Common use of By Sale of Shares Clause in Contracts

By Sale of Shares. Unless the Corporation permits you to satisfy the Tax Withholding Obligation by some other means in accordance with clause (iii) below, and provided that the terms of this clause (ii) do not violate Section 13(k) of the Securities Exchange Act of 1934, as amended, your acceptance of the Restricted Stock constitutes your instruction and authorization to the Corporation (in the exercise of its sole discretion) and any brokerage firm determined acceptable to the Corporation or an Affiliate for such purpose to sell on your behalf a whole number of shares from those unrestricted shares of Stock to be delivered to you upon vesting of the shares of Restricted Stock as the Corporation or an Affiliate determines to be appropriate to generate cash proceeds sufficient to satisfy the applicable Tax Withholding Obligation. Such shares will be sold on the day such Tax Withholding Obligation arises (e.g., a vesting date) or as soon thereafter as practicable. You will be responsible for all brokers’ fees and other costs of sale, and you agree to indemnify and hold the Corporation and its Affiliates harmless from any losses, costs, damages, or expenses relating to any such sale. To the extent the proceeds of such sale exceed the Tax Withholding Obligation, the Corporation agrees to pay such excess in cash to you. You acknowledge that the Corporation or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the Tax Withholding Obligation. Accordingly, you agree to pay to the Corporation or an Affiliate as soon as practicable, including through additional payroll withholding, any amount of the Tax Withholding Obligation that is not satisfied by the sale of shares described above.

By Sale of Shares. Unless the Corporation permits you Grantee determines to satisfy the Tax Withholding Obligation by some other means in accordance with clause (iii) below, and provided that the terms Grantee’s acceptance of this clause (ii) do not violate Section 13(k) of Award constitutes the Securities Exchange Act of 1934, as amended, your acceptance of the Restricted Stock constitutes your Grantee’s instruction and authorization to the Corporation (in the exercise of its sole discretion) Company and any brokerage firm determined acceptable to the Corporation or an Affiliate Company for such purpose to sell on your the Grantee’s behalf a whole number of shares Shares from those unrestricted shares of Stock Shares issuable to be delivered to you upon vesting of the shares of Restricted Stock Grantee as the Corporation or an Affiliate Company determines to be appropriate to generate cash proceeds sufficient to satisfy the minimum applicable Tax Withholding Obligation. Such shares Shares will be sold on the day such Tax Withholding Obligation arises (e.g., a vesting date) or as soon thereafter as practicable. You The Grantee will be responsible for all brokers’ broker’s fees and other costs of sale, and you agree the Grantee agrees to indemnify and hold the Corporation and its Affiliates Company harmless from any losses, costs, damages, or expenses relating to any such sale. To the extent the proceeds of such sale exceed the Grantee’s minimum Tax Withholding Obligation, the Corporation Company agrees to pay such excess in cash to youthe Grantee. You acknowledge The Grantee acknowledges that the Corporation Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the Grantee’s minimum Tax Withholding Obligation. Accordingly, you agree the Grantee agrees to pay to the Corporation Company or an Affiliate any Related Entity as soon as practicable, including through additional payroll withholding, any amount of the Tax Withholding Obligation that is not satisfied by the sale of shares Shares described above.

By Sale of Shares. Unless the Corporation permits you choose to satisfy the Tax Withholding Obligation Tax-Related Items by some other means in accordance with clause (iiiii) below, and provided that the terms of this clause (ii) do not violate Section 13(k) of the Securities Exchange Act of 1934, as amended, your acceptance of the Restricted Stock this Award constitutes your instruction and authorization to the Corporation (in Company and the exercise of its sole discretion) and any brokerage firm determined acceptable to the Corporation or an Affiliate for such purpose Designated Broker to sell on your behalf a whole number of shares Shares from those unrestricted shares of Stock to be delivered Shares issued to you upon vesting of the shares of Restricted Stock as the Corporation or an Affiliate Company determines to be appropriate to generate cash proceeds sufficient to satisfy the applicable Tax Withholding Obligationyour obligation for Tax-Related Items. Such shares Shares will be sold on the day such Tax Withholding Obligation arises of the event giving rise to the Tax-Related Items (e.g., a vesting dateVest Date) or as soon thereafter as practicable. You will be responsible for all brokers’ broker's fees and other costs of sale, and you agree to indemnify and hold the Corporation and its Affiliates Company harmless from any losses, costs, damages, or expenses relating to any such sale. To The number of Shares sold may be determined by considering any applicable withholding rates, including maximum applicable rates, and to the extent the proceeds of such sale exceed the Tax Withholding Obligationyour obligation for Tax-Related Items, the Corporation Company agrees to pay such excess in cash to youyou through payroll or otherwise as soon as practicable and you acknowledge that you have no entitlement to the equivalent in Shares. You further acknowledge that the Corporation Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the Tax Withholding Obligationyour obligation for Tax-Related Items. Accordingly, you agree to pay to the Corporation Company or an Affiliate any of its Subsidiaries including the Employer as soon as practicable, including through additional payroll withholding, any amount of the Tax Withholding Obligation -Related Items that is not satisfied by the sale of shares Shares described above.

By Sale of Shares. Unless the Corporation permits you to satisfy the Tax Withholding Obligation by some other means in accordance with clause (iii) below, and provided that the terms Your acceptance of this clause (ii) do not violate Section 13(k) of the Securities Exchange Act of 1934, as amended, your acceptance of the Restricted Stock Agreement constitutes your instruction and authorization to the Corporation (in the exercise of its sole discretion) Company and any brokerage firm determined acceptable to the Corporation or an Affiliate Company for such purpose to sell on your behalf a whole number of shares from those unrestricted shares of Stock to be delivered Shares issuable to you upon vesting of the shares of Restricted Stock as the Corporation or an Affiliate Company determines to be appropriate to generate cash proceeds sufficient to satisfy the applicable Tax Withholding Obligation. Such shares will be sold on the day such Tax Withholding Obligation arises (e.g., a vesting date) Taxable Date or as soon thereafter as practicable. You will be responsible for all brokers’ ' fees and other costs of sale, which fees and costs may be deducted from the proceeds of the foregoing sale of Shares, and you agree to indemnify and hold the Corporation Company and its Affiliates any brokerage firm selling such Shares harmless from any losses, costs, damages, or expenses relating to any such sale. To the extent the proceeds of such sale exceed the your Tax Withholding Obligation, the Corporation agrees to pay such excess in cash to youwill be deposited into the securities account established with the brokerage service provider for the settlement of your Vested Restricted Stock Units. You Such Shares will be sold through the broker at market prices; however the price you receive will reflect a weighted average sales price based on the sales price of Shares on behalf of you and others for whom the designated broker may be selling shares on the relevant day(s), and you acknowledge that the Corporation Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the your Tax Withholding Obligation. Accordingly, you agree to pay to the Corporation or an Affiliate Company as soon as practicable, including through additional payroll withholding, any amount of the Tax Withholding Obligation that is not satisfied by the sale of shares described above. UNLESS OTHERWISE AUTHORIZED BY THE COMMITTEE IN ITS SOLE DISCRETION, THE SALE OF SHARES WILL BE THE PRIMARY METHOD USED BY THE COMPANY TO SATISFY THE APPLICABLE TAX WITHHOLDING OBLIGATION, and accordingly you represent and warrant to the Company as follows: A. You are accepting this Agreement during a permitted trading period, and at the time of accepting this Agreement you are not aware of any Material Nonpublic Information (as defined in the Company's Corporate Legal Xxxxxxx Xxxxxxx and Tipping Policy) concerning the Company. B. You will not exercise any subsequent influence over the amount of Shares to be sold hereunder to generate funds for the Tax Withholding Obligation or the price, date or time of such sale. C. You are entering into this Agreement in good faith and have a bona fide intention to carry out the terms of this Agreement, and you will not enter into or alter a corresponding or hedging transaction or position with respect to the Shares.

