted Period and/or the issuance of shares, upon the lapse Grantee shall pay to the Company any amount that the Company may reasonably determine to be necessary to satisfy such withholding obligation. The Grantee acknowledges that at the termination of the Restricted Period with respect to any portion Stock Units for which a deferral election has been made pursuant to Section 3, the Grantee will be obligated to pay at that time applicable FICA and Medicare taxes, even though federal and state income taxes may be postponed until the deferral period ends. Subject to the prior approval of the Restricted Shares (or property distributed with respect thereto)Company, which may be withheld by the Company in its sole discretion, the Company shall cancel Grantee may elect to satisfy such Restricted Shares (or withhold property) having an aggregate Fair Value, on the date next preceding the lapse of the Restricted Periodobligations, in an amount required whole or in part, (i) by causing the Company to satisfy withhold shares of Stock otherwise deliverable or (ii) by delivering to the required Withholding Taxes as set forth Company shares of Stock already owned by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee. The Company shares of Stock so delivered or withheld shall deduct from any distribution have a Fair Market Value equal to such withholding obligations. The Fair Market Value of cash (whether or not related to the Award including, without limitation, salary payments) to the Grantee an amount required shares of Stock used to satisfy such withholding obligation shall be determined by the required Withholding Taxes Company as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made in respect of the Shares date that the amount of tax to be withheld is to be determined. A Grantee who has made an election pursuant to this Section 6 may satisfy his or her withholding obligation only with shares of Stock that are not subject to the Award). For purposes of this Agreementany repurchase, "Fair Value" means the closing sales price of the Shares on the New York Stock Exchange on such dateforfeiture, unfulfilled vesting, or in the absence of reported sales on such date, the closing sales price of the Shares on the immediately preceding date for which sales were reportedother similar requirements.

Withholding of Taxes. If Notwithstanding any contrary provision of this Agreement, no shares of Common Stock will be issued to Participant, unless and until satisfactory arrangements (as determined by the Grantee makes an election under section 83(bPlan Administrator) of the Code will have been made by Participant with respect to the Awardpayment of income (including federal, the Award made pursuant to this Agreement shall be conditioned upon the Grantee making prompt state, foreign and local taxes), employment, social insurance, payroll tax, payment to on account and other taxes which the Company of any applicable withholding obligations or withholding taxes by the Grantee ("Withholding Taxes"). Failure by the Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will determines must be immediately cancelled. If the Grantee does not make an election under section 83(b) of the Code withheld with respect to the Awardsuch shares so issuable, upon the lapse of the Restricted Period with respect to any portion of the Restricted Shares (or property distributed with respect thereto), the Company shall cancel such Restricted Shares (or withhold property) having an aggregate Fair Value, on the date next preceding the lapse of the Restricted Period, in an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee. The Company shall deduct from any distribution of cash (whether or not related to the Award including, without limitation, salary paymentsthe FBT discussed below (the “Withholding Taxes”). Participant acknowledges that the ultimate liability for all Withholding Taxes legally due by Participant is and remains Participant’s responsibility and that the Company and/or Participant’s actual employer (the “Employer”) (i) make no representations or undertakings regarding the treatment of any Withholding Taxes in connection with any aspect of the Performance Units, including the grant of the Performance Units, the vesting of Performance Units, the settlement of the Performance Units in shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Performance Units to reduce or eliminate Participant’s liability for Withholding Taxes. To satisfy the Withholding Taxes, the Company may withhold otherwise deliverable shares of Common Stock upon vesting of Performance Units, according to the Grantee an vesting schedule, having a Fair Market Value equal to the minimum amount required to satisfy be withheld for the required payment of the Withholding Taxes pursuant to such procedures as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect Plan Administrator may specify from time to Grantee pertaining time. The Company will not retain fractional shares of Common Stock to cash payments under the Award (including satisfy any cash dividends made in respect portion of the Shares subject Withholding Taxes. If the Plan Administrator determines that the withholding of whole shares of Common Stock results in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the Award). For purposes issuance of this Agreementshares of Common Stock upon vesting of Performance Units or the receipt of an equivalent cash payment, "Fair Value" means Participant shall pay, or make adequate arrangements satisfactory to the closing sales price Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Shares on Company and/or the New York Stock Exchange on such dateEmployer. In this regard, Participant authorizes the Company or the Employer to withhold all applicable Withholding Taxes legally payable by Participant from Participant’s wages or other cash compensation payable to Participant by the Company or the Employer or from any equivalent cash payment received upon vesting of the Performance Units. Alternatively, or in addition, if permissible under local law, Participant may instruct and authorize the absence of reported sales on such datePlan Administrator to pay Withholding Taxes, the closing sales price in whole or in part, by one of the Shares on the immediately preceding date for which sales were reported.additional following alternatives:

Withholding of Taxes. If The Company or any Subsidiary shall have the Grantee makes authority and the right to deduct or withhold from an election under section 83(b) of amount paid in cash, or require the Code with respect Participant to remit to the AwardCompany, the Award made pursuant an amount paid in cash sufficient to this Agreement shall be conditioned upon the Grantee making prompt payment to the Company of satisfy any applicable withholding obligations federal, state and local taxes (including the Participant’s FICA, employment tax or withholding taxes other social security contribution obligation) required by the Grantee ("Withholding Taxes"). Failure by the Grantee law to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be immediately cancelled. If the Grantee does not make an election under section 83(b) of the Code with respect to the Award, upon the lapse of the Restricted Period withheld with respect to any portion taxable event concerning the Participant arising as a result of the Restricted Shares Plan or this Agreement. The Committee, in its sole discretion and in satisfaction of the foregoing requirement, may (i) repurchase or property distributed with respect thereto)allow the Participant to elect to have the Company repurchase shares of Class A Common Stock otherwise issuable hereunder or (ii) cause the sale of a sufficient number of shares of Class A Common Stock on behalf of the Participant to realize sale proceeds equivalent to the applicable tax liabilities and remit such amount to or at the direction of the Participant’s employer or the Committee in satisfaction of such tax liabilities. In addition, at the request and direction of the Participant, solely to the extent permitted by applicable law, if the Class A Common Stock is traded on a national securities exchange or quoted on a national quotation system sponsored by the Financial Industry Regulatory Authority, the Committee shall cause the sale of Class A Common Stock otherwise issuable hereunder through a procedure whereby the Participant delivers irrevocable instructions to a broker reasonably acceptable to the Committee to deliver promptly to the Company an amount in satisfaction of the applicable tax liabilities. Unless otherwise determined by the Committee, the number of shares of Class A Common Stock which may be so repurchased or sold on behalf of the Participant shall cancel such Restricted Shares (or withhold property) having an aggregate Fair Value, be limited to the number of shares of Class A Common Stock which have a fair market value on the date next preceding of repurchase or sale (as the lapse case may be) necessary to pay the aggregate amount of such liabilities based on the Restricted Period, in an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect rates for federal, state and local income tax and payroll tax purposes that are applicable to Grantee. The Company shall deduct from any distribution of cash (whether or not related to the Award including, without limitation, salary payments) to the Grantee an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made in respect of the Shares subject to the Award). For purposes of this Agreement, "Fair Value" means the closing sales price of the Shares on the New York Stock Exchange on such date, or in the absence of reported sales on such date, the closing sales price of the Shares on the immediately preceding date for which sales were reportedsupplemental taxable income.

Withholding of Taxes. If Notwithstanding any contrary provision of this Agreement, no certificate representing the Grantee makes an election under section 83(bShares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) of the Code will have been made by Participant with respect to the Awardpayment of income, employment, social insurance, payroll and other taxes which the Award made pursuant Company determines must be withheld with respect to this Agreement shall be conditioned upon such Shares. Prior to vesting and/or settlement of the Grantee making prompt payment Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any applicable required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or tax withholding taxes by the Grantee ("Withholding Taxes"). Failure by the Grantee obligations related to pay Restricted Stock Units otherwise are due, Participant will permanently forfeit such Withholding Taxes will render this Agreement Restricted Stock Units and the Award granted hereunder null and void ab initio any right to receive Shares thereunder and the Restricted Shares granted hereunder Stock Units will be immediately cancelled. If the Grantee does not make an election under section 83(b) of the Code with respect returned to the Award, upon the lapse of the Restricted Period with respect to any portion of the Restricted Shares (or property distributed with respect thereto), the Company shall cancel such Restricted Shares (or withhold property) having an aggregate Fair Value, on the date next preceding the lapse of the Restricted Period, in an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee. The Company shall deduct from any distribution of cash (whether or not related at no cost to the Award including, without limitation, salary payments) to the Grantee an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made in respect of the Shares subject to the Award). For purposes of this Agreement, "Fair Value" means the closing sales price of the Shares on the New York Stock Exchange on such date, or in the absence of reported sales on such date, the closing sales price of the Shares on the immediately preceding date for which sales were reportedCompany.

Withholding of Taxes. If Regardless of any action the Grantee makes an election under section 83(bCompany or Xxxxxxx’s employer (the “Employer”) takes with respect to any or all applicable national, local, or other tax or social contribution, withholding, required deductions, or other payments, if any, that arise upon the grant or vesting of the Code Performance-Based Restricted Stock Units or the holding or subsequent sale of Shares, and the receipt of dividends, if any (“Tax-Related Items”), Grantee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by Xxxxxxx is and remains Grantee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Grantee further acknowledges that the Company and the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance-Based Restricted Stock Units, including grant or vesting, the subsequent sale of Shares acquired under the Plan, and the receipt of dividends, if any; and (b) does not commit to and is under no obligation to structure the terms of the Performance-Based Restricted Stock Units or any aspect of the Performance-Based Restricted Stock Units to reduce or eliminate Grantee’s liability for Tax-Related Items, or achieve any particular tax result. Further, if Grantee has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to Grantee, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Grantee with respect to the Awardpayment of any Tax-Related Items which the Company determines must be withheld with respect to such Shares. The Administrator, the Award made in its sole discretion and pursuant to this Agreement shall such procedures as it may specify from time to time, may permit Grantee to satisfy such Tax-Related Items, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be conditioned upon the Grantee making prompt payment withheld, (c) delivering to the Company of any applicable withholding obligations or withholding taxes by the Grantee ("Withholding Taxes"). Failure by the Grantee to pay such Withholding Taxes will render this Agreement already vested and the Award granted hereunder null and void ab initio and the Restricted owned Shares granted hereunder will be immediately cancelled. If the Grantee does not make an election under section 83(b) of the Code with respect having a Fair Market Value equal to the Award, upon the lapse of the Restricted Period with respect to any portion of the Restricted Shares (or property distributed with respect thereto), the Company shall cancel such Restricted Shares (or withhold property) having an aggregate Fair Value, on the date next preceding the lapse of the Restricted Period, in an amount required to be withheld, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax-Related Items by reducing the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect number of Shares otherwise deliverable to Grantee. The Company shall deduct from If Grantee fails to make satisfactory arrangements for the payment of any distribution of cash (whether required Tax-Related Items hereunder at the time any applicable Performance-Based Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3, 4 or not related 6, Grantee will permanently forfeit such Performance-Based Restricted Stock Units and any right to receive Shares thereunder and the Performance-Based Restricted Stock Units will be returned to the Award including, without limitation, salary payments) Company at no cost to the Grantee an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made in respect of the Shares subject to the Award). For purposes of this Agreement, "Fair Value" means the closing sales price of the Shares on the New York Stock Exchange on such date, or in the absence of reported sales on such date, the closing sales price of the Shares on the immediately preceding date for which sales were reportedCompany.

Withholding of Taxes. When the Shares are issued as payment for vested Restricted Stock Units, the Grantee will recognize immediate U.S. taxable income if the Grantee is a U.S. taxpayer. If the Grantee makes an election under section 83(bis a non-U.S. taxpayer, the Grantee will be subject to applicable taxes in his or her jurisdiction. The Company (or the employing Related Entity) will withhold a portion of the Code Shares otherwise issuable in payment for vested Restricted Stock Units that have an aggregate market value sufficient to pay the minimum federal, state and local income, employment and any other applicable taxes required to be withheld by the Company (or the employing Related Entity) with respect to the Award, the Award made Shares. No fractional Shares will be withheld or issued pursuant to this Agreement shall the grant of Restricted Stock Units and the issuance of Shares thereunder. The Company (or the employing Related Entity) may instead, in its discretion, withhold an amount necessary to pay the applicable taxes from the Grantee’s salary or other amounts payable to the Grantee, with no withholding of Shares. In the event the withholding requirements are not satisfied through the withholding of Shares (or, through the Grantee’s salary or other amounts payable to the Grantee, as indicated above), no Shares will be conditioned upon issued to the Grantee making prompt payment to (or his or her estate) in settlement of the Company of any applicable withholding obligations or withholding taxes Restricted Stock Units unless and until satisfactory arrangements (as determined by the Committee) have been made by the Grantee ("Withholding Taxes"). Failure by the Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be immediately cancelled. If the Grantee does not make an election under section 83(b) of the Code with respect to the Award, upon payment of any income and other taxes which the lapse of the Restricted Period Company determines must be withheld or collected with respect to any portion of the such Restricted Shares (or property distributed with respect thereto)Stock Units. By accepting this Award, the Company shall cancel such Restricted Grantee expressly consents to the withholding of Shares (and to any cash or withhold property) having an aggregate Fair Value, on the date next preceding the lapse of the Restricted Period, Share withholding as provided for in an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Granteethis paragraph 14. The Company shall deduct from any distribution of cash (whether or not All income and other taxes related to the Award including, without limitation, salary payments) to Restricted Stock Unit award and any Shares delivered in payment thereof are the Grantee an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made in respect sole responsibility of the Shares subject to the Award). For purposes of this Agreement, "Fair Value" means the closing sales price of the Shares on the New York Stock Exchange on such date, or in the absence of reported sales on such date, the closing sales price of the Shares on the immediately preceding date for which sales were reportedGrantee.

