Common use of Federal and State Taxes Clause in Contracts

Federal and State Taxes. (a) Any amount of Common Stock that is payable or transferable to the Participant hereunder may be subject to the payment of or reduced by any amount or amounts which the Company is required to withhold under the then applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), or its successors, or any other federal, state or local tax withholding requirement. When the Company is required to withhold any amount or amounts under the applicable provisions of the Code, the Company shall withhold from the Common Stock to be issued to the Participant a number of shares necessary to satisfy the Company’s withholding obligations. The number of shares of Common Stock to be withheld shall be based upon the Fair Market Value of the shares on the date of withholding. (b) Notwithstanding Paragraph 9(a) above, if the Participant elects, and the Committee agrees, the Company’s withholding obligations may instead be satisfied as follows: (i) the Participant may direct the Company to withhold cash that is otherwise payable to the Participant; (ii) the Participant may deliver to the Company a sufficient number of shares of Common Stock then owned by the Participant to satisfy the Company’s withholding obligations, based on the Fair Market Value of the shares as of the date of withholding; (iii) the Participant may deliver sufficient cash to the Company to satisfy its withholding obligations; or (iv) any combination of the alternatives described in Paragraphs 9(b)(i) through 9(b)(iii) above. (c) Authorization of the Participant to the Company to withhold taxes pursuant to one or more of the alternatives described in Paragraph 9(b) above must be in a form and content acceptable to the Committee. The payment or authorization to withhold taxes by the Participant shall be completed prior to the delivery of any shares pursuant to this Agreement. An authorization to withhold taxes pursuant to this provision will be irrevocable unless and until the tax liability of the Participant has been fully paid.

Federal and State Taxes. (a) Any amount of Common Stock that is payable or transferable to the Participant hereunder may be subject to the payment of or reduced by any amount or amounts which the Company is required to withhold under the then applicable provisions of the laws of the jurisdiction where the Participant is employed, and, if applicable, the Internal Revenue Code of 1986, as amended (the “Code”), or its successors, or any other foreign, federal, state or local tax withholding requirement. When the Company is required to withhold any amount or amounts under the applicable provisions of any foreign, federal, state or local requirement or the Code, the Company shall withhold from the Common Stock to be issued to the Participant a number of shares necessary to satisfy the Company’s withholding obligations. The number of shares of Common Stock to be withheld shall be based upon the Fair Market Value of the shares on the date of withholding. (b) Notwithstanding Paragraph 9(a10(a) above, if the Participant elects, and the Committee agrees, the Company’s withholding obligations may instead be satisfied as follows: (i) the Participant may direct the Company to withhold cash that is otherwise payable to the Participant; (ii) the Participant may deliver to the Company a sufficient number of shares of Common Stock then owned by the Participant to satisfy the Company’s withholding obligations, based on the Fair Market Value of the shares as of the date of withholding; (iii) the Participant may deliver sufficient cash to the Company to satisfy its withholding obligations; or (iv) any combination of the alternatives described in Paragraphs 9(b)(i10(b)(i) through 9(b)(iii10(b)(iii) above. (c) Authorization of the Participant to the Company to withhold taxes pursuant to one or more of the alternatives described in Paragraph 9(b10(b) above must be in a form and content acceptable to the Committee. The payment or authorization to withhold taxes by the Participant shall be completed prior to the delivery of any shares pursuant to this Agreement. An authorization to withhold taxes pursuant to this provision will be irrevocable unless and until the tax liability of the Participant has been fully paid.

Federal and State Taxes. (a) Any amount of Common Stock or cash that is payable or transferable to the Participant hereunder may be subject to the payment of or reduced by any amount or amounts which the Company is required to withhold under the then applicable provisions of the laws of the jurisdiction where the Participant is employed, and, if applicable, the Internal Revenue Code of 1986, as amended (the “Code”), or its successors, or any other foreign, federal, state or local tax withholding requirement. When the Company is required to withhold any amount or amounts under the applicable provisions of any foreign, federal, state or local requirement or the Code, the Company shall withhold from the Common Stock to be issued to the Participant a number of shares necessary to satisfy the Company’s Company`s withholding obligations. The number of shares of Common Stock to be withheld shall be based upon the Fair Market Value of the shares on the date of withholding. (b) Notwithstanding Paragraph 9(a11(a) above, if the Participant elects, and the Committee agrees, the Company’s withholding obligations may instead be satisfied as follows: (i) the Participant may direct the Company to withhold cash that is otherwise payable to the Participant; (ii) the Participant may deliver to the Company a sufficient number of shares of Common Stock then owned by the Participant for a period of at least six (6) months to satisfy the Company’s Company`s withholding obligations, based on the Fair Market Value of the shares as of the date of withholding; (iii) the Participant may deliver sufficient cash to the Company to satisfy its withholding obligations; or (iv) any combination of the alternatives described in Paragraphs 9(b)(i11(b)(i) through 9(b)(iii11(b)(iii) above. (c) Authorization of the Participant to the Company to withhold taxes pursuant to one or more of the alternatives described in Paragraph 9(b11(b) above must be in a form and content acceptable to the Committee. The payment or authorization to withhold taxes by the Participant shall be completed prior to the delivery of any shares pursuant to this Agreement. An authorization to withhold taxes pursuant to this provision will be irrevocable unless and until the tax liability of the Participant has been fully paid.

Federal and State Taxes. (a) Any amount of Common Stock and/or cash that is payable or transferable to the Participant hereunder may be subject to the payment of or reduced by any amount or amounts which the Company is required to withhold under the then applicable provisions of the laws of the jurisdiction where the Participant is employed, and, if applicable, the Internal Revenue Code of 1986, as amended (the “Code”), or its successors, or any other foreign, federal, state or local tax withholding requirement. When the Company is required to withhold any amount or amounts under the applicable provisions of any foreign, federal, state or local requirement or the Code, the Company shall withhold from the Common Stock to be issued to the Participant a number of shares necessary to satisfy the Company’s withholding obligations. The number of shares of Common Stock to be withheld shall be based upon the Fair Market Value of the shares on the date of withholding. (b) Notwithstanding Paragraph 9(a11(a) above, if the Participant elects, and the Committee agrees, the Company’s withholding obligations may instead be satisfied as follows: (i) the Participant may direct the Company to withhold cash that is otherwise payable to the Participant; (ii) the Participant may deliver to the Company a sufficient number of shares of Common Stock then owned by the Participant for a period of at least six (6) months to satisfy the Company’s withholding obligations, based on the Fair Market Value of the shares as of the date of withholding; (iii) the Participant may deliver sufficient cash to the Company to satisfy its withholding obligations; or (iv) any combination of the alternatives described in Paragraphs 9(b)(i11(b)(i) through 9(b)(iii11(b)(iii) above. (c) Authorization of the Participant to the Company to withhold taxes pursuant to one or more of the alternatives described in Paragraph 9(b11(b) above must be in a form and content acceptable to the Committee. The payment or authorization to withhold taxes by the Participant shall be completed prior to the delivery of any shares pursuant to this Agreement. An authorization to withhold taxes pursuant to this provision will be irrevocable unless and until the tax liability of the Participant has been fully paid.