By Sale of Shares. Unless the Corporation permits you to satisfy the Tax Withholding Obligation by some other means in accordance with clause (iii) below, and provided that the terms Your acceptance of this clause (ii) do not violate Section 13(k) of the Securities Exchange Act of 1934, as amended, your acceptance of the Restricted Stock Agreement constitutes your instruction and authorization to the Corporation (in the exercise of its sole discretion) Company and any brokerage firm determined acceptable to the Corporation or an Affiliate Company for such purpose to sell on your behalf a whole number of shares from those unrestricted shares of Stock to be delivered Shares issuable to you upon vesting of the shares of Restricted Stock as the Corporation or an Affiliate Company determines to be appropriate to generate cash proceeds sufficient to satisfy the applicable Tax Withholding Obligation. Such shares will be sold on the day such Tax Withholding Obligation arises (e.g., a vesting date) Taxable Date or as soon thereafter as practicable. You will be responsible for all brokers’ fees and other costs of sale, which fees and costs may be deducted from the proceeds of the foregoing sale of Shares, and you agree to indemnify and hold the Corporation Company and its Affiliates any brokerage firm selling such Shares harmless from any losses, costs, damages, or expenses relating to any such sale. To the extent the proceeds of such sale exceed the your Tax Withholding Obligation, the Corporation agrees to pay such excess in cash to youwill be deposited into the securities account established with the brokerage service provider for the settlement of your Vested Performance Units. You Such Shares will be sold through the broker at market prices; however the price you receive will reflect a weighted average sales price based on the sales price of Shares on behalf of you and others for whom the designated broker may be selling shares on the relevant day(s), and you acknowledge that the Corporation Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the your Tax Withholding Obligation. Accordingly, you agree to pay to the Corporation or an Affiliate Company as soon as practicable, including through additional payroll withholding, any amount of the Tax Withholding Obligation that is not satisfied by the sale of shares described above. Unless otherwise authorized by the Committee in its sole discretion, the sale of shares will be the primary method used by the Company to satisfy the applicable Tax Withholding Obligation, and accordingly you represent and warrant to the Company as follows: A. You are accepting this Agreement during a permitted trading period, and at the time of accepting this Agreement you are not aware of any Material Nonpublic Information (as defined in the Company’s Corporate Legal Ixxxxxx Xxxxxxx and Tipping Policy) concerning the Company. B. You will not exercise any subsequent influence over the amount of Shares to be sold hereunder to generate funds for the Tax Withholding Obligation or the price, date or time of such sale. C. You are entering into this Agreement in good faith and have a bona fide intention to carry out the terms of this Agreement, and you will not enter into or alter a corresponding or hedging transaction or position with respect to the Shares.

By Sale of Shares. Unless the Corporation permits you Grantee determines to satisfy the Tax Withholding Obligation by some other means in accordance with clause (iii) below, and provided that the terms Grantee’s acceptance of this clause (ii) do not violate Section 13(k) of Award constitutes the Securities Exchange Act of 1934, as amended, your acceptance of the Restricted Stock constitutes your Grantee’s instruction and authorization to the Corporation (in the exercise of its sole discretion) Company and any brokerage firm determined acceptable to the Corporation or an Affiliate Company for such purpose to to, upon the exercise of Company’s sole discretion, sell on your the Grantee’s behalf a whole number of shares Shares from those unrestricted shares of Stock Shares issuable to be delivered to you upon vesting of the shares of Restricted Stock Grantee as the Corporation or an Affiliate Company determines to be appropriate to generate cash proceeds sufficient to satisfy the minimum applicable Tax Withholding Obligation. Such shares Shares will be sold on the day such Tax Withholding Obligation arises (e.g., a vesting date) or as soon thereafter as practicable. You The Grantee will be responsible for all brokers’ broker’s fees and other costs of sale, and you agree the Grantee agrees to indemnify and hold the Corporation and its Affiliates Company harmless from any losses, costs, damages, or expenses relating to any such sale. To the extent the proceeds of such sale exceed the Grantee’s minimum Tax Withholding Obligation, the Corporation Company agrees to pay such excess in cash to youthe Grantee. You acknowledge The Grantee acknowledges that the Corporation Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the Grantee’s minimum Tax Withholding Obligation. Accordingly, you agree the Grantee agrees to pay to the Corporation Company or an Affiliate any Related Entity as soon as practicable, including through additional payroll withholding, any amount of the Tax Withholding Obligation that is not satisfied by the sale of shares Shares described above.

By Sale of Shares. Unless the Corporation permits you Employee determines (or is required) to satisfy the Tax Withholding Obligation tax withholding obligations by some other means in accordance with clause (iiiSection 2(d)(i)(2) below, and provided that the terms of this clause (ii) do not violate Section 13(k) of the Securities Exchange Act of 1934, as amended, your Employee’s acceptance of the Restricted Stock Units constitutes your the Employee’s instruction and authorization to the Corporation (in the exercise of its sole discretion) Company and any brokerage firm determined acceptable to the Corporation or an Affiliate Company for such purpose to sell on your the Employee’s behalf a whole number of shares Common Shares from those unrestricted shares of Stock Common Shares issuable to be delivered to you the Employee upon vesting of the shares of Restricted Stock Units as the Corporation or an Affiliate Company determines to be appropriate to generate cash proceeds sufficient to satisfy the minimum amount of any and all applicable Tax Withholding Obligationtax withholding obligations. Such shares Common Shares will be sold on the day such Tax Withholding Obligation tax withholding obligation arises (e.g., a vesting datedate of the Units) or as soon thereafter as practicable. You The Employee will be responsible for all *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. brokers’ fees and other costs of sale, and you agree the Employee agrees to indemnify and hold the Corporation Company and its Affiliates affiliates harmless from any losses, costs, damages, or expenses relating to any such sale. To the extent the proceeds of such sale exceed the Tax Withholding ObligationEmployee’s minimum tax withholding obligations, it is the Corporation agrees to pay Company’s expectation that such excess in cash shall be credited to youthe brokerage account established on behalf of the Employee to effect such sale of Common Shares. You acknowledge The Employee acknowledges that the Corporation Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the Tax Withholding ObligationEmployee’s minimum tax withholding obligations. Accordingly, you agree the Employee agrees to pay to the Corporation Company or an Affiliate any affiliate as soon as practicable, including through additional payroll withholding, any amount of the Tax Withholding Obligation tax withholding obligation that is not satisfied by the sale of shares Common Shares described above. The Employee further acknowledges that he or she may not use the method described in this Section 2(d)(i)(1) to satisfy the tax withholding obligation if he or she has not entered into and maintained effective at all times a 10b5-1 trading plan satisfactory to the Company.

By Sale of Shares. Unless the Corporation permits you Grantee determines to satisfy the Tax Withholding Obligation by some other means in accordance with clause (iii) below, and provided that the terms Grantee’s acceptance of this clause (ii) do not violate Section 13(k) of Award constitutes the Securities Exchange Act of 1934, as amended, your acceptance of the Restricted Stock constitutes your Grantee’s instruction and authorization to the Corporation (in the exercise of its sole discretion) Company and any brokerage firm determined acceptable to the Corporation or an Affiliate Company for such purpose to to, upon the exercise of Company’s sole discretion, sell on your the Grantee’s behalf a whole number of shares Shares from those unrestricted shares of Stock Shares issuable to be delivered to you upon vesting of the shares of Restricted Stock Grantee as the Corporation or an Affiliate Company determines to be appropriate to generate cash proceeds sufficient to satisfy the minimum applicable Tax Withholding Obligation. Such shares Shares will be sold on the day following the date on which such Tax Withholding Obligation arises (e.g., a vesting date) or as soon thereafter as practicable. You The Grantee will be responsible for all brokers’ broker’s fees and other costs of sale, and you agree the Grantee agrees to indemnify and hold the Corporation and its Affiliates Company harmless from any losses, costs, damages, or expenses relating to any such sale. To the extent the proceeds of such sale exceed the Grantee’s minimum Tax Withholding Obligation, the Corporation Company agrees to pay such excess in cash to youthe Grantee. You acknowledge The Grantee acknowledges that the Corporation Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the Grantee’s minimum Tax Withholding Obligation. Accordingly, you agree the Grantee agrees to pay to the Corporation Company or an Affiliate any Related Entity as soon as practicable, including through additional payroll withholding, any amount of the Tax Withholding Obligation that is not satisfied by the sale of shares Shares described above.