Withholding of Taxes. If the Grantee makes an election under section 83(b) of the Code with respect to the Award, the Award made pursuant to this Agreement shall be conditioned upon the Grantee making prompt payment to the Company of any applicable withholding obligations or withholding taxes by the Grantee ("Withholding Taxes"). Failure by the Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be immediately cancelled. If the Grantee does not make an election under section 83(b) of the Code with respect to the Award, upon the lapse of the Restricted Period with respect to any portion of the Restricted Shares (or property distributed with respect thereto), and unless other arrangements are made at the sole discretion of the Company, the Company shall cancel such Restricted Shares (or withhold property) having an aggregate Fair Value, on the date next preceding the lapse of the Restricted Period, in an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee. The Company shall deduct from any distribution of cash (whether or not related to the Award including, without limitation, salary payments) to the Grantee an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made in respect of the Shares subject to the Award). For purposes of this Agreement, "Fair Value" means the closing sales price of the Shares on the New York Stock Exchange on such date, or in the absence of reported sales on such date, the closing sales price of the Shares on the immediately preceding date for which sales were reported.

Withholding of Taxes. If To the Grantee makes an election under section 83(b) of extent required by Applicable Law, the Code with respect Company has the authority to deduct or withhold, or require the Participant to remit to the AwardCompany, an amount sufficient to satisfy all applicable federal, state, local and foreign taxes (including the Award made pursuant Participant’s tax obligation) required by Applicable Law to this Agreement shall be conditioned upon the Grantee making prompt payment to the Company of any applicable withholding obligations or withholding taxes by the Grantee ("Withholding Taxes"). Failure by the Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be immediately cancelled. If the Grantee does not make an election under section 83(b) of the Code with respect to the Award, upon the lapse of the Restricted Period withheld with respect to any portion taxable event arising from the grant of the Restricted Shares (RSUs or property distributed with respect thereto)the settlement of any vested RSUs. At the Company’s election, the Participant may satisfy his or her tax obligation, in whole or in part, by either: (a) electing to have the Company shall cancel such Restricted withhold Class A Ordinary Shares otherwise to be delivered with a Fair Market Value (or as defined in the Plan) equal to the tax withholding obligation; (b) surrendering to the Company previously owned Class A Ordinary Shares with a Fair Market Value equal to the tax withholding obligation; (c) allowing the Company to withhold property) having an aggregate Fair Value, on the date next preceding the lapse amount of the Restricted tax withholding obligation from the Participant’s cash compensation; or (d) paying the amount of the tax withholding obligation directly to the Company in cash. If the Administrator determines that the Participant has not satisfied or performed his or her tax obligations, then the Administrator has the right, but not the obligation, to suspend the vesting of the RSUs (the “Suspended Period, ”) commencing upon the Participant’s failure or default until such time the Participant has fully satisfied or performed such tax obligations. For the avoidance of doubt: (i) the Administrator has discretion in an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee. The Company shall deduct from any distribution of cash (determining whether or not related to the Award includingParticipant has satisfied or performed, without limitationfully or otherwise, salary paymentshis or her tax obligations; and (ii) to after the Grantee an amount required to satisfy vesting suspension is lifted, the required Withholding Taxes as set forth by Internal Revenue Service guidelines for time at which the employer's minimum statutory withholding with respect to Grantee pertaining to cash payments specific number of RSUs may otherwise vest under the Award (including any cash dividends made original vesting schedule shall be postponed, in respect each case, by the same number of days that elapse during the Shares subject to the Award). For purposes of this Agreement, "Fair Value" means the closing sales price of the Shares on the New York Stock Exchange on such date, or in the absence of reported sales on such date, the closing sales price of the Shares on the immediately preceding date for which sales were reportedSuspended Period.

Withholding of Taxes. If You acknowledge that you are required to make acceptable arrangements to pay any withholding taxes that may be due as a result of receipt of this Award or the Grantee makes an election under section 83(bvesting (including continued vesting) and payout of the Code with respect to the RSUs that you receive under this Award, and no Shares will be released to you until you have made such arrangements. These arrangements may include any one or a combination of the Award made following, as determined by the Company or the Committee: (a) the Company’s repurchase of Shares to be issued upon settlement of the RSUs (b) the sale of Shares acquired upon settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this Agreement shall be conditioned upon the Grantee making prompt authorization without further consent); (c) direct payment by you to the Company; (d) payroll withholding from your wages or other cash compensation paid to you by the Company; or (e) any other method as the Company or Committee may elect in compliance with the Plan, the Code and applicable law. The FMV of any applicable the Shares that are repurchased, if applicable, will be determined as of the date when the taxes otherwise would have been withheld in cash, and will be applied as a credit against the taxes. Depending on the withholding obligations method, the Company may withhold or account for withholding taxes by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case you will receive a refund of any over-withheld amount in cash and will have no entitlement to the Grantee ("Withholding Taxes"). Failure by the Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be immediately cancelledcommon share equivalent. If the Grantee does not make an election under section 83(b) obligation for taxes is satisfied by the repurchase of Shares, you are deemed to have been issued the Code with respect to the Award, upon the lapse full number of the Restricted Period with respect to any portion of the Restricted Shares (or property distributed with respect thereto), the Company shall cancel such Restricted Shares (or withhold property) having an aggregate Fair Value, on the date next preceding the lapse of the Restricted Period, in an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee. The Company shall deduct from any distribution of cash (whether or not related to the Award including, without limitation, salary payments) to the Grantee an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made in respect of the Shares subject to the Award). For purposes of this Agreementvested RSU, "Fair Value" means the closing sales price notwithstanding that a number of the Shares on are repurchased solely for the New York Stock Exchange on such datepurpose of paying the taxes. You acknowledge that the ultimate liability for all tax obligations legally due by you is and remains your responsibility. If you are subject to tax liabilities in more than one jurisdiction between the grant date and the date of any relevant taxable or tax withholding event, as applicable, you acknowledge that the Company may be required to withhold or account for tax liability in the absence of reported sales on such date, the closing sales price of the Shares on the immediately preceding date for which sales were reportedmore than one jurisdiction.

Withholding of Taxes. If The Company shall be entitled, if necessary or desirable, to withhold from any amounts due and payable by the Grantee makes an election under section 83(bCompany to «Last_Name» (or to secure payment from «Last_Name» in lieu of withholding) the amount of any withholding or other tax due from the Code Company with respect to any Common Stock which becomes vested and unrestricted under this Agreement, and the AwardCompany may defer such issuance until such amounts are paid or withheld. «Last_Name» may elect to satisfy his or her obligation to advance the amount of any required income or other withholding taxes (the “Required Tax Payments”) by any of the following means: (1) a cash payment to the Company, (2) delivery (either actual delivery or by attestation procedures established by the Award made pursuant to this Agreement shall be conditioned upon the Grantee making prompt payment Company) to the Company of any applicable withholding obligations previously owned whole shares of Common Stock (for which «Last_Name» has good title, free and clear of all liens and encumbrances) having a Fair Market Value (as defined in the Plan), determined as of the date the obligation to withhold or withholding pay taxes by the Grantee ("Withholding Taxes"). Failure by the Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and first arises in connection with the Restricted Shares granted hereunder will Stock Unit Award (the “Tax Date”), equal to the Required Tax Payments, (3) authorizing the Company to withhold from the shares of Common Stock otherwise to be immediately cancelled. If delivered to the Grantee does not make an election under section 83(b) holder pursuant to the Restricted Stock Unit Award, a number of whole shares of Common Stock having a Fair Market Value, determined as of the Code Tax Date, equal to the Required Tax Payments, (4) a cash payment by a broker-dealer acceptable to the Company through whom «Last_Name» has sold the shares with respect to which the AwardRequired Tax Payments have arisen or (5) any combination of (1), upon (2) and (3). The Compensation Committee shall have sole discretion to disapprove of an election pursuant to any of clauses (2)-(5) for any holder who is not a director or an “officer” (as defined in Rule 16a-1(f) under the lapse 1934 Act). Shares of Common Stock to be delivered or withheld may not have a Fair Market Value in excess of the Restricted Period with respect to any portion minimum amount of the Restricted Shares (or property distributed with respect thereto), the Company shall cancel such Restricted Shares (or withhold property) having an aggregate Fair Value, on the date next preceding the lapse Required Tax Payments. Any fraction of the Restricted Period, in an amount a share of Common Stock which would be required to satisfy such an obligation shall be disregarded and the required Withholding Taxes as set forth remaining amount due shall be paid in cash by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Granteeholder. The Company No certificate representing a share of Common Stock shall deduct from any distribution of cash (whether or not related to be delivered until the Award including, without limitation, salary payments) to the Grantee an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made Required Tax Payments have been satisfied in respect of the Shares subject to the Award). For purposes of this Agreement, "Fair Value" means the closing sales price of the Shares on the New York Stock Exchange on such date, or in the absence of reported sales on such date, the closing sales price of the Shares on the immediately preceding date for which sales were reportedfull.

Withholding of Taxes. If When Shares are issued as payment for vested Performance Units or, in the Grantee makes an election under section 83(b) discretion of the Code with respect to Company, such earlier time as the AwardTax Obligations (defined below) are due, the Award made pursuant to this Agreement shall be conditioned upon Company (or the Grantee making prompt payment to the Company of any applicable withholding obligations or withholding taxes by the Grantee ("Withholding Taxes"). Failure by the Grantee to pay such Withholding Taxes employing Affiliate) will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be immediately cancelled. If the Grantee does not make an election under section 83(b) of the Code with respect to the Award, upon the lapse of the Restricted Period with respect to any withhold a portion of the Restricted Shares (or property distributed with respect thereto), the Company shall cancel such Restricted Shares (or withhold property) having that have an aggregate Fair Valuemarket value sufficient to pay all taxes and social insurance liability and other requirements in connection with the Shares, on the date next preceding the lapse of the Restricted Period, in an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee. The Company shall deduct from any distribution of cash (whether or not related to the Award including, without limitation, salary payments(a) all federal, state and local income, employment and any other applicable taxes that are required to be withheld by the Company or the employing Affiliate, (b) the Employee’s and, to the Grantee an amount extent required to satisfy by the required Withholding Taxes as set forth by Internal Revenue Service guidelines for Company (or the employer's minimum statutory withholding employing Affiliate), the Company’s (or the employing Affiliate’s) fringe benefit tax liability, if any, associated with the grant, vesting, or sale of the Performance Units awarded and the Shares issued thereunder, and (c) all other taxes or social insurance liabilities with respect to Grantee pertaining which the Employee has agreed to cash payments under bear responsibility (collectively, the Award (including “Tax Obligations”). The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund provided in the U. S. for any cash dividends made in respect value of the Shares subject withheld in excess of the tax obligation as a result of such rounding. Notwithstanding the foregoing, the Company, in its sole discretion, may require the Employee to make alternate arrangements satisfactory to the Award)Company for such withholdings or remittances in advance of the arising of any remittance obligations to which the Employee has agreed or any withholding obligations. For purposes Notwithstanding any contrary provision of this Agreement, "Fair Value" means no Shares will be issued unless and until satisfactory arrangements (as determined by the closing sales price Company) have been made by the Employee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing Affiliate) has the right to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any Tax Obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares or that are due prior to the issuance of Shares under the Performance Units award. All Tax Obligations related to the Performance Units award and any Shares delivered in payment thereof are the sole responsibility of the Shares on the New York Stock Exchange on such dateEmployee. Further, or Employee shall be bound by any additional withholding requirements included in the absence Notice of reported sales on such date, the closing sales price Grant of the Shares on the immediately preceding date for which sales were reportedthis Agreement.

