Common use of Withholding of Taxes Clause in Contracts

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the 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 Subsidiary) 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 withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. 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 CompanyAdministrator) will have been made by the Employee Participant with respect to the payment of any income income, employment and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition 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 (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the maximum extent permitted by lawminimum 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 employing Subsidiary) has amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right to retain without notice from salary or other amounts payable to (but not the Employee, cash having a sufficient value obligation) to satisfy any tax withholding obligations that by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 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 determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related at no cost to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Company.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will of Restricted Stock may be issued released from the escrow established pursuant to Section 2, unless and until satisfactory arrangements (as determined by the CompanyAdministrator) will have been made by the Employee Participant with respect to the payment of any income income, employment and other taxes which the Company determines must be withheld or collected with respect to such Shares, if any. In addition 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 (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the maximum extent permitted by lawminimum 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 employing Subsidiary) has amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right to retain without notice from salary or other amounts payable to (but not the Employee, cash having a sufficient value obligation) to satisfy any tax withholding obligations that by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Sections 3 or 4 (or Section 14 of the Plan), Participant will permanently forfeit such Shares and the Shares will be returned to the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related at no cost to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Company.

Withholding of Taxes. When Shares are issued as payment for vested Performance SharesRestricted Stock Units, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the 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 Subsidiary) 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 withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Performance Shares Restricted Stock Units award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares of Common Stock will be issued to the Participant, unless and until satisfactory arrangements (as determined by the CompanyPlan Administrator) will have been made by the Employee Participant with respect to the payment of any income (including federal, state, foreign and local taxes), employment, social insurance, payroll tax, payment on account and other taxes which the Company determines must be withheld or collected with respect to such Sharesshares so issuable (the “Withholding Taxes”). Participant acknowledges that the 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 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, or, if permitted by the Administrator in its sole discretion, 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, and both 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 shares of Common Stock equal to the minimum amount are being withheld, and 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 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 addition and this regard, the Participant authorizes the Company or 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 maximum extent permitted 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 (or may allow Participant to satisfy the employing Subsidiary) has Withholding Taxes payable by the right Participant, by providing irrevocable instructions to retain without notice from salary or other amounts payable a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable to the Employee, cash Participant having a sufficient value Fair Market Value equal to satisfy 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 tax withholding obligations that applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 3, the Company determines canParticipant will permanently forfeit such Restricted Stock Units and any shares of Common Stock otherwise deliverable with respect thereto, and the Restricted Stock Units will not be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related issued to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Participant.

Withholding of Taxes. When Shares are issued as payment for vested Performance SharesPSUs, the Company (or the employing Subsidiary) will may withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the 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 Subsidiary) 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 withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Performance Shares PSU award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Section 1.10.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will of Restricted Stock may be issued released from the escrow established pursuant to Section 2, unless and until satisfactory arrangements (as determined by the CompanyAdministrator) will have been made by the Employee Participant with respect to the payment of any income income, employment and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition 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 (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the maximum extent permitted by lawminimum 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 employing Subsidiary) has amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right to retain without notice from salary or other amounts payable to (but not the Employee, cash having a sufficient value obligation) to satisfy any tax withholding obligations that by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Sections 3 or 4, Participant will permanently forfeit such Shares and the Shares will be returned to the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related at no cost to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Company.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to the Participant, unless and until satisfactory arrangements (as determined by the CompanyBoard) will have been made by the Employee Participant with respect to the payment of any income income, employment and other taxes which the Company determines must be withheld or collected with respect to such Sharesshares so issuable. In addition The Board, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit the Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by one or more of the following: (a) paying cash, (b) electing to have the Company withhold otherwise deliverable shares of Common Stock having a Fair Market Value equal to the maximum extent permitted by lawminimum amount required to be withheld, (c) delivering to the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable already vested and owned shares of Common Stock having a Fair Market Value equal to the Employeeamount required to be withheld, cash having or (d) selling a sufficient value number of such shares of Common Stock otherwise deliverable to satisfy 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. If the Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations that hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Section 2, the Participant will permanently forfeit such Shares and the Shares will be returned to the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related at no cost to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Company.

Withholding of Taxes. When the Shares are issued as payment for vested Performance SharesRestricted Stock Units, the Grantee will recognize immediate U.S. taxable income if the Grantee is a U.S. taxpayer. If the Grantee 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 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, state and local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company (or the employing Subsidiary Parent or Subsidiary) with respect to the Shares, unless . No fractional Shares will be withheld or issued pursuant to the Companygrant of Restricted Stock Units and the issuance of Shares thereunder. The Company (or the employing Parent or Subsidiary) may instead, in its sole discretion, either requires or otherwise permits withhold an amount necessary to pay the Employee to make alternate arrangements satisfactory to applicable taxes from the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole ShareGrantee’s paycheck, with no refund for any value withholding of Shares. In the event the withholding requirements are not satisfied through the withholding of Shares withheld in excess of (or, through the tax obligation Grantee’s paycheck, as a result of such rounding. Notwithstanding any contrary provision of this Agreementindicated above), no Shares payment will be issued made to the Grantee (or his or her estate) for Restricted Stock Units unless and until satisfactory arrangements (as determined by the CompanyCommittee) have been made by the Employee Grantee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such SharesRestricted Stock Units. In addition and to the maximum extent permitted by lawBy accepting this Award, the Company (or the employing Subsidiary) has the right Grantee expressly consents to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any tax withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable SharesShares and to any cash or Share withholding as provided for in this paragraph 9. All income and other taxes related to the Performance Shares Restricted Stock Unit award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Grantee.

Withholding of Taxes. When Shares are issued as payment for vested Performance SharesRestricted Stock Units, the Company (or the employing Subsidiary) will may withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the 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 Subsidiary) 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 withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Performance Shares Restricted Stock Units award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph Section 9.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will shall withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will shall be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the 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 Subsidiary) 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 withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the The Company (or the employing Subsidiary) will withhold a portion of the Shares payment due with respect to vested Restricted Stock Units that have has an aggregate market value sufficient to pay the federal, state, and local and foreign income, social insuranceemployment, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the SharesCompany, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares payment will be issued made to the Employee (or his or her beneficiary or estate) for Restricted Stock Units unless and until satisfactory arrangements (as determined by the CompanyCommittee) have been made by the Employee with respect to the payment of any income and other taxes which that the Company determines must be withheld or collected with respect to such Sharesthe Employee’s vested Restricted Stock Units. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) 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 withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Performance Shares this Restricted Stock Unit award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Section 8.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to the Participant, unless and until satisfactory arrangements (as determined by the CompanyAdministrator) will have been made by the Employee Participant with respect to the payment of any income income, employment and other taxes which the Company determines must be withheld or collected with respect to such Sharesshares so issuable. In addition The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit the Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by one or more of the following: (a) paying cash or by equivalent means acceptable to the maximum extent permitted by lawAdministrator or (b) selling a sufficient number of such shares of Common Stock 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. If the Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units are otherwise scheduled to vest pursuant to Sections 3 or 5 (but in no event more than forty-five 45 days following any such date), Participant will permanently forfeit such Restricted Stock Units and they will be returned to the Company at no cost to the Company. Notwithstanding the foregoing provisions of this Section 9, in the event Participant's termination as an Employee is due to Participant's death or Disability (resulting in acceleration of vesting pursuant to Section 4 of this Appendix A), the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable will withhold otherwise deliverable Shares having a Fair Market Value equal to the Employeeminimum amount required to be withheld for the payment of income, cash having a sufficient value employment and other taxes which the Company determines must be withheld (the "Withholding Taxes") pursuant to such procedures as the Administrator may specify from time to time. If the Company determines that it will not retain fractional Shares to satisfy any tax withholding obligations that portion of the Withholding Taxes, the Participant (or, if applicable, the permissible transferee under Section 8) will pay to the Company determines cannot be satisfied through an amount in cash sufficient to satisfy the withholding of otherwise deliverable Shares. All income remaining Withholding Taxes due and other taxes related to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility payable as a result of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Company not retaining fractional Shares.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will of Restricted Stock may be issued released from the escrow established pursuant to Section 5, unless and until satisfactory arrangements (as determined by the CompanyAdministrator) will have been made by the Employee Participant with respect to the payment of any income income, employment and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition 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 (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the maximum extent permitted by lawminimum 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 employing Subsidiary) has amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right to retain without notice from salary or other amounts payable to (but not the Employee, cash having a sufficient value obligation) to satisfy any tax withholding obligations that by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Sections 3 or 4, Participant will permanently forfeit such Shares and the Shares will be returned to the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related at no cost to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Company.

Withholding of Taxes. When the Shares are issued as payment for vested Performance Shares, the Employee will recognize immediate U.S. taxable income if the Employee is a U.S. taxpayer. If the Employee is a non-U.S. taxpayer, the Employee will be subject to applicable taxes in his or her jurisdiction. The Company (or the employing Subsidiary) will withhold a portion of the vested Performance Shares that have an aggregate market value sufficient to pay the minimum federal, state, state and local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company Company. No fractional Shares will be withheld or the employing Subsidiary with respect issued pursuant to the Shares, unless grant of Performance Shares and the issuance of Shares thereunder; any additional withholding necessary for this reason will be done by the Company through the Employee’s paycheck. The Company, in its sole discretion, either requires or otherwise permits may, and with respect to its executive officers (as determined by the Company) will, withhold an amount equal to two (2) times the fair market value of a Share from the last paycheck due to the Employee to make alternate arrangements satisfactory prior to the Company for such withholdings in advance vesting of the arising Performance Shares. In the event that the cash amounts withheld by the Company exceed the withholding taxes that are due after the automatic withholding of any whole Shares, the Company will reimburse the Employee for the excess amounts. In the event the withholding obligations. The number requirements are not satisfied through the withholding of Shares withheld pursuant (or, through the Employee’s paycheck, as indicated above), no payment will be made to the prior sentence will be rounded up to the nearest whole Share, with no refund Employee (or his or her estate) for any value of the Performance Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the CompanyAdministrator) 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 Performance Shares. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) 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 withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this awardAward, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 98.

Withholding of Taxes. When the Shares are issued as payment for vested Performance SharesPSUs, the Grantee will recognize immediate U.S. taxable income if the Grantee is a U.S. taxpayer. If the Grantee 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 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, state and local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company (or the employing Subsidiary Parent or Subsidiary) with respect to the Shares, unless . No fractional Shares will be withheld or issued pursuant to the Companygrant of PSUs and the issuance of Shares thereunder. The Company (or the employing Parent or Subsidiary) may instead, in its sole discretion, either requires or otherwise permits withhold an amount necessary to pay the Employee to make alternate arrangements satisfactory to applicable taxes from the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole ShareGrantee’s paycheck, with no refund for any value withholding of Shares. In the event the withholding requirements are not satisfied through the withholding of Shares withheld in excess of (or, through the tax obligation Grantee’s paycheck, as a result of such rounding. Notwithstanding any contrary provision of this Agreementindicated above), no Shares payment will be issued made to the Grantee (or his or her estate) for PSUs unless and until satisfactory arrangements (as determined by the CompanyCommittee) have been made by the Employee Grantee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such SharesPSUs. In addition and to the maximum extent permitted by lawBy accepting this Award, the Company (or the employing Subsidiary) has the right Grantee expressly consents to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any tax withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable SharesShares and to any cash or Share withholding as provided for in this paragraph 9. All income and other taxes related to the Performance Shares Stock Unit award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Grantee.