By Sale of Shares. Unless the Corporation permits you Employee determines (or is required) to satisfy the Tax Withholding Obligation tax withholding obligations by some other means in accordance with clause (iiiSection 2(d)(i)(2) below, and provided that the terms of this clause (ii) do not violate Section 13(k) of the Securities Exchange Act of 1934, as amended, your Employee’s acceptance of the Restricted Stock Units constitutes your the Employee’s instruction and authorization to the Corporation (in the exercise of its sole discretion) Company and any brokerage firm determined acceptable to the Corporation or an Affiliate Company for such purpose to sell on your the Employee’s behalf a whole number of shares Common Shares from those unrestricted shares of Stock Common Shares issuable to be delivered to you the Employee upon vesting of the shares of Restricted Stock Units as the Corporation or an Affiliate Company determines to be appropriate to generate cash proceeds sufficient to satisfy the minimum amount of any and all applicable Tax Withholding Obligationtax withholding obligations. Such shares Common Shares will be sold on the day such Tax Withholding Obligation tax withholding obligation arises (e.g., a vesting datedate of the Units) or as soon thereafter as practicable. You The Employee will be responsible for all brokers’ fees and other costs of sale, and you agree the Employee agrees to indemnify and hold the Corporation Company and its Affiliates affiliates harmless from any losses, costs, damages, or expenses relating to any such sale. To the extent the proceeds of such sale exceed the Tax Withholding ObligationEmployee’s minimum tax withholding obligations, it is the Corporation agrees to pay Company’s expectation that such excess in cash shall be credited to youthe brokerage account established on behalf of the Employee to effect such sale of Common Shares. You acknowledge The Employee acknowledges that the Corporation Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the Tax Withholding ObligationEmployee’s minimum tax withholding obligations. Accordingly, you agree the Employee agrees to pay to the Corporation Company or an Affiliate any affiliate as soon as practicable, including through additional payroll withholding, any amount of the Tax Withholding Obligation tax withholding obligation that is not satisfied by the sale of shares Common Shares described above. The Employee further acknowledges that he or she may not use the method described in this Section 2(d)(i)(1) to satisfy the tax withholding obligation if he or she has not entered into and maintained effective at all times a 10b5-1 trading plan satisfactory to the Company.

By Sale of Shares. Unless the Corporation permits you Grantee determines to satisfy the Tax Withholding Obligation by some other means in accordance with clause (iii) below, and provided that the terms Grantee’s acceptance of this clause (ii) do not violate Section 13(k) of Award constitutes the Securities Exchange Act of 1934, as amended, your acceptance of the Restricted Stock constitutes your Grantee’s instruction and authorization to the Corporation (in the exercise of its sole discretion) and any brokerage firm determined acceptable to the Corporation Connetics or an Affiliate for such purpose Broker to sell on your the Grantee’s behalf a whole number of shares Shares from those unrestricted shares of Stock Shares issuable to be delivered to you upon vesting of the shares of Restricted Stock Grantee as the Corporation or an Affiliate Connetics determines to be appropriate to generate cash proceeds sufficient to satisfy the minimum applicable Tax Withholding Obligation. Such shares Shares will be sold on the day such Tax Withholding Obligation arises (e.g., a vesting date) or as soon thereafter after that day as practicable. You The Grantee agrees to execute and deliver any documents, instruments, or certificates that Connetics or the Broker may require in connection with the sale of Shares pursuant to this Section. The Grantee will be responsible for all brokers’ Broker’s fees and other costs of sale, and you agree the Grantee agrees to indemnify and hold the Corporation and its Affiliates Connetics harmless from any losses, costs, damages, or expenses relating to any such sale. To the extent the proceeds of such sale exceed the Grantee’s minimum Tax Withholding Obligation, the Corporation Company agrees to pay such the excess amount in cash to youthe Grantee. You acknowledge The Grantee acknowledges that the Corporation Connetics or its designee is under no obligation to arrange for such sale to sell any Shares at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the Grantee’s minimum Tax Withholding Obligation. Accordingly, you agree the Grantee agrees to pay to the Corporation Connetics or an Affiliate its Parent or Subsidiary as soon as practicable, including through additional payroll withholding, any amount of the Tax Withholding Obligation that is not satisfied by the sale of shares Shares described above.

By Sale of Shares. Unless the Corporation permits you Participant determines to satisfy the Tax Withholding Obligation by some other means in accordance with clause (iii) below, and provided that the terms Participant’s acceptance of this clause (ii) do not violate Section 13(k) of Agreement constitutes the Securities Exchange Act of 1934, as amended, your acceptance of the Restricted Stock constitutes your Participant’s instruction and authorization to the Corporation (in the exercise of its sole discretion) Company and any brokerage firm determined acceptable to the Corporation or an Affiliate Company for such purpose to sell on your the Participant’s behalf a whole number of shares Shares from those unrestricted shares of Stock Shares issuable to be delivered to you upon vesting of the shares of Restricted Stock Participant as the Corporation or an Affiliate Company determines to be appropriate to generate cash proceeds sufficient to satisfy the minimum applicable Tax Withholding Obligation. Such shares Shares will be sold on the day such Tax Withholding Obligation arises (e.g., a vesting date) or as soon thereafter as practicable. You The Participant will be responsible for all brokers’ broker’s fees and other costs of sale, and you agree the Participant agrees to indemnify and hold the Corporation and its Affiliates Company harmless from any losses, costs, damages, or expenses relating to any such sale. To the extent the proceeds of such sale exceed the Participant’s minimum Tax Withholding Obligation, the Corporation Company agrees to pay such excess in cash to youthe Participant. You acknowledge The Participant acknowledges that the Corporation Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the Participant’s minimum Tax Withholding Obligation. Accordingly, you agree the Participant agrees to pay to the Corporation Company or an any Affiliate as soon as practicable, including through additional payroll withholding, any amount of the Tax Withholding Obligation that is not satisfied by the sale of shares Shares described above.

By Sale of Shares. Unless the Corporation permits you Participant determines to satisfy the Tax Withholding Obligation by some other means in accordance with clause (iii) below, and provided that the terms of this clause (ii) do not violate Section 13(k) of the Securities Exchange Act of 1934, as amended, your Participant's acceptance of the Restricted Stock Award constitutes your Participant's instruction and authorization to the Corporation (in the exercise of its sole discretion) Company and any brokerage firm determined acceptable to the Corporation or an Affiliate Company for such purpose to sell on your Participant's behalf a whole number of shares from those unrestricted shares of Stock issuable to be delivered to you upon vesting of the shares of Restricted Stock Participant as the Corporation or an Affiliate Company determines to be appropriate to generate cash proceeds sufficient to satisfy the minimum applicable Tax Withholding Obligation. Such shares will be sold on the day such Tax Withholding Obligation arises (e.g., a vesting date) or as soon thereafter as practicable. You Participant will be responsible for all brokers’ broker's fees and other costs of sale, and you agree Participant agrees to indemnify and hold the Corporation and its Affiliates Company harmless from any losses, costs, damages, or expenses relating to any such sale. To the extent the proceeds of such sale exceed the Participant's minimum Tax Withholding Obligation, the Corporation Company agrees to pay such excess in cash to youParticipant. You acknowledge Participant acknowledges that the Corporation Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the Participant's minimum Tax Withholding Obligation. Accordingly, you agree Participant agrees to pay to the Corporation Company or an Affiliate any of its Subsidiaries as soon as practicable, including through additional payroll withholding, any amount of the minimum Tax Withholding Obligation that is not satisfied by the sale of shares described above.

