Common use of Tax Liability and Withholding Clause in Contracts

Tax Liability and Withholding. 12.1 Participant shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to Participant pursuant to the Plan, the amount of any required withholding taxes in respect of the PSUs and to take all such other action as the Administrator deems necessary to satisfy all obligations for the payment of such withholding taxes. Notwithstanding the preceding sentence, unless previously satisfied, the Company shall retain a number of Shares issued in respect of the vested PSU that have an aggregate Fair Market Value as of the Settlement Date equal to the amount of such taxes required to be withheld; provided that the number of such Shares retained shall not be in excess of the maximum amount required to satisfy the statutory withholding tax obligations. The number of Shares to be issued in respect of PSUs shall thereupon be reduced by the number of Shares so retained. The method of withholding set forth in the immediately preceding sentence shall not be available if withholding in this manner would violate any financing instrument of the Company or any of the Subsidiaries or result in material adverse accounting treatment for the Company as determined by the Administrator in its sole discretion. 12.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding ("Tax-Related Items"), the ultimate liability for all Tax-Related Items is and remains Participant's sole responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with this Award, vesting or settlement of the PSUs or the subsequent sale of any Shares, and (b) does not commit to structure the PSUs to reduce or eliminate Participant's liability for Tax-Related Items.

Tax Liability and Withholding. 12.1 Participant The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to Participant the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the PSUs RSUs and to take all such other action as the Administrator Board of Directors deems reasonably necessary to satisfy all obligations for the payment of such withholding taxes. Notwithstanding The Board of Directors may permit the preceding sentenceGrantee to satisfy any federal, unless previously satisfiedstate or local tax withholding obligation by any of the following means, or by a combination of such means: (a) tendering a cash payment; (b) authorizing the Company shall retain to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a number of Shares issued in respect result of the vested PSU that have an aggregate Fair Market Value as vesting of the Settlement Date equal to RSUs; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum amount of such taxes tax required to be withheldwithheld by law; provided that the number of such Shares retained shall not be in excess of the maximum amount required or (c) delivering to satisfy the statutory withholding tax obligations. The number of Shares to be issued in respect of PSUs shall thereupon be reduced by the number of Shares so retained. The method of withholding set forth in the immediately preceding sentence shall not be available if withholding in this manner would violate any financing instrument of the Company or any previously owned and unencumbered shares of the Subsidiaries or result in material adverse accounting treatment for the Company as determined by the Administrator in its sole discretionCommon Stock. 12.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding ("Tax-Related Items"), the ultimate liability for all Tax-Related Items is and remains Participantthe Grantee's sole responsibility responsibility, and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with this Awardthe grant, vesting or settlement of the PSUs RSUs or the subsequent sale of any Sharesshares, and (b) does not commit to structure the PSUs RSUs to reduce or eliminate Participantthe Grantee's liability for Tax-Related Items. Within 5 days of any vesting date of an RSU, the Company has the right, but not the obligation, to purchase from Grantee a number of the vested shares of common stock underlying such vested RSU equal to 33% of the value of the vested common stock, using the VWAP of the Common Stock for the five trading day period, ending on the trading date prior to the vesting event, as reported on the NYSE MKT or, if the Company's common stock is not then listed on the NYSE MKT, as reported by such other exchange as shall then have the Company's common stock listed.

Tax Liability and Withholding. 12.1 11.1 The Participant shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Participant pursuant to the Plan, the amount of any required withholding taxes in respect of the PSUs Performance Units and to take all such other action as the Administrator Committee deems necessary to satisfy all obligations for the payment of such withholding taxestaxes in accordance with Section 16(c) of the Plan. The Participant may satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means of the Plan, (a) tendering a cash payment, (b) if the Committee has adopted a formal procedure allowing any participant to authorize the Company to withhold Common Shares from the Common Shares otherwise issuable or deliverable to the Participant as a result of the vesting of the Performance Units (provided, however, that no Common Shares shall be withheld with a value exceeding the maximum amount of tax required to be withheld by law), issuing such authorization, or (c) delivering to the Company previously owned and unencumbered Common Shares. Notwithstanding the preceding sentenceforegoing, unless previously satisfiedin the event the Participant fails to provide timely payment of all sums required to satisfy any applicable federal, state and local withholding obligations in respect of the Performance Units, the Company shall retain a number of Shares issued in respect treat such failure as an election by the Participant to satisfy all or any portion of the vested PSU that have an aggregate Fair Market Value as of the Settlement Date equal Participant’s required payment obligation pursuant to the amount of such taxes required to be withheld; provided that the number of such Shares retained shall not be in excess of the maximum amount required to satisfy the statutory withholding tax obligations. The number of Shares to be issued in respect of PSUs shall thereupon be reduced by the number of Shares so retained. The method of withholding set forth in the immediately preceding sentence shall not be available if withholding in this manner would violate any financing instrument of the Company or any of the Subsidiaries or result in material adverse accounting treatment for the Company as determined by the Administrator in its sole discretionSection 11.1(b) above. 12.2 11.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding ("“Tax-Related Items"”), the ultimate liability for all Tax-Related Items is and remains the Participant's sole ’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with this Awardthe grant, vesting or settlement of the PSUs Performance Units or the any subsequent sale of any Shares, shares; and (b) does not commit to structure the PSUs Performance Units to reduce or eliminate the Participant's ’s liability for Tax-Related Items.