Withholding of Taxes. When the Shares are issued as payment for vested Performance SharesPSUs, the Grantee will recognize immediate U.S. taxable income if the Grantee is a U.S. taxpayer. If the Grantee 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 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 federal, state, state and local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company (or the employing Subsidiary parent of the Company or Subsidiary) with respect to the Shares, unless not to exceed the amount determined by using the maximum federal, state or local marginal income tax rates applicable to the Grantee or the Company, in its sole discretionas applicable, either requires or otherwise permits the Employee to make alternate arrangements satisfactory with respect to the Company for such withholdings in advance Shares on the date that the amount of the arising of any withholding obligationstax to be withheld or remitted is to be determined. The number of No fractional Shares will be withheld or issued pursuant to the prior sentence will be rounded up 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 nearest whole Shareapplicable taxes from the Grantee’s paycheck, with no refund for any value withholding of Shares. In the event the withholding requirements are not satisfied through the withholding of Shares withheld in excess of (or, through the tax obligation Grantee’s paycheck, as a result of such rounding. Notwithstanding any contrary provision of this Agreementindicated above), no Shares payment will be issued made to the Grantee (or his or her estate) for PSUs unless and until satisfactory arrangements (as determined by the CompanyCommittee) have been made by the Employee Grantee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such SharesPSUs. In addition and to the maximum extent permitted by lawBy accepting this Award, the Company (or the employing Subsidiary) has the right Grantee expressly consents to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any tax withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable SharesShares and to any cash or Share withholding as provided for in this Paragraph 8. All income and other taxes related to the Performance Shares Stock Unit award and any Shares delivered in payment thereof are the sole responsibility of the EmployeeGrantee. By accepting this award, In no event will the Employee expressly consents to Company reimburse the withholding Grantee for any taxes or other costs that may be imposed on the Grantee as result of Shares and to any additional cash withholding as provided for in this paragraph 9.Section 409A.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will of Restricted Stock may be issued released from the escrow established pursuant to Section 2, unless and until satisfactory arrangements (as determined by the CompanyAdministrator) will have been made by the Employee Participant with respect to the payment of any income income, employment and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition 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 (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the maximum extent permitted by lawminimum 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 employing Subsidiary) has amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right to retain without notice from salary or other amounts payable to (but not the Employee, cash having a sufficient value obligation) to satisfy any tax withholding obligations that by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Sections 3 or 5, Participant will permanently forfeit such Shares and the Shares will be returned to the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related at no cost to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Company.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the 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 Subsidiary) 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 withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 98.

Withholding of Taxes. When Shares are issued as payment for vested Performance SharesThe Company or any Subsidiary shall have the authority and the right to deduct or withhold from an amount paid in cash, or require the Company (or Holder to remit to the employing Subsidiary) will withhold a portion of the Shares that have Company, an aggregate market value amount paid in cash sufficient to pay satisfy any applicable federal, state, local and foreign income, social insurancetaxes (including the Holder’s FICA, employment and tax or other social security contribution obligation or any other applicable taxes employer’s national insurance contributions) required by law to be withheld by the Company or the employing Subsidiary with respect to any taxable event concerning the Shares, unless Holder arising as a result of the CompanyPlan or this Agreement. The Committee, in its sole discretion, either requires or otherwise permits may require payment by the Employee to make alternate arrangements satisfactory Holder of an amount that is equal to the sum of all employment and other taxes, insurance premiums and other amounts imposed by any and all applicable tax authorities on the Company for such withholdings or any Subsidiary or Affiliate with respect to any amounts payable to, or earned by, the Holder in advance respect of the arising of any withholding obligationsRestricted Shares. The Committee, in its sole discretion and in satisfaction of the foregoing requirement, may (i) repurchase or allow the Holder to elect to have the Company repurchase Shares otherwise issuable hereunder or (ii) cause the sale of a sufficient number of Shares withheld pursuant on behalf of the Holder to realize sale proceeds equivalent to the prior sentence will be rounded up applicable tax liabilities and remit such amount to or at the nearest whole Share, with no refund for any value direction of the Shares withheld Holder’s employer or the Committee in excess of the tax obligation as a result satisfaction of such roundingtax liabilities. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as Unless otherwise determined by the Company) have been made by Committee, the Employee with respect number of Shares which may be so repurchased or sold on behalf of the Holder shall be limited to the payment number of any Shares which have a fair market value on the date of repurchase or sale (as the case may be) necessary to pay the aggregate amount of such liabilities based on the minimum statutory withholding rates for federal, state, local and foreign income tax and other taxes which the Company determines must be withheld or collected with respect payroll tax purposes that are applicable to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) 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 withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9supplemental taxable income.

Withholding of Taxes. When Shares are issued as payment for vested Performance SharesRestricted Stock Units, the Company (or the employing Subsidiary) will may withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the 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 Subsidiary) 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 withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Performance Shares Restricted Stock Units award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Section 1.10.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to the Participant, unless and until satisfactory arrangements (as determined by the CompanyAdministrator) will have been made by the Employee Participant with respect to the payment of any income income, employment and other taxes which the Company determines must be withheld or collected with respect to such SharesShares so issuable. In addition The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit the Participant to satisfy such tax withholding obligation, in whole or in part by one or more of the following: (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the maximum extent permitted by lawminimum amount required to be withheld, (c) delivering to the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable already vested and owned Shares having a Fair Market Value equal to the Employeeamount required to be withheld, cash having or (d) selling a sufficient value number of such Shares otherwise deliverable to satisfy 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. If the Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations that hereunder at the time any applicable RSUs otherwise are scheduled to vest pursuant to Section 3, the Participant will permanently forfeit such RSUs and the RSUs will be returned to the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related at no cost to the Performance Shares award Company and the Participant will have rights to acquire any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9with respect thereto.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. 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 CompanyAdministrator) will have been made by the Employee Participant with respect to the payment of any income income, employment and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition 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 (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the maximum extent permitted by lawminimum 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 employing Subsidiary) has amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it shall have the right to retain without notice from salary or other amounts payable to (but not the Employee, cash having a sufficient value obligation) to satisfy any tax withholding obligations that by reducing the Company determines cannot be satisfied through the withholding number of Shares otherwise deliverable Sharesto Participant. All income If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Performance Shares otherwise are scheduled to vest pursuant to Sections 3 or 4, Participant will permanently forfeit such Performance Shares and other taxes related any right to receive Shares thereunder and the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents will be returned to the withholding of Shares and Company at no cost to any additional cash withholding as provided for in this paragraph 9the Company.

Withholding of Taxes. When the Shares are issued as payment for vested Performance SharesPSUs, the Grantee will recognize immediate U.S. taxable income if the Grantee is a U.S. taxpayer. If the Grantee 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 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, state and local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company (or the employing Subsidiary parent of the Company or Subsidiary) with respect to the Shares, unless . No fractional Shares will be withheld or issued pursuant to the Companygrant of PSUs and the issuance of Shares thereunder. The Company (or the employing parent of the Company or Subsidiary) may instead, in its sole discretion, either requires or otherwise permits withhold an amount necessary to pay the Employee to make alternate arrangements satisfactory to applicable taxes from the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole ShareGrantee’s paycheck, with no refund for any value withholding of Shares. In the event the withholding requirements are not satisfied through the withholding of Shares withheld in excess of (or, through the tax obligation Grantee’s paycheck, as a result of such rounding. Notwithstanding any contrary provision of this Agreementindicated above), no Shares payment will be issued made to the Grantee (or his or her estate) for PSUs unless and until satisfactory arrangements (as determined by the CompanyCommittee) have been made by the Employee Grantee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such SharesPSUs. In addition and to the maximum extent permitted by lawBy accepting this Award, the Company (or the employing Subsidiary) has the right Grantee expressly consents to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any tax withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable SharesShares and to any cash or Share withholding as provided for in this Paragraph 9. All income and other taxes related to the Performance Shares Stock Unit award and any Shares delivered in payment thereof are the sole responsibility of the EmployeeGrantee. By accepting this award, In no event will the Employee expressly consents to Company reimburse the withholding Grantee for any taxes that may be imposed on the Grantee as result of Shares and to any additional cash withholding as provided for in this paragraph 9.Section 409A.

Withholding of Taxes. When the Shares are issued as payment for vested Performance SharesRestricted Stock Units, the Grantee will recognize immediate U.S. taxable income if the Grantee is a U.S. taxpayer. If the Grantee is 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 Shares otherwise issuable in payment for vested Restricted Stock Units that have an aggregate market value sufficient to pay the minimum federal, state, state and local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company Avanex (or the employing Subsidiary 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 reason will be done by the Company through the Grantee’s paycheck. Accordingly, unless to the Companyextent the Fair Market Value of the number of whole Shares withheld by the Company exceeds the withholding taxes, the Company will pay the Grantee the difference. The Company (or the employing Subsidiary) may instead, in its sole discretion, either requires or otherwise permits without an amount necessary to pay the Employee to make alternate arrangements satisfactory to applicable taxes from the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole ShareGrantee’s paycheck, with no refund for any value withholding of Shares. In the event the withholding requirements are not satisfied through the withholding of Shares withheld in excess of (or, through the tax obligation Grantee’s paycheck, as a result of such rounding. Notwithstanding any contrary provision of this Agreementindicated above), no Shares payment will be issued made to the Grantee (or his or her estate) for Restricted Stock Units unless and until satisfactory arrangements (as determined by the CompanyAdministrator) have been made by the Employee Grantee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such SharesRestricted Stock Units. In addition and to the maximum extent permitted by lawBy accepting this Award, the Company (or the employing Subsidiary) has the right Grantee expressly consents to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any tax withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable SharesShares and to any cash or Share withholding as provided for in this paragraph 10. All income and other taxes related to the Performance Shares Restricted Stock Unit award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Grantee.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the The Company (or the employing SubsidiaryAffiliate) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes all Tax Obligations required to be withheld by the Company or the employing Subsidiary Affiliate with respect to the Shares, unless the CompanyCommittee, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The Committee, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit the 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 the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum statutory amount required to be withheld, or (c) selling a sufficient number of such Shares withheld pursuant otherwise deliverable to Employee through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the prior sentence will amount required to be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such roundingwithheld. Notwithstanding any contrary provision of this Agreement, no Shares Restricted Stock will be issued granted unless and until satisfactory arrangements (as determined by the Company) will 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 SubsidiaryAffiliate) 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 withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes Tax Obligations related to the Performance Shares Restricted Stock award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 96. 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 nearest whole Share, with a cash refund to the Employee for any value of the Shares withheld in excess of the tax obligation (pursuant to such procedures as the Company 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 the Company in its sole discretion, the number of Shares withheld will be rounded down to the nearest whole Share and, in accordance with this paragraph 6 and to the maximum extent permitted by law, the Company will retain from salary or other amounts payable to the Employee cash having a sufficient value to satisfy any additional tax withholding.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will shall be issued to the Participant, unless and until satisfactory arrangements (as determined by the CompanyAdministrator) shall have been made by the Employee Participant with respect to the payment of any income income, employment and other taxes which the Company determines must be withheld or collected with respect to such SharesShares so issuable. In addition The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit 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) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the maximum extent permitted by lawminimum 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 employing Subsidiary) has amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it shall have the right to retain without notice from salary or other amounts payable to (but not the Employee, cash having a sufficient value obligation) to satisfy any tax withholding obligations that by reducing the number of Shares otherwise deliverable to Participant. If the Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Performance Units otherwise are scheduled to vest pursuant to Section 3, the Participant shall permanently forfeit such Performance Units and the Performance Units shall be returned to the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related at no cost to the Performance Company and Participant shall have no further right to receive Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9with respect thereto.

Withholding of Taxes. When Shares are issued as payment for vested Performance SharesShares or, in the discretion of the Company, such earlier time as the Tax Obligations (defined below) are due, the Company (or the employing SubsidiaryAffiliate) will withhold a portion of the Shares that have an aggregate market value sufficient to pay all taxes and social insurance liability and other requirements in connection with the Shares, including, without limitation, (a) all federal, state, state and local and foreign income, social insurance, employment and any other applicable taxes that are required to be withheld by the Company or the employing Subsidiary Affiliate, (b) the Employee’s and, to the extent required by the Company (or the 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 the Shares, unless the Company, in its sole discretion, either requires or otherwise permits which the Employee has agreed to make alternate arrangements satisfactory to bear responsibility (collectively, the Company for such withholdings in advance of the arising of any withholding obligations“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 value of the Shares 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 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. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the 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 SubsidiaryAffiliate) 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 withholding obligations Tax Obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable SharesShares or that are due prior to the issuance of Shares under the Performance Shares award. All income and other taxes Tax Obligations related to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this awardFurther, the Employee expressly consents to the withholding of Shares and to shall be bound by any additional cash withholding as provided for requirements included in the Notice of Grant of this paragraph 9Agreement.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to the Participant, unless and until satisfactory arrangements (as determined by the CompanyAdministrator) will have been made by the Employee Participant with respect to the payment of any income income, employment and other taxes which the Company determines must be withheld or collected with respect to such SharesShares so issuable. In addition The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit 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) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the maximum extent permitted by lawminimum 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 employing Subsidiary) has amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right to retain without notice from salary or other amounts payable to (but not the Employee, cash having a sufficient value obligation) to satisfy any tax withholding obligations that by reducing the number of Shares otherwise deliverable to Participant. If the Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Performance Units otherwise are scheduled to vest pursuant to Section 3, the Participant will permanently forfeit such Performance Units and the Performance Units will be returned to the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related at no cost to the Performance Company and Participant will have no further right to receive Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9with respect thereto.

