Common use of Tax Liability and Withholding Clause in Contracts

Tax Liability and Withholding. The Company or one of its Affiliates shall assess and withhold any federal, state or local income taxes, social security taxes, or other employment withholding taxes that may arise or be applicable in connection with the Grantee’s participation in the Plan, including, without limitation, any tax liability associated with the grant or vesting of the Performance Shares or sale of the underlying Shares (the “Tax Liability”). These requirements may change from time to time as laws or interpretations change. Regardless of the Company’s or the Affiliate’s actions in this regard, the Grantee hereby acknowledges and agrees that the Tax Liability shall be the Grantee’s sole responsibility and liability. The Grantee acknowledges that the Company’s obligation to issue or deliver Shares shall be subject to satisfaction of the Tax Liability. Unless otherwise determined by the Company, withholding obligations shall be satisfied by having the Company or one if its Affiliates withhold all or a portion of any Shares that otherwise would be issued to the Grantee upon settlement of the vested Performance Shares; provided that amounts withheld shall not exceed the amount necessary to satisfy the Company’s tax withholding obligations. Such withheld Shares shall be valued based on the Fair Market Value as of the date the withholding obligations are satisfied. The Company or one if its Affiliates may also satisfy the Tax Liability by deduction from the Grantee’s wages or other cash compensation paid to the Grantee by the Company or the Affiliate. If the Company or an Affiliate does not elect to have withholding obligations satisfied by either withholding Shares or by deduction from the Grantee's wages or other compensation paid to the Grantee by the Company or the Affiliate, the Grantee agrees to pay the Company or the Affiliate the amount of the Tax Liability in cash (or by check) as directed by the Company or the Affiliate.

Tax Liability and Withholding. The Company or one of its Affiliates Subsidiaries shall assess and withhold any federal, state or local income taxes, social security taxes, or other employment withholding taxes that may arise or be applicable in connection with the GranteeParticipant’s participation in the Plan, including, without limitation, any tax liability associated with the grant or vesting of the Performance Shares Share Units or sale of the underlying Shares (the “Tax Liability”). These requirements may change from time to time as laws or interpretations change. Regardless of the Company’s or the AffiliateSubsidiary’s actions in this regard, the Grantee Participant hereby acknowledges and agrees that the Tax Liability shall be the GranteeParticipant’s sole responsibility and liability. The Grantee Participant acknowledges that the Company’s obligation to issue or deliver Shares shall be subject to satisfaction of the Tax Liability. Unless otherwise determined by the Company, withholding obligations shall be satisfied by having the Company or one if of its Affiliates Subsidiaries withhold all or a portion of any Shares that otherwise would be issued to the Grantee Participant upon settlement of the vested Performance SharesShare Units; provided that amounts withheld shall not exceed the amount necessary to satisfy the Company’s tax withholding obligations. Such withheld Shares shall be valued based on the Fair Market Value as of the date the withholding obligations are satisfied. The Company or one if of its Affiliates Subsidiaries may also satisfy the Tax Liability by deduction from the GranteeParticipant’s wages or other cash compensation paid to the Grantee Participant by the Company or the AffiliateSubsidiary. If the Company or an Affiliate a Subsidiary does not elect to have withholding obligations satisfied by either withholding Shares or by deduction from the Grantee's Participant’s wages or other compensation paid to the Grantee Participant by the Company or the AffiliateSubsidiary, the Grantee Participant agrees to pay the Company or the Affiliate Subsidiary the amount of the Tax Liability in cash (or by check) as directed by the Company or the AffiliateSubsidiary. Notwithstanding anything to the contrary in the Plan, the Participant shall not be entitled to satisfy any Tax Liability or withholding obligations that arise as a result of this Agreement by delivering to the Company any shares of capital stock of the Company.

