Common use of Satisfaction of Company’s Withholding Obligations Clause in Contracts

Satisfaction of Company’s Withholding Obligations. At the time any portion of an Award of RSUs, Dividend Equivalent, Retained Dividend Equivalents or Retained Distribution relating thereto, becomes taxable to the Participant, he or she will be required to pay to the Company or the Participant’s employer, as applicable, any Tax-Related Items due as a result of such taxable event. The Company or the Participant’s employer shall have the right to withhold from any payment in respect of RSUs, transfer of Shares acquired at vesting, or payment made to the Participant or to any person hereunder, whether such payment is to be made in cash or in Shares, all Tax-Related Items as shall be required, in the determination of the Company, pursuant to any statute or governmental regulation or ruling. The Participant acknowledges and agrees that the Company or the Participant’s employer, in their sole discretion, may satisfy such withholding obligation by any one or a combination of the following methods: (i) by requiring the Participant to deliver a properly executed notice together with irrevocable instructions to a broker approved by the Company to sell a sufficient number of Shares to generate net proceeds (after commission and fees) equal to the amount required to be withheld and promptly deliver such amount to the Company; (ii) by requiring or allowing the Participant to pay the amount required to be withheld in cash or by check; (iii) by deducting the amount required to be withheld from the Participant’s current compensation or other amounts payable to the Participant; (iv) by allowing the Participant to surrender other Shares that (A) in the case of Shares initially acquired from the Company (upon exercise of a stock option or otherwise), have been owned by the Participant for such period (if any) as may be required to avoid a charge to the Company’s earnings, and (B) have a fair market value on the date of surrender equal to the amount required to be withheld; (v) by withholding a number of Shares to be issued upon delivery of Shares that have a fair market value equal to the minimum statutory amount required to be withheld; (vi) by selling any Shares to the extent required to pay the amount required to be withheld; or (vii) by such other means or method as the Committee in its sole discretion and without notice to the Participant deems appropriate. The Company may satisfy its obligation to withhold the Tax-Related Items on Dividend Equivalents, Retained Dividend Equivalents and Retained Distributions payable in cash by withholding a sufficient amount from the payment or by such other means as the Committee in its sole discretion and without notice to the Participant deems appropriate, including withholding from salary or other amounts payable to the Participant, Shares or cash having a value sufficient to satisfy the withholding obligation for Tax-Related Items. The Company will not issue any Shares to the Participant until the Participant satisfies the withholding obligation for Tax-Related Items. If the withholding obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant shall be deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Participant’s participation in the Plan.

Satisfaction of Company’s Withholding Obligations. At the time any portion of an Award of RSUsPSUs, Dividend Equivalent, Retained Dividend Equivalents Equivalent or Retained Distribution relating thereto, becomes taxable to the Participant, he or she will be required to pay to the Company or the Participant’s employer, as applicable, any Tax-Related Items due as a result of such taxable event. The Company or the Participant’s employer shall have the right to withhold from any payment in respect of RSUsPSUs, transfer of Shares acquired at vesting, or payment made to the Participant or to any person hereunder, whether such payment is to be made in cash or in Shares, all Tax-Related Items as shall be required, in the determination of the Company, pursuant to any statute or governmental regulation or ruling. The Participant acknowledges and agrees that the Company or the Participant’s employer, in their sole discretion, may satisfy such withholding obligation by any one or a combination of the following methods: (i) by requiring the Participant to deliver a properly executed notice together with irrevocable instructions to a broker approved by the Company to sell a sufficient number of Shares to generate net proceeds (after commission and fees) equal to the amount required to be withheld and promptly deliver such amount to the Company; (ii) by requiring or allowing the Participant to pay the amount required to be withheld in cash or by check; (iii) by deducting the amount required to be withheld from the Participant’s current compensation or other amounts payable to the Participant; (iv) by allowing the Participant to surrender other Shares that (A) in the case of Shares initially acquired from the Company (upon exercise of a stock option or otherwise), have been owned by the Participant for such period (if any) as may be required to avoid a charge to the Company’s earnings, and (B) have a fair market value on the date of surrender equal to the amount required to be withheld; (v) by withholding a number of Shares to be issued upon delivery of Shares that have a fair market value equal to the minimum statutory amount required to be withheld; (vi) by selling any Shares to the extent required to pay the amount required to be withheld; or (vii) by such other means or method as the Committee in its sole discretion and without notice to the Participant deems appropriate. The Company may satisfy its obligation to withhold the Tax-Related Items on Dividend Equivalents, Retained Dividend Equivalents and Retained Distributions payable in cash by withholding a sufficient amount from the payment or by such other means as the Committee in its sole discretion and without notice to the Participant deems appropriate, including withholding from salary or other amounts payable to the Participant, Shares or cash having a value sufficient to satisfy the withholding obligation for Tax-Related Items. The Company will not issue any Shares to the Participant until the Participant satisfies the withholding obligation for Tax-Related Items. If the withholding obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant shall be deemed to have been issued the full number of Shares subject to the vested RSUsPSUs, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Participant’s participation in the Plan.

Satisfaction of Company’s Withholding Obligations. At the time (i) No later than any portion of an Award of RSUs, Dividend Equivalent, Retained Dividend Equivalents relevant taxable or Retained Distribution relating thereto, becomes taxable to the Participant, he or she will be required to pay to the Company or the Participant’s employertax withholding event, as applicable, any the Grantee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items due as a result of such taxable or tax withholding event. The In this regard, Grantee authorizes the Company or and/or the Participant’s employer shall have the right to withhold from any payment in respect of RSUs, transfer of Shares acquired at vestingEmployer, or payment made their respective agents, at their discretion, to satisfy the Participant or obligations with regard to any person hereunder, whether such payment is to be made in cash or in Shares, all Tax-Related Items as shall be requiredby withholding from any payment due or transfer made under the Option or under the Plan or from any proceeds of the sale of Shares in a cashless exercise or any compensation or other amount owing to a Grantee, by the Company or the Employer, the amount (in cash, Shares, other securities, other Options or other property) of any applicable Tax-Related Items in respect of the Option, its exercise, or any payment or transfer under the Option or under the Plan. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering minimum applicable rates or other withholding rates including maximum applicable rates, in which case the determination Grantee will receive a refund of any over-withheld amount in cash and will have no entitlement to the CompanyShare equivalent. (ii) The Grantee agrees to pay to the Company or the Employer, pursuant to any statute or governmental regulation or ruling. The Participant acknowledges and agrees amount of Tax-Related Items that the Company or the Participant’s employer, in their sole discretion, may satisfy such withholding obligation by any one or a combination of the following methods: (i) by requiring the Participant to deliver a properly executed notice together with irrevocable instructions to a broker approved by the Company to sell a sufficient number of Shares to generate net proceeds (after commission and fees) equal to the amount required to be withheld and promptly deliver such amount to the Company; (ii) by requiring or allowing the Participant to pay the amount required to be withheld in cash or by check; (iii) by deducting the amount required to be withheld from the Participant’s current compensation or other amounts payable to the Participant; (iv) by allowing the Participant to surrender other Shares that (A) in the case of Shares initially acquired from the Company (upon exercise of a stock option or otherwise), have been owned by the Participant for such period (if any) as Employer may be required to avoid withhold or account for as a charge to result of the CompanyGrantee’s earnings, and (B) have a fair market value on participation in the date of surrender equal to Plan that cannot be satisfied by the amount required to be withheld; (v) by withholding a number of Shares to be issued upon delivery of Shares that have a fair market value equal to the minimum statutory amount required to be withheld; (vi) by selling any Shares to the extent required to pay the amount required to be withheld; or (vii) by such other means or method as the Committee in its sole discretion and without notice to the Participant deems appropriatepreviously described. The Company may satisfy its obligation refuse to withhold issue or deliver the Shares or the proceeds of the sale of Shares, if the Grantee fails to comply with his or her obligations in connection with the Tax-Related Items on Dividend Equivalents, Retained Dividend Equivalents and Retained Distributions payable in cash by withholding a sufficient amount from the payment or by such other means as the Committee in its sole discretion and without notice to the Participant deems appropriate, including withholding from salary or other amounts payable to the Participant, Shares or cash having a value sufficient to satisfy the withholding obligation for Tax-Related Items. The Company will not issue any Shares to the Participant until the Participant satisfies the withholding obligation for Tax-Related Items. If the withholding obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant shall be deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Participant’s participation in the Plan.