Tax Liability and Withholding. 12.1 Participant shall (a) Grantee understands that when the PSUs are settled in accordance with Section 4, Grantee will be required obligated to pay recognize income, for Federal, state and local income tax purposes, as applicable, in an amount equal to the Company, and the Company shall have the right to deduct from any compensation paid to Participant pursuant to the Plan, the amount of any required withholding taxes in respect of the PSUs and to take all such other action as the Administrator deems necessary to satisfy all obligations for the payment of such withholding taxes. Notwithstanding the preceding sentence, unless previously satisfied, the Company shall retain a number of Shares issued in respect of the vested PSU that have an aggregate Fair Market Value of the share of Stock as of such date, and Grantee is responsible for all tax obligations that arise in connection with the Settlement Date equal to the amount of such taxes required to be withheld; provided that the number of such Shares retained shall not be in excess of the maximum amount required to satisfy the statutory withholding tax obligationsPSUs. The number of Shares to be issued in respect of PSUs shall thereupon be reduced by the number of Shares so retained. The method of withholding set forth in the immediately preceding sentence shall not be available if withholding in this manner would violate any financing instrument of the Company or any of the Subsidiaries or result in material adverse accounting treatment for the Company as determined by the Administrator in its sole discretion. 12.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding ("“Tax-Related Items"”), the ultimate liability for all Tax-Related Items is and remains Participant's sole Grantee’s responsibility and the Company (ai) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with this Award, the grant or vesting or settlement of the PSUs PSUs, the delivery of Stock underlying the PSUs, or the subsequent sale of any Shares, shares of the Stock underlying the PSUs; and (bii) does not commit to structure the PSUs or the delivery of Stock underlying the PSUs to reduce or eliminate Participant's Grantee’s liability for Tax-Related Items. (b) Notwithstanding anything in the Plan or this Agreement to the contrary, unless Grantee has delivered an amount necessary to satisfy the Tax-Related Items as of the settlement date for the PSUs, Grantee agrees to the following methods of satisfying the Tax-Related Items on behalf of Grantee in connection with the PSUs and the delivery of Stock underlying the PSUs, in the discretion of the Company: (i) through the automatic withholding of a sufficient number of shares of Stock that would otherwise be delivered to Grantee, applying procedures approved by the Administrator, such withheld shares having an aggregate Fair Market Value on the date of settlement that shall not exceed the minimum amount of the Tax-Related Items, rounded up for any partial share of Stock that would be withheld to satisfy such obligation (or such other amount as the Administrator determines will not result in additional compensation expense for financial accounting purposes under applicable financial accounting principles); (ii) through the deduction from any other payment otherwise due to Grantee at the time of exercise; or (iii) a combination of any or all of the foregoing. (c) Unless otherwise determined by the Administrator, Grantee may satisfy the tax withholding obligation by delivery of cash or by surrendering shares deliverable in settlement of the PSU or by delivering shares of Stock owned by Grantee (having in any case, an aggregate Fair Market Value on the date of exercise equal to the amount of the Tax-Related Items).

Tax Liability and Withholding. 12.1 11.1 The Participant shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Participant pursuant to the Plan, the amount of any required withholding taxes in respect of the PSUs Restricted Stock Units and to take all such other action as the Administrator Committee deems necessary to satisfy all obligations for the payment of such withholding taxestaxes in accordance with Section 16(c) of the Plan. The Participant may satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means of the Plan, (a) tendering a cash payment, (b) if the Committee has adopted a formal procedure allowing any participant to authorize the Company to withhold Common Shares from the Common Shares otherwise issuable or deliverable to the Participant as a result of the vesting of the Restricted Stock Units (provided, however, that no Common Shares shall be withheld with a value exceeding the maximum amount of tax required to be withheld by law), issuing such authorization, or (c) delivering to the Company previously owned and unencumbered Common Shares. Notwithstanding the preceding sentenceforegoing, unless previously satisfiedin the event the Participant fails to provide timely payment of all sums required to satisfy any applicable federal, state and local withholding obligations in respect of the Restricted Stock Units, the Company shall retain a number of Shares issued in respect treat such failure as an election by the Participant to satisfy all or any portion of the vested PSU that have an aggregate Fair Market Value as of the Settlement Date equal Participant’s required payment obligation pursuant to the amount of such taxes required to be withheld; provided that the number of such Shares retained shall not be in excess of the maximum amount required to satisfy the statutory withholding tax obligations. The number of Shares to be issued in respect of PSUs shall thereupon be reduced by the number of Shares so retained. The method of withholding set forth in the immediately preceding sentence shall not be available if withholding in this manner would violate any financing instrument of the Company or any of the Subsidiaries or result in material adverse accounting treatment for the Company as determined by the Administrator in its sole discretionSection 11.1(b) above. 12.2 11.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding ("“Tax-Related Items"”), the ultimate liability for all Tax-Related Items is and remains the Participant's sole ’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with this Awardthe grant, vesting or settlement of the PSUs Restricted Stock Units or the any subsequent sale of any Shares, shares; and (b) does not commit to structure the PSUs Restricted Stock Units to reduce or eliminate the Participant's ’s liability for Tax-Related Items.

Tax Liability and Withholding. 12.1 11.1 The Participant shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Participant pursuant to the Plan, the amount of any required withholding taxes in respect of the PSUs Restricted Stock Units and to take all such other action as the Administrator Committee deems necessary to satisfy all obligations for the payment of such withholding taxestaxes in accordance with Section 16(c) of the Plan. The Participant may satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means of the Plan, (a) tendering a cash payment, (b) if the Committee has adopted a formal procedure allowing any participant to authorize the Company to withhold Common Shares from the Common Shares otherwise issuable or deliverable to the Participant as a result of the vesting of the Restricted Stock Units (provided, however, that no Common Shares shall be withheld with a value exceeding the maximum amount of tax required to be withheld by law), issuing such authorization, or (c) delivering to the Company previously owned and unencumbered Common Shares. Notwithstanding the preceding sentenceforegoing, unless previously satisfiedin the event the Participant fails to provide timely payment of all sums required to satisfy any applicable federal, state and local withholding obligations in respect of the Restricted Stock Units, the Company shall retain a number of Shares issued in respect treat such failure as an election by the Participant to satisfy all or any portion of the vested PSU that have an aggregate Fair Market Value as of the Settlement Date equal Participant’s required payment obligation pursuant to the amount of such taxes required to be withheld; provided that the number of such Shares retained shall not be in excess of the maximum amount required to satisfy the statutory withholding tax obligations. The number of Shares to be issued in respect of PSUs shall thereupon be reduced by the number of Shares so retained. The method of withholding set forth in the immediately preceding sentence shall not be available if withholding in this manner would violate any financing instrument of the Company or any of the Subsidiaries or result in material adverse accounting treatment for the Company as determined by the Administrator in its sole discretionSection 11.1(b) above. 12.2 11.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding ("“Tax-Related Items"”), the ultimate liability for all Tax-Related Items is and remains the Participant's sole ’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with this Awardthe grant, vesting or settlement of the PSUs Restricted Stock Units or the subsequent sale of any Shares, shares; and (b) does not commit to structure the PSUs Restricted Stock Units to reduce or eliminate the Participant's ’s liability for Tax-Related Items.

