Common use of Collection of Withholding Taxes Clause in Contracts

Collection of Withholding Taxes. (a) Upon the applicable Issue Date, the Corporation shall issue to or on behalf of Participant a certificate (which may be in electronic form) for the applicable number of underlying shares of Common Stock, subject, however, to the Corporation’s collection of the applicable Withholding Taxes. (b) Until such time as the Corporation provides Participant with written or electronic notice to the contrary, the Corporation shall collect Withholding Taxes required to be withheld with respect to the vesting or issuance of the vested Shares hereunder (including shares attributable to the dividend equivalent rights provided under Paragraph 4) through an automatic share withholding procedure pursuant to which the Corporation will withhold, at the time of such vesting or issuance, a portion of the Shares with a Fair Market Value (measured as of the vesting or issuance date, as applicable) equal to the amount of those taxes (including taxes resulting from such withholding) (the “Share Withholding Method”); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes that are applicable to supplemental taxable income, or as otherwise approved by the Plan Administrator. Participant shall be notified in writing or electronically in the event such Share Withholding Method is no longer available. (c) Should any Shares (including shares attributable to the dividend equivalent rights provided under Paragraph 4) vest or be issued at a time when the Share Withholding Method is not available, then the Withholding Taxes required to be withheld with respect to those Shares shall be collected from Participant through either of the following alternatives: - Participant’s delivery of his or her separate check payable to the Corporation in the amount of such taxes, or - the use of the proceeds from a next-day sale of the Shares issued to Participant, provided and only if (i) such a sale is permissible under the Corporation’s trading policies governing the sale of Common Stock, (ii) Participant makes an irrevocable commitment, on or before the Issue Date for those Shares, to effect such sale of the Shares and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (d) Except as otherwise provided in Paragraph 4 and Paragraph 5(b) the settlement of all Restricted Stock Units which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued pursuant to the Award shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share.

Collection of Withholding Taxes. (a) Upon the applicable Issue Date, the Corporation shall issue to or on behalf of Participant a certificate (which may be in electronic form) for the applicable number of underlying shares of Common Stock, subject, however, to the Corporation’s collection of the applicable Withholding Taxes. (b) Until such time as the Corporation Company provides Participant with written or electronic notice to the contrary, Participant may pay the Corporation shall collect Withholding Taxes required to be withheld with respect through one of the following methods: (i) Participant’s delivery of his or her separate check payable to the vesting or issuance Company in the amount of the vested Withholding Taxes, (ii) the use of the proceeds from a next-day sale of the Shares hereunder issued to Participant, provided and only if (including shares attributable A) such a sale is permissible under the Company’s trading policies governing the sale of Shares, (B) Participant makes an irrevocable commitment, on or before the issuance date for those Shares, to effect such sale of the dividend equivalent rights provided Shares and (C) the transaction is not otherwise deemed to constitute a prohibited loan under Paragraph 4Section 402 of the Xxxxxxxx-Xxxxx Act of 2002, or (iii) through an automatic share withholding procedure pursuant to which the Corporation Company will withholdreduce, at on the time settlement date, the number of such vesting or issuance, Vested RSUs that would otherwise be settled by the issuance of Shares by a portion number of the Vested RSUs representing rights to receive Shares with having a Fair Market Value (measured as of the vesting or issuance date, as applicable) equal to the amount of those taxes (including taxes resulting from such withholding) the Withholding Taxes (the “Share RSU Withholding Method”); provided, however, that the amount of any Shares Vested RSUs so withheld shall not exceed the amount necessary to satisfy the CorporationCompany’s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes that are applicable to supplemental taxable income, or as otherwise approved by the Plan Administrator. Participant shall be notified in writing or electronically in the event such Share Withholding Method is no longer available. (cb) Should any Shares (including shares attributable to In the dividend equivalent rights provided under Paragraph 4) vest or be issued at a time when event the Share Withholding Method is Company has not available, then the Withholding Taxes required to be withheld with respect to those Shares shall be collected received from Participant through either on or before the issuance of Shares in settlement of the following alternatives: - Participant’s delivery of his Award, (A) payment in accordance with Section 6(a)(i) above or her separate check payable (B) an irrevocable commitment to the Corporation in the amount of such taxes, or - the use of the proceeds from effect a next-day sale of the Shares issued to Participantin accordance with Section 6(a)(ii) above, provided and only if then the Company shall automatically collect the Withholding Taxes through the RSU Withholding Method. (c) For purposes of this Agreement, “Withholding Taxes” shall mean (i) such a sale is permissible the employee portion of the federal, state and local employment taxes required to be withheld by the Company in connection with the vesting of RSUs under the Corporation’s trading policies governing the sale of Common Stock, Award and (ii) Participant makes an irrevocable commitmentthe federal, on or before the Issue Date for those Shares, to effect such sale of the Shares state and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (d) Except as otherwise provided in Paragraph 4 and Paragraph 5(b) the settlement of all Restricted Stock Units which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock local income taxes required to be issued pursuant to withheld by the Award shall, to the extent necessary, be rounded down to the next whole share Company in order to avoid connection with the issuance of a fractional shareShares in settlement of Vested RSUs.

Collection of Withholding Taxes. (a) Upon the applicable Issue Date, the Corporation shall issue to or on behalf of the Participant a certificate (which may be in electronic form) for the applicable number of underlying shares of Common Stock, subject, however, to the Corporation’s collection of the applicable Withholding Taxes. (b) Until such time as the Corporation provides the Participant with written or electronic notice to the contrary, the Corporation shall collect the Withholding Taxes required to be withheld with respect to the vesting or issuance of the shares of Common Stock underlying vested Shares Performance Units hereunder (including shares attributable to the dividend equivalent rights provided under Paragraph 4) through an automatic share withholding procedure pursuant to which the Corporation will withhold, at the time of such vesting or issuance, a portion of the Shares shares with a Fair Market Value (measured as of the vesting or issuance date, as applicable) equal to the amount of those taxes (including taxes resulting from such withholding) (the “Share Withholding Method”); provided, however, that the amount of any Shares shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes that are applicable to supplemental taxable income, or as otherwise approved by the Plan Administrator. Participant shall be notified in writing or electronically in the event such Share Withholding Method is no longer available. (c) Should any Shares (including shares attributable to the dividend equivalent rights provided under Paragraph 4) vest or of Common Stock underlying Performance Units be issued distributed at a time when that the Share Withholding Method is not available, then the Withholding Taxes required to be withheld with respect to those Shares shares shall be collected from the Participant through either of the following alternatives: - · the Participant’s delivery of his or her separate check payable to the Corporation in the amount of such taxesWithholding Taxes, or - · the use of the proceeds from a next-day sale of the Shares shares issued to the Participant, provided and only if (i) such a sale is permissible under the Corporation’s trading policies governing the sale of Common Stock, (ii) the Participant makes an irrevocable commitment, on or before the Issue Date for those Sharesshares, to effect such sale of the Shares shares and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (d) Notwithstanding the provisions of subparagraphs (a) and (b) of this Paragraph 9, the employee portion of the federal, state and local employment taxes required to be withheld by the Corporation in connection with the vesting of the Performance Units (the “Employment Taxes”) shall in all events be collected from the Participant no later than the last business day of the calendar year in which the Performance Units vest hereunder. Accordingly, to the extent the Issue Date for one or more vested Performance Units is to occur in a year subsequent to the calendar year in which those Performance Units vest, the Participant shall, on or before the last business day of the calendar year in which the Performance Units vest, deliver to the Corporation a check payable to its order in the dollar amount equal to the Employment Taxes required to be withheld with respect to those Performance Units. The provisions of this Paragraph 9(d) shall be applicable only to the extent necessary to comply with the applicable tax withholding requirements of Code Section 3121(v). (e) Except as otherwise provided in Paragraph 4 and Paragraph 5(b) 5, the settlement of all Restricted Stock Performance Units which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued pursuant to the Award shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share.

Collection of Withholding Taxes. (a) Upon The Company shall collect the applicable Issue employee portion of the FICA taxes (Social Security and Medicare) with respect to the Restricted Stock Units at the time those Restricted Stock Units vest hereunder. The FICA taxes shall be based on the Fair Market Value of the shares underlying the Restricted Stock Units on the Vesting Date. The Company shall also collect the employee portion of the FICA taxes with respect to any phantom dividends at the time those phantom dividends vest hereunder. The FICA taxes shall be based on the cash amount and the fair market value of any other property underlying the phantom dividends on the Vesting Date. Unless the Grantee delivers a separate check payable to the Company in the amount of the FICA taxes required to be withheld from the Grantee, the Corporation Company shall issue to or on behalf of Participant a certificate (which may be in electronic form) for withhold those taxes from the applicable number of underlying shares of Common StockGrantee’s wages. However, subject, however, to if the Corporation’s collection Grantee is at the time an executive officer of the applicable Withholding TaxesCompany, then such withholding taxes must be collected from the Grantee through delivery of his or her separate check not later than the Vesting Date. (b) Until such time as the Corporation provides Participant with written or electronic notice to the contrary, the Corporation The Company shall collect Withholding Taxes the federal, state and local income taxes required to be withheld with respect to the vesting or distribution of the phantom dividend equivalents to the Grantee by withholding a portion of that distribution equal to the amount of those taxes, with the cash portion of the distribution to be the first portion so withheld. Until such time as the Company provides the Grantee with notice to the contrary, the Company shall collect the federal, state and local income taxes required to be withheld with respect to the issuance of the vested Shares shares underlying the Restricted Stock Units that vest hereunder (including shares attributable to the dividend equivalent rights provided under Paragraph 4) through an automatic share withholding procedure pursuant to which the Corporation Company will withhold, at the time of such vesting or issuance, a portion of the Shares shares with a Fair Market Value (measured as of the vesting or issuance date, as applicable) equal to the amount of those taxes (including taxes resulting from such withholding) (the “Share Withholding Method”); provided, however, that the amount of any Shares shares so withheld shall not exceed the amount necessary to satisfy the CorporationCompany’s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes that are applicable to supplemental taxable income, or as otherwise approved by the Plan Administrator. Participant The Grantee shall be notified in writing or electronically in the event such Share Withholding Method is no longer available. (c) Should If any Shares (including shares attributable to the dividend equivalent rights provided under Paragraph 4) vest or be issued are distributed at a time when the Share Withholding Method is not available, then the Withholding Taxes federal, state and local income taxes required to be withheld with respect to those Shares shares shall be collected from Participant the Grantee through either of the following alternatives: - Participant• the Grantee’s delivery of his or her separate check payable to the Corporation Company in the amount of such taxesWithholding Taxes, or - • the use of the proceeds from a next-day sale of the Shares shares issued to Participantthe Grantee, provided and only if (i) such a sale is permissible under the CorporationCompany’s trading policies governing the sale of Common Company Stock, (ii) Participant the Grantee makes an irrevocable commitment, on or before the Issue Vesting Date or the Repayment Date (as applicable) for those Sharesshares, to effect such sale of the Shares shares and (iii) the transaction is not otherwise deemed to constitute involve a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (d) If any other amounts become distributable to the Grantee in consideration for the shares, then the federal, state and local income taxes required to be withheld with respect to those amounts shall be collected from the Grantee pursuant to such procedures as the Company deems appropriate under the circumstances, including (without limitation) the Grantee’s delivery of his or her separate check payable to the Company in the amount of such Withholding Taxes. (e) Except as otherwise provided in Paragraph 4 Sections 3(c) and Paragraph 5(b) 6(b), the settlement of all Restricted Stock Units which vest under the Award Grant shall be made solely in shares of Common Company Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Company Stock to be issued pursuant to the Award Grant shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share.

Collection of Withholding Taxes. (a) Upon the applicable Issue Date, the Corporation shall issue to or on behalf of Participant a certificate (which may be in electronic form) for the applicable number of underlying shares of Common Stock, subject, however, to the Corporation’s collection of the applicable Withholding Taxes. (b) Until such time as the Corporation provides Participant with written or electronic notice to the contrary, the Corporation shall collect Withholding Taxes required to be withheld with respect to the vesting or issuance of the vested Shares hereunder (including shares attributable to the dividend equivalent rights provided under Paragraph 4) through an automatic share withholding procedure pursuant to which the Corporation will withhold, at the time of such vesting or issuance, a portion of the Shares with a Fair Market Value (measured as of the vesting or issuance dateIssue Date, as applicable) equal to the amount of those taxes (including taxes resulting from such withholding) (the “Share Withholding Method”)) necessary to satisfy the Corporation’s required tax withholding obligations; provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s required tax withholding obligations using the minimum maximum statutory withholding rates for federal federal, state and state local tax purposes purposes, including the Participant’s share of payroll or similar taxes, that are applicable to supplemental taxable income, or as otherwise approved by the Plan AdministratorParticipant’s relevant jurisdiction . Participant shall be notified in writing or electronically in the event such Share Withholding Method is no longer available. (c) Should any Shares (including shares attributable to the dividend equivalent rights provided under Paragraph 4) vest or be issued at a time when the Share Withholding Method is not available, then the Withholding Taxes required to be withheld with respect to those Shares shall be collected from Participant through either of the following alternatives: -  Participant’s delivery of his or her separate check payable to the Corporation in the amount of such taxes, or -  the use of the proceeds from a next-day sale of the Shares issued to Participant, provided and only if (i) such a sale is permissible under the Corporation’s trading policies governing the sale of Common Stock, (ii) Participant makes an irrevocable commitment, on or before the Issue Date for those Shares, to effect such sale of the Shares and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (d) Except as otherwise provided in Paragraph 4 5 and Paragraph 5(b) 4, the settlement of all Restricted Stock Units which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued pursuant to the Award shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share.

Collection of Withholding Taxes. (a) Upon The Corporation shall collect the applicable Issue Dateemployee portion of the FICA taxes (Social Security and Medicare) with respect to the Shares at the time those Shares vest hereunder. The FICA taxes shall be based on the Fair Market Value of the Shares on their vesting date. The Corporation shall also collect the employee portion of the FICA taxes with respect to any phantom dividends at the time those phantom dividends vest hereunder. The FICA taxes shall be based on the cash amount and the fair market value of any other property underlying the phantom dividends on the vesting date. Unless the Participant delivers a separate check payable to the Corporation in the amount of the FICA taxes required to be withheld from the Participant, the Corporation shall issue to or on behalf withhold those taxes from the Participant’s wages. However, if the Participant is at the time an executive officer of Participant a certificate (which may be in electronic form) for the applicable number of underlying shares of Common Stock, subject, however, to the Corporation’s collection , then such withholding taxes must be collected from the Participant through delivery of his or her separate check not later than the applicable Withholding Taxesvesting date. (b) The Corporation shall collect the federal, state and local income taxes required to be withheld with respect to the distribution of the phantom dividend equivalents to the Participant by withholding a portion of that distribution equal to the amount of those taxes, with the cash portion of the distribution to be the first portion so withheld. Until such time as the Corporation provides the Participant with written or electronic notice to the contrary, the Corporation shall collect Withholding Taxes the federal, state and local income taxes required to be withheld with respect to the vesting or issuance of the vested Shares hereunder (including shares attributable to the dividend equivalent rights provided under Paragraph 4) through an automatic share Share withholding procedure pursuant to which the Corporation will withhold, at the time of such vesting or issuance, a portion of the Shares with a Fair Market Value (measured as of the vesting or issuance date, as applicable) equal to the amount of those taxes (including taxes resulting from such withholding) (the “Share Withholding Method”); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes that are applicable to supplemental taxable income, or as otherwise approved by the Plan Administrator. Participant shall be notified in writing or electronically in the event such Share Withholding Method is no longer available. (c) Should any Shares (including shares attributable to the dividend equivalent rights provided under Paragraph 4) vest or be issued distributed at a time when the Share Withholding Method is not available, then the Withholding Taxes federal, state and local income taxes required to be withheld with respect to those Shares shall be collected from the Participant through either of the following alternatives: - • the Participant’s delivery of his or her separate check payable to the Corporation in the amount of such taxesWithholding Taxes, or - • the use of the proceeds from a next-day sale of the Shares issued to the Participant, provided and only if (i) such a sale is permissible under the Corporation’s trading policies governing the sale of Common Stock, (ii) the Participant makes an irrevocable commitment, on or before the Issue Date for those Shares, to effect such sale of the Shares and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (d) Except as otherwise provided in Paragraph 4 6 and Paragraph 5(b) 8(b), the settlement of all Restricted Stock Units which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued pursuant to the Award shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share.