By Sale of Shares. Unless the Corporation permits you Participant determines to satisfy the Tax Withholding Obligation by some other means in accordance with clause (iii) below, and provided that the terms of this clause (ii) do not violate Section 13(k) of the Securities Exchange Act of 1934, as amended, your Participant's acceptance of the Restricted Stock awarded constitutes your Participant's instruction and authorization to the Corporation (in the exercise of its sole discretion) Company and any brokerage firm determined acceptable to the Corporation or an Affiliate Company for such purpose to sell on your Participant's behalf a whole number of shares from those unrestricted shares of Stock issuable to be delivered to you upon vesting of the shares of Restricted Stock Participant as the Corporation or an Affiliate Company determines to be appropriate to generate cash proceeds sufficient to satisfy the minimum applicable Tax Withholding Obligation. Such shares will be sold on the day such Tax Withholding Obligation arises (e.g., a vesting date) or as soon thereafter as practicable. You Participant will be responsible for all brokers’ broker's fees and other costs of sale, and you agree Participant agrees to indemnify and hold the Corporation and its Affiliates Company harmless from any losses, costs, damages, or expenses relating to any such sale. To the extent the proceeds of such sale exceed the Participant's minimum Tax Withholding Obligation, the Corporation Company agrees to pay such excess in cash to youParticipant. You acknowledge Participant acknowledges that the Corporation Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the Participant's minimum Tax Withholding Obligation. Accordingly, you agree Participant agrees to pay to the Corporation Company or an Affiliate any of its Subsidiaries as soon as practicable, including through additional payroll withholding, any amount of the minimum Tax Withholding Obligation that is not satisfied by the sale of shares described above.

By Sale of Shares. Unless the Corporation permits you Grantee chooses to satisfy the Tax Withholding Obligation by some other means in accordance with clause (iiiii) below, and provided that the terms Grantee’s acceptance of this clause (ii) do not violate Section 13(k) of the Securities Exchange Act of 1934, as amended, your acceptance of the Restricted Stock Award constitutes your Grantee’s instruction and authorization to the Corporation (in the exercise of its sole discretion) Company and any brokerage firm determined acceptable to the Corporation or an Affiliate Company for such purpose to withhold or sell on your Grantee’s behalf a whole number of shares Shares from those unrestricted shares of Stock Shares issuable to be delivered to you upon vesting of the shares of Restricted Stock Grantee as the Corporation or an Affiliate Company determines to be appropriate to generate cash proceeds sufficient to satisfy the applicable Tax Withholding Obligation. Such shares Shares will be sold on the day such Tax the tax Withholding Obligation arises (e.g., a vesting date) or as soon thereafter as practicable. You Grantee will be responsible for all brokers’ broker's fees and other costs of sale, and you agree Grantee agrees to indemnify and hold the Corporation Company and its Affiliates subsidiaries and affiliates harmless from any losses, costs, damages, or expenses relating to any such sale. To the extent the proceeds of such sale exceed the Grantee’s Tax Withholding Obligation, the Corporation Company agrees to pay such excess in cash to youGrantee through payroll or otherwise as soon as practicable. You acknowledge Grantee acknowledges that the Corporation Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the Grantee’s Tax Withholding Obligation. Accordingly, you agree Grantee agrees to pay to the Corporation Company or an Affiliate any of its subsidiaries or affiliates as soon as practicable, including through additional payroll withholding, any amount of the Tax Withholding Obligation that is not satisfied by the sale of shares Shares described above.

By Sale of Shares. Unless the Corporation permits you Grantee determines (or is required) to satisfy the Tax Withholding Obligation by some other means in accordance with clause (iiiii) below, and provided that the terms Grantee’s acceptance of this clause (ii) do not violate Section 13(k) of Award constitutes the Securities Exchange Act of 1934, as amended, your acceptance of the Restricted Stock constitutes your Grantee’s instruction and authorization to the Corporation (in the exercise of its sole discretion) Company and any brokerage firm determined acceptable to the Corporation or an Affiliate Company for such purpose to sell on your the Grantee’s behalf a whole number of shares Shares from those unrestricted shares of Stock Shares issuable to be delivered to you upon vesting of the shares of Restricted Stock Grantee as the Corporation or an Affiliate Company determines to be appropriate to generate cash proceeds sufficient to satisfy the minimum applicable Tax Withholding Obligation. Such shares Shares will be sold on the day such Tax Withholding Obligation arises (e.g., a vesting date) or as soon thereafter as practicable. You The Grantee will be responsible for all brokers’ fees and other costs of sale, and you agree the Grantee agrees to indemnify and hold the Corporation and its Affiliates Company harmless from any losses, costs, damages, or expenses relating to any such sale. To the extent the proceeds of such sale exceed the Grantee’s minimum Tax Withholding Obligation, the Corporation Company agrees to pay such excess in cash to youthe Grantee. You acknowledge The Grantee acknowledges that the Corporation Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the Grantee’s minimum Tax Withholding Obligation. Accordingly, you agree the Grantee agrees to pay to the Corporation Company or an any Affiliate as soon as practicable, including through additional payroll withholding, any amount of the Tax Withholding Obligation that is not satisfied by the sale of shares Shares described above.

By Sale of Shares. Unless the Corporation permits you Grantee chooses to satisfy the Tax Withholding Obligation by some other means in accordance with clause (iiiii) below, and provided that the terms Grantee’s acceptance of this clause (ii) do not violate Section 13(k) of the Securities Exchange Act of 1934, as amended, your acceptance of the Restricted Stock Award constitutes your Grantee’s instruction and authorization to the Corporation (in the exercise of its sole discretion) Company and any brokerage firm determined acceptable to the Corporation or an Affiliate Company for such purpose to withhold or sell on your Grantee’s behalf a whole number of shares Shares from those unrestricted shares of Stock Shares issuable to be delivered to you upon vesting of the shares of Restricted Stock Grantee as the Corporation or an Affiliate Company determines to be appropriate to generate cash proceeds sufficient to satisfy the applicable Tax Withholding Obligation. Such shares Shares will be sold on the day such Tax the tax Withholding Obligation arises (e.g., a vesting dateVesting Date) or as soon thereafter as practicable. You Grantee will be responsible for all brokers’ broker’s fees and other costs of sale, and you agree Grantee agrees to indemnify and hold the Corporation Company and its Affiliates subsidiaries and affiliates harmless from any losses, costs, damages, or expenses relating to any such sale. To the extent the proceeds of such sale exceed the Grantee’s Tax Withholding Obligation, the Corporation Company agrees to pay such excess in cash to youGrantee through payroll or otherwise as soon as practicable. You acknowledge Grantee acknowledges that the Corporation Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the Grantee’s Tax Withholding Obligation. Accordingly, you agree Grantee agrees to pay to the Corporation Company or an Affiliate any of its subsidiaries or affiliates as soon as practicable, including through additional payroll withholding, any amount of the Tax Withholding Obligation that is not satisfied by the sale of shares Shares described above.

By Sale of Shares. Unless the Corporation permits you choose to satisfy the Tax Withholding Obligation Tax-Related Items by some other means in accordance with clause (iiiii) below, and provided that the terms of this clause (ii) do not violate Section 13(k) of the Securities Exchange Act of 1934, as amended, your acceptance of the Restricted Stock this Award constitutes your instruction and authorization to the Corporation (in Company and the exercise of its sole discretion) and any brokerage firm determined acceptable to the Corporation or an Affiliate for such purpose Designated Broker to sell on your behalf a whole number of shares Shares from those unrestricted shares of Stock to be delivered Shares issued to you upon vesting of the shares of Restricted Stock as the Corporation or an Affiliate Company determines to be appropriate to generate cash proceeds sufficient to satisfy the applicable Tax Withholding Obligationyour obligation for Tax-Related Items. Such shares Shares will be sold on the day such Tax Withholding Obligation arises of the event giving rise to the Tax-Related Items (e.g., a vesting dateVest Date) or as soon thereafter as practicable. You will be responsible for all brokers’ broker's fees and other costs of sale, and you agree to indemnify and hold the Corporation and its Affiliates Company harmless from any losses, costs, damages, or expenses relating to any such sale. To The number of Shares sold may be determined by considering any applicable withholding rates, including maximum applicable rates, and to the extent the proceeds of such sale exceed the Tax Withholding Obligationyour obligation for Tax-Related Items, the Corporation Company agrees to pay such excess in cash to youyou through payroll or otherwise as soon as practicable and you acknowledge that you have no entitlement to the equivalent in Shares. You further acknowledge that the Corporation Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the Tax Withholding Obligationyour obligation for Tax-Related Items. Accordingly, you agree to pay to the Corporation Company or an Affiliate any of its Subsidiaries including the Employer as soon as practicable, including through additional payroll withholding, any amount of the Tax Withholding Obligation Related Items that is not satisfied by the sale of shares Shares described above.