Withholding of Taxes. When Shares are issued as payment for vested Performance SharesUnits or, in the discretion of the Company, such earlier time as the Tax Obligations (defined below) are due, the Company (or the employing SubsidiaryAffiliate) will withhold a portion of the Shares that have an aggregate market value sufficient to pay all taxes and social insurance liability and other requirements in connection with the Shares, including, without limitation, (a) all federal, state, state and local and foreign income, social insurance, employment and any other applicable taxes that are required to be withheld by the Company or the employing Subsidiary Affiliate, (b) the Employee’s and, to the extent required by the Company (or the 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 the Shares, unless the Company, in its sole discretion, either requires or otherwise permits which the Employee has agreed to make alternate arrangements satisfactory to bear responsibility (collectively, the Company for such withholdings in advance of the arising of any withholding obligations“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 value of the Shares 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 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. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the 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 SubsidiaryAffiliate) 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 withholding obligations Tax Obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable SharesShares or that are due prior to the issuance of Shares under the Performance Units award. All income and other taxes Tax Obligations related to the Performance Shares Units award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this awardFurther, the Employee expressly consents to the withholding of Shares and to shall be bound by any additional cash withholding as provided for requirements included in the Notice of Grant of this paragraph 9Agreement.

Withholding of Taxes. When Shares are issued as payment for vested Performance SharesIf the Company is required to pay or withhold any Federal, state, foreign or local taxes levied on all or part of a Member’s allocable share of the Company’s income, the Company (shall have the right to do so and such payment or withholding by the employing Subsidiary) will withhold Company shall be treated as a portion distribution to the Member for whom such payment or withholding is made and shall reduce the amount of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required future distributions to be withheld paid to such Member. In Management’s discretion, the Member for whom such payment or withholding would be made shall make a capital contribution of immediately available funds in the amount of any funds needed by the Company to satisfy such liability within three days after being so notified by the Company. Should a Member fail to timely make any such capital contribution, such Member shall be in breach of its obligations under this Agreement and shall indemnify and hold the Company and the other Members harmless for any costs, penalties, payments or damages incurred by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation other Members as a result of such rounding. Notwithstanding failure, and such Member shall pay the Company interest in respect of any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been disbursements made by the Employee Company as a result of such Member failing to timely make the capital contributions required by this Section at 400 points over the Base Rate from time to time in effect. A Member shall also reimburse the Company for any costs and expenses incurred in connection with respect to making any filings (including a share of the payment cost and expense of any income composite filings Management may elect to make) or otherwise in connection with the administration of taxes described in this Section. The Company shall have the authority to apply and other taxes setoff any distributions to which such defaulting Member would otherwise be entitled towards the satisfaction of the liabilities of the Company determines must be withheld or collected with respect referable to such SharesMember under this Section. In addition and This Section shall also have application to taxes that are not in the maximum extent permitted by law, nature of withholding taxes but are assessable against the Company with reference to (or where there is exemption from based upon) the employing Subsidiary) has the right to retain without notice from salary status or other amounts payable to the Employee, cash having nature of a sufficient value to satisfy any tax withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Member.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will may withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the 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 Subsidiary) 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 withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph Section 9.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing SubsidiaryAffiliate) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, state and local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary Affiliate with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding 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 value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the 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 SubsidiaryAffiliate) 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 withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9.

Withholding of Taxes. When Shares are issued as payment for vested Performance SharesRestricted Stock Units or, in the discretion of the Company, at such earlier time as the Tax Obligations (defined below) are due, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay all taxes and social insurance and social security and other requirements in connection with the Shares, including without limitation, (a) all federal, state, state and local and foreign income, social insurance, employment and any other applicable taxes that are required to be withheld by the Company or the employing Subsidiary Subsidiary, (b) the Employee’s and, to the extent required by the Company (or the employing Subsidiary), the Company’s (or the employing Subsidiary’s) fringe benefit tax liability, if any, associated with the grant, vesting, or sale of the Performance Shares and the Shares, and (c) all other taxes or social insurance or social security liabilities or premium with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits which the Employee has, or has agreed to make alternate arrangements satisfactory to bear, responsibility (collectively, the Company for such withholdings in advance of the arising of any withholding obligations“Tax Obligations”). The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding the foregoing, the Company, in its sole discretion, may require or otherwise permit the Employee to make alternate arrangements satisfactory to the Company for such Tax Obligations in advance of the arising of any such Tax Obligations. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of any income and other taxes Tax Obligations which the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by lawApplicable Law, the Company (or the employing Subsidiary) 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 withholding obligations 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. All income and other taxes Tax Obligations related to the Performance Shares award Restricted Stock Units Award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this awardAward, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to the Participant, unless and until satisfactory arrangements (as determined by the CompanyCommittee) will have been made by the Employee Participant with respect to the payment of any income income, employment and other taxes which the Company determines must be withheld or collected with respect to such SharesShares so issuable. Unless otherwise provided by the Committee prior to the vesting of Restricted Stock Units as set forth in the next sentence, the Participant shall satisfy such tax withholding obligations upon the vesting of the Restricted Stock Units and issuance of Shares (or otherwise) by having the Company withhold from those Shares that the Participant would otherwise be entitled to receive, a number of Shares having a Fair Market Value equal to the minimum statutory amount necessary to satisfy the Company’s applicable federal, state, local and foreign income and employment tax withholding obligations. In addition lieu of the above, and subject to such procedures as it may specify from time to time, the Committee may permit the Participant to satisfy such tax withholding obligations upon the vesting of the Restricted Stock Units and issuance of Shares (or otherwise) by one or more of the following (without limitation): (a) paying cash, (b) delivering to the maximum extent permitted by lawCompany already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (c) 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. If the Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section C or taxes are otherwise required to be withheld, the Company (or the employing Subsidiary) has Participant will permanently forfeit such Restricted Stock Units and the right to retain without notice from salary or other amounts payable acquire any Shares with respect thereto, and the Restricted Stock Units will be returned to the Employee, cash having a sufficient value Company at no cost to satisfy any tax withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable SharesCompany. All income and other taxes related to the Performance Shares award RSUs and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Participant.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. 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 CompanyAdministrator) will have been made by the Employee Participant with respect to the payment of any income income, employment and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable RSUs otherwise are scheduled to vest, Participant will permanently forfeit such RSUs and any right to receive Shares thereunder and the RSUs will be returned to the maximum extent permitted Company at no cost to the Company. 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 law(a) paying cash or remitting a check, (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, (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 employing Subsidiaryamount required to be withheld, or (e) has a combination thereof. To the extent determined appropriate by the Company in its discretion, it will have the right to retain without notice from salary or other amounts payable to (but not the Employee, cash having a sufficient value obligation) to satisfy any tax withholding obligations that by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable RSUs otherwise are scheduled to vest, Participant will permanently forfeit such RSUs and any right to receive Shares thereunder and the RSUs will be returned to the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related at no cost to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Company.

Withholding of Taxes. When If any tax withholding is required, when Shares are issued as payment for vested Performance SharesShares or, in the discretion of the Company, such earlier time as the tax withholding obligations are due, the Company (or or, if the Grantee has become an employee of an Affiliate, the employing Subsidiary) Affiliate), will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, state and local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company (or the employing Subsidiary Affiliate) with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee Grantee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding 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 value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee Grantee 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 SubsidiaryAffiliate) has the right to retain without notice from any fees, salary or other amounts payable to the EmployeeGrantee, cash having a sufficient value to satisfy any tax withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable SharesShares or that are due prior to the issuance of Shares under the Performance Share award. All income and other taxes related to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Grantee.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will represented by the Restricted Stock which is the subject of the Grant may be issued released from the escrow established pursuant to Section 2, unless and until satisfactory arrangements (as determined by the CompanyCommittee) will have been made by the Employee Grantee with respect to the payment of any income income, employment and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition The Committee, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee 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 maximum extent permitted by lawminimum 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 Grantee through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the employing Subsidiary) has amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right to retain without notice from salary or other amounts payable to (but not the Employee, cash having a sufficient value obligation) to satisfy any tax withholding obligations that by reducing the number of Shares otherwise deliverable to Grantee. If Grantee fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Sections 3 or 4, Grantee will permanently forfeit such Shares and the Shares will be returned to the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related at no cost to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Company.

Withholding of Taxes. When As a condition precedent to the delivery to Grantee of any Shares are issued as payment for vested upon vesting of the Performance Shares, Grantee shall, upon request by the Company, pay to the Company (or such amount of cash as the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay Company may be required, under all applicable federal, state, local or other laws or regulations, to withhold and foreign income, social insurance, employment and any pay over as income or other applicable withholding taxes required to be withheld by (the Company or the employing Subsidiary “Required Tax Payments”) with respect to the Performance Shares, unless . If Grantee shall fail to advance the Required Tax Payments after request by the Company, the Company may, in its sole discretion, either requires deduct any Required Tax Payments from any amount then or otherwise permits thereafter payable by the Employee Company to make alternate arrangements satisfactory Grantee or withhold Shares. Grantee may elect to satisfy his or her obligation to advance the Required Tax Payments by any of the following means: (a) a cash payment to the Company; (b) delivery to the Company for such withholdings in advance (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 arising date the obligation to withhold or pay taxes first arises in connection with the Performance Shares (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 any withholding obligations. The the Performance Shares, a number of whole Shares withheld pursuant having a Fair Market Value, determined as of the Tax Date, equal to the prior sentence will Required Tax Payments; or (d) any combination of (a), (b) and (c). Shares to be rounded up to the nearest whole Share, with no refund for any value of the Shares delivered or withheld may not have a Fair Market Value in excess of the tax minimum amount of the Required Tax Payments. Any fraction of a Share which would be required to satisfy such an obligation as a result of such roundingshall be disregarded and the remaining amount due shall be paid in cash by Grantee. Notwithstanding any contrary provision of this Agreement, no No Shares will shall be issued unless and delivered until satisfactory arrangements (as determined by the Company) Required Tax Payments 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 Subsidiary) 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 withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9full.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. 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 CompanyBoard) will have been made by the Employee Grantee with respect to the payment of any income income, employment and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition The Board, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee 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 maximum extent permitted by lawminimum 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 Grantee through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the employing Subsidiary) has amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right to retain without notice from salary or other amounts payable to (but not the Employee, cash having a sufficient value obligation) to satisfy any tax withholding obligations that by reducing the number of Shares otherwise deliverable to Grantee. If Grantee fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4, Grantee 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 determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related at no cost to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Company.

Withholding of Taxes. When Shares are issued as payment for vested Performance SharesRestricted Stock Units, the Company (or the employing Subsidiary) will may withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the 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 Subsidiary) 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 withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Performance Shares Restricted Stock Units award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Section 8.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to the Participant, unless and until satisfactory arrangements (as determined by the CompanyAdministrator) will have been made by the Employee Participant with respect to the payment of any income income, employment and other taxes which the Company determines must be withheld or collected with respect to such SharesShares so issuable. In addition The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit the Participant to satisfy such tax withholding obligation, in whole or in part by one or more of the following: (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the maximum extent permitted by lawminimum amount required to be withheld, (c) delivering to the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable already vested and owned Shares having a Fair Market Value equal to the Employeeamount required to be withheld, cash having or (d) selling a sufficient value number of such Shares otherwise deliverable to satisfy 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. If the Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations that hereunder at the time any applicable RSUs otherwise are scheduled to vest pursuant to Section 3, the Participant will permanently forfeit such RSUs and the RSUs will be returned to the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related at no cost to the Performance Shares award Company and the Participant will have no rights to acquire any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9with respect thereto.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to the Participant, unless and until satisfactory arrangements (as determined by the CompanyAdministrator) will have been made by the Employee Participant with respect to the payment of any income income, employment and other taxes which the Company determines must be withheld or collected with respect to such SharesShares so issuable. In addition The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit the Participant to satisfy such tax withholding obligation, in whole or in part by one or more of the following: (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the maximum extent permitted by lawminimum amount required to be withheld, (c) delivering to the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable already vested and owned Shares having a Fair Market Value equal to the Employeeamount required to be withheld, cash having or (d) selling a sufficient value number of such Shares otherwise deliverable to satisfy 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. If the Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations that 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 the Restricted Stock Units will be returned to the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related at no cost to the Performance Shares award Company and the Participant will have no further rights to acquire any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9with respect thereto.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. 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 CompanyCommittee) will have been made by the Employee Participant with respect to the payment payment, if applicable, of any income income, employment and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition and Unless determined otherwise by the Committee, such tax withholding obligation of Participant will be satisfied by having the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the maximum extent permitted by lawminimum amount required to be withheld, which will be accomplished pursuant to such procedures as the Company may specify from time to time. If the Committee determines not to satisfy tax withholding in this manner, it may permit, in its sole discretion and pursuant to such procedures as it may specify from time to time, Participant to satisfy such tax withholding obligation of Participant by (a) paying cash, or the employing Subsidiary(b) has the right to retain without notice from salary or other amounts payable delivering to the Employee, cash Company already vested and owned Shares having a sufficient value Fair Market Value equal to satisfy the amount required to be withheld. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations that hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 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 determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related at no cost to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Company.