Tax Liability and Withholding. 12.1 Participant (i) The Company's obligations hereunder shall be subject to applicable foreign, federal, state and local withholding tax requirements. Foreign, federal, state and local withholding tax due in connection with the grant of Restricted Stock under this Agreement may be paid in cash or shares of Common Stock (either through the surrender of already-owned shares of Common Stock that the Participant has held for the period required to pay avoid a charge to the Company, and 's reported earnings or the Company shall have the right to deduct from any compensation paid withholding of shares of Common Stock otherwise issuable to Participant pursuant to the Plan, the amount of any required withholding taxes in respect of the PSUs and to take all such other action as the Administrator deems necessary to satisfy all obligations for the payment of such withholding taxes. Notwithstanding the preceding sentence, unless previously satisfied, the Company shall retain this Agreement) having a number of Shares issued in respect of the vested PSU that have an aggregate Fair Market Value as of the Settlement Date equal to the amount of required withholding and upon such taxes required to be withheldother terms and conditions as the Board shall determine; provided that provided, however, the number of such Shares retained shall not be in excess of the maximum amount required to satisfy the statutory withholding tax obligations. The number of Shares to be issued in respect of PSUs shall thereupon be reduced by the number of Shares so retained. The method of withholding set forth in the immediately preceding sentence shall not be available if withholding in this manner would violate any financing instrument of the Company or any of the Subsidiaries or result in material adverse accounting treatment for the Company as determined by the Administrator Board, in its sole discretion, may require that such taxes be paid in cash; and provided, further, any election by a Participant subject to Section 16 of the Exchange Act to pay his or her withholding tax in shares of Common Stock shall be subject to and must comply with the rules promulgated under Section 16 of the Exchange Act. 12.2 Notwithstanding (ii) Regardless of any action the Company takes with respect may take that is related to any or all income tax, social insurance, payroll tax, or other tax-related withholding ("“Tax-Related Items"”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is owed by the Participant and remains will remain the Participant's sole ’s responsibility and that the Company (ai) makes no representation representations or undertakings regarding the treatment of any Tax-Related Items in connection with this Award, vesting or settlement of the PSUs or the subsequent sale of any Shares, and (bii) does not commit to structure the PSUs terms of this Agreement to reduce or eliminate the Participant's ’s liability for Tax-Related Items. (iii) Prior to vesting of the Restricted Stock, the Participant will pay or make adequate arrangements satisfactory to the Company to satisfy all withholding obligations of the Company.

Tax Liability and Withholding. 12.1 (a) The Participant shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Participant pursuant to the PlanPlan (including, for the avoidance of doubt, by withholding vested shares of Common Stock deliverable upon vesting of the Restricted Stock Units), the amount of any required withholding taxes in respect of the PSUs Restricted Stock Units and to take all such other action as the Administrator Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. Notwithstanding Consistent with the preceding sentenceterms of Section 14.2 of the Plan, unless previously satisfiedif Participant fails to make such tax payments as required, the Company shall retain a number of Shares issued in respect of the vested PSU that have an aggregate Fair Market Value as of the Settlement Date equal shall, to the amount extent permitted by law, have the right to deduct from any payment of such any kind otherwise due to Participant all federal, state and local taxes of any kind required by law to be withheld; provided that withheld with respect to the number of such Shares retained shall not be in excess of the maximum amount required to satisfy the statutory withholding tax obligations. The number of Shares to be issued in respect of PSUs shall thereupon be reduced by the number of Shares so retained. The method of withholding set forth in the immediately preceding sentence shall not be available if withholding in this manner would violate any financing instrument of the Company or any of the Subsidiaries or result in material adverse accounting treatment for the Company as determined by the Administrator in its sole discretionShares. 12.2 (b) Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding ("“Tax-Related Items"”), the ultimate liability for all Tax-Related Items is and remains the Participant's sole ’s responsibility and the Company (ai) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with this Awardthe award, vesting or settlement of the PSUs Restricted Stock Units or the subsequent sale of any Shares, shares; and (bii) does not commit to structure the PSUs Restricted Stock Units to reduce or eliminate the Participant's ’s liability for Tax-Related Items. (c) The Participant may elect to deliver whole, vested shares of Common Stock, to have the Company withhold whole vested shares of Common Stock deliverable upon vesting of the Restricted Stock Units (and/or, for the avoidance of doubt subject to Section 9(a) above, to pay cash to the Company) in order to satisfy, in whole or in part, up to the maximum applicable statutory withholding amount, if any, the Company may withhold for taxes in respect of the Restricted Stock Units (or, if applicable, such lesser amount as may be necessary to avoid classification of the award as a liability for financial accounting purposes). Such election must be made on or before the date the amount of tax to be withheld is determined. Once made, the election shall be irrevocable. The fair market value of the shares to be withheld or delivered will be deemed to be the Fair Market Value as of the date the amount of tax to be withheld is determined.