By Sale of Shares. Unless the Corporation permits you to satisfy the Tax Withholding Obligation by some other means in accordance with clause (iii) below, and provided that the terms Your acceptance of this clause (ii) do not violate Section 13(k) of the Securities Exchange Act of 1934, as amended, your acceptance of the Restricted Stock Agreement constitutes your instruction and authorization to the Corporation (in the exercise of its sole discretion) Company and any brokerage firm determined acceptable to the Corporation or an Affiliate Company for such purpose to sell on your behalf a whole number of shares from those unrestricted shares of Stock to be delivered Shares issuable to you upon vesting of the shares of Restricted Stock as the Corporation or an Affiliate Company determines to be appropriate to generate cash proceeds sufficient to satisfy the applicable Tax Withholding Obligation, and to transfer the proceeds from the sale of such Shares from your securities account established with the brokerage service provider for the settlement of your Vested Performance Units to any account held in the name of the Company. Such shares will be sold on the day such Tax Withholding Obligation arises (e.g., a vesting date) Taxable Date or as soon thereafter as practicable. You will be responsible for all brokers’ fees and other costs of sale, which fees and costs may be deducted from the proceeds of the foregoing sale of Shares, and you agree to indemnify and hold the Corporation Company and its Affiliates any brokerage firm selling such Shares harmless from any losses, costs, damages, or expenses relating to any such sale. To the extent the proceeds of such sale exceed the your Tax Withholding Obligation, the Corporation agrees to pay such excess in cash to youwill be deposited into the securities account established with the brokerage service provider for the settlement of your Vested Performance Units. You Such Shares will be sold through the broker at market prices; however the price you receive will reflect a weighted average sales price based on the sales price of Shares on behalf of you and others for whom the designated broker may be selling shares on the relevant day(s), and you acknowledge that the Corporation Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the your Tax Withholding Obligation. Accordingly, you agree to pay to the Corporation or an Affiliate Company as soon as practicable, including through additional payroll withholding, any amount of the Tax Withholding Obligation that is not satisfied by the sale of shares described above.. Unless otherwise authorized by the Administrator in its sole discretion, the sale of shares will be the primary method used by the Company to satisfy the applicable Tax Withholding Obligation, and accordingly you represent and warrant to the Company as follows:

By Sale of Shares. Unless the Corporation permits you Grantee determines to satisfy the Tax Withholding Obligation by some other means in accordance with clause (iii) below, and provided that the terms Grantee's acceptance of this clause (ii) do not violate Section 13(k) of Award constitutes the Securities Exchange Act of 1934, as amended, your acceptance of the Restricted Stock constitutes your Grantee's instruction and authorization to the Corporation (in the exercise of its sole discretion) Company and any brokerage firm determined acceptable to the Corporation or an Affiliate Company for such purpose to sell on your the Grantee's behalf a whole number of shares Shares from those unrestricted shares of Stock Shares issuable to be delivered to you upon vesting of the shares of Restricted Stock Grantee as the Corporation or an Affiliate Company determines to be appropriate to generate cash proceeds sufficient to satisfy the minimum applicable Tax Withholding Obligation. Such shares Shares will be sold on the day such Tax Withholding Obligation arises (e.g., a vesting Vesting date) or as soon thereafter as practicable. You The Grantee will be responsible for all brokers’ broker's fees and other costs of sale, and you agree the Grantee agrees to indemnify and hold the Corporation and its Affiliates Company harmless from any losses, costs, damages, or expenses relating to any such sale. To the extent the proceeds of such sale exceed the Xxxxxxx's minimum Tax Withholding Obligation, the Corporation Company agrees to pay such excess in cash to youthe Grantee. You acknowledge The Grantee acknowledges that the Corporation Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the Grantee's minimum Tax Withholding Obligation. Accordingly, you agree the Grantee agrees to pay to the Corporation Company or an Affiliate any Related Entity as soon as practicable, including through additional payroll withholding, any amount of the Tax Withholding Obligation that is not satisfied by the sale of shares Shares described above.

By Sale of Shares. Unless the Corporation permits you to satisfy the Tax Withholding Obligation by some other means in accordance with clause (iii) below, and provided that the terms of this clause (ii) do not violate Section 13(k) of the Securities Exchange Act of 1934, as amended, your acceptance of the Restricted Stock constitutes your instruction and authorization to the Corporation (in the exercise of its sole discretion) and any brokerage firm determined acceptable to the Corporation or an Affiliate for such purpose to sell on your behalf a whole number of shares from those unrestricted shares of Stock to be delivered to you upon vesting of the shares of Restricted Stock as the Corporation or an Affiliate determines to be appropriate to generate cash proceeds sufficient to satisfy the applicable Tax Withholding Obligation. Such shares will be sold on the day such Tax Withholding Obligation arises (e.g., a vesting date) or as soon thereafter as practicable. You will be responsible for all brokers’ fees and other costs of sale, and you agree to indemnify and hold the Corporation and its Affiliates harmless from any losses, costs, damages, or expenses relating to any such sale. To the extent the proceeds of such sale exceed the Tax Withholding Obligation, the Corporation agrees to pay such excess in cash to you. You acknowledge that the Corporation or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the Tax Withholding Obligation. Accordingly, you agree to pay to the Corporation or an Affiliate as soon as practicable, including through additional payroll withholding, any amount of the Tax Withholding Obligation that is not satisfied by the sale of shares described above.you

By Sale of Shares. Unless the Corporation permits you to satisfy the Tax Withholding Obligation by some other means in accordance with clause (iii) below, and provided that the terms Your acceptance of this clause (ii) do not violate Section 13(k) of the Securities Exchange Act of 1934, as amended, your acceptance of the Restricted Stock Agreement constitutes your instruction and authorization to the Corporation (in the exercise of its sole discretion) Company and any brokerage firm determined acceptable to the Corporation or an Affiliate Company for such purpose to sell on your behalf a whole number of shares from those unrestricted shares of Stock to be delivered Shares issuable to you upon vesting of the shares of Restricted Stock as the Corporation or an Affiliate Company determines to be appropriate to generate cash proceeds sufficient to satisfy the applicable Tax Withholding Obligation, and to transfer the proceeds from the sale of such Shares from your securities account established with the brokerage service provider for the settlement of your Earned Units to any account held in the name of the Company. Such shares Shares will be sold on the day such Tax Withholding Obligation arises (e.g., a vesting date) Taxable Date or as soon thereafter as practicable. You will be responsible for all brokers’ fees and other costs of sale, which fees and costs may be deducted from the proceeds of the foregoing sale of Shares, and you agree to indemnify and hold the Corporation Company and its Affiliates any brokerage firm selling such Shares harmless from any losses, costs, damages, or expenses relating to any such sale. To the extent the proceeds of such sale exceed the your Tax Withholding Obligation, the Corporation agrees to pay such excess in cash to youwill be deposited into the securities account established with the brokerage service provider for the settlement of your Earned Units. You Such Shares will be sold through the broker at market prices; however the price you receive will reflect a weighted average sales price based on the sales price of Shares on behalf of you and others for whom the designated broker may be selling shares on the relevant day(s), and you acknowledge that the Corporation Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the your Tax Withholding Obligation. Accordingly, you agree to pay to the Corporation or an Affiliate as soon as practicable, including through additional payroll withholding, any amount of the Tax Withholding Obligation that is not satisfied by the sale of shares described aboveWithholding.