Withholding of Taxes. If When cash is delivered as payment for vested Performance Units or, in the Grantee makes an election under section 83(b) discretion of the Code with respect to Company, at such earlier time as the AwardTax Obligations (defined below) are due, the Award made pursuant to this Agreement shall be conditioned upon Company (or the Grantee making prompt payment to the Company of any applicable withholding obligations or withholding taxes by the Grantee ("Withholding Taxes"). Failure by the Grantee to pay such Withholding Taxes employing Affiliate) will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be immediately cancelled. If the Grantee does not make an election under section 83(b) of the Code with respect to the Award, upon the lapse of the Restricted Period with respect to any withhold a portion of the Restricted Shares (or property distributed with respect thereto), the Company shall cancel such Restricted Shares (or withhold property) having Performance Units that have an aggregate Fair Valuemarket value sufficient to pay all taxes and social insurance liability and other requirements in connection with the Performance Units, on the date next preceding the lapse of the Restricted Period, in an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee. The Company shall deduct from any distribution of cash (whether or not related to the Award including, without limitation, salary payments(a) all federal, state and local income, employment and any other applicable taxes that are required to be withheld by the Company or the employing Affiliate, (b) the Employee’s and, to the Grantee an amount extent required to satisfy by the required Withholding Taxes as set forth by Internal Revenue Service guidelines for Company (or the employer's minimum statutory withholding employing Affiliate), the Company’s (or the employing Affiliate’s) fringe benefit tax liability, if any, associated with the grant, vesting, or settlement of the Performance Units awarded and the cash paid thereunder, and (c) all other taxes or social insurance liabilities with respect to Grantee pertaining which the Employee has agreed to cash payments under bear responsibility (collectively, the Award (including any cash dividends made “Tax Obligations”). Notwithstanding the foregoing, the Company, in respect its sole discretion, may require the Employee to make alternate arrangements satisfactory to the Company for such Tax Obligations in advance of the Shares subject to the Award)arising of any Tax Obligations. For purposes Notwithstanding any contrary provision of this Agreement, "Fair Value" means no Performance Units will be settled through the closing sales price payment of cash or otherwise unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of any Tax Obligations that the Company determines must be withheld or collected with respect to such Performance Units. In addition and to the maximum extent permitted by law, the Company (or the employing Affiliate) has the right to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any Tax Obligations that the Company determines cannot be satisfied through the withholding of otherwise cash in settlement of the Shares on Performance units or that are due prior to the New York Stock Exchange on such datesettlement of Performance Units under the Performance Units award. All Tax Obligations related to the Performance Units award and any amounts delivered in payment thereof are the sole responsibility of the Employee. Further, or Employee shall be bound by any additional withholding requirements included in the absence Notice of reported sales on such date, the closing sales price Grant [and/or Exhibit [__]] of the Shares on the immediately preceding date for which sales were reportedthis Agreement.

Withholding of Taxes. If the Grantee makes an election under section 83(b) of the Code with respect to the Award, the Award made pursuant to this Agreement shall be conditioned upon the Grantee making prompt payment to the Company of any applicable withholding obligations or withholding taxes by the Grantee ("Withholding Taxes"). Failure by the Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be immediately cancelled. If the Grantee does not make an election under section 83(b) of the Code with respect to the Award, upon the lapse of the Restricted Period with respect to any portion of the Restricted Shares (or property distributed with respect thereto), the Company shall cancel such Restricted Shares (or withhold property) having an aggregate Fair Value, on the date next preceding the lapse of the Restricted Period, in an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee. The Company shall deduct from any distribution of cash (whether or not related to the Award including, without limitation, salary payments) to the Grantee an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made in respect of the Shares subject to the Award). For purposes of this Agreement, "Fair Value" means the closing sales price of the Shares on the New York NASDAQ Stock Exchange Market National Market System on such date, or in the absence of reported sales on such date, the closing sales price of the Shares on the immediately preceding date for which sales were reported.

Withholding of Taxes. When the Shares are issued as payment for vested Restricted Stock Units, the Grantee will recognize immediate U.S. taxable income if the Grantee is a U.S. taxpayer. If the Grantee makes an election under section 83(bis a non-U.S. taxpayer, the Grantee will be subject to applicable taxes in his or her jurisdiction. The Company (or the employing Subsidiary) will withhold a portion of the Code Shares otherwise issuable in payment for vested Restricted Stock Units that have an aggregate market value sufficient to pay the minimum federal, state and local income, employment and any other applicable taxes required to be withheld by Avanex (or the employing Subsidiary) with respect to the AwardShares. No fractional Shares will be withheld or issued pursuant to the grant of Restricted Stock Units and the issuance of Shares thereunder; any additional withholding necessary for this reason will be done by the Company through the Grantee’s paycheck. Accordingly, to the extent the Fair Market Value of the number of whole Shares withheld by the Company exceeds the withholding taxes, the Award made pursuant to this Agreement shall be conditioned upon Company will pay the Grantee making prompt the difference. The Company (or the employing Subsidiary) may instead, in its discretion, withhold an amount necessary to pay the applicable taxes from the Grantee’s paycheck, with no withholding of Shares. In the event the withholding requirements are not satisfied through the withholding of Shares (or, through the Grantee’s paycheck, as indicated above), no payment will be made to the Company of any applicable withholding obligations Grantee (or withholding taxes his or her estate) for Restricted Stock Units unless and until satisfactory arrangements (as determined by the Administrator) have been made by the Grantee ("Withholding Taxes"). Failure by the Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be immediately cancelled. If the Grantee does not make an election under section 83(b) of the Code with respect to the Award, upon payment of any income and other taxes which the lapse of the Restricted Period Company determines must be withheld or collected with respect to such Restricted Stock Units. By accepting this Award, the Grantee expressly consents to the withholding of Shares and to any portion cash or Share withholding as provided for in this paragraph 11. All income and other taxes related to this Award of Restricted Stock Units and any Shares delivered in payment thereof are the sole responsibility of the Restricted Shares (or property distributed with respect thereto), the Company shall cancel such Restricted Shares (or withhold property) having an aggregate Fair Value, on the date next preceding the lapse of the Restricted Period, in an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee. The Company shall deduct from any distribution of cash (whether or not related to the Award including, without limitation, salary payments) to the Grantee an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made in respect of the Shares subject to the Award). For purposes of this Agreement, "Fair Value" means the closing sales price of the Shares on the New York Stock Exchange on such date, or in the absence of reported sales on such date, the closing sales price of the Shares on the immediately preceding date for which sales were reported.

Withholding of Taxes. If As a condition precedent to the delivery to Grantee makes an election under section 83(b) of any Shares upon vesting of the Code Restricted Stock Units or the payment of any cash pursuant to Section 9 hereof, Grantee shall, upon request by the Company, pay to the Company such amount of cash as the Company may be required, under all applicable federal, state, local or other laws or regulations, to withhold and pay over as income or other withholding taxes (the “Required Tax Payments”) with respect to the AwardRestricted Stock Units and any such cash payments. If Grantee shall fail to advance the Required Tax Payments after request by the Company, the Award made pursuant to this Agreement shall be conditioned upon the Grantee making prompt payment to Company may, in its discretion, deduct any Required Tax Payments from any amount then or thereafter payable by the Company of any applicable withholding obligations to Grantee or withholding taxes by withhold Shares. Grantee may elect to satisfy his or her obligation to advance the Grantee ("Withholding Taxes"). Failure by the Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be immediately cancelled. If the Grantee does not make an election under section 83(b) of the Code with respect to the Award, upon the lapse of the Restricted Period Required Tax Payments with respect to any portion Restricted Stock Units by any of the following means: (a) a cash payment to the Company; (b) delivery to the Company (either actual delivery or by attestation procedures established by the Company) of previously owned whole Shares having a Fair Market Value, determined as of the date the obligation to withhold or pay taxes first arises in connection with the Restricted Stock Units (the “Tax Date”), equal to the Required Tax Payments; (c) authorizing the Company to withhold from the Shares otherwise to be delivered to Grantee upon the vesting of the Restricted Stock Units, a number of whole Shares having a Fair Market Value, determined as of the Tax Date, equal to the Required Tax Payments; or (d) any combination of (a), (b) and (c). Shares to be delivered or property distributed with respect thereto)withheld may not have a Fair Market Value in excess of the minimum amount of the Required Tax Payments. Any fraction of a Share which would be required to satisfy such an obligation shall be disregarded and the remaining amount due shall be paid in cash by Grantee. No Shares shall be delivered until the Required Tax Payments have been satisfied in full. For any cash payments made pursuant to Section 9 hereof, the Company shall cancel withhold from such Restricted Shares (or withhold property) having an aggregate Fair Value, on the date next preceding the lapse of the Restricted Period, in an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee. The Company shall deduct from any distribution of cash (whether or not related to the Award including, without limitation, salary payments) to the Grantee an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made in respect of the Shares subject to the Award). For purposes of this Agreement, "Fair Value" means the closing sales price of the Shares on the New York Stock Exchange on such date, or in the absence of reported sales on such date, the closing sales price of the Shares on the immediately preceding date for which sales were reportedRequired Tax Payments.

Withholding of Taxes. When the Shares are issued as payment for vested PSUs, the Grantee will recognize immediate U.S. taxable income if the Grantee is a U.S. taxpayer. If the Grantee makes an election under section 83(b) is a non-U.S. taxpayer, the Grantee may be subject to applicable taxes in his or her jurisdiction. The Company (or the employing parent of the Code Company or Subsidiary) will withhold a portion of the Shares otherwise issuable in payment for vested PSUs that have an aggregate market value sufficient to pay the minimum federal, state and local income, employment and any other applicable taxes required to be withheld by the Company (or the employing parent of the Company or Subsidiary) with respect to the Award, the Award made Shares. No fractional Shares will be withheld or issued pursuant to this Agreement shall the grant of PSUs and the issuance of Shares thereunder. The Company (or the employing parent of the Company or Subsidiary) may instead, in its discretion, withhold an amount necessary to pay the applicable taxes from the Grantee’s paycheck, with no withholding of Shares. In the event the withholding requirements are not satisfied through the withholding of Shares (or, through the Grantee’s paycheck, as indicated above), no payment will be conditioned upon made to the Grantee making prompt payment to (or his or her estate) for PSUs unless and until satisfactory arrangements (as determined by the Company of any applicable withholding obligations or withholding taxes Committee) have been made by the Grantee ("Withholding Taxes"). Failure by the Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be immediately cancelled. If the Grantee does not make an election under section 83(b) of the Code with respect to the Award, upon payment of any income and other taxes which the lapse of the Restricted Period Company determines must be withheld or collected with respect to any portion of the Restricted Shares (or property distributed with respect thereto)such PSUs. By accepting this Award, the Company shall cancel such Restricted Grantee expressly consents to the withholding of Shares (and to any cash or withhold property) having an aggregate Fair Value, on the date next preceding the lapse of the Restricted Period, Share withholding as provided for in an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Granteethis Paragraph 9. The Company shall deduct from any distribution of cash (whether or not All income and other taxes related to the Award including, without limitation, salary payments) to Performance Stock Unit award and any Shares delivered in payment thereof are the sole responsibility of the Grantee. In no event will the Company reimburse the Grantee an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made in respect of the Shares subject to the Award). For purposes of this Agreement, "Fair Value" means the closing sales price of the Shares taxes or other costs that may be imposed on the New York Stock Exchange on such date, or in the absence Grantee as result of reported sales on such date, the closing sales price of the Shares on the immediately preceding date for which sales were reported.Section 409A.

Withholding of Taxes. If The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by (i) paying cash, (ii) withholding from Participant’s wages or other cash compensation paid to Participant by the Grantee makes an election under section 83(bCompany and/or Employer, (iii) electing to have the Company withhold otherwise deliverable Shares upon vesting of the Code Restricted Stock Units with respect a Fair Market Value (as defined in the Plan unless otherwise determined by the Administrator) equal to the Awardapplicable amount of any Tax‑Related Items required to be withheld, (iv) delivering to the Award made Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (v) withholding from proceeds of the sale of Shares acquired upon vesting of the Restricted Stock Units otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise and whether through a voluntary sale or through a mandatory sale arranged by the Company on Participant’s behalf pursuant to this Agreement shall be conditioned upon authorization and without further consent from Participant), with a Fair Market Value (as defined in the Grantee making prompt payment Plan unless otherwise determined by the Administrator) equal to the Company applicable amount of any Tax‑Related Items required to be withheld. Depending on the withholding method, and notwithstanding the foregoing, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding obligations or withholding taxes by rates, including maximum applicable rates, in which case Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the Grantee ("Withholding Taxes"). Failure by the Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be immediately cancelledequivalent amount in Shares. If the Grantee does not make an election under section 83(b) obligation for Tax‑Related Items is satisfied by withholding in Shares, for tax purposes, Participant is deemed to have been issued the full number of the Code with respect to the Award, upon the lapse of the Restricted Period with respect to any portion of the Restricted Shares (or property distributed with respect thereto), the Company shall cancel such Restricted Shares (or withhold property) having an aggregate Fair Value, on the date next preceding the lapse of the Restricted Period, in an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee. The Company shall deduct from any distribution of cash (whether or not related to the Award including, without limitation, salary payments) to the Grantee an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made in respect of the Shares subject to the Award). For purposes of this Agreementvested Restricted Stock Units, "Fair Value" means the closing sales price notwithstanding that a number of the Shares on are held back solely for purposes of paying the New York Stock Exchange on such date, or in the absence of reported sales on such date, the closing sales price of the Shares on the immediately preceding date for which sales were reportedTax‑Related Items.