Tax Liability and Withholding. 12.1 11.1 The Participant shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Participant pursuant to the Plan, the amount of any required withholding taxes in respect of the PSUs Restricted Stock Units and to take all such other action as the Administrator Committee deems necessary to satisfy all obligations for the payment of such withholding taxestaxes in accordance with Section 16(c) of the Plan. The Committee may permit the Participant to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means of the Plan, (a) tendering a cash payment, (b) authorizing the Company to withhold Common Shares from the Common Shares otherwise issuable or deliverable to the Participant as a result of the vesting of the Restricted Stock Units (provided, however, that no Common Shares shall be withheld with a value exceeding the maximum amount of tax required to be withheld by law), or (c) delivering to the Company previously owned and unencumbered Common Shares. Notwithstanding the preceding sentenceforegoing, unless previously satisfiedin the event the Participant fails to provide timely payment of all sums required to satisfy any applicable federal, state and local withholding obligations in respect of the Restricted Stock Units, the Company shall retain a number of Shares issued in respect treat such failure as an election by the Participant to satisfy all or any portion of the vested PSU that have an aggregate Fair Market Value as of the Settlement Date equal Participant’s required payment obligation pursuant to the amount of such taxes required to be withheld; provided that the number of such Shares retained shall not be in excess of the maximum amount required to satisfy the statutory withholding tax obligations. The number of Shares to be issued in respect of PSUs shall thereupon be reduced by the number of Shares so retained. The method of withholding set forth in the immediately preceding sentence shall not be available if withholding in this manner would violate any financing instrument of the Company or any of the Subsidiaries or result in material adverse accounting treatment for the Company as determined by the Administrator in its sole discretionSection 11.1(b) above. 12.2 11.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding ("“Tax-Related Items"”), the ultimate liability for all Tax-Related Items is and remains the Participant's sole ’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with this Awardthe grant, vesting or settlement of the PSUs Restricted Stock Units or the subsequent sale of any Shares, shares; and (b) does not commit to structure the PSUs Restricted Stock Units to reduce or eliminate the Participant's ’s liability for Tax-Related Items.

Tax Liability and Withholding. 12.1 Participant shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to Participant pursuant to the Plan, the amount of any required withholding taxes in respect of the PSUs and to take all such other action as the Administrator deems necessary to satisfy all obligations for the payment of such withholding taxes. Notwithstanding the preceding sentence, unless previously satisfied, the Company shall retain a number of Shares issued in respect of the vested PSU that have an aggregate Fair Market Value as of the Settlement Date equal to the amount of such taxes required to be withheld; provided that the number of such Shares retained shall not be in excess of the maximum amount required to satisfy the statutory withholding tax obligations. The number of Shares to be issued in respect of PSUs shall thereupon be reduced by the number of Shares so retained. The method of withholding set forth in the immediately preceding sentence shall not be available if withholding in this manner would violate any financing instrument of the Company or any of the Subsidiaries or result in material adverse accounting treatment for the Company as determined by the Administrator in its sole discretion. 12.2 (a) Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding ("“Tax-Related Items"”), the ultimate liability for all Tax-Related Items is and remains the Participant's sole ’s responsibility and the Company (ai) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with this Awardthe grant, vesting vesting, or settlement exercise of the PSUs Option or the subsequent sale of any Shares, shares acquired on exercise; and (bii) does not commit to structure the PSUs Option to reduce or eliminate the Participant's ’s liability for Tax-Related Items. Unless the Participant’s obligations with respect to the Tax Related Items are satisfied by the exercise date, the Company shall have no obligation to recognize the exercise and therefore no obligation to issue such shares of Stock issuable upon such exercise. (b) Notwithstanding anything in the Plan or this Agreement to the contrary, and in addition to any form of payment elected by the Participant on an exercise form approved by the Administrator, the Participant agrees to the following methods of satisfying the Tax Related Items on behalf of the Participant in connection with any exercise of the Option, in the discretion of the Company: (i) through the automatic withholding of a sufficient number of shares of Stock otherwise deliverable in settlement of the Option, applying procedures approved by the Administrator, such withheld shares having an aggregate Fair Market Value on the date of exercise that shall not exceed the minimum amount of the Tax Related Items (or such other amount as the Administrator determines will not result in additional compensation expense for financial accounting purposes under applicable financial accounting principles); (ii) through the deduction from any other payment otherwise due to the Participant at the time of exercise; or (iii) a combination of any or all of the foregoing. (c) Unless otherwise determined by the Administrator, the Participant may satisfy the tax withholding obligation by surrendering of shares subject to the Option or by delivering shares of Stock owned by the Participant (having in either case, an aggregate Fair Market Value on the date of exercise equal to the amount of the Tax Related Items).

Tax Liability and Withholding. 12.1 Participant (a) The Grantee shall be required to pay to the Company, and the Company shall have the right be entitled to deduct from any payments or compensation paid to Participant pursuant to the PlanGrantee, the amount of any required withholding taxes in respect of the PSUs Shares and to take all such other action as the Administrator deems it determines necessary to satisfy all obligations for the payment of such withholding taxestaxes or otherwise required by law. Notwithstanding The Company has the preceding sentence, unless previously satisfied, right (but not the Company shall retain a number of Shares issued in respect of the vested PSU that have an aggregate Fair Market Value as of the Settlement Date equal to the amount of such taxes required to be withheld; provided that the number of such Shares retained shall not be in excess of the maximum amount required obligation) to satisfy the statutory payment of income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”) by (i) withholding tax obligations. The number from proceeds of the sale of Shares through a sale arranged by the Company (on the Grantee’s behalf pursuant to be issued in respect of PSUs shall thereupon be reduced this authorization without further consent), (ii) requiring the Grantee to pay cash, (iii) withholding from any cash compensation payable to the Grantee by the Company, and/or (iv) reducing the number of Shares so retained. The method of withholding set forth in otherwise deliverable to the immediately preceding sentence shall not be available if withholding in this manner would violate any financing instrument of the Company or any of the Subsidiaries or result in material adverse accounting treatment for the Company as determined by the Administrator in its sole discretionGrantee. 12.2 (b) Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding ("Tax-Related Items"), the ultimate liability for all Tax-Related Items is and remains Participant's sole the Grantee’s responsibility and the Company (ai) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with this Award, vesting or settlement the grant of the PSUs Shares or the subsequent sale of any Shares, and (bii) does not commit to structure the PSUs issuance of the Shares to reduce or eliminate Participant's the Grantee’s liability for Tax-Related Items.