Federal and State Taxes. (a) Any amount of Common Stock that is payable or transferable to the Participant hereunder may be subject to the payment of or reduced by any amount or amounts which the Company is required to withhold under the then applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), or its successors, or any other federal, state or local tax withholding requirement. When the Company is required to withhold any amount or amounts under the applicable provisions of the Code, the Company shall withhold from the Common Stock to be issued to the Participant a number of shares necessary to satisfy the Company’s withholding obligations. The number of shares of Common Stock to be withheld shall be based upon the Fair Market Value of the shares on the date of withholding. (b) Notwithstanding Paragraph 9(a10(a) above, if the Participant elects, and the Committee agrees, the Company’s withholding obligations may instead be satisfied as follows: (i) the Participant may direct the Company to withhold cash that is otherwise payable to the Participant; (ii) the Participant may deliver to the Company a sufficient number of shares of Common Stock then owned by the Participant to satisfy the Company’s withholding obligations, based on the Fair Market Value of the shares as of the date of withholding; (iii) the Participant may deliver sufficient cash to the Company to satisfy its withholding obligations; or (iv) any combination of the alternatives described in Paragraphs 9(b)(i10(b)(i) through 9(b)(iii10(b)(iii) above. (c) Authorization of the Participant to the Company to withhold taxes pursuant to one or more of the alternatives described in Paragraph 9(b10(b) above must be in a form and content acceptable to the Committee. The payment or authorization to withhold taxes by the Participant shall be completed prior to the delivery of any shares pursuant to this Agreement. An authorization to withhold taxes pursuant to this provision will be irrevocable unless and until the tax liability of the Participant has been fully paid.

Federal and State Taxes. (a) Any amount The Recipient hereby acknowledges and understands that the Recipient will be required, for income tax purposes, to include the fair market value of Common the Restricted Stock that is payable or transferable to as of the Participant hereunder may be subject to applicable vesting date as ordinary income for the payment of or reduced by any amount or amounts year in which the Company Restricted Stock becomes vested unless an election is required filed by the Recipient with the Internal Revenue Service (and, if necessary, the proper state taxing authorities) within 30 days of the Grant Date, electing pursuant to withhold under the then applicable provisions Section 83(b) of the Internal Revenue Code (and similar state tax provisions, if applicable) to be taxed currently on the fair market value of 1986the Restricted Stock as of the Grant Date. The Recipient represents that the Recipient has consulted any tax advisors the Recipient deems advisable in connection with the Restricted Stock and the filing of an election under Section 83(b) and similar tax provisions. The Recipient hereby assumes all responsibility for filing such election and paying any taxes resulting from such election or from the failure to file such election. If the Recipient makes an election under Section 83(b) with respect to the Restricted Stock, as amended (the “Code”)Recipient agrees to deliver a copy of such election to the Company concurrently with the filing of such election with the Internal Revenue Service. In such event, or its successors, or the Recipient shall make arrangements satisfactory to the Company to pay in the current year any other federal, state or local tax withholding requirement. When the Company is taxes required to withhold be withheld with respect to such Restricted Stock. If the Recipient fails to make such payments, then any amount or amounts under provision of this Agreement to the applicable provisions of the Codecontrary notwithstanding, the Company shall withhold (or its subsidiaries, if any) shall, to the extent permitted by law, have the right to deduct from any payments of any kind otherwise due from the Common Stock Company or its subsidiaries to be issued or with respect to the Participant a number Recipient, whether or not pursuant to this Agreement and regardless of shares necessary to satisfy the Company’s withholding obligations. The number form of shares payment, any federal, state or local taxes of Common Stock any kind required by law to be withheld shall be based upon the Fair Market Value of the shares on the date of withholdingwith respect to such Restricted Stock. (b) Notwithstanding Paragraph 9(a) above, if the Participant elects, and the Committee agrees, the Company’s withholding obligations may instead be satisfied as follows: (i) the Participant may direct the Company to withhold cash that is otherwise payable to the Participant; (ii) the Participant may deliver to the Company a sufficient number of shares of Common Stock then owned by the Participant to satisfy the Company’s withholding obligations, based on the Fair Market Value of the shares as of the date of withholding; (iii) the Participant may deliver sufficient cash to the Company to satisfy its withholding obligations; or (iv) any combination of the alternatives described in Paragraphs 9(b)(i) through 9(b)(iii) above. (c) Authorization of the Participant to the Company to withhold taxes pursuant to one or more of the alternatives described in Paragraph 9(b) above must be in a form and content acceptable to the Committee. The payment or authorization to withhold taxes by the Participant shall be completed prior to the delivery of any shares pursuant to this Agreement. An authorization to withhold taxes pursuant to this provision will be irrevocable unless and until the tax liability of the Participant has been fully paid.

Federal and State Taxes. (a) Any amount of Common Stock that is payable or transferable to the Participant hereunder may be subject to the payment of or reduced by any amount or amounts which the Company is required to withhold under the then applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), or its successors, or any other federal, state or local tax withholding requirement. When the Company is required to withhold any amount or amounts under the applicable provisions of the Code, the Company shall withhold from the Common Stock to be issued to the Participant a number of shares necessary to satisfy the Company’s withholding obligations. The number of shares of Common Stock to be withheld shall be based upon the Fair Market Value of the shares on the date of withholding. (b) Notwithstanding Paragraph 9(a) above, if the Participant elects, and the Committee agrees, the Company’s withholding obligations may instead be satisfied as follows: (i) the Participant may direct the Company to withhold cash that is otherwise payable to the Participant; (ii) the Participant may deliver to the Company a sufficient number of shares of Common Stock then owned by the Participant to satisfy the Company’s withholding obligations, based on the Fair Market Value of the shares as of the date of withholding;; or (iii) the Participant may deliver sufficient cash to the Company to satisfy its withholding obligations; or. (iv) any combination of the alternatives described in Paragraphs 9(b)(i) through 9(b)(iii) above. (c) Authorization of the Participant to the Company to withhold taxes pursuant to one or more of the alternatives described in Paragraph 9(b) above must be in a form and content acceptable to the Committee. The payment or authorization to withhold taxes by the Participant shall be completed prior to the delivery of any shares pursuant to this Agreement. An authorization to withhold taxes pursuant to this provision will be irrevocable unless and until the tax liability of the Participant has been fully paid.

Federal and State Taxes. (a) Any amount of Common Stock that is payable or transferable to Upon the Participant hereunder may be subject to the payment of or reduced by any amount or amounts which the Company is required to withhold under the then applicable provisions exercise of the Internal Revenue Code of 1986, as amended (the “Code”), or its successorsStock Option, or any other part thereof, the Participant may incur certain liabilities for federal, state or local tax withholding requirement. When taxes and the Company may be required by law to withhold such taxes for payment to taxing authorities. Upon a determination by the Company that an amount is required to withhold any amount be withheld in order to satisfy federal, state or amounts under local taxes, absent an election described in by the applicable provisions of Participant to the Codecontrary, the Company shall withhold from the Common Stock to be issued to the Participant a number of shares necessary to satisfy the Company’s withholding obligations. The number of shares of Common Stock to be withheld shall be based upon the Fair Market Value of the shares on the date of withholding. (b) Notwithstanding Paragraph 9(a13(a) above, if the Participant elects, and the Committee agrees, the Company’s withholding obligations may instead be satisfied as follows: (i) the Participant may direct the Company to withhold cash that is otherwise payable to the Participant; (ii) the Participant may deliver to the Company a sufficient number of shares of Common Stock then owned by the Participant to satisfy the Company’s withholding obligations, based on the Fair Market Value of the shares as of the date of withholding;; or (iii) the Participant may deliver sufficient cash to the Company to satisfy its withholding obligations; or. (iv) any combination of the alternatives described in Paragraphs 9(b)(i13(b)(i) through 9(b)(iii13(b)(iii) above. (c) Authorization of the Participant to the Company to withhold taxes pursuant to one or more of the alternatives described in Paragraph 9(b13(b) above must be in a form and content acceptable to the Committee. The payment or authorization to withhold taxes by the Participant shall be completed prior to the delivery of any shares pursuant to this Agreement. An authorization to withhold taxes pursuant to this provision will be irrevocable unless and until the tax liability of the Participant has been fully paid.