By Sale of Shares. Unless the Corporation permits you choose to satisfy the Tax Withholding Obligation Tax-Related Items by some other means in accordance with clause (iiiii) below, and provided that the terms of this clause (ii) do not violate Section 13(k) of the Securities Exchange Act of 1934, as amended, your acceptance of the Restricted Stock this Award constitutes your instruction and authorization to the Corporation (in Company and the exercise of its sole discretion) and any brokerage firm determined acceptable to the Corporation or an Affiliate for such purpose Designated Broker to sell on your behalf a whole number of shares Shares from those unrestricted shares of Stock to be delivered Shares issued to you upon vesting of the shares of Restricted Stock as the Corporation or an Affiliate Company determines to be appropriate to generate cash proceeds sufficient to satisfy the applicable Tax Withholding Obligationyour obligation for Tax-Related Items. Such shares Shares will be sold on the day such Tax Withholding Obligation arises of the event giving rise to the Tax-Related Items (e.g., a vesting dateVest Date) or as soon thereafter as practicable. You will be responsible for all brokers’ broker's fees and other costs of sale, and you agree to indemnify and hold the Corporation and its Affiliates Company harmless from any losses, costs, damages, or expenses relating to any such sale. To The number of Shares sold may be determined by considering any applicable withholding rates, including maximum applicable rates, and to the extent the proceeds of such sale exceed the Tax Withholding Obligationyour obligation for Tax-Related Items, the Corporation Company agrees to pay such excess in cash to youyou through payroll or otherwise as soon as practicable and you acknowledge that you have no entitlement to the equivalent in Shares. You further acknowledge that the Corporation Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the Tax Withholding Obligationyour obligation for Tax-Related Items. Accordingly, you agree to pay to the Corporation Company or an Affiliate any of its Subsidiaries including the Employer as soon as practicable, including through additional payroll withholding, any amount of the Tax Withholding Obligation - Related Items that is not satisfied by the sale of shares Shares described above.

By Sale of Shares. Unless the Corporation permits you Participant determines to satisfy the Tax Withholding Obligation by some other means in accordance with clause (iii) below, and provided that the terms of this clause (ii) do not violate Section 13(k) of the Securities Exchange Act of 1934, as amended, your Participant's acceptance of the Restricted Stock awarded constitutes your Participant's instruction and authorization to the Corporation (in the exercise of its sole discretion) Company and any brokerage firm determined acceptable to the Corporation or an Affiliate Company for such purpose to sell on your Participant's behalf a whole number of shares from those unrestricted shares of Stock issuable to be delivered to you upon vesting of the shares of Restricted Stock Participant as the Corporation or an Affiliate Company determines to be appropriate to generate cash proceeds sufficient to satisfy the minimum applicable Tax Withholding Obligation. Such shares will be sold on the day such Tax Withholding Obligation arises (e.g.E.G., a vesting date) or as soon thereafter as practicable. You Participant will be responsible for all brokers’ broker's fees and other costs of sale, and you agree Participant agrees to indemnify and hold the Corporation and its Affiliates Company harmless from any losses, costs, damages, or expenses relating to any such sale. To the extent the proceeds of such sale exceed the Participant's minimum Tax Withholding Obligation, the Corporation Company agrees to pay such excess in cash to youParticipant. You acknowledge Participant acknowledges that the Corporation Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the Participant's minimum Tax Withholding Obligation. Accordingly, you agree Participant agrees to pay to the Corporation Company or an Affiliate any of its Subsidiaries as soon as practicable, including through additional payroll withholding, any amount of the minimum Tax Withholding Obligation that is not satisfied by the sale of shares described above.

By Sale of Shares. Unless the Corporation permits you Grantee determines to satisfy the Tax Withholding Obligation by some other means in accordance with clause (iii) below, and provided that the terms Grantee’s acceptance of this clause (ii) do not violate Section 13(k) of Award constitutes the Securities Exchange Act of 1934, as amended, your acceptance of the Restricted Stock constitutes your Grantee’s instruction and authorization to the Corporation (in the exercise of its sole discretion) Company and any brokerage firm determined acceptable to the Corporation or an Affiliate Company for such purpose to to, upon the exercise of Company’s sole discretion, sell on your the Grantee’s behalf a whole number of shares Shares from those unrestricted shares of Stock Shares issuable to be delivered to you upon vesting of the shares of Restricted Stock Grantee as the Corporation or an Affiliate Company determines to be appropriate to generate cash proceeds sufficient to satisfy the applicable Tax Withholding Obligation. Such shares Shares will be sold on the day such Tax Withholding Obligation arises (e.g., a vesting date) or as soon thereafter as practicablepracticable thereafter. You The Grantee will be responsible for all brokers’ broker’s fees and other costs of sale, and you agree the Grantee agrees to indemnify and hold the Corporation and its Affiliates Company harmless from any losses, costs, damages, or expenses relating to any such sale. To the extent the proceeds of such sale exceed the Xxxxxxx’s Tax Withholding Obligation, the Corporation Company agrees to pay such excess in cash to youthe Grantee. You acknowledge The Grantee acknowledges that the Corporation Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the Grantee’s Tax Withholding Obligation. Accordingly, you agree the Grantee agrees to pay to the Corporation Company or an Affiliate any Related Entity as soon as practicable, including through additional payroll withholding, any amount of the Tax Withholding Obligation that is not satisfied by the sale of shares Shares described above.

By Sale of Shares. Unless the Corporation permits you Grantee chooses to satisfy the Tax Withholding Obligation by some other means in accordance with clause (iiiii) below, and provided that the terms Grantee’s acceptance of this clause (ii) do not violate Section 13(k) of Award constitutes the Securities Exchange Act of 1934, as amended, your acceptance of the Restricted Stock constitutes your Grantee’s instruction and authorization to the Corporation (in the exercise of its sole discretion) Company and any brokerage firm determined acceptable to the Corporation or an Affiliate Company for such purpose to withhold or sell on your the Grantee’s behalf a whole number of shares Shares from those unrestricted shares of Stock Shares issuable to be delivered to you upon vesting of the shares of Restricted Stock Grantee as the Corporation or an Affiliate Company determines to be appropriate to generate cash proceeds sufficient to satisfy the applicable Tax Withholding Obligation. Such shares Shares will be sold on the day such Tax the tax Withholding Obligation arises (e.g., a vesting dateVesting Date) or as soon thereafter as practicable. You The Grantee will be responsible for all brokers’ broker’s fees and other costs of sale, and you agree the Grantee agrees to indemnify and hold the Corporation Company and its Affiliates subsidiaries and affiliates harmless from any losses, costs, damages, or expenses relating to any such sale. To the extent the proceeds of such sale exceed the Grantee’s Tax Withholding Obligation, the Corporation Company agrees to pay such excess in cash to youthe Grantee through payroll or otherwise as soon as practicable. You acknowledge The Grantee acknowledges that the Corporation Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the Grantee’s Tax Withholding Obligation. Accordingly, you agree the Grantee agrees to pay to the Corporation Company or an Affiliate any of its subsidiaries or affiliates as soon as practicable, including through additional payroll withholding, any amount of the Tax Withholding Obligation that is not satisfied by the sale of shares Shares described above.

By Sale of Shares. Unless the Corporation permits you to satisfy the Tax Withholding Obligation by some other means in accordance with clause (iii) below, and provided that the terms Your acceptance of this clause (ii) do not violate Section 13(k) of the Securities Exchange Act of 1934, as amended, your acceptance of the Restricted Stock Agreement constitutes your instruction and authorization to the Corporation (in the exercise of its sole discretion) Company and any brokerage firm determined acceptable to the Corporation or an Affiliate Company for such purpose to sell on your behalf a whole number of shares from those unrestricted shares of Stock to be delivered Shares issuable to you upon vesting of the shares of Restricted Stock as the Corporation or an Affiliate Company determines to be appropriate to generate cash proceeds sufficient to satisfy the applicable Tax Withholding Obligation, and to transfer the proceeds from the sale of such Shares from your securities account established with the brokerage service provider for the settlement of your Vested Performance Units to any account held in the name of the Company. Such shares will be sold on the day such Tax Withholding Obligation arises (e.g., a vesting date) Taxable Date or as soon thereafter as practicable. You will be responsible for all brokers’ fees and other costs of sale, which fees and costs may be deducted from the proceeds of the foregoing sale of Shares, and you agree to indemnify and hold the Corporation Company and its Affiliates any brokerage firm selling such Shares harmless from any losses, costs, damages, or expenses relating to any such sale. To the extent the proceeds of such sale exceed the your Tax Withholding Obligation, the Corporation agrees to pay such excess in cash to youwill be deposited into the securities account established with the brokerage service provider for the settlement of your Vested Performance Units. You Such Shares will be sold through the broker at market prices; however the price you receive will reflect a weighted average sales price based on the sales price of Shares on behalf of you and others for whom the designated broker may be selling shares on the relevant day(s), and you acknowledge that the Corporation Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the your Tax Withholding Obligation. Accordingly, you agree to pay to the Corporation or an Affiliate Company as soon as practicable, including through additional payroll withholding, any amount of the Tax Withholding Obligation that is not satisfied by the sale of shares described above. Unless otherwise authorized by the Administrator in its sole discretion, the sale of shares will be the primary method used by the Company to satisfy the applicable Tax Withholding Obligation, and accordingly you represent and warrant to the Company as follows: A. You are accepting this Agreement during a permitted trading period, and at the time of accepting this Agreement you are not aware of any Material Nonpublic Information (as defined in the Company’s Corporate Legal Xxxxxxx Xxxxxxx and Tipping Policy) concerning the Company.