Satisfaction of Company’s Withholding Obligations. At the time No later than any portion of an Award of RSUs, Dividend Equivalent, Retained Dividend Equivalents relevant taxable or Retained Distribution relating thereto, becomes taxable to the Participant, he or she will be required to pay to the Company or the Participant’s employertax withholding event, as applicable, any the Grantee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items due as a result of such taxable or tax withholding event. The In this regard, Xxxxxxx authorizes the Company or and/or the Participant’s employer shall have the right to withhold from any payment in respect of RSUs, transfer of Shares acquired at vestingEmployer, or payment made their respective agents, at their discretion, to satisfy the Participant or obligations with regard to any person hereunder, whether such payment is to be made in cash or in Shares, all Tax-Related Items as shall be required, in the determination of the Company, pursuant to any statute or governmental regulation or ruling. The Participant acknowledges and agrees that the Company or the Participant’s employer, in their sole discretion, may satisfy such withholding obligation by any one or a combination of the following methodsfollowing: (i) by requiring the Participant Grantee to deliver a properly executed notice together with irrevocable instructions to a broker approved by the Company to sell a sufficient number of Shares to generate net proceeds (after commission and fees) equal to the amount required to be withheld Tax-Related Items and promptly deliver such amount to the Company; (ii) by requiring or allowing the Participant Grantee to pay the amount required to be withheld Tax-Related Items in cash or by check; (iii) by deducting the amount required to be withheld Tax-Related Items from the ParticipantGrantee’s current compensation wages or other amounts payable cash compensation paid to the ParticipantGrantee by the Company and/or the Employer; (iv) for U.S. Grantees, by allowing the Participant Grantee to surrender other Shares that (A) in the case of Shares initially acquired from the Company (upon exercise of a stock option or otherwise), have been owned by the Participant Grantee for such period (if any) as may be required to avoid a charge to the Company’s earnings, and (B) have a fair market value Fair Market Value on the date of surrender equal to the amount required to be withheldTax-Related Items; (v) by withholding a number of Shares to be issued upon delivery of Shares that have a fair market value Fair Market Value equal to the minimum statutory amount required to be withheldTax-Related Items; (vi) by selling any Shares (on the Grantee’s behalf pursuant to this authorization) to the extent required to pay the amount required to be withheldTax-Related Items; or (vii) by such other means or method as the Committee in its sole discretion and without notice to the Participant Grantee deems appropriate. The ; provided, however, that if the Grantee is a Section 16 officer of the Company, within the meaning of the Exchange Act, then the Company may satisfy its obligation to will withhold in Shares upon the Tax-Related Items on Dividend Equivalentsrelevant taxable or tax withholding event, Retained Dividend Equivalents and Retained Distributions payable as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in cash by withholding a sufficient amount from which case the payment or by such other means as the Committee in its sole discretion and without notice to the Participant deems appropriate, including withholding from salary or other amounts payable to the Participant, Shares or cash having a value sufficient to satisfy the withholding obligation for Tax-Related ItemsItems may be satisfied by one or a combination of the other methods above. The Company will not issue any Shares to the Participant until the Participant satisfies Depending on the withholding obligation method, the Company shall withhold or account for Tax-Related ItemsItems by considering (x) applicable minimum statutory withholding rates or other withholding rates if withholding is in Shares or (y) if withholding is not in Shares but by another means, other applicable withholding rates, including maximum applicable rates, in which case the Grantee will receive a refund of any over-withheld amount in cash and will have no entitlement to the Share equivalent. If the withholding obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant shall be Grantee is deemed to have been issued the full number of Shares subject to the vested RSUsPSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of Items. The Company will not issue any aspect of Shares unless and until the Participant’s participation in the PlanGrantee satisfies its obligations for Tax-Related Items.