Federal and State Taxes. (a) Any amount of Common Stock that is payable or transferable to Upon the Participant hereunder may be subject to the payment of or reduced by any amount or amounts which the Company is required to withhold under the then applicable provisions exercise of the Internal Revenue Code of 1986, as amended (the “Code”), or its successorsStock Option, or any other part thereof, the Participant may incur certain liabilities for federal, state or local tax withholding requirement. When taxes and the Company may be required by law to withhold such taxes for payment to taxing authorities. Upon a determination by the Company that an amount is required to withhold any amount be withheld in order to satisfy federal, state or amounts under local taxes, absent an election described in by the applicable provisions of Participant to the Codecontrary, the Company shall withhold from the Common Stock to be issued to the Participant a number of shares necessary to satisfy the Company’s withholding obligations. The number of shares of Common Stock to be withheld shall be based upon the Fair Market Value of the shares on the date of withholding. (b) Notwithstanding Paragraph 9(a13(a) above, if the Participant elects, and the Committee agrees, the Company’s withholding obligations may instead be by satisfied as follows: (i) the Participant may direct the Company to withhold cash that is otherwise payable to the Participant; (ii) the Participant may deliver to the Company a sufficient number of shares of Common Stock then owned by the Participant to satisfy the Company’s withholding obligations, based on the Fair Market Value of the shares as of the date of withholding; (iii) the Participant may deliver sufficient cash to the Company to satisfy its withholding obligations; or (iv) any combination of the alternatives described in Paragraphs 9(b)(i13(b)(i) through 9(b)(iii13(b)(iii) above. (c) Authorization of the Participant to the Company to withhold taxes pursuant to one or more of the alternatives described in Paragraph 9(b13(b) above must be in a form and content acceptable to the Committee. The payment or authorization to withhold taxes by the Participant shall be completed prior to the delivery deliver of any shares pursuant to this Agreement. An authorization to withhold taxes pursuant to this provision will be irrevocable unless and until the tax liability of the Participant has been fully paid.

Federal and State Taxes. (a) Any amount of Common Stock that is payable or transferable to the Participant hereunder may be subject to the payment of or reduced by any amount or amounts which the Company is required to withhold under the then applicable provisions of the laws of the jurisdiction where the Participant is employed, and, if applicable, the Internal Revenue Code of 1986, as amended (the “Code”), or its successors, or any other foreign, federal, state or local tax withholding requirement. When the Company is required to withhold any amount or amounts under the applicable provisions of any foreign, federal, state or local requirement or the Code, the Company shall withhold from the Common Stock to be issued to the Participant a number of shares necessary to satisfy the Company’s withholding obligations. The number of shares of Common Stock to be withheld shall be based upon the Fair Market Value of the shares on the date of withholding. (b) Notwithstanding Paragraph 9(a) above, if the Participant elects, and the Committee agrees, the Company’s withholding obligations may instead be satisfied as follows: (i) the Participant may direct the Company to withhold cash that is otherwise payable to the Participant; (ii) the Participant may deliver to the Company a sufficient number of shares of Common Stock then owned by the Participant to satisfy the Company’s withholding obligations, based on the Fair Market Value of the shares as of the date of withholding; (iii) the Participant may deliver sufficient cash to the Company to satisfy its withholding obligations; or (iv) any combination of the alternatives described in Paragraphs 9(b)(i) through 9(b)(iii) above. (c) Authorization of the Participant to the Company to withhold taxes pursuant to one or more of the alternatives described in Paragraph 9(b) above must be in a form and content acceptable to the Committee. The payment or authorization to withhold taxes by the Participant shall be completed prior to the delivery of any shares pursuant to this Agreement. An authorization to withhold taxes pursuant to this provision will be irrevocable unless and until the tax liability of the Participant has been fully paid.

Federal and State Taxes. (a) Any amount vested shares of Common Stock that is and cash or other property payable or transferable deliverable to the Participant hereunder may shall be subject to the payment of of, or shall be reduced by by, any amount or amounts which the Company is required to withhold under the then then-applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), or its successors, or any other federal, state or local tax withholding requirement. When the Company is required to withhold any amount or amounts under the applicable provisions of the Code, the Company shall withhold from the vested shares of Common Stock to be issued to the Participant a number of shares shares, or from any cash or other property payable or deliverable to hereunder, necessary to satisfy the Company’s withholding obligations. The number of shares of Common Stock to be withheld shall be based upon the Fair Market Value of the shares on the date of withholding. (b) Notwithstanding Paragraph 9(a) 11(a), above, if the Participant elects, and the Committee agrees, the Company’s withholding obligations may instead be satisfied as follows: (i) the Participant may direct the Company to withhold cash that is otherwise payable to the Participant; (ii) the Participant may deliver to the Company a sufficient number of shares of Common Stock then owned by the Participant to satisfy the Company’s withholding obligations, based on the Fair Market Value of the shares as of the date of withholding;; or (iiiii) the Participant may deliver sufficient cash to the Company to satisfy its withholding obligations; or (iv) any combination of the alternatives described in Paragraphs 9(b)(i) through 9(b)(iii) above. (c) Authorization of the Participant to the Company to withhold taxes pursuant to one or more of the alternatives described in Paragraph 9(b) above 11(b), above, must be in a form and content acceptable to the Committee. The payment or authorization to withhold taxes by the Participant shall be completed prior to the delivery of any shares pursuant to this Agreement. An authorization to withhold taxes pursuant to this provision will be irrevocable unless and until the tax liability of the Participant has been fully paid.

Federal and State Taxes. (a) Any amount vested shares of Common Stock that is and cash or other property payable or transferable deliverable to the Participant hereunder may shall be subject to the payment of of, or shall be reduced by by, any amount or amounts which the Company is required to withhold under the then then-applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), or its successors, or any other federal, state or local tax withholding requirement. When the Company is required to withhold any amount or amounts under the applicable provisions of the Code, the Company shall withhold from the vested shares of Common Stock to be issued to the Participant a number of shares shares, or from any cash or other property payable or deliverable to hereunder, necessary to satisfy the Company’s withholding obligations. The number of shares of Common Stock to be withheld shall be based upon the Fair Market Value of the shares on the date of withholding. (b) Notwithstanding Paragraph 9(a) 10(a), above, if the Participant elects, and the Committee agrees, the Company’s withholding obligations may instead be satisfied as follows: (i) the Participant may direct the Company to withhold cash that is otherwise payable to the Participant; (ii) the Participant may deliver to the Company a sufficient number of shares of Common Stock then owned by the Participant to satisfy the Company’s withholding obligations, based on the Fair Market Value of the shares as of the date of withholding;; or (iiiii) the Participant may deliver sufficient cash to the Company to satisfy its withholding obligations; or (iv) any combination of the alternatives described in Paragraphs 9(b)(i) through 9(b)(iii) above. (c) Authorization of the Participant to the Company to withhold taxes pursuant to one or more of the alternatives described in Paragraph 9(b) above 10(b), above, must be in a form and content acceptable to the Committee. The payment or authorization to withhold taxes by the Participant shall be completed prior to the delivery of any shares pursuant to this Agreement. An authorization to withhold taxes pursuant to this provision will be irrevocable unless and until the tax liability of the Participant has been fully paid.