Collection of Withholding Taxes. (a) Upon the applicable Issue Date, the Corporation shall issue to or on behalf of Participant a certificate (which may be in electronic form) for the applicable number of underlying shares of Common Stock, subject, however, to the Corporation’s collection of the applicable Withholding Taxes. (b) Until such time as the Corporation Company provides Participant with written or electronic notice to the contrary, Participant may pay the Corporation shall collect Withholding Taxes required to be withheld with respect through one of the following methods: (i) Participant’s delivery of his or her separate check payable to the vesting or issuance Company in the amount of such taxes, (ii) the use of the vested proceeds from a next-day sale of the Shares hereunder issued to Participant, provided and only if (including shares attributable A) such a sale is permissible under the Company’s trading policies governing the sale of Shares, (B) Participant makes an irrevocable commitment, on or before the issuance date for those Shares, to effect such sale of the dividend equivalent rights provided Shares and (C) the transaction is not otherwise deemed to constitute a prohibited loan under Paragraph 4Section 402 of the Xxxxxxxx-Xxxxx Act of 2002, or (iii) through an automatic share withholding procedure pursuant to which the Corporation Company will withhold, at the time of such vesting or issuance, a portion of the Shares with a Fair Market Value (measured as of the vesting or issuance date, as applicable) equal to the amount of those taxes (including taxes resulting from such withholding) (the “Share Withholding Method”); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s Company‘s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes that are applicable to supplemental taxable income, or as otherwise approved by the Plan Administrator. Participant shall be notified in writing or electronically in the event such Share Withholding Method is no longer available. (cb) Should any Shares (including shares attributable to In the dividend equivalent rights provided under Paragraph 4) vest or be issued at a time when event the Share Withholding Method is Company has not available, then the Withholding Taxes required to be withheld with respect to those Shares shall be collected received from Participant through either on or before the issuance of the following alternatives: - Participant’s delivery of his vested Shares, (A) payment in accordance with Paragraph 6(a)(i) above or her separate check payable (B) an irrevocable commitment to the Corporation in the amount of such taxes, or - the use of the proceeds from effect a next-day sale of the Shares issued to Participantin accordance with Paragraph 6(a)(ii) above, provided and only if then the Company shall automatically collect the Withholding Taxes through the Share Withholding Method. (c) For purposes of this Agreement, “Withholding Taxes” shall mean (i) such a sale is permissible the employee portion of the federal, state and local employment taxes required to be withheld by the Company in connection with the vesting of the Shares under the Corporation’s trading policies governing the sale of Common Stock, Award and (ii) Participant makes an irrevocable commitmentthe federal, on or before the Issue Date for those Shares, to effect such sale of the Shares state and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (d) Except as otherwise provided in Paragraph 4 and Paragraph 5(b) the settlement of all Restricted Stock Units which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock local income taxes required to be issued pursuant to withheld by the Award shall, to the extent necessary, be rounded down to the next whole share Company in order to avoid connection with the issuance of a fractional sharethose vested Shares.

Collection of Withholding Taxes. (a) Upon the applicable Issue Date, the Corporation shall issue to or on behalf of Participant a certificate (which may be in electronic form) for the applicable number of underlying shares of Common Stock, subject, however, to the Corporation’s collection of the applicable Withholding Taxes. (b) Until such time as the Corporation provides Participant with written or electronic notice to the contrary, the Corporation shall collect Withholding Taxes required to be withheld with respect to the vesting or issuance of the vested Shares hereunder (including shares attributable to the dividend equivalent rights provided under Paragraph 4) through an automatic share withholding procedure pursuant to which the Corporation will withhold, at the time of such vesting or issuance, a portion of the Shares with a Fair Market Value (measured as of the vesting or issuance date, as applicable) equal to the amount of those taxes (including taxes resulting from such withholding) (the “Share Withholding Method”); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s Corporation‘s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes that are applicable to supplemental taxable income, or as otherwise approved by the Plan Administrator. Participant shall be notified in writing or electronically in the event such Share Withholding Method is no longer available. (c) Should any Shares (including shares attributable to the dividend equivalent rights provided under Paragraph 4) vest or be issued at a time when the Share Withholding Method is not available, then the Withholding Taxes required to be withheld with respect to those Shares shall be collected from Participant through either of the following alternatives: - Participant’s delivery of his or her separate check payable to the Corporation in the amount of such taxes, or - the use of the proceeds from a next-day sale of the Shares issued to Participant, provided and only if (i) such a sale is permissible under the Corporation’s trading policies governing the sale of Common Stock, (ii) Participant makes an irrevocable commitment, on or before the Issue Date for those Shares, to effect such sale of the Shares and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (d) Except as otherwise provided in Paragraph 4 5 and Paragraph 5(b) 4, the settlement of all Restricted Stock Units which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued pursuant to the Award shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share.

Collection of Withholding Taxes. (a) Upon the applicable Issue Date, the Corporation shall issue to or on behalf of Participant a certificate (which may be in electronic form) for the applicable number of underlying shares of Common Stock, subject, however, to the Corporation’s collection of the applicable Withholding Taxes. (b) Until such time as the Corporation provides Participant with written or electronic notice to the contrary, the Corporation shall collect Withholding Taxes required to be withheld with respect to the vesting or issuance of the vested Shares hereunder (including shares attributable to the dividend equivalent rights provided under Paragraph 4) through an automatic share withholding procedure pursuant to which the Corporation will withhold, at the time of such vesting or issuance, a portion of the Shares with a Fair Market Value (measured as of the vesting or issuance dateIssue Date, as applicable) equal to the amount of those taxes (including taxes resulting from such withholding) (the “Share Withholding Method”)) necessary to satisfy the Corporation’s required tax withholding obligations; provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s required maximum statutory tax withholding obligations using the minimum statutory withholding rates for federal federal, state and state local tax purposes purposes, including the Participant’s share of payroll or similar taxes, that are applicable to supplemental taxable income, or as otherwise approved by the Plan AdministratorParticipant’s relevant jurisdiction. Participant shall be notified in writing or electronically in the event such Share Withholding Method is no longer available. (c) Should any Shares (including shares attributable to the dividend equivalent rights provided under Paragraph 4) vest or be issued at a time when the Share Withholding Method is not available, then the Withholding Taxes required to be withheld with respect to those Shares shall be collected from Participant through either of the following alternatives: -  Participant’s delivery of his or her separate check payable to the Corporation in the amount of such taxes, or -  the use of the proceeds from a next-day sale of the Shares issued to Participant, provided and only if (i) such a sale is permissible under the Corporation’s trading policies governing the sale of Common Stock, (ii) Participant makes an irrevocable commitment, on or before the Issue Date for those Shares, to effect such sale of the Shares and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (d) Except as otherwise provided in Paragraph 4 and Paragraph 5(b) the settlement of all Restricted Stock Units which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued pursuant to the Award shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share.

Collection of Withholding Taxes. (a) Upon the applicable Issue Date, the The Corporation shall issue to or on behalf of Participant a certificate (which may be in electronic form) for the applicable number of underlying shares of Common Stock, subject, however, to the Corporation’s collection of collect the applicable Withholding Taxes. (b) Taxes with respect to the distribution of the phantom dividend equivalents to the Participant by withholding a portion of that distribution equal to the amount of those taxes, with the cash portion of the distribution to be the first portion so withheld. Until such time as the Corporation provides the Participant with written or electronic notice to the contrary, the Corporation shall collect the applicable Withholding Taxes required to be withheld with respect to the vesting or issuance of the vested Shares that vest hereunder (including shares attributable to the dividend equivalent rights provided under Paragraph 4) through an automatic share Share withholding procedure pursuant to which the Corporation will withhold, at the time of such vesting or issuance, a portion of the Shares with a Fair Market Value (measured as of the vesting or issuance date, as applicable) equal to the amount of those taxes (including taxes resulting from such withholding) (the “Share Withholding Method”); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s Corporation‘s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes that are applicable to supplemental taxable income, or as otherwise approved by the Plan Administrator. Participant shall be notified in writing or electronically in the event such Share Withholding Method is no longer available. (cb) Should any Shares (including shares attributable to the dividend equivalent rights provided under Paragraph 4) vest or be issued distributed at a time when the Share Withholding Method is not available, then the Withholding Taxes federal, state and local income taxes required to be withheld with respect to those Shares shall be collected from the Participant through either of the following alternatives: - the Participant’s delivery of his or her separate check payable to the Corporation in the amount of such taxesWithholding Taxes, or - the use of the proceeds from a next-day sale of the Shares issued to the Participant, provided and only if (i) such a sale is permissible under the Corporation’s trading policies governing the sale of Common Stock, (ii) the Participant makes an irrevocable commitment, on or before the Issue Issuance Date for those Shares, to effect such sale of the Shares and (iii) the transaction is not otherwise deemed to constitute involve a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (c) Should any other amounts become distributable to Participant in consideration for the Shares, then the applicable Withholding Taxes with respect to those amounts shall be collected from the Participant pursuant to such procedures as the Corporation deems appropriate under the circumstances, including (without limitation) the Participant’s delivery of his or her separate check payable to the Corporation in the amount of such Withholding Taxes. (d) Notwithstanding the foregoing provisions of this Paragraph 8, the employee portion of the federal, state and local employment taxes required to be withheld by the Corporation in connection with the vesting of the Shares or any other amounts hereunder (the “Employment Taxes”) shall in all events be collected from the Participant no later than the last business day of the calendar year in which the Shares or other amounts vest hereunder. Accordingly, to the extent the applicable issuance date for one or more vested Shares or the distribution date for such other amounts is to occur in a year subsequent to the calendar year in which those Shares or other amounts vest, the Participant shall, on or before the last business day of the calendar year in which the Shares or other amounts vest, deliver to the Corporation a check payable to its order in the dollar amount equal to the Employment Taxes required to be withheld with respect to those Shares or other amounts. The provisions of this Paragraph 8(d) shall be applicable only to the extent necessary to comply with the applicable tax withholding requirements of Code Section 3121(v). (e) Except as otherwise provided in Paragraph 4 6 and Paragraph 5(b) 8(a), the settlement of all Restricted Stock Units which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued pursuant to the Award shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share.

Collection of Withholding Taxes. (a) Upon the applicable Issue Date, the Corporation shall issue to or on behalf of Participant a certificate (which may be in electronic form) for the applicable number of underlying shares of Common Stock, subject, however, to the Corporation’s collection of the applicable Withholding Taxes. (b) Until such time as the Corporation provides Participant with written or electronic notice to the contrary, the Corporation shall collect Withholding Taxes required to be withheld with respect to the vesting or issuance of the vested Shares hereunder (including shares attributable to the dividend equivalent rights provided under Paragraph 4) through an automatic share withholding procedure pursuant to which the Corporation will withhold, at the time of such vesting or issuance, a portion of the Shares with a Fair Market Value (measured as of the vesting or issuance dateIssue Date, as applicable) equal to the amount of those taxes (including taxes resulting from such withholding) (the “Share Withholding Method”)) necessary to satisfy the Corporation’s required tax withholding obligations; provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s required tax withholding obligations using the minimum maximum statutory withholding rates for federal federal, state and state local tax purposes purposes, including the Participant’s share of payroll or similar taxes, that are applicable to supplemental taxable income, or as otherwise approved by the Plan AdministratorParticipant’s relevant jurisdiction . Participant shall be notified in writing or electronically in the event such Share Withholding Method is no longer available. (c) Should any Shares (including shares attributable to the dividend equivalent rights provided under Paragraph 4) vest or be issued at a time when the Share Withholding Method is not available, then the Withholding Taxes required to be withheld with respect to those Shares shall be collected from Participant through either of the following alternatives: -  Participant’s delivery of his or her separate check payable to the Corporation in the amount of such taxes, or -  the use of the proceeds from a next-day sale of the Shares issued to Participant, provided and only if (i) such a sale is permissible under the Corporation’s trading policies governing the sale of Common Stock, (ii) Participant makes an irrevocable commitment, on or before the Issue Date for those Shares, to effect such sale of the Shares and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (d) Except as otherwise provided in Paragraph 4 and Paragraph 5(b) 5, the settlement of all Restricted Stock Units which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued pursuant to the Award shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share.

Collection of Withholding Taxes. (a) Upon the applicable Issue Date, the Corporation shall issue to or on behalf of Participant a certificate (which may be in electronic form) for the applicable number of underlying shares of Common Stock, subject, however, to the Corporation’s collection of the applicable Withholding Taxes. (b) i. Until such time as the Corporation Company provides Participant with written or electronic notice to the contrary, Participant may pay the Corporation shall collect Withholding Taxes required to be withheld with respect through one, or a combination, of the following methods: 1. Participant’s delivery of his or her separate check payable to the vesting or issuance Company in the amount of the vested Withholding Taxes, 2. the use of the proceeds from a next-day sale of the Shares hereunder issued to Participant, provided and only if (including shares attributable A) such a sale is permissible under the Company’s trading policies governing the sale of Shares, (B) Participant makes an irrevocable commitment, on or before the issuance date for those Shares, to effect such sale of the dividend equivalent rights provided Shares and (C) the transaction is not otherwise deemed to constitute a prohibited loan under Paragraph 4) through Section 402 of the Xxxxxxxx-Xxxxx Act of 2002, or 3. an automatic share withholding procedure pursuant to which the Corporation Company will withholdreduce, at on the time settlement date, the number of such vesting or issuance, Vested RSUs that would otherwise be settled by the issuance of Shares by a portion number of the Vested RSUs representing rights to receive Shares with having a Fair Market Value (measured as of the vesting or issuance date, as applicable) equal to the amount of those taxes (including taxes resulting from such withholding) the Withholding Taxes (the “Share RSU Withholding Method”); provided, however, that the amount of any Shares Vested RSUs so withheld shall not exceed the amount necessary to satisfy the Corporation’s Company‘s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes that are applicable to supplemental taxable income, or as otherwise approved by the Plan Administrator. xx. Participant shall be notified in writing or electronically in Xx the event such Share Withholding Method is no longer available. (c) Should any Shares (including shares attributable to the dividend equivalent rights provided under Paragraph 4) vest or be issued at a time when the Share Withholding Method is Company has not available, then the Withholding Taxes required to be withheld with respect to those Shares shall be collected received from Participant through either on or before the issuance of Shares in settlement of the following alternatives: - Participant’s delivery of his Award, (A) payment in accordance with Section 6(a)(i) above or her separate check payable (B) an irrevocable commitment to the Corporation in the amount of such taxes, or - the use of the proceeds from effect a next-day sale of the Shares issued to Participantin accordance with Section 6(a)(ii) above, provided and only if then the Company shall automatically collect the Withholding Taxes through the RSU Withholding Method. iii. For purposes of this Agreement, “Withholding Taxes” shall mean (i) such a sale is permissible the employee portion of the federal, state and local employment taxes required to be withheld by the Company in connection with the vesting of RSUs under the Corporation’s trading policies governing the sale of Common Stock, Award and (ii) Participant makes an irrevocable commitmentthe federal, on or before the Issue Date for those Shares, to effect such sale of the Shares state and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (d) Except as otherwise provided in Paragraph 4 and Paragraph 5(b) the settlement of all Restricted Stock Units which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock local income taxes required to be issued pursuant to withheld by the Award shall, to the extent necessary, be rounded down to the next whole share Company in order to avoid connection with the issuance of a fractional shareShares in settlement of Vested RSUs.