Tax Liability and Withholding. 12.1 (a) The Participant shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Participant pursuant to the PlanPlan (including, for the avoidance of doubt, by withholding vested shares of Common Stock deliverable upon vesting of the Restricted Stock Units), the amount of any required withholding taxes in respect of the PSUs Restricted Stock Units and to take all such other action as the Administrator Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. Notwithstanding Consistent with the preceding sentenceterms of Section 14.2 of the Plan, unless previously satisfiedif Participant fails to make such tax payments as required, the Company shall retain a number of Shares issued in respect of the vested PSU that have an aggregate Fair Market Value as of the Settlement Date equal shall, to the amount extent permitted by law, have the right to deduct from any payment of such any kind otherwise due to Participant all federal, state and local taxes of any kind required by law to be withheld; provided that withheld with respect to the number of such Shares retained shall not be in excess of the maximum amount required to satisfy the statutory withholding tax obligations. The number of Shares to be issued in respect of PSUs shall thereupon be reduced by the number of Shares so retained. The method of withholding set forth in the immediately preceding sentence shall not be available if withholding in this manner would violate any financing instrument of the Company or any of the Subsidiaries or result in material adverse accounting treatment for the Company as determined by the Administrator in its sole discretionshares. 12.2 (b) Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding ("“Tax-Related Items"”), the ultimate liability for all Tax-Related Items is and remains the Participant's sole ’s responsibility and the Company (ai) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with this Awardthe award, vesting or settlement of the PSUs Restricted Stock Units or the subsequent sale of any Shares, shares; and (bii) does not commit to structure the PSUs Restricted Stock Units to reduce or eliminate the Participant's ’s liability for Tax-Related Items. (c) The Participant may elect to deliver whole, vested shares of Common Stock, to have the Company withhold whole vested shares of Common Stock deliverable upon vesting of the Restricted Stock Units (and/or, for the avoidance of doubt subject to Section 9(a) above, to pay cash to the Company) in order to satisfy, in whole or in part, up to the maximum applicable statutory withholding amount, if any, the Company may withhold for taxes in respect of the Restricted Stock Units (or, if applicable, such lesser amount as may be necessary to avoid classification of the award as a liability for financial accounting purposes). Such election must be made on or before the date the amount of tax to be withheld is determined. Once made, the election shall be irrevocable. The fair market value of the shares to be withheld or delivered will be deemed to be the Fair Market Value as of the date the amount of tax to be withheld is determined.

Tax Liability and Withholding. 12.1 Participant (a) The Grantee shall be required to pay to the Company, and the Company shall have the right be entitled to deduct from any payments or compensation paid to Participant pursuant to the PlanGrantee, the amount of any required withholding taxes in respect of the PSUs or any DER payable in relation thereto and to take all such other action as the Administrator deems it determines necessary to satisfy all obligations for the payment of such withholding taxestaxes or otherwise required by law. Notwithstanding The Company has the preceding sentenceright (but not the obligation) to satisfy the payment of income, unless previously satisfiedemployment, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”) by (i) withholding from proceeds of the sale of shares of Common Stock acquired upon the settlement of the PSUs and DERs through a sale arranged by the Company shall retain a number of Shares issued in respect of (on the vested PSU that have an aggregate Fair Market Value as of Grantee’s behalf pursuant to this authorization without further consent), (ii) requiring the Settlement Date equal Grantee to pay cash, (iii) withholding from any wages or other cash compensation payable to the amount of such taxes required to be withheld; provided that Grantee by the Company, and/or (iv) reducing the number of such Shares retained shall not be in excess shares of Common Stock otherwise deliverable to the maximum amount required to satisfy the statutory withholding tax obligations. The number of Shares to be issued in respect of PSUs shall thereupon be reduced by the number of Shares so retained. The method of withholding set forth in the immediately preceding sentence shall not be available if withholding in this manner would violate any financing instrument of the Company or any of the Subsidiaries or result in material adverse accounting treatment for the Company as determined by the Administrator in its sole discretionGrantee. 12.2 (b) Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding ("Tax-Related Items"), the ultimate liability for all Tax-Related Items is and remains Participant's sole the Grantee’s responsibility and the Company (ai) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with this Awardthe grant, vesting or settlement of the PSUs or the subsequent issuance or sale of any Shares, shares of Common Stock; and (bii) does not commit to structure the PSUs to reduce or eliminate Participant's the Grantee’s liability for Tax-Related Items.

Tax Liability and Withholding. 12.1 Participant 11.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to Participant the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the PSUs and to take all such other action as the Administrator Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. Notwithstanding Unless the preceding sentenceCommittee determines otherwise, unless previously satisfiedany federal, state, local or other tax withholding obligation shall be satisfied by withholding from the Company shall retain a number shares of Shares issued Common Stock otherwise issuable or deliverable to the Grantee in respect of the vested PSU PSUs that have an aggregate number of shares of Common Stock having a Fair Market Value as of the Settlement Date equal to the withholding obligation; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the maximum amount of such taxes tax required to be withheldwithheld by law; provided provided, further, that the number of such Shares retained shall not be in excess of the maximum amount required Committee may determine to satisfy the statutory Company’s withholding tax obligations. The number obligations by permitting the Grantee to (a) tender a cash payment, (b) deliver to the Company previously owned and unencumbered shares of Shares to be issued in respect of PSUs shall thereupon be reduced by the number of Shares so retained. The method of withholding set forth in the immediately preceding sentence shall not be available if withholding in this manner would violate Common Stock or (c) any financing instrument combination of the Company or any of the Subsidiaries or result in material adverse accounting treatment for the Company as determined by the Administrator in its sole discretionforegoing. 12.2 11.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding ("“Tax-Related Items"”), the ultimate liability for all Tax-Related Items is and remains Participant's sole the Grantee’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with this Awardthe grant, vesting or settlement of the PSUs or the subsequent sale of any Sharesshares, and (b) does not commit to structure the PSUs to reduce or eliminate Participant's the Grantee’s liability for Tax-Related Items.

