Common use of EXERCISE OF WITHHOLDING RIGHT Clause in Contracts

EXERCISE OF WITHHOLDING RIGHT. To exercise a Withholding Right, the Optionee must follow the election procedures set forth below, together with such additional procedures and conditions as may be set forth in the related Stock Option Agreement or otherwise adopted by the Committee. (i) The Optionee must deliver to the Company his or her written notice of election (the "Election") to have the Withholding Right apply to all (or a designated portion) of his or her Stock Options prior to the date of exercise of the Right to which it relates. (ii) Unless disapproved by the Committee as provided in Subsection (iii) below, the Election once made will be irrevocable. (iii) No Election is valid unless the Committee consents to the Election; the Committee has the right and power, in its sole discretion, with or without cause or reason therefor, to consent to the Election, to refuse to consent to the Election, or to disapprove the Election; and if the Committee has not consented to the Election on or prior to the date that the amount of tax to be withheld is, under applicable federal income tax laws, fixed and determined by the Company (the "Tax Date"), the Election will be deemed approved. (iv) If the Optionee on the date of delivery of the Election to the Company is a person subject to Section 16(b) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), the following additional provisions will apply: (A) the Election cannot be made during the six calendar month period commencing with the date of the grant of the Withholding Right (even if the Stock Options to which such Withholding Right relates have been granted prior to such date); provided, that this Subsection (A) is not applicable to any Optionee at any time subsequent to the death, Disability or Retirement of the Optionee; (B) the Election (and the exercise of the related Stock Option) can only be made during the specific period expressly provided in Rule 16b-3(e)(3); and (C) notwithstanding any other provision of this Section, no person subject to Section 16(b) of the Exchange Act shall have the right to make any Election unless the Company has been subject to the reporting requirements of Section 13(a) of the Exchange Act for at least a year prior to the transaction and has filed all reports and statements required to be filed pursuant to that Section for that year.

EXERCISE OF WITHHOLDING RIGHT. To exercise a Withholding Right, the Optionee must follow the election procedures set forth below, together with such additional procedures and conditions as may be set forth in the related Stock Option Agreement or otherwise adopted by the Committee. (i) The Optionee must deliver to the Company his or her written notice of election (the "Election") to have the Withholding Right apply to all (or a designated portion) of his or her Stock Options prior to the date of exercise of the Right to which it relates. (ii) Unless disapproved by the Committee as provided in Subsection (iii) below, the Election once made will be irrevocable. (iii) No Election is valid unless the Committee consents to the Election; the Committee has the right and power, in its sole discretion, with or without cause or reason therefor, to consent to the Election, to refuse to consent to the Election, or to disapprove the Election; and if the Committee has not consented to the Election on or prior to the date that the amount of tax to be withheld is, under applicable federal income tax laws, fixed and determined by the Company (the "Tax Date"), the Election will be deemed approved. (iv) If the Optionee on the date of delivery of the Election to the Company is a person subject to Section 16(b) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), the following additional provisions will apply: (A) the Election cannot be made during the six calendar month period commencing with the date of the grant of the Withholding Right (even if the Stock Options to which such Withholding Right relates have been granted prior to such date); provided, that this Subsection (A) is not applicable to any Optionee at any time subsequent to the death, Disability or Retirement of the Optionee; (B) the Election (and the exercise of the related Stock Option) can only be made during the specific period expressly provided in Rule 16b-3(e)(3); and (C) notwithstanding any other provision of this Section, no person Person subject to Section section 16(b) of the Exchange Act shall have the right to make any Election unless the Company has been subject to the reporting requirements of Section 13(a) of the Exchange Act for at least a year prior to the transaction and has filed all reports and statements required to be filed pursuant to that Section for that year.