Withholding of Taxes. If Notwithstanding any contrary provision of this Agreement, no certificate representing shares of Stock will be issued to the Grantee makes an election under section 83(b(or amounts paid with respect to Dividend Equivalents, if any), unless and until satisfactory arrangements (as determined by the Committee) of will have been made by the Code Grantee with respect to the Awardpayment of Federal, state, local or foreign income, employment and other taxes which the Award made Committee determines must be withheld (“Tax Related Items”) with respect to the shares of Stock so issuable (or amounts to be paid with respect to Dividend Equivalents, if any). The Committee hereby allows Grantee, pursuant to this Agreement shall be conditioned upon such procedures as the Grantee making prompt payment Committee may specify from time to time, to satisfy such Tax Related Items, in whole or in part (without limitation) by one or more of the following: (a) paying cash; (b) electing to have the Company (or any Subsidiary or Affiliated Company) withhold otherwise deliverable shares of Stock having a Fair Market Value equal to the amount of the Tax Related Items required to be withheld; or (c) electing to have the Company (or any Subsidiary or Affiliated Company) withhold any amount of Tax Related Items from any wages or other cash compensation payable to Grantee by the Company (including, if applicable, any amounts paid with respect to Dividend Equivalents). If the obligation for Tax Related Items is satisfied by withholding a number of shares of Stock as described above, Grantee will be deemed to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax Related Items due as a result of any applicable withholding obligations or withholding taxes by the Grantee ("Withholding Taxes"). Failure by the Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and aspect of the Restricted Shares granted hereunder will be immediately cancelledStock Units. If the Grantee does not fails to make an election under section 83(b) satisfactory arrangements for the payment of the Code with respect Tax Related Items at the time any applicable Restricted Stock Units (and corresponding Dividend Equivalents, if any) are scheduled to the Award, upon the lapse of the Restricted Period with respect to any portion of the Restricted Shares (or property distributed with respect thereto)vest, the Company shall cancel Grantee will permanently forfeit such Restricted Shares Stock Units (or withhold propertyand Dividend Equivalents, if any) having an aggregate Fair Value, on the date next preceding the lapse and no shares of the Restricted Period, in an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee. The Company shall deduct from any distribution of cash (whether or not related to the Award including, without limitation, salary payments) to the Grantee an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect Stock will be issued to Grantee pertaining pursuant to cash payments under the Award (including any cash dividends made in respect of the Shares subject to the Award). For purposes of this Agreement, "Fair Value" means the closing sales price of the Shares on the New York Stock Exchange on such date, or in the absence of reported sales on such date, the closing sales price of the Shares on the immediately preceding date for which sales were reportedthem.

Withholding of Taxes. If Should the Grantee makes an election under section 83(b) of the Code Company have any withholding obligations with respect to the AwardRestricted Stock Units or the Shares issued in payment thereof, the Award made Company (or the employing Parent or Subsidiary) will withhold a portion of the Shares otherwise issuable in payment for vested Restricted Stock Units that have an aggregate market value sufficient to pay the minimum federal, state and local income, employment and any other applicable taxes required to be withheld by the Company (or the employing Parent or Subsidiary) with respect to the Shares. No fractional Shares will be withheld or issued pursuant to the grant of Restricted Stock Units and the issuance of Shares thereunder; any additional withholding necessary for this Agreement shall reason will be conditioned upon the Grantee making prompt payment to done by the Company of any applicable withholding obligations through the Grantee’s paycheck, if any, or withholding taxes by the Grantee ("Withholding Taxes"). Failure through direct payment by the Grantee to the Company in the form of cash, check or other cash equivalent. Accordingly, to the extent the Fair Market Value of the number of whole Shares withheld by the Company exceeds the withholding taxes, the Company will pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and Grantee the Restricted difference. The Company (or the employing Parent or Subsidiary) may instead, in its discretion, withhold an amount necessary to pay the applicable taxes from the Grantee’s paycheck or require the Grantee to pay an amount necessary to pay the applicable taxes directly to the Company (or the employing Parent or Subsidiary), in each case with no withholding of Shares. In the event the withholding requirements are not satisfied through the withholding of Shares granted hereunder (or, through the Grantee’s paycheck or direct payment, as indicated above), no payment will be immediately cancelled. If made to the Grantee does not make an election under section 83(b(or his or her estate) of for Restricted Stock Units unless and until satisfactory arrangements (as determined by the Code Board) have been made by the Grantee with respect to the Award, upon payment of any income and other taxes which the lapse of the Restricted Period Company determines must be withheld or collected with respect to any portion of the such Restricted Shares (or property distributed with respect thereto)Stock Units. By accepting this Award, the Company shall cancel such Restricted Grantee expressly consents to the withholding of Shares (and to any cash or withhold property) having an aggregate Fair Value, on the date next preceding the lapse of the Restricted Period, Share withholding as provided for in an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Granteethis paragraph 9. The Company shall deduct from any distribution of cash (whether or not All income and other taxes related to the Award including, without limitation, salary payments) to Restricted Stock Unit award and any Shares delivered in payment thereof are the Grantee an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made in respect sole responsibility of the Shares subject to the Award). For purposes of this Agreement, "Fair Value" means the closing sales price of the Shares on the New York Stock Exchange on such date, or in the absence of reported sales on such date, the closing sales price of the Shares on the immediately preceding date for which sales were reportedGrantee.

Withholding of Taxes. If When Shares are issued as payment for vested Performance Shares or, in the Grantee makes an election under section 83(b) discretion of the Code with respect to Company, at such earlier time as the AwardTax Obligations (defined below) are due, the Award made pursuant to this Agreement shall be conditioned upon Company (or the Grantee making prompt payment to the Company of any applicable withholding obligations or withholding taxes by the Grantee ("Withholding Taxes"). Failure by the Grantee to pay such Withholding Taxes employing Affiliate) will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be immediately cancelled. If the Grantee does not make an election under section 83(b) of the Code with respect to the Award, upon the lapse of the Restricted Period with respect to any withhold a portion of the Restricted Shares (or property distributed with respect thereto), the Company shall cancel such Restricted Shares (or withhold property) having that has an aggregate Fair Valuemarket value sufficient to pay all taxes and social insurance liability and other requirements in connection with the Shares, on the date next preceding the lapse of the Restricted Period, in an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee. The Company shall deduct from any distribution of cash (whether or not related to the Award including, without limitation, salary payments(a) all federal, state and local income, employment and any other applicable taxes that are required to be withheld by the Company or the employing Affiliate, (b) the Employee’s and, to the Grantee an amount extent required to satisfy by the required Withholding Taxes as set forth by Internal Revenue Service guidelines for Company (or the employer's minimum statutory withholding employing Affiliate), the Company’s (or the employing Affiliate’s) fringe benefit tax liability, if any, associated with the grant, vesting, or sale of the Performance Shares and the Shares issued thereunder, and (c) all other taxes or social insurance liabilities with respect to Grantee pertaining which the Employee has agreed to cash payments under bear responsibility (collectively, the Award (including “Tax Obligations”). The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund provided in the U.S. for any cash dividends made in respect value of the Shares subject withheld in excess of the Tax Obligations as a result of such rounding. Notwithstanding the foregoing, the Company, in its sole discretion, may require the Employee to make alternate arrangements satisfactory to the Award)Company for such Tax Obligations in advance of the arising of any Tax Obligations. For purposes Notwithstanding any contrary provision of this Agreement, "Fair Value" means no Shares will be issued unless and until satisfactory arrangements (as determined by the closing sales price Company) have been made by the Employee with respect to the payment of any Tax Obligations that the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing Affiliate) has the right to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any Tax Obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares or that are due prior to the issuance of Shares under the Performance Shares. All Tax Obligations related to the Performance Shares and any Shares delivered in payment thereof are the sole responsibility of the Shares on the New York Stock Exchange on such dateEmployee, or except as provided in paragraph 7(b) of this Agreement. Further, Employee shall be bound by any additional withholding requirements included in the absence Notice of reported sales on such date, the closing sales price Grant and/or Exhibit A of the Shares on the immediately preceding date for which sales were reportedthis Agreement.

Withholding of Taxes. If Notwithstanding any contrary provision of this Agreement, no certificate representing shares of Stock will be issued to you unless and until satisfactory arrangements (as determined by the Grantee makes an election under section 83(bCommittee) of the Code have been made by you with respect to the Awardpayment of Federal, state, local or foreign income, employment and other taxes which the Award made pursuant to this Agreement shall Committee determines must be conditioned upon the Grantee making prompt payment to the Company of any applicable withholding obligations or withholding taxes by the Grantee withheld ("Withholding Taxes"). Failure by the Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be immediately cancelled. If the Grantee does not make an election under section 83(b“Tax Related Items”) of the Code with respect to the Awardshares of Stock so issuable. The Committee hereby allows you, upon pursuant to such procedures as the lapse Committee may specify from time to time, to satisfy such Tax Related Items, in whole or in part (without limitation) by one or more of the Restricted Period with respect following: (a) paying cash; (b) electing to any portion have CryoLife or an Eligible Employer withhold otherwise deliverable shares of Stock having a Fair Market Value, as defined in the Plan, equal to the amount of the Restricted Shares (or property distributed with respect thereto), the Company shall cancel such Restricted Shares (or withhold property) having an aggregate Fair Value, on the date next preceding the lapse of the Restricted Period, in an amount Tax Related Items required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect be withheld; or (c) electing to Grantee. The Company shall deduct have CryoLife or an Eligible Employer withhold any amount of Tax Related Items from any distribution wages or other cash compensation payable to you by CryoLife or the Eligible Employer, as the case may be. If the obligation for Tax Related Items is satisfied by withholding a number of cash (whether or not related shares of Stock as described above, you will be deemed to have been issued the Award including, without limitation, salary payments) to the Grantee an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made in respect full number of the Shares shares of Stock subject to the Award). For purposes of this Agreementvested performance shares, "Fair Value" means the closing sales price notwithstanding that a number of the Shares on shares of Stock are held back solely for the New York Stock Exchange on such date, or in purpose of paying the absence Tax Related Items due as a result of reported sales on such date, the closing sales price any aspect of the Shares on performance shares. If you fail to make satisfactory arrangements for the immediately preceding date for which sales were reportedpayment of the Tax Related Items at the time any applicable performance shares are scheduled to vest, you will permanently forfeit such performance shares and no shares of Stock will be issued to you pursuant to them.

Withholding of Taxes. If Notwithstanding any contrary provision of this Agreement, no certificate representing shares of Stock will be issued to you unless and until satisfactory arrangements (as determined by the Grantee makes an election under section 83(bCommittee) of the Code have been made by you with respect to the Awardpayment of Federal, state, local or foreign income, employment and other taxes which the Award made pursuant to this Agreement shall Committee determines must be conditioned upon the Grantee making prompt payment to the Company of any applicable withholding obligations or withholding taxes by the Grantee withheld ("Withholding Taxes"). Failure by the Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be immediately cancelled. If the Grantee does not make an election under section 83(b“Tax Related Items”) of the Code with respect to the Awardshares of Stock so issuable. The Committee hereby allows you, upon pursuant to such procedures as the lapse Committee may specify from time to time, to satisfy such Tax Related Items, in whole or in part (without limitation) by one or more of the Restricted Period with respect following: (a) paying cash; (b) electing to any portion have CryoLife or an Eligible Employer withhold otherwise deliverable shares of Stock having a Fair Market Value, as defined in the Plan, equal to the amount of the Restricted Shares (or property distributed with respect thereto), the Company shall cancel such Restricted Shares (or withhold property) having an aggregate Fair Value, on the date next preceding the lapse of the Restricted Period, in an amount Tax Related Items required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect be withheld; or (c) electing to Grantee. The Company shall deduct have CryoLife or an Eligible Employer withhold any amount of Tax Related Items from any distribution wages or other cash compensation payable to you by CryoLife or the Eligible Employer, as the case may be. If the obligation for Tax Related Items is satisfied by withholding a number of cash (whether or not related shares of Stock as described above, you will be deemed to have been issued the Award including, without limitation, salary payments) to the Grantee an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made in respect full number of the Shares shares of Stock subject to the Award). For purposes of this Agreementvested Performance Shares, "Fair Value" means the closing sales price notwithstanding that a number of the Shares on shares of Stock are held back solely for the New York Stock Exchange on such date, or in purpose of paying the absence Tax Related Items due as a result of reported sales on such date, the closing sales price any aspect of the Performance Shares. If you fail to make satisfactory arrangements for the payment of the Tax Related Items at the time any applicable Performance Shares on the immediately preceding date for which sales were reportedare scheduled to vest, you will permanently forfeit such Performance Shares and no shares of Stock will be issued to you pursuant to them.