Satisfaction of Company’s Withholding Obligations. At the time No later than any portion of an Award of RSUs, Dividend Equivalent, Retained Dividend Equivalents relevant taxable or Retained Distribution relating thereto, becomes taxable to the Participant, he or she will be required to pay to the Company or the Participant’s employertax withholding event, as applicable, any the Grantee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items due as a result of such taxable or tax withholding event. The In this regard, Grantee authorizes the Company or and/or the Participant’s employer shall have the right to withhold from any payment in respect of RSUs, transfer of Shares acquired at vestingEmployer, or payment made their respective agents, at their discretion, to satisfy the Participant or obligations with regard to any person hereunder, whether such payment is to be made in cash or in Shares, all Tax-Related Items as shall be required, in the determination of the Company, pursuant to any statute or governmental regulation or ruling. The Participant acknowledges and agrees that the Company or the Participant’s employer, in their sole discretion, may satisfy such withholding obligation by any one or a combination of the following methodsfollowing: (i) by requiring the Participant Grantee to deliver a properly executed notice together with irrevocable instructions to a broker approved by the Company to sell a sufficient number of Shares to generate net proceeds (after commission and fees) equal to the amount required to be withheld Tax-Related Items and promptly deliver such amount to the Company; (ii) by requiring or allowing the Participant Grantee to pay the amount required to be withheld Tax-Related Items in cash or by check; (iii) by deducting the amount required to be withheld Tax-Related Items from the ParticipantGrantee’s current compensation wages or other amounts payable cash compensation paid to the ParticipantGrantee by the Company and/or the Employer; (iv) for U.S. Grantees, by allowing the Participant Grantee to surrender other Shares that (A) in the case of Shares initially acquired from the Company (upon exercise of a stock option or otherwise), have been owned by the Participant Grantee for such period (if any) as may be required to avoid a charge to the Company’s earnings, and (B) have a fair market value Fair Market Value on the date of surrender equal to the amount required to be withheldTax-Related Items; (v) by withholding a number of Shares to be issued upon delivery of Shares that have a fair market value Fair Market Value equal to the minimum statutory amount required to be withheldTax-Related Items; (vi) by selling any Shares (on the Grantee’s behalf pursuant to this authorization) to the extent required to pay the amount required to be withheldTax-Related Items; or (vii) by such other means or method as the Committee in its sole discretion and without notice to the Participant Grantee deems appropriate; provided, however, that if the Grantee is a Section 16 officer of the Company, within the meaning of the Exchange Act, then the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case the obligation for Tax-Related Items may be satisfied by one or a combination of the other methods above. Depending on the withholding method, the Company shall withhold or account for Tax-Related Items by considering (x) applicable minimum statutory withholding rates or other withholding rates if withholding is in Shares or (y) if withholding is not in Shares but by another means, other applicable withholding rates, including maximum applicable rates, in which case the Grantee will receive a refund of any over-withheld amount in cash and will have no entitlement to the Share equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Grantee is deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. The Company may satisfy its obligation to withhold the Tax-Related Items on Dividend Equivalents, Retained Dividend Equivalents and Retained Distributions (in each case, to the extent payable in cash pursuant to Section 3) by withholding a sufficient amount from the payment or by such other means as the Committee in its sole discretion and without notice to the Participant Grantee deems appropriate, including withholding from salary or other amounts payable to the ParticipantGrantee, Shares or cash having a value sufficient to satisfy the withholding obligation for Tax-Related Items. The Company will not issue any Shares Shares, or pay any Dividend Equivalents or Retained Distributions to the Participant Grantee unless and until the Participant Grantee satisfies the withholding obligation its obligations for Tax-Related Items. If the withholding obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant shall be deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Participant’s participation in the Plan.

Satisfaction of Company’s Withholding Obligations. At the time any portion of an Award of RSUs, Dividend Equivalent, Retained Dividend Equivalents Equivalent or Retained Distribution relating thereto, becomes taxable to the ParticipantNon-Employee Director, he or she will be required to pay to the Company or the Participant’s employer, as applicable, any Tax-Related Items due as a result of such taxable event. The Company or the Participant’s employer shall have the right to withhold from any payment in respect of RSUs, transfer of Shares acquired at vesting, or payment made to the Participant Non-Employee Director or to any person hereunder, whether such payment is to be made in cash or in Shares, all Tax-Related Items as shall be required, in the determination of the Company, pursuant to any statute or governmental regulation or ruling. The Participant Non-Employee Director acknowledges and agrees that the Company or the Participant’s employerCompany, in their its sole discretion, may satisfy such withholding obligation by any one or a combination of the following methods: (i) by requiring the Participant Non-Employee Director to deliver a properly executed notice together with irrevocable instructions to a broker approved by the Company to sell a sufficient number of Shares to generate net proceeds (after commission and fees) equal to the amount required to be withheld and promptly deliver such amount to the Company; (ii) by requiring or allowing the Participant Non-Employee Director to pay the amount required to be withheld in cash or by check; (iii) by deducting the amount required to be withheld from the ParticipantNon-Employee Director’s current compensation or other amounts payable to the ParticipantNon-Employee Director; (iv) by allowing the Participant Non-Employee Director to surrender other Shares that (A) in the case of Shares initially acquired from the Company (upon exercise of a stock option or otherwise), have been owned by the Participant Non-Employee Director for such period (if any) as may be required to avoid a charge to the Company’s earnings, and (B) have a fair market value on the date of surrender equal to the amount required to be withheld; (v) by withholding a number of Shares to be issued upon delivery of Shares that have a fair market value equal to the minimum statutory amount required to be withheld; (vi) by selling any Shares to the extent required to pay the amount required to be withheld; or (vii) by such other means or method as the Committee in its sole discretion and without notice to the Participant Non-Employee Director deems appropriate. The Company may satisfy its obligation to withhold the Tax-Related Items on Dividend Equivalents, Retained Dividend Equivalents and Retained Distributions payable in cash by withholding a sufficient amount from the payment or by such other means as the Committee in its sole discretion and without notice to the Participant Non-Employee Director deems appropriate, including withholding from salary compensation or other amounts payable to the ParticipantNon-Employee Director, Shares or cash having a value sufficient to satisfy the withholding obligation for Tax-Related Items. The Company will not issue any Shares to the Participant Non-Employee Director until the Participant Non-Employee Director satisfies the any withholding obligation for Tax-Related Items. If the withholding obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant Non-Employee Director shall be deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the ParticipantNon-Employee Director’s participation in the Plan.

Satisfaction of Company’s Withholding Obligations. At the time any portion of an Award of RSUs, Dividend Equivalent, Retained Dividend Equivalents Equivalent or Retained Distribution relating thereto, becomes taxable to the Participant, he or she will be required to pay to the Company or the Participant’s employer, as applicable, any Tax-Related Items due as a result of such taxable event. The Company or the Participant’s employer shall have the right to withhold from any payment in respect of RSUs, transfer of Shares acquired at vesting, or payment made to the Participant or to any person hereunder, whether such payment is to be made in cash or in Shares, all Tax-Related Items as shall be required, in the determination of the Company, pursuant to any statute or governmental regulation or ruling. The Participant acknowledges and agrees that the Company or the Participant’s employer, in their sole discretion, may satisfy such withholding obligation by any one or a combination of the following methods: (i) by requiring the Participant to deliver a properly executed notice together with irrevocable instructions to a broker approved by the Company to sell a sufficient number of Shares to generate net proceeds (after commission and fees) equal to the amount required to be withheld and promptly deliver such amount to the Company; (ii) by requiring or allowing the Participant to pay the amount required to be withheld in cash or by check; (iii) by deducting the amount required to be withheld from the Participant’s current compensation or other amounts payable to the Participant; (iv) by allowing the Participant to surrender other Shares that (A) in the case of Shares initially acquired from the Company (upon exercise of a stock option or otherwise), have been owned by the Participant for such period (if any) as may be required to avoid a charge to the Company’s earnings, and (B) have a fair market value on the date of surrender equal to the amount required to be withheld; (v) by withholding a number of Shares to be issued upon delivery of Shares that have a fair market value equal to the minimum statutory amount required to be withheld; (vi) by selling any Shares to the extent required to pay the amount required to be withheld; or (vii) by such other means or method as the Committee in its sole discretion and without notice to the Participant deems appropriate. The Company may satisfy its obligation to withhold the Tax-Related Items on Dividend Equivalents, Retained Dividend Equivalents and Retained Distributions payable in cash by withholding a sufficient amount from the payment or by such other means as the Committee in its sole discretion and without notice to the Participant deems appropriate, including withholding from salary or other amounts payable to the Participant, Shares or cash having a value sufficient to satisfy the withholding obligation for Tax-Related Items. The Company will not issue any Shares to the Participant until the Participant satisfies the withholding obligation for Tax-Related Items. If the withholding obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant shall be deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Participant’s participation in the Plan.