By Sale of Shares. Unless the Corporation permits you Participant determines to satisfy the Tax Withholding Obligation by some other means in accordance with clause (iiiii) below, and provided that the terms Participant's execution of this clause (ii) do not violate Section 13(k) of Agreement constitutes the Securities Exchange Act of 1934, as amended, your acceptance of the Restricted Stock constitutes your Participant's instruction and authorization to the Corporation (in the exercise of its sole discretion) Company and any brokerage firm determined acceptable to the Corporation or an Affiliate Company for such purpose to sell on your the Participant's behalf a whole number of shares Shares from those unrestricted shares of Stock Shares issuable to be delivered to you upon vesting of the shares of Restricted Stock Participant as the Corporation or an Affiliate Company determines to be appropriate to generate cash proceeds sufficient to satisfy the minimum applicable Tax Withholding Obligation. Such shares Shares will be sold on the day such Tax Withholding Obligation arises (e.g., a vesting date) or as soon thereafter as practicable. You The Participant will be responsible for all brokers’ broker's fees and other costs of sale, and you agree the Participant agrees to indemnify and hold the Corporation and its Affiliates Company harmless from any losses, costs, damages, or expenses relating to any such sale. To the extent the proceeds of such sale exceed the Participant's minimum Tax Withholding Obligation, the Corporation Company agrees to pay such excess in cash to youthe Participant. You acknowledge The Participant acknowledges that the Corporation Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the Participant's minimum Tax Withholding Obligation. Accordingly, you agree the Participant agrees to pay to the Corporation or an Affiliate Company as soon as practicable, including through additional payroll withholding, any amount of the Tax Withholding Obligation that is not satisfied by the sale of shares Shares described above.

By Sale of Shares. Unless the Corporation permits you Grantee determines to satisfy the Tax Withholding Obligation by some other means in accordance with clause (iii) below, and provided that the terms Grantee’s acceptance of this clause (ii) do not violate Section 13(k) of Award constitutes the Securities Exchange Act of 1934, as amended, your acceptance of the Restricted Stock constitutes your Grantee’s instruction and authorization to the Corporation (in the exercise of its sole discretion) Company and any brokerage firm determined acceptable to the Corporation or an Affiliate Company for such purpose to sell on your the Grantee’s behalf a whole number of shares Shares from those unrestricted shares of Stock Shares issuable to be delivered to you upon vesting of the shares of Restricted Stock Grantee as the Corporation or an Affiliate Company determines to be appropriate to generate cash proceeds sufficient to satisfy the minimum applicable Tax Withholding Obligation. Such shares Shares will be sold on the day such Tax Withholding Obligation arises (e.g., a vesting date) or as soon thereafter as practicable. You The Grantee will be responsible for all brokers’ broker’s fees and other costs of sale, and you agree the Grantee agrees to indemnify and hold the Corporation and its Affiliates Company harmless from any losses, costs, damages, or expenses relating to any such sale. To the extent the proceeds of such sale exceed the Grantee’s minimum Tax Withholding Obligation, the Corporation Company agrees to pay such excess in cash to youthe Grantee. You acknowledge The Grantee acknowledges that the Corporation Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the Grantee’s minimum Tax Withholding Obligation. Accordingly, you agree the Grantee agrees to pay to the Corporation Company or an Affiliate any Parent or Subsidiary of the Company as soon as practicable, including through additional payroll withholding, any amount of the Tax Withholding Obligation that is not satisfied by the sale of shares Shares described above.

By Sale of Shares. Unless the Corporation permits you to satisfy the Tax Withholding Obligation by some other means in accordance with clause (iii) below, and provided that the terms Your acceptance of this clause (ii) do not violate Section 13(k) of the Securities Exchange Act of 1934, as amended, your acceptance of the Restricted Stock Agreement constitutes your instruction and authorization to the Corporation (in the exercise of its sole discretion) Company and any brokerage firm determined acceptable to the Corporation or an Affiliate Company for such purpose to sell on your behalf a whole number of shares from those unrestricted shares of Stock to be delivered Shares issuable to you upon vesting of the shares of Restricted Stock as the Corporation or an Affiliate Company determines to be appropriate to generate cash proceeds sufficient to satisfy the applicable Tax Withholding Obligation. Such shares will be sold on the day such Tax Withholding Obligation arises (e.g., a vesting date) Taxable Date or as soon thereafter as practicable. You will be responsible for all brokers’ fees and other costs of sale, which fees and costs may be deducted from the proceeds of the foregoing sale of Shares, and you agree to indemnify and hold the Corporation Company and its Affiliates any brokerage firm selling such Shares harmless from any losses, costs, damages, or expenses relating to any such sale. To the extent the proceeds of such sale exceed the your Tax Withholding Obligation, the Corporation agrees to pay such excess in cash to youwill be deposited into the securities account established with the brokerage service provider for the settlement of your Vested Performance Units. You Such Shares will be sold through the broker at market prices; however the price you receive will reflect a weighted average sales price based on the sales price of Shares on behalf of you and others for whom the designated broker may be selling shares on the relevant day(s), and you acknowledge that the Corporation Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the your Tax Withholding Obligation. Accordingly, you agree to pay to the Corporation or an Affiliate Company as soon as practicable, including through additional payroll withholding, any amount of the Tax Withholding Obligation that is not satisfied by the sale of shares described above.. Unless otherwise authorized by the Committee in its sole discretion, the sale of shares will be the primary method used by the Company to satisfy the applicable Tax Withholding Obligation, and accordingly you represent and warrant to the Company as follows:

By Sale of Shares. Unless the Corporation permits you choose to satisfy the Tax Withholding Obligation Tax-Related Items by some other means in accordance with clause (iiiii) below, and provided that the terms of this clause (ii) do not violate Section 13(k) of the Securities Exchange Act of 1934, as amended, your acceptance of the Restricted Stock this Award constitutes your instruction and authorization to the Corporation (in Company and the exercise of its sole discretion) and any brokerage firm determined acceptable to the Corporation or an Affiliate for such purpose Designated Broker to sell on your behalf a whole number of shares Shares from those unrestricted shares of Stock to be delivered Shares issued to you upon vesting of the shares of Restricted Stock as the Corporation or an Affiliate Company determines to be appropriate to generate cash proceeds sufficient to satisfy the applicable Tax Withholding Obligationyour obligation for Tax-Related Items. Such shares Shares will be sold on the day such Tax Withholding Obligation arises of the event giving rise to the Tax-Related Items (e.g., a vesting dateExercise Date) or as soon thereafter as practicable. You will be responsible for all brokers’ broker’s fees and other costs of sale, and you agree to indemnify and hold the Corporation and its Affiliates Company harmless from any losses, costs, damages, or expenses relating to any such sale. To The number of Shares sold may be determined by considering any applicable withholding rates, including maximum applicable rates, and to the extent the proceeds of such sale exceed the Tax Withholding Obligationyour obligation for Tax-Related Items, the Corporation Company agrees to pay such excess in cash to youyou through payroll or otherwise as soon as practicable and you acknowledge that you have no entitlement to the equivalent in Shares. You further acknowledge that the Corporation Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the Tax Withholding Obligationyour obligation for Tax-Related Items. Accordingly, you agree to pay to the Corporation Company or an Affiliate any of its subsidiaries including the Employer as soon as practicable, including through additional payroll withholding, any amount of the Tax Withholding Obligation - Related Items that is not satisfied by the sale of shares Shares described above.