Withholding of Taxes. If Regardless of any action the Grantee makes an election under section 83(bCompany or Participant’s employer (the “Employer”) takes with respect to any or all applicable national, local, or other tax or social contribution, withholding, required deductions, or other payments, if any, that arise upon the grant or vesting of the Code Restricted Stock or the holding or subsequent sale of Shares, and the receipt of dividends, if any (“Tax-Related Items”), Participant acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by Participant is and remains Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Participant further acknowledges that the Company and the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock, including grant or vesting, the subsequent sale of Shares acquired under the Plan, and the receipt of dividends, if any; and (b) does not commit to and is under no obligation to structure the terms of the Restricted Stock or any aspect of the Restricted Stock to reduce or eliminate Participant’s liability for Tax-Related Items, or achieve any particular tax result. Further, if Participant has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares of Restricted Stock may be released from the escrow established pursuant to Section 2, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the Awardpayment of any Tax-Related Items which the Company determines must be withheld with respect to such Shares. The Administrator, the Award made in its sole discretion and pursuant to this Agreement shall such procedures as it may specify from time to time, may permit Participant to satisfy such Tax-Related Items, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be conditioned upon the Grantee making prompt payment withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax-Related Items by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required Tax-Related Items hereunder at the time any applicable withholding obligations Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or withholding taxes by the Grantee ("Withholding Taxes"). Failure by the Grantee 4, Participant will permanently forfeit such Restricted Stock Units and any right to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio receive Shares thereunder and the Restricted Shares granted hereunder Stock Units will be immediately cancelled. If the Grantee does not make an election under section 83(b) of the Code with respect returned to the Award, upon the lapse of the Restricted Period with respect to any portion of the Restricted Shares (or property distributed with respect thereto), the Company shall cancel such Restricted Shares (or withhold property) having an aggregate Fair Value, on the date next preceding the lapse of the Restricted Period, in an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee. The Company shall deduct from any distribution of cash (whether or not related at no cost to the Award including, without limitation, salary payments) to the Grantee an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made in respect of the Shares subject to the Award). For purposes of this Agreement, "Fair Value" means the closing sales price of the Shares on the New York Stock Exchange on such date, or in the absence of reported sales on such date, the closing sales price of the Shares on the immediately preceding date for which sales were reportedCompany.

Withholding of Taxes. When the Shares are issued in settlement for vested Restricted Stock Units, the Grantee will recognize immediate U.S. taxable income if the Grantee is a U.S. taxpayer. If the Grantee makes an election under section 83(b) is a non-U.S. taxpayer, the Grantee will be subject to applicable taxes in his or her jurisdiction. If the Company is obligated at the time of the Code issuance of the Shares to withhold taxes on behalf of such income recognized by the Grantee (for example if the Grantee has become an Employee of the Company after the Grant Date and prior to the Vesting Date or Settlement Date, or if changes in Applicable Laws require such withholding), the Company reserves the right to withhold a portion of the Shares otherwise issuable in payment for vested Restricted Stock Units that have an aggregate market value sufficient to pay any applicable minimum federal, state and local income, employment and any other applicable taxes required to be withheld by the Company with respect to the Award, the Award made Shares. No fractional Shares will be withheld or issued pursuant to this Agreement shall be conditioned upon the Grantee making prompt payment grant of Restricted Stock Units and the issuance of Shares thereunder. The Company may instead, in its discretion, withhold an amount necessary to pay the applicable taxes from the Grantee’s Non-Employee Director compensation or other amounts payable to the Company Grantee, with no withholding of Shares. In the event that any applicable withholding obligations requirements are not satisfied through the withholding of Shares (or, through the Grantee’s compensation or withholding taxes other amounts payable to the Grantee, as indicated above), no Shares will be issued to the Grantee (or his or her estate) in settlement of the Restricted Stock Units unless and until satisfactory arrangements (as determined by the Committee) have been made by the Grantee ("Withholding Taxes"). Failure by the Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be immediately cancelled. If the Grantee does not make an election under section 83(b) of the Code with respect to the Award, upon payment of any applicable taxes which the lapse of the Restricted Period Company determines must be withheld or collected with respect to any portion of the such Restricted Shares (or property distributed with respect thereto)Stock Units. By accepting this Award, the Company shall cancel such Restricted Grantee expressly consents to the withholding of Shares (and to any cash or withhold property) having an aggregate Fair Value, on the date next preceding the lapse of the Restricted Period, Share withholding as provided for in an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Granteethis paragraph 12. The Company shall deduct from any distribution of cash (whether or not All income and other taxes related to the Award including, without limitation, salary payments) to Restricted Stock Unit award and any Shares delivered in payment thereof are the Grantee an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made in respect sole responsibility of the Shares subject to the Award). For purposes of this Agreement, "Fair Value" means the closing sales price of the Shares on the New York Stock Exchange on such date, or in the absence of reported sales on such date, the closing sales price of the Shares on the immediately preceding date for which sales were reportedGrantee.

Withholding of Taxes. If the Grantee makes an election under section 83(b) You acknowledge that you are responsible to pay any and all applicable tax obligations, including withholding and other taxes, which may be due as a result of the Code with respect to the receipt of this Award, the vesting and payout of the RSUs that you receive under this Award or your eligibility for retirement in accordance with the terms of the Retirement Policy. You acknowledge and agree that the payment of such tax obligations may be made by any one or a combination of the following methods, as determined by the Company or the Committee: (a) the Company’s repurchase of Shares to be issued upon settlement of the RSUs; (b) the sale of Shares acquired upon settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this Agreement shall be conditioned upon the Grantee making prompt authorization without further consent); (c) direct payment by you to the Company; (d) payroll withholding from your wages or other cash compensation paid to you by the Company; or (e) any other method as the Company or Committee may elect in compliance with the Plan, the Code and applicable law. The Fair Market Value of any applicable the Shares that are repurchased, if applicable, will be determined as of the date when the taxes otherwise would have been withheld in cash, and will be applied as a credit against the taxes. Depending on the withholding obligations method, the Company may withhold or account for withholding taxes by considering applicable minimum statutory withholding rates or other applicable withholding rates, including applicable maximum rates, in which case you will receive a refund of any over-withheld amount in cash and will have no entitlement to the Grantee ("Withholding Taxes"). Failure by the Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be immediately cancelledcommon share equivalent. If the Grantee does not make an election under section 83(b) obligation for taxes is satisfied by the repurchase of Shares, you are deemed to have been issued the Code with respect to the Award, upon the lapse full number of the Restricted Period with respect to any portion of the Restricted Shares (or property distributed with respect thereto), the Company shall cancel such Restricted Shares (or withhold property) having an aggregate Fair Value, on the date next preceding the lapse of the Restricted Period, in an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee. The Company shall deduct from any distribution of cash (whether or not related to the Award including, without limitation, salary payments) to the Grantee an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made in respect of the Shares subject to the Award). For purposes of this Agreementvested RSUs, "Fair Value" means the closing sales price notwithstanding that a number of the Shares on are repurchased by the New York Stock Exchange on such dateCompany solely for the purpose of paying the taxes. You acknowledge that the ultimate liability for all tax obligations legally due by you is and remains your responsibility. If you are subject to tax liabilities in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, you acknowledge that the Company may be required to withhold or account for tax liability in the absence of reported sales on such date, the closing sales price of the Shares on the immediately preceding date for which sales were reportedmore than one jurisdiction.

Withholding of Taxes. If TIBCO or the Grantee makes an election under section 83(bEmployee’s employer (the “Employer”) will withhold a portion of the Code Shares that have an aggregate market value sufficient to pay all Tax Obligations required to be withheld by TIBCO or the Employer with respect to the AwardShares, unless the Award made Committee, in its sole discretion, requires or permits the Employee to make alternate arrangements satisfactory to TIBCO or the Employer for such withholdings in advance of the arising of any withholding obligations. The Committee, in its sole discretion and pursuant to this Agreement shall be conditioned upon such procedures as it may specify from time to time, may permit the Grantee making prompt payment Employee to satisfy his or her Tax Obligations, in whole or in part by one or more of the following (without limitation): (a) paying cash, (b) electing to have TIBCO or the Employer withhold otherwise deliverable Shares having a Fair Market Value equal to the Company minimum statutory amount required to be withheld, or (c) selling a sufficient number of such Shares otherwise deliverable to Employee through such means as TIBCO or the Employer may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. Notwithstanding any applicable withholding obligations contrary provision of this Agreement, no Restricted Stock will be granted unless and until satisfactory arrangements (as determined by TIBCO or withholding taxes the Employer) will have been made by the Grantee ("Withholding Taxes"). Failure by the Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be immediately cancelled. If the Grantee does not make an election under section 83(b) of the Code Employee with respect to the Award, upon payment of any income and other taxes which TIBCO or the lapse of the Restricted Period Employer determines must be withheld or collected with respect to any portion of such Shares. In addition and to the Restricted Shares (maximum extent permitted by law, TIBCO or property distributed with respect thereto)the Employer has the right to retain without notice from salary or other amounts payable to the Employee, the Company shall cancel such Restricted Shares (or withhold property) cash having an aggregate Fair Value, on the date next preceding the lapse of the Restricted Period, in an amount required a sufficient value to satisfy any tax withholding obligations that TIBCO or the required Withholding Taxes as set forth by Internal Revenue Service guidelines for Employer determines cannot be satisfied through the employer's minimum statutory withholding with respect to Granteeof otherwise deliverable Shares. The Company shall deduct from any distribution of cash (whether or not All Tax Obligations related to the Award includingRestricted Stock award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, without limitation, salary payments) the Employee expressly consents to the Grantee an amount required withholding of Shares and to any additional cash withholding as provided for in this paragraph 6. Only whole Shares will be withheld or sold to satisfy any tax withholding obligations pursuant to this paragraph 6. The number of Shares withheld will be rounded up to the required Withholding Taxes as set forth by Internal Revenue Service guidelines nearest whole Share, with a cash refund to the Employee for the employer's minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made in respect value of the Shares subject withheld in excess of the tax obligation (pursuant to such procedures as TIBCO or the Employer may specify from time to time). To the extent that the cash refund described in the preceding sentence is not administratively feasible, as determined by TIBCO or the Employer in its sole discretion, the number of Shares withheld will be rounded down to the Award). For purposes of nearest whole Share and, in accordance with this Agreementparagraph 6 and to the maximum extent permitted by law, "Fair Value" means TIBCO or the closing sales price of Employer will retain from salary or other amounts payable to the Shares on the New York Stock Exchange on such date, or in the absence of reported sales on such date, the closing sales price of the Shares on the immediately preceding date for which sales were reportedEmployee cash having a sufficient value to satisfy any additional tax withholding.

Withholding of Taxes. If When Shares are issued as payment for vested Restricted Stock Units or, in the Grantee makes an election under section 83(b) discretion of the Code with respect to Company, at such earlier time as the AwardTax Obligations (defined below) are due, the Award made pursuant to this Agreement shall be conditioned upon Company (or the Grantee making prompt payment to the Company of any applicable withholding obligations or withholding taxes by the Grantee ("Withholding Taxes"). Failure by the Grantee to pay such Withholding Taxes employing Affiliate) will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be immediately cancelled. If the Grantee does not make an election under section 83(b) of the Code with respect to the Award, upon the lapse of the Restricted Period with respect to any withhold a portion of the Restricted Shares (or property distributed with respect thereto), the Company shall cancel such Restricted Shares (or withhold property) having that has an aggregate Fair Valuemarket value sufficient to pay all taxes and social insurance liability and other requirements in connection with the Shares, on the date next preceding the lapse of the Restricted Period, in an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee. The Company shall deduct from any distribution of cash (whether or not related to the Award including, without limitation, salary payments(a) all federal, state and local income, employment and any other applicable taxes that are required to be withheld by the Company or the employing Affiliate, (b) the Employee’s and, to the Grantee an amount extent required to satisfy by the required Withholding Taxes as set forth by Internal Revenue Service guidelines for Company (or the employer's minimum statutory withholding employing Affiliate), the Company’s (or the employing Affiliate’s) fringe benefit tax liability, if any, associated with the grant, vesting, or sale of the Restricted Stock Units and the Shares issued thereunder, and (c) all other taxes or social insurance liabilities with respect to Grantee pertaining which the Employee has agreed to cash payments under bear responsibility (collectively, the Award (including “Tax Obligations”). The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund provided in the U.S. for any cash dividends made in respect value of the Shares subject withheld in excess of the Tax Obligations as a result of such rounding. Notwithstanding the foregoing, the Company, in its sole discretion, may require the Employee to make alternate arrangements satisfactory to the Award)Company for such Tax Obligations in advance of the arising of any Tax Obligations. For purposes Notwithstanding any contrary provision of this Agreement, "Fair Value" means no Shares will be issued unless and until satisfactory arrangements (as determined by the closing sales price Company) have been made by the Employee with respect to the payment of any Tax Obligations that the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing Affiliate) has the right to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any Tax Obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares or that are due prior to the issuance of Shares under the Restricted Stock Units. All Tax Obligations related to the Restricted Stock Units and any Shares delivered in payment thereof are the sole responsibility of the Shares on the New York Stock Exchange on such dateEmployee. Further, or Employee shall be bound by any additional withholding requirements included in the absence Notice of reported sales on such date, the closing sales price Grant of the Shares on the immediately preceding date for which sales were reportedthis Agreement.