Collection of Withholding Taxes. (a) Upon the applicable Issue Date, the The Corporation shall issue to or on behalf of Participant a certificate (which may be in electronic form) for the applicable number of underlying shares of Common Stock, subject, however, to the Corporation’s collection of collect the applicable Withholding Taxes. (b) Taxes with respect to the distribution of the phantom dividend equivalents to the Participant by withholding a portion of that distribution equal to the amount of those taxes, with the cash portion of the distribution to be the first portion so withheld. Until such time as the Corporation provides the Participant with written or electronic notice to the contrary, the Corporation shall collect the applicable Withholding Taxes required to be withheld with respect to the vesting or issuance of the vested Shares that vest hereunder (including shares attributable to the dividend equivalent rights provided under Paragraph 4) through an automatic share Share withholding procedure pursuant to which the Corporation will withhold, at the time of such vesting or issuance, a portion of the Shares with a Fair Market Value (measured as of the vesting or issuance date, as applicable) equal to the amount of those taxes (including taxes resulting from such withholding) (the “Share Withholding Method”); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s 's required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes that are applicable to supplemental taxable income, or as otherwise approved by the Plan Administrator. Participant shall be notified in writing or electronically in the event such Share Withholding Method is no longer available. (cb) Should any Shares (including shares attributable to the dividend equivalent rights provided under Paragraph 4) vest or be issued distributed at a time when the Share Withholding Method is not available, then the Withholding Taxes federal, state and local income taxes required to be withheld with respect to those Shares shall be collected from the Participant through either of the following alternatives: - the Participant’s 's delivery of his or her separate check payable to the Corporation in the amount of such taxesWithholding Taxes, or - the use of the proceeds from a next-day sale of the Shares issued to the Participant, provided and only if (i) such a sale is permissible under the Corporation’s 's trading policies governing the sale of Common Stock, (ii) the Participant makes an irrevocable commitment, on or before the Issue Issuance Date for those Shares, to effect such sale of the Shares and (iii) the transaction is not otherwise deemed to constitute involve a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (c) Should any other amounts become distributable to Participant in consideration for the Shares, then the applicable Withholding Taxes with respect to those amounts shall be collected from the Participant pursuant to such procedures as the Corporation deems appropriate under the circumstances, including (without limitation) the Participant's delivery of his or her separate check payable to the Corporation in the amount of such Withholding Taxes. (d) Notwithstanding the foregoing provisions of this Paragraph 8, the employee portion of the federal, state and local employment taxes required to be withheld by the Corporation in connection with the vesting of the Shares or any other amounts hereunder (the “Employment Taxes”) shall in all events be collected from the Participant no later than the last business day of the calendar year in which the Shares or other amounts vest hereunder. Accordingly, to the extent the applicable issuance date for one or more vested Shares or the distribution date for such other amounts is to occur in a year subsequent to the calendar year in which those Shares or other amounts vest, the Participant shall, on or before the last business day of the calendar year in which the Shares or other amounts vest, deliver to the Corporation a check payable to its order in the dollar amount equal to the Employment Taxes required to be withheld with respect to those Shares or other amounts. The provisions of this Paragraph 8(d) shall be applicable only to the extent necessary to comply with the applicable tax withholding requirements of Code Section 3121(v). (e) Except as otherwise provided in Paragraph 4 6 and Paragraph 5(b) 8(a), the settlement of all Restricted Stock Units which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued pursuant to the Award shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share.

Collection of Withholding Taxes. (a) Upon the applicable Issue Date, the Corporation shall issue to or on behalf of the Participant a certificate (which may be in electronic form) for the applicable number of underlying shares of Common Stock, subject, however, to the Corporation’s collection of the applicable Withholding Taxes. (b) Until such time as the Corporation provides the Participant with written or electronic notice to the contrary, the Corporation shall collect the Withholding Taxes required to be withheld with respect to the vesting or issuance of the vested Shares hereunder (including shares attributable to the dividend equivalent rights provided under Paragraph 4) through an automatic share withholding procedure pursuant to which the Corporation will withhold, at the time of such vesting or issuance, a portion of the Shares with a Fair Market Value (measured as of the vesting or issuance date, as applicable) equal to the amount of those taxes (including taxes resulting from such withholding) (the “Share Withholding Method”); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes that are applicable to supplemental taxable income, or as otherwise approved by the Plan Administrator. The Participant shall be notified in writing or electronically in the event such Share Withholding Method is no longer available. (c) Should any Shares (including shares attributable to the dividend equivalent rights provided under Paragraph 4) vest or be issued distributed at a time when that the Share Withholding Method is not available, then the Withholding Taxes required to be withheld with respect to those Shares shall be collected from the Participant through either of the following alternatives: - – the Participant’s delivery of his or her separate check payable to the Corporation in the amount of such taxes, or - – the use of the proceeds from a next-day sale of the Shares issued to the Participant, provided and only if (i) such a sale is permissible under the Corporation’s trading policies governing the sale of Common Stock, (ii) the Participant makes an irrevocable commitment, on or before the Issue Date for those Shares, to effect such sale of the Shares and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (d) Notwithstanding the provisions of subparagraphs (a) and (b) of this Paragraph 7, the employee portion of the federal, state and local employment taxes required to be withheld by the Corporation in connection with the vesting of the Shares (the “Employment Taxes”) shall in all events be collected from the Participant no later than the last business day of the calendar year in which the Shares vest hereunder. Accordingly, to the extent the Issue Date for one or more vested Shares is to occur in a year subsequent to the calendar year in which those Shares vest, the Participant shall, on or before the last business day of the calendar year in which the Shares vest, deliver to the Corporation a check payable to its order in the dollar amount equal to the Employment Taxes required to be withheld with respect to those Shares. (e) Except as otherwise provided in Paragraph 4 and Paragraph 5(b) 5, the settlement of all Restricted Stock Units which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued pursuant to the Award shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share.

Collection of Withholding Taxes. (a) Upon the applicable Issue Date, the Corporation shall issue to or on behalf of Participant a certificate (which may be in electronic form) for the applicable number of underlying shares of Common Stock, subject, however, to the Corporation’s collection of the applicable Withholding Taxes. (b) Until such time as the Corporation provides Participant with written or electronic notice to the contrary, the Corporation shall collect Withholding Taxes required to be withheld with respect to the vesting or issuance of the vested Shares hereunder (including shares attributable to the dividend equivalent rights provided under Paragraph 4) through an automatic share withholding procedure pursuant to which the Corporation will withhold, at the time of such vesting or issuance, a portion of the Shares with a Fair Market Value (measured as of the vesting or issuance date, as applicable) equal to the amount of those taxes (including taxes resulting from such withholding) (the “Share Withholding Method”); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes that are applicable to supplemental taxable income, or as otherwise approved by the Plan Administrator. Participant shall be notified in writing or electronically in the event such Share Withholding Method is no longer available. (c) Should any Shares (including shares attributable to the dividend equivalent rights provided under Paragraph 4) vest or be issued distributed at a time when the Share Withholding Method is not available, then the Withholding Taxes required to be withheld with respect to those Shares shall be collected from Participant through either of the following alternatives: - • Participant’s delivery of his or her separate check payable to the Corporation in the amount of such taxes, or - • the use of the proceeds from a next-day sale of the Shares issued to Participant, provided and only if (i) such a sale is permissible under the Corporation’s trading policies governing the sale of Common Stock, (ii) Participant makes an irrevocable commitment, on or before the Issue Date for those Shares, to effect such sale of the Shares and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (d) Notwithstanding the provisions of subparagraphs (a) and (b) of this Paragraph 7, the employee portion of the federal, state and local employment taxes required to be withheld by the Corporation in connection with the vesting of the Shares (the “Employment Taxes”) shall in all events be collected from Participant no later than the last business day of the calendar year in which the Shares vest hereunder. Accordingly, to the extent the Issue Date for one or more vested Shares (including shares attributable to the dividend equivalent rights provided under Paragraph 4) is to occur in a year subsequent to the calendar year in which those Shares vest, Participant shall, on or before the last business day of the calendar year in which the Shares vest, deliver to the Corporation a check payable to its order in the dollar amount equal to the Employment Taxes required to be withheld with respect to those Shares. (e) Except as otherwise provided in Paragraph 4 5 and Paragraph 5(b) 4, the settlement of all Restricted Stock Units which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued pursuant to the Award shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share.

Collection of Withholding Taxes. (a) Upon the applicable Issue Date, the Corporation shall issue to or on behalf of Participant a certificate (which may be in electronic form) for the applicable number of underlying shares of Common Stock, subject, however, to the Corporation’s collection of the applicable Withholding Taxes. (b) Until such time as the Corporation provides Participant with written or electronic notice to the contrary, the Corporation shall collect Withholding Taxes required to be withheld with respect to the vesting or issuance of the vested Shares hereunder (including shares attributable to the dividend equivalent rights provided under Paragraph 4) through an automatic share withholding procedure pursuant to which the Corporation will withhold, at the time of such vesting or issuance, a portion of the Shares with a Fair Market Value (measured as of the vesting or issuance dateIssue Date, as applicable) equal to the amount of those taxes (including taxes resulting from such withholding) (the “Share Withholding Method”)) necessary to satisfy the Corporation’s required tax withholding obligations; provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s required maximum statutory tax withholding obligations using the minimum statutory withholding rates for federal federal, state and state local tax purposes purposes, including the Participant’s share of payroll or similar taxes, that are applicable to supplemental taxable income, or as otherwise approved by the Plan AdministratorParticipant’s relevant jurisdiction. Participant shall be notified in writing or electronically in the event such Share Withholding Method is no longer available. (c) Should any Shares (including shares attributable to the dividend equivalent rights provided under Paragraph 4) vest or be issued at a time when the Share Withholding Method is not available, then the Withholding Taxes required to be withheld with respect to those Shares shall be collected from Participant through either of the following alternatives: - Participant’s delivery of his or her separate check payable to the Corporation in the amount of such taxes, or - the use of the proceeds from a next-day sale of the Shares issued to Participant, provided and only if (i) such a sale is permissible under the Corporation’s trading policies governing the sale of Common Stock, (ii) Participant makes an irrevocable commitment, on or before the Issue Date for those Shares, to effect such sale of the Shares and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (d) Except as otherwise provided in Paragraph 4 and Paragraph 5(b) the settlement of all Restricted Stock Units which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued pursuant to the Award shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share.

Collection of Withholding Taxes. (ai) Upon The Participant is hereby provided with the applicable Issue Dateright (the "Share Withholding Right"), exercisable in accordance with the terms and conditions set forth in Paragraph C.5(ii) below, to satisfy the Withholding Taxes which become due upon the vesting of the Issued Shares under this Agreement by directing the Corporation shall issue to or on behalf of Participant a certificate (which may withhold, from the vested Issued Shares to be in electronic form) for the applicable number of underlying shares of Common Stock, subject, however, released from escrow and delivered to the Corporation’s collection of the applicable Withholding Taxes. (b) Until such time as the Corporation provides Participant with written or electronic notice to the contrary, the Corporation shall collect Withholding Taxes required to be withheld with respect to the vesting or issuance of the vested Shares hereunder (including shares attributable to the dividend equivalent rights provided under Paragraph 4) through an automatic share withholding procedure pursuant to which the Corporation will withhold, at the time of such vesting or issuancethat time, a portion of the those Issued Shares with a Fair Market Value (measured as of the vesting or issuance date, as applicable) equal to the amount percentage of those taxes the applicable Withholding Taxes (including taxes resulting from such withholdingnot to exceed one hundred percent (100%)) (designated by the “Share Withholding Method”)Participant; provided, however, that the amount of any Issued Shares which the Corporation shall be required to so withheld withhold shall not exceed the amount necessary to satisfy the Corporation’s 's required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes purposes, including payroll taxes, that are applicable to supplemental taxable income. (ii) The Participant may only exercise the Share Withholding Right by providing written notice to the Corporation's Vice President-Human Resources: - at least three (3) months prior to the scheduled vesting date for the Issued Shares, or as otherwise approved and - during an open window period in which trading in the Corporation's securities is not precluded by the Plan AdministratorCorporation's insider trading policies. Participant Thx xxxxxx, xxxx given, shall be notified irrevocable and cannot be modified or revised in writing or electronically any manner. (iii) Should the Participant not exercise the Share Withholding Right in accordance with the applicable timing requirements of Paragraph C.5(ii), then none of the Issued Shares shall be applied to the satisfaction of the Withholding Taxes due upon the vesting of the Issued Shares, and the Participant must deliver to the Corporation a check in the event amount of those Withholding Taxes at or before the time the Issued Shares vest. (iv) Should the Participant exercise the Share Withholding Right in accordance with the requirements of Paragraph C.5(ii), then the number of vested Issued Shares which shall be delivered to him or her shall be reduced by the number of Issued Shares withheld by the Corporation to satisfy the percentage of the applicable Withholding Taxes specified by the Participant in his or her notice of exercise of such right. No fractional Issued Shares shall be withheld pursuant to such Share Withholding Method Right. To the extent the number of Issued Shares withheld is no longer available. (c) Should any Shares (including shares attributable not sufficient to cover all the applicable Withholding Taxes, the Participant shall pay the remaining amount to the dividend equivalent rights provided under Paragraph 4) vest or be issued at a time when the Share Withholding Method is not available, then the Withholding Taxes required to be withheld with respect to those Shares shall be collected from Participant through either of the following alternatives: - Participant’s delivery of his or her separate Corporation in check payable to the Corporation in the amount of such taxes, or - the use of the proceeds from a next-day sale of the Shares issued to Participant, provided and only if (i) such a sale is permissible under the Corporation’s trading policies governing the sale of Common Stock, (ii) Participant makes an irrevocable commitment, on or before the Issue Date for those Shares, to effect such sale of the Shares and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002's order. (d) Except as otherwise provided in Paragraph 4 and Paragraph 5(b) the settlement of all Restricted Stock Units which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued pursuant to the Award shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share.

Collection of Withholding Taxes. (a) Upon the applicable Issue Date, the Corporation shall issue to or on behalf of Participant a certificate (which may be in electronic form) for the applicable number of underlying shares of Common Stock, subject, however, to the Corporation’s collection of the applicable Withholding Taxes. (b) Until such time as the Corporation Company provides Participant with written or electronic notice to the contrary, Participant may pay the Corporation shall collect Withholding Taxes required to be withheld with respect through one of the following methods: (i) Participant’s delivery of his or her separate check payable to the vesting or issuance Company in the amount of the vested Withholding Taxes, (ii) the use of the proceeds from a next-day sale of the Shares hereunder issued to Participant, provided and only if (including shares attributable A) such a sale is permissible under the Company’s trading policies governing the sale of Shares, (B) Participant makes an irrevocable commitment, on or before the issuance date for those Shares, to effect such sale of the dividend equivalent rights provided Shares and (C) the transaction is not otherwise deemed to constitute a prohibited loan under Paragraph 4Section 402 of the Xxxxxxxx-Xxxxx Act of 2002, or (iii) through an automatic share withholding procedure pursuant to which the Corporation Company will withholdreduce, at on the time settlement date, the number of such vesting or issuance, Vested RSUs that would otherwise be settled by the issuance of Shares by a portion number of the Vested RSUs representing rights to receive Shares with having a Fair Market Value (measured as of the vesting or issuance date, as applicable) equal to the amount of those taxes (including taxes resulting from such withholding) the Withholding Taxes (the “Share RSU Withholding Method”); provided, however, that the amount of any Shares Vested RSUs so withheld shall not exceed the amount necessary to satisfy the Corporation’s Company‘s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes that are applicable to supplemental taxable income, or as otherwise approved by the Plan Administrator. Participant shall be notified in writing or electronically in the event such Share Withholding Method is no longer available. (cb) Should any Shares (including shares attributable to In the dividend equivalent rights provided under Paragraph 4) vest or be issued at a time when event the Share Withholding Method is Company has not available, then the Withholding Taxes required to be withheld with respect to those Shares shall be collected received from Participant through either on or before the issuance of Shares in settlement of the following alternatives: - Participant’s delivery of his Award, (A) payment in accordance with Section 6(a)(i) above or her separate check payable (B) an irrevocable commitment to the Corporation in the amount of such taxes, or - the use of the proceeds from effect a next-day sale of the Shares issued to Participantin accordance with Section 6(a)(ii) above, provided and only if then the Company shall automatically collect the Withholding Taxes through the RSU Withholding Method. (c) For purposes of this Agreement, “Withholding Taxes” shall mean (i) such a sale is permissible the employee portion of the federal, state and local employment taxes required to be withheld by the Company in connection with the vesting of RSUs under the Corporation’s trading policies governing the sale of Common Stock, Award and (ii) Participant makes an irrevocable commitmentthe federal, on or before the Issue Date for those Shares, to effect such sale of the Shares state and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (d) Except as otherwise provided in Paragraph 4 and Paragraph 5(b) the settlement of all Restricted Stock Units which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock local income taxes required to be issued pursuant to withheld by the Award shall, to the extent necessary, be rounded down to the next whole share Company in order to avoid connection with the issuance of a fractional shareShares in settlement of Vested RSUs.