Tax Liability and Withholding. The As a condition to the grant, vesting and settlement of the Deferred Stock Units, regardless of any action the Company or one of its Affiliates shall assess and withhold any federal, state Subsidiary or local income taxesAffiliate takes with respect to any applicable taxes or tax withholdings, social security taxescontributions, required deductions, or other employment withholding taxes that may arise or be applicable in connection with the Grantee’s participation in the Planpayments, includingif any (collectively, without limitation, any tax liability associated with the grant or vesting of the Performance Shares or sale of the underlying Shares (the “Tax LiabilityTax-Related Items”). These requirements may change from time to time as laws or interpretations change. Regardless of the Company’s or the Affiliate’s actions in this regard, the Grantee Director hereby acknowledges and agrees that the Tax Liability shall be ultimate liability for all Tax-Related Items legally due by the GranteeDirector is and remains the Director’s sole responsibility and liabilitythat the Company and its Subsidiaries and Affiliates (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Deferred Stock Units, including the award of the Deferred Stock Units, the vesting of the Deferred Stock Units, the issuance of Shares in settlement of the Deferred Stock Units, the subsequent sale of Shares acquired at vesting and the receipt of and settlement of any dividend equivalents; and (b) do not commit to structure the terms of the Award or any aspect of the Deferred Stock Units to reduce or eliminate the Director’s liability for Tax-Related Items or achieve any particular tax result. The Grantee acknowledges Director also agrees that the Company’s obligation to issue he or deliver Shares shall be subject to satisfaction of the Tax Liability. Unless otherwise determined by she will not make any claim against the Company, withholding obligations shall be satisfied by having or any of its Directors, Employees or Subsidiaries or Affiliates related to Tax-Related Items arising from the Deferred Stock Units. Prior to the relevant taxable event, the Director hereby acknowledges and agrees that the Company and any Subsidiary or one Affiliate shall satisfy all their obligations, if its Affiliates withhold any, related to the Tax-Related Items by withholding all or a portion of any Shares that otherwise would be issued to the Grantee Director upon settlement of the vested Performance Shares; provided that amounts withheld shall not exceed the amount necessary to satisfy the Company’s tax withholding obligationsDeferred Stock Units. Such withheld Shares shall be valued based on the Fair Market Value as of the date the withholding obligations are satisfied. The Company Director hereby acknowledges that the Director will not receive a refund in cash or one if its Affiliates may also satisfy the Tax Liability by deduction Shares from the Grantee’s wages or other cash compensation paid to the Grantee by the Company or any Subsidiary or Affiliate with respect to any withheld Shares, whose value exceeds their withholding obligations for Tax-Related Items, and such excess amount will be included in the Affiliatetaxes that the Company and any Subsidiary or Affiliate will pay to the applicable tax authorities on the Director’s behalf. If The Director must pay to the Company or an Affiliate does not elect to have withholding obligations satisfied by either withholding Shares any Subsidiary or by deduction from the Grantee's wages or other compensation paid to the Grantee by Affiliate, any amount of Tax-Related Items that the Company or any Subsidiary or Affiliate may be required to withhold that cannot be satisfied by the Affiliate, means previously described. The Company or any Subsidiary or Affiliate may refuse to deliver the Grantee Shares to the Director if the Director fails to comply with the Director’s obligations in connection with the Tax-Related Items. The Director further acknowledges and agrees that the Director is solely responsible for filing all relevant documentation that may be required in relation to pay the Deferred Stock Units or any Tax-Related Items other than filings or documentation that is the specific obligation of the Company or any Subsidiary or Affiliate pursuant to applicable law, such as but not limited to personal income tax returns or reporting statements in relation to the Affiliate the amount grant, vesting or settlement of the Tax Liability Deferred Stock Units, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of any dividends or dividend equivalents. The Director also understands that applicable laws may require varying Share or Deferred Stock Unit valuation methods for purposes of calculating Tax-Related Items, and