Withholding of Taxes. If Regardless of any action the Grantee makes an election under section 83(bCompany or Participant’s employer (the “Employer”) takes with respect to any or all applicable national, local, or other tax or social contribution, withholding, required deductions, or other payments, if any, that arise upon the grant or vesting of the Code Restricted Stock Units or the holding or subsequent sale of Shares, and the receipt of dividends, if any, or otherwise in connection with the Restricted Stock Units or the Shares (“Tax-Related Items”), Participant acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by Participant is and remains Participant’s responsibility and may exceed any amount actually withheld by the Company or the Employer. Participant further acknowledges and agrees that Participant is solely responsible for filing all relevant documentation that may be required in relation to the Restricted Stock Units or any Tax-Related Items (other than filings or documentation that is the specific obligation of the Company or a Parent, Subsidiary, or Employer pursuant to Applicable Law) such as but not limited to personal income tax returns or reporting statements in relation to the grant, vesting or exercise of the Restricted Stock Units, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of any dividends. Participant further acknowledges that the Company and the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including grant or vesting, the subsequent sale of Shares acquired under the Plan, and the receipt of dividends, if any; and (b) does not commit to and is under no obligation to structure the terms of the Restricted Stock Units or any aspect of the Restricted Stock Units to reduce or eliminate Participant’s liability for Tax-Related Items, or achieve any particular tax result. Participant also understands that Applicable Laws may require varying Share or Restricted Stock Unit valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of Participant under Applicable Laws. Further, if Participant has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the Awardpayment of any Tax-Related Items which the Company determines must be withheld with respect to such Shares. As a condition to the grant and vesting of the Restricted Stock Units and as set forth in Section 15 of the Plan, Participant hereby agrees to make adequate provision for the Award made pursuant to this Agreement satisfaction of (and will indemnify the Company and any Parent or Subsidiary for) any Tax-Related Items. The Tax-Related Items shall be conditioned satisfied by the Company’s withholding all or a portion of any Shares that otherwise would be issued to Participant upon payment of the Grantee making prompt vested Restricted Stock Units unless Participant elects to satisfy the Tax-Related Items by (i) withholding the applicable amounts from any compensation otherwise payable to Participant by the Company or (ii) tendering a cash payment to the Company Company; provided that amounts withheld whether in the form of any applicable withholding obligations Shares or withholding taxes by otherwise shall not exceed the Grantee ("Withholding Taxes"). Failure by the Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be immediately cancelled. If the Grantee does not make an election under section 83(b) of the Code with respect to the Award, upon the lapse of the Restricted Period with respect to any portion of the Restricted Shares (or property distributed with respect thereto), the Company shall cancel such Restricted Shares (or withhold property) having an aggregate Fair Value, on the date next preceding the lapse of the Restricted Period, in an amount required necessary to satisfy the required Withholding Taxes Company’s minimum tax withholding obligations. Any withheld Shares shall be valued based on the Fair Market Value as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee. The Company shall deduct from any distribution of cash (whether or not related to the Award including, without limitation, salary payments) to the Grantee an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made in respect of the Shares subject date the withholding obligations are satisfied. Furthermore, Participant agrees to pay the Award). For purposes of this AgreementCompany or any Parent, "Fair Value" means the closing sales price of the Shares on the New York Stock Exchange on such dateSubsidiary, or in Employer any Tax-Related Items that cannot be satisfied by the absence of reported sales on such date, the closing sales price of the Shares on the immediately preceding date for which sales were reportedforegoing methods.

Withholding of Taxes. If the Grantee makes an election under section 83(b) Company is required to withhold and remit any federal income taxes levied on all or part of the Code with respect to the Award, the Award made pursuant to this Agreement shall be conditioned upon the Grantee making prompt payment to the a Company Member's allocable share of any applicable withholding obligations or withholding taxes by the Grantee ("Withholding Taxes"). Failure by the Grantee to pay such Withholding Taxes will render this Agreement net income and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be immediately cancelled. If the Grantee does not make an election under section 83(b) of the Code with respect to the Award, upon the lapse of the Restricted Period with respect to any portion of the Restricted Shares (or property distributed with respect thereto)gains, the Company shall cancel make the requisite payments to the appropriate taxing authority on a timely basis, and the amount so paid shall be treated as a Distribution to the Company Member for whom such Restricted Shares (or withhold property) having payment is made and shall proportionately reduce the amount of Distributions to be paid directly to such Company Member. If the Board of Managers determines that the Company lacks sufficient funds to make Distributions to the Class A Members in an aggregate Fair Valueamount that would allow for any such withholding, on the date next preceding Class A Member for whom such withholding is to be made shall make Capital Contributions of cash or immediately available funds in the lapse amount needed by the Company after said Distributions have been made to satisfy such withholding liability within ten days after being so notified by the Company. Should a Class A Member fail to timely make any such Capital Contributions, such Class A Member shall be in default and shall indemnify and hold the Company and the other Class A Members harmless for any costs, penalties, payments or damages incurred by the Company or the other Class A Members as a result of such failure, and such Class A Member shall pay the Company interest in respect to any disbursements by the Company as a result of such Class A Member failing to timely make the Capital Contributions required by this Section 7.02 at the lower of the Restricted PeriodPrime Rate plus ten percentage points per annum, in an amount required to satisfy compounded monthly, or the required Withholding Taxes as set forth highest rate of interest allowed by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Granteeapplicable law. The Company shall deduct from have the authority to apply any distribution Distributions to which such defaulting Class A Member would otherwise be entitled towards the satisfaction of cash (whether or not related the liabilities to the Award including, without limitation, salary payments) to the Grantee an amount required to satisfy the required Withholding Taxes as set forth Company incurred by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee pertaining to cash payments such Class A Member under the Award (including any cash dividends made in respect of the Shares subject to the Award)this Section 7.02. For purposes of this AgreementSection 7.02, "Fair ValuePRIME RATE" means the closing sales price means, as of the Shares on the New York Stock Exchange on such date, or in the absence of reported sales on such a particular date, the closing sales price prime rate of interest as published on such date in The Wall Street Journal, and generally defined therein as "the base rate on corporate loans posted by at least 75% of the Shares nation's 30 largest banks"; provided, that, if The Wall Street Journal is not published on the immediately preceding a date for which sales were reportedthe Prime Rate must be determined, the Prime Rate shall be the prime rate published in The Wall Street Journal on the nearest-preceding date on which The Wall Street Journal was published or if The Wall Street Journal discontinues publishing a prime rate, the Prime Rate shall be the prime rate published in a newspaper of national circulation.

Withholding of Taxes. If Regardless of any action the Grantee makes an election under section 83(bCompany or Participant’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding which the Company determines must be withheld or collected with respect to this Award and/or the Shares thereunder (“Tax-Related Items”), Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by him or her is and remains Participant’s responsibility and that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Code Restricted Stock Unit grant, including the grant, vesting or settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends; and (2) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate Participant’s liability for Tax-Related Items. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the Awardpayment of Tax-Related Items. Prior to vesting and/or settlement of the Restricted Stock Units, the Award made pursuant to this Agreement shall be conditioned upon the Grantee making prompt payment Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all obligations of the Company and/or the Employer for Tax-Related Items. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Company may, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax-Related Items, in whole or in part (without limitation) by (a) paying cash (or cash equivalent), (b) electing to have the Company withhold otherwise deliverable cash or Shares having a fair market value equal to the minimum statutory amount required to be withheld or such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, (c) delivering to the Company already-owned Shares having a fair market value equal to the minimum statutory amount required to be withheld or such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, or (d) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld for Tax-Related Items. The Company, in its sole discretion, will have the right (but not the obligation) to satisfy any Tax-Related Items by reducing the number of Shares otherwise deliverable to Participant and, until determined otherwise by the Company, this will be the method by which such obligations for Tax-Related Items are satisfied. If Participant fails to make satisfactory arrangements for the payment of any required Tax-Related Items hereunder at the time any applicable withholding obligations Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or withholding taxes by 4 or Tax-Related Items related to the Grantee ("Withholding Taxes"). Failure by the Grantee Restricted Stock Units otherwise are due, Participant will permanently forfeit such Restricted Stock Units and any right to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio receive Shares thereunder and the Restricted Shares granted hereunder Stock Units will be immediately cancelled. If the Grantee does not make an election under section 83(b) of the Code with respect returned to the Award, upon the lapse of the Restricted Period with respect to any portion of the Restricted Shares (or property distributed with respect thereto), the Company shall cancel such Restricted Shares (or withhold property) having an aggregate Fair Value, on the date next preceding the lapse of the Restricted Period, in an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee. The Company shall deduct from any distribution of cash (whether or not related at no cost to the Award including, without limitation, salary payments) to the Grantee an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made in respect of the Shares subject to the Award). For purposes of this Agreement, "Fair Value" means the closing sales price of the Shares on the New York Stock Exchange on such date, or in the absence of reported sales on such date, the closing sales price of the Shares on the immediately preceding date for which sales were reportedCompany.

Withholding of Taxes. If the Grantee makes an election under section 83(b) of the Code with respect The Creditors’ Trustee may withhold and pay to the Award, the Award made appropriate Tax Authority all amounts required to be withheld pursuant to this Agreement shall be conditioned upon the Grantee making prompt payment to the Company IRC or any provision of any applicable withholding obligations foreign, state or withholding taxes by the Grantee ("Withholding Taxes"). Failure by the Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be immediately cancelled. If the Grantee does not make an election under section 83(b) of the Code with respect to the Award, upon the lapse of the Restricted Period local tax law with respect to any portion of the Restricted Shares (payment or property distributed with respect thereto), the Company shall cancel such Restricted Shares (or withhold property) having an aggregate Fair Value, on the date next preceding the lapse of the Restricted Period, in an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee. The Company shall deduct from any distribution of cash (whether or not related to the Award Beneficiaries (including, without limitation, salary payments) tax withholding relating to wage claims). All such amounts withheld and paid to the Grantee an amount required appropriate Tax Authority shall be treated as amounts distributed to satisfy such Beneficiaries for all purposes of this Creditors’ Trust Agreement. The Creditors’ Trustee shall be authorized to collect such tax information from the required Withholding Taxes Beneficiaries (including, without limitation, social security numbers or other tax identification) as set forth in its sole discretion the Creditors’ Trustee deems necessary to effectuate this Creditors’ Trust Agreement and the Creditors’ Trust Distribution Orders. In order to receive distributions, all holders of Creditors’ Trust Interests will need to identify themselves to the Creditors’ Trustee and provide tax information and the specifics of their holdings, to the extent the Creditors’ Trustee deems appropriate. This identification requirement may extend to holders who hold their securities in street name. The Creditors’ Trustee may refuse to make a distribution to any holder of a Creditors’ Trust Interest that fails to furnish such information in a timely fashion, until such information is delivered; provided, however, that, upon the delivery of such information by Internal Revenue Service guidelines for a holder of a Creditors’ Trust Interest, the employer's minimum statutory withholding Creditors’ Trustee shall make such distribution to which the holder of the Creditors’ Trust Interest is entitled, without interest; and, provided further that, if the Creditors’ Trustee fails to withhold in respect of amounts received or distributable with respect to Grantee pertaining any such holder and the Creditors’ Trustee is later held liable for the amount of such withholding, such holder shall reimburse the Creditors’ Trustee for such liability. Notwithstanding the foregoing, in the event that any Beneficiary fails to cash payments under provide the Award requested information to the Creditors’ Trustee within six (including any cash dividends made in respect 6) months from the date of the Shares subject Creditors’ Trustee’s written notice requesting such information, the Beneficiary’s right to any such distribution shall be automatically discharged and forever barred, and the related property shall revert to the Award). For purposes of this Agreement, "Fair Value" means Creditors’ Trust for distribution in accordance with the closing sales price terms of the Shares on the New York Stock Exchange on such date, or in the absence of reported sales on such date, the closing sales price of the Shares on the immediately preceding date for which sales were reportedDirectives.