Collection of Withholding Taxes. (a) Upon the applicable Issue Date, the Corporation Company shall issue to or on behalf of Participant a certificate (which may be in electronic form) for the applicable number of underlying shares of Common Stock, subject, however, to the CorporationCompany’s collection of the applicable Withholding Taxes. (b) Regardless of any action the Company or the Affiliate that employs the Participant (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account, or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items owed by the Participant is and remains the Participant’s responsibility and that such amount may exceed the amount actually withheld by the Company and/or the Employer. The Participant further acknowledges that the Company and/or the Employer (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant or vesting of the Restricted Stock Units, the issuance of Shares upon settlement of the Restricted Stock Units, the subsequent sale of Shares, and the receipt of any dividends or dividend equivalents; and (ii) does not commit and is under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Participant’s Revised 5/1/18 liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant becomes subject to tax in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former Employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (c) Until such time as the Corporation Company provides Participant with written or electronic notice to the contrary, the Corporation Company shall collect Withholding Taxes required to be withheld with respect to the vesting or issuance of the vested Shares hereunder (including shares attributable to the dividend equivalent rights provided under Paragraph 4) through an automatic share withholding procedure pursuant to which the Corporation Company will withhold, at the time of such vesting or issuance, a portion of the Shares with a Fair Market Value (measured as of the vesting or issuance date, as applicable) equal to the amount of those taxes (including taxes resulting from such withholding) (the “Share Withholding Method”); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s Company‘s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes that are applicable to supplemental taxable income, or as otherwise approved by the Plan Administrator. Participant shall be notified in writing or electronically in the event such Share Withholding Method is no longer available. (cd) Should any Shares (including shares attributable to the dividend equivalent rights provided under Paragraph 4) vest or be issued at a time when the Share Withholding Method is not available, then the Withholding Taxes required to be withheld with respect to those Shares shall be collected from Participant through either of the following alternatives: - Participant’s delivery of his or her separate check payable to the Corporation Company in the amount of such taxes, or - the use of the proceeds from a next-day sale of the Shares issued to Participant, provided and only if (i) such a sale is permissible under the CorporationCompany’s trading policies governing the sale of Common Stock, (ii) Participant makes an irrevocable commitment, on or before the Issue Date for those Shares, to effect such sale of the Shares and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (de) Except as otherwise provided in Paragraph 4 5 and Paragraph 5(b) 4, the settlement of all Restricted Stock Units which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued pursuant to the Award shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share.

Collection of Withholding Taxes. (a) Upon the applicable Issue Date, the Corporation shall issue to or on behalf of Participant a certificate (which may be in electronic form) for the applicable number of underlying shares of Common Stock, subject, however, to the Corporation’s collection of the applicable Withholding Taxes. (b) Until such time as the Corporation Company provides Participant with written or electronic notice to the contrary, Participant may pay the Corporation shall collect Withholding Taxes required to be withheld with respect through one, or a combination, of the following methods: (i) Participant’s delivery of his or her separate check payable to the vesting or issuance Company in the amount of the vested Withholding Taxes, (ii) the use of the proceeds from a next-day sale of the Shares hereunder issued to Participant, provided and only if (including shares attributable A) such a sale is permissible under the Company’s trading policies governing the sale of Shares, (B) Participant makes an irrevocable commitment, on or before the issuance date for those Shares, to effect such sale of the dividend equivalent rights provided Shares and (C) the transaction is not otherwise deemed to constitute a prohibited loan under Paragraph 4Section 402 of the Xxxxxxxx-Xxxxx Act of 2002, or (iii) through an automatic share withholding procedure pursuant to which the Corporation Company will withholdreduce, at on the time settlement date, the number of such vesting or issuance, Vested RSUs that would otherwise be settled by the issuance of Shares by a portion number of the Vested RSUs representing rights to receive Shares with having a Fair Market Value (measured as of the vesting or issuance date, as applicable) equal to the amount of those taxes (including taxes resulting from such withholding) the Withholding Taxes (the “Share RSU Withholding Method”); provided, however, that the amount of any Shares Vested RSUs so withheld shall not exceed the amount necessary to satisfy the Corporation’s Company‘s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes that are applicable to supplemental taxable income, or as otherwise approved by the Plan Administrator. Participant shall be notified in writing or electronically in the event such Share Withholding Method is no longer available. (cb) Should any Shares (including shares attributable to In the dividend equivalent rights provided under Paragraph 4) vest or be issued at a time when event the Share Withholding Method is Company has not available, then the Withholding Taxes required to be withheld with respect to those Shares shall be collected received from Participant through either on or before the issuance of Shares in settlement of the following alternatives: - Participant’s delivery of his Award, (A) payment in accordance with Section 6(a)(i) above or her separate check payable (B) an irrevocable commitment to the Corporation in the amount of such taxes, or - the use of the proceeds from effect a next-day sale of the Shares issued to Participantin accordance with Section 6(a)(ii) above, provided and only if then the Company shall automatically collect the Withholding Taxes through the RSU Withholding Method. (c) For purposes of this Agreement, “Withholding Taxes” shall mean (i) such a sale is permissible the employee portion of the federal, state and local employment taxes required to be withheld by the Company in connection with the vesting of RSUs under the Corporation’s trading policies governing the sale of Common Stock, Award and (ii) Participant makes an irrevocable commitmentthe federal, on or before the Issue Date for those Shares, to effect such sale of the Shares state and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (d) Except as otherwise provided in Paragraph 4 and Paragraph 5(b) the settlement of all Restricted Stock Units which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock local income taxes required to be issued pursuant to withheld by the Award shall, to the extent necessary, be rounded down to the next whole share Company in order to avoid connection with the issuance of a fractional shareShares in settlement of Vested RSUs.

Collection of Withholding Taxes. (a) Upon The Company shall collect the applicable Issue employee portion of the FICA taxes (Social Security and Medicare) with respect to the Restricted Stock Units at the time those Restricted Stock Units vest hereunder. The FICA taxes shall be based on the Fair Market Value of the shares underlying the Restricted Stock Units on the Vesting Date. The Company shall also collect the employee portion of the FICA taxes with respect to any phantom dividends at the time those phantom dividends vest hereunder. The FICA taxes shall be based on the cash amount and the fair market value of any other property underlying the phantom dividends on the Vesting Date. Unless the Grantee delivers a separate check payable to the Company in the amount of the FICA taxes required to be withheld from the Grantee, the Corporation Company shall issue to or on behalf of Participant a certificate (which may be in electronic form) for withhold those taxes from the applicable number of underlying shares of Common StockGrantee’s wages. However, subject, however, to if the Corporation’s collection Grantee is at the time an executive officer of the applicable Withholding TaxesCompany, then such withholding taxes must be collected from the Grantee through delivery of his or her separate check not later than the Vesting Date. (b) Until such time as the Corporation provides Participant with written or electronic notice to the contrary, the Corporation The Company shall collect Withholding Taxes the federal, state and local income taxes required to be withheld with respect to the vesting or distribution of the phantom dividend equivalents to the Grantee by withholding a portion of that distribution equal to the amount of those taxes, with the cash portion of the distribution to be the first portion so withheld. Until such time as the Company provides the Grantee with notice to the contrary, the Company shall collect the federal, state and local income taxes required to be withheld with respect to the issuance of the vested Shares shares underlying the Restricted Stock Units that vest hereunder (including shares attributable to the dividend equivalent rights provided under Paragraph 4) through an automatic share withholding procedure pursuant to which the Corporation Company will withhold, at the time of such vesting or issuance, a portion of the Shares shares with a Fair Market Value (measured as of the vesting or issuance date, as applicable) equal to the amount of those taxes (including taxes resulting from such withholding) (the “Share Withholding Method”); provided, however, that the amount of any Shares shares so withheld shall not exceed the amount necessary to satisfy the CorporationCompany’s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes that are applicable to supplemental taxable income, or as otherwise approved by the Plan Administrator. Participant The Grantee shall be notified in writing or electronically in the event such Share Withholding Method is no longer available. (c) Should If any Shares (including shares attributable to the dividend equivalent rights provided under Paragraph 4) vest or be issued are distributed at a time when the Share Withholding Method is not available, then the Withholding Taxes federal, state and local income taxes required to be withheld with respect to those Shares shares shall be collected from Participant the Grantee through either of the following alternatives: - Participantthe Grantee’s delivery of his or her separate check payable to the Corporation Company in the amount of such taxesWithholding Taxes, or - the use of the proceeds from a next-day sale of the Shares shares issued to Participantthe Grantee, provided and only if (i) such a sale is permissible under the CorporationCompany’s trading policies governing the sale of Common Company Stock, (ii) Participant the Grantee makes an irrevocable commitment, on or before the Issue Vesting Date or the Repayment Date (as applicable) for those Sharesshares, to effect such sale of the Shares shares and (iii) the transaction is not otherwise deemed to constitute involve a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (d) If any other amounts become distributable to the Grantee in consideration for the shares underlying the Restricted Stock Units, then the federal, state and local income taxes required to be withheld with respect to those amounts shall be collected from the Grantee pursuant to such procedures as the Company deems appropriate under the circumstances, including (without limitation) the Grantee’s delivery of his or her separate check payable to the Company in the amount of such Withholding Taxes. (e) Except as otherwise provided in Paragraph 4 Sections 3(c) and Paragraph 5(b) 6(b), the settlement of all Restricted Stock Units which vest under the Award Grant shall be made solely in shares of Common Company Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Company Stock to be issued pursuant to the Award Grant shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share.

Collection of Withholding Taxes. (a) Upon the applicable Issue Date, the Corporation shall issue to or on behalf of Participant a certificate (which may be in electronic form) for the applicable number of underlying shares of Common Stock, subject, however, to the Corporation’s collection of the applicable Withholding Taxes. (b) Until such time as the Corporation provides Participant with written or electronic notice to the contrary, the Corporation shall collect Withholding Taxes required to be withheld with respect to the vesting or issuance of the vested Shares hereunder (including shares attributable to the dividend equivalent rights provided under Paragraph 4) through an automatic share withholding procedure pursuant to which the Corporation will withhold, at the time of such vesting or issuance, a portion of the Shares with a Fair Market Value (measured as of the vesting or issuance date, as applicable) equal to the amount of those taxes (including taxes resulting from such withholding) (the “Share Withholding Method”); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s Corporation‘s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes that are applicable to supplemental taxable income, or as otherwise approved by the Plan Administrator. Participant shall be notified in writing or electronically in the event such Share Withholding Method is no longer available. (c) Should any Shares (including shares attributable to the dividend equivalent rights provided under Paragraph 4) vest or be issued at a time when the Share Withholding Method is not available, then the Withholding Taxes required to be withheld with respect to those Shares shall be collected from Participant through either of the following alternatives: - – Participant’s delivery of his or her separate check payable to the Corporation in the amount of such taxes, or - – the use of the proceeds from a next-day sale of the Shares issued to Participant, provided and only if (i) such a sale is permissible under the Corporation’s trading policies governing the sale of Common Stock, (ii) Participant makes an irrevocable commitment, on or before the Issue Date for those Shares, to effect such sale of the Shares and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (d) Except as otherwise provided in Paragraph 4 5 and Paragraph 5(b) 4, the settlement of all Restricted Stock Units which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued pursuant to the Award shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share.

Collection of Withholding Taxes. (a) Upon The Corporation shall collect the applicable Issue Dateemployee portion of the FICA taxes (Social Security and Medicare) with respect to the Shares at the time those Shares vest hereunder. The FICA taxes shall be based on the Fair Market Value of the Shares on their vesting date. The Corporation shall also collect the employee portion of the FICA taxes with respect to any phantom dividends at the time those phantom dividends vest hereunder. The FICA taxes shall be based on the cash amount and the fair market value of any other property underlying the phantom dividends on the vesting date. Unless the Participant delivers a separate check payable to the Corporation in the amount of the FICA taxes required to be withheld from the Participant, the Corporation shall issue to or on behalf withhold those taxes from the Participant’s wages. However, if the Participant is at the time an executive officer of Participant a certificate (which may be in electronic form) for the applicable number of underlying shares of Common Stock, subject, however, to the Corporation’s collection , then such withholding taxes must be collected from the Participant through delivery of his or her separate check not later than the applicable Withholding Taxesvesting date. (b) The Corporation shall collect the federal, state and local income taxes required to be withheld with respect to the distribution of the phantom dividend equivalents to the Participant by withholding a portion of that distribution equal to the amount of those taxes, with the cash portion of the distribution to be the first portion so withheld. Until such time as the Corporation provides the Participant with written or electronic notice to the contrary, the Corporation shall collect Withholding Taxes the federal, state and local income taxes required to be withheld with respect to the vesting or issuance of the vested Shares that vest hereunder (including shares attributable to the dividend equivalent rights provided under Paragraph 4) through an automatic share Share withholding procedure pursuant to which the Corporation will withhold, at the time of such vesting or issuance, a portion of the Shares with a Fair Market Value (measured as of the vesting or issuance date, as applicable) equal to the amount of those taxes (including taxes resulting from such withholding) (the “Share Withholding Method”); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s Corporation‘s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes that are applicable to supplemental taxable income, or as otherwise approved by the Plan Administrator. Participant shall be notified in writing or electronically in the event such Share Withholding Method is no longer available. (c) Should any Shares (including shares attributable to the dividend equivalent rights provided under Paragraph 4) vest or be issued distributed at a time when the Share Withholding Method is not available, then the Withholding Taxes federal, state and local income taxes required to be withheld with respect to those Shares shall be collected from the Participant through either of the following alternatives: - — the Participant’s delivery of his or her separate check payable to the Corporation in the amount of such taxesWithholding Taxes, or - — the use of the proceeds from a next-day sale of the Shares issued to the Participant, provided and only if (i) such a sale is permissible under the Corporation’s trading policies governing the sale of Common Stock, (ii) the Participant makes an irrevocable commitment, on or before the Issue Issuance Date for those Shares, to effect such sale of the Shares and (iii) the transaction is not otherwise deemed to constitute involve a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (d) Should any other amounts become distributable to Participant in consideration for the Shares, then the federal, state and local income taxes required to be withheld with respect to those amounts shall be collected from the Participant pursuant to such procedures as the Corporation deems appropriate under the circumstances, including (without limitation) the Participant’s delivery of his or her separate check payable to the Corporation in the amount of such Withholding Taxes. (e) Except as otherwise provided in Paragraph 4 6 and Paragraph 5(b) 8(b), the settlement of all Restricted Stock Units which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued pursuant to the Award shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share.

Collection of Withholding Taxes. (a) Upon the applicable Issue Date, the Corporation shall issue to or on behalf of Participant a certificate (which may be in electronic form) for the applicable number of underlying shares of Common Stock, subject, however, to the Corporation’s collection of the applicable Withholding Taxes. (b) Until such time as the Corporation provides Participant with written or electronic notice to the contrary, the Corporation shall collect Withholding Taxes required to be withheld with respect to the vesting or issuance of the vested Shares hereunder (including shares attributable to the dividend equivalent rights provided under Paragraph 4) through an automatic share withholding procedure pursuant to which the Corporation will withhold, at the time of such vesting or issuance, a portion of the Shares with a Fair Market Value (measured as of the vesting or issuance date, as applicable) equal to the amount of those taxes (including taxes resulting from such withholding) (the “Share Withholding Method”); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes that are applicable to supplemental taxable income, or as otherwise approved by the Plan Administrator. Participant shall be notified in writing or electronically in the event such Share Withholding Method is no longer available. (c) Should any Shares (including shares attributable to the dividend equivalent rights provided under Paragraph 4) vest or be issued at a time when the Share Withholding Method is not available, then the Withholding Taxes required to be withheld with respect to those Shares shall be collected from Participant through either of the following alternatives: - – Participant’s delivery of his or her separate check payable to the Corporation in the amount of such taxes, or - – the use of the proceeds from a next-day sale of the Shares issued to Participant, provided and only if (i) such a sale is permissible under the Corporation’s trading policies governing the sale of Common Stock, (ii) Participant makes an irrevocable commitment, on or before the Issue Date for those Shares, to effect such sale of the Shares and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (d) Except as otherwise provided in Paragraph 4 5 and Paragraph 5(b) 4, the settlement of all Restricted Stock Units which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued pursuant to the Award shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share.