Federal and State Taxes. (a) Any amount of Common Stock that is payable The Employee may incur certain liabilities for Federal, state or transferable to local taxes and the Participant hereunder Company may be subject to the payment of or reduced required by any amount or amounts which the Company is required law to withhold under such taxes for payment to taxing authorities. If the then applicable provisions Employee makes the election permitted by section 83(b) of the Internal Revenue Code Code, the taxes shall be due and payable for the year in which this Agreement is executed. If the Employee does not make such election, the taxes shall be payable for the year in which the restrictions lapse pursuant to Section 4. Upon determination of 1986the year in which such taxes are due and the determination by the Company of the amount of taxes required to be withheld, as amended (if any, the “Code”)Employee shall either pay to the Company, in cash or by certified or cashier’s check, an amount equal to the taxes required to be paid on such transaction, or its successors, or any other the Employee shall authorize the Company to withhold from monies owing by the Company to the Employee an amount equal to the amount of federal, state or local tax withholding requirement. When the Company is taxes required to withhold any amount or amounts under the applicable provisions of the Code, the Company shall withhold from the Common Stock to be issued to the Participant a number of shares necessary to satisfy the Company’s withholding obligationswithheld. The number of shares of Common Stock to be withheld shall be based upon the Fair Market Value of the shares on the date of withholding. (b) Notwithstanding Paragraph 9(a) above, if the Participant elects, and the Committee agrees, the Company’s withholding obligations may instead be satisfied as follows: (i) the Participant may direct the Company to withhold cash that is otherwise payable to the Participant; (ii) the Participant may deliver to the Company a sufficient number of shares of Common Stock then owned by the Participant to satisfy the Company’s withholding obligations, based on the Fair Market Value of the shares as of the date of withholding; (iii) the Participant may deliver sufficient cash to the Company to satisfy its withholding obligations; or (iv) any combination of the alternatives described in Paragraphs 9(b)(i) through 9(b)(iii) above. (c) Authorization of the Participant Employee to the Company to withhold taxes pursuant to one or more of the alternatives described in Paragraph 9(b) above must this Section 10 shall be in a form and content acceptable to the Committee. The payment or authorization to withhold taxes by the Participant shall be completed prior to the delivery of any shares pursuant to this Agreement. An authorization to withhold taxes pursuant to this provision will shall be irrevocable unless and until the tax liability of the Participant Employee has been fully paid. In the event that the Employee fails to make arrangements that are acceptable to the Committee for providing to the Company, at the time or times required, the amounts of federal, state and local taxes required to be withheld with respect to the Restricted Shares granted to the Employee under this Agreement, the Company shall have the right to purchase at current market price as determined by the Committee and/or to sell to one or more third parties in either market or private transactions sufficient Vested Shares to provide the funds needed for the Company to make the required tax payment or payments.

Federal and State Taxes. (a) Any amount of Common Stock or cash that is payable or transferable to the Participant hereunder may be subject to the payment of or reduced by any amount or amounts which the Company is required to withhold under the then applicable provisions of the laws of the jurisdiction where the Participant is employed, and, if applicable, the Internal Revenue Code of 1986, as amended (the “Code”), or its successors, or any other foreign, federal, state or local tax withholding requirement. When the Company is required to withhold any amount or amounts under the applicable provisions of any foreign, federal, state or local requirement or the Code, the Company shall withhold from the Common Stock to be issued to the Participant a number of shares necessary to satisfy the Company’s Company`s withholding obligations. The number of shares of Common Stock to be withheld shall be based upon the Fair Market Value of the shares on the date of withholding. (b) Notwithstanding Paragraph 9(a11(a) above, if the Participant elects, and the Committee agrees, the Company’s 's withholding obligations may instead be satisfied as follows: (i) the Participant may direct the Company to withhold cash that is otherwise payable to the Participant; (ii) the Participant may deliver to the Company a sufficient number of shares of Common Stock then owned by the Participant to satisfy the Company’s Company`s withholding obligations, based on the Fair Market Value of the shares as of the date of withholding; (iii) the Participant may deliver sufficient cash to the Company to satisfy its withholding obligations; or (iv) any combination of the alternatives described in Paragraphs 9(b)(i11(b)(i) through 9(b)(iii11(b)(iii) above. (c) Authorization of the Participant to the Company to withhold taxes pursuant to one or more of the alternatives described in Paragraph 9(b11(b) above must be in a form and content acceptable to the Committee. The payment or authorization to withhold taxes by the Participant shall be completed prior to the delivery of any shares pursuant to this Agreement. An authorization to withhold taxes pursuant to this provision will be irrevocable unless and until the tax liability of the Participant has been fully paid.

Federal and State Taxes. (a) Any amount of Common Stock that is payable or transferable to the Participant hereunder may be subject to the payment of or reduced by any amount or amounts which the Company is required to withhold under the then applicable provisions of the laws of the jurisdiction where the Participant is employed, and, if applicable, the Internal Revenue Code of 1986, as amended (the “Code”), or its successors, or any other foreign, federal, state or local tax withholding requirement. When the Company is required to withhold any amount or amounts under the applicable provisions of any foreign, federal, state or local requirement or the Code, the Company shall withhold from the Common Stock to be issued to the Participant a number of shares necessary to satisfy the Company’s 's withholding obligations. The number of shares of Common Stock to be withheld shall be based upon the Fair Market Value of the shares on the date of withholding. (b) Notwithstanding Paragraph 9(a11(a) above, if the Participant elects, and the Committee agrees, the Company’s 's withholding obligations may instead be satisfied as follows: (i) the Participant may direct the Company to withhold cash that is otherwise payable to the Participant; (ii) the Participant may deliver to the Company a sufficient number of shares of Common Stock then owned by the Participant to satisfy the Company’s 's withholding obligations, based on the Fair Market Value of the shares as of the date of withholding; (iii) the Participant may deliver sufficient cash to the Company to satisfy its withholding obligations; or (iv) any combination of the alternatives described in Paragraphs 9(b)(i11(b)(i) through 9(b)(iii11(b)(iii) above. (c) Authorization of the Participant to the Company to withhold taxes pursuant to one or more of the alternatives described in Paragraph 9(b11(b) above must be in a form and content acceptable to the Committee. The payment or authorization to withhold taxes by the Participant shall be completed prior to the delivery of any shares pursuant to this Agreement. An authorization to withhold taxes pursuant to this provision will be irrevocable unless and until the tax liability of the Participant has been fully paid.