the Company and its Subsidiaries and Affiliates assume no responsibility or liability in cash (relation to any such valuation or by check) as directed by for any calculation or reporting of income or Tax-Related Items that may be required of the Director under applicable laws. Further, if the Director has become subject to Tax-Related Items in more than one jurisdiction, the Director acknowledges that the Company or the Affiliateany Subsidiary or Affiliate may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Tax Liability and Withholding. The Company or one of if its Affiliates shall may assess applicable tax liability and withhold requirements (including any federal, state income tax or local income taxestax withholdings, social security taxescontributions, required deductions, or other employment withholding taxes that may arise or be applicable payments) in connection with the GranteeEmployee’s participation in the Plan, including, without limitation, any tax such liability associated with the grant or vesting of the Performance Shares Restricted Stock Units or sale of the underlying Shares shares (collectively, the “Tax LiabilityTax-Related Items”). These requirements may change from time to time as laws or interpretations change. Regardless of the Company’s or the any Affiliate’s actions in this regard, and as a condition to the Grantee grant, vesting, and settlement of the Restricted Stock Units, the Employee hereby acknowledges and agrees that the Tax Liability all Tax-Related Items shall be the GranteeEmployee’s sole responsibility and liabilityliability and may exceed any amount actually calculated, withheld, or requested from the Employee by the Company or any Affiliate. Further, the Employee acknowledges and agrees that the Company (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units; and (b) does not commit to structure the terms of the Award or any aspect of the Restricted Stock Units to reduce or eliminate the Employee’s liability for Tax-Related Items or achieve any particular tax result. The Grantee Employee acknowledges that the Company’s obligation to issue or deliver Shares shall be subject to satisfaction of the Tax Liabilityall Tax-Related Items. Unless otherwise determined by the Company, withholding obligations The Tax-Related Items shall be satisfied by having the Company or one if its Affiliates withhold Company’s withholding all or a portion of any Shares that otherwise would be issued to the Grantee Employee upon settlement of the vested Performance SharesRestricted Stock Units; provided that amounts withheld shall not exceed the amount necessary to satisfy the Company’s tax withholding obligations. Such withheld Shares shall be valued based on the Fair Market Value as of the date the withholding obligations are satisfied. The Company or one if its Affiliates may also satisfy the Tax Liability by deduction from the Grantee’s wages or other cash compensation paid to the Grantee by the Company or the Affiliate. If the Company or an Affiliate does not elect to have withholding obligations satisfied by either withholding Shares or by deduction from the Grantee's wages or other compensation paid to the Grantee by the Company or the AffiliateFurthermore, the Grantee Employee agrees to pay the Company or the Affiliate any Tax-Related Items that cannot be satisfied by the amount foregoing methods. The Employee also agrees that he or she will not make any claim against the Company, or any of its directors, employees or Affiliates related to tax liabilities arising from the Tax Liability Restricted Stock Units. The Employee further acknowledges and agrees that the Employee is responsible for filing all relevant documentation that may be required in cash relation to the Restricted Stock Units or any Tax-Related Items (other than filings or by check) as directed by documentation that is the specific obligation of the Company or an Affiliate pursuant to applicable law) such as but not limited to personal income tax returns or reporting statements in relation to the Affiliategrant, vesting or settlement of the Restricted Stock Units, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of any dividends or dividend equivalents. The Employee also understands that applicable laws may require varying Share or Restricted Stock Unit valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of the Employee under applicable laws. Further, if the Employee has become subject to Tax-Related Items in more than one jurisdiction, the Employee acknowledges that the Company or an Affiliate may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Tax Liability and Withholding. The Company or one of its Affiliates Subsidiaries shall assess and withhold any federal, state or local income taxes, social security taxes, or other