Collection of Withholding Taxes. (a) Upon the applicable Issue Date, the Corporation shall issue to or on behalf of Participant a certificate (which may be in electronic form) for the applicable number of underlying shares of Common Stock, subject, however, to the Corporation’s collection of the applicable Withholding Taxes. (b) Until such time as the Corporation provides Participant with written or electronic notice to the contrary, the Corporation shall collect Withholding Taxes required to be withheld with respect to the vesting or issuance of the vested Shares hereunder (including shares attributable to the dividend equivalent rights provided under Paragraph 4) through an automatic share withholding procedure pursuant to which the Corporation will withhold, at the time of such vesting or issuance, a portion of the Shares with a Fair Market Value (measured as of the vesting or issuance date, as applicable) equal to the amount of those taxes (including taxes resulting from such withholding) (the “Share Withholding Method”); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s Corporation‘s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes that are applicable to supplemental taxable income, or as otherwise approved by the Plan Administrator. Participant shall be notified in writing or electronically in the event such Share Withholding Method is no longer available. (c) Should any Shares (including shares attributable to the dividend equivalent rights provided under Paragraph 4) vest or be issued at a time when the Share Withholding Method is not available, then the Withholding Taxes required to be withheld with respect to those Shares shall be collected from Participant through either of the following alternatives: - Participant’s delivery of his or her separate check payable to the Corporation in the amount of such taxes, or - the use of the proceeds from a next-day sale of the Shares issued to Participant, provided and only if (i) such a sale is permissible under the Corporation’s trading policies governing the sale of Common Stock, (ii) Participant makes an irrevocable commitment, on or before the Issue Date for those Shares, to effect such sale of the Shares and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (d) Except as otherwise provided in Paragraph 4 5 and Paragraph 5(b) 4, the settlement of all Restricted Stock Units which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued pursuant to the Award shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share.. Revised 2/8/16

Collection of Withholding Taxes. (a) Upon the applicable Issue Date, the Corporation shall issue to or on behalf of Participant a certificate (which may be in electronic form) for the applicable number of underlying shares of Common Stock, subject, however, to the Corporation’s collection of the applicable Withholding Taxes. (b) Until such time as the Corporation provides Participant with written or electronic notice to the contrary, the Corporation shall collect Withholding Taxes required to be withheld with respect to the vesting or issuance of the vested Shares hereunder (including shares attributable to the dividend equivalent rights provided under Paragraph 4) through an automatic share withholding procedure pursuant to which the Corporation will withhold, at the time of such vesting or issuance, a portion of the Shares with a Fair Market Value (measured as of the vesting or issuance date, as applicable) equal to the amount of those taxes (including taxes resulting from such withholding) (the “Share Withholding Method”); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s Corporation‘s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes that are applicable to supplemental taxable income, or as otherwise approved by the Plan Administrator. Participant shall be notified in writing or electronically in the event such Share Withholding Method is no longer available. (c) Should any Shares (including shares attributable to the dividend equivalent rights provided under Paragraph 4) vest or be issued at a time when the Share Withholding Method is not available, then the Withholding Taxes required to be withheld with respect to those Shares shall be collected from Participant through either of the following alternatives: - Participant’s delivery of his or her separate check payable to the Corporation in the amount of such taxes, or - the use of the proceeds from a next-day sale of the Shares issued to Participant, provided and only if (i) such a sale is permissible under the Corporation’s trading policies governing the sale of Common Stock, (ii) Participant makes an irrevocable commitment, on or before the Issue Date for those Shares, to effect such sale of the Shares and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (d) Except as otherwise provided in Paragraph 4 5 and Paragraph 5(b) 4, the settlement of all Restricted Stock Units which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued pursuant to the Award shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share.. Revised 2/12/16

Collection of Withholding Taxes. (a) Upon the applicable Issue Date, the Corporation Company shall issue to or on behalf of Participant a certificate (which may be in electronic form) for the applicable number of underlying shares of Common Stock, subject, however, to the CorporationCompany’s collection of the applicable Withholding Taxes. (b) Regardless of any action the Company or the Affiliate that employs the Participant (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account, or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items owed by the Participant is and remains the Participant’s responsibility and that such amount may exceed the amount actually withheld by the Company and/or the Employer. The Participant further acknowledges that the Company and/or the Employer (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant or vesting of the Restricted Stock Units, the issuance of Shares upon settlement of the Restricted Stock Units, the subsequent sale of Shares, and the receipt of any dividends or dividend equivalents; and (ii) does not commit and is under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant becomes subject to tax in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former Employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (c) Until such time as the Corporation Company provides Participant with written or electronic notice to the contrary, the Corporation Company shall collect Withholding Taxes required to be withheld with respect to the vesting or issuance of the vested Shares hereunder (including shares attributable to the dividend equivalent rights provided under Paragraph 4) through an automatic share withholding procedure pursuant to which the Corporation Company will withhold, at the time of such vesting or issuance, a portion of the Shares with a Fair Market Value (measured as of the vesting or issuance date, as applicable) equal to the amount of those taxes (including taxes resulting from such withholding) (the “Share Withholding Method”); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s Company‘s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes that are applicable to supplemental taxable income, or as otherwise approved by the Plan Administrator. Participant shall be notified in writing or electronically in the event such Share Withholding Method is no longer available. (cd) Should any Shares (including shares attributable to the dividend equivalent rights provided under Paragraph 4) vest or be issued at a time when the Share Withholding Method is not available, then the Withholding Taxes required to be withheld with respect to those Shares shall be collected from Participant through either of the following alternatives: - Participant’s delivery of his or her separate check payable to the Corporation Company in the amount of such taxes, or - the use of the proceeds from a next-day sale of the Shares issued to Participant, provided and only if (i) such a sale is permissible under the CorporationCompany’s trading policies governing the sale of Common Stock, (ii) Participant makes an irrevocable commitment, on or before the Issue Date for those Shares, to effect such sale of the Shares and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (de) Except as otherwise provided in Paragraph 4 5 and Paragraph 5(b) 4, the settlement of all Restricted Stock Units which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued pursuant to the Award shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share.

Collection of Withholding Taxes. (a) Upon the applicable Issue Date, the Corporation shall issue to or on behalf of Participant a certificate (which may be in electronic form) for the applicable number Revised 2/ /13 4 of underlying shares of Common Stock, subject, however, to the Corporation’s collection of the applicable Withholding Taxes. (b) Until such time as the Corporation provides Participant with written or electronic notice to the contrary, the Corporation shall collect Withholding Taxes required to be withheld with respect to the vesting or issuance of the vested Shares hereunder (including shares attributable to the dividend equivalent rights provided under Paragraph 4) through an automatic share withholding procedure pursuant to which the Corporation will withhold, at the time of such vesting or issuance, a portion of the Shares with a Fair Market Value (measured as of the vesting or issuance date, as applicable) equal to the amount of those taxes (including taxes resulting from such withholding) (the “Share Withholding Method”); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s Corporation‘s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes that are applicable to supplemental taxable income, or as otherwise approved by the Plan Administrator. Participant shall be notified in writing or electronically in the event such Share Withholding Method is no longer available. (c) Should any Shares (including shares attributable to the dividend equivalent rights provided under Paragraph 4) vest or be issued distributed at a time when the Share Withholding Method is not available, then the Withholding Taxes required to be withheld with respect to those Shares shall be collected from Participant through either of the following alternatives: - • Participant’s delivery of his or her separate check payable to the Corporation in the amount of such taxes, or - • the use of the proceeds from a next-day sale of the Shares issued to Participant, provided and only if (i) such a sale is permissible under the Corporation’s trading policies governing the sale of Common Stock, (ii) Participant makes an irrevocable commitment, on or before the Issue Date for those Shares, to effect such sale of the Shares and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (d) Except as otherwise provided in Paragraph 4 and Paragraph 5(b) the settlement of all Restricted Stock Units which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued pursuant to the Award shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share.

Collection of Withholding Taxes. (a) Upon the applicable Issue Dateexercise of all or any portion of this Option, the Corporation Company shall issue to or on behalf of Participant the Optionee a certificate (which may be in electronic form) for the applicable number of underlying shares of Common Stock, subject, however, to the CorporationCompany’s collection of all applicable income and employment taxes required to be withheld by the applicable Company or any Affiliate (the “Withholding Taxes”). (b) Until such time as the Corporation Company provides Participant the Optionee with written or electronic notice to the contrary, the Corporation Company shall collect the applicable Withholding Taxes required to be withheld with respect to the vesting shares of Stock which become issuable upon exercise of all or issuance any portion of the vested Shares hereunder (including shares attributable to the dividend equivalent rights provided under Paragraph 4) this Option through an automatic share withholding procedure pursuant to which the Corporation will Company shall withhold, at the time of such vesting or issuance, a portion of the Shares shares of Stock with a Fair Market Value (measured as of the vesting or issuance date, as applicableapplicable date of exercise) equal to the amount of those taxes (including taxes resulting from such withholding) (the “Share Withholding Method”)taxes; provided, ; however, that the amount of any Shares shares of Stock so withheld shall not exceed the amount necessary to satisfy the CorporationCompany’s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes that are applicable to supplemental taxable income, income or as otherwise such higher amount approved in advance by the Plan AdministratorCommittee. Participant shall be notified in writing or electronically in In the event payment is to be made in a form other than the shares of Stock, then the Company shall collect from the Optionee the applicable Withholding Taxes pursuant to such Share Withholding Method is no longer availableprocedures as the Company deems appropriate under the circumstances. (c) Should any Shares (including shares attributable to the dividend equivalent rights provided under Paragraph 4) vest or be issued of Stock become issuable upon exercise of this Option at a time when the Share Withholding Method share withholding method is not available, then the Withholding ​ Taxes required to be withheld with respect to those Shares shall be collected from Participant through either of the following alternatives: - ParticipantOptionee pursuant to such procedures as the Company deems appropriate including, without limitation, the Optionee’s delivery of his or her separate check payable to the Corporation Company in the amount of such taxes, Withholding Taxes or - the use of the proceeds from a next-day sale of the Shares shares issued to Participantthe Optionee, provided and only if (i) such a sale is permissible under the CorporationCompany’s trading xxxxxxx xxxxxxx policies governing the sale of Common Stock, shares; (ii) Participant the Optionee makes an irrevocable commitment, on or before the Issue Date for those Sharesexercise date, to effect such sale of the Shares shares; and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (d) Except as otherwise provided in Paragraph 4 and Paragraph 5(b) the settlement of all Restricted Stock Units which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares of Stock be issued. Accordingly, the total number of shares of Common Stock to be issued pursuant to the Award this Option shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share.

Collection of Withholding Taxes. (a) Upon the applicable Issue Date, the Corporation shall issue to or on behalf of Participant a certificate (which may be in electronic form) for the applicable number of underlying shares of Common Stock, subject, however, to the Corporation’s collection of the applicable Withholding Taxes. (b) Until such time as the Corporation provides Participant with written or electronic notice to the contrary, the Corporation shall collect Withholding Taxes required to be withheld with respect to the vesting or issuance of the vested Shares hereunder (including shares attributable to the dividend equivalent rights provided under Paragraph 4) through an automatic share withholding procedure pursuant to which the Corporation will withhold, at the time of such vesting or issuance, a portion of the Shares with a Fair Market Value (measured as of the vesting or issuance date, as applicable) equal to the amount of those taxes (including taxes resulting from such withholding) (the “Share Withholding Method”); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes that are applicable to supplemental taxable income, or as otherwise approved by the Plan Administrator. Participant shall be notified in writing or electronically in the event such Share Withholding Method is no longer available. (c) Should any Shares (including shares attributable to the dividend equivalent rights provided under Paragraph 4) vest or be issued at a time when the Share Withholding Method is not available, then the Withholding Taxes required to be withheld with respect to those Shares shall be collected from Participant through either of the following alternatives: - • Participant’s delivery of his or her separate check payable to the Corporation in the amount of such taxes, or - • the use of the proceeds from a next-day sale of the Shares issued to Participant, provided and only if (i) such a sale is permissible under the Corporation’s trading policies governing the sale of Common Stock, (ii) Participant makes an irrevocable commitment, on or before the Issue Date for those Shares, to effect such sale of the Shares and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (d) Except as otherwise provided in Paragraph 4 and Paragraph 5(b) the settlement of all Restricted Stock Units which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued pursuant to the Award shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share.

Collection of Withholding Taxes. (a) Upon the applicable Issue Date, the Corporation shall issue to or on behalf of the Participant a certificate (which may be in electronic form) for the applicable number of underlying shares of Common Stock, subject, however, to the Corporation’s collection of the applicable Withholding Taxes. (b) Until such time as the Corporation provides the Participant with written or electronic notice to the contrary, the Corporation shall collect the Withholding Taxes required to be withheld with respect to the vesting or issuance of the vested Shares hereunder (including shares attributable to the dividend equivalent rights provided under Paragraph 4) through an automatic share withholding procedure pursuant to which the Corporation will withhold, at the time of such vesting or issuance, a portion of the Shares with a Fair Market Value (measured as of the vesting or issuance date, as applicable) equal to the amount of those taxes (including taxes resulting from such withholding) (the “Share Withholding Method”); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes that are applicable to supplemental taxable income, or as otherwise approved by the Plan Administrator. The Participant shall be notified in writing or electronically in the event such Share Withholding Method is no longer available. (c) Should any Shares (including shares attributable to the dividend equivalent rights provided under Paragraph 4) vest or be issued distributed at a time when that the Share Withholding Method is not available, then the Withholding Taxes required to be withheld with respect to those Shares shall be collected from the Participant through either of the following alternatives: - the Participant’s delivery of his or her separate check payable to the Corporation in the amount of such taxes, or - the use of the proceeds from a next-day sale of the Shares issued to the Participant, provided and only if (i) such a sale is permissible under the Corporation’s trading policies governing the sale of Common Stock, (ii) the Participant makes an irrevocable commitment, on or before the Issue Date for those Shares, to effect such sale of the Shares and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002. (d) Notwithstanding the provisions of subparagraphs (a) and (b) of this Paragraph 7, the employee portion of the federal, state and local employment taxes required to be withheld by the Corporation in connection with the vesting of the Shares (the “Employment Taxes”) shall in all events be collected from the Participant no later than the last business day of the calendar year in which the Shares vest hereunder. Accordingly, to the extent the Issue Date for one or more vested Shares is to occur in a year subsequent to the calendar year in which those Shares vest, the Participant shall, on or before the last business day of the calendar year in which the Shares vest, deliver to the Corporation a check payable to its order in the dollar amount equal to the Employment Taxes required to be withheld with respect to those Shares. (e) Except as otherwise provided in Paragraph 4 and Paragraph 5(b) 5, the settlement of all Restricted Stock Units which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued pursuant to the Award shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share.

Collection of Withholding Taxes. (a) Upon The Corporation shall collect the applicable Issue Dateemployee portion of the FICA taxes (Social Security and Medicare) with respect to the Shares at the time those Shares vest hereunder. The FICA taxes shall be based on the Fair Market Value of the Shares on their vesting date. The Corporation shall also collect the employee portion of the FICA taxes with respect to any phantom dividends at the time those phantom dividends vest hereunder. The FICA taxes shall be based on the cash amount and the fair market value of any other property underlying the phantom dividends on the vesting date. Unless the Participant delivers a separate check payable to the Corporation in the amount of the FICA taxes required to be withheld from the Participant, the Corporation shall issue to or on behalf withhold those taxes from the Participant’s wages. However, if the Participant is at the time an executive officer of Participant a certificate (which may be in electronic form) for the applicable number of underlying shares of Common Stock, subject, however, to the Corporation’s collection , then such withholding taxes must be collected from the Participant through delivery of his or her separate check not later than the applicable Withholding Taxesvesting date. (b) The Corporation shall collect the federal, state and local income taxes required to be withheld with respect to the distribution of the phantom dividend equivalents to the Participant by withholding a portion of that distribution equal to the amount of those taxes, with the cash portion of the distribution to be the first portion so withheld. Until such time as the Corporation provides the Participant with written or electronic notice to the contrary, the Corporation shall collect Withholding Taxes the federal, state and local income taxes required to be withheld with respect to the vesting or issuance of the vested Shares that vest hereunder (including shares attributable to the dividend equivalent rights provided under Paragraph 4) through an automatic share Share withholding procedure pursuant to which the Corporation will withhold, at the time of such vesting or issuance, a portion of the Shares with a Fair Market Value (measured as of the vesting or issuance date, as applicable) equal to the amount of those taxes (including taxes resulting from such withholding) (the “Share Withholding Method”); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes that are applicable to supplemental taxable income, or as otherwise approved by the Plan Administrator. Participant shall be notified in writing or electronically in the event such Share Withholding Method is no longer available. (c) Should any Shares (including shares attributable to the dividend equivalent rights provided under Paragraph 4) vest or be issued distributed at a time when the Share Withholding Method is not available, then the Withholding Taxes federal, state and local income taxes required to be withheld with respect to those Shares shall be collected from the Participant through either of the following alternatives: - — the Participant’s delivery of his or her separate check payable to the Corporation in the amount of such taxesWithholding Taxes, or - — the use of the proceeds from a next-day sale of the Shares issued to the Participant, provided and only if (i) such a sale is permissible under the Corporation’s trading policies governing the sale of Common Stock, (ii) the Participant makes an irrevocable commitment, on or before the Issue Issuance Date for those Shares, to effect such sale of the Shares and (iii) the transaction is not otherwise deemed to constitute involve a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (d) Should any other amounts become distributable to Participant in consideration for the Shares, then the federal, state and local income taxes required to be withheld with respect to those amounts shall be collected from the Participant pursuant to such procedures as the Corporation deems appropriate under the circumstances, including (without limitation) the Participant’s delivery of his or her separate check payable to the Corporation in the amount of such Withholding Taxes. (e) Except as otherwise provided in Paragraph 4 6 and Paragraph 5(b) 8(b), the settlement of all Restricted Stock Units which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued pursuant to the Award shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share.