Federal and State Taxes. (a) Any amount of Common Stock or cash that is payable or transferable to the Participant hereunder may be subject to the payment of or reduced by any amount or amounts which the Company is required to withhold under the then applicable provisions of the laws of the jurisdiction where the Participant is employed, and, if applicable, the Internal Revenue Code of 1986, as amended (the “Code”), or its successors, or any other foreign, federal, state or local tax withholding requirement. When the Company is required to withhold any amount or amounts under the applicable provisions of any foreign, federal, state or local requirement or the Code, the Company shall withhold from the Common Stock to be issued to the Participant a number of shares necessary to satisfy the Company’s Company`s withholding obligations. The number of shares of Common Stock to be withheld shall be based upon the Fair Market Value of the shares on the date of withholding. (b) Notwithstanding Paragraph 9(a10(a) above, if the Participant elects, and the Committee agrees, the Company’s 's withholding obligations may instead be satisfied as follows: (i) the Participant may direct the Company to withhold cash that is otherwise payable to the Participant; (ii) the Participant may deliver to the Company a sufficient number of shares of Common Stock then owned by the Participant to satisfy the Company’s Company`s withholding obligations, based on the Fair Market Value of the shares as of the date of withholding; (iii) the Participant may deliver sufficient cash to the Company to satisfy its withholding obligations; or (iv) any combination of the alternatives described in Paragraphs 9(b)(i10(b)(i) through 9(b)(iii10(b)(iii) above. (c) Authorization of the Participant to the Company to withhold taxes pursuant to one or more of the alternatives described in Paragraph 9(b10(b) above must be in a form and content acceptable to the Committee. The payment or authorization to withhold taxes by the Participant shall be completed prior to the delivery of any shares pursuant to this Agreement. An authorization to withhold taxes pursuant to this provision will be irrevocable unless and until the tax liability of the Participant has been fully paid.

Federal and State Taxes. (a) Any amount of Common Stock or cash that is payable or transferable to the Participant hereunder may be subject to the payment of or reduced by any amount or amounts which the Company is required to withhold under the then applicable provisions of the laws of the jurisdiction where the Participant is employed, and, if applicable, the Internal Revenue Code of 1986, as amended (the “Code”), or its successors, or any other foreign, federal, state or local tax withholding requirement. When the Company is required to withhold any amount or amounts under the applicable provisions of any foreign, federal, state or local requirement or the Code, the Company shall withhold from the Common Stock to be issued to the Participant a number of shares necessary to satisfy the Company’s withholding obligations. The number of shares of Common Stock to be withheld shall be based upon the Fair Market Value of the shares on the date of withholding. (b) Notwithstanding Paragraph 9(a11(a) above, if the Participant elects, and the Committee agrees, the Company’s withholding obligations may instead be satisfied as follows: (i) the Participant may direct the Company to withhold cash that is otherwise payable to the Participant; (ii) the Participant may deliver to the Company a sufficient number of shares of Common Stock then owned by the Participant to satisfy the Company’s withholding obligations, based on the Fair Market Value of the shares as of the date of withholding; (iii) the Participant may deliver sufficient cash to the Company to satisfy its withholding obligations; or (iv) any combination of the alternatives described in Paragraphs 9(b)(i11(b)(i) through 9(b)(iii11(b)(iii) above. (c) Authorization of the Participant to the Company to withhold taxes pursuant to one or more of the alternatives described in Paragraph 9(b11(b) above must be in a form and content acceptable to the Committee. The payment or authorization to withhold taxes by the Participant shall be completed prior to the delivery of any shares pursuant to this Agreement. An authorization to withhold taxes pursuant to this provision will be irrevocable unless and until the tax liability of the Participant has been fully paid.

Federal and State Taxes. (a) Any amount of Common Stock and/or cash that is payable or transferable to the Participant hereunder may be subject to the payment of or reduced by any amount or amounts which the Company is required to withhold under the then applicable provisions of the laws of the jurisdiction where the Participant is employed, and, if applicable, the Internal Revenue Code of 1986, as amended (the “Code”), or its successors, or any other foreign, federal, state or local tax withholding requirement. When the Company is required to withhold any amount or amounts under the applicable provisions of any foreign, federal, state or local requirement or the Code, the Company shall withhold from the Common Stock to be issued to the Participant a number of shares necessary to satisfy the Company’s withholding obligations. The number of shares of Common Stock to be withheld shall be based upon the Fair Market Value of the shares on the date of withholding. (b) Notwithstanding Paragraph 9(a11(a) above, if the Participant elects, and the Committee agrees, the Company’s withholding obligations may instead be satisfied as follows: (i) the Participant may direct the Company to withhold cash that is otherwise payable to the Participant; (ii) the Participant may deliver to the Company a sufficient number of shares of Common Stock then owned by the Participant to satisfy the Company’s withholding obligations, based on the Fair Market Value of the shares as of the date of withholding; (iii) the Participant may deliver sufficient cash to the Company to satisfy its withholding obligations; or (iv) any combination of the alternatives described in Paragraphs 9(b)(i11(b)(i) through 9(b)(iii11(b)(iii) above. (c) Authorization of the Participant to the Company to withhold taxes pursuant to one or more of the alternatives described in Paragraph 9(b11(b) above must be in a form and content acceptable to the Committee. The payment or authorization to withhold taxes by the Participant shall be completed prior to the delivery of any shares pursuant to this Agreement. An authorization to withhold taxes pursuant to this provision will be irrevocable unless and until the tax liability of the Participant has been fully paid.

Federal and State Taxes. (a) Any amount of Common Stock that is payable The Employee may incur certain liabilities for Federal, state or transferable to local taxes and the Participant hereunder Company may be subject to the payment of or reduced required by any amount or amounts which the Company is required law to withhold under such taxes for payment to taxing authorities. If the then applicable provisions Employee makes the election permitted by section 83(b) of the Internal Revenue Code Code, the taxes shall be due and payable for the year in which this Agreement is executed. If the Employee does not make such election, the taxes shall be payable for the year in which the restrictions lapse pursuant to Section 4. Upon determination of 1986the year in which such taxes are due and the determination by the Company of the amount of taxes required to be withheld, as amended (if any, the “Code”)Employee shall either pay to the Company, in cash or by certified or cashier's check, an amount equal to the taxes required to be paid on such transaction, or its successors, or any other the Employee shall authorize the Company to withhold from monies owing by the Company to the Employee an amount equal to the amount of federal, state or local tax withholding requirement. When the Company is taxes required to withhold any amount or amounts under the applicable provisions of the Code, the Company shall withhold from the Common Stock to be issued to the Participant a number of shares necessary to satisfy the Company’s withholding obligationswithheld. The number of shares of Common Stock to be withheld shall be based upon the Fair Market Value of the shares on the date of withholding. (b) Notwithstanding Paragraph 9(a) above, if the Participant elects, and the Committee agrees, the Company’s withholding obligations may instead be satisfied as follows: (i) the Participant may direct the Company to withhold cash that is otherwise payable to the Participant; (ii) the Participant may deliver to the Company a sufficient number of shares of Common Stock then owned by the Participant to satisfy the Company’s withholding obligations, based on the Fair Market Value of the shares as of the date of withholding; (iii) the Participant may deliver sufficient cash to the Company to satisfy its withholding obligations; or (iv) any combination of the alternatives described in Paragraphs 9(b)(i) through 9(b)(iii) above. (c) Authorization of the Participant Employee to the Company to withhold taxes pursuant to one or more of the alternatives described in Paragraph 9(b) above must this Section 10 shall be in a form and content acceptable to the Committee. The payment or authorization to withhold taxes by the Participant shall be completed prior to the delivery of any shares pursuant to this Agreement. An authorization to withhold taxes pursuant to this provision will shall be irrevocable unless and until the tax liability of the Participant Employee has been fully paid. In the event that the Employee fails to make arrangements that are acceptable to the Committee for providing to the Company, at the time or times required, the amounts of federal, state and local taxes required to be withheld with respect to the Restricted Units granted to the Employee under this Agreement, the Company shall have the right to purchase at current market price as determined by the Committee and/or to sell to one or more third parties in either market or private transactions sufficient Vested Units to provide the funds needed for the Company to make the required tax payment or payments.

