Common use of Amounts to Be Withheld Clause in Contracts

Amounts to Be Withheld. The number of shares of Common Stock that shall be issued to you (either directly from the Company pursuant to this Paragraph 5 or from the Restricted Stock Trust) as of a Payment Date(s) shall be (i) the number of such shares that would have been issued as of the Payment Date in the absence of this Paragraph 5(d) minus (ii) the number of whole shares of Common Stock necessary to satisfy (A) the minimum federal, state, local and foreign income tax withholding obligations that are imposed on the Company by applicable law in respect of the issuance of such award, (B) other tax withholding obligations (i.e., Social Security, Medicare and state and local unemployment taxes) that may be due under applicable law as of the Conversion Date or such other time (and that may be satisfied by the reduction effected hereby in the number of issuable shares) and, if a Deferral Election or a Re-Deferral Election is in effect, the minimum federal, state, local and foreign income tax withholding obligations imposed on the Company in respect of the income attributable to the shares issued to satisfy such other tax withholding obligations, (C) with respect to a U.S. Expatriate, the minimum federal, state and local tax withholding obligations pursuant to clauses (A) and (B) of this Paragraph 5(d) that would have been imposed on the Company as of the Payment Date(s) if the Participant were not a U.S. Expatriate, and (D) the Administrative Fee determined in accordance with Annex B, in each case, it being understood that the value of the shares referred to in clause (ii) above shall be determined, for the purposes of satisfying the obligations set forth in this Paragraph 5(d) and determining your income related to such award, on the basis of the closing market per-share price for the Common Stock as reported on the Consolidated Transaction Reporting System on the trading day immediately preceding the designated date of issuance or as otherwise determined in Paragraph 8, or on such other reasonable basis for determining fair market value as the Committee may from time to time adopt.

Amounts to Be Withheld. The number of shares of Common Stock that shall be issued to you (either directly from the Company pursuant to this Paragraph 5 or from the Restricted Stock Trust) as of a Payment Date(s) shall be (i) the number of such shares that would have been issued as of the Payment Date in the absence of this Paragraph 5(d) minus (ii) the number of whole shares of Common Stock necessary to satisfy (A) the minimum federal, state, state and local and foreign income tax withholding obligations that are imposed on the Company by applicable law in respect of the issuance of such award, (B) other tax withholding obligations (i.e.e.g., Social Security, Medicare Security and state and local unemployment taxesMedicare) that may be due from time to time under applicable law as of the Conversion Date or such other time (and that may be satisfied by the reduction effected hereby in the number of issuable shares) and, if a Deferral Election or a Re-Deferral Election is in effect, the minimum federal, state, local and foreign additional income tax withholding obligations imposed on the Company in respect of the income attributable to the shares issued to satisfy such other tax withholding obligations, wages included in income under Section 3401 of the Code and (C) with respect to a U.S. Expatriate, any administrative fees that may be imposed by the minimum federal, state and local tax withholding obligations pursuant to clauses (A) and (B) of this Paragraph 5(d) that would have been imposed on the Company as of the Payment Date(s) if the Participant were not a U.S. Expatriate, and (D) the Administrative Fee determined in accordance with Annex BCompany, in each case, it being understood that the value of the shares referred to in clause (ii) above shall be determined, for the purposes of satisfying the obligations set forth in this Paragraph 5(d) and determining your income related to such award, on the basis of the closing market average of the high and low per-share price prices for the Common Stock as reported on the Consolidated Transaction Reporting System on the trading day immediately preceding the designated date of issuance or as otherwise determined in Paragraph 8, or on such other reasonable basis for determining fair market value as the Committee may from time to time adopt. Shares of Common Stock may also be issued and withheld at the time Social Security, Medicare and other wage withholding taxes are due. Notwithstanding anything in this Paragraph 5(d) to the contrary, the number of shares described in clause (i)(A) through (i)(C) above shall not exceed the aggregate amount due for Social Security and Medicare taxes and the income tax withholding related to such amount.

Amounts to Be Withheld. The number of shares of Common Stock that shall be issued to you (either directly from the Company pursuant to this Paragraph 5 or from the Restricted Stock Trust) as of a Payment Date(s) shall be (i) the number of such shares that would have been issued as of the Payment Date in the absence of this Paragraph 5(d) minus (ii) the number of whole shares of Common Stock necessary to satisfy (A) the minimum federal, state, local and foreign income tax withholding obligations that are imposed on the Company by applicable law in respect of the issuance of such award, (B) other tax withholding obligations obligations (i.e.i. e., Social Security, Medicare and state and local unemployment taxes) that may be due under applicable law as of the Conversion Date or such other time (and that may be satisfied by the reduction effected hereby in the number of issuable shares) and, if a Deferral Election or a Re-Deferral Election is in effect, the minimum federal, state, local and foreign income tax withholding obligations imposed on the Company in respect of the income attributable to the shares issued to satisfy such other tax withholding obligations, (C) with respect to a U.S. Expatriate, the minimum federal, state and local tax withholding obligations pursuant to clauses (A) and (B) of this Paragraph 5(d) that would have been imposed on the Company as of the Payment Date(s) if the Participant were not a U.S. Expatriate, and (D) the Administrative Fee determined in accordance with Annex B, D in each case, it being understood that the value of the shares referred to in clause (ii) above shall be determined, for the purposes of satisfying the obligations set forth in this Paragraph 5(d) and determining your income related to such award, on the basis of the closing market per-share price for the Common Stock as reported on the Consolidated Transaction Reporting System on the trading day immediately preceding the designated date of issuance or as otherwise determined in Paragraph 8, or on such other reasonable basis for determining fair market value as the Committee may from time to time adopt.