Withholding of Taxes. If Notwithstanding any contrary provision of this Agreement, no certificate or book-entry regarding the Grantee makes an election under section 83(b) Shares will be issued to or made in favor of the Code Participant, and no payments in respect of the Dividend Equivalents will be paid, unless and until the Participant satisfies the Participant’s obligations with respect to the Awardpayment of income, employment and other taxes which the Award made Company determines must be withheld with respect to such compensation (the “Withholding Taxes”). The Administrator, in its sole discretion and pursuant to this Agreement shall such procedures as it may specify from time to time, hereby permits the Participant to satisfy such tax withholding obligation, in whole or in part, by one or more of the following (without limitation): (a) paying cash; (b) having withholding taken from compensation otherwise due to Participant from the Company; (c) subject to the approval of the independent members of the Board, withholding otherwise deliverable Shares having a fair market value equal to the minimum statutory amount required to be conditioned upon the Grantee making prompt payment withheld; (d) delivering to the Company already vested and owned Shares having a fair market value equal to the amount required to be withheld; or (e) subject to applicable law, permitting the Participant to enter into a “same day sale” commitment with a broker-dealer that is a member of any applicable withholding obligations or the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby the Participant irrevocably elects to sell a portion of the Shares to be delivered and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the withholding taxes by directly to the Grantee ("Withholding Taxes"). Failure by the Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be immediately cancelledCompany. If the Grantee does not Participant fails to make an election under section 83(b) satisfactory arrangements for the payment of any required tax withholding obligations hereunder within the time necessary for compliance with Treasury Regulations Section 1.409A-1(b)(4), the Participant will permanently forfeit such Performance Stock Units and payments in respect of Dividend Equivalents as of the Code last day of such compliance period, at no cost to the Company, and the Participant will have no further right to receive Shares, cash or other compensation with respect thereto. Notwithstanding anything in this Agreement to the Awardcontrary, upon if the lapse Participant is a reporting person subject to Section 16 of the Restricted Period with respect to Exchange Act, the Participant agrees that, unless otherwise determined by the Committee, the Company shall satisfy all or any portion of the Restricted Shares (or property distributed with respect thereto), the Company shall cancel such Restricted Shares (or withhold property) having an aggregate Fair Value, on the date next preceding the lapse of the Restricted Period, in an amount required to satisfy the required Withholding Taxes as set forth relating to this Award by Internal Revenue Service guidelines for withholding Shares issued or otherwise issuable to the employer's minimum statutory Participant in connection with the Performance Stock Units (and withholding cash from the Dividend Equivalents payable with respect to Grantee. The Company shall deduct from any distribution such Performance Stock Units) with a fair market value (measured as of the date such Shares are issued or such cash (whether or not related is paid to the Award including, without limitation, salary paymentsParticipant) equal to the Grantee an amount required to satisfy the required of such Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made in respect of the Shares subject to the Award). For purposes of this Agreement, "Fair Value" means the closing sales price of the Shares on the New York Stock Exchange on such date, or in the absence of reported sales on such date, the closing sales price of the Shares on the immediately preceding date for which sales were reportedTaxes.

Withholding of Taxes. When the Shares are issued as payment for vested Restricted Stock Units, the Grantee will recognize immediate U.S. taxable income if the Grantee is a U.S. taxpayer. If the Grantee makes an election under section 83(b) is a non-U.S. taxpayer, the Grantee will be subject to applicable taxes in his or her jurisdiction. If the Company is obligated at the time of the Code issuance of the Shares to withhold taxes on behalf of such income recognized by the Grantee (for example if the Grantee has become an Employee of the Company after the Grant Date and prior to the Settlement Date, or if changes in Applicable Laws require such withholding), the Company reserves the right to withhold a portion of the Shares otherwise issuable in payment for vested Restricted Stock Units that have an aggregate market value sufficient to pay any applicable minimum federal, state and local income, employment and any other applicable taxes required to be withheld by the Company with respect to the Award, the Award made Shares. No fractional Shares will be withheld or issued pursuant to this Agreement shall be conditioned upon the Grantee making prompt payment grant of Restricted Stock Units and the issuance of Shares thereunder. The Company may instead, in its discretion, withhold an amount necessary to pay the applicable taxes from the Grantee’s Non-Employee Director compensation or other amounts payable to the Company Grantee, with no withholding of Shares. In the event that any applicable withholding obligations requirements are not satisfied through the withholding of Shares (or, through the Grantee’s compensation or withholding taxes other amounts payable to the Grantee, as indicated above), no Shares will be issued to the Grantee (or his or her estate) in settlement of the Restricted Stock Units unless and until satisfactory arrangements (as determined by the Committee) have been made by the Grantee ("Withholding Taxes"). Failure by the Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be immediately cancelled. If the Grantee does not make an election under section 83(b) of the Code with respect to the Award, upon payment of any applicable taxes which the lapse of the Restricted Period Company determines must be withheld or collected with respect to any portion of the such Restricted Shares (or property distributed with respect thereto)Stock Units. By accepting this Award, the Company shall cancel such Restricted Grantee expressly consents to the withholding of Shares (and to any cash or withhold property) having an aggregate Fair Value, on the date next preceding the lapse of the Restricted Period, Share withholding as provided for in an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Granteethis paragraph 12. The Company shall deduct from any distribution of cash (whether or not All income and other taxes related to the Award including, without limitation, salary payments) to Restricted Stock Unit award and any Shares delivered in payment thereof are the Grantee an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made in respect sole responsibility of the Shares subject to the Award). For purposes of this Agreement, "Fair Value" means the closing sales price of the Shares on the New York Stock Exchange on such date, or in the absence of reported sales on such date, the closing sales price of the Shares on the immediately preceding date for which sales were reportedGrantee.

Withholding of Taxes. If Notwithstanding any contrary provision of this Agreement, no certificate representing the Grantee makes an election under section 83(bShares will be issued to the Participant, unless and until satisfactory arrangements (as determined by the Administrator) of will have been made by the Code Participant with respect to the Awardpayment of income (including federal, the Award made pursuant to this Agreement shall be conditioned upon the Grantee making prompt state, foreign and local taxes), employment, social security contributions, payroll tax, payment to on account and other taxes which the Company of any applicable withholding obligations or withholding taxes by the Grantee ("Withholding Taxes"). Failure by the Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will determines must be immediately cancelled. If the Grantee does not make an election under section 83(b) of the Code withheld with respect to such Shares so issuable (the Award, upon “Withholding Taxes”). Participant acknowledges that the lapse ultimate liability for all Withholding Taxes legally due by Participant is and remains Participant’s responsibility and that the Company and/or the Participant’s actual employer (the “Employer”) (i) make no representations or undertakings regarding the treatment of any Withholding Taxes in connection with any aspect of the Restricted Period with respect Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units in Shares or the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Withholding Taxes. To satisfy the Withholding Taxes, the Company may withhold otherwise deliverable Shares upon vesting of Restricted Stock Units, according to the vesting schedule, having a Fair Market Value equal to the minimum amount required to be withheld for the payment of the Withholding Taxes pursuant to such procedures as the Administrator may specify from time to time. The Company will not retain fractional Shares to satisfy any portion of the Restricted Withholding Taxes. If the Administrator determines that the withholding of whole Shares (or property distributed with respect thereto)results in an overwithholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in Shares as described above, prior to the issuance of Shares upon vesting of Restricted Stock Units, Participant shall cancel such Restricted Shares pay, or make adequate arrangements satisfactory to the Company or to the Employer (or withhold propertyin their sole discretion) having an aggregate Fair Value, to satisfy all withholding and payment on the date next preceding the lapse account obligations of the Restricted PeriodCompany and/or the Employer. In this regard, in an amount required Participant authorizes the Company or the Employer to satisfy the required withhold all applicable Withholding Taxes as set forth legally payable by Internal Revenue Service guidelines for Participant from Participant’s wages or other cash compensation payable to Participant by the employer's minimum statutory withholding with respect to GranteeCompany or the Employer within legal limits. The Company shall deduct from any distribution of cash (whether or not related to the Award including, without limitation, salary payments) to the Grantee an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made in respect of the Shares subject to the Award). For purposes of this Agreement, "Fair Value" means the closing sales price of the Shares on the New York Stock Exchange on such dateAlternatively, or in the absence of reported sales on such dateaddition, if permissible under local law, the closing sales price Participant may instruct and authorizes the Administrator to pay Withholding Taxes, in whole or in part, by one of the Shares on the immediately preceding date for which sales were reported.additional following alternatives:

Withholding of Taxes. If the Grantee makes an election under section 83(b) Amounts payable in respect of the Code with Award shall be subject to withholding and deductions for federal, state and/or local taxes, and the Employer shall have the right to withhold such amounts from any amounts otherwise payable to you in respect of the Award or to otherwise require, prior to the grant, vesting or payment of the Award, the Award made pursuant to this Agreement shall be conditioned upon the Grantee making prompt payment to the Company by you of any applicable withholding obligations federal, state or withholding local taxes required by the Grantee ("Withholding Taxes")law to be withheld. Failure by the Grantee to pay such Withholding Taxes will render Code Section 409A: It is intended that this Agreement and the Award granted hereunder null will comply with or be exempt from Code Section 409A, and void ab initio and the Restricted Shares granted hereunder this Agreement will be immediately cancelledconstrued and interpreted in accordance with such intent. If the Grantee does not make an election under section 83(b) A termination of the Code with respect to the Award, upon the lapse of the Restricted Period with respect to any portion of the Restricted Shares employment (or property distributed with respect thereto)other service, as the Company case may be) shall cancel such Restricted Shares not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment (or withhold propertyother service, as the case may be) having an aggregate Fair Valueunless such termination is also a “separation from service” within the meaning of Code Section 409A and, on the date next preceding the lapse for purposes of the Restricted Period, in an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee. The Company shall deduct from any distribution of cash (whether or not related to the Award including, without limitation, salary payments) to the Grantee an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made in respect of the Shares subject to the Award). For purposes such provision of this Agreement, "Fair Value" means references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything herein to the closing sales price contrary, the following shall apply, if and to the extent required by Code Section 409A, in the event that (A) you are deemed to be a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) and (B) amounts or benefits under the Award or any other program, plan or arrangement of the Shares Employer or a controlled group affiliate thereof are due or payable on account of “separation from service” within the meaning of Treasury Regulations Section 1.409A-1(h): No such payments that are “nonqualified deferred compensation” subject to Code Section 409A shall be made prior to the date that is six (6) months after the date of separation from service or, if earlier, the date of death; following any applicable six (6) month delay, all such delayed payments will be paid in a single lump sum (without interest) on the New York Stock Exchange on earliest permissible payment date. Notwithstanding anything herein to the contrary, to the extent that the Award is (i) subject to Code Section 409A and (ii) a Change of Control would accelerate the timing of payment thereunder, the payment of such date, or Award shall not occur until the earliest of (I) the Change of Control if such Change of Control constitutes a “change in the absence of reported sales on such date, the closing sales price ownership of the Shares on corporation,” a “change in the immediately preceding effective control of the corporation” or a “change in the ownership of a substantial portion of the assets of the corporation,” within the meaning of Code Section 409A(2)(A)(v), (II) the date for which sales were reported.such Award would otherwise be settled pursuant to the terms of this Agreement and (III) your “separation of service” within the meaning of Code Section 409A.

Withholding of Taxes. If As a condition precedent to the delivery to Grantee makes an election under section 83(b) of any Shares upon vesting of the Code Restricted Stock Units or the payment of any cash pursuant to Section 9 hereof, Grantee shall, upon request by the Company, pay to the Company such amount of cash as the Company may be required, under all applicable federal, state, local or other laws or regulations, to withhold and pay over as income or other withholding taxes (the “Required Tax Payments”) with respect to the AwardRestricted Stock Units and any such cash payments. If Grantee shall fail to advance the Required Tax Payments after request by the Company, the Award made pursuant to this Agreement shall be conditioned upon the Grantee making prompt payment to Company may, in its discretion, deduct any Required Tax Payments from any amount then or thereafter payable by the Company of any applicable withholding obligations to Grantee or withholding taxes by withhold Shares. Grantee may elect to satisfy his or her obligation to advance the Grantee ("Withholding Taxes"). Failure by the Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be immediately cancelled. If the Grantee does not make an election under section 83(b) of the Code with respect to the Award, upon the lapse of the Restricted Period Required Tax Payments with respect to any portion Restricted Stock Units by any of the following means: (a) a cash payment to the Company; (b) delivery to the Company (either actual delivery or by attestation procedures established by the Company) of previously owned whole Shares having a Fair Market Value, determined as of the date the obligation to withhold or pay taxes first arises in connection with the Restricted Stock Units (the “Tax Date”), equal to the Required Tax Payments; (c) authorizing the Company to withhold from the Shares otherwise to be delivered to Grantee upon the vesting of the Restricted Stock Units, a number of whole Shares having a Fair Market Value, determined as of the Tax Date, equal to the Required Tax Payments; or (d) any combination of (a), (b) and (c). Shares to be delivered or property distributed with respect thereto)withheld may not have a Fair Market Value in excess of the minimum amount of the Required Tax Payments. Any fraction of a Share which would be required to satisfy such an obligation shall be disregarded and the remaining amount due shall be paid in cash by Grantee. No Shares shall be delivered until the Required Tax Payments have been satisfied in full. For any cash payments made pursuant to Section 9 hereof, the Company shall cancel withhold from such Restricted Shares (or withhold property) having an aggregate Fair Value, on the date next preceding the lapse of the Restricted Period, in an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee. The Company shall deduct from any distribution of cash (whether or not related to the Award including, without limitation, salary payments) to the Grantee an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made in respect of the Shares subject to the Award)Required Tax Payments. For purposes of this Agreement, "Fair Value" means the closing sales price of the Shares on the New York Stock Exchange on such date, or in the absence of reported sales on such date, the closing sales price of the Shares on the immediately preceding date for which sales were reported.CEO