By Sale of Shares. Unless the Corporation permits you to satisfy the Tax Withholding Obligation by some other means in accordance with clause (iii) below, and provided that the terms Your acceptance of this clause (ii) do not violate Section 13(k) of the Securities Exchange Act of 1934, as amended, your acceptance of the Restricted Stock Agreement constitutes your instruction and authorization to the Corporation (in the exercise of its sole discretion) Company and any brokerage firm determined acceptable to the Corporation or an Affiliate Company for such purpose to sell on your behalf a whole number of shares from those unrestricted shares of Stock to be delivered Shares issuable to you upon vesting of the shares of Restricted Stock as the Corporation or an Affiliate Company determines to be appropriate to generate cash proceeds sufficient to satisfy the applicable Tax Withholding Obligation. Such shares will be sold on the day such Tax Withholding Obligation arises (e.g., a vesting date) Taxable Date or as soon thereafter as practicable. You will be responsible for all brokers’ fees and other costs of sale, which fees and costs may be deducted from the proceeds of the foregoing sale of Shares, and you agree to indemnify and hold the Corporation Company and its Affiliates any brokerage firm selling such Shares harmless from any losses, costs, damages, or expenses relating to any such sale. To the extent the proceeds of such sale exceed the your Tax Withholding Obligation, the Corporation agrees to pay such excess in cash to youwill be deposited into the securities account established with the brokerage service provider for the settlement of your Vested Units. You Such Shares will be sold through the broker at market prices; however the price you receive will reflect a weighted average sales price based on the sales price of Shares on behalf of you and others for whom the designated broker may be selling shares on the relevant day(s), and you acknowledge that the Corporation Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the your Tax Withholding Obligation. Accordingly, you agree to pay to the Corporation or an Affiliate Company as soon as practicable, including through additional payroll withholding, any amount of the Tax Withholding Obligation that is not satisfied by the sale of shares described above. Unless otherwise authorized by the Committee in its sole discretion, the sale of shares will be the primary method used by the Company to satisfy the applicable Tax Withholding Obligation, and accordingly you represent and warrant to the Company as follows: A. You are accepting this Agreement during a permitted trading period, and at the time of accepting this Agreement you are not aware of any Material Nonpublic Information (as defined in the Company’s Corporate Legal Ixxxxxx Xxxxxxx and Tipping Policy) concerning the Company. B. You will not exercise any subsequent influence over the amount of Shares to be sold hereunder to generate funds for the Tax Withholding Obligation or the price, date or time of such sale. C. You are entering into this Agreement in good faith and have a bona fide intention to carry out the terms of this Agreement, and you will not enter into or alter a corresponding or hedging transaction or position with respect to the Shares.

By Sale of Shares. Unless the Corporation permits you Grantee determines to satisfy the Tax Withholding Obligation by some other means in accordance with clause (iii) below, and provided that the terms Grantee’s acceptance of this clause (ii) do not violate Section 13(k) of Award constitutes the Securities Exchange Act of 1934, as amended, your acceptance of the Restricted Stock constitutes your instruction and authorization of the Grantee to the Corporation (in the exercise of its sole discretion) Grantor and any brokerage firm determined acceptable to the Corporation or an Affiliate Grantor for such purpose to sell on your the Grantee’s behalf a whole number of shares Shares from those unrestricted shares of Stock Shares issuable to be delivered to you upon vesting of the shares of Restricted Stock Grantee as the Corporation or an Affiliate Grantor determines to be appropriate to generate cash proceeds sufficient to satisfy the minimum applicable Tax Withholding Obligation. Such shares Shares will be sold on the day such Tax Withholding Obligation arises (e.g., a vesting date) or as soon thereafter as practicable. You The Grantee will be responsible for all brokers’ broker’s fees and other costs of sale, and you agree the Grantee agrees to indemnify and hold the Corporation and its Affiliates Company harmless from any losses, costs, damages, or expenses relating to any such sale. To the extent the proceeds of such sale exceed the minimum Tax Withholding ObligationObligation of the Grantee, the Corporation Grantor agrees to pay such excess in cash to youthe Grantee. You acknowledge The Grantee acknowledges that the Corporation Grantor or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable minimum Tax Withholding Obligation. Accordingly, you agree the Grantee agrees to pay to the Corporation or an Affiliate Grantor as soon as practicable, including through additional payroll withholding, practicable any amount of the Tax Withholding Obligation that is not satisfied by the sale of shares Shares described above.

By Sale of Shares. Unless the Corporation permits you to satisfy the Tax Withholding Obligation by some other means in accordance with clause (iii) below, and provided that the terms Your acceptance of this clause (ii) do not violate Section 13(k) of the Securities Exchange Act of 1934, as amended, your acceptance of the Restricted Stock Agreement constitutes your instruction and authorization to the Corporation (in the exercise of its sole discretion) Company and any brokerage firm determined acceptable to the Corporation or an Affiliate Company for such purpose to sell on your behalf a whole number of shares from those unrestricted shares of Stock to be delivered Shares issuable to you upon vesting of the shares of Restricted Stock as the Corporation or an Affiliate Company determines to be appropriate to generate cash proceeds sufficient to satisfy the applicable Tax Withholding Obligation, and to transfer the proceeds from the sale of such Shares from your securities account established with the brokerage service provider for the settlement of your Vested Performance Units to any account held in the name of the Company. Such shares will be sold on the day such Tax Withholding Obligation arises (e.g., a vesting date) Taxable Date or as soon thereafter as practicable. You will be responsible for all brokers’ fees and other costs of sale, which fees and costs may be deducted from the proceeds of the foregoing sale of Shares, and you agree to indemnify and hold the Corporation Company and its Affiliates any brokerage firm selling such Shares harmless from any losses, costs, damages, or expenses relating to any such sale. To the extent the proceeds of such sale exceed the your Tax Withholding Obligation, the Corporation agrees to pay such excess in cash to youwill be deposited into the securities account established with the brokerage service provider for the settlement of your Vested Performance Units. You Such Shares will be sold through the broker at market prices; however the price you receive will reflect a weighted average sales price based on the sales price of Shares on behalf of you and others for whom the designated broker may be selling shares on the relevant day(s), and you acknowledge that the Corporation Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the your Tax Withholding Obligation. Accordingly, you agree to pay to the Corporation or an Affiliate Company as soon as practicable, including through additional payroll withholding, any amount of the Tax Withholding Obligation that is not satisfied by the sale of shares described above.Tax

By Sale of Shares. Unless the Corporation permits you Grantee determines to satisfy the Tax Withholding Obligation by some other means in accordance with clause (iii) below, and provided that the terms Grantee's acceptance of this clause (ii) do not violate Section 13(k) of Award constitutes the Securities Exchange Act of 1934, as amended, your acceptance of the Restricted Stock constitutes your Grantee's instruction and authorization to the Corporation (in the exercise of its sole discretion) Company and any brokerage firm determined acceptable to the Corporation or an Affiliate Company for such purpose to sell on your the Grantee's behalf a whole number of shares Shares from those unrestricted shares of Stock Shares issuable to be delivered to you upon vesting of the shares of Restricted Stock Grantee as the Corporation or an Affiliate Company determines to be appropriate to generate cash proceeds sufficient to satisfy the minimum applicable Tax Withholding Obligation. Such shares Shares will be sold on the day such Tax Withholding Obligation arises (e.g., a vesting date) or as soon thereafter as practicable. You The Grantee will be responsible for all brokers’ ' fees and other costs of sale, and you agree the Grantee agrees to indemnify and hold the Corporation and its Affiliates Company harmless from any losses, costs, damages, or expenses relating to any such sale. To the extent the proceeds of such sale exceed the Xxxxxxx's minimum Tax Withholding Obligation, the Corporation Company agrees to pay such excess in cash to youthe Grantee. You acknowledge The Grantee acknowledges that the Corporation Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the Grantee's minimum Tax Withholding Obligation. Accordingly, you agree the Grantee agrees to pay to the Corporation Company or an Affiliate any Related Entity as soon as practicable, including through additional payroll withholding, any amount of the Tax Withholding Obligation that is not satisfied by the sale of shares Shares described above.