Amounts to Be Withheld. The number of shares of Common Stock that shall be issued to you (either directly from the Company pursuant to this Paragraph 5 or from the Restricted Stock Trust) as of a Payment Date(s) shall be (i) the number of such shares that would have been issued as of the Payment Date in the absence of this Paragraph 5(d) minus (ii) the number of whole shares of Common Stock necessary to satisfy (A) the minimum federal, state, state and local and foreign income tax withholding obligations that are imposed on the Company by applicable law in respect of the issuance of such award, (B) other tax withholding obligations (i.e.e.g., Social Security, Medicare Security and state and local unemployment taxesMedicare) that may be due from time to time under applicable law as of the Conversion Date or such other time (and that may be satisfied by the reduction effected hereby in the number of issuable shares) and, if a Deferral Election or a Re-Deferral Election is in effect, the minimum federal, state, local and foreign additional income tax withholding obligations imposed on the Company in respect of the income attributable to the shares issued to satisfy such other tax withholding obligations, wages included in income under Section 3401 of the Code and (C) with respect to a U.S. Expatriate, any administrative fees that may be imposed by the minimum federal, state and local tax withholding obligations pursuant to clauses (A) and (B) of this Paragraph 5(d) that would have been imposed on the Company as of the Payment Date(s) if the Participant were not a U.S. Expatriate, and (D) the Administrative Fee determined in accordance with Annex BCompany, in each case, it being understood that the value of the shares referred to in clause (ii) above shall be determined, for the purposes of satisfying the obligations set forth in this Paragraph 5(d) and determining your income related to such award, on the basis of the closing market average of the high and low per-share price prices for the Common Stock as reported on the Consolidated Transaction Reporting System on the trading day immediately preceding the designated date of issuance or as otherwise determined in Paragraph 8, or on such other reasonable basis for determining fair market value as the Committee may from time to time adopt. Shares of Common Stock may also be issued and withheld at the time Social Security, Medicare and other wage withholding taxes are due. To the extent Section 409A applies, the number of shares described in clause (i)(A) through (i)(C) above shall not exceed the aggregate amount due for Social Security and Medicare taxes and the income tax withholding related to such amount.

Amounts to Be Withheld. The number of shares of Common Stock that shall be issued to you (either directly from the Company pursuant to this Paragraph 5 or from the Restricted Stock Trust) as of a Payment Date(s) shall be (i) the number of such shares that would have been issued as of the Payment Date in the absence of this Paragraph 5(d) minus (ii) the number of whole shares of Common Stock necessary to satisfy (A) the minimum federal, state, state and local and foreign income tax withholding obligations that are imposed on the Company by applicable law in respect of the issuance of such award, (B) other tax withholding obligations (i.e.e.g., Social Security, Medicare Security and state and local unemployment taxesMedicare) that may be due from time to time under applicable law as of the Conversion Date or such other time (and that may be satisfied by the reduction effected hereby in the number of issuable shares) and), and if a Deferral Election or a Re-Deferral Election is in effect, the minimum federal, state, local and foreign additional income tax withholding obligations imposed on the Company in respect of the income attributable to the shares issued to satisfy such other tax withholding obligations, wages included in income under Section 3401 of Code and (C) with respect to a U.S. Expatriate, any administrative fees that may be imposed by the minimum federal, state and local tax withholding obligations pursuant to clauses (A) and (B) of this Paragraph 5(d) that would have been imposed on the Company as of the Payment Date(s) if the Participant were not a U.S. Expatriate, and (D) the Administrative Fee determined in accordance with Annex BCompany, in each case, it being understood that the value of the shares referred to in clause (ii) above shall be determined, for the purposes of satisfying the obligations set forth in this Paragraph 5(d) and determining your income related to such award, on the basis of the closing market average of the high and low per-share price prices for the Common Stock as reported on the Consolidated Transaction Reporting System on the trading day immediately preceding the designated date of issuance or as otherwise determined in Paragraph 8, or on such other reasonable basis for determining fair market value as the Committee may from time to time adopt. Shares of Common Stock may also be issued and withheld at the time Social Security, Medicare and other wage withholding taxes are due. Notwithstanding anything in this Paragraph 5(d) to the contrary, the number of shares described in clause (i)(A) through (i)(C) above shall not exceed the aggregate amount due for Social Security and Medicare taxes and the income tax withholding related to such amount.