Satisfaction of Company’s Withholding Obligations. At the time any portion of an Award of RSUs, Dividend Equivalent, Retained Dividend Equivalents Equivalent or Retained Distribution relating thereto, becomes taxable to the Participant, he or she will be required to pay to the Company or the Participant’s employer, as applicable, any Tax-Related Items due as a result of such taxable event. The Company or the Participant’s employer shall have the right to withhold from any payment in respect of RSUs, transfer of Shares acquired at vesting, or payment made to the Participant or to any person hereunder, whether such payment is to be made in cash or in Shares, all Tax-Related Items as shall be required, in the determination of the Company, pursuant to any statute or governmental regulation or ruling. The Participant acknowledges and agrees that the Company or the Participant’s employer, in their sole discretion, may satisfy such withholding obligation by any one or a combination of the following methods: (i) by requiring the Participant to deliver a properly executed notice together with irrevocable instructions to a broker approved by the Company to sell a sufficient number of Shares to generate net proceeds (after commission and fees) equal to the amount required to be withheld and promptly deliver such amount to the Company; (ii) by requiring or allowing the Participant to pay the amount required to be withheld in cash or by check; (iii) by deducting the amount required to be withheld from the Participant’s current compensation or other amounts payable to the Participant; (iv) by allowing the Participant to surrender other Shares that (A) in the case of Shares initially acquired from the Company (upon exercise of a stock option or otherwise), have been owned by the Participant for such period (if any) as may be required to avoid a charge to the Company’s earnings, and (B) have a fair market value on the date of surrender equal to the amount required to be withheld; (v) by withholding a number of Shares to be issued upon delivery of Shares that have a fair market value equal to the minimum statutory amount required to be withheld; (vi) by selling any Shares to the extent required to pay the amount required to be withheld; or (vii) by such other means or method as the Committee in its sole discretion and without notice to the Participant deems appropriate. The Company may satisfy its obligation to withhold the Tax-Related Items on Dividend Equivalents, Retained Dividend Equivalents and Retained Distributions payable in cash by withholding a sufficient amount from the payment or by such other means as the Committee in its sole discretion and without notice to the Participant deems appropriate, including withholding from salary or other amounts payable to the Participant, Shares or cash having a value sufficient to satisfy the withholding obligation for Tax-Related Items. The Company will not issue any Shares to the Participant until the Participant satisfies the withholding obligation for Tax-Related Items. If the withholding obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant shall be deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Participant’s participation in the Plan.

Satisfaction of Company’s Withholding Obligations. At the time No later than any portion of an Award of RSUs, Dividend Equivalent, Retained Dividend Equivalents relevant taxable or Retained Distribution relating thereto, becomes taxable to the Participant, he or she will be required to pay to the Company or the Participant’s employertax withholding event, as applicable, any the Grantee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items due as a result of such taxable or tax withholding event. The In this regard, Grantee authorizes the Company or and/or the Participant’s employer shall have the right to withhold from any payment in respect of RSUs, transfer of Shares acquired at vestingEmployer, or payment made their respective agents, at their discretion, to satisfy the Participant or obligations with regard to any person hereunder, whether such payment is to be made in cash or in Shares, all Tax-Related Items as shall be required, in the determination of the Company, pursuant to any statute or governmental regulation or ruling. The Participant acknowledges and agrees that the Company or the Participant’s employer, in their sole discretion, may satisfy such withholding obligation by any one or a combination of the following methodsfollowing: (i) by requiring or allowing the Participant Grantee to deliver a properly executed notice together with irrevocable instructions to a broker approved by the Company to sell a sufficient number of Shares to generate net proceeds (after commission and fees) equal to the amount required to be withheld Tax-Related Items and promptly deliver such amount to the Company; (ii) by requiring or allowing the Participant Grantee to pay the amount required to be withheld Tax-Related Items in cash or by check; (iii) by deducting the amount required to be withheld Tax-Related Items from the ParticipantGrantee’s current compensation wages or other amounts payable cash compensation paid to the ParticipantGrantee by the Company and/or the Employer; (iv) for U.S. Grantees, by allowing the Participant Grantee to surrender other Shares that (A) in the case of Shares initially acquired from the Company (upon exercise of a stock option or otherwise), have been owned by the Participant Grantee for such period (if any) as may be required to avoid a charge to the Company’s earnings, and (B) have a fair market value Fair Market Value on the date of surrender equal to the amount required to be withheldTax-Related Items; (v) by withholding a number of Shares to be issued upon delivery of Shares that have a fair market value Fair Market Value equal to the minimum statutory amount required to be withheldTax-Related Items; (vi) by selling any Shares (on the Grantee’s behalf pursuant to this authorization) to the extent required to pay the amount required to be withheldTax-Related Items; or (vii) by such other means or method as the Committee in its sole discretion and without notice to the Participant Grantee deems appropriate; provided, however, that if the Grantee is a Section 16 officer of the Company, within the meaning of the Exchange Act, then the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case the obligation for Tax-Related Items shall be satisfied by one or a combination of the other methods above as directed by the Committee. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering rates up to, but not exceeding, the maximum tax rates in the Grantee’s jurisdiction, in which case the Grantee may receive a refund of any over-withheld amount not remitted to applicable tax authorities on the Grantee’s behalf in cash and will have no entitlement to the Share equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Grantee is deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. The Company may satisfy its obligation to withhold the Tax-Related Items on Dividend Equivalents, Retained Dividend Equivalents and Retained Distributions (in each case, to the extent payable in cash pursuant to Section 3) by withholding a sufficient amount from the payment or by such other means as the Committee in its sole discretion and without notice to the Participant Grantee deems appropriate, including withholding from salary or other amounts payable to the ParticipantGrantee, Shares or cash having a value sufficient to satisfy the withholding obligation for Tax-Related Items. The Company will not issue any Shares Shares, or pay any Dividend Equivalents or Retained Distributions to the Participant Grantee unless and until the Participant Grantee satisfies the withholding obligation its obligations for Tax-Related Items. If the withholding obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant shall be deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Participant’s participation in the Plan.