Federal and State Taxes. (a) Any amount of Common Stock or cash that is payable or transferable to the Participant hereunder may be subject to the payment of or reduced by any amount or amounts which the Company is required to withhold under the then applicable provisions of the laws of the jurisdiction where the Participant is employed, and, if applicable, the Internal Revenue Code of 1986, as amended (the “Code”), or its successors, or any other foreign, federal, state or local tax withholding requirement. When the Company is required to withhold any amount or amounts under the applicable provisions of any foreign, federal, state or local requirement or the Code, the Company shall withhold from the Common Stock to be issued to the Participant a number of shares necessary to satisfy the Company’s withholding obligations. The number of shares of Common Stock to be withheld shall be based upon the Fair Market Value of the shares on the date of withholding. (b) Notwithstanding Paragraph 9(a10(a) above, if the Participant elects, and the Committee agrees, the Company’s withholding obligations may instead be satisfied as follows: (i) the Participant may direct the Company to withhold cash that is otherwise payable to the Participant; (ii) the Participant may deliver to the Company a sufficient number of shares of Common Stock then owned by the Participant to satisfy the Company’s withholding obligations, based on the Fair Market Value of the shares as of the date of withholding; (iii) the Participant may deliver sufficient cash to the Company to satisfy its withholding obligations; or (iv) any combination of the alternatives described in Paragraphs 9(b)(i10(b)(i) through 9(b)(iii10(b)(iii) above. (c) Authorization of the Participant to the Company to withhold taxes pursuant to one or more of the alternatives described in Paragraph 9(b10(b) above must be in a form and content acceptable to the Committee. The payment or authorization to withhold taxes by the Participant shall be completed prior to the delivery of any shares pursuant to this Agreement. An authorization to withhold taxes pursuant to this provision will be irrevocable unless and until the tax liability of the Participant has been fully paid.

Federal and State Taxes. (a) Any amount vested shares of Common Stock that is and cash or other property payable or transferable deliverable to the Participant hereunder may shall be subject to the payment of of, or shall be reduced by by, any amount or amounts which the Company is required to withhold under the then then-applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), or its successors, or any other federal, state or local tax withholding requirement. When the Company is required to withhold any amount or amounts under the applicable provisions of the Code, the Company shall withhold from the vested shares of Common Stock to be issued to the Participant a number of shares shares, or from any cash or other property payable or deliverable to hereunder, necessary to satisfy the Company’s withholding obligations. The number of shares of Common Stock to be withheld shall be based upon the Fair Market Value of the shares on the date of withholding. (b) Notwithstanding Paragraph 9(a) above, if the Participant elects, and the Committee agrees, the Company’s withholding obligations may instead be satisfied as follows: (i) the Participant may direct the Company to withhold cash that is otherwise payable to the Participant; (ii) the Participant may deliver to the Company a sufficient number of shares of Common Stock then owned by the Participant to satisfy the Company’s withholding obligations, based on the Fair Market Value of the shares as of the date of withholding; (iii) the Participant may deliver sufficient cash to the Company to satisfy its withholding obligations; or (iv) any combination of the alternatives described in Paragraphs 9(b)(i10(b)(i) through 9(b)(iii10(b)(iii) above. (c) Authorization of the Participant to the Company to withhold taxes pursuant to one or more of the alternatives described in Paragraph 9(b10(b) above must be in a form and content acceptable to the Committee. The payment or authorization to withhold taxes by the Participant shall be completed prior to the delivery of any shares pursuant to this Agreement. An authorization to withhold taxes pursuant to this provision will be irrevocable unless and until the tax liability of the Participant has been fully paid.

Federal and State Taxes. (a) Any amount of Common Stock that is payable or transferable to the Participant hereunder may be subject to the payment of or reduced by any amount or amounts which the Company is required to withhold under the then applicable provisions of the laws of the jurisdiction where the Participant is employed, and, if applicable, the Internal Revenue Code of 1986, as amended (the “Code”), or its successors, or any other foreign, federal, state or local tax withholding requirement. When the Company is required to withhold any amount or amounts under the applicable provisions of any foreign, federal, state or local requirement or the Code, the Company shall withhold from the Common Stock to be issued to the Participant a number of shares necessary to satisfy the Company’s withholding obligations. The number of shares of Common Stock to be withheld shall be based upon the Fair Market Value of the shares on the date of withholding. (b) Notwithstanding Paragraph 9(a11(a) above, if the Participant elects, and the Committee agrees, the Company’s withholding obligations may instead be satisfied as follows: (i) the Participant may direct the Company to withhold cash that is otherwise payable to the Participant; (ii) the Participant may deliver to the Company a sufficient number of shares of Common Stock then owned by the Participant to satisfy the Company’s withholding obligations, based on the Fair Market Value of the shares as of the date of withholding; (iii) the Participant may deliver sufficient cash to the Company to satisfy its withholding obligations; or (iv) any combination of the alternatives described in Paragraphs 9(b)(i11(b)(i) through 9(b)(iii11(b)(iii) above. (c) Authorization of the Participant to the Company to withhold taxes pursuant to one or more of the alternatives described in Paragraph 9(b11(b) above must be in a form and content acceptable to the Committee. The payment or authorization to withhold taxes by the Participant shall be completed prior to the delivery of any shares pursuant to this Agreement. An authorization to withhold taxes pursuant to this provision will be irrevocable unless and until the tax liability of the Participant has been fully paid.