employment withholding taxes that may arise or be applicable in connection with the GranteeParticipant’s participation in the Plan, including, without limitation, any tax liability associated with the grant or vesting of the Performance Shares Share Units or sale of the underlying Shares (the “Tax Liability”). These requirements may change from time to time as laws or interpretations change. Regardless of the Company’s or the AffiliateSubsidiary’s actions in this regard, the Grantee Participant hereby acknowledges and agrees that the Tax Liability shall be the GranteeParticipant’s sole responsibility and liability. The Grantee Participant acknowledges that the Company’s obligation to issue or deliver Shares shall be subject to satisfaction of the Tax Liability. Unless otherwise determined by the Company, withholding obligations shall be satisfied by having the Company or one if of its Affiliates Subsidiaries withhold all or a portion of any Shares that otherwise would be issued to the Grantee Participant upon settlement of the vested Performance SharesShare Units; provided that amounts withheld shall not exceed the amount necessary to satisfy the Company’s tax withholding obligations. Such withheld Shares shall be valued based on the Fair Market Value as of the date the withholding obligations are satisfied. The Company or one if of its Affiliates Subsidiaries may also satisfy the Tax Liability by deduction from the GranteeParticipant’s wages or other cash compensation paid to the Grantee Participant by the Company or the AffiliateSubsidiary. If the Company or an Affiliate a Subsidiary does not elect to have withholding obligations satisfied by either withholding Shares or by deduction from the GranteeParticipant's wages or other compensation paid to the Grantee Participant by the Company or the AffiliateSubsidiary, the Grantee Participant agrees to pay the Company or the Affiliate Subsidiary the amount of the Tax Liability in cash (or by check) as directed by the Company or the AffiliateSubsidiary. Notwithstanding anything to the contrary in the Plan, the Participant shall not be entitled to satisfy any Tax Liability or withholding obligations that arise as a result of this Agreement by delivering to the Company any shares of capital stock of the Company.

Tax Liability and Withholding. The Company or one of its Affiliates Subsidiaries shall assess and withhold any federal, state or local income taxes, social security taxes, or other employment withholding taxes that may arise or be applicable in connection with the GranteeParticipant’s participation in the Plan, including, without limitation, any tax liability associated with the grant or vesting of the Performance Shares Share Units or sale of the underlying Shares (the “Tax Liability”). These requirements may change from time to time as laws or interpretations change. Regardless of the Company’s or the AffiliateSubsidiary’s actions in this regard, the Grantee Participant hereby acknowledges and agrees that the Tax Liability shall be the GranteeParticipant’s sole responsibility and liability. The Grantee Participant acknowledges that the Company’s obligation to issue or deliver Shares shall be subject to satisfaction of the Tax Liability. Unless otherwise determined by the Company, withholding obligations (other than with respect to dividend equivalents) shall be satisfied by having the Company or one if of its Affiliates Subsidiaries withhold all or a portion of any Shares that otherwise would be issued to the Grantee Participant upon settlement of the vested Performance SharesShare Units; provided that amounts withheld shall not exceed the amount necessary to satisfy the Company’s tax withholding obligations. Such withheld Shares shall be valued based on the Fair Market Value as of the date the withholding obligations are satisfied. The Company or one if of its Affiliates Subsidiaries may also satisfy the Tax Liability by deduction from the GranteeParticipant’s wages or other cash compensation paid to the Grantee Participant by the Company or the AffiliateSubsidiary. If the Company or an Affiliate a Subsidiary does not elect to have withholding obligations satisfied by either withholding Shares or by deduction from the GranteeParticipant's wages or other compensation paid to the Grantee Participant by the Company or the AffiliateSubsidiary, the Grantee Participant agrees to pay the Company or the Affiliate Subsidiary the amount of the Tax Liability in cash (or by check) as directed by the Company or the AffiliateSubsidiary. Notwithstanding anything to the contrary in the Plan, the Participant shall not be entitled to satisfy any Tax Liability or withholding obligations that arise as a result of this Agreement by delivering to the Company any shares of capital stock of the Company.