Withholding of Taxes. When Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares are will be issued to the Executive, unless and until satisfactory arrangements (as payment for vested Performance Shares, determined by the Company (or the employing SubsidiaryCompany) will withhold a portion have been made by the Executive with respect to the payment of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the 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 The Company, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit the Executive to satisfy such tax withholding obligation, in whole or in part by one or more of the following (without limitation): (a) paying cash, (b) payroll withholding, (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 Executive 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. If the Executive fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to this Agreement and such Executive is not an “executive officer” of the Company (within the meaning of Section 402 of the Sarbanes Oxley Act of 2002), the Executive will have 30 business days to cure such failure. If such failure is not cured within this 30-day period or, in the case of an “executive officer” of the Company, the Executive has failed to make satisfactory arrangements at the time the applicable Shares otherwise are scheduled to vest, the Executive hereby expressly consents to the Company retaining, to the maximum extent permitted by lawlaw and without notice, the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable to the Employee, Executive cash having a sufficient value to satisfy any tax withholding obligations that obligations. To the extent such cash is insufficient to satisfy the Company’s tax withholding obligations, the Executive will permanently forfeit the Restricted Stock Units, or a portion thereof, and such Restricted Stock Units will be returned to the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related at no cost to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Company.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares Tokens will be issued to Participant, unless and until satisfactory arrangements (as determined by the CompanyAdministrator) will have been made by the Employee Participant with respect to the payment of any income income, employment and other taxes which the Company determines must be withheld or collected with respect to such SharesTokens. In addition The Administrator, in its sole discretion and pursuant to the maximum extent permitted 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 law(a) paying cash, (b) electing to have the Company (withhold otherwise deliverable Tokens or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable to the Employee, cash having a Fair Market Value equal to the amount required to be withheld, or (c) selling a sufficient value number of such Tokens 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 that by reducing the number of Tokens otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Restricted Token Units otherwise are scheduled to vest pursuant to Section 4, Participant will permanently forfeit such Restricted Token Units and any right to receive Tokens thereunder and the Restricted Token Units will be returned to the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related at no cost to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Company.

Withholding of Taxes. When Shares are issued as payment for vested Performance SharesShares or, in the discretion of the Company, at such earlier time as the Tax Obligations (defined below) are due, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay all taxes and social insurance and social security and other requirements in connection with the Shares, including without limitation, (a) all federal, state, state and local and foreign income, social insurance, employment and any other applicable taxes that are required to be withheld by the Company or the employing Subsidiary Subsidiary, (b) the Employee’s and, to the extent required by the Company (or the employing Subsidiary), the Company’s (or the employing Subsidiary’s) fringe benefit tax liability, if any, associated with the grant, vesting, or sale of the Performance Shares and the Shares, and (c) all other taxes or social insurance or social security liabilities or premium with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits which the Employee has, or has agreed to make alternate arrangements satisfactory to bear, responsibility (collectively, the Company for such withholdings in advance of the arising of any withholding obligations“Tax Obligations”). The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding the foregoing, the Company, in its sole discretion, may require or otherwise permit the Employee to make alternate arrangements satisfactory to the Company for such Tax Obligations in advance of the arising of any such Tax Obligations. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of any income and other taxes Tax Obligations which the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by lawApplicable Law, the Company (or the employing Subsidiary) 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 withholding obligations 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. All income and other taxes Tax Obligations related to the Performance Shares award Award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this awardAward, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. 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 CompanyAdministrator) will have been made by the Employee Participant with respect to the payment of any income income, employment and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition 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 (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the maximum extent permitted by lawminimum 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 employing Subsidiary) has amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it shall have the right to retain without notice from salary or other amounts payable to (but not the Employee, cash having a sufficient value obligation) to satisfy any tax withholding obligations that by reducing the Company determines cannot be satisfied through the withholding number of Shares otherwise deliverable Sharesto Participant. All income If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Performance Shares otherwise are scheduled to vest pursuant to Sections 3, Participant will permanently forfeit such Performance Shares and other taxes related any right to receive Shares thereunder and the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents will be returned to the withholding of Shares and Company at no cost to any additional cash withholding as provided for in this paragraph 9the Company.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares Tokens will be issued to Participant, unless and until satisfactory arrangements (as determined by the CompanyAdministrator) will have been made by the Employee Participant with respect to the payment of any income income, employment and other taxes which the Company determines must be withheld or collected with respect to such SharesTokens. In addition The Administrator, in its sole discretion and pursuant to the maximum extent permitted 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 law(a) paying cash, (b) electing to have the Company (withhold otherwise deliverable Tokens or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable to the Employee, cash having a Fair Market Value equal to the amount required to be withheld, or (c) selling a sufficient value number of such Tokens 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 that by reducing the number of Tokens otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Restricted Token Units otherwise are scheduled to vest pursuant to Section 3, Participant will permanently forfeit such Restricted Token Units and any right to receive Tokens thereunder and the Restricted Token Units will be returned to the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related at no cost to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Company.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, The Grantee will be advised by the Company (as to the amount of any Federal income or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company on the compensation income resulting from the vesting and lapse of restrictions on the PSUs and Dividend Equivalents. State, local or foreign income or employment taxes may also be required to be withheld by the employing Subsidiary with respect Company on any compensation income resulting from the award, vesting and/or payment of the PSUs and Dividend Equivalents. The Grantee will pay any taxes required to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory be withheld directly to the Company for such withholdings upon request. Notwithstanding any provision to the contrary, the Administrator may in advance its discretion and in satisfaction of the arising foregoing requirement allow such Holder to elect to have the Company withhold shares of Common Stock otherwise issuable (or elect the withholding of cash for which Dividend Equivalents are payable) under the Agreement (or allow the return of shares of already-owned Common Stock) having a Fair Market Value equal to the sums required to be withheld, provided that any such withholding obligationsdoes not cause an adverse accounting consequence or cost. If the Grantee does not pay any taxes required to be withheld directly to the Company within ten days after any request as provided above, the Company may withhold such taxes from any other compensation to which the Grantee is entitled from the Company. The number of Shares withheld pursuant Grantee will hold the Company harmless in acting to satisfy the prior sentence will be rounded up withholding obligation in this manner if it becomes necessary to the nearest whole Share, with no refund for any value of the Shares withheld in excess do so. Payment of the tax obligation as withholding shall be a result condition to the issuance of such rounding. Notwithstanding any contrary provision shares of Common Stock pursuant to this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the 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 Subsidiary) 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 withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. 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 CompanyCommittee) will have been made by the Employee Participant with respect to the payment of any income income, employment and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition The Committee, 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 (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the maximum extent permitted by lawminimum 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 employing Subsidiary) has amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right to retain without notice from salary or other amounts payable to (but not the Employee, cash having a sufficient value obligation) to satisfy any tax withholding obligations that by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 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 determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related at no cost to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Company.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to Awardee, unless and until satisfactory arrangements (as determined by the CompanyAdministrator) will have been made by the Employee Awardee with respect to the payment of any income income, employment and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Awardee 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 maximum extent permitted by lawminimum 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 Awardee through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the employing Subsidiary) has amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right to retain without notice from salary or other amounts payable to (but not the Employee, cash having a sufficient value obligation) to satisfy any tax withholding obligations that by reducing the number of Shares otherwise deliverable to Awardee. If Awardee fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 4 or 5, Awardee 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 determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related at no cost to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Company.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. 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 CompanyAdministrator) will have been made by the Employee Participant with respect to the payment of any income income, employment and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition 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 (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the maximum extent permitted by lawminimum 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. Notwithstanding any contrary provision of this Award Agreement, the default handling for withholding of taxes shall be that the Company (or shall reduce the employing Subsidiary) has the right number of Shares otherwise deliverable to retain without notice from salary or other amounts payable Participant in such amount equal to the Employee, cash having a sufficient value minimum amount required to satisfy be withheld. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations that hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 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 determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related at no cost to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Company.

Withholding of Taxes. When Shares are issued as payment for vested Performance SharesRestricted Stock Units, the Company (or the employing Subsidiary) will shall withhold a portion of the Shares that have an aggregate market value sufficient to pay the minimum federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will shall be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the 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 Subsidiary) 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 withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Performance Shares Restricted Stock Unit award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9.

Withholding of Taxes. When If any tax withholding is required when Shares are issued as payment for vested Performance SharesRestricted Stock Units or, in the discretion of the Company, at such earlier time as the Tax Obligations (defined below) are due, the Company (or the employing Subsidiary) ), will withhold a portion of the Shares that have has an aggregate market value sufficient to pay all taxes and social insurance liability and other requirements in connection with the Shares, including, without limitation, (a) all federal, state, state and local and foreign income, social insurance, employment and any other applicable taxes that are required to be withheld by the Company or the employing Subsidiary Subsidiary, (b) the Employee’s and, to the extent required by the Company (or the employing Subsidiary), the Company’s (or the employing Subsidiary’s) fringe benefit tax liability, if any, associated with the grant, vesting, or sale of the Restricted Stock Units awarded and the Shares issued thereunder, and (c) all other taxes or social insurance liabilities with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits which the Employee has agreed to make alternate arrangements satisfactory to bear responsibility (collectively, the Company for such withholdings in advance of the arising of any withholding obligations“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 value of the Shares withheld in excess of the tax obligation 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 Company for such Tax Obligations in advance of the arising of any Tax Obligations. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of any income and other taxes which 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 Subsidiary) has the right to retain without notice from any fees, salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any tax withholding obligations Tax Obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable SharesShares or that are due prior to the issuance of Shares under the Restricted Stock Units award. All income and other taxes Tax Obligations related to the Performance Shares Restricted Stock Units award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9.