Satisfaction of Company’s Withholding Obligations. At the time (i) No later than any portion of an Award of RSUs, Dividend Equivalent, Retained Dividend Equivalents relevant taxable or Retained Distribution relating thereto, becomes taxable to the Participant, he or she will be required to pay to the Company or the Participant’s employertax withholding event, as applicable, any the Grantee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items due as a result of such taxable or tax withholding event. The In this regard, Grantee authorizes the Company or and/or the Participant’s employer shall have the right to withhold from any payment in respect of RSUs, transfer of Shares acquired at vestingEmployer, or payment made their respective agents, at their discretion, to satisfy the Participant or obligations with regard to any person hereunder, whether such payment is to be made in cash or in Shares, all Tax-Related Items as shall be requiredby withholding from any payment due or transfer made under the Option or under the Plan or from any proceeds of the sale of Shares in a cashless exercise or any compensation or other amount owing to a Grantee, by the Company or the Employer, the amount (in cash, Shares, other securities, other Options or other property) of any applicable Tax-Related Items in respect of the Option, its exercise, or any payment or transfer under the Option or under the Plan. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering maximum applicable rates, in which case the determination Grantee will receive a refund of any over-withheld amount in cash and will have no entitlement to the CompanyShare equivalent. (ii) The Grantee agrees to pay to the Company or the Employer, pursuant to any statute or governmental regulation or ruling. The Participant acknowledges and agrees amount of Tax-Related Items that the Company or the Participant’s employer, in their sole discretion, may satisfy such withholding obligation by any one or a combination of the following methods: (i) by requiring the Participant to deliver a properly executed notice together with irrevocable instructions to a broker approved by the Company to sell a sufficient number of Shares to generate net proceeds (after commission and fees) equal to the amount required to be withheld and promptly deliver such amount to the Company; (ii) by requiring or allowing the Participant to pay the amount required to be withheld in cash or by check; (iii) by deducting the amount required to be withheld from the Participant’s current compensation or other amounts payable to the Participant; (iv) by allowing the Participant to surrender other Shares that (A) in the case of Shares initially acquired from the Company (upon exercise of a stock option or otherwise), have been owned by the Participant for such period (if any) as Employer may be required to avoid withhold or account for as a charge to result of the CompanyGrantee’s earnings, and (B) have a fair market value on participation in the date of surrender equal to Plan that cannot be satisfied by the amount required to be withheld; (v) by withholding a number of Shares to be issued upon delivery of Shares that have a fair market value equal to the minimum statutory amount required to be withheld; (vi) by selling any Shares to the extent required to pay the amount required to be withheld; or (vii) by such other means or method as the Committee in its sole discretion and without notice to the Participant deems appropriatepreviously described. The Company may satisfy its obligation refuse to withhold issue or deliver the Shares or the proceeds of the sale of Shares, if the Grantee fails to comply with his or her obligations in connection with the Tax-Related Items on Dividend Equivalents, Retained Dividend Equivalents and Retained Distributions payable in cash by withholding a sufficient amount from the payment or by such other means as the Committee in its sole discretion and without notice to the Participant deems appropriate, including withholding from salary or other amounts payable to the Participant, Shares or cash having a value sufficient to satisfy the withholding obligation for Tax-Related Items. The Company will not issue any Shares to the Participant until the Participant satisfies the withholding obligation for Tax-Related Items. If the withholding obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant shall be deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Participant’s participation in the Plan.

Satisfaction of Company’s Withholding Obligations. At the time any portion of an Award of RSUs, Dividend Equivalent, Retained Dividend Equivalents Equivalent or Retained Distribution relating thereto, becomes taxable to the Participant, he or she will be required to pay to the Company or the Participant’s employer, as applicable, any Tax-Related Items due as a result of such taxable event. The Company or the Participant’s employer shall have the right to withhold from any payment in respect of RSUs, transfer of February 2012 Shares acquired at vesting, or payment made to the Participant or to any person hereunder, whether such payment is to be made in cash or in Shares, all Tax-Related Items as shall be required, in the determination of the Company, pursuant to any statute or governmental regulation or ruling. The Participant acknowledges and agrees that the Company or the Participant’s employer, in their sole discretion, may satisfy such withholding obligation by any one or a combination of the following methods: (i) by requiring the Participant to deliver a properly executed notice together with irrevocable instructions to a broker approved by the Company to sell a sufficient number of Shares to generate net proceeds (after commission and fees) equal to the amount required to be withheld and promptly deliver such amount to the Company; (ii) by requiring or allowing the Participant to pay the amount required to be withheld in cash or by check; (iii) by deducting the amount required to be withheld from the Participant’s 's current compensation or other amounts payable to the Participant; (iv) by allowing the Participant to surrender other Shares that (A) in the case of Shares initially acquired from the Company (upon exercise of a stock option or otherwise), have been owned by the Participant for such period (if any) as may be required to avoid a charge to the Company’s 's earnings, and (B) have a fair market value on the date of surrender equal to the amount required to be withheld; (v) by withholding a number of Shares to be issued upon delivery of Shares that have a fair market value equal to the minimum statutory amount required to be withheld; (vi) by selling any Shares to the extent required to pay the amount required to be withheld; or (vii) by such other means or method as the Committee in its sole discretion and without notice to the Participant deems appropriate. The Company may satisfy its obligation to withhold the Tax-Related Items on Dividend Equivalents, Retained Dividend Equivalents and Retained Distributions payable in cash by withholding a sufficient amount from the payment or by such other means as the Committee in its sole discretion and without notice to the Participant deems appropriate, including withholding from salary or other amounts payable to the Participant, Shares or cash having a value sufficient to satisfy the withholding obligation for Tax-Related Items. The Company will not issue any Shares to the Participant until the Participant satisfies the withholding obligation for Tax-Related Items. If the withholding February 2012 obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant shall be deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Participant’s participation in the Plan.