Federal and State Taxes. (a) Any amount of Common Stock or cash that is payable or transferable to the Participant in connection with the conversion of the Common Stock Equivalents granted hereunder may be subject to the payment of or reduced by any amount or amounts which the Company is required to withhold under the then applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), or its successors, or any other federalFederal, state or local tax withholding requirement. When the Company is required to withhold any amount or amounts under the applicable provisions of the Code, the Company shall withhold from satisfy such withholding by reducing the Common Stock to be issued Equivalents credited to the Participant Participant’s account by a number of shares necessary to satisfy the Company’s withholding obligations. The number of shares of Common Stock Equivalents to be withheld shall be based upon the Fair Market Value of the shares a share of Common Stock on the date of withholding. (b) Notwithstanding Paragraph 9(a) above, if the Participant elects, and the Committee agrees, the Company’s withholding obligations may instead be satisfied as follows:follows (as further described and limited by the terms of the Plan): (i) the Participant may direct the Company to withhold cash that is otherwise payable to the Participant; (ii) the Participant may deliver to the Company a sufficient number of shares of Common Stock then owned by the Participant to satisfy the Company’s withholding obligations, based on the Fair Market Value of the shares as of the date of withholding;; or (iii) the Participant may deliver sufficient cash to the Company to satisfy its withholding obligations; or. (iv) any combination of the alternatives described in Paragraphs 9(b)(i) through 9(b)(iii) above. (c) Authorization The Participant’s authorization of the Participant to the Company to withhold taxes pursuant to one or more of the alternatives described in Paragraph 9(b) above must be in a form and content acceptable to the Committee. The payment or authorization to withhold taxes by the Participant shall be completed prior to the delivery of any shares of Common Stock pursuant to this Agreement. An authorization to withhold taxes pursuant to this provision will be irrevocable unless and until the tax liability of the Participant has been fully paid.

Federal and State Taxes. (a) Any amount of Common Stock and/or cash that is payable or transferable to the Participant hereunder may be subject to the payment of or reduced by any amount or amounts which the Company is required to withhold under the then applicable provisions of the laws of the jurisdiction where the Participant is employed, and, if applicable, the Internal Revenue Code of 1986, as amended (the “Code”), or its successors, or any other foreign, federal, state or local tax withholding requirement. When the Company is required to withhold any amount or amounts under the applicable provisions of any foreign, federal, state or local requirement or the Code, the Company shall withhold from the Common Stock to be issued to the Participant a number of shares necessary to satisfy the Company’s 's withholding obligations. The number of shares of Common Stock to be withheld shall be based upon the Fair Market Value of the shares on the date of withholding. (b) Notwithstanding Paragraph 9(a11(a) above, if the Participant elects, and the Committee agrees, the Company’s 's withholding obligations may instead be satisfied as follows: (i) the Participant may direct the Company to withhold cash that is otherwise payable to the Participant; (ii) the Participant may deliver to the Company a sufficient number of shares of Common Stock then owned by the Participant to satisfy the Company’s 's withholding obligations, based on the Fair Market Value of the shares as of the date of withholding; (iii) the Participant may deliver sufficient cash to the Company to satisfy its withholding obligations; or (iv) any combination of the alternatives described in Paragraphs 9(b)(i11(b)(i) through 9(b)(iii11(b)(iii) above. (c) Authorization of the Participant to the Company to withhold taxes pursuant to one or more of the alternatives described in Paragraph 9(b11(b) above must be in a form and content acceptable to the Committee. The payment or authorization to withhold taxes by the Participant shall be completed prior to the delivery of any shares pursuant to this Agreement. An authorization to withhold taxes pursuant to this provision will be irrevocable unless and until the tax liability of the Participant has been fully paid.

Federal and State Taxes. (a) Any amount of Common Stock and/or cash that is payable or transferable to the Participant hereunder may be subject to the payment of or reduced by any amount or amounts which the Company is required to withhold under the then applicable provisions of the laws of the jurisdiction where the Participant is employed, and, if applicable, the Internal Revenue Code of 1986, as amended (the “Code”), or its successors, or any other foreign, federal, state or local tax withholding requirement. When the Company is required to withhold any amount or amounts under the applicable provisions of any foreign, federal, state or local requirement or the Code, the Company shall withhold from the Common Stock to be issued to the Participant a number of shares necessary to satisfy the Company’s withholding obligations. The number of shares of Common Stock to be withheld shall be based upon the Fair Market Value of the shares on the date of withholding. (b) Notwithstanding Paragraph 9(a10(a) above, if the Participant elects, and the Committee agrees, the Company’s withholding obligations may instead be satisfied as follows: (i) the Participant may direct the Company to withhold cash that is otherwise payable to the Participant; (ii) the Participant may deliver to the Company a sufficient number of shares of Common Stock then owned by the Participant to satisfy the Company’s withholding obligations, based on the Fair Market Value of the shares as of the date of withholding; (iii) the Participant may deliver sufficient cash to the Company to satisfy its withholding obligations; or (iv) any combination of the alternatives described in Paragraphs 9(b)(i10(b)(i) through 9(b)(iii10(b)(iii) above. (c) Authorization of the Participant to the Company to withhold taxes pursuant to one or more of the alternatives described in Paragraph 9(b10(b) above must be in a form and content acceptable to the Committee. The payment or authorization to withhold taxes by the Participant shall be completed prior to the delivery of any shares pursuant to this Agreement. An authorization to withhold taxes pursuant to this provision will be irrevocable unless and until the tax liability of the Participant has been fully paid.

Federal and State Taxes. (a) Any amount of Common Stock that is payable or transferable to the Participant hereunder may be subject to the payment of or reduced by any amount or amounts which the Company is required to withhold under the then applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), or its successors, or any other federal, state or local tax withholding requirement. When the Company is required to withhold any amount or amounts under the applicable provisions of the Code, the Company shall withhold from the Common Stock to be issued to the Participant a number of shares necessary to satisfy the Company’s withholding obligations. The number of shares of Common Stock to be withheld shall be based upon the Fair Market Value of the shares on the date of withholding. (b) Notwithstanding Paragraph 9(a10(a) above, if the Participant elects, and the Committee agrees, the Company’s withholding obligations may instead be satisfied as follows: (i) the Participant may direct the Company to withhold cash that is otherwise payable to the Participant; (ii) the Participant may deliver to the Company a sufficient number of shares of Common Stock then owned by the Participant to satisfy the Company’s withholding obligations, based on the Fair Market Value of the shares as of the date of withholding;; or (iii) the Participant may deliver sufficient cash to the Company to satisfy its withholding obligations; or. (iv) any combination of the alternatives described in Paragraphs 9(b)(i10(b)(i) through 9(b)(iii10(b)(iii) above. (c) Authorization of the Participant to the Company to withhold taxes pursuant to one or more of the alternatives described in Paragraph 9(b10(b) above must be in a form and content acceptable to the Committee. The payment or authorization to withhold taxes by the Participant shall be completed prior to the delivery of any shares pursuant to this Agreement. An authorization to withhold taxes pursuant to this provision will be irrevocable unless and until the tax liability of the Participant has been fully paid.

Federal and State Taxes. (a) Any amount of Common Stock and/or cash that is payable or transferable to the Participant hereunder may be subject to the payment of or reduced by any amount or amounts which the Company is required to withhold under the then applicable provisions of the laws of the jurisdiction where the Participant is employed, and, if applicable, the Internal Revenue Code of 1986, as amended (the “Code”), or its successors, or any other foreign, federal, state or local tax withholding requirement. When the Company is required to withhold any amount or amounts under the applicable provisions of any foreign, federal, state or local requirement or the Code, the Company shall withhold from the Common Stock to be issued to the Participant a number of shares necessary to satisfy the Company’s withholding obligations. The number of shares of Common Stock to be withheld shall be based upon the Fair Market Value of the shares on the date of withholding. (b) Notwithstanding Paragraph 9(a10(a) above, if the Participant elects, and the Committee agrees, the Company’s withholding obligations may instead be satisfied as follows: (i) the Participant may direct the Company to withhold cash that is otherwise payable to the Participant; (ii) the Participant may deliver to the Company a sufficient number of shares of Common Stock then owned by the Participant for a period of at least six (6) months to satisfy the Company’s withholding obligations, based on the Fair Market Value of the shares as of the date of withholding; (iii) the Participant may deliver sufficient cash to the Company to satisfy its withholding obligations; or (iv) any combination of the alternatives described in Paragraphs 9(b)(i10(b)(i) through 9(b)(iii10(b)(iii) above. (c) Authorization of the Participant to the Company to withhold taxes pursuant to one or more of the alternatives described in Paragraph 9(b10(b) above must be in a form and content acceptable to the Committee. The payment or authorization to withhold taxes by the Participant shall be completed prior to the delivery of any shares pursuant to this Agreement. An authorization to withhold taxes pursuant to this provision will be irrevocable unless and until the tax liability of the Participant has been fully paid.

