Common use of Income and Employment Tax Withholding Clause in Contracts

Income and Employment Tax Withholding. All applicable federal, state and local income and employment taxes (and all interest and penalties thereon) that arise or are imposed by virtue of the Award of Performance Shares and the Restricted Stock (including, but not limited to, the Performance Shares having become earned, the conversion of the Performance Shares into Restricted Stock and the shares of Restricted Stock having become vested) shall be the responsibility of and paid by the Executive. The Company shall have the right to require payment to it from the Executive of the taxes and other charges required by law to be withheld as a result of the Performance Shares having been earned and the shares of Restricted Stock having become vested. The Company also is hereby entitled, and the Executive hereby authorizes the Company, to withhold such number of shares of Restricted Stock that the Compensation Committee may determine is appropriate to satisfy any withholding tax liability of the Company. The value of the shares of Restricted Stock that may be withheld shall be based upon the closing price of the Company’s common stock, as quoted by the principal securities exchange or market on which the Company’s common stock is then traded, on the date the Compensation Committee determines that any withholding tax liability of the Company shall have arisen. If the Company’s common stock is not listed, traded or quoted on any securities exchange or on any quotation system or other established trading market on such date, then the value of the shares shall be the fair market value of such shares as determined by the Compensation Committee. The Company understands and agrees that the Executive is entitled to make an election under Section 83(b) of the Internal Revenue Code with respect to the Restricted Stock.

Income and Employment Tax Withholding. All applicable federal, state and local income and employment taxes (and all interest and penalties thereon) that arise or are imposed by virtue of the Award of Performance Shares and the Restricted Stock and/or the cash in lieu of any shares of Restricted Stock (including, but not limited to, the Performance Shares having become earned, the conversion of the Performance Shares into Restricted Stock and/or cash and the shares of Restricted Stock and/or the cash payment having become vested) shall be the responsibility of and paid by the Executive. The Company shall have the right to require payment to it from the Executive of the taxes and other charges required by law to be withheld as a result of the Performance Shares having been earned and and, if issued, the shares of Restricted Stock and/or the cash payment having become vested. The Company also is hereby entitled, and the Executive hereby authorizes the Company, to withhold such number of shares of Restricted Stock and/or such amount of the cash payment that the Compensation Committee may determine is appropriate to satisfy any withholding tax liability of the Company. The value of the shares of Restricted Stock Stock, if issued, that may be withheld shall be based upon the closing price of the Company’s common stock, as quoted by the principal securities exchange or market on which the Company’s common stock is then traded, on the date the Compensation Committee determines that any withholding tax liability of the Company shall have arisen. If the Company’s common stock is not listed, traded or quoted on any securities exchange or on any quotation system or other established trading market on such date, then the value of the shares withheld shall be the fair market value of such shares as determined by the Compensation Committee. The Company understands and agrees that the Executive is entitled to make an election under Section 83(b) of the Internal Revenue Code with respect to the Restricted Stock.

Income and Employment Tax Withholding. All applicable required federal, state and local income and employment taxes (and all interest and penalties thereon) that arise or are imposed by virtue of the Award of Performance Shares and the Restricted Stock (including, but not limited to, the Performance Shares having become earned, the conversion of the Performance Shares into Restricted Stock and the shares of Restricted Stock having become vested) been earned and subsequently vested shall be the responsibility of and paid by the Executive. The Company shall have the right to require payment to it from the Executive of the taxes and other charges required by law to be withheld as a result of the Performance Shares Award of Restricted Stock having been earned and the shares of Restricted Stock having become subsequently vested. The Company also is hereby entitled, and the Executive hereby authorizes the Company, to withhold such number of shares of Restricted Stock that the Compensation Committee may determine is appropriate to satisfy any withholding tax liability of the Company. The value of the shares that may be withheld shall equal the Company’s aggregate withholding tax obligations in connection with the shares of Restricted Stock that may be withheld have been earned and subsequently vested (or, if made, the Executive’s election under Section 83(b) of the Internal Revenue Code) and shall be based upon the closing price of the Company’s common stock, as quoted by the principal securities exchange or market on which the Company’s common stock is then traded, on the date that the Compensation Committee determines that any withholding tax liability shares have vested as specified in Exhibit A (or, if the Executive makes an election under Section 83(b) of the Company shall have arisenInternal Revenue Code, on the Award Date for the Award of Restricted Stock). If the Company’s common stock is not listed, traded or quoted on any securities exchange or on any quotation system or other established trading market on such datethe date that the shares of Restricted Stock have vested, then the value of the shares that may be withheld shall be the fair market value of such shares as determined by the Compensation CommitteeCompany. The Company understands and agrees that the Executive is entitled to make an election under Section 83(b) of the Internal Revenue Code with respect to the Restricted StockCode.

Income and Employment Tax Withholding. All applicable federal, state and local income and employment taxes (and all interest and penalties thereon) that arise or are imposed by virtue of the Award of Performance Shares and the Restricted Stock (including, but not limited to, the Performance Shares having become earned, the conversion of the Performance Shares into Restricted Stock been earned and the shares of Restricted Stock having become vested) vested shall be the responsibility of and paid by the ExecutiveEmployee. The Company shall have the right to require payment to it from the Executive of the taxes and other charges required by law to be withheld as a result of the Performance Shares having been earned and the shares of Restricted Stock having become vested. The Company also is hereby entitled, and the Executive Employee hereby authorizes the Company, to withhold such number of shares of Restricted Stock that the Compensation Committee may determine is appropriate have vested to satisfy any withholding tax liability of the Company. The For purposes of calculating applicable taxes, the value of the shares of Restricted Stock that may be withheld shall be based upon the closing price of the Company’s common stock, as quoted by the principal securities exchange or market on which the Company’s common stock is then traded, on the date that the Compensation Committee determines that any withholding tax liability shares become vested (or, if the Employee makes an election under Section 83(b) of the Company shall have arisenInternal Revenue Code, on the date that shares of Restricted Stock are issued). If the Company’s common stock is not listed, traded or quoted on any securities exchange or on any quotation system or other established trading market on such datethe date that shares of Restricted Stock become vested, then the value of the shares shall be the fair market value of such shares as determined by either the Board of Directors or the Compensation CommitteeCommittee of the Company. The Company understands and agrees that the Executive Employee is entitled to make an election under Section 83(b) of the Internal Revenue Code with respect to the Restricted Stock.