Satisfaction of Company’s Withholding Obligations. At the time any portion of an Award of RSUsPSUs, Dividend Equivalent, Retained Dividend Equivalents Equivalent or Retained Distribution relating thereto, becomes taxable to the Participant, he or she will be required to pay to the Company or the Participant’s employer, as applicable, any Tax-Related Items due as a result of such taxable event. The Company or the Participant’s employer shall have the right to withhold from any payment in respect of RSUsPSUs, transfer of Shares acquired at vesting, or payment made to the Participant or to any person hereunder, whether such payment is to be made in cash or in Shares, all Tax-Tax- Related Items as shall be required, in the determination of the Company, pursuant to any statute or governmental regulation or ruling. The Participant acknowledges and agrees that the Company or the Participant’s employer, in their sole discretion, may satisfy such withholding obligation by any one or a combination of the following methods: (i) by requiring the Participant to deliver a properly executed notice together with irrevocable instructions to a broker approved by the Company to sell a sufficient number of Shares to generate net proceeds (after commission and fees) equal to the amount required to be withheld and promptly deliver such amount to the Company; (ii) by requiring or allowing the Participant to pay the amount required to be withheld in cash or by check; (iii) by deducting the amount required to be withheld from the Participant’s 's current compensation or other amounts payable to the Participant; (iv) by allowing the Participant to surrender other Shares that (A) in the case of Shares initially acquired from the Company (upon exercise of a stock option or otherwise), have been owned by the Participant for such period (if any) as may be required to avoid a charge to the Company’s 's earnings, and (B) have a fair market value on the date of surrender equal to the amount required to be withheld; (v) by withholding a number of Shares to be issued upon delivery of Shares that have a fair market value equal to the minimum statutory amount required to be withheld; (vi) by selling any Shares to the extent required to pay the amount required to be withheld; or (vii) by such other means or method as the Committee in its sole discretion and without notice to the Participant deems appropriate. The Company may satisfy its obligation to withhold the Tax-Related Items on Dividend Equivalents, Retained Dividend Equivalents and Retained Distributions payable in cash by withholding a sufficient amount from the payment or by such other means as the Committee in its sole discretion and without notice to the Participant deems appropriate, including withholding from salary or other amounts payable to the Participant, Shares or cash having a value sufficient to satisfy the withholding obligation for Tax-Related Items. The Company will not issue any Shares to the Participant until the Participant satisfies the withholding obligation for Tax-Related Items. If the withholding obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant shall be deemed to have been issued the full number of Shares subject to the vested RSUsPSUs, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Participant’s participation in the Plan.

Satisfaction of Company’s Withholding Obligations. At the time No later than any portion of an Award of RSUs, Dividend Equivalent, Retained Dividend Equivalents relevant taxable or Retained Distribution relating thereto, becomes taxable to the Participant, he or she will be required to pay to the Company or the Participant’s employertax withholding event, as applicable, any the Grantee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items due as a result of such taxable or tax withholding event. The In this regard, Grantee authorizes the Company or and/or the Participant’s employer shall have the right to withhold from any payment in respect of RSUs, transfer of Shares acquired at vestingEmployer, or payment made their respective agents, at their discretion, to satisfy the Participant or obligations with regard to any person hereunder, whether such payment is to be made in cash or in Shares, all Tax-Related Items as shall be required, in the determination of the Company, pursuant to any statute or governmental regulation or ruling. The Participant acknowledges and agrees that the Company or the Participant’s employer, in their sole discretion, may satisfy such withholding obligation by any one or a combination of the following methodsfollowing: (i) by requiring the Participant Grantee to deliver a properly executed notice together with irrevocable instructions to a broker approved by the Company to sell a sufficient number of Shares to generate net proceeds (after commission and fees) equal to the amount required to be withheld Tax-Related Items and promptly deliver such amount to the Company; (ii) by requiring or allowing the Participant Grantee to pay the amount required to be withheld Tax-Related Items in cash or by check; (iii) by deducting the amount required to be withheld Tax-Related Items from the ParticipantGrantee’s current compensation wages or other amounts payable cash compensation paid to the ParticipantGrantee by the Company and/or the Employer; (iv) for U.S. Grantees, by allowing the Participant Grantee to surrender other Shares that (A) in the case of Shares initially acquired from the Company (upon exercise of a stock option or otherwise), have been owned by the Participant Grantee for such period (if any) as may be required to avoid a charge to the Company’s earnings, and (B) have a fair market value Fair Market Value on the date of surrender equal to the amount required to be withheldTax-Related Items; (v) by withholding a number of Shares to be issued upon delivery of Shares that have a fair market value Fair Market Value equal to the minimum statutory amount required to be withheldTax-Related Items; (vi) by selling any Shares (on the Grantee’s behalf pursuant to this authorization) to the extent required to pay the amount required to be withheldTax-Related Items; or (vii) by such other means or method as the Committee in its sole discretion and without notice to the Participant Grantee deems appropriate; provided, however, that if the Grantee is a Section 16 officer of the Company, within the meaning of the Exchange Act, then the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case the obligation for Tax-Related Items may be satisfied by one or a combination of the other methods above. Depending on the withholding method, the Company shall withhold or account for Tax-Related Items by considering (x) applicable minimum statutory withholding rates if withholding is in Shares or (y) if withholding is not in Shares but by another means, other applicable withholding rates, including maximum applicable rates, in which case the Grantee will receive a refund of any over-withheld amount in cash and will have no entitlement to the Share equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Grantee is deemed to have been issued the full number of Shares subject to the vested RSU, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. The Company may satisfy its obligation to withhold the Tax-Related Items on Dividend Equivalents, Retained Dividend Equivalents and Retained Distributions (in each case, to the extent payable in cash pursuant to Section 3) by withholding a sufficient amount from the payment or by such other means as the Committee in its sole discretion and without notice to the Participant Grantee deems appropriate, including withholding from salary or other amounts payable to the ParticipantGrantee, Shares or cash having a value sufficient to satisfy the withholding obligation for Tax-Related Items. The Company will not issue any Shares Shares, or pay any Dividend Equivalents or Retained Distributions to the Participant Grantee unless and until the Participant Grantee satisfies the withholding obligation its obligations for Tax-Related Items. If the withholding obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant shall be deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Participant’s participation in the Plan.