Tax Liability and Withholding. 12.1 Participant 9.1 The Employee shall be required to pay to the Company, and the Company shall have the right to deduct and/or withhold from any compensation paid to Participant the Employee pursuant to the Plan, an applicable employment agreement or any other employment arrangement with the Employee, the amount of any required withholding taxes in respect of the PSUs Restricted Stock Units upon the occurrence of an event triggering the requirement, whether upon its grant, vesting, settlement, and/or otherwise, and to take all such other action as the Administrator Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. Notwithstanding The Committee may, in its sole discretion and subject to compliance with all applicable laws, permit the preceding sentenceEmployee to satisfy any federal, unless previously satisfiedstate or local tax withholding obligation by any of the following means, or by a combination of such means: (a) tendering a cash payment or withholding cash otherwise payable hereunder. (b) authorizing the Company shall retain to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Employee as a number of Shares issued in respect result of the vested PSU that have an aggregate Fair Market Value as vesting of the Settlement Date equal to Restricted Stock Units; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the maximum amount of such taxes tax required to be withheld; provided that the number of such Shares retained shall not be in excess of the maximum amount required withheld by law. (c) delivering to satisfy the statutory withholding tax obligations. The number of Shares to be issued in respect of PSUs shall thereupon be reduced by the number of Shares so retained. The method of withholding set forth in the immediately preceding sentence shall not be available if withholding in this manner would violate any financing instrument of the Company or any previously owned and unencumbered shares of the Subsidiaries or result in material adverse accounting treatment for the Company as determined by the Administrator in its sole discretionCommon Stock. 12.2 9.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding ("”Tax-Related Items"”), the ultimate liability for all Tax-Related Items is and remains Participant's sole the Employee’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with this Awardthe grant, vesting or settlement of the PSUs Restricted Stock Units or the subsequent sale of any Shares, shares; and (b) does not commit to structure the PSUs Restricted Stock Units to reduce or eliminate Participant's the Employee’s liability for Tax-Related Items.

Tax Liability and Withholding. 12.1 Participant (a) The Grantee shall be required to pay to the Company, and the Company shall have the right be entitled to deduct from any payments or compensation paid to Participant pursuant to the PlanGrantee, the amount of any required withholding taxes in respect of the PSUs or any DER payable in relation thereto and to take all such other action as the Administrator deems it determines necessary to satisfy all obligations for the payment of such withholding taxestaxes or otherwise required by law. Notwithstanding The Company has the preceding sentenceright (but not the obligation) to satisfy the payment of income, unless previously satisfiedemployment, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”) by (i) withholding from proceeds of the sale of shares of Common Stock acquired upon the settlement of the PSUs and DERs through a sale arranged by the Company shall retain a number of Shares issued in respect of (on the vested PSU that have an aggregate Fair Market Value as of Grantee’s behalf pursuant to this authorization without further consent), (ii) requiring the Settlement Date equal Grantee to pay cash, (iii) withholding from any wages or other cash compensation payable to the amount of such taxes required to be withheld; provided that Grantee by the Company, and/or (iv) reducing the number of such Shares retained shall not be in excess shares of Common Stock otherwise deliverable to the maximum amount required to satisfy the statutory withholding tax obligations. The number of Shares to be issued in respect of PSUs shall thereupon be reduced by the number of Shares so retained. The method of withholding set forth in the immediately preceding sentence shall not be available if withholding in this manner would violate any financing instrument of the Company or any of the Subsidiaries or result in material adverse accounting treatment for the Company as determined by the Administrator in its sole discretionGrantee. 12.2 (b) Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding ("Tax-Related Items"), the ultimate liability for all Tax-Related Items is and remains Participant's sole the Grantee’s responsibility and the Company (ai) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with this Awardthe grant, vesting or settlement of the PSUs or the subsequent issuance or sale of any Shares, shares of Common Stock; and (biii) does not commit to structure the PSUs to reduce or eliminate Participant's the Grantee’s liability for Tax-Related Items.

Tax Liability and Withholding. 12.1 Participant shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to Participant pursuant to the Plan, the amount of any required withholding taxes in respect of the PSUs and to take all such other action as the Administrator deems necessary to satisfy all obligations for the payment of such withholding taxes. Notwithstanding the preceding sentence, unless previously satisfied, the Company shall retain a number of Shares issued in respect of the vested PSU that have an aggregate Fair Market Value as of the Settlement Date equal to the amount of such taxes required to be withheld; provided that the number of such Shares retained shall not be in excess of the maximum amount required to satisfy the statutory withholding tax obligations. The number of Shares to be issued in respect of PSUs shall thereupon be reduced by the number of Shares so retained. The method of withholding set forth in the immediately preceding sentence shall not be available if withholding in this manner would violate any financing instrument of the Company or any of the Subsidiaries or result in material adverse accounting treatment for the Company as determined by the Administrator in its sole discretion. 12.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding ("Tax-Related Items"), the ultimate liability for all Tax-Related Items is and remains the Participant's sole responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with this Awardthe grant, vesting or settlement of the PSUs Restricted Stock Units or the subsequent sale of any Shares, shares; and (b) does not commit to structure the PSUs Restricted Stock Units to reduce or eliminate the Participant's liability for Tax-Related Items. Participants, who are employees of the Company, or who are employed by an Affiliate of the Company that is obligated under applicable local law to withhold taxes with respect to the settlement of the RSUs shall pay to the Company or a designated Affiliate, promptly upon request, and in any event at the time the Participant recognizes taxable income with respect to the RSUs, an amount equal to the taxes the Company determines it is required to withhold under applicable tax laws with respect to the RSUs. The Participant may satisfy the foregoing requirement by: (a) making a payment to the Company in cash, (b) authorizing the Company to withhold Shares from the Shares otherwise issuable or deliverable to the Participant as a result of the vesting of the RSUs; provided, however, that no Shares shall be withheld with a value exceeding the maximum amount of tax required to be withheld by law, or (c) with the approval of the Administrator, by delivering already owned unrestricted Shares or by having the Company withhold a number of Shares in which the Participant would otherwise become vested under this Agreement, in each case, having a value equal to the minimum amount of tax required to be withheld. Such Shares shall be valued at their fair market value on the date as of which the amount of tax to be withheld is determined.