Collection of Withholding Taxes. (a) Upon the applicable Issue Date, the Corporation shall issue to or on behalf of Participant a certificate (which may be in electronic form) for the applicable number of underlying shares of Common Stock, subject, however, to the Corporation’s collection of the applicable Withholding Taxes. (b) Until such time as the Corporation provides Participant with written or electronic notice to the contrary, the Corporation shall collect Withholding Taxes required to be withheld with respect to the vesting or issuance of the vested Shares hereunder (including shares attributable to the dividend equivalent rights provided under Paragraph 4) through an automatic share withholding procedure pursuant to which the Corporation will withhold, at the time of such vesting or issuance, a portion of the Shares with a Fair Market Value (measured as of the vesting or issuance date, as applicable) equal to the amount of those taxes (including taxes resulting from such withholding) (the “Share Withholding Method”); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes that are applicable to supplemental taxable income, or as otherwise approved by the Plan Administrator. Participant shall be notified in writing or electronically in the event such Share Withholding Method is no longer available. (c) Should any Shares (including shares attributable to the dividend equivalent rights provided under Paragraph 4) vest or be issued distributed at a time when the Share Withholding Method is not available, then the Withholding Taxes required to be withheld with respect to those Shares shall be collected from Participant through either of the following alternatives: - • Participant’s delivery of his or her separate check payable to the Corporation in the amount of such taxes, or - • the use of the proceeds from a next-day sale of the Shares issued to Participant, provided and only if (i) such a sale is permissible under the Corporation’s trading policies governing the sale of Common Stock, (ii) Participant makes an irrevocable commitment, on or before the Issue Date for those Shares, to effect such sale of the Shares and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (d) Notwithstanding the provisions of subparagraphs (a) and (b) of this Paragraph 7, the employee portion of the federal, state and local employment taxes required to be withheld by the Corporation in connection with the vesting of the Shares (the “Employment Taxes”) shall in all events be collected from Participant no later than the last business day of the calendar year in which the Shares vest hereunder. Accordingly, to the extent the Issue Date for one or more vested Shares (including shares attributable to the dividend equivalent rights provided under Paragraph 4) is to occur in a year subsequent to the calendar year in which those Shares vest, Participant shall, on or before the last business day of the calendar year in which the Shares vest, deliver to the Corporation a check payable to its order in the dollar amount equal to the Employment Taxes required to be withheld with respect to those Shares. (e) Except as otherwise provided in Paragraph 4 and Paragraph 5(b) the settlement of all Restricted Stock Units which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued pursuant to the Award shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share.

Collection of Withholding Taxes. (a) Upon the applicable Issue Date, the Corporation shall issue to or on behalf of Participant a certificate (which may be in electronic form) for the applicable number of underlying shares of Common Stock, subject, however, to the Corporation’s collection of the applicable Withholding Taxes. (b) Until such time as the Corporation provides Participant with written or electronic notice to the contrary, the Corporation shall collect Withholding Taxes required to be withheld with respect to the vesting or issuance of the vested Shares hereunder (including shares attributable to the dividend equivalent rights provided under Paragraph 4) through an automatic share withholding procedure pursuant to which the Corporation will withhold, at the time of such vesting or issuance, a portion of the Shares with a Fair Market Value (measured as of the vesting or issuance date, as applicable) equal to the amount of those taxes (including taxes resulting from such withholding) (the “Share Withholding Method”); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes that are applicable to supplemental taxable income, or as otherwise approved by the Plan Administrator. Participant shall be notified in writing or electronically in the event such Share Withholding Method is no longer available. (c) Should any Shares (including shares attributable to the dividend equivalent rights provided under Paragraph 4) vest or be issued at a time when the Share Withholding Method is not available, then the Withholding Taxes required to be withheld with respect to those Shares shall be collected from Participant through either of the following alternatives: - • Participant’s delivery of his or her separate check payable to the Corporation in the amount of such taxes, or - • the use of the proceeds from a next-day sale of the Shares issued to Participant, provided and only if (i) such a sale is permissible under the Corporation’s trading policies governing the sale of Common Stock, (ii) Participant makes an irrevocable commitment, on or before the Issue Date for those Shares, to effect such sale of the Shares and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (d) Except as otherwise provided in Paragraph 4 5 and Paragraph 5(b) 4, the settlement of all Restricted Stock Units which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued pursuant to the Award shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share.

Collection of Withholding Taxes. (a) Upon the applicable Issue Date, the Corporation shall issue to or on behalf of Participant a certificate (which may be in electronic form) for the applicable number of underlying shares of Common Stock, subject, however, to the Corporation’s collection of the applicable Withholding Taxes. (b) Until such time as the Corporation provides Participant with written or electronic notice to the contrary, the Corporation shall collect Withholding Taxes required to be withheld with respect to the vesting or issuance of the vested Shares hereunder (including shares attributable to the dividend equivalent rights provided under Paragraph 4) through an automatic share withholding procedure pursuant to which the Corporation will withhold, at the time of such vesting or issuance, a portion of the Shares with a Fair Market Value (measured as of the vesting or issuance dateIssue Date, as applicable) equal to the amount of those taxes (including taxes resulting from such withholding) (the “Share Withholding Method”)) necessary to satisfy the Corporation’s required tax withholding obligations; provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s required maximum statutory tax withholding obligations using the minimum statutory withholding rates for federal federal, state and state local tax purposes purposes, including the Participant’s share of payroll or similar taxes, that are applicable to supplemental taxable income, or as otherwise approved by the Plan AdministratorParticipant’s relevant jurisdiction. Participant shall be notified in writing or electronically in the event such Share Withholding Method is no longer available. (c) Should any Shares (including shares attributable to the dividend equivalent rights provided under Paragraph 4) vest or be issued at a time when the Share Withholding Method is not available, then the Withholding Taxes required to be withheld with respect to those Shares shall be collected from Participant through either of the following alternatives: -  Participant’s delivery of his or her separate check payable to the Corporation in the amount of such taxes, or -  the use of the proceeds from a next-day sale of the Shares issued to Participant, provided and only if (i) such a sale is permissible under the Corporation’s trading policies governing the sale of Common Stock, (ii) Participant makes an irrevocable commitment, on or before the Issue Date for those Shares, to effect such sale of the Shares and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (d) Except as otherwise provided in Paragraph 4 and Paragraph 5(b5(c) the settlement of all Restricted Stock Units which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued pursuant to the Award shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share.

Collection of Withholding Taxes. (a) Upon The Company shall collect the applicable Issue employee portion of the FICA taxes (Social Security and Medicare) with respect to the Restricted Stock Units at the time those Restricted Stock Units vest hereunder. The FICA taxes shall be based on the Fair Market Value of the shares underlying the Restricted Stock Units on the Vesting Date. The Company shall also collect the employee portion of the FICA taxes with respect to any phantom dividends at the time those phantom dividends vest hereunder. The FICA taxes shall be based on the cash amount and the fair market value of any other property underlying the phantom dividends on the Vesting Date. Unless the Grantee delivers a separate check payable to the Company in the amount of the FICA taxes required to be withheld from the Grantee, the Corporation Company shall issue to or on behalf of Participant a certificate (which may be in electronic form) for withhold those taxes from the applicable number of underlying shares of Common StockGrantee’s wages. However, subject, however, to if the Corporation’s collection Grantee is at the time an executive officer of the applicable Withholding TaxesCompany, then such FICA taxes must be collected from the Grantee through delivery of his or her separate check not later than the Vesting Date. (b) Until such time as the Corporation provides Participant with written or electronic notice to the contrary, the Corporation The Company shall collect Withholding Taxes the federal, state and local income taxes required to be withheld with respect to the vesting or distribution of the phantom dividend equivalents to the Grantee by withholding a portion of that distribution equal to the amount of those taxes, with the cash portion of the distribution to be the first portion so withheld. Until such time as the Company provides the Grantee with notice to the contrary, the Company shall collect the federal, state and local income taxes required to be withheld with respect to the issuance of the vested Shares shares underlying the Restricted Stock Units that vest hereunder (including shares attributable to the dividend equivalent rights provided under Paragraph 4) through an automatic share withholding procedure pursuant to which the Corporation will Company shall withhold, at the time of such vesting or issuance, a portion of the Shares shares with a Fair Market Value (measured as of the vesting or issuance date, as applicable) equal to the amount of those taxes (including taxes resulting from such withholding) (the “Share Withholding Method”); provided, however, that the amount of any Shares shares so withheld shall not exceed the amount necessary to satisfy the CorporationCompany’s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes that are applicable to supplemental taxable income, or as otherwise approved by the Plan Administrator. Participant The Grantee shall be notified in writing or electronically in the event such Share Withholding Method is no longer available. (c) Should If any Shares (including shares attributable to the dividend equivalent rights provided under Paragraph 4) vest or be issued are distributed at a time when the Share Withholding Method is not available, then the Withholding Taxes federal, state and local income taxes required to be withheld with respect to those Shares shares shall be collected from Participant the Grantee through either of the following alternatives: - Participant: (i) the Grantee’s delivery of his or her separate check payable to the Corporation Company in the amount of such taxesWithholding Taxes, or - or (ii) the use of the proceeds from a next-day sale of the Shares shares issued to Participantthe Grantee, provided and only if (i) such a sale is permissible under the CorporationCompany’s trading policies governing the sale of Common Company Stock, (ii) Participant the Grantee makes an irrevocable commitment, on or before the Issue Vesting Date for those Sharesshares, to effect such sale of the Shares shares and (iii) the transaction is not otherwise deemed to constitute involve a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (d) Except If any other amounts become distributable to the Grantee in consideration for the shares underlying the Restricted Stock Units, then the federal, state and local income taxes required to be withheld with respect to those amounts shall be collected from the Grantee pursuant to such procedures as otherwise provided in Paragraph 4 and Paragraph 5(bthe Company deems appropriate under the circumstances, including (without limitation) the settlement Grantee’s delivery of all Restricted Stock Units which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued pursuant his or her separate check payable to the Award shall, to Company in the extent necessary, be rounded down to the next whole share in order to avoid the issuance amount of a fractional share.such Withholding Taxes. For purposes of this

Collection of Withholding Taxes. (a) Upon the applicable Issue Date, the Corporation shall issue to or on behalf of Participant a certificate (which may be in electronic form) for the applicable number of underlying shares of Common Stock, subject, however, to the Corporation’s collection of the applicable Withholding Taxes. (b) Until such time as the Corporation provides Participant with written or electronic notice to the contrary, the Corporation shall collect Withholding Taxes required to be withheld with respect to the vesting or issuance of the vested Shares hereunder (including shares attributable to the dividend equivalent rights provided under Paragraph 4) through an automatic Revised 2/8/16 share withholding procedure pursuant to which the Corporation will withhold, at the time of such vesting or issuance, a portion of the Shares with a Fair Market Value (measured as of the vesting or issuance date, as applicable) equal to the amount of those taxes (including taxes resulting from such withholding) (the “Share Withholding Method”); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s Corporation‘s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes that are applicable to supplemental taxable income, or as otherwise approved by the Plan Administrator. Participant shall be notified in writing or electronically in the event such Share Withholding Method is no longer available. (c) Should any Shares (including shares attributable to the dividend equivalent rights provided under Paragraph 4) vest be vested or be issued at a time when the Share Withholding Method is not available, then the Withholding Taxes required to be withheld with respect to those Shares shall be collected from Participant through either of the following alternatives: - Participant’s delivery of his or her separate check payable to the Corporation in the amount of such taxes, or - the use of the proceeds from a next-day sale of the Shares issued to Participant, provided and only if (i) such a sale is permissible under the Corporation’s trading policies governing the sale of Common Stock, (ii) Participant makes an irrevocable commitment, on or before the Issue Date for those Shares, to effect such sale of the Shares and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (d) Except as otherwise provided in Paragraph 4 and Paragraph 5(b) the settlement of all Restricted Stock Units which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued pursuant to the Award shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share.

Collection of Withholding Taxes. (a) Upon the applicable Issue Date, the Corporation shall issue to or on behalf of Participant a certificate (which may be in electronic form) for the applicable number of underlying shares of Common Stock, subject, however, to the Corporation’s collection of the applicable Withholding Taxes. (b) Until such time as the Corporation provides Participant with written or electronic notice to the contrary, the Corporation shall collect Withholding Taxes required to be withheld with respect to the vesting or issuance of the vested Shares hereunder (including shares attributable to the dividend equivalent rights provided under Paragraph 4) through an automatic share withholding procedure pursuant to which the Corporation will withhold, at the time of such vesting or issuance, a portion of the Shares with a Fair Market Value (measured as of the vesting or issuance dateIssue Date, as applicable) equal to the amount of those taxes (including taxes resulting from such withholding) (the “Share Withholding Method”)) necessary to satisfy the Corporation’s required tax withholding obligations; provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s required tax withholding obligations using the minimum maximum statutory withholding rates for federal federal, state and state local tax purposes purposes, including the Participant’s share of payroll or similar taxes, that are applicable to supplemental taxable income, or as otherwise approved by the Plan AdministratorParticipant’s relevant jurisdiction . Participant shall be notified in writing or electronically in the event such Share Withholding Method is no longer available. (c) Should any Shares (including shares attributable to the dividend equivalent rights provided under Paragraph 4) vest or be issued at a time when the Share Withholding Method is not available, then the Withholding Taxes required to be withheld with respect to those Shares shall be collected from Participant through either of the following alternatives: - Participant’s delivery of his or her separate check payable to the Corporation in the amount of such taxes, or - the use of the proceeds from a next-day sale of the Shares issued to Participant, provided and only if (i) such a sale is permissible under the Corporation’s trading policies governing the sale of Common Stock, (ii) Participant makes an irrevocable commitment, on or before the Issue Date for those Shares, to effect such sale of the Shares and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (d) Except as otherwise provided in Paragraph 4 5 and Paragraph 5(b) 4, the settlement of all Restricted Stock Units which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued pursuant to the Award shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share.

Collection of Withholding Taxes. (a) Upon the applicable Issue Date, the Corporation shall issue to or on behalf of Participant a certificate (which may be in electronic form) for the applicable number of underlying shares of Common Stock, subject, however, to the Corporation’s collection of the applicable Withholding Taxes. (b) Until such time as the Corporation provides Participant with written or electronic notice to the contrary, the Corporation shall collect Withholding Taxes required to be withheld with respect to the vesting or issuance of the vested Shares hereunder (including shares attributable to the dividend equivalent rights provided under Paragraph 4) through an automatic share withholding procedure pursuant to which the Corporation will withhold, at the time of such vesting or issuance, a portion of the Shares with a Fair Market Value (measured as of the vesting or issuance date, as applicable) equal to the amount of those taxes (including taxes resulting from such withholding) (the “Share Withholding Method”); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s Corporation‘s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes that are applicable to supplemental taxable income, or as otherwise approved by the Plan Administrator. Participant shall be notified in writing or electronically in the event such Share Withholding Method is no longer available. (c) Should any Shares (including shares attributable to the dividend equivalent rights provided under Paragraph 4) vest or be issued distributed at a time when the Share Withholding Method is not available, then the Withholding Taxes required to be withheld with respect to those Shares shall be collected from Participant through either of the following alternatives: - • Participant’s delivery of his or her separate check payable to the Corporation in the amount of such taxes, or - • the use of the proceeds from a next-day sale of the Shares issued to Participant, provided and only if (i) such a sale is permissible under the Corporation’s trading policies governing the sale of Common Stock, (ii) Participant makes an irrevocable commitment, on or before the Issue Date for those Shares, to effect such sale of the Shares and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (d) Except as otherwise provided in Paragraph 4 and Paragraph 5(b) the settlement of all Restricted Stock Units which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued pursuant to the Award shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share.