Tax Liability and Withholding. The As a condition to the grant, vesting and settlement of the Restricted Stock Units, regardless of any action the Company takes with respect to any applicable taxes or one of its Affiliates shall assess and withhold any federal, state or local income taxestax withholdings, social security taxescontributions, required deductions, or other employment withholding taxes that may arise or be applicable in connection with the Grantee’s participation in the Planpayments, includingif any (collectively, without limitation, any tax liability associated with the grant or vesting of the Performance Shares or sale of the underlying Shares (the “Tax LiabilityTax-Related Items”). These requirements may change from time to time as laws or interpretations change. Regardless of the Company’s or the Affiliate’s actions in this regard, the Grantee Employee hereby acknowledges and agrees that the Tax Liability shall be ultimate liability for all Tax-Related Items legally due by the GranteeEmployee is and remains the Employee’s sole responsibility and liabilitythat the Company (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the award of the Restricted Stock Units, the vesting of the Restricted Stock Units, the issuance of Shares in settlement of the Restricted Stock Units, the subsequent sale of Shares acquired at vesting and the receipt of and settlement of any dividend equivalents; and (b) does not commit to structure the terms of the Award or any aspect of the Restricted Stock Units to reduce or eliminate the Employee’s liability for Tax-Related Items. The Grantee acknowledges Employee also agrees that the Company’s obligation to issue he or deliver Shares shall be subject to satisfaction of the Tax Liability. Unless otherwise determined by she will not make any claim against the Company, withholding obligations shall be satisfied by having or any of its Directors, Employees or Subsidiaries or Affiliates related to tax liabilities arising from the Restricted Stock Units. Prior to the relevant taxable event, the Employee hereby acknowledges and agrees that the Company (and any Subsidiary or one Affiliate) shall satisfy all its obligations, if its Affiliates withhold any, related to the Tax-Related Items by withholding all or a portion of any Shares that otherwise would be issued to the Grantee Employee upon settlement of the vested Performance SharesRestricted Stock Units; provided however, that the Company may limit the amounts withheld shall not exceed to the amount necessary to satisfy the Company’s minimum tax withholding obligations. Such withheld Shares shall be valued based on the Fair Market Value as of the date the withholding obligations are satisfied. The Company or one if its Affiliates may also satisfy the Tax Liability by deduction from the Grantee’s wages or other cash compensation paid Employee must pay to the Grantee Company any amount of Tax-Related Items that the Company may be required to withhold that cannot be satisfied by the means previously described. The Company may refuse to deliver the Shares to the Employee if the Employee fails to comply with the Employee’s obligations in connection with the Tax-Related Items. The Employee further acknowledges and agrees that the Employee is solely responsible for filing all relevant documentation that may be required in relation to the Restricted Stock Units or any Tax-Related Items other than filings or documentation that is the specific obligation of the Company or any Subsidiary or Affiliate pursuant to applicable law, such as but not limited to personal income tax returns or reporting statements in relation to the Affiliategrant, vesting or settlement of the Restricted Stock Units, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of any dividends or dividend equivalents. If The Employee also understands that applicable laws may require varying Share or Restricted Stock Unit valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of the Employee under applicable laws. Further, if the Employee has become subject to Tax-Related Items in more than one jurisdiction, the Employee acknowledges that the Company or an any Subsidiary or Affiliate does not elect may be required to have withholding obligations satisfied by either withholding Shares withhold or by deduction from the Grantee's wages or other compensation paid to the Grantee by the Company or the Affiliate, the Grantee agrees to pay the Company or the Affiliate the amount of the Tax Liability account for Tax-Related Items in cash (or by check) as directed by the Company or the Affiliatemore than one jurisdiction.