Tax Liability and Withholding. 12.1 Participant The Company or an Affiliate, as applicable, shall have the power and right to deduct, withhold or collect any amount required by law or regulation to be withheld with respect to any taxable event arising with respect to the Actual Award. Subject to any limitations PSU Award Agr (2018 Equity Incentive Plan)(Rev Feb 2024) imposed by the Committee, in its sole discretion and which shall be required communicated to pay the Grantee at the time of vesting, this amount may, at the election of the Grantee, be: (i) withheld from the value of any Actual Award being settled or any Shares transferred in connection with the exercise or settlement of an Actual Award, or (ii) collected directly from the Grantee as a cash payment. Unless the Grantee has otherwise irrevocably elected a different method to satisfy the withholding requirement, the Grantee shall be deemed to have elected to satisfy the withholding requirement by having the Company or an Affiliate, as applicable, withhold Shares, from the vested portion of the Actual Award, having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax that could be imposed on the transaction. All such elections will be made within 14 calendar days of the Certification Date, be irrevocable when made, made in writing and will be subject to any terms and conditions that the Company, and the Company shall have the right to deduct from any compensation paid to Participant pursuant to the Plan, the amount of any required withholding taxes in respect of the PSUs and to take all such other action as the Administrator deems necessary to satisfy all obligations for the payment of such withholding taxes. Notwithstanding the preceding sentence, unless previously satisfied, the Company shall retain a number of Shares issued in respect of the vested PSU that have an aggregate Fair Market Value as of the Settlement Date equal to the amount of such taxes required to be withheld; provided that the number of such Shares retained shall not be in excess of the maximum amount required to satisfy the statutory withholding tax obligations. The number of Shares to be issued in respect of PSUs shall thereupon be reduced by the number of Shares so retained. The method of withholding set forth in the immediately preceding sentence shall not be available if withholding in this manner would violate any financing instrument of the Company or any of the Subsidiaries or result in material adverse accounting treatment for the Company as determined by the Administrator in its sole discretion. 12.2 , deems appropriate. Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding ("“Tax-Related Items"”), the ultimate liability for all Tax-Related Items is and remains Participant's sole the Grantee’s responsibility and the Company (ai) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with this Awardthe grant, vesting or settlement of the PSUs or the subsequent sale of any Sharesshares, and (bii) does not commit to structure the PSUs Award to reduce or eliminate Participant's the Grantee’s liability for Tax-Related Items.