Withholding of Taxes. When The Company shall not deliver the cash or Shares are issued as otherwise issuable in payment for vested Performance SharesRestricted Stock Units unless and until the Grantee has made arrangements satisfactory to the Company to satisfy applicable withholding tax obligations. Unless and until otherwise provided by the Company, any such withholding tax obligations shall be satisfied by the Company (or the employing SubsidiaryParent or Subsidiary to which the Grantee provides service) will withhold withholding or causing to have withheld a portion of the cash or Shares otherwise issuable in payment for vested Restricted Stock Units that have an aggregate market value or amount that is sufficient to pay the 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 cash or Shares or requiring 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 applicable withholding tax obligations (a “Sell to Cover”). Any Sell to Cover arrangement shall be pursuant to terms specified by the Company from time to time. To avoid any negative accounting treatment, the Company or E*TRADE (or the applicable broker) may withhold or account for applicable withholding tax obligations by considering applicable minimum statutory withholding amounts, minimum applicable federal, state, state and local and foreign income, social insurance, employment and any other applicable taxes or other applicable withholding rates (the “Minimum Withholding Amount”). No fractional Shares will be withheld, sold to cover the applicable withholding tax obligations or Minimum Withholding Amount (if required under Applicable Laws) or issued pursuant to the Award; unless determined otherwise by the Company, any additional withholding necessary for this reason will be withheld done by the Company or the employing Subsidiary with respect to the Shares, unless the Companyits agent, in its their sole discretion, either requires through the Grantee’s paycheck or otherwise permits through direct payment by the Employee to make alternate arrangements satisfactory Grantee to the Company for such withholdings in advance the form of cash, check or other cash equivalent. Instead of or in combination with the arising of any foregoing withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the 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 lawmethods, the Company (or the employing SubsidiaryParent or Subsidiary to which the Grantee provides service) has may, in its discretion, require the right Grantee to retain without notice from salary pay an amount necessary to pay the applicable taxes directly to the Company (or the Parent or Subsidiary to which the Grantee provides service) in the form of cash, check or other amounts payable cash equivalent, and/or may withhold an amount necessary to pay the Employeeapplicable taxes from the Grantee’s paycheck, cash having a sufficient value in each case with no or reduced withholding or Sell to satisfy any tax withholding obligations that Cover of Shares. By accepting this Award, the Company determines cannot be satisfied through Grantee expressly consents to the withholding of otherwise deliverable cash or Shares and to any cash or Share withholding or Sell to Cover as provided for in this paragraph 8. If the applicable tax obligations are satisfied by withholding in Shares, for tax purposes, the Grantee is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the applicable tax obligations due as a result of any aspect of the Grantee’s participation in the Plan. All Regardless of any action the Company takes with respect to the applicable withholding tax obligations, the Grantee acknowledges that the ultimate liability for all income and other taxes related to the Performance Shares award Restricted Stock Units and any Shares delivered in payment thereof are the with respect thereto is and remains his or her sole responsibility and may exceed the amount actually withheld by the Company. The Grantee further acknowledges that the Company: (i) makes no representations or undertakings regarding the treatment of any applicable tax obligations in connection with any aspect of the Employee. By accepting this awardRestricted Stock Units, including, but not limited to, the Employee expressly consents grant or vesting of or issuance of Shares under the Restricted Stock Units, the subsequent sale of Shares issued hereunder and the receipt of any dividends; and (ii) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee’s liability for applicable tax obligations or achieve any particular tax result. Further, if the Grantee has become subject to tax in more than one jurisdiction between the grant date and the date of any relevant taxable or tax withholding event, as applicable, the Grantee acknowledges that the Company may be required to withhold or account for applicable withholding tax obligations in more than one jurisdiction. Finally, the Grantee shall pay to the Company any amount of applicable tax withholding obligations that the Company may be required to withhold or account for as a result of Shares and to any additional cash withholding as provided for the Grantee’s participation in this paragraph 9the Plan that is not satisfied by the means previously described.

Withholding of Taxes. When Shares are issued as payment for vested Performance SharesRestricted Stock Units or, in the discretion of the Company, at such earlier time as the Tax Obligations (defined below) are due, the Company (or the employing SubsidiaryAffiliate) will withhold a portion of the Shares that have has an aggregate market value sufficient to pay all taxes and social insurance liability and other requirements in connection with the Shares, including, without limitation, (a) all federal, state, state and local and foreign income, social insurance, employment and any other applicable taxes that are required to be withheld by the Company or the employing Subsidiary Affiliate, (b) the Employee’s and, to the extent required by the Company (or the 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 awarded and the Shares issued thereunder, and (c) all other taxes or social insurance liabilities with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits which the Employee has agreed to make alternate arrangements satisfactory to bear responsibility (collectively, the Company for such withholdings in advance of the arising of any withholding obligations“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 value of the Shares withheld in excess of the tax obligation Tax Obligations as a result of such rounding. Notwithstanding the foregoing, the Company (or, in respect of an Employee subject to Section 16 of the 1934 Act, the HRCC), in its sole discretion, may require the Employee to make alternate arrangements satisfactory to it for such Tax Obligations in advance of the arising of any Tax Obligations. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of any income and other taxes which 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 SubsidiaryAffiliate) 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 withholding obligations Tax Obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable SharesShares or that are due prior to the issuance of Shares under the Restricted Stock Units award. All income and other taxes Tax Obligations related to the Performance Shares Restricted Stock Units award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this awardFurther, the Employee expressly consents to the withholding of Shares and to shall be bound by any additional cash withholding as provided for requirements included in the Notice of Grant of this paragraph 9Agreement.

Withholding of Taxes. When Shares are issued as payment for vested Performance SharesShares or, in the discretion of the Company, at such earlier time as the Tax Obligations (defined below) are due, the Company (or the employing SubsidiaryAffiliate) will withhold a portion of the Shares that have has an aggregate market value sufficient to pay all taxes and social insurance liability and other requirements in connection with the Shares, including, without limitation, (a) all federal, state, state and local and foreign income, social insurance, employment and any other applicable taxes that are required to be withheld by the Company or the employing Subsidiary Affiliate, (b) the Employee’s and, to the extent required by the Company (or the 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 the Shares, unless the Company, in its sole discretion, either requires or otherwise permits which the Employee has agreed to make alternate arrangements satisfactory to bear responsibility (collectively, the Company for such withholdings in advance of the arising of any withholding obligations“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 value of the Shares withheld in excess of the tax obligation Tax Obligations as a result of such rounding. Notwithstanding the foregoing, the Company (or, in respect of an Employee subject to Section 16 of the 1934 Act, the HRCC), in its sole discretion, may require the Employee to make alternate arrangements satisfactory to it for such Tax Obligations in advance of the arising of any Tax Obligations. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of any income and other taxes which 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 SubsidiaryAffiliate) 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 withholding obligations 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 income and other taxes Tax Obligations related to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this awardFurther, the Employee expressly consents to the withholding of Shares and to shall be bound by any additional cash withholding as provided for requirements included in the Notice of Grant and Appendix A of this paragraph 9Agreement.

Withholding of Taxes. When the Shares are issued as payment for vested Performance SharesRestricted Stock Units, the Employee will recognize immediate U.S. taxable income if the Employee is a U.S. taxpayer. If the Employee is a non-U.S. taxpayer, the Employee will be subject to applicable taxes in his or her jurisdiction. The Company (or the employing Subsidiary) will may, in its discretion, withhold a portion of the Shares vested Restricted Stock Units that have an aggregate market value sufficient to pay the federal, state, state and local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company LSI Logic. No fractional Shares will be withheld or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld issued pursuant to the prior sentence grant of Restricted Stock Units and the issuance of Shares thereunder; any additional withholding necessary for this reason will be rounded up done by the Company through the Employee’s paycheck. Accordingly, to the nearest whole Share, with no refund for any value extent the Fair Market Value of the number of whole Shares withheld in excess by the Company exceeds the withholding taxes, the Company will pay Employee the difference. In the event the withholding requirements are not satisfied through the withholding of Shares (or, through the tax obligation Employee’s paycheck, as a result of such rounding. Notwithstanding any contrary provision of this Agreementindicated above), no Shares payment will be issued made to the Employee (or his or her estate) for Restricted Stock Units unless and until satisfactory arrangements (as determined by the CompanyCommittee) 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 Subsidiary) 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 withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Restricted Stock Units.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. 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 CompanyAdministrator) will have been made by the Employee Participant with respect to the payment of any income income, employment and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition 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 (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the maximum extent permitted by lawminimum 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. In the absence of an alternative election from the Participant, the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable shall withhold otherwise deliverable Shares having a Fair Market Value equal to the Employee, cash having a sufficient value minimum amount required to be withheld to satisfy tax withholding obligations. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations that hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 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 determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related at no cost to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Company.

Withholding of Taxes. When Shares are issued as payment for vested Performance SharesRestricted Stock Units, the Company (or the employing Subsidiary) will may withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the 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 Subsidiary) 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 withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Performance Shares Restricted Stock Units award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Section 2.9.

Withholding of Taxes. When Shares shares of Common Stock are issued as payment for vested Performance Shares, the Company (or the employing SubsidiaryAffiliate) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary Affiliate with respect to the Sharesshares of Common Stock, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate Participant makes alternative arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee Participant with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such Sharesshares. In addition and to the maximum extent permitted by law, the Company (or the employing SubsidiaryAffiliate) has the right to retain without notice from salary or other amounts payable to the EmployeeParticipant, cash having a sufficient value to satisfy any tax withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Sharesshares. All income and other taxes related to the Performance Shares award this Award and any Shares delivered in payment thereof pursuant to this Award are the sole responsibility of the EmployeeParticipant. By accepting this awardAward, the Employee Participant expressly consents to the withholding of Shares shares and to any additional cash withholding as provided for in this paragraph 9Paragraph 7.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the The Company (or the employing Subsidiary) will withhold a portion of the Shares payment due with respect to vested Stock Units that have has an aggregate market value sufficient to pay the federal, state, and local and foreign income, social insuranceemployment, employment and any other applicable taxes taxes, if any, required to be withheld by the Company or the employing Subsidiary with respect to the SharesCompany, unless the Company, in its sole discretion, either requires or otherwise permits the Employee Director to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares payment will be issued made to the Director (or his or her beneficiary or estate) for Stock Units unless and until satisfactory arrangements (as determined by the CompanyCommittee) have been made by the Employee Director with respect to the payment of any income and other taxes which that the Company determines must be withheld or collected with respect to such Sharesthe Director’s vested Stock Units. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable to the EmployeeDirector, cash having a sufficient value to satisfy any tax withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Performance Shares this Stock Unit award and any Shares delivered in payment thereof are the sole responsibility of the EmployeeDirector. By accepting this award, the Employee Director expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Section 7.

Withholding of Taxes. When If any tax withholding is required when Shares are issued as payment for vested Performance SharesRestricted Stock Units or, in the discretion of the Company, at such earlier time as the Tax Obligations (defined below) are due, the Company (or or, if the Grantee has become an employee of an Affiliate, the employing Subsidiary) Affiliate), will withhold a portion of the Shares that have has an aggregate market value sufficient to pay all taxes and social insurance liability and other requirements in connection with the Shares, including, without limitation, (a) all federal, state, state and local and foreign income, social insurance, employment and any other applicable taxes that are required to be withheld by the Company or the employing Subsidiary Affiliate, (b) the Grantee’s and, to the extent required by the Company (or the 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 which the SharesGrantee has agreed to bear responsibility (collectively, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations“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 value of the Shares withheld in excess of the tax obligation Tax Obligations as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee Grantee with respect to the payment of any income and other taxes which 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 SubsidiaryAffiliate) has the right to retain without notice from any fees, salary or other amounts payable to the EmployeeGrantee, cash having a sufficient value to satisfy any tax withholding obligations Tax Obligations that the Company determines cannot be satisfied through the withholding of otherwise Exhibit 10.4 deliverable SharesShares or that are due prior to the issuance of Shares under the Restricted Stock Units. All income and other taxes Tax Obligations related to the Performance Shares award Restricted Stock Units and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Grantee.

Withholding of Taxes. When Shares are issued as payment for vested Performance SharesPSAs, the Company (or the employing Subsidiary) will may withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the 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 Subsidiary) 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 withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Performance Shares award PSAs and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Section 10.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes Currently there is no required to be withheld by the Company or the employing Subsidiary United States tax withholding with respect to the Sharesthis Award of Restricted Stock Units. If withholding should be required, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding then 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 CompanyBoard) will have been made by the Employee Participant with respect to the payment of any income income, employment and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition The Board, 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 (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the maximum extent permitted by lawminimum 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 employing Subsidiary) has amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right to retain without notice from salary or other amounts payable to (but not the Employee, cash having a sufficient value obligation) to satisfy any tax withholding obligations that by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 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 determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related at no cost to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Company.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the The Company (or the employing SubsidiaryAffiliate) will withhold a portion of the Shares that have an aggregate market value sufficient to pay all taxes and social insurance liability and other requirements in connection with the Shares, including, without limitation, (a) all federal, state, state and local and foreign income, social insurance, employment and any other applicable taxes that are required to be withheld by the Company or the employing Subsidiary Affiliate, (b) the Employee’s and, to the extent required by the Company (or the 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 Award and the Shares issued thereunder, and (c) all other taxes or social insurance liabilities with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits which the Employee has agreed to make alternate arrangements satisfactory to bear responsibility (together, the Company for such withholdings in advance of the arising of any withholding obligations“Tax Obligations”). The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation 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 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. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) will 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 SubsidiaryAffiliate) 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 withholding obligations Tax Obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable SharesShares or that are due prior to the issuance of Shares under the Restricted Stock award. All income and other taxes Tax Obligations related to the Performance Shares Restricted Stock award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this awardFurther, the Employee expressly consents to the withholding of Shares and to shall be bound by any additional cash withholding as provided for requirements included in the Notice of Grant of this paragraph 9Agreement.

Withholding of Taxes. When the Shares are issued as payment for vested Performance SharesRSUs, the Company (or the employing Subsidiary) will withhold a portion of the Shares vested RSUs that have an aggregate market value Fair Market Value sufficient to pay the minimum federal, state, state and local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the SharesCompany, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund cash payment due the Employee for any the value of the Shares any Share withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the 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 Subsidiary) 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 withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Performance Shares RSU award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this RSU award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9.