Tax Liability and Withholding. The Company or one of its Affiliates Subsidiaries shall assess and withhold any federal, state or local income taxes, social security taxes, or other employment withholding taxes that may arise or be applicable in connection with the GranteeParticipant’s participation in the Plan, including, without limitation, any tax liability associated with the grant or vesting of the Performance Shares Share Units or sale of the underlying Shares (the “Tax Liability”). These requirements may change from time to time as laws or interpretations change. Regardless of the Company’s or the AffiliateSubsidiary’s actions in this regard, the Grantee Participant hereby acknowledges and agrees that the Tax Liability shall be the GranteeParticipant’s sole responsibility and liability. The Grantee Participant acknowledges that the Company’s obligation to issue or deliver Shares shall be subject to satisfaction of the Tax Liability. Unless otherwise determined by the Company, withholding obligations shall be satisfied by having the Company or one if its Affiliates Subsidiaries withhold all or a portion of any Shares that otherwise would be issued to the Grantee Participant upon settlement of the vested Performance SharesShare Units; provided that amounts withheld shall not exceed the amount necessary to satisfy the Company’s tax withholding obligations. Such withheld Shares shall be valued based on the Fair Market Value as of the date the withholding obligations are satisfied. The Company or one if its Affiliates Subsidiaries may also satisfy the Tax Liability by deduction from the GranteeParticipant’s wages or other cash compensation paid to the Grantee Participant by the Company or the AffiliateSubsidiary. If the Company or an Affiliate a Subsidiary does not elect to have withholding obligations satisfied by either withholding Shares or by deduction from the GranteeParticipant's wages or other compensation paid to the Grantee Participant by the Company or the AffiliateSubsidiary, the Grantee Participant agrees to pay the Company or the Affiliate Subsidiary the amount of the Tax Liability in cash (or by check) as directed by the Company or the AffiliateSubsidiary. Notwithstanding anything to the contrary in the Plan, the Participant shall not be entitled to satisfy any Tax Liability or withholding obligations that arise as a result of this Agreement by delivering to the Company any shares of capital stock of the Company.

Tax Liability and Withholding. The Company or one of its Affiliates shall may assess any applicable tax liability and withhold requirements (including any federalsocial contributions, state or local income taxes, social security taxesrequired deductions, or other employment withholding taxes that may arise or be applicable payments) in connection with the GranteeDirector’s participation in the Plan, including, without limitation, any tax liability associated with the grant or vesting of the Performance Shares Restricted Stock Units or sale of the underlying Shares shares (the “Tax Liability”). These requirements may change from time to time as laws or interpretations change. Regardless of the Company’s or the Affiliate’s actions in this regard, the Grantee Director hereby acknowledges and agrees that any Tax Liability shall be the Director’s responsibility and liability. Prior to the relevant taxable event, the Director hereby acknowledges and agrees that the Tax Liability shall be the Grantee’s sole responsibility Company (and liability. The Grantee acknowledges that the Company’s obligation any Subsidiary or Affiliate) may satisfy all its obligations related to issue or deliver Shares shall be subject to satisfaction of the Tax Liability. Unless otherwise determined , if any, by the Company, withholding obligations shall be satisfied by having the Company or one if its Affiliates withhold all or a portion of any Shares that otherwise would be issued to the Grantee Director upon settlement of the vested Performance SharesRestricted Stock Units; provided that amounts withheld shall not exceed the amount necessary to satisfy the Company’s tax withholding obligations. Such withheld Shares shall be valued based on the Fair Market Value as of the date the withholding obligations are satisfied. The Company or one if its Affiliates may also satisfy the Tax Liability by deduction from the Grantee’s wages or other cash compensation paid to the Grantee by the Company or the Affiliate. If the Company or an Affiliate does not elect to have withholding obligations satisfied by either withholding Shares or by deduction from the Grantee's wages or other compensation paid to the Grantee by the Company or the AffiliateFurthermore, the Grantee Director agrees to pay the Company or the Affiliate any Tax Liability that cannot be satisfied by the amount foregoing methods. The Director further acknowledges and agrees that he solely is responsible for filing all relevant documentation that may be required in relation to the Restricted Stock Units or any Tax Liability (other than filings or documentation that is the specific obligation of the Company or any Subsidiary or Affiliate pursuant to applicable law) such as but not limited to personal income tax returns or reporting statements in relation to the grant or vesting of the Restricted Stock Units, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of any dividends or dividend equivalents. The Director further acknowledges that the Company makes no representations or undertakings regarding the treatment of any Tax Liability and does not commit to and is under no obligation to structure the terms or any aspect of the Restricted Stock Unit to reduce or eliminate the Director’s Tax Liability or achieve any particular tax result. The Director also understands that applicable law may require varying Restricted Stock Unit or Share valuation methods for purposes of calculating any Tax Liability, and the Company assumes no responsibility or liability in relation to any such valuation or for any calculation or reporting of income or Tax Liability that may be required of the Director under applicable law. Further, if the Director has become subject to Tax Liability in cash (or by check) as directed by more than one jurisdiction, the Director acknowledges that the Company or the Affiliateany Subsidiary or Affiliate may be required to withhold or account for Tax Liability in more than one jurisdiction.