Tax Liability and Withholding. 12.1 (a) The Participant shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Participant pursuant to the PlanPlan (including, for the avoidance of doubt, by withholding vested shares of Common Stock deliverable upon vesting of the RSUs (“Shares”)), the amount of any required withholding taxes in respect of the PSUs and to take all such other action as the Administrator deems necessary to satisfy all obligations for the payment of such withholding taxes. Notwithstanding the preceding sentence, unless previously satisfied, the Company shall retain a number of Shares issued in respect of the vested PSU that have an aggregate Fair Market Value as of the Settlement Date equal to the amount of such taxes required to be withheld; provided that the number of such Shares retained shall not be in excess of the maximum amount required to satisfy the statutory federal, state, local and any other tax withholding tax obligations. The number of Shares to be issued in respect of PSUs shall thereupon be reduced by the number of Shares so retained. The method of withholding set forth in the immediately preceding sentence shall not be available if withholding in this manner would violate any financing instrument obligations of the Company or any Subsidiary that arise in connection with the Participant’s RSUs. Consistent with the terms of Section 13.3 of the Subsidiaries or Plan, if the Participant fails to make such tax payments as required, the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Participant all federal, state and local taxes of any kind required by law to be withheld with respect to the Shares. (b) Unless the Committee directs the Company to sell a portion of the Shares to satisfy the withholding taxes as provided in Section 9(c), the Company shall deduct and withhold the number of Shares, valued at the Fair Market Value of the Shares on the date of delivery of the Shares to the Participant, that is equal in value to the withholding tax obligations (as described in Section 9(a)) that arise in connection with the vesting of the Participant’s RSUs and the related delivery of Shares to the Participant. (c) The Participant agrees that if the Committee so directs and approves, and if the Participant does not make adequate provision in cash for any sums required to satisfy the federal, state, local and any other tax withholding, to a “same day sale” commitment with a broker-dealer of the Company’s choice that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby the Participant irrevocably agrees to sell a portion of the Shares to satisfy the withholding taxes and whereby the FINRA Dealer commits to forward the proceeds necessary to satisfy the withholding taxes directly to the Company. If, for any reason, such “same day sale” does not result in material adverse accounting treatment sufficient proceeds to satisfy the withholding taxes or would be prohibited by applicable laws at the applicable time, the Participant hereby authorizes the Company and/or the relevant Subsidiary, or their respective agents, at their discretion, to satisfy the obligations with regard to all withholding taxes by one or a combination of the following: (i) withholding from any compensation otherwise payable to the Participant by the Company or any Subsidiary; or (ii) causing the Participant to tender a cash payment (which may be in the form of a check, electronic wire transfer or other method permitted by the Company). It is the Company’s intent that the mandatory sale to cover withholding taxes imposed by the Company on the Participant in connection with the receipt of this Award comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act and be interpreted to comply with the requirements of Rule 10b5-1(c). In connection with a “same day sale,” the Participant hereby acknowledges and agrees to the following: (i) The Participant hereby appoints such FINRA Dealer appointed by the Company for purposes of this Section 9(c) as the Participant’s agent (the “Agent”), and authorize the Agent: (A) To sell on the open market at the then prevailing market price(s), on the Participant’s behalf, as soon as practicable on or after each date on which the Shares vest, the number (rounded to the nearest whole number (and 0.5 shall round to 1)) of the Shares sufficient to generate proceeds to cover (A) the withholding taxes that the Participant is required to pay pursuant to the Plan and this Agreement and (B) all applicable fees and commissions due to, or required to be collected by, the Agent with respect thereto; and (B) To remit any remaining funds to the Participant. (ii) The Participant hereby authorizes the Company and the Agent to cooperate and communicate with one another to determine the number of Shares that must be sold pursuant to this Section 9(c). (iii) The Participant understands that the Agent may effect sales as provided in this Section 9(c) in one or more sales and that the average price for executions resulting from bunched orders will be assigned to the Participant’s account. In addition, the Participant acknowledges that it may not be possible to sell Shares as provided by in this Section (9(c) due to (A) a legal or contractual restriction applicable to the Participant or the Agent, (B) a market disruption, or (C) rules governing order execution priority on the national exchange where the Shares may be traded. If the Agent is unable to sell a sufficient number of Shares to satisfy the withholding taxes, the Participant will continue to be responsible for the timely payment to the Company as determined of all withholding taxes and any other federal, state and local taxes that are required by the Administrator applicable laws and regulations to be withheld, including but not limited to those amounts specified in its sole discretionthis Section (9(c). 12.2 (iv) The Participant acknowledges that regardless of any other term or condition of this Section (9(c), the Agent will not be liable to the Participant for (A) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, or (B) any failure to perform or for any delay in performance that results from a cause or circumstance that is beyond its reasonable control. (v) The Participant hereby agrees to execute and deliver to the Agent any other agreements or documents as the Agent reasonably deems necessary or appropriate to carry out the purposes and intent of this Section (9(c). The Agent is a third-party beneficiary of this Section (9(c). (vi) The Participant hereby agrees that if the Participant has signed the Agreement when the Participant is in possession of material non-public information, unless the Participant informs the Company in writing within five business days following the date the Participant ceases to be in possession of material non-public information that the Participant is not in agreement with the provisions of this Section (9(c), the Participant not providing such written determination shall be a determination and agreement that the Participant has agreed to the provisions set forth in this Section (9(c) on such date as the Participant has ceased to be in possession of material non-public information. (vii) This Section (9(c) shall terminate not later than the date on which all withholding taxes arising in connection with the vesting of the Participant’s RSUs have been satisfied. (d) Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, tax or other tax-related withholding ("“Tax-Related Items"”), the ultimate liability for all Tax-Related Items is and remains the Participant's sole responsibility ’s responsibility, and the Company (ai) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with this Awardthe award, vesting or settlement of the PSUs RSUs or the subsequent sale of any Shares, ; and (bii) does not commit to structure the PSUs RSUs to reduce or eliminate the Participant's ’s liability for Tax-Related Items. (e) To the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable, any share withholding or share sale procedure shall be subject to the prior approval of the Committee.

Tax Liability and Withholding. 12.1 Participant shall be required to pay to the Company, (a) The Grantee acknowledges and agrees that the Company shall and its Subsidiaries have the right to deduct from payments of any compensation paid kind otherwise due to Participant pursuant Grantee any federal, state or local taxes of any kind required by law to be withheld with respect to the Plangrant of RSUs or vesting of Earned RSUs hereunder. (b) The Committee may permit the Grantee to satisfy any federal, the amount of state or local tax withholding obligation by any required withholding taxes in respect of the PSUs and to take all such other action as the Administrator deems necessary to satisfy all obligations for the payment following means, or by a combination of such withholding taxes. Notwithstanding the preceding sentence, unless previously satisfied, means: (i) tendering a cash payment; (i) authorizing the Company shall retain to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a number of Shares issued in respect result of the vested PSU vesting of Earned RSUs; provided, however, that have an aggregate the Fair Market Value as of the Settlement Date equal any shares of Common Stock withheld or tendered to satisfy any such tax withholding obligations shall not exceed the amount of such taxes required to be withheld; provided that the number of such Shares retained shall not be in excess of the maximum amount required to satisfy the statutory withholding tax obligations. The number of Shares to be issued in respect of PSUs shall thereupon be reduced by the number of Shares so retained. The method of withholding set forth in the immediately preceding sentence shall not be available if withholding in this manner would violate any financing instrument of the Company or any of the Subsidiaries or result in material adverse accounting treatment for the Company as determined by the Administrator applicable minimum statutory withholding rates (unless a higher withholding rate is permissible without adverse accounting consequences); or (ii) delivering to the Company previously owned and unencumbered shares of Common Stock. Any shares of Common Stock withheld in its sole discretionaccordance with this Section 10 shall be treated as if issued and sold by the Grantee when determining the share retention requirements applicable to the Grantee under the share ownership and/or retention requirements of this Agreement (including Section 6 hereof) and/ or guidelines of the Company. 12.2 (c) Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding ("“Tax-Related Items"”), the ultimate liability for all Tax-Related Items is and remains Participant's sole the Grantee’s responsibility and the Company (ai) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with this Awardthe grant, vesting or settlement of the PSUs RSUs or the subsequent sale of any Shares, shares; and (bi) does not commit to structure the PSUs RSUs to reduce or eliminate Participant's the Grantee’s liability for Tax-Related Items.