Withholding of Taxes. If When Shares are delivered upon vesting of Shares of Restricted Stock or, in the Grantee makes an election under section 83(b) discretion of the Code with respect to Company, such earlier time as the AwardTax Obligations (defined below) are due, the Award made pursuant to this Agreement shall be conditioned upon Company (or the Grantee making prompt payment to the Company of any applicable withholding obligations or withholding taxes by the Grantee ("Withholding Taxes"). Failure by the Grantee to pay such Withholding Taxes employing Affiliate) will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be immediately cancelled. If the Grantee does not make an election under section 83(b) of the Code with respect to the Award, upon the lapse of the Restricted Period with respect to any withhold a portion of the Restricted Shares (or property distributed with respect thereto), the Company shall cancel such Restricted Shares (or withhold property) having that have an aggregate Fair Valuemarket value sufficient to pay all taxes and social insurance liability and other requirements in connection with the Shares, on the date next preceding the lapse of the Restricted Period, in an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee. The Company shall deduct from any distribution of cash (whether or not related to the Award including, without limitation, salary payments(a) all federal, state and local income, employment and any other applicable taxes that are required to be withheld by the Company or the employing Affiliate, (b) the Employee’s and, to the Grantee an amount extent required to satisfy by the required Withholding Taxes as set forth by Internal Revenue Service guidelines for Company (or the employer's minimum statutory withholding employing Affiliate), the Company’s (or the employing Affiliate’s) fringe benefit tax liability, if any, associated with the grant, vesting, or sale of the Restricted Stock awarded and the Shares issued thereunder, and (c) all other taxes or social insurance liabilities with respect to Grantee pertaining which the Employee has agreed to cash payments under bear responsibility (collectively, the Award (including “Tax Obligations”). The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund provided in the U.S. for any cash dividends made in respect value of the Shares subject withheld in excess of the Tax Obligations as a result of such rounding. Notwithstanding the foregoing, the Company, in its sole discretion, may require the Employee to make alternate arrangements satisfactory to the Award)Company for such Tax Obligations in advance of the arising of any Tax Obligations. For purposes Notwithstanding any contrary provision of this Agreement, "Fair Value" means no Shares will be issued unless and until satisfactory arrangements (as determined by the closing sales price Company) have been made by the Employee with respect to the payment of any Tax Obligations that the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing Affiliate) has the right to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any Tax Obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares or that are due prior to the issuance of Shares under the Restricted Stock award. All Tax Obligations related to the Restricted Stock award and any Shares delivered in payment thereof are the sole responsibility of the Shares on Employee. Further, the New York Stock Exchange on such date, or Employee shall be bound by any additional withholding requirements included in the absence Notice of reported sales on such date, the closing sales price Grant [and/or Exhibit [__]] of the Shares on the immediately preceding date for which sales were reportedthis Agreement.

Withholding of Taxes. If You acknowledge that you are required to make acceptable arrangements to pay any withholding taxes that may be due as a result of receipt of this Award or the Grantee makes an election under section 83(b) vesting and payout of the Code with respect to the PSUs that you receive under this Award, and no Shares will be released to you until you have made such arrangements. These arrangements may include any one or a combination of the Award made following, as determined by the Company or the Committee: (a) the Company’s repurchase of Shares to be issued upon settlement of the PSUs (b) the sale of Shares acquired upon settlement of the PSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this Agreement shall be conditioned upon the Grantee making prompt authorization without further consent); (c) direct payment by you to the Company; (d) payroll withholding from your wages or other cash compensation paid to you by the Company; or (e) any other method as the Company or Committee may elect in compliance with the Plan, the Code and applicable law. The FMV of any applicable the Shares that are repurchased, if applicable, will be determined as of the date when the taxes otherwise would have been withheld in cash, and will be applied as a credit against the taxes. Depending on the withholding obligations method, the Company may withhold or account for withholding taxes by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case you will receive a refund of any over-withheld amount in cash and will have no entitlement to the Grantee ("Withholding Taxes"). Failure by the Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be immediately cancelledcommon share equivalent. If the Grantee does not make an election under section 83(b) obligation for taxes is satisfied by the repurchase of Shares, you are deemed to have been issued the Code with respect to the Award, upon the lapse full number of the Restricted Period with respect to any portion of the Restricted Shares (or property distributed with respect thereto), the Company shall cancel such Restricted Shares (or withhold property) having an aggregate Fair Value, on the date next preceding the lapse of the Restricted Period, in an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee. The Company shall deduct from any distribution of cash (whether or not related to the Award including, without limitation, salary payments) to the Grantee an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made in respect of the Shares subject to the Award). For purposes of this Agreementvested RSU, "Fair Value" means the closing sales price notwithstanding that a number of the Shares on are repurchased solely for the New York Stock Exchange on such datepurpose of paying the taxes. You acknowledge that the ultimate liability for all tax obligations legally due by you is and remains your responsibility. If you are subject to tax liabilities in more than one jurisdiction between the grant date and the date of any relevant taxable or tax withholding event, as applicable, you acknowledge that the Company may be required to withhold or account for tax liability in the absence of reported sales on such date, the closing sales price of the Shares on the immediately preceding date for which sales were reportedmore than one jurisdiction.

Withholding of Taxes. When the Shares are issued in settlement for vested Restricted Stock Units, the Grantee will recognize immediate U.S. taxable income if the Grantee is a U.S. taxpayer. If the Grantee makes an election under section 83(b) is a non-U.S. taxpayer, the Grantee will be subject to applicable taxes in his or her jurisdiction. If the Company is obligated at the time of the Code issuance of the Shares to withhold taxes on behalf of such income recognized by the Grantee (for example if the Grantee has become an Employee of the Company after the Grant Date and prior to the Vesting Date or Settlement Date, or if changes in Applicable Laws require such withholding), the Company reserves the right to withhold a portion of the Shares or cash otherwise issuable in payment for vested Restricted Stock Units that have an aggregate market value sufficient to pay any applicable minimum federal, state and local income, employment and any other applicable taxes required to be withheld by the Company with respect to the AwardShares. Withholding will occur at the time that the Company determines is necessary or appropriate to comply with applicable law, which may be before the Award made Restricted Stock Units are due to be settled. No fractional Shares will be withheld or issued pursuant to this Agreement shall be conditioned upon the Grantee making prompt payment grant of Restricted Stock Units and the issuance of Shares thereunder. The Company may instead, in its discretion, withhold an amount necessary to pay the applicable taxes from the Grantee’s Non-Employee Director compensation or other amounts payable to the Company Grantee, with no withholding of Shares. In the event that any applicable withholding obligations requirements are not satisfied through the withholding of Shares (or, through the Grantee’s compensation or withholding taxes other amounts payable to the Grantee, as indicated above), no Shares will be issued to the Grantee (or his or her estate) in settlement of the Restricted Stock Units unless and until satisfactory arrangements (as determined by the Committee) have been made by the Grantee ("Withholding Taxes"). Failure by the Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be immediately cancelled. If the Grantee does not make an election under section 83(b) of the Code with respect to the Award, upon payment of any applicable taxes which the lapse of the Restricted Period Company determines must be withheld or collected with respect to any portion of the such Restricted Shares (or property distributed with respect thereto)Stock Units. By accepting this Award, the Company shall cancel such Restricted Grantee expressly consents to the withholding of Shares (and to any cash or withhold property) having an aggregate Fair Value, on the date next preceding the lapse of the Restricted Period, Share withholding as provided for in an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Granteethis paragraph 12. The Company shall deduct from any distribution of cash (whether or not All income and other taxes related to the Award including, without limitation, salary payments) to Restricted Stock Unit award and any Shares delivered in payment thereof are the Grantee an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made in respect sole responsibility of the Shares subject to the Award)Grantee. For purposes of this Agreement, "Fair Value" means the closing sales price of the Shares on the New York Stock Exchange on such date, or in the absence of reported sales on such date, the closing sales price of the Shares on the immediately preceding date for which sales were reported13.

Withholding of Taxes. If Regardless of any action the Grantee makes an election under section 83(bCompany or Grantee’s employer (the “Employer”) takes with respect to any or all applicable national, local, or other tax or social contribution, withholding, required deductions, or other payments, if any, that arise upon the grant or vesting of the Code Performance-Based Restricted Stock Units or the holding or subsequent sale of Shares, and the receipt of dividends, if any (“Tax-Related Items”), Grantee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by Grantee is and remains Grantee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Grantee further acknowledges that the Company and the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance-Based Restricted Stock Units, including grant or vesting, the subsequent sale of Shares acquired under the Plan, and the receipt of dividends, if any; and (b) does not commit to and is under no obligation to structure the terms of the Performance-Based Restricted Stock Units or any aspect of the Performance-Based Restricted Stock Units to reduce or eliminate Grantee’s liability for Tax-Related Items, or achieve any particular tax result. Further, if Grantee has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to Grantee, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Grantee with respect to the Awardpayment of any Tax-Related Items which the Company determines must be withheld with respect to such Shares. The Administrator, the Award made in its sole discretion and pursuant to this Agreement shall such procedures as it may specify from time to time, may permit Grantee to satisfy such Tax-Related Items, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be conditioned upon the Grantee making prompt payment withheld, (c) delivering to the Company of any applicable withholding obligations or withholding taxes by the Grantee ("Withholding Taxes"). Failure by the Grantee to pay such Withholding Taxes will render this Agreement already vested and the Award granted hereunder null and void ab initio and the Restricted owned Shares granted hereunder will be immediately cancelled. If the Grantee does not make an election under section 83(b) of the Code with respect having a Fair Market Value equal to the Award, upon the lapse of the Restricted Period with respect to any portion of the Restricted Shares (or property distributed with respect thereto), the Company shall cancel such Restricted Shares (or withhold property) having an aggregate Fair Value, on the date next preceding the lapse of the Restricted Period, in an amount required to be withheld, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax-Related Items by reducing the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect number of Shares otherwise deliverable to Grantee. The Company shall deduct from If Grantee fails to make satisfactory arrangements for the payment of any distribution of cash (whether required Tax-Related Items hereunder at the time any applicable Performance-Based Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3, 4 or not related 6, Grantee will permanently forfeit such Performance-Based Restricted Stock Units and any right to receive Shares thereunder and the Performance-Based Restricted Stock Units will be returned to the Award including, without limitation, salary payments) Company at no cost to the Grantee an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made in respect of the Shares subject to the Award). For purposes of this Agreement, "Fair Value" means the closing sales price of the Shares on the New York Stock Exchange on such date, or in the absence of reported sales on such date, the closing sales price of the Shares on the immediately preceding date for which sales were reportedCompany.

Withholding of Taxes. If Regardless of any action the Company and/or the Subsidiary or affiliate employing Grantee makes an election under section 83(b(the “Employer”) take with respect to any or all income tax (including federal, state, and/or local taxes), social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Xxxxxxx is and remains 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 connection with any aspect of the Code Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the payment of the Restricted Stock Units in Shares or in cash, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee’s liability for Tax-Related Items. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to Grantee, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Grantee with respect to the Awardpayment of all Tax-Related Items which the Company determines must be withheld with respect to such Shares so issuable. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy Tax-Related Items, in whole or in part by one or more of the Award made following (without limitation): (a) paying cash, (b) withholding from the Grantee’s wages or other cash compensation paid to Grantee by the Company and/or the Employer, (c) have the Company withhold otherwise deliverable Shares, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatment, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx’s behalf and at his or her direction pursuant to this Agreement shall be conditioned upon the Grantee making prompt payment to authorization) through such means as the Company of any applicable withholding obligations may determine in its sole discretion (whether through a broker or withholding taxes by the Grantee ("Withholding Taxes"otherwise). Failure by the Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be immediately cancelled. If the obligation for Tax-Related Items is satisfied by withholding in Shares, Grantee does not make an election under section 83(b) is deemed to have been issued the full number of the Code with respect to the Award, upon the lapse of the Restricted Period with respect to any portion of the Restricted Shares (or property distributed with respect thereto), the Company shall cancel such Restricted Shares (or withhold property) having an aggregate Fair Value, on the date next preceding the lapse of the Restricted Period, in an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee. The Company shall deduct from any distribution of cash (whether or not related to the Award including, without limitation, salary payments) to the Grantee an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made in respect of the Shares subject to the Award). For purposes of this Agreementvested Restricted Stock Units, "Fair Value" means the closing sales price notwithstanding that a number of the Shares on are held back solely for the New York Stock Exchange on such date, or in purpose of paying the absence Tax-Related Items due as a result of reported sales on such date, the closing sales price any aspect of the Restricted Stock Units. If Grantee fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Shares on otherwise are scheduled to vest pursuant to Section 2, Grantee will permanently forfeit such Shares and the immediately preceding date for which sales were reportedShares will be returned to the Company at no cost to the Company.