Tax Liability and Withholding. (a) The Grantee shall be required to pay to the Company, and the Company or one shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of its Affiliates shall assess any required withholding taxes in respect of the PSUs and withhold to take all such other action as the Company deems necessary to satisfy all obligations for the payment of such withholding taxes. As a condition of the receipt of this Award, prior to the vesting of the PSUs, the Grantee hereby agrees to make such arrangements as the Company may require in order to satisfy any federal, state state, local or local income taxesforeign withholding tax obligations that the Company, social security taxesin its sole discretion, or other employment withholding taxes that determines may arise or be applicable in connection with the Grantee’s participation in the Plan, including, without limitation, any tax liability associated with the receipt of this grant or vesting the issuance of the Performance Shares or sale of the underlying Shares (the “Tax LiabilityObligations”). These requirements may change The Grantee understands that the Company shall not be required to issue any Shares under the RSUs unless and until such Tax Obligations are satisfied. (b) The Company intends, and the Grantee hereby authorizes the Company, to satisfy the Tax Obligations by withholding from time the Grantee’s vested PSUs the number of Shares having an aggregate Fair Market Value on the applicable determination date equal to time as laws or interpretations change. Regardless the amount of the Company’s or Tax Obligations, with any fractional Shares rounded up to the Affiliate’s actions in nearest whole number of Shares. To the extent the Company determines that the number Shares withheld pursuant to this regardparagraph is insufficient to satisfy such Tax Obligations, the Grantee hereby acknowledges and agrees that the Tax Liability shall be the Grantee’s sole responsibility and liability. The Grantee acknowledges that the Company’s obligation to issue or deliver Shares shall be subject to satisfaction of the Tax Liability. Unless otherwise determined by the Company, withholding obligations shall be satisfied by having authorizes the Company or one if its Affiliates withhold all or a portion of any Shares that otherwise would be issued to the Grantee upon settlement of the vested Performance Shares; provided that amounts withheld shall not exceed the amount necessary to satisfy the Company’s tax withholding obligations. Such withheld Shares shall be valued based on the Fair Market Value as of the date the withholding obligations are satisfied. The Company or one if its Affiliates may also satisfy the Tax Liability by deduction deduct from the Grantee’s wages or other cash compensation paid the additional amounts necessary to fully satisfy the Grantee by the Company or the AffiliateTax Obligations. If the Company or an Affiliate does chooses not elect to have withholding obligations satisfied by either withholding Shares or by deduction deduct such amount from the Grantee's wages or other compensation paid to the Grantee by the Company or the Affiliate’s compensation, the Grantee agrees to pay the Company or the Affiliate the amount of the Tax Liability Company, in cash (or by check, the additional amount necessary to fully satisfy the Tax Obligations. The Grantee hereby agrees to take any further actions and execute any additional documents as may be necessary to effectuate the provisions of this paragraph. (c) as directed by 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 Grantee’s responsibility and the Company (i) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting or settlement of the PSUs or the Affiliatesubsequent sale of any Shares, and (ii) does not commit to structure the PSUs to reduce or eliminate the Grantee’s liability for Tax-Related Items.