Withholding of Taxes. When The Company will assess its requirements regarding tax, social insurance and any other payroll tax withholding and reporting in connection with this Restricted Stock, including the grant, vesting or purchase of the Restricted Stock or sale of Shares are issued acquired pursuant to this grant of Restricted Stock ("tax-related items"). These requirements may change from time to time as payment laws or interpretations change. Regardless of the Company's actions in this regard, the Employee hereby acknowledges and agrees that the ultimate liability for vested Performance Shares, any and all tax-related items is and remains his or her responsibility and liability and that the Company (1) makes no representations or undertaking regarding treatment of any tax-related items in connection with any aspect of this Restricted Stock grant, including the employing Subsidiarygrant, vesting or purchase of this Restricted Stock and the subsequent sale of Shares acquired pursuant to this grant of Restricted Stock; and (2) will withhold a portion does not commit to structure the terms of the Shares that have an aggregate market value sufficient grant or any aspect of this Restricted Stock to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by reduce or eliminate the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such roundingEmployee's liability regarding tax-related items. Notwithstanding any contrary provision of this Agreement, no Shares Restricted Stock will be issued granted unless and until satisfactory arrangements (as determined by the CompanyCommittee) will 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 The Employee authorizes the Company and/or an Affiliate to withhold all applicable withholding taxes from the maximum extent permitted by lawEmployee's wages. Furthermore, the Employee agrees to pay the Company (and/or an Affiliate any amount of taxes the Company and/or an Affiliate may be required to withhold or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable to collect as a result of the Employee, cash having a sufficient value to satisfy any tax withholding obligations 's participation in the Plan that the Company determines cannot be satisfied through by deduction from the withholding of otherwise deliverable Shares. All income and Employee's wages or other taxes related cash compensation paid to the Performance Shares award and any Shares delivered in payment thereof are Employee by the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Company and/or an Affiliate.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the The Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay the minimum federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares Restricted Stock will be issued released by the Escrow Agent from escrow unless and until satisfactory arrangements (as determined by the 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 Subsidiary) 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 withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Performance Shares Restricted Stock award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 97.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will may withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the 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 Subsidiary) 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 withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Section 8.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Award Agreement, no Shares will certificate representing the Restricted Stock may be issued released from the escrow established pursuant to Section 2, unless and until satisfactory arrangements (as determined by the CompanyAdministrator) will have been made by the Employee Participant with respect to the payment of any income income, employment and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition 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 (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value (as of the date that the taxes are to be withheld) equal to the maximum extent permitted by lawwithholding amount, (c) delivering to the Company already-owned Shares having a Fair Market Value (or as of the employing Subsidiarydate that the taxes should be withheld) has equal to the withholding amount. To the extent determined appropriate by the Company in its discretion, it will have the right to retain without notice from salary or other amounts payable to (but not the Employee, cash having a sufficient value obligation) to satisfy any tax withholding obligations that by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Sections 3 or 4, Participant will permanently forfeit such Shares and the Shares will be returned to the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related at no cost to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Company.

Withholding of Taxes. When the Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the vested Performance Shares that have an aggregate market value sufficient Fair Market Value no more than that required to pay the minimum federal, state, state and local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the SharesCompany, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate alternative arrangements satisfactory to the Company for such minimum withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the 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 Subsidiary) 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 withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the CompanyThe Administrator, in its sole discretiondiscretion and pursuant to such procedures as it may specify from time to time, either requires may permit Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) withholding from Participant’s wages or other cash compensation paid to Participant by the Company and/or Employer, (c) electing to have the Company withhold otherwise permits deliverable Shares upon vesting of the Employee Restricted Stock with a Fair Market Value (as defined in the Plan unless otherwise determined by the Administrator) equal to make alternate arrangements satisfactory the applicable amount of any Tax‑Related Items required to be withheld, (c) delivering to the Company for such withholdings in advance already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) withholding from proceeds of the arising sale of Shares upon the vesting of the Restricted Stock, 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 authorization and without further consent from Participant), with a Fair Market Value (as defined in the Plan unless otherwise determined by the Administrator) equal to the applicable amount of any withholding obligationsTax‑Related Items required to be withheld. The 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 withheld pursuant otherwise deliverable to Participant. Depending on the prior sentence will be rounded up to withholding method, and notwithstanding the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the 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 lawforegoing, the Company (may withhold or the employing Subsidiary) has the right to retain without notice from salary account for Tax-Related Items by considering applicable minimum statutory withholding rates or other amounts payable applicable withholding 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 Employee, cash having a sufficient value to satisfy any tax withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable equivalent amount in Shares. All income and other taxes related to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9.

Withholding of Taxes. When Shares are issued as payment for vested Performance SharesPSAs, the Company (or the employing Subsidiary) will may withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the 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 Subsidiary) 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 withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Performance Shares award PSAs and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph Section 9.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to the Participant unless and until satisfactory arrangements (as determined by the Company) will have been made by the Employee Participant with respect to the payment of any income income, employment and other taxes which the Company determines must be withheld or collected with respect to the delivery of Shares pursuant to this Award Agreement. The Company, in its sole discretion and pursuant to such Shares. In addition and procedures as it may specify from time to time, may permit the 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 maximum extent permitted by law, minimum amount required to be withheld; (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the minimum amount required to be withheld; or (d) selling a sufficient number of such Shares otherwise deliverable to the Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the employing Subsidiary) has minimum amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right to retain without notice from salary or other amounts payable to (but not the Employee, cash having a sufficient value obligation) to satisfy any tax withholding obligations that by reducing the Company determines cannot be satisfied through the withholding number of Shares otherwise deliverable Shares. All income and other taxes related to the Performance Shares award and Participant by the minimum amount required to be withheld. If the Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any Shares are scheduled to be delivered in payment thereof are the sole responsibility of the Employee. By accepting this awardpursuant to Section 2, the Employee expressly consents PSUs shall lapse and be immediately cancelled with no payment due to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9.Participant. Exhibit 10.1

Withholding of Taxes. When the Shares are issued as payment for vested Performance SharesRestricted Stock Units, the Grantee shall recognize immediate U.S. taxable income if the Grantee is a U.S. taxpayer. If the Grantee is a non-U.S. taxpayer, the Grantee shall be subject to applicable taxes in his or her jurisdiction. The Company (or the employing Subsidiary) will may, in its discretion, withhold a portion of the Shares vested Restricted Stock Units that have an aggregate market value sufficient to pay the minimum federal, state, state and local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company Company. No fractional Shares shall be withheld or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld issued pursuant to the prior sentence will grant of Restricted Stock Units and the issuance of Shares thereunder; any additional withholding necessary for this reason shall be rounded up done by the Company through the Grantee’s paycheck. Accordingly, to the nearest whole Share, with no refund for any value extent the Fair Market Value of the number of whole Shares withheld in excess by the Company exceeds the withholding taxes, the Company shall pay the Grantee the difference. In the event the withholding requirements are not satisfied through the withholding of Shares (or, through the tax obligation Grantee’s paycheck, as a result of such rounding. Notwithstanding any contrary provision of this Agreementindicated above), no Shares will payment shall be issued made to the Grantee (or his or her estate) for Restricted Stock Units unless and until satisfactory arrangements (as determined by the CompanyAdministrator) have been made by the Employee Grantee 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 Subsidiary) 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 withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the EmployeeRestricted Stock Units. By accepting this awardAward, the Employee Grantee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9.

Withholding of Taxes. When Shares are issued as payment for vested Performance SharesRestricted Stock Units or, in the discretion of the Company, at such earlier time as the Tax Obligations [Form of agreement for members of Executive Staff] Exhibit 10.6 (defined below) are due, the Company (or the employing SubsidiaryAffiliate) will withhold a portion of the Shares that have has an aggregate market value sufficient to pay all taxes and social insurance liability and other requirements in connection with the Shares, including, without limitation, (a) all federal, state, state and local and foreign income, social insurance, employment and any other applicable taxes that are required to be withheld by the Company or the employing Subsidiary Affiliate, (b) the Employee’s and, to the extent required by the Company (or the 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 the Shares, unless the Company, in its sole discretion, either requires or otherwise permits which the Employee has agreed to make alternate arrangements satisfactory to bear responsibility (collectively, the Company for such withholdings in advance of the arising of any withholding obligations“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 value of the Shares withheld in excess of the tax obligation Tax Obligations as a result of such rounding. Notwithstanding the foregoing, the Company (or, in respect of an Employee subject to Section 16 of the 1934 Act, the HRCC), in its sole discretion, may require the Employee to make alternate arrangements satisfactory to it for such Tax Obligations in advance of the arising of any Tax Obligations. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of any income and other taxes which 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 SubsidiaryAffiliate) 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 withholding obligations Tax Obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable SharesShares or that are due prior to the issuance of Shares under the Restricted Stock Units. All income and other taxes Tax Obligations related to the Performance Shares award Restricted Stock Units and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this awardFurther, the Employee expressly consents to the withholding of Shares and to shall be bound by any additional cash withholding as provided for requirements included in the Notice of Grant of this paragraph 9Agreement.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. 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 CompanyAdministrator) will have been made by the Employee Participant with respect to the payment of any income income, employment and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition 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 by one or more of the following (without limitation): (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the maximum extent permitted by lawminimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the minimum 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 employing Subsidiary) has minimum amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right to retain without notice from salary or other amounts payable to (but not the Employee, cash having a sufficient value obligation) to satisfy any tax withholding obligations that by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 3, 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 determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related at no cost to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Company.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the 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 Subsidiary) 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 withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Performance Shares Share award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9.

Withholding of Taxes. When Shares are issued as Regardless of any action the Company and/or the Subsidiary or affiliate employing Grantee (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 vested 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 Performance Shares, including the grant of the Performance Shares, the Company (or vesting of Performance Shares, the employing Subsidiary) will withhold a portion payment of the Performance Shares that have an aggregate market value sufficient 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 pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by structure the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance terms of the arising of grant or any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value aspect of the Performance Shares withheld in excess of to reduce or eliminate the tax obligation as a result of such roundingGrantee'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 CompanyAdministrator) will have been made by the Employee Grantee with respect to the payment of any income and other taxes all Tax-Related Items which the Company determines must be withheld or collected with respect to such SharesShares so issuable. In addition 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 maximum extent permitted following (without limitation): (a) paying cash, (b) withholding from the Grantee's wages or other cash compensation paid to Grantee by law, the Company and/or the Employer, (or c) have the employing Subsidiary) has the right to retain without notice from salary or other amounts payable to the EmployeeCompany withhold otherwise deliverable Shares, cash having a sufficient value to satisfy any tax withholding obligations provided that the Company determines cannot only withholds the amount of Shares necessary to satisfy the minimum statutory withholding amount or such other amount as may be satisfied through the withholding 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 authorization) through such means as the Company may determine in its sole discretion (whether through a broker or otherwise). If the obligation for Tax-Related Items is satisfied by withholding in Shares, Grantee is deemed to have been issued the full number of Shares subject to the vested Performance Shares, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Performance Shares. All income Further, Grantee, by signing a copy of this Agreement and other taxes related delivering same to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this awardCompany, the Employee expressly consents to the withholding of all Tax-Related Items from Grantee's wages or other payments due to be made to Grantee. If Grantee fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Section 2, Grantee will permanently forfeit such Shares and the Shares will be returned to any additional cash withholding as provided for in this paragraph 9the Company at no cost to the Company.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the The Company (or the employing Subsidiary) Employer will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes all Tax Obligations required to be withheld by the Company or the employing Subsidiary Employer with respect to the Shares, unless the CompanyCommittee, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The Committee, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit the 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 the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum statutory amount required to be withheld, or (c) selling a sufficient number of such Shares withheld pursuant otherwise deliverable to Employee through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the prior sentence will amount required to be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such roundingwithheld. Notwithstanding any contrary provision of this Agreement, no Shares will be issued in settlement of the vested Restricted Stock Units unless and until satisfactory arrangements (as determined by the Company) will 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 Subsidiary) Employer 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 withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes Tax Obligations related to the Performance Shares award of Restricted Stock Units and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 910. Only whole Shares will be withheld or sold to satisfy any tax withholding obligations pursuant to this paragraph 10. The number of Shares withheld will be rounded up to the nearest whole Share, with a cash refund to the Employee for any value of the Shares withheld in excess of the tax obligation (pursuant to such procedures as the Company 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 the Company in its sole discretion, the number of Shares withheld will be rounded down to the nearest whole Share and, in accordance with this paragraph 10 and to the maximum extent permitted by law, the Company will retain from salary or other amounts payable to the Employee cash having a sufficient value to satisfy any additional tax withholding.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares Restricted Stock will be issued released by the Escrow Agent from escrow unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee Grantee 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 The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit the Grantee to satisfy such tax withholding obligation, in whole or in part by one or more of the following (without limitation): (A) paying cash, (B) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the maximum extent permitted by lawminimum amount required to be withheld, (C) delivering to the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable already vested and owned Shares having a Fair Market value equal to the Employeeamount required to be withheld, cash having or (D) selling a sufficient value number of such Shares otherwise deliverable to satisfy 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. If the Grantee fails to make satisfactory arrangements for the payment of any required tax withholding obligations that hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to paragraph 3, the Grantee will permanently forfeit such Shares and the Shares will be returned to the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related at no cost to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Company.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares of Common Stock underlying any vested Stock Unit will be issued unless and until satisfactory arrangements (as determined by the CompanyAdministrator) will have been made by the Employee with respect to the payment of any income and other Stock Unit Agreement Amended and Restated on February 20, 2008 employment taxes which the Company determines must be withheld or collected with respect to such Shares. In addition and to The Administrator shall require the maximum extent permitted by law, the Company (or the employing Subsidiary) 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 withholding obligations that the Company determines cannot under this Agreement to be satisfied through by withholding otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld. No fractional Shares will be withheld or issued pursuant to the grant of Stock Units and the issuance of Shares hereunder. By accepting this award of Stock Units, the Participant expressly consents to the withholding of Shares as provided for in this Section 8. The Company may, instead of withholding in Shares, in its sole and absolute discretion, permit the Participant to satisfy such tax withholding obligation, in whole or in part by one or more of the following: (a) paying cash, (b) permitting the Participant to deliver to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (c) selling a sufficient number of such Shares otherwise deliverable Sharesto 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. All income and other taxes related to the Performance Shares this award and any Shares delivered in payment thereof of Stock Units are the sole responsibility of the EmployeeParticipant. By accepting this award, In the Employee expressly consents to event the withholding requirements are not satisfied through the withholding of Shares and the Participant otherwise fails to make satisfactory arrangements for the payment of any additional cash required tax withholding as provided for in this paragraph 9obligations hereunder at the time any applicable Shares otherwise are scheduled to vest, the Participant will permanently forfeit such Shares and the Shares will be returned to the Company at no cost to the Company.