Satisfaction of Company’s Withholding Obligations. At the time No later than any portion of an Award of RSUs, Dividend Equivalent, Retained Dividend Equivalents relevant taxable or Retained Distribution relating thereto, becomes taxable to the Participant, he or she will be required to pay to the Company or the Participant’s employertax withholding event, as applicable, any the Grantee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items due as a result of such taxable or tax withholding event. The In this regard, Xxxxxxx authorizes the Company or and/or the Participant’s employer shall have the right to withhold from any payment in respect of RSUs, transfer of Shares acquired at vestingEmployer, or payment made their respective agents, at their discretion, to satisfy the Participant or obligations with regard to any person hereunder, whether such payment is to be made in cash or in Shares, all Tax-Related Items as shall be required, in the determination of the Company, pursuant to any statute or governmental regulation or ruling. The Participant acknowledges and agrees that the Company or the Participant’s employer, in their sole discretion, may satisfy such withholding obligation by any one or a combination of the following methodsfollowing: (i) by requiring the Participant Grantee to deliver a properly executed notice together with irrevocable instructions to a broker approved by the Company to sell a sufficient number of Shares to generate net proceeds (after commission and fees) equal to the amount required to be withheld Tax-Related Items and promptly deliver such amount to the Company; (ii) by requiring or allowing the Participant Grantee to pay the amount required to be withheld Tax-Related Items in cash or by check; (iii) by deducting the amount required to be withheld Tax-Related Items from the ParticipantGrantee’s current compensation wages or other amounts payable cash compensation paid to the ParticipantGrantee by the Company and/or the Employer; (iv) for U.S. Grantees, by allowing the Participant Grantee to surrender other Shares that (A) in the case of Shares initially acquired from the Company (upon exercise of a stock option or otherwise), have been owned by the Participant Grantee for such period (if any) as may be required to avoid a charge to the Company’s earnings, and (B) have a fair market value Fair Market Value on the date of surrender equal to the amount required to be withheldTax-Related Items; (v) by withholding a number of Shares to be issued upon delivery of Shares that have a fair market value Fair Market Value equal to the minimum statutory amount required to be withheldTax-Related Items; (vi) by selling any Shares (on the Grantee’s behalf pursuant to this authorization) to the extent required to pay the amount required to be withheldTax-Related Items; or (vii) by such other means or method as the Committee in its sole discretion and without notice to the Participant Grantee deems appropriate; provided, however, that if the Grantee is a Section 16 officer of the Company, within the meaning of the Exchange Act, then the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case the obligation for Tax-Related Items may be satisfied by one or a combination of the other methods above. Depending on the withholding method, the Company shall withhold or account for Tax-Related Items by considering (x) applicable minimum statutory withholding rates or other withholding rates if withholding is in Shares or (y) if withholding is not in Shares but by another means, other applicable withholding rates, including maximum applicable rates, in which case the Grantee will receive a refund of any over-withheld amount in cash and will have no entitlement to the Share equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Grantee is deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. The Company may satisfy its obligation to withhold the Tax-Related Items on Dividend Equivalents, Retained Dividend Equivalents and Retained Distributions (in each case, to the extent payable in cash pursuant to Section 3) by withholding a sufficient amount from the payment or by such other means as the Committee in its sole discretion and without notice to the Participant Grantee deems appropriate, including withholding from salary or other amounts payable to the ParticipantGrantee, Shares or cash having a value sufficient to satisfy the withholding obligation for Tax-Related Items. The Company will not issue any Shares Shares, or pay any Dividend Equivalents or Retained Distributions to the Participant Grantee unless and until the Participant Grantee satisfies the withholding obligation its obligations for Tax-Related Items. If the withholding obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant shall be deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Participant’s participation in the Plan.

Satisfaction of Company’s Withholding Obligations. At the time any portion of an Award of RSUsPSUs, Dividend Equivalent, Retained Dividend Equivalents Equivalent or Retained Distribution relating thereto, becomes taxable to the Participant, he or she will be required to pay to the Company or the Participant’s employer, as applicable, any Tax-Related Items due as a result of such taxable event. The Company or the Participant’s employer shall have the right to withhold from any payment in respect of RSUsPSUs, transfer of Shares acquired at vesting, or payment made to the Participant or to any person hereunder, whether such payment is to be made in cash or in Shares, all Tax-Related Items as shall be required, in the determination of the Company, pursuant to any statute or governmental regulation or ruling. The Participant acknowledges and agrees that the Company or the Participant’s employer, in their sole discretion, may satisfy such withholding obligation by any one or a combination of the following methods: (i) by requiring the Participant to deliver a properly executed notice together with irrevocable instructions to a broker approved by the Company to sell a sufficient number of Shares to generate net proceeds (after commission and fees) equal to the amount required to be withheld and promptly deliver such amount to the Company; (ii) by requiring or allowing the Participant to pay the amount required to be withheld in cash or by check; (iii) by deducting the amount required to be withheld from the Participant’s 's current compensation or other amounts payable to the Participant; (iv) by allowing the Participant to surrender other Shares that (A) in the case of Shares initially acquired from the Company (upon exercise of a stock option or otherwise), have been owned by the Participant for such period (if any) as may be required to avoid a charge to the Company’s 's earnings, and (B) have a fair market value on the date of surrender equal to the amount required to be withheld; (v) by withholding a number of Shares to be issued upon delivery of Shares that have a fair market value equal to the minimum statutory amount required to be withheld; (vi) by selling any Shares to the extent required to pay the amount required to be withheld; or (vii) by such other means or method as the Committee in its sole discretion and without notice to the Participant deems appropriate. The Company may satisfy its obligation to withhold the Tax-Related Items on Dividend Equivalents, Retained Dividend Equivalents and Retained Distributions payable in cash by withholding a sufficient amount from the payment or by such other means as the Committee in its sole discretion and without notice to the Participant deems appropriate, including withholding from salary or other amounts payable to the Participant, Shares or cash having a value sufficient to satisfy the withholding obligation for Tax-Related Items. The Company will not issue any Shares to the Participant until the Participant satisfies the withholding obligation for Tax-Related Items. If the withholding obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant shall be deemed to have been issued the full number of Shares subject to the vested RSUsPSUs, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Participant’s participation in the Plan.

Satisfaction of Company’s Withholding Obligations. At the time No later than any portion of an Award of RSUs, Dividend Equivalent, Retained Dividend Equivalents relevant taxable or Retained Distribution relating thereto, becomes taxable to the Participant, he or she will be required to pay to the Company or the Participant’s employertax withholding event, as applicable, any the Grantee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items due as a result of such taxable or tax withholding event. The In this regard, Xxxxxxx authorizes the Company or and/or the Participant’s employer shall have the right to withhold from any payment in respect of RSUs, transfer of Shares acquired at vestingEmployer, or payment made their respective agents, at their discretion, to satisfy the Participant or obligations with regard to any person hereunder, whether such payment is to be made in cash or in Shares, all Tax-Related Items as shall be required, in the determination of the Company, pursuant to any statute or governmental regulation or ruling. The Participant acknowledges and agrees that the Company or the Participant’s employer, in their sole discretion, may satisfy such withholding obligation by any one or a combination of the following methodsfollowing: (i) by requiring or allowing the Participant Grantee to deliver a properly executed notice together with irrevocable instructions to a broker approved by the Company to sell a sufficient number of Shares to generate net proceeds (after commission and fees) equal to the amount required to be withheld Tax-Related Items and promptly deliver such amount to the Company; (ii) by requiring or allowing the Participant Grantee to pay the amount required to be withheld Tax-Related Items in cash or by check; (iii) by deducting the amount required to be withheld Tax-Related Items from the ParticipantGrantee’s current compensation wages or other amounts payable cash compensation paid to the ParticipantGrantee by the Company and/or the Employer; (iv) for U.S. Grantees, by allowing the Participant Grantee to surrender other Shares that (A) in the case of Shares initially acquired from the Company (upon exercise of a stock option or otherwise), have been owned by the Participant Grantee for such period (if any) as may be required to avoid a charge to the Company’s earnings, and (B) have a fair market value Fair Market Value on the date of surrender equal to the amount required to be withheldTax-Related Items; (v) by withholding a number of Shares to be issued upon delivery of Shares that have a fair market value Fair Market Value equal to the minimum statutory amount required to be withheldTax-Related Items; (vi) by selling any Shares (on the Grantee’s behalf pursuant to this authorization) to the extent required to pay the amount required to be withheldTax-Related Items; or (vii) by such other means or method as the Committee in its sole discretion and without notice to the Participant Grantee deems appropriate. The ; provided, however, that if the Grantee is a Section 16 officer of the Company, within the meaning of the Exchange Act, then the Company may satisfy its obligation to will withhold in Shares upon the Tax-Related Items on Dividend Equivalentsrelevant taxable or tax withholding event, Retained Dividend Equivalents and Retained Distributions payable as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in cash by withholding a sufficient amount from which case the payment or by such other means as the Committee in its sole discretion and without notice to the Participant deems appropriate, including withholding from salary or other amounts payable to the Participant, Shares or cash having a value sufficient to satisfy the withholding obligation for Tax-Related ItemsItems shall be satisfied by one or a combination of the other methods above as directed by the Committee. The Company will not issue any Shares to the Participant until the Participant satisfies Depending on the withholding obligation method, the Company shall withhold or account for Tax-Related ItemsItems by considering rates up to, but not exceeding, the maximum tax rates in the Grantee’s jurisdiction, in which case the Grantee may receive a refund of any over-withheld amount not remitted to applicable tax authorities on the Grantee’s behalf in cash and will have no entitlement to the Share equivalent. If the withholding obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant shall be Grantee is deemed to have been issued the full number of Shares subject to be settled in respect of the vested RSUsAward, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of Items. The Company will not issue any aspect of Shares unless and until the Participant’s participation in the PlanGrantee satisfies its obligations for Tax-Related Items.