Federal and State Taxes. (a) Any amount of Common Stock that is payable The Employee may incur certain liabilities for Federal, state or transferable to local taxes and the Participant hereunder Company may be subject to the payment of or reduced required by any amount or amounts which the Company is required law to withhold under such taxes for payment to taxing authorities. If the then applicable provisions Employee makes the election permitted by section 83(b) of the Internal Revenue Code Code, the taxes shall be due and payable for the year in which this Agreement is executed. If the Employee does not make such election, the taxes shall be payable for the year in which the restrictions lapse pursuant to Section 4. Upon determination of 1986the year in which such taxes are due and the determination by the Company of the amount of taxes required to be withheld, as amended (if any, the “Code”)Employee shall either pay to the Company, in cash or by certified or cashier’s check, an amount equal to the taxes required to be paid on such transaction, or its successors, or any other the Employee shall authorize the Company to withhold from monies owing by the Company to the Employee an amount equal to the amount of federal, state or local tax withholding requirement. When the Company is taxes required to withhold any amount or amounts under the applicable provisions of the Code, the Company shall withhold from the Common Stock to be issued to the Participant a number of shares necessary to satisfy the Company’s withholding obligationswithheld. The number of shares of Common Stock to be withheld shall be based upon the Fair Market Value of the shares on the date of withholding. (b) Notwithstanding Paragraph 9(a) above, if the Participant elects, and the Committee agrees, the Company’s withholding obligations may instead be satisfied as follows: (i) the Participant may direct the Company to withhold cash that is otherwise payable to the Participant; (ii) the Participant may deliver to the Company a sufficient number of shares of Common Stock then owned by the Participant to satisfy the Company’s withholding obligations, based on the Fair Market Value of the shares as of the date of withholding; (iii) the Participant may deliver sufficient cash to the Company to satisfy its withholding obligations; or (iv) any combination of the alternatives described in Paragraphs 9(b)(i) through 9(b)(iii) above. (c) Authorization of the Participant Employee to the Company to withhold taxes pursuant to one or more of the alternatives described in Paragraph 9(b) above must this Section 10 shall be in a form and content acceptable to the Committee. The payment or authorization to withhold taxes by the Participant shall be completed prior to the delivery of any shares pursuant to this Agreement. An authorization to withhold taxes pursuant to this provision will shall be irrevocable unless and until the tax liability of the Participant Employee has been fully paid. In the event that the Employee fails to make arrangements that are acceptable to the Committee for providing to the Company, at the time or times required, the amounts of federal, state and local taxes required to be withheld with respect to the Restricted Units granted to the Employee under this Agreement, the Company shall have the right to purchase at current market price as determined by the Committee and/or to sell to one or more third parties in either market or private transactions sufficient Vested Units to provide the funds needed for the Company to make the required tax payment or payments.

Federal and State Taxes. (a) Any amount of Common Stock that is payable or transferable to the Participant hereunder may be subject to the payment of or reduced by any amount or amounts which the Company is required to withhold under the then applicable provisions of the laws of the jurisdiction where the Participant is employed, and, if applicable, the Internal Revenue Code of 1986, as amended (the “Code”), or its successors, or any other foreign, federal, state or local tax withholding requirement. When the Company is required to withhold any amount or amounts under the applicable provisions of any foreign, federal, state or local requirement or the Code, the Company shall withhold from the Common Stock to be issued to the Participant a number of shares necessary to satisfy the Company’s 's withholding obligations. The number of shares of Common Stock to be withheld shall be based upon the Fair Market Value of the shares on the date of withholding. (b) Notwithstanding Paragraph 9(a10(a) above, if the Participant elects, and the Committee agrees, the Company’s 's withholding obligations may instead be satisfied as follows: (i) the Participant may direct the Company to withhold cash that is otherwise payable to the Participant; (ii) the Participant may deliver to the Company a sufficient number of shares of Common Stock then owned by the Participant to satisfy the Company’s 's withholding obligations, based on the Fair Market Value of the shares as of the date of withholding; (iii) the Participant may deliver sufficient cash to the Company to satisfy its withholding obligations; or (iv) any combination of the alternatives described in Paragraphs 9(b)(i10(b)(i) through 9(b)(iii10(b)(iii) above. (c) Authorization of the Participant to the Company to withhold taxes pursuant to one or more of the alternatives described in Paragraph 9(b10(b) above must be in a form and content acceptable to the Committee. The payment or authorization to withhold taxes by the Participant shall be completed prior to the delivery of any shares pursuant to this Agreement. An authorization to withhold taxes pursuant to this provision will be irrevocable unless and until the tax liability of the Participant has been fully paid.

Federal and State Taxes. (a) Any amount of Common Stock and/or cash that is payable or transferable to the Participant hereunder may be subject to the payment of or reduced by any amount or amounts which the Company is required to withhold under the then applicable provisions of the laws of the jurisdiction where the Participant is employed, and, if applicable, the Internal Revenue Code of 1986, as amended (the “Code”), or its successors, or any other foreign, federal, state or local tax withholding requirement. When the Company is required to withhold any amount or amounts under the applicable provisions of any foreign, federal, state or local requirement or the Code, the Company shall withhold from the Common Stock to be issued to the Participant a number of shares necessary to satisfy the Company’s 's withholding obligations. The number of shares of Common Stock to be withheld shall be based upon the Fair Market Value of the shares on the date of withholding. (b) Notwithstanding Paragraph 9(a10(a) above, if the Participant elects, and the Committee agrees, the Company’s 's withholding obligations may instead be satisfied as follows: (i) the Participant may direct the Company to withhold cash that is otherwise payable to the Participant; (ii) the Participant may deliver to the Company a sufficient number of shares of Common Stock then owned by the Participant to satisfy the Company’s 's withholding obligations, based on the Fair Market Value of the shares as of the date of withholding; (iii) the Participant may deliver sufficient cash to the Company to satisfy its withholding obligations; or (iv) any combination of the alternatives described in Paragraphs 9(b)(i10(b)(i) through 9(b)(iii10(b)(iii) above. (c) Authorization of the Participant to the Company to withhold taxes pursuant to one or more of the alternatives described in Paragraph 9(b10(b) above must be in a form and content acceptable to the Committee. The payment or authorization to withhold taxes by the Participant shall be completed prior to the delivery of any shares pursuant to this Agreement. An authorization to withhold taxes pursuant to this provision will be irrevocable unless and until the tax liability of the Participant has been fully paid.