Withholding of Taxes. When If any tax withholding is required when Shares are issued as payment for vested Performance SharesRestricted Stock Units or, in the discretion of the Company, at such earlier time as the Tax Obligations (defined below) are due, the Company (or or, if the Director has become an employee, the employing Subsidiary) entity), will withhold a portion of the Shares that have has an aggregate market value sufficient to pay all taxes and social insurance liability and other requirements in connection with the Shares, including, without limitation, (a) all federal, state, state and local and foreign income, social insurance, employment and any other applicable taxes that are required to be withheld by the Company or the employing Subsidiary Subsidiary, (b) the Director’s and, to the extent required by the Company (or the employing Subsidiary), the Company’s (or the employing Subsidiary’s) fringe benefit tax liability, if any, associated with the grant, vesting, or sale of the Restricted Stock Units awarded and the Shares issued thereunder, and (c) all other taxes or social insurance liabilities with respect to which the SharesDirector has agreed to bear responsibility (collectively, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations“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 value of the Shares withheld in excess of the tax obligation Tax Obligations as a result of such rounding. Notwithstanding the foregoing, the Company, in its sole discretion, may require the Director to make alternate arrangements satisfactory to the Company for such Tax Obligations in advance of the arising of any Tax Obligations. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee Director with respect to the payment of any income and other taxes which 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 Subsidiary) has the right to retain without notice from any fees, salary or other amounts payable to the EmployeeDirector, cash having a sufficient value to satisfy any tax withholding obligations Tax Obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable SharesShares or that are due prior to the issuance of Shares under the Restricted Stock Units award. All income and other taxes Tax Obligations related to the Performance Shares Restricted Stock Units award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Director.

Withholding of Taxes. When 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 payment of income, employment and other taxes which the Company determines must be withheld with respect to such Shares. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Performance Shares otherwise are scheduled to vest pursuant to Sections 3 or 4, Participant will permanently forfeit such Performance Shares and any right to receive Shares thereunder and the Performance Shares will be returned to the Company at no cost to the Company. Until and unless the Administrator determines otherwise, when Shares are issued as payment for vested Performance Shares, the Company (or the employing Parent or Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay the minimum federal, state, local and foreign income, employment, social insurance, employment payroll tax and any other applicable taxes required to be withheld by the Company (or the employing Subsidiary Parent or Subsidiary) with respect to the SharesShares or with respect to which the Grantee has agreed to bear responsibility (the “Tax Obligations”), unless the Company, in its sole discretion, either requires or otherwise permits the Employee Participant to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The No fractional Shares will be withheld or issued pursuant to the grant of Performance Shares and the issuance of Shares thereunder; instead, the number of any Shares withheld pursuant to the prior sentence this Section will be rounded up down to the nearest whole ShareShare and, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined otherwise by the Company) have been made , any additional withholding necessary for this reason will be done by the Employee with respect Company through the Participant’s paycheck or through direct payment by the Participant to the payment Company in the form of any income cash or check. In addition and other taxes which to the maximum extent permitted by law, after consultation with the Company’s Compliance Officer (as defined in the Company’s Ixxxxxx Xxxxxxx Policy), the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may require Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by (a) paying cash or remitting a check, (b) having the Company determines must withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, (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 collected with respect otherwise) equal to such Sharesthe amount required to be withheld, or (e) a combination thereof. In addition and to the maximum extent permitted by law, the Company (or the employing Parent or Subsidiary) has the right to retain without notice from salary or other amounts payable to the EmployeeParticipant, cash having a sufficient value to satisfy any tax withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. By accepting this Award, the Participant expressly consents to the withholding of Shares, and to any cash or Share withholding as provided for in this Section. All income and other taxes related to the Performance Shares Share award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Participant.

Withholding of Taxes. When Shares are issued as payment for vested Performance SharesRSUs, the Company (or the employing Subsidiary) will may withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the 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 Subsidiary) 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 withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Performance Shares RSU award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Section 10.

Withholding of Taxes. When Shares If any tax withholding is required, when shares of Common Stock are issued as payment for any vested Performance Shares, RSUs the Company (or the employing Subsidiary) will withhold a portion of the Shares shares that have an aggregate market value Fair Market Value sufficient to pay the income (including federal, state, foreign and local and foreign incometaxes), employment, social insurance, employment payroll tax, and any other applicable taxes which the Company determines is required to be withheld by the Company or the employing Subsidiary with respect to the Sharesshares so issuable (the “Withholding Taxes”), unless the Company, in its sole discretion, either requires or otherwise permits the Employee Participant to make alternate arrangements satisfactory to the Company for the payment of such withholdings Withholding Taxes in advance of the arising of any such withholding obligations. The number of Shares shares of Common Stock withheld pursuant to the prior sentence will be rounded up to the nearest whole Shareshare, with no refund for any value of the Shares shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares shares of Common Stock will be issued hereunder unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee Participant with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such SharesWithholding Taxes due. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) has the right to retain without notice from salary or other any amounts payable to the EmployeeParticipant, cash having a sufficient value to satisfy any tax withholding obligations Withholding Taxes due that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility shares of the EmployeeCommon Stock hereunder. By accepting this awardaward of RSUs, the Employee Participant expressly consents to the withholding of Shares shares of Common Stock and to any additional cash withholding as provided for in this paragraph 9. The Participant acknowledges that the ultimate liability for any Withholding Taxes legally due by the Participant is and remains the Participant’s sole responsibility and that the Company (i) makes no representations or undertakings regarding the treatment of any Withholding Taxes in connection with any aspect of the RSUs; and (ii) does not commit to structure the terms of the award or any aspect of the RSUs to reduce or eliminate the Participant’s liability for any Withholding Taxes.

Withholding of Taxes. When 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 payment of income, employment and other taxes which the Company determines must be withheld with respect to such Shares. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Performance Shares otherwise are scheduled to vest pursuant to this Award Agreement, Participant will permanently forfeit such Performance Shares and any right to receive Shares thereunder and the Performance Shares will be returned to the Company at no cost to the Company. Until and unless the Administrator determines otherwise, when Shares are issued as payment for vested Performance Shares, the Company (or the employing Parent or Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay the minimum federal, state, local and foreign income, employment, social insurance, employment payroll tax and any other applicable taxes required to be withheld by the Company (or the employing Subsidiary Parent or Subsidiary) with respect to the SharesShares or with respect to which the Participant has agreed to bear responsibility (the “Tax Obligations”), unless the Company, in its sole discretion, either requires or otherwise permits the Employee Participant to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The No fractional Shares will be withheld or issued pursuant to the grant of Performance Shares and the issuance of Shares thereunder; instead, the number of any Shares withheld pursuant to the prior sentence this Section 7 will be rounded up down to the nearest whole ShareShare and, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined otherwise by the Company) have been made , any additional withholding necessary for this reason will be done by the Employee with respect Company through the Participant’s paycheck or through direct payment by the Participant to the payment Company in the form of any income cash, check or other cash equivalent. In addition and to the maximum extent permitted by law, after consultation with the Company’s Compliance Officer (as defined in the Company’s Ixxxxxx Xxxxxxx Policy), the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may require Participant to satisfy the Tax Obligations, in whole or in part (without limitation) by (a) paying cash or remitting a check or providing other cash equivalent, (b) withholding an amount necessary to pay the applicable taxes which from the Participant’s paycheck, (c) having the Company determines must withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld withheld, (d) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, (e) 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 collected with respect otherwise) equal to such the amount required to be withheld, or (f) a combination thereof. In addition and to the maximum extent permitted by law, the Company (or the employing Parent or Subsidiary) has the right to retain without notice from salary or other amounts payable to the Participant, cash having a sufficient value to satisfy the Tax Obligations that cannot be satisfied through the withholding of otherwise deliverable Shares. In addition and to the maximum extent permitted by law, the Company (or the employing Parent or Subsidiary) has the right to retain without notice from salary or other amounts payable to the EmployeeParticipant, cash having a sufficient value to satisfy any tax withholding obligations Tax Obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. By accepting this Award, the Participant expressly consents to the withholding of Shares, and to any cash or Share withholding as provided for in this Section. All income and other taxes related to the Performance Shares Share award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Participant.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. 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 CompanyAdministrator) will have been made by the Employee Participant with respect to the payment of any income income, employment and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition 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 maximum extent permitted by lawminimum 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 employing Subsidiary) has amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right to retain without notice from salary or other amounts payable to (but not the Employee, cash having a sufficient value obligation) to satisfy any tax withholding obligations that 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 tax withholding obligations are satisfied. To the extent determined appropriate by the Company determines canin its discretion, it will have the right (but not be satisfied the obligation) to satisfy any tax withholding obligations through the use of the method described in (d) above. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding of obligations hereunder at the time any applicable Performance Stock Units otherwise deliverable Shares. All income and other taxes are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to Performance Stock Units otherwise are due, Participant will permanently forfeit such Performance Stock Units and any right to receive Shares thereunder and the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents Stock Units will be returned to the withholding of Shares and Company at no cost to any additional cash withholding as provided for in this paragraph 9the Company.