Collection of Withholding Taxes. (a) Upon the applicable Issue Date, the Corporation shall issue to or on behalf of Participant a certificate (which may be in electronic form) for the applicable number of underlying shares of Common Stock, subject, however, to the Corporation’s collection of the applicable Withholding Taxes. (b) Until such time as the Corporation provides the Participant with written or electronic notice to the contrary, the Corporation shall collect the Withholding Taxes required to be withheld with respect to the vesting or issuance of the vested Shares that vest hereunder (including shares attributable to the dividend equivalent rights provided under Paragraph 4) through an automatic share Share withholding procedure pursuant to which the Corporation will withhold, at the time of such vesting or issuance, a portion of the Shares with a Fair Market Value (measured as of the vesting or issuance date, as applicable) equal to the amount of those taxes (including taxes resulting from such withholding) Withholding Taxes (the “Share Withholding Method”); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s Corporation‘s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes purposes, including payroll taxes, that are applicable to supplemental taxable income, or as otherwise approved by the Plan Administrator. The Participant shall be notified in writing or electronically in the event such Share Withholding Method is no longer available. (cb) Should any Shares (including shares attributable to vest under the dividend equivalent rights provided under Paragraph 4) vest or be issued at a time Award when the Share Withholding Method is not available, then the Withholding Taxes required to be withheld with respect to those Shares shall be collected from the Participant through either of the following alternatives: - the Participant’s delivery of his or her separate check payable to the Corporation in the amount of such taxesWithholding Taxes, or - the use of the proceeds from a next-day sale of the Shares issued to the Participant, provided and only if (i) such a sale is permissible under the Corporation’s trading policies governing the sale of Common Stock, (ii) the Participant makes an irrevocable commitment, on or before the Issue Date vesting date for those Shares, to effect such sale of the Shares and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (d) Except as otherwise provided in Paragraph 4 and Paragraph 5(b) the settlement of all Restricted Stock Units which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued pursuant to the Award shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share.

Collection of Withholding Taxes. (a) Upon the applicable Issue Dateexercise of all or any portion of this Option, the Corporation Company shall issue to or on behalf of Participant the Optionee a certificate (which may be in electronic form) for the applicable number of underlying shares of Common Stock, subject, however, to the CorporationCompany’s collection of all applicable income and employment taxes required to be withheld by the applicable Company or any Affiliate (the “Withholding Taxes”). (b) Until such time as the Corporation Company provides Participant the Optionee with written or electronic notice to the contrary, the Corporation Company shall collect the applicable Withholding Taxes required to be withheld with respect to the vesting shares of Stock which become issuable upon exercise of all or issuance any portion of the vested Shares hereunder (including shares attributable to the dividend equivalent rights provided under Paragraph 4) this Option through an automatic share withholding procedure pursuant to which the Corporation will Company shall withhold, at the time of such vesting or issuance, a portion of the Shares shares of Stock with a Fair Market Value (measured as of the vesting or issuance date, as applicableapplicable date of exercise) equal to the amount of those taxes (including taxes resulting from such withholding) (the “Share Withholding Method”)taxes; provided, ; however, that the amount of any Shares shares of Stock so withheld shall not exceed the amount necessary to satisfy the CorporationCompany’s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes that are applicable to supplemental taxable income, or as otherwise approved by the Plan Administrator. Participant shall be notified in writing or electronically in In the event payment is to be made in a form other than the shares of Stock, then the Company shall collect from the Optionee the applicable Withholding Taxes pursuant to such Share Withholding Method is no longer availableprocedures as the Company deems appropriate under the circumstances. (c) Should any Shares (including shares attributable to the dividend equivalent rights provided under Paragraph 4) vest or be issued of Stock become issuable upon exercise of this Option at a time when the Share Withholding Method share withholding method is not available, then the Withholding Taxes required to be withheld with respect to those Shares shall be collected from Participant through either of the following alternatives: - ParticipantOptionee pursuant to such procedures as the Company deems appropriate including, without limitation, the Optionee’s delivery of his or her separate check payable to the Corporation Company in the amount of such taxes, Withholding Taxes or - the use of the proceeds from a next-day sale of the Shares shares issued to Participantthe Optionee, provided and only if (i) such a sale is permissible under the CorporationCompany’s trading xxxxxxx xxxxxxx policies governing the sale of Common Stock, shares; (ii) Participant the Optionee makes an irrevocable commitment, on or before the Issue Date for those Sharesexercise date, to effect such sale of the Shares shares; and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (d) Except as otherwise provided in Paragraph 4 and Paragraph 5(b) the settlement of all Restricted Stock Units which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares of Stock be issued. Accordingly, the total number of shares of Common Stock to be issued pursuant to the Award this Option shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share.

Collection of Withholding Taxes. (a) Upon the applicable Issue Date, the The Corporation shall issue to or on behalf of Participant a certificate (which may be in electronic form) for the applicable number of underlying shares of Common Stock, subject, however, to the Corporation’s collection of collect the applicable Withholding Taxes. (b) Taxes with respect to the distribution of the phantom dividend equivalents to the Participant by withholding a portion of that distribution equal to the amount of those taxes, with the cash portion of the distribution to be the first portion so withheld. Until such time as the Corporation provides the Participant with written or electronic notice to the contrary, the Corporation shall collect the applicable Withholding Taxes required to be withheld with respect to the vesting or issuance of the vested Shares that vest hereunder (including shares attributable to the dividend equivalent rights provided under Paragraph 4) through an automatic share Share withholding procedure pursuant to which the Corporation will withhold, at the time of such vesting or issuance, a portion of the Shares with a Fair Market Value (measured as of the vesting or issuance date, as applicable) equal to the amount of those taxes (including taxes resulting from such withholding) (the “Share Withholding Method”); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes that are applicable to supplemental taxable income, or as otherwise approved by the Plan Administrator. Participant shall be notified in writing or electronically in the event such Share Withholding Method is no longer available. (cb) Should any Shares (including shares attributable to the dividend equivalent rights provided under Paragraph 4) vest or be issued distributed at a time when the Share Withholding Method is not available, then the Withholding Taxes federal, state and local income taxes required to be withheld with respect to those Shares shall be collected from the Participant through either of the following alternatives: - the Participant’s delivery of his or her separate check payable to the Corporation in the amount of such taxesWithholding Taxes, or - the use of the proceeds from a next-day sale of the Shares issued to the Participant, provided and only if (i) such a sale is permissible under the Corporation’s trading policies governing the sale of Common Stock, (ii) the Participant makes an irrevocable commitment, on or before the Issue Issuance Date for those Shares, to effect such sale of the Shares and (iii) the transaction is not otherwise deemed to constitute involve a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (c) Should any other amounts become distributable to Participant in consideration for the Shares, then the applicable Withholding Taxes with respect to those amounts shall be collected from the Participant pursuant to such procedures as the Corporation deems appropriate under the circumstances, including (without limitation) the Participant’s delivery of his or her separate check payable to the Corporation in the amount of such Withholding Taxes. (d) Notwithstanding the foregoing provisions of this Paragraph 8, the employee portion of the federal, state and local employment taxes required to be withheld by the Corporation in connection with the vesting of the Shares or any other amounts hereunder (the “Employment Taxes”) shall in all events be collected from the Participant no later than the last business day of the calendar year in which the Shares or other amounts vest hereunder. Accordingly, to the extent the applicable issuance date for one or more vested Shares or the distribution date for such other amounts is to occur in a year subsequent to the calendar year in which those Shares or other amounts vest, the Participant shall, on or before the last business day of the calendar year in which the Shares or other amounts vest, deliver to the Corporation a check payable to its order in the dollar amount equal to the Employment Taxes required to be withheld with respect to those Shares or other amounts. The provisions of this Paragraph 8(d) shall be applicable only to the extent necessary to comply with the applicable tax withholding requirements of Code Section 3121(v). (e) Except as otherwise provided in Paragraph 4 6 and Paragraph 5(b) 8(a), the settlement of all Restricted Stock Units which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued pursuant to the Award shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share.

Collection of Withholding Taxes. (a) Upon the applicable Issue Date, the Corporation shall issue to or on behalf of Participant a certificate (which may be in electronic form) for the applicable number of underlying shares of Common Stock, subject, however, to the Corporation’s collection of the applicable Withholding Taxes. (b) Until such time as the Corporation provides the Participant with written or electronic notice to the contrary, the Corporation shall collect the Withholding Taxes required to be withheld with respect to the vesting or issuance of the vested Shares that vest hereunder (including shares attributable to the dividend equivalent rights provided under Paragraph 4) through an automatic share Share withholding procedure pursuant to which the Corporation will withhold, at the time of such vesting or issuance, a portion of the Shares with a Fair Market Value (measured as of the vesting or issuance date, as applicable) equal to the amount of those taxes (including taxes resulting from such withholding) Withholding Taxes (the “Share Withholding Method”); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s Corporation‘s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes purposes, including payroll taxes, that are applicable to supplemental taxable income, or as otherwise approved by the Plan Administrator. The Participant shall be notified in writing or electronically in the event such Share Withholding Method is no longer available. (cb) Should any Shares (including shares attributable to vest under the dividend equivalent rights provided under Paragraph 4) vest or be issued at a time Award when the Share Withholding Method is not available, then the Withholding Taxes required to be withheld with respect to those Shares shall be collected from the Participant through either of the following alternatives: - the Participant’s delivery of his or her separate check payable to the Corporation in the amount of such taxesWithholding Taxes, or - the use of the proceeds from a next-day sale of the Shares issued to the Participant, provided and only if (i) such a sale is permissible under the Corporation’s trading policies governing the sale of Common Stock, (ii) the Participant makes an irrevocable commitment, on or before the Issue Date vesting date for those Shares, to effect such sale of the Shares and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (dc) Except as otherwise provided in Paragraph 4 5 and Paragraph 5(b) 7(a), the settlement of all Restricted Stock Units which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued pursuant to the Award shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share.

Collection of Withholding Taxes. (a) Upon the applicable Issue Date, the Corporation shall issue to or on behalf of Participant a certificate (which may be in electronic form) for the applicable number of underlying shares of Common Stock, subject, however, to the Corporation’s collection of the applicable Withholding Taxes. (b) Until such time as the Corporation provides Participant with written or electronic notice to the contrary, the Corporation shall collect Withholding Taxes required to be withheld with respect to the vesting or issuance of the vested Shares hereunder (including shares attributable to the dividend equivalent rights provided under Paragraph 4) through an automatic share withholding procedure pursuant to which the Corporation will withhold, at the time of such vesting or issuance, a portion of the Shares with a Fair Market Value (measured as of the vesting or issuance date, as applicable) equal to the amount of those taxes (including taxes resulting from such withholding) (the “Share Withholding Method”); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s Corporation‘s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes that are applicable to supplemental taxable income, or as otherwise approved by the Plan Administrator. Participant shall be notified in writing or electronically in the event such Share Withholding Method is no longer available. (c) Should any Shares (including shares attributable to the dividend equivalent rights provided under Paragraph 4) vest or be issued at a time when the Share Withholding Method is not available, then the Withholding Taxes required to be withheld with respect to those Shares shall be collected from Participant through either of the following alternatives: - Participant’s delivery of his or her separate check payable to the Corporation in the amount of such taxes, or - the use of the proceeds from a next-day sale of the Shares issued to Participant, provided and only if (i) such a sale is permissible under the Corporation’s trading policies governing the sale of Common Stock, (ii) Participant makes an irrevocable commitment, on or before the Issue Date for those Shares, to effect such sale of the Shares and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (d) Except as otherwise provided in Paragraph 4 5 and Paragraph 5(b) 4, the settlement of all Restricted Stock Units which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued pursuant to the Award shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share.

Collection of Withholding Taxes. (a) Upon the applicable Issue Date, the Corporation shall issue to or on behalf of Participant a certificate (which may be in electronic form) for the applicable number of underlying shares of Common Stock, subject, however, to the Corporation’s collection of the applicable Withholding Taxes. (b) Until such time as the Corporation provides Participant with written or electronic notice to the contrary, the Corporation shall collect Withholding Taxes required to be withheld with respect to the vesting or issuance of the vested Shares hereunder (including shares attributable to the dividend equivalent rights provided under Paragraph 4) through an automatic share withholding procedure pursuant to which the Corporation will withhold, at the time of such vesting or issuance, a portion of the Shares with a Fair Market Value (measured as of the vesting or issuance date, as applicable) equal to the amount of those taxes (including taxes resulting from such withholding) (the “Share Withholding Method”); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s Corporation‘s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes that are applicable to supplemental taxable income, or as otherwise approved by the Plan Administrator. Participant shall be notified in writing or electronically in the event such Share Withholding Method is no longer available. (c) Should any Shares (including shares attributable to the dividend equivalent rights provided under Paragraph 4) vest or be issued at a time when the Share Withholding Method is not available, then the Withholding Taxes required to be withheld with respect to those Shares shall be collected from Participant through either of the following alternatives: - • Participant’s delivery of his or her separate check payable to the Corporation in the amount of such taxes, or - • the use of the proceeds from a next-day sale of the Shares issued to Participant, provided and only if (i) such a sale is permissible under the Corporation’s trading policies governing the sale of Common Stock, (ii) Participant makes an irrevocable commitment, on or before the Issue Date for those Shares, to effect such sale of the Shares and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (d) Except as otherwise provided in Paragraph 4 5 and Paragraph 5(b) 4, the settlement of all Restricted Stock Units which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued pursuant to the Award shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share.. Revised 2/ /13 6

Collection of Withholding Taxes. (a) Upon the applicable Issue Date, the Corporation shall issue to or on behalf of Participant a certificate (which may be in electronic form) for the applicable number of underlying shares of Common Stock, subject, however, to the Corporation’s collection of the applicable Withholding Taxes. (b) Until such time as the Corporation provides Participant with written or electronic notice to the contrary, the Corporation shall collect Withholding Taxes required to be withheld with respect to the vesting or issuance of the vested Shares hereunder (including shares attributable to the dividend equivalent rights provided under Paragraph 4) through an automatic share withholding procedure pursuant to which the Corporation will withhold, at the time of such vesting or issuance, a portion of the Shares with a Fair Market Value (measured as of the vesting or issuance date, as applicable) equal to the amount of those taxes (including taxes resulting from such withholding) (the “Share Withholding Method”); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s Corporation‘s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes that are applicable to supplemental taxable income, or as otherwise approved by the Plan Administrator. Participant shall be notified in writing or electronically in the event such Share Withholding Method is no longer available. (c) Should any Shares (including shares attributable to the dividend equivalent rights provided under Paragraph 4) vest be vested or be issued at a time when the Share Withholding Method is not available, then the Withholding Taxes required to be withheld with respect to those Shares shall be collected from Participant through either of the following alternatives: - Participant’s delivery of his or her separate check payable to the Corporation in the amount of such taxes, or - the use of the proceeds from a next-day sale of the Shares issued to Participant, provided and only if (i) such a sale is permissible under the Corporation’s trading policies governing the sale of Common Stock, (ii) Participant makes an irrevocable commitment, on or before the Issue Date for those Shares, to effect such sale of the Shares and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (d) Except as otherwise provided in Paragraph 4 and Paragraph 5(b) the settlement of all Restricted Stock Units which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued pursuant to the Award shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share.