Satisfaction of Company’s Withholding Obligations. At the time any portion of an Award of RSUs, Dividend Equivalent, Retained Dividend Equivalents Equivalent or Retained Distribution retained distribution relating thereto, thereto becomes taxable to the Participant, he or she will be required to pay to the Company or the Participant’s employer, as applicable, any Tax-Tax Related Items due as a result of such taxable event. The Company or the Participant’s employer shall have the right to withhold from any payment in respect of RSUs, transfer of Shares acquired at vesting, or payment made to the Participant or to any person hereunder, whether such payment is to be made in cash or in Shares, all Tax-Tax Related Items as shall be required, in the determination of the Company, pursuant to any statute or governmental regulation or ruling. The Participant acknowledges and agrees that the Company or the Participant’s employerCompany, in their its sole discretion, may satisfy such withholding obligation by any one or a combination of the following methods: (i) by requiring the Participant to deliver a properly executed notice together with irrevocable instructions to a broker approved by the Company to sell a sufficient number Shares and deliver promptly to the Company the amount of Shares sale proceeds required to generate net proceeds (after commission and fees) equal to pay the amount required to be withheld and promptly deliver such amount to the Companywithheld; (ii) by requiring (or allowing allowing) the Participant to pay the such amount required to be withheld in cash or by check; (iii) by deducting the such amount required to be withheld from the Participant’s current compensation or other amounts payable to the Participantcompensation; (iv) by allowing the Participant to surrender other Shares that of the Company, which (A) in the case of Shares initially acquired from the Company (upon exercise of a stock option or otherwise), have been owned by the Participant for such period (if any) as may be required to avoid a charge to the Company’s earnings, and (B) have a fair market value on the date of surrender equal to the amount required to be withheld; (v) by withholding a number of Shares to be issued upon delivery of Shares that which have a fair market value equal to the minimum statutory amount required to be withheldrate or other applicable withholding rate; (vi) by selling any Shares to the extent required to pay satisfy the amount required to be withheld; orCompany’s withholding obligations; (vii) by such other means or method as the Committee in its sole discretion and without notice deems appropriate. If the obligation for withholding taxes is satisfied by withholding Shares, then Participant will, for tax purposes, be deemed to have been issued the full number of Shares subject to the Participant deems appropriatevested Award, notwithstanding that a number of the Shares are withheld solely for the purpose of paying the applicable withholding taxes. The Company may satisfy its obligation to withhold the Tax-Tax Related Items on Dividend Equivalents, Retained Dividend Equivalents and Retained Distributions payable in cash by withholding a sufficient amount from the payment or by such other means as the Committee in its sole discretion and without notice to the Participant deems appropriate, including withholding from salary or other amounts payable to the Participant, Shares or cash having a value sufficient to satisfy the tax withholding obligation for Tax-Related Items. The Company will not issue any Shares to the Participant until the Participant satisfies the withholding obligation for Tax-Related Items. If the withholding obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant shall be deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Participant’s participation in the Planobligation.

Satisfaction of Company’s Withholding Obligations. At the time any portion of an Award of RSUs, Dividend Equivalent, Retained Dividend Equivalents or Retained Distribution relating thereto, becomes taxable to the Participant, he or she will be required to pay to the Company or the Participant’s employer, as applicable, any Tax-Related Items due as a result of such taxable event. The Company or the Participant’s employer shall have the right to withhold from any payment in respect of RSUs, transfer of Shares acquired at vesting, or payment made to the Participant or to any person hereunder, whether such payment is to be made in cash or in Shares, all Tax-Related Items as shall be required, in the determination of the Company, pursuant to any statute or governmental regulation or ruling. The Participant acknowledges and agrees that the Company or the Participant’s employer, in their sole discretion, may satisfy such withholding obligation by any one or a combination of the following methods: (i) by requiring the Participant to deliver a properly executed notice together with irrevocable instructions to a broker approved by the Company to sell a sufficient number of Shares to generate net proceeds (after commission and fees) equal to the amount required to be withheld and promptly deliver such amount to the Company; (ii) by requiring or allowing the Participant to pay the amount required to be withheld in cash or by check; (iii) by deducting the amount required to be withheld from the Participant’s current compensation or other amounts payable to the Participant; (iv) by allowing the Participant to surrender other Shares that (A) in the case of Shares initially acquired from the Company (upon exercise of a stock option or otherwise), have been owned by the Participant for such period (if any) as may be required to avoid a charge to the Company’s earnings, and (B) have a fair market value on the date of surrender equal to the amount required to be withheld;; February 2013 (v) by withholding a number of Shares to be issued upon delivery of Shares that have a fair market value equal to the minimum statutory amount required to be withheld; (vi) by selling any Shares to the extent required to pay the amount required to be withheld; or (vii) by such other means or method as the Committee in its sole discretion and without notice to the Participant deems appropriate. The Company may satisfy its obligation to withhold the Tax-Related Items on Dividend Equivalents, Retained Dividend Equivalents and Retained Distributions payable in cash by withholding a sufficient amount from the payment or by such other means as the Committee in its sole discretion and without notice to the Participant deems appropriate, including withholding from salary or other amounts payable to the Participant, Shares or cash having a value sufficient to satisfy the withholding obligation for Tax-Related Items. The Company will not issue any Shares to the Participant until the Participant satisfies the withholding obligation for Tax-Related Items. If the withholding obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant shall be deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Participant’s participation in the Plan.