Withholding of Taxes. When Shares shares of Company common stock are issued as payment for vested Performance SharesRestricted Share Units or, in the discretion of the Company, such earlier time as the Tax Obligations (defined below) are due, the Company (or the employing Subsidiaryaffiliate) will withhold a portion of the Shares shares that have an aggregate market value sufficient to pay federal, state, local all taxes and foreign income, social insurance, employment insurance liability and any other applicable taxes requirements in connection with the shares of Company common stock that are required to be withheld by the Company or the employing Subsidiary with respect to affiliate (collectively, the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations“Tax Obligations”). The number of Shares shares of Company common stock withheld pursuant to the prior sentence will be rounded up to the nearest whole Shareshare, with no refund provided in the United States for any value of the Shares shares 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 Participant to make alternate arrangements satisfactory to the Company for such withholdings or remittances in advance of the arising of any remittance obligations to which the Participant has agreed or any withholding obligations. Notwithstanding any contrary provision of this Agreement, no Shares shares of Company common stock will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee Participant with respect to the payment of any income and other taxes which that the Company determines must be withheld or collected with respect to such Sharesshares. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiaryaffiliate) has the right to retain without notice from salary or other amounts payable to the EmployeeParticipant, cash having a sufficient value to satisfy any tax withholding obligations Tax Obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Sharesshares or that are due prior to the issuance of shares under the Restricted Share Units award. All income and other taxes Tax Obligations related to the Performance Shares Restricted Share Units award and any Shares shares of Company common stock delivered in payment thereof are the sole responsibility of the EmployeeParticipant. By accepting this awardFurther, the Employee expressly consents to the withholding of Shares and to Participant shall be bound by any additional cash withholding as provided for requirements included in the Notice of Award of this paragraph 9Agreement.

Withholding of Taxes. When Shares are issued cash is delivered as payment for vested Performance SharesUnits or, in the discretion of the Company, at such earlier time as the Tax Obligations (defined below) are due, the Company (or the employing Subsidiary) will withhold a portion of the Shares Performance Units that have an aggregate market value sufficient to pay all taxes and social insurance liability and other requirements in connection with the Performance Units, including, without limitation, (a) all federal, state, state and local and foreign income, social insurance, employment and any other applicable taxes that are required to be withheld by the Company or the employing Subsidiary Subsidiary, (b) the Participant’s and, to the extent required by the Company (or the employing Subsidiary), the Company’s (or the employing Subsidiary’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 which the SharesParticipant has agreed to bear responsibility (collectively, unless the “Tax Obligations”). Notwithstanding the foregoing, the Company, in its sole discretion, either requires or otherwise permits may require the Employee Participant to make alternate arrangements satisfactory to the Company for such withholdings Tax Obligations in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such roundingTax Obligations. Notwithstanding any contrary provision of this Award Agreement, no Shares Performance Units will be issued settled through the payment of cash or otherwise unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee Participant with respect to the payment of any income and other taxes which Tax Obligations that the Company determines must be withheld or collected with respect to such SharesPerformance Units. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable to the EmployeeParticipant, cash having a sufficient value to satisfy any tax withholding obligations Tax Obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Sharescash in settlement of the Performance units or that are due prior to the settlement of Performance Units under the Performance Units award. All income and other taxes Tax Obligations related to the Performance Shares Units award and any Shares amounts delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Participant.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Award Agreement, no Shares will be issued or delivered to Participant, unless and until satisfactory arrangements (as determined by the CompanyAdministrator) have been made by the Employee Participant with respect to the payment of any income income, employment and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition 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 maximum extent permitted by law, 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 employing Subsidiary) has amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right to retain without notice from salary or other amounts payable to (but not the Employee, cash having a sufficient value obligation) to satisfy any tax withholding obligations that by reducing the Company determines cannot be satisfied through the withholding number of Shares otherwise deliverable Sharesto Participant. All income and other taxes If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Shares otherwise are scheduled to vest or tax withholding obligations related to the Performance applicable Shares award otherwise are due, Participant will permanently forfeit such Shares and any the Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents will be returned to the withholding of Shares and Company at no cost to any additional cash withholding as provided for in this paragraph 9the Company.

Withholding of Taxes. When the Shares are issued as payment for vested Performance Shares, the Employee generally will recognize immediate U.S. taxable income if the Employee is a U.S. taxpayer. If the Employee is a non-U.S. taxpayer, the Employee will be subject to applicable taxes in his or her jurisdiction. The Company (or the employing Subsidiary) will withhold a portion of the vested Performance Shares that have an aggregate market value sufficient to pay the minimum federal, state, state and local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company Company. No fractional Shares will be withheld or the employing Subsidiary with respect issued pursuant to the Shares, unless grant of Performance Shares and the issuance of Shares thereunder; any additional withholding necessary for this reason will be done by the Company through the Employee’s paycheck. The Company, in its sole discretion, either requires or otherwise permits may, and with respect to its executive officers (as determined by the Company) will, withhold an amount equal to two (2) times the fair market value of a Share from the last paycheck due to the Employee to make alternate arrangements satisfactory prior to the Company for such withholdings in advance vesting of the arising Performance Shares. In the event that the cash amounts withheld by the Company exceed the withholding taxes that are due after the automatic withholding of any whole Shares, the Company will reimburse the Employee for the excess amounts. In the event the withholding obligations. The number requirements are not satisfied through the withholding of Shares withheld pursuant (or, through the Employee’s paycheck, as indicated above), no payment will be made to the prior sentence will be rounded up to the nearest whole Share, with no refund Employee (or his or her estate) for any value of the Performance Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the CompanyAdministrator) 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 Performance Shares. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) 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 withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this awardAward, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 98.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing SubsidiaryAffiliate) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, state and local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary Affiliate with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the 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 SubsidiaryAffiliate) 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 withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9.

Withholding of Taxes. When If any tax withholding is required when Shares are issued as payment for vested Performance SharesRestricted Stock Units or, in the discretion of the Company, at such earlier time as the Tax Obligations (defined below) are due, the Company (or or, if the Director has become an employee, the employing Subsidiary) entity), will withhold a portion of the Shares that have has an aggregate market value sufficient to pay all taxes and social insurance liability and other requirements in connection with the Shares, including, without limitation, (a) all federal, state, state and local and foreign income, social insurance, employment and any other applicable taxes that are required to be withheld by the Company or the employing Subsidiary Subsidiary, (b) the Director’s and, to the extent required by the Company (or the employing Subsidiary), the Company’s (or the employing Subsidiary’s) fringe benefit tax liability, if any, associated with the grant, vesting, or sale of the Restricted Stock Units awarded and the Shares issued thereunder, and (c) all other taxes or social insurance liabilities with respect to which the SharesDirector has agreed to bear responsibility (collectively, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations“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 value of the Shares withheld in excess of the tax obligation Tax Obligations as a result of such rounding. Notwithstanding the foregoing, the Company, in its sole discretion, may require the Director to make alternate arrangements satisfactory to the Company for such Tax Obligations in advance of the arising of any Tax Obligations. Further, 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 the Director to satisfy the Tax Obligations, in whole or in part, by selling a sufficient number of Shares otherwise deliverable to the Director through such means as the Company may determine in its sole discretion, including through a broker‑assisted arrangement or otherwise, equal to the amount to be withheld (and any associated broker or other fees, as applicable). Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee Director with respect to the payment of any income and other taxes which 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 Subsidiary) has the right to retain without notice from any fees, salary or other amounts payable to the EmployeeDirector, cash having a sufficient value to satisfy any tax withholding obligations Tax Obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable SharesShares or that are due prior to the issuance of Shares under the Restricted Stock Units award. All income and other taxes Tax Obligations related to the Performance Shares Restricted Stock Units award and any Shares delivered in payment thereof are the sole responsibility of the EmployeeDirector. By accepting If the Director fails to make satisfactory arrangements for the payment of any Tax Obligations at the time any applicable Restricted Stock Units otherwise vest pursuant to this awardAgreement or the terms of the Plan, or at the time any Tax Obligations with respect to the Restricted Stock Units otherwise are due, the Employee expressly consents Director permanently will forfeit such Restricted Stock Units and any right to receive the Shares thereunder and the Restricted Stock Units will be returned to the withholding of Shares and Company at no cost to any additional cash withholding as provided for in this paragraph 9the Company.

Withholding of Taxes. When Shares are issued as payment for vested Performance SharesShares or, in the discretion of the Company, at such earlier time as the Tax Obligations (defined below) are due, the Company (or the employing SubsidiaryAffiliate) will withhold a portion of the Shares that have has an aggregate market value sufficient to pay all taxes and social insurance liability and other requirements in connection with the Shares, including, without limitation, (a) all federal, state, state and local and foreign income, social insurance, employment and any other applicable taxes that are required to be withheld by the Company or the employing Subsidiary Affiliate, (b) the Employee’s and, to the extent required by the Company (or the 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 the Shares, unless the Company, in its sole discretion, either requires or otherwise permits which the Employee has agreed to make alternate arrangements satisfactory to bear responsibility (collectively, the Company for such withholdings in advance of the arising of any withholding obligations“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 value of the Shares withheld in excess of the tax obligation Tax Obligations as a result of such rounding. Notwithstanding the foregoing, the Company (or, in respect of an Employee subject to Section 16 of the 1934 Act, the HRCC), in its sole discretion, may require the Employee to make alternate arrangements satisfactory to it for such Tax Obligations in advance of the arising of any Tax Obligations. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of any income and other taxes which 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 SubsidiaryAffiliate) 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 withholding obligations Tax Obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable SharesShares or that are due prior to the issuance of Shares under the Performance Shares award. All income and other taxes Tax Obligations related to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this awardFurther, the Employee expressly consents to the withholding of Shares and to shall be bound by any additional cash withholding as provided for requirements included in the Notice of Grant and Appendix A of this paragraph 9Agreement.

Withholding of Taxes. When The Company (or the employing Parent or Subsidiary) will withhold a portion of the Shares are issued as otherwise issuable in payment for vested Performance SharesShares 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 employing Parent or Subsidiary) will withhold with respect to the Shares (the “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 federal, state, local and foreign income, social insurance, employment and any other applicable taxes required the Minimum Withholding Amount (a “Sell to Cover”). Any Sell to Cover arrangement shall be withheld pursuant to terms specified by the Company from time to time. No fractional Shares will be withheld, sold to cover the Minimum Withholding Amount or the employing Subsidiary with respect issued pursuant to the Sharesgrant of Performance Shares and the issuance of Shares thereunder; unless determined otherwise by the Company, unless any additional withholding necessary for this reason will be done by the Company, in its sole discretion, either requires through the Grantee’s paycheck or otherwise permits through direct payment by the Employee to make alternate arrangements satisfactory Grantee to the Company for such withholdings in advance the form of cash, check or other cash equivalent. Instead of or in combination with the arising foregoing withholding methods, the Company (or the employing Parent or Subsidiary) may, in its discretion, require the Grantee to pay an amount necessary to pay the applicable taxes directly to the Company (or the employing Parent or Subsidiary) in the form of any 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 obligationsor Sell to Cover of Shares. The number In the event the withholding requirements are not satisfied through the withholding of Shares withheld pursuant or the Sell to Cover (or, through the Grantee’s paycheck or direct payment, as indicated above), no payment will be made to the prior sentence will be rounded up to the nearest whole Share, with no refund Grantee (or his or her estate) for any value of the Performance Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the CompanyAdministrator) have been made by the Employee Grantee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such Performance Shares. In addition and to the maximum extent permitted by lawBy accepting this Award, the Company (or the employing Subsidiary) has the right Grantee expressly consents to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any tax withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable SharesShares and to any cash or Share withholding or Sell to Covers as provided for in this paragraph 9. All income and other taxes related to the Performance Shares Share award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Grantee.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to the Participant, unless and until satisfactory arrangements (as determined by the CompanyCommittee) will have been made by the Employee Participant with respect to the payment of any income income, employment and other taxes which the Company determines must be withheld or collected with respect to such SharesShares so issuable. In addition The Committee, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit 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) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the maximum extent permitted by lawminimum 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 employing Subsidiary) has amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right to retain without notice from salary or other amounts payable to (but not the Employee, cash having a sufficient value obligation) to satisfy any tax withholding obligations that by reducing the number of Shares otherwise deliverable to Participant. If the Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section C or taxes are otherwise required to be withheld, the Participant will permanently forfeit such Restricted Stock Units and right to acquire any Shares with respect thereto the Restricted Stock Units will be returned to the Company determines cannot be satisfied through at no cost to the withholding of otherwise deliverable SharesCompany. All income and other taxes related to the Performance Shares award RSUs and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Participant.

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Award Agreement, no Shares will be issued or delivered to Participant, unless and until satisfactory arrangements (as determined by the CompanyAdministrator) have been made by the Employee Participant with respect to the payment of any income income, employment and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition 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 maximum extent permitted by law, 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 employing Subsidiary) has amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right to retain without notice from salary or other amounts payable to (but not the Employee, cash having a sufficient value obligation) to satisfy any tax withholding obligations that 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 tax withholding obligations are satisfied. If Participant fails to make satisfactory arrangements for the payment of any 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 obligations related to Restricted Stock Units otherwise are due, 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 determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related at no cost to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 9Company.