Collection of Withholding Taxes. (a) Upon The Company shall collect the applicable Issue employee portion of the FICA taxes (Social Security and Medicare) with respect to the Restricted Stock Units at the time those Restricted Stock Units vest hereunder. The FICA taxes shall be based on the Fair Market Value of the shares underlying the Restricted Stock Units on the Vesting Date. The Company shall also collect the employee portion of the FICA taxes with respect to any phantom dividends at the time those phantom dividends vest hereunder. The FICA taxes shall be based on the cash amount and the fair market value of any other property underlying the phantom dividends on the Vesting Date. Unless the Grantee delivers a separate check payable to the Company in the amount of the FICA taxes required to be withheld from the Grantee, the Corporation Company shall issue to or on behalf of Participant a certificate (which may be in electronic form) for withhold those taxes from the applicable number of underlying shares of Common StockGrantee’s wages. However, subject, however, to if the Corporation’s collection Grantee is at the time an executive officer of the applicable Withholding TaxesCompany, then such FICA taxes must be collected from the Grantee through delivery of his or her separate check not later than the Vesting Date. (b) Until such time as the Corporation provides Participant with written or electronic notice to the contrary, the Corporation The Company shall collect Withholding Taxes the federal, state and local income taxes required to be withheld with respect to the vesting or distribution of the phantom dividend equivalents to the Grantee by withholding a portion of that distribution equal to the amount of those taxes, with the cash portion of the distribution to be the first portion so withheld. Until such time as the Company provides the Grantee with notice to the contrary, the Company shall collect the federal, state and local income taxes required to be withheld with respect to the issuance of the vested Shares shares underlying the Restricted Stock Units that vest hereunder (including shares attributable to the dividend equivalent rights provided under Paragraph 4) through an automatic share withholding procedure pursuant to which the Corporation Company will withhold, at the time of such vesting or issuance, a portion of the Shares shares with a Fair Market Value (measured as of the vesting or issuance date, as applicable) equal to the amount of those taxes (including taxes resulting from such withholding) (the “Share Withholding Method”); provided, however, that the amount of any Shares shares so withheld shall not exceed the amount necessary to satisfy the CorporationCompany’s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes that are applicable to supplemental taxable income, or as otherwise approved by the Plan Administrator. Participant The Grantee shall be notified in writing or electronically in the event such Share Withholding Method is no longer available. (c) Should If any Shares (including shares attributable to the dividend equivalent rights provided under Paragraph 4) vest or be issued are distributed at a time when the Share Withholding Method is not available, then the Withholding Taxes federal, state and local income taxes required to be withheld with respect to those Shares shares shall be collected from Participant the Grantee through either of the following alternatives: - Participant: (i) the Grantee’s delivery of his or her separate check payable to the Corporation Company in the amount of such taxesWithholding Taxes, or - or (ii) the use of the proceeds from a next-day sale of the Shares shares issued to Participantthe Grantee, provided and only if (i) such a sale is permissible under the CorporationCompany’s trading policies governing the sale of Common Company Stock, (ii) Participant the Grantee makes an irrevocable commitment, on or before the Issue Vesting Date for those Sharesshares, to effect such sale of the Shares shares and (iii) the transaction is not otherwise deemed to constitute involve a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (d) Except If any other amounts become distributable to the Grantee in consideration for the shares underlying the Restricted Stock Units, then the federal, state and local income taxes required to be withheld with respect to those amounts shall be collected from the Grantee pursuant to such procedures as otherwise provided in Paragraph 4 and Paragraph 5(bthe Company deems appropriate under the circumstances, including (without limitation) the settlement Grantee’s delivery of all Restricted his or her separate check payable to the Company in the amount of such Withholding Taxes. For purposes of this Agreement “Withholding Taxes” shall mean (i) the employee portion of the federal, state and local employment taxes required to be withheld by the Company in connection with the vesting of the shares of Company Stock Units which vest under the Award shall be made solely in Grant and any phantom dividend equivalents relating to those shares of Common Stock. In no eventand (ii) the federal, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock state and local income taxes required to be issued pursuant to withheld by the Award shall, to the extent necessary, be rounded down to the next whole share Company in order to avoid connection with the issuance of a fractional sharethose vested shares and the distribution of any phantom dividend equivalents relating to such shares.

Collection of Withholding Taxes. (a) Upon the applicable Issue Date, the Corporation shall issue to or on behalf of Participant a certificate (which may be in electronic form) for the applicable number of underlying shares of Common Stock, subject, however, to the Corporation’s collection of the applicable Withholding Taxes. (b) Until such time as the Corporation provides Participant with written or electronic notice to the contrary, the Corporation shall collect Withholding Taxes required to be withheld with respect to the vesting or issuance of the vested Shares hereunder (including shares attributable to the dividend equivalent rights provided under Paragraph 4) through an automatic share withholding procedure pursuant to which the Corporation will withhold, at the time of such vesting or issuance, a portion of the Shares with a Fair Market Value (measured as of the vesting or issuance date, as applicable) equal to the amount of those taxes (including taxes resulting from such withholding) (the “Share Withholding Method”); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes that are applicable to supplemental taxable income, or as otherwise approved by the Plan Administrator. Participant shall be notified in writing or electronically in the event such Share Withholding Method is no longer available. (c) Should any Shares (including shares attributable to the dividend equivalent rights provided under Paragraph 4) vest or be issued distributed at a time when the Share Withholding Method is not available, then the Withholding Taxes required to be withheld with respect to those Shares shall be collected from Participant through either of the following alternatives: - • Participant’s delivery of his or her separate check payable to the Corporation in the amount of such taxes, or - • the use of the proceeds from a next-day sale of the Shares issued to Participant, provided and only if (i) such a sale is permissible under the Corporation’s trading policies governing the sale of Common Stock, (ii) Participant makes an irrevocable commitment, on or before the Issue Date for those Shares, to effect such sale of the Shares and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (d) Except as otherwise provided in Paragraph 4 and Paragraph 5(b) the settlement of all Restricted Stock Units which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued pursuant to the Award shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share.

Collection of Withholding Taxes. (a) Upon the applicable Issue Date, the Corporation shall issue to or on behalf of Participant a certificate (which may be in electronic form) for the applicable number of underlying shares of Common Stock, subject, however, to the Corporation’s collection of the applicable Withholding Taxes. (b) Until such time as the Corporation Company provides Participant with written or electronic notice to the contrary, the Corporation Company shall collect the Withholding Taxes required to be withheld with respect to the vesting or issuance of the vested Shares hereunder (including shares attributable to the dividend equivalent rights provided under Paragraph 4) through an automatic share withholding procedure pursuant to which the Corporation will Company shall withhold, at the time of such vesting or issuance, a portion of the Shares with a Fair Market Value (measured as of the vesting or issuance date, as applicable) equal to the amount of those taxes (including taxes resulting from such withholding) (the “Share Withholding Method”); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes that are applicable to supplemental taxable income, or as otherwise approved by the Plan Administrator. Participant shall be notified in writing or electronically in the event such Share Withholding Method is no longer available. (c) Should any Shares (including shares attributable to the dividend equivalent rights provided under Paragraph 4) vest or be issued at a time when the Share Withholding Method is not available, then the Withholding Taxes amount required to be withheld with respect to those Shares shall by the Company. Notwithstanding the foregoing, the Administrator may, at its sole discretion, require that such Withholding Taxes be collected from Participant paid through either one of the following alternatives: - methods selected by the Administrator in lieu of the Share Withholding Method: (i) Participant’s delivery of his or her separate check payable to the Corporation Company in the amount of such taxes, or - or (ii) the use of the proceeds from a next-day sale of the Shares issued to Participant, provided and only if (iA) such a sale is permissible under the CorporationCompany’s trading policies governing the sale of Common Stock, (iiB) Participant makes an irrevocable commitment, on or before the Issue Date issuance date for those Shares, to effect such sale of the Shares and (iiiC) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (db) Except as otherwise provided Notwithstanding the provisions of subparagraph (a) of this Paragraph 6, the employee portion of any U.S. federal, state and local employment taxes and any foreign taxes or payments required to be withheld by the Company in Paragraph 4 and Paragraph 5(bconnection with the vesting of the Shares (the “Employment Taxes”) shall in all events be collected from Participant no later than the settlement last business day of all Restricted Stock Units the calendar year in which the Shares vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issuedhereunder. Accordingly, the total number of shares of Common Stock to be issued pursuant to the Award shall, to the extent necessary, be rounded down the issuance date for one or more vested Shares is to occur in a year subsequent to the next whole share calendar year in which those Shares vest, Participant shall, on or before the last business day of the calendar year in which the Shares vest (or at such time as determined by the Company), deliver to the Company a check payable to its order in the dollar amount equal to avoid the issuance of a fractional shareEmployment Taxes required to be withheld with respect to those Shares.

Collection of Withholding Taxes. (a) Upon the applicable Issue Date, the Corporation shall issue to or on behalf of Participant a certificate (which may be in electronic form) for the applicable number of underlying shares of Common Stock, subject, however, to the Corporation’s collection of the applicable Withholding Taxes. (b) Until such time as the Corporation provides Participant with written or electronic notice to the contrary, the Corporation shall collect Withholding Taxes required to be withheld with respect to the vesting or issuance of the vested Shares hereunder (including shares attributable to the dividend equivalent rights provided under Paragraph 4) through an automatic share withholding procedure pursuant to which the Corporation will withhold, at the time of such vesting or issuance, a portion of the Shares with a Fair Market Value (measured as of the vesting or issuance date, as applicable) equal to the amount of those taxes (including taxes resulting from such withholding) (the “Share Withholding Method”); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes that are applicable to supplemental taxable income, or as otherwise approved by the Plan Administrator. Participant shall be notified in writing or electronically in the event such Share Withholding Method is no longer available. (c) Should any Shares (including shares attributable to the dividend equivalent rights provided under Paragraph 4) vest or be issued distributed at a time when the Share Withholding Method is not available, then the Withholding Taxes required to be withheld with respect to those Shares shall be collected from Participant through either of the following alternatives: - – Participant’s delivery of his or her separate check payable to the Corporation in the amount of such taxes, or - – the use of the proceeds from a next-day sale of the Shares issued to Participant, provided and only if (i) such a sale is permissible under the Corporation’s trading policies governing the sale of Common Stock, (ii) Participant makes an irrevocable commitment, on or before the Issue Date for those Shares, to effect such sale of the Shares and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (d) Except as otherwise provided in Paragraph 4 and Paragraph 5(b) the settlement of all Restricted Stock Units which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued pursuant to the Award shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share.

Collection of Withholding Taxes. (a) Upon the applicable Issue Date, the Corporation shall issue to or on behalf of Participant a certificate (which may be in electronic form) for the applicable number of underlying shares of Common Stock, subject, however, to the Corporation’s collection of the applicable Withholding Taxes. (b) Until such time as the Corporation provides Participant with written or electronic notice to the contrary, the Corporation shall collect Withholding Taxes required to be withheld with respect to the vesting or issuance of the vested Shares hereunder (including shares attributable to the dividend equivalent rights provided under Paragraph 4) through an automatic share withholding procedure pursuant to which the Corporation will withhold, at the time of such vesting or issuance, a portion of the Shares with a Fair Market Value (measured as of the vesting or issuance date, as applicable) equal to the amount of those taxes (including taxes resulting from such withholding) (the “Share Withholding Method”); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s Corporation‘s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes that are applicable to supplemental taxable income, or as otherwise approved by the Plan Administrator. Participant shall be notified in writing or electronically in the event such Share Withholding Method is no longer available. (c) Should any Shares (including shares attributable to the dividend equivalent rights provided under Paragraph 4) vest be vested or be issued at a time when the Share Withholding Method is not available, then the Withholding Taxes required to be withheld with respect to those Shares shall be collected from Participant through either of the following alternatives: - • Participant’s delivery of his or her separate check payable to the Corporation in the amount of such taxes, or - • the use of the proceeds from a next-day sale of the Shares issued to Participant, provided and only if (i) such a sale is permissible under the Corporation’s trading policies governing the sale of Common Stock, (ii) Participant makes an irrevocable commitment, on or before the Issue Date for those Shares, to effect such sale of the Shares and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (d) Except as otherwise provided in Paragraph 4 and Paragraph 5(b) the settlement of all Restricted Stock Units which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued pursuant to the Award shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share.

Collection of Withholding Taxes. (a) Upon the applicable Issue Date, the Corporation shall issue to or on behalf of Participant a certificate (which may be in electronic form) for the applicable number of underlying shares of Common Stock, subject, however, to the Corporation’s collection of the applicable Withholding Taxes. (b) Until such time as the Corporation provides Participant with written or electronic notice to the contrary, the Corporation shall collect Withholding Taxes required to be withheld with respect to the vesting or issuance of the vested Shares hereunder (including shares attributable to the dividend equivalent rights provided under Paragraph 4) through an automatic share withholding procedure pursuant to which the Corporation will withhold, at the time of such vesting or issuance, a portion of the Shares with a Fair Market Value (measured as of the vesting or issuance date, as applicable) equal to the amount of those taxes (including taxes resulting from such withholding) (the “Share Withholding Method”); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s Corporation‘s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes that are applicable to supplemental taxable income, or as otherwise approved by the Plan Administrator. Participant shall be notified in writing or electronically in the event such Share Withholding Method is no longer available. (c) Should any Shares (including shares attributable to the dividend equivalent rights provided under Paragraph 4) vest or be issued distributed at a time when the Share Withholding Method is not available, then the Withholding Taxes required to be withheld with respect to those Shares shall be collected from Participant through either of the following alternatives: - – Participant’s delivery of his or her separate check payable to the Corporation in the amount of such taxes, or - – the use of the proceeds from a next-day sale of the Shares issued to Participant, provided and only if (i) such a sale is permissible under the Corporation’s trading policies governing the sale of Common Stock, (ii) Participant makes an irrevocable commitment, on or before the Issue Date for those Shares, to effect such sale of the Shares and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (d) Except as otherwise provided in Paragraph 4 and Paragraph 5(b) the settlement of all Restricted Stock Units which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued pursuant to the Award shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share.

Collection of Withholding Taxes. (a) Upon the applicable Issue Date, the Corporation shall issue to or on behalf of Participant a certificate (which may be in electronic form) for the applicable number of underlying shares of Common Stock, subject, however, to the Corporation’s collection of the applicable Withholding Taxes. (b) Until such time as the Corporation provides Participant with written or electronic notice to the contrary, the Corporation shall collect Withholding Taxes required to be withheld with respect to the vesting or issuance of the vested Shares hereunder (including shares attributable to the dividend equivalent rights provided under Paragraph 4) through an automatic share withholding procedure pursuant to which the Corporation will withhold, at the time of such vesting or issuance, a portion of the Shares with a Fair Market Value (measured as of the vesting or issuance date, as applicable) equal to the amount of those taxes (including taxes resulting from such withholding) (the “Share Withholding Method”); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s Corporation‘s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes that are applicable to supplemental taxable income, or as otherwise approved by the Plan Administrator. Participant shall be notified in writing or electronically in the event such Share Withholding Method is no longer available. (c) Should any Shares (including shares attributable to the dividend equivalent rights provided under Paragraph 4) vest or be issued at a time when the Share Withholding Method is not available, then the Withholding Taxes required to be withheld with respect to those Shares shall be collected from Participant through either of the following alternatives: - • Participant’s delivery of his or her separate check payable to the Corporation in the amount of such taxes, or - • the use of the proceeds from a next-day sale of the Shares issued to Participant, provided and only if (i) such a sale is permissible under the Corporation’s trading policies governing the sale of Common Stock, (ii) Participant makes an irrevocable commitment, on or before the Issue Date for those Shares, to effect such sale of the Shares and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (d) Except as otherwise provided in Paragraph 4 5 and Paragraph 5(b) 4, the settlement of all Restricted Stock Units which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued pursuant to the Award shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share.

Collection of Withholding Taxes. (a) Upon the applicable Issue Date, the Corporation Company shall issue to or on behalf of Participant a certificate (which may be in electronic form) for the applicable number of underlying shares of Common Stock, subject, however, to the CorporationCompany’s collection of the applicable Withholding Taxes. (b) Regardless of any action the Company or the Affiliate that employs the Participant (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account, or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items owed by the Participant is and remains the Participant’s responsibility and that such amount may exceed the amount actually withheld by the Company and/or the Employer. The Participant further acknowledges that the Company and/or the Employer (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant or vesting of the Restricted Stock Units, the issuance of Shares upon settlement of the Restricted Stock Units, the subsequent sale of Shares, and the receipt of any dividends or dividend equivalents; and (ii) does not commit and is under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant becomes subject to tax in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former Employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Revised 5/1/18 (c) Until such time as the Corporation Company provides Participant with written or electronic notice to the contrary, the Corporation Company shall collect Withholding Taxes required to be withheld with respect to the vesting or issuance of the vested Shares hereunder (including shares attributable to the dividend equivalent rights provided under Paragraph 4) through an automatic share withholding procedure pursuant to which the Corporation Company will withhold, at the time of such vesting or issuance, a portion of the Shares with a Fair Market Value (measured as of the vesting or issuance date, as applicable) equal to the amount of those taxes (including taxes resulting from such withholding) (the “Share Withholding Method”); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes that are applicable to supplemental taxable income, or as otherwise approved determined by the Plan AdministratorCompany. Participant shall be notified in writing or electronically in the event such Share Withholding Method is no longer available. (cd) Should any Shares (including shares attributable to the dividend equivalent rights provided under Paragraph 4) vest be vested or be issued at a time when the Share Withholding Method is not available, then the Withholding Taxes required to be withheld with respect to those Shares shall be collected from Participant through either of the following alternatives: - Participant’s delivery of his or her separate check payable to the Corporation Company in the amount of such taxes, or - the use of the proceeds from a next-day sale of the Shares issued to Participant, provided and only if (i) such a sale is permissible under the CorporationCompany’s trading policies governing the sale of Common Stock, (ii) Participant makes an irrevocable commitment, on or before the Issue Date for those Shares, to effect such sale of the Shares and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (de) Except as otherwise provided in Paragraph 4 and Paragraph 5(b) the settlement of all Restricted Stock Units which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares Shares be issued. Accordingly, the total number of shares of Common Stock to be issued pursuant to the Award shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share.